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What changed in Mondelez International's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Mondelez International's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+416 added−487 removedSource: 10-K (2026-02-04) vs 10-K (2025-02-05)

Top changes in Mondelez International's 2025 10-K

416 paragraphs added · 487 removed · 338 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

53 edited+2 added−4 removed62 unchanged
Biggest changeHe previously served as CEO of Danone North America, a business unit of Danone SA, a global food and beverage company, from January 2014 until April 2017 and CEO Danone North America from September 2017 until December 2022. Mr. Lozano spent more than 24 years at Danone in various leadership roles across Latin America including President, Danone Brazil. Mr.
Biggest changeLozano spent more than 21 years at Danone SA, a global food and beverage company, in a variety of roles with increasing responsibility. Most recently, he served as CEO at Danone North America from January 2014 to July 2016 and from September 2017 to December 2020. 10 Table of Contents Mr.
We plan to test, learn and scale new product offerings quickly to meet diverse and evolving local and global snacking demand. • Drive operational excellence. Our operational excellence and continuous improvement plans include a special focus on the consumer-facing areas of our business and optimizing our sales, marketing and customer service efforts.
We plan to test, learn and scale new product offerings quickly to meet diverse and evolving global and local snacking demand. • Drive operational excellence. Our operational excellence and continuous improvement plans include a special focus on the consumer-facing areas of our business and optimizing our sales, marketing and customer service efforts.
Research, Development and Innovation Our innovation and new product development objectives include continuous improvement in food safety and quality, growth through new products, superior consumer satisfaction and reduced production costs. We have established a robust framework for innovation to drive a technology pipeline supporting the creation of new product bundles across short-, medium- and long-term horizons.
Research, Development and Innovation Our innovation and new product development objectives include growth through new products, superior consumer satisfaction, reduced production costs and continuous improvement in food safety and quality. We have established a robust framework for innovation to drive a technology pipeline supporting the creation of new product bundles across short-, medium- and long-term horizons.
These bundles enhance our portfolio to address evolving consumer preferences and market trends, nutritional needs as well as reduce our environmental impact. We work to test and learn new ideas and implement successful ones into other areas of our business.
These bundles enhance our portfolio to address evolving consumer preferences, market trends and nutritional needs, as well as reduce our environmental impact. We work to test and learn new ideas and implement successful ones into other areas of our business.
Lilak was Senior Vice President, Chief Human Resources Officer at Dunkin’ Brands Group Inc., a multinational coffee and doughnut company, from July 2019 to November 2021. Prior to Dunkin’ Brands, Ms. Lilak spent 23 years with General Mills Inc., a global consumer foods manufacturer and marketer, in roles of increasing responsibility.
Previously, Ms. Lilak was Senior Vice President, Chief Human Resources Officer at Dunkin’ Brands Group Inc., a multinational coffee and doughnut company, from July 2019 to November 2021. Prior to Dunkin’ Brands, Ms. Lilak spent 23 years with General Mills Inc., a global consumer foods manufacturer and marketer, in roles of increasing responsibility.
For additional information, refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations and Commodity Trends . Human Capital We believe the strength of our workforce is one of the significant contributors to our success as a purpose-led, global company. All our employees contribute to our success and help us drive strong financial performance.
For additional information, refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations and Commodity Trends . Human Capital We believe the strength of our workforce is one of the significant contributors to our success as a purpose-led, global company. Our employees contribute to our success and help us drive strong financial performance.
By acting on results both at an aggregate enterprise level and a department/business/work group level, we have been able to enhance our culture and improve our overall engagement. Total Rewards : As part of our total rewards philosophy, we offer competitive compensation and benefits to attract and retain top talent.
By acting on results both at an aggregate enterprise level and a department/business/work group level, we have been able to enhance our culture and improve our overall engagement. Total Rewards : As part of our total rewards philosophy, we aim to offer competitive compensation and benefits to attract and retain top talent.
We continue to focus on creating an inclusive culture for employees, providing all employees with opportunities through our development programs and policies. We believe a culture where employees feel heard and managers take action is key to building a highly-engaged workforce that can deliver sustainable business growth.
We continue to focus on creating an inclusive culture for employees, providing employees with opportunities through our development programs and policies. We believe a culture where employees feel heard and managers take action is key to building a highly-engaged workforce that can deliver sustainable business growth.
For more information on our U.S. and non-U.S. operations, refer to Note 18, Segment Reporting; on our manufacturing and other facilities, refer to Item 2, Properties ; and on risks related to our operations outside the United States, see Item 1A, Risk Factors .
For more information on our U.S. and non-U.S. operations, refer to Note 18, Segment Reporting; on our manufacturing and other facilities, refer to Item 2, Properties ; and on risks related to our operations outside the United States, refer to Item 1A, Risk Factors .
Sustainability and Mindful Snacking Snacking Made Right is the lens through which we determine our ESG priorities to deliver on our mission of leading the future of snacking by offering the right snack, for the right moment, made the right way. We have a clear strategic approach to making snacking right, so we can drive innovative, more sustainable business growth.
Sustainability and Mindful Snacking Snacking Made Right is the lens through which we determine our ESG priorities to deliver on our mission of leading the future of snacking by offering the right snack, for the right moment, made the right way. We have a defined strategic approach to making snacking right, so we can drive innovative, more sustainable business growth.
The Audit Committee of our Board of Directors oversees our safety priorities, goals and performance, as well as our ESG-related disclosure in SEC filings, including controls and assurance. Our ESG goals are part of our risk and strategic planning processes and are also embedded across our organization and within our annual incentive compensation program for our leadership.
The Audit Committee of our Board of Directors oversees our safety priorities, goals and performance, as well as our ESG-related disclosures in SEC filings, including controls and assurance. Our ESG goals are part of our risk and strategic planning processes and are also embedded across our organization and within our annual incentive compensation program for our leadership.
We also sell products directly to businesses and consumers through various pure play e-retail platforms, retailer digital platforms, our direct-to-consumer websites and social media platforms. No single customer accounted for 10% or more of our net revenues from continuing operations in 2024.
We also sell products directly to businesses and consumers through various pure play e-retail platforms, retailer digital platforms, our direct-to-consumer websites and social media platforms. No single customer accounted for 10% or more of our net revenues from continuing operations in 2025.
For a discussion of long-term demographics, consumer trends and demand, refer to our Financial Outlook within Management’s Discussion and Analysis of Financial Condition and Results of Operations . Distribution and Marketing Our product distribution network encompasses direct store delivery, company-owned and satellite warehouses, distribution centers, third party distributors and other facilities.
For a discussion of long-term demographics, consumer trends and demand, refer to Business Trends within Management’s Discussion and Analysis of Financial Condition and Results of Operations . Distribution and Marketing Our product distribution network encompasses direct store delivery, company-owned and satellite warehouses, distribution centers, third party distributors and other facilities.
Examples of laws and regulations that affect our business include, without limitation, workplace safety regulations; selective food taxes; data privacy and cybersecurity; ingredients, products, processing or other food-related 8 Table of Contents restrictions, labeling requirements such as front-of-pack labeling based on nutrient profiles or environmental claims; sales or media and marketing restrictions such as those on promotions or advertising products with specified nutrient profiles on certain channels or platforms or during certain hours of the day; sanctions; export controls on sales or sourcing of raw materials; cross-border trade concessions or border barriers; corporate tax policies of the United States and other countries; and packaging taxes.
Examples of laws and regulations that affect our business include, without limitation, workplace safety regulations; selective food taxes; data privacy and cybersecurity; ingredient, product, processing or other food-related restrictions, labeling requirements such as front-of-pack labeling based on nutrient profiles or environmental claims; sales, media, or marketing restrictions such as those on promotions or advertising products with certain nutrient profiles on certain channels or platforms or during certain hours of the day; sanctions; export controls on sales or 8 Table of Contents sourcing of raw materials; cross-border trade concessions or border barriers; corporate tax policies of the United States and other countries; and packaging taxes.
Workplace Safety and Wellness : We promote a strong culture of safety and prioritize keeping all our employees, contractors and visitors safe. To accomplish this, we employ comprehensive health, safety and environment management policies and standards throughout the organization.
Workplace Safety and Wellness : We seek to promote a strong culture of safety and prioritize keeping our employees, contractors and visitors safe. To accomplish this, we employ comprehensive health, safety and environment management policies and standards throughout the organization.
We believe in supporting a healthy balance between development and advancement of internal talent and infusion of new talent and capabilities to enhance our teams. 6 Table of Contents We invest in our employees through training and development programs, on the job experiences, coaching, as well as tuition reimbursement, for a majority of our employees in the United States to promote continued professional growth.
We believe in supporting a healthy balance between development and advancement of internal talent and infusion of new talent and capabilities to enhance our teams. We invest in our employees through training and development programs, on the job experiences, coaching, as well as tuition reimbursement, for a majority of our employees in the United States to promote continued professional growth.
To grow and maintain our market positions, we 5 Table of Contents focus on meeting consumer needs and preferences through a local-first commercial focus with a broad array of product formats, pack sizes and price points, new digital and other sales and marketing initiatives, product innovation and high standards of product quality.
To grow and maintain our market positions, we focus on meeting consumer needs and preferences through a local-first commercial focus with a broad array of product formats, pack sizes and price points, new digital and other sales and marketing initiatives, product innovation and high standards of product quality.
Our goals include more sustainable sourcing of key ingredients, reducing our environmental footprint, promoting the rights of people across our value chain, and evolving our portfolio to offer a broader range of high-quality snacks addressing consumer needs while encouraging consumers to snack mindfully.
Our goals include more sustainable sourcing of key ingredients, reducing our environmental footprint, promoting the rights of people across 7 Table of Contents our value chain, and evolving our portfolio to offer a broader range of high-quality snacks addressing consumer needs while encouraging consumers to snack mindfully.
Additionally, coaching, mentoring and team-based development solutions are provided to colleagues across all levels to support leadership, team effectiveness and performance. Culture and Employee Engagement: We believe that a diverse workforce with a range of experiences and perspectives is a significant driver of sustainable innovation and growth.
Additionally, coaching, mentoring and team-based development solutions are provided to colleagues to support leadership, team effectiveness and performance. Culture and Employee Engagement: We believe that a diverse workforce with a range of experiences and perspectives is a significant driver of sustainable innovation and growth.
The 2024 independent analysis found no systemic issues and no negative pay gap between non-white and white employees when performing substantially similar work at Mondelēz.
The 2025 independent analysis found no systemic issues and no negative pay gap between non-white and white employees when performing substantially similar work at Mondelēz.
Our regional management teams have responsibility for the business, product categories and financial results in the regions. Please see Note 18, Segment Reporting and Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional information.
Our regional management teams have responsibility for the business, product categories and financial results in the regions. Please refer to Note 18, Segment Reporting and Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional information.
Our advantaged global footprint, operating scale and portfolio of brands have all significantly contributed to building our market-leading positions across most of the product categories in which we sell.
Our advantaged global 5 Table of Contents footprint, operating scale and portfolio of brands have all significantly contributed to building our market-leading positions across most of the product categories in which we sell.
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are available free of charge as soon as possible after we electronically file them with, or furnish them to, the U.S.
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the the Exchange Act, are available free of charge as soon as possible after we electronically file them with, or furnish them to, the U.S.
Attracting, developing and retaining global talent with the right skills to drive our business is central to our purpose, mission and long-term growth strategy. Workforce Profile : At December 31, 2024, we had approximately 90,000 employees.
Attracting, developing and retaining global talent with the right skills to drive our business is central to our purpose, mission and long-term growth strategy. Workforce Profile : At December 31, 2025, we had approximately 91,000 employees.
Specifically, we review strategic positions regularly and identify potential internal candidates to fill those roles, evaluating job skill sets to identify competency gaps and creating developmental plans to facilitate employee professional growth.
Specifically, we review strategic positions regularly and identify potential internal candidates to fill those roles, evaluating job skill sets to identify competency gaps and creating developmental plans to facilitate employee 6 Table of Contents professional growth.
We focus in key areas where we believe we can deliver greater long-term positive impact. Our strategy and goals in these key focus areas are central to supporting our growth around the world and underpinned by our focus on promoting a culture of safety, quality and inclusivity.
We focus on key areas where we believe we can deliver greater long-term growth while having a positive impact. Our strategy and goals in these key focus areas are part of supporting our growth around the world and underpinned by our focus on promoting a culture of safety, quality and inclusivity.
All of these materials are available on our web site at www.mondelezinternational.com/Investors/Corporate-Governance and will be provided free of charge to any shareholder requesting a copy by writing to: Corporate Secretary, Mondelēz International, Inc., 905 West Fulton Market, Suite 200, Chicago, IL 60607. Available Information Our Internet address is www.mondelezinternational.com .
All of these materials are available on our web site at www.mondelezinternational.com/Investors/Corporate-Governance and will be provided free of charge to any shareholder submitting a written request to: Corporate Secretary, Mondelēz International, Inc., 905 West Fulton Market, Suite 200, Chicago, IL 60607. Available Information Our Internet address is www.mondelezinternational.com .
Securities and Exchange Commission (the “SEC”). You can access our filings with the SEC by visiting www.sec.gov or our website: ir.mondelezinternational.com/sec-filings .
Securities and Exchange Commission (the “SEC”). Our filings with the SEC can be accessed by visiting www.sec.gov or our website: ir.mondelezinternational.com/sec-filings .
Item 1. Business. General Mondelēz International’s purpose is to empower people to snack right. We sell our products in over 150 c ountries around the world. We are one of the world’s largest snack companies with global net revenues of $36.4 billion and net earnings of $4.6 billion in 2024.
Item 1. Business. General Mondelēz International’s purpose is to empower people to snack right. We sell our products in over 150 c ountries around the world. We are one of the world’s largest snack companies with global net revenues of $38.5 billion and net earnings of $2.5 billion in 2025.
Lozano 58 Executive Vice President and President, Latin America Martin Renaud 57 Executive Vice President , Chief Marketing and Sales Officer Laura Stein 63 Executive Vice President, Corporate & Legal Affairs, General Counsel and Corporate Secretary Gustavo C. Valle 60 Executive Vice President and President, North America Mr.
Lozano 59 Executive Vice President and President, Latin America Martin Renaud 58 Executive Vice President , Chief Marketing and Sales Officer Laura Stein 64 Executive Vice President, Corporate & Legal Affairs, General Counsel and Corporate Secretary Gustavo C. Valle 61 Executive Vice President and President, North America Mr.
From this analysis, our pay gap between male and female employees was less than 1% when performing substantially similar work at Mondelēz. In the United States, we also review pay for salaried employees in the same pay grade by race/ethnicity (Asian, Black and Hispanic).
Our last global analysis in 2025 encompassed 78 countries and approximately 36,000 employees. From this analysis, our pay gap between male and female employees was less than 1% when performing substantially similar work at Mondelēz. In the United States, we also review pay for salaried employees in the same pay grade by race/ethnicity (Asian, Black and Hispanic).
Global Operations We sell our products in over 150 countries and have operations in approximately 80 countries, including 147 principal manufacturing and processing facilities across 46 countries. The portion of our net revenues generated outside the United States was 74.0% in 2024, 73.4% in 2023 and 73.6% in 2022.
Global Operations We sell our products in over 150 countries and have operations in approximately 80 countries, including 145 principal manufacturing and processing facilities across 49 countries. The portion of our net revenues generated outside the United States was 75.8% in 2025, 74.0% in 2024 and 73.4% in 2023.
We use hedging techniques to limit the impact of fluctuations in the cost of our principal raw materials; however, we may not be able to fully hedge against commodity cost changes, and our hedging strategies may not protect us from increases in specific raw material costs.
We use hedging techniques to limit the impact of fluctuations in the cost of our principal raw materials; however, we may not be able to fully hedge against commodity cost changes, such as dairy, where there is a limited ability to hedge, and our hedging strategies may not protect us from increases in specific raw material costs.
She served as Vice President, Human Resources for the North America Retail Segment from January 2016 to July 2019. Mr. Lozano became Executive Vice President and President, Latin America in May 2022.
She served as Vice President, Human Resources for the North America Retail Segment from January 2016 to July 2019. Mr. Lozano became Executive Vice President and President, Latin America in April 2022. Prior to joining Mondelēz International, Mr.
This includes ongoing efforts to sustainably source key ingredients, reduce our end-to-end environmental impact and innovate our processes and packaging to reduce waste and promote recycling. Please see our Sustainability and Mindful Snacking section below.
