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1、2022 annual reporton form 10-KChocolateBiscuits,Energy Snack BarsChocolateBiscuits,Cakes&PastriesBiscuitsIconic$1B+Brands174%N o n-U.S.150+C o u n tries61%D ev elo p ed M a rk ets39%E m erg in g M a rk ets2022 financial HigHligHtsO U R B R A N D SM a rk e t le a d in g bra n d s a c ro ss c o re c a
2、 te g o rie s o fc h o c o la te,bisc u its&ba k e d sn a c k s pro vid e e ve ry d a y fu e l&a ffo rd a ble tre a revenues By categoryC h eese&G ro cery6%B ev era g es3%C h o co la te30%G u m&C a n d y11%B iscu its&B a k ed S n a ck s50%$31.5B2022N E TR E VE N U E Snet revenues By regionN o rth A
3、m erica31%E u ro p e36%A M E A21%La tinA m erica12%91KE m p lo yees1.N ie lse n V a lu e S a le s 20222.E u ro m o n ito r 2022#1 in KeysnacKsmarKets2leadinglocalJewelsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549FORM 10-K(Mark one)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)O
4、F THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31,2022ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _ to _COMMISSION FILE NUMBER 1-16483Mondelz International,Inc.(Exact name of registrant as specified
5、in its charter)Virginia52-2284372(State or other jurisdiction ofincorporation or organization)(I.R.S.EmployerIdentification No.)905 West Fulton Market,Suite 200Chicago,Illinois60607(Address of principal executive offices)(Zip Code)Registrants telephone number,including area code:847-943-4000Securiti
6、es registered pursuant to Section 12(b)of the Act:Title of each classTradingSymbol(s)Name of each exchange on which registeredClass A Common Stock,no par valueMDLZThe Nasdaq Global Select Market1.625%Notes due 2027MDLZ27The Nasdaq Stock Market LLC0.250%Notes due 2028MDLZ28The Nasdaq Stock Market LLC
7、0.750%Notes due 2033MDLZ33The Nasdaq Stock Market LLC2.375%Notes due 2035MDLZ35The Nasdaq Stock Market LLC4.500%Notes due 2035MDLZ35AThe Nasdaq Stock Market LLC1.375%Notes due 2041MDLZ41The Nasdaq Stock Market LLC3.875%Notes due 2045MDLZ45The Nasdaq Stock Market LLCSecurities registered pursuant to
8、Section 12(g)of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes xNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of the Act.Yes No xNote:Checking t
9、he box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d)of the Exchange Act fromtheir obligations under those Sections.Indicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Excha
10、ngeAct of 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such reports),and(2)has beensubject to such filing requirements for the past 90 days.Yes xNo Indicate by check mark whether the registrant has submitted electronically every Interactive
11、Data File required to be submitted pursuant toRule 405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the registrant was requiredto submit such files).YesxNo Indicate by check mark whether the registrant is a large accelerated filer,an accele
12、rated filer,a non-accelerated filer,a smaller reportingcompany,or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filerxAccelerated filerNon-acce
13、lerated filerSmaller reporting companyEmerging growth companyIf an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a)of the Excha
14、nge Act.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness ofits internal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered publicaccounting firm that pr
15、epared or issued its audit report.Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Act).Yes No xThe aggregate market value of the shares of Class A Common Stock held by non-affiliates of the registrant,computed by reference to theclosing price of such
16、stock on June 30,2022,was$85.1 billion.At January 31,2023,there were 1,363,306,849 shares of the registrants Class ACommon Stock outstanding.Documents Incorporated by ReferencePortions of the registrants definitive proxy statement to be filed with the Securities and Exchange Commission in connection
17、 with its annualmeeting of shareholders expected to be held on May 17,2023 are incorporated by reference into Part III hereof.Mondelz International,Inc.Page No.Part I Item 1.Business3Item 1A.Risk Factors12Item 1B.Unresolved Staff Comments27Item 2.Properties27Item 3.Legal Proceedings27Item 4.Mine Saf
18、ety Disclosures27Part II Item 5.Market for Registrants Common Equity,Related Stockholder Mattersand Issuer Purchases of Equity Securities28Item 6.Reserved29Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations:30Recent Developments and Significant Items Affectin
19、g Comparability30Summary of Results32Financial Outlook33Discussion and Analysis of Historical Results35Critical Accounting Estimates51Liquidity and Capital Resources54Commodity Trends56Non-GAAP Financial Measures57Item 7A.Quantitative and Qualitative Disclosures about Market Risk64Item 8.Financial S
20、tatements and Supplementary Data:66Report of Independent Registered Public Accounting Firm66Consolidated Statements of Earningsfor the Years Ended December 31,2022,2021 and 202069Consolidated Statements of Comprehensive Earningsfor the Years Ended December 31,2022,2021 and 202070Consolidated Balance
21、 Sheets as of December 31,2022 and 202171Consolidated Statements of Equityfor the Years Ended December 31,2022,2021 and 202072Consolidated Statements of Cash Flowsfor the Years Ended December 31,2022,2021 and 202073Notes to Consolidated Financial Statements74Item 9.Changes in and Disagreements with
22、Accountants on Accounting and Financial Disclosure127Item 9A.Controls and Procedures127Item 9B.Other Information128Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections128Part III Item 10.Directors,Executive Officers and Corporate Governance129Item 11.Executive Compensation129I
23、tem 12.Security Ownership of Certain Beneficial Owners and Managementand Related Stockholder Matters129Item 13.Certain Relationships and Related Transactions,and Director Independence129Item 14.Principal Accountant Fees and Services129Part IV Item 15.Exhibits and Financial Statement Schedules130Item
24、 16.Form 10-K Summary134Signatures135In this report,for all periods presented,“we,”“us,”“our,”“the Company”and“Mondelz International”refer toMondelz International,Inc.and subsidiaries.References to“Common Stock”refer to our Class A Common Stock.iForward-Looking StatementsThis report contains“forward
25、-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.All statements other thanstatements of historical fact are“forward-looking statements”for purposes of federal and state securities laws,inc
26、luding any projections of earnings,revenue or other financial items;any statements of the plans,strategies andobjectives of management,including for future operations,capital expenditures or share repurchases;anystatements concerning proposed new products,services,or developments;any statements rega
27、rding futureeconomic conditions or performance;any statements of belief or expectation;and any statements of assumptionsunderlying any of the foregoing or other future events.Forward-looking statements may include,among others,thewords,and variations of words,“will,”“may,”“expect,”“would,”“could,”“m
28、ight,”“intend,”“plan,”“believe,”“likely,”“estimate,”“anticipate,”“objective,”“predict,”“project,”“drive,”“seek,”“aim,”“target,”“potential,”“commitment,”“outlook,”“continue”or any other similar words.Although we believe that the expectations reflected in any of our forward-looking statements are reas
29、onable,actualresults or outcomes could differ materially from those projected or assumed in any of our forward-lookingstatements.Our future financial condition and results of operations,as well as any forward-looking statements,aresubject to change and to inherent risks and uncertainties,many of whi
30、ch are beyond our control.Important factorsthat could cause our actual results or performance to differ materially from those contained in or implied by ourforward-looking statements include,but are not limited to,the following:weakness in macroeconomic conditions in our markets,including as a resul
31、t of inflation(and relatedmonetary policy actions by governments in response to inflation),volatility of commodity and other inputcosts and availability of commodities;geopolitical uncertainty,including the impact of ongoing or new developments in the war in Ukraine,relatedcurrent and future sanctio
32、ns imposed by governments and other authorities and related impacts,includingon our business operations,employees,reputation,brands,financial condition and results of operations;global or regional health pandemics or epidemics,including COVID-19;competition and our response to channel shifts and pri
33、cing and other competitive pressures;pricing actions;promotion and protection of our reputation and brand image;weakness in consumer spending and/or changes in consumer preferences and demand and our ability topredict,identify,interpret and meet these changes;risks from operating globally,including
34、in emerging markets,such as political,economic and regulatoryrisks;the outcome and effects on us of legal and tax proceedings and government investigations,including theEuropean Commission legal matter;use of information technology and third party service providers;unanticipated disruptions to our b
35、usiness,such as malware incidents,cyberattacks or other securitybreaches,and supply,commodity,labor and transportation constraints;our ability to identify,complete,manage and realize the full extent of the benefits,cost savings or synergiespresented by strategic transactions,including our recently c
36、ompleted acquisitions of Ricolino,Clif Bar,Chipita,Gourmet Food,Grenade and Hu,and the anticipated closing of our planned divestiture of ourdeveloped market gum business in North America and Europe;our investments and our ownership interests in those investments,including JDE Peets and KDP;the restr
37、ucturing program and our other transformation initiatives not yielding the anticipated benefits;changes in the assumptions on which the restructuring program is based;the impact of climate change on our supply chain and operations;consolidation of retail customers and competition with retailer and o
38、ther 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;perceived or actual product quality issues
39、 or product recalls;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 impos
40、ition ofnew taxes;changes in currency exchange rates,controls and restrictions;1volatility of and access to capital or other markets,the effectiveness of our cash management programs andour liquidity;pension costs;significant changes in valuation factors that may adversely affect our impairment test
41、ing of goodwill andintangible assets;andthe 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 this Annual Report on Form 10-K and subsequentQuarterly Reports on Form 10-Q.There may be other factors not
42、presently known to us or which we currently consider to be immaterial that couldcause our actual results to differ materially from those projected in any forward-looking statements we make.Wedisclaim and do not undertake any obligation to update or revise any forward-looking statement in this report
43、 exceptas required by applicable law or regulation.In addition,historical,current and forward-looking sustainability-relatedstatements may be based on standards for measuring progress that are still developing,internal controls andprocesses that continue to evolve,and assumptions that are subject to
44、 change in the future.2PART IItem 1.Business.GeneralMondelz Internationals purpose is to empower people to snack right.We sell our products in over 150 countriesaround the world.We are one of the worlds largest snack companies with global net revenues of$31.5 billion andnet earnings of$2.7 billion i
45、n 2022.Our core business is making and selling chocolate,biscuits and baked snacks.We also have additional businesses in adjacent,locally relevant categories including gum&candy,cheese&grocery and powdered beverages.Our portfolio includes iconic global and local brands such as Oreo,Ritz,LU,CLIF Bar
46、and Tates Bake Shop biscuits and baked snacks,as well as Cadbury Dairy Milk,Milka and Tobleronechocolate.We strive to create a positive impact on the world and communities in which we operate while driving businessperformance.Our goal is to lead the future of snacking around the world by offering th
