MDLZ 8-K Current Reports

Mondelez International, Inc. 8-K Report, Financial Results (Jul 28, 2026)

Mondelēz International (MDLZ) reported second-quarter 2026 results on July 28, 2026, with reported net revenues up 4.1% to $9.355 billion. Organic Net Revenue growth was a more modest 2.2%, driven by higher net pricing (+1.5 pp) and favorable volume/mix (+0.7 pp), with Europe declining 3.5% on an organic basis while Emerging Markets grew 4.4%. The headline reported diluted EPS of $1.20 (up 144.9%) is inflated by a favorable swing in mark-to-market derivative gains ($827 million pre-tax), lower pension participation charges and initial tax-law impacts. On a non-GAAP basis, Adjusted EPS was $0.73, flat as reported and down 2.7% at constant currency, with Adjusted Operating Income declining 6.1% at constant currency as raw material costs, SG&A and advertising spend weighed on margins. Full-year 2026 guidance was modestly revised: Organic Net Revenue growth is now expected to be at least 2%, up from the prior framing, while Adjusted EPS growth of flat to 5% on a constant currency basis was maintained and Free Cash Flow of approximately $3 billion was reaffirmed. The company also announced a 4% increase to its quarterly dividend. Currency translation is estimated to add roughly 2.0 percent to 2026 net revenue growth and $0.053 to Adjusted EPS. Cash generation was softer in the first half, with operating cash flow of $1.3 billion and Free Cash Flow of $0.7 billion versus $0.8 billion a year earlier, though the company returned $1.5 billion to shareholders in the period. Investors should focus on the gap between strong GAAP headline figures and the more muted underlying operating trends, along with the sustainability of margin pressure from input costs and geopolitical disruption.

Jul 28, 2026 8-K

Leadership Changes

Mondelez International, Inc. 8-K Report, Executive Changes (Jun 18, 2026)

Mondelēz International (MDLZ) announced that Amit Banati will become Executive Vice President and Chief Financial Officer effective July 1, 2026, reporting directly to Chair and CEO Dirk Van de Put. Banati is a veteran consumer-goods CFO. He most recently served as CFO of Kenvue (May 2025 to May 2026), and previously as Vice Chair and CFO of Kellanova (formerly Kellogg) and as Kellogg's CFO from 2019 to 2023. He also has earlier experience at Kraft Foods, Cadbury Schweppes, and Procter & Gamble, and he previously led Kellogg's Asia Pacific, Middle East and Africa region. The appointment is a leadership transition rather than a financial disclosure, and the filing contains no change to guidance or financial results. The transition is orderly. Luca Zaramella, who has served as CFO for eight years, remains with the company as Executive Vice President and Chief Operating Officer, overseeing commercial operations, the four geographic regions, corporate sales, marketing, and supply chain. Investors should read this as a continuity-minded handoff in which the CEO gains a new finance lead with global consumer and emerging-market experience while the prior CFO's operational expertise stays in the business. Compensation is disclosed at a headline level. Banati's base salary is $1.05 million, his target annual incentive is 125% of base salary, and his target long-term equity grant is $5 million. For 2026 the equity grant is split 50% performance share units, 25% deferred stock units, and 25% stock options. He will also receive a cash make-whole award capped at $7 million to offset forfeited compensation from his former employer. That award is subject to repayment on specified termination events before the second anniversary of the start date. The full Offer Letter will be filed with the Q2 2026 Form 10-Q.

Jun 18, 2026 8-K

Shareholder Matters

Mondelez International, Inc. 8-K Report, Shareholder Vote Results (May 26, 2026)

Mondelez International, Inc. (MDLZ) filed an 8-K on May 26, 2026, reporting the results of its annual meeting of shareholders held on May 20, 2026. The filing indicates strong shareholder support for the company's slate of 10 directors, with all nominees elected by a significant majority. Additionally, shareholders approved, on an advisory basis, the company's executive compensation and ratified the appointment of PricewaterhouseCoopers LLP as the independent auditor for the fiscal year ending December 31, 2026. The meeting also saw the rejection of two shareholder proposals: one requesting a report on plastic packaging policies and another advocating for an independent board chairman policy. The overwhelming 'against' votes on these proposals suggest shareholders are largely aligned with current company policies and board structure. Overall, the filing reflects a stable shareholder base and continued confidence in the current leadership and governance of Mondelez International.

May 26, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

Mondelez International, Inc. 8-K Report, Financial Results (Apr 28, 2026)

Mondelēz International (MDLZ) reported first-quarter 2026 results on April 28, 2026, with headline growth driven largely by currency and mark-to-market accounting rather than underlying operations. Reported net revenues rose 8.2% to $10.08 billion, but Organic Net Revenue grew only 3.0%, with pricing (+3.5 pp) offsetting a 0.5 pp decline in volume/mix. Emerging Markets were the clear bright spot, with Organic growth of 6.3%, while Developed Markets grew just 0.8% organically and Europe's organic revenue declined 0.6%. Reported diluted EPS jumped 41.9% to $0.44, but this was primarily due to a favorable $273 million year-over-year swing in mark-to-market derivative impacts. Excluding these and other items, Adjusted EPS was $0.67, down 14.9% on a constant-currency basis, reflecting weaker operations, higher input costs, unfavorable volume/mix, and higher advertising and SG&A spending. Profitability and cash flow were weaker on an underlying basis. Adjusted gross profit margin fell 270 basis points to 30.7%, and Adjusted operating income declined 19.0% at constant currency, with margin down 310 basis points to 11.7%. Operating cash flow fell sharply to $467 million from $1,092 million, and Free Cash Flow dropped to $155 million from $815 million, driven by higher receivables, lower payables and a $257 million unrealized derivative loss. Net debt rose $420 million to $19.5 billion as cash fell by $601 million, while the company returned about $644 million in dividends and made no share repurchases in the quarter (versus $1.5 billion in Q1 2025). Management reaffirmed its full-year 2026 outlook: Organic Net Revenue growth of flat to 2%, Adjusted EPS growth of flat to 5% at constant currency, and Free Cash Flow of approximately $3 billion, with currency expected to add about 2.0% to reported net revenue growth and $0.063 to Adjusted EPS. For investors, the key takeaway is that the reported beat-like headline numbers overstate underlying momentum. Adjusted EPS declined, margins compressed meaningfully, and cash generation weakened, so the reaffirmed guidance now requires a notable improvement in the remaining quarters to be achieved. Management's emphasis on increased brand and growth investment, along with ongoing restructuring and ERP spending, adds to near-term earnings pressure that investors will likely scrutinize.

Apr 28, 2026 8-K

Mondelez International, Inc. 8-K Report, Material Agreement (Feb 18, 2026)

Mondelēz International, Inc. (MDLZ) has filed an 8-K report detailing the execution of a new 364-day senior unsecured revolving credit agreement, effective February 18, 2026. This new facility, with an aggregate principal amount of $1.5 billion, replaces a similar agreement that expired on February 19, 2025. The credit facility has a termination date of February 17, 2027, but allows for the extension of outstanding loans to February 17, 2028, under specific conditions. The company also has the option to increase the facility by up to an additional $500 million with lender agreement. This refinancing demonstrates Mondelez's proactive approach to managing its liquidity and financing needs. The agreement is intended for general corporate purposes, including working capital and supporting its commercial paper program. The terms include a minimum shareholders' equity requirement of $25.0 billion, with certain adjustments for accounting impacts. This facility provides significant financial flexibility, ensuring the company has access to substantial capital for its ongoing operations and strategic initiatives.

