2024 Annual Report
on Form 10-K
ICONIC BRANDS
74%
26%
NON-U.S.
U.S.
150+
COUNTRIES
61%
DEVELOPED
MARKETS
39%
EMERGING
MARKETS
Market leading brands across core categories of chocolate, biscuits & baked snacks provide everyday fuel & affordable treats.
~90K
EMPLOYEES
1. Euromonitor 2024
#1 in Key
Snacks
Markets1
Chocolate
Biscuits, Energy Snack Bars
Chocolate
Biscuits
Biscuits, Cakes & Pastries
NET REVENUES BY CATEGORY (ROUNDED)
Cheese & Grocery
6%
Beverages
3%
Chocolate
31%
Gum
& Candy
11%
Biscuits &
Baked Snacks
49%
$36.4B
2024 NET REVENUES
North America
30%
Europe
37%
AMEA
20%
Latin
America
13%
NET REVENUES BY REGION (ROUNDED)
OUR BRANDS
2024 Financial Highlights
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark one)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
OR
☐
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.)
905 West Fulton Market, Suite 200
Chicago, Illinois
60607
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: 847-943-4000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, no par value
MDLZ
The Nasdaq Global Select Market
1.625% Notes due 2027
MDLZ27
The Nasdaq Stock Market LLC
0.250% Notes due 2028
MDLZ28
The Nasdaq Stock Market LLC
0.750% Notes due 2033
MDLZ33
The Nasdaq Stock Market LLC
2.375% Notes due 2035
MDLZ35
The Nasdaq Stock Market LLC
4.500% Notes due 2035
MDLZ35A
The Nasdaq Stock Market LLC
1.375% Notes due 2041
MDLZ41
The Nasdaq Stock Market LLC
3.875% Notes due 2045
MDLZ45
The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Note: Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from
their obligations under those Sections.
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 has filed a report on and attestation to its management’s assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b) ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x
The aggregate market value of the shares of Class A Common Stock held by non-affiliates of the registrant, computed by reference to the
closing price of such stock on June 30, 2024, was $87.4 billion. At January 31, 2025, there were 1,293,525,167 shares of the registrant’s Class A
Common Stock outstanding.
Documents Incorporated by Reference
Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission in connection with its annual
meeting of shareholders expected to be held on May 21, 2025 are incorporated by reference into Part III hereof.
Mondelēz International, Inc.
Page No.
Part I
Item 1.
Business
3
Item 1A.
Risk Factors
12
Item 1B.
Unresolved Staff Comments
27
Item 1C.
Cybersecurity
27
Item 2.
Properties
29
Item 3.
Legal Proceedings
29
Item 4.
Mine Safety Disclosures
29
Part II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
30
Item 6.
Reserved
31
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations:
32
Recent Developments and Significant Items Affecting Comparability
32
Financial Outlook
35
Summary of Results
36
Discussion and Analysis of Historical Results
37
Liquidity and Capital Resources
54
Commodity Trends
56
Non-GAAP Financial Measures
57
Critical Accounting Estimates
60
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
63
Item 8.
Financial Statements and Supplementary Data:
65
Report of Independent Registered Public Accounting Firm
65
Consolidated Statements of Earnings for the Years Ended December 31, 2024, 2023 and 2022
68
Consolidated Statements of Comprehensive Earnings for the Years Ended December 31, 2024, 2023 and 2022
69
Consolidated Balance Sheets as of December 31, 2024 and 2023
70
Consolidated Statements of Equity for the Years Ended December 31, 2024, 2023 and 2022
71
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022
72
Notes to Consolidated Financial Statements
73
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
120
Item 9A.
Controls and Procedures
120
Item 9B.
Other Information
121
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
121
Part III
Item 10.
Directors, Executive Officers and Corporate Governance
122
Item 11.
Executive Compensation
122
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
122
Item 13.
Certain Relationships and Related Transactions, and Director Independence
122
Item 14.
Principal Accountant Fees and Services
122
Part IV
Item 15.
Exhibits and Financial Statement Schedules
123
Item 16.
Form 10-K Summary
127
Signatures
128
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.
Forward-Looking Statements
This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than
statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws,
including any projections of earnings, revenue or other financial items; any statements of the plans, strategies and
objectives of management, including for future operations, capital expenditures or share repurchases; any
statements concerning proposed new products, services, or developments; any statements regarding future
economic conditions or performance; any statements of belief or expectation; and any statements of assumptions
underlying any of the foregoing or other future events. Forward-looking statements may include, among others, the
words, and variations of words, “will,” “may,” “expect,” “would,” “could,” “might,” “intend,” “plan,” “believe,” “likely,”
“estimate,” “anticipate,” “objective,” “predict,” “project,” “drive,” “seek,” “aim,” “target,” “potential,” “commitment,”
“outlook,” “continue” or any other similar words.
Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual
results or outcomes could differ materially from those projected or assumed in any of our forward-looking
statements. Our future financial condition and results of operations, as well as any forward-looking statements, are
subject to change and to inherent risks and uncertainties, many of which are beyond our control and are amplified
by current and potential trade and tariff actions affecting the countries where we operate. Important factors that
could cause our actual results or performance to differ materially from those contained in or implied by our forward-
looking statements include, but are not limited to, the following:
•
weakness in macroeconomic conditions in our markets, including as a result of inflation (and related
monetary policy actions by governments in response to inflation) and the instability of certain financial
institutions;
•
risks from operating globally including geopolitical, trade, tariff and regulatory uncertainties affecting
developed and emerging markets;
•
volatility of cocoa and other commodity input costs, our ability to effectively hedge such costs and the
availability of commodities;
•
geopolitical uncertainty, including the impact of ongoing or new developments in Ukraine and the Middle
East, related current and future sanctions imposed by governments and other authorities and related
impacts, including on our business operations, employees, reputation, brands, financial condition and
results of operations;
•
competition and our response to channel shifts and pricing and other competitive pressures;
•
pricing actions and customer and consumer responses to such actions;
•
promotion and protection of our reputation and brand image;
•
weakness in consumer spending and/or changes in consumer preferences and demand and our ability to
predict, identify, interpret and meet these changes;
•
the outcome and effects on us of legal and tax proceedings and government investigations;
•
use of information technology and third party service providers;
•
unanticipated disruptions to our business, such as malware incidents, cyberattacks or other security
breaches, and supply, commodity, labor and transportation constraints;
•
our ability to identify, complete, manage and realize the full extent of the benefits, cost savings, efficiencies
and/or synergies presented by strategic acquisitions and other transactions as well as other strategic
initiatives, such as our ERP System Implementation program;
•
our investments and our ownership interests in those investments;
•
the impact of climate change on our supply chain and operations;
•
global or regional health pandemics or epidemics;
•
consolidation of retail customers and competition with retailer and other economy brands;
•
changes in our relationships with customers, suppliers or distributors;
•
management of our workforce and shifts in labor availability or labor costs;
•
compliance with legal, regulatory, tax and benefit laws and related changes, claims or actions;
•
perceived or actual product quality issues or product recalls;
•
failure to maintain effective internal control over financial reporting or disclosure controls and procedures;
•
our ability to protect our intellectual property and intangible assets;
•
tax matters including changes in tax laws and rates, disagreements with taxing authorities and imposition of
new taxes;
•
changes in currency exchange rates, controls and restrictions;
1
•
volatility of and access to capital or other markets, interest rates, the effectiveness of our cash management
programs and our liquidity;
•
pension costs;
•
significant changes in valuation factors that may adversely affect our impairment testing of goodwill and
intangible assets; and
•
the risks and uncertainties, as they may be amended from time to time, set forth in our filings with the U.S.
Securities and Exchange Commission, including this Annual Report on Form 10-K and subsequent
Quarterly Reports on Form 10-Q.
There may be other factors not presently known to us or which we currently consider to be immaterial that could
cause our actual results to differ materially from those projected in any forward-looking statements we make. We
disclaim and do not undertake any obligation to update or revise any forward-looking statement in this report except
as required by applicable law or regulation. In addition, historical, current and forward-looking sustainability-related
statements may be based on standards for measuring progress that are still developing, internal controls and
processes that continue to evolve, and assumptions that are subject to change in the future.
2
PART I
Item 1. Business.
General
Mondelēz International’s purpose is to empower people to snack right. We sell our products in over 150 countries
around the world. We are one of the world’s largest snack companies with global net revenues of $36.4 billion and
net earnings of $4.6 billion in 2024. Our core business is making and selling chocolate, biscuits and baked snacks.
We also have additional businesses in adjacent, locally relevant categories including gum & candy, cheese &
grocery and powdered beverages. Our portfolio includes iconic global and local brands such as Oreo, Ritz, LU, Clif
Bar and Tate’s Bake Shop biscuits and baked snacks, as well as Cadbury Dairy Milk, Milka and Toblerone
chocolate.
We strive to create a positive impact on the world and communities in which we operate while driving business
performance. Our goal is to lead the future of snacking around the world by offering the right snack, for the right
moment, made the right way. We aim to deliver a broad range of delicious, high-quality snacks that nourish life’s
moments, made with sustainable ingredients and packaging.
Strategy
We aim to be the global leader in snacking by focusing on growth, execution, culture and sustainability. We are
optimizing our portfolio of leading brands and have refined our strategy to accelerate growth, prioritizing our fast-
growing core categories of chocolate, biscuits and baked snacks. Our strategic plan builds on our strong
foundations, including leadership in attractive categories, an attractive global footprint, a strong core of iconic global
and local brands, marketing, sales, distribution and cost excellence capabilities and top talent with a growth
mindset.
Our plan to drive long-term growth includes four strategic priorities:
•
Accelerate consumer-centric growth. Our consumers are the reason we want to be the best snacking
company in the world, and we put them at the heart of everything we do. With our consumers in mind, we
are focused on accelerating and increasing our focus on chocolate, biscuits and baked snacks by investing
in both our global and local brands. We are working to deliver multi-category growth in key geographies,
expand our presence in high growth channels and increase our presence in under-represented segments
and price tiers. As demands on consumers’ time increase and consumer eating habits evolve, we aim to
meet consumers' snacking needs. We plan to test, learn and scale new product offerings quickly to meet
diverse and evolving local and global snacking demand.
•
Drive operational excellence. Our operational excellence and continuous improvement plans include a
special focus on the consumer-facing areas of our business and optimizing our sales, marketing and
customer service efforts. To drive productivity gains and cost improvements across our business, we also
plan to continue leveraging our global shared services platform, driving greater efficiencies in our supply
chain informed by a consumer-centric approach and applying strong cost discipline across our operations.
We expect the improvements and efficiencies we drive will fuel our growth and continue to expand profit
dollars. We are also focused on boosting digital commerce and on our digital transformation program that
will help us to meet consumer demand and generate incremental sales opportunities.
•
Build a winning growth culture. To support the acceleration of our growth, we are becoming more agile,
digital and local-consumer focused. We are committed to investing in a diverse and talented workforce that
helps our business move forward with greater speed and agility along with future-forward growth
capabilities. We empower our local teams to innovate and deliver consumers’ snacking needs while
continuing to leverage our global scale to efficiently support our growth strategy. We have given our local
teams more autonomy to drive commercial and innovation plans as they are closer to the needs and
desires of consumers. We will continue to leverage the efficiency and scale of our regional operating units
while empowering our local and commercial operations to respond faster to changing consumer
preferences and capitalize on growth opportunities. We believe our efforts to continue advancing a winning
growth culture will help drive profitable top-line growth.
3
•
Scale sustainable snacking. We continue to focus significant efforts to drive progress against our core
initiatives for more sustainable and mindful snacking. We have a clear strategic approach to focus on the
areas where we believe we can drive the most impact with a sustainable snacking strategy, with
environmental, social and governance (“ESG”) goals and initiatives that include significant involvement and
oversight by our leadership and Board of Directors. This includes ongoing efforts to sustainably source key
ingredients, reduce our end-to-end environmental impact and innovate our processes and packaging to
reduce waste and promote recycling. Please see our Sustainability and Mindful Snacking section below.
We run our business with a long-term perspective and we believe the successful delivery of our strategic plan will
drive consistent top- and bottom-line growth and enable us to create long-term value for our shareholders.
Global Operations
We sell our products in over 150 countries and have operations in approximately 80 countries, including 147
principal manufacturing and processing facilities across 46 countries. The portion of our net revenues generated
outside the United States was 74.0% in 2024, 73.4% in 2023 and 73.6% in 2022. For more information on our U.S.
and non-U.S. operations, refer to Note 18, Segment Reporting; on our manufacturing and other facilities, refer to
Item 2, Properties; and on risks related to our operations outside the United States, see Item 1A, Risk Factors.
We also monitor our revenue growth across emerging markets and developed markets:
•
Our emerging markets include our Latin America region in its entirety; the Asia, Middle East and Africa
(“AMEA”) region, excluding Australia, New Zealand and Japan; and the following countries from the Europe
region: Russia, Ukraine, Türkiye, Kazakhstan, Georgia, Poland, Czech Republic, Slovak Republic, Hungary,
Bulgaria, Romania, the Baltics and the East Adriatic countries.
•
Our developed markets include the entire North America region, the Europe region excluding the countries
included in the emerging markets definition, and Australia, New Zealand and Japan from the AMEA region.
Reportable Segments
Our operations and management structure are organized into four operating segments:
•
Latin America
•
AMEA
•
Europe
•
North America
We manage our operations by region to leverage regional operating scale, manage different and changing business
environments more effectively and pursue growth opportunities as they arise across our key markets. Our regional
management teams have responsibility for the business, product categories and financial results in the regions.
Please see Note 18, Segment Reporting and Management’s Discussion and Analysis of Financial Condition and
Results of Operations for additional information.
Product Categories
Our brands span five product categories:
•
Biscuits & Baked Snacks (including cookies, crackers, salted snacks, snack bars and cakes & pastries)
•
Chocolate
•
Gum & candy
•
Beverages
•
Cheese & grocery
Seasonality
Demand for our products is generally balanced throughout the year, with increases in the fourth quarter primarily
because of holidays and other seasonal events. Depending on the timing of Easter, the holiday sales may shift
between and affect net revenue in the first and second quarter.
4
Customers
We generally sell our products to supermarket chains, wholesalers, supercenters, club stores, mass merchandisers,
distributors, convenience stores, gasoline stations, drug stores, value stores and other retail food outlets. We also
sell products directly to businesses and consumers through various pure play e-retail platforms, retailer digital
platforms, our direct-to-consumer websites and social media platforms. No single customer accounted for 10% or
more of our net revenues from continuing operations in 2024. For a discussion of long-term demographics,
consumer trends and demand, refer to our Financial Outlook within Management’s Discussion and Analysis of
Financial Condition and Results of Operations.
Distribution and Marketing
Our product distribution network encompasses direct store delivery, company-owned and satellite warehouses,
distribution centers, third party distributors and other facilities. Additionally, we leverage the services of independent
sales offices and agents in various international locations. Through our global digital commerce organization and
capabilities, we pursue online growth with partners in key markets around the world, including both pure e-tailers
and omni-channel retailers. We continue to invest in advertising and consumer promotions, talent and digital
capabilities. Our digital commerce channel strategies play a critical role in our ambition to be the global leader in
snacking.
Our marketing initiatives are categorized in three principal sets of activities: (i) consumer marketing and advertising
including digital and social media, on-air, print, outdoor and other product promotions; (ii) consumer sales incentives
such as coupons and rebates; and (iii) trade promotions to support price features, displays and other merchandising
of our products by our customers.
Research, Development and Innovation
Our innovation and new product development objectives include continuous improvement in food safety and quality,
growth through new products, superior consumer satisfaction and reduced production costs. We have established a
robust framework for innovation to drive a technology pipeline supporting the creation of new product bundles
across short-, medium- and long-term horizons. These bundles enhance our portfolio to address evolving consumer
preferences and market trends, nutritional needs as well as reduce our environmental impact. We work to test and
learn new ideas and implement successful ones into other areas of our business. To drive growth, creativity, greater
effectiveness, improved efficiency and accelerated project delivery, we are focusing our technical research and
development resources at technical centers around the globe.
Mindful snacking and sustainability are a significant focus of our current research and development initiatives. We
work to introduce new varieties of our core products, including new taste or nutrition profiles that cater to evolving
consumer preferences, such as the launch in the UK of Cadbury Dairy Milk & MORE, a multi-dimensional tablet
designed to deliver a richer, more indulgent eating experience, zero-sugar Oreo’s in China and reduced sugar
candies under The Natural Confectionary Company brand in Australia. We continue to expand our portfolio of cakes
and pastries in new markets and with updated formats including Milka brownies and Oreo cakes.
We also have a dedicated innovation and venture hub, SnackFutures, specifically tailored to leverage emerging
consumer trends and growth opportunities in mindful snacking. The core objectives of this group are aligned with
three key strategic areas: invent new brands and businesses, invest in early-stage entrepreneurs and amplify
SnackFutures’ influence through the CoLab start-up engagement and mentoring programs built to equip start-ups
with essential tools, technologies and expertise that can help them learn, grow and succeed.
Competition
We operate in highly competitive markets that are comprised of global, regional and local competitors, including
new start-up brands and businesses. Some competitors have different profit objectives and investment time
horizons than we do and therefore may approach pricing and promotional decisions differently. We compete based
on product quality, brand recognition and loyalty, service, product innovation, taste, convenience, nutritional value,
the ability to identify and satisfy consumer preferences, effectiveness of our digital and other sales and marketing
strategies, routes to market and distribution networks, promotional activities and price. Our advantaged global
footprint, operating scale and portfolio of brands have all significantly contributed to building our market-leading
positions across most of the product categories in which we sell. To grow and maintain our market positions, we
5
focus on meeting consumer needs and preferences through a local-first commercial focus with a broad array of
product formats, pack sizes and price points, new digital and other sales and marketing initiatives, product
innovation and high standards of product quality. We also continue to optimize our manufacturing and supply chain
networks and invest in our brands through ongoing research and development, advertising, marketing and
consumer promotions.
Raw Materials and Packaging
We purchase and use large quantities of commodities, including cocoa, dairy, wheat, edible oils, sugar and other
sweeteners, flavoring agents and nuts. In addition, we purchase and use significant quantities of packaging
materials to package our products and natural gas, fuels and electricity for our factories and warehouses. We
monitor worldwide supply, commodity cost and currency trends so we can sustainably and cost-effectively secure
ingredients, packaging and fuel required for production.
A number of external factors such as the current macroeconomic environment, including global inflation and the
effects of geopolitical uncertainty, climate and weather conditions, trade and regulatory uncertainty, commodity,
transportation and labor market conditions, supply chain disruptions, currency fluctuations and the effects of
governmental agricultural or other programs affect the cost and availability of raw materials and agricultural
materials used in our products. We address higher commodity costs and currency impacts primarily through
hedging, higher pricing and manufacturing and overhead cost control. We use hedging techniques to limit the
impact of fluctuations in the cost of our principal raw materials; however, we may not be able to fully hedge against
commodity cost changes, and our hedging strategies may not protect us from increases in specific raw material
costs.
For additional information, refer to Management’s Discussion and Analysis of Financial Condition and Results of
Operations and Commodity Trends.
Human Capital
We believe the strength of our workforce is one of the significant contributors to our success as a purpose-led,
global company. All our employees contribute to our success and help us drive strong financial performance.
Attracting, developing and retaining global talent with the right skills to drive our business is central to our purpose,
mission and long-term growth strategy.
Workforce Profile: At December 31, 2024, we had approximately 90,000 employees. At December 31, 2024, we had
approximately 12,000 U.S. employees and approximately 78,000 employees outside the United States, with
employees represented by labor unions or workers’ councils representing approximately 20% of our U.S. employees
and approximately 60% of our employees outside the United States.
Workplace Safety and Wellness: We promote a strong culture of safety and prioritize keeping all our employees,
contractors and visitors safe. To accomplish this, we employ comprehensive health, safety and environment
management policies and standards throughout the organization. In addition, we strive to continuously improve our
work processes, tools and metrics to mitigate and prevent workplace injuries and enhance safety.
We remain committed to providing a modern and flexible approach to how and where we work. Our hybrid work
model allows our office-based employees to engage with colleagues, customers and suppliers in-person on a
regular basis while also leveraging innovative technology to optimize collaboration across geographically dispersed
teams.
Talent Management and Development: Maintaining a robust pipeline of talent is crucial to our ongoing success and
to our succession planning efforts across the organization. Our leadership and people teams are responsible for
attracting and retaining top talent by facilitating an environment where employees feel supported and encouraged in
their professional and personal development.
Specifically, we review strategic positions regularly and identify potential internal candidates to fill those roles,
evaluating job skill sets to identify competency gaps and creating developmental plans to facilitate employee
professional growth. We believe in supporting a healthy balance between development and advancement of internal
talent and infusion of new talent and capabilities to enhance our teams.
6
We invest in our employees through training and development programs, on the job experiences, coaching, as well
as tuition reimbursement, for a majority of our employees in the United States to promote continued professional
growth. We provide access to technical and leadership development programs to enable colleagues to grow skills
and capabilities to become more successful. We also have dedicated talent programs that support and accelerate
leadership development and strengthen our succession plans. We have expanded and increased global
participation in our Talent Marketplace, a development solution that helps connect employees to short-term ‘gig’
opportunities. Additionally, coaching, mentoring and team-based development solutions are provided to colleagues
across all levels to support leadership, team effectiveness and performance.
Culture and Employee Engagement: We believe that a diverse workforce with a range of experiences and
perspectives is a significant driver of sustainable innovation and growth. We continue to focus on creating an
inclusive culture for employees, providing all employees with opportunities through our development programs and
policies. We believe a culture where employees feel heard and managers take action is key to building a highly-
engaged workforce that can deliver sustainable business growth. We conduct confidential engagement surveys of
our global workforce annually that are administered and analyzed by an independent third party. Aggregate survey
results include external benchmark comparisons and are reviewed by executive officers and the Board of Directors.
Based on the results, we create action plans at global, regional, functional and managerial levels. By acting on
results both at an aggregate enterprise level and a department/business/work group level, we have been able to
enhance our culture and improve our overall engagement.
Total Rewards: As part of our total rewards philosophy, we offer competitive compensation and benefits to attract
and retain top talent. Our compensation programs are designed to reinforce our growth agenda and talent strategy
as well as drive a strong connection between the contributions of our employees and their pay. We believe the
structure of our compensation packages provides the appropriate incentives to attract, retain and motivate our
employees. Further, to foster a strong sense of ownership and align the interests of employees with shareholders,
we grant stock-based incentives to most senior-level employees.
We also continue to evolve our programs to meet our employees’ health and wellness needs. We provide access to
medical and welfare benefits and offer programs to all employees that support work-life balance, including paid
parental leave, as well as financial, physical and mental health resources, including employee assistance programs
that reach all global colleagues.
We are committed to equal pay for equal work, regardless of gender, race, ethnicity or other personal
characteristics. To deliver on that commitment, we benchmark and set pay ranges based on market data and
consider various factors such as an employee’s role and experience, job location and performance. We also
regularly review our compensation practices to promote fair and equitable pay.
With the support of an independent third-party expert in this field, we conduct global pay equity reviews for salaried
employees based on gender and, in the United States, race (as permitted by local country law). Our last global
analysis in 2024 encompassed 82 countries and over 36,000 employees. From this analysis, our pay gap between
male and female employees was less than 1% when performing substantially similar work at Mondelēz. In the
United States, we also review pay for salaried employees in the same pay grade by race/ethnicity (Asian, Black and
Hispanic). The 2024 independent analysis found no systemic issues and no negative pay gap between non-white
and white employees when performing substantially similar work at Mondelēz.
Sustainability and Mindful Snacking
Snacking Made Right is the lens through which we determine our ESG priorities to deliver on our mission of leading
the future of snacking by offering the right snack, for the right moment, made the right way. We have a clear
strategic approach to making snacking right, so we can drive innovative, more sustainable business growth.
We focus in key areas where we believe we can deliver greater long-term positive impact. Our strategy and goals in
these key focus areas are central to supporting our growth around the world and underpinned by our focus on
promoting a culture of safety, quality and inclusivity. Our goals include more sustainable sourcing of key ingredients,
reducing our environmental footprint, promoting the rights of people across our value chain, and evolving our
portfolio to offer a broader range of high-quality snacks addressing consumer needs while encouraging consumers
to snack mindfully. In 2024, we made progress against these goals, such as receiving validation for our 2030 near-
7
term and 2050 long-term Net Zero goal from the Science Based Targets Initiative and continuing to increase the
ratio of renewable energy used within several of our owned manufacturing facilities across the world.
The Governance, Membership and Sustainability Committee of our Board of Directors oversees our ESG policies
and programs related to corporate citizenship, social responsibility, and public policy issues significant to us such as
sustainability and environmental responsibility; food labeling, marketing and packaging; philanthropic and political
activities and contributions; and Board of Directors’ ESG education and capabilities. The People and Compensation
Committee of our Board of Directors oversees our human capital priorities, as well as workplace safety and
employee wellness, pay equity, talent sourcing strategies, talent management and development programs and KPIs
for incentive plans. The Audit Committee of our Board of Directors oversees our safety priorities, goals and
performance, as well as our ESG-related disclosure in SEC filings, including controls and assurance. Our ESG
goals are part of our risk and strategic planning processes and are also embedded across our organization and
within our annual incentive compensation program for our leadership. Business leadership teams and our Board of
Directors regularly review progress toward these programs and priorities.
We discuss our ESG goals and programs in detail in our annual Snacking Made Right report available on our
website. We also publish an ESG disclosure data sheet and are aligned with the Sustainability Accounting
Standards Board and Task Force on Climate-related Financial Disclosures reporting frameworks. We also provide
our annual CDP Climate Change, Water Security and Forests disclosure.
Intellectual Property
Our intellectual property rights (including trademarks, patents, copyrights, registered designs, proprietary trade
secrets, recipes, technology and know-how) are material to our business.
We own numerous trademarks and patents in many countries around the world. Depending on the country,
trademarks remain valid for as long as they are in use or their registration status is maintained. Trademark
registrations generally are renewable for fixed terms. We also have patents for a number of current and potential
products. Our patents cover inventions ranging from packaging techniques to processes relating to specific products
and to the products themselves. Our issued patents extend for varying periods according to the date of patent
application filing or grant and the legal term of patents in the various countries where patent protection is obtained.
The actual protection afforded by a patent, which can vary from country to country, depends upon the type of patent,
the scope of its coverage as determined by the patent office or courts in the country, and the availability of legal
remedies in the country. While our patent portfolio is material to our business, the loss of one patent or a group of
related patents would not have a material adverse effect on our business.
From time to time, we grant third parties licenses to use one or more of our trademarks, patents and/or proprietary
trade secrets in connection with the manufacture, sale or distribution of third-party products. Similarly, we sell some
products under brands, patents and/or proprietary trade secrets we license from third parties. In our agreement with
Kraft Foods Group, Inc. (which is now part of The Kraft Heinz Company), we each granted the other party various
licenses to use certain of our and their respective intellectual property rights in named jurisdictions following the
spin-off of our North American grocery business in 2012.
Regulation
Our food products and ingredients are subject to local, national and multinational laws and regulations related to
labeling, health and nutrition claims, packaging, pricing, marketing and advertising, and related areas. In addition,
various jurisdictions regulate our operations by licensing and inspecting our manufacturing plants and facilities,
enforcing standards for select food products, grading food products, and regulating trade practices related to the
sale and pricing of our food products. Many of the food commodities we use in our operations are subject to
government agricultural policy and intervention. These policies have substantial effects on prices and supplies and
are subject to periodic governmental and administrative review. In addition, increased attention to environmental
and social issues in industry supply chains has led to the development of differences in government rules across
jurisdictions. The lack of a harmonized approach can lead to uneven scrutiny or enforcement, which can impact our
operations.
Examples of laws and regulations that affect our business include, without limitation, workplace safety regulations;
selective food taxes; data privacy and cybersecurity; ingredients, products, processing or other food-related
8
restrictions, labeling requirements such as front-of-pack labeling based on nutrient profiles or environmental claims;
sales or media and marketing restrictions such as those on promotions or advertising products with specified
nutrient profiles on certain channels or platforms or during certain hours of the day; sanctions; export controls on
sales or sourcing of raw materials; cross-border trade concessions or border barriers; corporate tax policies of the
United States and other countries; and packaging taxes. In addition, many Member States in the European Union
have implemented extended producer responsibility (“EPR”) policies as part of national packaging waste policies
that make manufacturers responsible for the cost of recycling food and beverage packaging after consumers use it.
These range from mandatory regulations to voluntary agreements between government and industry to voluntary
industry initiatives. In addition, the European Union has adopted its Packaging and Packaging Waste Directive. EPR
policies are being implemented or contemplated in other jurisdictions around the world, including India, Vietnam and
certain states in the United States. Single-use plastic bans or plastic taxes are being implemented or considered in
Europe as well as countries in Southeast Asia.
Throughout the countries in which we do business, we are subject to local, national and multinational environmental
laws and regulations relating to the protection of the environment. We have programs across our business units
designed to meet applicable environmental compliance requirements. In the United States, the laws and regulations
include the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act and the
Comprehensive Environmental Response, Compensation, and Liability Act. We are also subject to legislation
designed to reduce emissions from greenhouse gases, and many countries are considering introducing carbon
taxes that could increase our production costs or those of our suppliers.
We continue to monitor developments in laws and regulations. Also refer to Item 1A, Risk Factors for additional
information.
9
Information about our Executive Officers
The following are our executive officers as of February 5, 2025:
Name
Age
Title
Dirk Van de Put
64
Chief Executive Officer
Luca Zaramella
55
Executive Vice President and Chief Financial Officer
Vinzenz P. Gruber
59
Executive Vice President and President, Europe
Deepak D. Iyer
57
Executive Vice President and President, Asia Pacific, Middle East and
Africa
Stephanie Lilak
58
Executive Vice President and Chief People Officer
Mariano C. Lozano
58
Executive Vice President and President, Latin America
Martin Renaud
57
Executive Vice President , Chief Marketing and Sales Officer
Laura Stein
63
Executive Vice President, Corporate & Legal Affairs, General Counsel
and Corporate Secretary
Gustavo C. Valle
60
Executive Vice President and President, North America
Mr. Van de Put became Chief Executive Officer and a director in November 2017 and became Chairman of the
Board of Directors in April 2018. He formerly served as President and Chief Executive Officer of McCain Foods
Limited, a multinational frozen food provider, from July 2011 to November 2017 and as its Chief Operating Officer
from May 2010 to July 2011. Mr. Van de Put served as President and Chief Executive Officer, Global Over-the-
Counter, Consumer Health Division of Novartis AG, a global healthcare company, from 2009 to 2010. Prior to that,
he worked for 24 years in a variety of leadership positions for several global food and beverage providers, including
Danone SA, The Coca-Cola Company and Mars, Incorporated.
Mr. Zaramella became Executive Vice President and Chief Financial Officer in August 2018. He previously served
as Senior Vice President Corporate Finance, CFO Commercial and Treasurer from June 2016 to July 2018. He also
served as Interim Lead Finance North America from April to November 2017. Prior to that, he served as Senior Vice
President and Corporate Controller from December 2014 to August 2016 and Senior Vice President, Finance of
Mondelēz Europe from October 2011 to November 2014. Mr. Zaramella joined Mondelēz International in 1996.
Mr. Gruber became Executive Vice President and President, Europe in January 2019. He previously served as
President, Western Europe from October 2016 to December 2018 and President, Chocolate, Europe from August
2011 to September 2016. Mr. Gruber was formerly employed by Mondelēz International, in various capacities, from
1989 until 2000 and resumed his employment in September 2007.
Mr. Iyer became Executive Vice President and President, Asia Pacific, Middle East and Africa in June 2023. He
previously served as President India from August 2016 to June 2023. Prior to that, Mr. Iyer held various leadership
positions of increasing responsibility at PepsiCo, Wrigley India Pvt Ltd and Bharti AXA General Insurance Company,
India. Mr. Iyer joined Mondelēz International in 2016.
Ms. Lilak became Executive Vice President and Chief People Officer in January 2024. She formerly served as the
Chief People Officer of Bumble Inc., a social networking company, from November 2021 to January 2023.
Previously, Ms. Lilak was Senior Vice President, Chief Human Resources Officer at Dunkin’ Brands Group Inc., a
multinational coffee and doughnut company, from July 2019 to November 2021. Prior to Dunkin’ Brands, Ms. Lilak
spent 23 years with General Mills Inc., a global consumer foods manufacturer and marketer, in roles of increasing
responsibility. She served as Vice President, Human Resources for the North America Retail Segment from January
2016 to July 2019.
Mr. Lozano became Executive Vice President and President, Latin America in May 2022. He previously served as
CEO of Danone North America, a business unit of Danone SA, a global food and beverage company, from January
2014 until April 2017 and CEO Danone North America from September 2017 until December 2022. Mr. Lozano
spent more than 24 years at Danone in various leadership roles across Latin America including President, Danone
Brazil.
Mr. Renaud became Executive Vice President and Chief Marketing & Sales Officer in February 2022 and served as
Executive Vice President and Chief Marketing Officer from January 2018 until February 2022. Prior to joining
10
Mondelēz International, Mr. Renaud spend more than 28 years at Danone SA, a global food and beverage
company, in a variety of roles with increasing responsibility. Most recently, he served as President, Fresh Dairy
Europe, from January 2015 to July 2017 after working as Vice President Danone Waters Asia Pacific, from October
2014 to December 2014.
Ms. Stein became Executive Vice President, Corporate & Legal Affairs, General Counsel and Corporate Secretary
in September 2023 and was Executive Vice President, Corporate & Legal Affairs and General Counsel from January
2021 until September 2023. Before joining Mondelēz International, Ms. Stein spent 16 years at The Clorox
Company, a multinational manufacturer and marketer of consumer and professional products, most recently as
Executive Vice President – General Counsel and Corporate Affairs from February 2016 to December 2020. She
also served as Executive Vice President – General Counsel from February 2015 to February 2016 and as Senior
Vice President – General Counsel from January 2005 to February 2015.
Mr. Valle became Executive Vice President and President, North America in March 2022 and was Executive Vice
President and President, Latin America from February 2020 to February 2022. Before joining Mondelēz
International, Mr. Valle served as Chief Executive Officer of Axia Plus, LLC, a management consulting firm, from
February 2018 to January 2020. Prior to that he spent more than 20 years at Danone SA, a global food and
beverage company, in a variety of leadership positions, most recently as Executive Vice President, Dairy Division
Worldwide, from January 2015 to January 2018, and Vice President Dairy Division Europe, from January 2014 until
December 2014.
Ethics and Governance
We have adopted the Mondelēz International Code of Conduct, which qualifies as a code of ethics under Item 406
of Regulation S-K. The code applies to all of our employees, including our principal executive officer, principal
financial officer, principal accounting officer or controller, and persons performing similar functions. Our code of
ethics is available free of charge on our web site at www.mondelezinternational.com/Investors/Corporate-
Governance and will be provided free of charge to any shareholder submitting a written request to: Corporate
Secretary, Mondelēz International, Inc., 905 West Fulton Market, Suite 200, Chicago, IL 60607. We will disclose any
waiver we grant to an executive officer or director under our code of ethics, or certain amendments to the code of
ethics, on our web site at www.mondelezinternational.com/Investors/Corporate-Governance.
In addition, we have adopted Corporate Governance Guidelines, charters for each of the Board’s four standing
committees and the Code of Business Conduct and Ethics for Non-Employee Directors. All of these materials are
available on our web site at www.mondelezinternational.com/Investors/Corporate-Governance and will be provided
free of charge to any shareholder requesting a copy by writing to: Corporate Secretary, Mondelēz International, Inc.,
905 West Fulton Market, Suite 200, Chicago, IL 60607.
Available Information
Our Internet address is www.mondelezinternational.com. Our Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are available free
of charge as soon as possible after we electronically file them with, or furnish them to, the U.S. Securities and
Exchange Commission (the “SEC”). You can access our filings with the SEC by visiting www.sec.gov or our website:
ir.mondelezinternational.com/sec-filings. The information on our web site is not, and shall not be deemed to be, a
part of this Annual Report on Form 10-K or incorporated into any other filings we make with the SEC.
11
Item 1A. Risk Factors.
You should carefully read the following discussion of significant factors, events and uncertainties when evaluating
our business and the forward-looking information contained in this Annual Report on Form 10-K. The events and
consequences discussed in these risk factors could materially and adversely affect our business, operating results,
liquidity and financial condition. While we believe we have identified and discussed below the key risk factors
affecting our business, these risk factors do not identify all the risks we face, and there may be additional risks and
uncertainties that we do not presently know or that we do not currently believe to be significant that may have a
material adverse effect on our business, performance or financial condition in the future. In addition to the effects of
current and potential trade and tariff policies and resulting global impacts on our business and operations discussed
in Item 7 of this Form 10-K and in the risk factors below, additional or unforeseen effects from these policies may
give rise to or amplify many of these risks discussed below.
Strategic and Operational Risks
Commodity and other input prices are volatile and may increase or decrease significantly or availability of
commodities may become constrained.
We purchase and use large quantities of commodities, including cocoa, dairy, wheat, edible oils, sugar and other
sweeteners, flavoring agents and nuts. In addition, we purchase and use significant quantities of product packaging
materials, natural gas, fuel and electricity for our factories and warehouses, and we also incur expenses in
connection with labor and the transportation and delivery of our products. Costs of raw materials, energy and other
supplies and services are volatile and fluctuate due to conditions that are difficult to predict. These conditions
include global competition for resources; tariffs or other trade barriers; currency fluctuations; geopolitical conditions
or conflicts (including the ongoing war in Ukraine and international sanctions imposed on Russia for its invasion of
Ukraine, conflicts in the Middle East and rising tensions between China and Taiwan); inflationary pressures related
to domestic and global economic conditions or supply chain issues; transportation and labor disruptions;
government intervention to introduce living income premiums or similar requirements; changes in environmental or
trade policy and regulations, alternative energy and agricultural programs; severe weather; agricultural productivity;
crop disease or pests; water risk; health pandemics; forest fires and other natural disasters; acts of terrorism;
geopolitical regional conflicts; cybersecurity incidents; supplier capacity; and consumer or industrial demand. During
2024, price volatility and higher aggregate costs were driven by a confluence of factors: disrupted international
supply chains, labor market challenges, soaring commodity prices (especially for cocoa beans) and increased
transportation and labor costs. For additional information, see Item 7, Commodity Trends.
Many of these conditions are or could be exacerbated or worsened by climate change. Increased government
intervention and consumer or activist responses caused by increased focus on climate change, deforestation, water,
plastic waste, animal welfare and human rights concerns and other risks associated with the global food system
could adversely affect our or our suppliers’ reputation and business and our ability to procure the materials we need
to operate our business. Some commodities are grown by smallholder farmers who might not be able to invest to
increase productivity or adapt to changing conditions.
Our efforts to monitor our exposure to commodity prices and hedge against price increases cannot fully protect us
from changes in input costs, including due to factors like changing import duties and tariffs, market illiquidity, specific
local regulations and downstream costs. Thus, our hedging strategies have not always protected and will not in the
future always protect us from increases in specific raw material costs. Continued volatility in the prices of
commodities and other supplies we purchase or changes in the types of commodities we purchase as we continue
to evolve our product and packaging portfolio could increase or decrease the costs of our products, and our
profitability could suffer as a result. Moreover, increases in the price of our products, including increases to cover
inflation and higher input, packaging and transportation costs, may result in lower sales volumes or customer
delistings, while decreases in input costs could require us to lower our prices and thereby affect our revenues,
profits or margins. Likewise, constraints in the supply or availability of key commodities and necessary services like
transportation may limit our ability to grow our net revenues and earnings. If our mitigation activities are not
effective, if we are unable to price to cover increased costs (including if we are delayed in our ability to raise prices
or unable to raise the prices of our products enough to keep up with the rate of inflation), if we must reduce our
prices, if increased prices affect demand for our products (including if consumers forego purchasing certain of our
products or switch to “private label” or lower-priced product offerings), or if we are limited by supply or distribution
constraints, our financial condition, results of operations, cash flows and stock price can be materially adversely
affected.
12
We are subject to risks from operating globally, including potential cost impacts of any tariffs that may be
enacted by governments as well as other trade and regulatory uncertainty.
We are a global company and generated 74.0% of our 2024 net revenues, 73.4% of our 2023 net revenues and
73.6% of our 2022 net revenues outside the United States. We market our products in over 150 countries and have
operations in approximately 80 countries. Therefore, we are subject to risks inherent in global operations. Those
risks include:
•
the imposition of increased or new tariffs, sanctions, export controls, quotas, trade barriers, price floors or
similar restrictions on our sales or key commodities like cocoa, potential changes in U.S. trade programs
and trade relations with other countries, or regulations, taxes or policies that affect our operations, sales or
profitability. Also see “We are subject to risks from changes to the trade policies and tariff and import/export
regulations by the U.S. and/or other foreign governments”;
•
changing macroeconomic conditions in our markets, including as a result of inflation (and related monetary
policy actions by governments in response to inflation), volatile commodity prices, the ongoing longer-term
impact of changes in international trade policies (including Brexit) and increases in the cost of raw and
packaging materials, labor, energy and transportation;
•
compliance with U.S. laws affecting operations outside of the United States, including anti-bribery laws such
as the Foreign Corrupt Practices Act (“FCPA”);
•
compliance with antitrust and competition laws, trade laws, data privacy laws, anti-bribery laws, human
rights laws, new regulations intended to address increasing global concerns around forced labor, and a
variety of other local, national and multinational regulations and laws in multiple regimes;
•
currency devaluations or fluctuations in currency values, including in developed and emerging markets. This
includes events like applying highly inflationary accounting as we did for our Argentinean subsidiaries
beginning in the third quarter of 2018, Türkiye beginning in the second quarter of 2022 and both Egypt and
Nigeria beginning in the fourth quarter of 2024;
•
changes in capital controls, including currency exchange controls, government currency policies or other
limits on our ability to import raw materials or finished products into various countries or repatriate cash from
outside the United States;
•
increased sovereign risk, such as defaults by or deterioration in the economies and credit ratings of
governments, particularly in emerging markets;
•
changes or inconsistencies in local regulations and laws, the uncertainty of enforcement of remedies in non-
U.S. jurisdictions, and foreign ownership restrictions and the potential for nationalization or expropriation of
property or other resources;
•
varying abilities to enforce intellectual property and contractual rights;
•
discriminatory or conflicting fiscal policies;
•
greater risk of uncollectible accounts and longer collection cycles; and
•
design, implementation and use of effective control environment processes across our diverse operations
and employee base.
In addition, increased political and economic changes or volatility, geopolitical regional conflicts, terrorist activity,
political unrest, civil strife, acts of war, government shutdowns, product boycotts, travel or immigration restrictions,
tariffs and other trade restrictions, public health risks or pandemics, energy policy or restrictions, public corruption,
expropriation and other economic or political uncertainties, including inaccuracies in our assumptions about these
factors, could interrupt and negatively affect our business operations or customer demand. For example, the
ongoing conflicts in the Middle East could impact demand for our products or result in increased supply chain costs
or other cost impacts. High unemployment or the slowdown in economic growth in some markets could constrain
consumer spending. Declining consumer purchasing power could result in loss of market share and adversely
impact our profitability. The nature and degree of the various risks we face can also differ significantly among our
regions and businesses.
All of these factors could result in increased costs or decreased revenues and could materially and adversely affect
our product sales, financial condition, results of operations, cash flows, stock price, and our relationships with
customers, suppliers and employees in the short- or long-term.
We are subject to risks from changes to the trade policies and tariff and import/export regulations by the
U.S. and/or other foreign governments.
Changes in the import and export policies, including trade restrictions, new or increased tariffs or quotas,
embargoes, sanctions and countersanctions, safeguards or customs restrictions by the U.S. and/or other foreign
13
governments, could require us to change the way we conduct business and adversely affect our financial condition,
results of operations, reputation and our relationships with customers, suppliers and employees in the short- or
long-term. Likewise, changes in laws and policies governing foreign trade, manufacturing, development and
investment in the territories or countries where we currently sell our products or conduct our business could
adversely affect our business.
As an example, on February 1, 2025, the U.S. government announced a 25% tariff on product imports from certain
countries, including Mexico and Canada, and 10% tariffs on product imports from certain countries, including China.
