FULLTEXT DEL 3 AV 3
10-K – 2026-02-04 – mdlz-20251231.htm
Supply Chain Financing
As part of our continued efforts to improve our working capital efficiency, we have worked with our suppliers over the past several years to optimize our terms and conditions, which include the extension of payment terms. Our current payment terms with a majority of our suppliers are from 30 to 180 days, which we deem to be commercially reasonable. We also facilitate voluntary supply chain financing (“SCF”) programs through several participating financial institutions. Under these programs, our suppliers, at their sole discretion, determine invoices that they want to sell to participating financial institutions. Our suppliers’ voluntary inclusion of invoices in SCF programs has no bearing on our payment terms or amounts due. Our responsibility is limited to making payments based upon the agreed-upon contractual terms. No guarantees are provided by the Company or any of our subsidiaries under the SCF programs and we have no economic interest in the suppliers’ decision to participate in the SCF programs. Amounts due to our suppliers that elected to participate in the SCF program are included in accounts payable in our consolidated balance sheets.
The roll-forward of our outstanding obligations confirmed as valid under our SCF program are as follows:
For the Year Ended December 31,
2025
(in millions)
Confirmed obligations outstanding at the beginning of the year
$ 3,509
New invoices confirmed during the year 11,336
Confirmed invoices paid during the year ( 11,552 )
Currency 269
Confirmed obligations outstanding at the end of the year
$ 3,562
New Accounting Pronouncements - Adopted
In December 2023, the FASB issued an Accounting Standards Update ("ASU") to enhance the transparency of annual income tax disclosures, primarily related to the rate reconciliation and income taxes paid. We adopted this standard on a prospective basis for our 2025 annual reporting. Refer to Note 16, Income Taxes for the disclosures required by this guidance.
New Accounting Pronouncements - Not Yet Adopted
In November 2024, the FASB issued an ASU that will require incremental disclosures in the notes to the financial statements to disaggregate income statement expense line items into specified expense categories and to provide additional information about certain expenses. The guidance is effective for the first annual reporting period beginning after December 15, 2026 and for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The guidance may be applied either on a prospective or retrospective basis. We currently expect to adopt the guidance when it becomes effective, for our annual reporting for the year ending December 31, 2027 and for our interim reporting in the first quarter of 2028. We are currently assessing the impact on our consolidated financial statements and related disclosures as well as whether we will adopt the guidance on a prospective or retrospective basis.
In July 2025, the FASB issued an ASU which introduces a practical expedient that allows entities to measure expected credit losses on current accounts receivable and current contract assets by assuming that the conditions existing at the balance sheet date remain unchanged over the remaining life of those assets. The amendment is intended to simplify the application of the current expected credit loss model by reducing the need to develop forward-looking forecasts for short-term trade receivables. The amendments are effective for annual periods
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beginning after December 15, 2025, including interim periods, with early adoption permitted. We are currently assessing the impact on our consolidated financial statements and related disclosures.
In September 2025, the FASB issued an ASU that refines the scope of derivative accounting by introducing a new exception for contracts whose underlyings are based on the operations or activities of one of the parties, among other updates. The ASU is effective for annual periods beginning after December 15, 2026, including interim periods, with early adoption permitted. The guidance may be applied either on a prospective or modified retrospective basis. We are currently assessing the impact on our consolidated financial statements and related disclosures and do not expect it to have a material impact.
In September 2025, the FASB issued an ASU that improves the accounting for internal-use software by replacing the previous capitalization guidance, which focused on a project's stage of development, with a principles-based "probable-to-complete" recognition threshold. The amendments are effective for annual periods beginning after December 15, 2027, including interim periods, with early adoption permitted. The guidance may be applied on a prospective or retrospective basis. We are currently assessing the impact on our consolidated financial statements and related disclosures.
In December 2025, the FASB issued an ASU that establishes accounting guidance for government grants received by a business entity, including grants related to an asset and grants related to income. The amendments are effective for annual periods beginning after December 15, 2028, including interim periods, with early adoption permitted. The guidance may be applied on a modified prospective, modified retrospective or retrospective basis. We are currently assessing the impact on our consolidated financial statements and related disclosures.
Note 2. Acquisitions and Divestitures
Evirth
On November 1, 2024, we acquired Evirth (Shanghai) Industrial Co., Ltd. (“Evirth”), a leading manufacturer of cakes and pastries in China. The acquisition will continue to expand our growth in the cakes and pastries categories. The cash consideration paid for Evirth totaled ¥ 1.8 billion ($ 255 million), net of cash received.
The purchase price was primarily allocated to definite-lived intangible assets and goodwill. Within definite-lived intangible assets, we allocated $ 117 million to customer relationships which have an estimated useful life of 17 years. The fair value of customer relationships at the acquisition date was determined using the multi-period excess earnings method, which is an income approach. The fair value measurements are classified as Level 3 in the fair value hierarchy because they use significant unobservable inputs. Significant assumptions used in assessing the fair values of the intangible assets include discounted cash flows, customer attrition rates and discount rates.
Goodwill of $ 125 million was determined as the excess of the purchase price over the fair value of the net assets acquired and arises principally as a result of expansion opportunities and synergies across China. None of the goodwill recognized will be deductible for income tax purposes. All of the goodwill was assigned to the AMEA operating segment. For further detail, refer to Note 6, Goodwill and Intangible Assets.
Developed Market Gum
On October 1, 2023, we completed the sale of our developed market gum business in the United States, Canada and Europe to Perfetti Van Melle Group, excluding the Portugal business which we retained pending regulatory approval. After obtaining the regulatory approval, we completed the sale of the Portugal business to Perfetti Van Melle Group on October 23, 2023 . We received cash proceeds of $ 1.4 billion. We recorded a pre-tax gain of $ 108 million on the sale and $ 83 million in divestiture-related costs in 2023 . This disposition was not considered a strategic shift that would have a major effect on our operations or financial results; therefore, the results of the disposed business were not classified as discontinued operations.
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Note 3. Inventories
Inventories consisted of the following:
As of December 31,
2025 2024
(in millions)
Raw materials $ 1,015 $ 958
Finished products
3,404 2,869
Inventories
$ 4,419 $ 3,827
Note 4. Property, Plant and Equipment
Property, plant and equipment consisted of the following:
As of December 31,
2025 2024
(in millions)
Land and land improvements $ 404 $ 373
Buildings and building improvements 3,963 3,453
Machinery and equipment 14,610 12,732
Construction in progress 1,085 1,058
20,062 17,616
Accumulated depreciation ( 9,395 ) ( 8,135 )
Property, plant and equipment, net $ 10,667 $ 9,481
Capital expenditures as presented on the statement of cash flow were approximately $ 1.3 billion, $ 1.4 billion and $ 1.1 billion for the years ended December 31, 2025, 2024 and 2023, respectively, and excluded $ 481 million, $ 458 million and $ 471 million, respectively, for accrued capital expenditures not yet paid.
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Note 5. Leases
We have operating and finance leases for manufacturing and distribution facilities, vehicles, equipment and office space. Our leases generally have remaining lease terms of 1 to 14 years, some of which include options to extend the leases for up to 10 years.
The components of lease costs were as follows:
For the Years Ended December 31,
2025 2024 2023
(in millions)
Operating lease cost $ 246 $ 234 $ 223
Finance lease cost:
Amortization of ROU assets
160 144 130
Interest on lease liabilities 21 18 15
Short-term lease cost 17 15 12
Variable lease cost 527 637 766
Sublease income ( 3 ) ( 3 ) ( 4 )
Total lease cost $ 968 $ 1,045 $ 1,142
Supplemental cash flow information related to leases was as follows:
For the Years Ended December 31,
2025 2024 2023
(in millions)
Cash paid for amounts included in the measurement of
lease liabilities:
Operating cash flows from operating leases $ ( 241 ) $ ( 228 ) $ ( 222 )
Operating cash flows from finance leases ( 21 ) ( 18 ) ( 15 )
Financing cash flows from finance leases ( 155 ) ( 139 ) ( 125 )
ROU assets obtained in exchange for lease obligations:
Operating leases $ 141 $ 272 $ 197
Finance leases 251 124 163
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Supplemental balance sheet information related to leases was as follows:
As of December 31,
2025 2024
(in millions)
Operating Leases
Operating lease ROU assets
$ 731 $ 767
Other current liabilities $ 164 $ 172
Long-term operating lease liabilities 599 623
Total operating lease liabilities $ 763 $ 795
Finance Leases
Property, plant and equipment, net
$ 402 $ 292
Current portion of long-term debt $ 137 $ 126
Long-term debt 286 183
Total finance lease liabilities $ 423 $ 309
Weighted Average Remaining Lease Term
Operating leases 6.3 years 6.7 years
Finance leases 4.2 years 3.3 years
Weighted Average Discount Rate
Operating leases 5.4 % 5.5 %
Finance leases 4.8 % 5.1 %
Maturities of lease liabilities were as follows:
As of December 31, 2025
Operating Leases Finance Leases
(in millions)
Year Ending December 31:
2026 $ 206 $ 153
2027 155 109
2028 135 78
2029 105 52
2030 90 34
Thereafter 216 39
Total future undiscounted lease payments $ 907 $ 465
less: imputed interest
( 144 ) ( 42 )
Total reported lease liability $ 763 $ 423
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Note 6. Goodwill and Intangible Assets
Goodwill
Changes in goodwill consisted of:
Latin America AMEA Europe North America Total
(in millions)
Balance at December 31, 2023
$ 1,607 $ 3,065 $ 8,350 $ 10,874 $ 23,896
Currency ( 291 ) ( 147 ) ( 508 ) ( 55 ) ( 1,001 )
Acquisition (1)
— 122 — — 122
Balance at December 31, 2024
$ 1,316 $ 3,040 $ 7,842 $ 10,819 $ 23,017
Currency 184 85 1,042 30 1,341
Other
— 3 — ( 25 ) ( 22 )
Balance at December 31, 2025
$ 1,500 $ 3,128 $ 8,884 $ 10,824 $ 24,336
(1) Relates to purchase price allocation for Evirth during 2024. Refer to Note 2, Acquisitions and Divestitures for more information.
Intangible Assets
Intangible assets consisted of the following:
As of December 31, 2025 As of December 31, 2024
Gross carrying amount Accumulated amortization Net carrying amount Gross carrying amount Accumulated amortization Net carrying amount
(in millions)
Indefinite-life intangible assets
$ 18,647 $ — $ 18,647 $ 17,770 $ — $ 17,770
Definite-life intangible assets
3,477 ( 2,496 ) 981 3,306 ( 2,228 ) 1,078
Total $ 22,124 $ ( 2,496 ) $ 19,628 $ 21,076 $ ( 2,228 ) $ 18,848
Indefinite-life intangible assets consist principally of brand names purchased through our acquisitions of Nabisco Holdings Corp., the global LU biscuit business of Groupe Danone S.A., Cadbury Limited and Clif Bar. Definite-life intangible assets consist primarily of trademarks, customer-related intangibles, process technology and trademarks. The weighted-average amortization period for our definite-life intangible assets is approximately 16 years, which is primarily driven by recently acquired customer-related intangibles.
Amortization expense for definite-life intangible assets was $ 142 million in 2025, $ 153 million in 2024 and $ 151 million in 2023. For the next five years, we estimate annual amortization expense of approximately $ 102 million in 2026, $ 94 million in 2027, $ 89 million in 2028, $ 87 million in 2029 and $ 86 million in 2030 (reflecting December 31, 2025 exchange rates).
In 2025, 2024 and 2023, there were no goodwill impairments as each of our reporting units had sufficient fair value in excess of its carrying value. While all reporting units passed our annual impairment testing, if planned business performance expectations are not met or valuation inputs outside of our control, such as discount rates, change significantly, then the estimated fair values of a reporting unit or reporting units might decline and lead to a goodwill impairment in the future.
We recognized intangible asset impairment charges of $ 33 million in 2025, $ 153 million in 2024, and $ 26 million in 2023 to reduce the carrying amounts of certain brands to their estimated fair values. Those charges are reported within a sset 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
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those five brands was $ 1.5 billion as of December 31, 2025. We are closely monitoring the performance of those brands and if there are adverse changes to the related sales and earnings forecasts in the future, whether caused by business-specific or broader macroeconomic factors, one or more of those indefinite-life intangible assets could become impaired.
Note 7. Investments
Equity Method Investments
Our current equity method investments primarily relate to our ownership interests in Dong Suh Foods Corporation and Dong Suh Oil & Fats Co. Ltd. As of December 31, 2025, we owned 50.0 % and 49.0 %, respectively, of these companies' outstanding shares. Our ownership interests may change over time due to investee stock-based compensation arrangements, share issuances or other equity-related transactions.
Our investments accounted for under the equity method of accounting totaled $ 667 million as of December 31, 2025 and $ 635 million as of December 31, 2024. We recorded equity earnings and cash dividends of $ 65 million and $ 45 million in 2025, equity earnings and cash dividends of $ 168 million and $ 115 million in 2024 and equity earnings and cash dividends of $ 160 million and $ 137 million in 2023. The activity during 2024 and 2023 included our prior investment in JDE Peet’s N.V. (Euronext Amsterdam: “JDEP”).
