Mondelez International (MDLZ) 10-K risk factor changes: FY2022 vs FY2021

The severity, magnitude and duration of [removed: the current COVID-19 pandemic remain] [added: global or regional pandemics or epidemics are] uncertain and hard to predict.

Since 2020, COVID-19 has significantly impacted economic activity and markets around the world, and it could negatively impact our business in numerous [removed: ways, including but not limited to those outlined below:][added: ways.]

[removed: - The] [added: For example, the] COVID-19 pandemic has disrupted and could materially disrupt our global supply chain, operations and routes to market or those of our suppliers, their suppliers, our external manufacturing partners, distributors or other business partners.

[removed: -] The COVID-19 pandemic has resulted in broader supply, transportation and labor disruptions resulting in inflation and generally higher operating costs in our business.

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[removed: - Commodity] [added: Relatedly, commodity] and transportation costs have become more volatile and generally increased due to the COVID-19 pandemic, supply chain disruptions, and transportation and labor shortages.

We expect [removed: commodity cost] [added: continued] volatility [added: with respect] to [removed: continue,] [added: commodity] and [added: other input prices, and] our [removed: commodity] hedging activities [removed: cannot fully] [added: might not sufficiently] offset this volatility.

[removed: - Government] [added: Additionally, government] or regulatory responses to pandemics could negatively impact our business.

These and other impacts of the COVID-19 or other global or regional health pandemics or epidemics could have the effect of heightening many of the other risks described in the risk factors [removed: below,] [added: presented in this filing,] including but not limited to those relating to our reputation, brands, consumer preferences, supply chain, product sales, [added: pricing actions,] results of operations or financial condition.

The ultimate impact of these disruptions also depends on events beyond our knowledge or control, including the duration and severity of the COVID-19 and other pandemics or epidemics and actions taken by parties other than us to respond to them, and in the case of COVID-19, on the emergence and spread of COVID-19 variants [removed: including Omicron.][added: and the effectiveness of vaccines.]

Additionally, [removed: COVID-19] [added: the war in Ukraine, or related developments in Russia, Europe or elsewhere,] may also materially adversely affect our operating results and financial position in a manner that is not currently known to us or that we do not currently consider to [removed: present] [added: be a] significant [removed: risks to our operations.][added: risk.]

Our principal competitors include food, snack and beverage companies that operate [removed: in multiple geographic areas and numerous local] [added: globally, regionally] and [removed: regional companies.][added: locally.]

Failure to effectively and timely assess new or developing trends, technological advancements or changes in distribution methods and set proper pricing, including as a result of [removed: inflation,] [added: inflation] or [added: weak economic conditions or recessions, or] effective trade incentives could negatively impact demand for our products, our operating results, achievement of our strategic and financial goals and our ability to capitalize on new revenue or value-producing opportunities.

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 and adversely affect our product sales, financial [added: condition, results of operations and cash flows.]

We will be disadvantaged if we are not able to effectively leverage developing [added: online] channels such as direct-to-consumer and electronic business-to-business commerce.

New distribution channels, as well as growing opportunities to utilize external manufacturers, lower [added: the] barriers to entry and allow smaller competitors to [removed: more effectively] gain market [removed: share.][added: share more effectively.]

We seek to strengthen our brands through investments in our product quality, product renovation, innovation and marketing investments, including consumer-relevant advertising, digital [removed: transformation] [added: communication] and consumer promotions.

Failure to effectively address the continuing global focus on well-being, including changing consumer acceptance of certain ingredients, industrial manufacturing and processing, nutritional expectations of our [removed: products,] [added: products] and the sustainability of our ingredients, our supply chain and our packaging (including plastic packaging and its ability to be recycled and other environmental impacts) could adversely affect our brands.

Increased negative attention from the media, academics and online influencers, governments, shareholders and other stakeholders in these areas as well as on the role of food [removed: marketing] [added: marketing, our response to political] and [added: social issues or catastrophic events, and] other environmental, social, human capital or governance [removed: practices] [added: practices, including our diversity, equity and inclusion initiatives,] could adversely affect our brand image.

Such pressures could also lead to stricter regulations, industry self-regulation that is unevenly adopted among companies, [added: increased transparency in public disclosures,] and increased focus on food and snacking marketing [added: and labeling] practices.

This includes regulations such as front-of-pack [removed: labeling;] [added: labeling and] selective food [removed: taxes; and] [added: taxes in multiple jurisdictions as well as] age-based restrictions on sales of products with certain nutritional profiles enacted in some states in Mexico.

[removed: In the United Kingdom, a ban on specific types of TV and] online advertising of food containing levels of fat, sugar or salt above specified thresholds is expected to go into effect in [removed: 2023,] [added: October 2025,] and new measures restricting certain promotions [removed: and in-store placement of some of those products] are expected to go into effect in October [removed: 2022.][added: 2023.]

Negative posts or comments about Mondelēz International, our brands or our employees on social media or web sites (whether factual or not) or security breaches related to use of our social media accounts and failure to respond [added: effectively to these posts, comments or activities could damage our reputation and brand image across the various regions in which we operate.]

[removed: Moreover, weak] [added: Weak] economic conditions, [added: recessions,] inflation, equity market volatility or other factors, such as global or local pandemics and severe or unusual weather events, [added: may] affect consumer preferences and [removed: demand.][added: demand in ways that are hard to predict.]

[removed: We have experienced continued evolution of] [added: In connection with the COVID-19 pandemic, rapid changes in] lifestyles and consumption patterns, [removed: including] [added: were accompanied by] increased demand for biscuits and decreased demand for [removed: gum, in connection with the COVID-19 pandemic.][added: gum.]

We must also provide an array of products that satisfy the broad spectrum of consumer preferences and use marketing and advertising [added: effectively] to reach consumers at the right time with the right message.

Continuing to [added: focus on and] expand our well-being offerings [removed: and] [added: while] refining the ingredient and nutrition profiles of existing products is important to our growth, as is maintaining focus on ethical sourcing and supply chain management opportunities to address evolving consumer preferences.

We are a global company and generated [removed: 75.1%] [added: 73.6%] of our [removed: 2021] [added: 2022] net revenues, [removed: 73.2%] [added: 75.1%] of our [removed: 2020] [added: 2021] net revenues and [removed: 74.4%] [added: 73.2%] of our [removed: 2019] [added: 2020] net revenues outside the United States.

- the imposition of increased or new tariffs, sanctions, [added: export controls,] quotas, trade barriers, price floors or similar restrictions on our sales or key commodities like cocoa, potential changes in U.S. trade programs and trade relations with other countries, or regulations, taxes or policies that might negatively affect our sales or profitability;

This includes events like applying highly inflationary accounting as we did for our Argentinean subsidiaries beginning in July [removed: 2018;][added: 2018 and for Türkiye beginning in April 2022;]

- increased sovereign risk, such as defaults by or deterioration in the economies and credit ratings of governments, particularly in [removed: our Latin America and AMEA regions;][added: emerging markets;]

In addition, [added: 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 other trade restrictions, public health risks or pandemics including COVID-19, energy policy or restrictions, public corruption, expropriation and other economic or political uncertainties, including inaccuracies in our assumptions about these factors, could interrupt and negatively affect our business operations or customer demand.

[removed: (See below and *Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Outlook* *– Brexit* for more information.)] The nature and degree of the various risks we face can also differ significantly among our regions and businesses.

Our growth strategy depends in part on our ability to expand our operations in emerging markets, including among others Brazil, China, India, Mexico, [removed: Russia,] Argentina, Eastern Europe, the Middle East, Africa and Southeast Asia.

[added: Failure to successfully increase our business in emerging markets and] manage associated political, economic and regulatory risks could adversely affect our product sales, financial condition, results of operations, cash flows and stock price.

Continuity of business applications and services has been, and may in the future be, disrupted by events such as infection by viruses or [removed: malware, including the June 2017 malware incident that affected a significant portion of our global sales, distribution and financial networks (the “2017 malware incident”);] [added: malware;] other cybersecurity attacks; issues with or errors in systems’ maintenance or security; power outages; hardware or software failures; denial of service attacks; telecommunication failures; natural disasters; terrorist attacks; and other catastrophic occurrences.

Cybersecurity breaches of our or third-party systems, whether from circumvention of security systems, denial-of-service attacks or other cyberattacks such as hacking, phishing attacks, computer viruses, ransomware or malware, [added: cyber extortion,] employee or insider error, malfeasance, social engineering, physical breaches or other actions [added: or attempts to exploit vulnerabilities] may cause confidential information [added: or Personally Identifiable Information] belonging to us or our employees, customers, consumers, partners, suppliers, or governmental or regulatory authorities to be misused or breached.

These risks could be magnified [removed: given] [added: since] the [removed: increased] number of employees, contractors and others working outside of offices [removed: during] [added: increased as a result of] the COVID-19 pandemic.

[added: The European Union’s General Data Protection Regulation (“GDPR”) has greatly increased the] jurisdictional reach of E.U. law, added a broad 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 preceding financial year in addition to potential restrictions on data transfer and processing.

The California Consumer Privacy Act [removed: (“CCPA”), which became effective in January 2020,] [added: (“CCPA”)] requires greater transparency in handling personal information from consumers by imposing new responsibilities for the handling, disclosure and deletion of personal information for [removed: consumers.][added: consumers, permits California to assess potentially significant fines for violating CCPA and creates a right for individuals to bring class action suits seeking damages for violations.]

- changing macroeconomic conditions in our markets, including as a result of inflation (and related monetary policy actions by governments in response to inflation), volatile commodity prices and increases in the cost of raw and packaging materials, labor, energy and transportation;

- currency devaluations or fluctuations in currency values, including in developed and emerging markets.

The war in Ukraine has impacted and could continue to impact our business operations, financial performance and results of operations.

