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, 2025
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, 2025, was $87.1 billion. At January 30, 2026, there were 1,281,845,669 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 20, 2026 are incorporated by reference into Part III hereof.
Table of Contents
Mondelēz International, Inc.
Page No.
Part I
Item 1.
Business
3
Item 1A.
Risk Factors
12
Item 1B.
Unresolved Staff Comments
26
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
32
Business Trends
35
Non-GAAP Financial Measures
37
Items Affecting Comparability of Financial Results
38
Discussion and Analysis of Historical Results
41
Summary of Results
41
Liquidity and Capital Resources
49
Commodity Trends
51
Critical Accounting Estimates
52
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
56
Item 8.
Financial Statements and Supplementary Data:
58
Report of Independent Registered Public Accounting Firm
58
Consolidated Statements of Earnings for the Years Ended December 31, 2025, 2024 and 2023
60
Consolidated Statements of Comprehensive Earnings for the Years Ended December 31, 2025, 2024 and 2023
61
Consolidated Balance Sheets as of December 31, 2025 and 2024
62
Consolidated Statements of Equity for the Years Ended December 31, 2025, 2024 and 2023
63
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023
64
Notes to Consolidated Financial Statements
65
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
110
Item 9A.
Controls and Procedures
110
Item 9B.
Other Information
111
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
111
Part III
Item 10.
Directors, Executive Officers and Corporate Governance
112
Item 11.
Executive Compensation
112
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
112
Item 13.
Certain Relationships and Related Transactions, and Director Independence
112
Item 14.
Principal Accountant Fees and Services
112
Part IV
Item 15.
Exhibits and Financial Statement Schedules
113
Item 16.
Form 10-K Summary
116
Signatures
117
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.
Table of Contents
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 (the "Exchange Act"). 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,” "remain," “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 ongoing macroeconomic volatility and uncertainty, including 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 and/or volatility 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;
•
restructuring actions and other transformation initiatives not yielding the anticipated benefits;
•
changes in the assumptions on which restructuring actions or other transformation initiatives are based;
•
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;
1
Table of Contents
•
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;
•
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
Table of Contents
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 $38.5 billion and net earnings of $2.5 billion in 2025. 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 global and local 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
Table of Contents
•
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 enhance our processes and packaging to reduce waste and promote
recycling. Please refer to our Sustainability and Mindful Snacking section below for additional information.
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 145 principal manufacturing and
processing facilities across 49 countries. The portion of our net revenues generated outside the United States was 75.8% in 2025, 74.0% in
2024 and 73.4% in 2023. 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, refer to 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 refer to 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
Table of Contents
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 2025. For a discussion of long-term
demographics, consumer trends and demand, refer to Business Trends 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 growth through new products, superior consumer satisfaction, reduced
production costs and continuous improvement in food safety and quality. 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, market trends and 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. In 2025, we further enhanced these capabilities through the expansion of our R&D Innovation and
Consumer Research Centers as well as collaborative programs that support early-stage ideation and experimentation to challenge traditional
product development.
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 of co-
branded chocolate innovations combining Biscoff with Cadbury Dairy Milk, Milka and other key brands in Europe as well as zero sugar
Bournvita in India. Additionally, we continue to expand our portfolio of cakes and pastries in new markets and with updated formats including
Oreo cakester line extensions and Milka and Lacta croissants in Europe and Brazil, respectively.
Our dedicated innovation and venture hub, SnackFutures, is 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
5
Table of Contents
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 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, weather and other conditions affecting plant health and crop yield, commodity, transportation and labor market
conditions, exchange rate volatility and the effects of global and local regulations, including trade policies, 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, 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.
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. 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, 2025, we had approximately 91,000 employees. At December 31, 2025, our workforce was composed of
approximately 12,000 U.S. employees and approximately 79,000 employees outside the United States, with employees represented by labor
unions or workers’ councils representing approximately 22% of our U.S. employees and approximately 56% of our employees outside the
United States.
Workplace Safety and Wellness: We seek to promote a strong culture of safety and prioritize keeping 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
6
Table of Contents
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.
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 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 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 aim to 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 many 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 employees that support work-life balance, including paid parental leave. Additionally, we offer physical and
mental health resources, including employee assistance programs, to our global employees.
We are committed to equal pay for equal work, regardless of 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 consultant 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 2025 encompassed 78 countries and
approximately 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 2025 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 defined strategic approach to making snacking right, so we can
drive innovative, more sustainable business growth.
We focus on key areas where we believe we can deliver greater long-term growth while having a positive impact. Our strategy and goals in
these key focus areas are part of 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
7
Table of Contents
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.
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
disclosures 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; claims; packaging;
production, sale and distribution; quality and safety; 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.
Examples of laws and regulations that affect our business include, without limitation, workplace safety regulations; selective food taxes; data
privacy and cybersecurity; ingredient, product, processing or other food-related restrictions, labeling requirements such as front-of-pack
labeling based on nutrient profiles or environmental claims; sales, media, or marketing restrictions such as those on promotions or
advertising products with certain nutrient profiles on certain channels or platforms or during certain hours of the day; sanctions; export
controls on sales or
8
Table of Contents
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.
Differences in government measures and/or uneven enforcement of similar measures across jurisdictions could impact our operations.
We continue to monitor developments in laws and regulations. Also refer to Item 1A, Risk Factors for additional information.
9
Table of Contents
Information about our Executive Officers
The following are our executive officers as of February 4, 2026:
Name
Age
Title
Dirk Van de Put
65
Chief Executive Officer
Luca Zaramella
56
Executive Vice President, Chief Operating Officer and Chief Financial Officer
Deepak D. Iyer
58
Executive Vice President and President, Asia Pacific, Middle East and Africa
Volker Kuhn
58
Executive Vice President and President, Europe
Stephanie Lilak
56
Executive Vice President and Chief People Officer
Mariano C. Lozano
59
Executive Vice President and President, Latin America
Martin Renaud
58
Executive Vice President , Chief Marketing and Sales Officer
Laura Stein
64
Executive Vice President, Corporate & Legal Affairs, General Counsel and Corporate
Secretary
Gustavo C. Valle
61
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, Chief Operating Officer and Chief Financial Officer in February 2026. He previously served
as Executive Vice President and Chief Financial Officer from August 2018 to February 2026 and 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. 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.
Mr. Kuhn became Executive Vice President and President, Mondelēz Europe in April 2025. He previously served as President, Hygiene at
Reckitt Benckiser Group Plc, a global consumer products company, from May 2021 until December 2024, and as Chief Transformation
Officer from January 2020 until April 2021. Prior to joining Reckitt, Mr. Volker spent 26 years at Procter & Gamble, a global consumer
products company, holding positions of increasing responsibility in finance, marketing, business development and general management.
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 April 2022. Prior to joining Mondelēz International, Mr. Lozano
spent more than 21 years at Danone SA, a global food and beverage company, in a variety of roles with increasing responsibility. Most
recently, he served as CEO at Danone North America from January 2014 to July 2016 and from September 2017 to December 2020.
10
Table of Contents
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 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 submitting a written
request 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 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”).
Our
filings
with
the
SEC
can
be
accessed
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
Table of Contents
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. Some of the factors, events and contingencies discussed
below may have occurred in the past, but the disclosures below are not representations as to whether or not the factors, events or
contingencies have occurred in the past and instead reflect our beliefs and opinions as to the factors, events or contingencies that could
materially and adversely affect us in the future.
In addition to the effects of ongoing macroeconomic volatility and uncertainty, including current and potential trade and tariff actions affecting
the countries where we operate and resulting 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 actions 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,
rising tensions between China and Taiwan and recent geopolitical developments in Venezuela); 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; animal and 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 2025, price volatility and higher aggregate costs were driven by a confluence of factors: soaring commodity prices
(especially for cocoa beans), disrupted international supply chains, labor market challenges and increased transportation and labor costs. For
additional information, refer to 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
12
Table of Contents
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), if we change the recipes of some of our
product offerings, or if we are limited by supply or distribution constraints, our financial condition, results of operations, cash flows, reputation
and stock price can be materially adversely affected.
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 75.8% of our 2025 net revenues, 74.0% of our 2024 net revenues and 73.4% of our 2023 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, labor reforms, 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, restrictions on cross-border data transfers, or regulations, taxes or policies that affect our operations, sales or profitability.
Also refer to “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 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. 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.
13
Table of Contents
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 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 of January 2026, the U.S. maintains higher tariffs on imported goods (finished products and inputs) from many trading partners as
compared to prior years. Some of these tariffs have increased our costs for finished products, as well as some ingredients and packaging
used to produce and distribute our products. In some cases, U.S. tariff policy has also resulted in retaliatory measures on U.S. goods
entering foreign markets. 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, refer to Business Trends – 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 3.7%
of 2025 consolidated net revenues, and/or Ukraine, which accounted for 0.4% of 2025 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. 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.
14
Table of Contents
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- or long-term adverse impacts to our results.
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, taxes 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.
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 within and 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,
deforestation, and animal welfare issues) and our packaging (including plastic packaging and its
15
Table of Contents
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 or location-based restrictions on sales of products with certain
nutritional profiles. 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 also be associated with or appear alongside harmful content
including outputs from generative artificial intelligence models. 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.
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 tools (including artificial intelligence and machine learning) and 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 food regulation, taxes, tariffs and/or trade barriers, equity market volatility or other factors, such as
global or local pandemics, geopolitical tensions, public boycotts, uncertainty regarding the availability of certain governmental subsidies
available to our consumers (such as the Supplemental Nutrition Assistance Program in the U.S.), severe or unusual weather events, and our
response to political and social issues or catastrophic events, may affect consumer preferences and demand in
16
Table of Contents
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 evolved products to satisfy changing preferences. In addition, because of our varied and geographically diverse consumer base, we
must be responsive to local consumer preferences, 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 statutory or regulatory restrictions on our ingredients, 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, taxes and/or
trade barriers and our response to these tariffs and/or trade 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 (including artificial intelligence and machine learning).
Negative perceptions concerning the health, environmental and social implications of certain food products, ingredients, additives,
preservatives, packaging materials, sourcing or production methods and other company practices could influence consumer preferences and
acceptance of some of our products and marketing programs. For example, consumers have increasingly focused on well-being, including by
reducing their consumption of sodium, processed foods and foods with added sugar, using weight-loss drugs and examining the source and
authenticity of ingredients in the foods they consume. Statements by public officials relating to alleged risks associated with particular
processing methods, ingredients or additives used in our products, or contaminants allegedly present in the larger food or water supply, may
affect consumer preferences and/or demand for some of our products. Regulators in some jurisdictions have also imposed, or may impose,
taxes or other restrictions on the manufacture, distribution or sale of food and beverage products based on their nutritional profile or inclusion
of particular ingredients, which may reduce overall demand for our products. Continuing to focus on and expand our well-being offerings
while evolving 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.
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.
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.
17
Table of Contents
Our use of information technology and third-party service providers exposes us to cybersecurity risks and other business
disruptions.
We use information technology and third-party service providers to support our global business processes and activities. Global shared
service centers managed by third parties provide a 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 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 technologies
such as cloud-based services and 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.
Our use of third-party technology and business service providers may expose us to cybersecurity and privacy breaches. These can include:
(1) compromises of security systems, which could involve circumvention, denial-of-service attacks, or other cyberattacks such as hacking,
phishing attacks, computer viruses, ransomware, malware or 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 compromise 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
has heightened the risk of cyberattacks. Our information security program includes capabilities designed to detect, evaluate and mitigate
cyber risks against our systems or arising from third-party service providers; however, we may not be able to fully prevent or mitigate cyber
threats, particularly to externally-hosted technology and business services that are beyond our control. Additionally, new initiatives, such as
those related to digital commerce and direct sales, that increase the amount of confidential and personal information that we process and
maintain, increase our potential exposure to a cybersecurity incident. Furthermore, the rapid evolution and increased adoption of artificial
intelligence may intensify our cybersecurity risks and create new vectors of exposure. 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 advanced threat protection emanating from sophisticated, persistent and state-sponsored
threat actors, 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. Further, we may not always be able to detect cyberattacks immediately, and once detected, their impact and severity may remain
unclear until we have completed a full forensic investigation, which may take a significant amount of time. Taken together, these factors may
prevent us from promptly providing complete, accurate and timely information about a cybersecurity incident to our customers, stakeholders,
regulators and the public. Consistent with the increasing volume of cyberattacks globally, 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. Due to the constantly
evolving and complex nature of cyber threat actors, we cannot predict the form and impact of 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. 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
18
Table of Contents
from jurisdiction to jurisdiction and may create inconsistent or conflicting requirements. 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 violations 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 are beyond our control, like weather, natural disasters, water and energy availability, supply and commodity shortages,
animal or crop diseases, port congestions or delays, transport capacity constraints, terrorism, political unrest or armed hostilities,
cybersecurity incidents, labor shortages, demonstrations and protests, 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. 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 sustainability 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
19
Table of Contents
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, environmental, food safety, 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. Our efforts to research, establish, accomplish, and accurately report on these goals, targets and other objectives do
not guarantee we will ultimately achieve or maintain them and 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, interpretation and application of voluntary disclosure frameworks and standards may change from time to time or differ from those
of others. Reporting methods for 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 sustainability-related information and metrics can 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 (which are currently
suspended, pending the outcome of ongoing legal challenges), and similar proposals by other international regulatory bodies such as 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. We may be unable to satisfy all stakeholders, as they and regulators have also expressed or
pursued opposing views, legislation and investment expectations with respect to sustainability initiatives, including through the enactment or
pursuit of legislation or policies or challenging such initiatives. 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
20
Table of Contents
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.
Changes in weather patterns around the globe, including as a result of climate change, expose us to physical and transition risks.
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 such physical risks 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, including those 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. Changes we make to align ourselves with such legal or regulatory requirements may be insufficient to avoid
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 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 sustainability 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 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.
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
21
Table of Contents
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.
We are subject to changes in our relationships with significant customers, suppliers and distributors.
During 2025, 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.
We may be unable to hire or retain and develop key personnel or a highly skilled 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 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 maintain a highly skilled 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 56% of our 79,000 employees outside the United States
22
Table of Contents
and approximately 22% 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 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.
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 (including human rights), tax,
social and environmental matters, privacy, data protection, machine learning and artificial intelligence, 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 (including allegations thereof), or to make changes necessary to comply
with new or revised laws and regulations (including interpretations thereof) 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 recent regulatory initiatives within the European Union, including the EU Deforestation Regulation and the
Corporate Sustainability Due Diligence Directive. Furthermore, as the legal and regulatory environment for artificial intelligence and other
emerging technologies continues to evolve, our compliance obligations may significantly increase our costs or limit the extent to which we are
able to use these technologies. Evolving expectations on sustainability disclosures and reporting will also result in new regulatory actions. In
addition, findings in studies or claims made in the media (whether or not scientifically valid) concerning 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. Our facilities and products, and those of our suppliers, may also be
subject to inspection by national, federal, state and local authorities, potentially revealing product quality or safety issues. 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, processes or conduct could materially and adversely affect our reputation,
brands, product sales, product inventory, financial condition, results of
23
Table of Contents
operations, cash flows and stock price, and we could incur significant expense responding to such a claim, litigation or investigation. For
example, a purported personal injury lawsuit filed in December 2024 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 our position is well-supported and we 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-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 (including trademarks, patents, copyrights, registered designs, proprietary trade secrets, recipes,
technology and know-how) to be a material part of our business. We attempt to protect our intellectual property rights in various ways by
asserting rights under applicable intellectual property laws in various countries, using licensing agreements, third-party nondisclosure,
assignment and other agreements and monitoring for and enforcing against third-party misuses and infringement of our intellectual property,
including in traditional retail and digital environments. We cannot be certain that the legal steps we are taking are sufficient to protect our
intellectual property rights or that, notwithstanding legal protection, others do not or will not infringe or misappropriate our intellectual property
rights. 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.
Furthermore, the use of artificial intelligence and machine learning in our operations may elevate the risk of third-party infringement claims,
especially those related to our alleged unauthorized use of third-party tools, technology or content. Any litigation regarding 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.
24
Table of Contents
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 change 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. On July 4th, 2025, the United States enacted the One Big Beautiful Bill Act
(“OBBBA”). The legislation implemented many new U.S. domestic and international tax provisions. Although the U.S. Treasury provided
some clarifying guidance during 2025, it is expected they will continue to issue additional guidance in 2026. In addition, many U.S. states
have not yet updated their laws to take into account the new federal legislation. It is possible that OBBBA, or interpretations under it, could
change and could have an adverse effect on us, and such effect could be material.
In addition, aspects of any new or proposed changes to U.S. tax laws may lead foreign jurisdictions to respond by enacting additional tax
legislation that is unfavorable to us. As of December 31, 2025, numerous countries have now enacted the Organization for Economic
Cooperation and Development’s model rules for a global minimum tax, with the earliest effective date being for taxable years beginning after
December 31, 2023. However, on January 5, 2026, the OECD Inclusive Framework members approved changes to the model rules,
including the introduction of a “side by side” rule which would exempt U.S.-parented companies from certain aspects of the global minimum
tax regime. The updated model rules will need to be incorporated into local tax legislation to be effective. Important details of these minimum
tax regimes are still being considered, which could increase tax uncertainty in the short term. 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.
We are subject to currency exchange rate fluctuations.
As of December 31, 2025, 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 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.
25
Table of Contents
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.
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 2025, the projected benefit obligation of the defined benefit
pension plans we sponsor was $7.1 billion and plan assets were $7.8 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. This kind of withdrawal liability will generally increase if there is also a mass withdrawal of other participating
employers or if the plan terminates. Refer to Note 10, Benefit Plans, to the consolidated financial statements for more information on our
multiemployer pension plans.
Item 1B. Unresolved Staff Comments.
None.
26
Table of Contents
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 risks
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 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 data protection and cybersecurity risks, along with procedures and practices related to incident
response, including escalation and notification.
27
Table of Contents
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 to inform our understanding of the cybersecurity threat landscape and enable risk-based measures to
defend against evolving threats. Additionally, we maintain cybersecurity insurance to mitigate costs that may be associated with a
cybersecurity incident.
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;
•
Develop governance and roles, as well as escalation paths;
•
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. We have not experienced a known material
information security breach of our systems nor incurred material breach-related expenses over the last three years; however, 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
Table of Contents
Item 2. Properties.
On December 31, 2025, we had approximately 145 manufacturing and processing facilities in 49 countries and 101 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, 2025
Manufacturing
Facilities
Distribution
and Warehouse Facilities
Latin America
16
13
AMEA
48
22
Europe
61
5
North America
20
61
Total
145
101
Owned
123
12
Leased
22
89
Total
145
101
(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 11, Commitments and Contingencies, to the consolidated financial statements in
this report.
Item 4. Mine Safety Disclosures.
Not applicable.
(1)
29
Table of Contents
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 30, 2026, there were 31,743 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
2020
$
100.00
$
100.00
$
100.00
2021
115.87
128.71
114.42
2022
119.26
105.40
113.05
2023
132.58
133.10
111.02
2024
112.30
166.40
112.02
2025
104.41
196.16
115.27
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, The Kraft Heinz Company, Nestlé S.A., PepsiCo, Inc., The
Procter & Gamble Company and Unilever PLC.
30
Table of Contents
Issuer Purchases of Equity Securities
Our stock repurchase activity for each of the three months in the quarter ended December 31, 2025 was:
Period
Total Number of Shares
Purchased
Average Price Paid
per Share
Total Number of Shares
Purchased as
Part of Publicly
Announced Plans or
Programs
Approximate Dollar Value
of Shares That May Yet
Be Purchased Under the
Plans or Programs
October 1-31, 2025
17,533
$
62.75
—
$
7,194
November 1-30, 2025
1,777,595
55.82
1,776,217
7,095
December 1-31, 2025
7,226,026
54.42
7,225,816
6,702
For the Quarter Ended
December 31, 2025
9,021,154
54.71
9,002,033
(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 17,533
shares, 1,378 shares and 210 shares for the months of October, November and December 2025, respectively.
(2) Effective January 1, 2025, our Board of Directors authorized a program for the repurchase of up to $9.0 billion of our Common Stock through December 31, 2027, excluding
excise taxes. During the year ended December 31, 2025, we repurchased $2.3 billion, and as of December 31, 2025, we had approximately $6.7 billion in share repurchase
authorization remaining. Refer to related information in Note 12, Capital Stock.
(3) Any excise tax incurred on share repurchases is recognized as part of the cost basis of the shares acquired.
(4) Dollar values stated in millions.
Item 6. Reserved.
(1)
(1)
(2) (3)
(2) (4)
31
Table of Contents
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.
For a discussion of the fiscal year ended December 31, 2024 compared to the fiscal year ended December 31, 2023, please refer to 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, 2024.
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
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, while we expect cocoa costs to be
lower in 2026 compared to the current year, we expect to continue to face elevated cocoa costs as compared to historical levels in the near-
and medium-term. Refer to Commodity Trends for additional information.
Our overall outlook for future snacks revenue growth remains strong; however, we anticipate ongoing volatility. While we have responded to
elevated raw material costs with pricing increases for certain of our products, the elasticity impacts from those pricing increases has
adversely impacted consumer demand, particularly in the United States and Europe. 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.