This includes ongoing efforts to sustainably source key ingredients, reduce our end-to-end environmental impact and enhance our processes and packaging to reduce waste and promote recycling. Please refer to our Sustainability and Mindful Snacking section below for additional information.
We are also subject to legislation designed to reduce emissions from greenhouse gases, and many countries are considering introducing carbon taxes that could increase our production costs or those of our suppliers. We continue to monitor developments in laws and regulations.
We are also subject to legislation designed to reduce emissions from greenhouse gases, and many countries are considering introducing carbon taxes that could increase our production costs or those of our suppliers. Differences in government measures and/or uneven enforcement of similar measures across jurisdictions could impact our operations. We continue to monitor developments in laws and regulations.
Also refer to Item 1A, Risk Factors for additional information. 9 Table of Contents Information about our Executive Officers The following are our executive officers as of February 5, 2025: Name Age Title Dirk Van de Put 64 Chief Executive Officer Luca Zaramella 55 Executive Vice President and Chief Financial Officer Vinzenz P.
Also refer to Item 1A, Risk Factors for additional information. 9 Table of Contents Information about our Executive Officers The following are our executive officers as of February 4, 2026: Name Age Title Dirk Van de Put 65 Chief Executive Officer Luca Zaramella 56 Executive Vice President, Chief Operating Officer and Chief Financial Officer Deepak D.
To drive growth, creativity, greater effectiveness, improved efficiency and accelerated project delivery, we are focusing our technical research and development resources at technical centers around the globe. Mindful snacking and sustainability are a significant focus of our current research and development initiatives.
To drive growth, creativity, greater effectiveness, improved efficiency and accelerated project delivery, we are focusing our technical research and development resources at technical centers around the globe.
Regulation Our food products and ingredients are subject to local, national and multinational laws and regulations related to labeling, health and nutrition claims, packaging, pricing, marketing and advertising, and related areas.
Regulation Our food products and ingredients are subject to local, national and multinational laws and regulations related to labeling; claims; packaging; production, sale and distribution; quality and safety; marketing and advertising; and related areas.
Prior to that, he served as Senior Vice President and Corporate Controller from December 2014 to August 2016 and Senior Vice President, Finance of Mondelēz Europe from October 2011 to November 2014. Mr. Zaramella joined Mondelēz International in 1996. Mr. Gruber became Executive Vice President and President, Europe in January 2019.
He also served as Interim Lead Finance North America from April to November 2017. Prior to that, he served as Senior Vice President and Corporate Controller from December 2014 to August 2016 and Senior Vice President, Finance of Mondelēz Europe from October 2011 to November 2014. Mr. Zaramella joined Mondelēz International in 1996. Mr.
Zaramella became Executive Vice President and Chief Financial Officer in August 2018. He previously served as Senior Vice President Corporate Finance, CFO Commercial and Treasurer from June 2016 to July 2018. He also served as Interim Lead Finance North America from April to November 2017.
Zaramella became Executive Vice President, Chief Operating Officer and Chief Financial Officer in February 2026. He previously served as Executive Vice President and Chief Financial Officer from August 2018 to February 2026 and as Senior Vice President Corporate Finance, CFO Commercial and Treasurer from June 2016 to July 2018.
Gruber 59 Executive Vice President and President, Europe Deepak D. Iyer 57 Executive Vice President and President, Asia Pacific, Middle East and Africa Stephanie Lilak 58 Executive Vice President and Chief People Officer Mariano C.
Iyer 58 Executive Vice President and President, Asia Pacific, Middle East and Africa Volker Kuhn 58 Executive Vice President and President, Europe Stephanie Lilak 56 Executive Vice President and Chief People Officer Mariano C.
A number of external factors such as the current macroeconomic environment, including global inflation and the effects of geopolitical uncertainty, climate and weather conditions, trade and regulatory uncertainty, commodity, transportation and labor market conditions, supply chain disruptions, currency fluctuations and the effects of governmental agricultural or other programs affect the cost and availability of raw materials and agricultural materials used in our products.
A number of external factors such as the current macroeconomic environment, including global inflation and the effects of geopolitical uncertainty, climate, weather and other conditions affecting plant health and crop yield, commodity, transportation and labor market conditions, exchange rate volatility and the effects of global and local regulations, including trade policies, governmental agricultural or other programs affect the cost and availability of raw materials and agricultural materials used in our products.
We continue to expand our portfolio of cakes and pastries in new markets and with updated formats including Milka brownies a nd Oreo cakes . We also have a dedicated innovation and venture hub, SnackFutures, specifically tailored to leverage emerging consumer trends and growth opportunities in mindful snacking.
Additionally, we continue to expand our portfolio of cakes and pastries in new markets and with updated formats including Oreo cakester line extensions and Milka and Lacta croissants in Europe and Brazil, respectively. Our dedicated innovation and venture hub, SnackFutures, is specifically tailored to leverage emerging consumer trends and growth opportunities in mindful snacking.
At December 31, 2024, we had approximately 12,000 U.S. employees and approximately 78,000 employees outside the United States, with employees represented by labor unions or workers’ councils representing approximately 20% of our U.S. employees and approximately 60% of our employees outside the United States.
At December 31, 2025, our workforce was composed of approximately 12,000 U.S. employees and approximately 79,000 employees outside the United States, with employees represented by labor unions or workers’ councils representing approximately 22% of our U.S. employees and approximately 56% of our employees outside the United States.
Further, to foster a strong sense of ownership and align the interests of employees with shareholders, we grant stock-based incentives to most senior-level employees. We also continue to evolve our programs to meet our employees’ health and wellness needs.
Further, to foster a strong sense of ownership and align the interests of employees with shareholders, we grant stock-based incentives to many senior-level employees. We also continue to evolve our programs to meet our employees’ health and wellness needs. We provide access to medical and welfare benefits and offer programs to employees that support work-life balance, including paid parental leave.
With the support of an independent third-party expert in this field, we conduct global pay equity reviews for salaried employees based on gender and, in the United States, race (as permitted by local country law). Our last global analysis in 2024 encompassed 82 countries and over 36,000 employees.
We also regularly review our compensation practices to promote fair and equitable pay. With the support of an independent third-party consultant in this field, we conduct global pay equity reviews for salaried employees based on gender and, in the United States, race (as permitted by local country law).
Renaud became Executive Vice President and Chief Marketing & Sales Officer in February 2022 and served as Executive Vice President and Chief Marketing Officer from January 2018 until February 2022. Prior to joining 10 Table of Contents Mondelēz International, Mr.
Renaud became Executive Vice President and Chief Marketing & Sales Officer in February 2022 and served as Executive Vice President and Chief Marketing Officer from January 2018 until February 2022. Prior to joining Mondelēz International, Mr. Renaud spend more than 28 years at Danone SA, a global food and beverage company, in a variety of roles with increasing responsibility.
Renaud spend more than 28 years at Danone SA, a global food and beverage company, in a variety of roles with increasing responsibility. Most recently, he served as President, Fresh Dairy Europe, from January 2015 to July 2017 after working as Vice President Danone Waters Asia Pacific, from October 2014 to December 2014. Ms.
Most recently, he served as President, Fresh Dairy Europe, from January 2015 to July 2017 after working as Vice President Danone Waters Asia Pacific, from October 2014 to December 2014. Ms.
Iyer joined Mondelēz International in 2016. Ms. Lilak became Executive Vice President and Chief People Officer in January 2024. She formerly served as the Chief People Officer of Bumble Inc., a social networking company, from November 2021 to January 2023. Previously, Ms.
Volker spent 26 years at Procter & Gamble, a global consumer products company, holding positions of increasing responsibility in finance, marketing, business development and general management. Ms. Lilak became Executive Vice President and Chief People Officer in January 2024. She formerly served as the Chief People Officer of Bumble Inc., a social networking company, from November 2021 to January 2023.
To deliver on that commitment, we benchmark and set pay ranges based on market data and consider various factors such as an employee’s role and experience, job location and performance. We also regularly review our compensation practices to promote fair and equitable pay.
Additionally, we offer physical and mental health resources, including employee assistance programs, to our global employees. We are committed to equal pay for equal work, regardless of personal characteristics. To deliver on that commitment, we benchmark and set pay ranges based on market data and consider various factors such as an employee’s role and experience, job location and performance.
We work to introduce new varieties of our core products, including new taste or nutrition profiles that cater to evolving consumer preferences, such as the launch in the UK of Cadbury Dairy Milk & MORE , a multi-dimensional tablet designed to deliver a richer, more indulgent eating experience, zero-sugar Oreo’s in China and reduced sugar candies under The Natural Confectionary Company brand in Australia.
We work to introduce new varieties of our core products, including new taste or nutrition profiles that cater to evolving consumer preferences, such as the launch of co-branded chocolate innovations combining Biscoff with Cadbury Dairy Milk, Milka and other key brands in Europe as well as zero sugar Bournvita in India.
These policies have substantial effects on prices and supplies and are subject to periodic governmental and administrative review. In addition, increased attention to environmental and social issues in industry supply chains has led to the development of differences in government rules across jurisdictions.
These policies have substantial effects on prices and supplies and are subject to periodic governmental and administrative review.
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We provide access to medical and welfare benefits and offer programs to all employees that support work-life balance, including paid parental leave, as well as financial, physical and mental health resources, including employee assistance programs that reach all global colleagues. We are committed to equal pay for equal work, regardless of gender, race, ethnicity or other personal characteristics.
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In 2025, we further enhanced these capabilities through the expansion of our R&D Innovation and Consumer Research Centers as well as collaborative programs that support early-stage ideation and experimentation to challenge traditional product development. Mindful snacking and sustainability are a significant focus of our current research and development initiatives.
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In 2024, we made progress against these goals, such as receiving validation for our 2030 near- 7 Table of Contents term and 2050 long-term Net Zero goal from the Science Based Targets Initiative and continuing to increase the ratio of renewable energy used within several of our owned manufacturing facilities across the world.
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Iyer joined Mondelēz International in 2016. Mr. Kuhn became Executive Vice President and President, Mondelēz Europe in April 2025. He previously served as President, Hygiene at Reckitt Benckiser Group Plc, a global consumer products company , from May 2021 until December 2024, and as Chief Transformation Officer from January 2020 until April 2021. Prior to joining Reckitt, Mr.
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The lack of a harmonized approach can lead to uneven scrutiny or enforcement, which can impact our operations.
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He previously served as President, Western Europe from October 2016 to December 2018 and President, Chocolate, Europe from August 2011 to September 2016. Mr. Gruber was formerly employed by Mondelēz International, in various capacities, from 1989 until 2000 and resumed his employment in September 2007. Mr.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

101 edited+20 added−32 removed122 unchanged
Biggest changeDeterioration in the financial condition of significant customers, suppliers or distributors or regulations affecting our relationship with these parties could materially and adversely affect our product sales, financial condition, results of operations, cash flows and stock price. 22 Table of Contents We may be unable to hire or retain and develop key personnel or a highly skilled and diverse global workforce or effectively manage changes in our workforce and respond to shifts in labor availability.
Biggest changeWe may be unable to hire or retain and develop key personnel or a highly skilled global workforce or effectively manage changes in our workforce and respond to shifts in labor availability. We must attract, hire, retain and develop effective leaders and a highly skilled global workforce.
Our failure to comply with existing laws and regulations (or allegations thereof), or to make changes necessary to comply with new or revised laws and regulations or evolving interpretations and application of existing laws and regulations, and differing or competing laws and regulations across the markets where our products are made, manufactured, distributed and sold, could materially and adversely affect our product sales, financial condition, results of operations and cash flows, including as a result of higher compliance costs, higher capital expenditures and higher production costs.
Our failure to comply with existing laws and regulations (including allegations thereof), or to make changes necessary to comply with new or revised laws and regulations (including interpretations thereof) or evolving interpretations and application of existing laws and regulations, and differing or competing laws and regulations across the markets where our products are made, manufactured, distributed and sold, could materially and adversely affect our product sales, financial condition, results of operations and cash flows, including as a result of higher compliance costs, higher capital expenditures and higher production costs.
Increasing and disparate legal or regulatory restrictions on our labeling, advertising and consumer promotions, or our response to those restrictions, could limit our efforts to maintain, extend and expand our brands. This includes regulations such as front-of-pack labeling and selective food taxes in multiple jurisdictions as well as age-based restrictions on sales of products with certain nutritional profiles.
Increasing and disparate legal or regulatory restrictions on our labeling, advertising and consumer promotions, or our response to those restrictions, could limit our efforts to maintain, extend and expand our brands. This includes regulations such as front-of-pack labeling and selective food taxes in multiple jurisdictions as well as age-based or location-based restrictions on sales of products with certain nutritional profiles.
These can include: (1) breaches of security systems, which could involve circumvention, denial-of-service attacks, or other cyberattacks such as hacking, phishing attacks, computer viruses, ransomware or malware, cyber extortion and (2) internal threats such as employee or insider errors, malfeasance, deepfake or social engineering schemes, physical breaches or other actions or attempts to exploit vulnerabilities.
These can include: (1) compromises of security systems, which could involve circumvention, denial-of-service attacks, or other cyberattacks such as hacking, phishing attacks, computer viruses, ransomware, malware or cyber extortion and (2) internal threats such as employee or insider errors, malfeasance, deepfake or social engineering schemes, physical breaches or other actions or attempts to exploit vulnerabilities.
Concern about climate change might cause consumer preferences to switch away from products or ingredients considered to have high climate change impact and towards products that are more sustainably grown and made. We expect to incur additional costs as we evolve our portfolio and engage in due diligence, verification and reporting in connection with our ESG and sustainability initiatives.
Concern about climate change might cause consumer preferences to switch away from products or ingredients considered to have high climate change impact and towards products that are more sustainably grown and made. We expect to incur additional costs as we evolve our portfolio and engage in due diligence, verification and reporting in connection with our sustainability initiatives.
Continuity of business applications and services has been, and may in the future be, disrupted by events such as infection by viruses or malware; other cybersecurity attacks; issues with or errors in systems’ maintenance or security; power outages; hardware or software failures; denial of service attacks; telecommunication failures; natural disasters; terrorist attacks; and other catastrophic occurrences.
Continuity of business applications and services has been, and may in the future be, disrupted by events such as viruses or malware; other cybersecurity attacks; issues with or errors in systems’ maintenance or security; power outages; hardware or software failures; denial of service attacks; telecommunication failures; natural disasters; terrorist attacks; and other catastrophic occurrences.
Our success depends, in part, upon our ability to identify suitable transactions; negotiate favorable contractual terms; comply with applicable regulations and receive necessary consents, clearances and approvals (including regulatory and antitrust clearances and approvals that may face increased scrutiny); integrate or separate businesses; manage or achieve performance of ESG goals and initiatives; realize the full extent of the benefits, cost savings or synergies presented by strategic transactions; offset loss of revenue associated with divested brands or businesses; effectively implement control environment processes; minimize adverse effects on existing business relationships with suppliers and customers; achieve accurate estimates of fair value; minimize potential loss of customers or key employees; and minimize indemnities and potential disputes with buyers, sellers and strategic partners.
Our success depends, in part, upon our ability to identify suitable transactions; negotiate favorable contractual terms; comply with applicable regulations and receive necessary consents, clearances and approvals (including regulatory and antitrust clearances and approvals that may face increased scrutiny); integrate or separate businesses; manage or achieve performance of sustainability goals and initiatives; realize the full extent of the benefits, cost savings or synergies presented by strategic transactions; offset loss of revenue associated with divested brands or businesses; effectively implement control environment processes; minimize adverse effects on existing business relationships with suppliers and customers; achieve accurate estimates of fair value; minimize potential loss of customers or key employees; and minimize indemnities and potential disputes with buyers, sellers and strategic partners.
We might not effectively address increased attention from the media, shareholders, activists and other stakeholders on climate change and related environmental sustainability matters, including deforestation, land use, water use and packaging, including plastic. Those stakeholders might also have requests or proposals that are not aligned with the focus of our efforts on climate change and ESG matters.
We might not effectively address increased attention from the media, shareholders, activists and other stakeholders on climate change and related environmental sustainability matters, including deforestation, land use, water use and packaging, including plastic. Those stakeholders might also have requests or proposals that are not aligned with the focus of our efforts on climate change and sustainability matters.
Actions by our employees, contractors, agents or others in violation of our policies and procedures could lead to deficiencies in our internal or other controls or violations, unintentional or otherwise, of laws and regulations. We could also be subject to litigation, legal claims, investigations or regulatory actions in connection with the continued evolution of our sustainability and ESG-related initiatives.