The war in Ukraine has impacted and could continue to impact our business operations, financial performance and results of operations (as discussed below in *Recent Developments and Significant Items Affecting Comparability – War in Ukraine* under *Management’s 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 full extent to which the war in Ukraine will impact our business operations, financial performance, results of operations and stock price in the future.

We have discontinued new capital investments and suspended our advertising spending in Russia.

As the business and geopolitical environment continues to change, our operations and activity in Russia, which accounted for 4.0% of 2022 consolidated net revenues, or Ukraine, which accounted for 0.3% of 2022 consolidated net revenues, may decline or be further scaled back.

International sanctions, export controls and other measures, including restrictions on the transfer of funds to and from Russia, that have been imposed on Russian entities make it more difficult to operate in Russia, and failure to comply with applicable sanctions and measures could subject us to regulatory penalties and reputational risk.

The war could also result in the temporary or permanent loss of assets or our ability to conduct business operations in Russia, and our Russian assets may be partially or fully impaired in future periods, or our business operations terminated, based on actions taken by Russia, other parties or us.

In addition, our operations may be subject to increased disruptions to our information systems, including through network failures, malicious or disruptive software or cyberattacks by hackers, criminal groups or nation-state organizations.

There is a possibility of loss of life and physical damage and destruction of property.

We may not be able to operate in certain areas due to damage and safety concerns.

We might also face

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questions or negative scrutiny from stakeholders about our operations in Russia despite our role as a food company and our public statements about Ukraine and Russia.

The war in Ukraine has continued to result in worldwide geopolitical and macroeconomic uncertainty.

The war has materially disrupted commodity markets, including for wheat, energy and energy-related commodities, and is contributing to supply chain disruption and inflation.

Other ongoing consequences of the war have included increased volatility of input prices, including for packaging materials, energy, commodities, other raw materials, labor and transportation; adverse changes in international trade policies and relations; increased exposure to foreign currency fluctuations, including volatility of the Russian ruble; constraints, volatility or disruptions in the credit and capital markets; increased costs to ensure compliance with global and local laws and regulations; and heightened risk to employee safety.

These and other impacts of the war in Ukraine could have the effect of heightening many of the other risks described in the risk factors presented in this filing, including 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.

The ultimate impact of these disruptions also depends on events beyond our knowledge or control, including the scope and duration of the war and actions taken by parties other than us to respond to them.

We might not be able to predict or respond to all impacts on a timely basis to prevent near- or long-term adverse impacts to our results.

Any of these disruptions could have a negative impact on our business operations, financial performance, results of operations and stock price, and this impact could be material.

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During 2022, we continued to operate under our strategy to drive long-term growth by focusing on four strategic priorities: accelerating consumer-centric growth, driving operational excellence, creating a winning growth culture and scaling sustainable snacking.

In the United Kingdom, a ban on specific types of TV and

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Restrictions on in-store placement of some of those products went into effect in October 2022.

The social media platforms we use to market our products may change their marketing rules or algorithms or may fall out of favor with certain consumer groups, and we may fail to effectively adapt our marketing strategies or may decide to no longer utilize certain platforms for marketing.

Increasing

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and disparate legal or regulatory restrictions on our labeling, advertising and consumer promotions, or our response to those restrictions, could limit our efforts to offer and deliver products that appeal to consumers.

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Additionally, continued geopolitical turmoil, including the ongoing war in Ukraine, has heightened the risk of cyberattacks.

Our information 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 visibility to the security posture of our third-party service providers, however, cyber threats to those organizations are beyond our control.

Moreover, as cyberattacks increase in frequency and magnitude around the world, we may be unable to obtain cybersecurity insurance in the amounts and on terms we view as appropriate and favorable for our operations.

Factors that are hard to predict or beyond our

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For example, in 2022 we acquired Chipita, Clif Bar and Ricolino.

Such transactions and investments present significant challenges and risks.

- In 2020, the COVID-19 pandemic resulted in lower revenues in some of our emerging market countries that have a greater concentration of traditional trade outlets (such as small family-run stores), as well as in our world travel retail (such as international duty-free stores) and foodservice businesses and categories like gum and candy, which are more traditionally purchased and consumed out of home.

Some of these parts of our business continue to be negatively affected by the ongoing pandemic, and some of these areas such as gum that grew in 2021 have not fully recovered to pre-pandemic levels.

We are unable to predict how long these trends will continue or whether they will worsen.

- In 2020 and 2021, sales of some of our products in some markets and channels increased, such as products for in-home consumption and categories like biscuits, as well as the modern trade and digital commerce channels.

We are unable to predict how long this sustained demand will last.

Different markets and parts of our business will recover from the COVID-19 pandemic at different rates depending on many factors including vaccination levels or new COVID-19 variants and related outbreaks within a market.

Disruptions or our failure to effectively respond to them have increased and could in the future increase product or distribution costs or cause delays in delivering or an inability to deliver products to our customers.

For example, we experienced temporary disruptions in operations in some of our emerging markets such as India and Nigeria in the first half of 2020 and Vietnam in 2021.

In 2021, we experienced labor disruptions primarily in our North America region, which impacted our sales in the fourth quarter.

We also experienced labor-related disruptions in our network of third-party logistics and external manufacturing, and we anticipate labor shortage-related issues will continue in 2022.

As a result of incremental pandemic-related expenditures and labor disruptions, we incurred and expect to continue to incur higher labor costs, particularly as the pandemic continues.

- Further disruptions or uncertainties related to the COVID-19 pandemic could result in delays or modifications to our strategic plans and initiatives.

- Illness, travel restrictions, absenteeism or other workforce disruptions have affected and could materially negatively affect our supply chain, manufacturing, distribution or other business processes.

The pandemic has also necessitated increased expenditures to secure the safety and effectiveness of our personnel and operations.

- Initially during the COVID-19 pandemic, the U.S. dollar appreciated materially against other currencies in the countries in which we operate, resulting in currency translation losses.

If the U.S. dollar were to appreciate again against some or all of those same currencies, the resulting currency translation losses, along with currency transaction losses, could adversely affect our reported results of operations and financial condition.

- The COVID-19 outbreak initially increased volatility and pricing in the capital markets and commercial paper markets, and volatility may increase again as COVID-19 evolves.

We might not be able to continue to access preferred sources of liquidity when we would like or on terms we find acceptable, and our borrowing costs could increase.

An economic or credit crisis could occur and impair credit availability and our ability to raise capital when needed.

A disruption in the financial markets may have a negative effect on our derivative counterparties and could impair our banking or other business partners, on whom we rely for access to capital and as counterparties for a number of our derivative contracts.

condition, results of operations and cash flows.

During 2021, we continued to operate under our strategy, which focuses on accelerating consumer-centric and volume-driven growth; operational excellence driven by cost discipline, simplification and continuous operational improvement including in areas like sales execution; and building a winning growth culture with a “local first” commercial approach.

We have developed an approach to ESG that we believe supports our strategy and is focused on four areas: safety, supply security, our environmental footprint and consumer well-being.

effectively to these posts, comments or activities could damage our reputation and brand image across the various regions in which we operate.

- currency devaluations or fluctuations in currency values, including in developing markets such as Argentina, Brazil, China, India, Mexico, Russia, Ukraine, Türkiye, Egypt, Nigeria, South Africa and Pakistan as well as in developed markets such as the United Kingdom and countries within the European Union.

Continued instability in the banking and governmental sectors of certain countries or the dynamics and uncertainties associated with the separation of the United Kingdom’s from the European Union (“Brexit”) could have a negative effect on our business.

Failure to successfully increase our business in emerging markets and

The European Union’s General Data Protection Regulation (“GDPR”), which became effective in May 2018 and has greatly increased the

The CCPA permits California to assess potentially significant fines for violating CCPA and creates a right for individuals to bring class action suits seeking damages for violations.

Regulations to implement the CCPA were finalized in August 2020.

Increased government intervention and consumer or activist responses caused by increased focus on climate change,

These impacts increase risks to the global food production and distribution system.

During 2021, our five largest customers accounted for 16.7% of our net revenues.

Following Brexit in 2020, a new trade arrangement was reached between the U.K. and E.U. that began on January 1, 2021.

We have experienced disruptions to our local supply chain and distribution, including those related to the recent transportation labor shortage in the U.K. Inflationary cost pressures increased in our U.K. business in 2021, as we also experienced in other markets.

If the U.K.’s separation from, or new trade arrangements with, the E.U. negatively impact the U.K. economy or result in disagreements on trade terms, delays affecting our supply chain or distribution, disruptions to sales or collections, or further increases in inflationary cost pressures, the impact to our results of operations, financial condition, cash flows and stock price could be material.

(See *Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Outlook – Brexit* for more information.)

In December 2017, the United States enacted tax reform legislation (“U.S. tax reform”) and we have factored the original legislation as well as additional guidance issued through 2021 into our financial results of operations as applicable.

During November 2021, the U.S. House of Representatives passed a bill that contains significant changes to current rules but the Senate has not yet acted on it.

Adoption of new U.S. tax rules could have a material adverse effect on us.

Our strategy is to drive long-term growth by focusing on [removed: three] [added: four] strategic priorities: accelerating consumer-centric growth, driving operational [removed: excellence and] [added: excellence,] creating a winning growth [removed: culture.][added: culture and scaling sustainable snacking.]

We believe the successful implementation of our strategic priorities and leveraging of our [added: attractive global footprint,] strong [removed: foundation] [added: core] of iconic global and local brands, [removed: an attractive global footprint, our market leadership in developed and emerging markets, our deep innovation, marketing and] [added: marketing, sales,] distribution [removed: capabilities,] and [removed: our efficiency] [added: cost excellence capabilities,] and [removed: sustainability efforts,] [added: top talent with a growth mindset,] will drive [added: consistent] top- and bottom-line growth, enabling us to continue to create long-term value for our shareholders.