47、e right snack,for the rightmoment,made the right way.We aim to deliver a broad range of delicious,high-quality snacks that nourish lifesmoments,made with sustainable ingredients and packaging that consumers can feel good about.We remaincommitted to driving longstanding and enduring positive change i
48、n the world.StrategyWe aim to be the global leader in snacking by focusing on growth,execution,culture and sustainability.Ourstrategic plan builds on our strong foundations,including leadership in attractive categories,an attractive globalfootprint,a strong core of iconic global and local brands,mar
49、keting,sales,distribution and cost excellencecapabilities,and top talent with a growth mindset.Our plan to drive long-term growth includes four strategic priorities:Accelerate consumer-centric growth.Our consumers are the reason we want to be the best snackingcompany in the world,and we put them at
50、the heart of everything we do.With our consumers in mind,weare focused on accelerating and increasing our focus on chocolate,biscuits and baked snacks by investingin both our global and local brands.We are working to deliver multi-category growth in key geographies,expand our presence in high growth
51、 channels and increase our presence in under-represented segmentsand price tiers.As demands on consumers time increase and consumer eating habits evolve,we aim tomeet consumers snacking needs.We plan to test,learn and scale new product offerings quickly to meetdiverse and evolving local and global s
52、nacking demand.Drive operational excellence.Our operational excellence and continuous improvement plans include aspecial focus on the consumer-facing areas of our business and optimizing our sales,marketing andcustomer service efforts.To drive productivity gains and cost improvements across our busi
53、ness,we alsoplan to continue leveraging our global shared services platform,driving greater efficiencies in our supplychain informed by a consumer-centric approach and applying strong cost discipline across our operations.We expect the improvements and efficiencies we drive will fuel our growth and
54、continue to expand profitdollars.We are also focused on boosting digital commerce and our digital transformation program that willhelp to enable consumer demand and sales opportunities.Build a winning growth culture.To support the acceleration of our growth,we are becoming more agile,digital and loc
55、al-consumer focused.We are committed to investing in a diverse and talented workforce thathelps our business move forward with greater speed and agility along with future-forward growthcapabilities.We empower our local teams to innovate and deliver consumers snacking needs whilecontinuing to leverag
56、e our global scale to efficiently support our growth strategy.We have given our localteams more autonomy to drive commercial and innovation plans as they are closer to the needs anddesires of consumers.We will continue to leverage the efficiency and scale of our regional operating unitswhile empower
57、ing our local and commercial operations to respond faster to changing consumerpreferences and capitalize on growth opportunities.We believe our commitment to diversity,equity andinclusion and operating and cultural shifts to continue building a winning growth culture will help driveprofitable top-li
58、ne growth.3Scale sustainable snacking.We continue to focus significant efforts to drive progress against our coreinitiatives for more sustainable and mindful snacking.We have a clear strategic approach to focus on theareas where we believe we can drive the most impact with a sustainable snacking str
59、ategy,withenvironmental,social and governance(“ESG”)goals and initiatives that include significant involvement andoversight by our leadership and Board of Directors.This includes ongoing efforts to sustainably source keyingredients,reduce our end-to-end environmental impact and innovate our processe
60、s and packaging toreduce waste and promote recycling.Please see our Sustainability and Mindful Snacking section below.We run our business with a long-term perspective,and we believe the successful delivery of our strategic plan willdrive consistent top-and bottom-line growth and enable us to create
61、long-term value for our shareholders.Global OperationsWe sell our products in over 150 countries and have operations in approximately 80 countries,including 148manufacturing and processing facilities across 46 countries.The portion of our net revenues generated outside theUnited States was 73.6%in 2
62、022,75.1%in 2021 and 73.2%in 2020.For more information on our U.S.and non-U.S.operations,refer to Note 18,Segment Reporting;on our manufacturing and other facilities,refer to Item 2,Properties;and risks related to our operations outside the United States,see Item 1A,Risk Factors.We also monitor our
63、revenue growth across emerging markets and developed markets:Our emerging markets include our Latin America region in its entirety;the Asia,Middle East and Africa(“AMEA”)region,excluding Australia,New Zealand and Japan;and the following countries from the Europeregion:Russia,Ukraine,Trkiye,Kazakhsta
64、n,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 countriesincluded in the emerging markets definition,and Australia,New Zealand and Japan
65、from the AMEA region.Reportable SegmentsOur operations and management structure are organized into four operating segments:Latin AmericaAMEAEuropeNorth AmericaWe manage our operations by region to leverage regional operating scale,manage different and changing businessenvironments more effectively a
66、nd pursue growth opportunities as they arise across our key markets.Our regionalmanagement teams have responsibility for the business,product categories and financial results in the regions.Please see Note 18,Segment Reporting and Managements Discussion and Analysis of Financial Condition andResults
67、 of Operations for additional information.Product CategoriesOur brands span five product categories:Biscuits&Baked Snacks(including cookies,crackers,salted snacks,snack bars and cakes&pastries)ChocolateGum&candyBeveragesCheese&grocerySeasonalityDemand for our products is generally balanced throughou
68、t the year,with increases in the fourth quarter primarilybecause of holidays and other seasonal events.Depending on the timing of Easter,the holiday sales may shiftbetween and affect net revenue in the first and second quarter.4CustomersWe generally sell our products to supermarket chains,wholesaler
69、s,supercenters,club stores,mass merchandisers,distributors,convenience stores,gasoline stations,drug stores,value stores and other retail food outlets.We alsosell products directly to businesses and consumers through various pure play e-retail platforms,retailer digitalplatforms,our direct-to-consum
70、er websites and social media platforms.No single customer accounted for 10%ormore of our net revenues from continuing operations in 2022.For a discussion of long-term demographics,consumer trends and demand,refer to our Financial Outlook within Managements Discussion and Analysis ofFinancial Conditi
71、on and Results of Operations.Distribution and MarketingWe distribute our products through direct store delivery,company-owned and satellite warehouses,distributioncenters,third party distributors and other facilities.We use the services of independent sales offices and agents insome of our internati
72、onal locations.Through our global digital commerce organization and capabilities,we pursueonline growth with partners in key markets around the world,including both pure e-tailers and omni-channelretailers.We continue to invest in advertising and consumer promotions,talent and digital capabilities.O
73、ur digitalcommerce channel strategies play a critical role in our ambition to be the global leader in snacking.We conduct marketing efforts through three principal sets of activities:(i)consumer marketing and advertisingincluding digital and social media,on-air,print,outdoor and other product promot
74、ions;(ii)consumer sales incentivessuch as coupons and rebates;and(iii)trade promotions to support price features,displays and other merchandisingof our products by our customers.Research,Development and InnovationWe work to understand consumer needs and deliver snacks with consistent quality and tas
75、te.We continue to investin a global network of technical centers to research and support our growth while continuing to innovate ourprocesses.Our innovation and new product development objectives include continuous improvement in food safetyand quality,growth through new products,superior consumer s
76、atisfaction and reduced production costs.Ourinnovation efforts focus on anticipating consumer demands and adapting quickly to changing market trends.Wework to test-and-learn new ideas and implement successful ones into other areas of our business.Mindful snackingand sustainability are a significant
77、focus of our current research and development initiatives.We work to introducenew varieties of our core products,including new taste or nutrition profiles based on consumer preferences,such asCadbury Dairy Milk chocolate bars with 30%less sugar,Sugar-free and Gluten-free Oreos and the Cadbury PlantB
78、ar,a vegan(100%plant-based)sustainably-sourced cocoa chocolate bar wrapped in plant-based packaging.Weaim to address consumer needs and market trends and leverage scalable innovation platforms,sustainabilityprograms and breakthrough technologies in order to delight our consumers,fuel our growth and
79、reduce ourenvironmental impact.We are focusing our technical research and development resources at 12 technical centersaround the globe to drive growth,creativity,greater effectiveness,improved efficiency and accelerated projectdelivery.We also have a dedicated innovation and venture hub,SnackFuture
80、s,which is designed to capitalize on consumertrends and emerging growth opportunities in mindful snacking.The groups priorities support incremental growthagainst three key strategic areas:invent new brands and businesses,invest in early-stage entrepreneurs,andamplify SnackFutures impact with the CoL
81、ab start-up engagement and mentoring program built to provide start-upswith tools,technologies and expertise that can help them learn,grow and succeed.CompetitionWe operate in highly competitive markets that include global,regional and local competitors,including new start-upbrands and businesses.So
82、me competitors have different profit objectives and investment time horizons than we doand therefore may approach pricing and promotional decisions differently.We compete based on product quality,brand recognition and loyalty,service,product innovation,taste,convenience,nutritional value,the ability
83、 to identifyand satisfy consumer preferences,effectiveness of our digital and other sales and marketing strategies,routes tomarket and distribution networks,promotional activity and price.Our advantaged global footprint,operating scaleand portfolio of brands have all significantly contributed to bui
84、lding our market-leading positions across most of theproduct categories in which we sell.To grow and maintain our market positions,we focus on meeting consumerneeds and preferences through a local-first commercial focus,new digital and other sales and marketing initiatives,5product innovation and hi
85、gh standards of product quality.We also continue to optimize our manufacturing and otheroperations and invest in our brands through ongoing research and development,advertising,marketing andconsumer promotions.Raw Materials and PackagingWe purchase and use large quantities of commodities,including c
86、ocoa,dairy,wheat,edible oils,sugar and othersweeteners,flavoring agents and nuts.In addition,we purchase and use significant quantities of packagingmaterials to package our products and natural gas,fuels and electricity for our factories and warehouses.Wemonitor worldwide supply,commodity cost and c
87、urrency trends so we can sustainably and cost-effectively secureingredients,packaging and fuel required for production.A number of external factors such as changing weather patterns and conditions,commodity market conditions,themacroeconomic environment,supply chain disruptions,currency fluctuations
88、 and the effects of governmentalagricultural or other programs affect the cost and availability of raw materials and agricultural materials used in ourproducts.We address higher commodity costs and currency impacts primarily through hedging,higher pricing andmanufacturing and overhead cost control.W
