A Dark Vector Cognition product

Item 8. Financial Statements and Supplementary Data.

231K characters. Original on sec.gov · Markdown

Item 8. Financial Statements and Supplementary Data.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Mondelēz International, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Mondelēz International, Inc. and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of earnings, of comprehensive earnings, of equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the Report of Management on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made

58mdlz-10k-footer-02.jpg

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

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Indefinite-Life Intangible Assets Annual Quantitative Impairment Assessments for Certain Brand Names

As described in Notes 1 and 6 to the consolidated financial statements, the Company’s consolidated indefinite-life intangible assets balance was $18.6 billion as of December 31, 2025, of which a portion relates to certain brand names. Management tests indefinite-life intangible assets for impairment on an annual basis on July 1 or whenever events or changes in circumstances indicate that the fair value of the indefinite-life intangible asset is more likely than not below its carrying value. Management uses several accepted valuation methods, including relief from royalty, excess earnings and excess margin, that utilize estimates of future sales, earnings growth rates, royalty rates and discount rates to estimate fair value.

The principal considerations for our determination that performing procedures relating to the indefinite-life intangible assets annual quantitative impairment assessments for certain brand names is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the indefinite-life intangible assets using the relief from royalty method for certain brand names; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating certain of management’s significant assumptions used in the relief from royalty method related to estimates of future sales, earnings growth rates, royalty rates, and discount rates for certain brand names; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the indefinite-life intangible assets impairment assessments, including controls over the annual valuation of certain brand names using the relief from royalty method. These procedures also included, among others, for certain brand names (i) testing management’s process for developing the fair value estimate of the indefinite-life intangible assets using the relief from royalty method; (ii) evaluating the appropriateness of the relief from royalty method; (iii) testing the completeness and accuracy of underlying data used in the relief from royalty method; and (iv) evaluating the reasonableness of certain of the significant assumptions used by management in the relief from royalty method related to estimates of future sales, earnings growth rates, royalty rates, and discount rates. Evaluating management’s significant assumptions related to estimates of future sales and earnings growth rates involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the certain brand names; (ii) the consistency with external market and industry data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the relief from royalty method and (ii) the reasonableness of the royalty rate and discount rate significant assumptions.

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois

February 4, 2026

We have served as the Company’s auditor since 2001.

59mdlz-10k-footer-02.jpg

Mondelēz International, Inc. and Subsidiaries

Consolidated Statements of Earnings

For the Years Ended December 31

(in millions of U.S. dollars, except per share data)

202520242023
Net revenues$38,537$36,441$36,016
Cost of sales(27,602)(22,184)(22,252)
Gross profit10,93514,25713,764
Selling, general and administrative expenses(7,173)(7,439)(8,002)
Asset impairments and exit costs(85)(324)(217)
Gain on divestitures and acquisition134108
Amortization of intangible assets(142)(153)(151)
Operating income3,5486,3455,502
Benefit plan non-service (expense)/income(252)9682
Interest and other expense, net(282)(180)(310)
Gain on marketable securities——606
Earnings before income taxes3,0146,2615,880
Income tax provision(782)(1,469)(1,537)
Gain/(loss) on equity method investment transactions169(337)465
Equity method investment net earnings65168160
Net earnings2,4664,6234,968
less: Noncontrolling interest earnings(15)(12)(9)
Net earnings attributable to Mondelēz International$2,451$4,611$4,959
Per share data:
Basic earnings per share attributable to Mondelēz International$1.89$3.44$3.64
Diluted earnings per share attributable to Mondelēz International$1.89$3.42$3.62

See accompanying notes to the consolidated financial statements.

60mdlz-10k-footer-02.jpg

Mondelēz International, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Earnings

For the Years Ended December 31

(in millions of U.S. dollars)

202520242023
Net earnings$2,466$4,623$4,968
Other comprehensive earnings/(losses), net of tax:
Currency translation adjustment861(1,453)229
Pension and other benefit plans267(79)(218)
Derivative cash flow hedges3(3)(15)
Total other comprehensive earnings/(losses)1,131(1,535)(4)
Comprehensive earnings3,5973,0884,964
less: Comprehensive earnings attributable to noncontrolling interests(39)(2)(4)
Comprehensive earnings attributable to Mondelēz International$3,558$3,086$4,960

See accompanying notes to the consolidated financial statements.

61mdlz-10k-footer-02.jpg

Mondelēz International, Inc. and Subsidiaries

Consolidated Balance Sheets, as of December 31

(in millions of U.S. dollars, except share data)

20252024
ASSETS
Cash and cash equivalents$2,125$1,351
Trade receivables, less allowance ($35 and $37, respectively)3,9033,874
Other receivables, less allowance ($35 and $37, respectively)955937
Inventories4,4193,827
Other current assets1,5493,253
Total current assets12,95113,242
Property, plant and equipment, net10,6679,481
Operating lease right-of-use assets731767
Goodwill24,33623,017
Intangible assets, net19,62818,848
Prepaid pension assets1,220987
Deferred income taxes336333
Equity method investments667635
Other assets9511,187
TOTAL ASSETS$71,487$68,497
LIABILITIES
Short-term borrowings$2,688$71
Current portion of long-term debt1,2952,014
Accounts payable10,1399,433
Accrued marketing2,7872,558
Accrued employment costs1,000928
Other current liabilities3,9554,545
Total current liabilities21,86419,549
Long-term debt17,22215,664
Long-term operating lease liabilities599623
Deferred income taxes3,5303,425
Accrued pension costs422391
Accrued postretirement health care costs7498
Other liabilities1,8851,789
TOTAL LIABILITIES45,59641,539
Commitments and Contingencies (Note 11)
EQUITY
Common Stock, no par value (5,000,000,000 shares authorized, 1,996,537,778 shares issued)——
Additional paid-in capital32,32232,276
Retained earnings36,41336,476
Accumulated other comprehensive losses(11,364)(12,471)
Treasury stock, at cost (714,961,364 and 678,708,640 shares, respectively)(31,533)(29,349)
Total Mondelēz International Shareholders’ Equity25,83826,932
Noncontrolling interest5326
TOTAL EQUITY25,89126,958
TOTAL LIABILITIES AND EQUITY$71,487$68,497

See accompanying notes to the consolidated financial statements.

62mdlz-10k-footer-02.jpg

Mondelēz International, Inc. and Subsidiaries

Consolidated Statements of Equity

(in millions of U.S. dollars, except per share data)

Mondelēz International Shareholders’ Equity
Common StockAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive LossesTreasury StockNon-controlling InterestTotal Equity
Balances at January 1, 2023$—$32,143$31,481$(10,947)$(25,794)$37$26,920
Comprehensive earnings/(losses):
Net earnings——4,959——94,968
Other comprehensive earnings/ (losses), net of income taxes———1—(5)(4)
Exercise of stock options and issuance of other stock awards—73(6)—199—266
Common Stock repurchased————(1,579)—(1,579)
Cash dividends declared ($1.620 per share)——(2,209)———(2,209)
Dividends paid on noncontrolling interest and other activities——11——(7)4
Balances at December 31, 2023$—$32,216$34,236$(10,946)$(27,174)$34$28,366
Comprehensive earnings/(losses):
Net earnings——4,611——124,623
Other comprehensive earnings/ (losses), net of income taxes———(1,525)—(10)(1,535)
Exercise of stock options and issuance of other stock awards—605—213—278
Common Stock repurchased————(2,388)—(2,388)
Cash dividends declared ($1.790 per share)——(2,397)———(2,397)
Dividends paid on noncontrolling interest and other activities——21——(10)11
Balances at December 31, 2024$—$32,276$36,476$(12,471)$(29,349)$26$26,958
Comprehensive earnings/(losses):
Net earnings——2,451——152,466
Other comprehensive earnings/ (losses), net of income taxes———1,107—241,131
Exercise of stock options and issuance of other stock awards—46(4)—135—177
Common Stock repurchased————(2,319)—(2,319)
Cash dividends declared ($1.940 per share)——(2,510)———(2,510)
Dividends paid on noncontrolling interest and other activities—————(12)(12)
Balances at December 31, 2025$—$32,322$36,413$(11,364)$(31,533)$53$25,891

See accompanying notes to the consolidated financial statements.

63mdlz-10k-footer-02.jpg

Mondelēz International, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

For the Years Ended December 31

(in millions of U.S. dollars)

202520242023
CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES
Net earnings$2,466$4,623$4,968
Adjustments to reconcile net earnings to operating cash flows:
Depreciation and amortization1,3581,3021,215
Stock-based compensation expense114147146
Deferred income tax provision/(benefit)16257(37)
Asset impairments and accelerated depreciation85267128
Gain on divestitures and acquisition(13)(4)(108)
Loss/(gain) on equity method investment transactions—337(465)
Equity method investment net earnings(65)(175)(160)
Distributions from equity method investments45115137
Unrealized loss/(gain) on derivative contracts1,379(627)(171)
Gain on marketable securities——(593)
Contingent consideration adjustments(34)(389)125
Other non-cash items, net1372638
Changes in assets and liabilities, net of acquisitions and divestitures:
Receivables, net433(519)(628)
Inventories, net(253)(458)(193)
Accounts payable(145)1,682264
Other current assets(225)(591)(120)
Other current liabilities(1,026)(932)354
Change in pension and postretirement assets and liabilities, net242(151)(186)
Net cash provided by operating activities4,5144,9104,714
CASH PROVIDED BY/(USED IN) INVESTING ACTIVITIES
Capital expenditures(1,279)(1,387)(1,112)
Acquisitions, net of cash received(15)(240)19
Proceeds from divestitures including equity method and marketable security investments1272,2944,099
Proceeds from derivative settlements54320177
Payments for derivative settlements(165)(199)(81)
Proceeds from/(contributions to) investments73(278)(309)
Proceeds from sale of property, plant and equipment and other91619
Net cash (used in)/provided by investing activities(1,196)5262,812
CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES
Issuances of commercial paper, maturities greater than 90 days——67
Repayments of commercial paper, maturities greater than 90 days——(67)
Net issuances/(repayment) of short-term borrowings2,609(343)(1,869)
Long-term debt proceeds1,5941,671277
Long-term debt repayments(2,077)(2,554)(2,432)
Repurchases of Common Stock(2,385)(2,334)(1,547)
Dividends paid(2,487)(2,349)(2,160)
Other(13)129173
Net cash used in financing activities(2,759)(5,780)(7,558)
Effect of exchange rate changes on cash, cash equivalents and restricted cash236(140)(32)
Cash, cash equivalents and restricted cash:
Increase795(484)(64)
Balance at beginning of period1,4001,8841,948
Balance at end of period$2,195$1,400$1,884
Cash paid:
Interest$570$554$568
Income taxes$1,074$1,474$1,607

See accompanying notes to the consolidated financial statements.

64mdlz-10k-footer-02.jpg

Mondelēz International, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies

Description of Business

Mondelēz International, Inc. was incorporated in 2000 in the Commonwealth of Virginia. Mondelēz International, Inc., through its subsidiaries (collectively “Mondelēz International,” “we,” “us” and “our”), sells food and beverage products in over 150 countries.

Principles of Consolidation

The consolidated financial statements include Mondelēz International, Inc. as well as our wholly owned and majority owned subsidiaries, except our Venezuelan subsidiaries that were deconsolidated in 2015. All intercompany transactions are eliminated. The noncontrolling interest represents the noncontrolling investors’ interests in the results of subsidiaries that we control and consolidate. We account for investments in common stock or in-substance common stock over which we exercise significant influence under the equity method of accounting.

Additionally, we also consider for consolidation, entities where we may have controlling financial interests that do not involve ownership interests, voting rights or significant financial support. Such an entity, is known as a variable interest entity (“VIE”) and is required to be consolidated by its primary beneficiary. We hold a variable interest in a VIE due to an exclusive supply arrangement. We are not the primary beneficiary as we do not have the power to direct the activities of the VIE that most significantly impact its economic performance.

Use of Estimates

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which require us to make estimates and assumptions that affect a number of amounts in our consolidated financial statements. Significant estimates include valuation assumptions of goodwill and intangible assets, useful lives of long-lived assets, restructuring program liabilities, contingent consideration, marketing program accruals, insurance and self-insurance reserves, pension and benefit plan assumptions and income taxes. We base our estimates on historical experience, expectations of future impacts and other assumptions that we believe are reasonable. Given the uncertainty of the global economic environment, our estimates could be significantly different than future performance. If actual amounts differ from estimates, we include the updates in our consolidated results of operations in the period the actual amounts become known.

Currency Translation and Highly Inflationary Accounting

We translate the results of operations of our subsidiaries from their respective functional currencies into our U.S. dollar reporting currency using average exchange rates during each period and we translate balance sheet accounts using exchange rates at the end of each period. We record currency translation adjustments within equity as a component of other comprehensive earnings/(losses). Currency transaction gains and losses from the remeasurement of monetary assets and liabilities denominated in a currency other than the subsidiary’s functional currency are recorded in earnings.

Highly inflationary accounting is triggered when an economy’s three-year cumulative inflation rate exceeds 100%. It requires our U.S. dollar reporting currency to be considered the functional currency of our subsidiaries in highly inflationary economies. Monetary assets and liabilities of subsidiaries in highly inflationary economies that are denominated in local currency must be remeasured into the U.S. dollar each period, with currency remeasurement gains or losses recorded in earnings.

During the fourth quarter of 2024, primarily based on published estimates indicating three-year cumulative inflation rates exceeding 100% for Egypt and Nigeria, we concluded that both countries became highly inflationary economies for accounting purposes. We began to apply highly inflationary accounting for our subsidiaries operating in Egypt and Nigeria and changed their functional currencies from the Egyptian pound and Nigerian naira, respectively, to the U.S. dollar during the fourth quarter of 2024.

As of December 31, 2025, our consolidated entities in Argentina, Türkiye, Egypt and Nigeria are operating in highly inflationary economies and represent 1.3%, 0.7%, 0.5% and 0.3%, respectively, of our consolidated net revenues for the year ended December 31, 2025. Given the continued volatility of these currencies, impacts to our financial statements in future periods could be significantly different from historical levels.