[removed: During 2020, the first year of] [added: Throughout] the pandemic, we experienced [removed: a significant] [added: an overall] increase in demand and revenue growth [removed: in certain markets] as consumers increased their food purchases for in-home [removed: consumption.][added: consumption in some markets, while parts of our business were negatively affected by related lockdowns and restrictions.]

[removed: During] [added: In both 2022 and] 2021, [removed: we] [added: our net revenue growth] continued to [removed: see] [added: reflect] increased demand for most of our snack category products in both our emerging and developed [removed: markets relative to 2020; however, revenue from parts of our business were not yet back to pre-pandemic levels.][added: markets.]

Our overall outlook for future snacks revenue growth remains [removed: strong, but as the pandemic continues,] [added: strong; however,] we anticipate [removed: increased] [added: ongoing] volatility in [removed: revenues until] [added: response to] COVID-related risks and [removed: the international] supply chain [removed: issues and] [added: issues, including] labor and transportation [removed: constraints subside and snacks consumption stabilizes to a more normal growth level.][added: constraints.]

[removed: In the second half of 2021, we] [added: We] experienced [added: significantly] higher operating costs, including higher overall raw material, transportation, labor and fuel [removed: costs,] [added: costs] that [removed: we anticipate will continue into 2022.][added: have continued to rise.]

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[removed: *Our Supply Chain] [added: We continue to take steps to mitigate impacts to our supply chain, operations, technology] and [removed: Operations*][added: assets.]

[removed: If] [added: We believe our current plans for each of these brands reduce the risk of impairment in future periods, but if the] brand earnings expectations are not met or specific valuation factors outside of our control, such as discount rates, change significantly, then a brand or brands could become impaired in the future.

[removed: KDP and JDE Peet’s Equity] [added: Equity] Method Investment Transactions

[removed: On June 7,] [added: In] 2021, we sold approximately [removed: 28] [added: 42.7] million [removed: shares of KDP,] [added: shares,] which reduced our ownership interest [added: by 3.0%] to [removed: 6.4%.][added: 5.3%.]

[removed: On August 2, 2021,] [added: In 2020,] we sold approximately [removed: 14.7] [added: 73.4] million [removed: KDP] shares, which reduced our ownership interest [added: by 5.2%] to [removed: 5.3%.][added: 8.4%.]

[removed: On November 17, 2020,] [added: In 2022,] we sold approximately [removed: 40.0] [added: 18.6] million [removed: shares,] [added: of our shares back to JDE Peet’s,] which reduced our ownership interest by [removed: 2.8%] [added: approximately 3%] to [removed: 8.4%.][added: 19.8%.]

*JDE [removed: Peet’s*][added: Peet’s Transactions*]

[removed: During the second quarter of] [added: In] 2020, [removed: in connection with the JDE Peet’s offering of its ordinary shares,] we exchanged our 26.4% ownership interest in JDE for a 26.5% equity interest in JDE [removed: Peet’s.][added: Peet’s, which was then taken public.]

For additional information, refer to Note 7, *Equity Method [removed: Investments*, Note 16, *Income Taxes*,] [added: Investments*] and Note [removed: 9, *Debt and Borrowing Arrangements*.][added: 10, *Financial Instruments.*]

We continue to monitor existing and potential future tax [removed: reform.][added: reform around the world.]

[removed: See] [added: Refer to] Note 16, *Income Taxes*, for more information.

- Net revenues were approximately [removed: $28.7] [added: $31.5] billion in [removed: 2021] [added: 2022] and [removed: $26.6] [added: $28.7] billion in [removed: 2020,] [added: 2021,] an increase of [removed: 8.0%] [added: 9.7%] in [removed: 2021] [added: 2022] and an increase of [removed: 2.8%] [added: 8.0%] in [removed: 2020.][added: 2021.]

Organic Net Revenue increased in both [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] due to [removed: favorable volume/mix and] higher net [removed: pricing, despite impacts from the COVID-19 pandemic described above.][added: pricing and favorable volume/mix.]

- Diluted EPS attributable to Mondelēz International [removed: increased 23.1%] [added: decreased 35.5%] to [removed: $3.04] [added: $1.96] in [removed: 2021] [added: 2022] and [removed: decreased 8.2%] [added: increased 23.1%] to [removed: $2.47] [added: $3.04] in [removed: 2020.][added: 2021.]

–Diluted EPS increased in 2021 [removed: primarily] driven by an increase in Adjusted EPS, lapping prior-year costs associated with the JDE Peet’s transaction, favorable year-over-year mark-to-market impacts from currency and commodity derivatives, lower intangible asset impairment charges, lapping the [removed: prior-year loss on interest rate swaps, lower losses on debt extinguishment and related expenses, lower Simplify to Grow program costs and a net benefit from acquisition integration costs and contingent consideration adjustments.][added: prior-]

–Diluted EPS decreased in [removed: 2020 primarily] [added: 2022] driven by lapping [removed: the] prior-year [removed: benefit from initial impacts from enacted tax law changes, costs associated with the JDE Peet's transaction, loss] [added: net gains] on [removed: debt extinguishment, unfavorable year-over year change in] equity method [removed: investee items, higher intangible asset impairment charges,] [added: transactions,] unfavorable year-over-year mark-to-market impacts from currency and commodity derivatives, [removed: lapping a prior-year gain on divestiture and lapping] the [removed: prior-year benefit] [added: impact] from [added: the European Commission legal matter, higher acquisition-related costs, incremental costs incurred due to the war in Ukraine, higher acquisition integration costs and contingent consideration adjustments, higher intangible asset impairment charges, lower net earnings from divestitures, higher remeasurement loss of net monetary position and inventory step-up charges incurred in 2022, partially offset by an increase in Adjusted EPS, lower Simplify to Grow program costs, lower negative impacts from enacted tax law changes, lower equity method investee items, 2017 malware incident net recoveries and lower negative impact from] pension participation changes.

[removed: –For] [added: –Adjusted EPS increased in] 2021, [added: driven by] operating gains, favorable currency translation, fewer shares outstanding, higher equity method investment earnings and lower interest expense, partially offset by higher taxes primarily due to a lower net benefit from non-recurring discrete tax [removed: items, drove the Adjusted EPS growth.][added: items.]

In addition to monitoring our key operating metrics, we monitor a number of developments and trends that could impact our revenue and profitability [removed: objectives.][added: objectives:]

Core snacks categories continued to expand [removed: in 2021] due to the continued growth of snacking as a consumer behavior around the world.

As part of our strategic plan, we seek to drive category growth by leveraging our local and consumer-focused commercial approach, making investments in our brand and snacks portfolio, building strong routes to market in both emerging and developed markets and improving our availability [added: across multiple channels.]

*Pricing* – Our net revenue growth and profitability may be affected as we adjust prices to address new conditions, such as increasing input and operating costs due to supply, transportation and labor constraints and higher cost [removed: trends we experienced, particularly in the second half of 2021.][added: trends.]

[removed: See additional discussion of Brexit and Argentina below and refer also] [added: (6)Refer] to Note 1, *Summary of Significant Accounting Policies* – *Currency Translation and Highly Inflationary Accounting*, [removed: and Note 10, *Financial Instruments*,] for [removed: additional] information on [removed: how we manage currency] [added: our application of highly inflationary accounting for Argentina] and [removed: related risks.][added: Türkiye.]

[removed: *U.K. advertising and promotion ban* –] In the United Kingdom, a ban on specific types of TV and online advertising of food containing levels of fat, sugar or salt above specified thresholds is expected to go into effect in [removed: 2023,] [added: October 2025,] and new measures restricting certain promotions [removed: and in-store placement of some of those products] are expected to go into effect in October [removed: 2022.][added: 2023.]

[removed: *Argentina* – as further discussed in] [added: (7)Refer to] Note 1, *Summary of Significant Accounting Policies* [removed: *– Currency] [added: – *Currency] Translation and Highly Inflationary [removed: Accounting,*] [added: Accounting*, for information] on [removed: July 1, 2018, we began to apply] [added: our application of] highly inflationary accounting for [removed: our Argentinean subsidiaries.][added: Argentina.]

[removed: Refer] [added: (5)Refer] to Note 9, *Debt and Borrowing Arrangements*, [removed: and Note 10, *Financial Instruments*,] for [removed: additional] [added: more] information on [removed: our] [added: losses on] debt [removed: and derivative activity.][added: extinguishment.]

| | | | See Note | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Restructuring Charges | | | | | | | | | $ | [removed: (154)] [added: (36)] | | | | | $ | [removed: (156)] [added: (154)] | | | | | $ | [removed: (176)] [added: (156)] | |

| Implementation Charges | | | | | | | | | [removed: (167)] [added: (87)] | | | | | | [removed: (207)] [added: (167)] | | | | | | [removed: (272)] [added: (207)] | | |

| Intangible asset impairment charges | | | Note 6 | | | | | | [removed: (32)] [added: (101)] | | | | | | [removed: (144)] [added: (32)] | | | | | | [removed: (57)] [added: (144)] | | |

| Mark-to-market [removed: gains] [added: (losses)/gains] from derivatives (1) | | | Note 10 | | | | | | [removed: 277] [added: (318)] | | | | | | [removed: 19] [added: 277] | | | | | | [removed: 90] [added: 19] | | |

| Acquisition integration costs and contingent consideration adjustments [removed: | | | | | | | | | 40] [added: (5)] | | | | | | [removed: (4)] [added: (40)] | | | | | | [removed: —] | | |

| Acquisition-related costs [removed: | | | | | | | | | (25)] [added: (5)] | | | | | | [removed: (15)] [added: 25] | | | | | | [removed: (3)] | | |

| Net gain on acquisition and divestitures | | | | | | | | | [removed: 8] [added: —] | | | | | | [removed: —] [added: 8] | | | | | | [removed: 44] [added: —] | | |

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

Macroeconomic environment

We continue to observe significant market uncertainty, increasing inflationary pressures, supply constraints, exchange rate volatility as well as ongoing effects from the COVID-19 pandemic.