Trade and Regulatory Uncertainty
In many markets, including the United States, a portion of our products, including significant inputs, are imported from other jurisdictions. As
of January 2026, the U.S. maintains higher tariffs on imported goods (finished products and inputs) from many trading partners as compared
to prior years. Some of these tariffs have increased our costs for finished products, as well as some ingredients and packaging used to
produce and distribute our products. In some cases, U.S. tariff policy has also resulted in retaliatory measures on U.S. goods entering foreign
markets. For most products and materials imported to the United States from Mexico and Canada, we comply with the terms of the U.S.-
Mexico-Canada Agreement and are therefore not subject to tariffs on most products and materials imported from those jurisdictions.
However, the current trade environment continues to evolve rapidly and there can be no assurance that such products and materials will
continue to be exempt. The implementation of additional protectionist trade measures, and any further retaliatory actions taken in response,
could result in increased costs and pricing pressures, disrupt consumer spending patterns, and impact market stability and consumer
confidence, any or all of which could adversely affect our operating results.
32
Table of Contents
Additionally, we provide more information on risks related to trade and regulatory uncertainty in our Business Trends 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. 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 because we believe that 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 2025,
Ukraine generated 0.4% and Russia generated 3.7% of our 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 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, refer to 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.
Throughout 2024 and 2025, we experienced limited adverse 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, including ongoing geopolitical discussions, on our business and we cannot predict if it will have a significant impact in the
future.
Extreme Price Growth in Argentina and Other Currency-Related Items
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
the first quarter of 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 exclude 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.
Additionally within this MD&A discussion, "currency-related items" reflect the impacts of extreme pricing and year-over-year 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, 2025 as follows:
•
Organic Net Revenue: In total, favorable currency-related items of $241 million (0.7 pp) were driven by favorable currency translation
rate changes of $192 million (0.6 pp) and extreme pricing of $49 million (0.1 pp). In Emerging Markets, unfavorable currency-related
items of $134 million (0.9 pp) were driven by unfavorable currency translation rate changes of $183 million (1.3 pp), partially offset by
extreme pricing of $49 million (0.4 pp). In Developed Markets, favorable currency-related items of $375 million (1.7 pp) were driven
by favorable currency translation rate changes.
33
Table of Contents
•
Adjusted Operating Income: Favorable currency-related items of $94 million were driven by favorable currency translation rate
changes of $86 million and extreme pricing of $8 million.
•
Adjusted EPS: In 2025, favorable currency-related items of $0.06 were driven by favorable currency translation rate changes of
$0.05 and extreme pricing of $0.01.
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”). 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 continuing over the next three years, with expected completion by year-end 2028. Refer to Non-GAAP financial measures for
additional information.
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. Refer to Note 2, Acquisitions and Divestitures for additional details.
Equity Method Investment Transactions
JDE Peet’s Transactions (Euronext Amsterdam: “JDEP”)
On August 24, 2025, Keurig Dr Pepper Inc. (Nasdaq: "KDP") and JDEP entered into a definitive agreement under which KDP would acquire
JDEP. As a result of that definitive agreement, we became entitled to a cash payment of €145 million ($169 million) from JAB Holding
Company (“JAB”) that we received in 2025.
In the first quarter of 2024, we recorded an impairment charge of €612 million ($665 million) related to our JDEP investment. In the fourth
quarter of 2024, we sold our remaining 85.9 million shares in JDEP to JAB. We received €2.2 billion ($2.3 billion) of proceeds and recorded a
gain on equity method investment transactions 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 received cash proceeds of €255 million ($279 million) and recorded a loss of €21 million ($23 million).
Keurig Dr Pepper Transactions
During the first quarter of 2023, our ownership in KDP fell to below 5% of the outstanding shares, resulting in a change in the accounting for
our KDP investment, from equity method investment accounting to accounting for equity interests with readily determinable fair values as we
no longer retained significant influence. Prior to the change in accounting for our KDP investment, we sold 30 million shares of that
investment. 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.
For additional information, refer to Note 7, Investments and Note 9, Financial Instruments.
Mondelēz Global and Canada Retirement Plan Settlements
Mondelēz Global LLC Retirement Plan Settlement
During 2024, we entered into agreements with two third-party insurance companies to purchase buy-in annuity contracts to cover the
liabilities associated with the Mondelēz Global LLC Retirement Plan (“MDLZ Global Plan”), the pension plan for U.S. salaried employees. The
agreements provided us with the option to elect a buy-out conversion, at which time full responsibility of the MDLZ Global Plan obligations
would transfer to the insurance companies. On June 12, 2025 we elected the buy-out conversion and recognized a non-cash pre-tax
settlement loss of $282 million as a component of our net periodic pension cost in the second quarter of 2025.
34
Table of Contents
Mondelez Canada Inc. - Trusteed Hourly Retirement Plan and Retirement Plan Settlement
During the third quarter of 2025, we entered into an agreement with a third-party insurance company to buy-out the retiree participants'
obligations of the Mondelez Canada Inc. Trusteed Hourly Retirement Plan and Mondelez Canada Inc. Retirement Plan. On September 11,
2025, the obligations were transferred to the insurance company and we recognized a non-cash pre-tax settlement loss of $54 million as a
component of our net periodic pension cost in the third quarter of 2025.
For additional information, refer to Note 10, Benefit Plans.
Taxes
We continue to monitor existing and potential future tax reform around the world. Numerous countries have enacted the Organization of
Economic Cooperation and Development’s (OECD) model rules for a global minimum tax, effective in 2024. The existing legislation does not
have a material impact on our consolidated financial statements. On January 5, 2026, the OECD Inclusive Framework members approved
changes to the model rules, including the introduction of a “side by side” rule which would exempt U.S.-parented companies from certain
aspects of the global minimum tax regime. The updated model rules will need to be incorporated into local tax legislation to be effective. We
do not expect the new rules to have a material impact on our consolidated financial statements.
On July 4, 2025, the OBBBA was signed into U.S. law. While we continue to monitor supplemental guidance released by the government,
there was no material impact to our financial statements for the year ended December 31, 2025.
Business Trends
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 continue to 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 across their
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 mitigate 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
other planning actions. We experienced significantly higher operating costs, including higher overall raw material (particularly cocoa) that
have continued to rise. Refer to Commodity Trends for additional information.
35
Table of Contents
Trade and Regulatory Uncertainty
In many markets, including the United States, a portion of our products, including significant inputs, are imported from other jurisdictions. As
of January 2026, the U.S. maintains higher tariffs on imported goods (finished products and inputs) from many trading partners. Some of
these tariffs have increased our costs for finished products, as well as some ingredients and packaging used to produce and distribute our
products. In some cases, U.S. tariff policy has also resulted in retaliatory measures on U.S. goods entering foreign markets. For additional
information, refer to 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.”
36
Table of Contents
Non-GAAP Financial Measures
We use non-GAAP financial measures internally to make operating and strategic decisions, including the preparation of our annual operating
plan, evaluation of business performance and as a factor in determining incentive compensation. We believe that non-GAAP financial
measures, when used in connection with results reported in accordance with U.S. GAAP, provide additional information to facilitate
comparisons of our historical operating results and to enable a more comprehensive understanding of trends in our underlying operating
results. We also believe that presenting these measures allows investors to view our performance using the same measures that
management and our Board of Directors use in evaluating our business performance and trends. However, non-GAAP financial measures
should be considered in addition to, and not as substitutes for, financial information prepared in accordance with U.S. GAAP. In addition, our
non-GAAP financial measures may not be the same as or comparable to similar non-GAAP measures presented by other companies. 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. 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.
We also evaluate the operating performance of the company and its international subsidiaries on a constant currency basis. Our non-GAAP
measures presented on a constant currency basis exclude the effects of currency translation rate changes and, beginning in the first quarter
of 2024, extreme pricing increases in Argentina. For additional information, refer to Extreme Price Growth in Argentina and Other Currency-
Related Items. We determine constant currency operating results 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.
Our primary non-GAAP financial measures and corresponding metrics, listed below, 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. When items no longer impact our current or
future presentation of non-GAAP operating results, we remove these items from our non-GAAP definitions. For descriptions of the items
excluded from our non-GAAP financial measures, refer to Items Affecting Comparability of Financial Results.
•
“Organic Net Revenue” is defined as net revenues (the most comparable U.S. GAAP financial measure) excluding, when they occur,
the impacts of acquisitions, divestitures, short-term distributor agreements related to the sale of a business, and currency-related
items. We believe that Organic net revenue reflects the underlying growth from the ongoing activities of our business and provides
improved comparability of results. Organic Net Revenue growth is presented on a consolidated basis, for each of our segments and
for our emerging markets and developed markets, and these underlying measures are also reconciled to the most comparable U.S.
GAAP financial measures 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, when
they occur, the impacts of: restructuring charges; gains or losses (including non-cash impairment charges) on goodwill and intangible
assets; divestiture-related items; acquisition-related items; operating results from short-term distributor agreements related to the
sale of a business; remeasurement of net monetary position of highly inflationary countries; mark-to-market impacts from commodity
and foreign currency derivative contracts economically hedging forecasted transactions; resolution of tax matters; incremental costs
due to the war in Ukraine; the European Commission legal matter; pension participation changes; and operating costs from the ERP
System Implementation program.
37
Table of Contents
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. 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, when they occur, the impacts of the items listed in the Adjusted Operating Income definition as
well as gains or losses on debt extinguishment and related expenses; gains or losses on marketable securities transactions; initial
impacts from enacted tax law changes; and gains or losses on equity method investment transactions. We also evaluate growth in
our Adjusted EPS on a constant currency basis. We believe Adjusted EPS provides improved comparability of underlying operating
results.
Items Affecting Comparability of Financial Results
The below table and subsequent commentary present income or (expense) items that affected the comparability of our results of operations
and provides details of each item. Please refer to the notes to the consolidated financial statements indicated below for additional
information. These items are excluded from our non-GAAP earnings measures to better facilitate comparisons of our underlying operating
performance across periods. 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 and to the Non-GAAP Financial Measures section for
definitions of our non-GAAP financial measures.
For the Years Ended December 31,
Refer to Note
2025
2024
(in millions, except percentages)
Restructuring charges
Note 15
$
3
$
(149)
Intangible asset impairment charges
Note 6
(33)
(153)
Mark-to-market (losses)/gains from derivatives
Note 9
(1,342)
544
Acquisition-related items
10
313
Divestiture-related items
19
(1)
Operating results from short-term distributor agreements
—
2
Incremental costs due to war in Ukraine
(1)
(3)
European Commission legal matter
Note 11
—
3
ERP System Implementation costs
(163)
(78)
Remeasurement of net monetary position
Note 1
(34)
(31)
Pension participation changes
Note 10
(348)
(10)
Resolution of tax matters
32
—
Loss on debt extinguishment and related expenses
—
—
Initial impacts from enacted tax law changes
Note 16
(13)
(24)
Gain on marketable securities
Note 7
—
—
Gain/(loss) on equity method investment transactions
Note 7
169
(321)
(1) Includes impacts recorded in operating income and interest expense and other, net in the consolidated statements of earnings.
Restructuring charges – Includes restructuring charges incurred under the Simplify to Grow Program as well as other subsequent
restructuring actions starting in the fourth quarter of 2025. The Simplify to Grow program comprised charges such as severance, asset write-
downs and other costs of implementing that program, partially offset by gains on sales of assets disposed of in connection with the program.
We completed the Simplify to Grow Program in the fourth quarter of 2024. Following the completion of the program, any adjustments to the
liabilities for previously recorded charges continue to be reflected within this item. Beginning in the fourth quarter of 2025, we started
implementing new restructuring actions to reduce our cost structure and streamline our operations. The charges associated with these
actions primarily relate to severance and other implementation costs.
(1)
(1)
(1)
38
Table of Contents
Intangible asset impairment charges – Reflects non-cash impairments of certain of our brands in connection with our indefinite-life
intangible asset impairment testing.
Mark-to-market impacts from derivatives – We exclude unrealized gains and losses (mark-to-market impacts) from commodity and foreign
currency derivative contracts economically hedging forecasted transactions from our non-GAAP earnings measures. The mark-to-market
impacts of those derivatives are excluded until the related gains or losses are realized. Since we purchase commodity and foreign currency
derivative 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.
Acquisition-related items – Includes acquisition-related costs, acquisition integration costs, contingent consideration adjustments, inventory
step-ups and gains from acquisitions. Acquisition-related costs include third-party advisor, investment banking and legal fees. Acquisition
integration costs include costs related to the integration of operations from acquisitions. Contingent consideration adjustments include any
changes made to contingent compensation liabilities for earn-outs related to acquisitions that do not relate to recurring employee
compensation expense. Refer to Note 9, Financial Instruments - Fair Value of Contingent Consideration for additional information. Other
acquisition-related items include incremental costs from inventory step-ups associated with acquired companies related to the fair market
valuation of the acquired inventory and acquisition gains from the remeasurement of an existing noncontrolling investment to fair value when
the company acquires a controlling interest in the investee.
Divestiture-related items – Includes operating results from divestitures, divestiture-related costs and gains/(losses) on divestitures.
Divestitures may include sales of businesses, exits of major product lines upon completion of a sale or licensing agreement or sales of equity
method investments. Divestiture-related costs include costs incurred in relation to the preparation and completion of divestiture transactions
(including one-time costs such as severance related to the elimination of stranded costs) as well as costs incurred associated with publicly
announced processes to sell businesses. For 2024, operating results from divestitures (which are not reflected in the table above) also
include the operating results from the company’s JDE Peet’s equity method investment earnings which was sold in the fourth quarter of 2024.
Operating results from short-term distributor agreements – Reflects the operating results from short-term distributor agreements that
have been executed in conjunction with the sale of a business. Our agreement with the buyer of the developed market gum business to
distribute gum products in certain European markets ended in the first quarter of 2024.
Incremental costs due to war in Ukraine – In February 2022, Russia began a military invasion of Ukraine and we temporarily stopped our
production and closed our manufacturing facilities in Trostyanets and Vyshhorod due to damage incurred during the conflict. In the second
quarter of 2024, we fully resumed production at both facilities after completing targeted repairs. Incremental costs incurred by the company
related to the ongoing war in Ukraine relate to asset write-downs, net of recoveries as well as other costs, including committed
compensation.
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. We reached a negotiated resolution to this matter in the second quarter of 2024. We 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 from our non-GAAP earnings measures to better facilitate comparisons of our underlying operating performance across
periods.
ERP System Implementation costs – 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, 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 by
region in several phases with spending continuing over the next three 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
39
Table of Contents
financial systems and various other expenses, all associated with the implementation of our information technology upgrades.
Remeasurement of net monetary position of highly inflationary countries – Our operations in Argentina, Türkiye, Egypt and Nigeria are
currently accounted for as highly inflationary. We exclude remeasurement gains and losses of the monetary assets and liabilities of our
subsidiaries in highly inflationary economies and the realized gains and losses from derivatives that mitigate the foreign currency volatility
related to the remeasurement of the respective monetary assets or liabilities from our non-GAAP earnings measures to facilitate comparisons
of our underlying operating performance across periods.
Pension participation changes – Consists of the charges incurred, primarily gains or losses from pension curtailments and settlements,
including settlement losses from the full or partial buy-out of our pension plans, as well as costs incurred when employee groups are
withdrawn from multiemployer pension plans. We exclude these charges from our non-GAAP results because those amounts do not reflect
our ongoing pension obligations.
Resolution of tax matters – Consists of the reversals and settlements of unusual and significant indirect tax matters. Due to the unique
nature of these resolutions, we believe it to be infrequent and therefore exclude it from our non-GAAP earnings measures to better facilitate
comparisons of our underlying operating performance across periods.
Initial impacts from enacted tax law changes – Initial impacts from enacted tax law changes include items such as the remeasurement of
deferred tax balances and transition taxes from tax reforms. We exclude initial impacts from enacted tax law changes from our non-GAAP
financial measures as they do not reflect our ongoing tax obligations under the enacted tax law.
Gains and losses on marketable securities – We exclude gains and losses associated with the sale of our marketable securities. 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.
Gains and losses on equity method investment transactions – We exclude gains and losses from partial or full sales of equity method
investments, as well as impairments or other non-routine transactions related to those investments. In addition, we also exclude from our
non-GAAP financial measures any gains or losses realized on economic hedges of sales proceeds from our equity method investment
transactions.
40
Table of Contents
Discussion and Analysis of Historical Results
Summary of Results
Net Revenues – Net revenues were approximately $38.5 billion in 2025 and $36.4 billion in 2024, an increase of 5.8% in 2025. Net revenues
increased in 2025, driven by higher net pricing, incremental net revenue from our November 1, 2024 acquisition of Evirth and favorable
currency-related items, as several currencies we operate in strengthened relative to the U.S. dollar compared to exchange rates in the prior
year, partially offset by unfavorable volume/mix and lapping prior-year net revenue from a short-term distributor agreement related to the sale
of our developed market gum business.
Organic Net Revenue – Organic Net Revenue, a non-GAAP financial measure, increased 4.3% to $37.9 billion in 2025 due to higher net
pricing, partially offset by unfavorable volume/mix. Organic Net Revenue is reported 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 – Diluted EPS attributable to Mondelēz International decreased 44.7% to $1.89 in 2025. Diluted EPS decreased in 2025 driven
by an unfavorable year-over-year change in mark-to-market impacts from commodity and foreign currency derivatives, a decrease in
Adjusted EPS, settlement losses related to pension plan buy-outs, an unfavorable year-over-year change in acquisition-related items, lapping
prior-year divestiture-related items and higher costs incurred for the ERP System Implementation program. These unfavorable items were
partially offset by lapping a prior-year equity method investment impairment, a current year gain on an equity method investment transaction,
lapping prior-year costs for the completed Simplify to Grow Program, lower intangible asset impairment charges and a favorable impact from
the resolution of an indirect tax matter.
Adjusted EPS – Adjusted EPS, a non-GAAP financial measure, decreased 12.8% to $2.92 in 2025. On a constant currency basis, Adjusted
EPS decreased 14.6% to $2.86 in 2025. 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 decreased in 2025, driven by operating declines, higher interest
and other expense, higher income taxes and lower benefit plan non-service income, partially offset by fewer shares outstanding, favorable
currency-related items and the impact from an acquisition.
41
Table of Contents
Consolidated Results of Operations
The following discussion compares our consolidated results of operations for 2025 with 2024.
For the Years Ended
December 31,
2025
2024
$ Change
% Change
(in millions, except per share data)
Net revenues
$
38,537
$
36,441
$
2,096
5.8 %
Operating income
3,548
6,345
(2,797)
(44.1)%
Net earnings attributable to
Mondelēz International
2,451
4,611
(2,160)
(46.8)%
Diluted earnings per share attributable to
Mondelēz International
1.89
3.42
(1.53)
(44.7)%
Net Revenues – Net revenues increased $2,096 million (5.8%) to $38,537 million in 2025, and Organic Net Revenue increased
$1,571 million (4.3%) to $37,946 million
. Emerging markets net revenues increased 8.5% and emerging markets Organic Net Revenue
increased 7.2%
. Developed markets net revenues increased 4.0% and developed markets Organic Net Revenue increased 2.5%
. 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, 2025
Reported (GAAP)
$
15,364
$
23,173
$
38,537
Divestitures
—
(34)
(34)
Acquisitions
(316)
—
(316)
Currency-related items
134
(375)
(241)
Organic (Non-GAAP)
$
15,182
$
22,764
$
37,946
For The Year Ended December 31, 2024
Reported (GAAP)
$
14,163
$
22,278
$
36,441
Divestitures
—
(41)
(41)
Short-term distributor agreements
(3)
(22)
(25)
Organic (Non-GAAP)
$
14,160
$
22,215
$
36,375
$ Change
Reported (GAAP)
8.5 %
4.0 %
5.8 %
Divestitures
—
0.1
—
Short-term distributor agreements
—
0.1
0.1
Acquisitions
(2.2)
—
(0.9)
Currency-related items
0.9
(1.7)
(0.7)
Organic (Non-GAAP)
7.2 %
2.5 %
4.3 %
Vol/Mix
(3.3)pp
(3.8)pp
(3.7)pp
Pricing
10.5
6.3
8.0
(1) Please refer to the Non-GAAP Financial Measures section for additional information.
The net revenue increase of 5.8% was driven by our underlying Organic Net Revenue growth of 4.3%, the impact of an acquisition and
favorable currency-related items, partially offset by lapping prior-year net revenue from a short-term distributor agreement related to the sale
of our developed market gum business. Organic Net Revenue growth was driven by higher net pricing, partially offset by unfavorable
volume/mix. Higher net pricing was due to the benefit of carryover pricing from 2024 as well as the effects of input cost-driven pricing actions
taken during 2025. Higher net pricing was reflected in all regions. Unfavorable volume/mix was experienced across all regions, driven by
volume declines reflecting pricing elasticity impacts in Europe, Latin America and AMEA, as well as soft biscuits & baked snacks
consumption in North America. The November 1, 2024 acquisition of Evirth added incremental net revenues of $316 million (constant
currency basis) through the one-year anniversary of the acquisition. Refer to Note 2, Acquisitions and Divestitures, for additional information.
Currency-related items increased net revenues by $241 million, driven by favorable currency translation rate changes and the impact of
extreme pricing in Argentina. Refer to Recent Developments and Significant Items Affecting Comparability for additional information.
Favorable
(1)
(1)
(1)
42
Table of Contents
currency translation rate changes were due to the strength of several currencies relative to the U.S. dollar, including the euro, Russian ruble,
British pound sterling, Polish zloty and Swedish krona, partially offset by the strength of the U.S. dollar relative to several currencies, primarily
the Argentinean peso, Brazilian real, Mexican peso, Indian rupee, Turkish lira, Australian dollar, Egyptian pound and Canadian dollar. The
lapping of the prior-year short-term distributor agreement related to the sale of our developed market gum business, which ended in the first
quarter of 2024, resulted in a year-over-year incremental reduction in net revenue of $25 million.