65mdlz-10k-footer-02.jpg

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

Year Ended December 31,
202520242023
(in millions)
Argentina$(9)$(17)$(79)
Türkiye(20)(15)(19)
Total losses$(29)$(32)$(98)

(1)Remeasurement gains/(losses) for Egypt and Nigeria were not material in 2025 and 2024.

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents include demand deposits with financial institutions and all highly liquid investments with original maturities of three months or less. Restricted cash primarily includes cash held on behalf of financial institutions in accordance with accounts receivable factoring arrangements and letters of credit arrangements with legally restricted cash collateral provisions. Restricted cash is recorded within other current assets and was $70 million as of December 31, 2025 and $49 million as of December 31, 2024. Total cash, cash equivalents and restricted cash was $2,195 million as of December 31, 2025 and $1,400 million as of December 31, 2024.

Allowances for Credit Losses

Allowances for credit losses are recorded against our receivables. They are developed at a country and region level based on historical collection experience from receivables with similar risk characteristics, the current financial condition of specific customers and the forecasted economic conditions in countries where the related customers are located, using various factors such as bond default rates and consumption indexes. We write off receivables against the allowance for credit losses once it is determined that the receivables are no longer collectible and as allowed by local laws.

Changes in allowances for credit losses consisted of:

Allowance for Trade ReceivablesAllowance for Other Current ReceivablesAllowance for Long-Term Receivables
(in millions)
Balance at January 1, 2024$(66)$(50)$(15)
Net recovery/(provision) for expected credit losses149(2)
Write-offs charged against the allowance315
Currency123(4)
Balance at December 31, 2024(37)(37)(16)
Recovery for expected credit losses—6—
Write-offs charged against the allowance421
Currency(2)(6)(3)
Balance at December 31, 2025$(35)$(35)$(18)

Transfers of Financial Assets

We account for transfers of financial assets, such as uncommitted revolving non-recourse accounts receivable factoring arrangements, when we have surrendered control over the related assets. We use receivable factoring arrangements periodically when circumstances are favorable to manage liquidity. We have nonrecourse factoring arrangements in which we sell eligible trade receivables primarily to financial institutions in exchange for cash. We may continue to collect the receivables sold, acting solely as a collecting agent on behalf of the financial institutions. The outstanding principal amount of receivables under these arrangements was $674 million as of December 31, 2025, $159 million as of December 31, 2024 and $262 million as of December 31, 2023. The incremental costs of factoring receivables under these arrangements were recorded in selling, general and administrative expenses in the consolidated statements of earnings and were not material for all periods presented. The proceeds from the sales of receivables are included in cash from operating activities in the consolidated statements of cash flows.

66mdlz-10k-footer-02.jpg

Inventories

We record our inventory using the average cost method and make adjustments for excess and obsolete inventory.

Long-Lived Assets

Property, plant and equipment are stated at historical cost and depreciated by the straight-line method over the estimated useful lives of the assets, with the expense recorded in cost of sales or selling, general and administrative expenses depending on the nature of the assets. Machinery and equipment are depreciated over periods ranging from 3 to 20 years and buildings and building improvements over periods up to 40 years. Changes in depreciation, generally accelerated depreciation, are determined and recorded when estimates of the remaining useful lives or residual values of long-term assets change. Definite-life intangible assets are amortized by the straight-line method over their estimated useful lives.

We review long-lived assets for impairment when conditions exist that indicate the carrying amount of the assets may not be fully recoverable. In those circumstances, we group assets and liabilities at the lowest level such that the identifiable cash flows relating to the group are largely independent of the cash flows of other assets and liabilities. The carrying values of the assets or asset groups are compared with the related estimated undiscounted future cash flows to determine if an impairment exists. If the asset or asset group is impaired, the related impairment charge is measured as the amount by which the carrying value of the asset (or asset group) exceeds its fair value.

Leases

We determine whether a contract is or contains a lease at contract inception. We classify our leases as operating or finance leases at the lease commencement date. Finance leases are generally those leases for which we will pay substantially all of the underlying asset’s fair value or will use the asset for all or a major part of its economic life, including circumstances in which we will ultimately own the asset. All other leases are classified as operating leases. For finance leases, we recognize interest expense using the effective interest method and we recognize amortization expense on the right-of-use (“ROU”) asset over the shorter of the lease term or the useful life of the leased asset. For operating leases, we recognize lease cost on a straight-line basis over the term of the lease. Variable lease payments, which are primarily comprised of product costs, insurance and tax payments based on usage or output, are recognized when the related expense is incurred.

Lease liabilities are recognized at lease commencement date based on the present value of minimum lease payments over the lease term. As the implicit interest rate in the lease is not readily determinable, we use our country-specific incremental borrowing rate to discount the lease liabilities. ROU assets are recognized at the lease commencement date at the value of the lease liability, adjusted for any prepayments, lease incentives received and initial direct costs incurred. For short-term operating leases with terms of 12 months or less, we do not recognize ROU assets and lease liabilities.

Our leases may include options to extend or terminate the lease, which are included in the lease term when it is reasonably certain that we will exercise that option. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Many of our leases contain non-lease components (e.g., product costs, common-area or other maintenance costs) that relate to the lease components of the agreement. We account for lease and non-lease components as a single lease component.

Operating lease cost and amortization expense on finance lease ROU assets are recorded in cost of sales or selling, general and administrative expenses depending on the nature of the leased item. Interest expense on finance leases is recorded in interest and other expense, net.

Internal Use Software Costs

We capitalize certain computer software and software development costs incurred in connection with developing or obtaining computer software for internal use. Capitalized software costs are included in property, plant and equipment and amortized on a straight-line basis over the estimated useful lives of the software, which do not exceed seven years.

Cloud Computing Arrangements

We capitalize certain implementation costs of cloud computing arrangements during the application-development stage, consistent with the capitalization criteria used for internal use software. Capitalized costs are recorded within other assets on the consolidated balance sheets and within net cash provided by operating activities on the consolidated statement of cash flows. Capitalized cloud computing arrangement implementation costs are amortized using the straight-line method over the remaining term of the contract.

67mdlz-10k-footer-02.jpg

Business Combinations

The assets acquired and liabilities assumed upon the acquisition or consolidation of a business are recorded at fair value (or other measurement attribute required by U.S. GAAP), with the residual purchase price recognized as goodwill. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to assets acquired and liabilities assumed with the corresponding offset to goodwill. The results of operations of an acquired business are included in our operating results from the date of acquisition.

Further, certain of our acquisitions may include earn-out provisions or other forms of contingent consideration. As of the acquisition date, we record contingent consideration arrangements at their estimated fair values. Contingent consideration arrangements are subsequently remeasured to fair value each reporting period, with changes in fair value recognized in earnings.

Legal costs, due diligence costs, business valuation costs and all other business acquisition costs are expensed as incurred.

Goodwill and Indefinite-Life Intangible Assets

We test goodwill and indefinite-life intangible assets for impairment on an annual basis on July 1 or whenever events or changes in circumstances indicate that the fair value of the reporting unit or indefinite-life intangible asset is more likely than not below its carrying value.

We have the option to assess goodwill for impairment by initially performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying value, then the quantitative goodwill impairment test is not required to be performed. If we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying value, or if we elect not to perform an initial qualitative assessment, we perform a quantitative goodwill impairment test by comparing the estimated fair value of the reporting unit to its carrying value. When quantitative testing is performed, we estimate reporting unit fair values using a discounted cash flow method that incorporates earnings forecasts, market-based discount rates and terminal growth rates. If the carrying value of the reporting unit exceeds its estimated fair value, an impairment charge is recorded for the amount by which its carrying value, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit.

We have the option to assess our indefinite-life intangible assets (primarily brand intangible assets) by initially performing qualitative assessments to determine whether it is more likely than not that the fair values of the indefinite-life intangible assets are less than their carrying values. If we determine that it is more likely than not that an indefinite-life intangible asset is impaired, or if we elect not to perform an initial qualitative assessment, we perform a quantitative impairment test by comparing the estimated fair value of the indefinite-life intangible asset to its carrying value. For indefinite-life intangible assets for which quantitative impairment testing is performed, we use several accepted valuation methods, including relief from royalty, excess earnings and excess margin, that utilize estimates of future sales, earnings growth rates, royalty rates and discount rates to estimate fair value. If the carrying value of the asset exceeds its fair value, we consider the asset impaired and reduce its carrying value to the estimated fair value.

Equity Method Investments

Equity method investments consist of our investments in entities in which we maintain an investment in common stock or in-substance common stock and have the ability to exert significant influence over the operating and financial policies of the investee. Revenue and expenses of our equity method investees are not consolidated into our financial statements; rather, our proportionate share of the earnings of each investee is reflected as equity method investment net earnings. The carrying values of our equity method investments are also impacted by our proportionate share of items impacting the investee's accumulated other comprehensive income or losses and other items, such as our share of investee dividends.

Insurance and Self-Insurance

We use a combination of insurance and self-insurance for a number of risks, including workers’ compensation, general liability, automobile liability, product liability and our obligation for employee healthcare benefits. We estimate the liabilities associated with these risks on an undiscounted basis by evaluating and making judgments about historical claims experience and other actuarial assumptions and the estimated impact on future results.

68mdlz-10k-footer-02.jpg

Revenue Recognition

We recognize revenue when control over the products transfers to our customers, which generally occurs upon delivery or shipment of the products. We account for product shipping, handling and insurance as fulfillment activities with revenues for these activities recorded within net revenue and costs recorded within cost of sales. Any taxes collected on behalf of government authorities are excluded from net revenues.

Revenues are recorded net of trade and sales incentives and estimated product returns. Known or expected pricing or revenue adjustments, such as trade discounts, rebates or returns, are estimated at the time of sale. We base these estimates of expected amounts principally on historical utilization and redemption rates. Estimates that affect revenue, such as trade incentives and product returns, are monitored and adjusted each period until the incentives or product returns are realized.

Key sales terms, such as pricing and quantities ordered, are established on a frequent basis such that most customer arrangements and related incentives have a one year or shorter duration. As such, we do not capitalize contract acquisition costs. Deferred revenues are not material and primarily include customer advance payments typically collected a few days before product delivery, at which time deferred revenues are reclassified and recorded as net revenues. We generally do not receive non-cash consideration for the sale of goods nor do we grant payment financing terms greater than one year.

Marketing, Advertising and Research and Development

We promote our products with marketing and advertising programs. These programs include, but are not limited to, cooperative advertising, in-store displays and consumer marketing promotions. For interim reporting purposes, advertising, consumer promotion and marketing research expenses are charged to operations as a percentage of volume, based on estimated sales volume and estimated program spending. We do not defer costs on our year-end consolidated balance sheets and all marketing and advertising costs are recorded as an expense in the year incurred. Advertising expense was $1,655 million in 2025, $2,112 million in 2024 and $2,057 million in 2023. We expense product research and development costs as incurred. Research and development expense was $400 million in both 2025 and 2024, and $380 million in 2023. We record marketing and advertising as well as research and development expenses within selling, general and administrative expenses.

Stock-based Compensation

We maintain a share-based compensation plan, which authorizes the granting of various equity-based incentives, including stock options (including stock appreciation rights), deferred stock units (DSUs) and performance share units (PSUs). Stock compensation expense is amortized to expense over the vesting period, generally three years.

Stock options are granted with an exercise price equal to the closing market price of our Common Stock on the grant date. Substantially all of the options become exercisable in three annual installments beginning a year from the grant date and generally expire 10 years from the grant date. We use the Black-Scholes Model to measure the fair value of stock options granted to employees. The expected life of the options represents the period of time the options are expected to be outstanding and is based on historical trends. Expected stock price volatility is based on the implied and historical volatility of the Company’s stock. The expected dividend yield is based on the Company’s most recent annual dividend rate. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant with a term equal to the expected life.

DSUs are typically granted to selected management employees on an annual basis and vest over three years. Dividend equivalents are paid during the vesting period for DSUs granted prior to February 27, 2024. For DSUs granted on or after February 27, 2024, dividend equivalents accumulated over the vesting period are paid after vesting. The fair value of our DSUs and other stock-based awards is measured at the market price of our Common Stock on the grant date.

PSUs vest based on varying performance, market and service conditions. Dividend equivalents accumulated over the vesting period are paid after vesting. The grant date fair value of PSUs is determined based on the Monte Carlo simulation model for the market-based component and the market price of our Common Stock on the grant date for performance-based components. The final award may equal 0-200 percent of the target grant, based on the achievement of the performance and market-based components.

Forfeitures are estimated on the grant date for all of our stock-based compensation awards.

69mdlz-10k-footer-02.jpg

Employee Benefit Plans

We provide a range of benefits to our current and retired employees including pension benefits, defined contribution plan benefits, postretirement health care benefits and postemployment (primarily severance-related) benefits depending upon local statutory requirements, employee tenure and service requirements as well as other factors. The cost for these plans is recognized in earnings primarily over the working life of the covered employee.

Derivative Instruments and Hedging Activities

Derivative instruments are recognized as either assets or liabilities at fair value in the consolidated balance sheets. Derivatives are presented on a gross basis and are classified as short-term or long-term based on the maturity date of the instrument. We designate certain of our derivative contracts as hedging instruments in cash flow and net investment hedges.

For derivative instruments that are designated and effective as cash flow hedges, which include certain of our interest rate contracts and cross-currency swap contracts, gains or losses on the derivatives are recorded in accumulated other comprehensive earnings/(losses) and reclassified to earnings in the periods in which the hedged item affects earnings. Gains and losses on cash flow hedges are classified in the same manner as the hedged item, primarily within interest and other expense, net.

We have designated certain foreign currency and cross-currency swap derivative contracts, as well as certain of our non-U.S. dollar debt, as hedges of our net investments in certain of our foreign operations. We assess the effectiveness of net investment hedge relationships based on spot rates and amortize the initial value attributable to the excluded component to earnings over the life of the hedging instrument within interest and other expense, net. Gains or losses on these contracts, net of deferred taxes, that are attributable to changes in spot rates are recorded within the cumulative translation adjustment component of accumulated other comprehensive earnings/(losses).