These actions are expected to result in retaliatory measures on U.S. goods. If maintained, the newly announced
tariffs and the potential escalation of trade disputes could pose a significant risk to our business and would affect
our revenue and cost of goods sold. The extent and duration of the tariffs and the resulting impact on general
economic conditions and on our business are uncertain and depend on various factors, such as negotiations
between the U.S. and affected countries, the responses of other countries or regions, exemptions or exclusions that
may be granted, availability and cost of alternative sources of supply, and demand for our products in affected
markets. Further, actions we take to adapt to new tariffs or trade restrictions may cause us to modify our operations
or forgo business opportunities. For additional information, see Financial Outlook – Trade and Regulatory
Uncertainty under Management's Discussion and Analysis of Financial Condition and Results of Operations.
The war in Ukraine has impacted and could continue to impact our business operations, financial
performance and results of operations.
The war in Ukraine has impacted and could continue to impact our business operations, financial performance and
results of operations (as discussed below in Recent Developments and Significant Items Affecting Comparability –
War in Ukraine under Management’s Discussion and Analysis of Financial Condition and Results of Operations).
The scope and duration of the war in Ukraine is uncertain and rapidly changing, and we are unable to predict the full
extent to which the war in Ukraine will impact our business operations, financial performance, results of operations
and stock price in the future. We have discontinued new capital investments and suspended our advertising
spending in Russia. As the business and geopolitical environment continues to change, our operations and activity
in Russia, which accounted for 2.9% of 2024 consolidated net revenues, or Ukraine, which accounted for 0.4% of
2024 consolidated net revenues, may decline or be further scaled back. International sanctions, export controls and
other measures, including restrictions on the transfer of funds to and from Russia, that have been imposed on
Russian entities make it more difficult to operate in Russia, and failure to comply with applicable sanctions and
measures could subject us to regulatory penalties and reputational risk. The war could also result in the temporary
or permanent loss of assets due to expropriation or further curtailment of our ability to conduct business operations
in Russia, and our Russian assets may become partially or fully impaired or our operations may be deconsolidated
in future periods, or our business operations terminated, based on actions taken by Russia, other parties or us. In
addition, our operations may be subject to increased disruptions to our information systems, including through
network failures, malicious or disruptive software or cyberattacks by hackers, criminal groups or nation-state
organizations. There is a possibility of loss of life and physical damage and destruction of property. We may not be
able to operate in certain areas due to damage and safety concerns. We might also face questions or negative
scrutiny from stakeholders about our operations in Russia despite our role as a food company and our public
statements about Ukraine and Russia.
The war in Ukraine has continued to result in worldwide geopolitical and macroeconomic uncertainty. The war
continues to disrupt commodity markets, including for wheat, energy and energy-related commodities, and
continues to contribute to supply chain disruption and inflation. Other ongoing consequences of the war have
included increased volatility of input prices, including for packaging materials, energy, commodities, other raw
materials, labor and transportation; adverse changes in international trade policies and relations; increased
exposure to foreign currency fluctuations, including volatility of the Russian ruble; constraints, volatility or disruptions
in the credit and capital markets; increased costs to ensure compliance with global and local laws and regulations;
difficulty protecting and enforcing our intellectual property rights; and heightened risk to employee safety including
health and safety risks related to securing and maintaining facilities. We expect continued volatility with respect to
commodity and other input prices, and our hedging activities might not sufficiently offset this volatility.
These and other impacts of the war in Ukraine could have the effect of heightening many of the other risks
described in the risk factors presented in this filing, including those relating to our reputation, brands, product sales,
sanctions, trade relations in countries in which we operate, input price inflation and volatility, results of operations
and financial condition. We might not be able to predict or respond to all impacts on a timely basis to prevent near-
14
or long-term adverse impacts to our results. The ultimate impact of these disruptions also depends on events
beyond our knowledge or control, including the scope and duration of the war and actions taken by parties other
than us to respond to them. Any of these disruptions could have a negative impact on our business operations,
financial performance, results of operations and stock price, and this impact could be material. Additionally, the war
in Ukraine, or related developments in Russia, Europe or elsewhere, may also materially adversely affect our
operating results and financial position in a manner that is not currently known to us or that we do not currently
consider to be a significant risk.
We operate in a highly competitive industry where we face risks related to the execution of our strategy as
well as our ability or willingness to respond, timely or otherwise, to channel shifts, pricing and other
competitive pressures.
The food and snacking industry is highly competitive. Our principal competitors are food, snack and beverage
companies that operate globally, regionally and locally, and, in many markets, include retailers with their own
branded and private label products. Failure to effectively respond to actions, innovations or other challenges from
our competitors could adversely affect our business.
Competitor and customer pressures require that we timely and effectively respond to changes in relevant markets,
including changes to distribution channels and technological developments. These pressures could affect our
prices, including our ability to price in response to commodity and other cost increases. Our ability to succeed
depends on our ability to adapt to changing market conditions, which includes identifying and responding to new or
developing trends, technological advancements (including advancements such as artificial intelligence, machine
learning and augmented reality) which are increasingly important for understanding evolving consumer preferences.
Our ability to adjust distribution methods and pricing, including adapting to fluctuating inflation, new or increased
tariffs and/or trade barriers, economic conditions and recessions, as well as implementing effective trade incentives
is also critical to advancing our priorities. Failure in these areas could negatively impact availability of or demand for
our products, our operating results, achievement of our strategic and financial goals and our ability to capitalize on
new revenue or value-producing opportunities.
The rapid growth of some channels, such as discounters and digital commerce, may impact our current operations
or strategies more quickly than we planned for, create consumer price deflation, alter the buying behavior of
consumers or disrupt our retail customer relationships. We may need to increase or reallocate spending on existing
and new distribution channels and technologies, marketing, advertising and new product innovation to maintain or
increase revenues, market share and brand significance. These expenditures may not be successful, including
those related to our digital commerce and other technology-focused efforts, and might not result in trade and
consumer acceptance of our efforts, which could materially and adversely affect our product sales, financial
condition, results of operations and cash flows. We will be disadvantaged if we are not able to effectively leverage
developing online channels such as direct-to-consumer and electronic business-to-business commerce. New
distribution channels, as well as growing opportunities to utilize external manufacturers, lower the barriers to entry
and allow smaller competitors to gain market share more effectively. Additionally, if we adjust pricing but cannot
maintain or increase sales volumes, or our labor or other costs increase but we cannot increase prices to offset
those changes, our financial condition and results of operations will suffer.
Further, our ability to compete may be limited by an inability to secure new retailers or maintain or add shelf and/or
retail space for our products. There can be no assurance that retailers will provide sufficient, or any, shelf space, nor
that online retailers will provide online access to, or adequate product visibility on, their platform. Unattractive
placement or pricing may put our products at a disadvantage compared to those of our competitors. Even if we
obtain shelf space or preferable shelf placement, our new and existing products may fail to achieve the sales or
pricing expectations set by our retailers, potentially causing these retailers to remove our products from their
shelves.
During 2024, we continued to operate under our strategy to drive long-term growth by focusing on four strategic
priorities: accelerating consumer-centric growth, driving operational excellence, creating a winning growth culture
and scaling sustainable snacking. If our strategy is not effective, we fail to achieve our goals and objectives or
identify or prioritize the areas most important to achieving our goals, or we fail to effectively operate under our
strategy in a way that minimizes disruptions to our business, it could materially and adversely affect our financial
condition, results of operations, cash flows and stock price.
15
Promoting and protecting our reputation and brand image is essential to our business success.
Our success depends on our ability to maintain and enhance our brands, expand to new geographies and new
distribution platforms such as digital commerce, and evolve our portfolio with new product offerings that meet
consumer needs and expectations.
We seek to strengthen our brands through investments in our product quality, product renovation, innovation and
marketing investments, including consumer-relevant advertising, digital communication and consumer promotions.
Actual or perceived failure to effectively address the continuing global focus on well-being, including changing
consumer acceptance of certain ingredients, industrial manufacturing and processing, nutritional expectations of our
products, the sustainability of our ingredients, our supply chain (including human rights and animal welfare issues)
and our packaging (including plastic packaging and its ability to be recycled and other environmental impacts) could
adversely affect our brands. Increased negative attention from the media, academics and online influencers,
governments, shareholders and other stakeholders in these areas as well as on the role of food marketing, our
response to political and social issues or catastrophic events, and other environmental, social, human capital or
governance practices could adversely affect our brand image. Undue caution or our failure to react timely in
addressing these challenges and trends could weaken our competitive position. Such pressures could also lead to
stricter regulations, industry self-regulation that is unevenly adopted among companies, increased transparency in
public disclosures, and increased focus on food and snacking, including marketing and labeling practices.
Increasing and disparate legal or regulatory restrictions on our labeling, advertising and consumer promotions, or
our response to those restrictions, could limit our efforts to maintain, extend and expand our brands. This includes
regulations such as front-of-pack labeling and selective food taxes in multiple jurisdictions as well as age-based
restrictions on sales of products with certain nutritional profiles. For example, in the United Kingdom, a ban on
specific types of TV and online advertising of food containing levels of fat, sugar or salt above specified thresholds
is expected to go into effect in October 2025, and new measures restricting certain promotions and in-store
placement of some of those products recently went into effect. Moreover, adverse publicity, regulatory developments
or legal action against us, our employees, licensees, or other actors in our supply chain related to product quality
and safety, where and how we manufacture our products, environmental concerns including climate change and
waste management, human and workplace rights across our supply chain, alleged health implications of certain
food products or processing methods, labor relations, or antitrust, anti-bribery and anti-corruption compliance could
damage our reputation and brand health. Such actions could undermine our customers’ and shareholders’
confidence and reduce demand for our products, even if the regulatory or legal action is unfounded or these matters
are immaterial to our operations. Our product sponsorship relationships, including those with celebrity
spokespersons, influencers or group affiliations, could also subject us to negative publicity.
In addition, our success in maintaining and enhancing our brand image depends on our ability to anticipate change
and adapt to a rapidly changing marketing and media environment, including our increasing reliance on established
and emerging social media and online platforms, digital and mobile dissemination of marketing and advertising
campaigns, targeted marketing and the increasing accessibility and speed of dissemination of information. A variety
of legal and regulatory restrictions as well as our own policies and participation in industry self-regulation initiatives
limit how and to whom we market our products. These restrictions may limit our brand renovation, innovation,
marketing and promotion plans, particularly as social media and the communications environment continue to
evolve. The social media platforms we use to market our products may change their marketing rules or algorithms
or may fall out of favor with certain consumer groups, and we may fail to effectively adapt our marketing strategies
or may decide to no longer utilize certain platforms for marketing. We might also fail to sufficiently evolve our digital
marketing efforts to effectively utilize consumer data. Negative posts or comments about Mondelēz International,
our brands or our employees on social media or web sites (whether factual or not) or security breaches related to
the use of our social media accounts and failure to respond effectively to these posts, comments or activities could
damage our reputation and brand image across the various regions in which we operate. Placement of our
advertisements in social media may also result in damage to our brands if the media itself experiences negative
publicity. Our brands may be associated with or appear alongside harmful content including outputs from generative
artificial intelligence models, before these platforms or our own social media monitoring can detect this risk to our
brand. In addition, we might fail to invest sufficiently in maintaining, extending and expanding our brands, our
marketing efforts might not achieve desired results and we might be required to recognize impairment charges on
our brands or related intangible assets or goodwill. Third parties may sell counterfeit or imitation versions of our
products that are inferior or pose safety risks. When consumers confuse these counterfeit products for our products
or have a bad experience with the counterfeit brand, they might refrain from purchasing our brands in the future,
which could harm our brand image and sales. Third parties might also improperly use our brands as part of phishing
or other scams, which could negatively affect our brand image. Failure to successfully maintain and enhance our
16
reputation and brand health could materially and adversely affect our company and product brands as well as our
product sales, financial condition, results of operations, cash flows and stock price.
We must correctly predict, identify, interpret and meet changes in consumer preferences and demand and
offer new and improved products that meet those changes.
Consumer preferences for food and snacking products change continually. Our success depends on our ability to
predict, identify, interpret and meet the tastes, dietary habits, packaging, sales channel and other preferences of
consumers around the world and to offer products that appeal to these preferences in the places and ways
consumers want to shop. There may be further shifts in the relative size of shopping channels in addition to the
increasing role of digital commerce for consumers. Our success relies upon managing this complexity to promote
and bring our products to consumers effectively. Weak economic conditions, recessions, inflation, new or increased
tariffs, and/or trade barriers, equity market volatility or other factors, such as global or local pandemics, severe or
unusual weather events, and our response to political and social issues or catastrophic events, may affect
consumer preferences and demand in ways that are hard to predict. Failure to offer, effectively promote and deliver
products that appeal to consumers or to correctly judge consumer demand for our products will impact our ability to
meet our growth targets, and our sales and market share could decrease and our profitability could suffer.
We must distinguish between short-term fads and trends and long-term changes in consumer preferences. Our
sales can be adversely affected when we do not accurately predict which shifts in consumer preferences or
category trends will be long-term or we fail to introduce new and improved products to satisfy changing preferences.
In addition, because of our varied and geographically diverse consumer base, we must be responsive to local
consumer needs, including with respect to when and how consumers snack and their desire for premium or value
offerings. We must also provide an array of product formats, pack sizes and price points that satisfy the broad
spectrum of consumer preferences and use marketing and advertising effectively to reach consumers at the right
time with the right message. Increasing and disparate legal or regulatory restrictions on our labeling, advertising and
consumer promotions, or our response to those restrictions, could limit our efforts to offer and deliver products that
appeal to consumers. Likewise, new or increased tariffs and/or trade barriers and our response to these tariffs and
barriers could limit our ability to offer and deliver our products on a cost-effective basis. Demand for our products
could decrease and our profitability could suffer if we fail to expand and promote our product offerings successfully
across product categories, rapidly develop products in faster growing and more profitable categories or reach
consumers in efficient and effective ways leveraging data and analytics.
Negative perceptions concerning the health, environmental and social implications of certain food products,
ingredients, packaging materials, and sourcing or production methods could influence consumer preferences and
acceptance of some of our products and marketing programs. For example, consumers have increasingly focused
on well-being, including reducing sodium and added sugar consumption or using weight-loss drugs to reduce
consumption overall or change consumption patterns, as well as the source and authenticity of ingredients in the
foods they consume. Continuing to focus on and expand our well-being offerings while refining the ingredient and
nutrition profiles of existing products is important to our growth, as is maintaining focus on ethical sourcing and
supply chain management opportunities to address evolving consumer preferences. In addition, consumer
preferences differ by region, and we must monitor and adjust our use of ingredients and other activities to respond
to these regional preferences. We might be unsuccessful in our efforts to effectively respond to changing consumer
preferences and social expectations. Continued negative perceptions or failure to satisfy consumer preferences
could materially and adversely affect our reputation, brands, product sales, financial condition, results of operations,
cash flows and stock price.
Our operations in certain emerging markets expose us to political, economic and regulatory risks.
Our growth strategy depends in part on our ability to expand our operations in emerging markets, including among
others Brazil, China, India, Mexico, Argentina, Eastern Europe, the Middle East, Africa and Southeast Asia.
However, some emerging markets have greater political, economic and currency volatility and greater vulnerability
to infrastructure and labor disruptions than more established markets. In many countries, particularly those with
emerging economies, engaging in business practices prohibited by laws and regulations with extraterritorial reach,
such as the FCPA and the U.K. Bribery Act, or local anti-bribery laws may be more common. These laws generally
prohibit companies and their employees, contractors or agents from making improper payments to government
officials, including in connection with obtaining permits or engaging in other actions necessary to do business.
Failure to comply with these laws could subject us to civil and criminal penalties that could materially and adversely
affect our reputation, financial condition, results of operations and stock price.
17
In addition, competition in emerging markets is increasing as our competitors grow their global operations and low-
cost local manufacturers improve and expand their production capacities. Our success in emerging markets is
critical to achieving our growth strategy. Failure to successfully increase our business in emerging markets and
manage associated political, economic and regulatory risks could adversely affect our product sales, financial
condition, results of operations, cash flows and stock price.
Our use of information technology and third-party service providers exposes us to cybersecurity breaches
and other business disruptions.
We use information technology and third-party service providers to support our global business processes and
activities, including supporting critical business operations such as manufacturing and distribution; communicating
with our suppliers, customers and employees; maintaining effective accounting processes and financial and
disclosure controls; executing mergers and acquisitions and other corporate transactions; conducting research and
development activities; meeting regulatory, legal and tax requirements; and executing various digital marketing and
consumer promotion activities. Global shared service centers managed by third parties provide an increasing
number of services important to conducting our business, including accounting, internal control, human resources
and computing functions.
Continuity of business applications and services has been, and may in the future be, disrupted by events such as
infection by viruses or malware; other cybersecurity attacks; issues with or errors in systems’ maintenance or
security; power outages; hardware or software failures; denial of service attacks; telecommunication failures; natural
disasters; terrorist attacks; and other catastrophic occurrences. Our use of new and emerging technologies such as
cloud-based services and mobile applications continues to evolve, presenting new and additional risks in managing
access to our data, relying on third parties to manage and safeguard data, ensuring access to our systems and
availability of third-party systems. In addition, we are experiencing new and more frequent attempts by third parties
to gain access to our systems, such as through increased email phishing of our workforce.
Our use of third-party technology and business services may expose us to cybersecurity breaches. These can
include: (1) breaches of security systems, which could involve circumvention, denial-of-service attacks, or other
cyberattacks such as hacking, phishing attacks, computer viruses, ransomware or malware, cyber extortion and (2)
internal threats such as employee or insider errors, malfeasance, deepfake or social engineering schemes, physical
breaches or other actions or attempts to exploit vulnerabilities. These threats could result in the misuse or breach of
confidential information and Personally Identifiable Information belonging to us or our employees, customers,
consumers, partners, suppliers, or government and regulatory authorities. Additionally, continued geopolitical
turmoil, including the ongoing war in Ukraine and conflicts in the Middle East, has heightened the risk of
cyberattacks. When risks such as these materialize, the need for us to coordinate with various third-party service
providers and for third-party service providers to coordinate amongst themselves might increase challenges and
costs to resolve related issues. Our information security program includes capabilities designed to evaluate and
mitigate cyber risks arising from third-party service providers. Cyber threats to externally-hosted technology and
business services are beyond our control. Additionally, new initiatives, such as those related to digital commerce
and direct sales, that increase the amount of confidential information that we process and maintain increase our
potential exposure to a cybersecurity breach. Furthermore, the rapid evolution and increased adoption of artificial
intelligence technologies may intensify our cybersecurity risks. If our controls, disaster recovery and business
continuity plans or those of our third-party providers do not effectively respond to or resolve the issues related to
any such disruptions in a timely manner, our product sales, financial condition, results of operations and stock price
may be materially and adversely affected, and we might experience delays in reporting our financial results, loss of
intellectual property and damage to our reputation or brands.
We continue to invest and augment our cybersecurity program and posture with enhanced identity and access
management solutions, multi-factor authentication, risk-based access for remote connectivity, privileged access
management, network security, backup and disaster recovery, training and awareness, in addition to advance threat
protection emanating from sophisticated, persistent and state-sponsored threat actors, including from internet
browsing to email, further reducing our attack surface and likelihood of credential thefts and compromise. Further,
we have 24/7 security operations, enhancing the monitoring and detection of threats in our environment, including
the manufacturing environment and operational technologies, as well as adjusting information security controls
based on our threat intelligence information. However, security measures cannot provide absolute security or
guarantee that we will be successful in preventing or responding to every breach or disruption on a timely basis.
Due to the constantly evolving and complex nature of cyber threat actors, we cannot predict the form and impact of
18
any future incident, and the cost and operational expense of implementing, maintaining and enhancing protective
measures to guard against increasingly complex and sophisticated cyber threats could increase significantly.
Moreover, as cyberattacks increase in frequency and magnitude around the world, we may be unable to obtain
cybersecurity insurance in the amounts and on terms we view as appropriate and favorable for our operations.
We transfer data across local, regional, and national borders to conduct our operations, and we are subject to a
variety of continuously evolving and developing laws and regulations in numerous jurisdictions regarding privacy,
data protection and data security, including those related to the collection, storage, handling, use, disclosure,
transfer and security of personal data. Privacy and data protection laws may be interpreted and applied differently
from jurisdiction to jurisdiction and may create inconsistent or conflicting requirements. For example, the European
Union’s General Data Protection Regulation (“GDPR”) has greatly increased the jurisdictional reach of E.U. law,
added a broad array of requirements for handling personal data including the public disclosure of significant data
breaches, and imposes substantial penalties for non-compliance of up to 4% of global annual revenue for the
preceding financial year in addition to potential restrictions on data transfer and processing. Our efforts to comply
with multijurisdictional privacy and data protection laws and the uncertainty of new laws and regulations will likely
increase the complexity of our processes and may impose significant costs and challenges that are likely to
increase over time, and we could incur substantial penalties or be subject to litigation related to violation of existing
or future data privacy laws and regulations.
We are subject to risks from unanticipated business disruptions.
We manufacture and source products and materials on a global scale. We utilize an interdependent supply chain –
a complex network of suppliers and material needs, owned and leased manufacturing locations, external
manufacturing partners, distribution networks, shared service delivery centers and information systems that support
our ability to provide our products to our customers consistently. Factors that are hard to predict or beyond our
control, like weather, natural disasters, water and energy availability, supply and commodity shortages, port
congestions or delays, transport capacity constraints, terrorism, political unrest or armed hostilities (including the
ongoing war in Ukraine and conflicts in the Middle East), cybersecurity incidents, labor shortages, strikes or work
stoppages, new or increased tariffs and/or trade barriers, operational and/or financial instability of our key suppliers
and other vendors or service providers, government shutdowns or health pandemics, including any potential impact
of climate change on these factors, could damage or disrupt our operations or those of our suppliers, their suppliers,
our external manufacturing partners, distributors or other business partners. Failure to effectively prepare for and
respond to disruptions in our operations, for example, by not finding alternative suppliers or replacing capacity at
key or sole manufacturing or distribution locations or by not quickly repairing damage to our information, production
or supply systems, can cause delays in delivering or the inability to deliver products to our customers, and the
quality and safety of our products might be negatively affected. Moreover, disputes with significant customers or
suppliers, including disputes regarding pricing or performance, could adversely affect our sales, financial condition,
and results of operations. The occurrence of a material or extended disruption may cause us to lose our customers’
or business partners’ confidence or suffer damage to our reputation, and long-term consumer demand for our
products could decline. We use insurance to transfer our financial risk related to these exposures, but some of the
risks we face are difficult or impossible to insure and the timing of insurance recoveries may not match the timing of
the financial loss we incur. We are subject to risk related to operational safety, including risk of fire, explosion or
accidental contamination. We could also fail to achieve our strategic objectives due to capability or technology
deficiencies related to our ongoing reconfiguration of our supply chain to drive efficiencies and fuel growth. Further,
our ability to supply multiple markets with a streamlined manufacturing footprint may be negatively impacted by
portfolio complexity, significant changes in trade policies, changes in volume produced and changes to regulatory
restrictions or labor-related or other constraints on our ability to adjust production capacity in the markets in which
we operate. These events could materially and adversely affect our product sales, financial condition, results of
operations, cash flows and stock price.
We may not successfully identify, complete or manage strategic transactions.
We regularly evaluate a variety of potential strategic transactions globally, including acquisitions, divestitures, joint
ventures, equity method investments and other strategic alliances that could further our strategic business
objectives, and acquisitions and joint ventures are an important part of our strategy to increase our exposure to fast-
growing snacking segments, fill geographic white spaces and expand into adjacent categories. For example, in
2024 we sold our remaining equity investment in JDE Peet’s N.V. and acquired Evirth (Shanghai) Industrial Co., Ltd.
In 2023, we completed the sale of our developed market gum business in the United States, Canada and Europe
and sold our remaining equity investment in Keurig Dr Pepper Inc., and in 2022 we acquired Chipita Global S.A.,
19
Clif Bar & Company and Ricolino. Such transactions and investments present significant challenges and risks. We
may not successfully identify potential strategic transactions to pursue, may not have counterparties willing to
transact with us, or we may not successfully identify or manage the risks presented by these strategic transactions,
or complete such transactions. Our success depends, in part, upon our ability to identify suitable transactions;
negotiate favorable contractual terms; comply with applicable regulations and receive necessary consents,
clearances and approvals (including regulatory and antitrust clearances and approvals that may face increased
scrutiny); integrate or separate businesses; manage or achieve performance of ESG goals and initiatives; realize
the full extent of the benefits, cost savings or synergies presented by strategic transactions; offset loss of revenue
associated with divested brands or businesses; effectively implement control environment processes; minimize
adverse effects on existing business relationships with suppliers and customers; achieve accurate estimates of fair
value; minimize potential loss of customers or key employees; and minimize indemnities and potential disputes with
buyers, sellers and strategic partners. In addition, execution or oversight of strategic transactions may result in the
diversion of management attention from our existing business and may present financial, managerial and
operational risks.
With respect to acquisitions and joint ventures in particular, we are also exposed to potential risks based on our
ability to conform standards, controls, policies and procedures, and business cultures; consolidate and streamline
operations and infrastructures; identify and eliminate, as appropriate, redundant and underperforming operations
and assets; manage inefficiencies associated with the integration of operations; and coordinate timely and ongoing
compliance with applicable laws, including antitrust and competition, anti-bribery and corruption and import/export
laws. Equity investments and other strategic alliances pose additional risks, as we could share ownership in both
public and private companies and in some cases management responsibilities with one or more other parties whose
objectives for the alliance may diverge from ours over time, who may not have the same priorities, strategies or
resources as we do, or whose interpretation of applicable policies may differ from our own. Transactions or ventures
into which we enter might not meet our financial and non-financial control and compliance expectations or yield the
anticipated benefits. Depending on the nature of the business ventures, including whether they operate globally,
these ventures could also be subject to many of the same risks we are, including political, economic, regulatory and
compliance risks, currency exchange rate fluctuations, and volatility of commodity and other input prices.
Furthermore, we may not be able to complete, on terms favorable to us, desired or proposed divestitures of
businesses that do not meet our strategic objectives or our growth or profitability targets. Our divestiture activities,
or related activities such as reorganizations, restructuring programs and transformation initiatives, may require us to
provide or receive transitional support and/or ongoing commercial relationships, recognize impairment charges or
take action to reduce costs that remain after we complete a divestiture. Gains or losses on the sales of, or lost
operating income from, those businesses may also affect our profitability. Any of these risks could materially and
adversely affect our business, product sales, financial condition, results of operations, cash flows and stock price.
Macroeconomic and Industry Risks
Our business is subject to an increasing focus on sustainability matters.
We have announced, and may from time to time announce, certain initiatives, including goals, targets and other
objectives, related to sustainability matters. These statements reflect our current plans and do not constitute a
guarantee that they will be achieved. Our efforts to research, establish, accomplish, and accurately report on these
goals, targets and other objectives expose us to numerous operational, reputational, financial, legal and other risks.
Our ability to achieve any stated goal, target or objective is subject to numerous factors and conditions, many of
which are outside of our control. Examples of such factors include evolving regulatory requirements affecting
sustainability standards or disclosures or imposing different requirements, the reliance on other value chain actors
to implement the required changes, the pace of changes in technology and the availability of suppliers that can
meet our sustainability and other standards. In addition, statements about our sustainability goals, targets and other
objectives, and progress against those goals, targets and other objectives, may be based on standards for
measuring progress that are still developing, internal controls and processes that continue to evolve and
assumptions that are subject to change in the future. Our selection of voluntary disclosure frameworks and
standards, and the interpretation or application of those frameworks and standards, may change from time to time
or differ from those of others. Methodologies for reporting this data may be updated and previously reported data
may be adjusted to reflect improvement in availability and quality of third-party data, changing assumptions,
changes in the nature and scope of our operations, and other changes in circumstances, which could result in
significant revisions to our current goals, reported progress in achieving such goals, or ability to achieve such goals
in the future. Further, developing and collecting, measuring and reporting ESG-related information and metrics can
20
be costly, difficult and time consuming and is subject to evolving reporting standards, including recent legislation in
California related to reporting greenhouse gas emissions and climate-related financial risk, the SEC’s climate-
related reporting requirements, and similar proposals by other international regulatory bodies such as the Corporate
Sustainability Reporting Directive in the European Union, especially to the extent these standards are not
harmonized or consistent.
Our business may face increased scrutiny from the investment community, customers, consumers, employees,
activists, media, regulators and other stakeholders related to our sustainability initiatives, including the goals, targets
and objectives that we announce, and our methodologies and timelines for pursuing them. At the same time,
stakeholders and regulators have increasingly expressed or pursued opposing views, legislation and investment
expectations with respect to sustainability initiatives, including the enactment or proposal of “Anti-ESG” legislation or
policies. If our sustainability practices do not meet evolving investor or other stakeholder expectations and
standards or if we are unable to satisfy all stakeholders, our reputation, our ability to attract or retain employees, our
sales and our attractiveness as an investment, business partner or as an acquiror could be negatively impacted.
Similarly, our failure or perceived failure to pursue or fulfill our goals, targets and objectives, to comply with ethical,
environmental or other standards, regulations or expectations, or to satisfy various reporting standards with respect
to these matters, within the timelines we announce, or at all, could have the same negative impacts, as well as
expose us to government enforcement actions, fines and private litigation. Even if we achieve our goals, targets and
objectives, we may not realize all of the benefits that we expected at the time they were established.
Climate change might adversely impact our supply chain or our operations.
Scientific evidence collected by the Intergovernmental Panel on Climate Change demonstrates that carbon dioxide
and other greenhouse gases in the atmosphere have caused and will in the future cause changes in weather
patterns around the globe that expose us to physical and transition risk. Physical risks include the increasing
frequency of extreme weather events and natural disasters and effects on water availability and quality and
biodiversity loss. These impacts increase risks to the global food production and distribution system and to the
safety and resilience of the communities where we live, work and source our ingredients, and could further
decrease food security for communities around the world. Decreased agricultural productivity caused by climate
change has limited and in the future may continue to limit the availability of the commodities we purchase and use
and increase the costs of such products. These include cocoa, which is a critical raw material for our chocolate and
biscuits & baked snacks portfolios that is particularly sensitive to changes in climate and has recently had a global
decrease in availability and increase in price, as well as other raw materials such as dairy, wheat, vegetable oils,
sugar and nuts. Weather events such as floods, severe storms or water shortages that are partially caused or
exacerbated by climate change might disrupt our business operations or those of our suppliers, their suppliers, our
external manufacturing partners, distributors or other business partners and could increase our insurance and other
operating costs.
Transition risks include increased focus by federal, state and local regulatory and legislative bodies globally
regarding environmental policies relating to climate change, regulating greenhouse gas emissions (including carbon
pricing or a carbon tax), energy policies, disclosure obligations and sustainability (including single use plastics).
New legal and regulatory requirements have increased and could continue to increase our operating costs for things
like energy or packaging through taxes or regulations, including payments under extended producer responsibility
policies, taxes on specific packaging material types and targets to increase the use of reuse/refill delivery models.
Regulations intended to reduce carbon emissions, including any actual or proposed carbon taxes, could also
substantially increase our product supply chain and distribution costs. Even if we make changes to align ourselves
with such legal or regulatory requirements, we may still be subject to significant penalties or potential litigation if
such laws and regulations are interpreted and applied in a manner inconsistent with our practices. Similarly, we may
incur substantial costs if such legal or regulatory requirements are subsequently reversed or modified. Concern
about climate change might cause consumer preferences to switch away from products or ingredients considered to
have high climate change impact and towards products that are more sustainably grown and made. We expect to
incur additional costs as we evolve our portfolio and engage in due diligence, verification and reporting in
connection with our ESG and sustainability initiatives. We might not effectively address increased attention from the
media, shareholders, activists and other stakeholders on climate change and related environmental sustainability
matters, including deforestation, land use, water use and packaging, including plastic. Those stakeholders might
also have requests or proposals that are not aligned with the focus of our efforts on climate change and ESG
matters. Climate change-related impacts could also reduce demand for our products. If costs for raw materials
increase or availability decreases, we raise prices for our products and our competitors respond differently to those
21
cost or availability pressures, demand for our products and our market share could suffer. We have also
experienced decreased demand for chocolate during periods when temperatures are warmer.
In 2021, we announced our goal of net zero greenhouse gas emissions by 2050. Achieving this goal will require
significant transformation of our business, capital investment and the development of technology that might not
currently exist. We might incur significant additional expenses or be required to recognize impairment charges in
connection with our efforts, and we might be unable to achieve, or be perceived to fail to achieve, our goal. Any or
all of these risks could materially and adversely affect our ability to meet the needs of our customers, reputation,
product sales, financial condition, results of operations, cash flows and stock price.
Our retail customers are consolidating, and we must offer an effective value proposition in order to
compete against retailer and other economy brands.
Retail customers, such as supermarkets, discounters, digital commerce merchants, warehouse clubs and food
distributors in the European Union, the United States and other major markets, continue to consolidate, form buying
alliances or be acquired by new entrants in the food retail market, resulting in fewer, larger customers. Large retail
customers and customer alliances can delist our products or reduce the shelf space allotted to our products and
demand lower pricing, increased promotional programs or longer payment terms. Retail customers might also adopt
these tactics in their dealings with us in response to the significant growth in online retailing for consumer products,
which is outpacing the growth of traditional retail channels. The growth of alternative online retail channels, such as
direct-to-consumer and electronic business-to-business, may adversely affect our relationships with our large retail
and wholesale customers.
In addition, larger retail customers have the scale to develop supply chains that permit them to operate with reduced
inventories or to develop and market their own retailer and other economy brands that compete with some of our
products. Our products must provide higher quality or value to our consumers than the less expensive alternatives,
particularly during periods of economic uncertainty, recessions or significant inflation. Consumers may not buy our
products if they perceive little difference between the quality or value of our products and those of retailer or other
economy brands. If consumers prefer or otherwise choose to purchase the retailer or other economy brands, we
can lose market share or sales volumes, or we may need to shift our product mix to lower margin offerings.
Retail consolidation also increases the risk that adverse changes in our customers’ business operations or financial
performance will have a corresponding material adverse effect on us. For example, if our customers cannot access
sufficient funds or financing, then they may delay, decrease or cancel purchases of our products, or delay or fail to
pay us for previous purchases. Failure to effectively respond to retail consolidation, increasing retail power and
competition from retailer and other economy brands could materially and adversely affect our reputation, brands,
product sales, financial condition, results of operations, cash flows and stock price.
We are subject to changes in our relationships with significant customers, suppliers and distributors.
During 2024, no single customer accounted for more than 10% of our net revenues. However, there can be no
assurance that our customers will continue to purchase our products in the same mix or quantities or on the same
terms as in the past, particularly as increasingly powerful retailers continue to demand lower pricing and develop
their own brands. The loss of or disruptions related to a significant customer could result in a material reduction in
sales or change in the mix of products we sell to the customer. This could materially and adversely affect our
product sales, financial condition, results of operations, cash flows and stock price.
Disputes with significant customers, suppliers or distributors, including disputes related to pricing or performance
and any resultant refusal to provide shelf and/or retail spaces for our products, could adversely affect our ability to
supply or deliver products or operate our business and could materially and adversely affect our product sales,
financial condition and results of operations. The financial condition of our significant customers and business
partners are affected by events that are largely beyond our control. New regulations can also affect our commercial
practices and our relationship with customers, suppliers or distributors. Deterioration in the financial condition of
significant customers, suppliers or distributors or regulations affecting our relationship with these parties could
materially and adversely affect our product sales, financial condition, results of operations, cash flows and stock
price.
22
We may be unable to hire or retain and develop key personnel or a highly skilled and diverse global
workforce or effectively manage changes in our workforce and respond to shifts in labor availability.
We must attract, hire, retain and develop effective leaders and a highly skilled and diverse global workforce. We
compete to hire new personnel with a variety of capabilities in the many countries in which we manufacture and
market our products and then to develop and retain their skills and competencies. We have experienced and could
continue to experience unplanned or increased turnover of employees with key capabilities, and we could fail to
develop adequate succession plans for leadership positions or hire and retain a workforce with the skills and in the
locations we need to operate and grow our business. We could also fail to attract and develop personnel with key
emerging capabilities that we need to continue to respond to changing consumer and customer needs and grow our
business, including skills in the areas of advanced technology, artificial intelligence, machine learning, digital
commerce, data analytics and supply chain expertise. Occurrence of any of these conditions could deplete our
institutional knowledge base and erode our competitiveness.
We are experiencing an increasingly tight and competitive labor market and could face unforeseen challenges in the
availability of labor. A sustained labor shortage or increased turnover rates within our employee base as a result of
general macroeconomic factors (including high inflation and hyperinflation in certain markets), have led and in the
future could continue to lead to increased costs, such as increased overtime to meet demand and increased wages
to attract and retain employees. We have also been negatively affected and could continue to be negatively affected
by labor shortages or constraints experienced by our partners, including our external manufacturing partners, freight
providers, other strategic suppliers and distributors. Failure to achieve and maintain a diverse workforce and
leadership team, compensate our employees competitively and fairly, maintain a safe and inclusive environment or
promote the well-being of our employees could affect our reputation and also result in lower performance and an
inability to retain valuable employees.
We must address changes in, and that affect, our workforce and satisfy the legal requirements associated with how
we manage and compensate our employees. This includes our management of employees represented by labor
unions or workers’ councils, who represent approximately 60% of our 78,000 employees outside the United States
and approximately 20% of our 12,000 U.S. employees. Strikes, work stoppages or other forms of labor unrest by
our employees or those of our suppliers, distributors or other business partners, or situations like the renegotiation
of collective bargaining agreements, have in the past and may in the future cause disruptions to our supply chain,
manufacturing or distribution processes. Changes in immigration laws and policies or restrictions could make it
more difficult for us to recruit or relocate skilled employees. We could also fail to effectively respond to evolving
perceptions and goals of those in our workforce or whom we might seek to hire with respect to flexible working or
other matters. These risks could materially and adversely affect our reputation, ability to efficiently operate our
manufacturing facilities and overall business and meet the needs of our customers, product sales, financial
condition, results of operations, cash flows and stock price.
Legal and Regulatory Risks
We face risks related to complying with changes in and inconsistencies among laws and regulations in
many countries in which we operate.
Our activities around the world are highly regulated and subject to government oversight. Various laws and
regulations govern food production, sourcing, packaging and waste management (including packaging containing
PFAS), storage, distribution, sales, advertising, labeling and marketing, as well as intellectual property, competition,
antitrust, trade and export controls, labor, tax, social and environmental matters, privacy, data protection, and health
and safety practices. Government authorities regularly change laws and regulations, their interpretations of existing
laws and regulations, and their enforcement priorities. Our failure to comply with existing laws and regulations (or
allegations thereof), or to make changes necessary to comply with new or revised laws and regulations or evolving
interpretations and application of existing laws and regulations, and differing or competing laws and regulations
across the markets where our products are made, manufactured, distributed and sold, could materially and
adversely affect our product sales, financial condition, results of operations and cash flows, including as a result of
higher compliance costs, higher capital expenditures and higher production costs. For instance, our financial
condition, results of operations and cash flows could be negatively affected by the regulatory and economic impact
of changes in the corporate tax policies of the United States and other countries; tariff policies and trade relations
among the United States and other countries, including China, Mexico, Canada and the European Union; and
changes within the European Union. Evolving expectations on ESG disclosures and reporting will also result in new
regulatory actions. In addition, the results of third-party studies (whether or not scientifically valid) purporting to
23
assess the health implications of consumption of certain ingredients or substances present in certain of our products
or packaging materials have resulted in and could continue to result in our being subject to new taxes and
regulations or lawsuits that can adversely affect our business.
We may decide or be required to recall products or be subjected to product liability claims or litigation.
We could decide, or laws or regulations could require us, to recall products due to suspected or confirmed
deliberate or unintentional product contamination, including contamination of ingredients we use in our products that
third parties supply, spoilage or other adulteration, the introduction of foreign objects, food-borne illnesses, product
mislabeling or product tampering. These risks could be heightened in light of increased pressure on our suppliers
from supply chain challenges. In addition, if another company recalls or experiences negative publicity related to a
product in a category in which we compete, consumers might reduce their overall consumption of products in this
category. Any of these events could materially and adversely affect our reputation, brands, product sales, financial
condition, results of operations, cash flows and stock price.
We may also suffer losses when our products or operations or those of our suppliers violate applicable laws or
regulations, or when our or our suppliers’ products cause injury, illness or death. In addition, our marketing could
face claims of false or deceptive advertising or other criticism. A significant product liability or related claim or other
legal judgment against us, a regulatory enforcement action, a widespread product recall or comments relating to the
safety of our products could materially and adversely affect our reputation and profitability. Moreover, even if a
product liability, consumer fraud or other claim, litigation or investigation has no merit, is not pursued or is
unsuccessful, the negative publicity surrounding assertions against our products or processes or conduct could
materially and adversely affect our reputation, brands, product sales, product inventory, financial condition, results of
operations, cash flows and stock price, and we could incur significant expense responding to such a claim, litigation
or investigation. For example, a recent purported personal injury lawsuit filed against a number of food companies,
including us (Bryce Martinez vs. Kraft Heinz Co. Inc. et al.), alleged that certain food products we and other
companies make are addictive and cause health problems. While we believe that this lawsuit is without merit and
intend to vigorously defend ourselves, we cannot predict the outcome or the impact of such litigation or similar
lawsuits on our business or reputation. In addition, while we currently maintain insurance coverage that, subject to
its terms and conditions, is intended to address costs associated with certain aspects of product recalls, this
insurance coverage may not, depending on the specific facts and circumstances surrounding an incident, cover all
losses or all types of claims that arise from an incident, or the damage to our reputation or brands that may result
from an incident.
We face risks related to legal or tax claims, litigation, investigations or other regulatory enforcement
actions.
We operate around the world in environments with constantly evolving legal, tax and regulatory frameworks, and we
are subject to risk of litigation, legal or tax claims, investigations, or other regulatory enforcement actions. Actions by
our employees, contractors, agents or others in violation of our policies and procedures could lead to deficiencies in
our internal or other controls or violations, unintentional or otherwise, of laws and regulations. We could also be
subject to litigation, legal claims, investigations or regulatory actions in connection with the continued evolution of
our sustainability and ESG-related initiatives. In addition, we may be impacted by litigation trends, including class
action, individual or multi-jurisdiction lawsuits, or investigations or enforcement actions involving consumers,
employees, shareholders or other stakeholders. For example, as a global snacking company, we are subject to
increased regulatory scrutiny and face legal challenges in a variety of jurisdictions concerning the alleged health
implications of certain food products and our methods in marketing those products. When litigation, legal or tax
claims, investigations or regulatory enforcement actions arise out of our failure or alleged failure to comply with
applicable laws, regulations or controls, we could be subject to civil and criminal penalties, and voluntary and
involuntary document requests, that could materially and adversely affect our reputation, product sales, financial
condition, results of operations, cash flows and stock price. Even if a claim, lawsuit, investigation, enforcement
action or other action is unsuccessful, without merit or not pursued to completion, the reputational impact or cost of
responding to such a claim, including expenses and management time, could adversely affect us.
We face risks related to adequately protecting our valuable intellectual property rights.
We consider our intellectual property rights, particularly and most notably our trademarks, but also our patents,
copyrights, registered designs, proprietary trade secrets, recipes, technology, know-how and licensing agreements,
to be a significant and valuable part of our business. We attempt to protect our intellectual property rights by taking
24
advantage of a combination of patent, trademark, copyright and trade secret laws in various countries, as well as
licensing agreements, third-party nondisclosure and assignment agreements and policing of third-party misuses and
infringement of our intellectual property in traditional retail and digital environments. Our failure to obtain or
adequately protect our intellectual property rights (including in response to developments in artificial intelligence
technologies), or any change in law or other changes that serve to lessen or remove the current legal protections of
our intellectual property, may diminish our competitiveness and could materially harm our business, financial
condition and stock price.
We may be unaware of potential third-party claims of intellectual property infringement relating to our technology,
brands or products. Any litigation regarding patents or other intellectual property could be costly and time-
consuming and could divert management’s and other key personnel’s attention from our business operations. Third-
party claims of intellectual property infringement might require us to pay monetary damages or enter into costly
license agreements. We also may be subject to injunctions against development and sale of certain of our products,
which could include removal of existing products from sale. Any of these occurrences could materially and adversely
affect our reputation, brand health, ability to introduce new products or improve the quality of existing products,
product sales, financial condition, results of operations, cash flows and stock price.
Financial Risks
We face risks related to tax matters, including changes in tax laws and rates, disagreements with taxing
authorities and imposition of new taxes.
As a global company, we are subject to taxation in the United States and various other countries and jurisdictions.
