Mondelez International (MDLZ) 10-K risk factor changes: FY2024 vs FY2023

While we believe we have identified and discussed below the key risk factors affecting our business, these risk factors do not identify all the risks we face, and there may be additional risks and uncertainties that we do not presently know or that we do not currently believe to be significant that may have a material adverse effect on our business, performance or financial condition in the [removed: future.*][added: future.]

These conditions include global competition for resources; [added: tariffs or other trade barriers;] currency fluctuations; geopolitical conditions or conflicts (including the ongoing war in Ukraine and international sanctions imposed on Russia for its invasion of Ukraine, [removed: developments] [added: conflicts] in the Middle East and rising tensions between China and Taiwan); inflationary pressures related to domestic and global economic conditions or supply chain issues; transportation and labor disruptions; [removed: tariffs or other trade barriers;] government intervention to introduce living income premiums or similar [removed: requirements such as those announced in 2019 in two of the main cocoa-growing countries;] [added: requirements;] changes in environmental or trade policy and regulations, alternative energy and agricultural programs; severe weather; agricultural productivity; crop disease or pests; water risk; health pandemics; forest fires and other natural disasters; acts of terrorism; [added: geopolitical regional conflicts;] cybersecurity incidents; supplier capacity; and consumer or industrial demand.

Our [removed: work] [added: efforts] to monitor our exposure to commodity prices and hedge against [removed: input] price increases cannot fully protect us from changes in [removed: commodity costs] [added: input costs, including] due to factors like [added: changing import duties and tariffs,] market illiquidity, specific local regulations and downstream costs.

Likewise, constraints in the supply or availability of key commodities and necessary services like [removed: transportation, such as we experienced across our business, particularly in the United States and United Kingdom,] [added: transportation] may limit our ability to grow our net revenues and earnings.

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We are a global company and generated [removed: 73.4%] [added: 74.0%] of our [removed: 2023] [added: 2024] net revenues, [removed: 73.6%] [added: 73.4%] of our [removed: 2022] [added: 2023] net revenues and [removed: 75.1%] [added: 73.6%] of our [removed: 2021] [added: 2022] net revenues outside the United States.

We [removed: manufacture and] market our products in over 150 countries and have operations in approximately 80 countries.

- changing macroeconomic conditions in our markets, including as a result of inflation (and related monetary policy actions by governments in response to inflation), volatile commodity [removed: prices] [added: prices, the ongoing longer-term impact of changes in international trade policies (including Brexit)] and increases in the cost of raw and packaging materials, labor, energy and transportation;

- the imposition of increased or new tariffs, sanctions, export controls, quotas, trade barriers, price floors or similar restrictions on our sales or key commodities like cocoa, potential changes in U.S. trade programs and trade relations with other countries, or regulations, taxes or policies that [removed: might negatively] affect our [added: operations,] sales or [removed: profitability;][added: profitability.]

- compliance with antitrust and competition laws, trade laws, data privacy laws, anti-bribery laws, human rights [removed: laws] [added: laws, new regulations intended to address increasing global concerns around forced labor,] and a variety of other local, national and multinational regulations and laws in multiple regimes;

This includes events like applying highly inflationary accounting as we did for our Argentinean subsidiaries beginning in [removed: July 2018 and for] [added: the third quarter of 2018,] Türkiye beginning in [removed: April 2022;][added: the second quarter of 2022 and both Egypt and Nigeria beginning in the fourth quarter of 2024;]

In addition, increased political and economic changes or volatility, geopolitical regional conflicts, terrorist activity, political unrest, civil strife, acts of war, government shutdowns, [added: product boycotts,] travel or immigration restrictions, tariffs and other trade restrictions, public health risks or pandemics, energy policy or restrictions, public corruption, expropriation and other economic or political uncertainties, including inaccuracies in our assumptions about these factors, could interrupt and negatively affect our business operations or customer demand.

For example, the ongoing [removed: developments] [added: conflicts] in the Middle East could impact demand for our products or result in increased supply chain costs or other cost impacts.

We have discontinued new capital investments and suspended our advertising [added: spending in Russia.]

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As the business and geopolitical environment continues to change, our operations and activity in Russia, which accounted for 2.9% of [removed: 2023] [added: 2024] consolidated net revenues, or Ukraine, which accounted for 0.4% of [removed: 2023] [added: 2024] consolidated net revenues, may decline or be further scaled back.

The war could also result in the temporary or permanent loss of assets [added: due to expropriation] or [added: further curtailment of] our ability to conduct business operations in Russia, and our Russian assets may [removed: be] [added: become] partially or fully impaired [added: or our operations may be deconsolidated] in future periods, or our business operations terminated, based on actions taken by Russia, other parties or us.

These and other impacts of the war in Ukraine could have the effect of heightening many of the other risks described in the risk factors presented in this filing, including [removed: but not limited to] those relating to our reputation, brands, product sales, sanctions, trade relations in countries in which we operate, input price inflation and volatility, results of operations and financial condition.

We might not be able to predict or respond to all impacts on a timely basis to prevent near- [removed: or long-term adverse impacts to our results.]

The rapid growth of some channels, such as discounters [removed: as well as] [added: and] digital [removed: commerce which has expanded significantly following the onset of the COVID-19 pandemic,] [added: commerce,] may impact our current operations or strategies more quickly than we planned for, create consumer price [added: deflation, alter the buying behavior of consumers or disrupt our retail customer relationships.]

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During [removed: 2023,] [added: 2024,] we continued to operate under our strategy to drive long-term growth by focusing on four strategic priorities: accelerating consumer-centric growth, driving operational excellence, creating a winning growth culture and scaling sustainable snacking.

Increased negative attention from the media, academics and online influencers, governments, shareholders and other stakeholders in these areas as well as on the role of food marketing, our response to political and social issues or catastrophic events, and other environmental, social, human capital or governance [removed: practices, including our diversity, equity and inclusion initiatives,] [added: practices] could adversely affect our brand image.

Such pressures could also lead to stricter regulations, industry self-regulation that is unevenly adopted among companies, increased transparency in public disclosures, and increased focus on food and [removed: snacking] [added: snacking, including] marketing and labeling practices.

This includes regulations such as front-of-pack labeling and selective food taxes in multiple jurisdictions as well as age-based restrictions on sales of products with certain nutritional [removed: profiles enacted in some states in Mexico.][added: profiles.]

[removed: In] [added: For example, in] the United Kingdom, a ban on specific types of TV and online advertising of food containing levels of fat, sugar or salt above specified thresholds is expected to go into effect in October 2025, and new measures restricting certain promotions and in-store placement of some of those products recently went into effect.

Moreover, adverse publicity, regulatory developments or legal action against us, our [removed: employees] [added: employees, licensees,] or [added: other actors in] our [removed: licensees] [added: supply chain] related to product quality and safety, where and how we manufacture our products, environmental [removed: risks] [added: concerns] including climate [removed: change,] [added: change and waste management,] human and workplace rights across our supply chain, [added: alleged health implications of certain food products or processing methods,] labor relations, or antitrust, anti-bribery and anti-corruption compliance could damage our reputation and brand health.

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[added: Our product sponsorship] relationships, including those with celebrity spokespersons, influencers or group affiliations, could also subject us to negative publicity.

Negative posts or comments about Mondelēz International, our brands or our employees on social media or web sites (whether factual or not) or security breaches related to [added: the] use of our social media accounts and failure to respond effectively to these posts, comments or activities could damage our reputation and brand image across the various regions in which we operate.

Our brands may be associated with or appear alongside harmful content [added: including outputs from generative artificial intelligence models,] before these platforms or our own social media monitoring can detect this risk to our brand.

[removed: Failure to successfully maintain and enhance our] reputation and brand health could materially and adversely affect our company and product brands as well as our product sales, financial condition, results of operations, cash flows and stock price.

Weak economic conditions, recessions, inflation, [added: new or increased tariffs, and/or trade barriers,] equity market volatility or other factors, such as global or local pandemics, severe or unusual weather events, and our response to political and social issues or catastrophic events, may affect consumer preferences and demand in ways that are hard to predict.

Failure to [removed: offer] [added: offer, effectively promote] and deliver products that appeal to consumers or to correctly judge consumer demand for our products will impact our ability to meet our growth targets, and our sales and market share could decrease and our profitability could suffer.

We must also provide an array of [removed: products] [added: product formats, pack sizes and price points] that satisfy the broad spectrum of consumer preferences and use marketing and advertising effectively to reach consumers at the right time with the right message.

Demand for our products could decrease and our profitability could suffer if we fail to expand [added: and promote] our product offerings successfully across product categories, rapidly develop products in faster growing and more profitable categories or reach consumers in efficient and effective ways leveraging data and analytics.

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[removed: We leverage third parties for various technology and business services who may experience cybersecurity breaches, whether from circumvention] [added: These can include: (1) breaches] of security systems, [added: which could involve circumvention,] denial-of-service [removed: attacks] [added: attacks,] or other cyberattacks such as hacking, phishing attacks, computer viruses, ransomware or malware, cyber [removed: extortion,] [added: extortion and (2) internal threats such as] employee or insider [removed: error,] [added: errors,] malfeasance, [added: deepfake or] social [removed: engineering,] [added: engineering schemes,] physical breaches or other actions or attempts to exploit [removed: vulnerabilities may cause confidential information or Personally Identifiable Information belonging to us or our employees, customers,][added: vulnerabilities.]

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Additionally, continued geopolitical turmoil, including the ongoing war in [removed: Ukraine,] [added: Ukraine and conflicts in the Middle East,] has heightened the risk of cyberattacks.

In addition to the effects of current and potential trade and tariff policies and resulting global impacts on our business and operations discussed in Item 7 of this Form 10-K and in the risk factors below, additional or unforeseen effects from these policies may give rise to or amplify many of these risks discussed below.*

During 2024, price volatility and higher aggregate costs were driven by a confluence of factors: disrupted international supply chains, labor market challenges, soaring commodity prices (especially for cocoa beans) and increased transportation and labor costs.

For additional information, see *Item 7, Commodity Trends*.

We are subject to risks from operating globally, including potential cost impacts of any tariffs that may be enacted by governments as well as other trade and regulatory uncertainty.

Also see “*We are subject to risks from changes to the trade policies and tariff and import/export regulations by the U.S. and/or other foreign government*s”;

We are subject to risks from changes to the trade policies and tariff and import/export regulations by the U.S. and/or other foreign governments.

Changes in the import and export policies, including trade restrictions, new or increased tariffs or quotas, embargoes, sanctions and countersanctions, safeguards or customs restrictions by the U.S. and/or other foreign

governments, could require us to change the way we conduct business and adversely affect our financial condition, results of operations, reputation and our relationships with customers, suppliers and employees in the short- or long-term.

Likewise, changes in laws and policies governing foreign trade, manufacturing, development and investment in the territories or countries where we currently sell our products or conduct our business could adversely affect our business.

As an example, on February 1, 2025, the U.S. government announced a 25% tariff on product imports from certain countries, including Mexico and Canada, and 10% tariffs on product imports from certain countries, including China.

These actions are expected to result in retaliatory measures on U.S. goods.

If maintained, the newly announced tariffs and the potential escalation of trade disputes could pose a significant risk to our business and would affect our revenue and cost of goods sold.

The extent and duration of the tariffs and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, such as negotiations between the U.S. and affected countries, the responses of other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply, and demand for our products in affected markets.

Further, actions we take to adapt to new tariffs or trade restrictions may cause us to modify our operations or forgo business opportunities.

For additional information, see *Financial Outlook* – *Trade and Regulatory Uncertainty* under *Management's Discussion and Analysis of Financial Condition and Results of Operations*.

or long-term adverse impacts to our results.

Our ability to succeed depends on our ability to adapt to changing market conditions, which includes identifying and responding to new or developing trends, technological advancements (including advancements such as artificial intelligence, machine learning and augmented reality) which are increasingly important for understanding evolving consumer preferences.

Our ability to adjust distribution methods and pricing, including adapting to fluctuating inflation, new or increased tariffs and/or trade barriers, economic conditions and recessions, as well as implementing effective trade incentives is also critical to advancing our priorities.

Failure in these areas could negatively impact availability of or demand for our products, our operating results, achievement of our strategic and financial goals and our ability to capitalize on new revenue or value-producing opportunities.

Failure to successfully maintain and enhance our

Likewise, new or increased tariffs and/or trade barriers and our response to these tariffs and barriers could limit our ability to offer and deliver our products on a cost-effective basis.

Our use of third-party technology and business services may expose us to cybersecurity breaches.

These threats could result in the misuse or breach of confidential information and Personally Identifiable Information belonging to us or our employees, customers, consumers, partners, suppliers, or government and regulatory authorities.

Due to the constantly evolving and complex nature of cyber threat actors, we cannot predict the form and impact of

Clif Bar & Company and Ricolino.

Such transactions and investments present significant challenges and risks.

Further, developing and collecting, measuring and reporting ESG-related information and metrics can

Similarly, we may incur substantial costs if such legal or regulatory requirements are subsequently reversed or modified.

cost or availability pressures, demand for our products and our market share could suffer.

In addition, the results of third-party studies (whether or not scientifically valid) purporting to

For example, a recent purported personal injury lawsuit filed against a number of food companies, including us (*Bryce Martinez vs. Kraft Heinz Co. Inc. et al.*), alleged that certain food products we and other companies make are addictive and cause health problems.

While we believe that this lawsuit is without merit and intend to vigorously defend ourselves, we cannot predict the outcome or the impact of such litigation or similar lawsuits on our business or reputation.

In addition, while we currently maintain insurance coverage that, subject to its terms and conditions, is intended to address costs associated with certain aspects of product recalls, this insurance coverage may not, depending on the specific facts and circumstances surrounding an incident, cover all losses or all types of claims that arise from an incident, or the damage to our reputation or brands that may result from an incident.