For derivatives that are not designated as accounting hedges (“economic hedges”), which include all of our commodity derivative contracts and certain of our foreign currency and interest rate derivative contracts, gains and losses are recorded in earnings. Those gains and losses are reflected within our consolidated statements of earnings based on the classification of the item being economically hedged.

If it is determined that a derivative or nonderivative hedging instrument is no longer highly effective as a hedge, we discontinue hedge accounting prospectively. Gains or losses relating to terminations of effective cash flow hedges generally continue to be deferred and are recognized consistent with the gain or loss recognition of the underlying hedged items. However, if it becomes probable that a hedged forecasted transaction will not occur, any gains or losses would be immediately reclassified from accumulated other comprehensive earnings/(losses) to earnings. If we were to remove a net investment hedge designation, any gains or losses recognized in accumulated other comprehensive earnings/(losses) are not reclassified to earnings until we sell, liquidate, or deconsolidate the foreign investments that were hedged.

Cash flows related to settlements of derivative contracts designated as net investment hedges of foreign operations are classified in the consolidated statements of cash flows within investing activities. Cash flows related to settlements of derivatives used for economic hedges and derivatives in cash flow hedging relationships are classified in the same cash flows category as the related hedged item.

Income Taxes

Our provision for income taxes includes amounts payable or refundable for the current year, the effects of deferred taxes and impacts from uncertain tax positions. We recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement and tax basis of our assets and liabilities, operating loss carryforwards and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which those differences are expected to reverse.

The realization of certain deferred tax assets is dependent on generating sufficient taxable income in the appropriate jurisdiction prior to the expiration of the carryforward periods. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. When assessing the need for a valuation allowance, we consider any carryback potential, future reversals of existing taxable temporary differences (including liabilities for unrecognized tax benefits), future taxable income and tax planning strategies.

70mdlz-10k-footer-02.jpg

We recognize tax benefits in our financial statements from uncertain tax positions only if it is more likely than not that the tax position will be sustained based on the technical merits of the position. The amount we recognize is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon resolution. Future changes related to the expected resolution of uncertain tax positions could affect tax expense in the period when the change occurs.

We monitor for changes in tax laws and reflect the impacts of tax law changes in the period of enactment. When there is refinement to tax law changes in subsequent periods, we account for the new guidance in the period when it becomes known.

Supply Chain Financing

As part of our continued efforts to improve our working capital efficiency, we have worked with our suppliers over the past several years to optimize our terms and conditions, which include the extension of payment terms. Our current payment terms with a majority of our suppliers are from 30 to 180 days, which we deem to be commercially reasonable. We also facilitate voluntary supply chain financing (“SCF”) programs through several participating financial institutions. Under these programs, our suppliers, at their sole discretion, determine invoices that they want to sell to participating financial institutions. Our suppliers’ voluntary inclusion of invoices in SCF programs has no bearing on our payment terms or amounts due. Our responsibility is limited to making payments based upon the agreed-upon contractual terms. No guarantees are provided by the Company or any of our subsidiaries under the SCF programs and we have no economic interest in the suppliers’ decision to participate in the SCF programs. Amounts due to our suppliers that elected to participate in the SCF program are included in accounts payable in our consolidated balance sheets.

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

For the Year Ended December 31,
2025
(in millions)
Confirmed obligations outstanding at the beginning of the year$3,509
New invoices confirmed during the year11,336
Confirmed invoices paid during the year(11,552)
Currency269
Confirmed obligations outstanding at the end of the year$3,562

New Accounting Pronouncements - Adopted

In December 2023, the FASB issued an Accounting Standards Update ("ASU") to enhance the transparency of annual income tax disclosures, primarily related to the rate reconciliation and income taxes paid. We adopted this standard on a prospective basis for our 2025 annual reporting. Refer to Note 16, Income Taxes for the disclosures required by this guidance.

New Accounting Pronouncements - Not Yet Adopted

In November 2024, the FASB issued an ASU that will require incremental disclosures in the notes to the financial statements to disaggregate income statement expense line items into specified expense categories and to provide additional information about certain expenses. The guidance is effective for the first annual reporting period beginning after December 15, 2026 and for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The guidance may be applied either on a prospective or retrospective basis. We currently expect to adopt the guidance when it becomes effective, for our annual reporting for the year ending December 31, 2027 and for our interim reporting in the first quarter of 2028. We are currently assessing the impact on our consolidated financial statements and related disclosures as well as whether we will adopt the guidance on a prospective or retrospective basis.

In July 2025, the FASB issued an ASU which introduces a practical expedient that allows entities to measure expected credit losses on current accounts receivable and current contract assets by assuming that the conditions existing at the balance sheet date remain unchanged over the remaining life of those assets. The amendment is intended to simplify the application of the current expected credit loss model by reducing the need to develop forward-looking forecasts for short-term trade receivables. The amendments are effective for annual periods

71mdlz-10k-footer-02.jpg

beginning after December 15, 2025, including interim periods, with early adoption permitted. We are currently assessing the impact on our consolidated financial statements and related disclosures.

In September 2025, the FASB issued an ASU that refines the scope of derivative accounting by introducing a new exception for contracts whose underlyings are based on the operations or activities of one of the parties, among other updates. The ASU is effective for annual periods beginning after December 15, 2026, including interim periods, with early adoption permitted. The guidance may be applied either on a prospective or modified retrospective basis. We are currently assessing the impact on our consolidated financial statements and related disclosures and do not expect it to have a material impact.

In September 2025, the FASB issued an ASU that improves the accounting for internal-use software by replacing the previous capitalization guidance, which focused on a project's stage of development, with a principles-based "probable-to-complete" recognition threshold. The amendments are effective for annual periods beginning after December 15, 2027, including interim periods, with early adoption permitted. The guidance may be applied on a prospective or retrospective basis. We are currently assessing the impact on our consolidated financial statements and related disclosures.

In December 2025, the FASB issued an ASU that establishes accounting guidance for government grants received by a business entity, including grants related to an asset and grants related to income. The amendments are effective for annual periods beginning after December 15, 2028, including interim periods, with early adoption permitted. The guidance may be applied on a modified prospective, modified retrospective or retrospective basis. We are currently assessing the impact on our consolidated financial statements and related disclosures.

Note 2. Acquisitions and Divestitures

Evirth

On November 1, 2024, we acquired Evirth (Shanghai) Industrial Co., Ltd. (“Evirth”), a leading manufacturer of cakes and pastries in China. The acquisition will continue to expand our growth in the cakes and pastries categories. The cash consideration paid for Evirth totaled ¥1.8 billion ($255 million), net of cash received.

The purchase price was primarily allocated to definite-lived intangible assets and goodwill. Within definite-lived intangible assets, we allocated $117 million to customer relationships which have an estimated useful life of 17 years. The fair value of customer relationships at the acquisition date was determined using the multi-period excess earnings method, which is an income approach. The fair value measurements are classified as Level 3 in the fair value hierarchy because they use significant unobservable inputs. Significant assumptions used in assessing the fair values of the intangible assets include discounted cash flows, customer attrition rates and discount rates.

Goodwill of $125 million was determined as the excess of the purchase price over the fair value of the net assets acquired and arises principally as a result of expansion opportunities and synergies across China. None of the goodwill recognized will be deductible for income tax purposes. All of the goodwill was assigned to the AMEA operating segment. For further detail, refer to Note 6, Goodwill and Intangible Assets.

Developed Market Gum

On October 1, 2023, we completed the sale of our developed market gum business in the United States, Canada and Europe to Perfetti Van Melle Group, excluding the Portugal business which we retained pending regulatory approval. After obtaining the regulatory approval, we completed the sale of the Portugal business to Perfetti Van Melle Group on October 23, 2023. We received cash proceeds of $1.4 billion. We recorded a pre-tax gain of $108 million on the sale and $83 million in divestiture-related costs in 2023. This disposition was not considered a strategic shift that would have a major effect on our operations or financial results; therefore, the results of the disposed business were not classified as discontinued operations.

72mdlz-10k-footer-02.jpg

Note 3. Inventories

Inventories consisted of the following:

As of December 31,
20252024
(in millions)
Raw materials$1,015$958
Finished products3,4042,869
Inventories$4,419$3,827

Note 4. Property, Plant and Equipment

Property, plant and equipment consisted of the following:

As of December 31,
20252024
(in millions)
Land and land improvements$404$373
Buildings and building improvements3,9633,453
Machinery and equipment14,61012,732
Construction in progress1,0851,058
20,06217,616
Accumulated depreciation(9,395)(8,135)
Property, plant and equipment, net$10,667$9,481

Capital expenditures as presented on the statement of cash flow were approximately $1.3 billion, $1.4 billion and $1.1 billion for the years ended December 31, 2025, 2024 and 2023, respectively, and excluded $481 million, $458 million and $471 million, respectively, for accrued capital expenditures not yet paid.

73mdlz-10k-footer-02.jpg

Note 5. Leases

We have operating and finance leases for manufacturing and distribution facilities, vehicles, equipment and office space. Our leases generally have remaining lease terms of 1 to 14 years, some of which include options to extend the leases for up to 10 years.

The components of lease costs were as follows:

For the Years Ended December 31,
202520242023
(in millions)
Operating lease cost$246$234$223
Finance lease cost:
Amortization of ROU assets160144130
Interest on lease liabilities211815
Short-term lease cost171512
Variable lease cost527637766
Sublease income(3)(3)(4)
Total lease cost$968$1,045$1,142

Supplemental cash flow information related to leases was as follows:

For the Years Ended December 31,
202520242023
(in millions)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$(241)$(228)$(222)
Operating cash flows from finance leases(21)(18)(15)
Financing cash flows from finance leases(155)(139)(125)
ROU assets obtained in exchange for lease obligations:
Operating leases$141$272$197
Finance leases251124163
74mdlz-10k-footer-02.jpg

Supplemental balance sheet information related to leases was as follows:

As of December 31,
20252024
(in millions)
Operating Leases
Operating lease ROU assets$731$767
Other current liabilities$164$172
Long-term operating lease liabilities599623
Total operating lease liabilities$763$795
Finance Leases
Property, plant and equipment, net$402$292
Current portion of long-term debt$137$126
Long-term debt286183
Total finance lease liabilities$423$309
Weighted Average Remaining Lease Term
Operating leases6.3 years6.7 years
Finance leases4.2 years3.3 years
Weighted Average Discount Rate
Operating leases5.4%5.5%
Finance leases4.8%5.1%

Maturities of lease liabilities were as follows:

As of December 31, 2025
Operating LeasesFinance Leases
(in millions)
Year Ending December 31:
2026$206$153
2027155109
202813578
202910552
20309034
Thereafter21639
Total future undiscounted lease payments$907$465
less: imputed interest(144)(42)
Total reported lease liability$763$423
75mdlz-10k-footer-02.jpg

Note 6. Goodwill and Intangible Assets

Goodwill

Changes in goodwill consisted of:

Latin AmericaAMEAEuropeNorth AmericaTotal
(in millions)
Balance at December 31, 2023$1,607$3,065$8,350$10,874$23,896
Currency(291)(147)(508)(55)(1,001)
Acquisition (1)—122——122
Balance at December 31, 2024$1,316$3,040$7,842$10,819$23,017
Currency184851,042301,341
Other—3—(25)(22)
Balance at December 31, 2025$1,500$3,128$8,884$10,824$24,336

(1)Relates to purchase price allocation for Evirth during 2024. Refer to Note 2, Acquisitions and Divestitures for more information.

Intangible Assets

Intangible assets consisted of the following:

As of December 31, 2025As of December 31, 2024
Gross carrying amountAccumulated amortizationNet carrying amountGross carrying amountAccumulated amortizationNet carrying amount
(in millions)
Indefinite-life intangible assets$18,647$—$18,647$17,770$—$17,770
Definite-life intangible assets3,477(2,496)9813,306(2,228)1,078
Total$22,124$(2,496)$19,628$21,076$(2,228)$18,848

Indefinite-life intangible assets consist principally of brand names purchased through our acquisitions of Nabisco Holdings Corp., the global LU biscuit business of Groupe Danone S.A., Cadbury Limited and Clif Bar. Definite-life intangible assets consist primarily of trademarks, customer-related intangibles, process technology and trademarks. The weighted-average amortization period for our definite-life intangible assets is approximately 16 years, which is primarily driven by recently acquired customer-related intangibles.

Amortization expense for definite-life intangible assets was $142 million in 2025, $153 million in 2024 and $151 million in 2023. For the next five years, we estimate annual amortization expense of approximately $102 million in 2026, $94 million in 2027, $89 million in 2028, $87 million in 2029 and $86 million in 2030 (reflecting December 31, 2025 exchange rates).

In 2025, 2024 and 2023, there were no goodwill impairments as each of our reporting units had sufficient fair value in excess of its carrying value. While all reporting units passed our annual impairment testing, if planned business performance expectations are not met or valuation inputs outside of our control, such as discount rates, change significantly, then the estimated fair values of a reporting unit or reporting units might decline and lead to a goodwill impairment in the future.

We recognized intangible asset impairment charges of $33 million in 2025, $153 million in 2024, and $26 million in 2023 to reduce the carrying amounts of certain brands to their estimated fair values. Those charges are reported within asset impairment and exit costs in the consolidated statements of earnings. The 2025 impairments related to two biscuit brands in the Europe segment, one biscuit brand in the AMEA segment and one candy brand in the Latin America segment. The 2024 impairments related to two biscuit brands in the Europe segment, one biscuit brand in the AMEA segment and one candy and one biscuit brand in the Latin America segment. The 2023 impairments related to a chocolate brand in the North America segment and a biscuit brand in the Europe segment.

Including the four brands for which we recognized impairments in 2025, we identified five brand intangibles, as part of our annual test, for which fair value exceeded book value by less than 10%. The aggregate carrying value of

76mdlz-10k-footer-02.jpg

those five brands was $1.5 billion as of December 31, 2025. We are closely monitoring the performance of those brands and if there are adverse changes to the related sales and earnings forecasts in the future, whether caused by business-specific or broader macroeconomic factors, one or more of those indefinite-life intangible assets could become impaired.

