Mondelez International, Inc.: Form 10-Q for the period ended Sep 30, 2026

Overview of Business and Strategy

Our core business is making and selling chocolate, biscuits and baked snacks, with additional businesses in adjacent, locally relevant categories including gum & candy, meals and beverages around the world.

We aim to be the global leader in snacking. Our strategy is to drive long-term growth by focusing on four strategic priorities: accelerating consumer-centric growth, driving operational excellence, creating a winning growth culture and scaling sustainable snacking. We believe the successful implementation of our strategic priorities and leveraging of our attractive global footprint, strong core of iconic global and local brands, marketing, sales, distribution and cost excellence capabilities, and top talent with a growth mindset, will drive consistent top- and bottom-line growth, enabling us to continue to create long-term value for our shareholders.

Recent Developments and Significant Items

Macroeconomic environment

We continue to observe significant market and geopolitical uncertainty, inflationary pressures, supply constraints, trade and regulatory uncertainty and exchange rate volatility. In addition, consumer preferences continue to evolve in response to health and wellness trends. As a result, we experienced higher operating costs, including higher overall raw material, labor and energy costs. In particular, cocoa prices, while below prior year peak levels, are expected to remain elevated compared to historical levels in the near- and medium-term. Refer to Commodity Trends for additional information.

Our long-term outlook for future snacks revenue growth remains strong; however, we anticipate ongoing volatility. While we have responded to elevated raw material costs with price increases for certain of our products, the elasticity impacts from those pricing increases have adversely impacted consumer demand, particularly in Europe. We will continue to proactively manage our business in response to the evolving global economic environment, related uncertainty and business risks while also prioritizing and supporting our employees and customers. We continue to take steps to mitigate impacts to our supply chain, operations, technology and assets.

Trade and Regulatory Uncertainty

In many markets, including the United States, certain products or a portion of our products, including significant inputs, are imported from other jurisdictions. As the current geopolitical environment remains unpredictable, we continue to monitor and evaluate the impact of proposed and enacted tariffs, including proposed and enacted retaliatory tariffs or other trade restrictions. During the first quarter of 2026, the U.S. Supreme Court ruled that the tariffs imposed under the International Emergency Economic Powers Act ("IEEPA") were unlawful. Over the period in which these tariffs were in effect, we paid approximately $20 million of tariffs under the IEEPA, of which we have received refunds for approximately $14 million as of September 30, 2026. The timing and amount of any additional refunds of these tariffs remains uncertain at this stage. As such, we have not recorded any additional anticipated IEEPA tariff refunds as of September 30, 2026. Additionally, the U.S. administration has continued to impose new tariffs under other provisions in U.S. trade law and will likely continue to do so in the future. We are evaluating the potential impact of these developments as well as our ability to mitigate the impact, as they are expected to adversely impact our revenue and cost of goods sold. If additional tariff actions are implemented, we would expect those adverse impacts on our business operations and financial performance to be significant. For most products and materials imported to the United States from Mexico and Canada, we comply with the terms of the U.S.-Mexico-Canada Agreement and are therefore not subject to tariffs on most products and materials imported from those jurisdictions. However, the current trade environment continues to evolve rapidly and there can be no assurance that such products and materials will continue to be exempt. The implementation of additional protectionist trade measures, and any further retaliatory actions taken in response, could result in increased costs and pricing pressures, disrupt consumer spending patterns, and impact market stability and consumer confidence, any or all of which could adversely affect our operating results. For additional information, see the risk factors in our Annual Report on Form 10-K for the year ended December 31, 2025, 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.”

War in Ukraine

The war in Ukraine continues to subject our business in the region to periodic disruptions, which may affect production, distribution and the safety of our employees. We continue to suspend new capital investments and advertising in Russia, but we have not ceased operations because we believe that we play a role in the continuity of the food supply. We continue to evaluate our ability to control our operating activities in Ukraine and Russia and comply with applicable international sanctions. We continue to consolidate both subsidiaries. During the third quarter of 2026, Ukraine generated 0.3% and Russia generated 3.1% of our consolidated net revenue.

Our operations in Russia are subject to risks, including the temporary or permanent loss of assets due to expropriation or further curtailment of our ability to conduct business operations in Russia, which could lead to the partial or full impairment of our Russian assets or deconsolidation of our Russian operations or the termination of and loss of revenue from those operations, based on actions taken by Russia, other parties or us. For additional information, see the risk factors in our Annual Report on Form 10-K for the year ended December 31, 2025, 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

Escalation of military activity in the Middle East has affected, and may continue to affect, our operations in the region, including our manufacturing facility in Bahrain. Shipping disruptions in the Middle East and surrounding waterways have created, and may continue to create, logistical pressures, including reduced availability of certain shipping routes and increased shipping costs and transit times. While we have taken actions to divert our shipping routes, we may not be able to fully mitigate higher shipping rates, longer shipping routes and other adverse impacts in certain AMEA markets. However, to date, these developments have not had a material impact on our business, results of operations or financial condition. We continue to evaluate these developments and we cannot predict if they will have a significant impact in the future. During the third quarter of 2026, Middle Eastern countries impacted by the conflict generated approximately 1.0% of our consolidated net revenue.

Extreme Price Growth in Argentina and Other Currency-Related Items

During December 2023, the Argentinean peso significantly devalued. The peso's devaluation and potential resulting distortion on our non-GAAP Organic Net Revenue, Organic Net Revenue growth and other constant currency growth rate measures resulted in our decision to exclude the impact of pricing increases in excess of 26% year-over-year ("extreme pricing") in Argentina, from these measures beginning in the first quarter of 2024. The benchmark of 26% represents the minimum annual inflation rate for each year over a 3-year period which would result in a cumulative inflation rate in excess of 100%, the level at which an economy is considered hyperinflationary under U.S. GAAP. Throughout the following MD&A discussion, we 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. Refer to Non-GAAP financial measures for additional information.

Extreme pricing did not have a material impact on our non-GAAP financial measures for the three and nine months ended September 30, 2026.

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. 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.