Additionally, global supply chain, transportation and labor issues escalated and we experienced significantly higher operating costs, including higher overall raw material, transportation, labor and energy costs that have continued to rise.

We will continue to proactively manage our business in response to the evolving global economic environment and related uncertainty and business risks while also prioritizing and supporting our employees and customers.

War in Ukraine

In February 2022, Russia began a military invasion of Ukraine.

For the safety of our employees, we stopped production and closed our facilities in Ukraine; since then we have been gradually restoring operations, continuing to take steps to protect the safety of our employees and partially re-opening our two plants.

We are providing all of our employees with compensation and with help in securing shelter in neighboring countries, where required and needed.

We have also made cash and in-kind donations to several humanitarian aid organizations in the region.

In March 2022, our two Ukrainian manufacturing facilities in Trostyanets and Vyshhorod were significantly damaged.

During the remainder of 2022, the war continued through parts of Ukraine.

We continue to make targeted repairs on both our plants.

We relaunched our systems and implemented additional safety and security measures.

In late June, we partially reopened the Vyshhorod plant and restarted limited potato chip production and in late November, we reopened the Trostyanets plant and restarted limited chocolate production.

See Note 1, *Summary of Significant Accounting Policies* - *War in Ukraine*, to the condensed consolidated financial statements, and refer to *Items Affecting Comparability of Financial Results* for additional information.

As a food company, we continue to work to support the continuity of food supply and provide packaged foods to consumers.

We have suspended new capital investments and our advertising spending in Russia, but as a food company with more than 2,500 employees in the country, we have not ceased operations given we believe we play a role in the continuity of the food supply.

We are complying and will comply with applicable international sanctions

and other measures that have been or may be imposed on Russian entities.

We continue to evaluate the situation in Ukraine and Russia and our ability to control our operating activities and businesses on an ongoing basis, and we continue to consolidate both our Ukrainian and Russian subsidiaries.

Prior to the onset of the war, Ukraine generated 0.5% and Russia generated 2.9% of 2021 consolidated net revenues and in 2022, Ukraine generated 0.3% and Russia generated 4.0% of consolidated net revenue.

Our Russian business has grown as a result of the recent strengthening of the Russian ruble versus the U.S. dollar, underlying trends of consumers toward snack and packaged food categories and increased price.

The combination of pricing, volume growth, suspension of advertising and ruble strength has resulted in a significant increase in the profitability of the Russian business and contributed to the growth of our consolidated performance.

Our decision to suspend new capital investments in Russia has not had a material impact on our ability to meet demand within our Russian business during 2022.

We believe the war in Ukraine has had a negative impact on our business throughout the rest of our Europe operating segment, but the impact of this is difficult to quantify.

We cannot predict if the recent strength in our Russian business will continue in the future.

We provide more information on risks related to the war in Ukraine in our Financial Outlook and Commodity Trends section, Item 3, Qu*antitative and Qualitative Disclosures about Market Risk,* and under Item 1A, *Risk Factors*.

Acquisitions and Divestitures

During 2022, we completed the following acquisitions to strategically complement and expand our existing portfolio:

- Ricolino, a confectionery business with products sold primarily in Mexico

- Clif Bar & Company (“Clif Bar”), a leading U.S. maker of nutritious energy bars with organic ingredients

- Chipita Global S.A. ("Chipita"), a high-growth leader in the central and Eastern European croissant and baked snacks category

Additionally in 2022, we announced our intention to divest our developed market gum and global *Halls* candy businesses and in Q4 2022, we announced an agreement to sell the developed market gum business with an anticipated closing of Q4 2023, subject to relevant antitrust approvals and closing conditions.

We recorded a loss of €8 million ($8 million).

In 2021, we issued €300 million exchangeable bonds.

If all bonds were redeemed in exchange for shares, this would represent approximately 8.5 million shares or approximately 9% of our equity interest in JDE Peet's.

During the initial public offering, we sold approximately 11.1 million shares, recording a pre-tax gain of $131 million and a $250 million tax expense and reducing our ownership interest to 22.9%.

*Keurig Dr Pepper Transactions:*

We recorded a pre-tax gain of $768 million (or $581 million after-tax).

We make and sell primarily snacks, including biscuits (cookies, crackers and salted snacks), chocolate, gum & candy, as well as various cheese & grocery and powdered beverage products around the world.

COVID-19

As the COVID-19 global pandemic continues and new variants of the virus emerge, such as Omicron in late 2021, our main priorities continue to be the safety of our employees and helping maintain the global food supply.

Together with our employees, customers, suppliers and other partners, we are working to emerge from the pandemic stronger.

Results were particularly strong in modern trade (such as large grocery supermarkets and retail chains), digital commerce and especially for categories such as biscuits.

However, other parts of our business were negatively affected by mandated lockdowns and other related restrictions.

This was especially so during the second quarter of 2020 for some of our emerging markets due to store closures, particularly in our Latin America region as well as parts of our AMEA region that have a greater concentration of traditional trade (such as small family-run stores), our world travel retail (such as international duty-free stores), and our foodservice businesses as well as categories like gum and candy, which are more traditionally purchased and consumed out of home.

The negative impacts experienced in the second quarter of 2020 began to subside in the second half of 2020, as demand grew in both developed and emerging markets and a number of our key markets returned to higher growth; however, our gum and candy, world travel retail and foodservice businesses as well as parts of our traditional trade business in parts of emerging markets continued to be negatively affected by the ongoing pandemic.

In 2021, net revenue growth was 8.0% and Organic Net Revenue growth was 5.2%.

In 2021, while we experienced double-digit revenue growth in gum as well as significant growth in other areas such as foodservice and world travel retail, revenues in these businesses were not fully recovered to pre-pandemic levels.

We continue to track new developments and ongoing impacts from the pandemic.

Most disruptions we experienced in our operations due to the pandemic have been temporary and not material to our consolidated results.

We discuss these and other ongoing impacts of COVID-19 below.

*Our Employees, Customers and Communities*

We have taken a number of actions to promote the health and safety of our employees, customers and consumers, which is our first priority:

- We implemented enhanced protocols to provide a safe and sanitary working environment for our employees.

In many locations, our employees are working remotely whenever possible.

For employees who were unable to work remotely, we adopted a number of heightened protocols, consistent with those prescribed by the World Health Organization, related to social distancing (including staggering lunchtimes and shifts where possible and restricting in-person gatherings and non-essential travel) and enhanced hygiene and workplace sanitation.

We have worked with governments and healthcare providers to help provide access to vaccines for our frontline and office employees when and where possible at a local level.

At a local level, we have also provided additional flexibility and support to employees in our manufacturing facilities, distribution and logistics operations and sales organization.

As more employees who have been working remotely return to shared workplaces, we have enhanced safety protocols we will follow while also encouraging continued flexible and virtual work arrangements wherever possible.

- We have hired frontline employees in the U.S. and other locations to meet additional marketplace demand and promote uninterrupted functioning of our manufacturing, distribution and sales network.

Labor markets, particularly in the U.S., U.K. as well as in other countries, have significantly tightened.

We recognize the demand for talent and continue to actively work to safeguard, engage, attract and retain our employees.

- Since the start of the pandemic, we have donated over $30 million to assist those impacted by COVID-19 and to support local and global organizations responding to food instability and providing emergency relief.

We operate in the food and beverages industry and are part of the global food supply chain.

One of our main objectives during the pandemic is to maintain the availability of our products to meet the needs of our consumers.

In response to increased demand, we increased production and until recently, we have not experienced material disruptions in our supply chain or operations.

Beginning in the second half of 2021, we began to experience more significant supply chain disruptions and higher operating costs as noted below:

- As global supply, transportation and labor disruptions escalated in the second half of 2021, particularly in the U.S. and U.K., we incurred higher operating costs in our business.

- We also experienced labor disruptions primarily in our North America region in the third quarter of 2021, including a strike that affected six of our U.S. manufacturing and sales distribution facilities for several weeks.

In September 2021, after working with our employees and union representatives to resolve the strike, we entered into a new collective bargaining agreement at these facilities.

In the fourth quarter of 2021, we did not experience significant operating or labor disruptions.

However, we anticipate some disruption in early 2022 and higher expected absenteeism due to illness within our operations and among our third-party suppliers and business partners primarily as a result of the Omicron variant.

Throughout the second half of 2021, we also experienced labor-related disruptions in our network of third-party logistics and external manufacturing, and we anticipate labor shortage-related issues will continue into 2022.

As a result of incremental pandemic-related expenditures and labor disruptions, we incurred and expect to incur higher labor costs, particularly as the pandemic continues.

- We continue to source raw ingredients, packaging, energy and transportation and deliver our products to our customers.

Costs for resources, particularly commodity and transportation costs, have continued to increase.

External factors, including the pandemic, adverse weather conditions, supply chain disruptions, and transportation and labor shortages, have impacted and are expected to continue to impact our operating costs.

Although we monitor these costs and our exposure to commodity prices and hedge against input price increases, we cannot fully hedge against all cost increases and changes in costs, and our hedging strategies may not protect us from increases in specific raw materials or other costs.

Input costs may fluctuate widely due to international demand, weather conditions, government policy and regulation and [removed: unforeseen conditions such as] the [removed: current COVID-19 global pandemic.][added: macroeconomic environment.]

We periodically use interest rate swaps and forward interest rate contracts to achieve a desired proportion of variable [added: versus fixed rate debt based on current and projected market conditions.]

[removed: [Table of](#i00c3280dc6ba4a3688ceadd396cd2a9a_7) [Contents](#i00c3280dc6ba4a3688ceadd396cd2a9a_7)][added: [Table](#i1bac4119b2194e06919226b76bc7fa22_7) [of Contents](#i1bac4119b2194e06919226b76bc7fa22_7)]

For more information on our [removed: 2020] debt activity, see Note 9, *Debt and Borrowing Arrangements*.