Feb 18, 2026 8-K

Leadership ChangesRegulation FDExhibits & Filings

Mondelez International, Inc. 8-K Report, Financial Results (Feb 3, 2026)

Mondelēz International (MDLZ) reported fourth-quarter and full-year 2025 results on February 3, 2026, showing a mixed picture: top-line growth held up, but profitability and per-share earnings fell sharply under the weight of cocoa cost inflation and large non-cash derivative mark-to-market swings. FY'25 net revenues rose 5.8% to $38.5 billion, driven by 4.3% organic net revenue growth (higher pricing of +8.0 points, offset by volume/mix of -3.7 points), plus the Evirth acquisition and favorable currency. Q4 net revenues grew 9.3%, with organic growth of 5.1%. Profitability weakened materially: FY'25 Adjusted Gross Profit margin fell 580 bps to 32.0% and Adjusted Operating Income margin fell 300 bps to 13.2%, as higher raw material (cocoa) costs and unfavorable mix outweighed pricing, productivity and overhead savings. Reported diluted EPS fell 44.7% to $1.89, largely due to unfavorable mark-to-market derivative impacts and pension settlement losses, while Adjusted EPS declined 14.6% on a constant currency basis to $2.92. Cash generation and shareholder returns remained solid. Operating cash flow was $4.5 billion and Free Cash Flow was $3.2 billion, down from $3.5 billion. The company returned $4.9 billion to shareholders via dividends and buybacks, though net debt rose $2.7 billion to $19.1 billion and short-term borrowings increased to $2.7 billion. For 2026, management guided to organic net revenue growth of flat to 2%, Adjusted EPS growth of flat to 5% on a constant currency basis, and Free Cash Flow of about $3 billion, with currency expected to add roughly 2.0% to net revenue growth and about $0.06 to Adjusted EPS. Management frames the outlook as cautious, citing ongoing cocoa cost volatility, geopolitical and tariff uncertainty, and commodity price swings. Investors will be watching whether cocoa cost stabilization and new restructuring actions can restore margins in 2026.

Feb 3, 2026 8-K

Mondelez International, Inc. 8-K Report, Executive Changes (Jan 30, 2026)

Mondelēz International (Nasdaq: MDLZ) announced on January 29, 2026 that Chief Financial Officer Luca Zaramella has been appointed Chief Operating Officer effective February 1, 2026, while retaining his CFO role. The 8-K (Items 5.02, 7.01, and 9.01) discloses his 2026 compensation package as COO: a $1,250,000 base salary, a 150% target annual incentive, and a long-term incentive target value of $7,225,000, along with limited aircraft-use privileges subject to company policy. Zaramella, 56, has been CFO since August 2018 and has been with the company since 1996, so the appointment consolidates a long-tenured insider's operational knowledge into an expanded executive role. The expanded mandate is significant. As COO, Zaramella will oversee commercial operations across the company's four geographic regions, as well as corporate sales, marketing, and supply chain, in addition to his existing finance, procurement, IT, and shared-services responsibilities. Management framed the move as a way to sharpen "executional excellence and commercial performance" in a dynamic operating environment, and CEO Dirk Van de Put said the change is meant to accelerate performance under the company's growth agenda. Zaramella will continue to report directly to the Chair and CEO. The key open item for investors is CFO succession: the company is conducting a search for a permanent CFO and expects to name a successor at a later date. Until then, Zaramella holds two demanding roles at once, which raises execution-bandwidth and key-person considerations. The filing itself contains no financial results or guidance changes, so the impact on the company's financial outlook is limited to how the leadership transition is executed.

Jan 30, 2026 8-K

Mondelez International, Inc. 8-K Report, Financial Results (Oct 28, 2025)

Mondelēz International (MDLZ) reported third-quarter 2025 results on October 28, 2025, showing solid top-line growth overshadowed by sharply lower profitability. Net revenues rose 5.9% to $9.74 billion, with Organic Net Revenue up 3.4%, driven entirely by pricing (+8.0 pp) while volume/mix fell 4.6%. Gross profit margin contracted to 26.8% (reported) and Adjusted Gross Profit margin fell 1,010 basis points to 30.4% as record cocoa costs, higher raw material and transportation costs, and unfavorable mix weighed on margins. Adjusted operating income fell 32.6% to $1.17 billion, with Adjusted operating margin down 690 basis points to 12.0%, and Adjusted EPS declined 24.2% on a constant currency basis to $0.73. Management characterized Q3 as the peak cocoa-cost quarter of the year and pointed to recent cocoa price moderation and a promising fall crop as reasons for optimism. The company raised its full-year Organic Net Revenue growth outlook to 4%+ but now expects Adjusted EPS to decline approximately 15% on a constant currency basis, reflecting the margin pressure. Free Cash Flow guidance of $3+ billion was reiterated, though year-to-date FCF of $1.2 billion implies a heavily second-half-weighted cash generation profile. Balance sheet and capital allocation warrant attention: net debt rose to $19.96 billion from $16.40 billion at year-end 2024, with short-term borrowings increasing to $2.6 billion, and the company returned $3.7 billion to shareholders year-to-date. Reported GAAP results were also affected by a $1.16 billion unrealized loss on derivative contracts in the nine-month cash flow statement and a $336 million pension settlement impact, though these are excluded from non-GAAP measures.

Oct 28, 2025 8-K

Leadership ChangesShareholder Matters

Mondelez International, Inc. 8-K Report, Financial Results (Jul 29, 2025)

Mondelēz International reported Q2 2025 results that showed accelerated top-line growth but sharp profit compression. Net revenues rose 7.7% to $8.98 billion, driven by 5.6% organic growth (almost entirely pricing, with volume/mix down 1.5%), incremental revenue from the Evirth acquisition, and favorable currency. Reported diluted EPS rose 8.9% to $0.49, but that was flattered by large non-recurring or non-operating items, most notably a $0.06 mark-to-market swing and a $0.16 non-cash pension settlement charge excluded from adjusted results. Adjusted EPS fell 14.5% on a constant currency basis to $0.73 (about $0.71 at constant FX reported in the schedules), and adjusted gross margin contracted roughly 680 basis points to 33.7%, reflecting cocoa and other raw material inflation, transportation costs, and unfavorable mix. Cash generation was weak in the first half: operating cash flow was $1.4 billion versus $2.1 billion a year earlier, and free cash flow fell to $0.8 billion from $1.5 billion. Net debt rose $3.0 billion to $19.4 billion as the company returned $2.9 billion to shareholders through dividends and buybacks. Management reaffirmed its full-year outlook of roughly 5% organic net revenue growth, Adjusted EPS down about 10% on a constant currency basis, and free cash flow of $3 billion or more, and announced a 6% increase in the quarterly dividend to $0.50 per share. For investors, the key takeaways are that the revenue story is improving but earnings quality is under pressure from cocoa costs, and that the reported EPS growth overstates underlying performance. The reaffirmed guidance implies a significantly weaker second half for cash flow and profitability, so the dividend increase is being paid out of a period of compressed margins and rising leverage.

Jul 29, 2025 8-K

Mondelez International, Inc. 8-K Report, Executive Changes (May 27, 2025)

Mondelēz International, Inc. (MDLZ) has filed an 8-K report detailing the approval of a new "Mondelēz International, Inc. Severance Plan for Key Executives" and the results of its annual shareholder meeting. The new severance plan, effective May 20, 2025, outlines benefits for eligible officers and designated employees upon termination without Cause or resignation for Good Reason. Benefits include cash severance, pro-rated bonuses, health benefit stipends, outplacement services, financial and car allowances, and equity award acceleration. This plan aims to provide a consistent framework for executive departures, with specific provisions for the CEO and non-U.S. participants. The annual shareholder meeting, held on May 21, 2025, saw strong shareholder support for the election of all 10 directors, the approval of named executive officer compensation on an advisory basis, and the ratification of PricewaterhouseCoopers LLP as the independent auditor. Shareholders also approved the Global Employee Stock Purchase Matching Plan. Conversely, several shareholder proposals, including those related to supplier code of conduct due diligence, flexible plastic packaging, climate lobbying, human rights policy implementation, and recycled content claims, did not receive majority approval.

May 27, 2025 8-K

Mondelez International, Inc. 8-K Report, Corporate Update (May 6, 2025)

Mondelez International, Inc. (MDLZ) has filed a Current Report on Form 8-K detailing a significant debt financing event. On May 1, 2025, the company announced and priced an offering of $1.6 billion in senior notes across three tranches: 2028 Notes, 2030 Notes, and 2035 Notes. This offering was executed through a Terms Agreement with several underwriters, including major financial institutions like BNP Paribas Securities Corp. and Citigroup Global Markets Inc. The issuance of these notes, finalized on May 6, 2025, was completed under existing indenture agreements, supplemented by an officers' certificate. Investors should note that the prospectus and prospectus supplement related to this offering have been filed as part of the company's existing registration statement on Form S-3. This action indicates a strategic move by Mondelez to manage its capital structure, potentially for general corporate purposes, future investments, or refinancing existing debt. The filing provides the legal documentation and agreements underpinning this substantial debt issuance.