Actions by our employees, contractors, agents or others in violation of our policies and procedures could lead to deficiencies in our internal or other controls or violations, unintentional or otherwise, of laws and regulations. We could also be subject to litigation, legal claims, investigations or regulatory actions in connection with the continued evolution of our sustainability-related initiatives.
Also see “ We are subject to risks from changes to the trade policies and tariff and import/export regulations by the U.S. and/or other foreign government s”; • changing macroeconomic conditions in our markets, including as a result of inflation (and related monetary policy actions by governments in response to inflation), volatile commodity prices, the ongoing longer-term impact of changes in international trade policies (including Brexit) and increases in the cost of raw and packaging materials, labor, energy and transportation; • compliance with U.S. laws affecting operations outside of the United States, including anti-bribery laws such as the Foreign Corrupt Practices Act (“FCPA”); • compliance with antitrust and competition laws, trade laws, data privacy laws, anti-bribery laws, human rights laws, new regulations intended to address increasing global concerns around forced labor, and a variety of other local, national and multinational regulations and laws in multiple regimes; • currency devaluations or fluctuations in currency values, including in developed and emerging markets.
Also refer to “ We are subject to risks from changes to the trade policies and tariff and import/export regulations by the U.S. and/or other foreign government s”; • changing macroeconomic conditions in our markets, including as a result of inflation (and related monetary policy actions by governments in response to inflation), volatile commodity prices, the ongoing longer-term impact of changes in international trade policies and increases in the cost of raw and packaging materials, labor, energy and transportation; • compliance with U.S. laws affecting operations outside of the United States, including anti-bribery laws such as the Foreign Corrupt Practices Act (“FCPA”); • compliance with antitrust and competition laws, trade laws, data privacy laws, anti-bribery laws, human rights laws, new regulations intended to address increasing global concerns around forced labor, and a variety of other local, national and multinational regulations and laws in multiple regimes; • currency devaluations or fluctuations in currency values, including in developed and emerging markets.
Continuing to focus on and expand our well-being offerings while refining the ingredient and nutrition profiles of existing products is important to our growth, as is maintaining focus on ethical sourcing and supply chain management opportunities to address evolving consumer preferences.
Continuing to focus on and expand our well-being offerings while evolving the ingredient and nutrition profiles of existing products is important to our growth, as is maintaining focus on ethical sourcing and supply chain management opportunities to address evolving consumer preferences.
Our ability to adjust distribution methods and pricing, including adapting to fluctuating inflation, new or increased tariffs and/or trade barriers, economic conditions and recessions, as well as implementing effective trade incentives is also critical to advancing our priorities.
Our ability to adjust distribution methods and pricing, including adapting to fluctuating inflation, new or increased tariffs, taxes and/or trade barriers, economic conditions and recessions, as well as implementing effective trade incentives is also critical to advancing our priorities.
Moreover, as cyberattacks increase in frequency and magnitude around the world, we may be unable to obtain cybersecurity insurance in the amounts and on terms we view as appropriate and favorable for our operations.
As cyberattacks increase in frequency and magnitude around the world, we may be unable to obtain cybersecurity insurance in the amounts and on terms we view as appropriate and favorable for our operations.
Likewise, new or increased tariffs and/or trade barriers and our response to these tariffs and barriers could limit our ability to offer and deliver our products on a cost-effective basis.
Likewise, new or increased tariffs, taxes and/or trade barriers and our response to these tariffs and/or trade barriers could limit our ability to offer and deliver our products on a cost-effective basis.
These conditions include global competition for resources; tariffs or other trade barriers; currency fluctuations; geopolitical conditions or conflicts (including the ongoing war in Ukraine and international sanctions imposed on Russia for its invasion of Ukraine, conflicts in the Middle East and rising tensions between China and Taiwan); inflationary pressures related to domestic and global economic conditions or supply chain issues; transportation and labor disruptions; government intervention to introduce living income premiums or similar requirements; changes in environmental or trade policy and regulations, alternative energy and agricultural programs; severe weather; agricultural productivity; crop disease or pests; water risk; health pandemics; forest fires and other natural disasters; acts of terrorism; geopolitical regional conflicts; cybersecurity incidents; supplier capacity; and consumer or industrial demand.
These conditions include global competition for resources; tariffs or other trade barriers; currency fluctuations; geopolitical conditions or conflicts (including the ongoing war in Ukraine and international sanctions imposed on Russia for its invasion of Ukraine, conflicts in the Middle East, rising tensions between China and Taiwan and recent geopolitical developments in Venezuela); inflationary pressures related to domestic and global economic conditions or supply chain issues; transportation and labor disruptions; government intervention to introduce living income premiums or similar requirements; changes in environmental or trade policy and regulations, alternative energy and agricultural programs; severe weather; agricultural productivity; animal and crop disease or pests; water risk; health pandemics; forest fires and other natural disasters; acts of terrorism; geopolitical regional conflicts; cybersecurity incidents; supplier capacity; and consumer or industrial demand.
Methodologies for reporting this data may be updated and previously reported data may be adjusted to reflect improvement in availability and quality of third-party data, changing assumptions, changes in the nature and scope of our operations, and other changes in circumstances, which could result in significant revisions to our current goals, reported progress in achieving such goals, or ability to achieve such goals in the future.
Reporting methods for this data may be updated and previously reported data may be adjusted to reflect improvement in availability and quality of third-party data, changing assumptions, changes in the nature and scope of our operations, and other changes in circumstances, which could result in significant revisions to our current goals, reported progress in achieving such goals, or ability to achieve such goals in the future.
Our efforts to comply with multijurisdictional privacy and data protection laws and the uncertainty of new laws and regulations will likely increase the complexity of our processes and may impose significant costs and challenges that are likely to increase over time, and we could incur substantial penalties or be subject to litigation related to violation of existing or future data privacy laws and regulations.
Our efforts to comply with multijurisdictional privacy and data protection laws and the uncertainty of new laws and regulations will likely increase the complexity of our processes and may impose significant costs and challenges that are likely to increase over time, and we could incur substantial penalties or be subject to litigation related to violations of existing or future data privacy laws and regulations.
Changes in immigration laws and policies or restrictions could make it more difficult for us to recruit or relocate skilled employees. We could also fail to effectively respond to evolving perceptions and goals of those in our workforce or whom we might seek to hire with respect to flexible working or other matters.
Changes in immigration laws and policies or restrictions could make it more difficult to recruit or relocate skilled employees. We could also fail to effectively respond to evolving perceptions and goals of those in our workforce or whom we might seek to hire with respect to flexible working or other matters.
Our selection of voluntary disclosure frameworks and standards, and the interpretation or application of those frameworks and standards, may change from time to time or differ from those of others.
Our selection, interpretation and application of voluntary disclosure frameworks and standards may change from time to time or differ from those of others.
Moreover, even if a product liability, consumer fraud or other claim, litigation or investigation has no merit, is not pursued or is unsuccessful, the negative publicity surrounding assertions against our products or processes or conduct could materially and adversely affect our reputation, brands, product sales, product inventory, financial condition, results of operations, cash flows and stock price, and we could incur significant expense responding to such a claim, litigation or investigation.
Moreover, even if a product liability, consumer fraud or other claim, litigation or investigation has no merit, is not pursued or is unsuccessful, the negative publicity surrounding assertions against our products, processes or conduct could materially and adversely affect our reputation, brands, product sales, product inventory, financial condition, results of 23 Table of Contents operations, cash flows and stock price, and we could incur significant expense responding to such a claim, litigation or investigation.
Our future effective tax rates could be affected by changes in the composition of earnings in countries with differing tax rates or other factors, and adverse changes in the underlying profitability or financial outlook of our operations could lead to changes in the realizability of our deferred tax assets, resulting in a charge to our effective tax rate.
Our future effective tax rates could be affected by changes in the composition of earnings in countries with differing tax rates or other factors, and adverse changes in the underlying profitability or financial outlook of our operations could lead to changes in the realizability of our deferred tax assets, resulting in a change to our effective tax rate.
Changes in the import and export policies, including trade restrictions, new or increased tariffs or quotas, embargoes, sanctions and countersanctions, safeguards or customs restrictions by the U.S. and/or other foreign 13 Table of Contents governments, could require us to change the way we conduct business and adversely affect our financial condition, results of operations, reputation and our relationships with customers, suppliers and employees in the short- or long-term.
Changes in the import and export policies, including trade restrictions, new or increased tariffs or quotas, embargoes, sanctions and countersanctions, safeguards or customs restrictions by the U.S. and/or other foreign governments, could require us to change the way we conduct business and adversely affect our financial condition, results of operations, reputation and our relationships with customers, suppliers and employees in the short or long term.
Our sales can be adversely affected when we do not accurately predict which shifts in consumer preferences or category trends will be long-term or we fail to introduce new and improved products to satisfy changing preferences.
Our sales can be adversely affected when we do not accurately predict which shifts in consumer preferences or category trends will be long term or we fail to introduce new and evolved products to satisfy changing preferences.
In addition, because of our varied and geographically diverse consumer base, we must be responsive to local consumer needs, including with respect to when and how consumers snack and their desire for premium or value offerings.
In addition, because of our varied and geographically diverse consumer base, we must be responsive to local consumer preferences, including with respect to when and how consumers snack and their desire for premium or value offerings.
Failure to comply with these laws could subject us to civil and criminal penalties that could materially and adversely affect our reputation, financial condition, results of operations and stock price. 17 Table of Contents In addition, competition in emerging markets is increasing as our competitors grow their global operations and low-cost local manufacturers improve and expand their production capacities.
Failure to comply with these laws could subject us to civil and criminal penalties that could materially and adversely affect our reputation, financial condition, results of operations and stock price. In addition, competition in emerging markets is increasing as our competitors grow their global operations and low-cost local manufacturers improve and expand their production capacities.
We factor exchange rate impacts into our local pricing decisions, but there may be lags in implementing pricing changes due to competitive pressures or customer or regulatory constraints. We also hedge a number of risks including exposures to foreign exchange rate movements and volatility of interest rates that could 25 Table of Contents impact our future borrowing costs.
We factor exchange rate impacts into our local pricing decisions, but there may be lags in implementing pricing changes due to competitive pressures or customer or regulatory constraints. We also hedge a number of risks including exposures to foreign exchange rate movements and volatility of interest rates that could impact our future borrowing costs.
Actual or perceived failure to effectively address the continuing global focus on well-being, including changing consumer acceptance of certain ingredients, industrial manufacturing and processing, nutritional expectations of our products, the sustainability of our ingredients, our supply chain (including human rights and animal welfare issues) and our packaging (including plastic packaging and its ability to be recycled and other environmental impacts) could adversely affect our brands.
Actual or perceived failure to effectively address the continuing global focus on well-being, including changing consumer acceptance of certain ingredients, industrial manufacturing and processing, nutritional expectations of our products, the sustainability of our ingredients, our supply chain (including human rights, deforestation, and animal welfare issues) and our packaging (including plastic packaging and its 15 Table of Contents ability to be recycled and other environmental impacts) could adversely affect our brands.
Due to the constantly evolving and complex nature of cyber threat actors, we cannot predict the form and impact of 18 Table of Contents any future incident, and the cost and operational expense of implementing, maintaining and enhancing protective measures to guard against increasingly complex and sophisticated cyber threats could increase significantly.
Due to the constantly evolving and complex nature of cyber threat actors, we cannot predict the form and impact of any future incident, and the cost and operational expense of implementing, maintaining and enhancing protective measures to guard against increasingly complex and sophisticated cyber threats could increase significantly.
Similarly, our failure or perceived failure to pursue or fulfill our goals, targets and objectives, to comply with ethical, environmental or other standards, regulations or expectations, or to satisfy various reporting standards with respect to these matters, within the timelines we announce, or at all, could have the same negative impacts, as well as expose us to government enforcement actions, fines and private litigation.
Similarly, our failure or perceived failure to pursue or fulfill our goals, targets and objectives, to comply with ethical, environmental or other standards, regulations or expectations, or to satisfy various reporting standards with respect to these matters, within the timelines we announce, or at all, could have the 20 Table of Contents same negative impacts, as well as expose us to government enforcement actions, fines and private litigation.
Weather events such as floods, severe storms or water shortages that are partially caused or exacerbated by climate change might disrupt our business operations or those of our suppliers, their suppliers, our external manufacturing partners, distributors or other business partners and could increase our insurance and other operating costs.
Weather events such as floods, severe storms or water shortages, including those partially caused or exacerbated by climate change might disrupt our business operations or those of our suppliers, their suppliers, our external manufacturing partners, distributors or other business partners and could increase our insurance and other operating costs.
With respect to acquisitions and joint ventures in particular, we are also exposed to potential risks based on our ability to conform standards, controls, policies and procedures, and business cultures; consolidate and streamline operations and infrastructures; identify and eliminate, as appropriate, redundant and underperforming operations and assets; manage inefficiencies associated with the integration of operations; and coordinate timely and ongoing compliance with applicable laws, including antitrust and competition, anti-bribery and corruption and import/export laws.
With respect to acquisitions and joint ventures in particular, we are also exposed to potential risks based on our ability to conform standards, controls, policies and procedures, and business cultures; consolidate and streamline 19 Table of Contents operations and infrastructures; identify and eliminate, as appropriate, redundant and underperforming operations and assets; manage inefficiencies associated with the integration of operations; and coordinate timely and ongoing compliance with applicable laws, including antitrust and competition, environmental, food safety, anti-bribery and corruption and import/export laws.
For example, a recent purported personal injury lawsuit filed against a number of food companies, including us ( Bryce Martinez vs. Kraft Heinz Co. Inc. et al. ), alleged that certain food products we and other companies make are addictive and cause health problems.
For example, a purported personal injury lawsuit filed in December 2024 against a number of food companies, including us ( Bryce Martinez vs. Kraft Heinz Co. Inc. et al. ), alleged that certain food products we and other companies make are addictive and cause health problems.
During 2024, price volatility and higher aggregate costs were driven by a confluence of factors: disrupted international supply chains, labor market challenges, soaring commodity prices (especially for cocoa beans) and increased transportation and labor costs. For additional information, see Item 7, Commodity Trends . Many of these conditions are or could be exacerbated or worsened by climate change.
During 2025, price volatility and higher aggregate costs were driven by a confluence of factors: soaring commodity prices (especially for cocoa beans), disrupted international supply chains, labor market challenges and increased transportation and labor costs. For additional information, refer to Item 7, Commodity Trends . Many of these conditions are or could be exacerbated or worsened by climate change.
We continue to invest and augment our cybersecurity program and posture with enhanced identity and access management solutions, multi-factor authentication, risk-based access for remote connectivity, privileged access management, network security, backup and disaster recovery, training and awareness, in addition to advance threat protection emanating from sophisticated, persistent and state-sponsored threat actors, including from internet browsing to email, further reducing our attack surface and likelihood of credential thefts and compromise.
We continue to invest and augment our cybersecurity program and posture with enhanced identity and access management solutions, multi-factor authentication, risk-based access for remote connectivity, privileged access management, network security, backup and disaster recovery, training and awareness, in addition to advanced threat protection emanating from sophisticated, persistent and state-sponsored threat actors, further reducing our attack surface and likelihood of credential thefts and compromise.
Further, actions we take to adapt to new tariffs or trade restrictions may cause us to modify our operations or forgo business opportunities. For additional information, see Financial Outlook – Trade and Regulatory Uncertainty under Management's Discussion and Analysis of Financial Condition and Results of Operations .
Further, actions we take to adapt to new tariffs or trade restrictions may cause us to modify our operations or forgo business opportunities. For additional information, refer to Business Trends – Trade and Regulatory Uncertainty under Management's Discussion and Analysis of Financial Condition and Results of Operations .
Failure to achieve and maintain a diverse workforce and leadership team, compensate our employees competitively and fairly, maintain a safe and inclusive environment or promote the well-being of our employees could affect our reputation and also result in lower performance and an inability to retain valuable employees.
Failure to maintain a highly skilled workforce and leadership team, compensate our employees competitively and fairly, maintain a safe and inclusive environment or promote the well-being of our employees could affect our reputation and also result in lower performance and an inability to retain valuable employees.
Likewise, constraints in the supply or availability of key commodities and necessary services like transportation may limit our ability to grow our net revenues and earnings.
Likewise, constraints in the supply or availability of key commodities and necessary services like 12 Table of Contents transportation may limit our ability to grow our net revenues and earnings.
Increasing and disparate legal or regulatory restrictions on our labeling, advertising and consumer promotions, or our response to those restrictions, could limit our efforts to offer and deliver products that appeal to consumers.