Operating Income – Operating income decreased $2,797 million (44.1%) to $3,548 million in 2025, Adjusted Operating Income
decreased
$822 million (13.9%) to $5,074 million and Adjusted Operating Income on a constant currency basis decreased $916 million (15.5%) to
$4,980 million due to the following:
For the Years Ended December 31,
2025
2024
$ Change
% Change
(in millions)
Operating Income
$
3,548
$
6,345
$
(2,797)
(44.1)%
Restructuring charges
(3)
149
(152)
Intangible asset impairment charges
33
153
(120)
Mark-to-market losses/(gains) from derivatives
1,341
(543)
1,884
Acquisition-related items
(10)
(313)
303
Divestiture-related items
(17)
(2)
(15)
Operating results from short-term distributor agreements
—
(2)
2
European Commission legal matter
—
(3)
3
Incremental costs due to war in Ukraine
1
3
(2)
ERP System Implementation costs
163
78
85
Remeasurement of net monetary position
34
31
3
Resolution of tax matters
(16)
—
(16)
Adjusted Operating Income
$
5,074
$
5,896
$
(822)
(13.9)%
Currency-related items
(94)
—
(94)
Adjusted Operating Income (constant currency)
$
4,980
$
5,896
$
(916)
(15.5)%
Key Drivers of Adjusted Operating Income (constant currency)
$ Change
Higher net pricing
$
2,892
Higher input costs
(3,621)
Unfavorable volume/mix
(890)
Higher selling, general and administrative expenses
620
Impact from acquisitions
36
Lower amortization of intangible assets
18
Lower asset impairment charges
29
Total change in Adjusted Operating Income (constant currency)
$
(916)
(1) Refer to the Non-GAAP Financial Measures section for additional information.
During 2025, we realized higher net pricing, which was more than offset by increased input costs and unfavorable volume/mix. Higher net
pricing, which included the carryover impact of pricing actions taken in 2024 as well as the effects of input cost-driven pricing actions taken
during 2025, 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 primarily due to higher cocoa, dairy, packaging, edible oils, nuts
and other ingredient costs, as well as unfavorable year-over-year currency exchange transaction costs on imported materials, partially offset
by lower sugar, grains and energy costs. Overall, unfavorable volume/mix was experienced across all regions, reflecting pricing elasticity
impacts as well as biscuit & baked snacks category softness in North America.
(1)
(1)
(1)
(1)
43
Table of Contents
Total selling, general and administrative expenses decreased $266 million from 2024, which was net of several unfavorable factors noted in
the table above, including in part, an unfavorable year-over-year change in acquisition-related items, higher costs incurred for the ERP
System Implementation program, incremental overhead expenses from the acquisition of Evirth and unfavorable currency-related impacts to
expenses, which were partially offset by benefits from lapping prior-year implementation costs for the completed Simplify to Grow Program, a
favorable resolution of an indirect tax matter and a favorable year-over-year change in divestiture-related items. Excluding these net
unfavorable factors, selling, general and administrative expenses decreased $620 million from 2024. The decrease was driven primarily by
lower advertising and consumer promotion costs and lower overhead costs.
Currency-related items, due to favorable currency translation rate changes and the impact of extreme pricing in Argentina increased
operating income by $94 million. Favorable currency translation rate changes were primarily due to the strength of several currencies relative
to the U.S. dollar, including the euro, Russian ruble and British pound sterling, partially offset by the strength of the U.S. dollar relative to
several currencies, including the Swiss franc, Mexican peso, Brazilian real, Australian dollar and Indian rupee.
Operating income margin decreased from 17.4% in 2024 to 9.2% in 2025. The decrease in operating income margin was driven primarily by
an unfavorable year-over-year change in mark-to-market impacts from commodity and foreign currency derivatives, lower Adjusted Operating
Income margin, an unfavorable year-over-year change in acquisition-related items and higher costs incurred for the ERP System
Implementation program, partially offset by lower restructuring charges and lower intangible asset impairment charges. Adjusted Operating
Income margin decreased from 16.2% in 2024 to 13.2% in 2025. The decrease was driven primarily by higher raw material costs and
unfavorable product mix, partially offset by higher net pricing, lower advertising and consumer promotion costs, lower manufacturing costs
driven by productivity and lower overhead costs.
Income Taxes - Our 2025 effective tax rate was 25.9%, as compared to 23.5% in 2024. The increase was due to the net unfavorable impacts
of our jurisdictional mix of pretax income, foreign provisions under U.S. tax laws and a net increase to valuation allowances. This was
partially offset by favorable tax benefits related to audit settlements, final 2024 tax return filings and the tax treatment of certain foreign
pension assets.
44
Table of Contents
Net Earnings and Earnings per Share Attributable to Mondelēz International – Net earnings attributable to Mondelēz International of $2,451
million decreased by $2,160 million (46.8%) in 2025. Diluted EPS attributable to Mondelēz International was $1.89 in 2025, down $1.53
(44.7%) from 2024. Adjusted EPS was $2.92 in 2025, down $0.43 (12.8%) from 2024
. Adjusted EPS on a constant currency basis was
$2.86 in 2025, down $0.49 (14.6%) from 2024.
For the Years Ended December 31,
2025
2024
$ Change
% Change
Diluted EPS attributable to Mondelēz International
$
1.89
$
3.42
$
(1.53)
(44.7)%
Restructuring charges
—
0.09
(0.09)
Intangible asset impairment charges
0.02
0.08
(0.06)
Mark-to-market losses/(gains) from derivatives
0.83
(0.32)
1.15
Acquisition-related items
0.01
(0.17)
0.18
Divestiture-related items
—
(0.08)
0.08
ERP System Implementation costs
0.10
0.04
0.06
Remeasurement of net monetary position
0.03
0.02
0.01
Pension participation changes
0.20
0.01
0.19
Resolution of tax matters
(0.02)
—
(0.02)
Initial impacts from enacted tax law changes
0.01
0.02
(0.01)
Gain on marketable securities
(0.02)
—
(0.02)
(Gain)/loss on equity method investment transactions
(0.13)
0.24
(0.37)
Adjusted EPS
$
2.92
$
3.35
$
(0.43)
(12.8)%
Currency-related items
(0.06)
—
(0.06)
Adjusted EPS (constant currency)
$
2.86
$
3.35
$
(0.49)
(14.6)%
Key Drivers of Adjusted EPS (constant currency)
$ Change
Decrease in operations
$
(0.52)
Impact from acquisitions
0.02
Change in benefit plan non-service income
(0.01)
Change in interest and other expense, net
(0.05)
Change in income taxes
(0.03)
Change in shares outstanding
0.10
Total change in Adjusted EPS (constant currency)
$
(0.49)
(1)
Refer to the Non-GAAP Financial Measures section 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.
• 2025 taxes for the: Intangible asset impairment charges were $(5) million, mark-to-market losses from derivatives were $(261) million, acquisition-related items were $22
million, ERP System Implementation costs were $(39) million, remeasurement of net monetary position were zero, pension participation changes were $(87) million,
resolution of tax matters were $10 million, initial impacts from enacted tax law changes were $13 million, gain on marketable securities were $(21) million and gain on
equity method investment transactions were zero.
• 2024 taxes for the: Restructuring charges were $(36) million, intangible asset impairment charges were $(40) million, mark-to-market gains from derivatives were $107
million, acquisition-related items were $88 million, divestiture-related items were $1 million, ERP System implementation costs were $(19) million, remeasurement of net
monetary position were zero, 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.
(1)
(1)
(1)
(1)
45
Table of Contents
Results of Operations by Operating Segment
Our operations and management structure are organized into four operating segments which are also our reportable 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. Refer to 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,
2025
2024
(in millions)
Net revenues:
Latin America
$
4,899
$
4,926
AMEA
7,932
7,296
Europe
15,027
13,309
North America
10,679
10,910
Net revenues
$
38,537
$
36,441
Segment operating income:
Latin America
$
569
$
532
AMEA
985
1,192
Europe
1,820
2,068
North America
1,904
2,492
Mark-to-market (losses)/gains from derivatives
(1,341)
543
General corporate expenses
(260)
(330)
Amortization of intangible assets
(142)
(153)
Gain on acquisition and divestitures
13
4
Acquisition-related costs
—
(3)
Operating income
$
3,548
$
6,345
46
Table of Contents
Latin America
For the Years Ended
December 31,
2025
2024
$ Change
% Change
(in millions)
Net revenues
$
4,899
$
4,926
$
(27)
(0.5)%
Segment operating income
569
532
37
7.0 %
Net revenues decreased $27 million (0.5%), due to unfavorable impact of currency-related items (5.1 pp) and unfavorable volume/mix (3.2
pp), partially offset by higher net pricing (7.8 pp). Currency-related items were unfavorable due to currency translation rate changes, partially
offset by the impact of extreme pricing in Argentina. Unfavorable currency translation impacts were primarily due to the strength of the U.S.
dollar relative to most currencies in the region, including the Argentinean peso, Brazilian real and Mexican peso. Unfavorable volume/mix
reflected volume declines due to pricing elasticity impacts across most markets, primarily in Argentina and Brazil. Overall, unfavorable
volume/mix was driven by declines in refreshment beverages, biscuits & baked snacks, candy and cheese & grocery, partially offset by gains
in chocolate and gum. Higher net pricing, net of extreme pricing in Argentina, was driven by input cost-driven pricing actions, primarily in
Brazil, Argentina and Mexico, and was reflected across all categories.
Segment operating income increased $37 million (7.0%), primarily due to higher pricing, lower manufacturing costs driven by productivity,
lower advertising and consumer promotion costs, lower restructuring charges, favorable resolution of an indirect tax matter, lower acquisition-
related items and lower losses on remeasurement of net monetary position in highly inflationary countries. These favorable items were
partially offset by higher raw materials, unfavorable volume/mix, higher costs incurred for the ERP System Implementation program and
higher other selling, general and administrative expenses.
AMEA
For the Years Ended
December 31,
2025
2024
$ Change
% Change
(in millions)
Net revenues
$
7,932
$
7,296
$
636
8.7 %
Segment operating income
985
1,192
(207)
(17.4)%
Net revenues increased $636 million (8.7%), due to higher net pricing (7.8 pp) and the impact of an acquisition (4.3 pp), partially offset by
unfavorable volume/mix (2.1 pp) and unfavorable currency translation rate changes (1.3 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 $316
million (constant currency basis) through the one-year anniversary of the acquisition. Unfavorable volume/mix reflected pricing elasticity
impacts, driven by declines in chocolate and refreshment beverages, partially offset by gains in cheese & grocery, candy, biscuits & baked
snacks and gum. Unfavorable currency translation impacts were due to the strength of the U.S. dollar relative to most currencies in the
region, including the Indian rupee, Australian dollar, Egyptian pound and Vietnamese dong, partially offset by the strength of a few currencies
relative to the U.S. dollar, including the Malaysian ringgit and South African rand.
Segment operating income decreased $207 million (17.4%), primarily due to higher raw material costs, unfavorable volume/mix, higher
acquisition-related items, unfavorable currency translation rate changes, higher intangible asset impairment costs and higher losses on
remeasurement of net monetary position in highly inflationary countries. These unfavorable items were partially offset by higher net pricing,
lower manufacturing costs driven by productivity, lower advertising and consumer promotion costs, the impact from our Evirth acquisition,
lower other selling, general and administrative expenses, lower fixed asset impairments, lower restructuring charges and lower costs incurred
for the ERP System Implementation program.
47
Table of Contents
Europe
For the Years Ended
December 31,
2025
2024
$ Change
% Change
(in millions)
Net revenues
$
15,027
$
13,309
$
1,718
12.9 %
Segment operating income
1,820
2,068
(248)
(12.0)%
Net revenues increased $1,718 million (12.9%), due to higher net pricing (13.9 pp) and favorable currency translation rate changes (4.5 pp),
partially offset by unfavorable volume/mix (5.3 pp), and lapping the prior-year net revenue from a short-term distributor agreement (0.2 pp).
Higher net pricing, driven by input cost-driven pricing actions, was reflected across all categories. Favorable currency translation rate
changes reflected the strength of most currencies across the region relative to the U.S. dollar, primarily the euro, Russian ruble, British pound
sterling, Polish zloty and Swedish krona, partially offset by the strength of the U.S. dollar relative to a few currencies, primarily the Turkish
lira,. Unfavorable volume/mix reflected volume declines due to pricing elasticity impacts. Overall, unfavorable volume/mix was driven by
declines in chocolate, candy and gum, partially offset by gains in biscuits & baked snacks, cheese & grocery and refreshment beverages.
The lapping of the prior-year short-term distributor agreement related to the sale of our developed market gum business, which ended in the
first quarter of 2024, resulted in a year-over-year incremental reduction in net revenue of $25 million.
Segment operating income decreased $248 million (12.0%), primarily due to higher raw material costs, unfavorable volume/mix, higher other
selling, general and administrative expenses and higher losses from remeasurement of net monetary position in highly inflationary countries.
These unfavorable items were partially offset by higher net pricing, lower advertising and consumer promotion costs, lower intangible asset
impairment charges, favorable currency translation rate changes, lower manufacturing costs driven by productivity, lower restructuring
charges, lower acquisition-related items, a benefit in divestiture-related items and lower fixed asset impairment charges.
North America
For the Years Ended
December 31,
2025
2024
$ Change
% Change
(in millions)
Net revenues
$
10,679
$
10,910
$
(231)
(2.1)%
Segment operating income
1,904
2,492
(588)
(23.6)%
Net revenues decreased $231 million (2.1%), due to unfavorable volume/mix (2.7 pp) and unfavorable currency translation rate changes (0.2
pp), partially offset by higher pricing (0.8 pp). Unfavorable volume/mix was driven by declines in biscuits & baked snacks and candy, primarily
due to soft consumption in the U.S., partially offset by a gain in chocolate. Unfavorable currency translation rate changes were due to the
strength of the U.S. dollar relative to the Canadian dollar. Higher net pricing, driven by input cost-driven pricing actions, was reflected across
all categories.
Segment operating income decreased $588 million (23.6%), primarily due to higher raw material costs, unfavorable volume/mix, unfavorable
acquisition-related items reflecting a lower year-over-year benefit from contingent consideration adjustments related to Clif Bar, net of lower
acquisition integration costs, and higher costs incurred for the ERP System Implementation program. These unfavorable items were partially
offset by lower advertising and consumer promotion costs, lower manufacturing costs due to productivity, higher net pricing, lower other
selling, general and administrative expenses, lower restructuring charges and lower fixed asset impairment charges.
48
Table of Contents
Liquidity and Capital Resources
We believe that cash from operations, our revolving credit facilities, short-term borrowings and long-term debt 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 developments 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 8, Debt and Borrowing Arrangements),
deferred taxes (refer to Note 16, Income Taxes), long-term benefit plan obligations (refer to Note 10, Benefit Plans) and commodity-related
purchase commitments and derivative contracts (refer to Note 9, 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.
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,
2025
2024
2023
(in millions)
Net cash provided by/(used in):
Operating activities
$
4,514
$
4,910
$
4,714
Investing activities
(1,196)
526
2,812
Financing activities
(2,759)
(5,780)
(7,558)
Net Cash Provided by Operating Activities
The reduction in net cash provided by operating activities in 2025 was primarily due to a lower cash-basis net earnings combined with slightly
unfavorable year-over-year working capital movements.
Net Cash Provided by/(Used In) Investing Activities
The reduction in net cash provided by/(used in) investing activities was largely driven by lapping prior year proceeds from the JDEP share
sale combined with net payments for derivative settlements in the current year as compared to net proceeds from derivative settlements in
the prior year. This was partially offset by net proceeds in investments in the current year as compared to net contributions in the prior year,
lapping prior year cash consideration paid for the Evirth acquisition and lower capital expenditures as compared to the prior year. Refer to
Note 2, Acquisitions and Divestitures and Note 7, Investments for more information.
Capital expenditures were $1,279 million in 2025, $1,387 million in 2024 and $1,112 million in 2023. We continue to make capital
expenditures primarily to modernize manufacturing facilities and support new product and productivity initiatives. We expect 2026 capital
expenditures to be up to $1.5 billion, including capital expenditures in connection
49
Table of Contents
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 reduction in net cash used in financing activities was primarily due to higher debt proceeds combined with lower debt repayments,
partially offset by an increase in dividends paid to shareholders in 2025 and higher share repurchases compared to prior year.
Dividends
We paid dividends of $2,487 million in 2025, $2,349 million in 2024 and $2,160 million in 2023. On July 29, 2025, the Audit Committee, with
authorization delegated from our Board of Directors, declared a quarterly cash dividend of $0.50 per share of Class A Common Stock, an
increase of 6 percent, which would be $2.00 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 2025 are
characterized as a qualified dividend paid from U.S. earnings and profits. Refer to Note 12, 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 11, 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, 2025 and December 31, 2024, 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 December 2025 meeting, the Board of Directors approved a new $4 billion long-term financing authorization that replaced the prior
long-term financing authorization of $4 billion. As of December 31, 2025, $4.0 billion of the long-term financing authorization remained
available.
Our total debt was $21.2 billion at December 31, 2025 and $17.7 billion at December 31, 2024. Our debt-to-capitalization ratio was 0.45 at
December 31, 2025 and 0.40 at December 31, 2024. The weighted-average term of our outstanding long-term debt was 7.3 years at
December 31, 2025 and 7.7 years at December 31, 2024. Our average daily commercial paper borrowings were $2.4 billion in 2025, $1.1
billion in 2024 and $2.1 billion in 2023.
One of our subsidiaries, Mondelez International Holdings Netherlands B.V. (“MIHN”), has outstanding debt. Refer to Note 8, Debt and
Borrowing Arrangements. The operations held by MIHN generated approximately 75.1% (or $28.9 billion) of the $38.5 billion of consolidated
net revenue during fiscal year 2025 and represented approximately 96.5% (or $25.0 billion) of the $25.9 billion of net assets as of
December 31, 2025.
Refer to Note 8, Debt and Borrowing Arrangements, for more information on our debt and debt covenants.
50
Table of Contents
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 2025, the primary drivers of the increase in our aggregate commodity costs were higher cocoa, dairy,
packaging, edible oils, nuts and other ingredient costs, as well as unfavorable year-over-year currency exchange transaction costs on
imported materials, partially offset by lower sugar, grains and energy 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, weather and other conditions affecting plant health and crop yield, commodity, transportation and labor market conditions, exchange
rate volatility and the effects of global and local 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, weather and other events affecting plant health and crop yield, 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 impact the supply of cocoa, and could potentially limit
our ability to produce our products or significantly impact profitability.
During 2025, 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, while we expect cocoa costs to be lower in 2026 compared to the current year, we expect to continue to face
elevated cocoa costs as compared to historical levels in the near- and medium-term due to these factors. 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 adverse 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.
51
Table of Contents
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 test goodwill and indefinite-life intangible assets for impairment on an annual basis on July 1 or whenever events or changes in
circumstances indicate that the fair value of the reporting unit or indefinite-life intangible asset is more likely than not below its carrying value.
Goodwill is tested for impairment at the reporting unit level, and we monitor our reporting structure on an ongoing basis to identify changes
that could potentially impact the composition of our reporting units.
We have the option to assess goodwill for impairment by initially performing a qualitative assessment to determine whether it is more likely
than not that the fair value of a reporting unit is less than its carrying value. If we determine that it is not more likely than not that the fair value
of a reporting unit is less than its carrying value, then the quantitative goodwill impairment test is not required to be performed. If we
determine that it is more likely than not that the fair value of a reporting unit is less than its carrying value, or if we elect not to perform an
initial qualitative assessment, we perform a quantitative goodwill impairment test by comparing the estimated fair value of the reporting unit to
its carrying value. When quantitative testing is performed, we estimate reporting unit fair values using a discounted cash flow method that
incorporates earnings forecasts, market-based discount rates and terminal growth rates. If the carrying value of the reporting unit exceeds its
estimated fair value, an impairment charge is recorded for the amount by which its carrying value, including goodwill, exceeds its fair value,
limited to the total amount of goodwill allocated to that reporting unit.
In 2025, 2024 and 2023, there were no goodwill impairments, as 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 valuation
inputs 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.
We have the option to assess our indefinite-life intangible assets (primarily brand intangible assets) by initially performing qualitative
assessments to determine whether it is more likely than not that the fair values of the indefinite-life intangible assets are less than their
carrying values. If we determine that it is more likely than not that an indefinite-life intangible asset is impaired, or if we elect not to perform an
initial qualitative assessment, we perform a quantitative impairment test by comparing the estimated fair value of the indefinite-life intangible
asset to its carrying value. For indefinite-life intangible assets for which quantitative impairment testing is performed, 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 to estimate 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.
We recognized intangible asset impairment charges of $33 million in 2025, $153 million in 2024 and $26 million in 2023 to reduce the
carrying amounts of certain brands to their estimated fair values. Those charges are reported within asset impairment and exit costs in the
consolidated statements of earnings. The 2025 impairments related to two biscuit brands in the Europe segment, one biscuit brand in the
AMEA segment and one candy brand in the Latin America segment. The 2024 impairments 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 2023 impairments
related to a chocolate brand in the North America segment and a biscuit brand in the Europe segment.