89、e use hedging techniques to limit the impact of fluctuations in the costof our principal raw materials;however,we may not be able to fully hedge against commodity cost changes,and ourhedging strategies may not protect us from increases in specific raw material costs.Due to factors noted above,the co
90、sts of our principal raw materials can fluctuate.Commodity costs have primarilyincreased due to recent supply chain disruptions.We expect commodity cost volatility to continue,and ourcommodity hedging activities cannot fully offset this volatility.Despite the recent and expected supply chain,transpo
91、rtation and labor disruptions,at this time we believe there will continue to be an adequate supply of the rawmaterials we use and that they will generally remain available.However,we continue to monitor the near-term andlong-term impacts of the pandemic,geopolitical conditions,supply chain disruptio
92、ns,inflationary pressures,climatechange and related factors that could affect the availability or cost of raw materials,packaging and energy.Foradditional information,refer to Managements Discussion and Analysis of Financial Condition and Results ofOperations and Commodity Trends.For information on
93、our ongoing sustainability efforts and programs,refer toSustainability and Mindful Snacking below.Human CapitalWe believe the strength of our workforce is one of the significant contributors to our success as a global companythat leads with purpose.All our employees contribute to our success and hel
94、p us drive strong financial performance.Attracting,developing and retaining global talent with the right skills to drive our business is central to our purpose,mission and long-term growth strategy.Beyond this,diversity is a strength that drives innovation and growth,andwe strive to champion diversi
95、ty,inclusion,and economic empowerment.Workforce Profile:At December 31,2022,we had approximately 91,000 employees.At December 31,2022,we hadapproximately 13,000 U.S.employees and approximately 78,000 employees outside the United States,withemployees represented by labor unions or workers councils re
96、presenting approximately 28%of our U.S.employeesand approximately 50%of our employees outside the United States.Workplace Safety and Wellness:We promote a strong culture of safety and prioritize keeping all our employees,contractors and visitors safe.To accomplish this,we employ comprehensive health
97、,safety and environmentmanagement policies and standards throughout the organization.In addition,we strive to continuously improve ourwork processes,tools and metrics to reduce workplace injuries and enhance safety.In response to the COVID-19 pandemic,we will continue to take appropriate measures in
98、 our facilities includingimplementing temperature screening,social distancing,mask-wearing and work-from-home policies whereapplicable and in accordance with state and local guidelines.We remain committed to providing a modern andflexible approach to how and where we work.We have established a hybri
99、d-model that embraces the benefits offlexibility and collaboration,and expect our office-based employees to engage with colleagues,customers andsuppliers in-person on a regular basis.Diversity,Equity&Inclusion:Diversity,equity&inclusion(“DE&I”)significantly contributes to our winning growthculture.W
100、e work to reflect the diversity of ideas and people in our world and to maximize the power and potential ofour employees.6In addition,we have many communities and sponsored programs tailored for our diverse workforce,including thosethat foster gender and race equality.At the end of 2022,women held 4
101、1%of global management roles(defined asDirector and above)and 40%of executive leadership roles(defined as the Management Leadership Team plus onelevel below).In September 2020,we announced our goal to double Black representation in our U.S.managementteam by 2024.For our U.S.leadership,Black employee
102、s held 5.5%of management roles(defined as Director andabove)at the end of 2022 and 5.1%at the end of 2021.Our DE&I commitment is led from the top and driven throughout the organization by our Management LeadershipTeam,Board of Directors and Mondelz Diversity,Equity&Inclusion Steering Committee.As an
103、 important step inour DE&I journey,we established a team,including C-suite officers,our Chief Diversity and Inclusion Officer,andother key senior leaders,charged with collectively setting the strategy and DE&I commitments across theorganization.We also include specific DE&I metrics as a part of the
104、strategic scorecard within our annual incentive plan for ourCEO and other senior leaders.The scorecard is used consistently across the Company at both the corporate andregion level and is linked directly to the four pillars of our strategy growth,execution,culture and sustainability.As a global empl
105、oyer,we recognize and value differences and are championing DE&I around the world.We arecreating local and global opportunities to further racial equity and economic empowerment by expanding our DE&Iinitiatives across three key areas:colleagues,culture and communities.These opportunities include mob
106、ilizing ourconsumer-facing brands and leveraging our partnerships with agencies and advertising platforms to drive change,equity and inclusion.Talent Management and Development:Maintaining a robust pipeline of talent is crucial to our ongoing success andis a key aspect of succession planning efforts
107、 across the organization.Our leadership and people teams areresponsible for attracting and retaining top talent by facilitating an environment where employees feel supported andencouraged in their professional and personal development.Specifically,we promote employee development byreviewing strategi
108、c positions regularly and identifying potential internal candidates to fill those roles,evaluating jobskill sets to identify competency gaps and creating developmental plans to facilitate employee professional growth.We invest in our employees through training and development programs,on the job exp
109、eriences,coaching,as wellas tuition reimbursement for a majority of our employees in the United States to promote continued professionalgrowth.We provide technical and leadership programs across the organization that enable colleagues to grow skillsand capabilities to become more successful.We also
110、have dedicated talent programs that support and accelerateleadership development and strengthen our succession plans.Additionally,we understand the importance ofmaintaining competitive compensation,benefits and appropriate training that provides growth,developmentalopportunities and multiple career
111、paths within the Company.Culture and Employee Engagement:We conduct confidential engagement surveys frequently of our globalworkforce that are administered and analyzed by an independent third party.Aggregate survey results are reviewedby executive officers and the Board of Directors.Based on the re
112、sults,we create action plans at global,regional,functional and managerial levels.By acting on results both at an aggregate enterprise level and a department/business/work group level,we have been able to enhance our culture and improve our overall engagement.We believe this reflects our ongoing effo
113、rts to focus on our employees,their well-being and the issues that matter tothem.In 2022,we had over 16,000 colleagues actively participating in training that supported their well-being andprovided them with new tools and resources to support remote work.We also launched initiatives to further agile
114、ways of working and streamline decision-making processes to enhance productivity and employee engagement.Wecontinue to build a winning growth culture and continue our commitment to work on the areas that matter to ourpeople and build on our momentum.Total Rewards:As part of our total rewards philoso
115、phy,we offer competitive compensation and benefits to attractand retain top talent.Our compensation programs are designed to reinforce our growth agenda and talent strategyas well as drive a strong connection between the contributions of our employees and their pay.We believe thestructure of our com
116、pensation packages provides the appropriate incentives to attract,retain and motivate ouremployees.Further,to foster a strong sense of ownership and align the interests of employees with shareholders,we grant stock-based incentives to most senior-level employees.7We also continue to evolve our progr
117、ams to meet our employees health and wellness needs.We provide access tomedical and welfare benefits and offer programs to all employees that support work-life balance,including paidparental leave,as well as financial,physical and mental health resources.In 2022,we expanded our EmployeeAssistance Pr
118、ograms to reach all global colleagues.We are committed to equal pay for equal work,regardless of gender,race,ethnicity or other personalcharacteristics.To deliver on that commitment,we benchmark and set pay ranges based on market data andconsider various factors such as an employees role and experie
119、nce,job location and performance.We alsoregularly review our compensation practices to promote fair and equitable pay.With the support of an independent third-party expert in this field,we conduct global pay equity reviews for salariedemployees comparing employees in the same pay grade within a coun
120、try/area to help identify any unsupporteddistinctions in pay between employees of different genders and races(as permitted by local country law).Our last global analysis in 2022 encompassed 83 countries and over 33,000 employees.From this analysis,wenoted our pay gap between male and female employee
121、s was less than 1%.We anticipate this gap will furtherdecrease through pay adjustments for employees identified during the review.In the United States,we also reviewpay for salaried employees in the same pay grade by race/ethnicity(Asian,Black and Hispanic).The 2022independent analysis found no syst
122、emic issues and no negative pay gap between non-white and white employees.Sustainability and Mindful SnackingSnacking Made Right is the lens through which we determine our ESG priorities to deliver on our mission of leadingthe future of snacking by offering the right snack,for the right moment,made
123、the right way.We have a clearstrategic approach to making snacking right,so we can drive innovative,more sustainable business growth the rightway for people and the planet.At our 2022 investor update,we unveiled the evolution of our growth strategyelevating sustainability as a fourth pillar in our l
124、ong-term growth strategy now sitting alongside growth,executionand culture.We focus where we believe we can make a bigger difference and deliver greater long-term positive impact.Ourstrategy and goals in these key focus areas are central to supporting our growth around the world and underpinnedby ou
125、r focus on promoting a culture of safety,quality,inclusivity and equity.Our goal includes more sustainablesourcing of key ingredients,reducing our environmental footprint,promoting the rights of people across our valuechain,and evolving our portfolio to offer a broader range of high-quality snacks a
126、ddressing consumer needs whileencouraging consumers to snack mindfully.In 2022 we made progress against these goals,such as expanding oursignature raw material sourcing programs.In 2022 we announced the next phase of Cocoa Life backed by anadditional$600 million investment through 2030,for a total$1
127、 billion investment since the start of the program.The Governance,Membership and Sustainability Committee of our Board of Directors oversees our ESG policiesand programs related to corporate citizenship,social responsibility,and public policy issues significant to us such assustainability and enviro
128、nmental responsibility;food labeling,marketing and packaging;philanthropic and politicalactivities and contributions;and Board of Directors ESG education and capabilities.The People and CompensationCommittee of our Board of Directors oversees our diversity,equity and inclusion priorities,as well as
129、workplacesafety and employee wellness,pay equity,talent sourcing strategies,talent management and developmentprograms and ESG KPIs for incentive plans.The Audit Committee of our Board of Directors oversees our safetypriorities,goals and performance,as well as our ESG-related disclosure in SEC filing