During the quarter ended September 30, 2026, we completed the implementation of the new ERP system for our North America and Latin America segments, which was the first phase of our multi-phase global ERP implementation program. The new ERP systems for our remaining segments continue to be implemented in future phases, with expected completion by year-end 2028. Refer to Non-GAAP financial measures for additional information.

Taxes

We continue to monitor existing and potential future tax reform around the world. Numerous countries have enacted the Organization of Economic Cooperation and Development’s model rules on a global minimum tax, effective for 2024. The existing legislation does not have a material impact on our condensed consolidated financial statements. On January 5, 2026, the OECD Inclusive Framework members approved changes to the model rules, including the introduction of a “side by side” rule which would exempt U.S.-parented companies from certain aspects of the global minimum tax regime. The updated model rules will need to be incorporated into local tax legislation to be effective. We do not expect the new rules to have a material impact on our consolidated financial statements.

Non-GAAP Financial Measures

We use non-GAAP financial measures internally to make operating and strategic decisions, including the preparation of our annual operating plan, evaluation of business performance and as a factor in determining incentive compensation. We believe that non-GAAP financial measures, when used in connection with results reported in accordance with U.S. GAAP, provide additional information to facilitate comparisons of our historical operating results and to enable a more comprehensive understanding of trends in our underlying operating results. We also believe that presenting these measures allows investors to view our performance using the same measures that management and our Board of Directors use in evaluating our business performance and trends. However, non-GAAP financial measures should be considered in addition to, and not as substitutes for, financial information prepared in accordance with U.S. GAAP. In addition, our non-GAAP financial measures may not be the same as or comparable to similar non-GAAP measures presented by other companies. A limitation of these non-GAAP financial measures is they exclude items that have an impact on our U.S. GAAP reported results. The best way this limitation can be addressed is by evaluating our non-GAAP financial measures in combination with our U.S. GAAP reported results. 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-Q.

We also evaluate the operating performance of the company and its international subsidiaries on a constant currency basis. Our non-GAAP measures presented on a constant currency basis exclude the effects of currency translation rate changes and, beginning in the first quarter of 2024, extreme pricing increases in Argentina. For additional information, refer to Extreme Price Growth in Argentina and Other Currency-Related Items. 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 rates had not changed from the comparable prior year period.

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. When items no longer impact our current or future presentation of non-GAAP operating results, we remove these items from our non-GAAP definitions. For descriptions of the items excluded from our non-GAAP financial measures, refer to Items Affecting Comparability of Financial Results.

• “Organic Net Revenue” is defined as net revenues (the most comparable U.S. GAAP financial measure) excluding, when they occur, the impacts of acquisitions, divestitures 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. Organic Net Revenue growth is presented on a consolidated basis, for each of our segments and for our emerging markets and developed markets, and these underlying measures are also reconciled to the most comparable U.S. GAAP financial measures.
• Our emerging markets include the entire Latin America region; 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 measure) excluding, when they occur, the impacts of: restructuring charges; intangible asset impairment charges; divestiture-related items; acquisition-related items; remeasurement of net monetary position of highly inflationary countries; mark-to-market impacts from commodity and foreign currency derivative contracts economically hedging forecasted transactions; resolution of tax matters; incremental costs due to geopolitical conflicts and operating costs from the ERP System Implementation program. We also present Adjusted Operating Income margin, which is subject to the same adjustments as Adjusted Operating Income. We also evaluate growth in our Adjusted Operating Income on a constant currency basis.
• “Adjusted EPS” is defined as diluted EPS attributable to Mondelēz International (the most comparable U.S. GAAP financial measure) from continuing operations excluding, when they occur, the impacts of the items listed in the Adjusted Operating Income definition as well as pension participation changes, initial impacts from enacted tax law changes and gains or losses on equity method investment transactions. The tax impacts of the items excluded from our U.S. GAAP results were computed based on the facts and tax assumptions associated with each item, and such impacts have also been excluded from Adjusted EPS. We also evaluate growth in our Adjusted EPS on a constant currency basis.

Items Affecting Comparability of Financial Results

The below table and subsequent commentary present income or (expense) items that affected the comparability of our results of operations and provides details of each item. Please refer to the notes to the condensed consolidated financial statements indicated below for additional information. These items are excluded from our non-GAAP earnings measures to better facilitate comparisons of our underlying operating performance across periods. We consider quantitative and qualitative factors in assessing whether to adjust for the impact of items that may be significant or that could affect an understanding of our ongoing financial and business performance and trends. We identify these items based on how management views the business; makes financial, operating and planning decisions; and evaluates ongoing performance. Refer 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 millions)

(1) Includes impacts recorded in operating income and interest expense and other, net in the condensed consolidated statements of earnings.

Restructuring charges – Beginning in the fourth quarter of 2025, we initiated new restructuring actions to reduce our cost structure and streamline our operations. The charges associated with those actions primarily relate to severance and other implementation costs. We completed our previous Simplify to Grow Program in 2024. Following the completion of that earlier restructuring program, any adjustments to the liabilities for previously recorded charges, which were immaterial for each period presented, continue to be reflected within this item.

Intangible asset impairment charges – Reflects non-cash impairments of certain of our brands in connection with our indefinite-life intangible asset impairment testing.

Mark-to-market impacts from derivatives – We exclude unrealized gains and losses (mark-to-market impacts) from commodity and foreign currency derivative contracts economically hedging forecasted transactions from our non-GAAP earnings measures. The mark-to-market impacts of those derivatives are excluded until the related gains or losses are realized. 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.

Acquisition-related items – Includes acquisition-related costs, acquisition integration costs, contingent consideration adjustments, inventory step-ups and gains from acquisitions. Acquisition-related costs include third-party advisor, investment banking and legal fees. Acquisition integration costs include costs related to the integration of operations from acquisitions. Contingent consideration adjustments include any changes made to contingent compensation liabilities for earn-outs related to acquisitions that do not relate to recurring employee compensation expense. Refer to Note 7, Financial Instruments - Fair Value of Contingent Consideration for additional information. Other acquisition-related items include incremental costs from inventory step-ups associated with acquired companies related to the fair market valuation of the acquired inventory and acquisition gains from the remeasurement of an existing noncontrolling investment to fair value when the company acquires a controlling interest in the investee.