Increasing and disparate statutory or regulatory restrictions on our ingredients, labeling, advertising and consumer promotions, or our response to those restrictions, could limit our efforts to offer and deliver products that appeal to consumers.
Even if we make changes to align ourselves with such legal or regulatory requirements, we may still be subject to significant penalties or potential litigation if such laws and regulations are interpreted and applied in a manner inconsistent with our practices. Similarly, we may incur substantial costs if such legal or regulatory requirements are subsequently reversed or modified.
Changes we make to align ourselves with such legal or regulatory requirements may be insufficient to avoid significant penalties or potential litigation if such laws and regulations are interpreted and applied in a manner inconsistent with our practices. Similarly, we may incur substantial costs if such legal or regulatory requirements are subsequently reversed or modified.
Those risks include: • the imposition of increased or new tariffs, sanctions, export controls, quotas, trade barriers, price floors or similar restrictions on our sales or key commodities like cocoa, potential changes in U.S. trade programs and trade relations with other countries, or regulations, taxes or policies that affect our operations, sales or profitability.
Those risks include: • the imposition of increased or new tariffs, sanctions, export controls, quotas, trade barriers, labor reforms, price floors or similar restrictions on our sales or key commodities like cocoa, potential changes in U.S. trade programs and trade relations with other countries, restrictions on cross-border data transfers, or regulations, taxes or policies that affect our operations, sales or profitability.
We are subject to currency exchange rate fluctuations. As of December 31, 2024, we sold our products in over 150 countries and had operations in approximately 80 countries. Consequently, a significant portion of our business is exposed to currency exchange rate fluctuations.
As of December 31, 2025, we sold our products in over 150 countries and had operations in approximately 80 countries. Consequently, a significant portion of our business is exposed to currency exchange rate fluctuations.
Demand for our products could decrease and our profitability could suffer if we fail to expand and promote our product offerings successfully across product categories, rapidly develop products in faster growing and more profitable categories or reach consumers in efficient and effective ways leveraging data and analytics.
Demand for our products could decrease and our profitability could suffer if we fail to expand and promote our product offerings successfully across product categories, rapidly develop products in faster growing and more profitable categories or reach consumers in efficient and effective ways leveraging data and analytics (including artificial intelligence and machine learning).
Various laws and regulations govern food production, sourcing, packaging and waste management (including packaging containing PFAS), storage, distribution, sales, advertising, labeling and marketing, as well as intellectual property, competition, antitrust, trade and export controls, labor, tax, social and environmental matters, privacy, data protection, and health and safety practices.
Various laws and regulations govern food production, sourcing, packaging and waste management (including packaging containing PFAS), storage, distribution, sales, advertising, labeling and marketing, as well as intellectual property, competition, antitrust, trade and export controls, labor (including human rights), tax, social and environmental matters, privacy, data protection, machine learning and artificial intelligence, and health and safety practices.
Decreased agricultural productivity caused by climate change has limited and in the future may continue to limit the availability of the commodities we purchase and use and increase the costs of such products.
Decreased agricultural productivity caused by such physical risks has limited and in the future may continue to limit the availability of the commodities we purchase and use and increase the costs of such products.
Factors that are hard to predict or beyond our control, like weather, natural disasters, water and energy availability, supply and commodity shortages, port congestions or delays, transport capacity constraints, terrorism, political unrest or armed hostilities (including the ongoing war in Ukraine and conflicts in the Middle East), cybersecurity incidents, labor shortages, strikes or work stoppages, new or increased tariffs and/or trade barriers, operational and/or financial instability of our key suppliers and other vendors or service providers, government shutdowns or health pandemics, including any potential impact of climate change on these factors, could damage or disrupt our operations or those of our suppliers, their suppliers, our external manufacturing partners, distributors or other business partners.
Factors that are hard to predict or are beyond our control, like weather, natural disasters, water and energy availability, supply and commodity shortages, animal or crop diseases, port congestions or delays, transport capacity constraints, terrorism, political unrest or armed hostilities, cybersecurity incidents, labor shortages, demonstrations and protests, strikes or work stoppages, new or increased tariffs and/or trade barriers, operational and/or financial instability of our key suppliers and other vendors or service providers, government shutdowns or health pandemics, including any potential impact of climate change on these factors, could damage or disrupt our operations or those of our suppliers, their suppliers, our external manufacturing partners, distributors or other business partners.
Negative perceptions concerning the health, environmental and social implications of certain food products, ingredients, packaging materials, and sourcing or production methods could influence consumer preferences and acceptance of some of our products and marketing programs.
Negative perceptions concerning the health, environmental and social implications of certain food products, ingredients, additives, preservatives, packaging materials, sourcing or production methods and other company practices could influence consumer preferences and acceptance of some of our products and marketing programs.
We might not be able to predict or respond to all impacts on a timely basis to prevent near- 14 Table of Contents or long-term adverse impacts to our results.
We might not be able to predict or respond to all impacts on a timely basis to prevent near- or long-term adverse impacts to our results.
There may be further shifts in the relative size of shopping channels in addition to the increasing role of digital commerce for consumers. Our success relies upon managing this complexity to promote and bring our products to consumers effectively.
There may be further shifts in the relative size of shopping channels in addition to the increasing role of digital tools (including artificial intelligence and machine learning) and commerce for consumers. Our success relies upon managing this complexity to promote and bring our products to consumers effectively.
As the business and geopolitical environment continues to change, our operations and activity in Russia, which accounted for 2.9% of 2024 consolidated net revenues, or Ukraine, which accounted for 0.4% of 2024 consolidated net revenues, may decline or be further scaled back.
As the business and geopolitical environment continues to change, our operations and activity in Russia, which accounted for 3.7% of 2025 consolidated net revenues, and/or Ukraine, which accounted for 0.4% of 2025 consolidated net revenues, may decline or be further scaled back.
We may not successfully identify potential strategic transactions to pursue, may not have counterparties willing to transact with us, or we may not successfully identify or manage the risks presented by these strategic transactions, or complete such transactions.
Such transactions and investments present significant challenges and risks. We may not successfully identify potential strategic transactions to pursue, may not have counterparties willing to transact with us, or we may not successfully identify or manage the risks presented by these strategic transactions, or complete such transactions.
Privacy and data protection laws may be interpreted and applied differently from jurisdiction to jurisdiction and may create inconsistent or conflicting requirements.
Privacy and data protection laws may be interpreted and applied differently 18 Table of Contents from jurisdiction to jurisdiction and may create inconsistent or conflicting requirements.
For instance, our financial condition, results of operations and cash flows could be negatively affected by the regulatory and economic impact of changes in the corporate tax policies of the United States and other countries; tariff policies and trade relations among the United States and other countries, including China, Mexico, Canada and the European Union; and changes within the European Union.
For instance, our financial condition, results of operations and cash flows could be negatively affected by the regulatory and economic impact of changes in the corporate tax policies of the United States and other countries; tariff policies and trade relations among the United States and other countries, including China, Mexico, Canada and the European Union; and recent regulatory initiatives within the European Union, including the EU Deforestation Regulation and the Corporate Sustainability Due Diligence Directive.
The war could also result in the temporary or permanent loss of assets due to expropriation or further curtailment of our ability to conduct business operations in Russia, and our Russian assets may become partially or fully impaired or our operations may be deconsolidated in future periods, or our business operations terminated, based on actions taken by Russia, other parties or us.
The war could also result in the temporary or permanent loss of assets due to expropriation or further curtailment of our ability to conduct business operations in Russia, and our Russian assets may become partially or fully impaired, or our operations may be deconsolidated in future periods, or our business operations terminated.
At the end of 2024, the projected benefit obligation of the defined benefit pension plans we sponsor was $7.9 billion and plan assets were $8.5 billion.
At the end of 2025, the projected benefit obligation of the defined benefit pension plans we sponsor was $7.1 billion and plan assets were $7.8 billion.
Further, developing and collecting, measuring and reporting ESG-related information and metrics can 20 Table of Contents be costly, difficult and time consuming and is subject to evolving reporting standards, including recent legislation in California related to reporting greenhouse gas emissions and climate-related financial risk, the SEC’s climate-related reporting requirements, and similar proposals by other international regulatory bodies such as the Corporate Sustainability Reporting Directive in the European Union, especially to the extent these standards are not harmonized or consistent.
Further, developing and collecting, measuring and reporting sustainability-related information and metrics can be costly, difficult and time consuming and is subject to evolving reporting standards, including recent legislation in California related to reporting greenhouse gas emissions and climate-related financial risk, the SEC’s climate-related reporting requirements (which are currently suspended, pending the outcome of ongoing legal challenges), and similar proposals by other international regulatory bodies such as in the European Union, especially to the extent these standards are not harmonized or consistent.
These threats could result in the misuse or breach of confidential information and Personally Identifiable Information belonging to us or our employees, customers, consumers, partners, suppliers, or government and regulatory authorities. Additionally, continued geopolitical turmoil, including the ongoing war in Ukraine and conflicts in the Middle East, has heightened the risk of cyberattacks.
These threats could result in the misuse or compromise of confidential information and Personally Identifiable Information belonging to us or our employees, customers, consumers, partners, suppliers, or government and regulatory authorities. Additionally, continued geopolitical turmoil has heightened the risk of cyberattacks.
While we believe that this lawsuit is without merit and intend to vigorously defend ourselves, we cannot predict the outcome or the impact of such litigation or similar lawsuits on our business or reputation.
While we believe that our position is well-supported and we intend to vigorously defend ourselves, we cannot predict the outcome or the impact of such litigation or similar lawsuits on our business or reputation.
In addition, our marketing could face claims of false or deceptive advertising or other criticism. A significant product liability or related claim or other legal judgment against us, a regulatory enforcement action, a widespread product recall or comments relating to the safety of our products could materially and adversely affect our reputation and profitability.
A significant product liability or related claim or other legal judgment against us, a regulatory enforcement action, a widespread product recall or comments relating to the safety of our products could materially and adversely affect our reputation and profitability.
Placement of our advertisements in social media may also result in damage to our brands if the media itself experiences negative publicity. Our brands may be associated with or appear alongside harmful content including outputs from generative artificial intelligence models, before these platforms or our own social media monitoring can detect this risk to our brand.
Placement of our advertisements in social media may also result in damage to our brands if the media itself experiences negative publicity. Our brands may also be associated with or appear alongside harmful content including outputs from generative artificial intelligence models.
Our success depends on our ability to maintain and enhance our brands, expand to new geographies and new distribution platforms such as digital commerce, and evolve our portfolio with new product offerings that meet consumer needs and expectations.
Promoting and protecting our reputation and brand image is essential to our business success. Our success depends on our ability to maintain and enhance our brands, expand within and to new geographies and new distribution platforms such as digital commerce, and evolve our portfolio with new product offerings that meet consumer needs and expectations.
As of December 31, 2024, numerous countries have now enacted the Organization of Economic Cooperation and Development’s model rules on a global minimum tax, with the earliest effective date being for taxable years beginning after December 31, 2023. Important details of these minimum tax regimes are still being considered.
As of December 31, 2025, numerous countries have now enacted the Organization for Economic Cooperation and Development’s model rules for a global minimum tax, with the earliest effective date being for taxable years beginning after December 31, 2023.
These and other impacts of the war in Ukraine could have the effect of heightening many of the other risks described in the risk factors presented in this filing, including those relating to our reputation, brands, product sales, sanctions, trade relations in countries in which we operate, input price inflation and volatility, results of operations and financial condition.
We expect continued volatility with respect to commodity and other input prices, and our hedging activities might not sufficiently offset this volatility. 14 Table of Contents These and other impacts of the war in Ukraine could have the effect of heightening many of the other risks described in the risk factors presented in this filing, including those relating to our reputation, brands, product sales, sanctions, trade relations in countries in which we operate, input price inflation and volatility, results of operations and financial condition.
In addition, consumer preferences differ by region, and we must monitor and adjust our use of ingredients and other activities to respond to these regional preferences. We might be unsuccessful in our efforts to effectively respond to changing consumer preferences and social expectations.
In addition, consumer preferences differ by region, and we must monitor and adjust our use of ingredients and other activities to respond to these regional preferences. We might be unsuccessful in our efforts to effectively respond to changing consumer preferences and social expectations. Our operations in certain emerging markets expose us to political, economic and regulatory risks.
During 2024, no single customer accounted for more than 10% of our net revenues. However, there can be no assurance that our customers will continue to purchase our products in the same mix or quantities or on the same terms as in the past, particularly as increasingly powerful retailers continue to demand lower pricing and develop their own brands.
However, there can be no assurance that our customers will continue to purchase our products in the same mix or quantities or on the same terms as in the past, particularly as increasingly powerful retailers continue to demand lower pricing and develop their own brands.
We must attract, hire, retain and develop effective leaders and a highly skilled and diverse global workforce. We compete to hire new personnel with a variety of capabilities in the many countries in which we manufacture and market our products and then to develop and retain their skills and competencies.
We compete to hire new personnel with a variety of capabilities in the many countries in which we manufacture and market our products and then to develop and retain their skills and competencies.
In addition, the results of third-party studies (whether or not scientifically valid) purporting to 23 Table of Contents assess the health implications of consumption of certain ingredients or substances present in certain of our products or packaging materials have resulted in and could continue to result in our being subject to new taxes and regulations or lawsuits that can adversely affect our business.
In addition, findings in studies or claims made in the media (whether or not scientifically valid) concerning the health implications of consumption of certain ingredients or substances present in certain of our products or packaging materials have resulted in and could continue to result in our being subject to new taxes and regulations or lawsuits that can adversely affect our business.
In addition to the effects of current and potential trade and tariff policies and resulting global impacts on our business and operations discussed in Item 7 of this Form 10-K and in the risk factors below, additional or unforeseen effects from these policies may give rise to or amplify many of these risks discussed below.
In addition to the effects of ongoing macroeconomic volatility and uncertainty, including current and potential trade and tariff actions affecting the countries where we operate and resulting impacts on our business and operations discussed in Item 7 of this Form 10-K and in the risk factors below, additional or unforeseen effects from these actions may give rise to or amplify many of these risks discussed below.
Our use of new and emerging technologies such as cloud-based services and mobile applications continues to evolve, presenting new and additional risks in managing access to our data, relying on third parties to manage and safeguard data, ensuring access to our systems and availability of third-party systems.
Our use of technologies such as cloud-based services and applications continues to evolve, presenting new and additional risks in managing access to our data, relying on third parties to manage and safeguard data, ensuring access to our systems and availability of third-party systems. Our use of third-party technology and business service providers may expose us to cybersecurity and privacy breaches.
We have also experienced decreased demand for chocolate during periods when temperatures are warmer. In 2021, we announced our goal of net zero greenhouse gas emissions by 2050. Achieving this goal will require significant transformation of our business, capital investment and the development of technology that might not currently exist.
In 2021, we announced our goal of net zero greenhouse gas emissions by 2050. Achieving this goal will require significant transformation of our business, capital investment and the development of technology that might not currently exist.
For example, consumers have increasingly focused on well-being, including reducing sodium and added sugar consumption or using weight-loss drugs to reduce consumption overall or change consumption patterns, as well as the source and authenticity of ingredients in the foods they consume.
For example, consumers have increasingly focused on well-being, including by reducing their consumption of sodium, processed foods and foods with added sugar, using weight-loss drugs and examining the source and authenticity of ingredients in the foods they consume.
If our mitigation activities are not effective, if we are unable to price to cover increased costs (including if we are delayed in our ability to raise prices or unable to raise the prices of our products enough to keep up with the rate of inflation), if we must reduce our prices, if increased prices affect demand for our products (including if consumers forego purchasing certain of our products or switch to “private label” or lower-priced product offerings), or if we are limited by supply or distribution constraints, our financial condition, results of operations, cash flows and stock price can be materially adversely affected. 12 Table of Contents We are subject to risks from operating globally, including potential cost impacts of any tariffs that may be enacted by governments as well as other trade and regulatory uncertainty.
If our mitigation activities are not effective, if we are unable to price to cover increased costs (including if we are delayed in our ability to raise prices or unable to raise the prices of our products enough to keep up with the rate of inflation), if we must reduce our prices, if increased prices affect demand for our products (including if consumers forego purchasing certain of our products or switch to “private label” or lower-priced product offerings), if we change the recipes of some of our product offerings, or if we are limited by supply or distribution constraints, our financial condition, results of operations, cash flows, reputation and stock price can be materially adversely affected.