For example, as a global snacking company, we are subject to increased regulatory scrutiny and face legal challenges in a variety of jurisdictions concerning the alleged health implications of certain food products and our methods in marketing those products.

We attempt to protect our intellectual property rights by taking

As of January 2025, the change in U.S. presidential administration and control of U.S. Congress may produce changes to U.S. tax legislation.

Important details of these minimum tax regimes are still being considered.

impact our future borrowing costs.

We are subject to risks from operating globally.

spending in Russia.

Failure to effectively and timely assess new or developing trends, technological advancements (including advancements such as artificial intelligence, machine learnings and augmented reality, which may become critical in understanding consumer preferences in the future) or changes in distribution methods and set proper pricing, including as a result of inflation or weak economic conditions or recessions, or effective trade incentives could negatively impact availability of or demand for our products, our operating results, achievement of our strategic and financial goals and our ability to capitalize on new revenue or value-producing opportunities.

deflation, alter the buying behavior of consumers or disrupt our retail customer relationships.

Our product sponsorship

In connection with the COVID-19 pandemic, rapid changes in lifestyles and consumption patterns were accompanied by increased demand for biscuits and decreased demand for gum.

consumers, partners, suppliers, or governmental or regulatory authorities to be misused or breached.

These risks could be magnified since the number of employees, contractors and others working outside of offices increased since the COVID-19 pandemic.

Laws recently passed in other jurisdictions, such as the Personal Information Protection Law of 2021, enacted in China, and the Digital Personal Data Protection Act of 2023, enacted in India, similarly impose significant regulatory requirements.

The California Consumer Privacy Act (“CCPA”) requires greater transparency in handling personal information from consumers by imposing new responsibilities for the handling, disclosure and deletion of personal information for consumers, permits California to assess potentially significant fines for violating CCPA and creates a right for individuals to bring class action suits seeking damages for violations.

In addition, similar legislation in Virginia, Colorado, Utah and Connecticut, all of which have gone into effect or will go into effect during 2023, impose transparency and other obligations with respect to personal data of their respective residents and provide residents with similar rights.

our ability to provide our products to our customers consistently.

Depending on the nature of the

Either partner might fail to recognize an alliance relationship that could expose the business to higher risk or make the venture not as productive as expected.

Failure to achieve and maintain a diverse workforce and

Additionally, to the extent we are required to perform remote audits, these audits do not fully offset risks from the inability to conduct on-site audits.

A significant product liability claim or other legal

Furthermore, as a result of the COVID-19 pandemic and supply chain challenges, there may be investigations, legal claims or litigation against us relating to our actions or decisions in response to these conditions.

We could fail to maintain effective internal control over financial reporting or disclosure controls and procedures.

The accuracy of our financial reporting depends on the effectiveness of our internal control over financial reporting.

Internal control over financial reporting can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements and may not prevent or detect misstatements because of its inherent limitations.

These limitations include, among others, the possibility of human error, inadequacy or circumvention of controls and fraud.

If we do not maintain effective internal control over financial reporting or design and implement disclosure and other controls sufficient to provide reasonable assurance with respect to the preparation and fair presentation of our financial statements and other disclosures, including in connection with controls executed for us by third parties, we might fail to timely detect any misappropriation of corporate assets or inappropriate allocation or use of funds and could be unable to file financial reports or make other disclosures accurately and on a timely basis.

We face challenges as we work to meet our ESG goals and continue to evolve our ESG-related disclosures and reporting considering various existing and developing standards, such as those of the Financial Stability Board’s TCFD, the EU Corporate Sustainability Reporting Directive and the SASB Standards of the Value Reporting Foundation.

We might fail to meet our ESG goals or report on them accurately and timely.

As a result of any of these factors, our reputation, results of operations and stock price could be materially adversely affected.

We access the long-term and short-term global capital markets to obtain financing.

Our financial performance, our short-and long-term debt credit ratings, interest rates, the stability of financial institutions with which we partner, the liquidity of the overall global capital markets (which could be impacted by the United States government’s decisions regarding its debt ceiling) and the state of the global economy, including the food industry, could affect our access to, and the availability and cost of, financing on acceptable terms and conditions and our ability to pay dividends in the future.

Globally, several central banks in various countries have raised, and may again raise, interest rates to combat inflation.

There can be no assurance that we will have access to the global capital markets on terms we find acceptable.

We continue to observe significant market and geopolitical uncertainty, [added: fluctuating consumer demand,] inflationary pressures, supply [removed: constraints] [added: constraints, trade] and [added: regulatory uncertainty and] exchange rate volatility.

See Note 1, *Summary of Significant Accounting Policies* - *War in Ukraine,* to the consolidated financial [removed: statements] [added: statements,] and refer to *Items Affecting Comparability of Financial Results* for additional information.

We continue to evaluate the situation in Ukraine and Russia and our ability to control our operating activities and businesses on an ongoing basis and comply with applicable international [removed: sanctions, and we continue to consolidate both our Ukrainian and Russian subsidiaries.][added: sanctions.]

During [added: both 2024 and] 2023, Ukraine generated 0.4% and Russia generated 2.9% of consolidated net [removed: revenue and during 2022, Ukraine generated 0.3% and Russia generated 4.0% of consolidated net] revenue.

[removed: Our operations in Russia are subject to risks, including the temporary or permanent loss of assets or our ability] [added: occur, this could lead] to [removed: conduct business operations in Russia and] the partial or full impairment of our Russian assets [added: or deconsolidation of the operations] in [added: Russia in] future periods, or the termination of [added: and loss of revenue from] our business operations, based on actions taken by Russia, other parties or us.

For [removed: more] [added: additional] information, see Item 1A, *Risk Factors*, including the risk entitled “*The war in Ukraine has impacted and could continue to impact our business operations, financial performance and results of operations.*”

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In October 2023, conflict developed in the Middle East between Hamas and Israel, and [removed: conflict] has expanded [removed: throughout] [added: to other parts of] the region.

[removed: In the fourth quarter of 2023,] [added: During 2024,] we experienced [removed: minor] sales [removed: impact] [added: impacts] related to this conflict in certain AMEA markets, but this did not have a material impact on our business, results of operations or financial condition.

Additionally in [removed: 2022, we announced our intention to divest our developed market gum and global *Halls* candy businesses and in] the fourth quarter of 2022, we announced an agreement to sell the developed market gum business.

Prior to this change, we recorded a pre-tax gain on equity method transactions of $493 million ($368 million [removed: after-tax)-] [added: after-tax)] in 2023.

[removed: As of December 31, 2023, numerous] [added: Numerous] countries have now enacted the Organization of Economic Cooperation and Development’s model rules on a global minimum tax, [removed: with the earliest] effective [removed: date being] for [removed: taxable years beginning after December 31, 2023.][added: 2024.]

Based on the guidance available thus far, [removed: we do not expect] this legislation [removed: to] [added: did not] have a material impact on our consolidated financial [removed: statements] [added: statements,] but we will continue to evaluate it as additional guidance and clarification becomes available.

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Our net revenue growth and profitability may be affected as we adjust prices to address new conditions, such as increasing input and operating costs due to supply, transportation and labor [removed: constraints] [added: constraints, the impact of tariffs] and higher cost trends.

We experienced significantly higher operating costs, including higher overall raw material [added: (particularly cocoa)] and labor costs that have continued to rise.

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- Net revenues were approximately [removed: $36.0] [added: $36.4] billion in [removed: 2023] [added: 2024] and [removed: $31.5] [added: $36.0] billion in [removed: 2022,] [added: 2023,] an increase of [removed: 14.4%] [added: 1.2%] in [removed: 2023] [added: 2024] and an increase of [removed: 9.7%] [added: 14.4%] in [removed: 2022.][added: 2023.]

–Net revenues increased in [removed: 2022,] [added: 2024,] driven by higher net [removed: pricing,] [added: pricing and] incremental net [removed: revenues] [added: revenue] from our [removed: acquisitions] [added: acquisition] of [removed: Chipita, Clif Bar and Ricolino in 2022 and Gourmet Foods and Grenade in 2021 and favorable volume/mix,] [added: Evirth,] partially offset by [removed: a significant impact from] unfavorable [removed: currency translation,] [added: currency-related items,] as the U.S. dollar strengthened relative to most currencies we operate in compared to exchange rates in the prior year, [removed: and a decline in] [added: the impact of] our [added: 2023 divestiture of the] developed market gum [removed: business, divested in 2023,] [added: business] and [removed: the impact from our divestitures in 2022.][added: unfavorable volume/mix.]

- Organic Net Revenue, a non-GAAP financial measure, increased [removed: 14.7%] [added: 4.3%] to [removed: $35.6] [added: $37.1] billion in [removed: 2023] [added: 2024] and increased [removed: 12.3%] [added: 14.7%] to [removed: $31.7] [added: $35.6] billion in [removed: 2022.][added: 2023.]

[added: In 2023,] Organic Net Revenue [removed: increased in both 2023 and 2022] [added: grew] due to higher net pricing and favorable volume/mix.

- Diluted EPS attributable to Mondelēz International [removed: increased 84.7%] [added: decreased 5.5%] to [removed: $3.62] [added: $3.42] in [removed: 2023] [added: 2024] and [removed: decreased 35.5%] [added: increased 84.7%] to [removed: $1.96] [added: $3.62] in [removed: 2022.][added: 2023.]

These favorable items were partially offset by [added: lower operating results from divestitures,] higher acquisition integration costs and contingent consideration adjustments, higher [removed: equity method investee items, higher] negative initial impacts from enacted tax law changes, higher remeasurement loss of net monetary position, [removed: lower operating results from divestitures,] higher divestiture-related costs, lapping prior year 2017 malware incident net recoveries and higher Simplify to Grow program costs.

[removed: –Diluted EPS decreased in] [added: -] 2022 [removed: driven by lapping prior year net gains on equity method transactions, unfavorable year-over-year] [added: taxes for the: Simplify to Grow Program were $(26) million, intangible asset impairment charge were $(25) million,] mark-to-market [removed: impacts] [added: losses] from [removed: currency] [added: derivatives were $(56) million, acquisition integration costs] and [removed: commodity derivatives, the impact] [added: contingent consideration adjustments were $(72) million, inventory step-up charges were $(7) million, acquisition-related costs were $11 million, divestiture-related costs were $(9) million operating results] from [removed: the] [added: divestitures were $50 million, 2017 malware incident net recoveries were $10 million,] European Commission legal [removed: matter, higher acquisition-related costs,] [added: matter were zero,] incremental costs [removed: incurred] due to the war in [removed: Ukraine, higher acquisition integration costs and contingent consideration adjustments, higher intangible asset impairment charges, higher] [added: Ukraine were $4 million,] remeasurement [removed: loss] of net monetary [removed: position, inventory step-up charges incurred in 2022 and lower net earnings] [added: position were zero, impact] from [removed: divestitures, partially offset by lower Simplify to Grow program costs, an increase in Adjusted EPS, lower negative] [added: pension participation changes were $(3) million, loss on debt extinguishment and related expenses were $(31) million, initial] impacts from enacted tax law [removed: changes, lower] [added: changes were $17 million and loss on] equity method [removed: investee items, 2017 malware incident net recoveries and lower negative impact from pension participation changes.][added: investment transactions were $2 million.]

[removed: –Adjusted] [added: - Adjusted] EPS, a non-GAAP financial measure, increased [removed: 14.3%] [added: 9.1%] to [removed: $3.19] [added: $3.36] in [removed: 2023] [added: 2024] and increased [removed: 3.3%] [added: 15.4%] to [removed: $2.79] [added: $3.08] in [removed: 2022.][added: 2023.]

–Adjusted EPS increased in 2023, driven by operating gains, impact from acquisitions, lower interest expense, fewer shares [removed: outstanding and] [added: outstanding,] dividend income from marketable [removed: securities,] [added: securities and higher equity method investment earnings,] partially offset by unfavorable currency translation, higher taxes and lower benefit plan non-service income.

–Adjusted EPS increased in [removed: 2022,] [added: 2024,] driven by operating [removed: gains and] [added: gains,] fewer shares outstanding, [added: lower taxes, lower interest expense, impact from an acquisition and higher benefit plan non-service income,] partially offset by unfavorable [removed: currency translation, higher interest expense] [added: currency-related items] and [removed: lower equity method investment earnings.][added: lapping prior year dividend income related to our former KDP investment.]