The parameters used for estimating the expected return distributions were determined by observing interest rate, currency exchange and commodity price movements over the prior quarter for the calculation of VAR amounts at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and over each of the four prior quarters for the calculation of average VAR amounts during each year.

As of December 31, [removed: 2021] [added: 2022] and December 31, [removed: 2020,] [added: 2021,] the estimated potential one-day loss in fair value of our interest rate-sensitive instruments, primarily debt, and the estimated potential one-day loss in pre-tax earnings from our currency and commodity instruments, as calculated in the VAR model, were:

| | | | At [removed: 12/31/20] [added: 12/31/22] | | | | | | Average | | | | | | High | | | | | | Low | | | | | | At [removed: 12/31/20] [added: 12/31/22] | | | | | | Average | | | | | | High | | | | | | Low | | |

| Foreign currency rates | | | $ | [removed: 16] [added: 20] | | | | | $ | [removed: 20] [added: 23] | | | | | $ | [removed: 31] [added: 30] | | | | | $ | [removed: 16] [added: 20] | | | | | | | | | | | | | | | | | | | | | | | | | |

| Commodity prices | | | [removed: 6] [added: 63] | | | | | | [removed: 25] [added: 75] | | | | | | [removed: 42] [added: 118] | | | | | | [removed: 6] [added: 51] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Interest rates | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 196 | | | | | $ | 201 | | | | | $ | 232 | | | | | $ | 169 | |

[Table](#i1bac4119b2194e06919226b76bc7fa22_7) [of Contents](#i1bac4119b2194e06919226b76bc7fa22_7)

During 2020, the COVID-19 pandemic and related global response significantly impacted economic activity and markets around the world.

National and local governments imposed preventative or protective restrictions on travel and business operations and advised or required citizens to remain at home.

Temporary closures of businesses were ordered and numerous other businesses temporarily closed voluntarily.

The impact of the global pandemic and response has had a material unfavorable impact on global markets, including commodity, currency and capital markets.

While some of these markets such as the U.S. and other major stock markets and certain currencies have rebounded significantly in the second and third quarters of 2020, these markets are likely to continue to remain volatile while the situation continues.

An economic or credit crisis could occur and impair credit availability and our ability to raise capital when needed.

A disruption in the financial markets may have a negative effect on our derivative counterparties and could impair our banking or other business partners, on whom we rely for access to capital and as counterparties for a number of our derivative contracts.

We are actively working to mitigate these risks and we largely employed existing strategies that are described below to mitigate these market risks related to currency, commodity and interest rate risks.

versus fixed rate debt based on current and projected market conditions.

| Interest rates | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 91 | | | | | $ | 142 | | | | | $ | 308 | | | | | $ | 76 | |

We are one of the world’s largest snack companies with global net revenues of [removed: $28.7] [added: $31.5] billion and net earnings of [removed: $4.3] [added: $2.7] billion in [removed: 2021.][added: 2022.]

We aim to be the global leader in snacking by focusing on growth, [removed: execution] [added: execution, culture] and [removed: culture.][added: sustainability.]

Our plan to drive long-term growth includes [removed: three] [added: four] strategic priorities:

With our consumers in mind, we are focused on accelerating [removed: growth] [added: and increasing our focus on chocolate, biscuits and baked snacks] by investing in both our global and local brands.

[removed: [Table of](#i00c3280dc6ba4a3688ceadd396cd2a9a_7) [Contents](#i00c3280dc6ba4a3688ceadd396cd2a9a_7)][added: [Table](#i1bac4119b2194e06919226b76bc7fa22_7) [of Contents](#i1bac4119b2194e06919226b76bc7fa22_7)]

[added: To drive productivity gains and cost improvements across our business, we also] plan to continue leveraging our global shared services platform, driving greater efficiencies in our supply chain [added: informed by a consumer-centric approach] and applying strong cost discipline across our operations.

[removed: At the same time, we are continuing our] [added: This includes ongoing] efforts to sustainably source key ingredients, reduce our end-to-end environmental impact and innovate our processes and packaging to reduce waste and promote recycling.

We are committed to investing in a diverse and talented workforce that helps our business move forward with greater speed and [removed: agility.][added: agility along with future-forward growth capabilities.]

[removed: Our] [added: We are also focused on boosting] digital [added: commerce and our digital] transformation program [added: that] will [removed: also] help to enable consumer demand and sales opportunities.

We run our business with a long-term perspective, and we believe the successful delivery of our strategic plan will drive [added: consistent] top- and bottom-line growth and enable us to create long-term value for our shareholders.

[removed: In addition, we also] [added: We] continue to focus significant efforts to drive progress against our core initiatives for more sustainable and mindful snacking.

We [removed: continue to report on] [added: discuss] our [removed: progress] [added: ESG goals and programs] in [added: detail in] our annual [removed: *Snacking] [added: Snacking] Made [removed: Right* report, where we discuss our performance against] [added: Right report available on] our [removed: environmental, social and governance (“ESG”) goals and initiatives.][added: website.]

Please [removed: also] see our *Sustainability and Mindful Snacking* section below.

Please [removed: refer to our *COVID-19* discussion in *Management’s Discussion] [added: see Note 18, *Segment Reporting] and [added: Management’s* *Discussion and] Analysis of Financial [removed: Condition and] [added: Condition* *and] Results of Operations* for [removed: more] [added: additional] information.

We sell our products in over 150 countries and have operations in approximately 80 countries, including [removed: 131] [added: 148] manufacturing and processing facilities across [removed: 45] [added: 46] countries.

The portion of our net revenues generated outside the United States was [removed: 75.1%] [added: 73.6%] in [removed: 2021, 73.2%] [added: 2022, 75.1%] in [removed: 2020] [added: 2021] and [removed: 74.4%] [added: 73.2%] in [removed: 2019.][added: 2020.]

We also monitor our revenue growth across emerging markets and developed [removed: markets—][added: markets:]

- Biscuits [added: & Baked Snacks] (including cookies, [removed: crackers and] [added: crackers,] salted [removed: snacks)][added: snacks, snack bars and cakes & pastries)]

Demand for our products is generally balanced [removed: over the second and third quarters of] [added: throughout] the [removed: year and] [added: year, with] increases in the [removed: first and] fourth [removed: quarters] [added: quarter] primarily because of holidays and other seasonal events.

We also sell products directly to businesses and consumers through various pure play e-retail platforms, retailer digital platforms, our [removed: Direct to Consumer] [added: direct-to-consumer] websites and social media platforms.

No single customer accounted for 10% or more of our net revenues from continuing operations in [removed: 2021.][added: 2022.]

We work to introduce new varieties of our core products, including new taste or nutrition profiles based on consumer preferences, such as *Cadbury Dairy Milk* chocolate bars with 30% less sugar, Sugar-free [added: and Gluten-free] *Oreos* and the *Cadbury Plant Bar*, a vegan (100% plant-based) sustainably-sourced cocoa chocolate bar wrapped in plant-based packaging.

We aim to address consumer needs and market trends and leverage scalable innovation platforms, sustainability programs and breakthrough technologies in order to delight our [removed: consumers and] [added: consumers,] fuel our [removed: growth.][added: growth and reduce our environmental impact.]

We also have a dedicated innovation and venture hub, SnackFutures, which is designed to capitalize on consumer trends and emerging growth opportunities in [removed: well-being snacks.][added: mindful snacking.]

The group’s priorities support incremental growth against three key strategic areas: invent new brands and businesses, invest in [removed: early stage] [added: early-stage] entrepreneurs, and amplify SnackFutures’ impact with the CoLab start-up engagement [added: and mentoring] program built to provide start-ups with tools, technologies and expertise that can help them learn, grow and succeed.

[removed: Competitors] [added: We operate in highly competitive markets that] include [removed: large multinational as well as numerous local and] [added: global,] regional [removed: companies,] [added: and local competitors,] including new start-up brands and businesses.

We compete based on product quality, brand recognition and loyalty, service, product innovation, taste, convenience, nutritional value, the ability to identify and satisfy consumer preferences, effectiveness of [added: our] digital and other sales and [removed: marketing,] [added: marketing strategies,] routes to market and distribution networks, promotional activity and price.

We purchase and use large quantities of commodities, including cocoa, dairy, wheat, [removed: palm and other vegetable] [added: edible] oils, sugar and other sweeteners, flavoring agents and nuts.

A number of external factors such as changing weather patterns and conditions, commodity market conditions, [removed: effects from] the [removed: current COVID-19 global pandemic,] [added: macroeconomic environment,] supply chain disruptions, currency fluctuations and the effects of governmental agricultural or other programs affect the cost and availability of raw materials and agricultural materials used in our products.

[removed: During late 2021 in particular, commodity] [added: Commodity] costs have primarily increased due to recent supply chain disruptions.

Despite the recent and expected supply chain, transportation and labor disruptions, at this [removed: time,] [added: time] we believe there will continue to be an adequate supply of the raw materials we use and that they will generally remain available.

However, we continue to monitor the near-term and long-term impacts of the pandemic, [added: geopolitical conditions,] supply chain disruptions, [added: inflationary pressures,] climate change and related factors that could affect the availability or cost of raw materials, packaging and energy.

[added: For additional information,] refer to *Management’s Discussion and Analysis of Financial Condition and Results of Operations* and *Commodity Trends*.

*Workforce Profile*: [removed: Consistent with 2020, at] [added: At] December 31, [removed: 2021,] [added: 2022,] we had approximately [removed: 79,000] [added: 91,000] employees.