JDEP Transactions
On August 24, 2025, Keurig Dr Pepper Inc. (Nasdaq: “KDP”) and JDEP entered into a definitive agreement under which KDP would acquire JDEP. As a result of that definitive agreement, we became entitled to a cash payment of € 145 million ($ 169 million) from JAB Holding Company (“JAB”) that we received in 2025. The related gain is reported within gain/(loss) on equity method investment transactions in the consolidated statements of earnings.
In the first quarter of 2024 we recorded an impairment charge of € 612 million ($ 665 million) related to our JDEP investment. This charge was included within gain/(loss) on equity method investment transactions in the consolidated statements of earnings. In the fourth quarter of 2024, we sold our remaining 85.9 million shares in JDEP to JAB. We received € 2.2 billion ($ 2.3 billion) of proceeds and recorded a gain of € 313 million ($ 332 million).
In 2023, we sold approximately 9.9 million shares of JDEP, which reduced our ownership interest by 2.0 percentage points, from 19.7 % to 17.7 %. We received cash proceeds of € 255 million ($ 279 million) and recorded a loss of € 21 million ($ 23 million).
Marketable Securities
During the first quarter of 2023, our ownership in KDP fell to below 5 % of the outstanding shares, resulting in a change in the accounting for our KDP investment, from equity method investment accounting to accounting for equity interests with readily determinable fair values ("marketable securities") as we no longer retained significant influence. Marketable securities are measured at fair value based on quoted prices in active markets for identical assets (Level 1). Prior to the change in accounting for our KDP investment, we sold 30 million shares and received proceeds of $ 1.0 billion and recorded a pre-tax gain on equity method transactions of $ 493 million ($ 368 million after-tax) during 2023.
Subsequently in 2023, we sold the remainder of our shares of KDP ( 46 million) and received proceeds of $ 1.4 billion, exiting our investment in the company.
Pre-tax gains for marketable securities are summarized below:
Year Ended December 31, 2023
(in millions)
Gain on marketable securities sold during the period
$ 593
Dividend income and other
13
Total gain on marketable securities $ 606
In the table above, gain on marketable securities sold during the period reflects the difference between the sale proceeds and the carrying value of the equity securities at the date of the change of accounting for our investment in KDP.
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Note 8. Debt and Borrowing Arrangements
Short-Term Borrowings
Our short-term borrowings and related weighted-average interest rates consisted of:
As of December 31,
2025 2024
Amount
Outstanding Weighted-
Average Rate Amount
Outstanding Weighted-
Average Rate
(in millions, except percentages)
Commercial paper $ 2,614 3.5 % $ — — %
Bank loans 74 7.7 % 71 12.1 %
Total short-term borrowings $ 2,688 $ 71
Our uncommitted and committed credit facilities available include:
As of December 31,
2025 2024
Facility Amount Borrowed Amount Facility Amount Borrowed Amount
(in millions)
Uncommitted credit facilities
$ 882 $ 71 $ 784 $ 71
Credit facilities (1) :
February 19, 2025
— — 1,500 —
February 18, 2026
1,500 — — —
February 23, 2027
— — 4,500 —
February 19, 2030
4,500 — — —
(1) On February 19, 2025, our $ 1.5 billion 364-day senior unsecured revolving credit agreement dated as of February 21, 2024 expired and we entered into a $ 1.5 billion 364-day senior unsecured revolving credit agreement that will expire on February 18, 2026. Additionally, we early terminated our $ 4.5 billion five-year senior unsecured revolving credit agreement dated as of February 23, 2022, and entered into a $ 4.5 billion five-year senior unsecured revolving credit agreement that will expire on February 19, 2030.
We maintain senior unsecured revolving credit facilities for general corporate purposes, including working capital needs, and to support our commercial paper program. The revolving credit agreements include a covenant that we maintain a minimum shareholders' equity of at least $ 25.0 billion, excluding accumulated other comprehensive earnings/(losses), the cumulative effects of any changes in accounting principles and earnings/(losses) recognized in connection with any mark-to-market accounting for pensions and other retirement plans. At December 31, 2025, we complied with this covenant. The revolving credit facility also contains customary representations, covenants and events of default. There are no credit rating triggers, provisions or other financial covenants that could require us to post collateral as security.
During 2023, we repaid $ 2.0 billion in term loans related to 2022 credit facility borrowings.
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Long-Term Debt
Our long-term debt consisted of (interest rates are as of December 31, 2025):
As of December 31,
2025 (1)
2024
(in millions)
U.S. dollar notes, 1.250 % to 7.000 % (weighted-average effective rate 3.660 %), due through 2050
$ 9,180 $ 8,834
Euro notes, 0.000 % to 2.375 % (weighted-average effective rate 0.975 %), due through 2041
8,092 7,122
Pound sterling notes, 3.875 % to 4.500 % (weighted-average effective rate 4.151 %), due through 2045
353 327
Swiss franc notes
— 221
Canadian dollar notes, 4.625 % (effective rate 4.719 %), due through 2031
469 864
Finance leases and other
423 310
Total 18,517 17,678
less: current portion of long-term debt
( 1,295 ) ( 2,014 )
Long-term debt $ 17,222 $ 15,664
(1) Amounts are shown net of unamortized discounts, premiums and bank fees of $( 119 ) million and imputed interest on finance leases of $( 42 ) million.
Over the next five years, aggregate principal maturities of our long-term debt, including finance leases, are (in millions):
2026 2027 2028 2029 2030 Thereafter Total
$ 1,312 $ 1,740 $ 2,121 $ 2,246 $ 1,284 $ 9,975 $ 18,678
Debt Repayments
During 2025, we repaid the following notes (in millions):
Interest Rate Maturity Date Amount USD Equivalent
3.250 % March 2025 C$ 600 $ 417
1.500 % May 2025 $ 750 $ 750
4.250 % September 2025 (1)
$ 500 $ 500
1.125 % December 2025 Fr. 200 $ 253
(1) Repaid by Mondelez International Holdings Netherlands B.V. ("MIHN"), a wholly owned Dutch subsidiary of Mondelēz International, Inc.
During 2024, we repaid the following notes (in millions):
Interest Rate Maturity Date Amount USD Equivalent
2.125 % March 2024 $ 500 $ 500
2.250 % September 2024 (1)
$ 500 $ 500
0.000 % September 2024 (1) (2)
€ 300 $ 333
0.750 % September 2024 (1)
$ 500 $ 500
0.617 % September 2024 Fr. 125 $ 148
(1) Repaid by Mondelez International Holdings Netherlands B.V. ("MIHN"), a wholly owned Dutch subsidiary of Mondelēz International, Inc
(2) Repayment of € 300 million exchangeable bonds. Refer to Note 9, Financial Instruments for additional detail on these exchangeable bonds.
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Debt Issuances
During 2025, we issued the following notes (in millions):
Issuance Date Interest Rate Maturity Date Principal Amount
Principal Amount
USD Equivalent
May 2025 4.250 % May 2028 $ 700 $ 700
May 2025 4.500 % May 2030 $ 500 $ 500
May 2025 5.125 % May 2035 $ 400 $ 400
During 2024, we issued the following notes (in millions):
Issuance Date Interest Rate Maturity Date Principal Amount
Principal Amount
USD Equivalent
February 2024 4.750 % February 2029 $ 550 $ 550
July 2024 4.625 % July 2031 C$ 650 $ 473
August 2024 4.750 % August 2034 $ 500 $ 500
Fair Value of Our Debt
The fair value of our short-term borrowings reflects current market interest rates and approximates the amounts we have recorded on our consolidated balance sheets. The fair value of all of our long-term debt, excluding finance lease obligations, was determined using quoted prices in active markets (Level 1 valuation data).
As of December 31,
2025 2024
(in millions)
Fair Value $ 19,553 $ 15,846
Carrying Value 21,205 17,749
Interest and Other Expense, net
Interest and other expense, net consisted of:
For the Years Ended December 31,
2025 2024 2023
(in millions)
Interest expense
$ 599 $ 508 $ 550
Loss on debt extinguishment and related expenses — — 1
Other income, net ( 317 ) ( 328 ) ( 241 )
Interest and other expense, net $ 282 $ 180 $ 310
Other income, net includes amortization of amounts excluded from our assessment of hedge effectiveness related to our net investment hedge derivative contracts, foreign currency transaction gains and losses on certain foreign currency denominated assets and liabilities, gains and losses on certain foreign currency derivative contracts, interest income and other non-operating items. Refer to Note 9, Financial Instruments for additional information about our hedging activities.
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Note 9. Financial Instruments
Derivatives and Hedging Activities
We use derivative instruments to manage our currency exchange rate, commodity price and interest rate risks. We monitor and manage these exposures as part of our overall risk management program, which focuses on the unpredictability of financial markets and seeks to reduce the potentially adverse effects that the volatility of these markets may have on our operating results. A principal objective of our risk management strategies is to reduce significant, unanticipated earnings fluctuations that may arise from volatility in currency exchange rates, commodity prices and interest rates.
When we use derivatives, we are exposed to credit and market risks. We reduce our credit risk by entering into derivatives with investment grade counterparties, limiting our level of exposure with each counterparty and monitoring the financial condition of our counterparties. We also maintain a policy of requiring that all significant, non-exchange traded derivative contracts with a duration of one year or longer are governed by market standard derivatives contracts as provided by the International Swaps and Derivatives Association and other similar local framework agreements. We manage derivative market risk by limiting the types of derivative instruments and derivative strategies we use and the volume of market risk that we plan to hedge through the use of derivative instruments. We do not use derivatives for speculative purposes.
Foreign currency derivatives. We enter into foreign currency forward, option and swap contracts to economically hedge our exposure to changes in exchange rates from certain forecasted transactions and recognized assets and liabilities. Those derivative contracts are not designated for hedge accounting treatment. We also enter into foreign currency forward and option contracts designated as net investment hedges of certain investments in our non-U.S. operations against movements in exchange rates.
Commodity derivatives . We are exposed to price risk related to forecasted purchases of certain commodities that we primarily use as raw materials. We enter into commodity forward, futures, option, and swap contracts to economically hedge those risks. We buy and sell commodity futures to hedge future purchase commitments and we occasionally use related futures to cross-hedge a commodity exposure. Derivative contracts used to hedge commodity price risk are not designated for hedge accounting treatment. Additionally, our commodity forward contracts generally qualify for the normal purchases scope exception and therefore are not subject to derivative mark-to-market accounting.
Interest rate derivatives . We are exposed to interest rate risk related to variable-rate financial assets and liabilities and forecasted borrowings. We use various interest rate derivative instruments, including, for example, interest rate swaps and treasury rate locks, to manage that interest rate risk. We have designated certain interest rate derivatives hedging forecasted borrowings and interest receipts on recognized financial assets as cash flow hedges. Other outstanding interest rate derivatives are not designated for hedge accounting treatment.
Cross-currency swap derivatives. We enter into cross-currency swaps designated as cash flow hedges to hedge currency exchange and interest rate risk on certain debt denominated in a different currency than the functional currency of the borrowing entity. We also enter into cross-currency swaps designated as net investment hedges of certain investments in our non-U.S. operations against movements in exchange rates.
Non-U.S. dollar debt designated as net investment hedges . We have designated certain non-U.S. dollar-denominated debt instruments as hedges of our net investments in certain of our foreign operations. The foreign currency transaction gains and losses from remeasurements of those non-U.S. dollar denominated debt instruments are recognized within the cumulative translation adjustment component of accumulated other comprehensive earnings/(losses) and they offset the cumulative translation adjustments from our net investments in the foreign operations being hedged.
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Derivative instruments and corresponding hedge type were recorded at fair value in the consolidated balance sheets as follows:
As of December 31,
2025 2024
Asset
Derivatives Liability
Derivatives Asset
Derivatives Liability
Derivatives
Type of Hedge (1)
(in millions)
Derivatives designated as
accounting hedges (2) :
Foreign currency contracts
NIH
$ 3 $ 300 $ 5 $ 5
Interest rate contracts
CF
1 3 2 11
Cross-currency swap contracts
CF/NIH
238 370 382 69
242 673 389 85
Derivatives not designated as
accounting hedges:
Foreign currency contracts
$ 161 $ 182 $ 302 $ 118
Commodity contracts 422 924 2,205 1,522
Interest rate contracts 1 1 3 —
584 1,107 2,510 1,640
Total fair value $ 826 $ 1,780 $ 2,899 $ 1,725
(1) Derivative contracts designated as either cash flow (“CF”) or net investment hedging (“NIH”) instruments.
(2) We designate some of our non-U.S. dollar denominated debt to hedge a portion of our net investments in our non-U.S. operations. This debt is not reflected in the table above but is included in long-term debt discussed in Note 8, Debt and Borrowing Arrangements . Non-U.S. dollar denominated debt designated as net investment hedges is also disclosed in the Notional Amounts of Derivatives and Other Hedging Instruments table and the Hedges of Net Investments in International Operations section appearing later in this footnote.