130、s,including controls andassurance.Our ESG goals are part of our risk and strategic planning processes and are also embedded across ourorganization and within our annual incentive compensation program for our leadership.Business leadership teamsand our Board of Directors regularly review progress tow
131、ard these programs and priorities.We discuss our ESG goals and programs in detail in our annual Snacking Made Right report available on ourwebsite.We also publish an ESG disclosure data sheet that outlines our alignment with the SustainabilityAccounting Standards Board(“SASB”)and Task Force on Clima
132、te-related Financial Disclosures(“TCFD”)reportingframeworks.We also provide our annual CDP Climate Change,Water Security and Forests disclosure.8Intellectual PropertyOur intellectual property rights(including trademarks,patents,copyrights,registered designs,proprietary tradesecrets,recipes,technolog
133、y and know-how)are material to our business.We own numerous trademarks and patents in many countries around the world.Depending on the country,trademarks remain valid for as long as they are in use or their registration status is maintained.Trademarkregistrations generally are renewable for fixed te
134、rms.We also have patents for a number of current and potentialproducts.Our patents cover inventions ranging from packaging techniques to processes relating to specific productsand to the products themselves.Our issued patents extend for varying periods according to the date of patentapplication fili
135、ng or grant and the legal term of patents in the various countries where patent protection is obtained.The actual protection afforded by a patent,which can vary from country to country,depends upon the type of patent,the scope of its coverage as determined by the patent office or courts in the count
136、ry,and the availability of legalremedies in the country.While our patent portfolio is material to our business,the loss of one patent or a group ofrelated patents would not have a material adverse effect on our business.From time to time,we grant third parties licenses to use one or more of our trad
137、emarks,patents and/or proprietarytrade secrets in connection with the manufacture,sale or distribution of third-party products.Similarly,we sell someproducts under brands,patents and/or proprietary trade secrets we license from third parties.In our agreement withKraft Foods Group,Inc.(which is now p
138、art of The Kraft Heinz Company),we each granted the other party variouslicenses to use certain of our and their respective intellectual property rights in named jurisdictions following thespin-off of our North American grocery business in 2012.RegulationOur food products and ingredients are subject
139、to local,national and multinational regulations related to labeling,health and nutrition claims,packaging,pricing,marketing and advertising,data privacy and related areas.Inaddition,various jurisdictions regulate our operations by licensing and inspecting our manufacturing plants andfacilities,enfor
140、cing standards for select food products,grading food products,and regulating trade practices relatedto the sale and pricing of our food products.Many of the food commodities we use in our operations are subject togovernment agricultural policy and intervention.These policies have substantial effects
141、 on prices and supplies andare subject to periodic governmental and administrative review.In addition,increased attention to environmentaland social issues in industry supply chains has led to developing different types of regulation in many countries.Thelack of a harmonized approach can lead to une
142、ven scrutiny or enforcement,which can impact our operations.Examples of laws and regulations that affect our business include workplace safety regulations;selective foodtaxes;labeling requirements such as front-of-pack labeling based on nutrient profiles or environmental claims;salesor media and mar
143、keting restrictions such as those on promotions or advertising products with specified nutrientprofiles on certain channels or platforms or during certain hours of the day;sanctions on sales or sourcing of rawmaterials;cross-border trade concessions or border barriers;corporate tax policies of the U
144、nited States and othercountries;and packaging taxes.In addition,over 25 countries in the European Union have implemented extendedproducer responsibility(“EPR”)policies as part of national packaging waste policies that make manufacturersresponsible for the cost of recycling food and beverage packagin
145、g after consumers use it.These range frommandatory regulations to voluntary agreements between government and industry to voluntary industry initiatives.EPR policies are being implemented or contemplated in other jurisdictions around the world,including India,Vietnam and certain states in the United
146、 States.Single-use plastic bans and other plastic taxes are beingconsidered in Europe as well as countries including Indonesia and the Philippines.Throughout the countries in which we do business,we are subject to local,national and multinational environmentallaws and regulations relating to the pro
147、tection of the environment.We have programs across our business unitsdesigned to meet applicable environmental compliance requirements.In the United States,the laws and regulationsinclude the Clean Air Act,the Clean Water Act,the Resource Conservation and Recovery Act and theComprehensive Environmen
148、tal Response,Compensation,and Liability Act.We are also subject to legislationdesigned to reduce emissions from greenhouse gases,and many countries are considering introducing carbontaxes that could increase our production costs or those of our suppliers.9We continue to monitor developments in laws
149、and regulations.Also refer to Note 1,Summary of SignificantAccounting Policies Currency Translation and Highly Inflationary Accounting,for additional information ongovernment regulations and currency-related impacts on our operations in the United Kingdom,Argentina and othercountries.Information abo
150、ut our Executive OfficersThe following are our executive officers as of February 3,2023:NameAgeTitleDirk Van de Put62Chief Executive OfficerLuca Zaramella53Executive Vice President and Chief Financial OfficerPaulette R.Alviti52Executive Vice President and Chief People OfficerMaurizio Brusadelli54Exe
151、cutive Vice President and President,Asia Pacific,Middle East andAfricaVinzenz P.Gruber57Executive Vice President and President,EuropeMariano C.Lozano56Executive Vice President and President,Latin AmericaDaniel E.Ramos49Executive Vice President,Chief Research and Development OfficerLaura Stein61Execu
152、tive Vice President,Corporate&Legal Affairs and GeneralCounselGustavo C.Valle58Executive Vice President and President,North AmericaMr.Van de Put became Chief Executive Officer and a director in November 2017 and became Chairman of theBoard of Directors in April 2018.He formerly served as President a
153、nd Chief Executive Officer of McCain FoodsLimited,a multinational frozen food provider,from July 2011 to November 2017 and as its Chief Operating Officerfrom May 2010 to July 2011.Mr.Van de Put served as President and Chief Executive Officer,Global Over-the-Counter,Consumer Health Division of Novart
154、is AG,a global healthcare company,from 2009 to 2010.Prior to that,he worked for 24 years in a variety of leadership positions for several global food and beverage providers,includingDanone SA,The Coca-Cola Company and Mars,Incorporated.Mr.Zaramella became Executive Vice President and Chief Financial
155、 Officer in August 2018.He previously servedas Senior Vice President Corporate Finance,CFO Commercial and Treasurer from June 2016 to July 2018.He alsoserved as Interim Lead Finance North America from April to November 2017.Prior to that,he served as Senior VicePresident and Corporate Controller fro
156、m December 2014 to August 2016 and Senior Vice President,Finance ofMondelz Europe from October 2011 to November 2014.Mr.Zaramella joined Mondelz International in 1996.Ms.Alviti became Executive Vice President and Chief Human Resources Officer(now Executive Vice President andChief People Officer)in J
157、une 2018.Before joining Mondelz International,Ms.Alviti served as Senior Vice Presidentand Chief Human Resources Officer of Foot Locker,Inc.,a leading global retailer of athletically inspired shoes andapparel,from June 2013 to May 2018.Prior to that,Ms.Alviti spent 17 years at PepsiCo,Inc.,a global
158、snack andbeverage company,in various leadership roles,including Senior Vice President and Chief Human Resources OfficerAsia,Middle East,Africa.Mr.Brusadelli became Executive Vice President and President,Asia Pacific in January 2016 and Executive VicePresident and President,Asia Pacific,Middle East a
159、nd Africa in October 2016.He previously served as PresidentBiscuits Business,South East Asia,Japan and Sales Asia Pacific from September 2015 to December 2015,President Markets and Sales Asia Pacific from September 2014 to September 2015 and President United Kingdom,Ireland and Nordics from Septembe
160、r 2012 to August 2014.Prior to that,Mr.Brusadelli held various positions ofincreasing responsibility.Mr.Brusadelli joined Mondelz International in 1993.Mr.Gruber became Executive Vice President and President,Europe in January 2019.He previously served asPresident,Western Europe from October 2016 to
161、December 2018 and President,Chocolate,Europe from August2011 to September 2016.Mr.Gruber was formerly employed by Mondelz International,in various capacities,from1989 until 2000 and resumed his employment in September 2007.Mr.Lozano became Executive Vice President and President,Latin America in May
162、2022.He previously served asCEO of Dannon North America,a business unit of Danone,a global food and beverage company,from January102014 until April 2017 and CEO Danone North America from September 2017 until December 2022.Mr.Lozanospent more than 24 years at Danone in various leadership roles across
163、 Latin America including President,DanoneBrazil.Mr.Ramos became Chief Research&Development Officer in November 2022.Before joining MondelzInternational,Mr.Ramos was Senior Vice President of Global Packaging at The Este Lauder Companies,amanufacturer and marketer of quality skin care,makeup,fragrance
164、 and hair care products,from January 2021 toNovember 2022,and served as the Chief Scientific Officer at Coty Inc.,a multinational beauty company anddeveloper of fragrance,color cosmetics,and skin and body care,from September 2017 to January 2021.Mr.Ramos has worked in Research and Development for ov
165、er 20 years.Ms.Stein became Executive Vice President,Corporate&Legal Affairs and General Counsel in January 2021.Before joining Mondelz International,Ms.Stein spent 15 years at The Clorox Company,a multinationalmanufacturer and marketer of consumer and professional products,most recently as Executiv
166、e Vice President General Counsel and Corporate Affairs from February 2016 to December 2020.She also served as Executive VicePresident General Counsel from February 2015 to February 2016 and as Senior Vice President GeneralCounsel from January 2005 to February 2015.Mr.Valle became Executive Vice Pres
167、ident and President,North America in March 2022 and was Executive VicePresident and President,Latin American from February 2020 to February 2022.Before joining MondelzInternational,Mr.Valle served as Chief Executive Officer of Axia Plus,LLC,a management consulting firm,fromFebruary 2018 to January 2
168、020.Prior to that he spent more than 20 years at Groupe Danone SA,a multinationalprovider of packaged water,dairy and baby food products,in a variety of leadership positions,most recently asExecutive Vice President,Dairy Division Worldwide,from January 2015 to January 2018,and Vice President DairyDi
169、vision Europe,from January 2014 until December 2014.Ethics and GovernanceWe have adopted the Mondelz International Code of Conduct,which qualifies as a code of ethics under Item 406of Regulation S-K.The code applies to all of our employees,including our principal executive officer,principalfinancial
170、 officer,principal accounting officer or controller,and persons performing similar functions.Our code ofethics is available free of charge on our web site at and will be provided free of charge to any shareholder submitting a written request to:CorporateSecretary,Mondelz International,Inc.,905 West