Including the four brands for which we recognized impairments in 2025, we identified five brand intangibles, as part of our annual test, for
which fair value exceeded book value by less than 10%. The aggregate carrying value of those five brands was $1.5 billion as of
December 31, 2025. We are closely monitoring the performance of those brands and if there are adverse changes to the related sales and
earnings forecasts in the future, whether caused
52
Table of Contents
by business-specific or broader macroeconomic factors, one or more of those indefinite-life intangible assets could become impaired.
Refer to Note 6, Goodwill and Intangible Assets, for additional information.
Business Combinations
The assets acquired and liabilities assumed upon the acquisition or consolidation of a business are recorded at fair value (or other
measurement attribute required by U.S. GAAP), with the residual of the purchase price recognized as goodwill. We engage third-party
valuation specialists to assist management in determining the fair values of certain assets acquired and liabilities assumed. 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.
In determining fair values of assets acquired and liabilities assumed in business combinations, we use several accepted valuation methods,
including relief from royalty, excess earnings and excess margin, depending on the asset or liability 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: future sales, earnings growth rates, royalty rates, discount 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 arrangements at their estimated fair values. Contingent consideration arrangements are subsequently
remeasured to fair value each reporting period, with changes in fair value recognized in earnings. The estimated fair values of our contingent
consideration liabilities are primarily determined using Monte Carlo simulations. Significant assumptions used in assessing the fair values of
the liabilities include financial projections for net revenue, gross profit and EBITDA, as well as discount and volatility rates. Changes to those
estimates and assumptions may occur due to various reasons, including the operating performance of the acquired business and/or changes
in other valuation inputs.
Legal costs, due diligence costs, business valuation costs and all other business acquisition costs are expensed as incurred.
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 estimates
of the amounts due to customers and consumers at the end of a period. We base these estimates 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. Advertising, consumer promotion and market research costs are recorded within selling,
general and administrative expenses. For interim reporting purposes, those 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, primarily including pension plans and postretirement healthcare benefit plans. We
estimate the pension and postretirement healthcare benefit obligations for those plans 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.
53
Table of Contents
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 net periodic (benefit)/cost. For plans that have assets held in trust, the expected return on plan assets assumption also significantly
affects our periodic (benefit)/cost. The assumptions for discount rates and expected return on plan assets and our process for setting these
assumptions are described in Note 10, Benefit Plans, along with additional information on our employee benefit plans.
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, 2025
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 and postretirement costs
$
(1)
$
1 $
(12)
$
15
Effect of change in expected rate of return on
plan assets on pension and postretirement costs
(2)
2
(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. Our provision for income taxes
includes 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.
We recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial
statement and tax bases 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 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.
54
Table of Contents
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.
Refer to Note 16, Income Taxes, for additional information on our effective tax rate, current and deferred taxes, valuation allowances and
unrecognized tax benefits.
Contingencies
Refer to Note 11, Commitments and Contingencies, to the consolidated financial statements.
New Accounting Guidance
Refer to Note 1, Summary of Significant Accounting Policies, to the consolidated financial statements for a discussion of new accounting
standards that have been adopted, as well as new accounting standards that have been issued but not yet adopted.
55
Table of Contents
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, refer to Note 9, 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. Refer to 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 refer to 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 Business Trends 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, refer to Note 8, Debt and Borrowing Arrangements.
Refer to Note 9, 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 is computed 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 computations are currency exchange forwards, swaps and options
for currency exchange risk, debt and swaps for interest rate risk, and commodity futures and options for commodity risk. Excluded from the
computations are anticipated transactions, foreign currency denominated trade payables and receivables, and net investments in non-U.S.
subsidiaries, which the above-mentioned instruments are intended to hedge.
56
Table of Contents
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, 2025 and 2024, 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, 2025 and December 31, 2024, 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 12/31/25
Average
High
Low
At 12/31/25
Average
High
Low
(in millions)
Instruments sensitive to:
Interest rates
$
42
$
63
$
84
$
42
Foreign currency rates
$
44
$
38
$
44
$
27
Commodity prices
32
46
104
22
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
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.
57
Table of Contents
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, 2025 and 2024, and the related consolidated statements of earnings, of comprehensive earnings, of equity and of cash flows
for each of the three years in the period ended December 31, 2025, 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, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period
ended December 31, 2025 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, 2025, 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.
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
58
Table of Contents
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 Quantitative 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 $18.6 billion as of December 31, 2025, of which a portion relates to certain brand names. Management tests indefinite-life intangible
assets for impairment on an annual basis on July 1 or whenever events or changes in circumstances indicate that the fair value of the
indefinite-life intangible asset is more likely than not below its carrying value. Management uses 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 estimate fair value.
The principal considerations for our determination that performing procedures relating to the indefinite-life intangible assets annual
quantitative impairment assessments for certain brand names is a critical audit matter are (i) the significant judgment by management when
developing the fair value estimate of the indefinite-life intangible assets using the relief from royalty method for certain brand names; (ii) a
high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating certain of management’s significant
assumptions used in the relief from royalty method 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 using the relief from royalty method.
These procedures also included, among others, for certain brand names (i) testing management’s process for developing the fair value
estimate of the indefinite-life intangible assets using the relief from royalty method; (ii) evaluating the appropriateness of the relief from royalty
method; (iii) testing the completeness and accuracy of underlying data used in the relief from royalty method; and (iv) evaluating the
reasonableness of certain of the significant assumptions used by management in the relief from royalty method 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 specialized skill and knowledge
were used to assist in evaluating (i) the appropriateness of the relief from royalty method and (ii) the reasonableness of the royalty rate and
discount rate significant assumptions.
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
February 4, 2026
We have served as the Company’s auditor since 2001.
59
Table of Contents
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)
2025
2024
2023
Net revenues
$
38,537
$
36,441
$
36,016
Cost of sales
(27,602)
(22,184)
(22,252)
Gross profit
10,935
14,257
13,764
Selling, general and administrative expenses
(7,173)
(7,439)
(8,002)
Asset impairments and exit costs
(85)
(324)
(217)
Gain on divestitures and acquisition
13
4
108
Amortization of intangible assets
(142)
(153)
(151)
Operating income
3,548
6,345
5,502
Benefit plan non-service (expense)/income
(252)
96
82
Interest and other expense, net
(282)
(180)
(310)
Gain on marketable securities
—
—
606
Earnings before income taxes
3,014
6,261
5,880
Income tax provision
(782)
(1,469)
(1,537)
Gain/(loss) on equity method investment transactions
169
(337)
465
Equity method investment net earnings
65
168
160
Net earnings
2,466
4,623
4,968
less: Noncontrolling interest earnings
(15)
(12)
(9)
Net earnings attributable to Mondelēz International
$
2,451
$
4,611
$
4,959
Per share data:
Basic earnings per share attributable to Mondelēz International
$
1.89
$
3.44
$
3.64
Diluted earnings per share attributable to Mondelēz International
$
1.89
$
3.42
$
3.62
See accompanying notes to the consolidated financial statements.
60
Table of Contents
Mondelēz International, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Earnings
For the Years Ended December 31
(in millions of U.S. dollars)
2025
2024
2023
Net earnings
$
2,466
$
4,623
$
4,968
Other comprehensive earnings/(losses), net of tax:
Currency translation adjustment
861
(1,453)
229
Pension and other benefit plans
267
(79)
(218)
Derivative cash flow hedges
3
(3)
(15)
Total other comprehensive earnings/(losses)
1,131
(1,535)
(4)
Comprehensive earnings
3,597
3,088
4,964
less: Comprehensive earnings attributable to
noncontrolling interests
(39)
(2)
(4)
Comprehensive earnings attributable to Mondelēz International
$
3,558
$
3,086
$
4,960
See accompanying notes to the consolidated financial statements.
61
Table of Contents
Mondelēz International, Inc. and Subsidiaries
Consolidated Balance Sheets, as of December 31
(in millions of U.S. dollars, except share data)
2025
2024
ASSETS
Cash and cash equivalents
$
2,125
$
1,351
Trade receivables, less allowance ($35 and $37, respectively)
3,903
3,874
Other receivables, less allowance ($35 and $37, respectively)
955
937
Inventories
4,419
3,827
Other current assets
1,549
3,253
Total current assets
12,951
13,242
Property, plant and equipment, net
10,667
9,481
Operating lease right-of-use assets
731
767
Goodwill
24,336
23,017
Intangible assets, net
19,628
18,848
Prepaid pension assets
1,220
987
Deferred income taxes
336
333
Equity method investments
667
635
Other assets
951
1,187
TOTAL ASSETS
$
71,487
$
68,497
LIABILITIES
Short-term borrowings
$
2,688
$
71
Current portion of long-term debt
1,295
2,014
Accounts payable
10,139
9,433
Accrued marketing
2,787
2,558
Accrued employment costs
1,000
928
Other current liabilities
3,955
4,545
Total current liabilities
21,864
19,549
Long-term debt
17,222
15,664
Long-term operating lease liabilities
599
623
Deferred income taxes
3,530
3,425
Accrued pension costs
422
391
Accrued postretirement health care costs
74
98
Other liabilities
1,885
1,789
TOTAL LIABILITIES
45,596
41,539
Commitments and Contingencies (Note 11)
EQUITY
Common Stock, no par value (5,000,000,000 shares authorized, 1,996,537,778
shares issued)
—
—
Additional paid-in capital
32,322
32,276
Retained earnings
36,413
36,476
Accumulated other comprehensive losses
(11,364)
(12,471)
Treasury stock, at cost (714,961,364 and 678,708,640 shares, respectively)
(31,533)
(29,349)
Total Mondelēz International Shareholders’ Equity
25,838
26,932
Noncontrolling interest
53
26
TOTAL EQUITY
25,891
26,958
TOTAL LIABILITIES AND EQUITY
$
71,487
$
68,497
See accompanying notes to the consolidated financial statements.
62
Table of Contents
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
Losses
Treasury
Stock
Non-
controlling
Interest
Total
Equity
Balances at January 1, 2023
$
—
$
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
Comprehensive earnings/(losses):
Net earnings
—
—
2,451
—
—
15
2,466
Other comprehensive earnings/
(losses), net of income taxes
—
—
—
1,107
—
24
1,131
Exercise of stock options and
issuance of other stock awards
—
46
(4)
—
135
—
177
Common Stock repurchased
—
—
—
—
(2,319)
—
(2,319)
Cash dividends declared
($1.940 per share)
—
—
(2,510)
—
—
—
(2,510)
Dividends paid on noncontrolling
interest and other activities
—
—
—
—
—
(12)
(12)
Balances at December 31, 2025
$
—
$
32,322
$
36,413
$
(11,364)
$
(31,533)
$
53
$
25,891
See accompanying notes to the consolidated financial statements.
63
Table of Contents
Mondelēz International, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended December 31
(in millions of U.S. dollars)
2025
2024
2023
CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES
Net earnings
$
2,466
$
4,623
$
4,968
Adjustments to reconcile net earnings to operating cash flows:
Depreciation and amortization
1,358
1,302
1,215
Stock-based compensation expense
114
147
146
Deferred income tax provision/(benefit)
16
257
(37)
Asset impairments and accelerated depreciation
85
267
128
Gain on divestitures and acquisition
(13)
(4)
(108)
Loss/(gain) on equity method investment transactions
—
337
(465)
Equity method investment net earnings
(65)
(175)
(160)
Distributions from equity method investments
45
115
137
Unrealized loss/(gain) on derivative contracts
1,379
(627)
(171)
Gain on marketable securities
—
—
(593)
Contingent consideration adjustments
(34)
(389)
125
Other non-cash items, net
137
26
38
Changes in assets and liabilities, net of acquisitions and divestitures:
Receivables, net
433
(519)
(628)
Inventories, net
(253)
(458)
(193)
Accounts payable
(145)
1,682
264
Other current assets
(225)
(591)
(120)
Other current liabilities
(1,026)
(932)
354
Change in pension and postretirement assets and liabilities, net
242
(151)
(186)
Net cash provided by operating activities
4,514
4,910
4,714
CASH PROVIDED BY/(USED IN) INVESTING ACTIVITIES
Capital expenditures
(1,279)
(1,387)
(1,112)
Acquisitions, net of cash received
(15)
(240)
19
Proceeds from divestitures including equity method and marketable security
investments
127
2,294
4,099
Proceeds from derivative settlements
54
320
177
Payments for derivative settlements
(165)
(199)
(81)
Proceeds from/(contributions to) investments
73
(278)
(309)
Proceeds from sale of property, plant and equipment and other
9
16
19
Net cash (used in)/provided by investing activities
(1,196)
526
2,812
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 issuances/(repayment) of short-term borrowings
2,609
(343)
(1,869)
Long-term debt proceeds
1,594
1,671
277
Long-term debt repayments
(2,077)
(2,554)
(2,432)
Repurchases of Common Stock
(2,385)
(2,334)
(1,547)
Dividends paid
(2,487)
(2,349)
(2,160)
Other
(13)
129
173
Net cash used in financing activities
(2,759)
(5,780)
(7,558)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
236
(140)
(32)
Cash, cash equivalents and restricted cash:
Increase
795
(484)
(64)
Balance at beginning of period
1,400
1,884
1,948
Balance at end of period
$
2,195
$
1,400
$
1,884
Cash paid:
Interest
$
570
$
554
$
568
Income taxes
$
1,074
$
1,474
$
1,607
See accompanying notes to the consolidated financial statements.
64
Table of Contents
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 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 in common stock or in-substance common stock over which we exercise significant influence under the equity method of
accounting.
Additionally, we also consider for consolidation, entities where we may have controlling financial interests that do not involve ownership
interests, voting rights or significant financial support. Such an entity, is known as a variable interest entity (“VIE”) and is required to be
consolidated by its primary beneficiary. We hold a variable interest in a VIE due to an exclusive supply arrangement. We are not the primary
beneficiary as we do not have the power to direct the activities of the VIE that most significantly impact its economic performance.
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.
Currency Translation and Highly Inflationary Accounting
We translate the results of operations of our subsidiaries from their respective functional currencies into our U.S. dollar reporting currency
using average exchange rates during each period and we translate balance sheet accounts using exchange rates at the end of each period.
We record currency translation adjustments within equity as a component of other comprehensive earnings/(losses). Currency transaction
gains and losses from the remeasurement of monetary assets and liabilities denominated in a currency other than the subsidiary’s functional
currency are recorded in earnings.
Highly inflationary accounting is triggered when an economy’s three-year cumulative inflation rate exceeds 100%. It requires our U.S. dollar
reporting currency to be considered the functional currency of our subsidiaries in highly inflationary economies. Monetary assets and
liabilities of subsidiaries in highly inflationary economies that are denominated in local currency must be remeasured into the U.S. dollar each
period, 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.
As of December 31, 2025, our consolidated entities in Argentina, Türkiye, Egypt and Nigeria are operating in highly inflationary economies
and represent 1.3%, 0.7%, 0.5% and 0.3%, respectively, of our consolidated net revenues for the year ended December 31, 2025. Given the
continued volatility of these currencies, impacts to our financial statements in future periods could be significantly different from historical
levels.
65
Table of Contents
Our currency remeasurement gains/(losses) for subsidiaries in highly inflationary economies are as follows :
Year Ended December 31,
2025
2024
2023
(in millions)
Argentina
$
(9) $
(17) $
(79)
Türkiye
(20)
(15)
(19)
Total losses
$
(29) $
(32) $
(98)
(1) Remeasurement gains/(losses) for Egypt and Nigeria were not material in 2025 and 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 $70 million as of December 31, 2025 and $49 million as of December 31, 2024. Total cash, cash equivalents
and restricted cash was $2,195 million as of December 31, 2025 and $1,400 million as of December 31, 2024.
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 experience from receivables with similar risk characteristics, the current financial condition of specific customers and the forecasted
economic conditions in countries where the related customers are located, using various factors such as bond default rates and consumption
indexes. We write off receivables against the allowance for credit losses 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, 2024
$
(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)
Recovery for expected credit losses
—
6
—
Write-offs charged against the allowance
4
2
1
Currency
(2)
(6)
(3)
Balance at December 31, 2025
$
(35)
$
(35)
$
(18)
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 was $674 million as of December 31, 2025, $159
million as of December 31, 2024 and $262 million as of December 31, 2023. The incremental costs of factoring receivables under these
arrangements were recorded in selling, general and administrative expenses in the consolidated statements of earnings and 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.
(1)
66
Table of Contents
Inventories
We record our inventory using the average cost method and make adjustments 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 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. 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. Definite-life intangible assets are amortized by the straight-line method over their
estimated useful lives.
We review long-lived assets for impairment when conditions exist that indicate the carrying amount of the assets may not be fully
recoverable. In those circumstances, we group assets and liabilities at the lowest level such that the identifiable cash flows relating to the
group are largely independent of the cash flows of other assets and liabilities. The carrying values of the assets or asset groups are
compared with the related estimated undiscounted future cash flows to determine if an impairment exists. If the asset or asset group is
impaired, the related impairment charge is measured as the amount by which the carrying value of the asset (or asset group) exceeds its fair
value.
Leases
We determine whether a contract is or contains a lease at contract inception. We classify our leases as operating or finance leases at the
lease commencement date. Finance leases are generally those leases for which we will pay substantially all of the underlying asset’s fair
value or will use the asset for all or a major part of its economic life, including circumstances in which we will ultimately own the asset. All
other leases are classified as operating leases. For finance leases, we recognize interest expense using the effective interest method and we
recognize amortization expense on the right-of-use (“ROU”) asset over the shorter of the lease term or the useful life of the leased asset. For
operating leases, we recognize lease cost on a straight-line basis over the term of the lease. Variable lease payments, which are primarily
comprised of product costs, insurance and tax payments based on usage or output, are recognized when the related expense is incurred.
Lease liabilities are recognized at lease commencement date based on the present value of minimum lease payments over the lease term.
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. ROU assets are recognized at the lease commencement date at the value of the lease liability, adjusted for any
prepayments, lease incentives received and initial direct costs incurred. For short-term operating leases with terms of 12 months or less, we
do not recognize ROU assets and 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.
Operating lease cost and amortization expense on finance lease ROU assets are recorded in cost of sales or selling, general and
administrative expenses depending on the nature of the leased item. Interest expense on finance leases is recorded in interest and other
expense, net.
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 within other assets on the consolidated balance sheets
and within net cash provided by operating activities on the 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.
67
Table of Contents
Business Combinations
The assets acquired and liabilities assumed upon the acquisition or consolidation of a business are recorded at fair value (or other
measurement attribute required by U.S. GAAP), with the residual purchase price recognized as 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 arrangements at their estimated fair values. Contingent consideration arrangements are subsequently
remeasured to fair value each reporting period, with changes in fair value recognized in earnings.
Legal costs, due diligence costs, business valuation costs and all other business acquisition costs are expensed as incurred.
Goodwill and Indefinite-Life Intangible Assets
We test goodwill and indefinite-life intangible assets for impairment on an annual basis on July 1 or whenever events or changes in
circumstances indicate that the fair value of the reporting unit or indefinite-life intangible asset is more likely than not below its carrying value.
We have the option to assess goodwill for impairment by initially performing a qualitative assessment to determine whether it is more likely
than not that the fair value of a reporting unit is less than its carrying value. If we determine that it is not more likely than not that the fair value
of a reporting unit is less than its carrying value, then the quantitative goodwill impairment test is not required to be performed. If we
determine that it is more likely than not that the fair value of a reporting unit is less than its carrying value, or if we elect not to perform an
initial qualitative assessment, we perform a quantitative goodwill impairment test by comparing the estimated fair value of the reporting unit to
its carrying value. When quantitative testing is performed, we estimate reporting unit fair values using a discounted cash flow method that
incorporates earnings forecasts, market-based discount rates and terminal growth rates. If the carrying value of the reporting unit exceeds its
estimated fair value, an impairment charge is recorded for the amount by which its carrying value, including goodwill, exceeds its fair value,
limited to the total amount of goodwill allocated to that reporting unit.
We have the option to assess our indefinite-life intangible assets (primarily brand intangible assets) by initially performing qualitative
assessments to determine whether it is more likely than not that the fair values of the indefinite-life intangible assets are less than their
carrying values. If we determine that it is more likely than not that an indefinite-life intangible asset is impaired, or if we elect not to perform an
initial qualitative assessment, we perform a quantitative impairment test by comparing the estimated fair value of the indefinite-life intangible
asset to its carrying value. For indefinite-life intangible assets for which quantitative impairment testing is performed, 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 to estimate 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.
Equity Method Investments
Equity method investments consist of our investments in entities in which we maintain an investment in common stock or in-substance
common stock and have the ability to exert significant influence over the operating and financial policies of the investee. 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.
68
Table of Contents
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.
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 acquisition 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 $1,655 million in 2025, $2,112 million in 2024 and $2,057 million in 2023. We
expense product research and development costs as incurred. Research and development expense was $400 million in both 2025 and 2024,
and $380 million in 2023. 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.
69
Table of Contents
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.
Derivative Instruments and Hedging Activities
Derivative instruments are recognized as either assets or liabilities at fair value in the consolidated balance sheets. Derivatives are presented
on a gross basis and are classified as short-term or long-term based on the maturity date of the instrument. We designate certain of our
derivative contracts as hedging instruments in cash flow and net investment hedges.
For derivative instruments that are designated and effective as cash flow hedges, which include certain of our interest rate contracts and
cross-currency swap contracts, gains or losses on the derivatives are recorded in accumulated other comprehensive earnings/(losses) and
reclassified to earnings in the periods in which the hedged item affects earnings. Gains and losses on cash flow hedges are classified in the
same manner as the hedged item, primarily within interest and other expense, net.