Divestiture-related items – Includes operating results from divestitures, divestiture-related costs and gains or losses on divestitures. Divestitures may include sales of businesses, exits of major product lines upon completion of a sale or licensing agreement, or sales of equity method investments. 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.

Incremental costs due to geopolitical conflicts – Reflects impacts related to the ongoing conflicts in the Middle East and Ukraine. Includes costs related to conflict-related destruction of inventory, transportation surcharges, evacuation costs and committed compensation.

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. 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. 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. During the quarter ended September 30, 2026, we completed the implementation of the new ERP system for our North America and Latin America segments, which was the first phase of our multi-phase global ERP implementation program. The new ERP systems for our remaining segments continue to be implemented in future phases, with expected completion by year-end 2028.

Remeasurement of net monetary position of highly inflationary countries – Our operations in Argentina, Türkiye, Egypt and Nigeria are currently accounted for as highly inflationary. We exclude remeasurement gains and losses of the monetary assets and liabilities of our subsidiaries in highly inflationary economies and the realized gains and losses from derivatives that mitigate the foreign currency volatility related to the remeasurement of the respective monetary assets or liabilities from our non-GAAP earnings measures to facilitate comparisons of our underlying operating performance across periods.

Pension participation changes – Consists of the charges incurred, primarily gains or losses from pension curtailments and settlements, including settlement losses from the full or partial buy-out of our pension plans, as well as costs incurred when employee groups are withdrawn from multiemployer pension plans. We exclude these charges from our non-GAAP results because those amounts do not reflect our ongoing pension obligations.

Resolution of tax matters – Consists of the reversals and settlements of unusual and significant indirect tax matters. Due to the unique nature of these resolutions, we believe it to be infrequent and therefore exclude it from our non-GAAP earnings measures to better facilitate comparisons of our underlying operating performance across periods.

Initial impacts from enacted tax law changes – Initial impacts from enacted tax law changes include items such as the remeasurement of deferred tax balances and transition taxes from tax reforms. We exclude initial impacts from enacted tax law changes from our non-GAAP financial measures as they do not reflect our ongoing tax obligations under the enacted tax law.

Gains and losses on equity method investment transactions – We exclude gains and losses from partial or full sales of equity method investments, as well as impairments or other non-routine transactions related to those investments.

Discussion and Analysis of Historical Results

Summary of Results

Net Revenues – increased 2.3% to $10.0 billion in the third quarter of 2026 and increased 4.9% to $29.4 billion in the first nine months of 2026 as compared to the same periods in the prior year.

• Net revenue growth in the third quarter of 2026 was driven by favorable volume/mix, higher net pricing and favorable currency-related items, as several currencies we operate in strengthened relative to the U.S. dollar, partially offset by lapping prior year net revenue from a divestiture.
• Net revenue growth in the first nine months of 2026 was driven by favorable currency-related items, as several currencies we operate in strengthened relative to the U.S. dollar, higher net pricing and favorable volume/mix, partially offset by lapping prior year net revenue from a divestiture.

Organic Net Revenue – Organic Net Revenue, a non-GAAP financial measure, increased 2.1% to $9.9 billion in the third quarter of 2026 and increased 2.4% to $28.7 billion in the first nine months of 2026 as compared to the same periods in the prior year. During both the third quarter and the first nine months of 2026 Organic Net Revenue grew due to higher net pricing and favorable volume/mix. Organic Net Revenue is reported on a constant currency basis and excludes revenue from acquisitions and divestitures. Refer to Non-GAAP Financial Measures for the definition of Organic Net Revenue and Consolidated Results of Operations for our reconciliation with net revenues.

Diluted EPS – Diluted EPS attributable to Mondelēz International increased 78.9% to $1.02 in the third quarter of 2026 and increased 94.2% to $2.66 in the first nine months of 2026 as compared to the same periods in the prior year.

• Diluted EPS increased in the third quarter of 2026, primarily driven by a favorable year-over-year change in mark-to-market impacts from commodity and foreign currency derivatives, a favorable year-over-year change in acquisition-related items and lapping prior year pension participation charges. These favorable items were partially offset by lapping a prior year gain on equity method investment transactions, higher restructuring charges, higher costs incurred for the ERP System Implementation program, higher intangible asset impairment charges, lapping a prior year favorable resolution of tax matters and incremental costs due to geopolitical conflicts.
• Diluted EPS increased in the first nine months of 2026, primarily driven by a favorable year-over-year change in mark-to-market impacts from commodity and foreign currency derivatives, lapping prior year pension participation charges, a favorable year-over-year change in acquisition-related items and favorable initial impacts from enacted tax law changes. These favorable items were partially offset by lapping a prior year gain on equity method investment transactions, higher restructuring charges, higher costs incurred for the ERP System Implementation program, incremental costs due to geopolitical conflicts, higher intangible asset impairment charges and lapping prior year favorable resolution of tax matters.

Adjusted EPS – Adjusted EPS, a non-GAAP financial measure, increased 6.8% to $0.78 in the third quarter of 2026 and decreased 0.9% to $2.18 in the first nine months of 2026 as compared to the same periods in the prior year. On a constant currency basis, Adjusted EPS increased 5.5% to $0.77 in the third quarter of 2026 and decreased 4.1% to $2.11 in the first nine months of 2026 as compared to the same periods in the prior year. Refer to Non-GAAP Financial Measures for the definition of Adjusted EPS and Consolidated Results of Operations for our reconciliation with diluted EPS.

• Adjusted EPS increased in the third quarter of 2026, driven by operating increases and fewer shares outstanding, partially offset by higher income tax, higher interest and other expense and lower equity method investment net earnings.
• Adjusted EPS decreased in the first nine months of 2026, driven by operating declines and higher income tax, partially offset by fewer shares outstanding, lower interest and other expense and higher benefit plan non-service income.

