10-Q – 2025-10-28 – mdlz-20250930.htm

Operating income margin decreased from 17.6% in the first nine months of 2024 to 9.3% in the first nine months of 2025. The decrease in operating income margin was driven primarily by lower Adjusted Operating Income margin, an unfavorable year-over-year change in mark-to-market impacts from commodity and foreign currency derivatives, an unfavorable year-over-year change in acquisition-related items and higher costs incurred for the ERP System Implementation program, partially offset by lower intangible asset impairment charges and lapping prior-year costs for the completed Simplify to Grow Program. Adjusted Operating Income margin decreased from 18.4% for the first nine months of 2024 to 13.7% for the first nine months of 2025. The decrease was driven primarily by higher raw material costs and unfavorable product mix, partially offset by higher net pricing, lower advertising and consumer promotion costs, lower manufacturing costs driven by productivity and lower overhead costs.

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Income Taxes – Our effective tax rate for the nine months ended September 30, 2025, was 24.9% as compared to 26.9% for the nine months ended September 30, 2024. The decrease in our year-to-date effective tax rate was primarily driven by tax benefits related to the provision for final 2024 tax return filings, the tax treatment of certain foreign pension assets, and the release of liabilities for uncertain tax positions due to audit developments and statute of limitation expirations in the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.

Net Earnings and Earnings per Share Attributable to Mondelēz International – Net earnings attributable to Mondelēz International of $1,786 million decreased by $1,080 million (37.7%) in the first nine months of 2025 . Diluted EPS attributable to Mondelēz International was $1.37 in the first nine months of 2025, down $0.75 (35.4%) from the first nine months of 2024. Adjusted EPS (1)  was $2.20 in the first nine months of 2025, down $0.51 (18.8%) from the first nine months of 2024. Adjusted EPS on a constant currency basis (1)  was $2.18 in the first nine months of 2025, down $0.53 (19.6%) from the first nine months of 2024.

  For the Nine Months Ended
September 30,    
  2025 2024 $ Change % Change
Diluted EPS attributable to Mondelēz International $ 1.37   $ 2.12   $ (0.75) (35.4) %
Simplify to Grow Program 
(0.01) 0.05  (0.06)
Intangible asset impairment charges
0.02  0.08  (0.06)
Mark-to-market losses from derivatives
0.68  0.09  0.59 

Acquisition-related items
0.01  (0.13) 0.14 

Divestiture-related items
—  (0.05) 0.05 

ERP System Implementation costs
0.06  0.02  0.04 
Remeasurement of net monetary position
0.02  0.02  — 
Impact from pension participation changes
0.20  —  0.20 
Impact from resolution of tax matters 
(0.02) —  (0.02)

Initial impacts from enacted tax law changes
—  0.01  (0.01)

(Gain)/loss on equity method investment transactions
(0.13) 0.50  (0.63)

Adjusted EPS (1)
$ 2.20   $ 2.71   $ (0.51) (18.8) %
Currency-related items
(0.02) —  (0.02)
Adjusted EPS (constant currency) (1)
$ 2.18   $ 2.71   $ (0.53) (19.6) %

Key Drivers of Adjusted EPS (constant currency) $ Change
       Decrease in operations
$ (0.63)

       Impact from acquisitions
0.02 
       Change in benefit plan non-service income (0.01)
       Change in interest and other expense, net
(0.05)

       Change in income taxes
0.07 
       Change in shares outstanding
0.07 
Total change in Adjusted EPS (constant currency)  (1)
$ (0.53)

(1) Refer to the Non-GAAP Financial Measures section above for additional information. The tax expense/(benefit) of each of the pre-tax items excluded from our U.S. GAAP results was computed based on the facts and tax assumptions associated with each item, and such impacts have also been excluded from Adjusted EPS.
• For the nine months ended September 30, 2025, taxes for the: Simplify to Grow Program were $3 million, intangible asset impairment charges were $(9) million, mark-to-market losses from derivatives were $(223) million, acquisition-related items were $19 million, ERP System Implementation program were $(28) million, remeasurement of net monetary position were zero, impact from pension participation changes was $(87) million, impact from resolution of tax matters was $10 million and gain on equity method investment transactions was zero.
• For the nine months ended September 30, 2024, taxes for the: Simplify to Grow Program were $(19) million, intangible asset impairment charges were $(40) million, mark-to-market losses from derivatives were $(28) million, acquisition-related items were $67 million, divestiture-related items were zero, ERP System Implementation program were $(8) million, remeasurement of net monetary position were zero, initial impacts from enacted tax law changes were $12 million and loss on equity method investment transactions was zero.