May 6, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

Mondelez International, Inc. 8-K Report, Financial Results (Apr 29, 2025)

Mondelēz International (MDLZ) reported first-quarter 2025 results that were mixed beneath a flat top line. Net revenues rose 0.2% to $9.3 billion, as Organic Net Revenue grew 3.1% on higher pricing (+6.6 pp) that more than offset a 3.5 pp decline in volume/mix. Reported profitability fell sharply: diluted EPS dropped 70.2% to $0.31 and operating income fell 75.1% to $680 million, driven largely by an unfavorable year-over-year swing in mark-to-market impacts from commodity and currency derivatives (a $669 million operating income headwind versus a $1,124 million gain in the prior-year period). Management's adjusted metrics, which strip out these derivative swings and other items, show the underlying pressure more clearly: Adjusted EPS of $0.74 declined 18.3% on a constant currency basis, and Adjusted Gross Profit margin contracted 580 basis points to 33.4% due to unprecedented cocoa cost inflation, higher transportation costs and unfavorable product mix. Cash generation and capital returns were solid but below prior-year levels. Operating cash flow was $1.09 billion and Free Cash Flow was $815 million, down from $1.03 billion. The company returned $2.1 billion to shareholders through dividends ($623 million) and share repurchases ($1.52 billion). Net debt rose to $17.98 billion from $16.40 billion at year-end 2024, and short-term borrowings increased to $1.9 billion, partly reflecting the timing of capital returns. Management reaffirmed its 2025 outlook: Organic Net Revenue growth of approximately 5%, Adjusted EPS down roughly 10% on a constant currency basis, and Free Cash Flow of $3 billion or more. Investors should weigh the reaffirmed guidance against the severity of cocoa cost pressures, the heavy reliance on pricing to offset falling volumes, and the ongoing ERP System Implementation costs, which are expected to run through 2028.

Apr 29, 2025 8-K

Mondelez International, Inc. 8-K Report, Material Agreement (Feb 20, 2025)

Mondelez International, Inc. (MDLZ) has filed an 8-K report detailing the refinancing of its revolving credit facilities. The company has entered into a new $1.5 billion 364-day revolving credit agreement and a new $4.5 billion five-year revolving credit agreement. These new facilities replace previously existing credit agreements of the same terms and sizes. The primary purpose for these credit lines is for general corporate purposes, including working capital and supporting the company's commercial paper program. This refinancing demonstrates an active approach to managing its liquidity and financing structure. The agreements include provisions for potential increases in credit availability, extension options for the five-year facility, and variable interest rates tied to SOFR or base rates plus an applicable margin based on senior unsecured debt ratings. A key covenant across both agreements is the maintenance of a minimum shareholders' equity of $25.0 billion, with specific exclusions for certain accounting adjustments. This move indicates a proactive strategy to ensure robust financial flexibility for the company's ongoing operations and strategic initiatives.

Feb 20, 2025 8-K

Regulation FD

Mondelez International, Inc. 8-K Report, Regulation FD Disclosure (Feb 18, 2025)

Mondelēz International (MDLZ) issued a press release on February 18, 2025, in connection with a presentation by CEO Dirk Van de Put and CFO Luca Zaramella at the 2025 Consumer Analyst Group of New York (CAGNY) conference. The filing is a Regulation FD disclosure, so it contains no new financial results or guidance beyond the figures already reported: the company cited 4.3% organic net revenue growth and 5.1% adjusted gross profit dollar growth for 2024, despite record cocoa input cost inflation, and 2024 net revenues of approximately $36.4 billion. Management's messaging centered on portfolio reshaping toward chocolate, biscuits, and baked snacks, which the company targets to represent 90% of revenue. The main new strategic theme is expansion into cakes and pastries, a roughly $97 billion category in which Mondelēz's roughly $2 billion business holds the #3 global share position. The company framed this as a playbook of acquiring brands, integrating them, and accelerating growth through distribution and marketing, referencing its recent acquisitions. For investors, the key items to monitor are cocoa cost pressure on margins, the pace of share gains in cakes and pastries, free cash flow expansion, and the company's capacity for growth-accretive M&A given its balance sheet flexibility. The filing itself does not disclose quantified forward guidance, so the material details would be in the webcast slides and replay, which were posted on the company's investor website.

Feb 18, 2025 8-K

Mondelez International, Inc. 8-K Report, Financial Results (Feb 4, 2025)

Mondelēz International (MDLZ) reported Q4 and full-year 2024 results on February 4, 2025, showing solid top-line and cash performance overshadowed by a sharp fourth-quarter margin compression. Full-year net revenues rose 1.2% to $36.4 billion, with Organic Net Revenue growth of 4.3% driven by higher net pricing, partly offset by a 1.0 point volume/mix decline. Reported diluted EPS fell 5.5% to $3.42, but Adjusted EPS rose 13.0% on a constant currency basis to $3.36, aided by operating gains, fewer shares outstanding, and lower taxes. Free cash flow was $3.5 billion, and the company returned $4.7 billion to shareholders through dividends and buybacks. Net debt declined by $1.2 billion to $16.4 billion, and the company fully exited its JDE Peet's stake in November 2024. The key concern for investors is the outlook. In Q4, Adjusted Gross Profit margin fell 650 basis points to 31.5% and Adjusted Operating Income fell 28.2% at constant currency, driven by sharply higher raw material costs, principally cocoa. Management guided 2025 Adjusted EPS to decline roughly 10% on a constant currency basis due to what it calls unprecedented cocoa cost inflation, while expecting Organic Net Revenue growth of about 5% and Free Cash Flow of $3 billion or more. Currency translation is expected to reduce 2025 net revenue growth by about 2.5% and Adjusted EPS by $0.12. The outlook excludes any potential U.S. tariffs and retaliation, which management describes as uncertain and rapidly evolving. Reported results were also flattered by non-recurring and non-cash items, including $544 million of net unrealized derivative gains in 2024, a $332 million gain on the JDE Peet's sale in Q4, and $393 million of Clif Bar integration and contingent consideration income. These were offset by a $665 million JDE Peet's impairment in Q1 and $153 million of intangible impairments. Investors should therefore focus on Adjusted metrics and the 2025 cocoa-driven earnings reset rather than the headline GAAP EPS decline or Q4 reported EPS increase of 85.7%.

Feb 4, 2025 8-K

Leadership Changes

Mondelez International, Inc. 8-K Report, Executive Changes (Jan 27, 2025)

Mondelēz International, Inc. has announced a key executive transition within its finance department. Brian Stevens has been appointed as the new Senior Vice President, Corporate Controller & Chief Accounting Officer, effective February 10, 2025. This appointment brings a seasoned finance executive with extensive experience from multinational healthcare and technology companies, as well as a background as a partner at KPMG. Mr. Stevens's prior roles include Chief Accounting Officer and interim Chief Financial Officer at Baxter International. The transition also involves Michael Call, the current principal accounting officer, who will continue in his role until Mr. Stevens's effective date. Following this, Mr. Call will transition to a new position as Senior Vice President, Finance for the North America region. This strategic shift in leadership is expected to leverage Mr. Stevens's expertise in financial reporting and controls as the company continues to execute its global strategy.