As a result, our effective tax rate is determined based on the income and applicable tax rates in the various
jurisdictions in which we operate. Our future effective tax rates could be affected by changes in the composition of
earnings in countries with differing tax rates or other factors, and adverse changes in the underlying profitability or
financial outlook of our operations could lead to changes in the realizability of our deferred tax assets, resulting in a
charge to our effective tax rate.
Changes in tax laws in the U.S. or in other countries where we have significant operations, including rate changes
or corporate tax provisions that could disallow or tax perceived base erosion or profit shifting payments or subject us
to new types of tax, could materially affect our effective tax rate and our deferred tax assets and liabilities. As of
January 2025, the change in U.S. presidential administration and control of U.S. Congress may produce changes to
U.S. tax legislation. In addition, aspects of U.S. tax laws may lead foreign jurisdictions to respond by enacting
additional tax legislation that is unfavorable to us. As of December 31, 2024, numerous countries have now enacted
the Organization of Economic Cooperation and Development’s model rules on a global minimum tax, with the
earliest effective date being for taxable years beginning after December 31, 2023. Important details of these
minimum tax regimes are still being considered. Based on the guidance available thus far, we do not expect this
legislation to have a material impact on our consolidated financial statements, but we will continue to evaluate it as
additional guidance and clarification becomes available.
We are also subject to tax audits by governmental authorities. Although we believe our tax estimates are
reasonable, if a taxing authority disagrees with the positions we have taken, we could face additional tax liabilities,
including interest and penalties. Unexpected results from one or more such tax audits could significantly adversely
affect our effective tax rate, results of operations, cash flows and stock price.
We are subject to currency exchange rate fluctuations.
As of December 31, 2024, we sold our products in over 150 countries and had operations in approximately 80
countries. Consequently, a significant portion of our business is exposed to currency exchange rate fluctuations.
Our financial position and operating results are sensitive to movements in currency exchange rates, which have
recently been more volatile, because a large portion of our assets, liabilities, revenue and expenses must be
translated into U.S. dollars for reporting purposes or converted into U.S. dollars to service obligations such as our
U.S. dollar-denominated indebtedness and to pay dividends to our shareholders. In addition, movements in
currency exchange rates affect transaction costs because we source product ingredients from various countries.
Our efforts to mitigate our exposure to exchange rate fluctuations, primarily on cross-currency transactions, may not
be successful. We factor exchange rate impacts into our local pricing decisions, but there may be lags in
implementing pricing changes due to competitive pressures or customer or regulatory constraints. We also hedge a
number of risks including exposures to foreign exchange rate movements and volatility of interest rates that could
25
impact our future borrowing costs. Hedging of these risks could potentially subject us to counter-party credit risk. In
addition, local economies, monetary policies and currency hedging availability affect our ability to hedge against
currency-related economic losses. We might not be able to successfully mitigate our exposure to currency risks due
to factors such as continued global and local market volatility, actions by foreign governments, trade disputes,
economic sanctions, political uncertainty, inflation, interest rates and limited hedging opportunities. For instance, in
December 2023, the Argentinean peso devalued significantly in excess of historic levels. Accordingly, changes in
the currency exchange rates that we use to translate our results into U.S. dollars for financial reporting purposes or
for transactions involving multiple currencies could materially and adversely affect future demand for our products,
our financial condition, results of operations, cash flows and stock price, and our relationships with customers,
suppliers and employees in the short or long-term.
Weak financial performance, downgrades in our credit ratings, illiquid global capital markets and volatile
global economic conditions could limit our access to short-term financing, reduce our liquidity and/or
increase our borrowing costs.
We regularly access the commercial paper markets in the United States and Europe for ongoing funding
requirements. A downgrade in our credit ratings by a credit rating agency could increase our borrowing costs and
adversely affect our ability to issue commercial paper. Disruptions in the global commercial paper market or other
effects of volatile economic conditions on the global credit markets also could reduce the amount of commercial
paper that we could issue and raise our borrowing costs for both short- and long-term debt offerings. Additionally,
we use cash management programs, such as factoring and supply chain finance arrangements, in our business
when circumstances are favorable to manage liquidity. If these programs or underlying customer or supplier terms
do not continue and we are unable to secure alternative programs, our cash and working capital may be negatively
affected and we may have to utilize our various financing arrangements or increase our long-term borrowings for
short- and long-term liquidity requirements. Limitations on our ability to access the commercial paper markets, a
reduction in our liquidity or an increase in our borrowing costs could materially and adversely affect our financial
condition, results of operations and stock price.
Volatility in the global capital markets, interest rates, inflation rates, our participation in multiemployer
pension plans and other factors could increase our costs relating to our employees’ pensions.
We sponsor defined benefit pension plans for a number of our employees throughout the world and also contribute
to other employees’ pensions under defined benefit plans that we do not sponsor. At the end of 2024, the projected
benefit obligation of the defined benefit pension plans we sponsor was $7.9 billion and plan assets were $8.5 billion.
For defined benefit pension plans that we maintain, the difference between plan obligations and assets, or the
funded status of the plans, significantly affects the net periodic benefit costs of our pension plans and the ongoing
funding requirements of those plans. Our largest funded defined benefit pension plans are funded with trust assets
invested in a globally diversified portfolio of investments, including equities and corporate and government debt.
Among other factors, changes in interest rates, inflation rates, mortality rates, early retirement rates, investment
returns, funding requirements in the jurisdictions in which the plans operate and the market value of plan assets
affect the level of plan funding, cause volatility in the net periodic pension cost and impact our future funding
requirements. Legislative and other governmental regulatory actions may also increase funding requirements for our
pension plan benefit obligations. Volatility in the global capital markets may increase the risk that we will be required
to make additional cash contributions to these company-sponsored pension plans and recognize further increases
in our net periodic pension cost.
We also participate in multiemployer pension plans for certain U.S. union-represented employees. As a participating
employer under multiemployer pension plans, we may owe more than the contributions we are required to make
under the applicable collective bargaining agreements. For example, if we partially or completely withdraw from a
multiemployer pension plan, we may be required to pay a partial or complete withdrawal liability, such as the
withdrawal liability we are paying in connection with our complete withdrawal from the Bakery and Confectionery
Union and Industry International Pension Fund in 2018. This kind of withdrawal liability will generally increase if
there is also a mass withdrawal of other participating employers or if the plan terminates. See Note 11, Benefit
Plans, to the consolidated financial statements for more information on our multiemployer pension plans.
A significant increase in our pension benefit obligations, future funding requirements or net periodic benefit costs
could curtail our ability to invest in the business and adversely affect our financial condition, results of operations,
cash flows and stock price.
26
Item 1B. Unresolved Staff Comments.
None.
Item 1C. Cybersecurity.
We are committed to our goal to protect sensitive business-related and personal information, as well as our
information systems. Due to the size and scope of our global operations, we are subject to numerous and evolving
cybersecurity risks that could adversely and materially affect our business, financial condition and results of
operations.
Our Management Leadership Team, with oversight from the Board of Directors, has implemented a comprehensive
cybersecurity program, including incident response process, aligned with the National Institute of Standards and
Technology (NIST) Cybersecurity Framework and NIST Computer Security Incident Handling Guide (NIST SP
800-61) to assess, identify, address and manage risks from cybersecurity threats that may result in material adverse
effects on the confidentiality, integrity and availability of our business and information systems.
Governance
Our Board of Directors and Management Leadership Team review cybersecurity risks as part of their oversight and
execution of the Company’s business operations and strategy. We have established oversight mechanisms
intended to provide effective cybersecurity governance, risk management, and timely incident response.
Board of Directors Oversight
Our Board, in coordination with the Audit Committee, oversees the Company’s enterprise risk management process,
including the management of risks arising from cybersecurity threats. Our Board has delegated the primary
responsibility to oversee cybersecurity matters to the Audit Committee. Both the Board and the Audit Committee
periodically review the measures we have implemented to identify and mitigate data protection and cybersecurity
risks.
As part of such reviews, our Board and Audit Committee receive periodic reports and presentations from members
of the team responsible for overseeing cybersecurity risk management, including our Chief Information Security
Officer (CISO), which may address a wide range of topics including recent developments, evolving standards,
vulnerability assessments, third-party and independent reviews, technological trends and information security
considerations arising with respect to our peers and third parties. Members of our Management Leadership Team
also report to the Board more frequently than annually on data protection and current internal and external
developments in cybersecurity, as part of the Board’s enterprise risk management review, and the Board receives
reports of Audit Committee discussions regarding its oversight of cybersecurity risk. We have protocols by which
certain cybersecurity incidents that meet established reporting thresholds are escalated internally and, where
appropriate, reported to the Audit Committee or the Board in a timely manner.
Management Role in Cybersecurity Risk Management
At the management level, our CISO has extensive cybersecurity knowledge and skills gained from over 20 years of
work experience at Mondelēz and other major consumer goods and financial services companies. Our CISO
currently reports to our Chief Information and Digital Officer and has operational responsibility for our information
security programs, protections, and efforts, along with leading the team responsible for implementing, monitoring,
and maintaining cybersecurity and data security strategy, policy, standards, architecture, and practices across our
business. Our CISO is supported by a team of enterprise information system security and risk professionals,
including regional information security officers responsible for overseeing cybersecurity strategy and operations in
each business unit. Our CISO receives reports on cybersecurity threats on an ongoing basis and regularly reviews
risk management measures implemented by the Company to identify and mitigate data security and cybersecurity
risks. Our CISO updates the Management Leadership Team on these matters and works closely with Corporate and
Legal Affairs to oversee compliance with legal, regulatory, and contractual security requirements.
Cybersecurity Steering Committee
Our Cybersecurity Steering Committee currently includes our CEO, CFO, CISO, General Counsel and Chief Ethics
& Compliance Officer and has broad oversight of our cybersecurity risk management processes, in coordination
with the rest of the Management Leadership Team and the Board. The Cybersecurity Steering Committee has been
established to meet and to discuss our cybersecurity risk management measures designed to identify and mitigate
27
data protection and cybersecurity risks, along with procedures and practices related to incident response, including
escalation and notification.
Risk Management and Strategy
Cybersecurity risk management is overseen both as a critical component of our overall risk management program
and as a standalone program. We have implemented a risk-based, cross-functional approach to identifying,
preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that
provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure
and reporting of such incidents can be made by management in a timely manner.
Our cybersecurity program is designed to leverage people, processes, and technology to identify and respond to
cybersecurity threats in a timely manner. Our vendor cybersecurity risk management program supports the
planning, automation, and management of cybersecurity risk with enrolled suppliers and other third parties, focusing
on risk-based assessments. Our employees undergo annual security awareness training to enhance their
understanding of cybersecurity threats and their ability to identify and escalate potential cybersecurity events. We
also employ systems and processes designed to oversee, identify, and reduce the potential impact of a security
incident at a third-party vendor, service provider or customer or otherwise implicating the third-party technology and
systems we use.
We assess, identify, and manage risks from cybersecurity threats through various mechanisms, which may include
tabletop exercises to test our preparedness and incident response process, business unit assessments, control gap
analyses, threat modeling, penetration tests, vulnerability scanning, internal audits, and external audits of our
cybersecurity program. We also leverage assessors, consultants, auditors and third-party service providers,
including threat intelligence to inform our understanding of the cybersecurity threat landscape and enable risk-based
measures to defend against evolving threats.
Incident Response
We have a Cybersecurity Incident Response Plan (“CSIRP”) to provide the organizational and operational structure,
processes, and procedures for investigating, containing, documenting and mitigating cybersecurity incidents,
including keeping senior management and other key stakeholders informed and involved as appropriate.
Our Cybersecurity Incident Response Team manages and executes technical response activities in coordination
with our Security Operations Center, subject matter experts and others to respond to a cybersecurity incident. The
objectives of the CSIRP include to:
•
Establish the Company’s cybersecurity incident response process and provide actionable guidelines to
provide a timely, consistent, and repeatable response process;
•
Describe the requirements and expectations for cybersecurity incident response;
•
Set forth the roles and responsibilities for cybersecurity incident response personnel;
•
Establish cybersecurity incident classification, escalation, and prioritization parameters;
•
Confirm the documentation process for cybersecurity incidents affecting the Company and the Company’s
responses are appropriately documented;
•
Establish protocols for materiality determinations for cybersecurity incidents under the SEC’s cybersecurity
rules;
•
Establish the process for assessing when public disclosure and external communications may be required;
and
•
Mitigate or minimize the effects of a cybersecurity incident on the Company, its personnel, customers,
consumers, or others and limit financial, operational, legal, and reputational impact.
Material Cybersecurity Risks, Threats & Incidents
We also rely on information technology and third-party vendors to support our operations, including our secure
processing of personal, confidential, sensitive, proprietary and other types of information. Despite ongoing efforts to
continuously improve our and our vendors’ ability to protect against cyber incidents, we may not be able to protect
all information systems, and such incidents may lead to reputational harm, revenue and client loss, legal actions,
statutory penalties, among other consequences. While we have not experienced a known material information
security breach nor incurred material breach-related expenses over the last three years, there can be no guarantee
that we will not be the subject of future cybersecurity threats or incidents. Additional information on cybersecurity
risks we face can be found in Item 1A, Risk Factors, which should be read in conjunction with the foregoing
information.
28
Item 2. Properties.
On December 31, 2024, we had approximately 147 manufacturing and processing facilities in 46 countries and 107
principal distribution centers and warehouses worldwide that we owned or leased. In addition to our owned or
leased properties, we also utilize a highly distributed network of warehouses and distribution centers that are owned
or leased by third party logistics partners, contract manufacturers, co-packers or other strategic partners. We
believe we have or will add sufficient capacity to meet our planned operating needs. It is our practice to maintain all
of our plants and other facilities in good condition.
As of December 31, 2024
Manufacturing
Facilities
Distribution
and Warehouse
Facilities
Latin America (1)
17
16
AMEA
48
24
Europe
61
6
North America
21
61
Total
147
107
Owned
123
13
Leased
24
94
Total
147
107
(1) Excludes our deconsolidated Venezuela operations. Refer to Note 1, Summary of Significant Accounting Policies, for more information.
Item 3. Legal Proceedings.
Information regarding legal proceedings is available in Note 14, Commitments and Contingencies, to the
consolidated financial statements in this report.
Item 4. Mine Safety Disclosures.
Not applicable.
29
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
We are proud members of the Standard and Poor’s 500 and Nasdaq 100. Our Common Stock is listed on The
Nasdaq Global Select Market under the symbol “MDLZ.” At January 31, 2025, there were 34,057 holders of record
of our Common Stock.
Comparison of Five-Year Cumulative Total Return
The following graph compares the cumulative total return on our Common Stock with the cumulative total return of
the S&P 500 Index and the Mondelēz International performance peer group index. The graph assumes, in each
case, that an initial investment of $100 is made at the beginning of the five-year period. The cumulative total return
reflects market prices at the end of each year and the reinvestment of dividends each year.
As of December 31,
Mondelēz
International
S&P 500
Performance
Peer Group
2019
$
100.00 $
100.00 $
100.00
2020
108.58
118.40
109.42
2021
125.82
152.39
125.09
2022
129.50
124.79
123.92
2023
143.96
157.59
121.46
2024
121.94
197.02
123.32
The Mondelēz International performance peer group consists of the following companies considered our market
competitors or that have been selected on the basis of industry, global focus or industry leadership: Campbell Soup
Company, The Coca-Cola Company, Colgate-Palmolive Company, Danone S.A., General Mills, Inc., The Hershey
Company, Kellanova, The Kraft Heinz Company, Nestlé S.A., PepsiCo, Inc., The Procter & Gamble Company and
Unilever PLC.
30
Issuer Purchases of Equity Securities
Our stock repurchase activity for each of the three months in the quarter ended December 31, 2024 was:
Period
Total Number
of Shares
Purchased (1)
Average Price Paid
per Share (1)
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (2) (3)
Approximate Dollar
Value of Shares
That May Yet Be
Purchased Under
the Plans or
Programs (2)
October 1-31, 2024
3,497 $
79.25
— $
3,266
November 1-30, 2024
3,587,410
64.43
3,585,592
3,035
December 1-31, 2024
15,935,293
60.96
15,935,259
2,064
For the Quarter Ended
December 31, 2024
19,526,200 $
61.60
19,520,851
(1) The total number of shares purchased (and the average price paid per share) reflects: (i) shares purchased pursuant to the repurchase
program described in (2) below; and (ii) shares tendered to us by employees who used shares to exercise options and to pay the related
taxes for grants of deferred stock units that vested, totaling 3,497 shares, 1,818 shares and 34 shares for the fiscal months of October,
November and December 2024, respectively.
(2) Dollar values stated in millions. Effective January 1, 2023, our Board of Directors authorized a program for the repurchase of up to $6.0 billion
of our Common Stock through December 31, 2025, excluding excise tax. During the year ended December 31, 2023, we repurchased
approximately $1.6 billion of Common Stock pursuant to this authorization. During the year ended December 31, 2024, we repurchased $2.4
billion. On December 10, 2024, our Board of Directors authorized a new program for the repurchase of up to $9.0 billion of our Common
Stock through December 31, 2027, excluding excise tax. This authorization, effective January 1, 2025, replaced our prior share repurchase
program. See related information in Note 13, Capital Stock.
(3) As of January 1, 2023, our share repurchases in excess of issuances are subject to a 1% excise tax enacted by the Inflation Reduction Act.
Any excise tax incurred on share repurchases is recognized as part of the cost basis of the shares acquired in the consolidated statements of
equity.
Item 6. Reserved.
31
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis contains forward-looking statements. It should be read in conjunction with the
other sections of this Annual Report on Form 10-K, including the consolidated financial statements and related
notes contained in Forward-Looking Statements and Item 1A, Risk Factors.
Overview of Business and Strategy
Our core business is making and selling chocolate, biscuits and baked snacks, with additional businesses in
adjacent, locally relevant categories including gum & candy, cheese & grocery and powdered beverages around the
world.
We aim to be the global leader in snacking. Our strategy is to drive long-term growth by focusing on four strategic
priorities: accelerating consumer-centric growth, driving operational excellence, creating a winning growth culture
and scaling sustainable snacking. We believe the successful implementation of our strategic priorities and
leveraging of our attractive global footprint, strong core of iconic global and local brands, marketing, sales,
distribution and cost excellence capabilities, and top talent with a growth mindset, will drive consistent top- and
bottom-line growth, enabling us to continue to create long-term value for our shareholders.
For more detailed information on our business and strategy, refer to Item 1, Business.
Recent Developments and Significant Items Affecting Comparability
Macroeconomic environment
We continue to observe significant market and geopolitical uncertainty, fluctuating consumer demand, inflationary
pressures, supply constraints, trade and regulatory uncertainty and exchange rate volatility. As a result, we
experienced significantly higher operating costs, including higher overall raw material, labor and energy costs that
have continued to rise. In particular, we expect to continue to face higher cocoa costs, as the market price for cocoa
beans has increased significantly year-over-year and it is likely that prices will remain elevated for some time. Refer
to Commodity Trends for additional information.
Our overall outlook for future snacks revenue growth remains strong; however, we anticipate ongoing volatility. We
will continue to proactively manage our business in response to the evolving global economic environment, related
uncertainty and business risks while also prioritizing and supporting our employees and customers. We continue to
take steps to mitigate impacts to our supply chain, operations, technology and assets.
Additionally, we provide more information on risks related to trade and regulatory uncertainty in our Financial
Outlook section and under Item 1A, Risk Factors.
War in Ukraine
In February 2022, following the Russian military invasion of Ukraine, we stopped production and closed our facilities
in Ukraine; since then we have taken steps to protect the safety of our employees and to restore operations at our
two manufacturing facilities, which were significantly damaged in March 2022. See Note 1, Summary of Significant
Accounting Policies - War in Ukraine, to the consolidated financial statements, and refer to Items Affecting
Comparability of Financial Results for additional information.
We have suspended new capital investments and our advertising spending in Russia, but as a food company with
more than 2,500 employees in the country, we have not ceased operations given we believe we play a role in the
continuity of the food supply. We continue to evaluate the situation in Ukraine and Russia and our ability to control
our operating activities and businesses on an ongoing basis and comply with applicable international sanctions. We
continue to consolidate both our Ukrainian and Russian subsidiaries. During both 2024 and 2023, Ukraine
generated 0.4% and Russia generated 2.9% of consolidated net revenue. The profitability of and the assets held by
our Russian business continue to remain above historic levels. We cannot predict if the recent strength in our
Russian business will continue in the future.
Our operations in Russia are subject to risks, including the temporary or permanent loss of assets due to
expropriation or further curtailment of our ability to conduct business operations in Russia. In the event this were to
32
occur, this could lead to the partial or full impairment of our Russian assets or deconsolidation of the operations in
Russia in future periods, or the termination of and loss of revenue from our business operations, based on actions
taken by Russia, other parties or us. For additional information, see Item 1A, Risk Factors, including the risk entitled
“The war in Ukraine has impacted and could continue to impact our business operations, financial performance and
results of operations.”
Developments in the Middle East
In October 2023, conflict developed in the Middle East between Hamas and Israel, and has expanded to other parts
of the region. During 2024, we experienced sales impacts related to this conflict in certain AMEA markets, but this
did not have a material impact on our business, results of operations or financial condition. We continue to evaluate
the impacts of these developments on our business and we cannot predict if it will have a significant impact in the
future.
ERP System Implementation
In July 2024, our Board of Directors approved funding of $1.2 billion for a multi-year systems transformation
program to upgrade our global ERP and supply chain systems (the “ERP System Implementation”). The ERP
System Implementation spending comprises both capital expenditures and operating expenses, of which a majority
is expected to relate to operating expenses. The operating expenses associated with the ERP System
Implementation represent incremental transformational costs above the normal ongoing level of spending on
information technology to support operations. The ERP System Implementation program will be implemented by
region in several phases with spending occurring over the next five years, with expected completion by year-end
2028. Refer to Non-GAAP financial measures and Note 1, Summary of Significant Accounting Policies for additional
information.
Extreme Price Growth in Argentina
During December 2023, the Argentinean peso significantly devalued. The peso's devaluation and potential resulting
distortion on our non-GAAP Organic Net Revenue, Organic Net Revenue growth and other constant currency
growth rate measures resulted in our decision to exclude the impact of pricing increases in excess of 26% year-
over-year ("extreme pricing") in Argentina, from these measures beginning in Q1 2024. The benchmark of 26%
represents the minimum annual inflation rate for each year over a 3-year period which would result in a cumulative
inflation rate in excess of 100%, the level at which an economy is considered hyperinflationary under U.S. GAAP.
Throughout the following MD&A discussion, we now exclude, on a prospective basis beginning on January 1, 2024,
the impact of extreme pricing in Argentina from the net pricing impact of Organic Net Revenue and Organic Net
Revenue growth and its related impact on our other non-GAAP financial constant currency growth measures with a
corresponding offset to changes in currency translation rates. Additionally within the MD&A discussion, "currency-
related items" totals the impact of extreme pricing and the currency translation rate changes. Refer to Non-GAAP
financial measures for additional information.
Currency-related items impacted our non-GAAP financial measures for the year ended December 31, 2024 as
follows:
•
Organic Net Revenue: In total, unfavorable currency-related items of $710 million (2.0 pp) were driven by
unfavorable currency translation rate changes of $1,877 million (5.2 pp), partially offset by extreme pricing
of $1,167 million (3.2 pp). In Emerging Markets, unfavorable currency-related items of $778 million (5.6 pp)
were driven by unfavorable currency translation rate changes of $1,945 million (13.9 pp), partially offset by
extreme pricing of $1,167 million (8.3 pp). In Developed Markets, favorable currency-related items of $68
million (0.3 pp) were driven by favorable currency translation rate changes.
•
Adjusted Operating Income: Unfavorable currency-related items of $191 million were driven by unfavorable
currency translation rate changes of $460 million, partially offset by extreme pricing of $269 million.
•
Adjusted EPS: Unfavorable currency-related items of $0.12 were driven by unfavorable currency translation
rate changes of $0.32, partially offset by extreme pricing of $0.20.
33
Acquisitions and Divestitures
During 2024, we completed the acquisition of Evirth (Shanghai) Industrial Co., Ltd. (“Evirth”), a leading manufacturer
of cakes and pastries in China.
During 2022, we completed the following acquisitions to strategically complement and expand our existing portfolio:
•
Ricolino, a confectionery business with products sold primarily in Mexico
•
Clif Bar & Company (“Clif Bar”), a leading U.S. maker of nutritious energy bars with organic ingredients
•
Chipita Global S.A. ("Chipita"), a high-growth leader in the central and Eastern European croissant and
baked snacks category
Additionally in the fourth quarter of 2022, we announced an agreement to sell the developed market gum business.
On October 1, 2023, we completed the sale of our developed market gum business to Perfetti Van Melle Group,
excluding the Portugal business which we retained pending regulatory approval. After obtaining the regulatory
approval, we completed the sale of the Portugal business to Perfetti Van Melle Group on October 23, 2023.
Refer to Note 2, Acquisitions and Divestitures, and Liquidity and Capital Resources for additional details.
Investment Transactions
JDE Peet’s Transactions (Euronext Amsterdam: “JDEP”)
During the first quarter of 2024, we determined there was an other-than-temporary impairment of our investment in
JDEP, resulting in an impairment charge of €612 million ($665 million). On November 29, 2024, we sold our
remaining 85.9 million shares to JAB Holdings Company and recorded a gain of €313 million ($332 million)
In 2023, we sold approximately 9.9 million of our shares, which reduced our ownership interest by 2.0 percentage
points, from 19.7% to 17.7%. We recorded a loss of €21 million ($23 million). In 2022, we sold approximately 18.6
million of our shares back to JDEP, which reduced our ownership interest by approximately 3.0 percentage points.
We recorded a loss of €8 million ($8 million).
Keurig Dr Pepper Transactions (Nasdaq: "KDP")
In 2023, we sold the remainder of our shares in KDP, representing approximately 76 million shares. Our reduction in
ownership to below 5% eliminated our significant influence over KDP, resulting in a change in accounting from
equity method investment accounting to accounting for equity interests with readily determinable fair values in the
first quarter of 2023. Prior to this change, we recorded a pre-tax gain on equity method transactions of $493 million
($368 million after-tax) in 2023. After the change in accounting, we recorded pre-tax gains for marketable securities
of $606 million in 2023.
For additional information, refer to Note 7, Investments and Note 10, Financial Instruments.
Benefit Plans
During the third quarter of 2024, we entered into an agreement with two third party insurance companies for the
Mondelēz Global LLC Retirement Plan (“MDLZ Global Plan”), the pension plan for US salaried employees. The
agreement features a buy-in of the plan assets with an option to elect a future buy-out conversion. The MDLZ
Global Plan was terminated on December 31, 2024, and we intend to execute the buy-out conversion in 2025. Refer
to Note 10, Benefit Plans for additional information.
Taxes
We continue to monitor existing and potential future tax reform around the world. Numerous countries have now
enacted the Organization of Economic Cooperation and Development’s model rules on a global minimum tax,
effective for 2024. Important details of these minimum tax regimes are still being considered. Based on the
guidance available thus far, this legislation did not have a material impact on our consolidated financial statements,
but we will continue to evaluate it as additional guidance and clarification becomes available.
34
Financial Outlook
We seek to achieve profitable, long-term growth and manage our business to attain this goal using our key
operating metrics: Organic Net Revenue, Adjusted Operating Income and Adjusted EPS. We use these non-GAAP
financial metrics and related computations, particularly growth in profit dollars, to evaluate and manage our
business and to plan and make near- and long-term operating and strategic decisions. As such, we believe these
metrics are useful to investors as they provide supplemental information in addition to our U.S. Generally Accepted
Accounting Principles (“U.S. GAAP”) financial results. We believe it is useful to provide investors with the same
financial information that we use internally to make comparisons of our historical operating results, identify trends in
our underlying operating results and evaluate our business. We believe our non-GAAP financial measures should
always be considered in relation to our GAAP results. Refer to Non-GAAP Financial Measures for the definitions of
our non-GAAP financial measures and Consolidated Results of Operations for the respective reconciliations.
In addition to monitoring our key operating metrics, we monitor a number of developments and trends that could
impact our revenue and profitability objectives:
Demand
We monitor consumer spending and our market share within the food and beverage categories in which we sell our
products. Core snacks categories continued to expand due to the continued growth of snacking as a consumer
behavior around the world. As part of our strategic plan, we seek to drive category growth by leveraging our local
and consumer-focused commercial approach, making investments in our brand and snacks portfolio, building strong
routes to market in both emerging and developed markets and improving our availability across multiple channels.
We believe these actions will help drive demand in our categories and strengthen our positions across markets.
Long-Term Demographics and Consumer Trends
Snack food consumption is highly correlated to GDP growth, urbanization of populations and rising discretionary
income levels associated with a growing middle class, particularly in emerging markets. We believe that snacks
continue to be a source of comfort as well as excitement and variety for consumers. Social media increasingly helps
consumers find food trends, inspiration and connection on their social media and other feeds. Consumers are also
interested in buying snacks conveniently, whether through same-day delivery platforms, shipped sources or different
retail settings. Many consumers also continue to prioritize sustainability in their purchase decisions, valuing
sustainably sourced ingredients, low carbon footprint preparation and lower waste packaging. We seek to continue
to offer snacks that meet consumer needs and preferences and align with our strategic priorities.
Pricing
Our net revenue growth and profitability may be affected as we adjust prices to address new conditions, such as
increasing input and operating costs due to supply, transportation and labor constraints, the impact of tariffs and
higher cost trends. We adjust our product prices based on a number of variables including market factors,
transportation, logistics and changes in our product input costs, and we have increased prices to control costs given
significant cost inflation.
Operating Costs
Our operating costs include raw materials, labor, selling, general and administrative expenses, taxes, currency
impacts and financing costs. We manage these costs through cost saving and productivity initiatives, sourcing and
hedging programs, pricing actions, refinancing and tax planning. We experienced significantly higher operating
costs, including higher overall raw material (particularly cocoa) and labor costs that have continued to rise. Refer to
Commodity Trends for additional information.
Trade and Regulatory Uncertainty
In many markets, including the United States, a portion of our products, including significant inputs, are imported
from other jurisdictions. On February 1, 2025, the United States government announced tariffs up to 25% on imports
from certain countries, including Mexico and Canada, and 10% tariffs on product imports from certain countries,
including China. While we are still evaluating the potential impact of these actions as well as our ability to mitigate
the impact, they are expected to adversely impact our revenue and cost of goods sold in the United States. If the
provisions of those tariffs were maintained as proposed, we would expect those adverse impacts to be significant. In
addition, retaliatory tariffs imposed by other countries or other potential government actions, would likely result in
further adverse impacts to our revenue and cost of goods sold. For additional information, see Item 1A, Risk
Factors, including the risk entitled “We are subject to risks from changes to the trade policies and tariff and import/
export regulations by the U.S. and/or other foreign governments.”
35
Summary of Results
•
Net revenues were approximately $36.4 billion in 2024 and $36.0 billion in 2023, an increase of 1.2% in
2024 and an increase of 14.4% in 2023.
–
Net revenues increased in 2024, driven by higher net pricing and incremental net revenue from our
acquisition of Evirth, partially offset by unfavorable currency-related items, as the U.S. dollar
strengthened relative to most currencies we operate in compared to exchange rates in the prior
year, the impact of our 2023 divestiture of the developed market gum business and unfavorable
volume/mix.
–
Net revenues increased in 2023, driven by higher net pricing, incremental net revenues from our
acquisitions of Clif Bar and Ricolino in 2022, favorable volume/mix and incremental net revenue
from a short-term distributor agreement related to the sale of our developed market gum business,
partially offset by a significant impact from unfavorable currency translation, as the U.S. dollar
strengthened relative to most currencies we operate in compared to exchange rates in the prior
year, and the impact of our developed market gum divestiture in 2023.
•
Organic Net Revenue, a non-GAAP financial measure, increased 4.3% to $37.1 billion in 2024 and
increased 14.7% to $35.6 billion in 2023. In 2024, Organic Net Revenue increased due to higher net pricing,
partially offset by unfavorable volume/mix. In 2023, Organic Net Revenue grew due to higher net pricing
and favorable volume/mix. Organic Net Revenue is on a constant currency basis and excludes revenue
from acquisitions and divestitures. Refer to Non-GAAP Financial Measures for the definition of Organic Net
Revenue and Consolidated Results of Operations for our reconciliation with net revenues.
•
Diluted EPS attributable to Mondelēz International decreased 5.5% to $3.42 in 2024 and increased 84.7%
to $3.62 in 2023.
–
Diluted EPS decreased in 2024 driven by lapping prior-year gain on marketable securities, lapping
prior-year gain on equity method investment transactions, 2024 net loss on equity method
transactions including an impairment, lapping prior-year gain and operating results from the
developed market gum business divested in 2023, higher intangible asset impairment charges and
costs incurred for the ERP Systems Implementation program. These unfavorable items were
partially offset by an increase in Adjusted EPS, favorable year-over-year change in acquisition
integration costs and contingent consideration adjustments, favorable year-over-year change in
mark-to-market impacts from commodity and currency derivatives, lower divestiture-related costs,
lower remeasurement loss of net monetary position, favorable year-over-year change in initial
impacts from enacted tax law changes and lapping prior-year impact from the European
Commission legal matter.
–
Diluted EPS increased in 2023 driven by an increase in Adjusted EPS, a gain on marketable
securities, favorable year-over-year change in mark-to-market impacts from currency and
commodity derivatives, higher net gain on equity method investment transactions, lower impact
from the European Commission legal matter, lapping prior year acquisition-related costs, lapping
prior year incremental costs due to the war in Ukraine, a gain on divestiture, lapping prior year loss
on debt extinguishment, lower intangible asset impairment charges and lapping prior year inventory
step-up charges. These favorable items were partially offset by lower operating results from
divestitures, higher acquisition integration costs and contingent consideration adjustments, higher
negative initial impacts from enacted tax law changes, higher remeasurement loss of net monetary
position, higher divestiture-related costs, lapping prior year 2017 malware incident net recoveries
and higher Simplify to Grow program costs.
•
Adjusted EPS, a non-GAAP financial measure, increased 9.1% to $3.36 in 2024 and increased 15.4% to
$3.08 in 2023. On a constant currency basis, Adjusted EPS increased 13.0% to $3.48 in 2024 and
increased 20.2% to $3.21 in 2023. Refer to Non-GAAP Financial Measures for the definition of Adjusted
EPS and Consolidated Results of Operations for our reconciliation with diluted EPS.
–
Adjusted EPS increased in 2024, driven by operating gains, fewer shares outstanding, lower taxes,
lower interest expense, impact from an acquisition and higher benefit plan non-service income,
partially offset by unfavorable currency-related items and lapping prior year dividend income related
to our former KDP investment.
–
Adjusted EPS increased in 2023, driven by operating gains, impact from acquisitions, lower interest
expense, fewer shares outstanding, dividend income from marketable securities and higher equity
method investment earnings, partially offset by unfavorable currency translation, higher taxes and
lower benefit plan non-service income.
36
Discussion and Analysis of Historical Results
Items Affecting Comparability of Financial Results
The following table includes significant income or (expense) items that affected the comparability of our results of
operations and our effective tax rates. Please refer to the notes to the consolidated financial statements indicated
below for more information. Refer also to the Consolidated Results of Operations – Net Earnings and Earnings per
Share Attributable to Mondelēz International table for the after-tax per share impacts of these items.
For the Years Ended December 31,
See Note
2024
2023
2022
(in millions, except percentages)
Simplify to Grow Program
Note 8
Restructuring Charges
$
(77)
$
(106)
$
(36)
Implementation Charges
(72)
(25)
(87)
Intangible asset impairment charges
Note 6
(153)
(26)
(101)
Mark-to-market gains/(losses) from derivatives (1)
Note 10
544
185
(318)
Acquisition and divestiture-related costs
Note 2
Acquisition integration costs and
contingent consideration adjustments (1)
315
(246)
(148)
Inventory step-up
(3)
—
(25)
Acquisition-related costs
(3)
—
(254)
Gain on acquisition and divestitures
4
108
—
Divestiture-related costs
(1)
(83)
(18)
2017 Malware incident net recoveries
—
—
37
Incremental costs due to war in Ukraine
Note 1
(3)
1
(121)
European Commission legal matter
Note 14
3
(43)
(318)
ERP System Implementation costs (2)
(78)
—
—
Remeasurement of net monetary position
Note 1
(31)
(98)
(40)
Impact from pension participation changes (1)
Note 11
(10)
(10)
(10)
Loss on debt extinguishment and related expenses
Note 9
—
(1)
(129)
Initial impacts from enacted tax law changes
Note 16
(24)
(83)
(17)
Gain on marketable securities
Note 7
—
593
—
(Loss)/gain on equity method
investment transactions (3)
Note 7
(321)
462
(22)
Effective tax rate
Note 16
23.5 %
26.1 %
26.8 %
(1) Includes impacts recorded in operating income, benefit plan non-service income and interest expense and other, net. Mark-to-market gains/
(losses) above also include our equity method investment-related derivative contract mark-to-market gains/(losses) (refer to Note 10,
Financial Instruments) that are recorded in the gain on equity method investment transactions on our consolidated statement of earnings.
(2) ERP System Implementation program costs represent incremental operating expenses above the normal ongoing level of spending on
information technology to support operations. These expenses include third-party consulting fees, direct labor costs associated with the
program, accelerated depreciation of our existing SAP financial systems and various other expenses, all associated with the implementation
of our information technology upgrades.
(3) (Loss)/gain on equity method investment transactions includes impairments and is recorded outside pre-tax operating results on the
consolidated statement of earnings. See footnote (1) as mark-to-market gains/(losses) on our equity method-investment-related derivative
contracts are presented in the table above within mark-to-market gains/(losses) from derivatives. In addition, the amount shown in 2024 is
inclusive of the gain on economic hedges related to sales proceeds from our JDEP transaction, which was recorded in Interest and other
expense, net.
37
Consolidated Results of Operations
The following discussion compares our consolidated results of operations for 2024 with 2023 and 2023 with 2022.
2024 compared with 2023
For the Years Ended
December 31,
2024
2023
$ Change
% Change
(in millions, except per share data)
Net revenues
$
36,441 $
36,016 $
425
1.2 %
Operating income
6,345
5,502
843
15.3 %
Net earnings attributable to
Mondelēz International
4,611
4,959
(348)
(7.0) %
Diluted earnings per share attributable to
Mondelēz International
3.42
3.62
(0.20)
(5.5) %
Net Revenues
Net revenues increased $425 million (1.2%) to $36,441 million in 2024, and Organic Net Revenue (1) increased
$1,544 million (4.3%) to $37,054 million. Emerging markets net revenues increased 1.1% and emerging markets
Organic Net Revenue increased 6.2% (1). Developed markets net revenues increased 1.2% and developed markets
Organic Net Revenue increased 3.2% (1). The underlying changes in net revenues and Organic Net Revenue are
detailed below:
For The Year Ended December 31, 2024
Reported (GAAP)
$
14,163
$
22,278
$
36,441
Short-term distributor agreements
(3)
(22)
(25)
Acquisitions
(72)
—
(72)
Currency-related items
778
(68)
710
Organic (Non-GAAP)
$
14,866
$
22,188
$
37,054
For The Year Ended December 31, 2023
Reported (GAAP)
$
14,011
$
22,005
$
36,016
Divestitures
(5)
(479)
(484)
Short-term distributor agreements
(2)
(20)
(22)
Organic (Non-GAAP)
$
14,004
$
21,506
$
35,510
$ Change
Reported (GAAP)
1.1 %
1.2 %
1.2 %
Divestitures
- pp
2.3 pp
1.4 pp
Acquisitions
(0.5)
—
(0.3)
Currency-related items
5.6
(0.3)
2.0
Organic (Non-GAAP)
6.2 %
3.2 %
4.3 %
Vol/Mix
(0.6)pp
(1.1)pp
(1.0)pp
Pricing
6.8
4.3
5.3
Emerging
Markets
Developed
Markets
Mondelēz
International
(1) Please see the Non-GAAP Financial Measures section for additional information.
Net revenue increase of 1.2% was driven by our underlying Organic Net Revenue growth of 4.3% and the impact of
an acquisition, partially offset by unfavorable currency-related items and the impact of our 2023 divestiture of the
developed market gum business. Organic Net Revenue growth was driven by higher net pricing, partially offset by
unfavorable volume/mix. Higher net pricing in all regions was due to the benefit of carryover pricing from 2023 as
well as the effects of input cost-driven pricing actions taken during 2024. Overall, unfavorable volume/mix was
driven by volume declines, reflecting the impacts of expected customer price negotiation disruptions in Europe
primarily in the second quarter, consumer demand softness in the U.S. and Mexico in the first half of the year and
geopolitical impacts in parts of AMEA, which were partially offset by favorable product mix. Unfavorable volume/mix
was reflected in Europe and Latin America, partially offset by a gain in AMEA, while North America was essentially
flat. The November 1, 2024 acquisition of Evirth added incremental net revenues of $72 million (constant currency
basis) in 2024. Currency-related items decreased net revenues by $710 million, driven by unfavorable currency
38
translation rate changes, partially offset by the adjustment for extreme pricing in Argentina. Refer to Recent
Developments and Significant Items Affecting Comparability for additional information. Unfavorable currency
translation rate changes were due to the strength of the U.S. dollar relative to most currencies, primarily the
Argentinean peso, as well as the Brazilian real, Nigerian naira, Turkish Lira, Russian ruble, Egyptian pound,
Mexican peso and Chinese yuan, partially offset by the strength of a few currencies relative to the U.S. dollar,
including the British pound sterling, Polish zloty, euro and Colombian peso. The impact of our 2023 divestiture of the
developed market gum business resulted in a year-over-year reduction in net revenues of $484 million in 2024.
Refer to Note 2, Acquisitions and Divestitures, for additional information.
Operating Income
Operating income increased $843 million (15.3%) to $6,345 million in 2024, Adjusted Operating Income (1) increased
$265 million (4.7%) to $5,899 million and Adjusted Operating Income on a constant currency basis increased
$456 million (8.1%) to $6,090 million due to the following:
For the Years Ended
December 31,
2024
2023
$ Change
% Change
(in millions)
Operating Income
$
6,345 $
5,502 $
843
15.3 %
Simplify to Grow Program (2)
149
131
18
Intangible asset impairment charges (3)
153
26
127
Mark-to-market gains from derivatives (4)
(543)
(189)
(354)
Acquisition integration costs and
contingent consideration adjustments (5)
(315)
246
(561)
Inventory step-up (5)
3
—
3
Acquisition-related costs (5)
3
—
3
Gain on acquisition and divestitures (5)
(4)
(108)
104
Divestiture-related costs (5)
1
83
(82)
Operating results from divestitures (5)
—
(194)
194
Operating results from short-term distributor agreements
(2)
(3)
1
European Commission legal matter (6)
(3)
43
(46)
Incremental costs due to war in Ukraine (7)
3
(1)
4
ERP System Implementation costs (8)
78
—
78
Remeasurement of net monetary position (9)
31
98
(67)
Adjusted Operating Income (1)
$
5,899 $
5,634 $
265
4.7 %
Currency-related items
191
—
191
Adjusted Operating Income (constant currency) (1)
$
6,090 $
5,634 $
456
8.1 %
Key Drivers of Adjusted Operating Income (constant currency)
$ Change
Higher net pricing
$
1,889
Higher input costs
(1,079)
Unfavorable volume/mix
(149)
Higher selling, general and administrative expenses
(215)
Impact from acquisitions (5)
10
Higher amortization of intangible assets
(1)
Lower asset impairment charges
1
Total change in Adjusted Operating Income (constant currency) (1)
$
456
(1) Refer to the Non-GAAP Financial Measures section for additional information.
(2) Refer to Note 8, Restructuring Program, for more information.
(3) Refer to Note 6, Goodwill and Intangible Assets, for more information.
(4) Refer to Note 10, Financial Instruments, and the Non-GAAP Financial Measures section for more information on the unrealized gains/losses
on commodity and forecasted currency transaction derivatives.
39
(5) Refer to Note 2, Acquisitions and Divestitures, for more information on the November 1, 2024 acquisition of Evirth, October 1, 2023 sale of
the developed market gum business, November 1, 2022 acquisition of Ricolino, August 1, 2022 acquisition of Clif Bar and the January 3,
2022 acquisition of Chipita.
(6) Refer to Note 14, Commitments and Contingencies, for more information.
(7) Refer to Note 1, Summary of Significant Accounting Policies – War in Ukraine, for more information.
(8) Refer to Recent Developments and Significant Items Affecting Comparability - ERP System Implementation, for additional information.