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| | | | See Note | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Restructuring Charges | | | | | | | | | $ | [removed: (106)] [added: (77)] | | | | | $ | [removed: (36)] [added: (106)] | | | | | $ | [removed: (154)] [added: (36)] | |

| Implementation Charges | | | | | | | | | [removed: (25)] [added: (72)] | | | | | | [removed: (87)] [added: (25)] | | | | | | [removed: (167)] [added: (87)] | | |

| Intangible asset impairment charges | | | Note 6 | | | | | | [removed: (26)] [added: (153)] | | | | | | [removed: (101)] [added: (26)] | | | | | | [removed: (32)] [added: (101)] | | |

| Mark-to-market gains/(losses) from derivatives (1) | | | Note 10 | | | | | | [removed: 185] [added: 544] | | | | | | [removed: (318)] [added: 185] | | | | | | [removed: 277] [added: (318)] | | |

| Acquisition integration costs and contingent consideration adjustments (1) | | | | | | | | | [removed: (246)] [added: 315] | | | | | | [removed: (148)] [added: (246)] | | | | | | [removed: 40] [added: (148)] | | |

| Inventory step-up | | | | | | | | | [removed: —] [added: (3)] | | | | | | [removed: (25)] [added: —] | | | | | | [removed: —] [added: (25)] | | |

| Acquisition-related costs | | | | | | | | | [removed: —] [added: (3)] | | | | | | [removed: (254)] [added: —] | | | | | | [removed: (25)] [added: (254)] | | |

| [removed: Net gain] [added: Gain] on [removed: divestitures] [added: acquisition] and [removed: acquisitions] [added: divestitures] | | | | | | | | | [removed: 108] [added: 4] | | | | | | [removed: —] [added: 108] | | | | | | [removed: 8] [added: —] | | |

| Divestiture-related costs | | | | | | | | | [removed: (83)] [added: (1)] | | | | | | [removed: (18)] [added: (83)] | | | | | | [removed: (22)] [added: (18)] | | |

| 2017 Malware incident net recoveries | | | | | | | | | — | | | | | | [removed: 37] [added: —] | | | | | | [removed: —] [added: 37] | | |

| Incremental costs due to war in Ukraine [removed: (2)] | | | Note 1 | | | | | | [removed: 1] [added: (3)] | | | | | | [removed: (121)] [added: 1] | | | | | | [removed: —] [added: (121)] | | |

In particular, we expect to continue to face higher cocoa costs, as the market price for cocoa beans has increased significantly year-over-year and it is likely that prices will remain elevated for some time.

Refer to *Commodity Trends* for additional information.

Additionally, we provide more information on risks related to trade and regulatory uncertainty in our *Financial Outlook* section and under Item 1A, *Risk Factors*.

We continue to consolidate both our Ukrainian and Russian subsidiaries.

The profitability of and the assets held by our Russian business continue to remain above historic levels.

Our operations in Russia are subject to risks, including the temporary or permanent loss of assets due to expropriation or further curtailment of our ability to conduct business operations in Russia.

In the event this were to

ERP System Implementation

In July 2024, our Board of Directors approved funding of $1.2 billion for a multi-year systems transformation program to upgrade our global ERP and supply chain systems (the “ERP System Implementation”).

The ERP System Implementation spending comprises both capital expenditures and operating expenses, of which a majority is expected to relate to operating expenses.

The operating expenses associated with the ERP System Implementation represent incremental transformational costs above the normal ongoing level of spending on information technology to support operations.

The ERP System Implementation program will be implemented by region in several phases with spending occurring over the next five years, with expected completion by year-end 2028.

Extreme Price Growth in Argentina

During December 2023, the Argentinean peso significantly devalued.

The peso's devaluation and potential resulting distortion on our non-GAAP Organic Net Revenue, Organic Net Revenue growth and other constant currency growth rate measures resulted in our decision to exclude the impact of pricing increases in excess of 26% year-over-year ("extreme pricing") in Argentina, from these measures beginning in Q1 2024.

The benchmark of 26% represents the minimum annual inflation rate for each year over a 3-year period which would result in a cumulative inflation rate in excess of 100%, the level at which an economy is considered hyperinflationary under U.S. GAAP.

Throughout the following MD&A discussion, we now exclude, on a prospective basis beginning on January 1, 2024, the impact of extreme pricing in Argentina from the net pricing impact of Organic Net Revenue and Organic Net Revenue growth and its related impact on our other non-GAAP financial constant currency growth measures with a corresponding offset to changes in currency translation rates.

Additionally within the MD&A discussion, "currency-related items" totals the impact of extreme pricing and the currency translation rate changes.

Refer to *Non-GAAP financial measures* for additional information.

Currency-related items impacted our non-GAAP financial measures for the year ended December 31, 2024 as follows:

- Organic Net Revenue: In total, unfavorable currency-related items of $710 million (2.0 pp) were driven by unfavorable currency translation rate changes of $1,877 million (5.2 pp), partially offset by extreme pricing of $1,167 million (3.2 pp).

In Emerging Markets, unfavorable currency-related items of $778 million (5.6 pp) were driven by unfavorable currency translation rate changes of $1,945 million (13.9 pp), partially offset by extreme pricing of $1,167 million (8.3 pp).

In Developed Markets, favorable currency-related items of $68 million (0.3 pp) were driven by favorable currency translation rate changes.

- Adjusted Operating Income: Unfavorable currency-related items of $191 million were driven by unfavorable currency translation rate changes of $460 million, partially offset by extreme pricing of $269 million.

- Adjusted EPS: Unfavorable currency-related items of $0.12 were driven by unfavorable currency translation rate changes of $0.32, partially offset by extreme pricing of $0.20.

During 2024, we completed the acquisition of Evirth (Shanghai) Industrial Co., Ltd. (“Evirth”), a leading manufacturer of cakes and pastries in China.

During the first quarter of 2024, we determined there was an other-than-temporary impairment of our investment in JDEP, resulting in an impairment charge of €612 million ($665 million).

On November 29, 2024, we sold our remaining 85.9 million shares to JAB Holdings Company and recorded a gain of €313 million ($332 million)

Benefit Plans

During the third quarter of 2024, we entered into an agreement with two third party insurance companies for the Mondelēz Global LLC Retirement Plan (“MDLZ Global Plan”), the pension plan for US salaried employees.

The agreement features a buy-in of the plan assets with an option to elect a future buy-out conversion.

The MDLZ Global Plan was terminated on December 31, 2024, and we intend to execute the buy-out conversion in 2025.

Important details of these minimum tax regimes are still being considered.

Refer to *Commodity Trends* for additional information.

*Trade and Regulatory Uncertainty*

In many markets, including the United States, a portion of our products, including significant inputs, are imported from other jurisdictions.

On February 1, 2025, the United States government announced tariffs up to 25% on imports from certain countries, including Mexico and Canada, and 10% tariffs on product imports from certain countries, including China.

While we are still evaluating the potential impact of these actions as well as our ability to mitigate the impact, they are expected to adversely impact our revenue and cost of goods sold in the United States.

If the provisions of those tariffs were maintained as proposed, we would expect those adverse impacts to be significant.

In addition, retaliatory tariffs imposed by other countries or other potential government actions, would likely result in further adverse impacts to our revenue and cost of goods sold.

We continue to support our Ukraine employees, including paying salaries to those not yet able to return to work until full production returns.

Our Russian net revenues declined in 2023 due to continued suspension of advertising as well as currency weakness.

Despite the decrease in revenues, the profitability of our Russian business in 2023 remained above historical levels.

In 2021, we issued €300 million exchangeable bonds.

If all bonds were redeemed in exchange for shares, this would represent approximately 8.5 million shares or approximately 10% of our equity interest in JDEP.

In 2021, we sold approximately 42.7 million shares in KDP, which reduced our ownership interest by 3.0 percentage points to 5.3%.

We recorded a pre-tax gain of $768 million (or $581 million after-tax).

To remain competitive on our operating structure, we continue to work on programs to expand our profitability, such as our Simplify to Grow Program, which is designed to bring about significant reductions in our operating cost structure in both our supply chain and overhead costs.

In both 2023 and 2022, our net revenue growth continued to reflect increased demand for most of our snack category products in both our emerging and developed markets.

On a constant currency basis, Adjusted EPS increased 19.0% to $3.32 in 2023 and increased 11.9% to $3.02 in 2022.

| Impact from resolution of tax matters (1) | | | Note 14 | | | | | | — | | | | | | — | | | | | | 7 | | |

| Equity method investee items (4) | | | | | | | | | (93) | | | | | | 25 | | | | | | (41) | | |

(2)Incremental costs due to the war in Ukraine include direct charges such as asset impairments due to damaged facilities and inventory, higher expected allowances for uncollectible accounts receivable and committed compensation.

(4)Includes our proportionate share of significant operating and non-operating items recorded by our JDE Peet's equity method investee, including acquisition and divestiture-related costs, restructuring program costs and intangible asset impairment costs.

| Earnings from continuing operations | | | 4,968 | | | | | | 2,726 | | | | | | 2,242 | | | | | | 82.2 | | % |

| Reported (GAAP) | | | $ | 12,184 | | | | | $ | 19,312 | | | | | $ | 31,496 | | | | | | | | | | | | | |

| Divestitures | | | (27) | | | | | | (471) | | | | | | (498) | | | | | | | | | | | | | | |

net revenues of $529 million through the one-year anniversary of the acquisition.

| Unfavorable currency translation | | | 190 | | | | | | — | | | | | | 190 | | | | | | | | |

| Equity method investee items (7) | | | 0.07 | | | | | | (0.02) | | | | | | 0.09 | | | | | | | | |

| Adjusted EPS (1) | | | $ | 3.19 | | | | | $ | 2.79 | | | | | $ | 0.40 | | | | | 14.3 | | % |

| Unfavorable currency translation | | | 0.13 | | | | | | — | | | | | | 0.13 | | | | | | | | |

| Adjusted EPS (constant currency) (1) | | | $ | 3.32 | | | | | $ | 2.79 | | | | | $ | 0.53 | | | | | 19.0 | | % |

participation changes were $(3) million, initial impacts from enacted tax law changes were $83 million, gain on marketable securities were $133 million, gain on equity method investment transactions were $124 million and equity method investee items were zero.

As we record our share of KDP and JDE Peet’s ongoing earnings on a one-quarter lag basis, we reflected the impact of prior-quarter sales of KDP and JDE Peet’s shares within divested results as if the sales occurred at the beginning of all periods presented.

(4)Refer to Note 9, *Debt and Borrowing Arrangements*, for more information on the loss on debt extinguishment and related expenses.

(7)Includes our proportionate share of significant operating and non-operating items recorded by our JDE Peet's equity method investee, such as acquisition and divestiture-related costs, restructuring program costs and intangible asset impairment costs.

2022 compared with 2021

| | | | 2022 | | | | | | 2021 | | | | | | $ Change | | | | | | % Change | | |

| Net revenues | | | $ | 31,496 | | | | | $ | 28,720 | | | | | $ | 2,776 | | | | | 9.7 | | % |

| Operating income | | | 3,534 | | | | | | 4,653 | | | | | | (1,119) | | | | | | (24.0) | | % |

| Earnings from continuing operations | | | 2,726 | | | | | | 4,314 | | | | | | (1,588) | | | | | | (36.8) | | % |

| Net earnings attributable to Mondelēz International | | | 2,717 | | | | | | 4,300 | | | | | | (1,583) | | | | | | (36.8) | | % |

Net revenues increased $2,776 million (9.7%) to $31,496 million in 2022, and Organic Net Revenue (1) increased $3,477 million (12.3%) to $31,664 million.

| Acquisitions | | | (596) | | | | | | (620) | | | | | | (1,216) | | | | | | | | | | | | | | |

| Currency | | | 743 | | | | | | 1,139 | | | | | | 1,882 | | | | | | | | | | | | | | |

| Organic (Non-GAAP) | | | $ | 12,304 | | | | | $ | 19,360 | | | | | $ | 31,664 | | | | | | | | | | | | | |

| Reported (GAAP) | | | $ | 10,132 | | | | | $ | 18,588 | | | | | $ | 28,720 | | | | | | | | | | | | | |

| Divestitures | | | (47) | | | | | | (486) | | | | | | (533) | | | | | | | | | | | | | | |

| Organic (Non-GAAP) | | | $ | 10,085 | | | | | $ | 18,102 | | | | | $ | 28,187 | | | | | | | | | | | | | |

The VAR analysis was done separately [added: as of each quarter end] for our currency exchange, fixed income and commodity risk portfolios [removed: as of each quarter end during the periods presented below.][added: using historical market movements.]

| | | | [removed: 61] [added: 63] | | | [removed: ] [added: ] | | |

The parameters used for estimating the expected return distributions were determined by observing interest rate, currency exchange and commodity price movements over the prior quarter for the calculation of VAR amounts at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and over each of the four prior quarters for the calculation of average VAR amounts during each year.

As of December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022,] [added: 2023,] the estimated potential one-day loss in fair value of our interest rate-sensitive instruments, primarily debt, and the estimated potential one-day loss in pre-tax earnings from our currency and commodity instruments, as calculated in the VAR model, were:

| | | | At [removed: 12/31/22] [added: 12/31/24] | | | | | | Average | | | | | | High | | | | | | Low | | | | | | At [removed: 12/31/22] [added: 12/31/24] | | | | | | Average | | | | | | High | | | | | | Low | | |

| Foreign currency rates | | | $ | [removed: 20] [added: 22] | | | | | $ | [removed: 23] [added: 34] | | | | | $ | [removed: 30] [added: 46] | | | | | $ | [removed: 20] [added: 22] | | | | | | | | | | | | | | | | | | | | | | | | | |

| Commodity prices | | | [removed: 63] [added: 21] | | | | | | [removed: 75] [added: 49] | | | | | | [removed: 118] [added: 99] | | | | | | [removed: 51] [added: 14] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | [removed: 62] [added: 64] | | | [removed: ] [added: ] | | |

| Interest rates | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 76 | | | | | $ | 84 | | | | | $ | 95 | | | | | $ | 76 | |

| Interest rates | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 196 | | | | | $ | 201 | | | | | $ | 232 | | | | | $ | 169 | |

We are one of the world’s largest snack companies with global net revenues of [removed: $36.0] [added: $36.4] billion and net earnings of [removed: $5.0] [added: $4.6] billion in [removed: 2023.][added: 2024.]

We aim to deliver a broad range of delicious, high-quality snacks that nourish life’s moments, made with sustainable ingredients and [removed: packaging that consumers can feel good about.][added: packaging.]

Our strategic plan builds on our strong foundations, including leadership in attractive categories, an attractive global footprint, a strong core of iconic global and local brands, marketing, sales, distribution and cost excellence [removed: capabilities,] [added: capabilities] and top talent with a growth mindset.

We are also focused on boosting digital commerce and [added: on] our digital transformation program that will help [added: us] to [removed: enable] [added: meet] consumer demand and [added: generate incremental] sales opportunities.