171、Fulton Market,Suite 200,Chicago,IL 60607.We will disclose anywaiver we grant to an executive officer or director under our code of ethics,or certain amendments to the code ofethics,on our web site at addition,we have adopted Corporate Governance Guidelines,charters for each of the Boards four standi
172、ngcommittees and the Code of Business Conduct and Ethics for Non-Employee Directors.All of these materials areavailable on our web site at and will be providedfree of charge to any shareholder requesting a copy by writing to:Corporate Secretary,Mondelz International,Inc.,905 West Fulton Market,Suite
173、 200,Chicago,IL 60607.Available InformationOur Internet address is .Our Annual Reports on Form 10-K,Quarterly Reports onForm 10-Q,Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant toSection 13(a)or 15(d)of the Securities Exchange Act of 1934,as amended(the“Excha
174、nge Act”),are available freeof charge as soon as possible after we electronically file them with,or furnish them to,the U.S.Securities andExchange Commission(the“SEC”).You can access our filings with the SEC by visiting www.sec.gov or our website: information on our web site is not,and shall not be
175、deemed to be,apart of this Annual Report on Form 10-K or incorporated into any other filings we make with the SEC.11Item 1A.Risk Factors.You should carefully read the following discussion of significant factors,events and uncertainties when evaluatingour business and the forward-looking information
176、contained in this Annual Report on Form 10-K.The events andconsequences discussed in these risk factors could materially and adversely affect our business,operating results,liquidity and financial condition.While we believe we have identified and discussed below the key risk factorsaffecting our bus
177、iness,these risk factors do not identify all the risks we face,and there may be additional risks anduncertainties that we do not presently know or that we do not currently believe to be significant that may have amaterial adverse effect on our business,performance or financial condition in the futur
178、e.Strategic and Operational RisksCommodity and other input prices are volatile and may increase or decrease significantly or availability ofcommodities may become constrained.We purchase and use large quantities of commodities,including cocoa,dairy,wheat,edible oils,sugar and othersweeteners,flavori
179、ng agents and nuts.In addition,we purchase and use significant quantities of product packagingmaterials,natural gas,fuel and electricity for our factories and warehouses,and we also incur expenses inconnection with labor and the transportation and delivery of our products.Costs of raw materials,ener
180、gy and othersupplies and services are volatile and fluctuate due to conditions that are difficult to predict.These conditionsinclude global competition for resources;currency fluctuations;geopolitical conditions or conflicts(including theongoing war in Ukraine and international sanctions imposed on
181、Russia for its invasion of Ukraine);inflationarypressures related to domestic and global economic conditions or supply chain issues;transportation and labordisruptions;tariffs or other trade barriers;government intervention to introduce living income premiums or similarrequirements such as those ann
182、ounced in 2019 in two of the main cocoa-growing countries;changes inenvironmental or trade policy and regulations,alternative energy and agricultural programs;severe weather;agricultural productivity;crop disease or pests;water risk;health pandemics including COVID-19;forest fires;supplier capacity;
183、and consumer or industrial demand.Many of these conditions are or could be exacerbated orworsened by climate change.Increased government intervention and consumer or activist responses caused byincreased focus on climate change,deforestation,water,plastic waste,animal welfare and human rights concer
184、nsand other risks associated with the global food system could adversely affect our or our suppliers reputation andbusiness and our ability to procure the materials we need to operate our business.Some commodities are grown bysmallholder farmers who might not be able to invest to increase productivi
185、ty or adapt to changing conditions.Ourwork to monitor our exposure to commodity prices and hedge against input price increases cannot fully protect usfrom changes in commodity costs due to factors like market illiquidity,specific local regulations and downstreamcosts.Thus,our hedging strategies have
186、 not always protected and will not in the future always protect us fromincreases in specific raw material costs.Continued volatility in the prices of commodities and other supplies wepurchase or changes in the types of commodities we purchase as we continue to evolve our product and packagingportfol
187、io could increase or decrease the costs of our products,and our profitability could suffer as a result.Moreover,increases in the price of our products,including increases to cover inflation and higher input,packagingand transportation costs,may result in lower sales volumes or customer delistings,wh
188、ile decreases in input costscould require us to lower our prices and thereby affect our revenues,profits or margins.Likewise,constraints in thesupply or availability of key commodities and necessary services like transportation,such as we experienced acrossour business,particularly in the United Sta
189、tes and United Kingdom,may limit our ability to grow our net revenuesand earnings.If our mitigation activities are not effective,if we are unable to price to cover increased costs or mustreduce our prices,if increased prices affect demand for our products,or if we are limited by supply or distributi
190、onconstraints,our financial condition,results of operations,cash flows and stock price can be materially adverselyaffected.We are subject to risks from operating globally.We are a global company and generated 73.6%of our 2022 net revenues,75.1%of our 2021 net revenues and73.2%of our 2020 net revenue
191、s outside the United States.We manufacture and market our products in over 150countries and have operations in approximately 80 countries.Therefore,we are subject to risks inherent in globaloperations.Those risks include:changing macroeconomic conditions in our markets,including as a result of infla
192、tion(and related monetarypolicy actions by governments in response to inflation),volatile commodity prices and increases in the costof raw and packaging materials,labor,energy and transportation;12compliance with U.S.laws affecting operations outside of the United States,including anti-bribery laws
193、suchas the Foreign Corrupt Practices Act(“FCPA”);the imposition of increased or new tariffs,sanctions,export controls,quotas,trade barriers,price floors orsimilar restrictions on our sales or key commodities like cocoa,potential changes in U.S.trade programsand trade relations with other countries,o
194、r regulations,taxes or policies that might negatively affect oursales or profitability;compliance with antitrust and competition laws,trade laws,data privacy laws,anti-bribery laws,humanrights laws and a variety of other local,national and multinational regulations and laws in multiple regimes;curre
195、ncy devaluations or fluctuations in currency values,including in developed and emerging markets.Thisincludes events like applying highly inflationary accounting as we did for our Argentinean subsidiariesbeginning in July 2018 and for Trkiye beginning in April 2022;changes in capital controls,includi
196、ng currency exchange controls,government currency policies or otherlimits on our ability to import raw materials or finished products into various countries or repatriate cash fromoutside the United States;increased sovereign risk,such as defaults by or deterioration in the economies and credit rati
197、ngs ofgovernments,particularly in emerging markets;changes or inconsistencies in local regulations and laws,the uncertainty of enforcement of remedies in non-U.S.jurisdictions,and foreign ownership restrictions and the potential for nationalization or expropriation ofproperty or other resources;vary
198、ing abilities to enforce intellectual property and contractual rights;discriminatory or conflicting fiscal policies;greater risk of uncollectible accounts and longer collection cycles;anddesign,implementation and use of effective control environment processes across our diverse operationsand employe
199、e base.In addition,increased political and economic changes or volatility,geopolitical regional conflicts,terrorist activity,political unrest,civil strife,acts of war,government shutdowns,travel or immigration restrictions,tariffs and othertrade restrictions,public health risks or pandemics includin
200、g COVID-19,energy policy or restrictions,publiccorruption,expropriation and other economic or political uncertainties,including inaccuracies in our assumptionsabout these factors,could interrupt and negatively affect our business operations or customer demand.Highunemployment or the slowdown in econ
201、omic growth in some markets could constrain consumer spending.Decliningconsumer purchasing power could result in loss of market share and adversely impact our profitability.The natureand degree of the various risks we face can also differ significantly among our regions and businesses.All of these f
202、actors could result in increased costs or decreased revenues and could materially and adversely affectour product sales,financial condition,results of operations,cash flows,stock price,and our relationships withcustomers,suppliers and employees in the short or long term.The war in Ukraine has impact
203、ed and could continue to impact our business operations,financialperformance and results of operations.The war in Ukraine has impacted and could continue to impact our business operations,financial performance andresults of operations(as discussed below in Recent Developments and Significant Items A
204、ffecting Comparability War in Ukraine under Managements Discussion and Analysis of Financial Condition and Results of Operations).The scope and duration of the war in Ukraine is uncertain and rapidly changing,and we are unable to predict the fullextent to which the war in Ukraine will impact our bus
205、iness operations,financial performance,results of operationsand stock price in the future.We have discontinued new capital investments and suspended our advertisingspending in Russia.As the business and geopolitical environment continues to change,our operations and activityin Russia,which accounted
206、 for 4.0%of 2022 consolidated net revenues,or Ukraine,which accounted for 0.3%of2022 consolidated net revenues,may decline or be further scaled back.International sanctions,export controls andother measures,including restrictions on the transfer of funds to and from Russia,that have been imposed onR
207、ussian entities make it more difficult to operate in Russia,and failure to comply with applicable sanctions andmeasures could subject us to regulatory penalties and reputational risk.The war could also result in the temporaryor permanent loss of assets or our ability to conduct business operations i
208、n Russia,and our Russian assets may bepartially or fully impaired in future periods,or our business operations terminated,based on actions taken byRussia,other parties or us.In addition,our operations may be subject to increased disruptions to our informationsystems,including through network failure
209、s,malicious or disruptive software or cyberattacks by hackers,criminalgroups or nation-state organizations.There is a possibility of loss of life and physical damage and destruction ofproperty.We may not be able to operate in certain areas due to damage and safety concerns.We might also face13questi
210、ons or negative scrutiny from stakeholders about our operations in Russia despite our role as a food companyand our public statements about Ukraine and Russia.The war in Ukraine has continued to result in worldwide geopolitical and macroeconomic uncertainty.The war hasmaterially disrupted commodity
211、markets,including for wheat,energy and energy-related commodities,and iscontributing to supply chain disruption and inflation.Other ongoing consequences of the war have includedincreased volatility of input prices,including for packaging materials,energy,commodities,other raw materials,labor and tra