(9) Refer to Note 1, Summary of Significant Accounting Policies – Currency Translation and Highly Inflationary Accounting, for information on our
application of highly inflationary accounting for Argentina, Türkiye, Egypt and Nigeria.
During 2024, we realized higher net pricing, which was partially offset by increased input costs and unfavorable
volume/mix. Higher net pricing, which included the carryover impact of pricing actions taken in 2023 as well as the
effects of input cost-driven pricing actions taken during 2024, was reflected across all regions. The increase in input
costs was driven by higher raw material costs, partially offset by lower manufacturing costs driven by productivity.
Higher raw material costs were in part due to higher cocoa, sugar, nuts and other ingredient costs, as well as
unfavorable year-over-year currency exchange transaction costs on imported materials, partially offset by lower
energy, edible oils, grains, dairy and packaging costs. Overall, unfavorable volume/mix was due to volume declines
partially offset by favorable product mix. Unfavorable volume/mix was experienced in all regions.
Total selling, general and administrative expenses decreased $563 million from 2023, which was net of benefits
from a number of factors noted in the table above, including in part, favorable contingent consideration adjustments
related to the Clif Bar acquisition and lower acquisition integration costs, lapping prior-year divestiture-related costs,
the elimination of costs from the developed market gum business divested in 2023, lower remeasurement loss of
net monetary position, a favorable currency translation impact related to expenses and lapping prior-year impact
from the European Commission legal matter, marginally offset by costs incurred for the ERP System Implementation
program and higher implementation costs incurred for the Simplify to Grow program. Excluding these factors,
selling, general and administrative expenses increased $215 million from 2023. The increase was driven primarily
by higher advertising and consumer promotion costs and higher overhead costs in part due to increased
investments in route to market capabilities.
Unfavorable currency-related items, net of the adjustment for extreme pricing in Argentina, decreased operating
income by $191 million primarily due to the strength of the U.S. dollar relative to most currencies, including the
Argentinean peso, Russian ruble, Brazilian real, Egyptian pound, Turkish lira, Chinese yuan and Nigerian naira,
partially offset by the strength of a few currencies relative to the U.S. dollar, primarily the British pound sterling and
Polish zloty.
Operating income margin increased from 15.3% in 2023 to 17.4% in 2024. The increase in operating income margin
was driven primarily by favorable year-over-year change in acquisition integration costs and contingent
consideration adjustments, favorable year-over-year change in mark-to-market gains/(losses) from commodity and
currency hedging activities, higher Adjusted Operating Income margin, lower divestiture-related costs, lapping prior-
year impact from the European Commission legal matter and lower remeasurement loss of net monetary position,
partially offset by higher intangible asset impairment charges, lapping the prior-year gain and the impact from the
developed market gum business divested in 2023 and costs incurred for the ERP System Implementation program.
Adjusted Operating Income margin increased from 15.9% in 2023 to 16.2% in 2024. The increase was driven
primarily by higher net pricing, lower manufacturing costs driven by productivity and overhead cost leverage,
partially offset by higher raw material costs and higher advertising and consumer promotion costs.
40
Net Earnings and Earnings per Share Attributable to Mondelēz International
Net earnings attributable to Mondelēz International of $4,611 million decreased by $(348) million (7.0%) in 2024.
Diluted EPS attributable to Mondelēz International was $3.42 in 2024, down $(0.20) (5.5%) from 2023. Adjusted
EPS (1) was $3.36 in 2024, up $0.28 (9.1%) from 2023. Adjusted EPS on a constant currency basis was $3.48 in
2024, up $0.40 (13.0%) from 2023.
For the Years Ended
December 31,
2024
2023
$ Change
% Change
Diluted EPS attributable to Mondelēz International
$
3.42 $
3.62 $
(0.20)
(5.5) %
Simplify to Grow Program (2)
0.09
0.08
0.01
Intangible asset impairment charges (2)
0.08
0.01
0.07
Mark-to-market gains from derivatives (2)
(0.32)
(0.12)
(0.20)
Acquisition integration costs and
contingent consideration adjustments (2)
(0.17)
0.14
(0.31)
Divestiture-related costs (2)
—
0.04
(0.04)
Operating results from divestitures (2) (3)
(0.07)
(0.17)
0.10
Gain on divestitures (2)
—
(0.08)
0.08
European Commission legal matter (2)
—
0.01
(0.01)
ERP System Implementation costs (2)
0.04
—
0.04
Remeasurement of net monetary position (2)
0.02
0.07
(0.05)
Impact from pension participation changes (2)
0.01
0.01
—
Initial impacts from enacted tax law changes (4)
0.02
0.06
(0.04)
Gain on marketable securities (5)
—
(0.34)
0.34
Loss/(gain) on equity method investment transactions (6)
0.24
(0.25)
0.49
Adjusted EPS (1)
$
3.36 $
3.08 $
0.28
9.1 %
Currency-related items
0.12
—
0.12
Adjusted EPS (constant currency) (1)
$
3.48 $
3.08 $
0.40
13.0 %
Key Drivers of Adjusted EPS (constant currency)
$ Change
Increase in operations
$
0.24
Impact from acquisitions (2)
0.01
Change in benefit plan non-service income
0.01
Change in interest and other expense, net (6)
0.04
Change in dividend income from marketable securities
(0.01)
Change in income taxes (4)
0.05
Change in shares outstanding (7)
0.06
Total change in Adjusted EPS (constant currency) (1)
$
0.40
(1)
Refer to the Non-GAAP Financial Measures section appearing for additional information. The tax expense/(benefit) of each of the pre-tax
items excluded from our GAAP results was computed based on the facts and tax assumptions associated with each item, and such impacts
have also been excluded from Adjusted EPS.
• 2024 taxes for the: Simplify to Grow Program were $(36) million, intangible asset impairment charges were $(40) million, mark-to-market
gains from derivatives were $107 million, acquisition integration costs and contingent consideration adjustments were $89 million,
operating results from divestitures were zero, ERP Systems Implementation costs were $(19) million, remeasurement of net monetary
position were zero, impact from pension participation changes were $(3) million, initial impacts from enacted tax law changes were $24
million and loss on equity method investment transactions were $4 million.
• 2023 taxes for the: Simplify to Grow Program were $(26) million, intangible asset impairment charges were $(6) million, mark-to-market
gains from derivatives were $21 million, acquisition integration costs and contingent consideration adjustments were $(60) million,
divestiture-related costs were $(25) million, operating results from divestitures were $46 million, gain on divestiture were $(8) million,
European Commission legal matter were $(24) million, remeasurement of net monetary position were zero, impact from pension
participation changes were $(3) million, initial impacts from enacted tax law changes were $83 million, gain on marketable securities were
$133 million and gain on equity method investment transactions were $124 million.
(2)
See the Operating Income table above and the related footnotes for more information.
41
(3)
Divestitures include completed sales of businesses, partial or full sales of equity method investments and exits of major product lines upon
completion of a sale or licensing agreement.
(4)
Refer to Note 16, Income Taxes, for information on income taxes.
(5)
Refer to Note 7, Investments, for more information on gains on marketable securities and gains and losses on equity method investment
transactions.
(6)
Excludes the currency impact on interest expense related to our non-U.S. dollar-denominated debt which is included in currency translation.
(7)
Refer to Note 12, Stock Plans, for more information on our equity compensation programs and share repurchase program and Note 17,
Earnings per Share, for earnings per share weighted-average share information.
42
2023 compared with 2022
For the Years Ended
December 31,
2023
2022
$ Change
% Change
(in millions, except per share data)
Net revenues
$
36,016 $
31,496 $
4,520
14.4 %
Operating income
5,502
3,534
1,968
55.7 %
Net earnings attributable to
Mondelēz International
4,959
2,717
2,242
82.5 %
Diluted earnings per share attributable to
Mondelēz International
3.62
1.96
1.66
84.7 %
Net Revenues
Net revenues increased $4,520 million (14.4%) to $36,016 million in 2023, and Organic Net Revenue (1) increased
$4,572 million (14.7%) to $35,570 million. Emerging markets net revenues increased 15.0% and emerging markets
Organic Net Revenue increased 20.4% (1). Developed markets net revenues increased 13.9% and developed
markets Organic Net Revenue increased 11.1%(1). The underlying changes in net revenues and Organic Net
Revenue are detailed below:
Emerging
Markets
Developed
Markets
Mondelēz
International
For The Year Ended December 31, 2023
Reported (GAAP)
$
14,011
$
22,005
$
36,016
Divestitures
(5)
(479)
(484)
Short-term distributor agreements
(2)
(20)
(22)
Acquisitions
(507)
(529)
(1,036)
Currency
1,138
(42)
1,096
Organic (Non-GAAP)
$
14,635
$
20,935
$
35,570
For The Year Ended December 31, 2022
Reported (GAAP)
$
12,184
$
19,312
$
31,496
Divestitures
(27)
(471)
(498)
Organic (Non-GAAP)
$
12,157
$
18,841
$
30,998
% Change
Reported (GAAP)
15.0 %
13.9 %
14.4 %
Divestitures
0.2 pp
0.4 pp
0.2 pp
Short-term distributor agreements
—
(0.2)
—
Acquisitions
(4.2)
(2.8)
(3.4)
Currency
9.4
(0.2)
3.5
Organic (Non-GAAP)
20.4 %
11.1 %
14.7 %
Vol/Mix
2.8 pp
0.4 pp
1.3 pp
Pricing
17.6
10.7
13.4
(1) Please see the Non-GAAP Financial Measures section for additional information.
Net revenue increase of 14.4% was driven by our underlying Organic Net Revenue growth of 14.7%, the impact of
acquisitions and the impact of a short-term distributor agreement, partially offset by unfavorable currency translation
and the impact of divestitures. Overall, we continued to see strong demand for our snack category products across
most regions. Organic Net Revenue growth was driven by higher net pricing and favorable volume/mix. Higher net
pricing in all regions was due to the benefit of carryover pricing from 2022 as well as the effects of input cost-driven
pricing actions taken during 2023. Favorable volume/mix was driven by AMEA, Latin America and Europe reflecting
both improved product mix and volume gains, while volume/mix was essentially flat in North America. The
November 1, 2022 acquisition of Ricolino added incremental net revenues of $507 million (constant currency basis)
through the one-year anniversary of the acquisition. The August 1, 2022 acquisition of Clif Bar added incremental
net revenues of $529 million through the one-year anniversary of the acquisition. The short-term distributor
agreement related to the October 1, 2023 sale of our developed market gum business added incremental net
revenues of $22 million. Unfavorable currency impacts decreased net revenues by $1,096 million, due primarily to
the strength of the U.S. dollar relative to several currencies, primarily due to the Argentinean peso and Russian
ruble as well as the Turkish lira, Egyptian pound, Indian rupee, Chinese yuan, Nigerian naira, Australian dollar,
43
South African rand, Pakistan rupee and Canadian dollar, partially offset by the strength of several currencies relative
to the U.S. dollar, including the Mexican peso, euro, Brazilian real, Polish zloty and British pound sterling. The
impact of 2023 and 2022 divestitures resulted in a year-over-year reduction in net revenues of $14 million. Refer to
Note 2, Acquisitions and Divestitures, for additional information.
Operating Income
Operating income increased $1,968 million (55.7%) to $5,502 million in 2023, Adjusted Operating Income
(1) increased $749 million (15.3%) to $5,634 million and Adjusted Operating Income on a constant currency basis
increased $939 million (19.2%) to $5,824 million due to the following:
For the Years Ended
December 31,
2023
2022
$ Change
% Change
(in millions)
Operating Income
$
5,502 $
3,534 $
1,968
55.7 %
Simplify to Grow Program (2)
131
122
9
Intangible asset impairment charges (3)
26
101
(75)
Mark-to-market (gains)/losses from derivatives (4)
(189)
326
(515)
Acquisition integration costs (5)
246
136
110
Inventory step-up (5)
—
25
(25)
Acquisition-related costs (5)
—
330
(330)
Gain on divestitures (5)
(108)
—
(108)
Divestiture-related costs (5)
83
18
65
Operating results from divestitures (5)
(194)
(148)
(46)
Operating results from short-term distributor agreements
(3)
—
(3)
2017 Malware incident recoveries, net
—
(37)
37
European Commission legal matter (6)
43
318
(275)
Incremental costs due to war in Ukraine (7)
(1)
121
(122)
Remeasurement of net monetary position (8)
98
40
58
Impact from pension participation changes (9)
—
(1)
1
Adjusted Operating Income (1)
$
5,634 $
4,885 $
749
15.3 %
Currency-related items
190
—
190
Adjusted Operating Income (constant currency) (1)
$
5,824 $
4,885 $
939
19.2 %
Key Drivers of Adjusted Operating Income (constant currency)
$ Change
Higher net pricing
$
4,143
Higher input costs
(2,522)
Favorable volume/mix
189
Higher selling, general and administrative expenses
(947)
Impact from acquisitions (5)
112
Higher asset impairment charges
(36)
Total change in Adjusted Operating Income (constant currency) (1)
$
939
(1)
Refer to the Non-GAAP Financial Measures section.
(2)
Refer to Note 8, Restructuring Program, for more information.
(3)
Refer to Note 6, Goodwill and Intangible Assets, for more information.
(4)
Refer to Note 10, Financial Instruments, Note 18, Segment Reporting, and Non-GAAP Financial Measures for more information on the
unrealized gains/losses on commodity and forecasted currency transaction derivatives.
(5)
Refer to Note 2, Acquisitions and Divestitures, for more information on the October 1, 2023 sale of the developed market gum business,
November 1, 2022 acquisition of Ricolino, August 1, 2022 acquisition of Clif Bar and the January 3, 2022 acquisition of Chipita.
(6)
Refer to Note 14, Commitments and Contingencies, for more information.
(7)
Refer to Note 1, Summary of Significant Accounting Policies – War in Ukraine, for more information.
(8)
Refer to Note 1, Summary of Significant Accounting Policies – Currency Translation and Highly Inflationary Accounting, for information on
our application of highly inflationary accounting for Argentina and Türkiye.
(9)
Refer to Note 11, Benefit Plans, for more information.
44
During 2023, we realized higher net pricing and favorable volume/mix, which was partially offset by increased input
costs. Higher net pricing, which included the carryover impact of pricing actions taken in 2022 as well as the effects
of input cost-driven pricing actions taken during 2023, was reflected across all regions. Overall, volume/mix
benefited from improved product mix and continued strong demand for our snack category products across most
regions. Favorable volume/mix was driven by AMEA, Latin America and Europe, which was marginally offset by
slightly unfavorable volume/mix in North America. The increase in input costs was driven by higher raw material
costs, slightly offset by lower manufacturing costs driven by productivity. Higher raw material costs were in part due
to higher energy, sugar, grains, dairy, cocoa, packaging, edible oils and other ingredients costs as well as
unfavorable year-over-year currency exchange transaction costs on imported materials.
Total selling, general and administrative expenses increased $618 million from 2022, due to a number of factors
noted in the table above, including in part, the impact of acquisitions, higher acquisition integration costs and
contingent consideration adjustments, higher divestiture-related costs, higher remeasurement loss of net monetary
position and lapping prior-year 2017 malware incident net recoveries, which were offset by a lower impact from the
European Commission legal matter, lapping prior year acquisition-related costs, a favorable currency impact related
to expenses, lower implementation costs incurred for the Simplify to Grow program, the impact from divestitures and
lower incremental costs due to the war in Ukraine. Excluding these factors, selling, general and administrative
expenses increased $947 million from 2022. The increase was driven primarily by higher advertising and consumer
promotion costs and higher overhead costs in part due to increased investments in route to market capabilities.
Unfavorable currency changes decreased operating income by $190 million, primarily due to the strength of the
U.S. dollar relative to most currencies, including the Russian ruble, Argentinean peso, Egyptian pound, Chinese
yuan, Indian rupee, Turkish lira, Australian dollar and South African rand, partially offset by the strength of a few
currencies relative to the U.S. dollar, primarily the euro, Mexican peso, Brazilian real and Polish zloty.
Operating income margin decreased from 11.2% in 2022 to 15.3% in 2023. The decrease in operating income
margin was driven primarily by the favorable year-over-year change in mark-to-market gains/(losses) from currency
and commodity hedging activities, lapping prior year acquisition-related costs, lower impact from the European
Commission legal matter, lower incremental costs due to the war in Ukraine, gain on the sale of our developed
market gum business, lower intangible asset impairment charges, higher Adjusted Operating Income margin and
lapping prior year inventory step-up charges, partially offset by higher acquisition integration costs and contingent
consideration adjustments, higher divestiture-related costs, higher remeasurement loss of net monetary position
and lapping prior year 2017 malware incident net recoveries. Adjusted Operating Income margin increased from
15.8% in 2022 to 15.9% in 2023. The increase was driven primarily by higher net pricing, overhead cost leverage,
lower manufacturing costs driven by productivity and favorable product mix, partially offset by higher raw material
costs and higher advertising and consumer promotion costs.
45
Net Earnings and Earnings per Share Attributable to Mondelēz International
Net earnings attributable to Mondelēz International of $4,959 million increased by $2,242 million (82.5%) in 2023.
Diluted EPS attributable to Mondelēz International was $3.62 in 2023, up $1.66 (84.7%) from 2022. Adjusted EPS
(1) was $3.08 in 2023, up $0.41 (15.4%) from 2022. Adjusted EPS on a constant currency basis was $3.21 in 2023,
up $0.54 (20.2%) from 2022.
For the Years Ended
December 31,
2023
2022
$ Change
% Change
Diluted EPS attributable to Mondelēz International
$
3.62 $
1.96 $
1.66
84.7 %
Simplify to Grow Program (2)
0.08
0.07
0.01
Intangible asset impairment charges (2)
0.01
0.05
(0.04)
Mark-to-market (gains)/losses from derivatives (2)
(0.12)
0.19
(0.31)
Acquisition integration costs and
contingent consideration adjustments (2)
0.14
0.05
0.09
Inventory step-up
—
0.01
(0.01)
Acquisition-related costs (2)
—
0.19
(0.19)
Divestiture-related costs (2)
0.04
0.01
0.03
Operating results from divestitures (2)
(0.17)
(0.30)
0.13
Gain on marketable securities (6)
(0.34)
—
(0.34)
2017 Malware incident net recoveries
—
(0.02)
0.02
European Commission legal matter
0.01
0.23
(0.22)
Incremental costs due to war in Ukraine
—
0.09
(0.09)
Gain on divestitures (2)
(0.08)
—
(0.08)
Remeasurement of net monetary position (2)
0.07
0.03
0.04
Impact from pension participation changes (2)
0.01
0.01
—
Loss on debt extinguishment (3)
—
0.07
(0.07)
Initial impacts from enacted tax law changes (4)
0.06
0.01
0.05
Gain on equity method investment transactions (5)
(0.25)
0.02
(0.27)
Adjusted EPS (1)
$
3.08 $
2.67 $
0.41
15.4 %
Currency-related items
0.13
—
0.13
Adjusted EPS (constant currency) (1)
$
3.21 $
2.67 $
0.54
20.2 %
Key Drivers of Adjusted EPS (constant currency)
$ Change
Increase in operations
$
0.47
Impact from acquisitions (2)
0.06
Change in benefit plan non-service income
(0.03)
Change in interest and other expense, net (6)
0.04
Dividend income from marketable securities
0.01
Change in equity method investment net earnings
0.01
Change in income taxes (4)
(0.05)
Change in shares outstanding (7)
0.03
Total change in Adjusted EPS (constant currency) (1)
$
0.54
(1)
The tax expense/(benefit) of each of the pre-tax items excluded from our GAAP results was computed based on the facts and tax
assumptions associated with each item, and such impacts have also been excluded from Adjusted EPS.
• 2023 taxes for the: Simplify to Grow Program were $(26) million, intangible asset impairment charges were $(6) million, mark-to-market
gains from derivatives were $21 million, acquisition integration costs and contingent consideration adjustments were $(60) million,
divestiture-related costs were $(25) million, operating results from divestitures were $46 million, gain on divestiture were $(8) million,
European Commission legal matter were $(24) million, remeasurement of net monetary position were zero, impact from pension
participation changes were $(3) million, initial impacts from enacted tax law changes were $83 million, gain on marketable securities were
$133 million and gain on equity method investment transactions were $124 million.
46
• 2022 taxes for the: Simplify to Grow Program were $(26) million, intangible asset impairment charge were $(25) million, mark-to-market
losses from derivatives were $(56) million, acquisition integration costs and contingent consideration adjustments were $(72) million,
inventory step-up charges were $(7) million, acquisition-related costs were $11 million, divestiture-related costs were $(9) million
operating results from divestitures were $50 million, 2017 malware incident net recoveries were $10 million, European Commission legal
matter were zero, incremental costs due to the war in Ukraine were $4 million, remeasurement of net monetary position were zero,
impact from pension participation changes were $(3) million, loss on debt extinguishment and related expenses were $(31) million, initial
impacts from enacted tax law changes were $17 million and loss on equity method investment transactions were $2 million.
(2)
See the Adjusted Operating Income table above and the related footnotes for more information.
(3)
Refer to Note 9, Debt and Borrowing Arrangements, for more information on losses on debt extinguishment.
(4)
Refer to Note 16, Income Taxes, for information on income taxes.
(5)
Refer to Note 7, Investments, for more information on gains and losses on equity method investment transactions.
(6)
Excludes the currency impact on interest expense related to our non-U.S. dollar-denominated debt which is included in currency translation.
(7)
Refer to Note 12, Stock Plans, for more information on our equity compensation programs and share repurchase program and Note 17,
Earnings per Share, for earnings per share weighted-average share information.
47
Results of Operations by Operating Segment
Our operations and management structure are organized into four operating segments:
•
Latin America
•
AMEA
•
Europe
•
North America
We manage our operations by region to leverage regional operating scale, manage different and changing business
environments more effectively and pursue growth opportunities as they arise across our key markets. Our regional
management teams have responsibility for the business, product categories and financial results in the regions.
We use segment operating income to evaluate segment performance and allocate resources. We believe it is
appropriate to disclose this measure to help investors analyze segment performance and trends. See Note 18,
Segment Reporting, for additional information on our segments and Items Affecting Comparability of Financial
Results earlier in this section for items affecting our segment operating results.
Our segment net revenues and operating earnings were:
For the Years Ended December 31,
2024
2023
2022
(in millions)
Net revenues:
Latin America
$
4,926 $
5,006 $
3,629
AMEA
7,296
7,075
6,767
Europe
13,309
12,857
11,420
North America
10,910
11,078
9,680
Net revenues
$
36,441 $
36,016 $
31,496
For the Years Ended December 31,
2024
2023
2022
(in millions)
Operating income:
Latin America
$
532 $
529 $
388
AMEA
1,192
1,113
929
Europe
2,068
1,978
1,481
North America
2,492
2,092
1,769
Unrealized gains/(losses) on hedging activities
(mark-to-market impacts)
543
189
(326)
General corporate expenses
(330)
(356)
(245)
Amortization of intangible assets
(153)
(151)
(132)
Gain on acquisition and divestitures
4
108
—
Acquisition-related costs
(3)
—
(330)
Operating income
$
6,345 $
5,502 $
3,534
48
Latin America
For the Years Ended
December 31,
2024
2023
$ Change
% Change
(in millions)
Net revenues
$
4,926 $
5,006 $
(80)
(1.6) %
Segment operating income
532
529
3
0.6 %
For the Years Ended
December 31,
2023
2022
$ Change
% Change
(in millions)
Net revenues
$
5,006 $
3,629 $
1,377
37.9 %
Segment operating income
529
388
141
36.3 %
2024 compared with 2023
Net revenues decreased $80 million (1.6%), due to unfavorable impact of currency-related items (6.2 pp) and
unfavorable volume/mix (2.4 pp), partially offset by higher net pricing (7.0 pp). Currency-related items were
unfavorable, net of the adjustment for extreme pricing in Argentina, due to currency translation rate changes.
Unfavorable currency translation impacts were primarily due to the strength of the U.S. dollar relative to most
currencies in the region, primarily the Argentinean peso, Brazilian real, Mexican peso and Chilean peso, partially
offset by the strength of a few currencies relative to the U.S. dollar, primarily the Colombian peso. Overall,
unfavorable volume/mix reflected volume declines due to consumer softness, primarily in Mexico and Argentina,
partially offset by favorable product mix. Overall, unfavorable volume/mix was driven by declines in chocolate,
candy, cheese & grocery and refreshment beverages, partially offset by gains in biscuits & baked snacks and gum.
Higher net pricing, net of the adjustment for extreme pricing in Argentina, was driven by input cost-driven pricing
actions and reflected across all categories, primarily in Argentina, Mexico and Brazil.
Segment operating income increased $3 million (0.6%), primarily due to higher net pricing, lower remeasurement
loss on net monetary position, lower manufacturing costs driven by productivity, lower acquisition integration costs
and lower other selling, general and administrative expenses. These favorable items were mostly offset by higher
raw material costs, unfavorable currency-related items, unfavorable volume/mix, higher advertising and consumer
promotion costs, higher costs incurred for the Simplify to Grow Program, costs incurred for the ERP Systems
Implementation program and intangible asset impairment charges incurred in 2024.
2023 compared with 2022
Net revenues increased $1,377 million (37.9%), due to higher net pricing (31.0 pp), the impact of acquisitions (14.0
pp) and favorable volume/mix (3.8 pp), partially offset by unfavorable currency (10.0 pp) and the impact of
divestitures (0.9 pp). Higher net pricing was reflected across all categories, driven primarily by Argentina as well as
Brazil and Mexico. The November 1, 2022 acquisition of Ricolino added incremental net revenues of $507 million
(constant currency basis) through the one-year anniversary of the acquisition in 2023. Favorable volume/mix
reflected strong volume growth as the region continued to see increased demand for most of our snack category
products. Favorable volume/mix was driven by gains in gum, biscuits & baked snacks, candy and cheese & grocery,
partially offset by declines in refreshment beverages and chocolate. Unfavorable currency impacts were primarily
due to the strength of the U.S. dollar relative to a few currencies in the region, primarily the Argentinean peso,
partially offset by the strength of most currencies relative to the U.S. dollar, primarily the Mexican peso and Brazilian
real. The impact of our 2022 divestitures resulted in a year-over-year decline in net revenues of $22 million.
Segment operating income increased $141 million (36.3%), primarily due to higher net pricing, the impact of our
Ricolino acquisition, favorable volume/mix, lower manufacturing costs driven by productivity and lapping prior year
inventory step-up charges. These favorable items were partially offset by higher raw material costs, higher other
selling, general and administrative expenses, higher advertising and consumer promotion costs, higher
remeasurement loss on net monetary position and higher acquisition integration costs.
49
AMEA
For the Years Ended
December 31,
2024
2023
$ Change
% Change
(in millions)
Net revenues
$
7,296 $
7,075 $
221
3.1 %
Segment operating income
1,192
1,113
79
7.1 %
For the Years Ended
December 31,
2023
2022
$ Change
% Change
(in millions)
Net revenues
$
7,075 $
6,767 $
308
4.6 %
Segment operating income
1,113
929
184
19.8 %
2024 compared with 2023
Net revenues increased $221 million (3.1%), due to higher net pricing (5.5 pp) the impact of an acquisition (1.0 pp),
and favorable volume/mix (0.7 pp), partly offset by unfavorable currency translation rate changes (4.1 pp). Higher
net pricing, driven by input cost-driven pricing actions, was reflected across all categories. The November 1, 2024
acquisition of Evirth added incremental net revenues of $72 million (constant currency basis) in 2024. Overall,
favorable volume/mix reflected favorable product mix, partially offset by volume declines reflecting the impact of
geopolitical events in the region. Favorable volume/mix was driven by gains in gum, biscuits & baked snacks,
chocolate and cheese & grocery, partially offset by declines in refreshment beverages and candy. Unfavorable
currency translation impacts were due to the strength of the U.S. dollar relative to most currencies in the region,
including the Nigerian naira, Egyptian pound, Chinese yuan, Indian rupee, Vietnam dong, Philippine peso and
Japanese yen.
Segment operating income increased $79 million (7.1%), primarily due to higher net pricing, lower manufacturing
costs driven by productivity and the impact from our Evirth acquisition. These favorable items were partially offset by
higher raw material costs, higher advertising and consumer promotion costs, unfavorable currency translation rate
changes, higher other selling, general and administrative expenses, unfavorable volume/mix, costs incurred for the
ERP Systems Implementation program, higher acquisition integration costs and contingent consideration
adjustments and an intangible asset impairment charge incurred in 2024.
2023 compared with 2022
Net revenues increased $308 million (4.6%), due to higher net pricing (8.6 pp) and favorable volume/mix (3.1 pp),
partially offset by unfavorable currency (7.1 pp). Higher net pricing, driven by input cost-driven pricing actions, was
reflected across all categories. Favorable volume/mix reflected overall volume gains from increased demand for
most of our snack category products. Favorable volume/mix was driven by gains in chocolate, gum, candy and
refreshment beverages, partially offset by declines in biscuits & baked snacks and cheese & grocery. Unfavorable
currency impacts were due to the strength of the U.S. dollar relative to most currencies in the region, including the
Egyptian pound, Indian rupee, Chinese yuan, Nigerian naira, Australian dollar, South African Rand, Pakistan rupee
and Japanese yen.
Segment operating income increased $184 million (19.8%), primarily due to higher net pricing, favorable volume/
mix, lapping prior-year intangible asset impairment charges, lower manufacturing costs driven by productivity and
lower costs incurred for the Simplify to Grow Program. These favorable items were partially offset by higher raw
material costs, higher advertising and consumer promotion costs, unfavorable currency, higher other selling, general
and administrative expenses and higher fixed asset impairment charges.
50
Europe
For the Years Ended
December 31,
2024
2023
$ Change
% Change
(in millions)
Net revenues
$
13,309 $
12,857 $
452
3.5 %
Segment operating income
2,068
1,978
90
4.6 %
For the Years Ended
December 31,
2023
2022
$ Change
% Change
(in millions)
Net revenues
$
12,857 $
11,420 $
1,437
12.6 %
Segment operating income
1,978
1,481
497
33.6 %
2024 compared with 2023
Net revenues increased $452 million (3.5%), due to higher net pricing (7.8 pp), partially offset by unfavorable
volume/mix (2.1 pp), the impact of divestitures (1.4 pp) and unfavorable currency translation rate changes (0.8 pp).
Higher net pricing, driven by input cost-driven pricing actions, was reflected across all categories except cheese &
grocery. Overall, unfavorable volume/mix reflected volume declines due to the impact from customer price
negotiation disruptions primarily in the second quarter, partially offset by favorable product mix. Unfavorable volume/
mix was driven by declines in chocolate, biscuits & baked snacks, refreshment beverages, candy and gum, partially
offset by a gain in cheese & grocery. The impact of our 2023 divestiture of the developed market gum business
resulted in a year-over-year reduction in net revenues of $174 million. Unfavorable currency translation rate
changes reflected the strength of the U.S. dollar relative to most currencies across the region, including the Turkish
lira, Russian ruble and Ukrainian hryvnya, partially offset by the strength of a few currencies relative to the U.S.
dollar, including the British pound sterling, Polish zloty and euro.
Segment operating income increased $90 million (4.6%), primarily due to higher net pricing, lower divestiture-
related costs, lower impact from the European Commission legal matter, lower costs incurred for the Simplify to
Grow Program, lower manufacturing costs driven by productivity and lower remeasurement loss on net monetary
position. These favorable items were partially offset by higher raw material costs, higher intangible asset impairment
charges, higher advertising and consumer promotion costs, lapping prior-year operating results from the developed
market gum business divested in 2023, unfavorable volume/mix, unfavorable currency translation rate changes,
higher other selling, general and administrative expenses, costs incurred for the ERP Systems Implementation
program and higher fixed asset impairment costs.
2023 compared with 2022
Net revenues increased $1,437 million (12.6%), due to higher net pricing (13.8 pp), favorable volume/mix (0.7 pp)
and the impact from short-term distributor agreements (0.2 pp), partially offset by unfavorable currency (1.9 pp) and
the impact of divestitures (0.2 pp). Higher net pricing, driven by input cost-driven pricing actions, was reflected
across all categories. Overall, volume/mix was favorable driven by improved product mix. Favorable volume/mix
was driven by gains in biscuits & baked snacks, chocolate, gum and refreshment beverages, partially offset by
declines in cheese & grocery and candy. The short-term distributor agreement related to the October 1, 2023 sale of
our developed market gum business added incremental net revenues of $22 million. Unfavorable currency impacts
reflected the strength of the U.S. dollar relative to several currencies across the region, including the Russian ruble,
Turkish lira, Norwegian krone, Ukrainian hryvnya and Swedish krona, partially offset by the strength of several
currencies relative to the U.S. dollar, including the euro, Polish zloty, British pound sterling and Swiss franc. The
impact of divestitures reflected a year-over-year decline in net revenues of $4 million from our 2023 divested
developed market gum business.
Segment operating income increased $497 million (33.6%), primarily due to higher net pricing, lower impact from
the European Commission legal matter, lapping the prior year incremental costs incurred due to the war in Ukraine,
lower acquisition integration costs and favorable volume/mix. These favorable items were partially offset by higher
raw material costs, higher advertising and consumer promotion costs, unfavorable currency, divestiture-related
51
costs incurred in 2023, higher costs incurred for the Simplify to Grow Program, higher other selling, general and
administrative expenses, higher remeasurement loss on net monetary position, higher manufacturing costs and an
intangible asset impairment charge incurred in 2023.
52
North America
For the Years Ended
December 31,
2024
2023
$ Change
% Change
(in millions)
Net revenues
$
10,910 $
11,078 $
(168)
(1.5) %
Segment operating income
2,492
2,092
400
19.1 %
For the Years Ended
December 31,
2023
2022
$ Change
% Change
(in millions)
Net revenues
$
11,078 $
9,680 $
1,398
14.4 %
Segment operating income
2,092
1,769
323
18.3 %
2024 compared with 2023
Net revenues decreased $168 million (1.5%), due to the impact of divestitures (2.8 pp), unfavorable currency
translation rate changes (0.2 pp) and flat volume/mix (– pp), partially offset by higher net pricing (1.5 pp). The
impact of our 2023 divestiture of the developed market gum business resulted in a year-over-year reduction in net
revenues of $310 million. Unfavorable currency translation rate changes were due to the strength of the U.S. dollar
relative to the Canadian dollar. Volume/mix was flat for the year as volume trends improved in the second half of
2024 offsetting consumer softness experienced in the U.S. in the first half of 2024. Overall, a volume/mix gain in
chocolate was offset by declines in biscuits & baked snacks and candy. Higher net pricing, driven by input cost-
driven pricing actions, was reflected across all categories.
Segment operating income increased $400 million (19.1%), primarily due to a favorable contingent consideration
adjustment related to Clif Bar as well as lower acquisition integration costs, higher net pricing, lower manufacturing
costs due to productivity, lapping prior-year intangible asset impairment charges, lower divestiture-related costs,
lower other selling, general and administrative expenses and lower fixed asset impairment charges. These
favorable items were partially offset by higher raw material costs, lapping prior-year operating results from the
developed market gum business divested in 2023, unfavorable volume/mix, higher costs incurred for the Simplify to
Grow Program, higher advertising and consumer promotion costs and costs incurred for the ERP Systems
Implementation program.
2023 compared with 2022
Net revenues increased $1,398 million (14.4%), due to higher net pricing (9.5 pp), the impact of acquisitions (5.6 pp)
and flat volume/mix (- pp), partially offset by the impact of divestitures (0.4 pp) and unfavorable currency (0.3 pp).
Higher net pricing, driven by input cost-driven pricing actions, was reflected across all categories. The August 1,
2022 acquisition of Clif Bar added incremental net revenues of $529 million through the one-year anniversary of the
acquisition in 2023. Overall, volume/mix was flat as slight volume gains were offset by unfavorable mix. Flat volume/
mix was driven by gains in candy and chocolate offset by a decline in biscuits & baked snacks. While the impact of
divestitures reflected a year-over-year increase in net revenues of $12 million (net of the loss of revenue for the
fourth quarter) from our 2023 divested developed market gum business, it had a negative impact on the net revenue
growth rate as the divested business did not grow as fast as the remaining segment. Unfavorable currency impact
was due to the strength of the U.S. dollar relative to the Canadian dollar.
Segment operating income increased $323 million (18.3%), primarily due to higher net pricing, the impact of our Clif
Bar acquisition, higher operating results from the divested developed market gum business, lower costs incurred for
the Simplify to Grow Program and lapping prior year inventory step-up charges. These favorable items were
partially offset by higher raw material costs, higher advertising and consumer promotion costs, higher acquisition
integration costs and contingent consideration adjustments, higher other selling, general and administrative
expenses, an intangible asset impairment charge incurred in 2023, divestiture-related costs incurred in 2023,
unfavorable volume/mix and unfavorable currency.
53
Liquidity and Capital Resources
We believe that cash from operations, our revolving credit facilities, short-term borrowings and our authorized long-
term financing will continue to provide sufficient liquidity for our working capital needs, planned capital expenditures
and future payments of our contractual, tax and benefit plan obligations and payments for acquisitions, share
repurchases and quarterly dividends. We expect to continue to utilize our commercial paper program and
international credit lines as needed. We continually evaluate long-term debt issuances to meet our short- and
longer-term funding requirements. We also use intercompany loans with our international subsidiaries to improve
financial flexibility. Overall, we do not expect negative effects to our funding sources that would have a material
effect on our liquidity, and we continue to monitor our global operations including the impact of ongoing or new
conflicts in Ukraine and the Middle East. To date, we have been successful in generating cash and raising financing
as needed. However, if a serious economic or credit market crisis ensues or other adverse developments arise, it
could have a material adverse effect on our liquidity, results of operations and financial condition.
Our most significant ongoing short-term cash requirements relate primarily to funding operations (including
expenditures for raw materials, labor, manufacturing and distribution, trade and promotions, advertising and
marketing, tax liabilities, benefit plan obligations and lease expenses) as well as periodic expenditures for
acquisitions, shareholder returns (such as dividend payments and share repurchases), property, plant and
equipment and any significant one-time non-operating items.
Long-term cash requirements primarily relate to funding long-term debt repayments (refer to Note 9, Debt and
Borrowing Arrangements), our U.S. tax reform transition tax liability and deferred taxes (refer to Note 16, Income
Taxes), our long-term benefit plan obligations (refer to Note 11, Benefit Plans) and commodity-related purchase
commitments and derivative contracts (refer to Note 10, Financial Instruments).
We generally fund short- and long-term cash requirements with cash from operating activities as well as cash
proceeds from short- and long-term debt financing (refer to Debt below). We generally do not use equity to fund our
ongoing obligations.
For a full discussion related to the financial condition for the fiscal year ended December 31, 2022, including a year-
to-year comparison between 2023 and 2022, see Part II, Item 7 - Management’s Discussion and Analysis of
Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2023.
Cash Flow
We believe our ability to generate substantial cash from operating activities and readily access capital markets and
secure financing at competitive rates are key strengths and give us significant flexibility to meet our short and long-
term financial commitments. Our cash flow activity over the last three years is noted below:
For the Years Ended December 31,
2024
2023
2022
(in millions)
Net cash provided by/(used in):
Operating activities
$
4,910
$
4,714
$
3,908
Investing activities
526
2,812
(4,888)
Financing activities
(5,780)
(7,558)
(456)
Net Cash Provided by Operating Activities
The increase in net cash provided by operating activities in 2024 was primarily due to an increase in cash-basis net
earnings, largely due to operating gains, partially offset by unfavorable year-over-year working capital movements,
including the payment of the European Commission matter. Refer to Note 14, Commitments and Contingencies for
additional information.
Net Cash Used in/Provided by Investing Activities
The reduction in net cash provided by investing activities was largely driven by lapping prior year proceeds from the
developed market gum divestiture combined with lower proceeds from the current year JDEP share sale as
compared to the prior year KDP and JDEP share sales, higher capital expenditures and cash consideration paid for
the Evirth acquisition. Refer to Note 2, Acquisitions and Divestitures and Note 7, Investments for more information.
54
Capital expenditures were $1,387 million in 2024, $1,112 million in 2023 and $906 million in 2022. We continue to
make capital expenditures primarily to modernize manufacturing facilities and support new product and productivity
initiatives. We expect 2025 capital expenditures to be up to $1.4 billion, including capital expenditures in connection
with our ERP System Implementation program and for funding our strategic priorities. We expect to continue to fund
these expenditures with cash from operations.
Net Cash Used in Financing Activities
The decrease in net cash used in financing activities was primarily due to higher debt proceeds combined with lower
debt repayments, partially offset by higher share repurchases and an increase in dividends paid to shareholders in
2024.
Dividends
We paid dividends of $2,349 million in 2024, $2,160 million in 2023 and $1,985 million in 2022. On July 30, 2024,
the Audit Committee, with authorization delegated from our Board of Directors, declared a quarterly cash dividend of
$0.470 per share of Class A Common Stock, an increase of 11 percent, which would be $1.88 per common share
on an annualized basis. The declaration of dividends is subject to the discretion of our Board of Directors and
depends on various factors, including our net earnings, financial condition, cash requirements, future prospects and
other factors that our Board of Directors deems relevant to its analysis and decision making.
For U.S. income tax purposes only, the Company has determined that 100% of the distributions paid to its
shareholders in 2024 are characterized as a qualified dividend paid from U.S. earnings and profits. See Note 13,
Capital Stock, to the consolidated financial statements and Item 5, Market for Registrant’s Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities – Issuer Purchases of Equity Securities, for
information on our share repurchase program.
Guarantees
As discussed in Note 14, Commitments and Contingencies, we enter into third-party guarantees primarily to cover
the long-term obligations of our vendors. As part of these transactions, we guarantee that third parties will make
contractual payments or achieve performance measures. As of December 31, 2024 and December 31, 2023, we
had no material third-party guarantees recorded on our consolidated balance sheets. Guarantees do not have, and
we do not expect them to have, a material effect on our liquidity.
Debt
The nature and amount of our long-term and short-term debt and the proportionate amount of each varies as a
result of current and expected business requirements, market conditions and other factors. As such, we may issue
commercial paper or secure other forms of financing throughout the year to meet short-term working capital or other
financing needs.
At our July 2024 meeting, the Board of Directors approved a new $2 billion long-term financing authorization that
replaced the prior long-term financing authorization of $2 billion. As of December 31, 2024, $1.5 billion of the long-
term financing authorization remained available.
Our total debt was $17.7 billion at December 31, 2024 and $19.4 billion at December 31, 2023. Our debt-to-
capitalization ratio was 0.40 at December 31, 2024 and 0.41 at December 31, 2023. The weighted-average term of
our outstanding long-term debt was 7.7 years at December 31, 2024 and 7.8 years at December 31, 2023. Our
average daily commercial borrowings were $1.1 billion in 2024, $2.1 billion in 2023 and $1.6 billion in 2022.
One of our subsidiaries, Mondelez International Holdings Netherlands B.V. (“MIHN”), has outstanding debt. Refer to
Note 9, Debt and Borrowing Arrangements. The operations held by MIHN generated approximately 73.1% (or $26.6
billion) of the $36.4 billion of consolidated net revenue during fiscal year 2024 and represented approximately
81.9% (or $22.1 billion) of the $27.0 billion of net assets as of December 31, 2024.
Refer to Note 9, Debt and Borrowing Arrangements, for more information on our debt and debt covenants.
55
Commodity Trends
We regularly monitor worldwide supply, commodity cost and currency trends so we can cost-effectively secure
ingredients, packaging and fuel required for production. During 2024, the primary drivers of the increase in our
aggregate commodity costs were higher cocoa, sugar, nuts and other ingredient costs as well as unfavorable year-
over-year currency exchange transaction costs on imported materials, partially offset by lower energy, edible oils,
grains, dairy and packaging costs. While the costs of our principal raw materials fluctuate, generally we believe
there will continue to be an adequate supply of the raw materials we use and that they will broadly remain available.
A number of external factors such as the current macroeconomic environment, including global inflation, effects of
geopolitical uncertainty, climate and weather conditions, commodity, transportation and labor market conditions,
exchange rate volatility and the effects of local and global regulations, including trade policies, governmental
agricultural or other programs affect the availability and cost of raw materials and agricultural materials used in our
products. In particular, the supply of cocoa is exposed to many of these factors, including climate change and
weather events, local regulations in cocoa-producing countries, and global regulations such as the EU Deforestation
Regulation (which requires companies to ensure that the products they place on the EU market or export from it are
not associated with deforestation). These factors could impact the supply of cocoa, which could potentially limit our
ability to produce our products and significantly impact profitability.