At December 31, [removed: 2021,] [added: 2022,] we had approximately [removed: 11,000] [added: 13,000] U.S. employees and approximately [removed: 68,000] [added: 78,000] employees outside the United States, with employees represented by labor unions or workers’ councils representing approximately 28% of our U.S. employees and approximately [removed: 61%] [added: 50%] of our employees outside the United States.

In response to the COVID-19 pandemic, we [removed: have implemented strict health and safety protocols and taken] [added: will continue to take] appropriate measures in our [removed: facilities,] [added: facilities] including implementing temperature screening, social distancing, mask-wearing and work-from-home policies where [removed: applicable.][added: applicable and in accordance with state and local guidelines.]

*Culture and Employee Engagement:* We conduct confidential engagement surveys [added: frequently] of our global workforce that are administered and analyzed by an independent third party.

[removed: We] [added: Based on the results, we] create action plans at global, regional, functional and managerial levels.

We believe this reflects our ongoing efforts [removed: during the pandemic] to focus on our employees, their well-being and the issues that matter to them.

In [removed: 2021,] [added: 2022,] we had over [removed: 12,000] [added: 16,000] colleagues actively participating in training that supported their well-being and provided them with new tools and resources to support remote work.

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* and *Tate’s Bake Shop* biscuits and baked snacks, as well as *Cadbury Dairy Milk, Milka* and *Toblerone* chocolate.

Our strategic plan builds on our strong foundations, including leadership in attractive categories, an attractive global footprint, a strong core of iconic global and local brands, marketing, sales, distribution and cost excellence capabilities, and top talent with a growth mindset.

We are working to deliver multi-category growth in key geographies, expand our presence in high growth channels and increase our presence in under-represented segments and price tiers.

- *Scale sustainable snacking*.

We have a clear strategic approach to focus on the areas where we believe we can drive the most impact with a sustainable snacking strategy, with environmental, social and governance (“ESG”) goals and initiatives that include significant involvement and oversight by our leadership and Board of Directors.

Reportable Segments

[Table](#i1bac4119b2194e06919226b76bc7fa22_7) [of Contents](#i1bac4119b2194e06919226b76bc7fa22_7)

Our advantaged global footprint, operating scale and portfolio of brands have all significantly contributed to building our market-leading positions across most of the product categories in which we sell.

To grow and maintain our market positions, we focus on meeting consumer needs and preferences through a local-first commercial focus, new digital and other sales and marketing initiatives,

[Table](#i1bac4119b2194e06919226b76bc7fa22_7) [of Contents](#i1bac4119b2194e06919226b76bc7fa22_7)

product innovation and high standards of product quality.

We also continue to optimize our manufacturing and other operations and invest in our brands through ongoing research and development, advertising, marketing and consumer promotions.

Beyond this, diversity is a strength that drives innovation and growth, and we strive to champion diversity, inclusion, and economic empowerment.

We remain committed to providing a modern and flexible approach to how and where we work.

We have established a hybrid-model that embraces the benefits of flexibility and collaboration, and expect our office-based employees to engage with colleagues, customers and suppliers in-person on a regular basis.

[Table](#i1bac4119b2194e06919226b76bc7fa22_7) [of Contents](#i1bac4119b2194e06919226b76bc7fa22_7)

[Table](#i1bac4119b2194e06919226b76bc7fa22_7) [of Contents](#i1bac4119b2194e06919226b76bc7fa22_7)

In 2022, we expanded our Employee Assistance Programs to reach all global colleagues.

Snacking Made Right is the lens through which we determine our ESG priorities to deliver on our mission of leading the future of snacking by offering the right snack, for the right moment, made the right way.

We have a clear strategic approach to making snacking right, so we can drive innovative, more sustainable business growth the right way for people and the planet.

At our 2022 investor update, we unveiled the evolution of our growth strategy elevating sustainability as a fourth pillar in our long-term growth strategy now sitting alongside growth, execution and culture.

We focus where we believe we can make a bigger difference and deliver greater long-term positive impact.

Our strategy and goals in these key focus areas are central to supporting our growth around the world and underpinned by our focus on promoting a culture of safety, quality, inclusivity and equity.

Our goal includes more sustainable sourcing of key ingredients, reducing our environmental footprint, promoting the rights of people across our value chain, and evolving our portfolio to offer a broader range of high-quality snacks addressing consumer needs while encouraging consumers to snack mindfully.

In 2022 we made progress against these goals, such as expanding our signature raw material sourcing programs.

In 2022 we announced the next phase of Cocoa Life backed by an additional $600 million investment through 2030, for a total $1 billion investment since the start of the program.

The Governance, Membership and Sustainability Committee of our Board of Directors oversees our ESG policies and programs related to corporate citizenship, social responsibility, and public policy issues significant to us such as sustainability and environmental responsibility; food labeling, marketing and packaging; philanthropic and political activities and contributions; and Board of Directors ESG education and capabilities.

The People and Compensation Committee of our Board of Directors oversees our diversity, equity and inclusion priorities, as well as workplace safety and employee wellness, pay equity, talent sourcing strategies, talent management and development programs and ESG KPIs for incentive plans.

The Audit Committee of our Board of Directors oversees our safety priorities, goals and performance, as well as our ESG-related disclosure in SEC filings, including controls and assurance.

Business leadership teams and our Board of Directors regularly review progress toward these programs and priorities.

[Table](#i1bac4119b2194e06919226b76bc7fa22_7) [of Contents](#i1bac4119b2194e06919226b76bc7fa22_7)

[Table](#i1bac4119b2194e06919226b76bc7fa22_7) [of Contents](#i1bac4119b2194e06919226b76bc7fa22_7)

| Mariano C. Lozano | | | | | | 56 | | | | | | Executive Vice President and President, Latin America | | |

He previously served as CEO of Dannon North America, a business unit of Danone, a global food and beverage company, from January

[Table](#i1bac4119b2194e06919226b76bc7fa22_7) [of Contents](#i1bac4119b2194e06919226b76bc7fa22_7)

2014 until April 2017 and CEO Danone North America from September 2017 until December 2022.

Mr. Lozano spent more than 24 years at Danone in various leadership roles across Latin America including President, Danone Brazil.

*Mr. Ramos* became Chief Research & Development Officer in November 2022.

We make and sell primarily snacks, including biscuits (cookies, crackers and salted snacks), chocolate, gum & candy, as well as various cheese & grocery and powdered beverage products.

Our portfolio includes snack brands such as *Cadbury, Milka* and *Toblerone* chocolate; *Oreo, belVita* and *LU* biscuits*; Halls* candy; *Trident* gum and *Tang* powdered beverages.

Mondelēz International at a Glance


Our strategic plan builds on our strong foundations, including our unique portfolio of iconic global and local brands, our attractive global footprint, our market leadership in developed and emerging markets, our deep innovation, marketing and distribution capabilities, and our profit dollar expansion in recent years that allows us to make ongoing investments in our brands and capabilities.

We are working to implement innovative ideas and programs, drive growth in new channels, and build and develop new and existing partnerships that serve our consumers.

To drive productivity gains and cost improvements across our business, we also

For the last several years, we have been following the principles of the Science Based Targets initiative (“SBTi”) as we continued to measure our greenhouse gas footprint, worked to reduce our emissions and accelerated our existing sustainability initiatives to become a more sustainable snacking company.

In November 2021, we set a goal of net zero greenhouse gas emissions across our full value chain (including Scope 1 through 3 greenhouse gas emissions) by 2050.

We have signed the SBTi’s *Business Ambition for 1.5°C*, aligning our long-term emissions mitigation goals with the aim of limiting temperature rise in accordance with the Paris Agreement, the 2015 international treaty on climate change.

We also joined the United Nations *Race to Zero* campaign to help build momentum toward a decarbonized economy.

These goals are a strategic priority and help guide us as we continue our sustainability work to drive lasting progress at scale and create long-term value for the business and our stakeholders.

In 2020 and 2021, while the COVID-19 pandemic significantly affected economies, marketplaces, communities and businesses around the world, including ours, we prioritized our employees, customers and communities and largely continued to execute against our strategic priorities.

In this way, we positioned ourselves to emerge stronger.

Operating Segments

We use segment operating income to evaluate segment performance and allocate resources.

We believe it is appropriate to disclose this measure to help investors analyze segment performance and trends.

For a definition and reconciliation of segment operating income to consolidated pre-tax earnings as well as other information on our segments, see Note 18, *Segment Reporting*.

Our segment net revenues for each of the last three years were:

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | For the Years Ended December 31, | | | | | | | | | | | | | | |

| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |

| | | | (in millions) | | | | | | | | | | | | | | |

| Net revenues: | | | | | | | | | | | | | | | | | |

| Latin America | | | $ | 2,797 | | | | | $ | 2,477 | | | | | $ | 3,018 | |

| AMEA | | | 6,465 | | | | | | 5,740 | | | | | | 5,770 | | |

| Europe | | | 11,156 | | | | | | 10,207 | | | | | | 9,972 | | |

| North America | | | 8,302 | | | | | | 8,157 | | | | | | 7,108 | | |

| | | | $ | 28,720 | | | | | $ | 26,581 | | | | | $ | 25,868 | |

Our segment operating income for each of the last three years was:

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | For the Years Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2021 | | | | | | | | | | | | 2020 | | | | | | | | | | | | 2019 | | | | | | | | |

| | | | (in millions, except percentages) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Segment operating income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Latin America | | | $ | 261 | | | | | 5.5 | | % | | | | $ | 189 | | | | | 4.3 | | % | | | | $ | 341 | | | | | 8.1 | | % |

| AMEA | | | 1,054 | | | | | | 22.0 | | % | | | | 821 | | | | | | 18.8 | | % | | | | 691 | | | | | | 16.4 | | % |

| Europe | | | 2,092 | | | | | | 43.8 | | % | | | | 1,775 | | | | | | 40.6 | | % | | | | 1,732 | | | | | | 41.1 | | % |

For the fiscal year ended December 31, [removed: 2021][added: 2022]

[removed: ][added: ]

The aggregate market value of the shares of Class A Common Stock held by non-affiliates of the registrant, computed by reference to the closing price of such stock on June 30, [removed: 2021,] [added: 2022,] was [removed: $85.8] [added: $85.1] billion.