We recorded the fair value of our derivative instruments in the consolidated balance sheets as follows:
As of December 31,
2025 2024
(in millions)
Other current assets
$ 664 $ 2,545
Other assets
162 354
Other current liabilities
1,328 1,641
Other liabilities
452 84
Certain exchange-traded commodity contracts require us to receive from or pay to a broker an amount of cash related to the daily fluctuation in value of the futures contract. Such cash collateral held or placed is known as variation margin and is recorded as other current assets and liabilities. The net asset variation margin balances for futures contracts were $ 364 million and $ 263 million as of December 31, 2025 and December 31, 2024, respectively. These balances are excluded from the table above. Our over-the-counter ("OTC") derivative transactions are governed by International Swaps and Derivatives Association agreements and other standard industry contracts. Under these agreements, we do not post nor require collateral from our counterparties. The majority of our derivative contracts do not have a legal right of set-off. We manage the credit risk in connection with these and all our derivatives by entering into transactions with counterparties with investment grade credit ratings, limiting the amount of exposure with each counterparty and monitoring the financial condition of our counterparties.
Fair Value Measurements of Derivative Instruments
Level 1 fair value measurements use quoted prices in active markets for identical assets or liabilities. Level 1 financial assets and liabilities consist of exchange-traded commodity futures and listed options. The fair value of these instruments is determined based on quoted market prices on commodity exchanges.
Level 2 fair value measurements use quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets with insufficient volume or infrequent transactions, or model-based valuations in which significant inputs are observable in the market. Level 2 financial assets and liabilities
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consist primarily of OTC foreign currency forwards, options and swaps; OTC commodity options; interest rate swaps; and cross-currency swaps. Commodity derivatives are valued using an income approach based on the observable market commodity index prices less the contract rate multiplied by the notional amount or based on pricing models that rely on market observable inputs such as commodity prices. Our calculation of the fair value of foreign currency contracts, interest rate swaps, and cross-currency swaps is derived from a discounted cash flow model based on the terms of the contract and the observable market inputs such as interest rate curves and forward rates. Our calculation of the fair value of financial instruments takes into consideration the risk of nonperformance, including counterparty credit risk.
Level 3 fair value measurements use significant unobservable inputs and include the use of judgment by management about the assumptions market participants would use in pricing the asset or liability.
The fair value measurements (asset/(liability)) of our derivative instruments were classified in the fair value hierarchy as follows:
As of December 31, 2025
Total
Fair Value of Net
Asset/(Liability) Quoted Prices in
Active Markets
for Identical
Assets/(Liabilities)
(Level 1) Significant
Other Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
(in millions)
Foreign currency contracts
$ ( 318 ) $ — $ ( 318 ) $ —
Commodity contracts ( 502 ) ( 188 ) ( 314 ) —
Interest rate contracts ( 2 ) — ( 2 ) —
Cross-currency swap contracts
( 132 ) — ( 132 ) —
Total derivatives $ ( 954 ) $ ( 188 ) $ ( 766 ) $ —
As of December 31, 2024
Total
Fair Value of Net
Asset/(Liability) Quoted Prices in
Active Markets
for Identical
Assets/(Liabilities)
(Level 1)
Significant
Other Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
(in millions)
Foreign currency contracts
$ 184 $ — $ 184 $ —
Commodity contracts 683 ( 111 ) 794 —
Interest rate contracts ( 6 ) — ( 6 ) —
Cross-currency swap contracts
313 — 313 —
Total derivatives $ 1,174 $ ( 111 ) $ 1,285 $ —
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Notional Amounts of Derivatives and Other Hedging Instruments
The gross notional values of our derivative instruments, as well as non-U.S. dollar debt designated as net investment hedging instruments, were:
Notional Amount
As of December 31,
2025 2024
(in millions)
Foreign currency contracts
$ 19,853 $ 13,724
Commodity contracts
14,463 16,210
Interest rate contracts 1,932 4,189
Cross-currency swap contracts
6,912 9,608
Non-U.S. dollar debt designated as net investment hedges:
Euro notes 3,741 3,298
Swiss franc notes — 220
Canadian dollar notes 474 869
Cash Flow Hedges
Our derivative instruments designated as cash flow hedges include interest rate swaps and cross-currency swaps. As of December 31, 2025, the aggregate notional value of those derivatives was $ 1.0 billion.
Cash flow hedge activity, net of taxes, is recorded within accumulated other comprehensive earnings/(losses). Refer to Note 14, Accumulated Other Comprehensive Earnings/(Losses) for additional information on current period activity. Based on current market conditions, $ 38 million of gai ns, net of taxes, included in accumulated other comprehensive earnings/(losses) from cash flow hedges as of December 31, 2025 are expected to be recognized into earnings during the next 12 months.
As of December 31, 2025, our longest dated cash flow hedges were interest rate swaps that hedge forecasted interest receipts over the nex t 3 years.
Hedges of Net Investments in International Operations
Derivative contracts designated as net investment hedges
We enter into foreign currency contracts and cross-currency swaps to hedge certain investments in our non-U.S. operations against movements in exchange rates. As of December 31, 2025, the aggregate notional value of those derivatives was $ 9.5 billion.
Net investment hedge derivative contract pre-tax impacts on other comprehensive earnings/(losses) and net earnings were:
For the Years Ended December 31,
2025 2024 2023
(in millions)
Gain/(loss) on NIH contracts (1)
Foreign currency contracts
$ ( 416 ) $ 38 $ 88
Cross-currency swap contracts
( 609 ) 356 ( 330 )
Total
$ ( 1,025 ) $ 394 $ ( 242 )
Amounts excluded from the assessment of hedge effectiveness (2)
Foreign currency contracts
$ 117 $ 7 $ 28
Cross-currency swap contracts
147 179 120
Total
$ 264 $ 186 $ 148
(1) Amounts recorded for unsettled and settled NIH derivative contracts are recorded within the cumulative translation adjustment section of other comprehensive earnings/(losses).
(2) We assess the effectiveness of NIH relationships based on spot rates and amortize the initial value attributable to the excluded component to earnings over the life of the hedging instrument within interest and other expense, net.
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Non-U.S. dollar debt designated as net investment hedges
Pre-tax gains/(losses) related to non-U.S. dollar debt designated as hedges of net investments in international operations, which are recorded within the cumulative translation adjustment section of other comprehensive earnings/(losses), were:
For the Years Ended December 31,
2025 2024 2023
(in millions)
Euro notes $ ( 443 ) $ 219 $ ( 106 )
Swiss franc notes ( 33 ) 18 ( 54 )
Canadian dollar notes
( 21 ) 58 ( 10 )
Total
$ ( 497 ) $ 295 $ ( 170 )
Derivatives Not Designated as Accounting Hedges
Pre-tax gains/(losses) recorded in net earnings for economic hedges were:
For the Years Ended December 31,
2025 2024 2023
(in millions)
Foreign currency contracts:
Cost of sales
$ ( 236 ) $ 106 $ 17
Selling, general and administrative expenses
( 9 ) ( 8 ) —
Interest and other expense, net
35 89 15
Commodity contracts - Cost of sales
( 984 ) 1,759 262
Interest rate contracts - Interest and other expense, net
1 3 5
Equity method investment contracts - Gain/(loss) on equity method investment transactions (1)
— — 7
Total $ ( 1,193 ) $ 1,949 $ 306
(1) Equity method investment contracts consisted of the bifurcated embedded derivative option that was a component of the September 20, 2021 € 300 million exchangeable bonds issuance and expired on September 20, 2024. Refer to Note 8, Debt and Borrowing Arrangements for additional information.
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Fair Value of Contingent Consideration
Contingent consideration liabilities, which reflect earn-out arrangements from business combinations, are recorded at fair value each period, with changes in fair value reported in earnings. The fair values of our contingent consideration liabilities were $ 149 million and $ 179 million as of December 31, 2025 and December 31, 2024, respectively. Contingent consideration liabilities are primarily recorded in other liabilities in the consolidated balance sheets and changes in their fair values are primarily recorded in selling, general and administrative expenses in the consolidated statements of earnings.
The estimated fair values of our contingent consideration liabilities were primarily determined using Monte Carlo simulations. Significant assumptions used in assessing the fair values of the liabilities include financial projections for net revenue, gross profit, and EBITDA, as well as discount and volatility rates. Fair value measurements of contingent consideration liabilities are classified as Level 3 in the fair value hierarchy because they use significant unobservable inputs.
Contingent consideration liabilities include an earn-out arrangement related to the acquisition of Clif Bar & Company (“Clif Bar”) in 2022. The possible payments under that arrangement range from zero to a maximum total of $ 2.4 billion, with higher payouts requiring the achievement of targets that generate rates of returns in excess of our base financial projections for the business.
The following is a summary of our contingent consideration liability activity:
For the Years Ended December 31,
2025 2024 2023
(in millions)
Liability at the beginning of the period $ 179 $ 680 $ 642
Contingent consideration arising from acquisitions — 49 —
Changes in fair value ( 34 ) ( 394 ) 128
Payments
— ( 155 ) ( 90 )
Currency 4 ( 1 ) —
Liability at the end of the period $ 149 $ 179 $ 680
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Note 10. Benefit Plans
Pension Plans
Obligations and Funded Status
The projected benefit obligations, plan assets and funded status of our pension plans were:
U.S. Plans Non-U.S. Plans
2025 2024 2025 2024
(in millions)
Projected benefit obligation at January 1 $ 1,183 $ 1,206 $ 6,753 $ 7,404
Service cost 3 3 62 59
Interest cost 37 60 287 283
Benefits paid ( 32 ) ( 41 ) ( 476 ) ( 446 )
Settlements paid ( 877 ) ( 48 ) ( 279 ) ( 1 )
Actuarial (gains)/losses
( 7 ) 3 ( 278 ) ( 271 )
Currency — — 645 ( 312 )
Other — — 29 37
Projected benefit obligation at December 31 307 1,183 6,743 6,753
Fair value of plan assets at January 1 1,200 1,277 7,297 7,907
Actual return on plan assets 51 8 192 42
Contributions 10 4 101 109
Benefits paid ( 32 ) ( 41 ) ( 476 ) ( 446 )
Settlements paid ( 877 ) ( 48 ) ( 279 ) ( 1 )
Currency — — 690 ( 324 )
Other ( 23 ) — ( 37 ) 10
Fair value of plan assets at December 31 329 1,200 7,488 7,297
Net pension assets at December 31 $ 22 $ 17 $ 745 $ 544
The accumulated benefit obligation, which represents benefits earned to the measurement date, for U.S. pension plans was $ 0.3 billion at December 31, 2025 and $ 1.2 billion at December 31, 2024. The accumulated benefit obligation for non-U.S. pension plans was $ 6.6 billion at both December 31, 2025 and December 31, 2024.
The actuarial (gain)/loss for our pension plans in 2025 and 2024 was related to changes in assumptions including discount rates used to measure the benefit obligations of those plans.
The combined U.S. and non-U.S. pension plans resulted in a net pension asset of $ 767 million as of December 31, 2025 and a net pension asset of $ 561 million as of December 31, 2024. We recognized these amounts in our consolidated balance sheets as follows:
As of December 31,
2025 2024
(in millions)
Prepaid pension assets $ 1,220 $ 987
Other current liabilities ( 31 ) ( 35 )
Accrued pension costs ( 422 ) ( 391 )
$ 767 $ 561
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Certain of our U.S. and non-U.S. plans are underfunded with accumulated benefit obligations in excess of plan assets. For these plans, the projected benefit obligations, accumulated benefit obligations and the fair value of plan assets were:
U.S. Plans Non-U.S. Plans
As of December 31, As of December 31,
2025 2024 2025 2024
(in millions)
Projected benefit obligation $ 16 $ 24 $ 581 $ 557
Accumulated benefit obligation 16 24 536 514
Fair value of plan assets 2 2 150 157
We used the following weighted-average assumptions to determine our benefit obligations under the pension plans:
U.S. Plans Non-U.S. Plans
As of December 31, As of December 31,
2025 2024 2025 2024
Discount rate 5.48 % 5.18 % 4.59 % 4.45 %
Rate of compensation increase 4.00 % 4.00 % 3.08 % 3.10 %
Year-end discount rates for our U.S., Canadian, Eurozone and U.K. plans were developed from a model portfolio of high quality, fixed-income debt instruments with durations that match the expected future cash flows of the benefit obligations. Year-end discount rates for our remaining non-U.S. plans were developed from local bond indices that match local benefit obligations as closely as possible. Changes in our discount rates were primarily the result of changes in bond yields year-over-year.
For the periods presented, we measure service and interest costs by applying the specific spot rates along a yield curve used to measure plan obligations to the plans’ liability cash flows. We believe this approach provides a more precise measurement of service and interest costs by aligning the timing of the plans’ liability cash flows to the corresponding spot rates on the yield curve.
Components of Net Periodic Pension (Benefit)/Cost
Net periodic pension cost consisted of the following:
U.S. Plans Non-U.S. Plans
For the Years Ended December 31, For the Years Ended December 31,
2025 2024 2023 2025 2024 2023
(in millions)
Service cost $ 3 $ 3 $ 3 $ 62 $ 59 $ 54
Interest cost 37 60 64 287 283 303
Expected return on plan assets ( 50 ) ( 89 ) ( 99 ) ( 444 ) ( 428 ) ( 403 )
Amortization of net loss and prior service cost
3 1 1 73 64 41
Settlement losses and other expenses 293 14 17 55 — 1
Net periodic pension (benefit)/cost
$ 286 $ ( 11 ) $ ( 14 ) $ 33 $ ( 22 ) $ ( 4 )
We determine our expected rate of return on plan assets from the plan assets’ historical long-term investment performance, current asset allocation and estimates of future long-term returns by asset class. For the U.S. plans, we determine the expected return on plan assets component of net periodic pension (benefit)/cost using a calculated market-related value of plan assets methodology that averages gains and losses on the plan assets over a four-year period to determine future pension expense. For our non-U.S. plans, we utilize a similar approach with varying cost recognition periods for some plans, and with others, we determine the expected return on plan assets based on asset fair values as of the measurement date.