During 2024, price volatility and the higher aggregate cost environment increased due to international supply chain
and labor market disruptions and generally higher commodity, transportation and labor costs. We expect these
conditions to continue to impact our aggregate commodity costs. In particular, we expect to face higher cocoa costs
in the near- and medium-term due to these factors. For example, the market price for cocoa beans on the
Intercontinental Exchange in London was 161% higher on the last trading day of the fourth quarter of 2024
compared to the same day in the fourth quarter of 2023 and it is likely that prices will remain elevated for some time.
It is possible that we may not be able to increase prices sufficiently to fully cover the incremental costs of cocoa
prices in this environment and/or our hedging strategies may not protect us from increases in cocoa costs, which
could result in a significant impact on our profitability.
We address higher commodity costs and currency impacts primarily through hedging, higher pricing and
manufacturing and overhead cost control. We use hedging techniques to limit the impact of fluctuations in the cost
of our principal raw materials; however, we may not be able to fully hedge against commodity cost changes, such as
dairy, where there is a limited ability to hedge, and our hedging strategies may not protect us from increases in
specific raw material costs. Our commodity procurement practices are intended to mitigate price volatility and
provide visibility to future costs, but also may potentially limit our ability to benefit from possible future price
decreases. Additionally, our costs for major raw materials will not necessarily reflect market price fluctuations
because of our forward purchasing and hedging practices. Due to competitive or market conditions, planned trade
or promotional incentives, fluctuations in currency exchange rates or other factors, our pricing actions may also lag
commodity cost changes temporarily.
56
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, identify trends in our underlying operating results and provide
additional insight and transparency on how we evaluate our business. We use non-GAAP financial measures to
budget, make operating and strategic decisions and evaluate our performance. We have detailed the non-GAAP
adjustments that we make in our non-GAAP definitions below. The adjustments generally fall within the following
categories: acquisition and divestiture activities, gains and losses on intangible asset sales and non-cash
impairments, major program restructuring activities, constant currency and related adjustments, major program
financing and hedging activities and other major items affecting comparability of operating results. We believe the
non-GAAP measures should always be considered along with the related U.S. GAAP financial measures. We have
provided the reconciliations between the GAAP and non-GAAP financial measures along with a discussion of our
underlying GAAP results throughout our Management’s Discussion and Analysis of Financial Condition and Results
of Operations in this Form 10-K.
Our primary non-GAAP financial measures are listed below and reflect how we evaluate our current and prior year
operating results. As new events or circumstances arise, these definitions could change. When our definitions
change, we provide the updated definitions and present the related non-GAAP historical results on a comparable
basis (1).
•
“Organic Net Revenue” is defined as net revenues (the most comparable U.S. GAAP financial measure)
excluding the impacts of acquisitions, divestitures (2), short-term distributor agreements related to the sale of
a business (3), and currency rate fluctuations (4). We believe that Organic net revenue reflects the underlying
growth from the ongoing activities of our business and provides improved comparability of results. We also
evaluate Organic Net Revenue growth from emerging markets and developed markets, and these
underlying measures are also reconciled to U.S. GAAP above.
•
Our emerging markets include our Latin America region in its entirety; the AMEA region, excluding
Australia, New Zealand and Japan; and the following countries from the Europe region: Russia,
Ukraine, Türkiye, Kazakhstan, Georgia, Poland, Czech Republic, Slovak Republic, Hungary, Bulgaria,
Romania, the Baltics and the East Adriatic countries.
•
Our developed markets include the entire North America region, the Europe region excluding the
countries included in the emerging markets definition, and Australia, New Zealand and Japan from the
AMEA region.
•
“Adjusted Operating Income” is defined as operating income (the most comparable U.S. GAAP financial
measure) excluding the impacts of the Simplify to Grow Program (5); gains or losses (including non-cash
impairment charges) on goodwill and intangible assets; divestiture (2) or acquisition gains or losses,
divestiture-related costs (6), acquisition-related costs (7), and acquisition integration costs and contingent
consideration adjustments (8); inventory step-up charges (9); the operating results of divestitures (2); operating
results from short-term distributor agreements related to the sale of a business (3); remeasurement of net
monetary position (10); mark-to-market impacts from commodity, forecasted currency and equity method
investment transaction derivative contracts (11); impact from resolution of tax matters (12); 2017 malware
incident net recoveries; incremental costs due to the war in Ukraine (13); impact from the European
Commission legal matter (14); the impact from pension participation changes (15); and operating costs from
the ERP System Implementation program (16). We also present “Adjusted Operating Income margin,” which
is subject to the same adjustments as Adjusted Operating Income. We also evaluate growth in our Adjusted
Operating Income on a constant currency basis (4). We believe these measures provide improved
comparability of underlying operating results.
•
“Adjusted EPS” is defined as diluted EPS attributable to Mondelēz International (the most comparable U.S.
GAAP financial measure) from continuing operations excluding the impacts of the items listed in the
Adjusted Operating Income definition as well as losses on debt extinguishment and related expenses; gains
or losses on interest rate swaps no longer designated as accounting cash flow hedges due to changed
financing and hedging plans; mark-to-market unrealized gains or losses and realized gains or losses from
marketable securities (17); initial impacts from enacted tax law changes (18); and gains or losses on equity
method investment transactions (19). We also evaluate growth in our Adjusted EPS on a constant currency
basis (4). We believe Adjusted EPS provides improved comparability of underlying operating results.
57
(1)
When items no longer impact our current or future presentation of non-GAAP operating results, we remove these items from our
non-GAAP definitions. Beginning in Q1 2024, due to a significant devaluation of the Argentinean peso that occurred in December
2023 and the resulting distortion it would cause on our non-GAAP constant currency growth rate measures, we now exclude the
impact of pricing in excess of 26% year-over-year ("extreme pricing") in Argentina, which is the level at which hyperinflation
generally occurs cumulatively over a 3-year period. We have excluded the impact of extreme pricing in Argentina from our
calculation of Organic Net Revenue, Organic Net Revenue growth and other non-GAAP financial constant currency growth
measures with a corresponding adjustment to changes in currency exchange rates. We made this change on a prospective basis
due to the distorting effect expected in the current period and future periods following the Argentinian peso devaluation that
occurred in December 2023 and did not revise our historical non-GAAP constant currency growth measures. Beginning in Q2
2024, we added to the non-GAAP definitions the exclusion of operating expenses associated with the ERP System
Implementation program as they represent incremental transformational costs above the normal ongoing level of spending on
information technology to support operations (see footnote (16) below).
(2)
Divestitures include completed sales of businesses, exits of major product lines upon completion of a sale or licensing agreement,
the partial or full sale of an equity method investment and changes from equity method investment accounting to accounting for
marketable securities.
(3)
In the fourth quarter of 2023, we began to exclude the operating results from short-term distributor agreements that have been
executed in conjunction with the sale of a business. We exclude this item to better facilitate comparisons of our underlying
operating performance across periods.
(4)
Constant currency operating results are calculated by dividing or multiplying, as appropriate, the current-period local currency
operating results by the currency exchange rates used to translate the financial statements in the comparable prior year period to
determine what the current-period U.S. dollar operating results would have been if the currency exchange rate had not changed
from the comparable prior-year period. Beginning in the first quarter of 2024, we also now include within our currency-related
impacts a corresponding adjustment associated with the impact of extreme pricing in Argentina.
(5)
Non-GAAP adjustments related to the Simplify to Grow Program reflect costs incurred that relate to the objectives of our program
to transform our supply chain network and organizational structure. Costs that do not meet the program objectives are not
reflected in the non-GAAP adjustments.
(6)
Divestiture-related costs, which includes costs incurred in relation to the preparation and completion (including one-time costs
such as severance related to the elimination of stranded costs) of our divestitures as defined in footnote (2), also includes costs
incurred associated with our publicly-announced processes to sell businesses. We exclude these items to better facilitate
comparisons of our underlying operating performance across periods.
(7)
Acquisition-related costs, which includes transaction costs such as third party advisor, investment banking and legal fees, also
includes one-time compensation expense related to the buyout of non-vested employee stock ownership plan (“ESOP”) shares
and realized gains or losses from hedging activities associated with acquisition funds. We exclude these items to better facilitate
comparisons of our underlying operating performance across periods.
(8)
Acquisition integration costs and contingent consideration adjustments include one-time costs related to the integration of
acquisitions as well as any adjustments made to contingent compensation liabilities for earn-outs related to acquisitions that do
not relate to recurring employee compensation expense. We exclude these items to better facilitate comparisons of our underlying
operating performance across periods. See Note 10, Financial Instruments - Fair Value of Contingent Consideration for additional
information.
(9)
In the third quarter of 2022, we began to exclude the one-time inventory step-up charges associated with acquired companies
related to the fair market valuation of the acquired inventory. We exclude this item to better facilitate comparisons of our
underlying operating performance across periods.
(10) In connection with our applying highly inflationary accounting (refer to Note 1, Summary of Significant Accounting Policies), for
Argentina (beginning in the third quarter of 2018), Türkiye (beginning in the second quarter of 2022) and Egypt and Nigeria
(beginning in the fourth quarter of 2024), we exclude the related remeasurement gains or losses related to remeasuring net
monetary assets or liabilities denominated in the local currency to the U.S. dollar during the periods presented and the realized
gains and losses from derivatives that mitigate the foreign currency volatility related to the remeasurement of the respective net
monetary assets or liabilities during the periods presented.
(11) We exclude unrealized gains and losses (mark-to-market impacts) from outstanding commodity and forecasted currency and
equity method investment transaction derivatives from our non-GAAP earnings measures. The mark-to-market impacts of
commodity and forecasted currency transaction derivatives are excluded until such time that the related exposures impact our
operating results. Since we purchase commodity and forecasted currency transaction contracts to mitigate price volatility primarily
for inventory requirements in future periods, we make this adjustment to remove the volatility of these future inventory purchases
on current operating results to facilitate comparisons of our underlying operating performance across periods. We exclude equity
method investment transaction derivative contract settlements as they represent protection of value for future divestitures.
(12) See Note 14, Commitments and Contingencies, in our Annual Report on Form 10-K for the year ended December 31, 2022.
(13) In February 2022, Russia began a military invasion of Ukraine and we stopped our production and closed our facilities in Ukraine
for a period of time due to damage incurred to our facilities during the invasion. We began to incur incremental costs directly
related to the war including asset impairments, such as property and inventory losses, higher expected allowances for
uncollectible accounts receivable and committed compensation. We have isolated and exclude these costs and related impacts
as well as subsequent recoveries from our operating results to facilitate evaluation and comparisons of our ongoing results.
Incremental costs related to increasing operations in other primarily European facilities are not included with these costs.
(14) In the fourth quarter of 2022, we began to exclude the impact from the European Commission legal matter. In November 2019,
the European Commission informed us that it initiated an investigation into our alleged infringement of European Union
competition law through certain practices allegedly restricting cross-border trade within the European Economic Area. On January
28, 2021, the European Commission announced it had taken the next procedural step in its investigation and opened formal
proceedings. As of December 31, 2022, we recorded an estimate of the possible cost to resolve this matter. We have cooperated
with the investigation and reached a negotiated, resolution to this matter. We subsequently adjusted our accrual accordingly and
fulfilled our payment obligation in August 2024. Due to the unique nature of this matter, we believe it to be infrequent and unusual
and therefore exclude it to better facilitate comparisons of our underlying operating performance across periods. Refer to Note 14,
Commitments and Contingencies for additional information.
(15) The impact from pension participation changes represents the charges incurred when employee groups are withdrawn from
multiemployer pension plans and other changes in employee group pension plan participation. We exclude these charges from
58
our non–GAAP results because those amounts do not reflect our ongoing pension obligations. See Note 11, Benefit Plans, for
additional information on the multiemployer pension plan withdrawal.
(16) In July 2024, our Board of Directors approved funding of $1.2 billion for a multi-year systems transformation program to upgrade
our global ERP and supply chain systems (the “ERP System Implementation”), which is comprised of both capital expenditures
and operating expenses, of which a majority is expected to be operating expenses. The ERP System Implementation program will
be implemented in several phases with spending occurring over the next five years, with expected completion by year-end 2028.
The operating expenses associated with the ERP System Implementation represent incremental transformational costs above the
normal ongoing level of spending on information technology to support operations. These expenses include third-party consulting
fees, direct labor costs associated with the program, accelerated depreciation of our existing SAP financial systems and various
other expenses, all associated with the implementation of our information technology upgrades. These operating expenses will be
excluded from our non-GAAP financial measures as they are nonrecurring and excluding those costs will better facilitate
comparisons of our underlying operating performance across periods.
(17) In the first quarter of 2023, we began to exclude mark-to-market unrealized gains or losses, as well as realized gains or
losses, associated with our marketable securities from our non-GAAP earnings measures. These marketable securities gains or
losses are not indicative of underlying operations and are excluded to better facilitate comparisons of our underlying operating
performance across periods.
(18) We have excluded the initial impacts from enacted tax law changes. Initial impacts include items such as the remeasurement of
deferred tax balances and the transition tax from the 2017 U.S. tax reform. We exclude initial impacts from enacted tax law
changes from our Adjusted EPS as they do not reflect our ongoing tax obligations under the enacted tax law.
(19) We exclude gains and losses on equity method transactions including impairments of our equity method investments. In addition,
we also exclude from our non-GAAP financial measures any gains or losses realized on economic hedges on sales proceeds
from our equity method investment transactions, which have been recorded in Interest and other expense, net. These items are
not indicative of underlying operations and are excluded to better facilitate comparisons of our underlying operating performance
across periods.
We believe that the presentation of these non-GAAP financial measures, when considered together with our U.S.
GAAP financial measures and the reconciliations to the corresponding U.S. GAAP financial measures, provides a
more complete understanding of the factors and trends affecting our business than could be obtained absent these
disclosures. Because non-GAAP financial measures vary among companies, the non-GAAP financial measures
presented in this report may not be comparable to similarly titled measures used by other companies. Our use of
these non-GAAP financial measures is not meant to be considered in isolation or as a substitute for any U.S. GAAP
financial measures. A limitation of these non-GAAP financial measures is they exclude items that have an impact on
our U.S. GAAP reported results. The best way this limitation can be addressed is by evaluating our non-GAAP
financial measures in combination with our U.S. GAAP reported results and carefully evaluating the tables that
reconcile U.S. GAAP reported figures to the non-GAAP financial measures in this Form 10-K, which can be found
above under Consolidated Results of Operations.
59
Critical Accounting Estimates
We prepare our consolidated financial statements in conformity with U.S. GAAP. The preparation of these financial
statements requires the use of estimates, judgments and assumptions that affect the reported amounts of assets
and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the
periods presented. Actual results could differ from those estimates and assumptions. Note 1, Summary of
Significant Accounting Policies, to the consolidated financial statements includes a summary of the significant
accounting policies we used to prepare our consolidated financial statements. We have discussed the selection and
disclosure of our critical accounting policies and estimates with our Audit Committee. The following is a review of
our most significant assumptions and estimates.
Goodwill and Indefinite-Life Intangible Assets
We review our operating segment and reporting unit structure annually or as significant changes in the organization
occur for goodwill testing throughout the year by performing a qualitative review of entity-specific, industry, market
and general economic factors affecting our goodwill reporting units. Annually, on July 1, we test goodwill and
indefinite-life intangible assets for impairment and may perform qualitative testing, or depending on factors such as
prior year test results, current year developments, current risk evaluations and other practical considerations, we
may elect to do quantitative testing instead. In our quantitative testing, we compare a reporting unit’s estimated fair
value with its carrying value. We estimate a reporting unit’s fair value using a discounted cash flow method which
incorporates planned growth rates, market-based discount rates and estimates of residual value. Estimating the fair
value of individual reporting units requires us to make assumptions and estimates regarding our future plans and
industry and economic conditions based on available information. Given the uncertainty of the global economic
environment, those estimates could be significantly different than future performance. If the carrying value of a
reporting unit’s net assets exceeds its fair value, we would recognize an impairment charge for the amount by which
the carrying value exceeds the reporting unit's fair value.
In 2024, 2023 and 2022, there were no impairments of goodwill. In connection with our 2024 annual impairment
testing, each of our reporting units had sufficient fair value in excess of carrying value. While all reporting units
passed our annual impairment testing, if planned business performance expectations are not met or specific
valuation factors outside of our control, such as discount rates, change significantly, then the estimated fair values
of a reporting unit or reporting units might decline and lead to a goodwill impairment in the future.
Annually, we assess indefinite-life intangible assets for impairment by performing a qualitative review and assessing
events and circumstances that could affect the fair value or carrying value of these assets. If potential impairment
risk exists for a specific asset, we quantitatively test it for impairment by comparing its estimated fair value with its
carrying value. We utilize estimates of future sales, earnings growth rates, royalty rates and discount rates in
determining a brand’s global fair value. If the carrying value of the asset exceeds its estimated fair value, the asset
is impaired and its carrying value is reduced to the estimated fair value.
In 2024, we recorded $153 million of intangible asset impairment charges related to two biscuit brands in the
Europe segment, one biscuit brand in the AMEA segment and one candy and one biscuit brand in the Latin America
segment. The impairment charges were calculated as the excess of the carrying value over the estimated fair value
of the intangible assets on a global basis and were recorded within asset impairment and exit costs. We use several
accepted valuation methods, including relief from royalty, excess earnings and excess margin, that utilize estimates
of future sales, earnings growth rates, royalty rates and discount rates in determining a brand's global fair value. We
identified thirteen brands, as part of our annual test, that each had a fair value in excess of book value of 10% or
less. The aggregate value of the thirteen brands was $2.9 billion as of December 31, 2024. We believe our current
plans for each of these brands will allow them to not be impaired, but if plans to grow brand revenue and earnings,
and expand margin are not met or specific valuation factors outside of our control, such as discount rates change
significantly, then a brand or brands could become impaired in the future. In 2023, we recorded $26 million of
intangible asset impairment charges related to a chocolate brand in North America and a biscuit brand in Europe. In
2022, we recorded $101 million of intangible asset impairment charges related to two biscuit brands in AMEA.
Refer to Note 6, Goodwill and Intangible Assets, for additional information.
60
Business Combinations
The assets acquired and liabilities assumed upon the acquisition or consolidation of a business are recorded at fair
value, with the residual of the purchase price allocated to goodwill. We engage third-party valuation specialists to
assist management in determining the fair values of certain assets acquired and liabilities assumed. In determining
fair value, we utilized various forms of the income approach, depending on the asset being valued. Such valuations
require management to make significant judgments, estimates and assumptions, especially with respect to
intangible assets. Management makes estimates of fair value based upon the best information available at the date
of acquisition. These estimates are based upon historical experience and information obtained from the
management of the acquired company and are inherently uncertain. Critical estimates in valuing certain of the
intangible assets include, but are not limited to: expected future cash flows of the acquired business, discount and
royalty rates and economic lives of customer relationships, trade names and fixed assets. Unanticipated events and
circumstances may occur, which may affect the accuracy or validity of such assumptions or estimates.
Further, certain of our acquisitions may include earn-out provisions or other forms of contingent consideration. As of
the acquisition date, we record contingent consideration, as applicable, at the estimated fair value of expected
future payments associated with the earn-out. Any changes to the recorded fair value of contingent consideration
will be recognized as expenses or earnings in the period in which they occur. Such contingent consideration
liabilities are based on best estimates of future expected payment obligations, which are subject to change due to
many factors outside of our control. Changes to the estimate of expected future contingent consideration payments
may occur, from time to time, due to various reasons, including changing discount rates as well as actual results
differing from estimates and adjustments to the revenue or earnings assumptions used as the basis for the liability
based on historical experience.
Trade and Marketing Programs
We promote our products with trade and sales incentives as well as marketing and advertising programs. These
programs include, but are not limited to, new product introduction fees, discounts, coupons, rebates and volume-
based incentives as well as cooperative advertising, in-store displays and consumer marketing promotions. Trade
and sales incentives are recorded as a reduction to revenues based on amounts estimated due to customers and
consumers at the end of a period. We base these estimates principally on historical utilization and redemption rates.
For interim reporting purposes, advertising and consumer promotion expenses are charged to operations as a
percentage of volume, based on estimated sales volume and estimated program spending. We do not defer costs
on our year-end consolidated balance sheets and all marketing and advertising costs are recorded as an expense in
the year incurred.
Employee Benefit Plans
We sponsor various employee benefit plans worldwide, including primarily pension plans and postretirement
healthcare benefits. For accounting purposes, we estimate the pension and postretirement healthcare benefit
obligations utilizing assumptions and estimates for discount rates; expected returns on plan assets; expected
compensation increases; employee-related factors such as turnover, retirement age and mortality; and health care
cost trends. We review our actuarial assumptions on an annual basis and make modifications to the assumptions
based on current rates and trends when appropriate. Our assumptions also reflect our historical experiences and
management’s best judgment regarding future expectations. These and other assumptions affect the annual
expense and obligations recognized for the underlying plans.
We amortize the effect of changes in the assumptions over future periods to reflect the cost or benefit of plan
changes, such as increasing or decreasing benefits for prior employee service (prior service cost). These changes
are deferred and included in expense on a straight-line basis over the average remaining service period of the
employees expected to receive benefits.
Since pension and postretirement liabilities are measured on a discounted basis, the discount rate significantly
affects our plan obligations and expenses. For plans that have assets held in trust, the expected return on plan
assets assumption affects our pension plan expenses. The assumptions for discount rates and expected rates of
return and our process for setting these assumptions are described in Note 11, Benefit Plans, along with additional
information on our employee benefit plans.
61
As a sensitivity measure, a fifty-basis point change in our discount rates or the expected rate of return on plan
assets would have the following effects, increase/(decrease), on our annual benefit plan costs:
As of December 31, 2024
U.S. Plans
Non-U.S. Plans
Fifty-Basis-Point
Fifty-Basis-Point
Increase
Decrease
Increase
Decrease
(in millions)
Effect of change in discount rate on
pension costs
$
2 $
(2) $
(14) $
19
Effect of change in expected rate of return on
plan assets on pension costs
(7)
7
(36)
36
Effect of change in discount rate on
postretirement health care costs
(1)
1
—
—
Income Taxes
As a global company, we calculate and provide for income taxes in each tax jurisdiction in which we operate. The
provision for income taxes includes the amounts payable or refundable for the current year, the effect of deferred
taxes and impacts from uncertain tax positions. Our provision for income taxes is significantly affected by shifts in
the geographic mix of our pre-tax earnings across tax jurisdictions, changes in tax laws and regulations, tax
planning opportunities available in each tax jurisdiction and the ultimate outcome of various tax audits.
Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences
between the financial statement and tax bases of our assets and liabilities and for operating losses and tax credit
carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates that will apply to taxable
income in the years in which those differences are expected to be recovered or settled. Valuation allowances are
established for deferred tax assets when it is more likely than not that a tax benefit will not be realized. We review
the realizability assessment on a quarterly basis, including impacts from our latest estimates of future taxable
income.
We believe our tax positions comply with applicable tax laws and that we have properly accounted for uncertain tax
positions. We recognize tax benefits in our financial statements from uncertain tax positions only if it is more likely
than not that the tax position will be sustained by the taxing authorities based on the technical merits of the position.
The amount we recognize is measured as the largest amount of benefit that is greater than 50 percent likely of
being realized upon resolution. We evaluate uncertain tax positions on an ongoing basis and adjust the amount
recognized in light of changing facts and circumstances, such as the progress of a tax audit or expiration of a
statute of limitations. We believe the estimates and assumptions used to support our evaluation of uncertain tax
positions are reasonable. However, final determination of historical tax liabilities, whether by settlement with tax
authorities, judicial or administrative ruling or due to expiration of statutes of limitations, could be materially different
from estimates reflected on our consolidated balance sheets and historical income tax provisions. The outcome of
these final determinations could have a material effect on our provision for income taxes, net earnings or cash flows
in the period in which the determination is made.
See Note 16, Income Taxes, for additional information on our effective tax rate, current and deferred taxes,
valuation allowances and unrecognized tax benefits.
Contingencies
See Note 14, Commitments and Contingencies, to the consolidated financial statements.
New Accounting Guidance
See Note 1, Summary of Significant Accounting Policies, to the consolidated financial statements for a discussion of
new accounting standards.
62
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
As we operate globally, we are primarily exposed to currency exchange rate, commodity price and interest rate
market risks. We monitor and manage these exposures as part of our overall risk management program. Our risk
management program focuses on the unpredictability of financial markets and seeks to reduce the potentially
adverse effects that the volatility of these markets may have on our operating results.
We principally utilize derivative instruments to reduce significant, unanticipated earnings fluctuations that may arise
from volatility in currency exchange rates, commodity prices and interest rates. For additional information on our
derivative activity and the types of derivative instruments we use to hedge our currency exchange, commodity price
and interest rate exposures, see Note 10, Financial Instruments.
Many of our non-U.S. subsidiaries operate in functional currencies other than the U.S. dollar. Fluctuations in
currency exchange rates create volatility in our reported results as we translate the balance sheets, operating
results and cash flows of these subsidiaries into the U.S. dollar for consolidated reporting purposes. The translation
of non-U.S. dollar denominated balance sheets and statements of earnings of our subsidiaries into the U.S. dollar
for consolidated reporting generally results in a cumulative translation adjustment to other comprehensive income
within equity. A stronger U.S. dollar relative to other functional currencies adversely affects our consolidated
earnings and net assets while a weaker U.S. dollar benefits our consolidated earnings and net assets. While we
hedge significant forecasted currency exchange transactions as well as certain net assets of non-U.S. operations
and other currency impacts, we cannot fully predict or eliminate volatility arising from changes in currency exchange
rates on our consolidated financial results. See Consolidated Results of Operations and Results of Operations by
Operating Segment under Discussion and Analysis of Historical Results for currency exchange effects on our
financial results. Throughout our discussion and analysis of results, we isolate currency impacts and supplementally
provide net revenues, operating income and diluted earnings per share on a constant currency basis. For additional
information on the impact of currency policies, recent currency devaluations and highly inflationary accounting on
our financial condition and results of operations, also see Note 1, Summary of Significant Accounting Policies –
Currency Translation and Highly Inflationary Accounting.
We also continually monitor the market for commodities that we use in our products. Input costs may fluctuate
widely due to international demand, weather conditions, government policy and regulation and the macroeconomic
environment. Refer to Recent Developments and Significant Items Affecting Comparability and Financial Outlook
above for updates on recent supply chain, labor and other disruptions that are increasing operating costs and
impacting our results. To manage input cost volatility and inflation, we enter into forward purchase agreements and
other derivative financial instruments. We also pursue productivity and cost saving measures and take pricing
actions when necessary to mitigate the impact of higher input costs on earnings.
We regularly evaluate our variable and fixed-rate debt as well as current and expected interest rates in the markets
in which we raise capital. Our primary exposures include movements in U.S. Treasury rates, corporate credit
spreads, commercial paper rates as well as limited debt tied to Secured Overnight Financing Rates (“SOFR”). We
periodically use interest rate swaps and forward interest rate contracts to achieve a desired proportion of variable
versus fixed-rate debt based on current and projected market conditions. For more information on our debt activity,
see Note 9, Debt and Borrowing Arrangements.
See Note 10, Financial Instruments, for more information on our derivative activity.
Value at Risk
We use a value at risk (“VAR”) computation to estimate: 1) the potential one-day loss in the fair value of our interest
rate-sensitive financial instruments; and 2) the potential one-day loss in pre-tax earnings of our currency and
commodity price-sensitive derivative financial instruments. The VAR analysis was done separately as of each
quarter end for our currency exchange, fixed income and commodity risk portfolios using historical market
movements. The instruments included in the VAR computation were currency exchange forwards and options for
currency exchange risk, debt and swaps for interest rate risk, and commodity forwards, futures and options for
commodity risk. Excluded from the computation were anticipated transactions, currency trade payables and
receivables, and net investments in non-U.S. subsidiaries, which the above-mentioned instruments are intended to
hedge.
63
The VAR model assumes normal market conditions, a 95% confidence interval and a one-day holding period. A
parametric delta-gamma approximation technique was used to determine the expected return distribution in interest
rates, currencies and commodity prices for the purpose of calculating the fixed income, currency exchange and
commodity VAR, respectively. The parameters used for estimating the expected return distributions were
determined by observing interest rate, currency exchange and commodity price movements over the prior quarter
for the calculation of VAR amounts at December 31, 2024 and 2023, and over each of the four prior quarters for the
calculation of average VAR amounts during each year. The values of currency and commodity options do not
change on a one-to-one basis with the underlying currency or commodity and were valued accordingly in the VAR
computation.
As of December 31, 2024 and December 31, 2023, the estimated potential one-day loss in fair value of our interest
rate-sensitive instruments, primarily debt, and the estimated potential one-day loss in pre-tax earnings from our
currency and commodity instruments, as calculated in the VAR model, were:
Pre-Tax Earnings Impact
Fair Value Impact
At 12/31/24
Average
High
Low
At 12/31/24
Average
High
Low
(in millions)
Instruments sensitive to:
Interest rates
$
76 $
84 $
95 $
76
Foreign currency rates
$
22 $
34 $
46 $
22
Commodity prices
21
49
99
14
Pre-Tax Earnings Impact
Fair Value Impact
At 12/31/23
Average
High
Low
At 12/31/23
Average
High
Low
(in millions)
Instruments sensitive to:
Interest rates
$
119 $
144 $ 234 $
89
Foreign currency rates
$
14 $
17 $
18 $
14
Commodity prices
21
40
86
18
This VAR computation is a risk analysis tool designed to statistically estimate the maximum expected daily loss,
under the specified confidence interval and assuming normal market conditions, from adverse movements in
interest rates, currency exchange rates and commodity prices. The computation does not represent actual losses in
fair value or earnings we will incur, nor does it consider the effect of favorable changes in market rates. We cannot
predict actual future movements in market rates and do not present these VAR results to be indicative of future
movements in market rates or to be representative of any actual impact that future changes in market rates may
have on our future financial results.
64
Item 8. Financial Statements and Supplementary Data.
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Mondelēz International, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Mondelēz International, Inc. and its subsidiaries
(the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of earnings,
comprehensive earnings, equity and cash flows for each of the three years in the period ended December 31, 2024,
including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited
the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in
Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles
generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in
Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective
internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial
reporting, included in the Report of Management on Internal Control Over Financial Reporting appearing under Item
9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the
Company's internal control over financial reporting based on our audits. We are a public accounting firm registered
with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free
of material misstatement, whether due to error or fraud, and whether effective internal control over financial
reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts
and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of
the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our
audits also included performing such other procedures as we considered necessary in the circumstances. We
believe that our audits provide a reasonable basis for our opinions.
As described in the Report of Management on Internal Control Over Financial Reporting, management has
excluded Evirth (Shanghai) Industrial Co., Ltd (“Evirth”) from its assessment of internal control over financial
reporting as of December 31, 2024 because it was acquired by the Company in a purchase business combination
during 2024. We have also excluded Evirth from our audit of internal control over financial reporting. Evirth is a
majority-owned subsidiary whose total assets and total net revenues excluded from management’s assessment and
our audit of internal control over financial reporting represent 0.37% and 0.19%, respectively, of the related
consolidated financial statement amounts as of and for the year ended December 31, 2024.
65
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated
financial statements that was communicated or required to be communicated to the audit committee and that (i)
relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our
especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter
in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which it relates.
Indefinite-Life Intangible Assets Annual Impairment Assessments for Certain Brand Names
As described in Notes 1 and 6 to the consolidated financial statements, the Company’s consolidated indefinite-life
intangible assets balance was $17.8 billion as of December 31, 2024, which consists principally of brand names. At
least annually management assesses indefinite-life intangible assets for impairment and if significant potential
impairment risk exists for a specific asset, management quantitatively tests the asset for impairment by comparing
its estimated fair value with its carrying value. Management estimates fair value using several accepted valuation
methods, including relief from royalty, excess earnings and excess margin, that utilize estimates of future sales,
earnings growth rates, royalty rates and discount rates to determine a brand name’s fair value.
The principal considerations for our determination that performing procedures relating to the indefinite-life intangible
assets annual impairment assessments for certain brand names is a critical audit matter are (i) the significant
judgment by management when developing the fair value of the indefinite-life intangible assets for certain brand
names; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating
management’s significant assumptions related to estimates of future sales, earnings growth rates, royalty rates, and
discount rates for certain brand names; and (iii) the audit effort involved the use of professionals with specialized
skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our
overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of
controls relating to the indefinite-life intangible assets impairment assessments, including controls over the annual
valuation of certain brand names. These procedures also included, among others (i) testing management’s process
for developing the fair value of the indefinite-life intangible assets for certain brand names; (ii) evaluating the
appropriateness of the valuation methods; (iii) testing the completeness and accuracy of underlying data used in the
valuation methods; and (iv) evaluating the reasonableness of the significant assumptions used by management
related to estimates of future sales, earnings growth rates, royalty rates, and discount rates. Evaluating
management’s significant assumptions related to estimates of future sales and earnings growth rates involved
evaluating whether the assumptions used by management were reasonable considering (i) the current and past
performance of the certain brand names; (ii) the consistency with external market and industry data; and (iii)
whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with
66
specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the Company’s valuation
methods and (ii) the reasonableness of the royalty rate and discount rate significant assumptions.
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
February 5, 2025
We have served as the Company’s auditor since 2001.
67
Mondelēz International, Inc. and Subsidiaries
Consolidated Statements of Earnings
For the Years Ended December 31
(in millions of U.S. dollars, except per share data)
2024
2023
2022
Net revenues
$
36,441 $
36,016 $
31,496
Cost of sales
(22,184)
(22,252)
(20,184)
Gross profit
14,257
13,764
11,312
Selling, general and administrative expenses
(7,439)
(8,002)
(7,384)
Asset impairment and exit costs
(324)
(217)
(262)
Gain on acquisition and divestitures
4
108
—
Amortization of intangible assets
(153)
(151)
(132)
Operating income
6,345
5,502
3,534
Benefit plan non-service income
96
82
117
Interest and other expense, net
(180)
(310)
(423)
Gain on marketable securities
—
606
—
Earnings before income taxes
6,261
5,880
3,228
Income tax provision
(1,469)
(1,537)
(865)
(Loss)/gain on equity method investment transactions
(337)
465
(22)
Equity method investment net earnings
168
160
385
Net earnings
4,623
4,968
2,726
less: Noncontrolling interest earnings
(12)
(9)
(9)
Net earnings attributable to Mondelēz International
$
4,611 $
4,959 $
2,717
Per share data:
Basic earnings per share attributable to Mondelēz International
$
3.44 $
3.64 $
1.97
Diluted earnings per share attributable to Mondelēz International
$
3.42 $
3.62 $
1.96
See accompanying notes to the consolidated financial statements.
68
Mondelēz International, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Earnings
For the Years Ended December 31
(in millions of U.S. dollars)
2024
2023
2022
Net earnings
$
4,623 $
4,968 $
2,726
Other comprehensive earnings/(losses), net of tax:
Currency translation adjustment
(1,453)
229
(725)
Pension and other benefit plans
(79)
(218)
274
Derivative cash flow hedges
(3)
(15)
114
Total other comprehensive earnings/(losses)
(1,535)
(4)
(337)
Comprehensive earnings
3,088
4,964
2,389
less: Comprehensive earnings/(losses) attributable to
noncontrolling interests
(2)
(4)
5
Comprehensive earnings attributable to Mondelēz International
$
3,086 $
4,960 $
2,394
See accompanying notes to the consolidated financial statements.
69
Mondelēz International, Inc. and Subsidiaries
Consolidated Balance Sheets, as of December 31
(in millions of U.S. dollars, except share data)
2024
2023
ASSETS
Cash and cash equivalents
$
1,351 $
1,810
Trade receivables, less allowance ($37 and $66, respectively)
3,874
3,634
Other receivables, less allowance ($37 and $50, respectively)
937
878
Inventories, net
3,827
3,615
Other current assets
3,253
1,766
Total current assets
13,242
11,703
Property, plant and equipment, net
9,481
9,694
Operating lease right-of-use assets
767
683
Goodwill
23,017
23,896
Intangible assets, net
18,848
19,836
Prepaid pension assets
987
1,043
Deferred income taxes
333
408
Equity method investments
635
3,242
Other assets
1,187
886
TOTAL ASSETS
$
68,497 $
71,391
LIABILITIES
Short-term borrowings
$
71 $
420
Current portion of long-term debt
2,014
2,101
Accounts payable
9,433
8,321
Accrued marketing
2,558
2,683
Accrued employment costs
928
1,158
Other current liabilities
4,545
4,330
Total current liabilities
19,549
19,013
Long-term debt
15,664
16,887
Long-term operating lease liabilities
623
537
Deferred income taxes
3,425
3,292
Accrued pension costs
391
437
Accrued postretirement health care costs
98
124
Other liabilities
1,789
2,735
TOTAL LIABILITIES
41,539
43,025
Commitments and Contingencies (Note 14)
EQUITY
Common Stock, no par value (5,000,000,000 shares authorized, 1,996,537,778
shares issued)
—
—
Additional paid-in capital
32,276
32,216
Retained earnings
36,476
34,236
Accumulated other comprehensive losses
(12,471)
(10,946)
Treasury stock, at cost (678,708,640 and 648,055,073 shares, respectively)
(29,349)
(27,174)
Total Mondelēz International Shareholders’ Equity
26,932
28,332
Noncontrolling interest
26
34
TOTAL EQUITY
26,958
28,366
TOTAL LIABILITIES AND EQUITY
$
68,497 $
71,391
See accompanying notes to the consolidated financial statements.
70
Mondelēz International, Inc. and Subsidiaries
Consolidated Statements of Equity
(in millions of U.S. dollars, except per share data)
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, 2022
$
— $ 32,097 $ 30,806 $
(10,624) $ (24,010) $
54 $ 28,323
Comprehensive earnings/(losses):
Net earnings
—
—
2,717
—
—
9
2,726
Other comprehensive earnings/
(losses), net of income taxes
—
—
—
(323)
—
(14)
(337)
Exercise of stock options and
issuance of other stock awards
—
46
(20)
—
216
—
242
Common Stock repurchased
—
—
—
— (2,000)
— (2,000)
Cash dividends declared
($1.470 per share)
—
— (2,025)
—
—
— (2,025)
Dividends paid on noncontrolling
interest and other activities
—
—
3
—
—
(12)
(9)
Balances at December 31, 2022
$
— $ 32,143 $ 31,481 $
(10,947) $ (25,794) $
37 $ 26,920
Comprehensive earnings/(losses):
Net earnings
—
—
4,959
—
—
9
4,968
Other comprehensive earnings/
(losses), net of income taxes
—
—
—
1
—
(5)
(4)
Exercise of stock options and
issuance of other stock awards
—
73
(6)
—
199
—
266
Common Stock repurchased
—
—
—
— (1,579)
— (1,579)
Cash dividends declared
($1.620 per share)
—
— (2,209)
—
—
— (2,209)
Dividends paid on noncontrolling
interest and other activities
—
—
11
—
—
(7)
4
Balances at December 31, 2023
$
— $ 32,216 $ 34,236 $
(10,946) $ (27,174) $
34 $ 28,366
Comprehensive earnings/(losses):
Net earnings
—
—
4,611
—
—
12
4,623
Other comprehensive earnings/
(losses), net of income taxes
—
—
—
(1,525)
—
(10) (1,535)
Exercise of stock options and
issuance of other stock awards
—
60
5
—
213
—
278
Common Stock repurchased
—
—
—
— (2,388)
— (2,388)
Cash dividends declared
($1.790 per share)
—
— (2,397)
—
—
— (2,397)
Dividends paid on noncontrolling
interest and other activities
—
—
21
—
—
(10)
11
Balances at December 31, 2024
$
— $ 32,276 $ 36,476 $
(12,471) $ (29,349) $
26 $ 26,958
See accompanying notes to the consolidated financial statements.
71
Mondelēz International, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended December 31
(in millions of U.S. dollars)
2024
2023
2022
CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES
Net earnings
$
4,623
$
4,968
$
2,726
Adjustments to reconcile net earnings to operating cash flows:
Depreciation and amortization
1,302
1,215
1,107
Stock-based compensation expense
147
146
120
Deferred income tax provision/(benefit)
257
(37)
(42)
Asset impairments and accelerated depreciation
267
128
233
Gain on acquisition and divestitures
(4)
(108)
—
Loss/(gain) on equity method investment transactions
337
(465)
22
Equity method investment net earnings
(175)
(160)
(385)
Distributions from equity method investments
115
137
184
Unrealized (gain)/loss on derivative contracts
(627)
(171)
338
Gain on marketable securities
—
(593)
—
Contingent consideration adjustments
(389)
125
47
Other non-cash items, net
26
38
71
Change in assets and liabilities, net of acquisitions and divestitures:
Receivables, net
(519)
(628)
(719)
Inventories, net
(458)
(193)
(635)
Accounts payable
1,682
264
715
Other current assets
(591)
(120)
(286)
Other current liabilities
(932)
354
638
Change in pension and postretirement assets and liabilities, net
(151)
(186)
(226)
Net cash provided by operating activities
4,910
4,714
3,908
CASH PROVIDED BY/(USED IN) INVESTING ACTIVITIES
Capital expenditures
(1,387)
(1,112)
(906)
Acquisitions, net of cash received
(240)
19
(5,286)
Proceeds from divestitures including equity method and marketable security
investments
2,294
4,099
601
Proceeds from derivative settlements
320
177
768
Payments for derivative settlements
(199)
(81)
(86)
Contributions to investments
(278)
(309)
(24)
Proceeds from sale of property, plant and equipment and other
16
19
45
Net cash provided by/(used in) by investing activities
526
2,812
(4,888)
CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES
Issuances of commercial paper, maturities greater than 90 days
—
67
—
Repayments of commercial paper, maturities greater than 90 days
—
(67)
—
Net (repayments)/issuances of short-term borrowings
(343)
(1,869)
1,914
Long-term debt proceeds
1,671
277
4,490
Long-term debt repayments
(2,554)
(2,432)
(3,032)
Repurchases of Common Stock
(2,334)
(1,547)
(2,017)
Dividends paid
(2,349)
(2,160)
(1,985)
Other
129
173
174
Net cash used in financing activities
(5,780)
(7,558)
(456)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
(140)
(32)
(169)
Cash, cash equivalents and restricted cash:
Decrease
(484)
(64)
(1,605)
Balance at beginning of period
1,884
1,948
3,553
Balance at end of period
$
1,400
$
1,884
$
1,948
Cash paid:
Interest
$
554
$
568
$
551
Income taxes
$
1,474
$
1,607
$
1,103
See accompanying notes to the consolidated financial statements.
72
Mondelēz International, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 1. Summary of Significant Accounting Policies
Description of Business
Mondelēz International, Inc. was incorporated in 2000 in the Commonwealth of Virginia. Mondelēz International,
Inc., through its subsidiaries (collectively “Mondelēz International,” “we,” “us” and “our”), sells food and beverage
products to consumers in over 150 countries.
Principles of Consolidation
The consolidated financial statements include Mondelēz International, Inc. as well as our wholly owned and majority
owned subsidiaries, except our Venezuelan subsidiaries that were deconsolidated in 2015. All intercompany
transactions are eliminated. The noncontrolling interest represents the noncontrolling investors’ interests in the
results of subsidiaries that we control and consolidate. 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 as there is no readily determinable fair value for the equity interests, these
investments are carried at cost with changes in the investment recognized to the extent cash is received.
Use of Estimates
We prepare our consolidated financial statements in accordance with accounting principles generally accepted in
the United States of America (“U.S. GAAP”), which require us to make estimates and assumptions that affect a
number of amounts in our consolidated financial statements. Significant estimates include valuation assumptions of
goodwill and intangible assets, useful lives of long-lived assets, restructuring program liabilities, contingent
consideration, marketing program accruals, insurance and self-insurance reserves, pension and benefit plan
assumptions and income taxes. We base our estimates on historical experience, expectations of future impacts and
other assumptions that we believe are reasonable. Given the uncertainty of the global economic environment, our
estimates could be significantly different than future performance. If actual amounts differ from estimates, we
include the updates in our consolidated results of operations in the period the actual amounts become known.
War in Ukraine
In February 2022, Russia began a military invasion of Ukraine and we closed our operations and facilities in
Ukraine. In March 2022, our two Ukrainian manufacturing facilities in Trostyanets and Vyshhorod were significantly
damaged. During the first quarter of 2022, we evaluated and impaired these and other related assets. We recorded
$143 million of total expenses ($145 million after-tax) incurred as a direct result of the war. We reversed $22 million
during the remainder of 2022 of previously recorded charges primarily as a result of higher than expected collection
of trade receivables and inventory recoveries. In the second quarter of 2024, we fully resumed production at both
facilities after completing targeted repairs. We continue to consolidate both our Ukrainian and Russian subsidiaries
and continue to evaluate our ability to control our operating activities and businesses on an ongoing basis. We
continue to evaluate the uncertainty of the ongoing effects of the war in Ukraine and its impact on the global
economic environment, and we cannot predict if it will have a significant impact in the future.