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Results of Operations by Reportable Segment

Our operations and management structure are organized into four operating segments:
• Latin America
• AMEA
• Europe
• North America

We manage our operations by region to leverage regional operating scale, manage different and changing business environments more effectively and pursue growth opportunities as they arise across our key markets. Our regional management teams have responsibility for the business, product categories and financial results in the regions.

We use segment operating income to evaluate segment performance and allocate resources. We believe it is appropriate to disclose this measure to help investors analyze segment performance and trends. See Note 16, Segment Reporting, for additional information on our segments and Items Affecting Comparability of Financial Results earlier in this section for items affecting our segment operating results.

Our reconciliation of segment net revenues and earnings to consolidated financial statement totals were:

  For the Three Months Ended
September 30, For the Nine Months Ended
September 30,
  2025 2024 2025 2024
  (in millions)
Net revenues:
Latin America $ 1,238  $ 1,204  $ 3,635  $ 3,755 
AMEA 2,017  1,851  5,854  5,388 
Europe 3,674  3,323  10,636  9,565 
North America 2,815  2,826  7,916  8,129 
Net revenues $ 9,744  $ 9,204  $ 28,041  $ 26,837 

Segment operating income:
Latin America $ 147  $ 125  $ 419  $ 426 
AMEA 199  335  813  1,036 
Europe 275  605  1,251  1,746 
North America 547  918  1,486  2,012 
Mark-to-market losses from derivatives
(348) (710) (1,110) (157)
General corporate expenses (44) (78) (156) (212)
Amortization of intangible assets (32) (40) (107) (115)

Acquisition-related costs
—  (2) —  (2)
Operating income $ 744  $ 1,153  $ 2,596  $ 4,734 

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Latin America

For the Three Months Ended
September 30,
  2025 2024 $ Change
% Change

(in millions)
Net revenues $ 1,238  $ 1,204  $ 34  2.8  %
Segment operating income 147  125  22  17.6  %

  For the Nine Months Ended
September 30,
  2025 2024 $ Change
% Change

  (in millions)
Net revenues $ 3,635  $ 3,755  $ (120) (3.2) %
Segment operating income 419  426  (7) (1.6) %

Three Months Ended September 30:

Net revenues increased $34 million (2.8%), due to higher net pricing (8.7 pp), partially offset by unfavorable volume/mix (4.0 pp) and an unfavorable impact of currency-related items (1.9 pp). Higher net pricing, net of extreme pricing in Argentina, was driven by input cost-driven pricing actions and reflected across all categories, primarily in Brazil, Argentina and Mexico. Unfavorable volume/mix reflected volume declines due to pricing elasticity impacts, primarily in Argentina. Overall, unfavorable volume/mix was driven by declines in refreshment beverages, biscuits & baked snacks and candy, partially offset by gains in chocolate, grocery & cheese and gum. Currency-related items were unfavorable due to currency translation rate changes, partially offset by the impact of extreme pricing in Argentina. Unfavorable currency translation impacts were primarily due to the strength of the U.S. dollar relative to a few currencies in the region, primarily the Argentinean peso, partially offset by the strength of several currencies relative to the U.S. dollar, including the Brazilian real and Mexican peso.

Segment operating income increased $22 million (17.6%), primarily due to higher pricing, lower advertising and consumer promotion costs, a favorable impact from the resolution of an indirect tax matter, lower manufacturing costs driven by productivity and lower other selling, general and administrative expenses. These favorable items were partially offset by higher raw material costs, unfavorable volume/mix and higher costs incurred for the ERP System Implementation program.

Nine Months Ended September 30:

Net revenues decreased $120 million (3.2%), due to an unfavorable impact of currency-related items (7.9 pp) and unfavorable volume/mix (2.8 pp), partially offset by higher net pricing (7.5 pp). Currency-related items were unfavorable due to currency translation rate changes, partially offset by the impact of extreme pricing in Argentina. Unfavorable currency translation impacts were primarily due to the strength of the U.S. dollar relative to most currencies in the region, including the Argentinean peso, Mexican peso and Brazilian real. Unfavorable volume/mix reflected volume declines due to pricing elasticity impacts, primarily in Argentina and Mexico. Overall, unfavorable volume/mix was driven by declines in refreshment beverages, candy, biscuits & baked snacks and cheese & grocery, partially offset by gains in chocolate and gum. Higher net pricing, net of extreme pricing in Argentina, was driven by input cost-driven pricing actions and reflected across all categories, primarily in Brazil, Argentina and Mexico.