Note 7. Investments

Equity Method Investments

Our current equity method investments primarily relate to our ownership interests in Dong Suh Foods Corporation and Dong Suh Oil & Fats Co. Ltd. As of December 31, 2025, we owned 50.0% and 49.0%, respectively, of these companies' outstanding shares. Our ownership interests may change over time due to investee stock-based compensation arrangements, share issuances or other equity-related transactions.

Our investments accounted for under the equity method of accounting totaled $667 million as of December 31, 2025 and $635 million as of December 31, 2024. We recorded equity earnings and cash dividends of $65 million and $45 million in 2025, equity earnings and cash dividends of $168 million and $115 million in 2024 and equity earnings and cash dividends of $160 million and $137 million in 2023. The activity during 2024 and 2023 included our prior investment in JDE Peet’s N.V. (Euronext Amsterdam: “JDEP”).

JDEP Transactions

On August 24, 2025, Keurig Dr Pepper Inc. (Nasdaq: “KDP”) and JDEP entered into a definitive agreement under which KDP would acquire JDEP. As a result of that definitive agreement, we became entitled to a cash payment of €145 million ($169 million) from JAB Holding Company (“JAB”) that we received in 2025. The related gain is reported within gain/(loss) on equity method investment transactions in the consolidated statements of earnings.

In the first quarter of 2024 we recorded an impairment charge of €612 million ($665 million) related to our JDEP investment. This charge was included within gain/(loss) on equity method investment transactions in the consolidated statements of earnings. In the fourth quarter of 2024, we sold our remaining 85.9 million shares in JDEP to JAB. We received €2.2 billion ($2.3 billion) of proceeds and recorded a gain of €313 million ($332 million).

In 2023, we sold approximately 9.9 million shares of JDEP, which reduced our ownership interest by 2.0 percentage points, from 19.7% to 17.7%. We received cash proceeds of €255 million ($279 million) and recorded a loss of €21 million ($23 million).

Marketable Securities

During the first quarter of 2023, our ownership in KDP fell to below 5% of the outstanding shares, resulting in a change in the accounting for our KDP investment, from equity method investment accounting to accounting for equity interests with readily determinable fair values ("marketable securities") as we no longer retained significant influence. Marketable securities are measured at fair value based on quoted prices in active markets for identical assets (Level 1). Prior to the change in accounting for our KDP investment, we sold 30 million shares and received proceeds of $1.0 billion and recorded a pre-tax gain on equity method transactions of $493 million ($368 million after-tax) during 2023.

Subsequently in 2023, we sold the remainder of our shares of KDP (46 million) and received proceeds of $1.4 billion, exiting our investment in the company.

Pre-tax gains for marketable securities are summarized below:

Year Ended December 31, 2023
(in millions)
Gain on marketable securities sold during the period$593
Dividend income and other13
Total gain on marketable securities$606

In the table above, gain on marketable securities sold during the period reflects the difference between the sale proceeds and the carrying value of the equity securities at the date of the change of accounting for our investment in KDP.

77mdlz-10k-footer-02.jpg

Note 8. Debt and Borrowing Arrangements

Short-Term Borrowings

Our short-term borrowings and related weighted-average interest rates consisted of:

As of December 31,
20252024
Amount OutstandingWeighted- Average RateAmount OutstandingWeighted- Average Rate
(in millions, except percentages)
Commercial paper$2,6143.5%$——%
Bank loans747.7%7112.1%
Total short-term borrowings$2,688$71

Our uncommitted and committed credit facilities available include:

As of December 31,
20252024
Facility AmountBorrowed AmountFacility AmountBorrowed Amount
(in millions)
Uncommitted credit facilities$882$71$784$71
Credit facilities (1):
February 19, 2025——1,500—
February 18, 20261,500———
February 23, 2027——4,500—
February 19, 20304,500———

(1)On February 19, 2025, our $1.5 billion 364-day senior unsecured revolving credit agreement dated as of February 21, 2024 expired and we entered into a $1.5 billion 364-day senior unsecured revolving credit agreement that will expire on February 18, 2026. Additionally, we early terminated our $4.5 billion five-year senior unsecured revolving credit agreement dated as of February 23, 2022, and entered into a $4.5 billion five-year senior unsecured revolving credit agreement that will expire on February 19, 2030.

We maintain senior unsecured revolving credit facilities for general corporate purposes, including working capital needs, and to support our commercial paper program. The revolving credit agreements include a covenant that we maintain a minimum shareholders' equity of at least $25.0 billion, excluding accumulated other comprehensive earnings/(losses), the cumulative effects of any changes in accounting principles and earnings/(losses) recognized in connection with any mark-to-market accounting for pensions and other retirement plans. At December 31, 2025, we complied with this covenant. The revolving credit facility also contains customary representations, covenants and events of default. There are no credit rating triggers, provisions or other financial covenants that could require us to post collateral as security.

During 2023, we repaid $2.0 billion in term loans related to 2022 credit facility borrowings.

78mdlz-10k-footer-02.jpg

Long-Term Debt

Our long-term debt consisted of (interest rates are as of December 31, 2025):

As of December 31,
2025 (1)2024
(in millions)
U.S. dollar notes, 1.250% to 7.000% (weighted-average effective rate 3.660%), due through 2050$9,180$8,834
Euro notes, 0.000% to 2.375% (weighted-average effective rate 0.975%), due through 20418,0927,122
Pound sterling notes, 3.875% to 4.500% (weighted-average effective rate 4.151%), due through 2045353327
Swiss franc notes—221
Canadian dollar notes, 4.625% (effective rate 4.719%), due through 2031469864
Finance leases and other423310
Total18,51717,678
less: current portion of long-term debt(1,295)(2,014)
Long-term debt$17,222$15,664

(1) Amounts are shown net of unamortized discounts, premiums and bank fees of $(119) million and imputed interest on finance leases of $(42) million.

Over the next five years, aggregate principal maturities of our long-term debt, including finance leases, are (in millions):

20262027202820292030ThereafterTotal
$1,312$1,740$2,121$2,246$1,284$9,975$18,678

Debt Repayments

During 2025, we repaid the following notes (in millions):

Interest RateMaturity DateAmountUSD Equivalent
3.250%March 2025C$600$417
1.500%May 2025$750$750
4.250%September 2025 (1)$500$500
1.125%December 2025Fr.200$253

(1)Repaid by Mondelez International Holdings Netherlands B.V. ("MIHN"), a wholly owned Dutch subsidiary of Mondelēz International, Inc.

During 2024, we repaid the following notes (in millions):

Interest RateMaturity DateAmountUSD Equivalent
2.125%March 2024$500$500
2.250%September 2024 (1)$500$500
0.000%September 2024 (1) (2)€300$333
0.750%September 2024 (1)$500$500
0.617%September 2024Fr.125$148

(1)Repaid by Mondelez International Holdings Netherlands B.V. ("MIHN"), a wholly owned Dutch subsidiary of Mondelēz International, Inc

(2)Repayment of €300 million exchangeable bonds. Refer to Note 9, Financial Instruments for additional detail on these exchangeable bonds.

79mdlz-10k-footer-02.jpg

Debt Issuances

During 2025, we issued the following notes (in millions):

Issuance DateInterest RateMaturity DatePrincipal AmountPrincipal Amount USD Equivalent
May 20254.250%May 2028$700$700
May 20254.500%May 2030$500$500
May 20255.125%May 2035$400$400

During 2024, we issued the following notes (in millions):

Issuance DateInterest RateMaturity DatePrincipal AmountPrincipal Amount USD Equivalent
February 20244.750%February 2029$550$550
July 20244.625%July 2031C$650$473
August 20244.750%August 2034$500$500

Fair Value of Our Debt

The fair value of our short-term borrowings reflects current market interest rates and approximates the amounts we have recorded on our consolidated balance sheets. The fair value of all of our long-term debt, excluding finance lease obligations, was determined using quoted prices in active markets (Level 1 valuation data).

As of December 31,
20252024
(in millions)
Fair Value$19,553$15,846
Carrying Value21,20517,749

Interest and Other Expense, net

Interest and other expense, net consisted of:

For the Years Ended December 31,
202520242023
(in millions)
Interest expense$599$508$550
Loss on debt extinguishment and related expenses——1
Other income, net(317)(328)(241)
Interest and other expense, net$282$180$310

Other income, net includes amortization of amounts excluded from our assessment of hedge effectiveness related to our net investment hedge derivative contracts, foreign currency transaction gains and losses on certain foreign currency denominated assets and liabilities, gains and losses on certain foreign currency derivative contracts, interest income and other non-operating items. Refer to Note 9, Financial Instruments for additional information about our hedging activities.

80mdlz-10k-footer-02.jpg

Note 9. Financial Instruments

Derivatives and Hedging Activities

We use derivative instruments to manage our currency exchange rate, commodity price and interest rate risks. We monitor and manage these exposures as part of our overall risk management program, which focuses on the unpredictability of financial markets and seeks to reduce the potentially adverse effects that the volatility of these markets may have on our operating results. A principal objective of our risk management strategies is to reduce significant, unanticipated earnings fluctuations that may arise from volatility in currency exchange rates, commodity prices and interest rates.

When we use derivatives, we are exposed to credit and market risks. We reduce our credit risk by entering into derivatives with investment grade counterparties, limiting our level of exposure with each counterparty and monitoring the financial condition of our counterparties. We also maintain a policy of requiring that all significant, non-exchange traded derivative contracts with a duration of one year or longer are governed by market standard derivatives contracts as provided by the International Swaps and Derivatives Association and other similar local framework agreements. We manage derivative market risk by limiting the types of derivative instruments and derivative strategies we use and the volume of market risk that we plan to hedge through the use of derivative instruments. We do not use derivatives for speculative purposes.

Foreign currency derivatives. We enter into foreign currency forward, option and swap contracts to economically hedge our exposure to changes in exchange rates from certain forecasted transactions and recognized assets and liabilities. Those derivative contracts are not designated for hedge accounting treatment. We also enter into foreign currency forward and option contracts designated as net investment hedges of certain investments in our non-U.S. operations against movements in exchange rates.

Commodity derivatives. We are exposed to price risk related to forecasted purchases of certain commodities that we primarily use as raw materials. We enter into commodity forward, futures, option, and swap contracts to economically hedge those risks. We buy and sell commodity futures to hedge future purchase commitments and we occasionally use related futures to cross-hedge a commodity exposure. Derivative contracts used to hedge commodity price risk are not designated for hedge accounting treatment. Additionally, our commodity forward contracts generally qualify for the normal purchases scope exception and therefore are not subject to derivative mark-to-market accounting.

Interest rate derivatives. We are exposed to interest rate risk related to variable-rate financial assets and liabilities and forecasted borrowings. We use various interest rate derivative instruments, including, for example, interest rate swaps and treasury rate locks, to manage that interest rate risk. We have designated certain interest rate derivatives hedging forecasted borrowings and interest receipts on recognized financial assets as cash flow hedges. Other outstanding interest rate derivatives are not designated for hedge accounting treatment.

Cross-currency swap derivatives. We enter into cross-currency swaps designated as cash flow hedges to hedge currency exchange and interest rate risk on certain debt denominated in a different currency than the functional currency of the borrowing entity. We also enter into cross-currency swaps designated as net investment hedges of certain investments in our non-U.S. operations against movements in exchange rates.

Non-U.S. dollar debt designated as net investment hedges. We have designated certain non-U.S. dollar-denominated debt instruments as hedges of our net investments in certain of our foreign operations. The foreign currency transaction gains and losses from remeasurements of those non-U.S. dollar denominated debt instruments are recognized within the cumulative translation adjustment component of accumulated other comprehensive earnings/(losses) and they offset the cumulative translation adjustments from our net investments in the foreign operations being hedged.

81mdlz-10k-footer-02.jpg

Derivative instruments and corresponding hedge type were recorded at fair value in the consolidated balance sheets as follows:

As of December 31,
20252024
Asset DerivativesLiability DerivativesAsset DerivativesLiability Derivatives
Type of Hedge (1)(in millions)
Derivatives designated as accounting hedges (2)****:
Foreign currency contractsNIH$3$300$5$5
Interest rate contractsCF13211
Cross-currency swap contractsCF/NIH23837038269
24267338985
Derivatives not designated as accounting hedges:
Foreign currency contracts$161$182$302$118
Commodity contracts4229242,2051,522
Interest rate contracts113—
5841,1072,5101,640
Total fair value$826$1,780$2,899$1,725

(1)Derivative contracts designated as either cash flow (“CF”) or net investment hedging (“NIH”) instruments.

(2)We designate some of our non-U.S. dollar denominated debt to hedge a portion of our net investments in our non-U.S. operations. This debt is not reflected in the table above but is included in long-term debt discussed in Note 8, Debt and Borrowing Arrangements. Non-U.S. dollar denominated debt designated as net investment hedges is also disclosed in the Notional Amounts of Derivatives and Other Hedging Instruments table and the Hedges of Net Investments in International Operations section appearing later in this footnote.

We recorded the fair value of our derivative instruments in the consolidated balance sheets as follows:

As of December 31,
20252024
(in millions)
Other current assets$664$2,545
Other assets162354
Other current liabilities1,3281,641
Other liabilities45284

Certain exchange-traded commodity contracts require us to receive from or pay to a broker an amount of cash related to the daily fluctuation in value of the futures contract. Such cash collateral held or placed is known as variation margin and is recorded as other current assets and liabilities. The net asset variation margin balances for futures contracts were $364 million and $263 million as of December 31, 2025 and December 31, 2024, respectively. These balances are excluded from the table above. Our over-the-counter ("OTC") derivative transactions are governed by International Swaps and Derivatives Association agreements and other standard industry contracts. Under these agreements, we do not post nor require collateral from our counterparties. The majority of our derivative contracts do not have a legal right of set-off. We manage the credit risk in connection with these and all our derivatives by entering into transactions with counterparties with investment grade credit ratings, limiting the amount of exposure with each counterparty and monitoring the financial condition of our counterparties.