We believe our [removed: commitment to diversity, equity and inclusion and operating and cultural shifts] [added: efforts] to continue [removed: building] [added: advancing] a winning growth culture will help drive profitable top-line growth.

| | | | 3 | | | [removed: ] [added: ] | | |

We sell our products in over 150 countries and have operations in approximately 80 countries, including [removed: 148] [added: 147 principal] manufacturing and processing facilities across 46 countries.

The portion of our net revenues generated outside the United States was [removed: 73.4%] [added: 74.0%] in [removed: 2023, 73.6%] [added: 2024, 73.4%] in [removed: 2022] [added: 2023] and [removed: 75.1%] [added: 73.6%] in [removed: 2021.][added: 2022.]

| | | | 4 | | | [removed: ] [added: ] | | |

No single customer accounted for 10% or more of our net revenues from continuing operations in [removed: 2023.][added: 2024.]

The core objectives of this group are aligned with three key strategic areas: invent new brands and businesses, invest in early-stage [removed: entrepreneurs,] [added: entrepreneurs] and amplify SnackFutures’ influence through the CoLab start-up engagement and mentoring programs built to equip start-ups with essential tools, technologies and expertise that can help them learn, grow and succeed.

| | | | 5 | | | [removed: ] [added: ] | | |

A number of external factors such as the current macroeconomic environment, including global inflation and the effects of geopolitical uncertainty, climate and weather conditions, [added: trade and regulatory uncertainty,] commodity, transportation and labor market conditions, supply chain disruptions, currency fluctuations and the effects of governmental agricultural or other programs affect the cost and availability of raw materials and agricultural materials used in our products.

We believe the strength of our workforce is one of the significant contributors to our success as a [added: purpose-led,] global [removed: company that leads with purpose.][added: company.]

*Workforce Profile*: At December 31, [removed: 2023,] [added: 2024,] we had approximately [removed: 91,000] [added: 90,000] employees.

At December 31, [removed: 2023,] [added: 2024,] we had approximately 12,000 U.S. employees and approximately [removed: 79,000] [added: 78,000] employees outside the United States, with employees represented by labor unions or workers’ councils representing approximately [removed: 21%] [added: 20%] of our U.S. employees and approximately [removed: 55%] [added: 60%] of our employees outside the United States.

[added: *Culture and Employee Engagement:*] We believe that a diverse workforce with a range of experiences and perspectives is a significant driver of sustainable innovation and growth.

We continue to [removed: be focused] [added: focus] on creating an inclusive culture for employees, providing [removed: equity of opportunity] [added: all employees with opportunities] through our development programs and policies.

| | | | 6 | | | [removed: ] [added: ] | | |

*Talent Management and Development:* Maintaining a robust pipeline of talent is crucial to our ongoing success and [removed: is a key aspect of] [added: to our] succession planning efforts across the organization.

We invest in our employees through training and development programs, on the job experiences, coaching, as well as tuition [removed: reimbursement] [added: reimbursement,] for a majority of our employees in the United States to promote continued professional growth.

We provide [added: access to] technical and leadership [added: development] programs [removed: across the organization that] [added: to] enable colleagues to grow skills and capabilities to become more successful.

We [removed: also] [added: have] expanded and increased global participation in our Talent Marketplace, a development solution that helps connect employees to short-term ‘gig’ opportunities.

[removed: *Culture and Employee Engagement:*] We believe a culture where employees feel heard and managers take action is key to building a highly-engaged workforce that can deliver sustainable business growth.

We provide access to medical and welfare benefits and offer programs to all employees that support work-life balance, including paid parental leave, as well as financial, physical and mental health resources, including employee assistance programs [removed: to] [added: that] reach all global colleagues.

With the support of an independent third-party expert in this field, we conduct global pay equity reviews for salaried employees based on gender [removed: and] [added: and, in the United States,] race (as permitted by local country law).

Our last global analysis in [removed: 2023] [added: 2024] encompassed [removed: 83] [added: 82] countries and over [removed: 34,000] [added: 36,000] employees.

From this analysis, our pay gap between male and female employees was less than [removed: 1%.][added: 1% when performing substantially similar work at Mondelēz.]

The [removed: 2023] [added: 2024] independent analysis found no systemic issues and no negative pay gap between non-white and white [removed: employees.][added: employees when performing substantially similar work at Mondelēz.]

| | | | 7 | | | [removed: ] [added: ] | | |

Our strategy and goals in these key focus areas are central to supporting our growth around the world and underpinned by our focus on promoting a culture of safety, [removed: quality, inclusivity] [added: quality] and [removed: equity.][added: inclusivity.]

The People and Compensation Committee of our Board of Directors oversees our [removed: diversity, equity and inclusion] [added: human capital] priorities, as well as workplace safety and employee wellness, pay equity, talent sourcing strategies, talent management and development programs and [removed: ESG] KPIs for incentive plans.

We also publish an ESG disclosure data sheet and are aligned with the Sustainability Accounting Standards Board [removed: (“SASB”)] and Task Force on Climate-related Financial Disclosures [removed: (“TCFD”)] reporting frameworks.

| | | | 8 | | | [removed: ] [added: ] | | |

Our food products and ingredients are subject to local, national and multinational [added: laws and] regulations related to labeling, health and nutrition claims, packaging, pricing, marketing and advertising, and related areas.

In addition, increased attention to environmental and social issues in industry supply chains has led to [removed: developing different types] [added: the development] of [removed: regulation] [added: differences] in [removed: many countries.][added: government rules across jurisdictions.]

[removed: Examples of laws and regulations that affect our business include workplace safety regulations; selective food taxes; data privacy;] [added: restrictions,] labeling requirements such as front-of-pack labeling based on nutrient profiles or environmental claims; sales or media and marketing restrictions such as those on promotions or advertising products with specified nutrient profiles on certain channels or platforms or during certain hours of the day; [removed: sanctions] [added: sanctions; export controls] on sales or sourcing of raw materials; cross-border trade concessions or border barriers; corporate tax policies of the United States and other countries; and packaging taxes.

In addition, [removed: over 25 countries] [added: many Member States] in the European Union have implemented extended producer responsibility (“EPR”) policies as part of national packaging waste policies that make manufacturers responsible for the cost of recycling food and beverage packaging after consumers use it.

Single-use plastic bans [removed: and other] [added: or] plastic taxes are being [added: implemented or] considered in Europe as well as countries [removed: including Indonesia and the Philippines.][added: in Southeast Asia.]

| | | | 9 | | | [removed: ] [added: ] | | |

We have established a robust framework for innovation to drive a technology pipeline supporting the creation of new product bundles across short-, medium- and long-term horizons.

These bundles enhance our portfolio to address evolving consumer preferences and market trends, nutritional needs as well as reduce our environmental impact.

We work to introduce new varieties of our core products, including new taste or nutrition profiles that cater to evolving consumer preferences, such as the launch in the UK of *Cadbury Dairy Milk & MORE*, a multi-dimensional tablet designed to deliver a richer, more indulgent eating experience, zero-sugar *Oreo’s* in China and reduced sugar candies under *The Natural Confectionary Company* brand in Australia.

We continue to expand our portfolio of cakes and pastries in new markets and with updated formats including *Milka* brownies *a*nd *Oreo* cakes*.*

To grow and maintain our market positions, we

focus on meeting consumer needs and preferences through a local-first commercial focus with a broad array of product formats, pack sizes and price points, new digital and other sales and marketing initiatives, product innovation and high standards of product quality.

We believe in supporting a healthy balance between development and advancement of internal talent and infusion of new talent and capabilities to enhance our teams.

In 2024, we made progress against these goals, such as receiving validation for our 2030 near-

term and 2050 long-term Net Zero goal from the Science Based Targets Initiative and continuing to increase the ratio of renewable energy used within several of our owned manufacturing facilities across the world.

Examples of laws and regulations that affect our business include, without limitation, workplace safety regulations; selective food taxes; data privacy and cybersecurity; ingredients, products, processing or other food-related

In addition, the European Union has adopted its Packaging and Packaging Waste Directive.

*Mr. Renaud* became Executive Vice President and Chief Marketing & Sales Officer in February 2022 and served as Executive Vice President and Chief Marketing Officer from January 2018 until February 2022.

Prior to joining

Mondelēz International, Mr. Renaud spend more than 28 years at Danone SA, a global food and beverage company, in a variety of roles with increasing responsibility.

Most recently, he served as President, Fresh Dairy Europe, from January 2015 to July 2017 after working as Vice President Danone Waters Asia Pacific, from October 2014 to December 2014.

We remain committed to helping to drive longstanding, enduring, positive change in the world.

Our innovation efforts focus on anticipating consumer demands and adapting quickly to changing market trends.

We aim to address consumer needs and market trends while leveraging scalable innovation platforms, sustainability and packaging programs and breakthrough technologies in order to delight our consumers, fuel our growth and reduce our environmental impact.

We work to introduce new varieties of our core products, including new taste or nutrition profiles that cater to evolving consumer preferences, such as the introduction of *Toblerone Pralines* in a new market segment and a vegan 100% plant-based *Philadelphia* cream cheese*.* Additionally, we are expanding our portfolio of cakes and pastries with updated formats including *Milka* brownies *a*nd *Oreo* cakes*.*

To grow and maintain our market positions, we focus on meeting consumer needs and preferences through a local-first commercial focus, new digital and other

sales and marketing initiatives, product innovation and high standards of product quality.

*Workforce Inclusion & Diversity*:

We include diversity and other human capital metrics as a part of the strategic scorecard within our annual incentive plan for our CEO and other senior leaders.

This scorecard is used consistently across our company at both the corporate and region level.

As a result of these efforts, at the end of 2023, women held 42% of global management roles (defined as Director and above) and 42% of executive leadership roles (defined as the Management Leadership Team plus one level below).

In the United States, People of Color held approximately 36% of management roles (defined as Director and above), and Black employees held 6.3% of management roles at the end of 2023.

We include metrics related to the rate at which we fill positions with internal talent as part of the strategic scorecard within our annual incentive plan for our CEO and senior leaders, supporting a healthy balance between development of internal talent and infusion of new capabilities to enhance our teams.

In 2023, we made progress against these goals, such as expanding our signature raw material sourcing programs, submitting a time-bound roadmap against our 2050 Net Zero goal for validation to the Science Based Targets Initiative and investing in renewable energy sources in several of our owned manufacturing facilities across the world.

*Mr. Ramos* became Chief Research & Development Officer in November 2022.

Before joining Mondelēz International, Mr. Ramos was Senior Vice President of Global Packaging at The Estée Lauder Companies, a

manufacturer and marketer of quality skin care, makeup, fragrance and hair care products, from January 2021 to November 2022, and served as the Chief Scientific Officer at Coty Inc., a multinational beauty company and developer of fragrance, color cosmetics, and skin and body care, from September 2017 to January 2021.

Mr. Ramos has worked in Research and Development for over 20 years.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

[removed: ][added: ]

The aggregate market value of the shares of Class A Common Stock held by non-affiliates of the registrant, computed by reference to the closing price of such stock on June 30, [removed: 2023,] [added: 2024,] was [removed: $99.2] [added: $87.4] billion.

At January [removed: 30, 2024,] [added: 31, 2025,] there were [removed: 1,346,477,411] [added: 1,293,525,167] shares of the registrant’s Class A Common Stock outstanding.

Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission in connection with its annual meeting of shareholders expected to be held on May [removed: 22, 2024] [added: 21, 2025] are incorporated by reference into Part III hereof.

| Item 1. | | | [removed: [Business](#i640facc1b2034fd6abdfa8eed815a087_16)] [added: [Business](#i77f03d285834400ba37d8d8124081b72_16)] | | | [removed: [3](#i640facc1b2034fd6abdfa8eed815a087_16)] [added: [3](#i77f03d285834400ba37d8d8124081b72_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i640facc1b2034fd6abdfa8eed815a087_19)] [added: Factors](#i77f03d285834400ba37d8d8124081b72_19)] | | | [removed: [12](#i640facc1b2034fd6abdfa8eed815a087_19)] [added: [12](#i77f03d285834400ba37d8d8124081b72_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i640facc1b2034fd6abdfa8eed815a087_22)] [added: Comments](#i77f03d285834400ba37d8d8124081b72_22)] | | | [removed: [27](#i640facc1b2034fd6abdfa8eed815a087_22)] [added: [27](#i77f03d285834400ba37d8d8124081b72_22)] | | |

| Item 2. | | | [removed: [Properties](#i640facc1b2034fd6abdfa8eed815a087_25)] [added: [Properties](#i77f03d285834400ba37d8d8124081b72_28)] | | | [removed: [29](#i640facc1b2034fd6abdfa8eed815a087_25)] [added: [29](#i77f03d285834400ba37d8d8124081b72_28)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i640facc1b2034fd6abdfa8eed815a087_28)] [added: Proceedings](#i77f03d285834400ba37d8d8124081b72_31)] | | | [removed: [29](#i640facc1b2034fd6abdfa8eed815a087_28)] [added: [29](#i77f03d285834400ba37d8d8124081b72_31)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i640facc1b2034fd6abdfa8eed815a087_31)] [added: Disclosures](#i77f03d285834400ba37d8d8124081b72_34)] | | | [removed: [29](#i640facc1b2034fd6abdfa8eed815a087_31)] [added: [29](#i77f03d285834400ba37d8d8124081b72_34)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder [removed: Matters](#i640facc1b2034fd6abdfa8eed815a087_37) [and] [added: Matters](#i77f03d285834400ba37d8d8124081b72_40) [](#i77f03d285834400ba37d8d8124081b72_40)[and] Issuer Purchases of Equity [removed: Securities](#i640facc1b2034fd6abdfa8eed815a087_37)] [added: Securities](#i77f03d285834400ba37d8d8124081b72_40)] | | | [removed: [30](#i640facc1b2034fd6abdfa8eed815a087_37)] [added: [30](#i77f03d285834400ba37d8d8124081b72_40)] | | |