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 (except for highly inflationary currencies) 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.
During the fourth quarter of 2024, primarily based on published estimates indicating three-year cumulative inflation
rates exceeding 100% for Egypt and Nigeria, we concluded that both countries became highly inflationary
economies for accounting purposes. We began to apply highly inflationary accounting for our subsidiaries operating
in Egypt and Nigeria and changed their functional currencies from the Egyptian Pound and Nigerian Naira,
respectively, to the U.S. dollar during the fourth quarter of 2024.
73
At this time, within our consolidated entities, Argentina, Türkiye, Egypt and Nigeria are accounted for as highly
inflationary economies. Argentina, Türkiye, Egypt and Nigeria represent 1.5%, 0.7%, 0.4% and 0.2%, respectively,
of our consolidated net revenues for the year ended December 31, 2024. Given the continued volatility of these
currencies, impacts to our financial statements in future periods could be significantly different from historical levels.
The share of our remeasurement gains/(losses) for the highly inflationary countries are summarized as follows (1):
Year Ended December 31,
2024
2023
2022
(in millions)
Argentina
$
(17) $
(79) $
(39)
Türkiye
(15)
(19)
(1)
Total losses
$
(32) $
(98) $
(40)
(1) Remeasurement gains for Egypt and Nigeria were not material in 2024.
Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents include demand deposits with financial institutions and all highly liquid investments with
original maturities of three months or less. Restricted cash primarily includes cash held on behalf of financial
institutions in accordance with accounts receivable factoring arrangements and letters of credit arrangements with
legally restricted cash collateral provisions. Restricted cash is recorded within other current assets and was
$49 million as of December 31, 2024 and $74 million as of December 31, 2023. Total cash, cash equivalents and
restricted cash was $1,400 million as of December 31, 2024 and $1,884 million as of December 31, 2023.
Allowances for Credit Losses
Allowances for credit losses are recorded against our receivables. They are developed at a country and region level
based on historical collection experiences, current economic condition of specific customers and the forecasted
economic condition of countries using various factors such as bond default rates and consumption indexes. We
write off receivables once it is determined that the receivables are no longer collectible and as allowed by local laws.
Changes in allowances for credit losses consisted of:
Allowance for
Trade
Receivables
Allowance for
Other Current
Receivables
Allowance for
Long-Term
Receivables
(in millions)
Balance at January 1, 2023
$
(45) $
(59) $
(14)
Net (provision)/recovery for expected credit losses
(24)
4
1
Write-offs charged against the allowance
8
1
—
Recoveries of amounts previously written off
(1)
—
(1)
Currency
(4)
4
(1)
Balance at December 31, 2023
(66)
(50)
(15)
Net recovery/(provision) for expected credit losses
14
9
(2)
Write-offs charged against the allowance
3
1
5
Currency
12
3
(4)
Balance at December 31, 2024
$
(37) $
(37) $
(16)
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. We use receivable factoring
arrangements periodically when circumstances are favorable to manage liquidity. We have nonrecourse factoring
arrangements in which we sell eligible trade receivables primarily to financial institutions in exchange for cash. We
may continue to collect the receivables sold, acting solely as a collecting agent on behalf of the financial institutions.
The outstanding principal amount of receivables under these arrangements amounted to $159 million as of
December 31, 2024, $262 million as of December 31, 2023 and $516 million as of December 31, 2022. The
74
incremental costs of factoring receivables under these arrangements were not material for all periods presented.
The proceeds from the sales of receivables are included in cash from operating activities in the consolidated
statements of cash flows.
Inventories
We record our inventory using the average cost method and record inventory reserves for excess and obsolete
inventory.
Long-Lived Assets
Property, plant and equipment are stated at historical cost and depreciated by the straight-line method over the
estimated useful lives of the assets with the expense recorded in cost of sales or selling, general and administrative
expenses depending on the nature of the long-lived assets. Machinery and equipment are depreciated over periods
ranging from 3 to 20 years and buildings and building improvements over periods up to 40 years.
We review long-lived assets, including definite-life intangible assets, for realizability on an ongoing basis. Changes
in depreciation, generally accelerated depreciation, are determined and recorded when estimates of the remaining
useful lives or residual values of long-term assets change. We amortize definite-life intangible assets over their
estimated useful lives and evaluate them for impairment as we do other long-lived assets. We review for impairment
when conditions exist that indicate the carrying amount of the assets may not be fully recoverable. In those
circumstances, we perform undiscounted operating cash flow analyses for asset groups at the lowest level for which
cash flows are separately identifiable to determine if an impairment exists. Any impairment loss is calculated as the
excess of the asset’s carrying value over its estimated fair value. Fair value is estimated based on the discounted
cash flows for the asset group over the remaining useful life or based on the expected cash proceeds for the asset
less costs of disposal.
Leases
We determine whether a contract is or contains a lease at contract inception. For short-term operating leases with
terms of 12 months or less, we do not recognize right-of-use (“ROU”) assets and lease liabilities. ROU assets are
recognized at commencement date at the value of the lease liability, adjusted for any prepayments, lease incentives
received and initial direct costs incurred. Lease liabilities are recognized at commencement date based on the
present value of remaining lease payments over the lease term. The non-recurring fair value measurement is
classified as Level 3 as no fair value inputs are observable. As the implicit interest rate in the lease is not readily
determinable, we use our country-specific incremental borrowing rate to discount the lease liabilities.
Our leases may include options to extend or terminate the lease, which are included in the lease term when it is
reasonably certain that we will exercise that option. Our lease agreements do not contain any material residual
value guarantees or material restrictive covenants. Many of our leases contain non-lease components (e.g., product
costs, common-area or other maintenance costs) that relate to the lease components of the agreement. We account
for lease and non-lease components as a single lease component.
Amortization of ROU lease assets is calculated over the lease term with the expense recorded in cost of sales or
selling, general and administrative expenses depending on the nature of the leased item. Interest expense is
recorded over the lease term and is recorded in interest expense (based on a front-loaded interest expense pattern)
for finance leases and is recorded in cost of sales or selling, general and administrative expenses for operating
leases. Variable lease payments, which are primarily comprised of product costs, insurance and tax payments
based on usage or output, are recognized when the expense is incurred. Finance lease ROU assets are presented
in property, plant and equipment and the related finance lease liabilities are presented in the current portion of long-
term debt and long-term debt.
Internal Use Software Costs
We capitalize certain computer software and software development costs incurred in connection with developing or
obtaining computer software for internal use. Capitalized software costs are included in property, plant and
equipment and amortized on a straight-line basis over the estimated useful lives of the software, which do not
exceed seven years.
Cloud Computing Arrangements
We capitalize certain implementation costs of cloud computing arrangements during the application-development
stage, consistent with the capitalization criteria used for internal use software. Capitalized costs are recorded to
other assets on the consolidated balance sheets and within net cash provided by operating activities on the
75
consolidated statement of cash flows. Capitalized cloud computing arrangement implementation costs are
amortized using the straight-line method over the remaining term of the contract.
Goodwill and Indefinite-Life Intangible Assets
We test goodwill and indefinite-life intangible assets for impairment on an annual basis on July 1. We assess
goodwill impairment risk throughout the year by performing a qualitative review of entity-specific, industry, market
and general economic factors affecting our goodwill reporting units. Annually, we may perform qualitative testing, or
depending on factors such as prior year test results, current year developments, current risk evaluations and other
practical considerations, we may elect to do quantitative testing instead. In our quantitative testing, we compare a
reporting unit’s estimated fair value with its carrying value. We estimate a reporting unit’s fair value using a
discounted cash flow method that incorporates planned growth rates, market-based discount rates and estimates of
residual value. If the carrying value of a reporting unit’s net assets exceeds its fair value, we would recognize an
impairment charge for the amount by which the carrying value exceeds the reporting unit’s fair value.
Annually, we assess indefinite-life intangible assets for impairment by performing a qualitative review and assessing
events and circumstances that could affect the fair value or carrying value of these intangible assets. If potential
impairment risk exists for a specific asset, we quantitatively test it for impairment by comparing its estimated fair
value with its carrying value. During our annual testing, we use several accepted valuation methods, including relief
from royalty, excess earnings and excess margin, that utilize estimates of future sales, earnings growth rates,
royalty rates and discount rates in determining a brand’s global fair value. If the carrying value of the asset exceeds
its fair value, we consider the asset impaired and reduce its carrying value to the estimated fair value.
Business Combinations
The assets acquired and liabilities assumed upon the acquisition or consolidation of a business are recorded at fair
value, with the residual of the purchase price allocated to goodwill. During the measurement period, which may be
up to one year from the acquisition date, we may record adjustments to assets acquired and liabilities assumed with
the corresponding offset to goodwill. The results of operations of an acquired business are included in our operating
results from the date of acquisition.
Further, certain of our acquisitions may include earn-out provisions or other forms of contingent consideration. As of
the acquisition date, we record contingent consideration, as applicable, at the estimated fair value of expected
future payments associated with the earn-out. Any changes to the recorded fair value of contingent consideration
will be recognized as expenses or earnings in the period in which they occur.
Legal costs, due diligence costs, business valuation costs and all other business acquisition costs are expensed
when incurred.
Equity Method Investments
Equity method investments consist of our investments in entities in which we maintain an equity ownership interest
and apply the equity method of accounting due to our ability to exert significant influence over decisions relating to
their operating and financial affairs. Revenue and expenses of our equity method investees are not consolidated
into our financial statements; rather, our proportionate share of the earnings of each investee is reflected as equity
method investment net earnings. The carrying values of our equity method investments are also impacted by our
proportionate share of items impacting the investee's accumulated other comprehensive income or losses and other
items, such as our share of investee dividends.
Insurance and Self-Insurance
We use a combination of insurance and self-insurance for a number of risks, including workers’ compensation,
general liability, automobile liability, product liability and our obligation for employee healthcare benefits. We
estimate the liabilities associated with these risks on an undiscounted basis by evaluating and making judgments
about historical claims experience and other actuarial assumptions and the estimated impact on future results.
Revenue Recognition
We recognize revenue when control over the products transfers to our customers, which generally occurs upon
delivery or shipment of the products. 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.
76
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. 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 non-cash consideration for
the sale of goods nor do we grant payment financing terms greater than one year.
Marketing, Advertising and Research and Development
We promote our products with marketing and advertising programs. These programs include, but are not limited to,
cooperative advertising, in-store displays and consumer marketing promotions. For interim reporting purposes,
advertising, consumer promotion and marketing research expenses are charged to operations as a percentage of
volume, based on estimated sales volume and estimated program spending. We do not defer costs on our year-end
consolidated balance sheets and all marketing and advertising costs are recorded as an expense in the year
incurred. Advertising expense was $2,112 million in 2024, $2,057 million in 2023 and $1,670 million in 2022. We
expense product research and development costs as incurred. Research and development expense was $400
million in 2024, $380 million in 2023 and $346 million in 2022. We record marketing and advertising as well as
research and development expenses within selling, general and administrative expenses.
Stock-based Compensation
We maintain a share-based compensation plan, which authorizes the granting of various equity-based incentives,
including stock options (including stock appreciation rights), deferred stock units (DSUs) and performance share
units (PSUs). Stock compensation expense is amortized to expense over the vesting period, generally three years.
Stock options are granted with an exercise price equal to the closing market price of our Common Stock on the
grant date. Substantially all of the options become exercisable in three annual installments beginning a year from
the grant date and generally expire 10 years from the grant date. We use the Black-Scholes Model to measure the
fair value of stock options granted to employees. The expected life of the options represents the period of time the
options are expected to be outstanding and is based on historical trends. Expected stock price volatility is based on
the implied and historical volatility of the Company’s stock. The expected dividend yield is based on the Company’s
most recent annual dividend rate. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the
time of grant with a term equal to the expected life.
DSUs are typically granted to selected management employees on an annual basis and vest over three years.
Dividend equivalents are paid during the vesting period for DSUs granted prior to February 27, 2024. For DSUs
granted on or after February 27, 2024, dividend equivalents accumulated over the vesting period are paid after
vesting. The fair value of our DSUs and other stock-based awards is measured at the market price of our Common
Stock on the grant date.
PSUs vest based on varying performance, market and service conditions. Dividend equivalents accumulated over
the vesting period are paid after vesting. The grant date fair value of PSUs is determined based on the Monte Carlo
simulation model for the market-based component and the market price of our Common Stock on the grant date for
performance-based components. The final award may equal 0-200 percent of the target grant, based on the
achievement of the performance and market-based components.
Forfeitures are estimated on the grant date for all of our stock-based compensation awards.
Employee Benefit Plans
We provide a range of benefits to our current and retired employees including pension benefits, defined contribution
plan benefits, postretirement health care benefits and postemployment primarily severance-related benefits
depending upon local statutory requirements, employee tenure and service requirements as well as other factors.
The cost for these plans is recognized in earnings primarily over the working life of the covered employee.
77
Financial Instruments
We use financial instruments to manage our currency exchange rate, commodity price and interest rate risks. We
monitor and manage these exposures as part of our overall risk management program, which focuses on the
unpredictability of financial markets and seeks to reduce the potentially adverse effects that the volatility of these
markets may have on our operating results. A principal objective of our risk management strategies is to reduce
significant, unanticipated earnings fluctuations that may arise from volatility in currency exchange rates, commodity
prices and interest rates.
When we use derivatives, we are exposed to credit and market risks. We reduce our credit risk by entering into
transactions with counterparties with high quality, investment grade credit ratings, limiting the amount of exposure
with each counterparty and monitoring the financial condition of our counterparties. We also maintain a policy of
requiring that all significant, non-exchange traded derivative contracts with a duration of one year or longer are
governed by an International Swaps and Derivatives Association master agreement. We manage derivative market
risk by limiting the types of derivative instruments, derivative strategies we use and the degree of market risk that
we plan to hedge through the use of derivative instruments.
We record derivative financial instruments on a gross basis in our consolidated balance sheets. The fair value of our
instruments are recorded within other current assets, other assets, other current liabilities and other liabilities in our
consolidated balance sheets.
Mark-to-market gains or losses related to our economic hedges are separately presented in the consolidated
statements of cash flows within operating activities. Cash flows related to the settlement of derivative instruments
designated as hedges of net investments in non-U.S. operations are classified in the consolidated statements of
cash flows within investing activities. Cash flows related to derivative instruments that are designated or settled
economic hedges are classified in the same line item as the cash flows of the related hedged item. Cash flows
related to the settlement of all other free-standing derivative instruments are classified within investing activities.
Commodity derivatives. We are exposed to price risk related to forecasted purchases of certain commodities that
we primarily use as raw materials. We enter into commodity forward, futures, option and swap contracts.
Commodity forward contracts generally are not subject to the accounting requirements for derivative instruments
and hedging activities under the normal purchases exception. We sell commodity futures to hedge future purchase
commitments. We occasionally use related futures to cross-hedge a commodity exposure. We are not a party to
leveraged derivatives and do not use financial instruments for speculative purposes. Any mark-to-market gains or
losses are recorded in earnings (see Note 10, Financial Instruments, for additional information).
Currency exchange derivatives. We enter into currency exchange forward, futures, option and swap contracts to
mitigate our exposure to changes in exchange rates from third-party and intercompany current and forecasted
transactions. Any mark-to-market gains or losses are recorded in earnings (see Note 10, Financial Instruments, for
additional information).
Interest rate cash flow hedges. We manage interest rate volatility by modifying the pricing or maturity characteristics
of certain liabilities so that the net impact on expense is not, on a material basis, adversely affected by movements
in interest rates. We use derivative instruments, including interest rate swaps that have indices related to the pricing
of specific liabilities as part of our interest rate risk management strategy. We use cross-currency interest rate
swaps to hedge interest payments on newly issued debt denominated in a different currency than the functional
currency of the borrowing entity. Substantially all of these derivative instruments are highly effective and qualify for
hedge accounting treatment. Changes in the fair value of derivatives that are designated as a cash flow hedge, to
the extent the hedge is effective, are recorded in accumulated other comprehensive earnings/(losses), net of
deferred taxes, and reclassified to earnings when the hedged item affects earnings (see Note 10, Financial
Instruments, for additional information).
Hedges of net investments in non-U.S. operations. We have numerous investments outside the United States. The
net assets of these subsidiaries are exposed to changes and volatility in currency exchange rates. We use local
currency denominated debt to hedge our non-U.S. net investments against adverse movements in exchange rates.
We may designate non-U.S. dollar-denominated borrowings in the U.S. as a net investment hedge of a portion of
our overall non-U.S. operations. The gains and losses on our net investment in these designated non-U.S.
operations are economically offset by losses and gains designated dollar-denominated borrowings. The revaluation
of designated borrowings, net of deferred taxes, is recorded within currency translation adjustment in accumulated
other comprehensive earnings/(losses) (see Note 10, Financial Instruments, for additional information).
78
We use derivatives instruments to hedge certain investments in our non-U.S. operations against movements in
exchange rates. These instruments may include cross-currency interest rate swaps, forwards and options. The
after-tax gain/(loss) on these net investment hedge contracts, net of deferred taxes, is recorded within cumulative
translation adjustment in accumulated other comprehensive earnings/(losses) (see Note 10, Financial Instruments,
for additional information).
Income Taxes
Our provision for income taxes includes amounts payable or refundable for the current year, the effects of deferred
taxes and impacts from uncertain tax positions. We recognize deferred tax assets and liabilities for the expected
future tax consequences of temporary differences between the financial statement and tax basis of our assets and
liabilities, operating loss carryforwards and tax credit carryforwards. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply in the years in which those differences are expected to reverse.
The realization of certain deferred tax assets is dependent on generating sufficient taxable income in the
appropriate jurisdiction prior to the expiration of the carryforward periods. Deferred tax assets are reduced by a
valuation allowance if it is more likely than not that some portion, or all, of the deferred tax assets will not be
realized. When assessing the need for a valuation allowance, we consider any carryback potential, future reversals
of existing taxable temporary differences (including liabilities for unrecognized tax benefits), future taxable income
and tax planning strategies.
We recognize tax benefits in our financial statements from uncertain tax positions only if it is more likely than not
that the tax position will be sustained based on the technical merits of the position. The amount we recognize is
measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon resolution.
Future changes related to the expected resolution of uncertain tax positions could affect tax expense in the period
when the change occurs.
We monitor for changes in tax laws and reflect the impacts of tax law changes in the period of enactment. When
there is refinement to tax law changes in subsequent periods, we account for the new guidance in the period when it
becomes known.
Supply Chain Financing
As part of our continued efforts to improve our working capital efficiency, we have worked with our suppliers over the
past several years to optimize our terms and conditions, which include the extension of payment terms. Our current
payment terms with a majority of our suppliers are from 30 to 180 days, which we deem to be commercially
reasonable. We also facilitate voluntary supply chain financing (“SCF”) programs through several participating
financial institutions. Under these programs, our suppliers, at their sole discretion, determine invoices that they want
to sell to participating financial institutions. Our suppliers’ voluntary inclusion of invoices in SCF programs has no
bearing on our payment terms or amounts due. Our responsibility is limited to making payments based upon the
agreed-upon contractual terms. No guarantees are provided by the Company or any of our subsidiaries under the
SCF programs and we have no economic interest in the suppliers’ decision to participate in the SCF programs.
Amounts due to our suppliers that elected to participate in the SCF program are included in accounts payable in our
consolidated balance sheets.
The roll-forward of our outstanding obligations confirmed as valid under our SCF program are as follows:
For the Year Ended
December 31,
2024
(in millions)
Confirmed obligations outstanding at the beginning of the year
$
2,387
New invoices confirmed during the year
10,378
Confirmed invoices paid during the year
(9,133)
Currency
(123)
Confirmed obligations outstanding at the end of the year
$
3,509
79
New Accounting Pronouncements
In September 2022, the FASB issued an ASU which enhances the transparency of supplier finance programs by
requiring additional disclosure about the key terms of these programs and a roll-forward of the related obligations to
understand the effects of these programs on working capital, liquidity and cash flows. The ASU is effective for fiscal
years beginning after December 15, 2022, except for the roll-forward requirement, which is effective for fiscal years
beginning after December 15, 2023. Early adoption is permitted. We adopted, with the exception of the roll-forward
requirement in the first quarter of 2023 and the subsequent roll-forward requirement on a prospective basis in the
fourth quarter of 2024. This adoption did not have a material impact on our consolidated financial statements and
related disclosures.
In November 2023, the FASB issued an ASU which improves reportable segment disclosure requirements, primarily
through enhanced disclosures about significant segment expenses. The ASU is effective for fiscal years beginning
after December 15, 2023 and early adoption is permitted. We adopted this standard, retrospectively to all
comparative periods, in the fourth quarter of 2024 and it did not have a material impact on our consolidated financial
statements and related segment disclosures.
In December 2023, the FASB issued an ASU which enhances the transparency of income tax disclosures, primarily
related to the rate reconciliation and income taxes paid information. The ASU is effective for fiscal years beginning
after December 15, 2024 and early adoption is permitted. We are currently assessing the impact on our
consolidated financial statements and related disclosures.
In November 2024, the FASB issued an ASU which requires incremental disclosures in the notes to the financial
statements to disaggregate certain income statement expense line items. The ASU is effective for fiscal years
beginning after December 15, 2026 and early adoption is permitted. We are currently assessing the impact on our
consolidated financial statements and related disclosures.
80
Note 2. Acquisitions and Divestitures
Acquisitions
Evirth
On November 1, 2024, we acquired Evirth (Shanghai) Industrial Co., Ltd. (“Evirth”), a leading manufacturer of cakes
and pastries in China. The acquisition will continue to expand our growth in the cakes and pastries categories. The
cash consideration paid for Evirth totaled ¥1.7 billion ($240 million), net of cash received.
We are working to complete the valuation of assets acquired and liabilities assumed and have recorded a
preliminary purchase price allocation as of December 31, 2024.
Within definite-lived intangible assets, we allocated $117 million to customer relationships which have an estimated
useful life of 17 years. The fair value of customer relationships at the acquisition date was determined using the
multi-period excess earnings method under the income approach. The fair value measurements are based on
significant unobservable inputs, and thus represent Level 3 inputs. Significant assumptions used in assessing the
fair values of the intangible assets include discounted cash flows, customer attrition rates and discount rates.
Goodwill of $122 million was determined as the excess of the purchase price over the fair value of the net assets
acquired and arises principally as a result of expansion opportunities and synergies across China. None of the
goodwill recognized will be deductible for income tax purposes. All of the goodwill was assigned to the AMEA
operating segment. For further detail, refer to Note 6. Goodwill and Intangible Assets.
We incurred acquisition integration and contingent consideration adjustment costs of $8 million, acquisition-related
costs of $3 million and an inventory step-up charge of $3 million in 2024.
Ricolino
On November 1, 2022, we acquired 100% of the equity of Grupo Bimbo's confectionery business, Ricolino, located
primarily in Mexico. The acquisition of Ricolino builds on our continued prioritization of fast-growing snacking
segments in key geographies. The cash consideration paid for Ricolino totaled 26 billion Mexican pesos ($1.3
billion), net of cash received.
We incurred acquisition integration costs of $21 million in 2024, $50 million in 2023 and $11 million in 2022. In 2022,
we also incurred an inventory step-up charge of $5 million and recorded several items within acquisition-related
costs that resulted in income of $64 million as realized gains related to hedging contracts associated with
acquisition funds more than offset other acquisition transaction costs.
Clif Bar
On August 1, 2022, we acquired 100% of the equity of Clif Bar & Company (“Clif Bar”), a leading U.S. maker of
nutritious energy bars with organic ingredients. The acquisition expands our global snack bar business and
complements our refrigerated snacking and performance nutrition bar portfolios. The total cash payment of
$2.9 billion includes purchase price consideration of $2.6 billion, net of cash received, and one-time compensation
expense of $0.3 billion related to the buyout of the non-vested employee stock ownership plan ("ESOP") shares.
This compensation expense is considered an acquisition-related cost. We also incurred a contingent consideration
liability with an acquisition date fair value of $440 million.
We recorded a net gain in acquisition integration costs and contingent consideration adjustments of $393 million in
2024 and incurred acquisition integration costs and contingent consideration adjustments of $164 million in 2023
and $30 million in 2022. Refer to Note 10, Financial Instruments for additional information on the changes to the
contingent consideration liability. We also incurred acquisition-related costs of $296 million, primarily related to the
buyout of the non-vested ESOP shares, and an inventory step-up charge of $20 million in 2022.
Chipita
On January 3, 2022, we acquired 100% of the equity of Chipita Global S.A. (“Chipita”), a leading croissants and
baked snacks company in the Central and Eastern European markets. The acquisition of Chipita offers a strategic
complement to our existing portfolio and advances our strategy to become the global leader in broader snacking.
The cash consideration paid for Chipita totaled €1.2 billion ($1.4 billion), net of cash received, plus the assumption
of Chipita’s debt of €0.4 billion ($0.4 billion) for a total purchase price of €1.7 billion ($1.8 billion).
81
We incurred acquisition integration costs of $20 million in 2024, $17 million in 2023 and $90 million in 2022. We
incurred acquisition-related costs of $22 million in 2022.
Divestitures
Developed Market Gum
On October 1, 2023, we completed the sale of our developed market gum business in the United States, Canada
and Europe to Perfetti Van Melle Group, excluding the Portugal business which we retained pending regulatory
approval. After obtaining the regulatory approval, we completed the sale of the Portugal business to Perfetti Van
Melle Group on October 23, 2023. We received cash proceeds of $1.4 billion. We recorded a pre-tax gain of
$108 million on the sale. We recorded divestiture-related costs of $1 million in 2024, $83 million in 2023 and
$15 million in 2022.
This disposition was not considered a strategic shift that would have a major effect on our operations or financial
results; therefore, the results of the disposed business were not classified as discontinued operations.
Note 3. Inventories
Inventories consisted of the following:
As of December 31,
2024
2023
(in millions)
Raw materials
$
1,058 $
973
Finished product
2,940
2,790
3,998
3,763
Inventory reserves
(171)
(148)
Inventories, net
$
3,827 $
3,615
Note 4. Property, Plant and Equipment
Property, plant and equipment consisted of the following:
As of December 31,
2024
2023
(in millions)
Land and land improvements
$
373 $
384
Buildings and building improvements
3,453
3,452
Machinery and equipment
12,732
12,736
Construction in progress
1,058
1,118
17,616
17,690
Accumulated depreciation
(8,135)
(7,996)
Property, plant and equipment, net
$
9,481 $
9,694
Capital expenditures as presented on the statement of cash flow were approximately $1.4 billion, $1.1 billion and
$0.9 billion for the years ending December 31, 2024, 2023 and 2022, respectively, and excluded $458 million, $471
million and $324 million, respectively, for accrued capital expenditures not yet paid.
82
Note 5. Leases
We have operating and finance leases for manufacturing and distribution facilities, vehicles, equipment and office
space. Our leases generally have remaining lease terms of 1 to 15 years, some of which include options to extend
the leases for up to 10 years.
The components of lease costs were as follows:
For the Years Ended December 31,
2024
2023
2022
(in millions)
Operating lease cost
$
234 $
223 $
213
Finance lease cost:
Amortization of ROU assets
144
130
95
Interest on lease liabilities
18
15
8
Short-term lease cost
15
12
11
Variable lease cost
637
766
602
Sublease income
(3)
(4)
(4)
Total lease cost
$
1,045 $
1,142 $
925
Supplemental cash flow information related to leases was as follows:
For the Years Ended December 31,
2024
2023
2022
(in millions)
Cash paid for amounts included in the measurement of
lease liabilities:
Operating cash flows from operating leases
$
(228) $
(222) $
(212)
Operating cash flows from finance leases
(18)
(15)
(8)
Financing cash flows from finance leases
(139)
(125)
(95)
ROU assets obtained in exchange for lease obligations:
Operating leases
$
272 $
197 $
220
Finance leases
124
163
148
83
Supplemental balance sheet information related to leases was as follows:
As of December 31,
2024
2023
(in millions)
Operating Leases
Operating lease ROU assets, net of amortization
$
767
$
683
Other current liabilities
$
172
$
165
Long-term operating lease liabilities
623
537
Total operating lease liabilities
$
795
$
702
Finance Leases
Finance leases, net of amortization (within property, plant and equipment)
$
292
$
325
Current portion of long-term debt
$
126
$
122
Long-term debt
183
214
Total finance lease liabilities
$
309
$
336
Weighted Average Remaining Lease Term
Operating leases
6.7
6.4
Finance leases
3.3
3.6
Weighted Average Discount Rate
Operating leases
5.5 %
5.1 %
Finance leases
5.1 %
5.0 %
Maturities of lease liabilities were as follows:
As of December 31, 2024
Operating Leases
Finance Leases
(in millions)
Year Ending December 31:
2025
$
209 $
138
2026
161
97
2027
120
49
2028
109
25
2029
82
12
Thereafter
277
16
Total future undiscounted lease payments
$
958 $
337
less: imputed interest
(163)
(28)
Total reported lease liability
$
795 $
309
84
Note 6. Goodwill and Intangible Assets
Goodwill
Changes in goodwill consisted of (in millions):
Latin America
AMEA
Europe
North America
Total
January 1, 2023
$
1,421 $
3,132 $
8,009 $
10,888 $
23,450
Currency
180
(67)
341
19
473
Other (1)
6
—
—
(33)
(27)
Balance at December 31, 2023
$
1,607 $
3,065 $
8,350 $
10,874 $
23,896
Currency
(291)
(147)
(508)
(55)
(1,001)
Acquisition (2)
—
122
—
—
122
Balance at December 31, 2024
$
1,316 $
3,040 $
7,842 $
10,819 $
23,017
(1)
Relates to purchase price allocation adjustments for Ricolino and Clif Bar during 2023.
(2)
Relates to purchase price allocation for Evirth during 2024. Refer to Note 2, Acquisitions and Divestitures for more information.
Intangible Assets
Intangible assets consisted of the following (in millions):
As of December 31, 2024
As of December 31, 2023
Gross
carrying
amount
Accumulated
amortization
Net carrying
amount
Gross
carrying
amount
Accumulated
amortization
Net carrying
amount
Indefinite-life intangible assets (1)
$ 17,770 $
— $ 17,770 $ 18,669
$
— $ 18,669
Definite-life intangible assets
3,306
(2,228)
1,078
3,322
(2,155)
1,167
Total
$ 21,076 $
(2,228) $ 18,848 $ 21,991
$
(2,155) $ 19,836
(1)
We recorded intangible asset impairments of $153 million in 2024 and $26 million in 2023 within asset impairment and exit costs.
Indefinite-life intangible assets consist principally of brand names purchased through our acquisitions of Nabisco
Holdings Corp., the global LU biscuit business of Groupe Danone S.A., Cadbury Limited and Clif Bar. Definite-life
intangible assets consist primarily of trademarks, customer-related intangibles, process technology, licenses and
non-compete agreements.
Amortization expense for intangible assets was $153 million in 2024, $151 million in 2023 and $132 million in 2022.
For the next five years, we estimate annual amortization expense of approximately $135 million in 2025, $110
million in 2026, $90 million in 2027 and $85 million in 2028 and 2029 (reflecting December 31, 2024 exchange
rates).
In 2024, 2023 and 2022, there were no goodwill impairments and each of our reporting units had sufficient fair value
in excess of its carrying value. While all reporting units passed our annual impairment testing, if planned business
performance expectations are not met or specific valuation factors outside of our control, such as discount rates,
change significantly, then the estimated fair values of a reporting unit or reporting units might decline and lead to a
goodwill impairment in the future.
In 2024, we recorded $153 million of intangible asset impairment charges related to two biscuit brands in the
Europe segment, one biscuit brand in the AMEA segment and one candy and one biscuit brand in the Latin America
segment. We identified thirteen brands, as part of our annual test, that each had a fair value in excess of book value
of 10% or less. The aggregate value of the thirteen brands was $2.9 billion as of December 31, 2024. We believe
our current plans for each of these brands will allow them to not be impaired, but if plans to grow brand revenue and
earnings, and expand margin are not met or specific valuation factors outside of our control, such as discount rates,
change significantly, then a brand or brands could become impaired in the future.
In 2023, we recorded $26 million of intangible asset impairment charges related to a chocolate brand in North
America and a biscuit brand in Europe. In 2022, we recorded $101 million of intangible asset impairment charges
related to two biscuit brands in AMEA.
85
Note 7. Investments
Equity Method Investments
Our equity method investments include, but are not limited to, our ownership interests in Dong Suh Foods
Corporation and Dong Suh Oil & Fats Co. Ltd. Our ownership interests may change over time due to investee stock-
based compensation arrangements, share issuances or other equity-related transactions. As of December 31, 2024,
we owned 50.0% and 49.0%, respectively, of these companies' outstanding shares.
On November 29, 2024, we sold our remaining 85.9 million shares in JDE Peet’s (Euronext Amsterdam: “JDEP”) to
JAB Holdings Company. We received €2.2 billion ($2.3 billion) of proceeds at a price of €25.10 per share and
recorded a gain on equity method investment transactions of €313 million ($332 million) during 2024. As a result of
this transaction, we have fully exited our investment in the company.
Our investments accounted for under the equity method of accounting totaled $0.6 billion as of December 31, 2024
and $3.2 billion as of December 31, 2023. The investment balance as of December 31, 2023 is inclusive of our prior
investment in JDEP. We recorded equity earnings and cash dividends of $168 million and $115 million in 2024,
equity earnings and cash dividends of $160 million and $137 million in 2023 and equity earnings and cash dividends
of $385 million and $184 million in 2022.
Additional JDEP Transactions
In 2024, we determined there was an other-than-temporary impairment for JDEP based on the period of time for
which the quoted market price fair value had been less than the carrying value of the investment and the uncertainty
surrounding JDEP's stock price recovering to the carrying value. As a result, the investment was written down to its
estimated fair value based on the closing price of the underlying equity security of €19.46 per share on March 28,
2024, resulting in an impairment charge of €612 million ($665 million). This charge was included within (Loss)/gain
on equity method investment transactions in the consolidated statement of earnings.
In 2023, we sold approximately 9.9 million shares of JDEP, which reduced our ownership interest by 2.0 percentage
points, from 19.7% to 17.7%. We received cash proceeds of €255 million ($279 million) and recorded a loss of
€21 million ($23 million).
In 2022, we sold approximately 18.6 million of our JDEP shares back to JDEP, which reduced our ownership
interest by approximately 3.0 percentage points. We received cash proceeds of €500 million ($529 million) and
recorded a loss of €8 million ($8 million) on this sale during 2022.
Marketable Securities
During the first quarter of 2023, our ownership in Keurig Dr Pepper Inc. (Nasdaq: "KDP") fell to below 5% of the
outstanding shares, resulting in a change of accounting for our KDP investment, from equity method investment
accounting to accounting for equity interests with readily determinable fair values ("marketable securities") as we no
longer retained significant influence. Marketable securities are measured at fair value based on quoted prices in
active markets for identical assets (Level 1).
Subsequently in 2023, we sold the remainder of our shares of KDP and exited our investment in the company. In
total during 2023, we sold approximately 76 million shares and received proceeds of $2.4 billion.
86
Pre-tax gains for marketable securities are summarized below:
Year Ended
December 31, 2023
(in millions)
Gain on marketable securities sold during the period
$
593
Dividend income and other
13
Total gain on marketable securities
$
606
In the table above, gain on marketable securities sold during the period reflects the difference between the sale
proceeds and the carrying value of the equity securities at the date of the change of accounting for our investment
in KDP.
Prior to the change of accounting for our KDP investment, we recorded a pre-tax gain on equity method
transactions of $493 million ($368 million after-tax) during 2023.
Note 8. Restructuring Program
On May 6, 2014, our Board of Directors approved a $3.5 billion 2014-2018 restructuring program and up to $2.2
billion of capital expenditures. On August 31, 2016, our Board of Directors approved a $600 million reallocation
between restructuring program cash costs and capital expenditures so the $5.7 billion program consisted of
approximately $4.1 billion of restructuring program costs ($3.1 billion cash costs and $1.0 billion non-cash costs)
and up to $1.6 billion of capital expenditures. On September 6, 2018, our Board of Directors approved an extension
of the restructuring program through 2022, an increase of $1.3 billion in the program charges and an increase of
$700 million in capital expenditures. On October 21, 2021, our Board of Directors approved an extension of the
restructuring program through 2023, and on July 25, 2023, our Board of Directors approved a further extension of
the restructuring program through December 31, 2024. The total $7.7 billion program consisted of $5.4 billion of
program charges ($4.1 billion of cash costs and $1.3 billion of non-cash costs) and total capital expenditures of $2.3
billion incurred over the life of the program. This restructuring program, as increased and extended by these actions,
was the Simplify to Grow Program.
The primary objective of the Simplify to Grow Program, which ended on December 31, 2024, was to reduce our
operating cost structure in both our supply chain and overhead costs. The program covered severance as well as
asset disposals and other manufacturing and procurement-related one-time costs. Since inception, we incurred total
restructuring and related implementation charges of $5.4 billion related to the Simplify to Grow Program.
Restructuring Costs
The Simplify to Grow Program liability activity for the years ended December 31, 2024 and 2023 was:
Severance
and related
costs
Asset
Write-downs and
Other (1)
Total
(in millions)
Liability Balance, January 1, 2023
$
164 $
— $
164
Charges (2)
89
17
106
Cash spent (3)
(67)
—
(67)
Non-cash items (4)
—
(17)
(17)
Currency
5
—
5
Liability Balance, December 31, 2023
191
—
191
Charges (2)
56
21
77
Cash spent (3)
(48)
—
(48)
Non-cash items (4)
(1)
(21)
(22)
Currency
(10)
—
(10)
Liability balance, December 31, 2024 (5)
$
188 $
— $
188
(1) Includes asset write-downs, net of gains on assets sold which were included in the restructuring program.
(2) We recorded restructuring charges of $77 million in 2024, $106 million in 2023 and $36 million in 2022 within asset impairment and exit costs
and benefit plan non-service income.
87
(3) We spent $48 million in 2024 and $67 million in 2023 in cash severance and related costs.
(4) We recognized non-cash asset write-downs (including accelerated depreciation and asset impairments) and other non-cash adjustments,
including gains on sales of restructuring program assets, which totaled a charge of $22 million in 2024 and $17 million in 2023.
(5) At December 31, 2024, $115 million of our net restructuring liability was recorded within other current liabilities and $73 million was recorded
within other long-term liabilities.
Implementation Costs
Implementation costs are directly attributable to restructuring activities; however, they do not qualify for special
accounting treatment as exit or disposal activities. We believe the disclosure of implementation costs provides
readers of our financial statements with more information on the total costs of our Simplify to Grow Program.
Implementation costs primarily related to reorganizing our operations and facilities in connection with our supply
chain reinvention program and other identified productivity and cost saving initiatives. The costs included
incremental expenses related to the closure of facilities, costs to terminate certain contracts and the simplification of
our information systems. Within our continuing results of operations, we recorded implementation costs of $72
million in 2024, $25 million in 2023 and $87 million in 2022. We recorded these costs within cost of sales and
general corporate expense within selling, general and administrative expenses.
Restructuring and Implementation Costs in Operating Income
During 2024, 2023 and 2022, and since inception of the Simplify to Grow Program, we recorded the following
restructuring and implementation costs within segment operating income and earnings before income taxes:
Latin
America
AMEA
Europe
North
America
Corporate
Total
(in millions)
For the Year Ended
December 31, 2024
Restructuring Costs
$
16 $
9 $
37 $
18 $
(3) $
77
Implementation Costs
2
1
20
32
17
72
Total
$
18 $
10 $
57 $
50 $
14 $
149
For the Year Ended
December 31, 2023
Restructuring Costs
$
(3) $
7 $
79 $
19 $
4 $
106
Implementation Costs
1
—
12
8
4
25
Total
$
(2) $
7 $
91 $
27 $
8 $
131
For the Year Ended
December 31, 2022
Restructuring Costs
$
(6) $
13 $
16 $
12 $
1 $
36
Implementation Costs
7
6
25
37
12
87
Total
$
1 $
19 $
41 $
49 $
13 $
123
Total Project
(Inception to Date)
Restructuring Costs
$
561 $
570 $
1,279 $
694 $
151 $
3,255
Implementation Costs
306
246
601
630
389
2,172
Total
$
867 $
816 $
1,880 $
1,324 $
540 $
5,427
88
Note 9. Debt and Borrowing Arrangements
Short-Term Borrowings
Our short-term borrowings and related weighted-average interest rates consisted of:
As of December 31,
2024
2023
Amount
Outstanding
Weighted-
Average Rate
Amount
Outstanding
Weighted-
Average Rate
(in millions)
(in millions)
Commercial paper
$
—
— % $
346
5.5 %
Bank loans
71
12.1 %
74
17.2 %
Total short-term borrowings
$
71
$
420
Our uncommitted credit lines and committed credit lines available include:
As of December 31,
2024
2023
Facility Amount
Borrowed
Amount
Facility Amount
Borrowed
Amount
(in millions)
Uncommitted credit facilities (1)
$
784 $
71 $
906 $
74
Credit facilities:
February 21, 2024 (2)
—
—
1,500
—
February 19, 2025 (2)
1,500
—
—
—
February 23, 2027 (2)
4,500
—
4,500
—
Various (3)
—
—
277
277
(1) Prior year facility amount has been revised.
(2) We maintain senior unsecured revolving credit facilities for general corporate purposes, including working capital needs, and to support our
commercial paper program. The revolving credit agreements include a covenant that we maintain a minimum shareholders' equity of at least
$25.0 billion, excluding accumulated other comprehensive earnings/(losses), the cumulative effects of any changes in accounting principles
and earnings/(losses) recognized in connection with the ongoing application of any mark-to-market accounting for pensions and other
retirement plans. At December 31, 2024, we complied with this covenant as our shareholders' equity, as defined by the covenant, was
$39.4 billion. The revolving credit facility also contains customary representations, covenants and events of default. There are no credit rating
triggers, provisions or other financial covenants that could require us to post collateral as security.
(3) On April 18, 2023, and subsequently amended on October 3, 2023 and April 4, 2024, we entered into a credit facility secured by pledged
deposits classified as long-term other assets. Draw downs on the facility bore a variable rate based on SOFR plus applicable margin. On
August 13, 2024, we repaid all amounts borrowed and terminated this credit facility.
During 2023, we repaid $2.0 billion in term loans related to 2022 credit facility borrowings.
89
Long-Term Debt
Our long-term debt consisted of (interest rates are as of December 31, 2024):
As of December 31,
2024 (1)
2023
(in millions)
U.S. dollar notes and term loans, 1.250% to 7.000% (weighted-average effective
rate 3.143%), due through 2050
$
8,834 $
9,562
Euro notes, 0.000% to 2.375% (weighted-average effective rate 0.975%),
due through 2041
7,122
7,916
Pound sterling notes, 3.875% to 4.500% (weighted-average effective rate 4.151%),
due through 2045
327
333
Swiss franc notes, 1.125% (effective rate 1.061%),
due through 2025
221
386
Canadian dollar notes, 3.250% to 4.625% (weighted-average effective rate 4.048%),
due through 2030
864
452
Finance leases and other
310
339
Total
17,678
18,988
less: current portion of long-term debt
(2,014)
(2,101)
Long-term debt
$
15,664 $
16,887
(1) Amounts are shown net of unamortized premiums, discounts and bank fees of $(119) million and imputed interest on finance leases of
$(28) million.
Over the next five years, aggregate principal maturities, including finance leases, of our long-term debt are (in
millions):
2025
2026
2027
2028
2029
Thereafter
Total
$2,027
$1,187
$1,576
$1,263
$2,011
$9,761
$17,825
Debt Repayments
During 2024, we repaid the following notes (in millions):
Interest Rate
Maturity Date
Amount
USD Equivalent
2.125%
March 2024
$500
$500
2.250%
September 2024 (1)
$500
$500
0.000%
September 2024 (1) (2)
€300
$333
0.750%
September 2024 (1)
$500
$500
0.617%
September 2024
Fr.125
$148
(1) Repaid by Mondelez International Holdings Netherlands B.V. ("MIHN"), a wholly owned Dutch subsidiary of Mondelēz International, Inc.
(2) Repayment of €300 million exchangeable bonds. Refer to Note 10, Financial Instruments for additional detail on these exchangeable bonds.