212、nsportation;adverse changes in international trade policies and relations;increased exposure toforeign currency fluctuations,including volatility of the Russian ruble;constraints,volatility or disruptions in the creditand capital markets;increased costs to ensure compliance with global and local law
213、s and regulations;andheightened risk to employee safety.We expect continued volatility with respect to commodity and other input prices,and our hedging activities might not sufficiently offset this volatility.These and other impacts of the war in Ukraine could have the effect of heightening many of
214、the other risksdescribed in the risk factors presented in this filing,including but not limited to those relating to our reputation,brands,product sales,sanctions,trade relations in countries in which we operate,input price inflation and volatility,results of operations and financial condition.We mi
215、ght not be able to predict or respond to all impacts on a timelybasis to prevent near-or long-term adverse impacts to our results.The ultimate impact of these disruptions alsodepends on events beyond our knowledge or control,including the scope and duration of the war and actions takenby parties oth
216、er than us to respond to them.Any of these disruptions could have a negative impact on our businessoperations,financial performance,results of operations and stock price,and this impact could be material.Additionally,the war in Ukraine,or related developments in Russia,Europe or elsewhere,may also m
217、ateriallyadversely affect our operating results and financial position in a manner that is not currently known to us or that wedo not currently consider to be a significant risk.Global or regional health pandemics or epidemics,including COVID-19,could negatively impact ourbusiness operations,financi
218、al performance and results of operations.Our business and financial results could be negatively impacted by COVID-19 or other pandemics or epidemics.The severity,magnitude and duration of global or regional pandemics or epidemics are uncertain and hard topredict.Since 2020,COVID-19 has significantly
219、 impacted economic activity and markets around the world,and itcould negatively impact our business in numerous ways.For example,the COVID-19 pandemic has disrupted andcould materially disrupt our global supply chain,operations and routes to market or those of our suppliers,theirsuppliers,our extern
220、al manufacturing partners,distributors or other business partners.The COVID-19 pandemichas resulted in broader supply,transportation and labor disruptions resulting in inflation and generally higheroperating costs in our business.Relatedly,commodity and transportation costs have become more volatile
221、 andgenerally increased due to the COVID-19 pandemic,supply chain disruptions,and transportation and laborshortages.Additionally,government or regulatory responses to pandemics could negatively impact our business.Mandatory lockdowns or other restrictions on operations in some countries temporarily
222、disrupted our ability todistribute our products in some markets.Resumption,continuation or expansion of these disruptions couldmaterially adversely impact our operations and results.These and other impacts of the COVID-19 or other global or regional health pandemics or epidemics could have theeffect
223、 of heightening many of the other risks described in the risk factors presented in this filing,including but notlimited to those relating to our reputation,brands,consumer preferences,supply chain,product sales,pricingactions,results of operations or financial condition.We might not be able to predi
224、ct or respond to all impacts on atimely basis to prevent near-or long-term adverse impacts to our results.The ultimate impact of these disruptionsalso depends on events beyond our knowledge or control,including the duration and severity of the COVID-19 andother pandemics or epidemics and actions tak
225、en by parties other than us to respond to them,and in the case ofCOVID-19,on the emergence and spread of COVID-19 variants and the effectiveness of vaccines.Any of thesedisruptions could have a negative impact on our business operations,financial performance,results of operationsand stock price,and
226、this impact could be material.14We operate in a highly competitive industry and we face risks related to the execution of our strategy andour timely response to channel shifts and pricing and other competitive pressures.The food and snacking industry is highly competitive.Our principal competitors i
227、nclude food,snack and beveragecompanies that operate globally,regionally and locally.Failure to effectively respond to challenges from ourcompetitors could adversely affect our business.Competitor and customer pressures require that we timely and effectively respond to changes in distributionchannel
228、s and technological developments that may require changes in our prices.These pressures could affect ourability to increase prices in response to commodity and other cost increases.Failure to effectively and timely assessnew or developing trends,technological advancements or changes in distribution
229、methods and set proper pricing,including as a result of inflation or weak economic conditions or recessions,or effective trade incentives couldnegatively impact demand for our products,our operating results,achievement of our strategic and financial goalsand our ability to capitalize on new revenue
230、or value-producing opportunities.The rapid growth of some channels,such as discounters as well as digital commerce which has expanded significantly following the onset of theCOVID-19 pandemic,may impact our current operations or strategies more quickly than we planned for,createconsumer price deflat
231、ion,alter the buying behavior of consumers or disrupt our retail customer relationships.Wemay need to increase or reallocate spending on existing and new distribution channels and technologies,marketing,advertising and new product innovation to protect or increase revenues,market share and brand sig
232、nificance.These expenditures may not be successful,including those related to our digital commerce and other technology-focused efforts,and might not result in trade and consumer acceptance of our efforts,which could materially andadversely affect our product sales,financial condition,results of ope
233、rations and cash flows.We will bedisadvantaged if we are not able to effectively leverage developing online channels such as direct-to-consumer andelectronic business-to-business commerce.New distribution channels,as well as growing opportunities to utilizeexternal manufacturers,lower the barriers t
234、o entry and allow smaller competitors to gain market share moreeffectively.Additionally,if we adjust pricing but cannot maintain or increase sales volumes,or our labor or othercosts increase but we cannot increase prices to offset those changes,our financial condition and results ofoperations will s
235、uffer.During 2022,we continued to operate under our strategy to drive long-term growth by focusing on four strategicpriorities:accelerating consumer-centric growth,driving operational excellence,creating a winning growth cultureand scaling sustainable snacking.If our strategy is not effective,we fai
236、l to achieve our goals and objectives oridentify or prioritize the areas most important to achieving our goals,or we fail to effectively operate under ourstrategy in a way that minimizes disruptions to our business,it could materially and adversely affect our financialcondition,results of operations
237、,cash flows and stock price.Promoting and protecting our reputation and brand image is essential to our business success.Our success depends on our ability to maintain and enhance our brands,expand to new geographies and newdistribution platforms such as digital commerce,and evolve our portfolio wit
238、h new product offerings that meetconsumer needs and expectations.We seek to strengthen our brands through investments in our product quality,product renovation,innovation andmarketing investments,including consumer-relevant advertising,digital communication and consumer promotions.Failure to effecti
239、vely address the continuing global focus on well-being,including changing consumer acceptance ofcertain ingredients,industrial manufacturing and processing,nutritional expectations of our products and thesustainability of our ingredients,our supply chain and our packaging(including plastic packaging
240、 and its ability to berecycled and other environmental impacts)could adversely affect our brands.Increased negative attention from themedia,academics and online influencers,governments,shareholders and other stakeholders in these areas as wellas on the role of food marketing,our response to politica
241、l and social issues or catastrophic events,and otherenvironmental,social,human capital or governance practices,including our diversity,equity and inclusion initiatives,could adversely affect our brand image.Undue caution or our failure to react timely in addressing these challengesand trends could w
242、eaken our competitive position.Such pressures could also lead to stricter regulations,industryself-regulation that is unevenly adopted among companies,increased transparency in public disclosures,andincreased focus on food and snacking marketing and labeling practices.Increasing and disparate legal
243、or regulatoryrestrictions on our labeling,advertising and consumer promotions,or our response to those restrictions,could limitour efforts to maintain,extend and expand our brands.This includes regulations such as front-of-pack labeling andselective food taxes in multiple jurisdictions as well as ag
244、e-based restrictions on sales of products with certainnutritional profiles enacted in some states in Mexico.In the United Kingdom,a ban on specific types of TV and15online advertising of food containing levels of fat,sugar or salt above specified thresholds is expected to go intoeffect in October 20
245、25,and new measures restricting certain promotions are expected to go into effect in October2023.Restrictions on in-store placement of some of those products went into effect in October 2022.Moreover,adverse publicity,regulatory developments or legal action against us,our employees or our licensees
246、related toproduct quality and safety,where and how we manufacture our products,environmental risks including climatechange,human and workplace rights across our supply chain,labor relations,or antitrust,anti-bribery and anti-corruption compliance could damage our reputation and brand health.Such act
247、ions could undermine our customersand shareholders confidence and reduce demand for our products,even if the regulatory or legal action isunfounded or these matters are immaterial to our operations.Our product sponsorship relationships,including thosewith celebrity spokespersons,influencers or group
248、 affiliations,could also subject us to negative publicity.In addition,our success in maintaining and enhancing our brand image depends on our ability to anticipate changeand adapt to a rapidly changing marketing and media environment,including our increasing reliance on establishedand emerging socia
249、l media and online platforms,digital and mobile dissemination of marketing and advertisingcampaigns,targeted marketing and the increasing accessibility and speed of dissemination of information.A varietyof legal and regulatory restrictions as well as our own policies and participation in industry se
250、lf-regulation initiativeslimit how and to whom we market our products.These restrictions may limit our brand renovation,innovation,marketing and promotion plans,particularly as social media and the communications environment continue toevolve.The social media platforms we use to market our products
251、may change their marketing rules or algorithmsor may fall out of favor with certain consumer groups,and we may fail to effectively adapt our marketing strategiesor may decide to no longer utilize certain platforms for marketing.We might also fail to sufficiently evolve our digitalmarketing efforts t
252、o effectively utilize consumer data.Negative posts or comments about Mondelz International,our brands or our employees on social media or web sites(whether factual or not)or security breaches related touse of our social media accounts and failure to respond effectively to these posts,comments or act