Jan 27, 2025 8-K

Leadership ChangesRegulation FDExhibits & Filings

Mondelez International, Inc. 8-K Report, Regulation FD Disclosure (Jan 15, 2025)

On January 15, 2025, Mondelēz International (MDLZ) furnished supplemental non-GAAP information under Regulation FD to recast its historical Adjusted EPS following the completion of its sale of the remaining 85.9 million shares of JDE Peet's (JDEP) to JAB Holdings on November 29, 2024. The shares were sold for approximately €2.2 billion ($2.4 billion), or €25.10 per share. Because Mondelēz no longer holds an equity method investment in JDEP as of year-end 2024, it will treat the sale as a divestiture beginning in the fourth quarter of 2024, rather than in the following quarter as it did under the one-quarter reporting lag. The recast removes JDEP equity method earnings from Adjusted EPS for all historical periods presented. U.S. GAAP results, including historical JDEP equity earnings, are unchanged. The adjustment lowers reported Adjusted EPS by roughly $0.01 to $0.04 per quarter. For example, full-year 2023 Adjusted EPS falls to $3.08 from $3.19, and full-year 2022 falls to $2.67 from $2.79. For the first nine months of 2024, Adjusted EPS is $2.71 versus $2.80 previously, a change of about 3%. Growth rates are affected only modestly, because the comparable prior-year periods are recast on the same basis. For investors, the key point is comparability rather than underlying performance. The change makes Adjusted EPS reflect only the continuing operating business, and it removes the contribution of a stake that has now been fully exited. Investors modeling forward earnings should use the recast figures as the base. The filing states that this supplemental disclosure does not amend any prior SEC filings, and Exhibit 99.1 provides the detailed reconciliations.

Jan 15, 2025 8-K

Mondelez International, Inc. 8-K Report, Executive Changes (Dec 3, 2024)

Mondelēz International (MDLZ) disclosed a leadership transition for its European business. Executive Vice President and President, Europe Vince Gruber informed the company on November 29, 2024 that he will retire effective April 1, 2025. The company named Volker Kuhn as his successor, effective the same date, and Kuhn will join the company on January 6, 2025 to overlap with Gruber for a transition period. Kuhn will report directly to Chair and CEO Dirk Van de Put. The filing is a personnel announcement with no reported financial results, guidance changes, or quantified financial impact. The 8-K does not disclose Kuhn's compensation or any other compensatory arrangements, which Item 5.02 would ordinarily require if they were material to his appointment. Investors should therefore treat this as a governance and execution update rather than a near-term earnings event. Kuhn's background is relevant to the European region, which is a major part of MDLZ's business. He comes from Reckitt's hygiene business, its largest global unit, where he was previously Chief Transformation Officer. He also spent 26 years at Procter & Gamble, including 10 years leading the Pringles Snacks division in Europe, and he led the carve-out of Duracell from P&G to Berkshire Hathaway. The company credited Gruber with advancing core brands such as Cadbury, Milka and Oreo across Europe and expanding into snack bars, cakes and pastries.

Dec 3, 2024 8-K

Mondelez International, Inc. 8-K Report, Financial Results (Oct 29, 2024)

Mondelēz International (MDLZ) reported third-quarter 2024 results on October 29, 2024, showing top-line acceleration on an organic basis alongside a sharp drop in GAAP profitability. Reported net revenues rose 1.9% to $9.2 billion, while Organic Net Revenue grew 5.4%, driven by higher net pricing (+5.1 pts) and modestly positive volume/mix (+0.3 pts). Reported diluted EPS fell 12.5% to $0.63, largely because of unfavorable mark-to-market derivative swings ($707 million unrealized losses), $153 million of intangible asset impairments, and costs tied to the ERP system implementation and the 2023 gum divestiture. On a non-GAAP basis, Adjusted EPS grew 28.6% on a constant currency basis to $0.99, supported by strong pricing, productivity-driven manufacturing savings, fewer shares outstanding, lower interest expense and lower taxes. The quarter also included a $350 million reduction in the fair value of Clif Bar contingent consideration, which was a meaningful one-time benefit to GAAP operating income and EPS. Investors should therefore look past the headline GAAP decline and weigh the Adjusted metrics against the GAAP figures. Year-to-date, operating cash flow was $3.5 billion and Free Cash Flow was $2.5 billion, and the company returned $2.9 billion to shareholders through dividends and buybacks in the first nine months. Management reaffirmed its 2024 outlook: Organic Net Revenue growth at the upper end of 3–5%, high single-digit Adjusted EPS growth on a constant currency basis, and Free Cash Flow of at least $3.5 billion. Currency is expected to reduce net revenue growth by about 1.5% and Adjusted EPS by $0.11. The company also agreed to acquire a majority stake in Evirth, a Chinese cakes and pastries manufacturer, expected to close in Q4 2024, which management frames as a move to reshape the portfolio toward faster-growing categories.

Oct 29, 2024 8-K

Mondelez International, Inc. 8-K Report, Corporate Update (Aug 28, 2024)

Mondelez International, Inc. (MDLZ) has filed an 8-K report on August 28, 2024, announcing the issuance of $500 million in senior notes due 2034. This debt issuance is part of their ongoing financing activities and was executed under an existing indenture, with amendments and an officers' certificate providing specific terms for these new notes. The filing includes the relevant legal documentation, such as the indenture, supplemental indentures, and legal opinions, which are incorporated into their existing registration statement. For investors, this 8-K signals that Mondelez is actively managing its capital structure and likely utilizing this new debt to fund its operations, strategic initiatives, or potential acquisitions. While the filing itself does not provide financial performance details, it is crucial for understanding the company's leverage and long-term funding strategy. Investors should consider this issuance in the context of Mondelez's overall debt levels, interest coverage ratios, and the prevailing interest rate environment.

Aug 28, 2024 8-K

Mondelez International, Inc. 8-K Report, Corporate Update (Aug 23, 2024)

Mondelēz International, Inc. (MDLZ) has filed a Form 8-K to announce and price an offering of senior notes due in 2034. The company entered into a Terms Agreement with several underwriters, including BBVA Securities Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, and Wells Fargo Securities, LLC, on August 22, 2024, to facilitate this debt issuance. This offering is part of a larger shelf registration previously filed with the SEC. Investors should note that this filing is primarily an informational announcement regarding new debt. The offering is expected to close on August 28, 2024, subject to standard closing conditions. While the specific terms and amount of the notes are not detailed in this 8-K, the filing confirms the company's intention to raise capital through debt markets, which could be used for various corporate purposes such as general corporate needs, acquisitions, or refinancing existing debt.

Aug 23, 2024 8-K

Mondelez International, Inc. 8-K Report, Financial Results (Jul 30, 2024)

Mondelēz International's Q2 2024 results (reported July 30, 2024) show a mixed picture: reported net revenues fell 1.9% to $8.34 billion, but Organic Net Revenue grew 2.5%, driven by higher net pricing that more than offset a 2.2-point drag from volume/mix. Reported diluted EPS dropped 34.8% to $0.45, largely due to a $573 million unfavorable swing in mark-to-market derivative losses, the 2023 divestiture of the developed market gum business, and lapping prior-year investment gains. On an adjusted basis, EPS rose 25.0% at constant currency to $0.86, and adjusted operating income margin expanded 270 basis points to 17.9%, reflecting pricing and productivity gains. The company also announced an 11% increase in its quarterly dividend to $0.470 per share, and approved a $1.2 billion multi-year ERP system implementation, with most of the spending expected to hit operating expenses and completion targeted for year-end 2028. Management reaffirmed its 2024 outlook for Organic Net Revenue growth at the upper end of 3-5% and high single-digit constant-currency Adjusted EPS growth, while Free Cash Flow guidance was set at $3.5 billion or more. Currency translation is expected to reduce 2024 net revenue growth by about 1.5 points and Adjusted EPS by $0.09. Investors should weigh the strong underlying margin and EPS momentum against soft reported top-line trends, a sharp rise in reported volume-related weakness in developed markets, a $665 million impairment on the JDE Peet's stake earlier in 2024, and rising net debt, which increased to $18.4 billion. Year-to-date free cash flow was flat at $1.5 billion, so the dividend increase and $2.2 billion of first-half shareholder returns are being funded at a pace that depends on sustained cash generation.

Jul 30, 2024 8-K

Mondelez International, Inc. 8-K Report, Corporate Update (Jul 3, 2024)

Mondelez International, Inc. (MDLZ) announced on July 3, 2024, the issuance of C$650 million in senior notes maturing in 2031. This debt offering is structured under existing indenture agreements and was filed with the SEC as part of their ongoing registration statement. This filing primarily serves to document the issuance of new debt, indicating the company's use of capital markets to manage its financial structure. Investors should note this is a debt financing activity, not related to operational performance or strategic acquisitions, and pertains to raising capital in Canadian dollars.