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We used the following weighted-average assumptions to determine our net periodic pension cost:
U.S. Plans Non-U.S. Plans
For the Years Ended December 31, For the Years Ended December 31,
2025 2024 2023 2025 2024 2023
Discount rate 5.18 % 5.22 % 5.55 % 4.45 % 4.03 % 4.51 %
Expected rate of return on plan assets
5.43 % 6.25 % 6.25 % 5.93 % 5.54 % 5.41 %
Rate of compensation increase 4.00 % 4.00 % 4.00 % 3.10 % 3.20 % 3.22 %
Pension Plan Settlements
Mondelēz Global LLC Retirement Plan Settlement
During 2024, we entered into agreements with two third-party insurance companies to purchase buy-in annuity contracts to cover the liabilities associated with the Mondelēz Global LLC Retirement Plan (“MDLZ Global Plan”), the pension plan for U.S. salaried employees. The agreements provided us with the option to elect a buy-out conversion, at which time full responsibility of the MDLZ Global Plan obligations would transfer to the insurance companies. During the second quarter of 2025, we elected the buy-out conversion and recognized a non-cash pre-tax settlement loss of $ 282 million as a component of our net periodic pension cost.
Mondelez Canada Inc. - Trusteed Hourly Retirement Plan and Retirement Plan Settlement
During the third quarter of 2025, we entered into an agreement with a third-party insurance company to buy-out the retiree participants' obligations of the Mondelez Canada Inc. Trusteed Hourly Retirement Plan and Mondelez Canada Inc. Retirement Plan. The obligations were transferred to the insurance company and we recognized a non-cash pre-tax settlement loss of $ 54 million as a component of our net periodic pension cost in the third quarter of 2025.
These settlement losses are recorded within benefit plan non-service (expense)/income in the consolidated statements of earnings.
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Plan Assets
The fair value of pension plan assets was determined using the following fair value measurements:
As of December 31, 2025
Asset Category Total Fair
Value Quoted Prices
in Active Markets
for Identical
Assets
(Level 1) Significant
Other
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
(in millions)
U.S. equity securities $ 1 $ 1 $ — $ —
Pooled funds - equity securities 853 758 95 —
Total equity securities 854 759 95 —
Government bonds 1,910 77 1,833 —
Pooled funds - fixed-income securities 1,160 1,021 139 —
Corporate bonds and fixed-income securities
686 289 397 —
Buy-in annuity contracts and other
1,154 — — 1,154
Total fixed-income securities 4,910 1,387 2,369 1,154
Real estate 274 210 — 64
Private equity 3 — — 3
Cash and other
80 74 6 —
Total assets in the fair value hierarchy $ 6,121 $ 2,430 $ 2,470 $ 1,221
Investments measured at net asset value 1,590
Total investments at fair value $ 7,711
As of December 31, 2024
Asset Category Total Fair
Value Quoted Prices
in Active Markets
for Identical
Assets
(Level 1) Significant
Other
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
(in millions)
U.S. equity securities $ 1 $ 1 $ — $ —
Pooled funds - equity securities 833 751 82 —
Total equity securities 834 752 82 —
Government bonds 1,854 70 1,784 —
Pooled funds - fixed-income securities 945 825 120 —
Corporate bonds and fixed-income securities
563 243 320 —
Buy-in annuity contracts and other
2,082 — — 2,082
Total fixed-income securities 5,444 1,138 2,224 2,082
Real estate 222 159 — 63
Private equity 3 — — 3
Cash and other
87 77 9 1
Total assets in the fair value hierarchy $ 6,590 $ 2,126 $ 2,315 $ 2,149
Investments measured at net asset value 1,811
Total investments at fair value $ 8,401
We excluded plan assets of $ 106 million at December 31, 2025 and $ 96 million at December 31, 2024 from the above tables related to certain insurance contracts as they are reported at contract value, in accordance with authoritative guidance.
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Fair value measurements
• Level 1 – includes primarily U.S and non-U.S. equity securities and government bonds valued using quoted prices in active markets.
• Level 2 – includes primarily pooled funds, including assets in real estate pooled funds, valued using net asset values of participation units held in common collective trusts, as reported by the managers of the trusts and as supported by the unit prices of actual purchase and sale transactions. Level 2 plan assets also include corporate bonds and other fixed-income securities, valued using independent observable market inputs, such as matrix pricing, yield curves and indices.
• Level 3 – includes investments valued using unobservable inputs that reflect the plans’ judgments about the assumptions that market participants would use in pricing the assets, based on the best information available.
• Fair value estimates for pooled funds are calculated by the investment advisor when reliable quotations or pricing services are not readily available for certain underlying securities. The estimated value is based on either cost or last sale price for most of the securities valued in this fashion.
• Fair value estimates for private equity investments are calculated by the general partners using the market approach to estimate the fair value of private investments. The market approach utilizes prices and other relevant information generated by market transactions, type of security, degree of liquidity, restrictions on the disposition, latest round of financing data, company financial statements, relevant valuation multiples and discounted cash flow analyses.
• Fair value estimates for private debt placements are calculated using standardized valuation methods, including income-based techniques such as discounted cash flow projections or market-based techniques utilizing public and private transaction multiples as comparables.
• Fair value estimates for real estate investments are calculated by investment managers using the present value of future cash flows expected to be received from the investments, based on valuation methodologies such as appraisals, local market conditions, and current and projected operating performance.
• Fair value estimates for buy-in annuity policies (excluding the MDLZ Global Plan buy-in) are calculated on a replacement policy value basis by discounting the projected cash flows of the plan members using a discount rate based on risk-free rates and adjustments for estimated levels of insurer pricing. The fair value of the MDLZ Global Plan buy-in annuity was set equal to the estimated contract value as of December 31, 2024.
• Net asset value – primarily includes equity funds, fixed income funds, real estate funds, hedge funds and private equity investments for which net asset values are normally used.
Changes in our Level 3 plan assets included:
Asset Category January 1,
2025
Balance Net Realized
and Unrealized
Gains/
(Losses) Net Purchases,
Issuances and
Settlements Net Transfers
Into/(Out of)
Level 3 Currency
Impact December 31,
2025
Balance
(in millions)
Buy-in annuity contracts and other
$ 2,082 $ ( 12 ) $ ( 1,005 ) $ — $ 89 $ 1,154
Real estate 63 1 — — — 64
Private equity and other 4 — ( 1 ) — — 3
Total Level 3 investments $ 2,149 $ ( 11 ) $ ( 1,006 ) $ — $ 89 $ 1,221
Asset Category January 1,
2024
Balance Net Realized
and Unrealized
Gains/
(Losses) Net Purchases,
Issuances and
Settlements Net Transfers
Into/(Out of)
Level 3 Currency
Impact December 31,
2024
Balance
(in millions)
Buy-in annuity contracts and other
$ 1,471 $ ( 62 ) $ 702 $ — $ ( 29 ) $ 2,082
Real estate 62 — — — 1 63
Private equity
3 — — — 1 4
Total Level 3 investments $ 1,536 $ ( 62 ) $ 702 $ — $ ( 27 ) $ 2,149
The decrease in Level 3 pension plan investments during 2025 was related to net purchases, issuances and settlements, including the settlement of the MDLZ Global Plan buy-in annuity, and return on plan assets, partially offset by currency impact. The increase in Level 3 pension plan investments during 2024 was related to net purchases, issuances and settlements, including the purchase of the MDLZ Global Plan buy-in annuity, partially
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offset by a decreased return on plan assets and currency impact.
The percentage of fair value of pension plan assets was:
U.S. Plans Non-U.S. Plans
As of December 31, As of December 31,
Asset Category 2025 2024 2025 2024
Equity securities 19 % 4 % 14 % 14 %
Fixed-income securities 70 % 21 % 64 % 64 %
Real estate — — 5 % 4 %
Buy-in annuity contracts
— 75 % 16 % 17 %
Cash 11 % — 1 % 1 %
Total 100 % 100 % 100 % 100 %
For our U.S. plans, our investment strategy is to reduce our funded status risk in part through appropriate asset allocation within our plan assets. We attempt to maintain our target asset allocation by rebalancing between asset classes as we make monthly benefit payments. The strategy involves using indexed U.S. equity and international equity securities and actively managed U.S. investment grade fixed-income securities (which constitute 75 % or more of fixed-income securities) with smaller allocations to high yield fixed-income securities.
For our non-U.S. plans, the investment strategy is subject to local regulations and the asset/liability profiles of the plans in each individual country. In aggregate, the asset allocation targets of our non-U.S. plans are broadly characterized as a mix of approximately 12 % equity securities, 56 % fixed-income securities, 27 % buy-in annuity contracts and 5 % real estate.
Employer Contributions
In 2025, we contributed $ 10 million to our U.S. pension plans and $ 78 million to our non-U.S. pension plans. In addition, employees contributed $ 23 million to our non-U.S. plans. We make contributions to our pension plans in accordance with local funding arrangements and statutory minimum funding requirements. Discretionary contributions are made to the extent that they are tax deductible and do not generate an excise tax liability. In 2026, we estimate that our pension contributions will be $ 1 million to our U.S. plans and $ 77 million to our non-U.S. plans based on current tax laws. Our actual contributions may be different due to many factors, including changes in tax and other benefit laws, significant differences between expected and actual pension asset performance or interest rates.
Future Benefit Payments
The estimated future benefit payments from our pension plans at December 31, 2025 were (in millions):
2026 2027 2028 2029 2030 2031-2035
U.S. Plans $ 35 $ 18 $ 19 $ 19 $ 20 $ 106
Non-U.S. Plans 454 436 438 446 450 2,281
Multiemployer Pension Plans
In accordance with obligations we have under collective bargaining agreements, we made contributions to multiemployer pension plans for continuing participation and these amounts were not material. Our contributions are based on our contribution rates under our collective bargaining agreements, the number of our eligible employees and fund surcharges.
On July 11, 2019, we received a withdrawal liability assessment from the Bakery and Confectionery Union and Industry International Pension Fund requiring pro-rata monthly payments over 20 years and we recorded a discounted liability of $ 491 million at that time. In connection with the discounted long-term liability, we recorded accreted interest of $ 9 million in 2025, $ 10 million in 2024 and $ 10 million 2023 within interest and other expense, net in the consolidated statements of earnings. As of December 31, 2025, the remaining discounted withdrawal liability was $ 294 million, with $ 16 million recorded in other current liabilities and $ 278 million recorded in other liabilities in the consolidated balance sheet.
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Other Costs
We sponsor and contribute to employee defined contribution plans. These plans cover eligible salaried, non-union and union employees. Our contributions and costs are determined by the matching of employee contributions, as defined by the plans. Amounts charged to expense for defined contribution plans totaled $ 75 million in 2025, $ 68 million in 2024 and $ 66 million 2023.
Postretirement Benefit Plans
Obligations and Funded Status
The changes in and the amount of the accrued benefit obligation of U.S. and non-U.S. plans were:
As of December 31,
2025 2024
(in millions)
Accrued benefit obligation at January 1 $ 183 $ 205
Service cost 1 1
Interest cost 10 10
Benefits paid ( 15 ) ( 17 )
Plan amendments ( 33 ) —
Currency 3 ( 7 )
Actuarial losses/(gains)
6 ( 9 )
Accrued benefit obligation at December 31 155 183
Fair value of plan assets at January 1
74 70
Employer Contributions 10 14
Benefit Payments ( 15 ) ( 17 )
Actual Return on Assets 7 7
Fair value of plan assets at December 31 76 74
Net postretirement plan liabilities at December 31
$ 79 $ 109
The fair value of plan assets as of December 31, 2025 pertain to the U.S. plan as our postretirement health care plans are funded in the U.S.
The current portion of our accrued postretirement benefit obligation of $ 5 million at December 31, 2025 and $ 11 million at December 31, 2024 is included in other current liabilities and the long-term portion of $ 74 million at December 31, 2025 and $ 98 million at December 31, 2024 is presented as accrued postretirement health care costs in our consolidated balance sheets.
The actuarial losses/(gains) for our postretirement plans in 2025 and 2024 were driven by assumption changes, including discount rates, used to measure the benefit obligations of those plans.
We used the following weighted-average assumptions to determine our postretirement benefit obligations:
U.S. Plans Non-U.S. Plans
As of December 31, As of December 31,
2025 2024 2025 2024
Discount rate 5.55 % 5.70 % 5.98 % 5.77 %
Health care cost trend rate assumed for next year
7.00 % 6.50 % 4.98 % 5.04 %
Ultimate health care cost trend rate
5.00 % 5.00 % 4.60 % 4.64 %
Year that the rate reaches the ultimate trend rate 2034 2031 2040 2040
Year-end discount rates for our U.S., Canadian and U.K. plans were developed from a model portfolio of high quality, fixed-income debt instruments with durations that match the expected future cash flows of the benefit obligations. Year-end discount rates for our remaining non-U.S. plans were developed from local bond indices that
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match local benefit obligations as closely as possible. Changes in our discount rates were primarily the result of changes in bond yields year-over-year. Our expected health care cost trend rate is based on historical costs.