| Item 6. | | | [removed: [Reserved](#i640facc1b2034fd6abdfa8eed815a087_40)] [added: [Reserved](#i77f03d285834400ba37d8d8124081b72_43)] | | | [removed: [31](#i640facc1b2034fd6abdfa8eed815a087_40)] [added: [31](#i77f03d285834400ba37d8d8124081b72_43)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations:](#i640facc1b2034fd6abdfa8eed815a087_43)] [added: Operations:](#i77f03d285834400ba37d8d8124081b72_46)] | | | [removed: [32](#i640facc1b2034fd6abdfa8eed815a087_43)] [added: [32](#i77f03d285834400ba37d8d8124081b72_46)] | | |

| | | | [Recent Developments and Significant Items Affecting [removed: Comparability](#i640facc1b2034fd6abdfa8eed815a087_46)] [added: Comparability](#i77f03d285834400ba37d8d8124081b72_49)] | | | [removed: [32](#i640facc1b2034fd6abdfa8eed815a087_46)] [added: [32](#i77f03d285834400ba37d8d8124081b72_49)] | | |

| | | | [Financial [removed: Outlook](#i640facc1b2034fd6abdfa8eed815a087_52)] [added: Outlook](#i77f03d285834400ba37d8d8124081b72_52)] | | | [removed: [34](#i640facc1b2034fd6abdfa8eed815a087_52)] [added: [35](#i77f03d285834400ba37d8d8124081b72_52)] | | |

| | | | [Summary of [removed: Results](#i640facc1b2034fd6abdfa8eed815a087_49)] [added: Results](#i77f03d285834400ba37d8d8124081b72_55)] | | | [removed: [35](#i640facc1b2034fd6abdfa8eed815a087_49)] [added: [36](#i77f03d285834400ba37d8d8124081b72_55)] | | |

| | | | [Discussion and Analysis of Historical [removed: Results](#i640facc1b2034fd6abdfa8eed815a087_55)] [added: Results](#i77f03d285834400ba37d8d8124081b72_58)] | | | [removed: [36](#i640facc1b2034fd6abdfa8eed815a087_55)] [added: [37](#i77f03d285834400ba37d8d8124081b72_58)] | | |

| | | | [Liquidity and Capital [removed: Resources](#i640facc1b2034fd6abdfa8eed815a087_70)] [added: Resources](#i77f03d285834400ba37d8d8124081b72_70)] | | | [removed: [52](#i640facc1b2034fd6abdfa8eed815a087_70)] [added: [54](#i77f03d285834400ba37d8d8124081b72_70)] | | |

| | | | [Commodity [removed: Trends](#i640facc1b2034fd6abdfa8eed815a087_73)] [added: Trends](#i77f03d285834400ba37d8d8124081b72_73)] | | | [removed: [54](#i640facc1b2034fd6abdfa8eed815a087_73)] [added: [56](#i77f03d285834400ba37d8d8124081b72_73)] | | |

| | | | [Non-GAAP Financial [removed: Measures](#i640facc1b2034fd6abdfa8eed815a087_79)] [added: Measures](#i77f03d285834400ba37d8d8124081b72_79)] | | | [removed: [55](#i640facc1b2034fd6abdfa8eed815a087_79)] [added: [57](#i77f03d285834400ba37d8d8124081b72_79)] | | |

| | | | [Critical Accounting [removed: Estimates](#i640facc1b2034fd6abdfa8eed815a087_67)] [added: Estimates](#i77f03d285834400ba37d8d8124081b72_82)] | | | [removed: [58](#i640facc1b2034fd6abdfa8eed815a087_67)] [added: [60](#i77f03d285834400ba37d8d8124081b72_82)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i640facc1b2034fd6abdfa8eed815a087_82)] [added: Risk](#i77f03d285834400ba37d8d8124081b72_85)] | | | [removed: [61](#i640facc1b2034fd6abdfa8eed815a087_82)] [added: [63](#i77f03d285834400ba37d8d8124081b72_85)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data:](#i640facc1b2034fd6abdfa8eed815a087_85)] [added: Data:](#i77f03d285834400ba37d8d8124081b72_88)] | | | [removed: [63](#i640facc1b2034fd6abdfa8eed815a087_85)] [added: [65](#i77f03d285834400ba37d8d8124081b72_88)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#i640facc1b2034fd6abdfa8eed815a087_88)] [added: Firm](#i77f03d285834400ba37d8d8124081b72_91)] | | | [removed: [63](#i640facc1b2034fd6abdfa8eed815a087_88)] [added: [65](#i77f03d285834400ba37d8d8124081b72_91)] | | |

| | | | [Consolidated Statements of [removed: Earnings](#i640facc1b2034fd6abdfa8eed815a087_91) [](#i640facc1b2034fd6abdfa8eed815a087_91)[for] [added: Earnings for] the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#i640facc1b2034fd6abdfa8eed815a087_91)] [added: 2022](#i77f03d285834400ba37d8d8124081b72_94)] | | | [removed: [65](#i640facc1b2034fd6abdfa8eed815a087_91)] [added: [68](#i77f03d285834400ba37d8d8124081b72_94)] | | |

| | | | [Consolidated Statements of Comprehensive [removed: Earnings](#i640facc1b2034fd6abdfa8eed815a087_94) [](#i640facc1b2034fd6abdfa8eed815a087_94)[for] [added: Earnings for] the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#i640facc1b2034fd6abdfa8eed815a087_94)] [added: 2022](#i77f03d285834400ba37d8d8124081b72_97)] | | | [removed: [66](#i640facc1b2034fd6abdfa8eed815a087_94)] [added: [69](#i77f03d285834400ba37d8d8124081b72_97)] | | |

| | | | [Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022](#i640facc1b2034fd6abdfa8eed815a087_97)] [added: 2023](#i77f03d285834400ba37d8d8124081b72_100)] | | | [removed: [67](#i640facc1b2034fd6abdfa8eed815a087_97)] [added: [70](#i77f03d285834400ba37d8d8124081b72_100)] | | |

| | | | [Consolidated Statements of [removed: Equity](#i640facc1b2034fd6abdfa8eed815a087_100) [](#i640facc1b2034fd6abdfa8eed815a087_100)[for] [added: Equity for] the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#i640facc1b2034fd6abdfa8eed815a087_100)] [added: 2022](#i77f03d285834400ba37d8d8124081b72_103)] | | | [removed: [68](#i640facc1b2034fd6abdfa8eed815a087_100)] [added: [71](#i77f03d285834400ba37d8d8124081b72_103)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#i640facc1b2034fd6abdfa8eed815a087_103) [](#i640facc1b2034fd6abdfa8eed815a087_103)[for] [added: Flows for] the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#i640facc1b2034fd6abdfa8eed815a087_103)] [added: 2022](#i77f03d285834400ba37d8d8124081b72_106)] | | | [removed: [69](#i640facc1b2034fd6abdfa8eed815a087_103)] [added: [72](#i77f03d285834400ba37d8d8124081b72_106)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i640facc1b2034fd6abdfa8eed815a087_106)] [added: Statements](#i77f03d285834400ba37d8d8124081b72_109)] | | | [removed: [70](#i640facc1b2034fd6abdfa8eed815a087_106)] [added: [73](#i77f03d285834400ba37d8d8124081b72_109)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i640facc1b2034fd6abdfa8eed815a087_163)] [added: Disclosure](#i77f03d285834400ba37d8d8124081b72_166)] | | | [removed: [122](#i640facc1b2034fd6abdfa8eed815a087_163)] [added: [120](#i77f03d285834400ba37d8d8124081b72_166)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i640facc1b2034fd6abdfa8eed815a087_166)] [added: Procedures](#i77f03d285834400ba37d8d8124081b72_169)] | | | [removed: [122](#i640facc1b2034fd6abdfa8eed815a087_166)] [added: [120](#i77f03d285834400ba37d8d8124081b72_169)] | | |

| Item 9B. | | | [Other [removed: Information](#i640facc1b2034fd6abdfa8eed815a087_169)] [added: Information](#i77f03d285834400ba37d8d8124081b72_172)] | | | [removed: [123](#i640facc1b2034fd6abdfa8eed815a087_169)] [added: [121](#i77f03d285834400ba37d8d8124081b72_172)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i640facc1b2034fd6abdfa8eed815a087_172)] [added: Inspections](#i77f03d285834400ba37d8d8124081b72_175)] | | | [removed: [123](#i640facc1b2034fd6abdfa8eed815a087_172)] [added: [121](#i77f03d285834400ba37d8d8124081b72_175)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i640facc1b2034fd6abdfa8eed815a087_178)] [added: Governance](#i77f03d285834400ba37d8d8124081b72_181)] | | | [removed: [124](#i640facc1b2034fd6abdfa8eed815a087_178)] [added: [122](#i77f03d285834400ba37d8d8124081b72_181)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i640facc1b2034fd6abdfa8eed815a087_181)] [added: Compensation](#i77f03d285834400ba37d8d8124081b72_184)] | | | [removed: [124](#i640facc1b2034fd6abdfa8eed815a087_181)] [added: [122](#i77f03d285834400ba37d8d8124081b72_184)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and [removed: Management](#i640facc1b2034fd6abdfa8eed815a087_184) [and] [added: Management](#i77f03d285834400ba37d8d8124081b72_187) [](#i77f03d285834400ba37d8d8124081b72_187)[and] Related Stockholder [removed: Matters](#i640facc1b2034fd6abdfa8eed815a087_184)] [added: Matters](#i77f03d285834400ba37d8d8124081b72_187)] | | | [removed: [124](#i640facc1b2034fd6abdfa8eed815a087_184)] [added: [122](#i77f03d285834400ba37d8d8124081b72_187)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i640facc1b2034fd6abdfa8eed815a087_187)] [added: Independence](#i77f03d285834400ba37d8d8124081b72_190)] | | | [removed: [124](#i640facc1b2034fd6abdfa8eed815a087_187)] [added: [122](#i77f03d285834400ba37d8d8124081b72_190)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i640facc1b2034fd6abdfa8eed815a087_190)] [added: Services](#i77f03d285834400ba37d8d8124081b72_193)] | | | [removed: [124](#i640facc1b2034fd6abdfa8eed815a087_190)] [added: [122](#i77f03d285834400ba37d8d8124081b72_193)] | | |

| [Part I](#i77f03d285834400ba37d8d8124081b72_13) | | | | | | | | |

| Item 1C. | | | [Cybersecurity](#i77f03d285834400ba37d8d8124081b72_25) | | | [27](#i77f03d285834400ba37d8d8124081b72_25) | | |

| [Part II](#i77f03d285834400ba37d8d8124081b72_37) | | | | | | | | |

| [Part III](#i77f03d285834400ba37d8d8124081b72_178) | | | | | | | | |

| [Part IV](#i77f03d285834400ba37d8d8124081b72_196) | | | | | | | | |

| | | | [Signatures](#i77f03d285834400ba37d8d8124081b72_205) | | | [128](#i77f03d285834400ba37d8d8124081b72_205) | | |

- volatility of cocoa and other commodity input costs, our ability to effectively hedge such costs and the availability of commodities;

| [Part I](#i640facc1b2034fd6abdfa8eed815a087_13) | | | | | | | | |

| Item 1C. | | | [C](#i640facc1b2034fd6abdfa8eed815a087_549755815690)[ybersecurity](#i640facc1b2034fd6abdfa8eed815a087_549755815690) | | | [27](#i640facc1b2034fd6abdfa8eed815a087_549755815690) | | |

| [Part II](#i640facc1b2034fd6abdfa8eed815a087_34) | | | | | | | | |

| [Part III](#i640facc1b2034fd6abdfa8eed815a087_175) | | | | | | | | |

| [Part IV](#i640facc1b2034fd6abdfa8eed815a087_193) | | | | | | | | |

| | | | [Signatures](#i640facc1b2034fd6abdfa8eed815a087_202) | | | [130](#i640facc1b2034fd6abdfa8eed815a087_202) | | |

- the restructuring program and our other transformation initiatives not yielding the anticipated benefits;

- changes in the assumptions on which the restructuring program is based;

Members of our Management Leadership Team also report to the Board [removed: at least] [added: more frequently than] annually on data protection and current internal and external developments in cybersecurity, as part of the Board’s enterprise risk management review, and the Board receives reports of Audit Committee discussions regarding its oversight of cybersecurity risk.

Our CISO currently reports to our Chief [removed: Financial] [added: Information and Digital] Officer and has operational responsibility for our information security programs, protections, and efforts, along with leading the team responsible for implementing, monitoring, and maintaining cybersecurity and data security strategy, policy, standards, architecture, and practices across our business.

| | | | 27 | | | [removed: ] [added: ] | | |

While we have not experienced [removed: any] [added: a known] material [removed: cybersecurity threats or incidents in recent] [added: information security breach nor incurred material breach-related expenses over the last three] years, there can be no guarantee that we will not be the subject of future [added: cybersecurity] threats or incidents.

| | | | 28 | | | [removed: ] [added: ] | | |

On December 31, [removed: 2023,] [added: 2024,] we had approximately [removed: 148] [added: 147] manufacturing and processing facilities in 46 countries and 107 [added: principal] distribution centers and warehouses worldwide that we owned or leased.

| | | | [removed: Number of Manufacturing Facilities] [added: Manufacturing Facilities] | | | | | | [removed: Number of Distribution and] [added: Distribution and] Warehouse Facilities | | |

| Latin America (1) | | | [removed: 19] [added: 17] | | | | | | [removed: 15] [added: 16] | | |

| AMEA | | | [removed: 45] [added: 48] | | | | | | [removed: 26] [added: 24] | | |

| North America | | | [removed: 23] [added: 21] | | | | | | [removed: 60] [added: 61] | | |

| Total | | | [removed: 148] [added: 147] | | | | | | 107 | | |

| Owned | | | 123 | | | | | | [removed: 14] [added: 13] | | |

| Leased | | | [removed: 25] [added: 24] | | | | | | [removed: 93] [added: 94] | | |

| | | | As of December 31, 2024 | | | | | | | | |

| Total | | | 147 | | | | | | 107 | | |

| | | | As of December 31, 2023 | | | | | | | | |

| | | | 29 | | | [removed: ] [added: ] | | |

Our Common Stock is listed on The Nasdaq Global Select Market under the symbol “MDLZ.” At January [removed: 30, 2024,] [added: 31, 2025,] there were [removed: 36,216] [added: 34,057] holders of record of our Common Stock.