Fair Value Measurements of Derivative Instruments

Level 1 fair value measurements use quoted prices in active markets for identical assets or liabilities. Level 1 financial assets and liabilities consist of exchange-traded commodity futures and listed options. The fair value of these instruments is determined based on quoted market prices on commodity exchanges.

Level 2 fair value measurements use quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets with insufficient volume or infrequent transactions, or model-based valuations in which significant inputs are observable in the market. Level 2 financial assets and liabilities

82mdlz-10k-footer-02.jpg

consist primarily of OTC foreign currency forwards, options and swaps; OTC commodity options; interest rate swaps; and cross-currency swaps. Commodity derivatives are valued using an income approach based on the observable market commodity index prices less the contract rate multiplied by the notional amount or based on pricing models that rely on market observable inputs such as commodity prices. Our calculation of the fair value of foreign currency contracts, interest rate swaps, and cross-currency swaps is derived from a discounted cash flow model based on the terms of the contract and the observable market inputs such as interest rate curves and forward rates. Our calculation of the fair value of financial instruments takes into consideration the risk of nonperformance, including counterparty credit risk.

Level 3 fair value measurements use significant unobservable inputs and include the use of judgment by management about the assumptions market participants would use in pricing the asset or liability.

The fair value measurements (asset/(liability)) of our derivative instruments were classified in the fair value hierarchy as follows:

As of December 31, 2025
Total Fair Value of Net Asset/(Liability)Quoted Prices in Active Markets for Identical Assets/(Liabilities) (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
(in millions)
Foreign currency contracts$(318)$—$(318)$—
Commodity contracts(502)(188)(314)—
Interest rate contracts(2)—(2)—
Cross-currency swap contracts(132)—(132)—
Total derivatives$(954)$(188)$(766)$—
As of December 31, 2024
Total Fair Value of Net Asset/(Liability)Quoted Prices in Active Markets for Identical Assets/(Liabilities) (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
(in millions)
Foreign currency contracts$184$—$184$—
Commodity contracts683(111)794—
Interest rate contracts(6)—(6)—
Cross-currency swap contracts313—313—
Total derivatives$1,174$(111)$1,285$—
83mdlz-10k-footer-02.jpg

Notional Amounts of Derivatives and Other Hedging Instruments

The gross notional values of our derivative instruments, as well as non-U.S. dollar debt designated as net investment hedging instruments, were:

Notional Amount
As of December 31,
20252024
(in millions)
Foreign currency contracts$19,853$13,724
Commodity contracts14,46316,210
Interest rate contracts1,9324,189
Cross-currency swap contracts6,9129,608
Non-U.S. dollar debt designated as net investment hedges:
Euro notes3,7413,298
Swiss franc notes—220
Canadian dollar notes474869

Cash Flow Hedges

Our derivative instruments designated as cash flow hedges include interest rate swaps and cross-currency swaps. As of December 31, 2025, the aggregate notional value of those derivatives was $1.0 billion.

Cash flow hedge activity, net of taxes, is recorded within accumulated other comprehensive earnings/(losses). Refer to Note 14, Accumulated Other Comprehensive Earnings/(Losses) for additional information on current period activity. Based on current market conditions, $38 million of gains, net of taxes, included in accumulated other comprehensive earnings/(losses) from cash flow hedges as of December 31, 2025 are expected to be recognized into earnings during the next 12 months.

As of December 31, 2025, our longest dated cash flow hedges were interest rate swaps that hedge forecasted interest receipts over the next 3 years.

Hedges of Net Investments in International Operations

Derivative contracts designated as net investment hedges

We enter into foreign currency contracts and cross-currency swaps to hedge certain investments in our non-U.S. operations against movements in exchange rates. As of December 31, 2025, the aggregate notional value of those derivatives was $9.5 billion.

Net investment hedge derivative contract pre-tax impacts on other comprehensive earnings/(losses) and net earnings were:

For the Years Ended December 31,
202520242023
(in millions)
Gain/(loss) on NIH contracts (1)
Foreign currency contracts$(416)$38$88
Cross-currency swap contracts(609)356(330)
Total$(1,025)$394$(242)
Amounts excluded from the assessment of hedge effectiveness (2)
Foreign currency contracts$117$7$28
Cross-currency swap contracts147179120
Total$264$186$148

(1)Amounts recorded for unsettled and settled NIH derivative contracts are recorded within the cumulative translation adjustment section of other comprehensive earnings/(losses).

(2)We assess the effectiveness of NIH relationships based on spot rates and amortize the initial value attributable to the excluded component to earnings over the life of the hedging instrument within interest and other expense, net.

84mdlz-10k-footer-02.jpg

Non-U.S. dollar debt designated as net investment hedges

Pre-tax gains/(losses) related to non-U.S. dollar debt designated as hedges of net investments in international operations, which are recorded within the cumulative translation adjustment section of other comprehensive earnings/(losses), were:

For the Years Ended December 31,
202520242023
(in millions)
Euro notes$(443)$219$(106)
Swiss franc notes(33)18(54)
Canadian dollar notes(21)58(10)
Total$(497)$295$(170)

Derivatives Not Designated as Accounting Hedges

Pre-tax gains/(losses) recorded in net earnings for economic hedges were:

For the Years Ended December 31,
202520242023
(in millions)
Foreign currency contracts:
Cost of sales$(236)$106$17
Selling, general and administrative expenses(9)(8)—
Interest and other expense, net358915
Commodity contracts - Cost of sales(984)1,759262
Interest rate contracts - Interest and other expense, net135
Equity method investment contracts - Gain/(loss) on equity method investment transactions (1)——7
Total$(1,193)$1,949$306

(1)Equity method investment contracts consisted of the bifurcated embedded derivative option that was a component of the September 20, 2021 €300 million exchangeable bonds issuance and expired on September 20, 2024. Refer to Note 8, Debt and Borrowing Arrangements for additional information.

85mdlz-10k-footer-02.jpg

Fair Value of Contingent Consideration

Contingent consideration liabilities, which reflect earn-out arrangements from business combinations, are recorded at fair value each period, with changes in fair value reported in earnings. The fair values of our contingent consideration liabilities were $149 million and $179 million as of December 31, 2025 and December 31, 2024, respectively. Contingent consideration liabilities are primarily recorded in other liabilities in the consolidated balance sheets and changes in their fair values are primarily recorded in selling, general and administrative expenses in the consolidated statements of earnings.

The estimated fair values of our contingent consideration liabilities were primarily determined using Monte Carlo simulations. Significant assumptions used in assessing the fair values of the liabilities include financial projections for net revenue, gross profit, and EBITDA, as well as discount and volatility rates. Fair value measurements of contingent consideration liabilities are classified as Level 3 in the fair value hierarchy because they use significant unobservable inputs.

Contingent consideration liabilities include an earn-out arrangement related to the acquisition of Clif Bar & Company (“Clif Bar”) in 2022. The possible payments under that arrangement range from zero to a maximum total of $2.4 billion, with higher payouts requiring the achievement of targets that generate rates of returns in excess of our base financial projections for the business.

The following is a summary of our contingent consideration liability activity:

For the Years Ended December 31,
202520242023
(in millions)
Liability at the beginning of the period$179$680$642
Contingent consideration arising from acquisitions—49—
Changes in fair value(34)(394)128
Payments—(155)(90)
Currency4(1)—
Liability at the end of the period$149$179$680
86mdlz-10k-footer-02.jpg

Note 10. Benefit Plans

Pension Plans

Obligations and Funded Status

The projected benefit obligations, plan assets and funded status of our pension plans were:

U.S. PlansNon-U.S. Plans
2025202420252024
(in millions)
Projected benefit obligation at January 1$1,183$1,206$6,753$7,404
Service cost336259
Interest cost3760287283
Benefits paid(32)(41)(476)(446)
Settlements paid(877)(48)(279)(1)
Actuarial (gains)/losses(7)3(278)(271)
Currency——645(312)
Other——2937
Projected benefit obligation at December 313071,1836,7436,753
Fair value of plan assets at January 11,2001,2777,2977,907
Actual return on plan assets51819242
Contributions104101109
Benefits paid(32)(41)(476)(446)
Settlements paid(877)(48)(279)(1)
Currency——690(324)
Other(23)—(37)10
Fair value of plan assets at December 313291,2007,4887,297
Net pension assets at December 31$22$17$745$544

The accumulated benefit obligation, which represents benefits earned to the measurement date, for U.S. pension plans was $0.3 billion at December 31, 2025 and $1.2 billion at December 31, 2024. The accumulated benefit obligation for non-U.S. pension plans was $6.6 billion at both December 31, 2025 and December 31, 2024.

The actuarial (gain)/loss for our pension plans in 2025 and 2024 was related to changes in assumptions including discount rates used to measure the benefit obligations of those plans.

The combined U.S. and non-U.S. pension plans resulted in a net pension asset of $767 million as of December 31, 2025 and a net pension asset of $561 million as of December 31, 2024. We recognized these amounts in our consolidated balance sheets as follows:

As of December 31,
20252024
(in millions)
Prepaid pension assets$1,220$987
Other current liabilities(31)(35)
Accrued pension costs(422)(391)
$767$561
87mdlz-10k-footer-02.jpg

Certain of our U.S. and non-U.S. plans are underfunded with accumulated benefit obligations in excess of plan assets. For these plans, the projected benefit obligations, accumulated benefit obligations and the fair value of plan assets were:

U.S. PlansNon-U.S. Plans
As of December 31,As of December 31,
2025202420252024
(in millions)
Projected benefit obligation$16$24$581$557
Accumulated benefit obligation1624536514
Fair value of plan assets22150157

We used the following weighted-average assumptions to determine our benefit obligations under the pension plans:

U.S. PlansNon-U.S. Plans
As of December 31,As of December 31,
2025202420252024
Discount rate5.48%5.18%4.59%4.45%
Rate of compensation increase4.00%4.00%3.08%3.10%

Year-end discount rates for our U.S., Canadian, Eurozone and U.K. plans were developed from a model portfolio of high quality, fixed-income debt instruments with durations that match the expected future cash flows of the benefit obligations. Year-end discount rates for our remaining non-U.S. plans were developed from local bond indices that match local benefit obligations as closely as possible. Changes in our discount rates were primarily the result of changes in bond yields year-over-year.

For the periods presented, we measure service and interest costs by applying the specific spot rates along a yield curve used to measure plan obligations to the plans’ liability cash flows. We believe this approach provides a more precise measurement of service and interest costs by aligning the timing of the plans’ liability cash flows to the corresponding spot rates on the yield curve.

Components of Net Periodic Pension (Benefit)/Cost

Net periodic pension cost consisted of the following:

U.S. PlansNon-U.S. Plans
For the Years Ended December 31,For the Years Ended December 31,
202520242023202520242023
(in millions)
Service cost$3$3$3$62$59$54
Interest cost376064287283303
Expected return on plan assets(50)(89)(99)(444)(428)(403)
Amortization of net loss and prior service cost311736441
Settlement losses and other expenses293141755—1
Net periodic pension (benefit)/cost$286$(11)$(14)$33$(22)$(4)

We determine our expected rate of return on plan assets from the plan assets’ historical long-term investment performance, current asset allocation and estimates of future long-term returns by asset class. For the U.S. plans, we determine the expected return on plan assets component of net periodic pension (benefit)/cost using a calculated market-related value of plan assets methodology that averages gains and losses on the plan assets over a four-year period to determine future pension expense. For our non-U.S. plans, we utilize a similar approach with varying cost recognition periods for some plans, and with others, we determine the expected return on plan assets based on asset fair values as of the measurement date.

88mdlz-10k-footer-02.jpg

We used the following weighted-average assumptions to determine our net periodic pension cost:

U.S. PlansNon-U.S. Plans
For the Years Ended December 31,For the Years Ended December 31,
202520242023202520242023
Discount rate5.18%5.22%5.55%4.45%4.03%4.51%
Expected rate of return on plan assets5.43%6.25%6.25%5.93%5.54%5.41%
Rate of compensation increase4.00%4.00%4.00%3.10%3.20%3.22%

Pension Plan Settlements

Mondelēz Global LLC Retirement Plan Settlement

During 2024, we entered into agreements with two third-party insurance companies to purchase buy-in annuity contracts to cover the liabilities associated with the Mondelēz Global LLC Retirement Plan (“MDLZ Global Plan”), the pension plan for U.S. salaried employees. The agreements provided us with the option to elect a buy-out conversion, at which time full responsibility of the MDLZ Global Plan obligations would transfer to the insurance companies. During the second quarter of 2025, we elected the buy-out conversion and recognized a non-cash pre-tax settlement loss of $282 million as a component of our net periodic pension cost.

Mondelez Canada Inc. - Trusteed Hourly Retirement Plan and Retirement Plan Settlement

During the third quarter of 2025, we entered into an agreement with a third-party insurance company to buy-out the retiree participants' obligations of the Mondelez Canada Inc. Trusteed Hourly Retirement Plan and Mondelez Canada Inc. Retirement Plan. The obligations were transferred to the insurance company and we recognized a non-cash pre-tax settlement loss of $54 million as a component of our net periodic pension cost in the third quarter of 2025.

These settlement losses are recorded within benefit plan non-service (expense)/income in the consolidated statements of earnings.

89mdlz-10k-footer-02.jpg

Plan Assets

The fair value of pension plan assets was determined using the following fair value measurements:

As of December 31, 2025
Asset CategoryTotal Fair ValueQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
(in millions)
U.S. equity securities$1$1$—$—
Pooled funds - equity securities85375895—
Total equity securities85475995—
Government bonds1,910771,833—
Pooled funds - fixed-income securities1,1601,021139—
Corporate bonds and fixed-income securities686289397—
Buy-in annuity contracts and other1,154——1,154
Total fixed-income securities4,9101,3872,3691,154
Real estate274210—64
Private equity3——3
Cash and other80746—
Total assets in the fair value hierarchy$6,121$2,430$2,470$1,221
Investments measured at net asset value1,590
Total investments at fair value$7,711
As of December 31, 2024
Asset CategoryTotal Fair ValueQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
(in millions)
U.S. equity securities$1$1$—$—
Pooled funds - equity securities83375182—
Total equity securities83475282—
Government bonds1,854701,784—
Pooled funds - fixed-income securities945825120—
Corporate bonds and fixed-income securities563243320—
Buy-in annuity contracts and other2,082——2,082
Total fixed-income securities5,4441,1382,2242,082
Real estate222159—63
Private equity3——3
Cash and other877791
Total assets in the fair value hierarchy$6,590$2,126$2,315$2,149
Investments measured at net asset value1,811
Total investments at fair value$8,401

We excluded plan assets of $106 million at December 31, 2025 and $96 million at December 31, 2024 from the above tables related to certain insurance contracts as they are reported at contract value, in accordance with authoritative guidance.

