Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021, which could materially affect our business, financial condition or future results. The risks described in this report and in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, could also materially adversely affect our business, financial condition or future results.

The conflict between Russia and Ukraine has had, and may continue to have, an adverse effect on our business and results of operations.

The conflict between Russia and Ukraine has adversely affected, and we expect could continue to adversely affect, our business and results of operations. On March 8, 2022, the Company announced the suspension of its business in Russia. In addition, while we have maintained our operations in Ukraine to the extent possible, our business in Ukraine has been disrupted due to the conflict. Although we currently do not anticipate that the suspension of our operations in Russia or the disruptions in Ukraine will have a material impact on our results of operations, if prolonged, the conflict could result in impairment charges. The broader consequences of the conflict on our business as well as the global economy are highly uncertain and may include further governmental sanctions, embargoes, regional instability and geopolitical shifts; shortages of and/or increased costs for transportation, energy and raw materials; disruptions to the global economy, including repercussions on national economies where we operate; risks related to state-sponsored espionage, ransomware or cyberterrorism; potential retaliatory actions by the Russian government against companies, including us, as a result of the suspension of services in Russia; and increased tensions between the United States and other countries in which we operate. We may also face negative publicity based on actions we take as a result of the conflict, which could damage our brand image and corporate reputation.

The conflict in Ukraine may also heighten or affect other risks discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021, any of which could materially and adversely affect our business and results of operations. Such risks include, but are not limited to, adverse effects on general economic and political conditions, including inflation, supply chain disruptions and lower consumer spending; disruptions to our information systems, including through network failures, malicious or disruptive software, or cyberattacks by hackers, criminal groups or nation-state organizations; trade disruptions; rising fuel and/or ingredient costs; our exposure to foreign currency exchange rate fluctuations; and constraints, volatility or disruption in the financial markets.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table presents information with respect to purchases of common stock of the Company made during the three months ended April 1, 2022 by the Company or any “affiliated purchaser” of the Company as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended (“Exchange Act”):

1The total number of shares purchased includes: (i) shares purchased, if any, pursuant to the 2012 Plan described in footnote 2 below and (ii) shares surrendered to the Company to pay the exercise price and/or to satisfy tax withholding obligations in connection with so-called stock swap exercises of employee stock options and/or the vesting of restricted stock issued to employees.

2On October 18, 2012, the Company publicly announced that our Board of Directors had authorized a plan (“2012 Plan”) for the Company to purchase up to 500 million shares of our common stock. This column discloses the number of shares purchased pursuant to the 2012 Plan during the indicated time periods (including shares purchased pursuant to the terms of preset trading plans meeting the requirements of Rule 10b5-1 under the Exchange Act).

3On February 21, 2019, the Company publicly announced that our Board of Directors had authorized a new plan (“2019 Plan”) for the Company to purchase up to 150 million shares of our common stock following the completion of the 2012 Plan. This column discloses the number of shares available for purchase under the 2012 Plan and the number of shares authorized for purchase under the 2019 Plan.