[removed: ][added: ]

The Mondelēz International performance peer group consists of the following companies considered our market competitors or that have been selected on the basis of industry, global focus or industry leadership: Campbell Soup Company, The Coca-Cola Company, Colgate-Palmolive Company, Danone S.A., General Mills, Inc., The Hershey Company, [removed: Kellanova (formerly Kellogg Company),] [added: Kellanova,] The Kraft Heinz Company, Nestlé S.A., PepsiCo, Inc., The Procter & Gamble Company and Unilever PLC.

| | | | 30 | | | [removed: ] [added: ] | | |

Our stock repurchase activity for each of the three months in the quarter ended December 31, [removed: 2023] [added: 2024] was:

(1)The total number of shares purchased (and the average price paid per share) reflects: (i) shares purchased pursuant to the repurchase program described in (2) below; and (ii) shares tendered to us by employees who used shares to exercise options and to pay the related taxes for grants of deferred stock units that vested, totaling [removed: 5,915] [added: 3,497] shares, [removed: 267] [added: 1,818] shares and [removed: 255] [added: 34] shares for the fiscal months of October, November and December [removed: 2023,] [added: 2024,] respectively.

| 2019 | | | | | | $ | 100.00 | | | | | $ | 100.00 | | | | | $ | 100.00 | |

| 2020 | | | | | | 108.58 | | | | | | 118.40 | | | | | | 109.42 | | |

| 2021 | | | | | | 125.82 | | | | | | 152.39 | | | | | | 125.09 | | |

| 2022 | | | | | | 129.50 | | | | | | 124.79 | | | | | | 123.92 | | |

| 2023 | | | | | | 143.96 | | | | | | 157.59 | | | | | | 121.46 | | |

| 2024 | | | | | | 121.94 | | | | | | 197.02 | | | | | | 123.32 | | |

| October 1-31, 2024 | | | | | | 3,497 | | | | | | $ | 79.25 | | | | | — | | | | | | $ | 3,266 | |

| November 1-30, 2024 | | | | | | 3,587,410 | | | | | | 64.43 | | | | | | 3,585,592 | | | | | | 3,035 | | |

| December 1-31, 2024 | | | | | | 15,935,293 | | | | | | 60.96 | | | | | | 15,935,259 | | | | | | 2,064 | | |

| For the Quarter Ended December 31, 2024 | | | | | | 19,526,200 | | | | | | $ | 61.60 | | | | | 19,520,851 | | | | | | | | |

During the year ended December 31, 2023, we repurchased approximately $1.6 billion of Common Stock pursuant to this authorization.

During the year ended December 31, 2024, we repurchased $2.4 billion.

On December 10, 2024, our Board of Directors authorized a new program for the repurchase of up to $9.0 billion of our Common Stock through December 31, 2027, excluding excise tax.

This authorization, effective January 1, 2025, replaced our prior share repurchase program.

| 2018 | | | | | | $ | 100.00 | | | | | $ | 100.00 | | | | | $ | 100.00 | |

| 2019 | | | | | | 140.42 | | | | | | 131.49 | | | | | | 126.82 | | |

| 2020 | | | | | | 152.48 | | | | | | 155.68 | | | | | | 138.77 | | |

| 2021 | | | | | | 176.68 | | | | | | 200.37 | | | | | | 158.64 | | |

| 2022 | | | | | | 181.84 | | | | | | 164.08 | | | | | | 157.16 | | |

| 2023 | | | | | | 202.16 | | | | | | 207.21 | | | | | | 154.04 | | |

| October 1-31, 2023 | | | | | | 5,915 | | | | | | $ | 69.00 | | | | | — | | | | | | $ | 5,341 | |

| November 1-30, 2023 | | | | | | 9,067,510 | | | | | | 69.71 | | | | | | 9,067,243 | | | | | | 4,709 | | |

| December 1-31, 2023 | | | | | | 3,890,796 | | | | | | 71.28 | | | | | | 3,890,541 | | | | | | 4,432 | | |

| For the Quarter Ended December 31, 2023 | | | | | | 12,964,221 | | | | | | $ | 70.18 | | | | | 12,957,784 | | | | | | | | |

Since the program inception on January 1, 2023 through December 31, 2023, we have repurchased $1.6 billion.

As of December 31, 2023, we had approximately $4.4 billion share repurchase authorization remaining.

| | | | 31 | | | [removed: ] [added: ] | | |

We have audited the accompanying consolidated balance sheets of Mondelēz International, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the related consolidated statements of earnings, comprehensive earnings, equity and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made [added: only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.]

| | | | [removed: 63] [added: 65] | | | [removed: ] [added: ] | | |

As described in Notes 1 and 6 to the consolidated financial statements, the Company’s consolidated indefinite-life intangible assets balance was [removed: $18.7] [added: $17.8] billion as of December 31, [removed: 2023,] [added: 2024,] which consists principally of brand names.

[removed: Professionals with] specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the Company’s valuation methods and (ii) the reasonableness of the royalty rate and discount rate significant assumptions.

[added: |] February [removed: 2,] [added: 21,] 2024 [added: (2) | | | — | | | | | | — | | | | | | 1,500 | | | | | | — | | |]

| | | | [removed: 64] [added: 66] | | | [removed: ] [added: ] | | |

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net revenues | | | $ | [removed: 36,016] [added: 36,441] | | | | | $ | [removed: 31,496] [added: 36,016] | | | | | $ | [removed: 28,720] [added: 31,496] | |

| Cost of sales | | | [removed: (22,252)] [added: (22,184)] | | | | | | [removed: (20,184)] [added: (22,252)] | | | | | | [removed: (17,466)] [added: (20,184)] | | |

| Gross profit | | | [removed: 13,764] [added: 14,257] | | | | | | [removed: 11,312] [added: 13,764] | | | | | | [removed: 11,254] [added: 11,312] | | |

| Selling, general and administrative expenses | | | [removed: (8,002)] [added: (7,439)] | | | | | | [removed: (7,384)] [added: (8,002)] | | | | | | [removed: (6,263)] [added: (7,384)] | | |

| Asset impairment and exit costs | | | [removed: (217)] [added: (324)] | | | | | | [removed: (262)] [added: (217)] | | | | | | [removed: (212)] [added: (262)] | | |

| Net gain on divestitures and acquisitions | | | [removed: 108] | | | | | | [removed: —] | | | | | | [removed: 8] | | | [added: | | | | | | | | | 108 | | |]

| Amortization of intangible assets | | | [removed: (151)] [added: (153)] | | | | | | [removed: (132)] [added: (151)] | | | | | | [removed: (134)] [added: (132)] | | |

| Operating income | | | [removed: 5,502] [added: 6,345] | | | | | | [removed: 3,534] [added: 5,502] | | | | | | [removed: 4,653] [added: 3,534] | | |

| Benefit plan non-service income | | | [removed: 82] [added: 96] | | | | | | [removed: 117] [added: 82] | | | | | | [removed: 163] [added: 117] | | |

| Interest and other expense, net | | | [removed: (310)] [added: (180)] | | | | | | [removed: (423)] [added: (310)] | | | | | | [removed: (447)] [added: (423)] | | |

| Gain on marketable securities | | | [removed: 606] [added: —] | | | | | | [removed: —] [added: 606] | | | | | | — | | |

| Earnings before income taxes | | | [removed: 5,880] [added: 6,261] | | | | | | [removed: 3,228] [added: 5,880] | | | | | | [removed: 4,369] [added: 3,228] | | |

| Income tax provision | | | [removed: (1,537)] [added: (1,469)] | | | | | | [removed: (865)] [added: (1,537)] | | | | | | [removed: (1,190)] [added: (865)] | | |

| [removed: Gain/(loss)] [added: (Loss)/gain] on equity method investment transactions | | | [removed: 465] [added: (337)] | | | | | | [removed: (22)] [added: 465] | | | | | | [removed: 742] [added: (22)] | | |

| Equity method investment net earnings | | | [removed: 160] [added: 168] | | | | | | [removed: 385] [added: 160] | | | | | | [removed: 393] [added: 385] | | |

| Net earnings | | | [removed: 4,968] [added: 4,623] | | | | | | [removed: 2,726] [added: 4,968] | | | | | | [removed: 4,314] [added: 2,726] | | |

| less: Noncontrolling interest earnings | | | [removed: (9)] [added: (12)] | | | | | | (9) | | | | | | [removed: (14)] [added: (9)] | | |

| Net earnings attributable to Mondelēz International | | | $ | [removed: 4,959] [added: 4,611] | | | | | $ | [removed: 2,717] [added: 4,959] | | | | | $ | [removed: 4,300] [added: 2,717] | |

| Basic earnings per share attributable to Mondelēz International | | | $ | [removed: 3.64] [added: 3.44] | | | | | $ | [removed: 1.97] [added: 3.64] | | | | | $ | [removed: 3.06] [added: 1.97] | |

| Diluted earnings per share attributable to Mondelēz International | | | $ | [removed: 3.62] [added: 3.42] | | | | | $ | [removed: 1.96] [added: 3.62] | | | | | $ | [removed: 3.04] [added: 1.96] | |

| | | | [removed: 65] [added: 67] | | | [removed: ] [added: ] | | |

| Net earnings | | | $ | [removed: 4,968] [added: 4,623] | | | | | $ | [removed: 2,726] [added: 4,968] | | | | | $ | [removed: 4,314] [added: 2,726] | |

| Currency translation adjustment | | | [removed: 229] [added: (1,453)] | | | | | | [removed: (725)] [added: 229] | | | | | | [removed: (458)] [added: (725)] | | |

| Pension and other benefit plans | | | [removed: (218)] [added: (79)] | | | | | | [removed: 274] [added: (218)] | | | | | | [removed: 495] [added: 274] | | |

| Derivative cash flow hedges | | | [removed: (15)] [added: (3)] | | | | | | [removed: 114] [added: (15)] | | | | | | [removed: 13] [added: 114] | | |

| Total other comprehensive earnings/(losses) | | | [removed: (4)] [added: (1,535)] | | | | | | [removed: (337)] [added: (4)] | | | | | | [removed: 50] [added: (337)] | | |

| Comprehensive earnings | | | [removed: 4,964] [added: 3,088] | | | | | | [removed: 2,389] [added: 4,964] | | | | | | [removed: 4,364] [added: 2,389] | | |

| less: Comprehensive earnings/(losses) attributable to noncontrolling interests | | | [removed: 4] [added: (2)] | | | | | | [removed: (5)] [added: (4)] | | | | | | [removed: (2)] [added: 5] | | |

| Comprehensive earnings attributable to Mondelēz International | | | $ | [removed: 4,960] [added: 3,086] | | | | | $ | [removed: 2,394] [added: 4,960] | | | | | $ | [removed: 4,366] [added: 2,394] | |

As described in the Report of Management on Internal Control Over Financial Reporting, management has excluded Evirth (Shanghai) Industrial Co., Ltd (“Evirth”) from its assessment of internal control over financial reporting as of December 31, 2024 because it was acquired by the Company in a purchase business combination during 2024.

We have also excluded Evirth from our audit of internal control over financial reporting.

Evirth is a majority-owned subsidiary whose total assets and total net revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 0.37% and 0.19%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

Professionals with

February 5, 2025

| Gain on acquisition and divestitures | | | 4 | | | | | | 108 | | | | | | — | | |

| | | | 2024 | | | | | | 2023 | | |

| Trade receivables, less allowance ($37 and $66, respectively) | | | 3,874 | | | | | | 3,634 | | |

| Other receivables, less allowance ($37 and $50, respectively) | | | 937 | | | | | | 878 | | |

| Net earnings | | | — | | | | | | — | | | | | | 4,611 | | | | | | — | | | | | | — | | | | | | 12 | | | | | | 4,623 | | |

| Balances at December 31, 2024 | | | $ | — | | | | | $ | 32,276 | | | | | $ | 36,476 | | | | | $ | (12,471) | | | | | $ | (29,349) | | | | | $ | 26 | | | | | $ | 26,958 | |

| Net earnings | | | $ | 4,623 | | | | | $ | 4,968 | | | | | $ | 2,726 | |

| Gain on acquisition and divestitures | | | (4) | | | | | | (108) | | | | | | — | | |

| Contingent consideration adjustments | | | (389) | | | | | | 125 | | | | | | 47 | | |

In the second quarter of 2024, we fully resumed production at both facilities after completing targeted repairs.

During the fourth quarter of 2024, primarily based on published estimates indicating three-year cumulative inflation rates exceeding 100% for Egypt and Nigeria, we concluded that both countries became highly inflationary economies for accounting purposes.

We began to apply highly inflationary accounting for our subsidiaries operating in Egypt and Nigeria and changed their functional currencies from the Egyptian Pound and Nigerian Naira, respectively, to the U.S. dollar during the fourth quarter of 2024.