During 2023, we repaid the following notes (in millions):
Interest Rate
Maturity Date
Amount
USD Equivalent
1.125%
December 2023
Fr.265
$306
90
Debt Issuances
During 2024, we issued the following notes (in millions):
Issuance Date
Interest Rate
Maturity Date
Gross Proceeds (1)
Gross Proceeds USD
Equivalent
February 2024
4.750%
February 2029
$550
$550
July 2024
4.625%
July 2031
$650
$473
August 2024
4.750%
August 2034
$500
$500
(1) Represents gross proceeds from the issuance of notes excluding debt issuance costs, discounts and premiums.
During 2023, we did not complete any debt issuances.
Fair Value of Our Debt
The fair value of our short-term borrowings reflects current market interest rates and approximates the amounts we
have recorded on our consolidated balance sheets. The fair value of our long-term debt was determined using
quoted prices in active markets (Level 1 valuation data) for the publicly traded debt obligations.
As of December 31,
2024
2023
(in millions)
Fair Value
$
15,846 $
17,506
Carrying Value
17,749
19,408
Interest and Other Expense, net
Interest and other expense, net within our results of continuing operations consisted of:
For the Years Ended December 31,
2024
2023
2022
(in millions)
Interest expense, debt
$
508 $
550 $
428
Loss on debt extinguishment and related expenses
—
1
129
Other income, net
(328)
(241)
(134)
Interest and other expense, net
$
180 $
310 $
423
Other income, net includes amounts excluded from the assessment of hedge effectiveness related to our net
investment hedge derivative contracts and movement in foreign currency exchange rates on certain foreign
currency denominated assets and liabilities, related economic hedges and other items. Refer to Note 10, Financial
Instruments.
91
Note 10. Financial Instruments
Fair Value of Derivative Instruments
Derivative instruments were recorded at fair value in the consolidated balance sheets as follows:
As of December 31,
2024
2023
Asset
Derivatives
Liability
Derivatives
Asset
Derivatives
Liability
Derivatives
(in millions)
Derivatives designated as
accounting hedges:
Interest rate contracts
$
84 $
35 $
120 $
57
Net investment hedge derivative contracts (1)
305
50
163
382
389
85
283
439
Derivatives not designated as
accounting hedges:
Currency exchange contracts
$
302 $
118 $
195 $
134
Commodity contracts
2,205
1,522
1,119
984
Interest rate contracts
3
—
—
2
2,510
1,640
1,314
1,120
Total fair value
$
2,899 $
1,725 $
1,597 $
1,559
(1) Net investment hedge derivative contracts consist of cross-currency interest rate swaps, forward contracts and options. We also designate
some of our non-U.S. dollar denominated debt to hedge a portion of our net investments in our non-U.S. operations. This debt is not reflected
in the table above, but is included in long-term debt discussed in Note 9, Debt and Borrowing Arrangements. Both net investment hedge
derivative contracts and non-U.S. dollar denominated debt acting as net investment hedges are also disclosed in the Derivative Volume table
and the Hedges of Net Investments in International Operations section appearing later in this footnote.
We recorded the fair value of our derivative instruments in the consolidated balance sheet as follows:
As of December 31,
2024
2023
(in millions)
Other current assets
$
2,545 $
1,347
Other assets
354
250
Other current liabilities
1,641
1,209
Other liabilities
84
350
92
The fair values (asset/(liability)) of our derivative instruments were determined using:
As of December 31, 2024
Total
Fair Value of Net
Asset/(Liability)
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
Other Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
(in millions)
Currency exchange contracts
$
184 $
— $
184 $
—
Commodity contracts
683
(111)
794
—
Interest rate contracts
52
—
52
—
Net investment hedge contracts
255
—
255
—
Total derivatives
$
1,174 $
(111) $
1,285 $
—
As of December 31, 2023
Total
Fair Value of Net
Asset/(Liability)
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
Other Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
(in millions)
Currency exchange contracts
$
61 $
— $
61 $
—
Commodity contracts
135
28
107
—
Interest rate contracts
61
—
61
—
Net investment hedge contracts
(219)
—
(219)
—
Total derivatives
$
38 $
28 $
10 $
—
Level 1 financial assets and liabilities consist of exchange-traded commodity futures and listed options. The fair
value of these instruments is determined based on quoted market prices on commodity exchanges.
Level 2 financial assets and liabilities consist primarily of over-the-counter (“OTC”) currency exchange forwards,
options and swaps; commodity forwards and options; net investment hedge contracts; and interest rate swaps. Our
currency exchange contracts are valued using an income approach based on observable market forward rates less
the contract rate multiplied by the notional amount. Commodity derivatives are valued using an income approach
based on the observable market commodity index prices less the contract rate multiplied by the notional amount or
based on pricing models that rely on market observable inputs such as commodity prices. Our calculation of the fair
value of interest rate swaps is derived from a discounted cash flow analysis based on the terms of the contract and
the observable market interest rate curve. Our calculation of the fair value of financial instruments takes into
consideration the risk of nonperformance, including counterparty credit risk. Our OTC derivative transactions are
governed by International Swap Dealers Association agreements and other standard industry contracts. Under
these agreements, we do not post nor require collateral from our counterparties. The majority of our derivative
contracts do not have a legal right of set-off. We manage the credit risk in connection with these and all our
derivatives by entering into transactions with counterparties with investment grade credit ratings, limiting the amount
of exposure with each counterparty and monitoring the financial condition of our counterparties.
93
Derivative Volume
The gross notional values of our derivative instruments were:
Notional Amount
As of December 31,
2024
2023
(in millions)
Currency exchange contracts:
Intercompany loans and forecasted interest payments
$
4,406 $
2,860
Forecasted transactions
9,132
5,550
Commodity contracts
16,210
16,631
Interest rate contracts
5,336
2,384
Net investment hedges:
Net investment hedge derivative contracts
8,647
7,456
Non-U.S. dollar debt designated as net investment hedges:
Euro notes
3,298
3,516
Swiss franc notes
220
386
Canadian dollar notes
869
453
Cash Flow Hedges
Cash flow hedge activity, net of taxes, is recorded within accumulated other comprehensive earnings/(losses). Refer
to Note 15, Reclassifications from Accumulated Other Comprehensive Income for further information on current
period activity. Based on current market conditions, we would expect to transfer losses of $31 million (net of taxes)
for interest rate cash flow hedges to earnings during the next 12 months.
Cash Flow Hedge Coverage
As of December 31, 2024, our longest dated cash flow hedges were interest rate swaps that hedge forecasted
interest rate payments over the next 4 years.
Hedges of Net Investments in International Operations
Net investment hedge (“NIH”) derivative contracts
We enter into cross-currency interest rate swaps, forwards and options to hedge certain investments in our non-
U.S. operations against movements in exchange rates. As of December 31, 2024, the aggregate notional value of
these NIH derivative contracts was $8.6 billion and their impact on other comprehensive earnings and net earnings
during the years presented below were as follows:
For the Years Ended December 31,
2024
2023
2022
(in millions)
After-tax gain/(loss) on NIH contracts (1)
$
301 $
(185) $
396
(1) Amounts recorded for unsettled and settled NIH derivative contracts are recorded in the cumulative translation adjustment within other
comprehensive earnings. The cash flows from the settled contracts are reported within proceeds from derivative settlements and payments
for derivative settlements in the consolidated statement of cash flows.
For the Years Ended December 31,
2024
2023
2022
(in millions)
Amounts excluded from the assessment of
hedge effectiveness (1)
$
186 $
148 $
116
(1) We elected to record changes in the fair value of amounts excluded from the assessment of effectiveness in net earnings within interest and
other expense, net.
94
Non-U.S. dollar debt designated as net investment hedges
After-tax gains/(losses) related to hedges of net investments in international operations were recorded within the
cumulative translation adjustment section of other comprehensive income and were:
For the Years Ended December 31,
2024
2023
2022
(in millions)
Euro notes
$
167 $
(81) $
162
British pound sterling notes
—
—
45
Swiss franc notes
14
(41)
13
Canadian notes
44
(8)
25
Economic Hedges
Pre-tax gains/(losses) recorded in net earnings for economic hedges were:
For the Years Ended December 31,
Recognized
in Earnings
2024
2023
2022
(in millions)
Currency exchange contracts:
Intercompany loans and
forecasted interest payments
$
75 $
2 $
(14)
Interest and other
expense, net
Forecasted transactions
106
17
117
Cost of sales
Forecasted transactions
17
18
17
Interest and other
expense, net
Forecasted transactions
(8)
—
(1)
Selling, general
and administrative
expenses
Commodity contracts
1,759
262
157
Cost of sales
Equity method investment contracts (1)
—
7
—
Gain on equity method
investment contracts
Total
$
1,949 $
306 $
276
(1) Equity method investment contracts consisted of the bifurcated embedded derivative option that were a component of the September 20,
2021 €300 million exchangeable bonds issuance and expired on September 20, 2024. Refer to Note 9, Debt and Borrowing Arrangements for
additional information.
95
Fair Value of Contingent Consideration
The following is a summary of our contingent consideration liability activity:
For the Years Ended December 31,
2024
2023
2022
(in millions)
Liability at the beginning of the period
$
680 $
642 $
159
Contingent consideration arising from acquisitions
49
—
440
Changes in fair value
(394)
128
44
Payments
(155)
(90)
—
Currency
(1)
—
(1)
Liability at the end of the period
$
179 $
680 $
642
Contingent consideration was recorded at fair value in the condensed consolidated balance sheets as follows:
As of December 31, 2024
Total Fair Value
of Liability
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
Other Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
(in millions)
Clif Bar (1)
$
124 $
— $
— $
124
Other (2)
55
—
—
55
Total contingent consideration
$
179 $
— $
— $
179
As of December 31, 2023
Total Fair Value
of Liability
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
Other Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
(in millions)
Clif Bar (1)
$
548 $
— $
— $
548
Other (2)
132
—
—
132
Total contingent consideration
$
680 $
— $
— $
680
(1)
In connection with the Clif Bar acquisition, we entered into a contingent consideration arrangement that may require us to pay additional
consideration to the sellers for achieving certain net revenue, gross profit and EBITDA targets in 2025 and 2026 that exceed our base
financial projections for the business implied in the upfront purchase price. The possible payments range from zero to a maximum total of
$2.4 billion, with higher payouts requiring the achievement of targets that generate rates of returns in excess of the base financial
projections. The contingent consideration liabilities are recorded at fair value within long-term liabilities. The estimated fair value of the
contingent consideration obligation is determined using a Monte Carlo simulation. Significant assumptions used in assessing the fair value
of the liability include financial projections for net revenue, gross profit, and EBITDA, as well as discount and volatility rates. Fair value
adjustments are primarily recorded in selling, general and administrative expenses in the condensed consolidated statement of earnings.
During 2024, the expected forecast for 2025 and 2026 was updated to reflect recent trends in business performance and market outlook,
resulting in a reduction in the fair value of the contingent consideration.
(2)
Other contingent consideration liabilities are recorded at fair value, with $55 million classified as long-term liabilities at December 31, 2024
and $132 million classified as other current liabilities at December 31, 2023. Fair value adjustments are recorded in selling, general and
administrative expenses in the condensed consolidated statement of earnings.
96
Note 11. Benefit Plans
Pension Plans
Obligations and Funded Status
The projected benefit obligations, plan assets and funded status of our pension plans were:
U.S. Plans
Non-U.S. Plans
2024
2023
2024
2023
(in millions)
Projected benefit obligation at January 1
$
1,206 $
1,193 $
7,404 $
6,878
Service cost
3
3
59
54
Interest cost
60
64
283
303
Benefits paid
(41)
(45)
(446)
(424)
Settlements paid
(48)
(63)
(1)
—
Actuarial losses/(gains)
3
54
(271)
235
Divestitures
—
—
—
(6)
Currency
—
—
(312)
337
Other
—
—
37
27
Projected benefit obligation at December 31
1,183
1,206
6,753
7,404
Fair value of plan assets at January 1
1,277
1,265
7,907
7,389
Actual return on plan assets
8
114
42
423
Contributions
4
6
109
162
Benefits paid
(41)
(45)
(446)
(424)
Settlements paid
(48)
(63)
(1)
—
Divestitures
—
—
—
(4)
Currency
—
—
(324)
362
Other
—
—
10
(1)
Fair value of plan assets at December 31
1,200
1,277
7,297
7,907
Net pension assets at December 31
$
17 $
71 $
544 $
503
The accumulated benefit obligation, which represents benefits earned to the measurement date, for U.S. pension
plans was $1.2 billion at December 31, 2024 and December 31, 2023. The accumulated benefit obligation for non-
U.S. pension plans was $6.6 billion at December 31, 2024 and $7.3 billion at December 31, 2023.
The actuarial (gain)/loss for all pension plans in 2024 and 2023 was primarily related to changes in assumptions
including discount rates used to measure the benefit obligations of those plans.
The combined U.S. and non-U.S. pension plans resulted in a net pension asset of $561 million as of December 31,
2024 and a net pension asset of $574 million as of December 31, 2023. We recognized these amounts in our
consolidated balance sheets as follows:
As of December 31,
2024
2023
(in millions)
Prepaid pension assets
$
987 $
1,043
Other current liabilities
(35)
(32)
Accrued pension costs
(391)
(437)
$
561 $
574
97
Certain of our U.S. and non-U.S. plans are underfunded with accumulated benefit obligations in excess of plan
assets. For these plans, the projected benefit obligations, accumulated benefit obligations and the fair value of plan
assets were:
U.S. Plans
Non-U.S. Plans
As of December 31,
As of December 31,
2024
2023
2024
2023
(in millions)
Projected benefit obligation
$
24 $
25 $
557 $
646
Accumulated benefit obligation
24
25
514
594
Fair value of plan assets
2
2
157
201
We used the following weighted-average assumptions to determine our benefit obligations under the pension plans:
U.S. Plans
Non-U.S. Plans
As of December 31,
As of December 31,
2024
2023
2024
2023
Discount rate
5.18 %
5.22 %
4.45 %
4.03 %
Rate of compensation increase
4.00 %
4.00 %
3.10 %
3.22 %
Year-end discount rates for our U.S., Canadian, Eurozone and U.K. plans were developed from a model portfolio of
high quality, fixed-income debt instruments with durations that match the expected future cash flows of the benefit
obligations. Year-end discount rates for our remaining non-U.S. plans were developed from local bond indices that
match local benefit obligations as closely as possible. Changes in our discount rates were primarily the result of
changes in bond yields year-over-year.
For the periods presented, we measure service and interest costs by applying the specific spot rates along a yield
curve used to measure plan obligations to the plans’ liability cash flows. We believe this approach provides a more
precise measurement of service and interest costs by aligning the timing of the plans’ liability cash flows to the
corresponding spot rates on the yield curve.
Mondelēz Global LLC Retirement Plan Update
During the third quarter of 2024, we entered into an agreement with two third party insurance companies for the
Mondelēz Global LLC Retirement Plan (“MDLZ Global Plan”), the pension plan for US salaried employees. The
agreement features a buy-in of the plan assets with an option to elect a future buy-out conversion. As part of the
buy-in, all of the MDLZ Global Plan assets were transferred to the insurance companies in exchange for an annuity
contract during the third quarter of 2024 to further reduce the risk of plan asset value volatility. The annuity contract
provides all future benefit plan payments to the MDLZ Global Plan participants upon execution of the plan
amendment to terminate the plan. However, we continue to retain the primary benefit obligation until the buy-out
conversion is completed. Upon election of the buy-out conversion, we will transfer full responsibility of the MDLZ
Global Plan obligations to the insurance companies, at which time we will derecognize the assets and liabilities of
the pension plan and realize a settlement loss as a component of net periodic pension cost.
The plan amendment to terminate the MDLZ Global Plan was executed on December 31, 2024 and we intend to
execute the buy-out conversion in 2025.
98
Components of Net Periodic Pension Cost
Net periodic pension cost consisted of the following:
U.S. Plans
Non-U.S. Plans
For the Years Ended December 31,
For the Years Ended December 31,
2024
2023
2022
2024
2023
2022
(in millions)
Service cost
$
3 $
3 $
5 $
59 $
54 $
88
Interest cost
60
64
51
283
303
172
Expected return on plan assets
(89)
(99)
(79)
(428)
(403)
(353)
Amortization:
Net loss
—
—
6
64
42
57
Prior service cost/(benefit)
1
1
1
—
(1)
(2)
Curtailment expense/(credit)
—
—
—
(1)
—
8
Settlement losses and other expenses
14
17
14
1
1
2
Net periodic pension benefit
$
(11) $
(14) $
(2) $
(22) $
(4) $
(28)
We determine our expected rate of return on plan assets from the plan assets’ historical long-term investment
performance, current asset allocation and estimates of future long-term returns by asset class. For the U.S. plans,
we determine the expected return on plan assets component of net periodic (benefit)/cost using a calculated
market-related value of plan assets methodology that averages gains and losses on the plan assets over a four-
year period to determine future pension expense. For our non-U.S. plans, we utilize a similar approach with varying
cost recognition periods for some plans, and with others, we determine the expected return on plan assets based on
asset fair values as of the measurement date.
We used the following weighted-average assumptions to determine our net periodic pension cost:
U.S. Plans
Non-U.S. Plans
For the Years Ended December 31,
For the Years Ended December 31,
2024
2023
2022
2024
2023
2022
Discount rate
5.22 %
5.55 %
3.01 %
4.03 %
4.51 %
1.74 %
Expected rate of return
on plan assets
6.25 %
6.25 %
4.50 %
5.54 %
5.41 %
3.44 %
Rate of compensation increase
4.00 %
4.00 %
4.00 %
3.20 %
3.22 %
2.84 %
99
Plan Assets
The fair value of pension plan assets was determined using the following fair value measurements:
As of December 31, 2024
Asset Category
Total Fair
Value
Quoted Prices
in Active Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
(in millions)
U.S. equity securities
$
1 $
1 $
— $
—
Pooled funds - equity securities
833
751
82
—
Total equity securities
834
752
82
—
Government bonds
1,854
70
1,784
—
Pooled funds - fixed-income securities
945
825
120
—
Corporate bonds and
fixed-income securities
563
243
320
—
Buy-in annuity contracts and other
2,082
—
—
2,082
Total fixed-income securities
5,444
1,138
2,224
2,082
Real estate
222
159
—
63
Private equity
3
—
—
3
Cash and other
87
77
9
1
Total assets in the fair value hierarchy
$
6,590 $
2,126 $
2,315 $
2,149
Investments measured at net asset value
1,811
Total investments at fair value
$
8,401
As of December 31, 2023
Asset Category
Total Fair
Value
Quoted Prices
in Active Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
(in millions)
U.S. equity securities
$
3 $
3 $
— $
—
Pooled funds - equity securities
935
863
72
—
Total equity securities
938
866
72
—
Government bonds
2,485
59
2,426
—
Pooled funds - fixed-income securities
839
718
121
—
Corporate bonds and
fixed-income securities
902
203
699
—
Buy-in annuity contracts and other
1,464
—
—
1,464
Total fixed-income securities
5,690
980
3,246
1,464
Real estate
249
182
—
67
Private equity
4
—
—
4
Cash and other
122
103
18
1
Total assets in the fair value hierarchy
$
7,003 $
2,131 $
3,336 $
1,536
Investments measured at net asset value
2,084
Total investments at fair value
$
9,087
We excluded plan assets of $96 million at December 31, 2024 and $97 million at December 31, 2023 from the
above tables related to certain insurance contracts as they are reported at contract value, in accordance with
authoritative guidance.
100
Fair value measurements
•
Level 1 – includes primarily U.S and non-U.S. equity securities and government bonds valued using quoted
prices in active markets.
•
Level 2 – includes primarily pooled funds, including assets in real estate pooled funds, valued using net asset
values of participation units held in common collective trusts, as reported by the managers of the trusts and as
supported by the unit prices of actual purchase and sale transactions. Level 2 plan assets also include
corporate bonds and other fixed-income securities, valued using independent observable market inputs, such
as matrix pricing, yield curves and indices.
•
Level 3 – includes investments valued using unobservable inputs that reflect the plans’ assumptions that market
participants would use in pricing the assets, based on the best information available.
•
Fair value estimates for pooled funds are calculated by the investment advisor when reliable quotations or
pricing services are not readily available for certain underlying securities. The estimated value is based on
either cost or last sale price for most of the securities valued in this fashion.
•
Fair value estimates for private equity investments are calculated by the general partners using the market
approach to estimate the fair value of private investments. The market approach utilizes prices and other
relevant information generated by market transactions, type of security, degree of liquidity, restrictions on
the disposition, latest round of financing data, company financial statements, relevant valuation multiples
and discounted cash flow analyses.
•
Fair value estimates for private debt placements are calculated using standardized valuation methods,
including income-based techniques such as discounted cash flow projections or market-based techniques
utilizing public and private transaction multiples as comparables.
•
Fair value estimates for real estate investments are calculated by investment managers using the present
value of future cash flows expected to be received from the investments, based on valuation methodologies
such as appraisals, local market conditions, and current and projected operating performance.
•
Fair value estimates for buy-in annuity policies (excluding the MDLZ Global Plan buy-in) are calculated on a
replacement policy value basis by discounting the projected cash flows of the plan members using a
discount rate based on risk-free rates and adjustments for estimated levels of insurer pricing. Fair value of
the MDLZ Global Plan buy-in annuity is set equal to the estimated contract value as of December 31, 2024.
•
Net asset value – primarily includes equity funds, fixed income funds, real estate funds, hedge funds and private
equity investments for which net asset values are normally used.
Changes in our Level 3 plan assets included:
Asset Category
January 1,
2024
Balance
Net Realized
and Unrealized
Gains/
(Losses)
Net Purchases,
Issuances and
Settlements
Net Transfers
Into/(Out of)
Level 3
Currency
Impact
December 31,
2024
Balance
(in millions)
Buy-in annuity contracts
and other
$
1,471 $
(62) $
702 $
— $
(29) $
2,082
Real estate
62
—
—
—
1
63
Private equity and other
3
—
—
—
1
4
Total Level 3 investments
$
1,536 $
(62) $
702 $
— $
(27) $
2,149
Asset Category
January 1,
2023
Balance
Net Realized
and Unrealized
Gains/
(Losses)
Net Purchases,
Issuances and
Settlements
Net Transfers
Into/(Out of)
Level 3
Currency
Impact
December 31,
2023
Balance
(in millions)
Buy-in annuity contracts
and other
$
1,540 $
60 $
(227) $
— $
98 $
1,471
Real estate
70
(2)
—
—
(6)
62
Private equity and other
4
—
—
—
(1)
3
Total Level 3 investments
$
1,614 $
58 $
(227) $
— $
91 $
1,536
The increase in Level 3 pension plan investments during 2024 was related to net purchases, issuances and
settlements, including the purchase of the MDLZ Global Plan buy-in annuity, partially offset by a decreased return
on plan assets and currency impact. The decrease in Level 3 pension plan investments during 2023 was related to
net purchases, issuances and settlements of corporate bonds and other fixed income securities, partially offset by
currency impact and net realized and unrealized gains.
101
The percentage of fair value of pension plan assets was:
U.S. Plans
Non-U.S. Plans
As of December 31,
As of December 31,
Asset Category
2024
2023
2024
2023
Equity securities
4%
15%
14%
16%
Fixed-income securities
21%
85%
64%
63%
Real estate
—
—
4%
4%
Buy-in annuity contracts
75%
—
17%
16%
Cash
—
—
1%
1%
Total
100%
100%
100%
100%
For the MDLZ Global Plan, our assets have been exchanged for buy-in annuity contracts to cover all plan liabilities.
For our remaining U.S. plans, our investment strategy is to reduce our funded status risk in part through appropriate
asset allocation within our plan assets. We attempt to maintain our target asset allocation by rebalancing between
asset classes as we make monthly benefit payments. The strategy involves using indexed U.S. equity and
international equity securities and actively managed U.S. investment grade fixed-income securities (which constitute
95% or more of fixed-income securities) with smaller allocations to high yield fixed-income securities.
For our non-U.S. plans, the investment strategy is subject to local regulations and the asset/liability profiles of the
plans in each individual country. In aggregate, the asset allocation targets of our non-U.S. plans are broadly
characterized as a mix of approximately 13% equity securities, 56% fixed-income securities, 27% buy-in annuity
contracts and 4% real estate.
Employer Contributions
In 2024, we contributed $4 million to our U.S. pension plans and $86 million to our non-U.S. pension plans. In
addition, employees contributed $23 million to our non-U.S. plans. We make contributions to our pension plans in
accordance with local funding arrangements and statutory minimum funding requirements. Discretionary
contributions are made to the extent that they are tax deductible and do not generate an excise tax liability. In 2025,
we estimate that our pension contributions will be $11 million to our U.S. plans and $68 million to our non-U.S. plans
based on current tax laws. Our actual contributions may be different due to many factors, including changes in tax
and other benefit laws, significant differences between expected and actual pension asset performance or interest
rates.
Future Benefit Payments
The estimated future benefit payments from our pension plans at December 31, 2024 were (in millions):
2025
2026
2027
2028
2029
2030-2034
U.S. Plans
$945
$17
$18
$18
$19
$103
Non-U.S. Plans
414
414
420
422
429
2,204
The increase in estimated benefit payments for U.S. plans in 2025 is reflective of the expected MDLZ Global Plan
buy-out.
Multiemployer Pension Plans
In accordance with obligations we have under collective bargaining agreements, we made contributions to
multiemployer pension plans for continuing participation and these amounts were not material. Our contributions are
based on our contribution rates under our collective bargaining agreements, the number of our eligible employees
and fund surcharges.
On July 11, 2019, we received a withdrawal liability assessment from the Bakery and Confectionery Union and
Industry International Pension Fund and recorded a discounted liability of $491 million requiring pro-rata monthly
payments over 20 years beginning in the third quarter of 2019. Within interest and other expense, net, we recorded
accreted interest of $10 million in 2024, $10 million in 2023 and $11 million 2022. As of December 31, 2024, the
remaining discounted withdrawal liability was $311 million, with $16 million recorded in other current liabilities and
$295 million recorded in long-term other liabilities.
102
Other Costs
We sponsor and contribute to employee defined contribution plans. These plans cover eligible salaried, non-union
and union employees. Our contributions and costs are determined by the matching of employee contributions, as
defined by the plans. Amounts charged to expense in continuing operations for defined contribution plans totaled
$68 million in 2024 and $66 million in 2023 and 2022.
Postretirement Benefit Plans
Obligations
The changes in and the amount of the accrued benefit obligation of U.S. and non-U.S. plans were:
As of December 31,
2024
2023
(in millions)
Accrued benefit obligation at January 1
$
205 $
233
Service cost
1
1
Interest cost
10
12
Benefits paid
(17)
(16)
Plan amendments
—
(22)
Currency
(7)
2
Actuarial gains
(9)
(5)
Accrued benefit obligation at December 31
183
205
Fair value of plan assets at January 1
70
—
Employer Contributions
14
76
Benefit Payments
(17)
(12)
Actual Return on Assets
7
6
Fair value of plan assets at December 31
$
74 $
70
The fair value of plan assets as of December 31, 2024 pertain to the U.S. plan as our postretirement health care
plans are funded in the U.S.
The current portion of our accrued postretirement benefit obligation of $11 million at both December 31, 2024 and
December 31, 2023 was included in other current liabilities.
The actuarial gains for all postretirement plans in 2024 and 2023 were driven by gains related to assumption
changes including discount rates used to measure the benefit obligations of those plans.
We used the following weighted-average assumptions to determine our postretirement benefit obligations:
U.S. Plans
Non-U.S. Plans
As of December 31,
As of December 31,
2024
2023
2024
2023
Discount rate
5.70 %
5.20 %
5.77 %
5.72 %
Health care cost trend rate assumed for next year
6.50 %
6.75 %
5.04 %
5.07 %
Ultimate health care cost trend rate
5.00 %
5.00 %
4.64 %
4.63 %
Year that the rate reaches the ultimate trend rate
2031
2031
2040
2040
Year-end discount rates for our U.S., Canadian and U.K. plans were developed from a model portfolio of high
quality, fixed-income debt instruments with durations that match the expected future cash flows of the benefit
obligations. Year-end discount rates for our remaining non-U.S. plans were developed from local bond indices that
match local benefit obligations as closely as possible. Changes in our discount rates were primarily the result of
changes in bond yields year-over-year. Our expected health care cost trend rate is based on historical costs.
103
For the periods presented, we measure service and interest costs for other postretirement benefits by applying the
specific spot rates along a yield curve used to measure plan obligations to the plans’ liability cash flows. We believe
this approach provides a good measurement of service and interest costs by aligning the timing of the plans’ liability
cash flows to the corresponding spot rates on the yield curve.
Components of Net Periodic Postretirement Health Care Costs
The net periodic postretirement (benefit)/cost was $(11) million, $(5) million and $12 million for the years ended
December 31, 2024, 2023 and 2022, respectively.
We used the following weighted-average assumptions to determine our net periodic postretirement health care cost:
U.S. Plans
Non-U.S. Plans
For the Years Ended December 31,
For the Years Ended December 31,
2024
2023
2022
2024
2023
2022
Discount rate
5.20%
5.53%
2.96%
5.72%
6.07%
3.81%
Expected rate of return
on plan assets
7.25%
—
—
—
—
—
Health care cost trend rate
6.50%
7.00%
5.50%
5.04%
5.98%
5.72%
Future Benefit Payments
Our estimated future benefit payments for our postretirement health care plans at December 31, 2024 were (in
millions):
2025
2026
2027
2028
2029
2030-2034
U.S. Plans
$10
$9
$9
$8
$8
$34
Non-U.S. Plans
4
4
4
5
5
24
Other Costs
We made contributions to multiemployer medical plans totaling $17 million in 2024, $18 million in 2023 and $17
million in 2022. These plans provide medical benefits to active employees and retirees under certain collective
bargaining agreements.
Postemployment Benefit Plans
Obligations
Our postemployment plans are not funded. The changes in and the amount of the accrued benefit obligation were:
As of December 31,
2024
2023
(in millions)
Accrued benefit obligation at January 1
$
92 $
47
Service cost
9
4
Interest cost
7
3
Benefits paid
(21)
(25)
Actuarial losses
6
63
Accrued benefit obligation at December 31
$
93 $
92
The accrued benefit obligation was determined using a weighted-average discount rate of 9.1% in 2024 and 8.1% in
2023, an assumed weighted-average ultimate annual turnover rate of 0.8% in 2024 and 2023, assumed
compensation cost increases of 4.0% in 2024 and 2023 and assumed benefits as defined in the respective plans.
Postemployment costs arising from actions that offer employees benefits in excess of those specified in the
respective plans are charged to expense when incurred.
104
Components of Net Periodic Postemployment Costs
The net periodic postemployment cost was $20 million, $4 million and zero for the years ended December 31, 2024,
2023 and 2022, respectively.
As of December 31, 2024, the estimated net gain for the postemployment benefit plans that we expect to amortize
from accumulated other comprehensive earnings/(losses) into net periodic postemployment costs during 2025 is
approximately $4 million.
Note 12. Stock Plans
On May 22, 2024, our shareholders approved the 2024 Performance Incentive Plan (the “2024 PIP”), which
replaced our Amended and Restated 2005 Performance Incentive Plan (the “2005 Plan”). Under the 2024 PIP, we
are now authorized to issue a maximum of 50.7 million shares of our Common Stock. During the year ended
December 31, 2024, we granted 154,907 shares under the 2024 PIP and 391,513 shares were forfeited, which
were added to the 2024 PIP. As of December 31, 2024, there were 50.9 million shares available to be granted.
Stock Options
We recorded compensation expense related to stock options held by our employees of $30 million in 2024, $25
million in 2023 and $20 million in 2022 in our results from continuing operations. The deferred tax benefit recorded
related to this compensation expense was $5 million in 2024, $4 million in 2023 and $3 million in 2022. The
unamortized compensation expense related to our employee stock options was $26 million at December 31, 2024
and is expected to be recognized over a weighted-average period of 1.6 years.
Our weighted-average Black-Scholes Model fair value assumptions were:
Risk-Free
Interest Rate
Expected Life
Expected
Volatility
Expected
Dividend Yield
Fair Value
at Grant Date
2024
4.21%
5 years
20.93%
2.33%
$15.23
2023
4.18%
5 years
20.97%
2.32%
$13.57
2022
1.87%
5 years
22.05%
2.13%
$11.24
The risk-free interest rate represents the constant maturity U.S. government treasuries rate with a remaining term
equal to the expected life of the options. The expected life is the period over which our employees are expected to
hold their options. Volatility reflects historical movements in our stock price for a period commensurate with the
expected life of the options. The dividend yield reflects the dividend yield in place at the time of the historical grants.
105
Stock option activity is reflected below:
Shares Subject
to Option
Weighted-
Average
Exercise or
Grant Price
Per Share
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
Balance at January 1, 2022
23,503,759 $
42.65
$
556 million
Annual grant to eligible employees
2,180,540
64.65
Additional options issued
63,490
64.39
Total options granted
2,244,030
64.64
Options exercised (1)
(4,780,086)
35.96
$
142 million
Options cancelled
(477,453)
55.89
Balance at December 31, 2022
20,490,250
46.31
$
417 million
Annual grant to eligible employees
2,452,110
65.36
Additional options issued
24,210
68.93
Total options granted
2,476,320
65.39
Options exercised (1)
(3,894,213)
39.59
$
123 million
Options cancelled
(394,237)
59.41
Balance at December 31, 2023
18,678,120
49.96
$
420 million
Annual grant to eligible employees
2,261,810
73.13
Additional options issued
35,820
66.89
Total options granted
2,297,630
73.03
Options exercised (1)
(4,096,571)
43.30
$
121 million
Options cancelled
(400,010)
63.40
Balance at December 31, 2024
16,479,169
54.51
5 years
$
135 million
Exercisable at December 31, 2024
12,415,138
49.67
4 years
$
135 million
(1) Cash received from options exercised was $175 million in 2024, $152 million in 2023 and $158 million in 2022. The actual tax benefit realized
and recorded in the provision for income taxes for the tax deductions from the option exercises totaled $19 million in 2024, $21 million in
2023 and $22 million in 2022.
106
Deferred Stock Units, Performance Share Units and Other Stock-Based Awards
We recorded compensation expense related to DSUs, PSUs and other stock-based awards of $117 million in 2024,
$121 million in 2023 and $100 million in 2022 in our results from continuing operations. The deferred tax benefit
recorded related to this compensation expense was $19 million in 2024, $18 million in 2023 and $17 million in 2022.
The unamortized compensation expense related to our DSUs, PSUs and other stock-based awards was $132
million at December 31, 2024 and is expected to be recognized over a weighted-average period of 1.6 years.
Our PSU, DSU and other stock-based award activity is reflected below:
Number
of Shares
Weighted-
Average
Fair Value
Per Share (4)
Weighted-
Average
Aggregate
Fair Value (3)
Balance at January 1, 2022
4,668,046 $
57.04
Annual grant to eligible employees:
Performance share units
806,590
61.87
Deferred stock units
505,090
64.65
Additional shares granted (1)
836,117
59.37
Total shares granted
2,147,797
61.55 $
132 million
Vested (2) (3)
(1,925,556)
54.13 $
104 million
Forfeited (2)
(438,613)
60.68
Balance at December 31, 2022
4,451,674
60.12
Annual grant to eligible employees:
Performance share units
895,410
68.59
Deferred stock units
578,570
65.36
Additional shares granted (1)
765,128
65.99
Total shares granted
2,239,108
66.86 $
150 million
Vested (2) (3)
(1,772,439)
61.92 $
110 million
Forfeited (2)
(365,177)
62.66
Balance at December 31, 2023
4,553,166
62.53
Annual grant to eligible employees:
Performance share units
787,110
75.05
Deferred stock units
571,490
73.13
Additional shares granted (1)
1,089,698
63.60
Total shares granted
2,448,298
69.50 $
170 million
Vested (2) (3)
(2,075,329)
58.51 $
121 million
Forfeited (2)
(389,561)
66.91
Balance at December 31, 2024
4,536,574
67.76
(1) Includes PSUs and DSUs.
(2) Includes PSUs, DSUs and other stock-based awards.
(3) The actual tax benefit realized and recorded in the provision for income taxes for the tax deductions from the shares vested totaled $7 million
in 2024, $3 million in 2023 and $5 million in 2022.
(4) The grant date fair value of PSUs is determined based on the Monte Carlo simulation model for the market-based total shareholder return
component and the closing market price of the Company’s stock on the grant date for performance-based components. The Monte Carlo
simulation model incorporates the probability of achieving the total shareholder return market condition. Compensation expense is recognized
using the grant date fair values regardless of whether the market condition is achieved, so long as the requisite service has been provided.
107
Note 13. Capital Stock
Our amended and restated articles of incorporation authorize 5.0 billion shares of Common Stock and 500 million
shares of preferred stock. There were no preferred shares issued and outstanding at December 31, 2024, 2023 and
2022. Shares of Common Stock issued, in treasury and outstanding, were:
Shares Issued
Treasury Shares
Shares
Outstanding
Balance at January 1, 2022
1,996,537,778
(604,907,239)
1,391,630,539
Shares repurchased
—
(31,556,510)
(31,556,510)
Exercise of stock options and issuance of
other stock awards
—
5,817,062
5,817,062
Balance at December 31, 2022
1,996,537,778
(630,646,687)
1,365,891,091
Shares repurchased
—
(22,564,627)
(22,564,627)
Exercise of stock options and issuance of
other stock awards
—
5,156,241
5,156,241
Balance at December 31, 2023
1,996,537,778
(648,055,073)
1,348,482,705
Shares repurchased
—
(36,152,376)
(36,152,376)
Exercise of stock options and issuance of
other stock awards
—
5,498,809
5,498,809
Balance at December 31, 2024
1,996,537,778
(678,708,640)
1,317,829,138
Stock plan awards to employees and non-employee directors are issued from treasury shares. At December 31,
2024, 71.9 million shares of Common Stock held in treasury were reserved for stock options and other stock
awards.
Share Repurchase Program
Effective January 1, 2023, our Board of Directors approved a program authorizing the repurchase of $6.0 billion of
our Common Stock through December 31, 2025. Repurchases under the program are determined by management
and are wholly discretionary. During the year ended December 31, 2023, we repurchased approximately $1.6 billion
of Common Stock pursuant to this authorization.
During the year ended December 31, 2024, we repurchased approximately 36 million shares of Common Stock at
an average cost of $65.51 per share, or an aggregate cost of approximately $2.4 billion, all of which was paid during
the period except for approximately $67 million settled in January 2025. All share repurchases were funded through
available cash and commercial paper issuances. On December 10, 2024, our Board of Directors approved a new
program authorizing the repurchase of up to $9.0 billion of our Common Stock through December 31, 2027. This
authorization, effective January 1, 2025, replaced our prior share repurchase program.
108
Note 14. Commitments and Contingencies
Legal Proceedings
We routinely are involved in various pending or threatened legal proceedings, claims, disputes, regulatory matters
and governmental inquiries, inspections or investigations arising in the ordinary course of or incidental to our
business, including those noted below in this section. We record provisions in the consolidated financial statements
for pending legal matters when we determine that an unfavorable outcome is probable, and the amount of the loss
can be reasonably estimated. For matters we have not provided for that are reasonably possible to result in an
unfavorable outcome, management is unable to estimate the possible loss or range of loss or such amounts have
been determined to be immaterial. At present we believe that the ultimate outcome of these legal proceedings and
regulatory and governmental matters, individually and in the aggregate, will not materially harm our financial
position, results of operations or cash flows. However, legal proceedings and regulatory and governmental matters
are subject to inherent uncertainties, and unfavorable rulings or other events could occur. Unfavorable resolutions
could involve substantial fines, civil or criminal penalties, and other expenditures. In addition, in matters for which
conduct remedies are sought, unfavorable resolutions could include an injunction or other order prohibiting us from
selling one or more products at all or in particular ways, precluding particular business practices or requiring other
equitable remedies. An unfavorable outcome might result in a material adverse impact on our business, results of
operations or financial position.
On April 1, 2015, the U.S. Commodity Futures Trading Commission ("CFTC") filed a complaint against Kraft Foods
Group and Mondelēz Global LLC (“Mondelēz Global”) in the U.S. District Court for the Northern District of Illinois
(the "District Court") related to the trading of December 2011 wheat futures contracts that occurred prior to the spin-
off of Kraft Foods Group. The complaint alleged that Mondelēz Global: (1) manipulated or attempted to manipulate
the wheat markets during the fall of 2011; (2) violated position limit levels for wheat futures; and (3) engaged in non-
competitive trades. On May 13, 2022, the District Court approved a settlement agreement between the CFTC and
Mondelēz Global. The terms of the settlement, which are available in the District Court’s docket, had an immaterial
impact on our financial position, results of operations and cash flows and did not include an admission by Mondelēz
Global. Several class action complaints also were filed against Mondelēz Global in the District Court by investors
who copied and expanded upon the CFTC allegations in a series of private claims for monetary damages as well as
injunctive, declaratory, and other unspecified relief. In June 2015, these suits were consolidated in the United States
District Court for the Northern District of Illinois as case number 15-cv-2937, Harry Ploss et al. v. Kraft Foods Group,
Inc. and Mondelēz Global LLC. On January 3, 2020, the District Court granted plaintiffs' request to certify a class. In
November 2022, the District Court adjourned the trial date it had previously set for November 30, 2022 and ordered
the parties to brief Kraft’s motions to decertify the class and for summary judgment, which has been completed. It is
not possible to predict the outcome of these matters; however, based on our Separation and Distribution Agreement
with Kraft Foods Group dated as of September 27, 2012, we expect to bear any monetary penalties or other
payments in connection with the class action.
As previously disclosed, in November 2019, the European Commission informed us that it initiated an investigation
into our alleged infringement of European Union competition law through certain practices allegedly restricting
cross-border trade within the European Economic Area. On January 28, 2021, the European Commission
announced it had taken the next procedural step in its investigation and opened formal proceedings. As previously
disclosed, we have cooperated with the investigation. In the fourth quarter of 2022, we had accrued (in accordance
with U.S. GAAP), on a pre-tax basis, a liability of €300 million ($321 million) within other current liabilities in the
consolidated balance sheet and selling, general and administrative expenses in the consolidated statement of
earnings as an estimate of the possible cost to resolve this matter. During the fourth quarter of 2023, we adjusted
our accrual to a liability of €340 million ($375 million). In the second quarter of 2024, we reached a negotiated
resolution in this matter and adjusted our accrual from a liability of €340 million to €337.5 million ($376 million), on a
pre-tax basis. Pursuant to the terms of the agreed settlement, we fulfilled our payment obligation in August 2024.
We do not anticipate any modification of our business practices and agreements that would have a material impact
on our ongoing business operations within the European Union.
Third-Party Guarantees
We enter into third-party guarantees primarily to cover long-term obligations of our vendors. As part of these
transactions, we guarantee that third parties will make contractual payments or achieve performance measures. As
of December 31, 2024 and December 31, 2023, we had no material third-party guarantees recorded on our
consolidated balance sheets.
109
Tax Matters
We are a party to various tax matter proceedings incidental to our business. These proceedings are subject to
inherent uncertainties, and unfavorable outcomes could subject us to additional tax liabilities and could materially
adversely impact our business, results of operations or financial position.
110
Note 15. Reclassifications from Accumulated Other Comprehensive Income
The following table summarizes the changes in the accumulated balances of each component of accumulated other
comprehensive earnings/(losses) attributable to Mondelēz International. Amounts reclassified from accumulated
other comprehensive earnings/(losses) to net earnings (net of tax) were net losses/(gains) of $21 million in 2024,
$84 million in 2023 and $21 million in 2022.