We have designated certain foreign currency and cross-currency swap derivative contracts, as well as certain of our non-U.S. dollar debt, as
hedges of our net investments in certain of our foreign operations. We assess the effectiveness of net investment hedge relationships based
on spot rates and amortize the initial value attributable to the excluded component to earnings over the life of the hedging instrument within
interest and other expense, net. Gains or losses on these contracts, net of deferred taxes, that are attributable to changes in spot rates are
recorded within the cumulative translation adjustment component of accumulated other comprehensive earnings/(losses).
For derivatives that are not designated as accounting hedges (“economic hedges”), which include all of our commodity derivative contracts
and certain of our foreign currency and interest rate derivative contracts, gains and losses are recorded in earnings. Those gains and losses
are reflected within our consolidated statements of earnings based on the classification of the item being economically hedged.
If it is determined that a derivative or nonderivative hedging instrument is no longer highly effective as a hedge, we discontinue hedge
accounting prospectively. Gains or losses relating to terminations of effective cash flow hedges generally continue to be deferred and are
recognized consistent with the gain or loss recognition of the underlying hedged items. However, if it becomes probable that a hedged
forecasted transaction will not occur, any gains or losses would be immediately reclassified from accumulated other comprehensive
earnings/(losses) to earnings. If we were to remove a net investment hedge designation, any gains or losses recognized in accumulated
other comprehensive earnings/(losses) are not reclassified to earnings until we sell, liquidate, or deconsolidate the foreign investments that
were hedged.
Cash flows related to settlements of derivative contracts designated as net investment hedges of foreign operations are classified in the
consolidated statements of cash flows within investing activities. Cash flows related to settlements of derivatives used for economic hedges
and derivatives in cash flow hedging relationships are classified in the same cash flows category as the related hedged item.
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.
70
Table of Contents
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,
2025
(in millions)
Confirmed obligations outstanding at the beginning of the year
$
3,509
New invoices confirmed during the year
11,336
Confirmed invoices paid during the year
(11,552)
Currency
269
Confirmed obligations outstanding at the end of the year
$
3,562
New Accounting Pronouncements - Adopted
In December 2023, the FASB issued an Accounting Standards Update ("ASU") to enhance the transparency of annual income tax
disclosures, primarily related to the rate reconciliation and income taxes paid. We adopted this standard on a prospective basis for our 2025
annual reporting. Refer to Note 16, Income Taxes for the disclosures required by this guidance.
New Accounting Pronouncements - Not Yet Adopted
In November 2024, the FASB issued an ASU that will require incremental disclosures in the notes to the financial statements to disaggregate
income statement expense line items into specified expense categories and to provide additional information about certain expenses. The
guidance is effective for the first annual reporting period beginning after December 15, 2026 and for interim reporting periods within annual
reporting periods beginning after December 15, 2027. Early adoption is permitted. The guidance may be applied either on a prospective or
retrospective basis. We currently expect to adopt the guidance when it becomes effective, for our annual reporting for the year ending
December 31, 2027 and for our interim reporting in the first quarter of 2028. We are currently assessing the impact on our consolidated
financial statements and related disclosures as well as whether we will adopt the guidance on a prospective or retrospective basis.
In July 2025, the FASB issued an ASU which introduces a practical expedient that allows entities to measure expected credit losses on
current accounts receivable and current contract assets by assuming that the conditions existing at the balance sheet date remain
unchanged over the remaining life of those assets. The amendment is intended to simplify the application of the current expected credit loss
model by reducing the need to develop forward-looking forecasts for short-term trade receivables. The amendments are effective for annual
periods
71
Table of Contents
beginning after December 15, 2025, including interim periods, with early adoption permitted. We are currently assessing the impact on our
consolidated financial statements and related disclosures.
In September 2025, the FASB issued an ASU that refines the scope of derivative accounting by introducing a new exception for contracts
whose underlyings are based on the operations or activities of one of the parties, among other updates. The ASU is effective for annual
periods beginning after December 15, 2026, including interim periods, with early adoption permitted. The guidance may be applied either on
a prospective or modified retrospective basis. We are currently assessing the impact on our consolidated financial statements and related
disclosures and do not expect it to have a material impact.
In September 2025, the FASB issued an ASU that improves the accounting for internal-use software by replacing the previous capitalization
guidance, which focused on a project's stage of development, with a principles-based "probable-to-complete" recognition threshold. The
amendments are effective for annual periods beginning after December 15, 2027, including interim periods, with early adoption permitted.
The guidance may be applied on a prospective or retrospective basis. We are currently assessing the impact on our consolidated financial
statements and related disclosures.
In December 2025, the FASB issued an ASU that establishes accounting guidance for government grants received by a business entity,
including grants related to an asset and grants related to income. The amendments are effective for annual periods beginning after
December 15, 2028, including interim periods, with early adoption permitted. The guidance may be applied on a modified prospective,
modified retrospective or retrospective basis. We are currently assessing the impact on our consolidated financial statements and related
disclosures.
Note 2. Acquisitions and Divestitures
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
¥1.8 billion ($255 million), net of cash received.
The purchase price was primarily allocated to definite-lived intangible assets and goodwill. 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, which is an income approach. The fair value
measurements are classified as Level 3 in the fair value hierarchy because they use significant unobservable 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 $125 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.
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 and $83 million in divestiture-related costs in 2023. 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.
72
Table of Contents
Note 3. Inventories
Inventories consisted of the following:
As of December 31,
2025
2024
(in millions)
Raw materials
$
1,015
$
958
Finished products
3,404
2,869
Inventories
$
4,419
$
3,827
Note 4. Property, Plant and Equipment
Property, plant and equipment consisted of the following:
As of December 31,
2025
2024
(in millions)
Land and land improvements
$
404
$
373
Buildings and building improvements
3,963
3,453
Machinery and equipment
14,610
12,732
Construction in progress
1,085
1,058
20,062
17,616
Accumulated depreciation
(9,395)
(8,135)
Property, plant and equipment, net
$
10,667
$
9,481
Capital expenditures as presented on the statement of cash flow were approximately $1.3 billion, $1.4 billion and $1.1 billion for the years
ended December 31, 2025, 2024 and 2023, respectively, and excluded $481 million, $458 million and $471 million, respectively, for accrued
capital expenditures not yet paid.
73
Table of Contents
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 14 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,
2025
2024
2023
(in millions)
Operating lease cost
$
246
$
234 $
223
Finance lease cost:
Amortization of ROU assets
160
144
130
Interest on lease liabilities
21
18
15
Short-term lease cost
17
15
12
Variable lease cost
527
637
766
Sublease income
(3)
(3)
(4)
Total lease cost
$
968
$
1,045 $
1,142
Supplemental cash flow information related to leases was as follows:
For the Years Ended December 31,
2025
2024
2023
(in millions)
Cash paid for amounts included in the measurement of
lease liabilities:
Operating cash flows from operating leases
$
(241)
$
(228) $
(222)
Operating cash flows from finance leases
(21)
(18)
(15)
Financing cash flows from finance leases
(155)
(139)
(125)
ROU assets obtained in exchange for lease obligations:
Operating leases
$
141
$
272 $
197
Finance leases
251
124
163
74
Table of Contents
Supplemental balance sheet information related to leases was as follows:
As of December 31,
2025
2024
(in millions)
Operating Leases
Operating lease ROU assets
$
731
$
767
Other current liabilities
$
164
$
172
Long-term operating lease liabilities
599
623
Total operating lease liabilities
$
763
$
795
Finance Leases
Property, plant and equipment, net
$
402
$
292
Current portion of long-term debt
$
137
$
126
Long-term debt
286
183
Total finance lease liabilities
$
423
$
309
Weighted Average Remaining Lease Term
Operating leases
6.3 years
6.7 years
Finance leases
4.2 years
3.3 years
Weighted Average Discount Rate
Operating leases
5.4 %
5.5 %
Finance leases
4.8 %
5.1 %
Maturities of lease liabilities were as follows:
As of December 31, 2025
Operating Leases
Finance Leases
(in millions)
Year Ending December 31:
2026
$
206
$
153
2027
155
109
2028
135
78
2029
105
52
2030
90
34
Thereafter
216
39
Total future undiscounted lease payments
$
907
$
465
less: imputed interest
(144)
(42)
Total reported lease liability
$
763
$
423
75
Table of Contents
Note 6. Goodwill and Intangible Assets
Goodwill
Changes in goodwill consisted of:
Latin America
AMEA
Europe
North America
Total
(in millions)
Balance at December 31, 2023
$
1,607 $
3,065 $
8,350 $
10,874 $
23,896
Currency
(291)
(147)
(508)
(55)
(1,001)
Acquisition
—
122
—
—
122
Balance at December 31, 2024
$
1,316 $
3,040 $
7,842 $
10,819 $
23,017
Currency
184
85
1,042
30
1,341
Other
—
3
—
(25)
(22)
Balance at December 31, 2025
$
1,500 $
3,128 $
8,884 $
10,824 $
24,336
(1)
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:
As of December 31, 2025
As of December 31, 2024
Gross carrying
amount
Accumulated
amortization
Net carrying
amount
Gross carrying
amount
Accumulated
amortization
Net carrying
amount
(in millions)
Indefinite-life intangible assets
$
18,647
$
—
$
18,647 $
17,770
$
— $
17,770
Definite-life intangible assets
3,477
(2,496)
981
3,306
(2,228)
1,078
Total
$
22,124
$
(2,496)
$
19,628 $
21,076
$
(2,228) $
18,848
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 and trademarks. The weighted-average amortization period for our definite-life intangible
assets is approximately 16 years, which is primarily driven by recently acquired customer-related intangibles.
Amortization expense for definite-life intangible assets was $142 million in 2025, $153 million in 2024 and $151 million in 2023. For the next
five years, we estimate annual amortization expense of approximately $102 million in 2026, $94 million in 2027, $89 million in 2028, $87
million in 2029 and $86 million in 2030 (reflecting December 31, 2025 exchange rates).
In 2025, 2024 and 2023, there were no goodwill impairments as 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 valuation
inputs 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.
We recognized intangible asset impairment charges of $33 million in 2025, $153 million in 2024, and $26 million in 2023 to reduce the
carrying amounts of certain brands to their estimated fair values. Those charges are reported within asset impairment and exit costs in the
consolidated statements of earnings. The 2025 impairments related to two biscuit brands in the Europe segment, one biscuit brand in the
AMEA segment and one candy brand in the Latin America segment. The 2024 impairments 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 2023 impairments
related to a chocolate brand in the North America segment and a biscuit brand in the Europe segment.
Including the four brands for which we recognized impairments in 2025, we identified five brand intangibles, as part of our annual test, for
which fair value exceeded book value by less than 10%. The aggregate carrying value of
(1)
76
Table of Contents
those five brands was $1.5 billion as of December 31, 2025. We are closely monitoring the performance of those brands and if there are
adverse changes to the related sales and earnings forecasts in the future, whether caused by business-specific or broader macroeconomic
factors, one or more of those indefinite-life intangible assets could become impaired.
Note 7. Investments
Equity Method Investments
Our current equity method investments primarily relate to our ownership interests in Dong Suh Foods Corporation and Dong Suh Oil & Fats
Co. Ltd. As of December 31, 2025, we owned 50.0% and 49.0%, respectively, of these companies' outstanding shares. Our ownership
interests may change over time due to investee stock-based compensation arrangements, share issuances or other equity-related
transactions.
Our investments accounted for under the equity method of accounting totaled $667 million as of December 31, 2025 and $635 million as of
December 31, 2024. We recorded equity earnings and cash dividends of $65 million and $45 million in 2025, equity earnings and cash
dividends of $168 million and $115 million in 2024 and equity earnings and cash dividends of $160 million and $137 million in 2023. The
activity during 2024 and 2023 included our prior investment in JDE Peet’s N.V. (Euronext Amsterdam: “JDEP”).
JDEP Transactions
On August 24, 2025, Keurig Dr Pepper Inc. (Nasdaq: “KDP”) and JDEP entered into a definitive agreement under which KDP would acquire
JDEP. As a result of that definitive agreement, we became entitled to a cash payment of €145 million ($169 million) from JAB Holding
Company (“JAB”) that we received in 2025. The related gain is reported within gain/(loss) on equity method investment transactions in the
consolidated statements of earnings.
In the first quarter of 2024 we recorded an impairment charge of €612 million ($665 million) related to our JDEP investment. This charge was
included within gain/(loss) on equity method investment transactions in the consolidated statements of earnings. In the fourth quarter of 2024,
we sold our remaining 85.9 million shares in JDEP to JAB. We received €2.2 billion ($2.3 billion) of proceeds and recorded a gain of €313
million ($332 million).
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).
Marketable Securities
During the first quarter of 2023, our ownership in KDP fell to below 5% of the outstanding shares, resulting in a change in the 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). Prior to the change in accounting for our KDP investment, we sold 30 million shares
and received proceeds of $1.0 billion and recorded a pre-tax gain on equity method transactions of $493 million ($368 million after-tax)
during 2023.
Subsequently in 2023, we sold the remainder of our shares of KDP (46 million) and received proceeds of $1.4 billion, exiting our investment
in the company.
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.
77
Table of Contents
Note 8. Debt and Borrowing Arrangements
Short-Term Borrowings
Our short-term borrowings and related weighted-average interest rates consisted of:
As of December 31,
2025
2024
Amount
Outstanding
Weighted-
Average Rate
Amount
Outstanding
Weighted-
Average Rate
(in millions, except percentages)
Commercial paper
$
2,614
3.5 % $
—
— %
Bank loans
74
7.7 %
71
12.1 %
Total short-term borrowings
$
2,688
$
71
Our uncommitted and committed credit facilities available include:
As of December 31,
2025
2024
Facility Amount
Borrowed Amount
Facility Amount
Borrowed Amount
(in millions)
Uncommitted credit facilities
$
882
$
71
$
784
$
71
Credit facilities :
February 19, 2025
—
—
1,500
—
February 18, 2026
1,500
—
—
—
February 23, 2027
—
—
4,500
—
February 19, 2030
4,500
—
—
—
(1) On February 19, 2025, our $1.5 billion 364-day senior unsecured revolving credit agreement dated as of February 21, 2024 expired and we entered into a $1.5 billion 364-
day senior unsecured revolving credit agreement that will expire on February 18, 2026. Additionally, we early terminated our $4.5 billion five-year senior unsecured revolving
credit agreement dated as of February 23, 2022, and entered into a $4.5 billion five-year senior unsecured revolving credit agreement that will expire on February 19, 2030.
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 any mark-to-market accounting for pensions and other retirement plans. At
December 31, 2025, we complied with this covenant. 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.
During 2023, we repaid $2.0 billion in term loans related to 2022 credit facility borrowings.
(1)
78
Table of Contents
Long-Term Debt
Our long-term debt consisted of (interest rates are as of December 31, 2025):
As of December 31,
2025
2024
(in millions)
U.S. dollar notes, 1.250% to 7.000% (weighted-average effective rate 3.660%), due through 2050
$
9,180
$
8,834
Euro notes, 0.000% to 2.375% (weighted-average effective rate 0.975%), due through 2041
8,092
7,122
Pound sterling notes, 3.875% to 4.500% (weighted-average effective rate 4.151%), due through 2045
353
327
Swiss franc notes
—
221
Canadian dollar notes, 4.625% (effective rate 4.719%), due through 2031
469
864
Finance leases and other
423
310
Total
18,517
17,678
less: current portion of long-term debt
(1,295)
(2,014)
Long-term debt
$
17,222
$
15,664
(1) Amounts are shown net of unamortized discounts, premiums and bank fees of $(119) million and imputed interest on finance leases of $(42) million.
Over the next five years, aggregate principal maturities of our long-term debt, including finance leases, are (in millions):
2026
2027
2028
2029
2030
Thereafter
Total
$1,312
$1,740
$2,121
$2,246
$1,284
$9,975
$18,678
Debt Repayments
During 2025, we repaid the following notes (in millions):
Interest Rate
Maturity Date
Amount
USD Equivalent
3.250%
March 2025
C$600
$417
1.500%
May 2025
$750
$750
4.250%
September 2025
$500
$500
1.125%
December 2025
Fr.200
$253
(1) Repaid by Mondelez International Holdings Netherlands B.V. ("MIHN"), a wholly owned Dutch subsidiary of Mondelēz International, Inc.
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
$500
$500
0.000%
September 2024
€300
$333
0.750%
September 2024
$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 9, Financial Instruments for additional detail on these exchangeable bonds.
(1)
(1)
(1)
(1) (2)
(1)
79
Table of Contents
Debt Issuances
During 2025, we issued the following notes (in millions):
Issuance Date
Interest Rate
Maturity Date
Principal Amount
Principal Amount
USD Equivalent
May 2025
4.250%
May 2028
$700
$700
May 2025
4.500%
May 2030
$500
$500
May 2025
5.125%
May 2035
$400
$400
During 2024, we issued the following notes (in millions):
Issuance Date
Interest Rate
Maturity Date
Principal Amount
Principal Amount
USD Equivalent
February 2024
4.750%
February 2029
$550
$550
July 2024
4.625%
July 2031
C$650
$473
August 2024
4.750%
August 2034
$500
$500
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 all of our long-term debt, excluding finance lease obligations, was determined using quoted
prices in active markets (Level 1 valuation data).
As of December 31,
2025
2024
(in millions)
Fair Value
$
19,553
$
15,846
Carrying Value
21,205
17,749
Interest and Other Expense, net
Interest and other expense, net consisted of:
For the Years Ended December 31,
2025
2024
2023
(in millions)
Interest expense
$
599
$
508
$
550
Loss on debt extinguishment and related expenses
—
—
1
Other income, net
(317)
(328)
(241)
Interest and other expense, net
$
282
$
180
$
310
Other income, net includes amortization of amounts excluded from our assessment of hedge effectiveness related to our net investment
hedge derivative contracts, foreign currency transaction gains and losses on certain foreign currency denominated assets and liabilities,
gains and losses on certain foreign currency derivative contracts, interest income and other non-operating items. Refer to Note 9, Financial
Instruments for additional information about our hedging activities.
80
Table of Contents
Note 9. Financial Instruments
Derivatives and Hedging Activities
We use derivative 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 derivatives with investment
grade counterparties, limiting our level 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 market standard derivatives contracts as provided by the International Swaps and Derivatives Association and other similar
local framework agreements. We manage derivative market risk by limiting the types of derivative instruments and derivative strategies we
use and the volume of market risk that we plan to hedge through the use of derivative instruments. We do not use derivatives for speculative
purposes.
Foreign currency derivatives. We enter into foreign currency forward, option and swap contracts to economically hedge our exposure to
changes in exchange rates from certain forecasted transactions and recognized assets and liabilities. Those derivative contracts are not
designated for hedge accounting treatment. We also enter into foreign currency forward and option contracts designated as net investment
hedges of certain investments in our non-U.S. operations against movements in exchange rates.
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 to economically hedge those risks. We buy and sell
commodity futures to hedge future purchase commitments and we occasionally use related futures to cross-hedge a commodity exposure.
Derivative contracts used to hedge commodity price risk are not designated for hedge accounting treatment. Additionally, our commodity
forward contracts generally qualify for the normal purchases scope exception and therefore are not subject to derivative mark-to-market
accounting.
Interest rate derivatives. We are exposed to interest rate risk related to variable-rate financial assets and liabilities and forecasted
borrowings. We use various interest rate derivative instruments, including, for example, interest rate swaps and treasury rate locks, to
manage that interest rate risk. We have designated certain interest rate derivatives hedging forecasted borrowings and interest receipts on
recognized financial assets as cash flow hedges. Other outstanding interest rate derivatives are not designated for hedge accounting
treatment.
Cross-currency swap derivatives. We enter into cross-currency swaps designated as cash flow hedges to hedge currency exchange and
interest rate risk on certain debt denominated in a different currency than the functional currency of the borrowing entity. We also enter into
cross-currency swaps designated as net investment hedges of certain investments in our non-U.S. operations against movements in
exchange rates.
Non-U.S. dollar debt designated as net investment hedges. We have designated certain non-U.S. dollar-denominated debt instruments as
hedges of our net investments in certain of our foreign operations. The foreign currency transaction gains and losses from remeasurements
of those non-U.S. dollar denominated debt instruments are recognized within the cumulative translation adjustment component of
accumulated other comprehensive earnings/(losses) and they offset the cumulative translation adjustments from our net investments in the
foreign operations being hedged.
81
Table of Contents
Derivative instruments and corresponding hedge type were recorded at fair value in the consolidated balance sheets as follows:
As of December 31,
2025
2024
Asset
Derivatives
Liability
Derivatives
Asset
Derivatives
Liability
Derivatives
Type of Hedge
(in millions)
Derivatives designated as
accounting hedges :
Foreign currency contracts
NIH
$
3
$
300
$
5
$
5
Interest rate contracts
CF
1
3
2
11
Cross-currency swap contracts
CF/NIH
238
370
382
69
242
673
389
85
Derivatives not designated as
accounting hedges:
Foreign currency contracts
$
161
$
182
$
302
$
118
Commodity contracts
422
924
2,205
1,522
Interest rate contracts
1
1
3
—
584
1,107
2,510
1,640
Total fair value
$
826
$
1,780
$
2,899
$
1,725
(1) Derivative contracts designated as either cash flow (“CF”) or net investment hedging (“NIH”) instruments.