Climate change-related impacts could also reduce demand for our products. If costs for raw materials increase or availability decreases, we raise prices for our products and our competitors respond differently to those 21 Table of Contents cost or availability pressures, demand for our products and our market share could suffer.
Climate change-related impacts could also reduce demand for our products. If costs for raw materials increase or availability decreases, we raise prices for our products and our competitors respond differently to those cost or availability pressures, demand for our products and our market share could suffer. We have also experienced decreased demand for chocolate during periods when temperatures are warmer.
We consider our intellectual property rights, particularly and most notably our trademarks, but also our patents, copyrights, registered designs, proprietary trade secrets, recipes, technology, know-how and licensing agreements, to be a significant and valuable part of our business.
We consider our intellectual property rights (including trademarks, patents, copyrights, registered designs, proprietary trade secrets, recipes, technology and know-how) to be a material part of our business.
As a result, our effective tax rate is determined based on the income and applicable tax rates in the various jurisdictions in which we operate.
As a global company, we are subject to taxation in the United States and various other countries and jurisdictions. As a result, our effective tax rate is determined based on the income and applicable tax rates in the various jurisdictions in which we operate.
Global shared service centers managed by third parties provide an increasing number of services important to conducting our business, including accounting, internal control, human resources and computing functions.
We use information technology and third-party service providers to support our global business processes and activities. Global shared service centers managed by third parties provide a number of services important to conducting our business, including accounting, internal control, human resources and computing functions.
Retail customers might also adopt these tactics in their dealings with us in response to the significant growth in online retailing for consumer products, which is outpacing the growth of traditional retail channels. The growth of alternative online retail channels, such as direct-to-consumer and electronic business-to-business, may adversely affect our relationships with our large retail and wholesale customers.
Retail customers might also adopt these tactics in their dealings with us in response to the significant growth in online retailing for consumer products, which is outpacing the growth of traditional retail channels.
For example, the ongoing conflicts in the Middle East could impact demand for our products or result in increased supply chain costs or other cost impacts. High unemployment or the slowdown in economic growth in some markets could constrain consumer spending. Declining consumer purchasing power could result in loss of market share and adversely impact our profitability.
High unemployment or the slowdown in economic growth in some markets could constrain consumer spending. Declining consumer purchasing power could result in loss of market share and adversely impact our profitability.
A downgrade in our credit ratings by a credit rating agency could increase our borrowing costs and adversely affect our ability to issue commercial paper.
We regularly access the commercial paper markets in the United States and Europe for ongoing funding requirements. A downgrade in our credit ratings by a credit rating agency could increase our borrowing costs and adversely affect our ability to issue commercial paper.
Weak economic conditions, recessions, inflation, new or increased tariffs, and/or trade barriers, equity market volatility or other factors, such as global or local pandemics, severe or unusual weather events, and our response to political and social issues or catastrophic events, may affect consumer preferences and demand in ways that are hard to predict.
Weak economic conditions, recessions, inflation, new or increased food regulation, taxes, tariffs and/or trade barriers, equity market volatility or other factors, such as global or local pandemics, geopolitical tensions, public boycotts, uncertainty regarding the availability of certain governmental subsidies available to our consumers (such as the Supplemental Nutrition Assistance Program in the U.S.), severe or unusual weather events, and our response to political and social issues or catastrophic events, may affect consumer preferences and demand in 16 Table of Contents ways that are hard to predict.
Based on the guidance available thus far, we do not expect this legislation to have a material impact on our consolidated financial statements, but we will continue to evaluate it as additional guidance and clarification becomes available. We are also subject to tax audits by governmental authorities.
Important details of these minimum tax regimes are still being considered, which could increase tax uncertainty in the short term. Based on the guidance available thus far, we do not expect this legislation to have a material impact on our consolidated financial statements, but we will continue to evaluate it as additional guidance and clarification becomes available.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Cybersecurity Steering Committee has been established to meet and to discuss our cybersecurity risk management measures designed to identify and mitigate 27 Table of Contents data protection and cybersecurity risks, along with procedures and practices related to incident response, including escalation and notification.
Biggest changeThe Cybersecurity Steering Committee has been established to meet and to discuss our cybersecurity risk management measures designed to identify and mitigate data protection and cybersecurity risks, along with procedures and practices related to incident response, including escalation and notification. 27 Table of Contents Risk Management and Strategy Cybersecurity risk management is overseen both as a critical component of our overall risk management program and as a standalone program.
Our Management Leadership Team, with oversight from the Board of Directors, has implemented a comprehensive cybersecurity program, including incident response process, aligned with the National Institute of Standards and Technology (NIST) Cybersecurity Framework and NIST Computer Security Incident Handling Guide (NIST SP 800-61) to assess, identify, address and manage risks from cybersecurity threats that may result in material adverse effects on the confidentiality, integrity and availability of our business and information systems.
Our Management Leadership Team, with oversight from the Board of Directors, has implemented a comprehensive cybersecurity program, including incident response process, aligned with the National Institute of Standards and Technology (NIST) Cybersecurity Framework and NIST Computer Security Incident Handling Guide (NIST SP 800-61) to assess, identify, address and manage risks from cybersecurity risks that may result in material adverse effects on the confidentiality, integrity and availability of our business and information systems.
The objectives of the CSIRP include to: • Establish the Company’s cybersecurity incident response process and provide actionable guidelines to provide a timely, consistent, and repeatable response process; • Describe the requirements and expectations for cybersecurity incident response; • Set forth the roles and responsibilities for cybersecurity incident response personnel; • Establish cybersecurity incident classification, escalation, and prioritization parameters; • Confirm the documentation process for cybersecurity incidents affecting the Company and the Company’s responses are appropriately documented; • Establish protocols for materiality determinations for cybersecurity incidents under the SEC’s cybersecurity rules; • Establish the process for assessing when public disclosure and external communications may be required; and • Mitigate or minimize the effects of a cybersecurity incident on the Company, its personnel, customers, consumers, or others and limit financial, operational, legal, and reputational impact.
The objectives of the CSIRP include to: • Establish the Company’s cybersecurity incident response process and provide actionable guidelines to provide a timely, consistent, and repeatable response process; • Develop governance and roles, as well as escalation paths; • Describe the requirements and expectations for cybersecurity incident response; • Set forth the roles and responsibilities for cybersecurity incident response personnel; • Establish cybersecurity incident classification, escalation, and prioritization parameters; • Confirm the documentation process for cybersecurity incidents affecting the Company and the Company’s responses are appropriately documented; • Establish protocols for materiality determinations for cybersecurity incidents under the SEC’s cybersecurity rules; • Establish the process for assessing when public disclosure and external communications may be required; and • Mitigate or minimize the effects of a cybersecurity incident on the Company, its personnel, customers, consumers, or others and limit financial, operational, legal, and reputational impact.
While we have not experienced a known material information security breach nor incurred material breach-related expenses over the last three years, there can be no guarantee that we will not be the subject of future cybersecurity threats or incidents.
We have not experienced a known material information security breach of our systems nor incurred material breach-related expenses over the last three years; however, there can be no guarantee that we will not be the subject of future cybersecurity threats or incidents.
We also leverage assessors, consultants, auditors and third-party service providers, including threat intelligence to inform our understanding of the cybersecurity threat landscape and enable risk-based measures to defend against evolving threats.
We also leverage assessors, consultants, auditors and third-party service providers to inform our understanding of the cybersecurity threat landscape and enable risk-based measures to defend against evolving threats. Additionally, we maintain cybersecurity insurance to mitigate costs that may be associated with a cybersecurity incident.
Our CISO is supported by a team of enterprise information system security and risk professionals, including regional information security officers responsible for overseeing cybersecurity strategy and operations in each business unit.
Our CISO is supported by a team of information system security and risk professionals, including regional information security officers responsible for overseeing cybersecurity strategy and operations in each business unit. Our CISO receives reports on cybersecurity threats on an ongoing basis and regularly reviews risk management measures implemented by the Company to identify and mitigate data security and cybersecurity risks.
Our CISO receives reports on cybersecurity threats on an ongoing basis and regularly reviews risk management measures implemented by the Company to identify and mitigate data security and cybersecurity risks. Our CISO updates the Management Leadership Team on these matters and works closely with Corporate and Legal Affairs to oversee compliance with legal, regulatory, and contractual security requirements.
Our CISO updates the Management Leadership Team on these matters and works closely with Corporate and Legal Affairs to oversee compliance with legal, regulatory, and contractual security requirements.
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Risk Management and Strategy Cybersecurity risk management is overseen both as a critical component of our overall risk management program and as a standalone program.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeIt is our practice to maintain all of our plants and other facilities in good condition. As of December 31, 2024 Manufacturing Facilities Distribution and Warehouse Facilities Latin America (1) 17 16 AMEA 48 24 Europe 61 6 North America 21 61 Total 147 107 Owned 123 13 Leased 24 94 Total 147 107 (1) Excludes our deconsolidated Venezuela operations.
Biggest changeIt is our practice to maintain all of our plants and other facilities in good condition. As of December 31, 2025 Manufacturing Facilities Distribution and Warehouse Facilities Latin America (1) 16 13 AMEA 48 22 Europe 61 5 North America 20 61 Total 145 101 Owned 123 12 Leased 22 89 Total 145 101 (1) Excludes our deconsolidated Venezuela operations.
Item 2. Properties. On December 31, 2024, we had approximately 147 manufacturing and processing facilities in 46 countries and 107 principal distribution centers and warehouses worldwide that we owned or leased.
Item 2. Properties. On December 31, 2025, we had approximately 145 manufacturing and processing facilities in 49 countries and 101 principal distribution centers and warehouses worldwide that we owned or leased.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAs of December 31, Mondelēz International S&P 500 Performance Peer Group 2019 $ 100.00 $ 100.00 $ 100.00 2020 108.58 118.40 109.42 2021 125.82 152.39 125.09 2022 129.50 124.79 123.92 2023 143.96 157.59 121.46 2024 121.94 197.02 123.32 The Mondelēz International performance peer group consists of the following companies considered our market competitors or that have been selected on the basis of industry, global focus or industry leadership: Campbell Soup Company, The Coca-Cola Company, Colgate-Palmolive Company, Danone S.A., General Mills, Inc., The Hershey Company, Kellanova, The Kraft Heinz Company, Nestlé S.A., PepsiCo, Inc., The Procter & Gamble Company and Unilever PLC. 30 Table of Contents Issuer Purchases of Equity Securities Our stock repurchase activity for each of the three months in the quarter ended December 31, 2024 was: Period Total Number of Shares Purchased (1) Average Price Paid per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) (3) Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (2) October 1-31, 2024 3,497 $ 79.25 — $ 3,266 November 1-30, 2024 3,587,410 64.43 3,585,592 3,035 December 1-31, 2024 15,935,293 60.96 15,935,259 2,064 For the Quarter Ended December 31, 2024 19,526,200 $ 61.60 19,520,851 (1) The total number of shares purchased (and the average price paid per share) reflects: (i) shares purchased pursuant to the repurchase program described in (2) below; and (ii) shares tendered to us by employees who used shares to exercise options and to pay the related taxes for grants of deferred stock units that vested, totaling 3,497 shares, 1,818 shares and 34 shares for the fiscal months of October, November and December 2024, respectively.
Biggest changeAs of December 31, Mondelēz International S&P 500 Performance Peer Group 2020 $ 100.00 $ 100.00 $ 100.00 2021 115.87 128.71 114.42 2022 119.26 105.40 113.05 2023 132.58 133.10 111.02 2024 112.30 166.40 112.02 2025 104.41 196.16 115.27 The Mondelēz International performance peer group consists of the following companies considered our market competitors or that have been selected on the basis of industry, global focus or industry leadership: Campbell Soup Company, The Coca-Cola Company, Colgate-Palmolive Company, Danone S.A., General Mills, Inc., The Hershey Company, The Kraft Heinz Company, Nestlé S.A., PepsiCo, Inc., The Procter & Gamble Company and Unilever PLC. 30 Table of Contents Issuer Purchases of Equity Securities Our stock repurchase activity for each of the three months in the quarter ended December 31, 2025 was: Period Total Number of Shares Purchased (1) Average Price Paid per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) (3) Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (2) (4) October 1-31, 2025 17,533 $ 62.75 — $ 7,194 November 1-30, 2025 1,777,595 55.82 1,776,217 7,095 December 1-31, 2025 7,226,026 54.42 7,225,816 6,702 For the Quarter Ended December 31, 2025 9,021,154 54.71 9,002,033 (1) The total number of shares purchased (and the average price paid per share) reflects: (i) shares purchased pursuant to the repurchase program described in (2) below; and (ii) shares tendered to us by employees who used shares to exercise options and to pay the related taxes for grants of deferred stock units that vested, totaling 17,533 shares, 1,378 shares and 210 shares for the months of October, November and December 2025, respectively.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. We are proud members of the Standard and Poor’s 500 and Nasdaq 100. Our Common Stock is listed on The Nasdaq Global Select Market under the symbol “MDLZ.” At January 31, 2025, there were 34,057 holders of record of our Common Stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. We are proud members of the Standard and Poor’s 500 and Nasdaq 100. Our Common Stock is listed on The Nasdaq Global Select Market under the symbol “MDLZ.” At January 30, 2026, there were 31,743 holders of record of our Common Stock.
(2) Dollar values stated in millions. Effective January 1, 2023, our Board of Directors authorized a program for the repurchase of up to $6.0 billion of our Common Stock through December 31, 2025, excluding excise tax. During the year ended December 31, 2023, we repurchased approximately $1.6 billion of Common Stock pursuant to this authorization.
(2) Effective January 1, 2025, our Board of Directors authorized a program for the repurchase of up to $9.0 billion of our Common Stock through December 31, 2027, excluding excise taxes. During the year ended December 31, 2025, we repurchased $2.3 billion, and as of December 31, 2025, we had approximately $6.7 billion in share repurchase authorization remaining.
See related information in Note 13, Capital Stock . (3) As of January 1, 2023, our share repurchases in excess of issuances are subject to a 1% excise tax enacted by the Inflation Reduction Act. Any excise tax incurred on share repurchases is recognized as part of the cost basis of the shares acquired in the consolidated statements of equity.
Refer to related information in Note 12, Capital Stock . (3) Any excise tax incurred on share repurchases is recognized as part of the cost basis of the shares acquired. (4) Dollar values stated in millions.
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During the year ended December 31, 2024, we repurchased $2.4 billion. On December 10, 2024, our Board of Directors authorized a new program for the repurchase of up to $9.0 billion of our Common Stock through December 31, 2027, excluding excise tax. This authorization, effective January 1, 2025, replaced our prior share repurchase program.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeFor additional information, see Item 1A, Risk Factors , including the risk entitled “ We are subject to risks from changes to the trade policies and tariff and import/export regulations by the U.S. and/or other foreign governments .” 35 Table of Contents Summary of Results • Net revenues were approximately $36.4 billion in 2024 and $36.0 billion in 2023, an increase of 1.2% in 2024 and an increase of 14.4% in 2023. – Net revenues increased in 2024, driven by higher net pricing and incremental net revenue from our acquisition of Evirth, partially offset by unfavorable currency-related items, as the U.S. dollar strengthened relative to most currencies we operate in compared to exchange rates in the prior year, the impact of our 2023 divestiture of the developed market gum business and unfavorable volume/mix. – Net revenues increased in 2023, driven by higher net pricing, incremental net revenues from our acquisitions of Clif Bar and Ricolino in 2022, favorable volume/mix and incremental net revenue from a short-term distributor agreement related to the sale of our developed market gum business, partially offset by a significant impact from unfavorable currency translation, as the U.S. dollar strengthened relative to most currencies we operate in compared to exchange rates in the prior year, and the impact of our developed market gum divestiture in 2023. • Organic Net Revenue, a non-GAAP financial measure, increased 4.3% to $37.1 billion in 2024 and increased 14.7% to $35.6 billion in 2023.
Biggest changeNet revenues increased in 2025, driven by higher net pricing, incremental net revenue from our November 1, 2024 acquisition of Evirth and favorable currency-related items, as several currencies we operate in strengthened relative to the U.S. dollar compared to exchange rates in the prior year, partially offset by unfavorable volume/mix and lapping prior-year net revenue from a short-term distributor agreement related to the sale of our developed market gum business.
ERP System Implementation In July 2024, our Board of Directors approved funding of $1.2 billion for a multi-year systems transformation program to upgrade our global ERP and supply chain systems (the “ERP System Implementation”). The ERP System Implementation spending comprises both capital expenditures and operating expenses, of which a majority is expected to relate to operating expenses.