Consolidated Results of Operations

Three Months Ended September 30

(in millions, except per share data)

Net Revenues – Net revenues increased $223 million (2.3%) to $9,967 million in the third quarter of 2026, and Organic Net Revenue (1) increased $207 million (2.1%) to $9,942 million. Emerging markets net revenues increased 4.9% and emerging markets Organic Net Revenue increased 4.1% (1). Developed markets net revenues increased 0.5% and developed markets Organic Net Revenue increased 0.8% (1). The underlying changes in net revenues and Organic Net Revenue are detailed below:

(1) Refer to the Non-GAAP Financial Measures section for additional information.

Net revenues increased 2.3%, driven by by Organic Net Revenue growth of 2.1% and favorable currency-related items, partially offset by lapping prior year net revenue from a divestiture. Organic Net Revenue growth reflected favorable volume/mix and higher net pricing. Favorable volume/mix was driven by growth across all regions and categories, except beverages. Higher net pricing was driven by the benefit of carryover pricing from 2025 as well as input cost-driven pricing actions taken during 2026, and was reflected across all regions except Europe. Currency-related items increased net revenues by $25 million, primarily due to the strength of most currencies relative to the U.S. dollar, including the Mexican peso, Chinese yuan, Brazilian real and Australian dollar. These favorable impacts were partially offset by the strength of the U.S. dollar relative to a few currencies, primarily the Indian rupee, euro and Argentinean peso.

Operating Income – Operating income increased $1,014 million (136.3%) to $1,758 million in the third quarter of 2026. Adjusted Operating Income (1) increased $213 million (18.2%) to $1,384 million and Adjusted Operating Income on a constant currency basis (1) increased $199 million (17.0%) to $1,370 million due to the following:

(in millions)

(1) Refer to the Non-GAAP Financial Measures section for additional information.

During the third quarter of 2026, we realized lower input costs, favorable volume/mix and higher net pricing. The decrease in input costs was driven by lower raw material costs and lower manufacturing costs driven by productivity. Lower raw material costs were primarily due to lower cocoa, dairy and sugar, as well as favorable year-over-year currency exchange impacts on imported materials, partially offset by higher packaging, nuts, edible oils, energy, grains and other ingredient costs. Overall, favorable volume/mix was driven by growth across all categories. Higher net pricing, which included the benefit of carryover pricing from 2025 as well as input cost-driven pricing actions taken during 2026, was reflected across all regions except Europe.

Total selling, general and administrative expenses increased $217 million from the third quarter of 2025, which included higher costs incurred for the ERP System Implementation program, lapping prior year favorable resolution of tax matters and unfavorable currency-related impacts to expenses, which were partially offset by favorable year-over-year change in acquisition integration costs. Excluding these factors, selling, general and administrative expenses increased $227 million from the third quarter of 2025. The increase was driven primarily by higher advertising and consumer promotion costs and higher other selling, general and administrative expenses.

Currency-related items increased operating income by $14 million due to favorable currency translation rate changes, as the impact of extreme pricing in Argentina was not material. Favorable currency translation rate changes were primarily due to the strength of several currencies relative to the U.S. dollar, including the Chinese yuan, Brazilian real, Australian dollar and Mexican peso, partially offset by the strength of the U.S. dollar relative to a few currencies, primarily the Indian rupee, the euro and the Turkish lira.

Operating income margin increased from 7.6% in the third quarter of 2025 to 17.6% in the third quarter of 2026. The increase in operating income margin was driven primarily by a favorable year-over-year change in mark-to-market impacts from commodity and foreign currency derivatives, higher Adjusted Operating Income margin and a favorable year-over-year change in acquisition-related items, partially offset by higher restructuring charges, higher intangible asset impairment charges, incremental costs due to geopolitical conflicts and higher costs incurred for the ERP System Implementation program. Adjusted Operating Income margin increased from 12.0% for the third quarter of 2025 to 13.9% for the third quarter of 2026. The increase was driven primarily by lower raw material costs, lower manufacturing costs driven by productivity, higher net pricing and favorable volume/mix, partially offset by higher other selling, general and administrative expenses and higher advertising and consumer promotion costs.

Income Taxes – Our effective tax rate was 24.6% for the third quarter of 2026 as compared to 19.7% in the third quarter of 2025. The higher current quarter effective tax rate was driven by prior year tax benefits that did not recur in the current period, including benefits related to the provision for final tax return filings and the tax treatment of certain foreign pension assets. These items were partially offset by current period tax benefits from a legal entity reorganization and a more favorable jurisdictional mix of earnings, including mark-to-market gains and losses on commodity and foreign currency derivatives.

Net Earnings and Earnings per Share Attributable to Mondelēz International – Net earnings attributable to Mondelēz International of $1,305 million increased by $562 million (75.6%) in the third quarter of 2026. Diluted EPS attributable to Mondelēz International was $1.02 in the third quarter of 2026, up $0.45 (78.9%) from the third quarter of 2025. Adjusted EPS (1) was $0.78 in the third quarter of 2026, up $0.05 (6.8%) as compared to the third quarter of 2025. Adjusted EPS on a constant currency basis (1) was $0.77 in the third quarter of 2026, up $0.04 (5.5%) from the third quarter of 2025.

(1) Refer to the Non-GAAP Financial Measures section for additional information. The tax expense/(benefit) of each of the items excluded was as follows:

• For the three months ended September 30, 2026, taxes for the: restructuring charges were $(11) million, intangible asset impairment charges were $(16) million, mark-to-market gains from derivatives were $110 million, acquisition-related items were $(2) million, incremental costs due to geopolitical conflicts were $(4) million and ERP System Implementation program were $(17) million.
• For the three months ended September 30, 2025, taxes for the: intangible asset impairment charges were $(9) million, mark-to-market losses from derivatives were $(71) million, acquisition-related items were $5 million, ERP System Implementation program were $(10) million, remeasurement of net monetary position was zero, pension participation changes were $(14) million, resolution of tax matters was $10 million and gain on equity method investment transactions was zero.

Nine Months Ended September 30:

(in millions, except per share data)

Net Revenues – Net revenues increased $1,361 million (4.9%) to $29,402 million in the first nine months of 2026, and Organic Net Revenue (1) increased $684 million (2.4%) to $28,695 million. Emerging markets net revenues increased 7.9% and emerging markets Organic Net Revenue increased 4.9% (1). Developed markets net revenues increased 2.8% and developed markets Organic Net Revenue increased 0.8% (1). The underlying changes in net revenues and Organic Net Revenue are detailed below:

(1) Refer to the Non-GAAP Financial Measures section above for additional information.