(2) We 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 8, Debt and Borrowing Arrangements. Non-U.S. dollar denominated debt designated as net investment hedges is
also disclosed in the Notional Amounts of Derivatives and Other Hedging Instruments 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 sheets as follows:
As of December 31,
2025
2024
(in millions)
Other current assets
$
664
$
2,545
Other assets
162
354
Other current liabilities
1,328
1,641
Other liabilities
452
84
Certain exchange-traded commodity contracts require us to receive from or pay to a broker an amount of cash related to the daily fluctuation
in value of the futures contract. Such cash collateral held or placed is known as variation margin and is recorded as other current assets and
liabilities. The net asset variation margin balances for futures contracts were $364 million and $263 million as of December 31, 2025 and
December 31, 2024, respectively. These balances are excluded from the table above. Our over-the-counter ("OTC") derivative transactions
are governed by International Swaps and Derivatives 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.
Fair Value Measurements of Derivative Instruments
Level 1 fair value measurements use quoted prices in active markets for identical assets or liabilities. 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 fair value measurements use quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar
assets or liabilities in markets with insufficient volume or infrequent transactions, or model-based valuations in which significant inputs are
observable in the market. Level 2 financial assets and liabilities
(1)
(2)
82
Table of Contents
consist primarily of OTC foreign currency forwards, options and swaps; OTC commodity options; interest rate swaps; and cross-currency
swaps. 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 foreign currency contracts, interest rate swaps, and cross-currency swaps is derived from a discounted
cash flow model based on the terms of the contract and the observable market inputs such as interest rate curves and forward rates. Our
calculation of the fair value of financial instruments takes into consideration the risk of nonperformance, including counterparty credit risk.
Level 3 fair value measurements use significant unobservable inputs and include the use of judgment by management about the
assumptions market participants would use in pricing the asset or liability.
The fair value measurements (asset/(liability)) of our derivative instruments were classified in the fair value hierarchy as follows:
As of December 31, 2025
Total
Fair Value of Net
Asset/(Liability)
Quoted Prices in
Active Markets
for Identical
Assets/(Liabilities)
(Level 1)
Significant
Other Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
(in millions)
Foreign currency contracts
$
(318)
$
—
$
(318)
$
—
Commodity contracts
(502)
(188)
(314)
—
Interest rate contracts
(2)
—
(2)
—
Cross-currency swap contracts
(132)
—
(132)
—
Total derivatives
$
(954)
$
(188)
$
(766)
$
—
As of December 31, 2024
Total
Fair Value of Net
Asset/(Liability)
Quoted Prices in
Active Markets
for Identical
Assets/(Liabilities)
(Level 1)
Significant
Other Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
(in millions)
Foreign currency contracts
$
184
$
—
$
184
$
—
Commodity contracts
683
(111)
794
—
Interest rate contracts
(6)
—
(6)
—
Cross-currency swap contracts
313
—
313
—
Total derivatives
$
1,174
$
(111)
$
1,285
$
—
83
Table of Contents
Notional Amounts of Derivatives and Other Hedging Instruments
The gross notional values of our derivative instruments, as well as non-U.S. dollar debt designated as net investment hedging instruments,
were:
Notional Amount
As of December 31,
2025
2024
(in millions)
Foreign currency contracts
$
19,853
$
13,724
Commodity contracts
14,463
16,210
Interest rate contracts
1,932
4,189
Cross-currency swap contracts
6,912
9,608
Non-U.S. dollar debt designated as net investment hedges:
Euro notes
3,741
3,298
Swiss franc notes
—
220
Canadian dollar notes
474
869
Cash Flow Hedges
Our derivative instruments designated as cash flow hedges include interest rate swaps and cross-currency swaps. As of December 31, 2025,
the aggregate notional value of those derivatives was $1.0 billion.
Cash flow hedge activity, net of taxes, is recorded within accumulated other comprehensive earnings/(losses). Refer to Note 14,
Accumulated Other Comprehensive Earnings/(Losses) for additional information on current period activity. Based on current market
conditions, $38 million of gains, net of taxes, included in accumulated other comprehensive earnings/(losses) from cash flow hedges as of
December 31, 2025 are expected to be recognized into earnings during the next 12 months.
As of December 31, 2025, our longest dated cash flow hedges were interest rate swaps that hedge forecasted interest receipts over the next
3 years.
Hedges of Net Investments in International Operations
Derivative contracts designated as net investment hedges
We enter into foreign currency contracts and cross-currency swaps to hedge certain investments in our non-U.S. operations against
movements in exchange rates. As of December 31, 2025, the aggregate notional value of those derivatives was $9.5 billion.
Net investment hedge derivative contract pre-tax impacts on other comprehensive earnings/(losses) and net earnings were:
For the Years Ended December 31,
2025
2024
2023
(in millions)
Gain/(loss) on NIH contracts
Foreign currency contracts
$
(416)
$
38
$
88
Cross-currency swap contracts
(609)
356
(330)
Total
$
(1,025)
$
394
$
(242)
Amounts excluded from the assessment of hedge effectiveness
Foreign currency contracts
$
117
$
7
$
28
Cross-currency swap contracts
147
179
120
Total
$
264
$
186
$
148
(1) Amounts recorded for unsettled and settled NIH derivative contracts are recorded within the cumulative translation adjustment section of other comprehensive
earnings/(losses).
(2) We assess the effectiveness of NIH relationships based on spot rates and amortize the initial value attributable to the excluded component to earnings over the life of the
hedging instrument within interest and other expense, net.
(1)
(2)
84
Table of Contents
Non-U.S. dollar debt designated as net investment hedges
Pre-tax gains/(losses) related to non-U.S. dollar debt designated as hedges of net investments in international operations, which are
recorded within the cumulative translation adjustment section of other comprehensive earnings/(losses), were:
For the Years Ended December 31,
2025
2024
2023
(in millions)
Euro notes
$
(443)
$
219
$
(106)
Swiss franc notes
(33)
18
(54)
Canadian dollar notes
(21)
58
(10)
Total
$
(497)
$
295
$
(170)
Derivatives Not Designated as Accounting Hedges
Pre-tax gains/(losses) recorded in net earnings for economic hedges were:
For the Years Ended December 31,
2025
2024
2023
(in millions)
Foreign currency contracts:
Cost of sales
$
(236)
$
106
$
17
Selling, general and administrative expenses
(9)
(8)
—
Interest and other expense, net
35
89
15
Commodity contracts - Cost of sales
(984)
1,759
262
Interest rate contracts - Interest and other expense, net
1
3
5
Equity method investment contracts - Gain/(loss) on equity method investment
transactions
—
—
7
Total
$
(1,193)
$
1,949
$
306
(1) Equity method investment contracts consisted of the bifurcated embedded derivative option that was a component of the September 20, 2021 €300 million exchangeable
bonds issuance and expired on September 20, 2024. Refer to Note 8, Debt and Borrowing Arrangements for additional information.
(1)
85
Table of Contents
Fair Value of Contingent Consideration
Contingent consideration liabilities, which reflect earn-out arrangements from business combinations, are recorded at fair value each period,
with changes in fair value reported in earnings. The fair values of our contingent consideration liabilities were $149 million and $179 million
as of December 31, 2025 and December 31, 2024, respectively. Contingent consideration liabilities are primarily recorded in other liabilities in
the consolidated balance sheets and changes in their fair values are primarily recorded in selling, general and administrative expenses in the
consolidated statements of earnings.
The estimated fair values of our contingent consideration liabilities were primarily determined using Monte Carlo simulations. Significant
assumptions used in assessing the fair values of the liabilities include financial projections for net revenue, gross profit, and EBITDA, as well
as discount and volatility rates. Fair value measurements of contingent consideration liabilities are classified as Level 3 in the fair value
hierarchy because they use significant unobservable inputs.
Contingent consideration liabilities include an earn-out arrangement related to the acquisition of Clif Bar & Company (“Clif Bar”) in 2022. The
possible payments under that arrangement 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 our base financial projections for the business.
The following is a summary of our contingent consideration liability activity:
For the Years Ended December 31,
2025
2024
2023
(in millions)
Liability at the beginning of the period
$
179
$
680
$
642
Contingent consideration arising from acquisitions
—
49
—
Changes in fair value
(34)
(394)
128
Payments
—
(155)
(90)
Currency
4
(1)
—
Liability at the end of the period
$
149
$
179
$
680
86
Table of Contents
Note 10. 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
2025
2024
2025
2024
(in millions)
Projected benefit obligation at January 1
$
1,183
$
1,206
$
6,753
$
7,404
Service cost
3
3
62
59
Interest cost
37
60
287
283
Benefits paid
(32)
(41)
(476)
(446)
Settlements paid
(877)
(48)
(279)
(1)
Actuarial (gains)/losses
(7)
3
(278)
(271)
Currency
—
—
645
(312)
Other
—
—
29
37
Projected benefit obligation at December 31
307
1,183
6,743
6,753
Fair value of plan assets at January 1
1,200
1,277
7,297
7,907
Actual return on plan assets
51
8
192
42
Contributions
10
4
101
109
Benefits paid
(32)
(41)
(476)
(446)
Settlements paid
(877)
(48)
(279)
(1)
Currency
—
—
690
(324)
Other
(23)
—
(37)
10
Fair value of plan assets at December 31
329
1,200
7,488
7,297
Net pension assets at December 31
$
22
$
17
$
745
$
544
The accumulated benefit obligation, which represents benefits earned to the measurement date, for U.S. pension plans was $0.3 billion at
December 31, 2025 and $1.2 billion at December 31, 2024. The accumulated benefit obligation for non-U.S. pension plans was $6.6 billion at
both December 31, 2025 and December 31, 2024.
The actuarial (gain)/loss for our pension plans in 2025 and 2024 was 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 $767 million as of December 31, 2025 and a net pension
asset of $561 million as of December 31, 2024. We recognized these amounts in our consolidated balance sheets as follows:
As of December 31,
2025
2024
(in millions)
Prepaid pension assets
$
1,220
$
987
Other current liabilities
(31)
(35)
Accrued pension costs
(422)
(391)
$
767
$
561
87
Table of Contents
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,
2025
2024
2025
2024
(in millions)
Projected benefit obligation
$
16
$
24
$
581
$
557
Accumulated benefit obligation
16
24
536
514
Fair value of plan assets
2
2
150
157
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,
2025
2024
2025
2024
Discount rate
5.48 %
5.18 %
4.59 %
4.45 %
Rate of compensation increase
4.00 %
4.00 %
3.08 %
3.10 %
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.
Components of Net Periodic Pension (Benefit)/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,
2025
2024
2023
2025
2024
2023
(in millions)
Service cost
$
3
$
3
$
3
$
62
$
59
$
54
Interest cost
37
60
64
287
283
303
Expected return on plan assets
(50)
(89)
(99)
(444)
(428)
(403)
Amortization of net loss and prior service cost
3
1
1
73
64
41
Settlement losses and other expenses
293
14
17
55
—
1
Net periodic pension (benefit)/cost
$
286
$
(11)
$
(14)
$
33
$
(22)
$
(4)
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 pension (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.
88
Table of Contents
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,
2025
2024
2023
2025
2024
2023
Discount rate
5.18 %
5.22 %
5.55 %
4.45 %
4.03 %
4.51 %
Expected rate of return on plan assets
5.43 %
6.25 %
6.25 %
5.93 %
5.54 %
5.41 %
Rate of compensation increase
4.00 %
4.00 %
4.00 %
3.10 %
3.20 %
3.22 %
Pension Plan Settlements
Mondelēz Global LLC Retirement Plan Settlement
During 2024, we entered into agreements with two third-party insurance companies to purchase buy-in annuity contracts to cover the
liabilities associated with the Mondelēz Global LLC Retirement Plan (“MDLZ Global Plan”), the pension plan for U.S. salaried employees. The
agreements provided us with the option to elect a buy-out conversion, at which time full responsibility of the MDLZ Global Plan obligations
would transfer to the insurance companies. During the second quarter of 2025, we elected the buy-out conversion and recognized a non-
cash pre-tax settlement loss of $282 million as a component of our net periodic pension cost.
Mondelez Canada Inc. - Trusteed Hourly Retirement Plan and Retirement Plan Settlement
During the third quarter of 2025, we entered into an agreement with a third-party insurance company to buy-out the retiree participants'
obligations of the Mondelez Canada Inc. Trusteed Hourly Retirement Plan and Mondelez Canada Inc. Retirement Plan. The obligations were
transferred to the insurance company and we recognized a non-cash pre-tax settlement loss of $54 million as a component of our net
periodic pension cost in the third quarter of 2025.
These settlement losses are recorded within benefit plan non-service (expense)/income in the consolidated statements of earnings.
89
Table of Contents
Plan Assets
The fair value of pension plan assets was determined using the following fair value measurements:
As of December 31, 2025
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
853
758
95
—
Total equity securities
854
759
95
—
Government bonds
1,910
77
1,833
—
Pooled funds - fixed-income securities
1,160
1,021
139
—
Corporate bonds and fixed-income securities
686
289
397
—
Buy-in annuity contracts and other
1,154
—
—
1,154
Total fixed-income securities
4,910
1,387
2,369
1,154
Real estate
274
210
—
64
Private equity
3
—
—
3
Cash and other
80
74
6
—
Total assets in the fair value hierarchy
$
6,121
$
2,430
$
2,470
$
1,221
Investments measured at net asset value
1,590
Total investments at fair value
$
7,711
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
We excluded plan assets of $106 million at December 31, 2025 and $96 million at December 31, 2024 from the above tables related to
certain insurance contracts as they are reported at contract value, in accordance with authoritative guidance.
90
Table of Contents
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’ judgments about the 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. The fair value of the MDLZ Global Plan buy-in annuity was 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,
2025
Balance
Net Realized
and Unrealized
Gains/
(Losses)
Net Purchases,
Issuances and
Settlements
Net Transfers
Into/(Out of)
Level 3
Currency
Impact
December 31,
2025
Balance
(in millions)
Buy-in annuity contracts and
other
$
2,082
$
(12)
$
(1,005)
$
—
$
89
$
1,154
Real estate
63
1
—
—
—
64
Private equity and other
4
—
(1)
—
—
3
Total Level 3 investments
$
2,149
$
(11)
$
(1,006)
$
—
$
89
$
1,221
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
3
—
—
—
1
4
Total Level 3 investments
$
1,536
$
(62)
$
702
$
—
$
(27)
$
2,149
The decrease in Level 3 pension plan investments during 2025 was related to net purchases, issuances and settlements, including the
settlement of the MDLZ Global Plan buy-in annuity, and return on plan assets, partially offset by currency impact. 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
91
Table of Contents
offset by a decreased return on plan assets and currency impact.
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
2025
2024
2025
2024
Equity securities
19%
4%
14%
14%
Fixed-income securities
70%
21%
64%
64%
Real estate
—
—
5%
4%
Buy-in annuity contracts
—
75%
16%
17%
Cash
11%
—
1%
1%
Total
100%
100%
100%
100%
For our 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 75% 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 12% equity
securities, 56% fixed-income securities, 27% buy-in annuity contracts and 5% real estate.
Employer Contributions
In 2025, we contributed $10 million to our U.S. pension plans and $78 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 2026, we estimate that our pension contributions will be $1 million to our U.S. plans and $77 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, 2025 were (in millions):
2026
2027
2028
2029
2030
2031-2035
U.S. Plans
$35
$18
$19
$19
$20
$106
Non-U.S. Plans
454
436
438
446
450
2,281
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 requiring pro-rata monthly payments over 20 years and we recorded a discounted liability of $491 million at that time. In connection with
the discounted long-term liability, we recorded accreted interest of $9 million in 2025, $10 million in 2024 and $10 million 2023 within interest
and other expense, net in the consolidated statements of earnings. As of December 31, 2025, the remaining discounted withdrawal liability
was $294 million, with $16 million recorded in other current liabilities and $278 million recorded in other liabilities in the consolidated balance
sheet.
92
Table of Contents
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 for
defined contribution plans totaled $75 million in 2025, $68 million in 2024 and $66 million 2023.
Postretirement Benefit Plans
Obligations and Funded Status
The changes in and the amount of the accrued benefit obligation of U.S. and non-U.S. plans were:
As of December 31,
2025
2024
(in millions)
Accrued benefit obligation at January 1
$
183
$
205
Service cost
1
1
Interest cost
10
10
Benefits paid
(15)
(17)
Plan amendments
(33)
—
Currency
3
(7)
Actuarial losses/(gains)
6
(9)
Accrued benefit obligation at December 31
155
183
Fair value of plan assets at January 1
74
70
Employer Contributions
10
14
Benefit Payments
(15)
(17)
Actual Return on Assets
7
7
Fair value of plan assets at December 31
76
74
Net postretirement plan liabilities at December 31
$
79
$
109
The fair value of plan assets as of December 31, 2025 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 $5 million at December 31, 2025 and $11 million at December 31,
2024 is included in other current liabilities and the long-term portion of $74 million at December 31, 2025 and $98 million at December 31,
2024 is presented as accrued postretirement health care costs in our consolidated balance sheets.
The actuarial losses/(gains) for our postretirement plans in 2025 and 2024 were driven by 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,
2025
2024
2025
2024
Discount rate
5.55 %
5.70 %
5.98 %
5.77 %
Health care cost trend rate assumed for next year
7.00 %
6.50 %
4.98 %
5.04 %
Ultimate health care cost trend rate
5.00 %
5.00 %
4.60 %
4.64 %
Year that the rate reaches the ultimate trend rate
2034
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
93
Table of Contents
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.
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.
Net Periodic Postretirement Health Care (Benefits)/Costs
The net periodic postretirement benefit was $12 million, $11 million and $5 million for the years ended December 31, 2025, 2024 and 2023,
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,
2025
2024
2023
2025
2024
2023
Discount rate
5.70%
5.20%
5.53%
5.77%
5.72%
6.07%
Expected rate of return
on plan assets
7.50%
7.25%
—
—
—
—
Health care cost trend rate
7.00%
6.50%
7.00%
4.98%
5.04%
5.98%
Future Benefit Payments
Our estimated future benefit payments for our postretirement health care plans at December 31, 2025 were (in millions):
2026
2027
2028
2029
2030
2031-2035
U.S. Plans
$9
$4
$4
$4
$4
$24
Non-U.S. Plans
5
5
5
5
5
27
Other Costs
We made contributions to multiemployer medical plans totaling $18 million in 2025, $17 million in 2024 and $18 million in 2023. 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,
2025
2024
(in millions)
Accrued benefit obligation at January 1
$
93
$
92
Service cost
9
9
Interest cost
8
7
Benefits paid
(27)
(21)
Actuarial (gains)/losses
(5)
6
Accrued benefit obligation at December 31
$
78
$
93
The accrued benefit obligation was determined using a weighted-average discount rate of 6.3% in 2025 and 9.1% in 2024, an assumed
weighted-average ultimate annual turnover rate of 0.7% in 2025 and 0.8% in 2024, assumed compensation cost increases of 4.0% in 2025
and 2024 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.
94
Table of Contents
Net Periodic Postemployment Costs
The net periodic postemployment cost was $20 million for the years ended December 31, 2025 and 2024 and $4 million for the year ended
December 31, 2023.
As of December 31, 2025, 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 2026 is approximately $2 million.
Note 11. 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. The District Court heard argument on these motions in March
2024 and took them under submission. 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. In the second quarter of 2024, we reached a negotiated resolution in this matter. At that time, we had accrued on a pre-tax
basis, a liability of €337.5 million ($376 million). 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.
95
Table of Contents
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, 2025 and December 31, 2024, we had
no material third-party guarantees recorded on our consolidated balance sheets.
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.
Note 12. 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, 2025, 2024 and 2023. Shares of Common Stock issued, in treasury
and outstanding, were:
Shares Issued
Treasury Shares
Shares
Outstanding
Balance at January 1, 2023
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
Shares repurchased
—
(39,604,831)
(39,604,831)
Exercise of stock options and issuance of
other stock awards
—
3,352,107
3,352,107
Balance at December 31, 2025
1,996,537,778
(714,961,364)
1,281,576,414
Stock plan awards to employees and non-employee directors are issued from treasury shares. At December 31, 2025, 68.1 million shares of
Common Stock held in treasury were reserved for stock options and other stock awards.
Share Repurchase Program
Effective January 1, 2025, our Board of Directors approved a program authorizing the repurchase of $9.0 billion of our Common Stock
through December 31, 2027. Repurchases under the program are determined by management and are wholly discretionary.
During the year ended December 31, 2025, we repurchased approximately 40 million shares of Common Stock at an average cost of $58.02
per share, or an aggregate cost of approximately $2.3 billion, all of which was paid during the period. All share repurchases were funded
through available cash and commercial paper issuances. As of December 31, 2025, we have approximately $6.7 billion in remaining share
repurchase capacity.
96
Table of Contents
Note 13. Stock Plans
Under our 2024 Performance Incentive Plan (the “2024 PIP”), we are authorized through May 21, 2034 to issue a maximum of 50.7 million
shares of our Common Stock. As of December 31, 2025, there were 47.0 million shares available to be granted.
Stock Compensation Plans
Stock Options
We recorded compensation expense related to stock options held by our employees of $27 million in 2025, $30 million in 2024 and $25
million in 2023 in our results from continuing operations. The deferred tax benefit recorded related to this compensation expense was $3
million in 2025, $5 million in 2024 and $4 million in 2023. The unamortized compensation expense related to our employee stock options was
$19 million at December 31, 2025 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
2025
4.06%
6 years
22.52%
3.09%
$12.63
2024
4.21%
5 years
20.93%
2.33%
$15.23
2023
4.18%
5 years
20.97%
2.32%
$13.57
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.
