10-K – 2026-02-04 – mdlz-20251231.htm

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

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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

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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.

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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.

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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.

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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.

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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.

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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 (1)
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.

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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.

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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  (1)
Average Price Paid per Share  (1)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs  (2) (3)
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs  (2) (4)

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.

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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.

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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.

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• 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.

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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.

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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 .”

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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 Argentin a 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.

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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 (1)
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 (1)
Note 10 (348) (10)
Resolution of tax matters (1)
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.

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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

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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.

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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.

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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 (1) . Emerging markets net revenues increased 8.5% and emerging markets Organic Net Revenue increased 7.2% (1) . Developed markets net revenues increased 4.0% and developed markets Organic Net Revenue increased 2.5% (1) . The underlying changes in net revenues and Organic Net Revenue are detailed below:

Emerging
Markets Developed
Markets Mondelēz
International
For The Year Ended December 31, 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

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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 (1)  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 (1)
$ 5,074   $ 5,896   $ (822) (13.9) %
Currency-related items
(94) —  (94)
Adjusted Operating Income (constant currency) (1)
$ 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)  (1)
$ (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.

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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.

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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 (1) . 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 (1)
$ 2.92   $ 3.35   $ (0.43) (12.8) %
Currency-related items
(0.06) —  (0.06)
Adjusted EPS (constant currency) (1)
$ 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)  (1)
$ (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.

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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 

 

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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.

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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.

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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

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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.

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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.

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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

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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.

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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.

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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.

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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.

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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.

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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

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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Our currency remeasurement gains/(losses) for subsidiaries in highly inflationary economies are as follows (1) :

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.

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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.

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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.

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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.

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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.

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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.