Net revenues increased 4.9%, driven by favorable currency-related items and Organic Net Revenue growth of 2.4%, partially offset by lapping prior year net revenue from a divestiture. Currency-related items increased net revenues by $707 million, primarily due to the strength of most currencies relative to the U.S. dollar, including the euro, Brazilian real, Mexican peso, Australian dollar, Chinese yuan, Russian ruble and British pound sterling, partially offset by the strength of the U.S. dollar relative to a few currencies, primarily the Indian rupee and Argentinean peso. Organic Net Revenue growth was driven by higher net pricing and favorable volume/mix. Higher net pricing reflected the carryover benefit of pricing actions taken in 2025, as well as input cost-driven pricing actions taken during the first nine months of 2026, and was reflected across all regions except Europe. Favorable volume/mix in AMEA and North America was partially offset by unfavorable volume/mix in Europe and Latin America, driven by pricing elasticity impacts.

Operating Income – Operating income increased $1,916 million (73.8%) to $4,512 million in the first nine months of 2026. Adjusted Operating Income (1) decreased $40 million (1.0%) to $3,788 million and Adjusted Operating Income on a constant currency basis (1) decreased $140 million (3.7%) to $3,688 million due to the following:

(in millions)

(1) Refer to the Non-GAAP Financial Measures section above for additional information.

During the first nine months of 2026, we realized higher net pricing and favorable volume/mix, partially offset by higher input costs. Higher net pricing, which included the carryover impact of pricing actions taken in 2025 as well as the effects of input cost-driven pricing actions taken during the first nine months of 2026, was reflected across all regions, except Europe. Overall, favorable volume/mix was mainly driven by AMEA, partially offset by all other regions. The increase in input costs was driven by higher raw material costs, partially offset by lower manufacturing costs driven by productivity. Higher raw material costs were primarily due to higher packaging, nuts, edible oils, energy, grains and other ingredient costs, as well as unfavorable year-over-year currency exchange impacts on imported materials, partially offset by lower cocoa, dairy and sugar.

Total selling, general and administrative expenses increased $698 million from the first nine months of 2025, which included unfavorable currency-related impacts to expenses, higher costs incurred for the ERP System Implementation program and lapping prior year favorable resolution of tax matters. Excluding these unfavorable factors, selling, general and administrative expenses increased $513 million from the first nine months of 2025. The increase was driven primarily by higher other selling, general and administrative expenses and higher advertising and consumer promotion costs.

Currency-related items increased operating income by $100 million, primarily due to the strength of several currencies relative to the U.S. dollar, including the Brazilian real, Chinese yuan, the euro and the Mexican peso.

Operating income margin increased from 9.3% in the first nine months of 2025 to 15.3% in the first nine months of 2026. The increase in operating income margin was driven primarily by a favorable year-over-year change in mark-to-market impacts from commodity and foreign currency derivatives and a favorable year-over-year change in acquisition-related items, partially offset by lower Adjusted Operating Income margin, higher restructuring charges, higher costs incurred for the ERP System Implementation program, higher incremental costs due to geopolitical conflicts and higher intangible asset impairment charges. Adjusted Operating Income margin decreased from 13.7% for the first nine months of 2025 to 12.9% for the first nine months of 2026. The decrease was driven primarily by higher raw material costs, higher other selling, general and administrative expenses and higher advertising and consumer promotion costs, partially offset by higher net pricing, lower manufacturing costs driven by productivity and lower amortization of intangible assets.

Income Taxes – Our effective tax rate for the nine months ended September 30, 2026 was 23.1% as compared to 24.9% for the nine months ended September 30, 2025. The lower year-to-date effective tax rate was driven by current period tax benefits from legal entity reorganizations, an amended tax return filing in the U.S., and a more favorable jurisdictional mix of earnings, including mark-to-market gains and losses on commodity and foreign currency derivatives. These items were partially offset by prior year tax benefits that did not recur in the current period, including benefits related to the provision for final tax return filings, the tax treatment of certain foreign pension assets, and the release of liabilities for uncertain tax positions due to audit developments and statute of limitation expirations.

Net Earnings and Earnings per Share Attributable to Mondelēz International – Net earnings attributable to Mondelēz International of $3,413 million increased by $1,627 million (91.1%) in the first nine months of 2026. Diluted EPS attributable to Mondelēz International was $2.66 in the first nine months of 2026, up $1.29 (94.2%) from the first nine months of 2025. Adjusted EPS (1) was $2.18 in the first nine months of 2026, down $0.02 (0.9%) from the first nine months of 2025. Adjusted EPS on a constant currency basis (1) was $2.11 in the first nine months of 2026, down $0.09 (4.1%) from the first nine months of 2025.

(1) Refer to the Non-GAAP Financial Measures section above for additional information. The tax expense/(benefit) of each of the items excluded was as follows:

• For the nine months ended September 30, 2026, taxes for the: restructuring charges were $(24) million, intangible asset impairment charges were $(16) million, mark-to-market gains from derivatives were $223 million, acquisition-related items were $1 million, incremental costs due to geopolitical conflicts were $(4) million, ERP System Implementation program were $(45) million, remeasurement of net monetary position was zero and initial impacts from enacted tax law changes were $(29) million.
• For the nine months ended September 30, 2025, taxes for the: restructuring charges were $3 million, intangible asset impairment charges were $(9) million, mark-to-market losses from derivatives were $(223) million, acquisition-related items were $19 million, ERP System Implementation program were $(28) million, remeasurement of net monetary position was zero, pension participation changes were $(87) million, resolution of tax matters were $10 million and gain on equity method investment transactions was zero.

Results of Operations by Reportable Segment

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

• Latin America
• AMEA
• Europe
• North America

We manage our operations by region to leverage regional operating scale, manage different and changing business environments more effectively and pursue growth opportunities as they arise across our key markets. Our regional management teams have responsibility for the business, product categories and financial results in the regions. Refer to Note 15, Segment Reporting, for additional information on our segments and Items Affecting Comparability of Financial Results earlier in this section for items affecting our segment operating results.