90mdlz-10k-footer-02.jpg

Fair value measurements

  • Level 1 – includes primarily U.S and non-U.S. equity securities and government bonds valued using quoted prices in active markets.

  • Level 2 – includes primarily pooled funds, including assets in real estate pooled funds, valued using net asset values of participation units held in common collective trusts, as reported by the managers of the trusts and as supported by the unit prices of actual purchase and sale transactions. Level 2 plan assets also include corporate bonds and other fixed-income securities, valued using independent observable market inputs, such as matrix pricing, yield curves and indices.

  • Level 3 – includes investments valued using unobservable inputs that reflect the plans’ judgments about the assumptions that market participants would use in pricing the assets, based on the best information available.

  • Fair value estimates for pooled funds are calculated by the investment advisor when reliable quotations or pricing services are not readily available for certain underlying securities. The estimated value is based on either cost or last sale price for most of the securities valued in this fashion.

  • Fair value estimates for private equity investments are calculated by the general partners using the market approach to estimate the fair value of private investments. The market approach utilizes prices and other relevant information generated by market transactions, type of security, degree of liquidity, restrictions on the disposition, latest round of financing data, company financial statements, relevant valuation multiples and discounted cash flow analyses.

  • Fair value estimates for private debt placements are calculated using standardized valuation methods, including income-based techniques such as discounted cash flow projections or market-based techniques utilizing public and private transaction multiples as comparables.

  • Fair value estimates for real estate investments are calculated by investment managers using the present value of future cash flows expected to be received from the investments, based on valuation methodologies such as appraisals, local market conditions, and current and projected operating performance.

  • Fair value estimates for buy-in annuity policies (excluding the MDLZ Global Plan buy-in) are calculated on a replacement policy value basis by discounting the projected cash flows of the plan members using a discount rate based on risk-free rates and adjustments for estimated levels of insurer pricing. The fair value of the MDLZ Global Plan buy-in annuity was set equal to the estimated contract value as of December 31, 2024.

  • Net asset value – primarily includes equity funds, fixed income funds, real estate funds, hedge funds and private equity investments for which net asset values are normally used.

Changes in our Level 3 plan assets included:

Asset CategoryJanuary 1, 2025 BalanceNet Realized and Unrealized Gains/ (Losses)Net Purchases, Issuances and SettlementsNet Transfers Into/(Out of) Level 3Currency ImpactDecember 31, 2025 Balance
(in millions)
Buy-in annuity contracts and other$2,082$(12)$(1,005)$—$89$1,154
Real estate631———64
Private equity and other4—(1)——3
Total Level 3 investments$2,149$(11)$(1,006)$—$89$1,221
Asset CategoryJanuary 1, 2024 BalanceNet Realized and Unrealized Gains/ (Losses)Net Purchases, Issuances and SettlementsNet Transfers Into/(Out of) Level 3Currency ImpactDecember 31, 2024 Balance
(in millions)
Buy-in annuity contracts and other$1,471$(62)$702$—$(29)$2,082
Real estate62———163
Private equity3———14
Total Level 3 investments$1,536$(62)$702$—$(27)$2,149

The decrease in Level 3 pension plan investments during 2025 was related to net purchases, issuances and settlements, including the settlement of the MDLZ Global Plan buy-in annuity, and return on plan assets, partially offset by currency impact. The increase in Level 3 pension plan investments during 2024 was related to net purchases, issuances and settlements, including the purchase of the MDLZ Global Plan buy-in annuity, partially

91mdlz-10k-footer-02.jpg

offset by a decreased return on plan assets and currency impact.

The percentage of fair value of pension plan assets was:

U.S. PlansNon-U.S. Plans
As of December 31,As of December 31,
Asset Category2025202420252024
Equity securities19%4%14%14%
Fixed-income securities70%21%64%64%
Real estate——5%4%
Buy-in annuity contracts—75%16%17%
Cash11%—1%1%
Total100%100%100%100%

For our U.S. plans, our investment strategy is to reduce our funded status risk in part through appropriate asset allocation within our plan assets. We attempt to maintain our target asset allocation by rebalancing between asset classes as we make monthly benefit payments. The strategy involves using indexed U.S. equity and international equity securities and actively managed U.S. investment grade fixed-income securities (which constitute 75% or more of fixed-income securities) with smaller allocations to high yield fixed-income securities.

For our non-U.S. plans, the investment strategy is subject to local regulations and the asset/liability profiles of the plans in each individual country. In aggregate, the asset allocation targets of our non-U.S. plans are broadly characterized as a mix of approximately 12% equity securities, 56% fixed-income securities, 27% buy-in annuity contracts and 5% real estate.

Employer Contributions

In 2025, we contributed $10 million to our U.S. pension plans and $78 million to our non-U.S. pension plans. In addition, employees contributed $23 million to our non-U.S. plans. We make contributions to our pension plans in accordance with local funding arrangements and statutory minimum funding requirements. Discretionary contributions are made to the extent that they are tax deductible and do not generate an excise tax liability. In 2026, we estimate that our pension contributions will be $1 million to our U.S. plans and $77 million to our non-U.S. plans based on current tax laws. Our actual contributions may be different due to many factors, including changes in tax and other benefit laws, significant differences between expected and actual pension asset performance or interest rates.

Future Benefit Payments

The estimated future benefit payments from our pension plans at December 31, 2025 were (in millions):

202620272028202920302031-2035
U.S. Plans$35$18$19$19$20$106
Non-U.S. Plans4544364384464502,281

Multiemployer Pension Plans

In accordance with obligations we have under collective bargaining agreements, we made contributions to multiemployer pension plans for continuing participation and these amounts were not material. Our contributions are based on our contribution rates under our collective bargaining agreements, the number of our eligible employees and fund surcharges.

On July 11, 2019, we received a withdrawal liability assessment from the Bakery and Confectionery Union and Industry International Pension Fund requiring pro-rata monthly payments over 20 years and we recorded a discounted liability of $491 million at that time. In connection with the discounted long-term liability, we recorded accreted interest of $9 million in 2025, $10 million in 2024 and $10 million 2023 within interest and other expense, net in the consolidated statements of earnings. As of December 31, 2025, the remaining discounted withdrawal liability was $294 million, with $16 million recorded in other current liabilities and $278 million recorded in other liabilities in the consolidated balance sheet.

92mdlz-10k-footer-02.jpg

Other Costs

We sponsor and contribute to employee defined contribution plans. These plans cover eligible salaried, non-union and union employees. Our contributions and costs are determined by the matching of employee contributions, as defined by the plans. Amounts charged to expense for defined contribution plans totaled $75 million in 2025, $68 million in 2024 and $66 million 2023.

Postretirement Benefit Plans

Obligations and Funded Status

The changes in and the amount of the accrued benefit obligation of U.S. and non-U.S. plans were:

As of December 31,
20252024
(in millions)
Accrued benefit obligation at January 1$183$205
Service cost11
Interest cost1010
Benefits paid(15)(17)
Plan amendments(33)—
Currency3(7)
Actuarial losses/(gains)6(9)
Accrued benefit obligation at December 31155183
Fair value of plan assets at January 17470
Employer Contributions1014
Benefit Payments(15)(17)
Actual Return on Assets77
Fair value of plan assets at December 317674
Net postretirement plan liabilities at December 31$79$109

The fair value of plan assets as of December 31, 2025 pertain to the U.S. plan as our postretirement health care plans are funded in the U.S.

The current portion of our accrued postretirement benefit obligation of $5 million at December 31, 2025 and $11 million at December 31, 2024 is included in other current liabilities and the long-term portion of $74 million at December 31, 2025 and $98 million at December 31, 2024 is presented as accrued postretirement health care costs in our consolidated balance sheets.

The actuarial losses/(gains) for our postretirement plans in 2025 and 2024 were driven by assumption changes, including discount rates, used to measure the benefit obligations of those plans.

We used the following weighted-average assumptions to determine our postretirement benefit obligations:

U.S. PlansNon-U.S. Plans
As of December 31,As of December 31,
2025202420252024
Discount rate5.55%5.70%5.98%5.77%
Health care cost trend rate assumed for next year7.00%6.50%4.98%5.04%
Ultimate health care cost trend rate5.00%5.00%4.60%4.64%
Year that the rate reaches the ultimate trend rate2034203120402040

Year-end discount rates for our U.S., Canadian and U.K. plans were developed from a model portfolio of high quality, fixed-income debt instruments with durations that match the expected future cash flows of the benefit obligations. Year-end discount rates for our remaining non-U.S. plans were developed from local bond indices that

93mdlz-10k-footer-02.jpg

match local benefit obligations as closely as possible. Changes in our discount rates were primarily the result of changes in bond yields year-over-year. Our expected health care cost trend rate is based on historical costs.

For the periods presented, we measure service and interest costs for other postretirement benefits by applying the specific spot rates along a yield curve used to measure plan obligations to the plans’ liability cash flows. We believe this approach provides a good measurement of service and interest costs by aligning the timing of the plans’ liability cash flows to the corresponding spot rates on the yield curve.

Net Periodic Postretirement Health Care (Benefits)/Costs

The net periodic postretirement benefit was $12 million, $11 million and $5 million for the years ended December 31, 2025, 2024 and 2023, respectively.

We used the following weighted-average assumptions to determine our net periodic postretirement health care cost:

U.S. PlansNon-U.S. Plans
For the Years Ended December 31,For the Years Ended December 31,
202520242023202520242023
Discount rate5.70%5.20%5.53%5.77%5.72%6.07%
Expected rate of return on plan assets7.50%7.25%————
Health care cost trend rate7.00%6.50%7.00%4.98%5.04%5.98%

Future Benefit Payments

Our estimated future benefit payments for our postretirement health care plans at December 31, 2025 were (in millions):

202620272028202920302031-2035
U.S. Plans$9$4$4$4$4$24
Non-U.S. Plans5555527

Other Costs

We made contributions to multiemployer medical plans totaling $18 million in 2025, $17 million in 2024 and $18 million in 2023. These plans provide medical benefits to active employees and retirees under certain collective bargaining agreements.

Postemployment Benefit Plans

Obligations

Our postemployment plans are not funded. The changes in and the amount of the accrued benefit obligation were:

As of December 31,
20252024
(in millions)
Accrued benefit obligation at January 1$93$92
Service cost99
Interest cost87
Benefits paid(27)(21)
Actuarial (gains)/losses(5)6
Accrued benefit obligation at December 31$78$93

The accrued benefit obligation was determined using a weighted-average discount rate of 6.3% in 2025 and 9.1% in 2024, an assumed weighted-average ultimate annual turnover rate of 0.7% in 2025 and 0.8% in 2024, assumed compensation cost increases of 4.0% in 2025 and 2024 and assumed benefits as defined in the respective plans.

Postemployment costs arising from actions that offer employees benefits in excess of those specified in the respective plans are charged to expense when incurred.

94mdlz-10k-footer-02.jpg

Net Periodic Postemployment Costs

The net periodic postemployment cost was $20 million for the years ended December 31, 2025 and 2024 and $4 million for the year ended December 31, 2023.

As of December 31, 2025, the estimated net gain for the postemployment benefit plans that we expect to amortize from accumulated other comprehensive earnings/(losses) into net periodic postemployment costs during 2026 is approximately $2 million.

Note 11. Commitments and Contingencies

Legal Proceedings

We routinely are involved in various pending or threatened legal proceedings, claims, disputes, regulatory matters and governmental inquiries, inspections or investigations arising in the ordinary course of or incidental to our business, including those noted below in this section. We record provisions in the consolidated financial statements for pending legal matters when we determine that an unfavorable outcome is probable, and the amount of the loss can be reasonably estimated. For matters we have not provided for that are reasonably possible to result in an unfavorable outcome, management is unable to estimate the possible loss or range of loss or such amounts have been determined to be immaterial. At present we believe that the ultimate outcome of these legal proceedings and regulatory and governmental matters, individually and in the aggregate, will not materially harm our financial position, results of operations or cash flows. However, legal proceedings and regulatory and governmental matters are subject to inherent uncertainties, and unfavorable rulings or other events could occur. Unfavorable resolutions could involve substantial fines, civil or criminal penalties, and other expenditures. In addition, in matters for which conduct remedies are sought, unfavorable resolutions could include an injunction or other order prohibiting us from selling one or more products at all or in particular ways, precluding particular business practices or requiring other equitable remedies. An unfavorable outcome might result in a material adverse impact on our business, results of operations or financial position.

On April 1, 2015, the U.S. Commodity Futures Trading Commission ("CFTC") filed a complaint against Kraft Foods Group and Mondelēz Global LLC (“Mondelēz Global”) in the U.S. District Court for the Northern District of Illinois (the "District Court") related to the trading of December 2011 wheat futures contracts that occurred prior to the spin-off of Kraft Foods Group. The complaint alleged that Mondelēz Global: (1) manipulated or attempted to manipulate the wheat markets during the fall of 2011; (2) violated position limit levels for wheat futures; and (3) engaged in non-competitive trades. On May 13, 2022, the District Court approved a settlement agreement between the CFTC and Mondelēz Global. The terms of the settlement, which are available in the District Court’s docket, had an immaterial impact on our financial position, results of operations and cash flows and did not include an admission by Mondelēz Global. Several class action complaints also were filed against Mondelēz Global in the District Court by investors who copied and expanded upon the CFTC allegations in a series of private claims for monetary damages as well as injunctive, declaratory, and other unspecified relief. In June 2015, these suits were consolidated in the United States District Court for the Northern District of Illinois as case number 15-cv-2937, Harry Ploss et al. v. Kraft Foods Group, Inc. and Mondelēz Global LLC. On January 3, 2020, the District Court granted plaintiffs' request to certify a class. In November 2022, the District Court adjourned the trial date it had previously set for November 30, 2022 and ordered the parties to brief Kraft’s motions to decertify the class and for summary judgment, which has been completed. The District Court heard argument on these motions in March 2024 and took them under submission. It is not possible to predict the outcome of these matters; however, based on our Separation and Distribution Agreement with Kraft Foods Group dated as of September 27, 2012, we expect to bear any monetary penalties or other payments in connection with the class action.