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, 2023
20,490,250
$
46.31
$
417 million
Granted
2,476,320
65.39
Exercised
(3,894,213)
39.59
$
123 million
Canceled
(394,237)
59.41
Balance at December 31, 2023
18,678,120
49.96
$
420 million
Granted
2,297,630
73.03
Exercised
(4,096,571)
43.30
$
121 million
Canceled
(400,010)
63.40
Balance at December 31, 2024
16,479,169
54.51
$
135 million
Granted
2,025,000
65.13
Exercised
(2,258,520)
42.59
$
49 million
Canceled
(523,730)
67.18
Balance at December 31, 2025
15,721,919
57.17
5 years
$
55 million
Exercisable at December 31, 2025
12,029,819
53.92
4 years
$
55 million
(1) Cash received from options exercised was $94 million in 2025, $175 million in 2024 and $152 million in 2023. The excess income tax benefit from stock option exercises
was $7 million in 2025, $19 million in 2024 and $21 million in 2023.
(1)
(1)
(1)
97
Table of Contents
Performance Share Units and Deferred Stock Units
We recorded compensation expense related to PSUs and DSUs of $87 million in 2025, $117 million in 2024 and $121 million in 2023 in our
results from continuing operations. The deferred tax benefit recorded related to this compensation expense was $14 million in 2025, $19
million in 2024 and $18 million in 2023. The unamortized compensation expense related to our PSUs and DSUs was $129 million at
December 31, 2025 and is expected to be recognized over a weighted-average period of 1.8 years.
Our PSU and DSU activity is reflected below:
Number
of Shares
Weighted-Average
Fair Value
Per Share
Weighted-Average
Aggregate
Fair Value
Balance at January 1, 2023
4,451,674
$
60.12
Units granted:
Performance share units
1,312,820
67.48
Deferred stock units
926,288
65.99
Total units granted
2,239,108
66.86
$
150 million
Vested
(1,772,439)
61.92
$
110 million
Forfeited
(365,177)
62.66
Balance at December 31, 2023
4,553,166
62.53
Units granted:
Performance share units
1,517,643
67.76
Deferred stock units
930,655
72.35
Total units granted
2,448,298
69.50
$
170 million
Vested
(2,075,329)
58.51
$
121 million
Forfeited
(389,561)
66.91
Balance at December 31, 2024
4,536,574
67.76
Units granted:
Performance share units
1,438,015
67.95
Deferred stock units
1,443,758
63.19
Total units granted
2,881,773
65.56
$
189 million
Vested
(1,562,811)
63.29
$
99 million
Forfeited
(518,412)
69.30
Balance at December 31, 2025
5,337,124
67.73
(1) Includes incremental PSUs issued over target.
(2) The income tax shortfall upon vesting of PSUs and DSUs was $1 million in 2025 and the excess tax benefit upon vesting of PSUs and DSUs was $7 million in 2024 and $3
million in 2023.
(3) 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, as long
as the requisite service has been provided.
(3)
(1)
(1)
(1) (2)
(1)
(1)
(1) (2)
(1)
(1)
(1) (2)
98
Table of Contents
Note 14. Accumulated Other Comprehensive Earnings/(Losses)
The following table summarizes the changes in the accumulated balances of each component of accumulated other comprehensive
earnings/(losses). Amounts reclassified from accumulated other comprehensive earnings/(losses) to net earnings (net of tax) were net losses
of $411 million in 2025, $21 million in 2024 and $84 million in 2023.
For the Years Ended December 31,
2025
2024
2023
(in millions)
Currency Translation Adjustments:
Balance at beginning of period
$
(11,017)
$
(9,574)
$
(9,808)
Currency translation adjustments
782
(1,390)
177
Tax effect
79
(63)
52
Other comprehensive earnings/(losses)
861
(1,453)
229
less: other comprehensive (earnings)/loss attributable to noncontrolling interests
(24)
10
5
Balance at end of period
(10,180)
(11,017)
(9,574)
Pension and Other Benefit Plans:
Balance at beginning of period
$
(1,402)
$
(1,323)
$
(1,105)
Net actuarial gain/(loss) arising during period
(5)
(233)
(229)
Tax effect on net actuarial gain/(loss)
89
51
39
Losses/(gains) reclassified into net earnings:
Amortization of net loss and prior service
61
52
25
Settlement losses and other expenses
348
14
18
Tax expense/(benefit) on reclassifications
(100)
(14)
(11)
Currency impact
(126)
51
(60)
Other comprehensive earnings/(losses)
267
(79)
(218)
Balance at end of period
(1,135)
(1,402)
(1,323)
Derivative Cash Flow Hedges:
Balance at beginning of period
$
(52)
$
(49)
$
(34)
Interest rate contracts gains/(losses)
(1)
(3)
(15)
Cross-currency swap contracts gains/(losses)
(81)
20
(35)
Other derivative gains/(losses)
(7)
1
(11)
Tax effect on net derivative gain/(loss)
(3)
6
(4)
Losses/(gains) reclassified into net earnings:
Interest rate contracts
6
10
8
Cross-currency swap contracts
90
(42)
40
Other derivative contracts
—
4
—
Tax expense/(benefit) on reclassifications
6
(3)
4
Currency impact
(7)
4
(2)
Other comprehensive earnings/(losses)
3
(3)
(15)
Balance at end of period
(49)
(52)
(49)
Accumulated other comprehensive losses:
Balance at beginning of period
$
(12,471)
$
(10,946)
$
(10,947)
Total other comprehensive earnings/(losses)
1,131
(1,535)
(4)
less: other comprehensive (earnings)/loss attributable to noncontrolling interests
(24)
10
5
Other comprehensive earnings/(losses)
1,107
(1,525)
1
Balance at end of period
$
(11,364)
$
(12,471)
$
(10,946)
(1) These reclassified losses/(gains) are included in net periodic benefit costs disclosed in Note 10, Benefit Plans.
(2) These reclassified losses/(gains) are recorded within interest and other expense, net.
(3) Taxes reclassified to earnings are recorded within the provision for income taxes.
(1)
(1)
(3)
(2)
(2)
(2)
(3)
99
Table of Contents
Note 15. Restructuring
2025 Restructuring Actions
In the fourth quarter of 2025, we implemented restructuring actions to reduce our cost structure and streamline our operations. We incurred
charges of $24 million in connection with those actions for employee severance and related costs. Those charges are classified within asset
impairment and exit costs and our cash payments for those charges through December 31, 2025 were not material.
Simplify to Grow Program
In 2014, our Board of Directors approved a multi-year restructuring program (“Simplify to Grow Program”), to reduce our operating cost
structure in both our supply chain and overhead costs. Total restructuring and related implementation charges of $5.4 billion were incurred
throughout the Simplify to Grow Program, which ended in December 2024.
We recorded restructuring charges of $77 million in 2024 and $106 million in 2023, primarily within asset impairment and exit costs. We
recorded implementation costs of $72 million in 2024 and $25 million in 2023 within cost of sales and selling, general and administrative
expenses.
The Simplify to Grow Program restructuring liability activity for the years ended December 31, 2025 and 2024 was:
Severance
and related
costs
Asset
Write-downs and Other
Total
(in millions)
Liability Balance, January 1, 2024
$
191
$
— $
191
Charges
56
21
77
Cash spent
(48)
—
(48)
Non-cash items
(1)
(21)
(22)
Currency
(10)
—
(10)
Liability Balance, December 31, 2024
188
—
188
Payments
(59)
—
(59)
Currency and other
(5)
—
(5)
Liability balance, December 31, 2025
$
124
$
— $
124
The liability for restructuring charges is included within other current liabilities and other liabilities.
100
Table of Contents
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,
2025
2024
2023
(in millions)
Earnings/(losses) from continuing operations before income taxes:
United States
$
750
$
1,688
$
1,500
Outside United States
2,264
4,573
4,380
$
3,014
$
6,261
$
5,880
Provision for income taxes:
United States federal:
Current
$
102
$
268
$
667
Deferred
54
98
(167)
156
366
500
State and local:
Current
(3)
83
123
Deferred
8
28
(50)
5
111
73
Total United States
161
477
573
Outside United States:
Current
667
861
784
Deferred
(46)
131
180
Total outside United States
621
992
964
Total provision for income taxes
$
782
$
1,469
$
1,537
101
Table of Contents
The effective income tax rate on pre-tax earnings differed from the U.S. federal statutory rate as follows:
For the Year Ended December 31,
2025
(in millions)
U.S. federal statutory rate
$
633
21.0 %
State and local income taxes, net of federal tax effect
37
1.2 %
Foreign tax effects:
Brazil:
Nontaxable or nondeductible items
(34)
(1.1)%
Other - Brazil
10
0.3 %
China
55
1.8 %
Germany:
Nontaxable or nondeductible items
(44)
(1.5)%
Other - Germany
7
0.2 %
Russia:
Cross-border tax laws - withholding tax
33
1.1 %
Other - Russia
24
0.8 %
Singapore
(37)
(1.2)%
Switzerland:
Changes in valuation allowances
45
1.5 %
Other - Switzerland
(44)
(1.5)%
Other foreign jurisdictions
162
5.4 %
Effects of changes in tax laws or rates enacted in the current period
—
— %
Effects of cross-border tax laws (net of foreign tax credits):
Global intangible low-taxed income
57
1.9 %
Other
(64)
(2.1)%
Tax credits
(17)
(0.6)%
Changes in valuation allowances
35
1.2 %
Nontaxable or nondeductible items
10
0.3 %
Changes in unrecognized tax benefits
(88)
(2.9)%
Other
2
0.1 %
Effective tax rate
$
782
25.9 %
The following states make up more than 50% of state income tax expense: California, Illinois, Texas, New Jersey and Pennsylvania.
102
Table of Contents
For the Years Ended December 31,
2024
2023
U.S. federal statutory rate
21.0%
21.0%
Increase/(decrease) resulting from:
State and local income taxes, net of federal tax benefit
1.2%
(0.1)%
Foreign rate differences
3.0%
2.0%
Changes in judgment on realizability of deferred tax assets
(0.2)%
(0.1)%
Net change in tax accruals
0.5%
(0.2)%
Tax accrual on investment in KDP (including tax impact of share sales)
—%
2.8%
Excess tax benefits from equity compensation
(0.4)%
(0.4)%
Tax legislation
0.2%
1.4%
Business sales
—%
(0.5)%
Tax benefit from legal entity reorganization
(2.3)%
—%
Foreign tax provisions under TCJA (GILTI, FDII and BEAT)
0.5%
0.6%
Tax impacts from the European Commission legal matter
—%
(0.4)%
Effective tax rate
23.5%
26.1%
(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.
Our 2025 effective tax rate was 25.9%, higher than the 21% U.S. federal statutory rate due to the net unfavorable impacts of our jurisdictional
mix of pretax income, foreign provisions under U.S. tax laws and a net increase to valuation allowances. This was partially offset by favorable
tax benefits related to audit settlements, final 2024 tax return filings and the tax treatment of certain foreign pension assets.
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 our
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 pretax income and applicable tax rates in various
non-U.S. jurisdictions. The 24.0% included a $150 million net tax expense related to pretax 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.
(1)
103
Table of Contents
Cash taxes paid, net of refunds, were as follows:
For the Year Ended
December 31,
2025
(in millions)
U.S. Federal
$
338
U.S. State
45
Total U.S.
383
Foreign:
China
91
Russia
69
Switzerland
63
Other foreign
468
Total foreign
691
Total
$
1,074
Tax effects of temporary differences that gave rise to deferred income tax assets and liabilities consisted of:
As of December 31,
2025
2024
(in millions)
Deferred income tax assets:
Accrued postretirement and postemployment benefits
$
44
$
50
Other employee benefits
168
154
Accrued expenses
629
647
Loss carryforwards
752
681
Tax credit carryforwards
773
736
Other
763
527
Total deferred income tax assets
3,129
2,795
Valuation allowance
(1,448)
(1,291)
Net deferred income tax assets
$
1,681
$
1,504
Deferred income tax liabilities:
Intangible assets
$
(3,310)
$
(3,083)
Property, plant and equipment
(875)
(777)
Accrued pension costs
(10)
(74)
Other
(680)
(662)
Total deferred income tax liabilities
(4,875)
(4,596)
Net deferred income tax liabilities
$
(3,194)
$
(3,092)
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 deferred tax asset related to
amortizable intangible assets to the amount more likely than not to be realized. Our total valuation allowance was $1,291 million as of
January 1, 2025 and $1,448 million as of December 31, 2025. The $157 million net change, which includes currency impacts, consisted of
$193 million additions less $36 million reductions.
At December 31, 2025, the Company has tax-effected loss carryforwards of $752 million, of which $31 million will expire at various dates
between 2026 and 2045 and the remaining $721 million can be carried forward indefinitely.
104
Table of Contents
As of December 31, 2025, the company is indefinitely reinvested in certain unremitted earnings that have already been subject to U.S. tax;
these earnings would incur approximately $125 million of local tax if repatriated, which has not been recognized in our consolidated financial
statements.
The changes in our unrecognized tax benefits were:
For the Years Ended December 31,
2025
2024
2023
(in millions)
January 1
$
436
$
442
$
424
Increases from positions taken during prior periods
37
25
33
Decreases from positions taken during prior periods
(54)
(7)
(35)
Increases from positions taken during the current period
27
40
55
Decreases relating to settlements with taxing authorities
(58)
(20)
(11)
Reductions resulting from the lapse of the applicable
statute of limitations
(14)
(20)
(29)
Currency/other
26
(24)
5
December 31
$
400
$
436
$
442
As of January 1, 2025, our unrecognized tax benefits were $436 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 $400 million at December 31, 2025, and if we had
recognized all of these benefits, the net impact on our income tax provision would have been $326 million. We include accrued interest and
penalties related to uncertain tax positions in our tax provision. We had accrued interest and penalties of $190 million as of January 1, 2025
and $191 million as of December 31, 2025. Our 2025 provision for income taxes included $8 million benefit 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, 2025, the remaining liability was approximately $90 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 the 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 (2015) and Greece (2018).
105
Table of Contents
Note 17. Earnings per Share
Basic and diluted earnings per share (“EPS”) were calculated as follows:
For the Years Ended December 31,
2025
2024
2023
(in millions, except per share data)
Net earnings
$
2,466
$
4,623
$
4,968
less: Noncontrolling interest earnings
(15)
(12)
(9)
Net earnings attributable to Mondelēz International
$
2,451
$
4,611
$
4,959
Weighted-average shares for basic EPS
1,294
1,341
1,363
plus: Dilutive effect of outstanding stock awards
4
6
7
Weighted-average shares for diluted EPS
1,298
1,347
1,370
Basic earnings per share attributable to
Mondelēz International
$
1.89
$
3.44
$
3.64
Diluted earnings per share attributable to
Mondelēz International
$
1.89
$
3.42
$
3.62
We exclude antidilutive Mondelēz International share-based payment awards from our calculation of weighted-average shares for diluted
EPS, which were 4.1 million for the year ended December 31, 2025, 3.4 million for the year ended December 31, 2024 and 2.9 million for the
year ended December 31, 2023.
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 which are also our reportable 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. Segment operating income excludes certain mark-to-market impacts on commodity and foreign currency derivatives (which are
primarily a component of cost of sales), general corporate expenses (which are a component of selling, general and administrative
expenses), amortization of intangibles, gains and losses on divestitures 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. Accordingly, 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.
106
Table of Contents
Our segment net revenue, significant segment expenses and operating income by reportable segment were as follows:
For The Year Ended December 31, 2025
(in millions)
Latin America
AMEA
Europe
North America
Total
Net revenues
$
4,899
$
7,932
$
15,027 $
10,679 $
38,537
Segment cost of sales
(3,315)
(5,322)
(10,835)
(6,784)
(26,256)
Segment selling, general and administrative
expenses
(1,015)
(1,625)
(2,372)
(1,991)
(7,003)
Segment operating income
$
569
$
985
$
1,820 $
1,904
5,278
Mark-to-market losses from derivatives
(1,341)
General corporate expenses
(260)
Amortization of intangible assets
(142)
Gain on divestiture
13
Operating income
$
3,548
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
(1,164)
(1,722)
(2,610)
(1,927)
(7,423)
Segment operating income
$
532
$
1,192
$
2,068 $
2,492
6,284
Mark-to-market gains from derivatives
543
General corporate expenses
(330)
Amortization of intangible assets
(153)
Gain on acquisition
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
(1,193)
(1,642)
(2,520)
(2,512)
(7,867)
Segment operating income
$
529
$
1,113
$
1,978 $
2,092
5,712
Mark-to-market gains from derivatives
189
General corporate expenses
(356)
Amortization of intangible assets
(151)
Gain on divestiture
108
Operating income
$
5,502
(1) SG&A for all reportable segments includes: Advertising & consumer expenses and overhead expenses.
(1)
(1)
(1)
107
Table of Contents
Total depreciation expense and capital expenditures by segment, reflecting our current segment structure for all periods presented, were:
For the Years Ended December 31,
2025
2024
2023
(in millions)
Depreciation expense :
Latin America
$
146
$
151
$
152
AMEA
171
162
155
Europe
315
275
241
North America
177
177
152
Corporate
44
45
41
Total depreciation expense
$
853
$
810
$
741
(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,
2025
2024
2023
(in millions)
Capital expenditures:
Latin America
$
215
$
199
$
164
AMEA
278
309
249
Europe
500
550
399
North America
267
291
257
Corporate
19
38
43
Total capital expenditures
$
1,279
$
1,387
$
1,112
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,
2025
2024
2023
(in millions)
Net revenues:
United States
$
9,343
$
9,469
$
9,581
Other
29,194
26,972
26,435
Total net revenues
$
38,537
$
36,441
$
36,016
As of December 31,
2025
2024
2023
(in millions)
Long-lived assets:
United States
$
2,142
$
2,346
$
2,226
Mexico
1,300
1,076
1,331
Other
10,127
9,000
8,749
Total long-lived assets
$
13,569
$
12,422
$
12,306
(2)
108
Table of Contents
Disaggregation of Net Revenue
Net revenues by product category, reflecting our current segment structure for all periods presented, were:
For the Year Ended December 31, 2025
Latin
America
AMEA
Europe
North
America
Total
(in millions)
Biscuits & Baked Snacks
$
1,155
$
2,935
$
4,970
$
9,331
$
18,391
Chocolate
1,414
3,047
7,799
436
12,696
Gum & Candy
1,507
989
652
912
4,060
Beverages
344
517
145
—
1,006
Cheese & Grocery
479
444
1,461
—
2,384
Total net revenues
$
4,899
$
7,932
$
15,027
$
10,679
$
38,537
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
109
Table of Contents
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, 2025. Based
on this evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2025.
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, 2025. 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”). Based on this assessment, management concluded
that the Company’s internal control over financial reporting is effective as of December 31, 2025, 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, 2025, as stated in their report that appears under Item 8.
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, 2025. There were no changes in our internal control over financial reporting during the quarter ended December 31,
2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
110
Table of Contents
Item 9B. Other Information.
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, 2025, no such plans or other arrangements were adopted or terminated.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
111
Table of Contents
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required under this item, with the exception of “Information About Our Executive Officers” and “Ethics and Governance”
located under Item 1, “Business” of this Annual Report on Form 10-K, is incorporated by reference to the Company’s definitive proxy
statement pursuant to Regulation 14A, which will be filed with the Securities and Exchange Commission no later than 120 days after the
close of the Company’s fiscal year ended December 31, 2025.
Item 11. Executive Compensation.
The information required under this item is incorporated by reference to the Company’s definitive proxy statement pursuant to Regulation
14A, which will be filed with the Securities and Exchange Commission no later than 120 days after the close of the Company’s fiscal year
ended December 31, 2025.
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, 2025 were:
Equity Compensation Plan Information
Number of Securities to
be Issued Upon Exercise
of Outstanding
Options, Warrants
and Rights
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
Number of Securities
Remaining Available for
Future Issuance under
Equity Compensation
Plans (excluding
securities reflected
in column (a))
(a)
(b)
(c)
Equity compensation plans
approved by security holders
21,059,043
$57.17
47,000,000
(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.
The information required under this item is incorporated by reference to the Company’s definitive proxy statement pursuant to Regulation
14A, which will be filed with the Securities and Exchange Commission no later than 120 days after the close of the Company’s fiscal year
ended December 31, 2025.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required under this item is incorporated by reference to the Company’s definitive proxy statement pursuant to Regulation
14A, which will be filed with the Securities and Exchange Commission no later than 120 days after the close of the Company’s fiscal year
ended December 31, 2025.
Item 14. Principal Accountant Fees and Services.
The information required under this item is incorporated by reference to the Company’s definitive proxy statement pursuant to Regulation
14A, which will be filed with the Securities and Exchange Commission no later than 120 days after the close of the Company’s fiscal year
ended December 31, 2025.
(1)
(2)
(3)
112
Table of Contents
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)
58
Consolidated Statements of Earnings for the Years Ended December 31, 2025, 2024 and 2023
60
Consolidated Statements of Comprehensive Earnings for the Years Ended December 31, 2025, 2024 and 2023
61
Consolidated Balance Sheets as of December 31, 2025 and 2024
62
Consolidated Statements of Equity for the Years Ended December 31, 2025, 2024 and 2023
63
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023
64
Notes to Consolidated Financial Statements
65
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).
113
Table of Contents
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).
4.8
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).
4.9
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).
4.10
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).
4.11
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).
4.12
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 as of February 19, 2025, 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 Registrants Current Report on Form 8-K filed with the SEC on February 20, 2025).
10.2
Five Year Revolving Credit Agreement, dated as of February 19, 2025, 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 Registrants Current Report on Form 8-K filed with the SEC on February 20, 2025).
10.3
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).