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

(in millions)

43

Latin America

(in millions)

Three Months Ended September 30:

Net revenues increased $149 million (12.0%), due to higher net pricing (6.1 pp), favorable impact of currency-related items (5.1 pp) and favorable volume/mix (0.8 pp). Higher net pricing was driven by input cost-driven pricing actions and reflected across all categories. Currency-related items were favorable due to the strength of most currencies relative to the U.S. dollar, including the Mexican peso, Brazilian real and Colombian peso, partially offset by the strength of the U.S. dollar relative to the Argentinean peso. Favorable volume/mix reflected volume growth in Argentina, partially offset by declines in Brazil and Mexico. Overall, favorable volume/mix was driven by gains in biscuits & baked snacks, gum & candy and meals, partially offset by chocolate and beverages.

Segment operating income increased $23 million (15.6%), primarily due to higher net pricing, favorable currency translation rate changes and lower manufacturing costs driven by productivity. These favorable items were partially offset by higher advertising and consumer promotion costs, higher raw material costs, higher other selling, general and administrative expenses, lapping prior year favorable resolution of tax matters and higher costs incurred for the ERP System Implementation program.

Nine Months Ended September 30:

Net revenues increased $474 million (13.0%), due to higher net pricing (7.4 pp) and favorable impact of currency-related items (6.2 pp), partially offset by unfavorable volume/mix (0.6 pp). Higher net pricing was driven by input cost-driven pricing actions and reflected across all categories. Currency-related items were favorable due to the strength of most currencies relative to the U.S. dollar, primarily the Brazilian real and Mexican peso, partially offset by the strength of the U.S. dollar relative to the Argentinean peso. Unfavorable volume/mix reflected pricing elasticity, mainly in Brazil. Overall, unfavorable volume/mix was driven by declines in chocolate and beverages, partially offset by gains in gum & candy, biscuits & baked snacks and meals.

Segment operating income increased $66 million (15.8%), primarily due to higher net pricing, favorable currency-related items and lower manufacturing costs driven by productivity. These favorable items were partially offset by higher raw material costs, higher other selling, general and administrative expenses, higher advertising and consumer promotion costs, higher costs incurred for the ERP System Implementation program, lapping prior year favorable resolution of tax matters and unfavorable volume/mix.

AMEA

(in millions)

Three Months Ended September 30:

Net revenues increased $165 million (8.2%), due to favorable volume/mix (5.5 pp), higher net pricing (2.2 pp) and favorable currency translation rate changes (0.5 pp). Favorable volume/mix reflected volume growth in all categories except beverages. Higher net pricing, driven by input cost-driven pricing actions, was reflected primarily in chocolate and biscuits & baked snacks. Favorable currency translation impacts were due to the strength of several currencies in the region relative to the U.S. dollar, including the Chinese yuan and Australian dollar, partially offset by the strength of U.S. dollar relative to a few currencies, primarily the Indian rupee.

Segment operating income increased $173 million (86.9%), primarily due to a favorable year-over-year change in acquisition-related items, higher net pricing, lower manufacturing costs driven by productivity and favorable volume/mix. These favorable items were partially offset by higher advertising and consumer promotion costs and higher other selling, general and administrative expenses.

Nine Months Ended September 30:

Net revenues increased $603 million (10.3%), due to favorable volume/mix (5.5 pp), higher net pricing (3.2 pp) and favorable currency translation rate changes (1.6 pp). Favorable volume/mix was reflected in all categories except for beverages. Higher net pricing, driven by input cost-driven pricing actions, was reflected primarily in chocolate and biscuits & baked snacks. Favorable currency translation impacts were due to the strength of several currencies in the region relative to the U.S. dollar, including the Australian dollar, Chinese yuan and South African rand, partially offset by the strength of the U.S. dollar relative to a few currencies, primarily the Indian rupee.

Segment operating income increased $139 million (17.1%), primarily due to higher net pricing, lower manufacturing costs driven by productivity, favorable year-over-year change in acquisition-related items, favorable volume/mix and favorable currency translation rate changes. These favorable items were partially offset by higher raw material costs, higher advertising and consumer promotion costs, higher other selling, general and administrative expenses and incremental costs due to geopolitical conflicts.

Europe

(in millions)

Three Months Ended September 30:

Net revenues decreased $122 million (3.3%), due to lower net pricing (3.7 pp) and unfavorable currency translation rate changes (1.2 pp), partially offset by favorable volume/mix (1.6 pp). Lower net pricing was primarily driven by the lapping of input cost-driven pricing actions taken in the prior year, partially offset by higher net pricing in gum & candy. Unfavorable currency translation impacts were due to the strength of the U.S. dollar relative to most currencies in the region, primarily the euro and the Turkish lira. Overall, favorable volume/mix was reflected across all categories, except for gum & candy and beverages.

Segment operating income increased $64 million (23.3%), primarily due to lower raw material costs, favorable volume/mix and lower manufacturing costs driven by productivity. These favorable items were partially offset by lower net pricing, higher restructuring charges, higher other selling, general and administrative expenses, higher intangible asset impairment charges, incremental costs due to geopolitical conflicts, higher advertising and consumer promotion costs and higher costs incurred for the ERP System Implementation program.

Nine Months Ended September 30:

Net revenues increased $164 million (1.5%), due to favorable currency translation rate changes (3.5 pp), partially offset by unfavorable volume/mix (1.2 pp) and lower net pricing (0.8 pp). Favorable currency translation rate changes reflected the strength of most currencies relative to the U.S. dollar, including the euro, Russian ruble and British pound. Unfavorable volume/mix reflected volume declines as the category continued to experience pricing elasticity effects from prior year pricing actions, partially offset by favorable product mix. Unfavorable volume/mix was primarily driven by declines in chocolate, gum & candy and beverages. Lower net pricing was reflected across all categories, except gum & candy.