Segment operating income decreased $7 million (1.6%), primarily due to higher raw material costs, unfavorable volume/mix, higher costs incurred for the ERP System Implementation program, unfavorable currency-related items and higher other selling, general and administrative expenses. These unfavorable items were mostly offset by higher pricing, lower manufacturing costs driven by productivity, lower advertising and consumer promotion costs, lower acquisition-related items, a favorable impact from the resolution of an indirect tax matter, lower losses on remeasurement of net monetary position in highly inflationary countries and lapping prior-year costs for the completed Simplify to Grow program.

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AMEA

For the Three Months Ended
September 30,
  2025 2024 $ Change
% Change

(in millions)
Net revenues $ 2,017  $ 1,851  $ 166  9.0  %
Segment operating income 199  335  (136) (40.6) %
     
  For the Nine Months Ended
September 30,    
  2025 2024 $ Change
% Change

  (in millions)  
Net revenues $ 5,854  $ 5,388  $ 466  8.6  %
Segment operating income 813  1,036  (223) (21.5) %

Three Months Ended September 30:

Net revenues increased $166 million (9.0%), due to higher net pricing (9.3 pp) and the impact of an acquisition (4.7 pp), partially offset by unfavorable volume/mix (4.0 pp) and unfavorable currency translation rate changes (1.0 pp). Higher net pricing, driven by input cost-driven pricing actions, was reflected across all categories. The November 1, 2024 acquisition of Evirth added incremental net revenues of $87 million (constant currency basis) in the third quarter of 2025. Unfavorable volume/mix reflected pricing elasticity impacts, driven by declines in chocolate, gum, refreshment beverages and biscuits & baked snacks, partially offset by gains in cheese & grocery and candy. Unfavorable currency translation impacts were due to the strength of the U.S. dollar relative to several currencies in the region, primarily the Indian rupee, Australian dollar and Vietnam dong.

Segment operating income decreased $136 million (40.6%), primarily due to higher raw material costs, unfavorable volume/mix, higher acquisition-related items and higher intangible asset impairments. These unfavorable items were partially offset by higher net pricing, lower advertising and consumer promotion costs, lower manufacturing costs driven by productivity and the impact from our Evirth acquisition.

Nine Months Ended September 30:

Net revenues increased $466 million (8.6%), due to higher net pricing (7.3 pp) and the impact of an acquisition (5.4 pp), partially offset by unfavorable volume/mix (2.3 pp) and unfavorable currency translation rate changes (1.8 pp). Higher net pricing, driven by input cost-driven pricing actions, was reflected across all categories. The November 1, 2024 acquisition of Evirth added incremental net revenues of $288 million (constant currency basis) in the first nine months of 2025. Unfavorable volume/mix reflected pricing elasticity impacts, driven by declines in chocolate and refreshment beverages, partially offset by gains in cheese & grocery, gum, candy and biscuits & baked snacks. Unfavorable currency translation impacts were due to the strength of the U.S. dollar relative to several currencies in the region, including the Indian rupee, Australian dollar, Egyptian pound, Vietnam dong, Chinese yuan, New Zealand dollar and Nigerian naira.

Segment operating income decreased $223 million (21.5%), primarily due to higher raw material costs, unfavorable volume/mix, higher acquisition-related items, unfavorable currency translation rate changes and higher intangible asset impairment costs. These unfavorable items were partially offset by higher net pricing, lower manufacturing costs driven by productivity, lower advertising and consumer promotion costs, the impact from our Evirth acquisition, lower fixed asset impairments and lapping prior-year costs for the completed Simplify to Grow program.