10.4
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).+
10.5
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).+
10.6
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).+
10.7
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).+
10,8
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).+
10.9
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).+
10.10
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).+
10.11
2025 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 April 29, 2025).+
10.12
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).+
114
Table of Contents
10.13
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.+
10.14
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).+
10.15
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).+
10.16
2025 Form of Mondelēz International, Inc. 2024 Performance Incentive Plan Global Long-Term Incentive Grant Agreement
(incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 29,
2025).+
10.17
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).+
10.18
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.+
10.19
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).+
10.20
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).+
10.21
2025 Form of Mondelēz International, Inc. 2024 Performance Incentive Plan Global Deferred Stock Unit Agreement
(incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 29,
2025).+
10.22
Mondelēz International, Inc. Global Employee Stock Purchase Matching Plan (incorporated by reference to Exhibit 10.1 to
the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on July 29, 2025).+
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 (incorporated by
reference to Exhibit 10.25 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 5, 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 (incorporated by
reference to Exhibit 10.28 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 5, 2024).+
10.29
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).+
10.30
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).+
10.31
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).+
10.32
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).+
115
Table of Contents
10.33
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).+
10.34
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).+
10.35
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).+
10.36
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).+
10.37
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).+
10.38
Offer of Employment Letter, between the Registrant and Stephanie Lilak, dated November 30, 2024 (incorporated by
reference to Exhibit 10.41 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 5, 2024).+
10.39
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).+
10.40
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).+
10.41
Mondelēz International, Inc. Severance Plan for Key Employees (incorporated by reference to Exhibit 10.2 to the
Registrant’s Quarterly Report on Form 10-Q filed with the SEC on July 29, 2025).+
19.1
Mondelēz International, Inc. Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Registrant’s Annual
Report on Form 10-K filed with the SEC on February 5, 2024).
21.1
Subsidiaries of the Registrant, as of December 31, 2025.
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 (incorporated by reference to Exhibit 97.1 to
the Registrant’s Annual Report on Form 10-K filed with the SEC on February 5, 2024).
97.2
Mondelēz International, Inc. Compensation Recoupment Policy, dated February 18, 2019 (incorporated by reference to
Exhibit 10.28 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 5, 2024).
101
The following materials from Mondelēz International’s Annual Report on Form 10-K for the fiscal year ended December 31,
2025, 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, 2025,
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.
Item 16. Form 10-K Summary.
None.
116
Table of Contents
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,
Chief Operating Officer and Chief Financial Officer
(Duly Authorized Officer)
Date: February 4, 2026
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 4, 2026
(Dirk Van de Put)
/s/ LUCA ZARAMELLA
Executive Vice President,
Chief Operating Officer and
Chief Financial Officer
February 4, 2026
(Luca Zaramella)
/s/ BRIAN STEVENS
Senior Vice President,
Corporate Controller and
Chief Accounting Officer
February 4, 2026
(Brian Stevens)
/s/ ERTHARIN COUSIN
Director
February 4, 2026
(Ertharin Cousin)
/s/ CEES ‘t HART
Director
February 4, 2026
(Cees ‘t Hart)
/s/ NANCY MCKINSTRY
Director
February 4, 2026
(Nancy McKinstry)
/s/ BRIAN MCNAMARA
Director
February 4, 2026
(Brian McNamara)
/s/ JORGE S. MESQUITA
Director
February 4, 2026
(Jorge S. Mesquita)
/s/ JANE HAMILTON NIELSEN
Director
February 4, 2026
(Jane Hamilton Nielsen)
/s/ PAULA A. PRICE
Director
February 4, 2026
(Paula A. Price)
/s/ PATRICK T. SIEWERT
Director
February 4, 2026
(Patrick T. Siewert)
/s/ MICHAEL A. TODMAN
Director
February 4, 2026
(Michael A. Todman)
117
Exhibit 21.1
Mondelēz International, Inc.
Subsidiaries List – December 31, 2025
LU Algerie S.p.A.
Algeria
Mondelez Argentina S.A.
Argentina
Van Mar SA
Argentina
Nabisco Inversiones S.R.L.
Argentina
Cadbury Marketing Services Pty Ltd
Australia
Fine Food Holdings Pty Ltd
Australia
Gourmet Food Holdings Pty Ltd
Australia
Gourmet Food Operations Pty Ltd
Australia
KF (Australia) Pty Ltd
Australia
Mondelez Australia (Foods) Ltd
Australia
Mondelez Australia Group Co Pty Ltd
Australia
Mondelez Australia Group Investments Limited Partnership
Australia
Mondelez Australia Holdings Pty Ltd
Australia
Mondelez Australia Pty Ltd
Australia
MONDELEZ GF HOLDING COMPANY PTY LTD
Australia
Mondelez New Zealand Holdings (Australia) Pty Ltd
Australia
Mirabell Salzburger Confiserie-und Bisquit GmbH
Austria
Mondelez Österreich GmbH
Austria
Mondelez Österreich Production GmbH
Austria
Mondelez Bahrain Biscuits W.L.L.
Bahrain
Mondelez Bangladesh Private Limited
Bangladesh
Mondelez Belgium Chocolate Production BV
Belgium
Mondelez Namur Production SRL
Belgium
Confibel SRL
Belgium
Kraft Foods Belgium Intellectual Property BV
Belgium
Mondelez Belgium Biscuits Production NV
Belgium
Mondelez Belgium BV
Belgium
Mondelez Belgium Manufacturing Services BV
Belgium
Mondelez Belgium Services BV
Belgium
Mondelez de Alimentos Bolivia S.R.L
Bolivia
Cadbury Botswana (Proprietary) Limited
Botswana
Mondelez Brasil Ltda
Brazil
Mondelez Brasil Norte Nordeste Ltda
Brazil
Chipita Bulgaria EAD
Bulgaria
Mondelez Bulgaria Holding AD
Bulgaria
Mondelez Bulgaria OOD
Bulgaria
Mondelez Bulgaria Production OOD
Bulgaria
Give and Go Prepared Foods Corp.
Canada
MCI Finance Inc.
Canada
Mondelez Asia Pacific (Alberta) GP ULC
Canada
Mondelez Canada Holdings ULC
Canada
Mondelez Canada Inc.
Canada
TCI Realty Holdings Inc.
Canada
Mondelez Chile S.A.
Chile
Cadbury Confectionery (Guangzhou) Co., Limited
China
Mondelez Shanghai Food Corporate Management Co., Ltd.
China
Mondelez Suzhou Food Co.Ltd
China
Mondelez Beijing Food Co., Ltd
China
Mondelez China Co., Ltd
China
Nabisco Food (Suzhou) Co. Ltd.
China
EVIRTH (Shanghai) lndustrial Co., Ltd.
China
EVIRTH (Dongguan) Food Co., Ltd.
China
EVIRTH (Shanghai) Biotechnology Co., Ltd.
China
EVIRTH (Shanghai) Food Co., Ltd.
China
EVIRTH (Shanghai) Supply Chain Management Co., Ltd.
China
EVIRTH (Shenzhen) Food Co., Ltd.
China
Mondelez Colombia S.A.S.
Colombia
Servicios Comerciales Colombia S.A.S.
Colombia
3-101-138869, S.A.
Costa Rica
Mondelez Business Services Costa Rica Limitada
Costa Rica
Mondelez Costa Rica Limitada
Costa Rica
Mondelez Zagreb d.o.o.
Croatia
Mondelez CR Biscuit Production s.r.o.
Czech Republic
Mondelez Czech Republic s.r.o.
Czech Republic
Opavia - LU, s.r.o.
Czech Republic
Kraft Foods Danmark Intellectual Property ApS
Denmark
Mondelez Danmark ApS
Denmark
Mondelez Dominicana, S.A.
Dominican Republic
Mondelez Ecuador C Ltda.
Ecuador
Mondelez Egypt Foods S.A.E.
Egypt
Mondelez Egypt Trading S.A.E
Egypt
Mondelez El Salvador, Ltda. de C.V.
El Salvador
Mondelez Eesti Osauhing
Estonia
Chapelat Swaziland (Proprietary) Limited
Eswatini
Mondelez Finland Oy
Finland
Generale Biscuit
France
Generale Biscuit Glico France
France
Kraft Foods France Biscuit S.A.S.
France
Mondelez France Antilles Guyane Distribution SAS
France
Mondelez France Biscuit Distribution SAS
France
Mondelez France Biscuits Production SAS
France
Mondelez France Company SAS
France
Mondelez France Océan Indien Distribution SAS
France
Mondelez France R&D SAS
France
Mondelez France SAS
France
LLC Mondelez Georgia
Georgia
Carlton Lebensmittelvertriebs GmbH
Germany
Kraft Foods Deutschland Biscuits Grundstuecksverwaltungs GmbH & Co. KG
Germany
Kraft Foods Deutschland Holding Grundstuecksverwaltungs GmbH & Co. KG
Germany
Kraft Foods Deutschland Production Grundstuecksverwaltungs GmbH & Co. KG
Germany
Mondelez Deutschland Biscuits Production GmbH
Germany
Mondelez Deutschland GmbH
Germany
Mondelez Deutschland Services GmbH & Co. KG
Germany
Mondelez Deutschland Snacks Production GmbH & Co. KG
Germany
Suchard GmbH
Germany
Cadbury Ghana Limited
Ghana
Mondelez Hellas Production S.A.
Greece
Mondelez Hellas S.A.
Greece
Mondelez Hellas Snacks Production Single Member S.A.
Greece
Mondelez Guatemala Limitada
Guatemala
Mondelez Honduras, S. de R.L.
Honduras
Mondelez Hong Kong Limited
Hong Kong
EVIRTH (Hong Kong) Industry Co., Ltd.
Hong Kong
Symphony Hong Kong Investment Ltd.
Hong Kong
Gyori Keksz Kft
Hungary
Mondelez Hungária IP Kft.
Hungary
Mondelez Hungária Kft.
Hungary
C S Business Services (India) Private Limited (CSBS)
India
Induri Farm Private Limited
India
Mondelez India Foods Private Limited
India
PT Kraft Ultrajaya Indonesia
Indonesia
PT. Cadbury Indonesia
Indonesia
PT. Mondelez Indonesia
Indonesia
PT. Cipta ManisMakmur
Indonesia
PT Mondelez Indonesia Trading
Indonesia
PT Mondelez Indonesia Manufacturing
Indonesia
Berkeley Re Designed Activity Company
Ireland
Cadbury Schweppes Ireland Limited
Ireland
Kraft Foods Ireland Intellectual Property Limited
Ireland
Mondelez Ireland Insurance Holdings Limited
Ireland
Mondelez Ireland Limited
Ireland
Mondelez Ireland Production Limited
Ireland
Fattorie Osella S.p.A.
Italy
HUP S.r.l.
Italy
Kraft Foods Italia Intellectual Property S.r.l.
Italy
Mondelez Italia Biscuits Production S.p.A.
Italy
Mondelez Italia S.r.l.
Italy
Mondelez Italia Services S.r.l.
Italy
MONDELEZ COTE D'IVORE S.A.R.L.
Ivory Coast
Meito Adams Company Limited
Japan
Mondelez Japan Limited
Japan
Mondelez Kazakhstan LLP
Kazakhstan
Cadbury Kenya Limited
Kenya
Dong Suh Foods Corporation
Korea, Republic of
Migabang Limited Company
Korea, Republic of
Mondelez Latvija SIA
Latvia
Cadbury Adams Middle East S.A.L.
Lebanon
Mondelez Brasil International SARL
Luxembourg
UAB Mondelez Baltic
Lithuania
UAB Mondelez Lietuva Production
Lithuania
Cadbury Confectionery Sales (M) Sdn. Bhd.
Malaysia
Mondelez Malaysia Sales Sdn. Bhd.
Malaysia
Mondelez Malaysia Sdn. Bhd.
Malaysia
Cadbury Confectionery Malaysia Sdn. Bhd.
Malaysia
Cadbury Mauritius Ltd.
Mauritius
Mondelez Mexico, S. de R.L. de C.V.
Mexico
Productos Mondelez, S. de R.L. de C.V.
Mexico
Ricolino, S.A. de C.V.
Mexico
Mondelez Maroc
Morocco
Société Immobilière Ibrahim d'Ain Sebaa S.A.R.L
Morocco
AztecAgri B.V.
Netherlands
Cadbury Holdings B.V.
Netherlands
Cadbury Netherlands International Holdings B.V.
Netherlands
Grenade B.V.
Netherlands
Kraft Foods Cesko Holdings B.V.
Netherlands
Kraft Foods LA MB Holding B.V.
Netherlands
Kraft Foods LA MC B.V.
Netherlands
Kraft Foods LA NMB B.V.
Netherlands
Kraft Foods LA NVA B.V.
Netherlands
Kraft Foods LA VA Holding B.V.
Netherlands
Kraft Foods Nederland Intellectual Property B.V.
Netherlands
Kraft Foods North America and Asia B.V.
Netherlands
Mondelez España Biscuits Holdings B.V.
Netherlands
Mondelez International Holdings Netherlands B.V.
Netherlands
Mondelez International Intercontinental Netherlands B.V.
Netherlands
Mondelez International Nederland Biscuit B.V.
Netherlands
Mondelez Nederland B.V.
Netherlands
Mondelez Nederland Services B.V.
Netherlands
Gourmet Food New Zealand Limited
New Zealand
Mondelez New Zealand
New Zealand
Mondelez New Zealand Investments
New Zealand
Mondelez Nicaragua, S.A.
Nicaragua
Cadbury Nigeria PLC
Nigeria
Kraft Foods Norge Intellectual Property AS
Norway
Mondelez Norge AS
Norway
Mondelez Norge Production AS
Norway
Mondelez Pakistan Limited
Pakistan
Mondelez Panama S. de R.L.
Panama
Mondelez Peru SA
Peru
Mondelez Philippines, Inc.
Philippines
LU Polska Sp. z o.o.
Poland
Mondelez International RD&Q sp. z o.o.
Poland
Mondelez Polska Production sp. z o.o.
Poland
Mondelez Polska Sp. z o.o.
Poland
Mondelez Portugal, Unipessoal, Lda.
Portugal
Mondelez Puerto Rico LLC
Puerto Rico
Mondelez Romania S.A.
Romania
Mondelez Romania Snacks Production S.R.L
Romania
CHIPITA SAINT-PETERSBURG LLC
Russian Federation
Mon’delez Rus LLC
Russian Federation
Mondelez Arabia For Trading LLC
Saudi Arabia
Mondelez d.o.o. Beograd
Serbia
Mondelez Procurement d.o.o. Beograd
Serbia
Kuan Enterprises Private Limited
Singapore
Mondelez Business Services AP Pte Ltd
Singapore
Mondelez Helix Singapore Pte. Ltd.
Singapore
Mondelez Holdings Singapore Pte.Ltd.
Singapore
Mondelez International AMEA Pte. Ltd.
Singapore
Mondelez Singapore Sales Pte Ltd
Singapore
Mondelez Trading Singapore Pte. Ltd.
Singapore
Symphony Singapore Investments Pte. Ltd
Singapore
Mondelez European Business Services Centre s.r.o.
Slovakia
Mondelez Slovakia Holding a.s.
Slovakia
Mondelez Slovakia Intellectual Property s.r.o
Slovakia
Mondelez Slovakia s.r.o
Slovakia
Mondelez SR Production s.r.o.
Slovakia
Mondelez, trgovska druzba, d.o.o., Trzin
Slovenia
Chapelat-Humphries Investments (Pty) Limited
South Africa
Mondelez South Africa (Pty) Ltd.
South Africa
Kraft Foods España Intellectual Property, S.L.U.
Spain
Mondelez España Commercial, S.L.
Spain
Mondelez España Galletas Production, S.L.U.
Spain
Mondelez España Postres Production, S.A.U.
Spain
Mondelez España Production, S.L.U.
Spain
Mondelez España Services, S.L.U.
Spain
Mondelez Iberia Holdings, S.L.U.
Spain
Mondelez Iberia Snacking Holdings, S.L.U.
Spain
Kraft Foods Sverige Holding AB
Sweden
Kraft Foods Sverige Intellectual Property AB
Sweden
Mondelez Sverige AB
Sweden
Mondelez Sverige Production AB
Sweden
Kraft Foods Schweiz Holding GmbH
Switzerland
Mondelez Europe GmbH
Switzerland
Mondelez Europe Procurement GmbH
Switzerland
Mondelez Europe Services GmbH
Switzerland
Mondelez International Finance AG
Switzerland
Mondelez Schweiz GmbH
Switzerland
Mondelez Schweiz Production GmbH
Switzerland
Mondelez World Travel Retail GmbH
Switzerland
Mondelez Taiwan Limited
Taiwan
Mondelez (Thailand) Co., Ltd
Thailand
Mondelez International (Thailand) Co., Ltd
Thailand
Mondelez Turkey Gida Uretim A.S.
Turkey
Kent Gida Maddeleri Sanayii ve Ticaret Anonim Sirketi
Turkey
LLC Chipsy LYUKS
Ukraine
Private Joint Stock Company "Mondelez Ukraina"
Ukraine
Mondelez Middle East & Africa FZE
United Arab Emirates
Cadbury Limited
United Kingdom
Cadbury Schweppes Overseas Limited
United Kingdom
CADBURY SEVEN LLP
United Kingdom
Cadbury South Africa (Holdings)
United Kingdom
Cadbury UK Limited
United Kingdom
Cadbury Nominees Limited
United Kingdom
Chromium Acquisitions Limited
United Kingdom
Chromium Assets Limited
United Kingdom
Chromium Suchex LLP
United Kingdom
Craven Keiller
United Kingdom
Ernest Jackson & Co Limited
United Kingdom
Grenade (UK) Limited
United Kingdom
Grenade Holdings Limited
United Kingdom
Hu Master UK Limited
United Kingdom
Kraft Foods Investment Holdings UK Limited
United Kingdom
Kraft Foods UK Intellectual Property Limited
United Kingdom
Kraft Foods UK IP & Production Holdings Limited
United Kingdom
Mondelez International Services Limited
United Kingdom
Mondelez UK Confectionery Production Limited
United Kingdom
Mondelez UK Finance Company Limited
United Kingdom
Mondelez UK Holdings & Services Limited
United Kingdom
Mondelez UK Limited
United Kingdom
Mondelez UK R&D Limited
United Kingdom
Reading Scientific Services Limited
United Kingdom
Schweppes Limited
United Kingdom
The Old Leo Company Limited
United Kingdom
Trebor Bassett Limited
United Kingdom
Trebor International Limited
United Kingdom
Vantas International Limited
United Kingdom
Hu Catering, LLC
United States
Hu Holdings, LLC
United States
Third 86 Partners LLC
United States
Third Avenue 1536 Partners, LLC
United States
Enjoy Life Natural Brands, LLC
United States
Epta America, L.L.C.
United States
HU Master Holdings LLC
United States
Hu Products, LLC
United States
Intercontinental Brands LLC
United States
Intercontinental Great Brands LLC
United States
KFI-USLLC IX
United States
Kraft Foods Asia Pacific Services LLC
United States
Kraft Foods Biscuit Brands Kuan LLC
United States
Kraft Foods Holdings LLC
United States
Kraft Foods International Europe Holdings LLC
United States
Kraft Foods International Holdings Delaware LLC
United States
Kraft Foods International Services LLC
United States
Kraft Foods Latin America Holding LLC
United States
Kraft Foods R & D, Inc.
United States
Mondelez BTN Holdings LLC
United States
Mondelez Global Direct Inc.
United States
Mondelez Global LLC
United States
Mondelez International Delaware LLC
United States
Mondelez International Financing Delaware LLC
United States
Mondelez International Holdings LLC
United States
Mondelez International Service Holdings LLC
United States
Perfect Bar Blocker, Inc.
United States
SMR Concepts Inc.
United States
Tate's Bake Shop, Inc.
United States
Tate's Holding Company
United States
Tate's Wholesale, LLC
United States
Give and Go Prepared Foods (U.S.A.) Corp.
United States
KFI-USLLC VII
United States
KFI-USLLC VIII
United States
KFI-USLLC XI
United States
KFI-USLLC XIV
United States
Mondelez International Service LLC
United States
Perfect Bar Holdings, LLC
United States
Perfect Bar, LLC
United States
Productos de Leche Coronado, S.A. de C.V.
United States
PurpleBird LLC
United States
Mondelez Uruguay S.A.
Uruguay
Cadbury Beverages de Venezuela CA
Venezuela
Compañia Venezolana de Conservas CA (COVENCO)
Venezuela
Covenco Holding C.A.
Venezuela
Tevalca Holding C.A.
Venezuela
Mondelez VZ, C.A.
Venezuela, Bolivarian Republic
of
Promotora Cadbury Adams, C.A.
Venezuela, Bolivarian Republic
of
Mondelez Kinh Do Viet Nam Joint Stock Company
Vietnam
North Kinh Do One Member Company Limited
Vietnam
Cadbury Schweppes Zimbabwe (Private) Limited
Zimbabwe
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-
289040, 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 4, 2026 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 4, 2026
PricewaterhouseCoopers LLP, One North Wacker, Chicago, Illinois 60606
T: 312-298-2000, F: 312-298-2001, www.pwc.com/us
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 4, 2026
/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 4, 2026
/s/ LUCA ZARAMELLA
Luca Zaramella
Executive Vice President,
Chief Operations Officer 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, 2025 (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 4, 2026
I, Luca Zaramella, Executive Vice President, Chief Operating Officer 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, 2025 (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,
Chief Operating Officer and
Chief Financial Officer
February 4, 2026
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.