ERP System Implementation In July 2024, our Board of Directors approved funding of $1.2 billion for a multi-year systems transformation program to upgrade our global ERP and supply chain systems (the “ERP System Implementation”). ERP System Implementation spending comprises both capital expenditures and operating expenses, of which a majority is expected to relate to operating expenses.
We believe these actions will help drive demand in our categories and strengthen our positions across markets. Long-Term Demographics and Consumer Trends Snack food consumption is highly correlated to GDP growth, urbanization of populations and rising discretionary income levels associated with a growing middle class, particularly in emerging markets.
We believe these actions will continue to help drive demand in our categories and strengthen our positions across markets. Long-Term Demographics and Consumer Trends Snack food consumption is highly correlated to GDP growth, urbanization of populations and rising discretionary income levels associated with a growing middle class, particularly in emerging markets.
It is possible that we may not be able to increase prices sufficiently to fully cover the incremental costs of cocoa prices in this environment and/or our hedging strategies may not protect us from increases in cocoa costs, which could result in a significant impact on our profitability.
It is possible that we may not be able to increase prices sufficiently to fully cover the incremental costs of cocoa prices in this environment and/or our hedging strategies may not protect us from increases in cocoa costs, which could result in a significant adverse impact on our profitability.
Trade and sales incentives are recorded as a reduction to revenues based on amounts estimated due to customers and consumers at the end of a period. We base these estimates principally on historical utilization and redemption rates.
Trade and sales incentives are recorded as a reduction to revenues based on estimates of the amounts due to customers and consumers at the end of a period. We base these estimates principally on historical utilization and redemption rates.
GAAP above. • Our emerging markets include our Latin America region in its entirety; the AMEA region, excluding Australia, New Zealand and Japan; and the following countries from the Europe region: Russia, Ukraine, Türkiye, Kazakhstan, Georgia, Poland, Czech Republic, Slovak Republic, Hungary, Bulgaria, Romania, the Baltics and the East Adriatic countries. • Our developed markets include the entire North America region, the Europe region excluding the countries included in the emerging markets definition, and Australia, New Zealand and Japan from the AMEA region. • “Adjusted Operating Income” is defined as operating income (the most comparable U.S.
GAAP financial measures above. • Our emerging markets include our Latin America region in its entirety; the AMEA region, excluding Australia, New Zealand and Japan; and the following countries from the Europe region: Russia, Ukraine, Türkiye, Kazakhstan, Georgia, Poland, Czech Republic, Slovak Republic, Hungary, Bulgaria, Romania, the Baltics and the East Adriatic countries. • Our developed markets include the entire North America region, the Europe region excluding the countries included in the emerging markets definition, and Australia, New Zealand and Japan from the AMEA region. • “Adjusted Operating Income” is defined as operating income (the most comparable U.S.
For additional information, see Item 1A, Risk Factors , including the risk entitled “ The war in Ukraine has impacted and could continue to impact our business operations, financial performance and results of operations. ” Developments in the Middle East In October 2023, conflict developed in the Middle East between Hamas and Israel, and has expanded to other parts of the region.
For additional information, refer to Item 1A, Risk Factors , including the risk entitled “ The war in Ukraine has impacted and could continue to impact our business operations, financial performance and results of operations. ” Developments in the Middle East In October 2023, conflict developed in the Middle East between Hamas and Israel, and has expanded to other parts of the region.
The provision for income taxes includes the amounts payable or refundable for the current year, the effect of deferred taxes and impacts from uncertain tax positions.
Our provision for income taxes includes amounts payable or refundable for the current year, the effect of deferred taxes and impacts from uncertain tax positions.
We adjust our product prices based on a number of variables including market factors, transportation, logistics and changes in our product input costs, and we have increased prices to control costs given significant cost inflation. Operating Costs Our operating costs include raw materials, labor, selling, general and administrative expenses, taxes, currency impacts and financing costs.
We adjust our product prices based on a number of variables including market factors, transportation, logistics and changes in our product input costs, and we have increased prices to mitigate costs given significant cost inflation. Operating Costs Our operating costs include raw materials, labor, selling, general and administrative expenses, taxes, currency impacts and financing costs.
During 2024, the primary drivers of the increase in our aggregate commodity costs were higher cocoa, sugar, nuts and other ingredient costs as well as unfavorable year-over-year currency exchange transaction costs on imported materials, partially offset by lower energy, edible oils, grains, dairy and packaging costs.
During 2025, the primary drivers of the increase in our aggregate commodity costs were higher cocoa, dairy, packaging, edible oils, nuts and other ingredient costs, as well as unfavorable year-over-year currency exchange transaction costs on imported materials, partially offset by lower sugar, grains and energy costs.
For more detailed information on our business and strategy, refer to Item 1, Business. Recent Developments and Significant Items Affecting Comparability Macroeconomic environment We continue to observe significant market and geopolitical uncertainty, fluctuating consumer demand, inflationary pressures, supply constraints, trade and regulatory uncertainty and exchange rate volatility.
For more detailed information on our business and strategy, refer to Item 1, Business. Recent Developments and Significant Items Macroeconomic environment We continue to observe significant market and geopolitical uncertainty, fluctuating consumer demand, inflationary pressures, supply constraints, trade and regulatory uncertainty and exchange rate volatility.
Guarantees As discussed in Note 14, Commitments and Contingencies , we enter into third-party guarantees primarily to cover the long-term obligations of our vendors. As part of these transactions, we guarantee that third parties will make contractual payments or achieve performance measures.
Guarantees As discussed in Note 11, Commitments and Contingencies , we enter into third-party guarantees primarily to cover the long-term obligations of our vendors. As part of these transactions, we guarantee that third parties will make contractual payments or achieve performance measures.
We believe that snacks continue to be a source of comfort as well as excitement and variety for consumers. Social media increasingly helps consumers find food trends, inspiration and connection on their social media and other feeds. Consumers are also interested in buying snacks conveniently, whether through same-day delivery platforms, shipped sources or different retail settings.
We believe that snacks continue to be a source of comfort as well as excitement and variety for consumers. Social media increasingly helps consumers find food trends, inspiration and connection across their feeds. Consumers are also interested in buying snacks conveniently, whether through same-day delivery platforms, shipped sources or different retail settings.
For U.S. income tax purposes only, the Company has determined that 100% of the distributions paid to its shareholders in 2024 are characterized as a qualified dividend paid from U.S. earnings and profits.
For U.S. income tax purposes only, the Company has determined that 100% of the distributions paid to its shareholders in 2025 are characterized as a qualified dividend paid from U.S. earnings and profits.
While all reporting units passed our annual impairment testing, if planned business performance expectations are not met or specific valuation factors 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.
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.
As of December 31, 2024 and December 31, 2023, we had no material third-party guarantees recorded on our consolidated balance sheets. Guarantees do not have, and we do not expect them to have, a material effect on our liquidity.
As of December 31, 2025 and December 31, 2024, we had no material third-party guarantees recorded on our consolidated balance sheets. Guarantees do not have, and we do not expect them to have, a material effect on our liquidity.
For interim reporting purposes, advertising and consumer promotion 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.
For interim reporting purposes, those expenses are charged to operations as a percentage of volume, based on estimated sales volume and estimated program spending. We do not defer costs on our year-end consolidated balance sheets and all marketing and advertising costs are recorded as an expense in the year incurred.
The peso's devaluation and potential resulting distortion on our non-GAAP Organic Net Revenue, Organic Net Revenue growth and other constant currency growth rate measures resulted in our decision to exclude the impact of pricing increases in excess of 26% year-over-year ("extreme pricing") in Argentina, from these measures beginning in Q1 2024.
The peso's devaluation and potential resulting distortion on our non-GAAP Organic Net Revenue, Organic Net Revenue growth and other constant currency growth rate measures resulted in our decision to exclude the impact of pricing increases in excess of 26% year-over-year ("extreme pricing") in Argentina, from these measures beginning in the first quarter of 2024.
In the event this were to 32 Table of Contents occur, this could lead to the partial or full impairment of our Russian assets or deconsolidation of the operations in Russia in future periods, or the termination of and loss of revenue from our business operations, based on actions taken by Russia, other parties or us.
In the event this were to occur, this could lead to the partial or full impairment of our Russian assets or deconsolidation of the operations in Russia in future periods, or the termination of and loss of revenue from our business operations, based on actions taken by Russia, other parties or us.
The operating expenses associated with the ERP System Implementation represent incremental transformational costs above the normal ongoing level of spending on information technology to support operations. The ERP System Implementation program will be implemented by region in several phases with spending occurring over the next five years, with expected completion by year-end 2028.
The operating expenses associated with the ERP System Implementation represent incremental transformational costs above the normal ongoing level of spending on information technology to support operations. The ERP System Implementation program will be implemented by region in several phases with spending continuing over the next three years, with expected completion by year-end 2028.
Employee Benefit Plans We sponsor various employee benefit plans worldwide, including primarily pension plans and postretirement healthcare benefits. For accounting purposes, we estimate the pension and postretirement healthcare benefit obligations utilizing assumptions and estimates for discount rates; expected returns on plan assets; expected compensation increases; employee-related factors such as turnover, retirement age and mortality; and health care cost trends.
Employee Benefit Plans We sponsor various employee benefit plans worldwide, primarily including pension plans and postretirement healthcare benefit plans. We estimate the pension and postretirement healthcare benefit obligations for those plans utilizing assumptions and estimates for discount rates; expected returns on plan assets; expected compensation increases; employee-related factors such as turnover, retirement age and mortality; and health care cost trends.
One of our subsidiaries, Mondelez International Holdings Netherlands B.V. (“MIHN”), has outstanding debt. Refer to Note 9, Debt and Borrowing Arrangements .
One of our subsidiaries, Mondelez International Holdings Netherlands B.V. (“MIHN”), has outstanding debt. Refer to Note 8, Debt and Borrowing Arrangements .
These expenses include third-party consulting fees, direct labor costs associated with the program, accelerated depreciation of our existing SAP financial systems and various other expenses, all associated with the implementation of our information technology upgrades.
These expenses include third-party consulting fees, direct labor costs associated with the program, accelerated depreciation of our existing SAP 39 Table of Contents financial systems and various other expenses, all associated with the implementation of our information technology upgrades.
(4) Constant currency operating results are calculated by dividing or multiplying, as appropriate, the current-period local currency operating results by the currency exchange rates used to translate the financial statements in the comparable prior year period to determine what the current-period U.S. dollar operating results would have been if the currency exchange rate had not changed from the comparable prior-year period.
We determine constant currency operating results by dividing or multiplying, as appropriate, the current-period local currency operating results by the currency exchange rates used to translate the financial statements in the comparable prior-year period to determine what the current-period U.S. dollar operating results would have been if the currency exchange rate had not changed from the comparable prior-year period.
A number of external factors such as the current macroeconomic environment, including global inflation, effects of geopolitical uncertainty, climate and weather conditions, commodity, transportation and labor market conditions, exchange rate volatility and the effects of local and global regulations, including trade policies, governmental agricultural or other programs affect the availability and cost of raw materials and agricultural materials used in our products.
A number of external factors such as the current macroeconomic environment, including global inflation, effects of geopolitical uncertainty, climate, weather and other conditions affecting plant health and crop yield, commodity, transportation and labor market conditions, exchange rate volatility and the effects of global and local regulations, including trade policies, governmental agricultural or other programs affect the availability and cost of raw materials and agricultural materials used in our products.
These factors could impact the supply of cocoa, which could potentially limit our ability to produce our products and significantly impact profitability. During 2024, price volatility and the higher aggregate cost environment increased due to international supply chain and labor market disruptions and generally higher commodity, transportation and labor costs.
These factors impact the supply of cocoa, and could potentially limit our ability to produce our products or significantly impact profitability. During 2025, price volatility and the higher aggregate cost environment increased due to international supply chain and labor market disruptions and generally higher commodity, transportation and labor costs.
Since we purchase commodity and forecasted currency transaction contracts to mitigate price volatility primarily for inventory requirements in future periods, we make this adjustment to remove the volatility of these future inventory purchases on current operating results to facilitate comparisons of our underlying operating performance across periods.
Since we purchase commodity and foreign currency derivative contracts to mitigate price volatility primarily for inventory requirements in future periods, we make this adjustment to remove the volatility of these future inventory purchases on current operating results to facilitate comparisons of our underlying operating performance across periods.
Refer to Note 9, Debt and Borrowing Arrangements , for more information on our debt and debt covenants. 55 Table of Contents Commodity Trends We regularly monitor worldwide supply, commodity cost and currency trends so we can cost-effectively secure ingredients, packaging and fuel required for production.
Refer to Note 8, Debt and Borrowing Arrangements , for more information on our debt and debt covenants. 50 Table of Contents Commodity Trends We regularly monitor worldwide supply, commodity cost and currency trends so we can cost-effectively secure ingredients, packaging and fuel required for production.
Plans Fifty-Basis-Point Fifty-Basis-Point Increase Decrease Increase Decrease (in millions) Effect of change in discount rate on pension costs $ 2 $ (2) $ (14) $ 19 Effect of change in expected rate of return on plan assets on pension costs (7) 7 (36) 36 Effect of change in discount rate on postretirement health care costs (1) 1 — — Income Taxes As a global company, we calculate and provide for income taxes in each tax jurisdiction in which we operate.
Plans Fifty-Basis-Point Fifty-Basis-Point Increase Decrease Increase Decrease (in millions) Effect of change in discount rate on pension and postretirement costs $ (1) $ 1 $ (12) $ 15 Effect of change in expected rate of return on plan assets on pension and postretirement costs (2) 2 (36) 36 Effect of change in discount rate on postretirement health care costs 1 (1) — — Income Taxes As a global company, we calculate and provide for income taxes in each tax jurisdiction in which we operate.
Overall, we do not expect negative effects to our funding sources that would have a material effect on our liquidity, and we continue to monitor our global operations including the impact of ongoing or new conflicts in Ukraine and the Middle East. To date, we have been successful in generating cash and raising financing as needed.
Overall, we do not expect negative effects to our funding sources that would have a material effect on our liquidity, and we continue to monitor our global operations including the impact of developments in Ukraine and the Middle East. To date, we have been successful in generating cash and raising financing as needed.
The ERP System Implementation program will be implemented in several phases with spending occurring over the next five years, with expected completion by year-end 2028. The operating expenses associated with the ERP System Implementation represent incremental transformational costs above the normal ongoing level of spending on information technology to support operations.
The ERP System Implementation program will be implemented by region in several phases with spending continuing over the next three years, with expected completion by year-end 2028. The operating expenses associated with the ERP System Implementation represent incremental transformational costs above the normal ongoing level of spending on information technology to support operations.
In particular, the supply of cocoa is exposed to many of these factors, including climate change and weather events, local regulations in cocoa-producing countries, and global regulations such as the EU Deforestation Regulation (which requires companies to ensure that the products they place on the EU market or export from it are not associated with deforestation).
In particular, the supply of cocoa is exposed to many of these factors, including climate change, weather and other events affecting plant health and crop yield, local regulations in cocoa-producing countries, and global regulations such as the EU Deforestation Regulation (which requires companies to ensure that the products they place on the EU market or export from it are not associated with deforestation).
See Note 13, Capital Stock , to the consolidated financial statements and Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities – Issuer Purchases of Equity Securities , for information on our share repurchase program.
Refer to Note 12, Capital Stock , to the consolidated financial statements and Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities – Issuer Purchases of Equity Securities , for information on our share repurchase program.
Higher net pricing, net of the adjustment for extreme pricing in Argentina, was driven by input cost-driven pricing actions and reflected across all categories, primarily in Argentina, Mexico and Brazil.
Higher net pricing, net of extreme pricing in Argentina, was driven by input cost-driven pricing actions, primarily in Brazil, Argentina and Mexico, and was reflected across all categories.
Favorable volume/mix was driven by gains in gum, biscuits & baked snacks, chocolate and cheese & grocery, partially offset by declines in refreshment beverages and candy.
Overall, unfavorable volume/mix was driven by declines in chocolate, candy and gum, partially offset by gains in biscuits & baked snacks, cheese & grocery and refreshment beverages.
(16) In July 2024, our Board of Directors approved funding of $1.2 billion for a multi-year systems transformation program to upgrade our global ERP and supply chain systems (the “ERP System Implementation”), which is comprised of both capital expenditures and operating expenses, of which a majority is expected to be operating expenses.