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Europe

For the Three Months Ended
September 30,
  2025 2024 $ Change
% Change

(in millions)
Net revenues $ 3,674  $ 3,323  $ 351  10.6  %
Segment operating income 275  605  (330) (54.5) %

     
  For the Nine Months Ended
September 30,    
  2025 2024 $ Change
% Change

  (in millions)  
Net revenues $ 10,636  $ 9,565  $ 1,071  11.2  %
Segment operating income 1,251  1,746  (495) (28.4) %

Three Months Ended September 30:

Net revenues increased $351 million (10.6%), due to higher net pricing (12.6 pp) and favorable currency translation rate changes (5.5 pp), partially offset by unfavorable volume/mix (7.5 pp). Higher net pricing, driven by input cost-driven pricing actions, was reflected across all categories except cheese & grocery. Favorable currency translation rate changes reflected the strength of most currencies across the region relative to the U.S. dollar, primarily the euro, Russian ruble, British pound sterling, Polish zloty and Swedish krona. Unfavorable volume/mix reflected volume declines due to pricing elasticity impacts. Overall, unfavorable volume/mix was driven by declines in chocolate, gum, biscuits & baked snacks and candy, partially offset by gains in cheese & grocery and refreshment beverages.

Segment operating income decreased $330 million (54.5%), primarily due to higher raw material costs, unfavorable volume/mix and higher other selling, general and administrative expenses. These unfavorable items were partially offset by higher net pricing, lower intangible asset impairment charges, lower advertising and consumer promotion costs, lower manufacturing costs driven by productivity, favorable currency translation rate changes, lower acquisition-related items and lower costs incurred for the ERP System Implementation program.

Nine Months Ended September 30:

Net revenues increased $1,071 million (11.2%), due to higher net pricing (13.2 pp) and favorable currency translation rate changes (2.8 pp), partially offset by unfavorable volume/mix (4.5 pp ) and lapping the prior-year net revenue from a short-term distributor agreement (0.3 pp ). Higher net pricing, driven by input cost-driven pricing actions, was reflected across all categories. Favorable currency translation rate changes reflected the strength of most currencies across the region relative to the U.S. dollar, primarily the euro, Russian ruble, British pound sterling, Polish zloty and Swedish krona. Unfavorable volume/mix reflected volume declines due to pricing elasticity impacts. Overall, unfavorable volume/mix was driven by declines in chocolate, candy, gum and refreshment beverages, partially offset by gains in biscuits & baked snacks and cheese & grocery. The lapping of the prior-year short-term distributor agreement related to the sale of our developed market gum business, which ended in the first quarter of 2024, resulted in a year-over-year incremental reduction in net revenue of $25 million.

Segment operating income decreased $495 million (28.4%), primarily due to higher raw material costs, unfavorable volume/mix and higher other selling, general and administrative expenses. These unfavorable items were partially offset by higher net pricing, lower intangible asset impairment charges, lower advertising and consumer promotion costs, lower manufacturing costs driven by productivity, favorable currency translation rate changes, lapping prior-year costs for the completed Simplify to Grow program, lower fixed asset impairment charges, lower acquisition-related items and lower divestiture-related costs.

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North America

For the Three Months Ended
September 30,
  2025 2024 $ Change
% Change

(in millions)
Net revenues $ 2,815  $ 2,826  $ (11) (0.4) %
Segment operating income 547  918  (371) (40.4) %

     
  For the Nine Months Ended
September 30,    
  2025 2024 $ Change
% Change

  (in millions)  
Net revenues $ 7,916  $ 8,129  $ (213) (2.6) %
Segment operating income 1,486  2,012  (526) (26.1) %

Three Months Ended September 30:

Net revenues decreased $11 million (0.4%), due to unfavorable volume/mix (1.8 pp) and unfavorable currency translation rate changes (0.1 pp), partially offset by higher net pricing (1.5 pp). Unfavorable volume/mix was driven by declines in biscuits & baked snacks and candy, primarily due to soft consumption in the U.S., partially offset by a gain in chocolate. Unfavorable currency translation rate changes were due to the strength of the U.S. dollar relative to the Canadian dollar. Higher net pricing, driven by input cost-driven pricing actions, was reflected across all categories.

Segment operating income decreased $371 million (40.4%), primarily due to a lower year-over-year benefit from contingent consideration adjustments related to Clif Bar net of lower acquisition integration costs, higher raw material costs, unfavorable volume/mix and higher costs incurred for the ERP System Implementation program. These unfavorable items were partially offset by lower advertising and consumer promotion costs, higher net pricing, lower manufacturing costs due to productivity, lower other selling, general and administrative expenses and lapping prior-year costs for the completed Simplify to Grow program.