For the periods presented, we measure service and interest costs for other postretirement benefits by applying the specific spot rates along a yield curve used to measure plan obligations to the plans’ liability cash flows. We believe this approach provides a good measurement of service and interest costs by aligning the timing of the plans’ liability cash flows to the corresponding spot rates on the yield curve.
Net Periodic Postretirement Health Care (Benefits)/Costs
The net periodic postretirement benefit was $ 12 million, $ 11 million and $ 5 million for the years ended December 31, 2025, 2024 and 2023, respectively.
We used the following weighted-average assumptions to determine our net periodic postretirement health care cost:
U.S. Plans Non-U.S. Plans
For the Years Ended December 31, For the Years Ended December 31,
2025 2024 2023 2025 2024 2023
Discount rate 5.70 % 5.20 % 5.53 % 5.77 % 5.72 % 6.07 %
Expected rate of return
on plan assets 7.50 % 7.25 % — — — —
Health care cost trend rate 7.00 % 6.50 % 7.00 % 4.98 % 5.04 % 5.98 %
Future Benefit Payments
Our estimated future benefit payments for our postretirement health care plans at December 31, 2025 were (in millions):
2026 2027 2028 2029 2030 2031-2035
U.S. Plans $ 9 $ 4 $ 4 $ 4 $ 4 $ 24
Non-U.S. Plans 5 5 5 5 5 27
Other Costs
We made contributions to multiemployer medical plans totaling $ 18 million in 2025, $ 17 million in 2024 and $ 18 million in 2023. These plans provide medical benefits to active employees and retirees under certain collective bargaining agreements.
Postemployment Benefit Plans
Obligations
Our postemployment plans are not funded. The changes in and the amount of the accrued benefit obligation were:
As of December 31,
2025 2024
(in millions)
Accrued benefit obligation at January 1 $ 93 $ 92
Service cost 9 9
Interest cost 8 7
Benefits paid ( 27 ) ( 21 )
Actuarial (gains)/losses
( 5 ) 6
Accrued benefit obligation at December 31 $ 78 $ 93
The accrued benefit obligation was determined using a weighted-average discount rate of 6.3 % in 2025 and 9.1 % in 2024, an assumed weighted-average ultimate annual turnover rate of 0.7 % in 2025 and 0.8 % in 2024, assumed compensation cost increases of 4.0 % in 2025 and 2024 and assumed benefits as defined in the respective plans.
Postemployment costs arising from actions that offer employees benefits in excess of those specified in the respective plans are charged to expense when incurred.
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Net Periodic Postemployment Costs
The net periodic postemployment cost was $ 20 million for the years ended December 31, 2025 and 2024 and $ 4 million for the year ended December 31, 2023.
As of December 31, 2025, the estimated net gain for the postemployment benefit plans that we expect to amortize from accumulated other comprehensive earnings/(losses) into net periodic postemployment costs during 2026 is approximately $ 2 million.
Note 11. Commitments and Contingencies
Legal Proceedings
We routinely are involved in various pending or threatened legal proceedings, claims, disputes, regulatory matters and governmental inquiries, inspections or investigations arising in the ordinary course of or incidental to our business, including those noted below in this section. We record provisions in the consolidated financial statements for pending legal matters when we determine that an unfavorable outcome is probable, and the amount of the loss can be reasonably estimated. For matters we have not provided for that are reasonably possible to result in an unfavorable outcome, management is unable to estimate the possible loss or range of loss or such amounts have been determined to be immaterial. At present we believe that the ultimate outcome of these legal proceedings and regulatory and governmental matters, individually and in the aggregate, will not materially harm our financial position, results of operations or cash flows. However, legal proceedings and regulatory and governmental matters are subject to inherent uncertainties, and unfavorable rulings or other events could occur. Unfavorable resolutions could involve substantial fines, civil or criminal penalties, and other expenditures. In addition, in matters for which conduct remedies are sought, unfavorable resolutions could include an injunction or other order prohibiting us from selling one or more products at all or in particular ways, precluding particular business practices or requiring other equitable remedies. An unfavorable outcome might result in a material adverse impact on our business, results of operations or financial position.
On April 1, 2015, the U.S. Commodity Futures Trading Commission ("CFTC") filed a complaint against Kraft Foods Group and Mondelēz Global LLC (“Mondelēz Global”) in the U.S. District Court for the Northern District of Illinois (the "District Court") related to the trading of December 2011 wheat futures contracts that occurred prior to the spin-off of Kraft Foods Group. The complaint alleged that Mondelēz Global: (1) manipulated or attempted to manipulate the wheat markets during the fall of 2011; (2) violated position limit levels for wheat futures; and (3) engaged in non-competitive trades. On May 13, 2022, the District Court approved a settlement agreement between the CFTC and Mondelēz Global. The terms of the settlement, which are available in the District Court’s docket, had an immaterial impact on our financial position, results of operations and cash flows and did not include an admission by Mondelēz Global. Several class action complaints also were filed against Mondelēz Global in the District Court by investors who copied and expanded upon the CFTC allegations in a series of private claims for monetary damages as well as injunctive, declaratory, and other unspecified relief. In June 2015, these suits were consolidated in the United States District Court for the Northern District of Illinois as case number 15-cv-2937, Harry Ploss et al. v. Kraft Foods Group, Inc. and Mondelēz Global LLC. On January 3, 2020, the District Court granted plaintiffs' request to certify a class. In November 2022, the District Court adjourned the trial date it had previously set for November 30, 2022 and ordered the parties to brief Kraft’s motions to decertify the class and for summary judgment, which has been completed. The District Court heard argument on these motions in March 2024 and took them under submission. It is not possible to predict the outcome of these matters; however, based on our Separation and Distribution Agreement with Kraft Foods Group dated as of September 27, 2012, we expect to bear any monetary penalties or other payments in connection with the class action.
As previously disclosed, in November 2019, the European Commission informed us that it initiated an investigation into our alleged infringement of European Union competition law through certain practices allegedly restricting cross-border trade within the European Economic Area. In the second quarter of 2024, we reached a negotiated resolution in this matter. At that time, we had accrued on a pre-tax basis, a liability of € 337.5 million ($ 376 million). Pursuant to the terms of the agreed settlement, we fulfilled our payment obligation in August 2024. We do not anticipate any modification of our business practices and agreements that would have a material impact on our ongoing business operations within the European Union.
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Third-Party Guarantees
We enter into third-party guarantees primarily to cover long-term obligations of our vendors. As part of these transactions, we guarantee that third parties will make contractual payments or achieve performance measures. As of December 31, 2025 and December 31, 2024, we had no material third-party guarantees recorded on our consolidated balance sheets.
Tax Matters
We are a party to various tax matter proceedings incidental to our business. These proceedings are subject to inherent uncertainties, and unfavorable outcomes could subject us to additional tax liabilities and could materially adversely impact our business, results of operations or financial position.
Note 12. Capital Stock
Our amended and restated articles of incorporation authorize 5.0 billion shares of Common Stock and 500 million shares of preferred stock. There were no preferred shares issued and outstanding at December 31, 2025, 2024 and 2023. Shares of Common Stock issued, in treasury and outstanding, were:
Shares Issued Treasury Shares Shares
Outstanding
Balance at January 1, 2023 1,996,537,778 ( 630,646,687 ) 1,365,891,091
Shares repurchased — ( 22,564,627 ) ( 22,564,627 )
Exercise of stock options and issuance of
other stock awards — 5,156,241 5,156,241
Balance at December 31, 2023 1,996,537,778 ( 648,055,073 ) 1,348,482,705
Shares repurchased — ( 36,152,376 ) ( 36,152,376 )
Exercise of stock options and issuance of
other stock awards — 5,498,809 5,498,809
Balance at December 31, 2024 1,996,537,778 ( 678,708,640 ) 1,317,829,138
Shares repurchased — ( 39,604,831 ) ( 39,604,831 )
Exercise of stock options and issuance of
other stock awards — 3,352,107 3,352,107
Balance at December 31, 2025 1,996,537,778 ( 714,961,364 ) 1,281,576,414
Stock plan awards to employees and non-employee directors are issued from treasury shares. At December 31, 2025, 68.1 million shares of Common Stock held in treasury were reserved for stock options and other stock awards.
Share Repurchase Program
Effective January 1, 2025, our Board of Directors approved a program authorizing the repurchase of $ 9.0 billion of our Common Stock through December 31, 2027. Repurchases under the program are determined by management and are wholly discretionary.
During the year ended December 31, 2025, we repurchased approximately 40 million shares of Common Stock at an average cost of $ 58.02 per share, or an aggregate cost of approximately $ 2.3 billion, all of which was paid during the period. All share repurchases were funded through available cash and commercial paper issuances. As of December 31, 2025, we have approximately $ 6.7 billion in remaining share repurchase capacity.
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Note 13. Stock Plans
Under our 2024 Performance Incentive Plan (the “2024 PIP”), we are authorized through May 21, 2034 to issue a maximum of 50.7 million shares of our Common Stock. As of December 31, 2025, there were 47.0 million shares available to be granted.
Stock Compensation Plans
Stock Options
We recorded compensation expense related to stock options held by our employees of $ 27 million in 2025, $ 30 million in 2024 and $ 25 million in 2023 in our results from continuing operations. The deferred tax benefit recorded related to this compensation expense was $ 3 million in 2025, $ 5 million in 2024 and $ 4 million in 2023. The unamortized compensation expense related to our employee stock options was $ 19 million at December 31, 2025 and is expected to be recognized over a weighted-average period of 1.6 years.
Our weighted-average Black-Scholes Model fair value assumptions were:
Risk-Free
Interest Rate Expected Life Expected
Volatility Expected
Dividend Yield Fair Value
at Grant Date
2025 4.06 % 6 years 22.52 % 3.09 % $ 12.63
2024 4.21 % 5 years 20.93 % 2.33 % $ 15.23
2023 4.18 % 5 years 20.97 % 2.32 % $ 13.57
The risk-free interest rate represents the constant maturity U.S. government treasuries rate with a remaining term equal to the expected life of the options. The expected life is the period over which our employees are expected to hold their options. Volatility reflects historical movements in our stock price for a period commensurate with the expected life of the options. The dividend yield reflects the dividend yield in place at the time of the historical grants.
Stock option activity is reflected below:
Shares Subject
to Option Weighted-
Average
Exercise or
Grant Price
Per Share Average
Remaining
Contractual
Term Aggregate
Intrinsic
Value
Balance at January 1, 2023 20,490,250 $ 46.31 $ 417 million
Granted
2,476,320 65.39
Exercised (1)
( 3,894,213 ) 39.59 $ 123 million
Canceled
( 394,237 ) 59.41
Balance at December 31, 2023 18,678,120 49.96 $ 420 million
Granted
2,297,630 73.03
Exercised (1)
( 4,096,571 ) 43.30 $ 121 million
Canceled
( 400,010 ) 63.40
Balance at December 31, 2024 16,479,169 54.51 $ 135 million
Granted
2,025,000 65.13
Exercised (1)
( 2,258,520 ) 42.59 $ 49 million
Canceled
( 523,730 ) 67.18
Balance at December 31, 2025 15,721,919 57.17 5 years $ 55 million
Exercisable at December 31, 2025 12,029,819 53.92 4 years $ 55 million
(1) Cash received from options exercised was $ 94 million in 2025, $ 175 million in 2024 and $ 152 million in 2023. The excess income tax benefit from stock option exercises was $ 7 million in 2025, $ 19 million in 2024 and $ 21 million in 2023.
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Performance Share Units and Deferred Stock Units
We recorded compensation expense related to PSUs and DSUs of $ 87 million in 2025, $ 117 million in 2024 and $ 121 million in 2023 in our results from continuing operations. The deferred tax benefit recorded related to this compensation expense was $ 14 million in 2025, $ 19 million in 2024 and $ 18 million in 2023. The unamortized compensation expense related to our PSUs and DSUs was $ 129 million at December 31, 2025 and is expected to be recognized over a weighted-average period of 1.8 years.
Our PSU and DSU activity is reflected below:
Number
of Shares Weighted-Average
Fair Value
Per Share (3)
Weighted-Average
Aggregate
Fair Value
Balance at January 1, 2023 4,451,674 $ 60.12
Units granted:
Performance share units (1)
1,312,820 67.48
Deferred stock units
926,288 65.99
Total units granted (1)
2,239,108 66.86 $ 150 million
Vested (1) (2)
( 1,772,439 ) 61.92 $ 110 million
Forfeited
( 365,177 ) 62.66
Balance at December 31, 2023 4,553,166 62.53
Units granted:
Performance share units (1)
1,517,643 67.76
Deferred stock units
930,655 72.35
Total units granted (1)
2,448,298 69.50 $ 170 million
Vested (1) (2)
( 2,075,329 ) 58.51 $ 121 million
Forfeited
( 389,561 ) 66.91
Balance at December 31, 2024 4,536,574 67.76
Units granted:
Performance share units (1)
1,438,015 67.95
Deferred stock units
1,443,758 63.19
Total units granted (1)
2,881,773 65.56 $ 189 million
Vested (1) (2)
( 1,562,811 ) 63.29 $ 99 million
Forfeited
( 518,412 ) 69.30
Balance at December 31, 2025 5,337,124 67.73
(1) Includes incremental PSUs issued over target.