Argentina, Türkiye, Egypt and Nigeria represent 1.5%, 0.7%, 0.4% and 0.2%, respectively, of our consolidated net revenues for the year ended December 31, 2024.

The share of our remeasurement gains/(losses) for the highly inflationary countries are summarized as follows (1):

| | | | Year Ended December 31, | | | | | | | | | | | | | | |

| Argentina | | | $ | (17) | | | | | $ | (79) | | | | | $ | (39) | |

| Türkiye | | | (15) | | | | | | (19) | | | | | | (1) | | |

(1)Remeasurement gains for Egypt and Nigeria were not material in 2024.

| Balance at December 31, 2024 | | | $ | (37) | | | | | $ | (37) | | | | | $ | (16) | |

The

*Cloud Computing Arrangements*

We capitalize certain implementation costs of cloud computing arrangements during the application-development stage, consistent with the capitalization criteria used for internal use software.

Capitalized costs are recorded to other assets on the consolidated balance sheets and within net cash provided by operating activities on the

consolidated statement of cash flows.

Capitalized cloud computing arrangement implementation costs are amortized using the straight-line method over the remaining term of the contract.

For DSUs granted on or after February 27, 2024, dividend equivalents accumulated over the vesting period are paid after vesting.

The roll-forward of our outstanding obligations confirmed as valid under our SCF program are as follows:

| | | | 2024 | | | | | |

| Confirmed obligations outstanding at the beginning of the year | | | $ | 2,387 | | | | |

| New invoices confirmed during the year | | | 10,378 | | | | | |

| Confirmed invoices paid during the year | | | (9,133) | | | | | |

| Currency | | | (123) | | | | | |

| Confirmed obligations outstanding at the end of the year | | | $ | 3,509 | | | | |

We adopted, with the exception of the roll-forward requirement in the first quarter of 2023 and the subsequent roll-forward requirement on a prospective basis in the fourth quarter of 2024.

In November 2024, the FASB issued an ASU which requires incremental disclosures in the notes to the financial statements to disaggregate certain income statement expense line items.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Trade receivables (net of allowances of $66 at December 31, 2023 and $45 at December 31, 2022) | | | 3,634 | | | | | | 3,088 | | |

| Other receivables (net of allowances of $50 at December 31, 2023 and $59 at December 31, 2022) | | | 878 | | | | | | 819 | | |

| Balances at January 1, 2021 | | | $ | — | | | | | $ | 32,070 | | | | | $ | 28,402 | | | | | $ | (10,690) | | | | | $ | (22,204) | | | | | $ | 76 | | | | | $ | 27,654 | |

| Net earnings | | | — | | | | | | — | | | | | | 4,300 | | | | | | — | | | | | | — | | | | | | 14 | | | | | | 4,314 | | |

| Loss on early extinguishment of debt | | | 1 | | | | | | 38 | | | | | | 110 | | |

We base our estimates on historical experience, expectations of future impacts and other assumptions that we believe are reasonable.

We continue to make targeted repairs on both our plants and have partially reopened and restarted limited production in both plants.

We also continue to support our Ukraine employees, including paying salaries to those not yet able to return to work until production returns.

Argentina and Türkiye represent 1.6% and 0.7% of our consolidated net revenues, with remeasurement losses of $79 million and $19 million in 2023, respectively.

We review for impairment

*Held for Sale*

Assets and liabilities to be disposed of by sale ("disposal groups") are reclassified into assets and liabilities held for sale on our consolidated balance sheets.

The reclassification occurs when all the held for sale criteria have been met, including when management having the requisite authority have committed to a plan to sell the assets within one year.

Disposal groups are measured at the lower of carrying value or fair value less costs to sell and are not depreciated or amortized.

The fair value of a disposal group, less any costs to sell, is assessed each reporting period it remains classified as held for sale and any remeasurement to the lower of carrying value or fair value less costs to sell is reported as an adjustment to the carrying value.

Deferred tax assets are reduced by a

We have confirmed with participating financial institutions that as of December 31, 2023, and December 31, 2022, $2.4 billion and $2.4 billion, respectively, of our accounts payable to suppliers that participate in the SCF programs are outstanding.

In October 2021, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) which requires companies to recognize and measure customer contract assets and contract liabilities acquired in a business combination as if the acquiring company originated the related revenue contracts.

Prior to adopting this ASU, acquired contract assets and liabilities were measured at fair value.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| Receivables | | | 86 | | |

| Inventory | | | 70 | | |

| Operating leases right-of-use assets | | | 23 | | |

| Definite-life intangible assets | | | 218 | | |

| Goodwill | | | 721 | | |

| Assets acquired | | | 1,624 | | |

| Current liabilities | | | 182 | | |

| Deferred tax liability | | | 75 | | |

| Total purchase price | | | 1,330 | | |

| less: cash received | | | (22) | | |

| Net Cash Paid | | | $ | 1,308 | |

Within identifiable intangible assets, we allocated $339 million to trade names, which have an indefinite life.

The fair value for the *Ricolino, Dulces Vero, LaCorona* and *Coronado* trade names were determined using the relief from royalty method, a form of the income approach, at the acquisition date.

The acquisition of Clif Bar includes a contingent consideration arrangement that may require us to pay additional consideration to the sellers for achieving certain revenue and earnings targets in 2025 and 2026 that exceed our base financial projections for the business implied in the upfront purchase price.

Management, together with our CEO and CFO, evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, [removed: 2023.][added: 2024.]

Based on this evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, [removed: 2023.][added: 2024.]

Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Based on this assessment, management concluded that the Company’s internal control over financial reporting is effective as of December 31, [removed: 2023,] [added: 2024,] based on the criteria in *Internal Control Integrated Framework* issued by the COSO.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] as stated in their report that appears under Item 8.

| | | | [removed: 122] [added: 120] | | | [removed: ] [added: ] | | |

Management, together with our CEO and CFO, evaluated the changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2023.][added: 2024.]

There were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2023,] [added: 2024,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The scope of Management’s assessment of internal control over financial reporting excludes Evirth as it was acquired in 2024.

The total assets and total net revenues of Evirth represent 0.37% and 0.19% of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

February 5, 2025

February 2, 2024

During the quarter ended December 31, [removed: 2023,] [added: 2024,] no such plans or other arrangements were adopted or terminated.

| | | | [removed: 123] [added: 121] | | | [removed: ] [added: ] | | |

Information required by this Item 10 is included under the heading “Information about our Executive Officers” in Part I, Item 1 of this Form 10-K, as well as under the headings “Election of Directors,” “Corporate Governance – Governance Guidelines,” “Corporate Governance – Codes of Conduct,” “Board Committees and Membership – Audit Committee” and “Ownership of Equity Securities – Delinquent Section 16(a) Reports” in our definitive Proxy Statement for our Annual Meeting of Shareholders scheduled to be held on May [removed: 22, 2024 (“2024] [added: 21, 2025 (“2025] Proxy Statement”).

All of this information from the [removed: 2024] [added: 2025] Proxy Statement is incorporated by reference into this Annual Report.

Mondelēz International has adopted a comprehensive insider trading policy governing the purchase, sale and other dispositions of its securities by directors, officers, employees, and other designated individuals, which is designed to promote compliance with all applicable insider trading laws, rules and regulations.

A copy of this policy is filed as Exhibit 19.1 to this Form 10-K.

Information required by this Item 11 is included under the headings “Board Committees and Membership – People and Compensation Committee,” “Compensation of Non-Employee Directors,” “Compensation Discussion and Analysis,” “Executive Compensation Tables,” “People and Compensation Committee Report for the Year Ended December 31, [removed: 2023”] [added: 2024”] and “CEO Pay Ratio” in our [removed: 2024] [added: 2025] Proxy Statement.

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, [removed: 2023] [added: 2024] were:

| Equity compensation plans approved by security holders | | | [removed: 23,231,286] [added: 21,015,743] | | | | | | [removed: $49.96] [added: $54.51] | | | | | | [removed: 41,500,000] [added: 50,900,000] | | |

Information related to the security ownership of certain beneficial owners and management is included in our [removed: 2024] [added: 2025] Proxy Statement under the heading “Ownership of Equity Securities” and is incorporated by reference into this Annual Report.

Information required by this Item 13 is included under the headings “Corporate Governance – Director Independence” and “Corporate Governance – Review of Transactions with Related Persons” in our [removed: 2024] [added: 2025] Proxy Statement.

Information required by this Item 14 is included under the heading “Board Committees and Membership – Audit Committee” in our [removed: 2024] [added: 2025] Proxy Statement.

| | | | [removed: 124] [added: 122] | | | [removed: ] [added: ] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i640facc1b2034fd6abdfa8eed815a087_88)] [added: Firm](#i77f03d285834400ba37d8d8124081b72_91)] (PCAOB ID 238) | | | [removed: [63](#i640facc1b2034fd6abdfa8eed815a087_88)] [added: [65](#i77f03d285834400ba37d8d8124081b72_91)] | | |

| [Consolidated Statements of Earnings for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#i640facc1b2034fd6abdfa8eed815a087_91)] [added: 2022](#i77f03d285834400ba37d8d8124081b72_94)] | | | [removed: [65](#i640facc1b2034fd6abdfa8eed815a087_91)] [added: [68](#i77f03d285834400ba37d8d8124081b72_94)] | | |

| [Consolidated Statements of Comprehensive Earnings for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#i640facc1b2034fd6abdfa8eed815a087_94)] [added: 2022](#i77f03d285834400ba37d8d8124081b72_97)] | | | [removed: [66](#i640facc1b2034fd6abdfa8eed815a087_94)] [added: [69](#i77f03d285834400ba37d8d8124081b72_97)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022](#i640facc1b2034fd6abdfa8eed815a087_97)] [added: 2023](#i77f03d285834400ba37d8d8124081b72_100)] | | | [removed: [67](#i640facc1b2034fd6abdfa8eed815a087_97)] [added: [70](#i77f03d285834400ba37d8d8124081b72_100)] | | |

| [Consolidated Statements of Equity for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#i640facc1b2034fd6abdfa8eed815a087_100)] [added: 2022](#i77f03d285834400ba37d8d8124081b72_103)] | | | [removed: [68](#i640facc1b2034fd6abdfa8eed815a087_100)] [added: [71](#i77f03d285834400ba37d8d8124081b72_103)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#i640facc1b2034fd6abdfa8eed815a087_103)] [added: 2022](#i77f03d285834400ba37d8d8124081b72_106)] | | | [removed: [69](#i640facc1b2034fd6abdfa8eed815a087_103)] [added: [72](#i77f03d285834400ba37d8d8124081b72_106)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i640facc1b2034fd6abdfa8eed815a087_106)] [added: Statements](#i77f03d285834400ba37d8d8124081b72_109)] | | | [removed: [70](#i640facc1b2034fd6abdfa8eed815a087_106)] [added: [73](#i77f03d285834400ba37d8d8124081b72_109)] | | |

| 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, [removed: 2012).](http://www.sec.gov/Archives/edgar/data/1103982/000119312512411522/d418430dex21.htm)] [added: 2012)](https://www.sec.gov/Archives/edgar/data/1103982/000119312512411522/d418430dex21.htm)[.](https://www.sec.gov/Archives/edgar/data/1103982/000119312512411522/d418430dex21.htm)] | | | | | | | | |

| 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, [removed: 2013).](http://www.sec.gov/Archives/edgar/data/1103982/000119312513073227/d456052dex23.htm)] [added: 2013)](https://www.sec.gov/Archives/edgar/data/1103982/000119312513073227/d456052dex23.htm)[.](https://www.sec.gov/Archives/edgar/data/1103982/000119312513073227/d456052dex23.htm)] | | | | | | | | |

| 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, [removed: 2012).](http://www.sec.gov/Archives/edgar/data/1103982/000119312512411522/d418430dex103.htm)] [added: 2012).](https://www.sec.gov/Archives/edgar/data/1103982/000119312512411522/d418430dex103.htm)] | | | | | | | | |

| 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, [removed: 2012).](http://www.sec.gov/Archives/edgar/data/1103982/000119312512411522/d418430dex104.htm)] [added: 2012).](https://www.sec.gov/Archives/edgar/data/1103982/000119312512411522/d418430dex104.htm)] | | | | | | | | |

| 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, [removed: 2013).](http://www.sec.gov/Archives/edgar/data/1103982/000119312513207666/d512925dex31.htm)] [added: 2013).](https://www.sec.gov/Archives/edgar/data/1103982/000119312513207666/d512925dex31.htm)] | | | | | | | | |

| 4.1 | | | | | | [Description of the Registrant's capital stock and debt securities registered under Section 12 of the Exchange [removed: Act](https://www.sec.gov/Archives/edgar/data/1103982/000110398223000006/ex41_123122.htm) [(incorporated] [added: Act (incorporated] by reference to Exhibit 4.1 to the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1103982/000110398223000006/ex41_123122.htm)[’](https://www.sec.gov/Archives/edgar/data/1103982/000110398223000006/ex41_123122.htm)[s] [added: Registrant’s] Annual Report on Form 10-K filed with the SEC on [removed: February](https://www.sec.gov/Archives/edgar/data/1103982/000110398223000006/ex41_123122.htm) [3](https://www.sec.gov/Archives/edgar/data/1103982/000110398223000006/ex41_123122.htm)[,] [added: February 3,] 2023)](https://www.sec.gov/Archives/edgar/data/1103982/000110398223000006/ex41_123122.htm). | | | | | | | | |

| 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, [removed: 2002).](http://www.sec.gov/Archives/edgar/data/1103982/000095013002002716/dex41.txt)] [added: 2002).](https://www.sec.gov/Archives/edgar/data/1103982/000095013002002716/dex41.txt)] | | | | | | | | |