ERP System Implementation costs – In July 2024, our Board of Directors approved funding of $1.2 billion for a multi-year systems transformation program to upgrade our global ERP and supply chain systems, which is comprised of both capital expenditures and operating expenses, of which a majority is expected to be operating expenses.
We continue to evaluate the situation in Ukraine and Russia and our ability to control our operating activities and businesses on an ongoing basis and comply with applicable international sanctions. We continue to consolidate both our Ukrainian and Russian subsidiaries. During both 2024 and 2023, Ukraine generated 0.4% and Russia generated 2.9% of consolidated net revenue.
We continue to evaluate the situation in Ukraine and Russia and our ability to control our operating activities and businesses on an ongoing basis and comply with applicable international sanctions. We continue to consolidate both our Ukrainian and Russian subsidiaries. During 2025, Ukraine generated 0.4% and Russia generated 3.7% of our consolidated net revenue.
Critical estimates in valuing certain of the intangible assets include, but are not limited to: expected future cash flows of the acquired business, discount and royalty rates and economic lives of customer relationships, trade names and fixed assets. Unanticipated events and circumstances may occur, which may affect the accuracy or validity of such assumptions or estimates.
Critical estimates in valuing certain of the intangible assets include, but are not limited to: future sales, earnings growth rates, royalty rates, discount rates and economic lives of customer relationships, trade names and fixed assets. Unanticipated events and circumstances may occur, which may affect the accuracy or validity of such assumptions or estimates.
Net Cash Used in Financing Activities The decrease in net cash used in financing activities was primarily due to higher debt proceeds combined with lower debt repayments, partially offset by higher share repurchases and an increase in dividends paid to shareholders in 2024.
Net Cash Used in Financing Activities The reduction in net cash used in financing activities was primarily due to higher debt proceeds combined with lower debt repayments, partially offset by an increase in dividends paid to shareholders in 2025 and higher share repurchases compared to prior year.
GAAP financial measure) excluding the impacts of acquisitions, divestitures (2) , short-term distributor agreements related to the sale of a business (3) , and currency rate fluctuations (4) . We believe that Organic net revenue reflects the underlying growth from the ongoing activities of our business and provides improved comparability of results.
GAAP financial measure) excluding, when they occur, the impacts of acquisitions, divestitures, short-term distributor agreements related to the sale of a business, and currency-related items. We believe that Organic net revenue reflects the underlying growth from the ongoing activities of our business and provides improved comparability of results.
At our July 2024 meeting, the Board of Directors approved a new $2 billion long-term financing authorization that replaced the prior long-term financing authorization of $2 billion. As of December 31, 2024, $1.5 billion of the long-term financing authorization remained available. Our total debt was $17.7 billion at December 31, 2024 and $19.4 billion at December 31, 2023.
At our December 2025 meeting, the Board of Directors approved a new $4 billion long-term financing authorization that replaced the prior long-term financing authorization of $4 billion. As of December 31, 2025, $4.0 billion of the long-term financing authorization remained available. Our total debt was $21.2 billion at December 31, 2025 and $17.7 billion at December 31, 2024.
Long-term cash requirements primarily relate to funding long-term debt repayments (refer to Note 9, Debt and Borrowing Arrangements ), our U.S. tax reform transition tax liability and deferred taxes (refer to Note 16, Income Taxes ), our long-term benefit plan obligations (refer to Note 11, Benefit Plans ) and commodity-related purchase commitments and derivative contracts (refer to Note 10, Financial Instruments ).
Long-term cash requirements primarily relate to funding long-term debt repayments (refer to Note 8, Debt and Borrowing Arrangements ), deferred taxes (refer to Note 16, Income Taxes ), long-term benefit plan obligations (refer to Note 10, Benefit Plans ) and commodity-related purchase commitments and derivative contracts (refer to Note 9, Financial Instruments ).
We expect 2025 capital expenditures to be up to $1.4 billion, including capital expenditures in connection with our ERP System Implementation program and for funding our strategic priorities. We expect to continue to fund these expenditures with cash from operations.
We expect 2026 capital expenditures to be up to $1.5 billion, including capital expenditures in connection 49 Table of Contents with our ERP System Implementation program and for funding our strategic priorities. We expect to continue to fund these expenditures with cash from operations.
We manage these costs through cost saving and productivity initiatives, sourcing and hedging programs, pricing actions, refinancing and tax planning. We experienced significantly higher operating costs, including higher overall raw material (particularly cocoa) and labor costs that have continued to rise. Refer to Commodity Trends for additional information.
We manage these costs through cost saving and productivity initiatives, sourcing and hedging programs, pricing actions, refinancing and other planning actions. We experienced significantly higher operating costs, including higher overall raw material (particularly cocoa) that have continued to rise.
Our debt-to-capitalization ratio was 0.40 at December 31, 2024 and 0.41 at December 31, 2023. The weighted-average term of our outstanding long-term debt was 7.7 years at December 31, 2024 and 7.8 years at December 31, 2023. Our average daily commercial borrowings were $1.1 billion in 2024, $2.1 billion in 2023 and $1.6 billion in 2022.
Our debt-to-capitalization ratio was 0.45 at December 31, 2025 and 0.40 at December 31, 2024. The weighted-average term of our outstanding long-term debt was 7.3 years at December 31, 2025 and 7.7 years at December 31, 2024. Our average daily commercial paper borrowings were $2.4 billion in 2025, $1.1 billion in 2024 and $2.1 billion in 2023.
Higher raw material costs were in part due to higher cocoa, sugar, nuts and other ingredient costs, as well as unfavorable year-over-year currency exchange transaction costs on imported materials, partially offset by lower energy, edible oils, grains, dairy and packaging costs. Overall, unfavorable volume/mix was due to volume declines partially offset by favorable product mix.
Higher raw material costs were primarily due to higher cocoa, dairy, packaging, edible oils, nuts and other ingredient costs, as well as unfavorable year-over-year currency exchange transaction costs on imported materials, partially offset by lower sugar, grains and energy costs.
We review our actuarial assumptions on an annual basis and make modifications to the assumptions based on current rates and trends when appropriate. Our assumptions also reflect our historical experiences and management’s best judgment regarding future expectations. These and other assumptions affect the annual expense and obligations recognized for the underlying plans.
We review our actuarial assumptions on an annual basis and make modifications to the assumptions based on current rates and trends when appropriate. Our assumptions also reflect our historical experiences and management’s best judgment regarding future expectations.
Organic Net Revenue growth was driven by higher net pricing and favorable volume/mix. Higher net pricing in all regions was due to the benefit of carryover pricing from 2022 as well as the effects of input cost-driven pricing actions taken during 2023.
Organic Net Revenue growth was driven by higher net pricing, partially offset by unfavorable volume/mix. Higher net pricing was due to the benefit of carryover pricing from 2024 as well as the effects of input cost-driven pricing actions taken during 2025. Higher net pricing was reflected in all regions.
For a full discussion related to the financial condition for the fiscal year ended December 31, 2022, including a year-to-year comparison between 2023 and 2022, see Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
For a discussion of the fiscal year ended December 31, 2024 compared to the fiscal year ended December 31, 2023, please refer to Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
On July 30, 2024, the Audit Committee, with authorization delegated from our Board of Directors, declared a quarterly cash dividend of $0.470 per share of Class A Common Stock, an increase of 11 percent, which would be $1.88 per common share on an annualized basis.
On July 29, 2025, the Audit Committee, with authorization delegated from our Board of Directors, declared a quarterly cash dividend of $0.50 per share of Class A Common Stock, an increase of 6 percent, which would be $2.00 per common share on an annualized basis.
We have suspended new capital investments and our advertising spending in Russia, but as a food company with more than 2,500 employees in the country, we have not ceased operations given we believe we play a role in the continuity of the food supply.
Refer to Items Affecting Comparability of Financial Results for additional information. We have suspended new capital investments and our advertising spending in Russia, but as a food company with more than 2,500 employees in the country, we have not ceased operations because we believe that we play a role in the continuity of the food supply.
Unfavorable currency translation rate changes reflected the strength of the U.S. dollar relative to most currencies across the region, including the Turkish lira, Russian ruble and Ukrainian hryvnya, partially offset by the strength of a few currencies relative to the U.S. dollar, including the British pound sterling, Polish zloty and euro.
Favorable currency translation rate changes reflected the strength of most currencies across the region relative to the U.S. dollar, primarily the euro, Russian ruble, British pound sterling, Polish zloty and Swedish krona, partially offset by the strength of the U.S. dollar relative to a few currencies, primarily the Turkish lira,. Unfavorable volume/mix reflected volume declines due to pricing elasticity impacts.
GAAP financial measures. We have provided the reconciliations between the GAAP and non-GAAP financial measures along with a discussion of our underlying GAAP results throughout our Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Form 10-K.
We have provided the reconciliations between the GAAP and non-GAAP financial measures along with a discussion of our underlying GAAP results throughout our Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Form 10-K. We also evaluate the operating performance of the company and its international subsidiaries on a constant currency basis.
Dividends We paid dividends of $2,349 million in 2024, $2,160 million in 2023 and $1,985 million in 2022.
Dividends We paid dividends of $2,487 million in 2025, $2,349 million in 2024 and $2,160 million in 2023.
Overall, unfavorable volume/mix reflected volume declines due to consumer softness, primarily in Mexico and Argentina, partially offset by favorable product mix. Overall, unfavorable volume/mix was driven by declines in chocolate, candy, cheese & grocery and refreshment beverages, partially offset by gains in biscuits & baked snacks and gum.
Unfavorable volume/mix reflected volume declines due to pricing elasticity impacts across most markets, primarily in Argentina and Brazil. Overall, unfavorable volume/mix was driven by declines in refreshment beverages, biscuits & baked snacks, candy and cheese & grocery, partially offset by gains in chocolate and gum.
We believe these measures provide improved comparability of underlying operating results. • “Adjusted EPS” is defined as diluted EPS attributable to Mondelēz International (the most comparable U.S.
We also evaluate growth in our Adjusted Operating Income on a constant currency basis. We believe these measures provide improved comparability of underlying operating results. • “Adjusted EPS” is defined as diluted EPS attributable to Mondelēz International (the most comparable U.S.
Unfavorable currency impacts were primarily due to the strength of the U.S. dollar relative to a few currencies in the region, primarily the Argentinean peso, partially offset by the strength of most currencies relative to the U.S. dollar, primarily the Mexican peso and Brazilian real.
Currency-related items were unfavorable due to currency translation rate changes, partially offset by the impact of extreme pricing in Argentina. Unfavorable currency translation impacts were primarily due to the strength of the U.S. dollar relative to most currencies in the region, including the Argentinean peso, Brazilian real and Mexican peso.
(6) Divestiture-related costs, which includes costs incurred in relation to the preparation and completion (including one-time costs such as severance related to the elimination of stranded costs) of our divestitures as defined in footnote (2), also includes costs incurred associated with our publicly-announced processes to sell businesses.
Divestiture-related costs include costs incurred in relation to the preparation and completion of divestiture transactions (including one-time costs such as severance related to the elimination of stranded costs) as well as costs incurred associated with publicly announced processes to sell businesses.
For the Years Ended December 31, 2024 2023 $ Change % Change Diluted EPS attributable to Mondelēz International $ 3.42 $ 3.62 $ (0.20) (5.5) % Simplify to Grow Program (2) 0.09 0.08 0.01 Intangible asset impairment charges (2) 0.08 0.01 0.07 Mark-to-market gains from derivatives (2) (0.32) (0.12) (0.20) Acquisition integration costs and contingent consideration adjustments (2) (0.17) 0.14 (0.31) Divestiture-related costs (2) — 0.04 (0.04) Operating results from divestitures (2) (3) (0.07) (0.17) 0.10 Gain on divestitures (2) — (0.08) 0.08 European Commission legal matter (2) — 0.01 (0.01) ERP System Implementation costs (2) 0.04 — 0.04 Remeasurement of net monetary position (2) 0.02 0.07 (0.05) Impact from pension participation changes (2) 0.01 0.01 — Initial impacts from enacted tax law changes (4) 0.02 0.06 (0.04) Gain on marketable securities (5) — (0.34) 0.34 Loss/(gain) on equity method investment transactions (6) 0.24 (0.25) 0.49 Adjusted EPS (1) $ 3.36 $ 3.08 $ 0.28 9.1 % Currency-related items 0.12 — 0.12 Adjusted EPS (constant currency) (1) $ 3.48 $ 3.08 $ 0.40 13.0 % Key Drivers of Adjusted EPS (constant currency) $ Change Increase in operations $ 0.24 Impact from acquisitions (2) 0.01 Change in benefit plan non-service income 0.01 Change in interest and other expense, net (6) 0.04 Change in dividend income from marketable securities (0.01) Change in income taxes (4) 0.05 Change in shares outstanding (7) 0.06 Total change in Adjusted EPS (constant currency) (1) $ 0.40 (1) Refer to the Non-GAAP Financial Measures section appearing for additional information.
For the Years Ended December 31, 2025 2024 $ Change % Change Diluted EPS attributable to Mondelēz International $ 1.89 $ 3.42 $ (1.53) (44.7) % Restructuring charges — 0.09 (0.09) Intangible asset impairment charges 0.02 0.08 (0.06) Mark-to-market losses/(gains) from derivatives 0.83 (0.32) 1.15 Acquisition-related items 0.01 (0.17) 0.18 Divestiture-related items — (0.08) 0.08 ERP System Implementation costs 0.10 0.04 0.06 Remeasurement of net monetary position 0.03 0.02 0.01 Pension participation changes 0.20 0.01 0.19 Resolution of tax matters (0.02) — (0.02) Initial impacts from enacted tax law changes 0.01 0.02 (0.01) Gain on marketable securities (0.02) — (0.02) (Gain)/loss on equity method investment transactions (0.13) 0.24 (0.37) Adjusted EPS (1) $ 2.92 $ 3.35 $ (0.43) (12.8) % Currency-related items (0.06) — (0.06) Adjusted EPS (constant currency) (1) $ 2.86 $ 3.35 $ (0.49) (14.6) % Key Drivers of Adjusted EPS (constant currency) $ Change Decrease in operations $ (0.52) Impact from acquisitions 0.02 Change in benefit plan non-service income (0.01) Change in interest and other expense, net (0.05) Change in income taxes (0.03) Change in shares outstanding 0.10 Total change in Adjusted EPS (constant currency) (1) $ (0.49) (1) Refer to the Non-GAAP Financial Measures section for additional information.
Our primary non-GAAP financial measures are listed below and reflect how we evaluate our current and prior year operating results. As new events or circumstances arise, these definitions could change.
Our primary non-GAAP financial measures and corresponding metrics, listed below, reflect how we evaluate our current and prior year operating results. As new events or circumstances arise, these definitions could change. When our definitions change, we provide the updated definitions and present the related non-GAAP historical results on a comparable basis.
These favorable items were partially offset by higher raw material costs, higher advertising and consumer promotion costs, higher acquisition integration costs and contingent consideration adjustments, higher other selling, general and administrative expenses, an intangible asset impairment charge incurred in 2023, divestiture-related costs incurred in 2023, unfavorable volume/mix and unfavorable currency. 53 Table of Contents Liquidity and Capital Resources We believe that cash from operations, our revolving credit facilities, short-term borrowings and our authorized long-term financing will continue to provide sufficient liquidity for our working capital needs, planned capital expenditures and future payments of our contractual, tax and benefit plan obligations and payments for acquisitions, share repurchases and quarterly dividends.
These unfavorable items were partially offset by lower advertising and consumer promotion costs, lower manufacturing costs due to productivity, higher net pricing, lower other selling, general and administrative expenses, lower restructuring charges and lower fixed asset impairment charges. 48 Table of Contents Liquidity and Capital Resources We believe that cash from operations, our revolving credit facilities, short-term borrowings and long-term debt financing will continue to provide sufficient liquidity for our working capital needs, planned capital expenditures and future payments of our contractual, tax and benefit plan obligations and payments for acquisitions, share repurchases and quarterly dividends.
Please refer to the notes to the consolidated financial statements indicated below for more information. Refer also to the Consolidated Results of Operations – Net Earnings and Earnings per Share Attributable to Mondelēz International table for the after-tax per share impacts of these items.
Refer also to the Consolidated Results of Operations – Net Earnings and Earnings per Share Attributable to Mondelēz International table for the after-tax per share impacts of these items and to the Non-GAAP Financial Measures section for definitions of our non-GAAP financial measures.