For the Years Ended December 31,
2024
2023
2022
(in millions)
Currency Translation Adjustments:
Balance at beginning of period
$
(9,574) $
(9,808) $
(9,097)
Currency translation adjustments
(1,390)
177
(659)
Tax effect
(63)
52
(66)
Other comprehensive earnings/(losses)
(1,453)
229
(725)
less: other comprehensive (earnings)/loss attributable to noncontrolling interests
10
5
14
Balance at end of period
(11,017)
(9,574)
(9,808)
Pension and Other Benefit Plans:
Balance at beginning of period
$
(1,323) $
(1,105) $
(1,379)
Net actuarial gain/(loss) arising during period
(233)
(229)
149
Tax effect on net actuarial gain/(loss)
51
39
(37)
Losses/(gains) reclassified into net earnings:
Amortization of experience losses and prior service costs (1)
52
25
57
Settlement losses and other expenses (1)
15
18
16
Curtailment credit (1)
(1)
—
8
Tax (benefit) on reclassifications (3)
(14)
(11)
(21)
Currency impact
51
(60)
102
Other comprehensive earnings/(losses)
(79)
(218)
274
Balance at end of period
(1,402)
(1,323)
(1,105)
Derivative Cash Flow Hedges:
Balance at beginning of period
$
(49) $
(34) $
(148)
Net derivative gains/(losses)
18
(61)
160
Tax effect on net derivative gain/(loss)
6
(4)
(13)
Losses/(gains) reclassified into net earnings:
Currency exchange contracts (2)
4
—
8
Interest rate contracts (2)
(32)
48
(30)
Tax (benefit) on reclassifications (3)
(3)
4
(17)
Currency impact
4
(2)
6
Other comprehensive earnings/(losses)
(3)
(15)
114
Balance at end of period
(52)
(49)
(34)
Accumulated other comprehensive income attributable to
Mondelēz International:
Balance at beginning of period
$ (10,946) $ (10,947) $ (10,624)
Total other comprehensive earnings/(losses)
(1,535)
(4)
(337)
less: other comprehensive (earnings)/loss attributable to noncontrolling
interests
10
5
14
Other comprehensive earnings/(losses) attributable to Mondelēz International
(1,525)
1
(323)
Balance at end of period
$ (12,471) $ (10,946) $ (10,947)
(1) These reclassified losses are included in net periodic benefit costs disclosed in Note 11, Benefit Plans.
(2) These reclassified losses are recorded within interest and other expense, net.
(3) Taxes reclassified to earnings are recorded within the provision for income taxes.
111
Note 16. Income Taxes
Earnings/(losses) from continuing operations before income taxes and the provision for income taxes consisted of:
For the Years Ended December 31,
2024
2023
2022
(in millions)
Earnings/(losses) from continuing operations before income taxes:
United States
$
1,688 $
1,500 $
463
Outside United States
4,573
4,380
2,765
$
6,261 $
5,880 $
3,228
Provision for income taxes:
United States federal:
Current
$
268 $
667 $
187
Deferred
98
(167)
(17)
366
500
170
State and local:
Current
83
123
78
Deferred
28
(50)
2
111
73
80
Total United States
477
573
250
Outside United States:
Current
861
784
642
Deferred
131
180
(27)
Total outside United States
992
964
615
Total provision for income taxes
$
1,469 $
1,537 $
865
The effective income tax rate on pre-tax earnings differed from the U.S. federal statutory rate as follows:
For the Years Ended December 31,
2024
2023
2022
U.S. federal statutory rate
21.0%
21.0%
21.0%
Increase/(decrease) resulting from:
State and local income taxes, net of federal tax benefit
1.2%
(0.1)%
1.6%
Foreign rate differences
3.0%
2.0%
2.0%
Changes in judgment on realizability of deferred tax assets
(0.2)%
(0.1)%
(1.1)%
Net change in tax accruals
0.5%
(0.2)%
(1.4)%
Tax accrual on investment in KDP (including tax impact of share sales)
—%
2.8%
0.5%
Excess tax benefits from equity compensation
(0.4)%
(0.4)%
(0.8)%
Tax legislation
0.2%
1.4%
0.5%
Business sales
—%
(0.5)%
0.1%
Tax benefit from legal entity reorganization
(2.3)%
—
—%
Foreign tax provisions under TCJA (GILTI, FDII and BEAT) (1)
0.5%
0.6%
0.1%
Tax impacts from the European Commission legal matter
—%
(0.4)%
2.1%
Non-deductible expenses and other, including buyout of Clif Bar ESOP
—%
—%
2.2%
Effective tax rate
23.5%
26.1%
26.8%
(1) The Tax Cuts and Jobs Act of 2017 (“TCJA”) established the Global Intangible Low-Tax Income (“GILTI”) provision, which taxes U.S.
allocated expenses and certain income from foreign operations; the Foreign-Derived Intangible Income (“FDII”) provision, which allows a
deduction against certain types of U.S. taxable income resulting in a lower effective U.S. tax rate on such income; and the Base Erosion Anti-
abuse Tax (“BEAT”), which is a minimum tax based on cross-border service payments by U.S. entities.
112
Our 2024 effective tax rate of 23.5% was higher than the 21% U.S. federal statutory rate due to the net unfavorable
impact attributable to jurisdictional mix of pretax income and applicable tax rates as well as unfavorable foreign
provisions under U.S. tax laws, partially offset by a net benefit resulting from a legal entity reorganization associated
with a prior year acquisition.
Our 2023 effective tax rate of 26.1% was higher than the 21% U.S. federal statutory rate due to a $125 million net
tax expense incurred in connection with the KDP share sale during the first quarter of 2023 (the earnings were
reported separately on our statement of earnings and thus not included in earnings before income taxes). Excluding
these impacts, our effective tax rate was 24.0%, which reflects unfavorable foreign provisions under U.S. tax laws
as well as net unfavorable impacts from the mix of pre-tax income and applicable tax rates in various non-U.S.
jurisdictions. The 24.0% included a $150 million net tax expense related to pre-tax gains and losses on KDP
marketable securities. It also included a favorable discrete net tax benefit of $40 million, driven primarily by a $51
million net benefit from the release of liabilities for uncertain tax positions due to expirations of statutes of limitations
and audit settlements in several jurisdictions and a $24 million benefit for the expected tax deduction on the
European Commission legal matter, partially offset by a $63 million expense from updating our Swiss tax reform
position in Switzerland as it relates to the 2024 tax year.
Our 2022 effective tax rate of 26.8% was higher than the 21% U.S. federal statutory rate due to the buyout of the
Clif Bar ESOP that was recorded to earnings before income taxes and the European Commission legal matter, for
which there is no associated income tax benefits. Excluding these impacts, our effective tax rate was 22.6%, which
reflects unfavorable provisions from the U.S. tax laws and the establishment of a valuation allowance related to a
deferred tax asset arising from the 2022 Ukraine loss, largely offset by net favorable impacts from the mix of pre-tax
income and applicable tax rates in various non-U.S. jurisdictions. The 22.6% includes a favorable discrete net tax
benefit of $96 million, driven by a $72 million net benefit from the release of liabilities for uncertain tax positions due
to expirations of statutes of limitations and audit settlements in several jurisdictions and a $51 million net benefit
from the Chipita acquisition, partially offset by $17 million expense from tax law changes in various jurisdictions.
113
Tax effects of temporary differences that gave rise to deferred income tax assets and liabilities consisted of:
As of December 31,
2024
2023
(in millions)
Deferred income tax assets:
Accrued postretirement and postemployment benefits
$
50 $
45
Other employee benefits
154
155
Accrued expenses
647
632
Loss carryforwards
681
701
Tax credit carryforwards
736
803
Other
527
589
Total deferred income tax assets
2,795
2,925
Valuation allowance
(1,291)
(1,359)
Net deferred income tax assets
$
1,504 $
1,566
Deferred income tax liabilities:
Intangible assets
$
(3,083) $
(3,094)
Property, plant and equipment
(777)
(770)
Accrued pension costs
(74)
(62)
Other
(662)
(524)
Total deferred income tax liabilities
(4,596)
(4,450)
Net deferred income tax liabilities
$
(3,092) $
(2,884)
Our significant valuation allowances are in the U.S. and Switzerland. The U.S. valuation allowance relates to excess
foreign tax credits generated by the deemed repatriation under U.S. tax reform while the Swiss valuation allowance
reduces the amortizable intangible assets to the amount more likely than not to be realized. Our total valuation
allowance was $1,359 million as of January 1, 2024 and $1,291 million as of December 31, 2024. The $(68) million
net change, which includes currency impacts, consisted of $65 million additions less $133 million reductions.
At December 31, 2024, the Company has tax-effected loss carryforwards of $681 million, of which $32 million will
expire at various dates between 2025 and 2044 and the remaining $649 million can be carried forward indefinitely.
As of December 31, 2024, the company is indefinitely reinvested in unremitted earnings of approximately $4.5
billion, of which approximately $1.4 billion has already been subject to U.S. tax but would incur approximately $99
million of local costs if repatriated, which has not been recognized in our financial statements. It is not practicable to
quantify the total U.S. tax impact from all our indefinitely reinvested earnings. Future tax law changes or changes in
the needs of our non-U.S. subsidiaries could require us to recognize deferred tax liabilities on a portion, or all, of our
accumulated earnings that are currently indefinitely reinvested.
114
The changes in our unrecognized tax benefits were:
For the Years Ended December 31,
2024
2023
2022
(in millions)
January 1
$
442 $
424 $
446
Increases from positions taken during prior periods
25
33
16
Decreases from positions taken during prior periods
(7)
(35)
(9)
Increases from positions taken during the current period
40
55
48
Decreases relating to settlements with taxing authorities
(20)
(11)
(54)
Reductions resulting from the lapse of the applicable
statute of limitations
(20)
(29)
(22)
Currency/other
(24)
5
(1)
December 31
$
436 $
442 $
424
As of January 1, 2024, our unrecognized tax benefits were $442 million. If we had recognized all of these benefits,
the net impact on our income tax provision would have been $348 million. Our unrecognized tax benefits were $436
million at December 31, 2024, and if we had recognized all of these benefits, the net impact on our income tax
provision would have been $348 million. Within the next 12 months, our unrecognized tax benefits could increase by
approximately $25 million or decrease by approximately $65 million due to audit developments and the expiration of
statutes of limitations in various jurisdictions. We include accrued interest and penalties related to uncertain tax
positions in our tax provision. We had accrued interest and penalties of $173 million as of January 1, 2024 and $190
million as of December 31, 2024. Our 2024 provision for income taxes included $26 million expense for interest and
penalties.
In connection with the 2017 enacted U.S. tax reform, we recorded a $1.3 billion transition tax liability that is payable
in installments through 2026. As of December 31, 2024, the remaining liability was approximately $360 million.
Our income tax filings are regularly examined by federal, state and non-U.S. tax authorities. U.S. federal, state and
non-U.S. jurisdictions have statutes of limitations generally ranging from three to five years; however, these statutes
are often extended by mutual agreement with the tax authorities. The earliest year still open to examination by U.S.
federal and state tax authorities is 2016 and years still open to examination by non-U.S. tax authorities in major
jurisdictions include (earliest open tax year in parentheses): India (2005), Switzerland (2019), China (2014), United
Kingdom (2015), and Greece (2018).
115
Note 17. Earnings per Share
Basic and diluted earnings per share (“EPS”) were calculated as follows:
For the Years Ended December 31,
2024
2023
2022
(in millions, except per share data)
Net earnings
$
4,623 $
4,968 $
2,726
less: Noncontrolling interest earnings
(12)
(9)
(9)
Net earnings attributable to Mondelēz International
$
4,611 $
4,959 $
2,717
Weighted-average shares for basic EPS
1,341
1,363
1,378
Plus incremental shares from assumed conversions
of stock options and long-term incentive plan shares
6
7
7
Weighted-average shares for diluted EPS
1,347
1,370
1,385
Basic earnings per share attributable to
Mondelēz International
$
3.44 $
3.64 $
1.97
Diluted earnings per share attributable to
Mondelēz International
$
3.42 $
3.62 $
1.96
We exclude antidilutive Mondelēz International stock options and long-term incentive plan shares from our
calculation of weighted-average shares for diluted EPS, which are 3.4 million for the year ended December 31,
2024, 2.9 million for the year ended December 31, 2023 and 3.0 million for the year ended December 31, 2022.
Note 18. Segment Reporting
We manufacture and market primarily snack food products, including chocolate, biscuits and baked snacks, as well
as gum & candy, cheese & grocery and powdered beverages.
We manage our global business and report operating results through geographic units. We manage our operations
by region to leverage regional operating scale, manage different and changing business environments more
effectively and pursue growth opportunities as they arise across our key markets. Our regional management teams
have responsibility for the business, product categories and financial results in the regions.
Our operations and management structure are organized into four operating segments:
•
Latin America
•
AMEA
•
Europe
•
North America
Our Chief Operating Decision Maker (CODM) is our Chief Executive Officer. Our CODM uses segment operating
income in the annual plan and forecasting process and considers actual versus plan variances in assessing the
performance of the segment. The CODM also uses segment operating income as an input to the overall
compensation measures for segment management under our incentive compensation plans. We believe it is
appropriate to disclose this measure to help investors analyze segment performance and trends. Segment
operating income excludes unrealized gains and losses on hedging activities (which are a component of cost of
sales), general corporate expenses (which are a component of selling, general and administrative expenses),
amortization of intangible assets, gains and losses on divestitures and acquisitions and acquisition-related costs
(which are a component of selling, general and administrative expenses) in all periods presented. We exclude these
items from segment operating income in order to provide better transparency of our segment operating results.
Furthermore, we centrally manage benefit plan non-service income and interest and other expense, net. We do not
present these items by segment because they are excluded from the segment profitability measure that our CODM
reviews. Additionally, assets for reportable segments are not disclosed as such information is not regularly reviewed
by the Company's CODM.
116
Our segment net revenue, significant segment expenses and operating income, by reportable segment were as
follows:
For The Year Ended December 31, 2024
(in millions)
Latin
America
AMEA
Europe
North
America
Total
Net revenues
$
4,926 $
7,296 $
13,309 $
10,910 $
36,441
Segment cost of sales
(3,230)
(4,382)
(8,631)
(6,491)
(22,734)
Segment selling, general and
administrative expenses (1)
(1,164)
(1,722)
(2,610)
(1,927)
(7,423)
Segment operating income
$
532 $
1,192 $
2,068 $
2,492
6,284
Unrealized gains on hedging activities
(mark-to-market impacts)
543
General corporate expenses
(330)
Amortization of intangible assets
(153)
Net gain on divestitures and acquisitions
4
Acquisition-related costs
(3)
Operating income
$
6,345
For The Year Ended December 31, 2023
(in millions)
Latin
America
AMEA
Europe
North
America
Total
Net revenues
$
5,006 $
7,075 $
12,857 $
11,078 $
36,016
Segment cost of sales
(3,284)
(4,320)
(8,359)
(6,474)
(22,437)
Segment selling, general and
administrative expenses (1)
(1,193)
(1,642)
(2,520)
(2,512)
(7,867)
Segment operating income
$
529 $
1,113 $
1,978 $
2,092
5,712
Unrealized gains on hedging activities
(mark-to-market impacts)
189
General corporate expenses
(356)
Amortization of intangible assets
(151)
Net gain on divestitures and acquisitions
108
Operating income
$
5,502
For The Year Ended December 31, 2022
(in millions)
Latin
America
AMEA
Europe
North
America
Total
Net revenues
$
3,629 $
6,767 $
11,420 $
9,680 $
31,496
Segment cost of sales
(2,443)
(4,180)
(7,318)
(5,888)
(19,829)
Segment selling, general and
administrative expenses (1)
(798)
(1,658)
(2,621)
(2,023)
(7,100)
Segment operating income
$
388 $
929 $
1,481 $
1,769
4,567
Unrealized losses on hedging activities
(mark-to-market impacts)
(326)
General corporate expenses
(245)
Amortization of intangible assets
(132)
Acquisition-related costs
(330)
Operating income
$
3,534
(1) SG&A for all reportable segments includes: Advertising & consumer expenses and overhead expenses.
117
Total depreciation expense and capital expenditures by segment, reflecting our current segment structure for all
periods presented, were:
For the Years Ended December 31,
2024
2023
2022
(in millions)
Depreciation expense (2):
Latin America
$
151 $
152 $
111
AMEA
162
155
160
Europe
275
241
242
North America
177
152
140
Corporate
45
41
37
Total depreciation expense
$
810 $
741 $
690
(2) Includes depreciation expense related to owned property, plant and equipment. Does not include amortization of intangible assets or leased
assets. Refer to the consolidated statement of cash flows for total depreciation and amortization expenses.
For the Years Ended December 31,
2024
2023
2022
(in millions)
Capital expenditures:
Latin America
$
199 $
164 $
106
AMEA
309
249
216
Europe
550
399
335
North America
291
257
197
Corporate
38
43
52
Total capital expenditures
$
1,387 $
1,112 $
906
Geographic data for net revenues (recognized in the countries where products are sold from) and long-lived assets,
excluding deferred taxes, goodwill, intangible assets and equity method investments, were:
For the Years Ended December 31,
2024
2023
2022
(in millions)
Net revenues:
United States
$
9,469 $
9,581 $
8,315
Other
26,972
26,435
23,181
Total net revenues
$
36,441 $
36,016 $
31,496
As of December 31,
2024
2023
2022
(in millions)
Long-lived assets:
United States
$
2,346 $
2,226 $
2,740
Mexico
1,076
1,331
1,170
Other
9,000
8,749
8,648
Total long-lived assets
$
12,422 $
12,306 $
12,558
118
Net revenues by product category, reflecting our current segment structure for all periods presented, were:
For the Year Ended December 31, 2024
Latin
America
AMEA
Europe
North
America
Total
(in millions)
Biscuits & Baked Snacks
$
1,199 $
2,573 $
4,425 $
9,605 $
17,802
Chocolate
1,276
2,831
6,773
368
11,248
Gum & Candy
1,512
947
644
937
4,040
Beverages
454
525
117
—
1,096
Cheese & Grocery
485
420
1,350
—
2,255
Total net revenues
$
4,926 $
7,296 $
13,309 $
10,910 $
36,441
For the Year Ended December 31, 2023
Latin
America
AMEA
Europe
North
America
Total
(in millions)
Biscuits & Baked Snacks
$
1,193 $
2,488 $
4,429 $
9,519 $
17,629
Chocolate
1,357
2,690
6,225
347
10,619
Gum & Candy
1,509
893
812
1,212
4,426
Beverages
457
593
135
—
1,185
Cheese & Grocery
490
411
1,256
—
2,157
Total net revenues
$
5,006 $
7,075 $
12,857 $
11,078 $
36,016
For the Year Ended December 31, 2022
Latin
America
AMEA
Europe
North
America
Total
(in millions)
Biscuits & Baked Snacks
$
1,013 $
2,515 $
3,818 $
8,262 $
15,608
Chocolate
1,003
2,520
5,646
317
9,486
Gum & Candy
840
780
691
1,101
3,412
Beverages
409
572
119
—
1,100
Cheese & Grocery
364
380
1,146
—
1,890
Total net revenues
$
3,629 $
6,767 $
11,420 $
9,680 $
31,496
119
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
ltem 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We have established disclosure controls and procedures that are designed to ensure that information required to be
disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the SEC, and such information is accumulated
and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer
(“CFO”), as appropriate to allow timely decisions regarding required disclosure. Management, together with our
CEO and CFO, evaluated the effectiveness of the Company’s disclosure controls and procedures as of
December 31, 2024. Based on this evaluation, the CEO and CFO concluded that our disclosure controls and
procedures were effective as of December 31, 2024.
Report of Management on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a
process designed by, or under the supervision of, our CEO and CFO, or persons performing similar functions, and
effected by the Company’s Board of Directors, management and other personnel to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. Our internal control over financial reporting includes
those written policies and procedures that:
•
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of assets;
•
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles;
•
provide reasonable assurance that receipts and expenditures are being made only in accordance with
management and director authorization; and
•
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024.
Management based this assessment on criteria for effective internal control over financial reporting described in
Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission (“COSO”). The scope of Management’s assessment of internal control over financial
reporting excludes Evirth as it was acquired in 2024. The total assets and total net revenues of Evirth represent
0.37% and 0.19% of the related consolidated financial statement amounts as of and for the year ended December
31, 2024.
Based on this assessment, management concluded that the Company’s internal control over financial reporting is
effective as of December 31, 2024, based on the criteria in Internal Control Integrated Framework issued by the
COSO.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of
our internal control over financial reporting as of December 31, 2024, as stated in their report that appears under
Item 8.
February 5, 2025
120
Changes in Internal Control Over Financial Reporting
Management, together with our CEO and CFO, evaluated the changes in our internal control over financial reporting
during the quarter ended December 31, 2024. There were no changes in our internal control over financial reporting
during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
Item 9B. Other Information.
(c) Insider Trading Arrangements
Our directors and executive officers may from time to time enter into plans or other arrangements for the purchase
or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5–1(c) or may
represent a non-Rule 10b5-1 trading arrangement under the Exchange Act. During the quarter ended December 31,
2024, no such plans or other arrangements were adopted or terminated.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
121
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Information required by this Item 10 is included under the heading “Information about our Executive Officers” in Part
I, Item 1 of this Form 10-K, as well as under the headings “Election of Directors,” “Corporate Governance –
Governance Guidelines,” “Corporate Governance – Codes of Conduct,” “Board Committees and Membership –
Audit Committee” and “Ownership of Equity Securities – Delinquent Section 16(a) Reports” in our definitive Proxy
Statement for our Annual Meeting of Shareholders scheduled to be held on May 21, 2025 (“2025 Proxy Statement”).
All of this information from the 2025 Proxy Statement is incorporated by reference into this Annual Report.
Mondelēz International has adopted a comprehensive insider trading policy governing the purchase, sale and other
dispositions of its securities by directors, officers, employees, and other designated individuals, which is designed to
promote compliance with all applicable insider trading laws, rules and regulations. A copy of this policy is filed as
Exhibit 19.1 to this Form 10-K.
Item 11. Executive Compensation.
Information required by this Item 11 is included under the headings “Board Committees and Membership – People
and Compensation Committee,” “Compensation of Non-Employee Directors,” “Compensation Discussion and
Analysis,” “Executive Compensation Tables,” “People and Compensation Committee Report for the Year Ended
December 31, 2024” and “CEO Pay Ratio” in our 2025 Proxy Statement. All of this information is incorporated by
reference into this Annual Report.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
The number of shares to be issued upon exercise or vesting of grants issued under, and the number of shares
remaining available for future issuance under, our equity compensation plans at December 31, 2024 were:
Equity Compensation Plan Information
Number of Securities to
be Issued Upon Exercise
of Outstanding
Options, Warrants
and Rights (1)
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights (2)
Number of Securities
Remaining Available for
Future Issuance under
Equity Compensation
Plans (excluding
securities reflected
in column (a)) (3)
(a)
(b)
(c)
Equity compensation plans
approved by security holders
21,015,743
$54.51
50,900,000
(1) Includes outstanding options, deferred stock units and performance share units and excludes restricted stock.
(2) Weighted average exercise price of outstanding options only.
(3) Shares available for grant under our Amended and Restated 2005 Performance Incentive Plan.
Information related to the security ownership of certain beneficial owners and management is included in our 2025
Proxy Statement under the heading “Ownership of Equity Securities” and is incorporated by reference into this
Annual Report.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Information required by this Item 13 is included under the headings “Corporate Governance – Director
Independence” and “Corporate Governance – Review of Transactions with Related Persons” in our 2025 Proxy
Statement. All of this information is incorporated by reference into this Annual Report.
Item 14. Principal Accountant Fees and Services.
Information required by this Item 14 is included under the heading “Board Committees and Membership – Audit
Committee” in our 2025 Proxy Statement. All of this information is incorporated by reference into this Annual Report.
122
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a)
Index to Consolidated Financial Statements and Schedules
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)
65
Consolidated Statements of Earnings for the Years Ended December 31, 2024, 2023 and 2022
68
Consolidated Statements of Comprehensive Earnings for the Years Ended December 31, 2024, 2023 and 2022
69
Consolidated Balance Sheets as of December 31, 2024 and 2023
70
Consolidated Statements of Equity for the Years Ended December 31, 2024, 2023 and 2022
71
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022
72
Notes to Consolidated Financial Statements
73
Schedules other than those listed above have been omitted either because such schedules are not required or are
not applicable.
(b)
The following exhibits are filed as part of, or incorporated by reference into, this Annual Report:
2.1
Separation and Distribution Agreement between the Registrant and Kraft Foods Group, Inc., dated
as of September 27, 2012 (incorporated by reference to Exhibit 2.1 to the Registrant’s Current
Report on Form 8-K filed with the SEC on October 1, 2012).
2.2
Canadian Asset Transfer Agreement, by and between Mondelez Canada Inc. and Kraft Canada Inc.,
dated as of September 29, 2012 (incorporated by reference to Exhibit 2.3 to the Registrant’s Annual
Report on Form 10-K filed with the SEC on February 25, 2013).
2.3
Master Ownership and License Agreement Regarding Patents, Trade Secrets and Related
Intellectual Property, among Kraft Foods Global Brands LLC, Kraft Foods Group Brands LLC, Kraft
Foods UK Ltd. and Kraft Foods R&D Inc., dated as of October 1, 2012 (incorporated by reference to
Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 1, 2012).
2.4
Master Ownership and License Agreement Regarding Trademarks and Related Intellectual Property,
by and between Kraft Foods Global Brands LLC and Kraft Foods Group Brands LLC., dated as of
September 27, 2012 (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on
Form 8-K filed with the SEC on October 1, 2012).
3.1
Amended and Restated Articles of Incorporation of the Registrant, effective March 14, 2013
(incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed with
the SEC on May 8, 2013).
3.2
Amended and Restated By-Laws of the Registrant, effective as of October 19, 2022 (incorporated by
reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on
October 24, 2022).
4.1
Description of the Registrant's capital stock and debt securities registered under Section 12 of the
Exchange Act (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form
10-K filed with the SEC on February 3, 2023).
4.2
The Registrant agrees to furnish to the SEC upon request copies of any instruments defining the
rights of holders of long-term debt of the Registrant and its consolidated subsidiaries that does not
exceed 10 percent of the total assets of the Registrant and its consolidated subsidiaries.
4.3
Indenture, by and between the Registrant and Deutsche Bank Trust Company Americas (as
successor trustee to The Bank of New York and The Chase Manhattan Bank), dated as of
October 17, 2001 (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement
on Form S-3 (Reg. No. 333-86478) filed with the SEC on April 18, 2002).
4.4
Indenture between the Registrant and Deutsche Bank Trust Company Americas, as trustee, dated
as of March 6, 2015 (incorporated by reference to Exhibit 4.4 to the Registrant’s Annual Report on
Form 10-K filed with the SEC on February 24, 2017).
4.5
Supplemental Indenture No. 1, dated February 13, 2019, between the Registrant and Deutsche
Bank Trust Company Americas (incorporated by reference to Exhibit 4.2 to the Registrant's Current
Report on Form 8-K filed with the SEC on February 13, 2019).
4.6
Supplemental Indenture No. 2, dated April 13, 2020, between Mondelēz International, Inc. and
Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.3 to the
Registrant's Current Report on Form 8-K filed with the SEC on April 13, 2020).
4.7
Indenture, by and between Mondelez International Holdings Netherlands B.V, the Registrant and
Deutsche Bank Trust Company Americas, dated as of October 28, 2016 (incorporated by reference
to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 28,
2016).
123
4.8
First Supplemental Indenture, dated as of September 19, 2019, by and among Mondelez
International Holdings Netherlands B.V., as issuer, Mondelēz International, Inc., as guarantor, and
Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.2 to the
Registrant’s Current Report on Form 8-K filed with the SEC on September 20, 2019).
4.9
Second Supplemental Indenture, dated as of October 2, 2019, by and among Mondelez International
Holdings Netherlands B.V., as issuer, Mondelēz International, Inc., as guarantor, and Deutsche Bank
Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s
Current Report on Form 8-K filed with the SEC on October 2, 2019).
4.10
Third Supplemental Indenture, dated as of September 22, 2020, by and among Mondelez
International Holdings Netherlands B.V., as issuer, Mondelēz International, Inc., as guarantor, and
Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.2 to the
Registrant’s Current Report on Form 8-K filed with the SEC on September 24, 2020).
4.11
Fourth Supplemental Indenture, dated as of September 9, 2021, by and among Mondelez
International Holdings Netherlands B.V., as issuer, Mondelēz International, Inc., as guarantor, and
Deutsche Bank Trust Company Americas, as trustee, paying agent, transfer agent and registrar
(incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with
the SEC on September 13, 2021).
4.12
Fifth Supplemental Indenture, dated as of September 24, 2021, by and among Mondelez
International Holdings Netherlands B.V., as issuer, Mondelēz International, Inc., as guarantor, and
Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.2 to the
Registrant's Current Report on Form 8-K filed with the SEC on September 24, 2021).
4.13
Sixth Supplemental Indenture, dated as of September 15, 2022, by and among Mondelez
International Holdings Netherlands B.V., as issuer, Mondelēz International, Inc., as guarantor, and
Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.2 to the
Registrant’s Current Report on Form 8-K filed with the SEC on September 16, 2022).
10.1
364-Day Revolving Credit Agreement, dated February 21, 2024, by and among Mondelēz
International, Inc., the lenders named therein and JPMorgan Chase Bank, N.A., as Administrative
Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed
with the SEC on February 21, 2024).
10.2
Five-Year Revolving Credit Agreement, dated February 23, 2022, by and among Mondelēz
International, Inc., the lenders named therein and JPMorgan Chase Bank, N.A., as Administrative
Agent (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed
with the SEC on February 23, 2022).
10.3
Revolving Credit Agreement, dated April 6, 2023, by and among Mondelēz International, Inc., the
lenders named therein and Mizuho Bank, Ltd., as Administrative Agent (incorporated by reference to
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 6, 2023).
10.4
Tax Sharing and Indemnity Agreement, by and between the Registrant and Kraft Foods Group, Inc.,
dated as of September 27, 2012 (incorporated by reference to Exhibit 10.1 to the Registrant’s
Current Report on Form 8-K filed with the SEC on October 1, 2012).
10.5
Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan, amended
and restated as of February 3, 2017 (incorporated by reference to Exhibit 10.2 to the Registrant’s
Quarterly Report on Form 10-Q filed with the SEC on May 3, 2017).+
10.6
First Amendment of the Mondelēz International, Inc. Amended and Restated 2005 Performance
Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on
Form 10-Q filed with the SEC on July 30, 2024).+
10.7
Mondelēz International, Inc. 2024 Performance Incentive Plan (incorporated by reference to Exhibit
4.3 to the Registrant’s Registration Statement on Form S-8 filed with the SEC on May 22, 2024).+
10.8
2022 Form of Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan
Non-Qualified Global Stock Option Agreement (incorporated by reference to Exhibit 10.4 to the
Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 26, 2022).+
10.9
2023 Form of Amended and Restated 2005 Performance Incentive Plan Non-Qualified Global Stock
Options Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on
Form 10-Q filed with the SEC on April 27, 2023).+
10.10
2024 Form of Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan
Non-Qualified Global Stock Options Agreement (incorporated by reference to Exhibit 10.2 to the
Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 30, 2024).+
10.11
2024 Form of Mondelēz International, Inc. 2024 Performance Incentive Plan Non-Qualified Global
Stock Options Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly
Report on Form 10-Q filed with the SEC on July 30, 2024).+
10.12
2024 Form of Mondelēz International, Inc. 2024 Performance Incentive Plan Non-Qualified Global
Stock Options Agreement (California Agreement) (incorporated by reference to Exhibit 10.4 to the
Registrant’s Quarterly Report on Form 10-Q filed with the SEC on July 30, 2024).+
124
10.13
2022 Form of Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan
Global Long-Term Incentive Grant Agreement (incorporated by reference to Exhibit 10.5 to the
Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 26, 2022).+
10.14
2023 Form of Amended and Restated 2005 Performance Incentive Plan Global Long-Term Incentive
Grant Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on
Form 10-Q filed with the SEC on April 27, 2023).+
10.15
2024 Form of Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan
Global Long-Term Incentive Grant Agreement (incorporated by reference to Exhibit 10.3 to the
Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 30, 2024.+
10.16
2024 Form of Mondelēz International, Inc. 2024 Performance Incentive Plan Global Long-Term
Incentive Grant Agreement (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly
Report on Form 10-Q filed with the SEC on July 30, 2024).+
10.17
2024 Form of Mondelēz International, Inc. 2024 Performance Incentive Plan Global Long-Term
Incentive Grant Agreement. (California Agreement) (incorporated by reference to Exhibit 10.6 to the
Registrant’s Quarterly Report on Form 10-Q filed with the SEC on July 30, 2024).+
10.18
2022 Form of Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan
Global Deferred Stock Unit Agreement (incorporated by reference to Exhibit 10.6 to the Registrant’s
Quarterly Report on Form 10-Q filed with the SEC on April 26, 2022).+
10.19
2023 Form of Amended and Restated 2005 Performance Incentive Plan Global Deferred Stock Unit
Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form
10-Q filed with the SEC on April 27, 2023).+
10.20
2024 Form of Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan
Global Deferred Stock Unit Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s
Quarterly Report on Form 10-Q filed with the SEC on April 30, 2024.+
10.21
2024 Form of Mondelēz International, Inc. 2024 Performance Incentive Plan Global Deferred Stock
Unit Agreement (incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on
Form 10-Q filed with the SEC on July 30, 2024).+
10.22
2024 Form of Mondelēz International, Inc. 2024 Performance Incentive Plan Global Deferred Stock
Unit Agreement (California Agreement) (incorporated by reference to Exhibit 10.8 to the Registrant’s
Quarterly Report on Form 10-Q filed with the SEC on July 30, 2024).+
10.23
Mondelēz Global LLC Supplemental Benefits Plan I, effective as of September 1, 2012 (incorporated
by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K filed with the SEC on
February 25, 2013).+
10.24
First Amendment to the Mondelēz Global LLC Supplemental Benefits Plan I, dated December 20,
2016 (incorporated by reference to Exhibit 10.26 to the Registrant's Annual Report on Form 10-K
filed with the SEC on February 8, 2019).+
10.25
Second Amendment to Mondelēz Global LLC Supplemental Benefits Plan I, effective December 1,
2024.+
10.26
Mondelēz Global LLC Supplemental Benefits Plan II, effective as of September 1, 2012
(incorporated by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K filed with
the SEC on February 25, 2013).+
10.27
First Amendment to the Mondelēz Global LLC Supplemental Benefits Plan II, dated December 20,
2016 (incorporated by reference to Exhibit 10.28 to the Registrant's Annual Report on Form 10-K
filed with the SEC on February 8, 2019).+
10.28
Second Amendment to Mondelēz Global LLC Supplemental Benefits Plan II, effective December 1,
2024.+
10.29
Form of Mondelēz Global LLC Amended and Restated Cash Enrollment Agreement (incorporated by
reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K filed with the SEC on
February 25, 2013).+
10.30
Form of Mondelēz Global LLC Amended and Restated Employee Grantor Trust Enrollment
Agreement (incorporated by reference to Exhibit 10.13 to the Registrant’s Annual Report on
Form 10-K filed with the SEC on February 25, 2013).+
10.31
Mondelēz International, Inc. Amended and Restated 2006 Stock Compensation Plan for Non-
Employee Directors, amended and restated as of October 1, 2012 (incorporated by reference to
Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 25,
2013).+
10.32
Mondelēz International, Inc. 2001 Compensation Plan for Non-Employee Directors, amended as of
December 31, 2008 and restated as of January 1, 2013 (incorporated by reference to Exhibit 10.15
to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 25, 2013).+
10.33
Mondelēz International, Inc. Change in Control Plan for Key Executives, amended May 21, 2024
(incorporated by reference to Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q filed
with the SEC on July 30, 2024).+
125
10.34
Mondelēz Global LLC Executive Deferred Compensation Plan, effective as of October 1, 2012
(incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K filed with
the SEC on February 25, 2013).+
10.35
Mondelēz Global LLC Executive Deferred Compensation Plan Adoption Agreement, effective as of
October 1, 2012 (incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on
Form 10-K filed with the SEC on February 25, 2013).+
10.36
Deferred Compensation Plan Trust Document, by and between Mondelēz Global LLC and
Wilmington Trust Retirement and Institutional Services Company, dated as of September 18, 2012
(incorporated by reference to Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K filed with
the SEC on February 25, 2013).+
10.37
Offer of Employment Letter, between the Registrant and Dirk Van de Put, dated July 27, 2017
(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with
the SEC on August 2, 2017).+
10.38
International Permanent Transfer Letter, between Mondelēz Global LLC and Luca Zaramella,
effective August 1, 2018 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report
on Form 8-K filed with the SEC on August 7, 2018).+
10.39
Employment Letter, between Mondelez Europe and Vinzenz P. Gruber, dated November 29, 2018
(incorporated by reference to Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q filed
with the SEC on May 1, 2019).+
10.40
Offer of Employment Letter, between the Registrant and Gustavo Valle, dated January 6, 2020
(incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q filed
with the SEC on April 29, 2020).+
10.41
Offer of Employment Letter, between the Registrant and Stephanie Lilak, dated November 30, 2024.
+
10.42
Form of Indemnification Agreement for Non-Employee Directors (incorporated by reference to Exhibit
10.28 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 27, 2009).+
10.43
Indemnification Agreement between the Registrant and Dirk Van de Put, dated November 20, 2017
(incorporated by reference to Exhibit 10.37 to the Registrant’s Annual Report on Form 10-K filed with
the SEC on February 9, 2018).+
19.1
Mondelēz International, Inc. Insider Trading Policy.
21.1
Subsidiaries of the Registrant, as of December 31, 2024.
23.1
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
31.1
Certification of the Registrant’s Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the
Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.
31.2
Certification of the Registrant’s Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the
Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.
32.1
Certifications of the Registrant’s Chief Executive Officer and Chief Financial Officer pursuant to 18
U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1
Mondelēz International, Inc. Dodd-Frank Clawback Policy, dated July 18, 2023.
97.2
Mondelēz International, Inc. Compensation Recoupment Policy, dated February 18, 2019.
101
The following materials from Mondelēz International’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i)
the Consolidated Statements of Earnings, (ii) the Consolidated Statements of Comprehensive
Earnings, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Equity, (v) the
Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements.
104
The cover page from Mondelēz International’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2024, formatted in Inline XBRL (included as Exhibit 101).
*
Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for
confidential treatment and have been separately filed with the SEC.
+
Indicates a management contract or compensatory plan or arrangement.
126
Item 16. Form 10-K Summary.
None.
127
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MONDELĒZ INTERNATIONAL, INC.
By:
/s/ LUCA ZARAMELLA
Luca Zaramella
Executive Vice President
and Chief Financial Officer
(Duly Authorized Officer)
Date: February 5, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated:
Signature
Title
Date
/s/ DIRK VAN DE PUT
Director, Chair and
Chief Executive Officer
February 5, 2025
(Dirk Van de Put)
/s/ LUCA ZARAMELLA
Executive Vice President and
Chief Financial Officer
February 5, 2025
(Luca Zaramella)
/s/ MICHAEL CALL
Senior Vice President,
Corporate Controller and
Chief Accounting Officer
February 5, 2025
(Michael Call)
/s/ CEES ‘t HART
Director
February 5, 2025
(Cees ‘t Hart)
/s/ CHARLES E. BUNCH
Director
February 5, 2025
(Charles E. Bunch)
/s/ ERTHARIN COUSIN
Director
February 5, 2025
(Ertharin Cousin)
/s/ BRIAN MCNAMARA
Director
February 5, 2025
(Brian McNamara)
/s/ JORGE S. MESQUITA
Director
February 5, 2025
(Jorge S. Mesquita)
/s/ ANINDITA MUKHERJEE
Director
February 5, 2025
(Anindita Mukherjee)
/s/ JANE HAMILTON NIELSEN
Director
February 5, 2025
(Jane Hamilton Nielsen)
/s/ PAULA A. PRICE
Director
February 5, 2025
(Paula A. Price)
/s/ PATRICK T. SIEWERT
Director
February 5, 2025
(Patrick T. Siewert)
/s/ MICHAEL A. TODMAN
Director
February 5, 2025
(Michael A. Todman)
128
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-270063)
and Form S-8 (Nos. 333-279637, 333-197088, 333-184178, 333-183993, 333-182066, 333-174665, 333-165736,
333-133559 and 333-125992) of Mondelēz International, Inc. of our report dated February 5, 2025 relating to the
financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-
K.
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
February 5, 2025
EXHIBIT 31.1
Certifications
I, Dirk Van de Put, certify that:
1.
I have reviewed this annual report on Form 10-K of Mondelēz International, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrant’s ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial reporting.
Date: February 5, 2025
/s/ DIRK VAN DE PUT
Dirk Van de Put
Chairman and Chief Executive Officer
EXHIBIT 31.2
Certifications
I, Luca Zaramella, certify that:
1.
I have reviewed this annual report on Form 10-K of Mondelēz International, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrant’s ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial reporting.
Date: February 5, 2025
/s/ LUCA ZARAMELLA
Luca Zaramella
Executive Vice President and
Chief Financial Officer
EXHIBIT 32.1
CERTIFICATIONS OF
CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Dirk Van de Put, Chairman and Chief Executive Officer of Mondelēz International, Inc. (“Mondelēz International”),
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that Mondelēz International’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “Report”),
fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the
information contained in the Report fairly presents, in all material respects, Mondelēz International’s financial
condition and results of operations.
/s/ DIRK VAN DE PUT
Dirk Van de Put
Chairman and Chief Executive Officer
February 5, 2025
I, Luca Zaramella, Executive Vice President and Chief Financial Officer of Mondelēz International, Inc.
(“Mondelēz International”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that Mondelēz International’s Annual Report on Form 10-K for the year ended
December 31, 2024 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects,
Mondelēz International’s financial condition and results of operations.
/s/ LUCA ZARAMELLA
Luca Zaramella
Executive Vice President and
Chief Financial Officer
February 5, 2025
A signed original of these written statements required by Section 906, or other document authenticating,
acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this
written statement required by Section 906, has been provided to Mondelēz International, Inc. and will be retained by
Mondelēz International, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Dirk Van de Put
Chair and
Chief Executive Officer
Mondelēz International, Inc.
Charles E. Bunch
Retired Executive Chairman
PPG Industries, Inc.
Ertharin Cousin
Founder, President and
Chief Executive Officer
Food Systems For The Future Institute
and Former Executive Director of the
United Nations World Food Program
Cees ‘t Hart
Former Chief Executive Officer
Carlsberg Group
Brian J. McNamara
Chief Executive Officer
Haleon plc
Jorge S. Mesquita
Former Chief Executive Officer
BlueTriton Brands, Inc.
Anindita Mukherjee
Former Chairwoman and
Chief Executive Officer
Pernod Ricard North America
Jane Hamilton Nielsen
Former Chief Operating Officer
Ralph Lauren Corporation
Paula A. Price
Former Executive Vice President
and Chief Financial Officer
Macy’s, Inc.
Patrick T. Siewert
Senior Advisor,
The Carlyle Group, Inc.
and Head of Consumer, Media, and Retail
The Carlyle Group Asia, Retired
Michael A. Todman
Former Vice Chairman
Whirlpool Corporation
Common Stock
Mondelēz International’s common
stock is listed on The Nasdaq Global
Select Market under the ticker
symbol “MDLZ”
Transfer Agent
EQ Shareowner Services
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120
For more information:
www.mondelezinternational.com/Investors/
Stock/Investing-in-Us
Investor Relations
1-847-943-5454
ir@mdlz.com
Corporate Headquarters
Mondelēz International, Inc.
905 West Fulton Market, Suite 200
Chicago, IL 60607, U.S.A.
Achieved a 93rd percentile industry ranking and is a member
of Dow Jones Best-in-Class Indices, recognized on both the
Dow Best-in-Class North America Index and Dow Best-in-Class
World Index, formerly Dow Jones Sustainability Indices.
Our Board oversees our ESG strategy, progress, alignment with purpose, stakeholder interests
and strategic risk, and reviews progress and challenges on evolving our growth culture.
Our responsibilities are managed actively in line with our objectives for sustainable long term growth.
We continue to prioritize excellence in growth, execution and culture. At the same time, we continue to invest more in making our company
more sustainable for both people and planet. That’s why we have elevated sustainability to the fourth pillar within our strategy.
GROWTH
Accelerating
Consumer-centric Growth
EXECUTION
Driving Operational
Excellence
CULTURE
Building a Winning
Growth Culture
• Local empowerment
& accountability
• Invest in diverse and
talented workforce
• Agile, digital, local
consumer-centric
• Marketing &
sales excellence
• Consumer-centric
supply chain
• Continuous cost
improvement
• Boost digital commerce
& accelerate digital
transformation
• Investing in our global
& local brands
• Channel expansion
• Meet diverse &
evolving consumer
snacking demands
SUSTAINABILITY
Scaling More
Sustainable Snacking
• Strategic approach to
sustainable snacking strategy,
with impactful environmental,
social and governance
(“ESG”) goals
• Significant involvement and
oversight by leadership and
Board of Directors
• Sustainably source key
ingredients, reduce
end-to-end environmental
impact, reduce waste and
promote recycling
OUR STRATEGY TO LEAD THE FUTURE OF SNACKING
BOARD OF DIRECTORS
2024 SCORES
For More Information on our Company,
Purpose and Strategy Visit:
www.mondelezinternational.com