As previously disclosed, in November 2019, the European Commission informed us that it initiated an investigation into our alleged infringement of European Union competition law through certain practices allegedly restricting cross-border trade within the European Economic Area. In the second quarter of 2024, we reached a negotiated resolution in this matter. At that time, we had accrued on a pre-tax basis, a liability of €337.5 million ($376 million). Pursuant to the terms of the agreed settlement, we fulfilled our payment obligation in August 2024. We do not anticipate any modification of our business practices and agreements that would have a material impact on our ongoing business operations within the European Union.

95mdlz-10k-footer-02.jpg

Third-Party Guarantees

We enter into third-party guarantees primarily to cover long-term obligations of our vendors. As part of these transactions, we guarantee that third parties will make contractual payments or achieve performance measures. As of December 31, 2025 and December 31, 2024, we had no material third-party guarantees recorded on our consolidated balance sheets.

Tax Matters

We are a party to various tax matter proceedings incidental to our business. These proceedings are subject to inherent uncertainties, and unfavorable outcomes could subject us to additional tax liabilities and could materially adversely impact our business, results of operations or financial position.

Note 12. Capital Stock

Our amended and restated articles of incorporation authorize 5.0 billion shares of Common Stock and 500 million shares of preferred stock. There were no preferred shares issued and outstanding at December 31, 2025, 2024 and 2023. Shares of Common Stock issued, in treasury and outstanding, were:

Shares IssuedTreasury SharesShares Outstanding
Balance at January 1, 20231,996,537,778(630,646,687)1,365,891,091
Shares repurchased—(22,564,627)(22,564,627)
Exercise of stock options and issuance of other stock awards—5,156,2415,156,241
Balance at December 31, 20231,996,537,778(648,055,073)1,348,482,705
Shares repurchased—(36,152,376)(36,152,376)
Exercise of stock options and issuance of other stock awards—5,498,8095,498,809
Balance at December 31, 20241,996,537,778(678,708,640)1,317,829,138
Shares repurchased—(39,604,831)(39,604,831)
Exercise of stock options and issuance of other stock awards—3,352,1073,352,107
Balance at December 31, 20251,996,537,778(714,961,364)1,281,576,414

Stock plan awards to employees and non-employee directors are issued from treasury shares. At December 31, 2025, 68.1 million shares of Common Stock held in treasury were reserved for stock options and other stock awards.

Share Repurchase Program

Effective January 1, 2025, our Board of Directors approved a program authorizing the repurchase of $9.0 billion of our Common Stock through December 31, 2027. Repurchases under the program are determined by management and are wholly discretionary.

During the year ended December 31, 2025, we repurchased approximately 40 million shares of Common Stock at an average cost of $58.02 per share, or an aggregate cost of approximately $2.3 billion, all of which was paid during the period. All share repurchases were funded through available cash and commercial paper issuances. As of December 31, 2025, we have approximately $6.7 billion in remaining share repurchase capacity.

96mdlz-10k-footer-02.jpg

Note 13. Stock Plans

Under our 2024 Performance Incentive Plan (the “2024 PIP”), we are authorized through May 21, 2034 to issue a maximum of 50.7 million shares of our Common Stock. As of December 31, 2025, there were 47.0 million shares available to be granted.

Stock Compensation Plans

Stock Options

We recorded compensation expense related to stock options held by our employees of $27 million in 2025, $30 million in 2024 and $25 million in 2023 in our results from continuing operations. The deferred tax benefit recorded related to this compensation expense was $3 million in 2025, $5 million in 2024 and $4 million in 2023. The unamortized compensation expense related to our employee stock options was $19 million at December 31, 2025 and is expected to be recognized over a weighted-average period of 1.6 years.

Our weighted-average Black-Scholes Model fair value assumptions were:

Risk-Free Interest RateExpected LifeExpected VolatilityExpected Dividend YieldFair Value at Grant Date
20254.06%6 years22.52%3.09%$12.63
20244.21%5 years20.93%2.33%$15.23
20234.18%5 years20.97%2.32%$13.57

The risk-free interest rate represents the constant maturity U.S. government treasuries rate with a remaining term equal to the expected life of the options. The expected life is the period over which our employees are expected to hold their options. Volatility reflects historical movements in our stock price for a period commensurate with the expected life of the options. The dividend yield reflects the dividend yield in place at the time of the historical grants.

Stock option activity is reflected below:

Shares Subject to OptionWeighted- Average Exercise or Grant Price Per ShareAverage Remaining Contractual TermAggregate Intrinsic Value
Balance at January 1, 202320,490,250$46.31$417million
Granted2,476,32065.39
Exercised (1)(3,894,213)39.59$123million
Canceled(394,237)59.41
Balance at December 31, 202318,678,12049.96$420million
Granted2,297,63073.03
Exercised (1)(4,096,571)43.30$121million
Canceled(400,010)63.40
Balance at December 31, 202416,479,16954.51$135million
Granted2,025,00065.13
Exercised (1)(2,258,520)42.59$49million
Canceled(523,730)67.18
Balance at December 31, 202515,721,91957.175 years$55million
Exercisable at December 31, 202512,029,81953.924 years$55million

(1)Cash received from options exercised was $94 million in 2025, $175 million in 2024 and $152 million in 2023. The excess income tax benefit from stock option exercises was $7 million in 2025, $19 million in 2024 and $21 million in 2023.

97mdlz-10k-footer-02.jpg

Performance Share Units and Deferred Stock Units

We recorded compensation expense related to PSUs and DSUs of $87 million in 2025, $117 million in 2024 and $121 million in 2023 in our results from continuing operations. The deferred tax benefit recorded related to this compensation expense was $14 million in 2025, $19 million in 2024 and $18 million in 2023. The unamortized compensation expense related to our PSUs and DSUs was $129 million at December 31, 2025 and is expected to be recognized over a weighted-average period of 1.8 years.

Our PSU and DSU activity is reflected below:

Number of SharesWeighted-Average Fair Value Per Share (3)Weighted-Average Aggregate Fair Value
Balance at January 1, 20234,451,674$60.12
Units granted:
Performance share units (1)1,312,82067.48
Deferred stock units926,28865.99
Total units granted (1)2,239,10866.86$150million
Vested (1) (2)(1,772,439)61.92$110million
Forfeited(365,177)62.66
Balance at December 31, 20234,553,16662.53
Units granted:
Performance share units (1)1,517,64367.76
Deferred stock units930,65572.35
Total units granted (1)2,448,29869.50$170million
Vested (1) (2)(2,075,329)58.51$121million
Forfeited(389,561)66.91
Balance at December 31, 20244,536,57467.76
Units granted:
Performance share units (1)1,438,01567.95
Deferred stock units1,443,75863.19
Total units granted (1)2,881,77365.56$189million
Vested (1) (2)(1,562,811)63.29$99million
Forfeited(518,412)69.30
Balance at December 31, 20255,337,12467.73

(1)Includes incremental PSUs issued over target.

(2)The income tax shortfall upon vesting of PSUs and DSUs was $1 million in 2025 and the excess tax benefit upon vesting of PSUs and DSUs was $7 million in 2024 and $3 million in 2023.

(3)The grant date fair value of PSUs is determined based on the Monte Carlo simulation model for the market-based total shareholder return component and the closing market price of the Company’s stock on the grant date for performance-based components. The Monte Carlo simulation model incorporates the probability of achieving the total shareholder return market condition. Compensation expense is recognized using the grant date fair values regardless of whether the market condition is achieved, as long as the requisite service has been provided.

98mdlz-10k-footer-02.jpg

Note 14. Accumulated Other Comprehensive Earnings/(Losses)

The following table summarizes the changes in the accumulated balances of each component of accumulated other comprehensive earnings/(losses). Amounts reclassified from accumulated other comprehensive earnings/(losses) to net earnings (net of tax) were net losses of $411 million in 2025, $21 million in 2024 and $84 million in 2023.

For the Years Ended December 31,
202520242023
(in millions)
Currency Translation Adjustments:
Balance at beginning of period$(11,017)$(9,574)$(9,808)
Currency translation adjustments782(1,390)177
Tax effect79(63)52
Other comprehensive earnings/(losses)861(1,453)229
less: other comprehensive (earnings)/loss attributable to noncontrolling interests(24)105
Balance at end of period(10,180)(11,017)(9,574)
Pension and Other Benefit Plans:
Balance at beginning of period$(1,402)$(1,323)$(1,105)
Net actuarial gain/(loss) arising during period(5)(233)(229)
Tax effect on net actuarial gain/(loss)895139
Losses/(gains) reclassified into net earnings:
Amortization of net loss and prior service (1)615225
Settlement losses and other expenses (1)3481418
Tax expense/(benefit) on reclassifications (3)(100)(14)(11)
Currency impact(126)51(60)
Other comprehensive earnings/(losses)267(79)(218)
Balance at end of period(1,135)(1,402)(1,323)
Derivative Cash Flow Hedges:
Balance at beginning of period$(52)$(49)$(34)
Interest rate contracts gains/(losses)(1)(3)(15)
Cross-currency swap contracts gains/(losses)(81)20(35)
Other derivative gains/(losses)(7)1(11)
Tax effect on net derivative gain/(loss)(3)6(4)
Losses/(gains) reclassified into net earnings:
Interest rate contracts (2)6108
Cross-currency swap contracts (2)90(42)40
Other derivative contracts (2)—4—
Tax expense/(benefit) on reclassifications (3)6(3)4
Currency impact(7)4(2)
Other comprehensive earnings/(losses)3(3)(15)
Balance at end of period(49)(52)(49)
Accumulated other comprehensive losses:
Balance at beginning of period$(12,471)$(10,946)$(10,947)
Total other comprehensive earnings/(losses)1,131(1,535)(4)
less: other comprehensive (earnings)/loss attributable to noncontrolling interests(24)105
Other comprehensive earnings/(losses)1,107(1,525)1
Balance at end of period$(11,364)$(12,471)$(10,946)

(1)These reclassified losses/(gains) are included in net periodic benefit costs disclosed in Note 10, Benefit Plans.

(2)These reclassified losses/(gains) are recorded within interest and other expense, net.

(3)Taxes reclassified to earnings are recorded within the provision for income taxes.

99mdlz-10k-footer-02.jpg

Note 15. Restructuring

2025 Restructuring Actions

In the fourth quarter of 2025, we implemented restructuring actions to reduce our cost structure and streamline our operations. We incurred charges of $24 million in connection with those actions for employee severance and related costs. Those charges are classified within asset impairment and exit costs and our cash payments for those charges through December 31, 2025 were not material.

Simplify to Grow Program

In 2014, our Board of Directors approved a multi-year restructuring program (“Simplify to Grow Program”), to reduce our operating cost structure in both our supply chain and overhead costs. Total restructuring and related implementation charges of $5.4 billion were incurred throughout the Simplify to Grow Program, which ended in December 2024.

We recorded restructuring charges of $77 million in 2024 and $106 million in 2023, primarily within asset impairment and exit costs. We recorded implementation costs of $72 million in 2024 and $25 million in 2023 within cost of sales and selling, general and administrative expenses.

The Simplify to Grow Program restructuring liability activity for the years ended December 31, 2025 and 2024 was:

Severance and related costsAsset Write-downs and OtherTotal
(in millions)
Liability Balance, January 1, 2024$191$—$191
Charges562177
Cash spent(48)—(48)
Non-cash items(1)(21)(22)
Currency(10)—(10)
Liability Balance, December 31, 2024188—188
Payments(59)—(59)
Currency and other(5)—(5)
Liability balance, December 31, 2025$124$—$124

The liability for restructuring charges is included within other current liabilities and other liabilities.

100mdlz-10k-footer-02.jpg

Note 16. Income Taxes

Earnings/(losses) from continuing operations before income taxes and the provision for income taxes consisted of:

For the Years Ended December 31,
202520242023
(in millions)
Earnings/(losses) from continuing operations before income taxes:
United States$750$1,688$1,500
Outside United States2,2644,5734,380
$3,014$6,261$5,880
Provision for income taxes:
United States federal:
Current$102$268$667
Deferred5498(167)
156366500
State and local:
Current(3)83123
Deferred828(50)
511173
Total United States161477573
Outside United States:
Current667861784
Deferred(46)131180
Total outside United States621992964
Total provision for income taxes$782$1,469$1,537
101mdlz-10k-footer-02.jpg

The effective income tax rate on pre-tax earnings differed from the U.S. federal statutory rate as follows:

For the Year Ended December 31,
2025
(in millions)
U.S. federal statutory rate$63321.0%
State and local income taxes, net of federal tax effect371.2%
Foreign tax effects:
Brazil:
Nontaxable or nondeductible items(34)(1.1)%
Other - Brazil100.3%
China551.8%
Germany:
Nontaxable or nondeductible items(44)(1.5)%
Other - Germany70.2%
Russia:
Cross-border tax laws - withholding tax331.1%
Other - Russia240.8%
Singapore(37)(1.2)%
Switzerland:
Changes in valuation allowances451.5%
Other - Switzerland(44)(1.5)%
Other foreign jurisdictions1625.4%
Effects of changes in tax laws or rates enacted in the current period——%
Effects of cross-border tax laws (net of foreign tax credits):
Global intangible low-taxed income571.9%
Other(64)(2.1)%
Tax credits(17)(0.6)%
Changes in valuation allowances351.2%
Nontaxable or nondeductible items100.3%
Changes in unrecognized tax benefits(88)(2.9)%
Other20.1%
Effective tax rate$78225.9%

The following states make up more than 50% of state income tax expense: California, Illinois, Texas, New Jersey and Pennsylvania.