| 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, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1103982/000119312517055858/d288385dex44.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/1103982/000119312517055858/d288385dex44.htm)] | | | | | | | | |

| 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, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1103982/000119312519038074/d706206dex42.htm)] [added: 2019)](https://www.sec.gov/Archives/edgar/data/1103982/000119312519038074/d706206dex42.htm).] | | | | | | | | |

| 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, [removed: 2020).](http://www.sec.gov/Archives/edgar/data/1103982/000119312520105325/d916110dex43.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1103982/000119312520105325/d916110dex43.htm)] | | | | | | | | |

| | | | 125 | | | [removed: ] [added: ] | | |

| 4.7 | | | | | | [Indenture, by and between [removed: Mondel](http://www.sec.gov/Archives/edgar/data/1103982/000119312516750814/d281401dex41.htm)[e](http://www.sec.gov/Archives/edgar/data/1103982/000119312516750814/d281401dex41.htm)[z] [added: Mondel](https://www.sec.gov/Archives/edgar/data/1103982/000119312516750814/d281401dex41.htm)[e](https://www.sec.gov/Archives/edgar/data/1103982/000119312516750814/d281401dex41.htm)[z] 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, [removed: 2016).](http://www.sec.gov/Archives/edgar/data/1103982/000119312516750814/d281401dex41.htm)] [added: 2016).](https://www.sec.gov/Archives/edgar/data/1103982/000119312516750814/d281401dex41.htm)] | | | | | | | | |

| 4.8 | | | | | | [First Supplemental Indenture, dated as of September 19, 2019, by and among [removed: Mondel](http://www.sec.gov/Archives/edgar/data/1103982/000119312519249830/d807102dex42.htm)[e](http://www.sec.gov/Archives/edgar/data/1103982/000119312519249830/d807102dex42.htm)[z] [added: Mondel](https://www.sec.gov/Archives/edgar/data/1103982/000119312519249830/d807102dex42.htm)[e](https://www.sec.gov/Archives/edgar/data/1103982/000119312519249830/d807102dex42.htm)[z] International Holdings Netherlands B.V., as issuer, Mondelēz International, Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 20, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1103982/000119312519249830/d807102dex42.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/1103982/000119312519249830/d807102dex42.htm)] | | | | | | | | |

| 4.9 | | | | | | [Second Supplemental Indenture, dated as of October 2, 2019, by and among Mondelez International Holdings Netherlands B.V., as issuer, Mondelēz International, Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 2, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1103982/000119312519260755/d804026dex42.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/1103982/000119312519260755/d804026dex42.htm)] | | | | | | | | |

| 4.10 | | | | | | [Third Supplemental Indenture, dated as of September 22, 2020, by and among Mondelez International Holdings Netherlands B.V., as issuer, Mondelēz International, Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 24, [removed: 2020).](http://www.sec.gov/Archives/edgar/data/1103982/000119312520253361/d69877dex42.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1103982/000119312520253361/d69877dex42.htm)] | | | | | | | | |

| 10.1 | | | | | | [364-Day Revolving Credit Agreement, dated February [removed: 22, 2023,] [added: 21, 2024,] by and among Mondelēz International, Inc., the lenders named therein and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February [removed: 22, 2023).](https://www.sec.gov/Archives/edgar/data/1103982/000119312523044916/d452529dex101.htm)] [added: 21, 2024)](https://www.sec.gov/Archives/edgar/data/1103982/000110398224000027/ex_101.htm).] | | | | | | | | |

| 10.4 | | | | | | [Tax Sharing and Indemnity Agreement, by and between the Registrant and Kraft Foods Group, Inc., dated as of September 27, 2012 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 1, [removed: 2012).](http://www.sec.gov/Archives/edgar/data/1103982/000119312512411522/d418430dex101.htm)] [added: 2012).](https://www.sec.gov/Archives/edgar/data/1103982/000119312512411522/d418430dex101.htm)] | | | | | | | | |

| [removed: 10.5] [added: 10.38] | | | | | | [removed: [Global Contribution Agreement by and among] [added: [International Permanent Transfer Letter, between] Mondelēz [removed: International Holdings, LLC, Acorn Holdings B.V., Charger Top HoldCo B.V.] [added: Global LLC] and [removed: Charger OpCo B.V., dated May 7, 2014] [added: Luca Zaramella, effective August 1, 2018] (incorporated by reference to Exhibit 10.1 to the Registrant’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q] [added: 8-K] filed with the SEC on August [removed: 8, 2014).](http://www.sec.gov/Archives/edgar/data/1103982/000119312514302145/d744588dex101.htm)*] [added: 7, 2018).](https://www.sec.gov/Archives/edgar/data/1103982/000119312518241085/d556751dex101.htm)+] | | | | | | | | |

| [removed: 10.7] [added: 10.40] | | | | | | [removed: [Investor Rights Agreement] [added: [Offer of Employment Letter,] between [removed: Acorn Holdings B.V., Mondelez Coffee HoldCo B.V.] [added: the Registrant] and [removed: JDE Peet’s B.V.,] [added: Gustavo Valle,] dated [removed: May 25,] [added: January 6,] 2020 (incorporated by reference to Exhibit [removed: 10.1] [added: 10.7] to the [removed: Registrant's Current] [added: Registrant’s Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed with the SEC on [removed: June 2, 2020).](http://www.sec.gov/Archives/edgar/data/1103982/000119312520157978/d830096dex101.htm)] [added: April 29, 2020).](https://www.sec.gov/Archives/edgar/data/1103982/000110398220000006/a33120ex107.htm)+] | | | | | | | | |

| | | | 126 | | | [removed: ] [added: ] | | |

| [removed: 10.9] [added: 10.39] | | | | | | [removed: [Mondelez International Holdings Netherlands B.V. Deed of Adherence to the Investor Rights Agreement, dated July 23, 2021, and Deed of Assignment of Rights Under the Investor Rights Agreement] [added: [Employment Letter,] between Mondelez [removed: Coffee HoldCo B.V.] [added: Europe] and [removed: Mondelez International Holdings Netherlands B.V.,] [added: Vinzenz P. Gruber,] dated [removed: July 23, 2021] [added: November 29, 2018] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.6] to the Registrant's Quarterly Report on Form 10-Q filed with the SEC on [removed: November 2, 2021).](https://www.sec.gov/Archives/edgar/data/1103982/000110398221000018/a93021ex101.htm)] [added: May 1, 2019).](https://www.sec.gov/Archives/edgar/data/1103982/000110398219000010/a33119ex106.htm)+] | | | | | | | | |

| [removed: 10.10] [added: 10.43] | | | | | | [removed: [Settlement Agreement,] [added: [Indemnification Agreement] between the Registrant and [removed: Kraft Foods Group, Inc.,] [added: Dirk Van de Put,] dated [removed: June 22, 2015] [added: November 20, 2017] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.37] to the Registrant’s [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] filed with the SEC on [removed: July 31, 2015).](http://www.sec.gov/Archives/edgar/data/1103982/000119312515272328/d940616dex102.htm)] [added: February 9, 2018).](https://www.sec.gov/Archives/edgar/data/1103982/000119312518037332/d466496dex1037.htm)+] | | | | | | | | |

| [removed: 10.11] [added: 10.5] | | | | | | [Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan, amended and restated as of February 3, 2017 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 3, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1103982/000119312517155252/d346910dex102.htm)+] [added: 2017).](https://www.sec.gov/Archives/edgar/data/1103982/000119312517155252/d346910dex102.htm)+] | | | | | | | | |

| [removed: 10.12] [added: 10.8] | | | | | | [removed: [2021] [added: [2022] Form of Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan Non-Qualified Global Stock Option Agreement (incorporated by reference to Exhibit [removed: 10.2] [added: 10.4] to the [removed: Registrant's] [added: Registrant’s] Quarterly Report on Form 10-Q filed with the SEC on April [removed: 28, 2021).](https://www.sec.gov/Archives/edgar/data/1103982/000110398221000008/a33121ex102.htm)+] [added: 26, 2022).](https://www.sec.gov/Archives/edgar/data/1103982/000110398222000007/ex104_33122.htm)+] | | | | | | | | |

| 10.13 | | | | | | [2022 Form of Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan [removed: Non-Qualified] Global [removed: Stock Option] [added: Long-Term Incentive Grant] Agreement (incorporated by reference to Exhibit [removed: 10.4] [added: 10.5] to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 26, [removed: 2022).](https://www.sec.gov/Archives/edgar/data/1103982/000110398222000007/ex104_33122.htm)+] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1103982/000110398222000007/ex105_33122.htm)+] | | | | | | | | |

| [removed: 10.14] [added: 10.9] | | | | | | [2023 Form of Amended and Restated 2005 Performance Incentive Plan Non-Qualified Global Stock Options [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1103982/000110398223000018/ex102_33123.htm) [(incorporated] [added: Agreement (incorporated] by reference to Exhibit 10.2 to the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1103982/000110398223000018/ex102_33123.htm)[’](https://www.sec.gov/Archives/edgar/data/1103982/000110398223000018/ex102_33123.htm)[s] [added: Registrant’s] Quarterly [removed: Repo](https://www.sec.gov/Archives/edgar/data/1103982/000110398223000018/ex102_33123.htm)[rt](https://www.sec.gov/Archives/edgar/data/1103982/000110398223000018/ex102_33123.htm) [on] [added: Report on] Form 10-Q filed with the SEC on [removed: April](https://www.sec.gov/Archives/edgar/data/1103982/000110398223000018/ex102_33123.htm) [27](https://www.sec.gov/Archives/edgar/data/1103982/000110398223000018/ex102_33123.htm)[,] [added: April 27,] 2023).](https://www.sec.gov/Archives/edgar/data/1103982/000110398223000018/ex102_33123.htm)+ | | | | | | | | |

| 10.15 | | | | | | [removed: [2021] [added: [2](https://www.sec.gov/Archives/edgar/data/1103982/000110398224000055/ex103_33124.htm)[024] Form of Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan Global Long-Term Incentive Grant [removed: Agreement (incorporated] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1103982/000110398224000055/ex103_33124.htm) [](https://www.sec.gov/Archives/edgar/data/1103982/000110398224000055/ex103_33124.htm)[(incorporated] by reference to Exhibit [removed: 10.3 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/1103982/000110398224000055/ex103_33124.htm)[3](https://www.sec.gov/Archives/edgar/data/1103982/000110398224000055/ex103_33124.htm) [to] the [removed: Registrant's] [added: Registrant’s] Quarterly Report on Form 10-Q filed with the SEC on April [removed: 28, 2021).](https://www.sec.gov/Archives/edgar/data/1103982/000110398221000008/a33121ex103.htm)+] [added: 30, 2024](https://www.sec.gov/Archives/edgar/data/1103982/000110398224000055/ex103_33124.htm).+] | | | | | | | | |

| [removed: 10.16] [added: 10.18] | | | | | | [2022 Form of Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan Global [removed: Long-Term Incentive Grant] [added: Deferred Stock Unit] Agreement (incorporated by reference to Exhibit [removed: 10.5] [added: 10.6] to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 26, [removed: 2022).](https://www.sec.gov/Archives/edgar/data/1103982/000110398222000007/ex105_33122.htm)+] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1103982/000110398222000007/ex106_33122.htm)+] | | | | | | | | |

| [removed: 10.17] [added: 10.14] | | | | | | [2023 Form of Amended and Restated 2005 Performance Incentive Plan Global Long-Term Incentive Grant [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1103982/000110398223000018/ex103_33123.htm) [](https://www.sec.gov/Archives/edgar/data/1103982/000110398223000018/ex103_33123.htm)[(incorporated] [added: Agreement (incorporated] by [removed: ref](https://www.sec.gov/Archives/edgar/data/1103982/000110398223000018/ex103_33123.htm)[erence] [added: reference] to Exhibit [removed: 10](https://www.sec.gov/Archives/edgar/data/1103982/000110398223000018/ex103_33123.htm)[.](https://www.sec.gov/Archives/edgar/data/1103982/000110398223000018/ex103_33123.htm)[3](https://www.sec.gov/Archives/edgar/data/1103982/000110398223000018/ex103_33123.htm) [to] [added: 10.3 to] the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on [removed: April](https://www.sec.gov/Archives/edgar/data/1103982/000110398223000018/ex103_33123.htm) [27](https://www.sec.gov/Archives/edgar/data/1103982/000110398223000018/ex103_33123.htm)[,] [added: April 27,] 2023).](https://www.sec.gov/Archives/edgar/data/1103982/000110398223000018/ex103_33123.htm)+ | | | | | | | | |

| [removed: 10.18] [added: 10.20] | | | | | | [removed: [2021] [added: [2024] Form of Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan Global Deferred Stock Unit [removed: Agreement (incorporated] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1103982/000110398224000055/ex104_33124.htm) [](https://www.sec.gov/Archives/edgar/data/1103982/000110398224000055/ex104_33124.htm)[(incorporated] by reference to Exhibit [removed: 10.4 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/1103982/000110398224000055/ex104_33124.htm)[4](https://www.sec.gov/Archives/edgar/data/1103982/000110398224000055/ex104_33124.htm) [to] the [removed: Registrant's] [added: Registrant’s] Quarterly Report on Form 10-Q filed with the SEC on April [removed: 28, 2021).](https://www.sec.gov/Archives/edgar/data/1103982/000110398221000008/a33121ex104.htm)+] [added: 30, 2024](https://www.sec.gov/Archives/edgar/data/1103982/000110398224000055/ex104_33124.htm)[.](https://www.sec.gov/Archives/edgar/data/1103982/000110398224000055/ex104_33124.htm)+] | | | | | | | | |