At January [removed: 28, 2022,] [added: 31, 2023,] there were [removed: 1,388,328,044] [added: 1,363,306,849] shares of the registrant’s Class A Common Stock outstanding.

Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission in connection with its annual meeting of shareholders expected to be held on May [removed: 18, 2022] [added: 17, 2023] are incorporated by reference into Part III hereof.

[removed: [Table of](#i00c3280dc6ba4a3688ceadd396cd2a9a_7) [Contents](#i00c3280dc6ba4a3688ceadd396cd2a9a_7)][added: [Table](#i1bac4119b2194e06919226b76bc7fa22_7) [of Contents](#i1bac4119b2194e06919226b76bc7fa22_7)]

| Item 1. | | | [removed: [Business](#i00c3280dc6ba4a3688ceadd396cd2a9a_16)] [added: [Business](#i1bac4119b2194e06919226b76bc7fa22_16)] | | | [removed: [3](#i00c3280dc6ba4a3688ceadd396cd2a9a_16)] [added: [3](#i1bac4119b2194e06919226b76bc7fa22_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i00c3280dc6ba4a3688ceadd396cd2a9a_19)] [added: Factors](#i1bac4119b2194e06919226b76bc7fa22_19)] | | | [removed: [14](#i00c3280dc6ba4a3688ceadd396cd2a9a_19)] [added: [12](#i1bac4119b2194e06919226b76bc7fa22_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i00c3280dc6ba4a3688ceadd396cd2a9a_22)] [added: Comments](#i1bac4119b2194e06919226b76bc7fa22_22)] | | | [removed: [28](#i00c3280dc6ba4a3688ceadd396cd2a9a_22)] [added: [27](#i1bac4119b2194e06919226b76bc7fa22_22)] | | |

| Item 2. | | | [removed: [Properties](#i00c3280dc6ba4a3688ceadd396cd2a9a_25)] [added: [Properties](#i1bac4119b2194e06919226b76bc7fa22_25)] | | | [removed: [28](#i00c3280dc6ba4a3688ceadd396cd2a9a_25)] [added: [27](#i1bac4119b2194e06919226b76bc7fa22_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i00c3280dc6ba4a3688ceadd396cd2a9a_28)] [added: Proceedings](#i1bac4119b2194e06919226b76bc7fa22_28)] | | | [removed: [28](#i00c3280dc6ba4a3688ceadd396cd2a9a_28)] [added: [27](#i1bac4119b2194e06919226b76bc7fa22_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i00c3280dc6ba4a3688ceadd396cd2a9a_31)] [added: Disclosures](#i1bac4119b2194e06919226b76bc7fa22_31)] | | | [removed: [28](#i00c3280dc6ba4a3688ceadd396cd2a9a_31)] [added: [27](#i1bac4119b2194e06919226b76bc7fa22_31)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder [removed: Matters](#i00c3280dc6ba4a3688ceadd396cd2a9a_37)] [added: Matters](#i1bac4119b2194e06919226b76bc7fa22_37)] [and Issuer Purchases of Equity [removed: Securities](#i00c3280dc6ba4a3688ceadd396cd2a9a_37)] [added: Securities](#i1bac4119b2194e06919226b76bc7fa22_37)] | | | [removed: [29](#i00c3280dc6ba4a3688ceadd396cd2a9a_37)] [added: [28](#i1bac4119b2194e06919226b76bc7fa22_37)] | | |

| Item 6. | | | [removed: [Reserved](#i00c3280dc6ba4a3688ceadd396cd2a9a_40)] [added: [Reserved](#i1bac4119b2194e06919226b76bc7fa22_40)] | | | [removed: [30](#i00c3280dc6ba4a3688ceadd396cd2a9a_40)] [added: [29](#i1bac4119b2194e06919226b76bc7fa22_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations:](#i00c3280dc6ba4a3688ceadd396cd2a9a_43)] [added: Operations:](#i1bac4119b2194e06919226b76bc7fa22_43)] | | | [removed: [31](#i00c3280dc6ba4a3688ceadd396cd2a9a_43)] [added: [30](#i1bac4119b2194e06919226b76bc7fa22_43)] | | |

| | | | [Recent Developments and Significant Items Affecting [removed: Comparability](#i00c3280dc6ba4a3688ceadd396cd2a9a_1893)] [added: Comparability](#i1bac4119b2194e06919226b76bc7fa22_46)] | | | [removed: [31](#i00c3280dc6ba4a3688ceadd396cd2a9a_1893)] [added: [30](#i1bac4119b2194e06919226b76bc7fa22_46)] | | |

| | | | [Summary of [removed: Results](#i00c3280dc6ba4a3688ceadd396cd2a9a_46)] [added: Results](#i1bac4119b2194e06919226b76bc7fa22_49)] | | | [removed: [35](#i00c3280dc6ba4a3688ceadd396cd2a9a_46)] [added: [32](#i1bac4119b2194e06919226b76bc7fa22_49)] | | |

| | | | [Financial [removed: Outlook](#i00c3280dc6ba4a3688ceadd396cd2a9a_49)] [added: Outlook](#i1bac4119b2194e06919226b76bc7fa22_52)] | | | [removed: [36](#i00c3280dc6ba4a3688ceadd396cd2a9a_49)] [added: [33](#i1bac4119b2194e06919226b76bc7fa22_52)] | | |

| | | | [Discussion and Analysis of Historical [removed: Results](#i00c3280dc6ba4a3688ceadd396cd2a9a_52)] [added: Results](#i1bac4119b2194e06919226b76bc7fa22_55)] | | | [removed: [40](#i00c3280dc6ba4a3688ceadd396cd2a9a_52)] [added: [35](#i1bac4119b2194e06919226b76bc7fa22_55)] | | |

| | | | [Critical Accounting [removed: Estimates](#i00c3280dc6ba4a3688ceadd396cd2a9a_64)] [added: Estimates](#i1bac4119b2194e06919226b76bc7fa22_67)] | | | [removed: [57](#i00c3280dc6ba4a3688ceadd396cd2a9a_64)] [added: [51](#i1bac4119b2194e06919226b76bc7fa22_67)] | | |

| | | | [Liquidity and Capital [removed: Resources](#i00c3280dc6ba4a3688ceadd396cd2a9a_67)] [added: Resources](#i1bac4119b2194e06919226b76bc7fa22_70)] | | | [removed: [60](#i00c3280dc6ba4a3688ceadd396cd2a9a_67)] [added: [54](#i1bac4119b2194e06919226b76bc7fa22_70)] | | |

| | | | [Commodity [removed: Trends](#i00c3280dc6ba4a3688ceadd396cd2a9a_70)] [added: Trends](#i1bac4119b2194e06919226b76bc7fa22_73)] | | | [removed: [62](#i00c3280dc6ba4a3688ceadd396cd2a9a_70)] [added: [56](#i1bac4119b2194e06919226b76bc7fa22_73)] | | |

| | | | [Non-GAAP Financial [removed: Measures](#i00c3280dc6ba4a3688ceadd396cd2a9a_79)] [added: Measures](#i1bac4119b2194e06919226b76bc7fa22_79)] | | | [removed: [64](#i00c3280dc6ba4a3688ceadd396cd2a9a_79)] [added: [57](#i1bac4119b2194e06919226b76bc7fa22_79)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i00c3280dc6ba4a3688ceadd396cd2a9a_82)] [added: Risk](#i1bac4119b2194e06919226b76bc7fa22_82)] | | | [removed: [71](#i00c3280dc6ba4a3688ceadd396cd2a9a_82)] [added: [64](#i1bac4119b2194e06919226b76bc7fa22_82)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data:](#i00c3280dc6ba4a3688ceadd396cd2a9a_85)] [added: Data:](#i1bac4119b2194e06919226b76bc7fa22_85)] | | | [removed: [73](#i00c3280dc6ba4a3688ceadd396cd2a9a_85)] [added: [66](#i1bac4119b2194e06919226b76bc7fa22_85)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#i00c3280dc6ba4a3688ceadd396cd2a9a_88)] [added: Firm](#i1bac4119b2194e06919226b76bc7fa22_88)] | | | [removed: [73](#i00c3280dc6ba4a3688ceadd396cd2a9a_88)] [added: [66](#i1bac4119b2194e06919226b76bc7fa22_88)] | | |

| | | | [Consolidated Statements of [removed: Earnings](#i00c3280dc6ba4a3688ceadd396cd2a9a_91)] [added: Earnings](#i1bac4119b2194e06919226b76bc7fa22_91)] [for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#i00c3280dc6ba4a3688ceadd396cd2a9a_91)] [added: 2020](#i1bac4119b2194e06919226b76bc7fa22_91)] | | | [removed: [76](#i00c3280dc6ba4a3688ceadd396cd2a9a_91)] [added: [69](#i1bac4119b2194e06919226b76bc7fa22_91)] | | |

| | | | [Consolidated Statements of Comprehensive [removed: Earnings](#i00c3280dc6ba4a3688ceadd396cd2a9a_94)] [added: Earnings](#i1bac4119b2194e06919226b76bc7fa22_94)] [for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#i00c3280dc6ba4a3688ceadd396cd2a9a_94)] [added: 2020](#i1bac4119b2194e06919226b76bc7fa22_94)] | | | [removed: [77](#i00c3280dc6ba4a3688ceadd396cd2a9a_94)] [added: [70](#i1bac4119b2194e06919226b76bc7fa22_94)] | | |