(2) The income tax shortfall upon vesting of PSUs and DSUs was $ 1 million in 2025 and the excess tax benefit upon vesting of PSUs and DSUs was $ 7 million in 2024 and $ 3 million in 2023.
(3) The grant date fair value of PSUs is determined based on the Monte Carlo simulation model for the market-based total shareholder return component and the closing market price of the Company’s stock on the grant date for performance-based components. The Monte Carlo simulation model incorporates the probability of achieving the total shareholder return market condition. Compensation expense is recognized using the grant date fair values regardless of whether the market condition is achieved, as long as the requisite service has been provided.
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Note 14. Accumulated Other Comprehensive Earnings/(Losses)
The following table summarizes the changes in the accumulated balances of each component of accumulated other comprehensive earnings/(losses). Amounts reclassified from accumulated other comprehensive earnings/(losses) to net earnings (net of tax) were net losses of $ 411 million in 2025, $ 21 million in 2024 and $ 84 million in 2023.
For the Years Ended December 31,
2025 2024 2023
(in millions)
Currency Translation Adjustments:
Balance at beginning of period $ ( 11,017 ) $ ( 9,574 ) $ ( 9,808 )
Currency translation adjustments 782 ( 1,390 ) 177
Tax effect
79 ( 63 ) 52
Other comprehensive earnings/(losses) 861 ( 1,453 ) 229
less: other comprehensive (earnings)/loss attributable to noncontrolling interests ( 24 ) 10 5
Balance at end of period ( 10,180 ) ( 11,017 ) ( 9,574 )
Pension and Other Benefit Plans:
Balance at beginning of period $ ( 1,402 ) $ ( 1,323 ) $ ( 1,105 )
Net actuarial gain/(loss) arising during period ( 5 ) ( 233 ) ( 229 )
Tax effect on net actuarial gain/(loss)
89 51 39
Losses/(gains) reclassified into net earnings:
Amortization of net loss and prior service (1)
61 52 25
Settlement losses and other expenses (1)
348 14 18
Tax expense/(benefit) on reclassifications (3)
( 100 ) ( 14 ) ( 11 )
Currency impact ( 126 ) 51 ( 60 )
Other comprehensive earnings/(losses) 267 ( 79 ) ( 218 )
Balance at end of period ( 1,135 ) ( 1,402 ) ( 1,323 )
Derivative Cash Flow Hedges:
Balance at beginning of period $ ( 52 ) $ ( 49 ) $ ( 34 )
Interest rate contracts gains/(losses)
( 1 ) ( 3 ) ( 15 )
Cross-currency swap contracts gains/(losses)
( 81 ) 20 ( 35 )
Other derivative gains/(losses)
( 7 ) 1 ( 11 )
Tax effect on net derivative gain/(loss)
( 3 ) 6 ( 4 )
Losses/(gains) reclassified into net earnings:
Interest rate contracts (2)
6 10 8
Cross-currency swap contracts (2)
90 ( 42 ) 40
Other derivative contracts (2)
— 4 —
Tax expense/(benefit) on reclassifications (3)
6 ( 3 ) 4
Currency impact ( 7 ) 4 ( 2 )
Other comprehensive earnings/(losses) 3 ( 3 ) ( 15 )
Balance at end of period ( 49 ) ( 52 ) ( 49 )
Accumulated other comprehensive losses:
Balance at beginning of period $ ( 12,471 ) $ ( 10,946 ) $ ( 10,947 )
Total other comprehensive earnings/(losses) 1,131 ( 1,535 ) ( 4 )
less: other comprehensive (earnings)/loss attributable to noncontrolling interests
( 24 ) 10 5
Other comprehensive earnings/(losses) 1,107 ( 1,525 ) 1
Balance at end of period $ ( 11,364 ) $ ( 12,471 ) $ ( 10,946 )
(1) These reclassified losses/(gains) are included in net periodic benefit costs disclosed in Note 10, Benefit Plans .
(2) These reclassified losses/(gains) are recorded within interest and other expense, net.
(3) Taxes reclassified to earnings are recorded within the provision for income taxes.
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Note 15. Restructuring
2025 Restructuring Actions
In the fourth quarter of 2025, we implemented restructuring actions to reduce our cost structure and streamline our operations. We incurred charges of $ 24 million in connection with those actions for employee severance and related costs. Those charges are classified within asset impairment and exit costs and our cash payments for those charges through December 31, 2025 were not material.
Simplify to Grow Program
In 2014, our Board of Directors approved a multi-year restructuring program (“Simplify to Grow Program”), to reduce our operating cost structure in both our supply chain and overhead costs. Total restructuring and related implementation charges of $ 5.4 billion were incurred throughout the Simplify to Grow Program, which ended in December 2024.
We recorded restructuring charges of $ 77 million in 2024 and $ 106 million in 2023, primarily within asset impairment and exit costs . We recorded implementation costs of $ 72 million in 2024 and $ 25 million in 2023 within cost of sales and selling, general and administrative expenses.
The Simplify to Grow Program restructuring liability activity for the years ended December 31, 2025 and 2024 was:
Severance
and related
costs Asset
Write-downs and Other
Total
(in millions)
Liability Balance, January 1, 2024 $ 191 $ — $ 191
Charges
56 21 77
Cash spent
( 48 ) — ( 48 )
Non-cash items
( 1 ) ( 21 ) ( 22 )
Currency ( 10 ) — ( 10 )
Liability Balance, December 31, 2024 188 — 188
Payments
( 59 ) — ( 59 )
Currency and other
( 5 ) — ( 5 )
Liability balance, December 31, 2025
$ 124 $ — $ 124
The liability for restructuring charges is included within other current liabilities and other liabilities.
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Note 16. Income Taxes
Earnings/(losses) from continuing operations before income taxes and the provision for income taxes consisted of:
For the Years Ended December 31,
2025 2024 2023
(in millions)
Earnings/(losses) from continuing operations before income taxes:
United States $ 750 $ 1,688 $ 1,500
Outside United States 2,264 4,573 4,380
$ 3,014 $ 6,261 $ 5,880
Provision for income taxes:
United States federal:
Current $ 102 $ 268 $ 667
Deferred 54 98 ( 167 )
156 366 500
State and local:
Current ( 3 ) 83 123
Deferred 8 28 ( 50 )
5 111 73
Total United States 161 477 573
Outside United States:
Current 667 861 784
Deferred ( 46 ) 131 180
Total outside United States 621 992 964
Total provision for income taxes $ 782 $ 1,469 $ 1,537
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The effective income tax rate on pre-tax earnings differed from the U.S. federal statutory rate as follows:
For the Year Ended December 31,
2025
(in millions)
U.S. federal statutory rate $ 633 21.0 %
State and local income taxes, net of federal tax effect
37 1.2 %
Foreign tax effects:
Brazil:
Nontaxable or nondeductible items ( 34 ) ( 1.1 ) %
Other - Brazil 10 0.3 %
China 55 1.8 %
Germany:
Nontaxable or nondeductible items ( 44 ) ( 1.5 ) %
Other - Germany 7 0.2 %
Russia:
Cross-border tax laws - withholding tax 33 1.1 %
Other - Russia 24 0.8 %
Singapore ( 37 ) ( 1.2 ) %
Switzerland:
Changes in valuation allowances 45 1.5 %
Other - Switzerland ( 44 ) ( 1.5 ) %
Other foreign jurisdictions 162 5.4 %
Effects of changes in tax laws or rates enacted in the current period — — %
Effects of cross-border tax laws (net of foreign tax credits):
Global intangible low-taxed income 57 1.9 %
Other ( 64 ) ( 2.1 ) %
Tax credits ( 17 ) ( 0.6 ) %
Changes in valuation allowances 35 1.2 %
Nontaxable or nondeductible items 10 0.3 %
Changes in unrecognized tax benefits ( 88 ) ( 2.9 ) %
Other 2 0.1 %
Effective tax rate $ 782 25.9 %
The following states make up more than 50% of state income tax expense: California, Illinois, Texas, New Jersey and Pennsylvania.
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For the Years Ended December 31,
2024 2023
U.S. federal statutory rate 21.0 % 21.0 %
Increase/(decrease) resulting from:
State and local income taxes, net of federal tax benefit 1.2 % ( 0.1 )%
Foreign rate differences
3.0 % 2.0 %
Changes in judgment on realizability of deferred tax assets ( 0.2 )% ( 0.1 )%
Net change in tax accruals
0.5 % ( 0.2 )%
Tax accrual on investment in KDP (including tax impact of share sales)
— % 2.8 %
Excess tax benefits from equity compensation ( 0.4 )% ( 0.4 )%
Tax legislation 0.2 % 1.4 %
Business sales
— % ( 0.5 )%
Tax benefit from legal entity reorganization
( 2.3 )% — %
Foreign tax provisions under TCJA (GILTI, FDII and BEAT) (1)
0.5 % 0.6 %
Tax impacts from the European Commission legal matter
— % ( 0.4 )%
Effective tax rate 23.5 % 26.1 %
(1) The Tax Cuts and Jobs Act of 2017 (“TCJA”) established the Global Intangible Low-Tax Income (“GILTI”) provision, which taxes U.S. allocated expenses and certain income from foreign operations; the Foreign-Derived Intangible Income (“FDII”) provision, which allows a deduction against certain types of U.S. taxable income resulting in a lower effective U.S. tax rate on such income; and the Base Erosion Anti-abuse Tax (“BEAT”), which is a minimum tax based on cross-border service payments by U.S. entities.
Our 2025 effective tax rate was 25.9 %, higher than the 21% U.S. federal statutory rate due to the net unfavorable impacts of our jurisdictional mix of pretax income, foreign provisions under U.S. tax laws and a net increase to valuation allowances. This was partially offset by favorable tax benefits related to audit settlements, final 2024 tax return filings and the tax treatment of certain foreign pension assets.
Our 2024 effective tax rate of 23.5 % was higher than the 21% U.S. federal statutory rate due to the net unfavorable impact attributable to our jurisdictional mix of pretax income and applicable tax rates as well as unfavorable foreign provisions under U.S. tax laws, partially offset by a net benefit resulting from a legal entity reorganization associated with a prior year acquisition.
Our 2023 effective tax rate of 26.1 % was higher than the 21% U.S. federal statutory rate due to a $ 125 million net tax expense incurred in connection with the KDP share sale during the first quarter of 2023 (the earnings were reported separately on our statement of earnings and thus not included in earnings before income taxes). Excluding these impacts, our effective tax rate was 24.0 %, which reflects unfavorable foreign provisions under U.S. tax laws as well as net unfavorable impacts from the mix of pretax income and applicable tax rates in various non-U.S. jurisdictions. The 24.0 % included a $ 150 million net tax expense related to pretax gains and losses on KDP marketable securities. It also included a favorable discrete net tax benefit of $ 40 million, driven primarily by a $ 51 million net benefit from the release of liabilities for uncertain tax positions due to expirations of statutes of limitations and audit settlements in several jurisdictions and a $ 24 million benefit for the expected tax deduction on the European Commission legal matter, partially offset by a $ 63 million expense from updating our Swiss tax reform position in Switzerland as it relates to the 2024 tax year.
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Cash taxes paid, net of refunds, were as follows:
For the Year Ended December 31,
2025
(in millions)
U.S. Federal $ 338
U.S. State 45
Total U.S. 383
Foreign:
China
91
Russia
69
Switzerland
63
Other foreign 468
Total foreign 691
Total
$ 1,074
Tax effects of temporary differences that gave rise to deferred income tax assets and liabilities consisted of:
As of December 31,
2025 2024
(in millions)
Deferred income tax assets:
Accrued postretirement and postemployment benefits $ 44 $ 50
Other employee benefits 168 154
Accrued expenses 629 647
Loss carryforwards 752 681
Tax credit carryforwards 773 736
Other 763 527
Total deferred income tax assets 3,129 2,795
Valuation allowance ( 1,448 ) ( 1,291 )
Net deferred income tax assets $ 1,681 $ 1,504
Deferred income tax liabilities:
Intangible assets
$ ( 3,310 ) $ ( 3,083 )
Property, plant and equipment ( 875 ) ( 777 )
Accrued pension costs ( 10 ) ( 74 )
Other ( 680 ) ( 662 )
Total deferred income tax liabilities ( 4,875 ) ( 4,596 )
Net deferred income tax liabilities $ ( 3,194 ) $ ( 3,092 )
Our significant valuation allowances are in the U.S. and Switzerland. The U.S. valuation allowance relates to excess foreign tax credits generated by the deemed repatriation under U.S. tax reform while the Swiss valuation allowance reduces the deferred tax asset related to amortizable intangible assets to the amount more likely than not to be realized. Our total valuation allowance was $ 1,291 million as of January 1, 2025 and $ 1,448 million as of December 31, 2025. The $ 157 million net change, which includes currency impacts, consisted of $ 193 million additions less $ 36 million reductions.
At December 31, 2025, the Company has tax-effected loss carryforwards of $ 752 million, of which $ 31 million will expire at various dates between 2026 and 2045 and the remaining $ 721 million can be carried forward indefinitely.
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As of December 31, 2025, the company is indefinitely reinvested in certain unremitted earnings that have already been subject to U.S. tax; these earnings would incur approximately $ 125 million of local tax if repatriated, which has not been recognized in our consolidated financial statements.