Segment operating income decreased $236 million (18.9%), primarily due to higher restructuring charges, lower net pricing, higher other selling, general and administrative expenses, higher advertising and consumer promotion costs, higher costs incurred for the ERP System Implementation program, higher intangible asset impairment charges and higher incremental costs due to geopolitical conflicts. These unfavorable items were partially offset by lower raw material costs, lower manufacturing costs driven by productivity and favorable currency-related items.

North America

(in millions)

Three Months Ended September 30:

Net revenues increased $31 million (1.1%), due to higher net pricing (1.6 pp), partially offset by lapping prior year net revenue from a divestiture (0.3 pp) and unfavorable currency translation rate changes (0.2 pp). Higher net pricing was reflected across all categories, while volume/mix was flat. Unfavorable currency translation rate changes were due to the strength of the U.S. dollar relative to the Canadian dollar.

Segment operating income decreased $99 million (18.1%), primarily due to higher advertising and consumer promotion costs, higher raw material costs, higher intangible asset impairment charges and unfavorable acquisition-related items reflecting a lower year-over-year benefit from contingent consideration adjustments related to Clif Bar. These unfavorable items were partially offset by higher net pricing and lower manufacturing costs driven by productivity.

Nine Months Ended September 30:

Net revenues increased $120 million (1.5%), due to higher net pricing (1.6 pp), favorable volume/mix (0.2 pp) and favorable currency translation rate changes (0.1 pp), partially offset by lapping prior year net revenue from a divestiture (0.4 pp). Higher net pricing and favorable volume/mix were primarily driven by chocolate. Favorable currency translation rate changes were due to the strength of the Canadian dollar relative to the U.S. dollar.

Segment operating income decreased $223 million (15.0%), primarily due to higher raw material costs, higher advertising and consumer promotion costs, unfavorable acquisition-related items reflecting a lower year-over-year benefit from contingent consideration adjustments related to Clif Bar, unfavorable volume/mix, higher other selling, general and administrative expenses, higher intangible asset impairment charges and higher costs incurred for the ERP System Implementation program. These unfavorable items were partially offset by higher net pricing and lower manufacturing costs due to productivity.

Liquidity and Capital Resources

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

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

Long-term cash requirements primarily relate to funding long-term debt repayments (refer to Note 6, Debt and Borrowing Arrangements), deferred taxes (refer to Note 16, Income Taxes, in our Annual Report on Form 10-K for the year ended December 31, 2025), long-term benefit plan obligations (refer to Note 8, Benefit Plans, in Item 1 herein and Note 10*, Benefit Plans,* in our Annual Report on Form 10-K for the year ended December 31, 2025) and commodity-related purchase commitments and derivative contracts (refer to Note 7, Financial Instruments).

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

Cash Flow

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

(in millions)

Net Cash Provided by Operating Activities

The increase in net cash provided by operating activities was primarily due to favorable changes in working capital, partially offset by lower cash-basis net earnings.

Net Cash Used in Investing Activities

The increase in net cash used in investing activities was primarily driven by higher net payments for derivative settlements and higher capital expenditures in the current year versus the prior year. We continue to make capital expenditures primarily to modernize manufacturing facilities, implement new product manufacturing and support productivity initiatives. We expect 2026 capital expenditures to be up to $1.4 billion, including capital expenditures in connection with funding our strategic priorities. We expect to continue to fund these expenditures with cash from operations.

Net Cash Used in Financing Activities

The increase in cash used in financing activities was primarily due to lower net proceeds from commercial paper and other short-term borrowings, lower proceeds from long-term debt issuances and higher dividends paid, partially offset by lower share repurchases and lower long-term debt repayments in the first nine months of 2026 compared to the same prior year period.

Dividends

We paid dividends of $1,927 million in the first nine months of 2026 and $1,842 million in the first nine months of 2025. The third quarter 2026 dividend of $0.52 per share, declared on July 28, 2026 for shareholders of record as of September 30, 2026, was paid on October 14, 2026. The declaration of dividends is subject to the discretion of our Board of Directors and depends on various factors, including our net earnings, financial condition, cash requirements, future prospects and other factors that our Board of Directors deems relevant to its analysis and decision making.

Guarantees

As discussed in Note 9, Commitments and Contingencies, we enter into third-party guarantees primarily to cover the long-term obligations of certain vendors. As part of these transactions, we guarantee that third parties will make contractual payments or achieve performance measures. As of September 30, 2026 and December 31, 2025, we had no material third-party guarantees recorded on our condensed consolidated balance sheets. Guarantees do not have, and we do not expect them to have, a material effect on our liquidity.

Debt

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

At its December 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 September 30, 2026, $2.9 billion of the long-term financing authorization remained available.

Our total debt was $21.7 billion as of September 30, 2026 and $21.2 billion as of December 31, 2025. Our debt-to-capitalization ratio was 0.45 at September 30, 2026 and 0.45 at December 31, 2025. At September 30, 2026, the weighted-average term of our outstanding long-term debt was 6.9 years. Our average daily commercial paper borrowings outstanding were $2.3 billion in the first nine months of 2026 and $2.2 billion in the first nine months of 2025.

One of our subsidiaries, Mondelez International Holdings Netherlands B.V. (“MIHN”), has outstanding debt. The operations held by MIHN generated approximately 75.2% (or $22.1 billion) of the $29.4 billion of consolidated net revenue for the nine months ended September 30, 2026. The operations held by MIHN represented approximately 97.8% (or $26.1 billion) of the $26.7 billion of consolidated net assets as of September 30, 2026.

Refer to Note 6, Debt and Borrowing Arrangements, for additional information on our debt and debt covenants.

Commodity Trends

We regularly monitor worldwide supply, commodity cost and currency trends so we can cost-effectively secure ingredients, packaging and fuel required for production. Throughout 2026 the market for cocoa has experienced price volatility, however, changes in market prices are not immediately reflected in our cost of goods sold due to our commodity hedging program and the timing of inventory consumption. Other drivers of the increase in our aggregate commodity costs during the first nine months of 2026 included higher packaging, nuts, edible oils, energy, grains and other ingredient costs, as well as unfavorable year-over-year currency exchange impacts on imported materials, partially offset by lower dairy and sugar costs. While the costs of our principal raw materials fluctuate, generally we believe there will continue to be an adequate supply of the raw materials we use and that they will broadly remain available.