Nine Months Ended September 30:

Net revenues decreased $213 million (2.6%), due to unfavorable volume/mix (2.4 pp) and unfavorable currency translation rate changes (0.2 pp), as net pricing was essentially flat for the first nine months of the year. Unfavorable volume/mix was driven by declines in biscuits & baked snacks and candy, primarily due to soft consumption in the U.S., slightly offset by a gain in chocolate. Net pricing was essentially flat as higher net pricing in chocolate and candy was offset by lower net pricing in biscuits & baked snacks. Unfavorable currency translation rate changes were due to the strength of the U.S. dollar relative to the Canadian dollar.

Segment operating income decreased $526 million (26.1%), primarily due to higher raw material costs, unfavorable volume/mix, a lower year-over-year benefit from contingent consideration adjustments related to Clif Bar net of lower acquisition integration costs and higher costs incurred for the ERP System Implementation program. These unfavorable items were partially offset by lower advertising and consumer promotion costs, lower manufacturing costs due to productivity, lower other selling, general and administrative expenses and lapping prior-year costs for the completed Simplify to Grow program.

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Liquidity and Capital Resources

We believe that cash from operations, our revolving credit facilities, short-term borrowings and long-term debt financing will continue to provide sufficient liquidity for our working capital needs, planned capital expenditures and future payments of our contractual, tax and benefit plan obligations and payments for acquisitions, share repurchases and quarterly dividends. We expect to continue to utilize our commercial paper program and international credit lines as needed. We continually evaluate long-term debt issuances to meet our short- and longer-term funding requirements. We also use intercompany loans with our international subsidiaries to improve financial flexibility. Overall, we do not expect negative effects to our funding sources that would have a material effect on our liquidity, and we continue to monitor our global operations including the impact of developments in Ukraine and the Middle East. To date, we have been successful in generating cash and raising financing as needed. However, if a serious economic or credit market crisis ensues or other adverse developments arise, it could have a material adverse effect on our liquidity, results of operations and financial condition.

Our most significant ongoing short-term cash requirements relate primarily to funding operations (including expenditures for raw materials, labor, manufacturing and distribution, trade and promotions, advertising and marketing, tax liabilities, benefit plan obligations and lease expenses) as well as periodic expenditures for acquisitions, shareholder returns (such as dividend payments and share repurchases), property, plant and equipment and any significant non-operating items.

Long-term cash requirements primarily relate to funding long-term debt repayments (refer to Note 7, Debt and Borrowing Arrangements ), our U.S. tax reform transition tax liability and deferred taxes (refer to Note 16, Income Taxes, in our Annual Report on Form 10-K for the year ended December 31, 2024), our long-term benefit plan obligations (refer to Note 9, Benefit Plans, in Item 1 herein and Note 11 , Benefit Plans, in our Annual report on Form 10-K for the year ended December 31, 2024) and commodity-related purchase commitments and derivative contracts (refer to Note 8, Financial Instruments ).

We generally fund short- and long-term cash requirements with cash from operating activities as well as cash proceeds from short- and long-term debt financing (refer to Debt below). We generally do not use equity to fund our ongoing obligations.

Cash Flow
We believe our ability to generate substantial cash from operating activities and readily access capital markets and secure financing at competitive rates are key strengths and give us significant flexibility to meet our short- and long-term financial commitments. Our cash flow activity is noted below:

For the Nine Months Ended
September 30,
2025
2024

(in millions)
Net cash provided by/(used in):

Operating activities $ 2,117  $ 3,451 
Investing activities (930) (1,170)
Financing activities (1,346) (2,558)

Net Cash Provided by Operating Activities
The reduction in net cash provided by operating activities was primarily due to lower cash-basis net earnings, combined with higher year-over-year working capital movements.

Net Cash Used in Investing Activities
The reduction in net cash used in investing activities was largely driven by net proceeds from investments in the current year as compared to net contributions in the prior year and lower capital expenditures, partially offset by lower proceeds from derivative settlements. We continue to make capital expenditures primarily to modernize manufacturing facilities, implement new product manufacturing and support productivity initiatives. We expect 2025 capital expenditures to be up to $1.3 billion, including capital expenditures in connection with funding our strategic priorities. We expect to continue to fund these expenditures with cash from operations.