The changes in our unrecognized tax benefits were:
For the Years Ended December 31,
2025 2024 2023
(in millions)
January 1 $ 436 $ 442 $ 424
Increases from positions taken during prior periods 37 25 33
Decreases from positions taken during prior periods ( 54 ) ( 7 ) ( 35 )
Increases from positions taken during the current period 27 40 55
Decreases relating to settlements with taxing authorities ( 58 ) ( 20 ) ( 11 )
Reductions resulting from the lapse of the applicable
statute of limitations
( 14 ) ( 20 ) ( 29 )
Currency/other 26 ( 24 ) 5
December 31 $ 400 $ 436 $ 442
As of January 1, 2025, our unrecognized tax benefits were $ 436 million. If we had recognized all of these benefits, the net impact on our income tax provision would have been $ 348 million. Our unrecognized tax benefits were $ 400 million at December 31, 2025, and if we had recognized all of these benefits, the net impact on our income tax provision would have been $ 326 million. We include accrued interest and penalties related to uncertain tax positions in our tax provision. We had accrued interest and penalties of $ 190 million as of January 1, 2025 and $ 191 million as of December 31, 2025. Our 2025 provision for income taxes included $ 8 million benefit for interest and penalties.
In connection with the 2017 enacted U.S. tax reform, we recorded a $ 1.3 billion transition tax liability that is payable in installments through 2026. As of December 31, 2025, the remaining liability was approximately $ 90 million.
Our income tax filings are regularly examined by federal, state and non-U.S. tax authorities. U.S. federal, state and non-U.S. jurisdictions have statutes of limitations generally ranging from three to five years; however, these statutes are often extended by mutual agreement with the tax authorities. The earliest year still open to examination by U.S. federal and state tax authorities is 2016 and the years still open to examination by non-U.S. tax authorities in major jurisdictions include (earliest open tax year in parentheses): India (2005), Switzerland (2019), China (2015) and Greece (2018).
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Note 17. Earnings per Share
Basic and diluted earnings per share (“EPS”) were calculated as follows:
For the Years Ended December 31,
2025 2024 2023
(in millions, except per share data)
Net earnings $ 2,466 $ 4,623 $ 4,968
less: Noncontrolling interest earnings
( 15 ) ( 12 ) ( 9 )
Net earnings attributable to Mondelēz International $ 2,451 $ 4,611 $ 4,959
Weighted-average shares for basic EPS 1,294 1,341 1,363
plus: Dilutive effect of outstanding stock awards 4 6 7
Weighted-average shares for diluted EPS 1,298 1,347 1,370
Basic earnings per share attributable to
Mondelēz International $ 1.89 $ 3.44 $ 3.64
Diluted earnings per share attributable to
Mondelēz International $ 1.89 $ 3.42 $ 3.62
We exclude antidilutive Mondelēz International share-based payment awards from our calculation of weighted-average shares for diluted EPS, which were 4.1 million for the year ended December 31, 2025, 3.4 million for the year ended December 31, 2024 and 2.9 million for the year ended December 31, 2023.
Note 18. Segment Reporting
We manufacture and market primarily snack food products, including chocolate, biscuits and baked snacks, as well as gum & candy, cheese & grocery and powdered beverages.
We manage our global business and report operating results through geographic units. We manage our operations by region to leverage regional operating scale, manage different and changing business environments more effectively and pursue growth opportunities as they arise across our key markets. Our regional management teams have responsibility for the business, product categories and financial results in the regions.
Our operations and management structure are organized into four operating segments which are also our reportable segments:
• Latin America
• AMEA
• Europe
• North America
Our Chief Operating Decision Maker (“CODM”) is our Chief Executive Officer. Our CODM uses segment operating income in the annual plan and forecasting process and considers actual versus plan variances in assessing the performance of the segment. The CODM also uses segment operating income as an input to the overall compensation measures for segment management under our incentive compensation plans. Segment operating income excludes certain mark-to-market impacts on commodity and foreign currency derivatives (which are primarily a component of cost of sales), general corporate expenses (which are a component of selling, general and administrative expenses), amortization of intangibles, gains and losses on divestitures and acquisition-related costs (which are a component of selling, general and administrative expenses) in all periods presented. We exclude these items from segment operating income in order to provide better transparency of our segment operating results. Furthermore, we centrally manage benefit plan non-service income and interest and other expense, net. Accordingly, we do not present these items by segment because they are excluded from the segment profitability measure that our CODM reviews. Additionally, assets for reportable segments are not disclosed as such information is not regularly reviewed by the Company's CODM.
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Our segment net revenue, significant segment expenses and operating income by reportable segment were as follows:
For The Year Ended December 31, 2025
(in millions)
Latin America AMEA Europe North America Total
Net revenues
$ 4,899 $ 7,932 $ 15,027 $ 10,679 $ 38,537
Segment cost of sales ( 3,315 ) ( 5,322 ) ( 10,835 ) ( 6,784 ) ( 26,256 )
Segment selling, general and administrative expenses (1)
( 1,015 ) ( 1,625 ) ( 2,372 ) ( 1,991 ) ( 7,003 )
Segment operating income $ 569 $ 985 $ 1,820 $ 1,904 5,278
Mark-to-market losses from derivatives
( 1,341 )
General corporate expenses ( 260 )
Amortization of intangible assets ( 142 )
Gain on divestiture 13
Operating income $ 3,548
For The Year Ended December 31, 2024
(in millions)
Latin America AMEA Europe North America Total
Net revenues
$ 4,926 $ 7,296 $ 13,309 $ 10,910 $ 36,441
Segment cost of sales ( 3,230 ) ( 4,382 ) ( 8,631 ) ( 6,491 ) ( 22,734 )
Segment selling, general and administrative expenses (1)
( 1,164 ) ( 1,722 ) ( 2,610 ) ( 1,927 ) ( 7,423 )
Segment operating income $ 532 $ 1,192 $ 2,068 $ 2,492 6,284
Mark-to-market gains from derivatives
543
General corporate expenses ( 330 )
Amortization of intangible assets ( 153 )
Gain on acquisition 4
Acquisition-related costs ( 3 )
Operating income $ 6,345
For The Year Ended December 31, 2023
(in millions)
Latin America AMEA Europe North America Total
Net revenues
$ 5,006 $ 7,075 $ 12,857 $ 11,078 $ 36,016
Segment cost of sales ( 3,284 ) ( 4,320 ) ( 8,359 ) ( 6,474 ) ( 22,437 )
Segment selling, general and administrative expenses (1)
( 1,193 ) ( 1,642 ) ( 2,520 ) ( 2,512 ) ( 7,867 )
Segment operating income $ 529 $ 1,113 $ 1,978 $ 2,092 5,712
Mark-to-market gains from derivatives
189
General corporate expenses ( 356 )
Amortization of intangible assets ( 151 )
Gain on divestiture
108
Operating income $ 5,502
(1) SG&A for all reportable segments includes: Advertising & consumer expenses and overhead expenses.
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Total depreciation expense and capital expenditures by segment, reflecting our current segment structure for all periods presented, were:
For the Years Ended December 31,
2025 2024 2023
(in millions)
Depreciation expense (2) :
Latin America $ 146 $ 151 $ 152
AMEA 171 162 155
Europe 315 275 241
North America 177 177 152
Corporate
44 45 41
Total depreciation expense $ 853 $ 810 $ 741
(2) Includes depreciation expense related to owned property, plant and equipment. Does not include amortization of intangible assets or leased assets. Refer to the consolidated statement of cash flows for total depreciation and amortization expenses.
For the Years Ended December 31,
2025 2024 2023
(in millions)
Capital expenditures:
Latin America $ 215 $ 199 $ 164
AMEA 278 309 249
Europe 500 550 399
North America 267 291 257
Corporate
19 38 43
Total capital expenditures $ 1,279 $ 1,387 $ 1,112
Geographic data for net revenues (recognized in the countries where products are sold from) and long-lived assets, excluding deferred taxes, goodwill, intangible assets and equity method investments, were:
For the Years Ended December 31,
2025 2024 2023
(in millions)
Net revenues:
United States $ 9,343 $ 9,469 $ 9,581
Other 29,194 26,972 26,435
Total net revenues $ 38,537 $ 36,441 $ 36,016
As of December 31,
2025 2024 2023
(in millions)
Long-lived assets:
United States $ 2,142 $ 2,346 $ 2,226
Mexico
1,300 1,076 1,331
Other 10,127 9,000 8,749
Total long-lived assets $ 13,569 $ 12,422 $ 12,306
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Disaggregation of Net Revenue
Net revenues by product category, reflecting our current segment structure for all periods presented, were:
For the Year Ended December 31, 2025
Latin
America AMEA Europe North
America Total
(in millions)
Biscuits & Baked Snacks $ 1,155 $ 2,935 $ 4,970 $ 9,331 $ 18,391
Chocolate 1,414 3,047 7,799 436 12,696
Gum & Candy 1,507 989 652 912 4,060
Beverages 344 517 145 — 1,006
Cheese & Grocery 479 444 1,461 — 2,384
Total net revenues $ 4,899 $ 7,932 $ 15,027 $ 10,679 $ 38,537
For the Year Ended December 31, 2024
Latin
America AMEA Europe North
America Total
(in millions)
Biscuits & Baked Snacks $ 1,199 $ 2,573 $ 4,425 $ 9,605 $ 17,802
Chocolate 1,276 2,831 6,773 368 11,248
Gum & Candy 1,512 947 644 937 4,040
Beverages 454 525 117 — 1,096
Cheese & Grocery 485 420 1,350 — 2,255
Total net revenues $ 4,926 $ 7,296 $ 13,309 $ 10,910 $ 36,441
For the Year Ended December 31, 2023
Latin
America AMEA Europe North
America Total
(in millions)
Biscuits & Baked Snacks $ 1,193 $ 2,488 $ 4,429 $ 9,519 $ 17,629
Chocolate 1,357 2,690 6,225 347 10,619
Gum & Candy 1,509 893 812 1,212 4,426
Beverages 457 593 135 — 1,185
Cheese & Grocery 490 411 1,256 — 2,157
Total net revenues $ 5,006 $ 7,075 $ 12,857 $ 11,078 $ 36,016
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
ltem 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate to allow timely decisions regarding required disclosure. Management, together with our CEO and CFO, evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2025. Based on this evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2025.
Report of Management on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed by, or under the supervision of, our CEO and CFO, or persons performing similar functions, and effected by the Company’s Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those written policies and procedures that:
• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets;
• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles;
• provide reasonable assurance that receipts and expenditures are being made only in accordance with management and director authorization; and
• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. Management based this assessment on criteria for effective internal control over financial reporting described in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, management concluded that the Company’s internal control over financial reporting is effective as of December 31, 2025, based on the criteria in Internal Control Integrated Framework issued by the COSO.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2025, as stated in their report that appears under Item 8.
Changes in Internal Control Over Financial Reporting
Management, together with our CEO and CFO, evaluated the changes in our internal control over financial reporting during the quarter ended December 31, 2025. There were no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Item 9B. Other Information.
Insider Trading Arrangements
Our directors and executive officers may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5–1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act. During the quarter ended December 31, 2025, no such plans or other arrangements were adopted or terminated .
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required under this item, with the exception of “Information About Our Executive Officers” and “Ethics and Governance” located under Item 1, “Business” of this Annual Report on Form 10-K, is incorporated by reference to the Company’s definitive proxy statement pursuant to Regulation 14A, which will be filed with the Securities and Exchange Commission no later than 120 days after the close of the Company’s fiscal year ended December 31, 2025.
Item 11. Executive Compensation.
The information required under this item is incorporated by reference to the Company’s definitive proxy statement pursuant to Regulation 14A, which will be filed with the Securities and Exchange Commission no later than 120 days after the close of the Company’s fiscal year ended December 31, 2025.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The number of shares to be issued upon exercise or vesting of grants issued under, and the number of shares remaining available for future issuance under, our equity compensation plans at December 31, 2025 were:
Equity Compensation Plan Information
Number of Securities to
be Issued Upon Exercise
of Outstanding
Options, Warrants
and Rights (1)
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights (2)
Number of Securities
Remaining Available for
Future Issuance under
Equity Compensation
Plans (excluding
securities reflected
in column (a)) (3)
(a) (b) (c)
Equity compensation plans
approved by security holders 21,059,043 $57.17 47,000,000
(1) Includes outstanding options, deferred stock units and performance share units and excludes restricted stock.
(2) Weighted average exercise price of outstanding options only.
(3) Shares available for grant under our Amended and Restated 2005 Performance Incentive Plan.
The information required under this item is incorporated by reference to the Company’s definitive proxy statement pursuant to Regulation 14A, which will be filed with the Securities and Exchange Commission no later than 120 days after the close of the Company’s fiscal year ended December 31, 2025.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required under this item is incorporated by reference to the Company’s definitive proxy statement pursuant to Regulation 14A, which will be filed with the Securities and Exchange Commission no later than 120 days after the close of the Company’s fiscal year ended December 31, 2025.
Item 14. Principal Accountant Fees and Services.
The information required under this item is incorporated by reference to the Company’s definitive proxy statement pursuant to Regulation 14A, which will be filed with the Securities and Exchange Commission no later than 120 days after the close of the Company’s fiscal year ended December 31, 2025.