Jul 3, 2024 8-K

Leadership ChangesShareholder MattersExhibits & Filings

Mondelez International, Inc. 8-K Report, Corporate Update (Jul 1, 2024)

Mondelēz International, Inc. (MDLZ) has filed an 8-K report to disclose details regarding a CAD-denominated senior notes offering. On June 26, 2024, the company announced and priced an offering of senior notes due 2031, denominated in Canadian dollars. This offering was facilitated through a Terms Agreement with a group of underwriters, incorporating provisions from a prior Amended and Restated Underwriting Agreement. The company has filed a Prospectus and a Prospectus Supplement with the SEC in connection with this notes offering, which forms part of its existing Registration Statement on Form S-3. This financing activity is a key event for investors as it signals management's strategic use of debt markets to potentially fund operations, acquisitions, or other corporate initiatives. The denomination in Canadian dollars suggests a focus on managing currency exposure or accessing a specific investor base. Investors should monitor the closing of this offering, expected on July 3, 2024, and consider the implications of this new debt issuance on the company's leverage and capital structure.

Jul 1, 2024 8-K/A

Shareholder Matters

Mondelez International, Inc. 8-K/A Report, Shareholder Vote Results (May 23, 2024)

Mondelez International, Inc. (MDLZ) filed an 8-K/A amendment on May 22, 2024, reporting the final voting results from its annual meeting of shareholders held on May 21, 2024. A significant portion of outstanding shares (87.12%) were represented at the meeting, indicating strong shareholder engagement. All incumbent directors were overwhelmingly re-elected for one-year terms, highlighting shareholder confidence in the current board leadership. Furthermore, shareholders approved the company's executive compensation on an advisory basis and ratified the selection of PricewaterhouseCoopers LLP as the independent auditor for 2024. The Performance Incentive Plan also received shareholder approval. Conversely, several shareholder proposals, including those related to audit committee study on company affiliations, independent board chair, and specific initiatives for eradicating child labor and assessing human rights policy effectiveness, did not receive majority support.

May 23, 2024 8-K

Mondelez International, Inc. 8-K Report, Executive Changes (May 22, 2024)

Mondelēz International, Inc. (MDLZ) filed an 8-K on May 22, 2024, primarily detailing actions taken at its annual shareholder meeting and updates to its executive compensation and incentive plans. Key among these is the shareholder approval of the 2024 Performance Incentive Plan (2024 PIP), which will govern future equity awards. Additionally, the company's Board of Directors approved amendments to existing plans to better align executive compensation and severance benefits with potential change-in-control scenarios. The filing also confirms the election of 11 directors and advisory approval of executive compensation. Notably, several shareholder proposals regarding board structure, supply chain child labor, and audit committee studies were not approved. For investors, the focus is on the updated incentive structures and the alignment of executive compensation with shareholder interests, particularly in the context of potential corporate transactions, although the specific details of the 2005 PIP Amendment and CIC Plan Restatement will be further elaborated in future filings.

May 22, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

Mondelez International, Inc. 8-K Report, Financial Results (Apr 30, 2024)

Mondelēz International reported first-quarter 2024 results on April 30, 2024, with a headline picture of solid underlying top-line growth and strong earnings quality, but a sharply lower GAAP diluted EPS. Net revenues rose 1.4% to $9.29 billion, driven by Organic Net Revenue growth of 4.2% (pricing +6.3pp, volume/mix -2.1pp), partly offset by the 2023 divestiture of the developed market gum business and unfavorable currency. Emerging markets (Organic +8.3%) carried growth while Developed Markets organic growth slowed to 1.4% on volume/mix weakness in Europe and North America. GAAP diluted EPS fell 31.6% to $1.04, but this decline is largely explained by non-cash items: a $665 million impairment on the JDE Peet's equity-method stake and the lapping of a $796 million marketable securities gain from the former KDP stake in Q1 2023. Adjusted EPS rose 10.5% to $0.95 as reported and 16.3% on a constant currency basis to $1.00. Adjusted operating margin expanded 160 basis points to 18.5%, and the GAAP gross profit and operating income jump was inflated by a $1.12 billion mark-to-market derivative gain, which investors should treat as non-operational. Cash generation was strong, with operating cash flow of $1.32 billion and Free Cash Flow of $1.03 billion, and the company returned $1.1 billion to shareholders. Management reiterated 2024 guidance of 3–5% Organic Net Revenue growth, high-single-digit constant currency Adjusted EPS growth, and Free Cash Flow of at least $3.5 billion, while cautioning about currency headwinds (about -1.5% to net revenue growth and -$0.10 to Adjusted EPS) and geopolitical volatility.

Apr 30, 2024 8-K

Mondelez International, Inc. 8-K Report, Material Agreement (Feb 21, 2024)

Mondelez International, Inc. (MDLZ) has filed an 8-K report detailing the execution of a new $1.5 billion 364-day senior unsecured revolving credit agreement. This new facility, effective February 21, 2024, replaces a similar previous agreement and is set to terminate on February 19, 2025. The company has the option to extend the maturity of any outstanding loans for an additional year under certain conditions. This revolving credit facility is intended to support general corporate purposes, including working capital needs and its commercial paper program, providing continued financial flexibility. Crucially, the new agreement includes a covenant requiring Mondelez to maintain a minimum shareholders' equity of not less than $25.0 billion, with specific exclusions for certain accounting adjustments. The termination of the prior $1.5 billion 364-day revolving credit agreement is also noted as a consequence of entering into this new arrangement. Investors should view this as a routine financing update that reaffirms the company's commitment to maintaining adequate liquidity and financial stability.

Feb 21, 2024 8-K

Mondelez International, Inc. 8-K Report, Regulation FD Disclosure (Feb 20, 2024)

Mondelēz International (MDLZ) issued an 8-K on February 20, 2024, furnishing a press release tied to executives' presentation at the 2024 Consumer Analyst Group of New York (CAGNY) conference. The filing is a Regulation FD disclosure with no new financial results, guidance figures, or material transactions disclosed. The release positions the company's North American business as a key growth driver, noting it accounts for more than 30% of total net revenue and nearly 40% of operating income, and that the company is reshaping its portfolio so that 90% of revenue comes from its core categories of chocolate, biscuits and baked snacks. Management (Chairman and CEO Dirk Van de Put, CFO Luca Zaramella, and EVP North America Gustavo Valle) framed the presentation around three themes: consistent delivery against the long-term growth algorithm since the 2018 strategy launch, transformation of North America into a sustainable growth engine through manufacturing flexibility, sales execution, pricing power and portfolio expansion, and capital allocation aimed at stronger returns on investment. The company cited a "virtuous cycle" of gross profit dollar growth funding local commercial execution and brand investment. For investors, the filing is primarily a narrative and strategic update rather than a source of new hard numbers. The key items to monitor are the sustainability of North American margin and growth improvements, the pace of portfolio reshaping toward core categories, and any specifics on guidance or capital returns that management may have discussed on the webcast, which are not contained in this filing. The information is furnished, not filed, so it carries no Section 18 liability.

Feb 20, 2024 8-K

Mondelez International, Inc. 8-K Report, Corporate Update (Feb 20, 2024)

Mondelez International, Inc. (MDLZ) has filed an 8-K report detailing the pricing and issuance of a new series of senior notes. On February 15, 2024, the company announced and priced an offering of senior notes due 2029. The company subsequently issued an aggregate principal amount of $550 million of these notes on February 20, 2024. This offering was conducted under an existing shelf registration statement and involved a Terms Agreement with several underwriters, including J.P. Morgan Securities LLC and Wells Fargo Securities, LLC. The proceeds from this debt issuance are intended to support the company's general corporate purposes. Investors should note that this filing primarily concerns the details of the debt offering and does not disclose any new financial performance data or material business developments beyond the debt issuance itself.