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Net Cash Used in Financing Activities
The reduction in cash used in financing activities was primarily due to higher debt proceeds combined with lower debt repayments, partially offset by higher share repurchases and higher dividends paid in the first nine months of 2025 compared to the same prior year period.

Dividends
We paid dividends of $1,842 million in the first nine months of 2025 and $1,722 million in the first nine months of 2024. The third quarter 2025 dividend of $0.50 per share, declared on July 29, 2025 for shareholders of record as of September 30, 2025, was paid on October 14, 2025. The declaration of dividends is subject to the discretion of our Board of Directors and depends on various factors, including our net earnings, financial condition, cash requirements, future prospects and other factors that our Board of Directors deems relevant to its analysis and decision making.

Guarantees
As discussed in Note 10, Commitments and Contingencies , we enter into third-party guarantees primarily to cover the long-term obligations of our vendors. As part of these transactions, we guarantee that third parties will make contractual payments or achieve performance measures. As of September 30, 2025 and December 31, 2024, we had no material third-party guarantees recorded on our condensed consolidated balance sheets. Guarantees do not have, and we do not expect them to have, a material effect on our liquidity.

Debt
The nature and amount of our long-term and short-term debt and the proportionate amount of each varies as a result of current and expected business requirements, market conditions and other factors. As such, we may issue commercial paper or secure other forms of financing throughout the year to meet our short-term working capital or other financing needs.

At its December 2024 meeting, the Board of Directors approved a new $4 billion long-term financing authorization that replaced the prior long-term financing authorization of $2 billion. As of September 30, 2025, $2.4 billion of the long-term financing authorization remained available.

Our total debt was $21.3 billion as of September 30, 2025 and $17.7 billion as of December 31, 2024. Our debt-to-capitalization ratio was 0.45 at September 30, 2025 and 0.40 at December 31, 2024. At September 30, 2025, the weighted-average term of our outstanding long-term debt was 7.4 years. Our average daily commercial paper borrowings outstanding were $2.2 billion in the first nine months of 2025 and $1.0 billion in the first nine months of 2024.

One of our subsidiaries, Mondelez International Holdings Netherlands B.V. (“MIHN”), has outstanding debt. The operations held by MIHN generated approximately 74.3% (or $20.8 billion) of the $28.0 billion of consolidated net revenue for the nine months ended September 30, 2025. The operations held by MIHN represented approximately 96.2% (or $25.2 billion) of the $26.2 billion of consolidated net assets as of September 30, 2025.

Refer to Note 7, Debt and Borrowing Arrangements, for additional information on our debt and debt covenants.

Commodity Trends

We regularly monitor worldwide supply, commodity cost and currency trends so we can cost-effectively secure ingredients, packaging and fuel required for production. During the first nine months of 2025, the primary drivers of the increase in our aggregate commodity costs were higher cocoa, dairy, packaging, edible oils, nuts, energy and other ingredient costs, as well as unfavorable year-over-year currency exchange transaction costs on imported materials, partially offset by lower sugar and grains costs. While the costs of our principal raw materials fluctuate, generally we believe there will continue to be an adequate supply of the raw materials we use and that they will broadly remain available.

A number of external factors such as the current macroeconomic environment, including global inflation, effects of geopolitical uncertainty, climate, weather and other conditions affecting plant health and crop yield, commodity, transportation and labor market conditions, exchange rate volatility and the effects of local and global regulations, including trade policies, governmental agricultural or other programs affect the availability and cost of raw materials and agricultural materials used in our products. In particular, the supply of cocoa is exposed to many of these factors, including climate change, weather and other events affecting plant health and crop yield, local regulations in

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cocoa-producing countries, and global regulations such as the EU Deforestation Regulation (which requires companies to ensure that the products they place on the EU market or export from it are not associated with deforestation). These factors could impact the supply of cocoa, which could potentially limit our ability to produce our products and significantly impact profitability.

During the first nine months of 2025, price volatility and the higher aggregate cost environment increased due to international supply chain and labor market disruptions and generally higher commodity, transportation and labor costs. We expect these conditions to continue to impact our aggregate commodity costs. In particular, while we expect cocoa costs to be lower in 2026 compared to the current year, we expect to continue to face elevated cocoa costs as compared to historical levels in the near- and medium-term due to these factors. It is possible that we may not be able to increase prices sufficiently to fully cover the incremental costs of cocoa prices in this environment and/or our hedging strategies may not protect us from increases in cocoa costs, which could result in a significant adverse impact on our profitability.