A number of external factors such as the current macroeconomic environment, including global inflation, effects of geopolitical uncertainty, climate, weather and other conditions affecting plant health and crop yield, commodity, transportation and labor market conditions, exchange rate volatility and the effects of local and global regulations, including trade policies, governmental agricultural or other programs affect the availability and cost of raw materials and agricultural materials used in our products. In particular, the supply of cocoa is exposed to many of these factors, including climate change, weather and other events affecting plant health and crop yield, local regulations in cocoa-producing countries and global regulations such as the EU Deforestation Regulation (which requires companies to ensure that the products they place on the EU market or export from it are not associated with deforestation). These factors could impact the supply of cocoa, which could potentially limit our ability to produce our products and significantly impact our profitability.

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

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

Significant Accounting Estimates

We prepare our condensed consolidated financial statements in conformity with U.S. GAAP. The preparation of these financial statements requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the periods presented. Actual results could differ from those estimates and assumptions. Our significant accounting policies and estimates are described in Note 1 to our consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations, respectively, in our Annual Report on Form 10-K for the year ended December 31, 2025. Also refer to Note 1, Basis of Presentation, in this report.

Forward-Looking Statements

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

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results or outcomes could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, many of which are beyond our control and are amplified by ongoing macroeconomic volatility and uncertainty, including current and potential trade and tariff actions affecting the countries where we operate. Important factors that could cause our actual results or performance to differ materially from those contained in or implied by our forward-looking statements include, but are not limited to, the following:

• weakness and/or volatility in macroeconomic conditions in our markets, including as a result of inflation (and related monetary policy actions by governments in response to inflation) and the instability of certain financial institutions;
• risks from operating globally including geopolitical, trade, tariff and regulatory uncertainties affecting developed and emerging markets;
• volatility of cocoa and other commodity input costs, our ability to effectively hedge such costs and the availability of commodities;
• geopolitical uncertainty, including the impact of ongoing or new developments in Ukraine and the Middle East, related current and future sanctions imposed by governments and other authorities and related impacts, including on our business operations, employees, reputation, brands, financial condition and results of operations;
• competition and our response to channel shifts and pricing and other competitive pressures;
• pricing actions and customer and consumer responses to such actions;
• promotion and protection of our reputation and brand image;
• weakness in consumer spending and/or changes in consumer preferences and demand, including evolving health and wellness trends, and our ability to predict, identify, interpret and meet these changes;
• the outcome and effects on us of legal and tax proceedings and government investigations;
• use of information technology and third party service providers;
• unanticipated disruptions to our business, such as malware incidents, cyberattacks or other security breaches, and supply, commodity, labor and transportation constraints;
• our ability to identify, complete, manage and realize the full extent of the benefits, cost savings, efficiencies and/or synergies presented by strategic acquisitions and other transactions as well as other strategic initiatives, such as our ERP System Implementation program;
• our investments and our ownership interests in those investments;
• restructuring actions and other transformation initiatives not yielding the anticipated benefits;
• changes in the assumptions on which restructuring actions or other transformation initiatives are based;
• the impact of climate change on our supply chain and operations;
• global or regional health pandemics or epidemics;
• consolidation of retail customers and competition with retailer and other economy brands;
• changes in our relationships with customers, suppliers or distributors;
• management of our workforce and shifts in labor availability or labor costs;
• compliance with legal, regulatory, tax and benefit laws and related changes, claims or actions, including evolving and potentially inconsistent federal, state, local and foreign requirements regarding food ingredients, additives, labeling and marketing;
• perceived or actual product quality issues or product recalls, or changing consumer, media, governmental or scientific perceptions of our products or their ingredients;
• failure to maintain effective internal control over financial reporting or disclosure controls and procedures;
• our ability to protect our intellectual property and intangible assets;
• tax matters including changes in tax laws and rates, disagreements with taxing authorities and imposition of new taxes;
• changes in currency exchange rates, controls and restrictions;
• volatility of and access to capital or other markets, interest rates, the effectiveness of our cash management programs and our liquidity;
• pension costs;
• significant changes in valuation factors that may adversely affect our impairment testing of goodwill and intangible assets; and
• the risks and uncertainties, as they may be amended from time to time, set forth in our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent Quarterly Reports on Form 10-Q.

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

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

We principally utilize derivative instruments to reduce significant, unanticipated earnings fluctuations that may arise from volatility in currency exchange rates, commodity prices and interest rates. Additionally, we periodically use interest rate swaps and forward interest rate contracts to achieve a desired proportion of variable versus fixed rate debt based on current and projected market conditions. For additional information on our derivative activity and the types of derivative instruments we use to hedge our currency exchange, commodity price and interest rate exposures, see Note 7, Financial Instruments and for additional information on our debt activity, see Note 6, Debt and Borrowing Arrangements.

For additional information on our strategies, policies and practices on an ongoing basis, refer to our Annual Report on Form 10-K for the year ended December 31, 2025.

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate to allow timely decisions regarding required disclosure. Management, together with our CEO and CFO, evaluated the effectiveness of the Company’s disclosure controls and procedures as of September 30, 2026. Based on this evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of September 30, 2026.

Changes in Internal Control Over Financial Reporting

During the quarter ended September 30, 2026, we completed the implementation of a new ERP system for our North America and Latin America segments, which was the first phase of our ERP System Implementation described in Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations. The implementation was subject to various testing and review procedures prior to and after execution and we will continue to monitor and evaluate the ERP system and related controls during the post-implementation period. In connection with the implementation, we have updated our internal control over financial reporting, as necessary, to accommodate modifications to our business processes and accounting procedures. Management does not believe that the implementation has had an adverse effect on our internal control over financial reporting.

Management, together with our CEO and CFO, evaluated the changes in our internal control over financial reporting during the quarter ended September 30, 2026. Except with respect to the ERP System Implementation, described above, there were no material changes in our internal control over financial reporting during the quarter ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.