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PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) Index to Consolidated Financial Statements and Schedules
Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )
58
Consolidated Statements of Earnings for the Years Ended December 31, 2025, 2024 and 2023
60
Consolidated Statements of Comprehensive Earnings for the Years Ended December 31, 2025, 2024 and 2023
61
Consolidated Balance Sheets as of December 31, 2025 and 2024
62
Consolidated Statements of Equity for the Years Ended December 31, 2025, 2024 and 2023
63
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023
64
Notes to Consolidated Financial Statements
65
Schedules other than those listed above have been omitted either because such schedules are not required or are not applicable.
(b) The following exhibits are filed as part of, or incorporated by reference into, this Annual Report:
2.1 Separation and Distribution Agreement between the Registrant and Kraft Foods Group, Inc., dated as of September 27, 2012 (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 1, 2012).
2.2 Canadian Asset Transfer Agreement, by and between Mondelez Canada Inc. and Kraft Canada Inc., dated as of September 29, 2012 (incorporated by reference to Exhibit 2.3 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 25, 2013).
2.3 Master Ownership and License Agreement Regarding Patents, Trade Secrets and Related Intellectual Property, among Kraft Foods Global Brands LLC, Kraft Foods Group Brands LLC, Kraft Foods UK Ltd. and Kraft Foods R&D Inc., dated as of October 1, 2012 (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 1, 2012).
2.4 Master Ownership and License Agreement Regarding Trademarks and Related Intellectual Property, by and between Kraft Foods Global Brands LLC and Kraft Foods Group Brands LLC., dated as of September 27, 2012 (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 1, 2012).
3.1 Amended and Restated Articles of Incorporation of the Registrant, effective March 14, 2013 (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2013).
3.2 Amended and Restated By-Laws of the Registrant, effective as of October 19, 2022 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 24, 2022).
4.1 Description of the Registrant's capital stock and debt securities registered under Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 3, 2023) .
4.2 The Registrant agrees to furnish to the SEC upon request copies of any instruments defining the rights of holders of long-term debt of the Registrant and its consolidated subsidiaries that does not exceed 10 percent of the total assets of the Registrant and its consolidated subsidiaries.
4.3 Indenture, by and between the Registrant and Deutsche Bank Trust Company Americas (as successor trustee to The Bank of New York and The Chase Manhattan Bank), dated as of October 17, 2001 (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-3 (Reg. No. 333-86478) filed with the SEC on April 18, 2002).
4.4 Indenture between the Registrant and Deutsche Bank Trust Company Americas, as trustee, dated as of March 6, 2015 (incorporated by reference to Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 24, 2017).
4.5 Supplemental Indenture No. 1, dated February 13, 2019, between the Registrant and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the SEC on February 13, 2019) .
4.6 Supplemental Indenture No. 2, dated April 13, 2020, between Mondelēz International, Inc. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K filed with the SEC on April 13, 2020).
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4.7 Indenture, by and between Mondelez International Holdings Netherlands B.V, the Registrant and Deutsche Bank Trust Company Americas, dated as of October 28, 2016 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 28, 2016).
4.8 Second Supplemental Indenture, dated as of October 2, 2019, by and among Mondelez International Holdings Netherlands B.V., as issuer, Mondelēz International, Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 2, 2019).
4.9 Third Supplemental Indenture, dated as of September 22, 2020, by and among Mondelez International Holdings Netherlands B.V., as issuer, Mondelēz International, Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 24, 2020).
4.10 Fourth Supplemental Indenture, dated as of September 9, 2021, by and among Mondelez International Holdings Netherlands B.V., as issuer, Mondelēz International, Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee, paying agent, transfer agent and registrar (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the SEC on September 13, 2021).
4.11 Fifth Supplemental Indenture, dated as of September 24, 2021, by and among Mondelez International Holdings Netherlands B.V., as issuer, Mondelēz International, Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the SEC on September 24, 2021).
4.12 Sixth Supplemental Indenture, dated as of September 15, 2022, by and among Mondelez International Holdings Netherlands B.V., as issuer, Mondelēz International, Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 16, 2022) .
10.1 364 Day Revolving Credit Agreement, dated as of February 19, 2025, by and among Mondelēz International, Inc., the lenders named therein, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed with the SEC on February 20, 2025).
10.2 Five Year Revolving Credit Agreement, dated as of February 19, 2025, by and among Mondelēz International, Inc., the lenders named therein, and JPMorgan Chase Bank, N.A ., as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Registrants Current Report on Form 8-K filed with the SEC on February 20, 2025).
10.3 Tax Sharing and Indemnity Agreement, by and between the Registrant and Kraft Foods Group, Inc., dated as of September 27, 2012 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 1, 2012).
10.4
Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan, amended and restated as of February 3, 2017 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 3, 2017). +
10.5
First Amendment of the Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on July 30, 2024). +
10.6
Mondelēz International, Inc. 2024 Performance Incentive Plan (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-8 filed with the SEC on May 22, 2024) .+
10.7 2023 Form of Amended and Restated 2005 Performance Incentive Plan Non-Qualified Global Stock Options Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 27, 2023). +
10,8
2024 Form of Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan Non-Qualified Global Stock Options Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 30, 2024). +
10.9 2024 Form of Mondelēz International, Inc. 2024 Performance Incentive Plan Non-Qualified Global Stock Options Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on July 30, 2024). +
10.10 2024 Form of Mondelēz International, Inc. 2024 Performance Incentive Plan Non-Qualified Global Stock Options Agreement (California Agreement) (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on July 30, 2024). +
10.11 2025 Form of Mondelēz International, Inc. 2024 Performance Incentive Plan Non-Qualified Global Stock Options Agreement ( incorporated by reference to Exhibit 10. 3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 2 9 , 202 5 ) .+
10.12 2023 Form of Amended and Restated 2005 Performance Incentive Plan Global Long-Term Incentive Grant Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 27, 2023). +
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10.13 2024 Form of Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan Global Long-Term Incentive Grant Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 30, 2024 .+
10.14 2024 Form of Mondelēz International, Inc. 2024 Performance Incentive Plan Global Long-Term Incentive Grant Agreement (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on July 30, 2024). +
10.15 2024 Form of Mondelēz International, Inc. 2024 Performance Incentive Plan Global Long-Term Incentive Grant Agreement. (California Agreement) (incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on July 30, 2024). +
10.16 2025 Form of Mondelēz International, Inc. 2024 Performance Incentive Plan Global Long-Term Incentive Grant Agreement (incorporated by reference to Exhibit 10. 4 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 29, 2025) . +
10.17 2023 Form of Amended and Restated 2005 Performance Incentive Plan Global Deferred Stock Unit Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 27, 2023). +
10.18 2024 Form of Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan Global Deferred Stock Unit Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 30, 2024. +
10.19 2024 Form of Mondelēz International, Inc. 2024 Performance Incentive Plan Global Deferred Stock Unit Agreement (incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on July 30, 2024). +
10.20 2024 Form of Mondelēz International, Inc. 2024 Performance Incentive Plan Global Deferred Stock Unit Agreement (California Agreement) (incorporated by reference to Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on July 30, 2024) .+
10.21 2025 Form of Mondelēz International, Inc. 2024 Performance Incentive Plan Global Deferred Stock Unit Agreement (incorporated by reference to Exhibit 10. 5 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 29, 2025). +
10.22 Mondelēz International, Inc. Global Employee Stock Purchase Matching Plan ( incorporated by reference to Exhibit 10. 1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on July 29, 2025). +
10.23 Mondelēz Global LLC Supplemental Benefits Plan I, effective as of September 1, 2012 (incorporated by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 25, 2013). +
10.24 First Amendment to the Mondelēz Global LLC Supplemental Benefits Plan I, dated December 20, 2016 (incorporated by reference to Exhibit 10.26 to the Registrant's Annual Report on Form 10-K filed with the SEC on February 8, 2019). +
10.25 Second Amendment to Mondelēz Global LLC Supplemental Benefits Plan I, effective December 1, 2024 (incorporated by reference to Exhibit 10. 25 to the Registrant’s Annual Report on Form 10- K filed with the SEC on February 5, 2024 ) .+
10.26 Mondelēz Global LLC Supplemental Benefits Plan II, effective as of September 1, 2012 (incorporated by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 25, 2013). +
10.27 First Amendment to the Mondelēz Global LLC Supplemental Benefits Plan II, dated December 20, 2016 (incorporated by reference to Exhibit 10.28 to the Registrant's Annual Report on Form 10-K filed with the SEC on February 8, 2019). +
10.28 Second Amendment to Mondelēz Global LLC Supplemental Benefits Plan II, effective December 1, 2024 (i ncorporated by reference to Exhibit 10.2 8 to the Registrant ’ s Annual Report on Form 10-K filed with the SEC on February 5, 2024 ) .+
10.29 Mondelēz International, Inc. Amended and Restated 2006 Stock Compensation Plan for Non-Employee Directors, amended and restated as of October 1, 2012 (incorporated by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 25, 2013). +
10.30 Mondelēz International, Inc. 2001 Compensation Plan for Non-Employee Directors, amended as of December 31, 2008 and restated as of January 1, 2013 (incorporated by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 25, 2013). +
10.31 Mondelēz International, Inc. Change in Control Plan for Key Executives, amended May 21, 2024 (incorporated by reference to Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on July 30, 2024). +
10.32 Mondelēz Global LLC Executive Deferred Compensation Plan, effective as of October 1, 2012 (incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 25, 2013). +
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10.33 Mondelēz Global LLC Executive Deferred Compensation Plan Adoption Agreement, effective as of October 1, 2012 (incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 25, 2013). +
10.34 Deferred Compensation Plan Trust Document, by and between Mondelēz Global LLC and Wilmington Trust Retirement and Institutional Services Company, dated as of September 18, 2012 (incorporated by reference to Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 25, 2013). +
10.35 Offer of Employment Letter, between the Registrant and Dirk Van de Put, dated July 27, 2017 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 2, 2017). +
10.36 International Permanent Transfer Letter, between Mondelēz Global LLC and Luca Zaramella, effective August 1, 2018 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 7, 2018). +
10.37 Offer of Employment Letter, between the Registrant and Gustavo Valle, dated January 6, 2020 (incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 29, 2020). +
10.38 Offer of Employment Letter, between the Registrant and Stephanie Lilak, dated November 30, 2024 (incorporated by reference to Exhibit 10. 41 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 5, 2024 ) . +
10.39 Form of Indemnification Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.28 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 27, 2009). +
10.40 Indemnification Agreement between the Registrant and Dirk Van de Put, dated November 20, 2017 (incorporated by reference to Exhibit 10.37 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 9, 2018). +
10.41 Mondelēz International, Inc. Severance Plan for Key Employees (incorporated by reference to Exhibit 10. 2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on July 29, 2025). +
19.1 Mondelēz International, Inc. Insider Trading Policy (incorpo rated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 5, 2024 ) .
21.1 Subsidiaries of the Registrant, as of December 31, 2025.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
31.1 Certification of the Registrant’s Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of the Registrant’s Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certifications of the Registrant’s Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1 Mondelēz International, Inc. Dodd-Frank Clawback Policy, dated July 18, 2023 (incorporated by reference to Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 5, 2024 ) .
97.2 Mondelēz International, Inc. Compensation Recoupment Policy, dated February 18, 2019 (incorporated by reference to Exhibit 10.28 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 5, 2024 ) .
101 The following materials from Mondelēz International’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Statements of Earnings, (ii) the Consolidated Statements of Comprehensive Earnings, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Equity, (v) the Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements.
104 The cover page from Mondel ē z International’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, formatted in Inline XBRL (included as Exhibit 101).
* Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment and have been separately filed with the SEC.
+ Indicates a management contract or compensatory plan or arrangement.
Item 16. Form 10-K Summary.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MONDELĒZ INTERNATIONAL, INC.
By: /s/ LUCA ZARAMELLA
Luca Zaramella
Executive Vice President,
Chief Operating Officer and Chief Financial Officer
(Duly Authorized Officer)
Date: February 4, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Signature Title Date
/s/ DIRK VAN DE PUT Director, Chair and
Chief Executive Officer
February 4, 2026
(Dirk Van de Put)
/s/ LUCA ZARAMELLA Executive Vice President,
Chief Operating Officer and
Chief Financial Officer
February 4, 2026
(Luca Zaramella)
/s/ BRIAN STEVENS
Senior Vice President, Corporate Controller and
Chief Accounting Officer
February 4, 2026
(Brian Stevens)
/s/ ERTHARIN COUSIN Director February 4, 2026
(Ertharin Cousin)
/s/ CEES ‘t HART
Director February 4, 2026
(Cees ‘t Hart)
/s/ NANCY MCKINSTRY
Director
February 4, 2026
(Nancy McKinstry)
/s/ BRIAN MCNAMARA
Director February 4, 2026
(Brian McNamara)
/s/ JORGE S. MESQUITA Director February 4, 2026
(Jorge S. Mesquita)
/s/ JANE HAMILTON NIELSEN Director February 4, 2026
(Jane Hamilton Nielsen)
/s/ PAULA A. PRICE
Director February 4, 2026
(Paula A. Price)
/s/ PATRICK T. SIEWERT Director February 4, 2026
(Patrick T. Siewert)
/s/ MICHAEL A. TODMAN Director February 4, 2026
(Michael A. Todman)
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