We address higher commodity costs and currency impacts primarily through hedging, higher pricing and manufacturing and overhead cost control. We use hedging techniques to limit the impact of fluctuations in the cost of our principal raw materials; however, we may not be able to fully hedge against commodity cost changes, such as dairy, where there is a limited ability to hedge, and our hedging strategies may not protect us from increases in specific raw material costs. Our commodity procurement practices are intended to mitigate price volatility and provide visibility to future costs, but also may potentially limit our ability to benefit from possible future price decreases. Additionally, our costs for major raw materials will not necessarily reflect market price fluctuations because of our forward purchasing and hedging practices. Due to competitive or market conditions, planned trade or promotional incentives, fluctuations in currency exchange rates or other factors, our pricing actions may also lag commodity cost changes temporarily.

Significant Accounting Estimates

We prepare our condensed consolidated financial statements in conformity with U.S. GAAP. The preparation of these financial statements requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the periods presented. Actual results could differ from those estimates and assumptions. Our significant accounting policies and estimates are described in Note 1 to our consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations, respectively, in our Annual Report on Form 10-K for the year ended December 31, 2024. Also refer to Note 1, Basis of Presentation , in this report.

Forward-Looking Statements
This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management, including for future operations, capital expenditures or share repurchases; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; any statements of belief or expectation; and any statements of assumptions underlying any of the foregoing or other future events. Forward-looking statements may include, among others, the words, and variations of words, “will,” “may,” “expect,” “would,” “could,” “might,” “intend,” “plan,” “believe,” “likely,” “estimate,” “anticipate,” “objective,” “predict,” “project,” “drive,” “seek,” “aim,” “target,” "remain," “potential,” “commitment,” “outlook,” “continue” or any other similar words.

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Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results or outcomes could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, many of which are beyond our control and are amplified by ongoing macroeconomic volatility and uncertainty, including current and potential trade and tariff actions affecting the countries where we operate. Important factors that could cause our actual results or performance to differ materially from those contained in or implied by our forward-looking statements include, but are not limited to, the following:
• weakness and/or volatility in macroeconomic conditions in our markets, including as a result of inflation (and related monetary policy actions by governments in response to inflation) and the instability of certain financial institutions;
• risks from operating globally including geopolitical, trade, tariff and regulatory uncertainties affecting developed and emerging markets;
• volatility of cocoa and other commodity input costs, our ability to effectively hedge such costs and the availability of commodities;
• geopolitical uncertainty, including the impact of ongoing or new developments in Ukraine and the Middle East, related current and future sanctions imposed by governments and other authorities and related impacts, including on our business operations, employees, reputation, brands, financial condition and results of operations;
• competition and our response to channel shifts and pricing and other competitive pressures;
• pricing actions and customer and consumer responses to such actions;
• promotion and protection of our reputation and brand image;
• weakness in consumer spending and/or changes in consumer preferences and demand and our ability to predict, identify, interpret and meet these changes;
• the outcome and effects on us of legal and tax proceedings and government investigations;
• use of information technology and third party service providers;
• unanticipated disruptions to our business, such as malware incidents, cyberattacks or other security breaches, and supply, commodity, labor and transportation constraints;
• our ability to identify, complete, manage and realize the full extent of the benefits, cost savings, efficiencies and/or synergies presented by strategic acquisitions and other transactions as well as other strategic initiatives, such as our ERP System Implementation program;
• our investments and our ownership interests in those investments;
• the impact of climate change on our supply chain and operations;
• global or regional health pandemics or epidemics;
• consolidation of retail customers and competition with retailer and other economy brands;
• changes in our relationships with customers, suppliers or distributors;
• management of our workforce and shifts in labor availability or labor costs;
• compliance with legal, regulatory, tax and benefit laws and related changes, claims or actions;
• perceived or actual product quality issues or product recalls;
• failure to maintain effective internal control over financial reporting or disclosure controls and procedures;
• our ability to protect our intellectual property and intangible assets;
• tax matters including changes in tax laws and rates, disagreements with taxing authorities and imposition of new taxes;
• changes in currency exchange rates, controls and restrictions;
• volatility of and access to capital or other markets, interest rates, the effectiveness of our cash management programs and our liquidity;
• pension costs;
• significant changes in valuation factors that may adversely affect our impairment testing of goodwill and intangible assets; and
• the risks and uncertainties, as they may be amended from time to time, set forth in our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent Quarterly Reports on Form 10-Q.