Feb 20, 2024 8-K

Mondelez International, Inc. 8-K Report, Executive Changes (Feb 2, 2024)

On February 2, 2024, Mondelēz International (Nasdaq: MDLZ) disclosed in an 8-K that its Board of Directors increased in size from 10 to 11 members and appointed Brian J. McNamara, currently CEO of Haleon plc (formerly GSK Consumer Healthcare), effective February 1, 2024. The Board determined McNamara is independent under Nasdaq listing rules, and he was assigned to the People and Compensation Committee and the Governance, Membership and Sustainability Committee. He receives the same compensation and indemnification as other non-employee directors, and the filing reports no related-party transactions requiring disclosure under Item 404(a). From an investor standpoint, this is a routine governance event rather than a material financial development. The filing contains no financial results, guidance, capital allocation changes, or operational updates. The press release notes that 10 of the 11 directors are now independent, which supports board independence. McNamara's background in global consumer products, including supply chain, brand marketing, and customer engagement, adds relevant operating experience to the board, particularly given Mondelēz's focus on snacking across more than 150 countries. The appointment is most meaningful as a signal about board composition and strategic oversight. Investors may wish to monitor how McNamara's committee roles influence compensation policy and governance matters over time. The company reported approximately $36 billion in 2023 net revenues, and this filing does not alter that financial profile.

Feb 2, 2024 8-K

Mondelez International, Inc. 8-K Report, Regulation FD Disclosure (Jan 30, 2024)

Mondelēz International (MDLZ) is furnishing supplemental, Regulation FD non-GAAP information to recast its historical results for two divestitures: the partial sale of its equity method stake in JDE Peet's (JDEP) during Q3 2023, and the sale of its developed market gum business, completed October 1, 2023 (Portugal business sold October 23, 2023). The filing does not change any U.S. GAAP results; it only restates non-GAAP measures (Organic Net Revenue, Adjusted Gross Profit, Adjusted Operating Income, and Adjusted EPS) for all historical periods presented, which were recast for 2021, 2022 and the first nine months of 2023. The JDEP share sales involved options covering about 7.7 million shares, of which 2.2 million were exercised in Q3 2023. This reduced Mondelēz's ownership from 18.1% to 17.7%, generated proceeds of about $62 million, and produced a small loss of about $4 million. Because JDEP is reported on a one-quarter lag, the effect on non-GAAP results begins in Q4 2023. Mondelēz keeps two board seats and continues to use equity method accounting. The gum divestiture brought in net cash proceeds of about $1.4 billion, which can fund general corporate purposes, including commercial paper repayment. Recast figures show the gum business removed roughly $483 million of nine-month 2023 net revenue and $193 million of operating income. Recast Adjusted EPS for Q3 2023 is $0.77 versus $0.72 as originally adjusted, and for nine months 2023 it is $2.35 versus $2.46. The changes are presentational, and investors should compare recast non-GAAP figures with the GAAP reconciliations in Exhibit 99.1.

Jan 30, 2024 8-K

Mondelez International, Inc. 8-K Report, Financial Results (Jan 30, 2024)

Mondelēz International reported fourth-quarter and full-year 2023 results on January 30, 2024, capping a year of strong top-line and earnings growth. Full-year net revenues rose 14.4% to $36.0 billion, driven by 14.7% Organic Net Revenue growth (pricing contributed 13.4 points and volume/mix 1.3 points), with acquisitions of Clif Bar and Ricolino adding to sales. Reported diluted EPS jumped 84.7% to $3.62, but this was inflated by a $593 million gain on marketable securities (largely the KDP stake sale), the favorable swing in derivative mark-to-market impacts, and a gain on the developed market gum divestiture. The more relevant measure is Adjusted EPS, which rose 19.0% on a constant currency basis to $3.19 (14.3% as reported). Adjusted operating income margin expanded 10 basis points to 15.9%, supported by pricing, productivity and SG&A leverage, partly offset by input cost inflation and higher advertising spend. Cash generation and capital return were solid. Operating cash flow was $4.7 billion and Free Cash Flow reached $3.6 billion, up $0.6 billion year over year. The company returned $3.7 billion to shareholders through dividends and buybacks and raised the dividend per share by 10%. Net debt fell to $17.6 billion from $21.0 billion, helped by the $1.4 billion gum divestiture and proceeds from the sale of its KDP and JDE Peet's stakes. The fourth quarter was more moderate, with net revenues up 7.1% (Organic growth 9.8%, but volume/mix slightly negative at -0.4 points) and Adjusted EPS of $0.84, up 23.5% constant currency. Looking ahead, management guided to a 2024 that it described as an "on-algorithm" year, with Organic Net Revenue growth of 3-5% (revenue growth at the upper end of that range), high-single-digit constant currency Adjusted EPS growth against a 2023 base that includes the divested gum business, and Free Cash Flow of at least $3.5 billion. Currency translation is expected to reduce 2024 revenue growth by about 0.5 points and Adjusted EPS by $0.03. Management also flagged a significant step-up in brand, capability and talent investment, and noted greater-than-usual outlook volatility from geopolitical uncertainty. The company also resolved the European Commission legal matter with an accrual of roughly €340 million ($375 million).

Jan 30, 2024 8-K

Mondelez International, Inc. 8-K Report, Financial Results (Nov 1, 2023)

Mondelēz International (MDLZ) reported strong third-quarter 2023 results, with net revenues rising 16.3% to $9.03 billion and Organic Net Revenue growing 15.7%, driven by a 3.8 point contribution from volume/mix that was positive in every region and pricing that added 11.9 points. Diluted EPS more than doubled... specifically up 84.6% to $0.72, largely due to lapping prior-year acquisition-related costs, a $593 million year-to-date gain on marketable securities tied to its Keurig Dr Pepper stake, and favorable mark-to-market swings. The more relevant measure for underlying performance is Adjusted EPS, which rose 16.7% on a constant currency basis to $0.82 (up 13.9% as reported), and Adjusted Operating Income grew 24.5% at constant currency with margin expanding 60 basis points to 16.7%. Year-to-date free cash flow reached $2.37 billion, up about $475 million, and the company returned $2.2 billion to shareholders over the first nine months. Management raised its 2023 outlook, now expecting Organic Net Revenue growth of 14% to 15% (previously 12%+) and Adjusted EPS growth of approximately 16% on a constant currency basis (previously 12%+). The Free Cash Flow outlook of $3.3 billion or more was unchanged. Management flagged that currency translation would reduce 2023 net revenue growth by about 4 percent and reduce Adjusted EPS by roughly $0.15. The company also closed the sale of its developed market gum business to Perfetti Van Melle for $1.4 billion on October 1, 2023, and completed the Portugal portion on October 23, 2023. Investors should note that the company's guidance and strategic portfolio reshaping remain exposed to geopolitical uncertainty and volatility in input costs, and that year-to-date reported net earnings were boosted by one-time gains on KDP and JDE Peet's share sales.

Nov 1, 2023 8-K

Material Agreements

Mondelez International, Inc. 8-K Report, Agreement Terminated (Oct 18, 2023)

Mondelez International, Inc. (MDLZ) has filed an 8-K report announcing the termination of its $2.0 billion revolving credit agreement, originally entered into on April 6, 2023. This action, effective October 18, 2023, signifies a change in the company's financing structure. While the immediate financial impact is not detailed in this specific filing, investors should view this termination as a strategic decision by management regarding its liquidity and debt management. The company's decision to terminate a significant credit facility may indicate sufficient existing cash reserves, reduced need for short-term borrowing, or a restructuring of its financing arrangements. Further analysis of subsequent filings and investor communications will be crucial to understand the full implications for Mondelez's financial flexibility and capital allocation strategy.

Oct 18, 2023 8-K

Mondelez International, Inc. 8-K Report, Regulation FD Disclosure (Oct 10, 2023)

Mondelēz International (MDLZ) filed this Form 8-K under Regulation FD to furnish supplemental non-GAAP information reflecting the retrospective impact of its April 3, 2023 sale of approximately 7.7 million JDE Peet's (JDEP) shares. The sale reduced Mondelēz's ownership from 19.7% to 18.1% and generated cash proceeds of €198 million ($217 million), with a recorded loss of €18 million ($19 million) in Q2 2023. Mondelēz continues to account for its JDEP stake under the equity method, retaining two board seats and certain governance rights. The company has elected to treat the partial sale as a divestiture for non-GAAP purposes, which removes the related equity method earnings from Adjusted EPS for all historical periods presented. U.S. GAAP results are unchanged. The practical effect for investors is a reduction in historical Adjusted EPS. Recast figures show FY2022 Adjusted EPS of $2.87 (versus $2.89 previously), FY2021 of $2.77 (versus $2.78), and H1 2023 of $1.64 (versus $1.65). The changes are small, typically $0.01 to $0.02 per share per period. Beginning with Q3 2023, the one-quarter lag reporting of JDEP results means the divestiture impact will flow through non-GAAP results. Investors should view the recast as a comparability adjustment rather than a change in underlying operating performance or reported GAAP earnings. The filing explicitly states that it does not amend any prior SEC disclosures. The filing also confirms that Mondelēz's non-GAAP definitions did not change as a result of the JDEP sale. Management frames the adjustment as improving comparability and transparency, and the 8-K is primarily informational. The disclosure is not a new financial event, and it does not affect cash flows, GAAP net earnings, or the company's stated guidance framework in this document.