102mdlz-10k-footer-02.jpg
For the Years Ended December 31,
20242023
U.S. federal statutory rate21.0%21.0%
Increase/(decrease) resulting from:
State and local income taxes, net of federal tax benefit1.2%(0.1)%
Foreign rate differences3.0%2.0%
Changes in judgment on realizability of deferred tax assets(0.2)%(0.1)%
Net change in tax accruals0.5%(0.2)%
Tax accrual on investment in KDP (including tax impact of share sales)—%2.8%
Excess tax benefits from equity compensation(0.4)%(0.4)%
Tax legislation0.2%1.4%
Business sales—%(0.5)%
Tax benefit from legal entity reorganization(2.3)%—%
Foreign tax provisions under TCJA (GILTI, FDII and BEAT) (1)0.5%0.6%
Tax impacts from the European Commission legal matter—%(0.4)%
Effective tax rate23.5%26.1%

(1)The Tax Cuts and Jobs Act of 2017 (“TCJA”) established the Global Intangible Low-Tax Income (“GILTI”) provision, which taxes U.S. allocated expenses and certain income from foreign operations; the Foreign-Derived Intangible Income (“FDII”) provision, which allows a deduction against certain types of U.S. taxable income resulting in a lower effective U.S. tax rate on such income; and the Base Erosion Anti-abuse Tax (“BEAT”), which is a minimum tax based on cross-border service payments by U.S. entities.

Our 2025 effective tax rate was 25.9%, higher than the 21% U.S. federal statutory rate due to the net unfavorable impacts of our jurisdictional mix of pretax income, foreign provisions under U.S. tax laws and a net increase to valuation allowances. This was partially offset by favorable tax benefits related to audit settlements, final 2024 tax return filings and the tax treatment of certain foreign pension assets.

Our 2024 effective tax rate of 23.5% was higher than the 21% U.S. federal statutory rate due to the net unfavorable impact attributable to our jurisdictional mix of pretax income and applicable tax rates as well as unfavorable foreign provisions under U.S. tax laws, partially offset by a net benefit resulting from a legal entity reorganization associated with a prior year acquisition.

Our 2023 effective tax rate of 26.1% was higher than the 21% U.S. federal statutory rate due to a $125 million net tax expense incurred in connection with the KDP share sale during the first quarter of 2023 (the earnings were reported separately on our statement of earnings and thus not included in earnings before income taxes). Excluding these impacts, our effective tax rate was 24.0%, which reflects unfavorable foreign provisions under U.S. tax laws as well as net unfavorable impacts from the mix of pretax income and applicable tax rates in various non-U.S. jurisdictions. The 24.0% included a $150 million net tax expense related to pretax gains and losses on KDP marketable securities. It also included a favorable discrete net tax benefit of $40 million, driven primarily by a $51 million net benefit from the release of liabilities for uncertain tax positions due to expirations of statutes of limitations and audit settlements in several jurisdictions and a $24 million benefit for the expected tax deduction on the European Commission legal matter, partially offset by a $63 million expense from updating our Swiss tax reform position in Switzerland as it relates to the 2024 tax year.

103mdlz-10k-footer-02.jpg

Cash taxes paid, net of refunds, were as follows:

For the Year Ended December 31,
2025
(in millions)
U.S. Federal$338
U.S. State45
Total U.S.383
Foreign:
China91
Russia69
Switzerland63
Other foreign468
Total foreign691
Total$1,074

Tax effects of temporary differences that gave rise to deferred income tax assets and liabilities consisted of:

As of December 31,
20252024
(in millions)
Deferred income tax assets:
Accrued postretirement and postemployment benefits$44$50
Other employee benefits168154
Accrued expenses629647
Loss carryforwards752681
Tax credit carryforwards773736
Other763527
Total deferred income tax assets3,1292,795
Valuation allowance(1,448)(1,291)
Net deferred income tax assets$1,681$1,504
Deferred income tax liabilities:
Intangible assets$(3,310)$(3,083)
Property, plant and equipment(875)(777)
Accrued pension costs(10)(74)
Other(680)(662)
Total deferred income tax liabilities(4,875)(4,596)
Net deferred income tax liabilities$(3,194)$(3,092)

Our significant valuation allowances are in the U.S. and Switzerland. The U.S. valuation allowance relates to excess foreign tax credits generated by the deemed repatriation under U.S. tax reform while the Swiss valuation allowance reduces the deferred tax asset related to amortizable intangible assets to the amount more likely than not to be realized. Our total valuation allowance was $1,291 million as of January 1, 2025 and $1,448 million as of December 31, 2025. The $157 million net change, which includes currency impacts, consisted of $193 million additions less $36 million reductions.

At December 31, 2025, the Company has tax-effected loss carryforwards of $752 million, of which $31 million will expire at various dates between 2026 and 2045 and the remaining $721 million can be carried forward indefinitely.

104mdlz-10k-footer-02.jpg

As of December 31, 2025, the company is indefinitely reinvested in certain unremitted earnings that have already been subject to U.S. tax; these earnings would incur approximately $125 million of local tax if repatriated, which has not been recognized in our consolidated financial statements.

The changes in our unrecognized tax benefits were:

For the Years Ended December 31,
202520242023
(in millions)
January 1$436$442$424
Increases from positions taken during prior periods372533
Decreases from positions taken during prior periods(54)(7)(35)
Increases from positions taken during the current period274055
Decreases relating to settlements with taxing authorities(58)(20)(11)
Reductions resulting from the lapse of the applicable statute of limitations(14)(20)(29)
Currency/other26(24)5
December 31$400$436$442

As of January 1, 2025, our unrecognized tax benefits were $436 million. If we had recognized all of these benefits, the net impact on our income tax provision would have been $348 million. Our unrecognized tax benefits were $400 million at December 31, 2025, and if we had recognized all of these benefits, the net impact on our income tax provision would have been $326 million. We include accrued interest and penalties related to uncertain tax positions in our tax provision. We had accrued interest and penalties of $190 million as of January 1, 2025 and $191 million as of December 31, 2025. Our 2025 provision for income taxes included $8 million benefit for interest and penalties.

In connection with the 2017 enacted U.S. tax reform, we recorded a $1.3 billion transition tax liability that is payable in installments through 2026. As of December 31, 2025, the remaining liability was approximately $90 million.

Our income tax filings are regularly examined by federal, state and non-U.S. tax authorities. U.S. federal, state and non-U.S. jurisdictions have statutes of limitations generally ranging from three to five years; however, these statutes are often extended by mutual agreement with the tax authorities. The earliest year still open to examination by U.S. federal and state tax authorities is 2016 and the years still open to examination by non-U.S. tax authorities in major jurisdictions include (earliest open tax year in parentheses): India (2005), Switzerland (2019), China (2015) and Greece (2018).

105mdlz-10k-footer-02.jpg

Note 17. Earnings per Share

Basic and diluted earnings per share (“EPS”) were calculated as follows:

For the Years Ended December 31,
202520242023
(in millions, except per share data)
Net earnings$2,466$4,623$4,968
less: Noncontrolling interest earnings(15)(12)(9)
Net earnings attributable to Mondelēz International$2,451$4,611$4,959
Weighted-average shares for basic EPS1,2941,3411,363
plus: Dilutive effect of outstanding stock awards467
Weighted-average shares for diluted EPS1,2981,3471,370
Basic earnings per share attributable to Mondelēz International$1.89$3.44$3.64
Diluted earnings per share attributable to Mondelēz International$1.89$3.42$3.62

We exclude antidilutive Mondelēz International share-based payment awards from our calculation of weighted-average shares for diluted EPS, which were 4.1 million for the year ended December 31, 2025, 3.4 million for the year ended December 31, 2024 and 2.9 million for the year ended December 31, 2023.

Note 18. Segment Reporting

We manufacture and market primarily snack food products, including chocolate, biscuits and baked snacks, as well as gum & candy, cheese & grocery and powdered beverages.

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

Our operations and management structure are organized into four operating segments which are also our reportable segments:

  • Latin America

  • AMEA

  • Europe

  • North America

Our Chief Operating Decision Maker (“CODM”) is our Chief Executive Officer. Our CODM uses segment operating income in the annual plan and forecasting process and considers actual versus plan variances in assessing the performance of the segment. The CODM also uses segment operating income as an input to the overall compensation measures for segment management under our incentive compensation plans. Segment operating income excludes certain mark-to-market impacts on commodity and foreign currency derivatives (which are primarily a component of cost of sales), general corporate expenses (which are a component of selling, general and administrative expenses), amortization of intangibles, gains and losses on divestitures and acquisition-related costs (which are a component of selling, general and administrative expenses) in all periods presented. We exclude these items from segment operating income in order to provide better transparency of our segment operating results. Furthermore, we centrally manage benefit plan non-service income and interest and other expense, net. Accordingly, we do not present these items by segment because they are excluded from the segment profitability measure that our CODM reviews. Additionally, assets for reportable segments are not disclosed as such information is not regularly reviewed by the Company's CODM.

106mdlz-10k-footer-02.jpg

Our segment net revenue, significant segment expenses and operating income by reportable segment were as follows:

For The Year Ended December 31, 2025
(in millions)
Latin AmericaAMEAEuropeNorth AmericaTotal
Net revenues$4,899$7,932$15,027$10,679$38,537
Segment cost of sales(3,315)(5,322)(10,835)(6,784)(26,256)
Segment selling, general and administrative expenses (1)(1,015)(1,625)(2,372)(1,991)(7,003)
Segment operating income$569$985$1,820$1,9045,278
Mark-to-market losses from derivatives(1,341)
General corporate expenses(260)
Amortization of intangible assets(142)
Gain on divestiture13
Operating income$3,548
For The Year Ended December 31, 2024
(in millions)
Latin AmericaAMEAEuropeNorth AmericaTotal
Net revenues$4,926$7,296$13,309$10,910$36,441
Segment cost of sales(3,230)(4,382)(8,631)(6,491)(22,734)
Segment selling, general and administrative expenses (1)(1,164)(1,722)(2,610)(1,927)(7,423)
Segment operating income$532$1,192$2,068$2,4926,284
Mark-to-market gains from derivatives543
General corporate expenses(330)
Amortization of intangible assets(153)
Gain on acquisition4
Acquisition-related costs(3)
Operating income$6,345
For The Year Ended December 31, 2023
(in millions)
Latin AmericaAMEAEuropeNorth AmericaTotal
Net revenues$5,006$7,075$12,857$11,078$36,016
Segment cost of sales(3,284)(4,320)(8,359)(6,474)(22,437)
Segment selling, general and administrative expenses (1)(1,193)(1,642)(2,520)(2,512)(7,867)
Segment operating income$529$1,113$1,978$2,0925,712
Mark-to-market gains from derivatives189
General corporate expenses(356)
Amortization of intangible assets(151)
Gain on divestiture108
Operating income$5,502

(1) SG&A for all reportable segments includes: Advertising & consumer expenses and overhead expenses.

107mdlz-10k-footer-02.jpg

Total depreciation expense and capital expenditures by segment, reflecting our current segment structure for all periods presented, were:

For the Years Ended December 31,
202520242023
(in millions)
Depreciation expense (2):
Latin America$146$151$152
AMEA171162155
Europe315275241
North America177177152
Corporate444541
Total depreciation expense$853$810$741

(2)Includes depreciation expense related to owned property, plant and equipment. Does not include amortization of intangible assets or leased assets. Refer to the consolidated statement of cash flows for total depreciation and amortization expenses.

For the Years Ended December 31,
202520242023
(in millions)
Capital expenditures:
Latin America$215$199$164
AMEA278309249
Europe500550399
North America267291257
Corporate193843
Total capital expenditures$1,279$1,387$1,112

Geographic data for net revenues (recognized in the countries where products are sold from) and long-lived assets, excluding deferred taxes, goodwill, intangible assets and equity method investments, were:

For the Years Ended December 31,
202520242023
(in millions)
Net revenues:
United States$9,343$9,469$9,581
Other29,19426,97226,435
Total net revenues$38,537$36,441$36,016
As of December 31,
202520242023
(in millions)
Long-lived assets:
United States$2,142$2,346$2,226
Mexico1,3001,0761,331
Other10,1279,0008,749
Total long-lived assets$13,569$12,422$12,306
108mdlz-10k-footer-02.jpg

Disaggregation of Net Revenue

Net revenues by product category, reflecting our current segment structure for all periods presented, were:

For the Year Ended December 31, 2025
Latin AmericaAMEAEuropeNorth AmericaTotal
(in millions)
Biscuits & Baked Snacks$1,155$2,935$4,970$9,331$18,391
Chocolate1,4143,0477,79943612,696
Gum & Candy1,5079896529124,060
Beverages344517145—1,006
Cheese & Grocery4794441,461—2,384
Total net revenues$4,899$7,932$15,027$10,679$38,537
For the Year Ended December 31, 2024
Latin AmericaAMEAEuropeNorth AmericaTotal
(in millions)
Biscuits & Baked Snacks$1,199$2,573$4,425$9,605$17,802
Chocolate1,2762,8316,77336811,248
Gum & Candy1,5129476449374,040
Beverages454525117—1,096
Cheese & Grocery4854201,350—2,255
Total net revenues$4,926$7,296$13,309$10,910$36,441
For the Year Ended December 31, 2023
Latin AmericaAMEAEuropeNorth AmericaTotal
(in millions)
Biscuits & Baked Snacks$1,193$2,488$4,429$9,519$17,629
Chocolate1,3572,6906,22534710,619
Gum & Candy1,5098938121,2124,426
Beverages457593135—1,185
Cheese & Grocery4904111,256—2,157
Total net revenues$5,006$7,075$12,857$11,078$36,016
109mdlz-10k-footer-02.jpg

Previous: Item 7A. Quantitative and Qualitative Disclosures about Market Risk. · Next: Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.