253、ivities coulddamage our reputation and brand image across the various regions in which we operate.Our brands may beassociated with or appear alongside harmful content before these platforms or our own social media monitoring candetect this risk to our brand.In addition,we might fail to invest suffic
254、iently in maintaining,extending and expandingour brands,our marketing efforts might not achieve desired results and we might be required to recognizeimpairment charges on our brands or related intangible assets or goodwill.Third parties may sell counterfeit orimitation versions of our products that
255、are inferior or pose safety risks.When consumers confuse these counterfeitproducts for our products or have a bad experience with the counterfeit brand,they might refrain from purchasingour brands in the future,which could harm our brand image and sales.Third parties might also improperly use ourbra
256、nds as part of phishing or other scams,which could negatively affect our brand image.Failure to successfullymaintain and enhance our reputation and brand health could materially and adversely affect our company andproduct brands as well as our product sales,financial condition,results of operations,
257、cash flows and stock price.We must correctly predict,identify,interpret and meet changes in consumer preferences and demand andoffer new and improved products that meet those changes.Consumer preferences for food and snacking products change continually.Our success depends on our ability topredict,i
258、dentify,interpret and meet the tastes,dietary habits,packaging,sales channel and other preferences ofconsumers around the world and to offer products that appeal to these preferences in the places and waysconsumers want to shop.There may be further shifts in the relative size of shopping channels in
259、 addition to theincreasing role of digital commerce for consumers.Our success relies upon managing this complexity to promoteand bring our products to consumers effectively.Weak economic conditions,recessions,inflation,equity marketvolatility or other factors,such as global or local pandemics and se
260、vere or unusual weather events,may affectconsumer preferences and demand in ways that are hard to predict.In connection with the COVID-19 pandemic,rapid changes in lifestyles and consumption patterns,were accompanied by increased demand for biscuits anddecreased demand for gum.Failure to offer and d
261、eliver products that appeal to consumers or to correctly judgeconsumer demand for our products will impact our ability to meet our growth targets,and our sales and marketshare could decrease and our profitability could suffer.We must distinguish between short-term fads and trends and long-term chang
262、es in consumer preferences.Oursales can be adversely affected when we do not accurately predict which shifts in consumer preferences orcategory trends will be long-term or we fail to introduce new and improved products to satisfy changing preferences.In addition,because of our varied and geographica
263、lly diverse consumer base,we must be responsive to localconsumer needs,including with respect to when and how consumers snack and their desire for premium or valueofferings.We must also provide an array of products that satisfy the broad spectrum of consumer preferences anduse marketing and advertis
264、ing effectively to reach consumers at the right time with the right message.Increasing16and disparate legal or regulatory restrictions on our labeling,advertising and consumer promotions,or our responseto those restrictions,could limit our efforts to offer and deliver products that appeal to consume
265、rs.Demand for ourproducts could decrease and our profitability could suffer if we fail to expand our product offerings successfullyacross product categories,rapidly develop products in faster growing and more profitable categories or reachconsumers in efficient and effective ways leveraging data and
266、 analytics.Negative perceptions concerning the health,environmental and social implications of certain food products,ingredients,packaging materials,and sourcing or production methods could influence consumer preferences andacceptance of some of our products and marketing programs.For example,consum
267、ers have increasingly focusedon well-being,including reducing sodium and added sugar consumption,as well as the source and authenticity ofingredients in the foods they consume.Continuing to focus on and expand our well-being offerings while refining theingredient and nutrition profiles of existing p
268、roducts is important to our growth,as is maintaining focus on ethicalsourcing and supply chain management opportunities to address evolving consumer preferences.In addition,consumer preferences differ by region,and we must monitor and adjust our use of ingredients and other activities torespond to t
269、hese regional preferences.We might be unsuccessful in our efforts to effectively respond to changingconsumer preferences and social expectations.Continued negative perceptions or failure to satisfy consumerpreferences could materially and adversely affect our reputation,brands,product sales,financia
270、l condition,resultsof operations,cash flows and stock price.Our operations in certain emerging markets expose us to political,economic and regulatory risks.Our growth strategy depends in part on our ability to expand our operations in emerging markets,including amongothers Brazil,China,India,Mexico,
271、Argentina,Eastern Europe,the Middle East,Africa and Southeast Asia.However,some emerging markets have greater political,economic and currency volatility and greater vulnerabilityto infrastructure and labor disruptions than more established markets.In many countries,particularly those withemerging ec
272、onomies,engaging in business practices prohibited by laws and regulations with extraterritorial reach,such as the FCPA and the U.K.Bribery Act,or local anti-bribery laws may be more common.These laws generallyprohibit companies and their employees,contractors or agents from making improper payments
273、to governmentofficials,including in connection with obtaining permits or engaging in other actions necessary to do business.Failure to comply with these laws could subject us to civil and criminal penalties that could materially and adverselyaffect our reputation,financial condition,results of opera
274、tions and stock price.In addition,competition in emerging markets is increasing as our competitors grow their global operations and low-cost local manufacturers improve and expand their production capacities.Our success in emerging markets iscritical to achieving our growth strategy.Failure to succe
275、ssfully increase our business in emerging markets andmanage associated political,economic and regulatory risks could adversely affect our product sales,financialcondition,results of operations,cash flows and stock price.Our use of information technology and third-party service providers exposes us t
276、o cybersecurity breachesand other business disruptions.We use information technology and third-party service providers to support our global business processes andactivities,including supporting critical business operations such as manufacturing and distribution;communicatingwith our suppliers,custo
277、mers and employees;maintaining effective accounting processes and financial anddisclosure controls;executing mergers and acquisitions and other corporate transactions;conducting research anddevelopment activities;meeting regulatory,legal and tax requirements;and executing various digital marketing a
278、ndconsumer promotion activities.Global shared service centers managed by third parties provide an increasingnumber of services important to conducting our business,including accounting,internal control,human resourcesand computing functions.Continuity of business applications and services has been,a
279、nd may in the future be,disrupted by events such asinfection by viruses or malware;other cybersecurity attacks;issues with or errors in systems maintenance orsecurity;power outages;hardware or software failures;denial of service attacks;telecommunication failures;naturaldisasters;terrorist attacks;a
280、nd other catastrophic occurrences.Our use of new and emerging technologies such ascloud-based services and mobile applications continues to evolve,presenting new and additional risks in managingaccess to our data,relying on third parties to manage and safeguard data,ensuring access to our systems an
281、davailability of third-party systems.In addition,we are experiencing new and more frequent attempts by third partiesto gain access to our systems,such as through increased email phishing of our workforce.17Cybersecurity breaches of our or third-party systems,whether from circumvention of security sy
282、stems,denial-of-service attacks or other cyberattacks such as hacking,phishing attacks,computer viruses,ransomware or malware,cyber extortion,employee or insider error,malfeasance,social engineering,physical breaches or other actions orattempts to exploit vulnerabilities may cause confidential infor
283、mation or Personally Identifiable Information belongingto us or our employees,customers,consumers,partners,suppliers,or governmental or regulatory authorities to bemisused or breached.These risks could be magnified since the number of employees,contractors and othersworking outside of offices increa
284、sed as a result of the COVID-19 pandemic.Additionally,continued geopoliticalturmoil,including the ongoing war in Ukraine,has heightened the risk of cyberattacks.When risks such as thesematerialize,the need for us to coordinate with various third-party service providers and for third-party servicepro
285、viders to coordinate amongst themselves might increase challenges and costs to resolve related issues.Ourinformation security program includes capabilities designed to evaluate and mitigate cyber risks arising from third-party service providers.We believe that these capabilities provide insights and
286、 visibility to the security posture of ourthird-party service providers,however,cyber threats to those organizations are beyond our control.Additionally,newinitiatives,such as those related to digital commerce and direct sales,that increase the amount of confidentialinformation that we process and m
287、aintain increase our potential exposure to a cybersecurity breach.If our controls,disaster recovery and business continuity plans or those of our third-party providers do not effectively respond to orresolve the issues related to any such disruptions in a timely manner,our product sales,financial co
288、ndition,resultsof operations and stock price may be materially and adversely affected,and we might experience delays inreporting our financial results,loss of intellectual property and damage to our reputation or brands.We continue to devote focused resources to network security,backup and disaster
289、recovery,enhanced training andother security measures to protect our systems and data,such as advanced email protection to reduce thelikelihood of credential thefts and electronic fraud attempts.We also focus on enhancing the monitoring anddetection of threats in our environment,including but not li
290、mited to the manufacturing environment and operationaltechnologies,as well as adjusting information security controls based on the updated threat.However,securitymeasures cannot provide absolute security or guarantee that we will be successful in preventing or responding toevery breach or disruption
291、 on a timely basis.Due to the constantly evolving and complex nature of security threats,we cannot predict the form and impact of any future incident,and the cost and operational expense ofimplementing,maintaining and enhancing protective measures to guard against increasingly complex andsophisticat
292、ed cyber threats could increase significantly.Moreover,as cyberattacks increase in frequency andmagnitude around the world,we may be unable to obtain cybersecurity insurance in the amounts and on terms weview as appropriate and favorable for our operations.We transfer data across local,regional,and