There may be other factors not presently known to us or which we currently consider to be immaterial that could cause our actual results to differ materially from those projected in any forward-looking statements we make. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this report except as required by applicable law or regulation. In addition, historical, current and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

As we operate globally, we are primarily exposed to currency exchange rate, commodity price and interest rate market risks. We monitor and manage these exposures as part of our overall risk management program. Our risk management program focuses on the unpredictability of financial markets and seeks to reduce the potentially adverse effects that the volatility of these markets may have on our operating results.

We principally utilize derivative instruments to reduce significant, unanticipated earnings fluctuations that may arise from volatility in currency exchange rates, commodity prices and interest rates. Additionally, we periodically use interest rate swaps and forward interest rate contracts to achieve a desired proportion of variable versus fixed rate debt based on current and projected market conditions. For additional information on our derivative activity and the types of derivative instruments we use to hedge our currency exchange, commodity price and interest rate exposures, see Note 8, Financial Instruments and for additional information on our debt activity, see Note 7, Debt and Borrowing Arrangements .

For additional information on our strategies, policies and practices on an ongoing basis, refer to our Annual Report on Form 10-K for the year ended December 31, 2024.

Item 4. 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 September 30, 2025. Based on this evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of September 30, 2025.

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 September 30, 2025. There were no material changes in our internal control over financial reporting during the quarter ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

Information regarding legal proceedings is available in Note 10, Commitments and Contingencies , to the condensed consolidated financial statements in this report.

Item 1A. Risk Factors.

There were no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Our stock repurchase activity for each of the three months in the quarter ended September 30, 2025 was:

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

July 1-31, 2025 1,539,955  $ 65.16  1,534,753  $ 7,334 
August 1-31, 2025 2,226,530  62.88  2,225,557  7,194 
September 1-30, 2025 283  62.37  —  7,194 
For the Quarter Ended September 30, 2025 3,766,768  63.81  3,760,310 

 
(1) The total number of shares purchased (and the average price paid per share) reflects: (i) shares purchased pursuant to the repurchase program described in (2) below; and (ii) shares tendered to us by employees who used shares to exercise options and to pay the related taxes for grants of deferred stock that vested, totaling 5,202 shares, 973 shares and 283 shares for the fiscal months of July, August and September 2025, respectively.
(2) Effective January 1, 2025, our Board of Directors authorized a program for the repurchase of up to $9.0 billion of our Common Stock through December 31, 2027, excluding excise taxes. During the nine months ended September 30, 2025, we repurchased $1.8 billion and, as of September 30, 2025, we had approximately $7.2 billion of share repurchase authorization remaining. See related information in Note 11, Shareholders' Equity .
(3) Our share repurchases in excess of issuances are subject to a 1% excise tax enacted by the Inflation Reduction Act. Any excise tax incurred on share repurchases is recognized as part of the cost basis of the shares acquired.
(4) Dollar values stated in millions.

Item 5. Other Information.

(c) Insider Trading Arrangements
On September 12, 2025 , Gustavo Valle , Executive Vice President, North America , entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act (the “10b5-1 Plan”). The 10b5-1 Plan provides for (i) the potential exercise of vested stock options and the associated sale of up to 69,520 shares of our common stock and (ii) the sale of up to 3,000 shares of our common stock over a period ending on August 31, 2026 subject to certain conditions.

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Item 6. Exhibits.
 

Exhibit
Number Description
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.

31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.

32.1 Certifications of 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.

101 The following materials from Mondelēz International’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 are formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Earnings, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Equity, (v) the Condensed Consolidated Statements of Cash Flows, (vi) Notes to Condensed Consolidated Financial Statements and (vii) Part II, Item 5.

104 The cover page from Mondelēz International’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in Inline XBRL (included as Exhibit 101).

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 

MONDELĒZ INTERNATIONAL, INC.

By: /s/ LUCA ZARAMELLA
Luca Zaramella
Executive Vice President and
Chief Financial Officer
(Duly Authorized Officer)

October 28, 2025

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