Oct 10, 2023 8-K

Mondelez International, Inc. 8-K Report, Financial Results (Jul 27, 2023)

Mondelēz International (MDLZ) reported strong second-quarter 2023 results, with net revenues up 17.0% to $8.5 billion. Organic Net Revenue grew 15.8%, driven almost entirely by pricing, since volume/mix was flat at the consolidated level. Reported diluted EPS rose 27.8% to $0.69, and Adjusted EPS rose 21.5% on a constant-currency basis to $0.76 (16.9% as reported). Reported gross margin expanded 310 basis points to 39.4%, largely because of favorable mark-to-market derivative swings. Adjusted gross margin contracted 50 basis points to 37.5% on higher raw material and transportation costs. Reported operating income rose 53.7% to $1.4 billion, and adjusted operating margin improved 60 basis points to 15.7%. Management raised its full-year 2023 outlook. Organic Net Revenue growth is now expected at 12%+ (previously 10%+), and constant-currency Adjusted EPS growth at 12%+ (previously 10%+). Free Cash Flow guidance of $3.3 billion or more was unchanged. Currency translation is estimated to reduce 2023 net revenue growth by about 2 points and Adjusted EPS by $0.11. The board also raised the quarterly dividend 10% to $0.425 per share. Balance sheet and capital allocation also improved. Net debt fell to $19.7 billion from $21.0 billion at year-end 2022, aided by proceeds from the sale of Keurig Dr Pepper shares. Year-to-date Free Cash Flow was $1.5 billion, down slightly from the prior year, and the company returned $1.7 billion to shareholders in the first half. Reported results were flattered by sizable non-operating gains on investment sales, so investors should focus on the adjusted metrics and the underlying pricing-led growth.

Jul 27, 2023 8-K

Mondelez International, Inc. 8-K Report, Executive Changes (Jul 20, 2023)

On July 20, 2023, Mondelēz International (Nasdaq: MDLZ) filed an 8-K reporting a board change: the Board expanded from 9 to 10 members and appointed Cees 't Hart, current CEO of Carlsberg Group, as an independent director effective immediately. He joins the Audit Committee and the Finance Committee, and the Board determined he qualifies as an Audit Committee Financial Expert under SEC rules. The filing reports no financial results, guidance, or material transactions, so it carries no direct earnings or valuation signal. For investors, the event is primarily a governance development. Mr. 't Hart brings more than 30 years of food and beverage experience, including prior CEO roles at Royal FrieslandCampina and Carlsberg (since 2015) and senior positions at Unilever, which the company cites as relevant to building local and international brands. His audit committee seat and financial expert designation strengthen oversight capacity at a company whose audit committee is central to financial reporting integrity. The filing states he receives the same compensation and indemnification as other non-employee directors, that he has no reportable related-person transactions under Item 404(a), and that he was not selected under any arrangement. The disclosures are routine for a director appointment, and the filing raises no material concerns on its face.

Jul 20, 2023 8-K

Shareholder Matters

Mondelez International, Inc. 8-K Report, Shareholder Vote Results (May 19, 2023)

This 8-K filing from Mondelez International, Inc. reports the final voting results from its Annual Meeting of Shareholders held on May 17, 2022. The company's shareholders overwhelmingly approved the election of all nine director nominees for one-year terms and ratified the appointment of PricewaterhouseCoopers LLP as the independent auditor for 2023. Additionally, shareholders approved, on an advisory basis, the company's executive compensation and recommended holding such advisory votes annually. Importantly for investors, two shareholder proposals – one seeking an independent board chair and another regarding cage-free egg goals and child labor eradication in the cocoa supply chain – did not receive majority support. This indicates continued shareholder confidence in the current board structure and management's approach to these specific ESG initiatives, although it also highlights areas where shareholder advocacy remains.

May 19, 2023 8-K

Mondelez International, Inc. 8-K Report, Executive Changes (May 2, 2023)

On May 2, 2023, Mondelēz International announced a leadership transition in its Asia Pacific, Middle East and Africa (AMEA) segment. Maurizio Brusadelli, Executive Vice President and President of AMEA, informed the company on April 28, 2023, that he will leave in June to pursue another leadership opportunity outside Mondelēz. His last day is expected in June 2023. Deepak Iyer, currently President of India and Southeast Asia, will succeed him as Executive Vice President and President, AMEA, effective June 5, 2023. Iyer, a 25+ year veteran, will oversee the company's $6.8 billion AMEA business across more than 70 countries, which includes brands such as Oreo, belVita, Cadbury and Kinh Do. The company credits him with driving double-digit revenue growth, expanding margins and strengthening cash flow in India since 2016. For investors, this is a planned, internally sourced succession rather than a signal of operational distress, and the filing contains no financial results, guidance changes, or material financial impact. The primary considerations are continuity of leadership in a segment that accounts for roughly one-fifth of the company's approximately $31 billion in 2022 net revenues, and whether Iyer can sustain growth in a broader region after leading the smaller India business.

May 2, 2023 8-K

Mondelez International, Inc. 8-K Report, Financial Results (Apr 27, 2023)

Mondelēz International (MDLZ) reported first-quarter 2023 results on April 27, 2023 that were strong on the top line and reported earnings, and management raised its full-year outlook. Net revenues rose 18.1% to $9.166 billion, driven by Organic Net Revenue growth of 19.4% (pricing +16.2 pp, volume/mix +3.2 pp), with contributions from the 2022 Clif Bar and Ricolino acquisitions partially offset by unfavorable currency. Reported diluted EPS was $1.52, up 149.2%, but this was inflated by a $787 million unrealized gain and a $493 million pre-tax gain tied to the March 2023 sale of Keurig Dr Pepper shares and the reclassification of the remaining KDP stake as marketable securities. Adjusted EPS, which strips out these items, was $0.89, up 9.9% reported and 17.3% at constant currency. Underlying profitability was mixed. Adjusted gross profit margin fell 170 basis points to 37.1% on higher raw material and transportation costs, partially offset by pricing, while adjusted operating margin declined 60 basis points to 17.2%. Operating cash flow of $1.1 billion was roughly flat year over year, and free cash flow declined to $900 million from $964 million on higher capital expenditures. Net debt fell to $20.3 billion from $21.0 billion, and the company returned $0.9 billion to shareholders through dividends and buybacks. Management raised its 2023 Organic Net Revenue growth outlook to 10%+ (from 5-7%) and its constant-currency Adjusted EPS growth outlook to 10%+ (from high single digits), while maintaining Free Cash Flow guidance of $3.3 billion or more. Currency translation is expected to reduce 2023 net revenue growth by about 2 percentage points and Adjusted EPS by $0.09. Investors should weigh the strong pricing-led top-line momentum against margin pressure from input costs and the fact that reported EPS was heavily influenced by non-operating investment gains.