In Emerging Markets, unfavorable currency-related items of $778 million (5.6 pp) were driven by unfavorable currency translation rate changes of $1,945 million (13.9 pp), partially offset by extreme pricing of $1,167 million (8.3 pp).
In Emerging Markets, unfavorable currency-related items of $134 million (0.9 pp) were driven by unfavorable currency translation rate changes of $183 million (1.3 pp), partially offset by extreme pricing of $49 million (0.4 pp).
We expect these conditions to continue to impact our aggregate commodity costs. In particular, we expect to face higher cocoa costs in the near- and medium-term due to these factors.
We expect these conditions to continue to impact our aggregate commodity costs. In particular, while we expect cocoa costs to be lower in 2026 compared to the current year, we expect to continue to face elevated cocoa costs as compared to historical levels in the near- and medium-term due to these factors.
Our reduction in ownership to below 5% eliminated our significant influence over KDP, resulting in a change in accounting from equity method investment accounting to accounting for equity interests with readily determinable fair values in the first quarter of 2023.
Keurig Dr Pepper Transactions During the first quarter of 2023, our ownership in KDP fell to below 5% of the outstanding shares, resulting in a change in the accounting for our KDP investment, from equity method investment accounting to accounting for equity interests with readily determinable fair values as we no longer retained significant influence.
During 2024, we experienced sales impacts related to this conflict in certain AMEA markets, but this did not have a material impact on our business, results of operations or financial condition. We continue to evaluate the impacts of these developments on our business and we cannot predict if it will have a significant impact in the future.
Throughout 2024 and 2025, we experienced limited adverse sales impacts related to this conflict in certain AMEA markets, but this did not have a material impact on our business, results of operations or financial condition.
On November 29, 2024, we sold our remaining 85.9 million shares to JAB Holdings Company and recorded a gain of €313 million ($332 million) In 2023, we sold approximately 9.9 million of our shares, which reduced our ownership interest by 2.0 percentage points, from 19.7% to 17.7%. We recorded a loss of €21 million ($23 million).
In 2023, we sold approximately 9.9 million of our shares, which reduced our ownership interest by 2.0 percentage points, from 19.7% to 17.7%. We received cash proceeds of €255 million ($279 million) and recorded a loss of €21 million ($23 million).
In addition to monitoring our key operating metrics, we monitor a number of developments and trends that could impact our revenue and profitability objectives: Demand We monitor consumer spending and our market share within the food and beverage categories in which we sell our products.
Business Trends We monitor a number of developments and trends that could impact our revenue and profitability objectives: Demand We monitor consumer spending and our market share within the food and beverage categories in which we sell our products. Core snacks categories continued to expand due to the continued growth of snacking as a consumer behavior around the world.
Our cash flow activity over the last three years is noted below: For the Years Ended December 31, 2024 2023 2022 (in millions) Net cash provided by/(used in): Operating activities $ 4,910 $ 4,714 $ 3,908 Investing activities 526 2,812 (4,888) Financing activities (5,780) (7,558) (456) Net Cash Provided by Operating Activities The increase in net cash provided by operating activities in 2024 was primarily due to an increase in cash-basis net earnings, largely due to operating gains, partially offset by unfavorable year-over-year working capital movements, including the payment of the European Commission matter.
Our cash flow activity over the last three years is noted below: For the Years Ended December 31, 2025 2024 2023 (in millions) Net cash provided by/(used in): Operating activities $ 4,514 $ 4,910 $ 4,714 Investing activities (1,196) 526 2,812 Financing activities (2,759) (5,780) (7,558) Net Cash Provided by Operating Activities The reduction in net cash provided by operating activities in 2025 was primarily due to a lower cash-basis net earnings combined with slightly unfavorable year-over-year working capital movements.
In 2024, Organic Net Revenue increased due to higher net pricing, partially offset by unfavorable volume/mix. In 2023, Organic Net Revenue grew due to higher net pricing and favorable volume/mix. Organic Net Revenue is on a constant currency basis and excludes revenue from acquisitions and divestitures.
Organic Net Revenue – Organic Net Revenue, a non-GAAP financial measure, increased 4.3% to $37.9 billion in 2025 due to higher net pricing, partially offset by unfavorable volume/mix. Organic Net Revenue is reported on a constant currency basis and excludes revenue from acquisitions and divestitures.
See Note 18, Segment Reporting, for additional information on our segments and Items Affecting Comparability of Financial Results earlier in this section for items affecting our segment operating results.
Our regional management teams have responsibility for the business, product categories and financial results in the regions. Refer to Note 18, Segment Reporting, for additional information on our segments and Items Affecting Comparability of Financial Results earlier in this section for items affecting our segment operating results.
Unfavorable currency translation rate changes were due to the strength of the U.S. dollar relative to most currencies, primarily the Argentinean peso, as well as the Brazilian real, Nigerian naira, Turkish Lira, Russian ruble, Egyptian pound, Mexican peso and Chinese yuan, partially offset by the strength of a few currencies relative to the U.S. dollar, including the British pound sterling, Polish zloty, euro and Colombian peso.
Favorable 42 Table of Contents currency translation rate changes were due to the strength of several currencies relative to the U.S. dollar, including the euro, Russian ruble, British pound sterling, Polish zloty and Swedish krona, partially offset by the strength of the U.S. dollar relative to several currencies, primarily the Argentinean peso, Brazilian real, Mexican peso, Indian rupee, Turkish lira, Australian dollar, Egyptian pound and Canadian dollar.
The assumptions for discount rates and expected rates of return and our process for setting these assumptions are described in Note 11, Benefit Plans , along with additional information on our employee benefit plans. 61 Table of Contents As a sensitivity measure, a fifty-basis point change in our discount rates or the expected rate of return on plan assets would have the following effects, increase/(decrease), on our annual benefit plan costs: As of December 31, 2024 U.S.
As a sensitivity measure, a fifty-basis point change in our discount rates or the expected rate of return on plan assets would have the following effects, increase/(decrease), on our annual benefit plan costs: As of December 31, 2025 U.S. Plans Non-U.S.
Currency-related items decreased net revenues by $710 million, driven by unfavorable currency 38 Table of Contents translation rate changes, partially offset by the adjustment for extreme pricing in Argentina. Refer to Recent Developments and Significant Items Affecting Comparability for additional information.
Refer to Note 2, Acquisitions and Divestitures, for additional information. Currency-related items increased net revenues by $241 million, driven by favorable currency translation rate changes and the impact of extreme pricing in Argentina. Refer to Recent Developments and Significant Items Affecting Comparability for additional information.
Currency-related items impacted our non-GAAP financial measures for the year ended December 31, 2024 as follows: • Organic Net Revenue: In total, unfavorable currency-related items of $710 million (2.0 pp) were driven by unfavorable currency translation rate changes of $1,877 million (5.2 pp), partially offset by extreme pricing of $1,167 million (3.2 pp).
Refer to Non-GAAP financial measures for additional information. Currency-related items impacted our non-GAAP financial measures for the year ended December 31, 2025 as follows: • Organic Net Revenue: In total, favorable currency-related items of $241 million (0.7 pp) were driven by favorable currency translation rate changes of $192 million (0.6 pp) and extreme pricing of $49 million (0.1 pp).
Unfavorable currency impacts were due to the strength of the U.S. dollar relative to most currencies in the region, including the Egyptian pound, Indian rupee, Chinese yuan, Nigerian naira, Australian dollar, South African Rand, Pakistan rupee and Japanese yen.
Unfavorable currency translation impacts were due to the strength of the U.S. dollar relative to most currencies in the region, including the Indian rupee, Australian dollar, Egyptian pound and Vietnamese dong, partially offset by the strength of a few currencies relative to the U.S. dollar, including the Malaysian ringgit and South African rand.
Throughout the following MD&A discussion, we now exclude, on a prospective basis beginning on January 1, 2024, the impact of extreme pricing in Argentina from the net pricing impact of Organic Net Revenue and Organic Net Revenue growth and its related impact on our other non-GAAP financial constant currency growth measures with a corresponding offset to changes in currency translation rates.
Throughout the following MD&A discussion, we exclude the impact of extreme pricing in Argentina from the net pricing impact of Organic Net Revenue and Organic Net Revenue growth and its related impact on our other non-GAAP financial constant currency growth measures. Additionally within this MD&A discussion, "currency-related items" reflect the impacts of extreme pricing and year-over-year currency translation rate changes.
Emerging markets net revenues increased 1.1% and emerging markets Organic Net Revenue increased 6.2% (1) . Developed markets net revenues increased 1.2% and developed markets Organic Net Revenue increased 3.2% (1) .
Emerging markets net revenues increased 8.5% and emerging markets Organic Net Revenue increased 7.2% (1) . Developed markets net revenues increased 4.0% and developed markets Organic Net Revenue increased 2.5% (1) .
The operations held by MIHN generated approximately 73.1% (or $26.6 billion) of the $36.4 billion of consolidated net revenue during fiscal year 2024 and represented approximately 81.9% (or $22.1 billion) of the $27.0 billion of net assets as of December 31, 2024.
The operations held by MIHN generated approximately 75.1% (or $28.9 billion) of the $38.5 billion of consolidated net revenue during fiscal year 2025 and represented approximately 96.5% (or $25.0 billion) of the $25.9 billion of net assets as of December 31, 2025.
Higher net pricing, which included the carryover impact of pricing actions taken in 2023 as well as the effects of input cost-driven pricing actions taken during 2024, was reflected across all regions. The increase in input costs was driven by higher raw material costs, partially offset by lower manufacturing costs driven by productivity.
During 2025, we realized higher net pricing, which was more than offset by increased input costs and unfavorable volume/mix. Higher net pricing, which included the carryover impact of pricing actions taken in 2024 as well as the effects of input cost-driven pricing actions taken during 2025, was reflected across all regions.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAs of December 31, 2024 and December 31, 2023, the estimated potential one-day loss in fair value of our interest rate-sensitive instruments, primarily debt, and the estimated potential one-day loss in pre-tax earnings from our currency and commodity instruments, as calculated in the VAR model, were: Pre-Tax Earnings Impact Fair Value Impact At 12/31/24 Average High Low At 12/31/24 Average High Low (in millions) Instruments sensitive to: Interest rates $ 76 $ 84 $ 95 $ 76 Foreign currency rates $ 22 $ 34 $ 46 $ 22 Commodity prices 21 49 99 14 Pre-Tax Earnings Impact Fair Value Impact At 12/31/23 Average High Low At 12/31/23 Average High Low (in millions) Instruments sensitive to: Interest rates $ 119 $ 144 $ 234 $ 89 Foreign currency rates $ 14 $ 17 $ 18 $ 14 Commodity prices 21 40 86 18 This VAR computation is a risk analysis tool designed to statistically estimate the maximum expected daily loss, under the specified confidence interval and assuming normal market conditions, from adverse movements in interest rates, currency exchange rates and commodity prices.
Biggest changeAs of December 31, 2025 and December 31, 2024, the estimated potential one-day loss in fair value of our interest rate-sensitive instruments, primarily debt, and the estimated potential one-day loss in pre-tax earnings from our currency and commodity instruments, as calculated in the VAR model, were: Pre-Tax Earnings Impact Fair Value Impact At 12/31/25 Average High Low At 12/31/25 Average High Low (in millions) Instruments sensitive to: Interest rates $ 42 $ 63 $ 84 $ 42 Foreign currency rates $ 44 $ 38 $ 44 $ 27 Commodity prices 32 46 104 22 Pre-Tax Earnings Impact Fair Value Impact At 12/31/24 Average High Low At 12/31/24 Average High Low (in millions) Instruments sensitive to: Interest rates $ 76 $ 84 $ 95 $ 76 Foreign currency rates $ 22 $ 34 $ 46 $ 22 Commodity prices 21 49 99 14 This VAR computation is a risk analysis tool designed to statistically estimate the maximum expected daily loss, under the specified confidence interval and assuming normal market conditions, from adverse movements in interest rates, currency exchange rates and commodity prices.
The parameters used for estimating the expected return distributions were determined by observing interest rate, currency exchange and commodity price movements over the prior quarter for the calculation of VAR amounts at December 31, 2024 and 2023, and over each of the four prior quarters for the calculation of average VAR amounts during each year.
The parameters used for estimating the expected return distributions were determined by observing interest rate, currency exchange and commodity price movements over the prior quarter for the calculation of VAR amounts at December 31, 2025 and 2024, and over each of the four prior quarters for the calculation of average VAR amounts during each year.
We cannot predict actual future movements in market rates and do not present these VAR results to be indicative of future movements in market rates or to be representative of any actual impact that future changes in market rates may have on our future financial results. 64 Table of Contents
We cannot predict actual future movements in market rates and do not present these VAR results to be indicative of future movements in market rates or to be representative of any actual impact that future changes in market rates may have on our future financial results. 57 Table of Contents
See Consolidated Results of Operations and Results of Operations by Operating Segment under Discussion and Analysis of Historical Results for currency exchange effects on our financial results. Throughout our discussion and analysis of results, we isolate currency impacts and supplementally provide net revenues, operating income and diluted earnings per share on a constant currency basis.
Refer to Consolidated Results of Operations and Results of Operations by Operating Segment under Discussion and Analysis of Historical Results for currency exchange effects on our financial results. Throughout our discussion and analysis of results, we isolate currency impacts and supplementally provide net revenues, operating income and diluted earnings per share on a constant currency basis.
For additional information on the impact of currency policies, recent currency devaluations and highly inflationary accounting on our financial condition and results of operations, also see Note 1, Summary of Significant Accounting Policies – Currency Translation and Highly Inflationary Accounting . We also continually monitor the market for commodities that we use in our products.
For additional information on the impact of currency policies, recent currency devaluations and highly inflationary accounting on our financial condition and results of operations, also refer to Note 1, Summary of Significant Accounting Policies – Currency Translation and Highly Inflationary Accounting . We also continually monitor the market for commodities that we use in our products.
Input costs may fluctuate widely due to international demand, weather conditions, government policy and regulation and the macroeconomic environment. Refer to Recent Developments and Significant Items Affecting Comparability and Financial Outlook above for updates on recent supply chain, labor and other disruptions that are increasing operating costs and impacting our results.
Input costs may fluctuate widely due to international demand, weather conditions, government policy and regulation and the macroeconomic environment. Refer to Recent Developments and Significant Items Affecting Comparability and Business Trends above for updates on recent supply chain, labor and other disruptions that are increasing operating costs and impacting our results.
For additional information on our derivative activity and the types of derivative instruments we use to hedge our currency exchange, commodity price and interest rate exposures, see Note 10, Financial Instruments . Many of our non-U.S. subsidiaries operate in functional currencies other than the U.S. dollar.
For additional information on our derivative activity and the types of derivative instruments we use to hedge our currency exchange, commodity price and interest rate exposures, refer to Note 9, Financial Instruments . Many of our non-U.S. subsidiaries operate in functional currencies other than the U.S. dollar.
We periodically use interest rate swaps and forward interest rate contracts to achieve a desired proportion of variable versus fixed-rate debt based on current and projected market conditions. For more information on our debt activity, see Note 9, Debt and Borrowing Arrangements . See Note 10, Financial Instruments , for more information on our derivative activity.
We periodically use interest rate swaps and forward interest rate contracts to achieve a desired proportion of variable versus fixed-rate debt based on current and projected market conditions. For more information on our debt activity, refer to Note 8, Debt and Borrowing Arrangements . Refer to Note 9, Financial Instruments , for more information on our derivative activity.
Excluded from the computation were anticipated transactions, currency trade payables and receivables, and net investments in non-U.S. subsidiaries, which the above-mentioned instruments are intended to hedge. 63 Table of Contents The VAR model assumes normal market conditions, a 95% confidence interval and a one-day holding period.
Excluded from the computations are anticipated transactions, foreign currency denominated trade payables and receivables, and net investments in non-U.S. subsidiaries, which the above-mentioned instruments are intended to hedge. 56 Table of Contents The VAR model assumes normal market conditions, a 95% confidence interval and a one-day holding period.
The VAR analysis was done separately as of each quarter end for our currency exchange, fixed income and commodity risk portfolios using historical market movements. The instruments included in the VAR computation were currency exchange forwards and options for currency exchange risk, debt and swaps for interest rate risk, and commodity forwards, futures and options for commodity risk.
The VAR analysis is computed as of each quarter end for our currency exchange, fixed income and commodity risk portfolios using historical market movements. The instruments included in the VAR computations are currency exchange forwards, swaps and options for currency exchange risk, debt and swaps for interest rate risk, and commodity futures and options for commodity risk.

Other MDLZ 10-K year-over-year comparisons