293、national borders to conduct our operations,and we are subject to avariety of continuously evolving and developing laws and regulations in numerous jurisdictions regarding privacy,data protection and data security,including those related to the collection,storage,handling,use,disclosure,transfer and
294、security of personal data.Privacy and data protection laws may be interpreted and applied differentlyfrom jurisdiction to jurisdiction and may create inconsistent or conflicting requirements.The European UnionsGeneral Data Protection Regulation(“GDPR”)has greatly increased the jurisdictional reach o
295、f E.U.law,added abroad array of requirements for handling personal data including the public disclosure of significant data breaches,and imposes substantial penalties for non-compliance of up to 4%of global annual revenue for the precedingfinancial year in addition to potential restrictions on data
296、transfer and processing.The California Consumer PrivacyAct(“CCPA”)requires greater transparency in handling personal information from consumers by imposing newresponsibilities for the handling,disclosure and deletion of personal information for consumers,permits California toassess potentially signi
297、ficant fines for violating CCPA and creates a right for individuals to bring class action suitsseeking damages for violations.In addition,the California Privacy Rights Act,which grants a private right of actionto individuals and expands rights and obligations,and the Virginia Consumer Data Protectio
298、n Act became effectiveon January 1,2023,and the Colorado Privacy Act will enter into effect on July 1,2023.Our efforts to comply withmultijurisdictional privacy and data protection laws and the uncertainty of new laws and regulations will likelyincrease the complexity of our processes and may impose
299、 significant costs and challenges that are likely toincrease over time,and we could incur substantial penalties or be subject to litigation related to violation of existingor future data privacy laws and regulations.We are subject to risks from unanticipated business disruptions.We manufacture and s
300、ource products and materials on a global scale.We utilize an interdependent supply chain a complex network of suppliers and material needs,owned and leased manufacturing locations,externalmanufacturing partners,distribution networks,shared service delivery centers and information systems that suppor
301、tour ability to provide our products to our customers consistently.Factors that are hard to predict or beyond our18control,like weather,natural disasters,water and energy availability,supply and commodity shortages,portcongestions or delays,transport capacity constraints,terrorism,political unrest o
302、r armed hostilities(including theongoing war in Ukraine),cybersecurity incidents,labor shortages,strikes,operational and/or financial instability ofour key suppliers and other vendors or service providers,government shutdowns or health pandemics such asCOVID-19,including any potential impact of clim
303、ate change on these factors,could damage or disrupt ouroperations or those of our suppliers,their suppliers,our external manufacturing partners,distributors or otherbusiness partners.Failure to effectively prepare for and respond to disruptions in our operations,for example,bynot finding alternative
304、 suppliers or replacing capacity at key or sole manufacturing or distribution locations or by notquickly repairing damage to our information,production or supply systems,can cause delays in delivering or theinability to deliver products to our customers,and the quality and safety of our products mig
305、ht be negativelyaffected.Moreover,disputes with significant customers or suppliers,including disputes regarding pricing orperformance,could adversely affect our sales,financial condition,and results of operations.The occurrence of amaterial or extended disruption may cause us to lose our customers o
306、r business partners confidence or sufferdamage to our reputation,and long-term consumer demand for our products could decline.We use insurance totransfer our financial risk related to these exposures,but some of the risks we face are difficult or impossible toinsure and the timing of insurance recov
307、eries may not match the timing of the financial loss we incur.We are subjectto risk related to operational safety,including risk of fire,explosion or accidental contamination.We could also fail toachieve our strategic objectives due to capability or technology deficiencies related to our ongoing rec
308、onfiguration ofour supply chain to drive efficiencies and fuel growth.Further,our ability to supply multiple markets with astreamlined manufacturing footprint may be negatively impacted by portfolio complexity,significant changes in tradepolicies,changes in volume produced and changes to regulatory
309、restrictions or labor-related or other constraints onour ability to adjust production capacity in the markets in which we operate.These events could materially andadversely affect our product sales,financial condition,results of operations,cash flows and stock price.We may not successfully identify,
310、complete or manage strategic transactions.We regularly evaluate a variety of potential strategic transactions globally,including acquisitions,divestitures,jointventures,equity method investments and other strategic alliances that could further our strategic businessobjectives,and acquisitions and jo
311、int ventures are an important part of our strategy to increase our exposure to fast-growing snacking segments,fill geographic white spaces and expand into adjacent categories.For example,in2022 we acquired Chipita,Clif Bar and Ricolino.Such transactions and investments present significant challenges
312、and risks.We may not successfully identify potential strategic transactions to pursue,may not have counterpartieswilling to transact with us,or we may not successfully identify or manage the risks presented by these strategictransactions,or complete such transactions.Our success depends,in part,upon
313、 our ability to identify suitabletransactions;negotiate favorable contractual terms;comply with applicable regulations and receive necessaryconsents,clearances and approvals(including regulatory and antitrust clearances and approvals);integrate orseparate businesses;manage or achieve performance of
314、ESG goals and initiatives;realize the full extent of thebenefits,cost savings or synergies presented by strategic transactions;offset loss of revenue associated withdivested brands or businesses;effectively implement control environment processes;minimize adverse effects onexisting business relation
315、ships with suppliers and customers;achieve accurate estimates of fair value;minimizepotential loss of customers or key employees;and minimize indemnities and potential disputes with buyers,sellersand strategic partners.In addition,execution or oversight of strategic transactions may result in the di
316、version ofmanagement attention from our existing business and may present financial,managerial and operational risks.With respect to acquisitions and joint ventures in particular,we are also exposed to potential risks based on ourability to conform standards,controls,policies and procedures,and busi
317、ness cultures;consolidate and streamlineoperations and infrastructures;identify and eliminate,as appropriate,redundant and underperforming operationsand assets;manage inefficiencies associated with the integration of operations;and coordinate timely and ongoingcompliance with applicable laws,includi
318、ng antitrust and competition,anti-bribery and corruption and import/exportlaws.Equity investments such as our investments in JDE Peets N.V.and Keurig Dr Pepper Inc.,joint ventures andother strategic alliances pose additional risks,as we could share ownership in both public and private companiesand i
319、n some cases management responsibilities with one or more other parties whose objectives for the alliancemay diverge from ours over time,who may not have the same priorities,strategies or resources as we do,or whoseinterpretation of applicable policies may differ from our own.Transactions or venture
320、s into which we enter might notmeet our financial and non-financial control and compliance expectations or yield the anticipated benefits.Depending on the nature of the business ventures,including whether they operate globally,these ventures couldalso be subject to many of the same risks we are,incl
321、uding political,economic,regulatory and compliance risks,currency exchange rate fluctuations,and volatility of commodity and other input prices.Either partner might fail to19recognize an alliance relationship that could expose the business to higher risk or make the venture not asproductive as expec
322、ted.Furthermore,we may not be able to complete,on terms favorable to us,desired or proposed divestitures ofbusinesses that do not meet our strategic objectives or our growth or profitability targets.Our divestiture activities,or related activities such as reorganizations,restructuring programs and t
323、ransformation initiatives,may require us toprovide or receive transitional support and/or ongoing commercial relationships,recognize impairment charges ortake action to reduce costs that remain after we complete a divestiture.Gains or losses on the sales of,or lostoperating income from,those busines
324、ses may also affect our profitability.Any of these risks could materially and adversely affect our business,product sales,financial condition,results ofoperations,cash flows and stock price.Macroeconomic and Industry RisksOur business is subject to an increasing focus on sustainability matters.We ha
325、ve announced,and may from time to time announce,certain initiatives,including goals,targets and otherobjectives,related to sustainability matters.These statements reflect our current plans and do not constitute aguarantee that they will be achieved.Our efforts to research,establish,accomplish,and ac
326、curately report on thesegoals,targets and other objectives expose us to numerous operational,reputational,financial,legal and other risks.Our ability to achieve any stated goal,target or objective is subject to numerous factors and conditions,many ofwhich are outside of our control.Examples of such
327、factors include evolving regulatory requirements affectingsustainability standards or disclosures or imposing different requirements,the reliance on other value chain actorsto implement the required changes,the pace of changes in technology and the availability of suppliers that canmeet our sustaina
328、bility and other standards.In addition,statements about our sustainability goals,targets and otherobjectives,and progress against those goals,targets and other objectives,may be based on standards formeasuring progress that are still developing,internal controls and processes that continue to evolve
329、 andassumptions that are subject to change in the future.Further,developing and collecting,measuring and reportingESG-related information and metrics can be costly,difficult and time consuming and is subject to evolving reportingstandards,including the SECs proposed climate-related reporting require
330、ments,and similar proposals by otherinternational regulatory bodies.Our business may face increased scrutiny from the investment community,customers,consumers,employees,activists,media,regulators and other stakeholders related to our sustainability initiatives,including the goals,targetsand objectiv
331、es that we announce,and our methodologies and timelines for pursuing them.If our sustainabilitypractices do not meet evolving investor or other stakeholder expectations and standards,our reputation,our abilityto attract or retain employees and our attractiveness as an investment,business partner or
332、as an acquiror could benegatively impacted.Similarly,our failure or perceived failure to pursue or fulfill our goals,targets and objectives,tocomply with ethical,environmental or other standards,regulations or expectations,or to satisfy various reportingstandards with respect to these matters,within
333、 the timelines we announce,or at all,could have the same negativeimpacts,as well as expose us to government enforcement actions and private litigation.Even if we achieve ourgoals,targets and objectives,we may not realize all of the benefits that we expected at the time they wereestablished.Climate change might adversely impact our supply chain or our operations.Scientific evidence collected by the