Apr 27, 2023 8-K

Material AgreementsFinancial EventsExhibits & Filings

Mondelez International, Inc. 8-K Report, Regulation FD Disclosure (Apr 11, 2023)

Mondelēz International (MDLZ) filed this Form 8-K under Regulation FD to furnish supplemental non-GAAP information, not a new operating result. On March 2, 2023, the company sold 30.0 million Keurig Dr Pepper (KDP) shares, cutting its stake from about 5.3% to 3.2% and generating roughly $1.0 billion of proceeds and a gain of about $500 million in Q1 2023. Because the stake fell below 5%, MDLZ moved from equity method accounting to marketable securities accounting and will stop recording equity method earnings from KDP. Its non-GAAP Adjusted EPS definition now treats both the shares sold and the remaining stake's historical equity earnings as a divestiture, so prior periods have been recast. The recast lowers reported non-GAAP results: full-year 2022 Adjusted EPS moves from $2.95 to $2.89 and full-year 2021 from $2.85 to $2.78. Equity method net earnings excluded from non-GAAP fall sharply, and the recast removes KDP-related equity earnings from Adjusted EPS. GAAP results, including the historical equity method earnings, are unchanged, and this filing does not amend prior SEC filings. Investors should treat the change mainly as a comparability and presentation adjustment, with the one-time $500 million gain and the $1.0 billion of cash proceeds as the key economic items. Future non-GAAP EPS will exclude KDP equity earnings, so year-over-year comparisons should use the recast figures.

Apr 11, 2023 8-K

Mondelez International, Inc. 8-K Report, Material Agreement (Apr 6, 2023)

Mondelez International, Inc. (MDLZ) filed an 8-K on April 6, 2023, to report the execution of a new $2.0 billion senior unsecured revolving credit agreement. This facility provides liquidity for general corporate purposes, including working capital and support for its commercial paper program. The agreement has a termination date of December 29, 2023, and its terms are tied to MDLZ's long-term senior unsecured debt rating, influencing the applicable interest margin. The credit facility requires Mondelez to maintain a minimum shareholders' equity of $25.0 billion, with specific exclusions for certain accounting adjustments. This new credit line offers financial flexibility and demonstrates the company's proactive approach to managing its liquidity needs. Investors should note that several lenders involved in this agreement also maintain existing financial service relationships with Mondelez, which is standard practice.

Apr 6, 2023 8-K

Material AgreementsFinancial EventsExhibits & Filings

Mondelez International, Inc. 8-K Report, Material Agreement (Feb 22, 2023)

Mondelēz International, Inc. (MDLZ) has filed an 8-K report detailing the execution of a new $1.5 billion 364-day senior unsecured revolving credit agreement on February 22, 2023. This facility replaces a previous $2.5 billion agreement that was terminated in conjunction with the new agreement. The new credit facility has a termination date of February 21, 2024, but offers the option to extend outstanding loans for an additional year to February 21, 2025, subject to certain conditions. The company also has the flexibility to increase the facility by up to $500 million with lender agreement. This new credit agreement is primarily intended for general corporate purposes, including working capital needs and supporting the company's commercial paper program. Investors should note the covenant requiring a minimum shareholders' equity of $25.0 billion, with specific exclusions for certain accounting adjustments. The interest rate on borrowings will be variable, based on SOFR or a base rate, plus an applicable margin tied to the company's long-term senior unsecured debt rating.

Feb 22, 2023 8-K

Mondelez International, Inc. 8-K Report, Regulation FD Disclosure (Feb 21, 2023)

Mondelēz International (MDLZ) issued an 8-K on February 21, 2023 under Regulation FD, furnishing a press release tied to executives' presentation at the 2023 Consumer Analyst Group of New York (CAGNY) conference. The presentation was led by Chairman and CEO Dirk Van de Put, CFO Luca Zaramella, and Chief Marketing and Sales Officer Martin Renaud, and was accompanied by a listen-only webcast and a replay with slides on the company's investor website. The filing is primarily an investor-communication event notice rather than a disclosure of new financial results, so it contains no quantitative earnings, guidance changes, or new transaction terms. The substance of the message is strategic. Management highlighted that its marketing and sales transformation is driving growth in core categories of chocolate, biscuits and baked snacks, with brands including Oreo, Ritz, LU, Clif Bar, Tate's Bake Shop, Cadbury Dairy Milk, Milka and Toblerone. The company emphasized profit dollar growth, local-first commercial execution, high-return investment, digital-enabled personalization and continued growth-accretive M&A, while describing its portfolio reshaping plan as progressing. The company reported 2022 net revenues of approximately $31 billion and operates in over 150 countries. For investors, the key takeaway is management's positioning of a more focused, higher-growth portfolio and a higher-investment marketing posture. The forward-looking statements flag risks that remain material, including macroeconomic and inflation pressures, commodity cost volatility, the war in Ukraine and related sanctions, competition and pricing actions, the European Commission legal matter, the planned divestiture of the developed-market gum business, the value of its JDE Peet's and KDP stakes, and restructuring program execution. Investors should look to the accompanying slides and subsequent periodic filings for quantitative detail.

Feb 21, 2023 8-K/A

Leadership Changes

Mondelez International, Inc. 8-K/A Report, Executive Changes (Feb 7, 2023)

This 8-K/A filing from Mondelez International (MDLZ) serves as an amendment to a previous filing regarding the appointment of Anindita (Ann) Mukherjee to the Board of Directors. The amendment clarifies that Ms. Mukherjee, whose appointment was effective January 1, 2023, has also been assigned to two key Board committees: the Governance, Membership and Sustainability Committee and the People and Compensation Committee, effective February 2, 2023. Investors should note that Ms. Mukherjee has been determined to be an independent director under Nasdaq listing rules, and there are no reportable related-party transactions.

Feb 7, 2023 8-K

Mondelez International, Inc. 8-K Report, Financial Results (Jan 31, 2023)

Mondelēz International (MDLZ) reported fourth-quarter and full-year 2022 results on January 31, 2023, showing strong top-line momentum but sharply lower reported profitability. Full-year net revenues rose 9.7% to $31.5 billion, driven by 12.3% Organic Net Revenue growth (2.7 points from volume/mix and 9.6 points from pricing), with acquisitions such as Chipita, Clif Bar and Ricolino contributing, partly offset by currency. Reported diluted EPS fell 35.5% to $1.96, largely due to a $318 million accrual for the European Commission legal matter, unfavorable mark-to-market derivative swings, lapping 2021 equity-method gains on KDP and JDE Peet's sales, acquisition-related costs, and Ukraine war expenses. On a non-GAAP basis, Adjusted EPS rose 11.9% at constant currency to $2.95, and gross margin compression was driven by input cost inflation and unfavorable mix. Cash generation and capital returns remained substantial but softened. Operating cash flow was $3.9 billion, down $0.2 billion, and Free Cash Flow was $3.0 billion. The company returned $4.0 billion to shareholders through dividends and buybacks, raised its dividend per share by 10%, and approved a new $6.0 billion share repurchase authorization running through December 31, 2025. Net debt climbed to $21.0 billion from $16.0 billion, reflecting acquisition funding. Management guided 2023 to Organic Net Revenue growth of 5-7%, high-single-digit constant-currency Adjusted EPS growth, and Free Cash Flow of at least $3.3 billion, while flagging an approximately 1% currency drag on net revenue and a $0.04 negative Adjusted EPS impact. The filing also announced an agreement to sell the developed-markets gum business in the U.S., Canada and Europe to Perfetti Van Melle, with closing expected in Q4 2023. Investors should weigh the strong underlying growth and cash returns against the rising leverage, the unresolved and potentially larger EU antitrust exposure, and the persistent margin pressure from input costs.

Jan 31, 2023 8-K

Mondelez International, Inc. 8-K Report, Executive Changes (Dec 13, 2022)

Mondelēz International (MDLZ) filed an 8-K on December 13, 2022 to report a board change: the Board was expanded from 10 to 11 members and Anindita (Ann) Mukherjee was appointed as a director, effective January 1, 2023. Mukherjee is currently Chairwoman and CEO of Pernod Ricard North America and previously held senior roles at S.C. Johnson and PepsiCo, including President of Global Snacks Group and Chief Marketing Officer of Frito-Lay. The Board has not yet decided which committees she will join. From an investor standpoint, this is a routine governance event with no reported financial impact. The filing discloses no related-party transactions requiring disclosure under Item 404(a), and Mukherjee was not selected under any arrangement with another person. She will receive the same compensation and indemnification as other non-employee directors, so no new compensation arrangement is disclosed. The appointment is most relevant as a signal of strategic direction. Management framed her expertise in consumer insights, commercial execution, and brand innovation as supporting the company's Vision 2030 strategy of becoming a global snacking leader. Her experience in snacks and consumer marketing aligns with that positioning, though the filing itself contains no financial guidance or operational results.

Dec 13, 2022 8-K