| | | | [Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020](#i00c3280dc6ba4a3688ceadd396cd2a9a_97)] [added: 2021](#i1bac4119b2194e06919226b76bc7fa22_97)] | | | [removed: [78](#i00c3280dc6ba4a3688ceadd396cd2a9a_97)] [added: [71](#i1bac4119b2194e06919226b76bc7fa22_97)] | | |

| | | | [Consolidated Statements of [removed: Equity](#i00c3280dc6ba4a3688ceadd396cd2a9a_100)] [added: Equity](#i1bac4119b2194e06919226b76bc7fa22_100)] [for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#i00c3280dc6ba4a3688ceadd396cd2a9a_100)] [added: 2020](#i1bac4119b2194e06919226b76bc7fa22_100)] | | | [removed: [79](#i00c3280dc6ba4a3688ceadd396cd2a9a_100)] [added: [72](#i1bac4119b2194e06919226b76bc7fa22_100)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#i00c3280dc6ba4a3688ceadd396cd2a9a_103)] [added: Flows](#i1bac4119b2194e06919226b76bc7fa22_103)] [for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#i00c3280dc6ba4a3688ceadd396cd2a9a_103)] [added: 2020](#i1bac4119b2194e06919226b76bc7fa22_103)] | | | [removed: [80](#i00c3280dc6ba4a3688ceadd396cd2a9a_103)] [added: [73](#i1bac4119b2194e06919226b76bc7fa22_103)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i00c3280dc6ba4a3688ceadd396cd2a9a_106)] [added: Statements](#i1bac4119b2194e06919226b76bc7fa22_106)] | | | [removed: [81](#i00c3280dc6ba4a3688ceadd396cd2a9a_106)] [added: [74](#i1bac4119b2194e06919226b76bc7fa22_106)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i00c3280dc6ba4a3688ceadd396cd2a9a_172)] [added: Disclosure](#i1bac4119b2194e06919226b76bc7fa22_163)] | | | [removed: [130](#i00c3280dc6ba4a3688ceadd396cd2a9a_172)] [added: [127](#i1bac4119b2194e06919226b76bc7fa22_163)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i00c3280dc6ba4a3688ceadd396cd2a9a_175)] [added: Procedures](#i1bac4119b2194e06919226b76bc7fa22_166)] | | | [removed: [130](#i00c3280dc6ba4a3688ceadd396cd2a9a_175)] [added: [127](#i1bac4119b2194e06919226b76bc7fa22_166)] | | |

| Item 9B. | | | [Other [removed: Information](#i00c3280dc6ba4a3688ceadd396cd2a9a_178)] [added: Information](#i1bac4119b2194e06919226b76bc7fa22_169)] | | | [removed: [131](#i00c3280dc6ba4a3688ceadd396cd2a9a_178)] [added: [128](#i1bac4119b2194e06919226b76bc7fa22_169)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i00c3280dc6ba4a3688ceadd396cd2a9a_1860)] [added: Inspections](#i1bac4119b2194e06919226b76bc7fa22_172)] | | | [removed: [131](#i00c3280dc6ba4a3688ceadd396cd2a9a_1860)] [added: [128](#i1bac4119b2194e06919226b76bc7fa22_172)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i00c3280dc6ba4a3688ceadd396cd2a9a_184)] [added: Governance](#i1bac4119b2194e06919226b76bc7fa22_178)] | | | [removed: [132](#i00c3280dc6ba4a3688ceadd396cd2a9a_184)] [added: [129](#i1bac4119b2194e06919226b76bc7fa22_178)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i00c3280dc6ba4a3688ceadd396cd2a9a_187)] [added: Compensation](#i1bac4119b2194e06919226b76bc7fa22_181)] | | | [removed: [132](#i00c3280dc6ba4a3688ceadd396cd2a9a_187)] [added: [129](#i1bac4119b2194e06919226b76bc7fa22_181)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and [removed: Management](#i00c3280dc6ba4a3688ceadd396cd2a9a_190)] [added: Management](#i1bac4119b2194e06919226b76bc7fa22_184)] [and Related Stockholder [removed: Matters](#i00c3280dc6ba4a3688ceadd396cd2a9a_190)] [added: Matters](#i1bac4119b2194e06919226b76bc7fa22_184)] | | | [removed: [132](#i00c3280dc6ba4a3688ceadd396cd2a9a_190)] [added: [129](#i1bac4119b2194e06919226b76bc7fa22_184)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i00c3280dc6ba4a3688ceadd396cd2a9a_193)] [added: Independence](#i1bac4119b2194e06919226b76bc7fa22_187)] | | | [removed: [132](#i00c3280dc6ba4a3688ceadd396cd2a9a_193)] [added: [129](#i1bac4119b2194e06919226b76bc7fa22_187)] | | |

| [Part I –](#i1bac4119b2194e06919226b76bc7fa22_13) | | | | | | | | |

| [Part II –](#i1bac4119b2194e06919226b76bc7fa22_34) | | | | | | | | |

| [Part III –](#i1bac4119b2194e06919226b76bc7fa22_175) | | | | | | | | |

| [Part IV –](#i1bac4119b2194e06919226b76bc7fa22_193) | | | | | | | | |

| | | | [Signatures](#i1bac4119b2194e06919226b76bc7fa22_202) | | | [135](#i1bac4119b2194e06919226b76bc7fa22_202) | | |

| | | | | | | | | |

[Table](#i1bac4119b2194e06919226b76bc7fa22_7) [of Contents](#i1bac4119b2194e06919226b76bc7fa22_7)

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management, including for future operations, capital expenditures or share repurchases; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; any statements of belief or expectation; and any statements of assumptions underlying any of the foregoing or other future events.

Forward-looking statements may include, among others, the words, and variations of words, “will,” “may,” “expect,” “would,” “could,” “might,” “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 reasonable, actual results or outcomes could differ materially from those projected or assumed in any of our forward-looking statements.

Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, many of which are beyond our control.

Important factors that could cause our actual results or performance to differ materially from those contained in or implied by our forward-looking statements include, but are not limited to, the following:

- weakness in macroeconomic conditions in our markets, including as a result of inflation (and related monetary policy actions by governments in response to inflation), volatility of commodity and other input costs and availability of commodities;

- geopolitical uncertainty, including the impact of ongoing or new developments in the war in Ukraine, related current and future sanctions imposed by governments and other authorities and related impacts, including on our business operations, employees, reputation, brands, financial condition and results of operations;

- global or regional health pandemics or epidemics, including COVID-19;

- competition and our response to channel shifts and pricing 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 to predict, identify, interpret and meet these changes;

- risks from operating globally, including in emerging markets, such as political, economic and regulatory risks;

- the outcome and effects on us of legal and tax proceedings and government investigations, including the European Commission legal matter;

- use of information technology and third party service providers;

- unanticipated disruptions to our business, such as malware incidents, cyberattacks or other security breaches, and supply, commodity, labor and transportation constraints;

- our ability to identify, complete, manage and realize the full extent of the benefits, cost savings or synergies presented by strategic transactions, including our recently completed acquisitions of Ricolino, Clif Bar, Chipita, Gourmet Food, Grenade and Hu, and the anticipated closing of our planned divestiture of our developed market gum business in North America and Europe;

- our investments and our ownership interests in those investments, including JDE Peet's and KDP;

- the restructuring 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 other economy brands;

- changes in our relationships with customers, suppliers or distributors;

- management of our workforce and shifts in labor availability or labor costs;

- compliance with legal, regulatory, tax and benefit laws and related changes, claims or actions;

- perceived or actual product quality issues 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 imposition of new taxes;

- changes in currency exchange rates, controls and restrictions;

[Table](#i1bac4119b2194e06919226b76bc7fa22_7) [of Contents](#i1bac4119b2194e06919226b76bc7fa22_7)

- volatility of and access to capital or other markets, the effectiveness of our cash management programs and our liquidity;

| [Part I –](#i00c3280dc6ba4a3688ceadd396cd2a9a_13) | | | | | | | | |

| [Part II –](#i00c3280dc6ba4a3688ceadd396cd2a9a_34) | | | | | | | | |

| | | | [Equity and Dividends](#i00c3280dc6ba4a3688ceadd396cd2a9a_76) | | | [62](#i00c3280dc6ba4a3688ceadd396cd2a9a_76) | | |

| [Part III –](#i00c3280dc6ba4a3688ceadd396cd2a9a_181) | | | | | | | | |

| [Part IV](#i00c3280dc6ba4a3688ceadd396cd2a9a_199) [–](#i00c3280dc6ba4a3688ceadd396cd2a9a_199) | | | | | | | | |

| | | | [Signatures](#i00c3280dc6ba4a3688ceadd396cd2a9a_208) | | | [138](#i00c3280dc6ba4a3688ceadd396cd2a9a_208) | | |

| | | | [Valuation and Qualifying Accounts](#i00c3280dc6ba4a3688ceadd396cd2a9a_211) | | | S-[1](#i00c3280dc6ba4a3688ceadd396cd2a9a_211) | | |

This report contains a number of forward-looking statements.

Words, and variations of words, such as “will,” “may,” “expect,” “would,” “could,” “might,” “plan,” “believe,” “estimate,” “anticipate,” “intend,” “likely,” “drive,” “seek,” “aim,” “potential,” “project,” “objective,” “target,” “commitment,” “outlook” and similar expressions are intended to identify our forward-looking statements, including but not limited to statements about: the impact of the COVID-19 pandemic and related disruptions on our business including consumer demand, costs, product mix, the availability of and our ability to deliver our products, our strategic initiatives, our and our partners’ global supply chains, operations, technology, assets and routes to market, and our financial performance; our future performance, including our future revenue growth, profitability and earnings growth; our strategy to accelerate consumer-centric growth, drive operational excellence and create a winning growth culture; our leadership position in snacking; our ability to meet consumer needs and demand and identify innovation and renovation opportunities; operational improvements and efficiencies; volatility in global consumer, commodity, transportation, labor, currency and capital markets; price volatility, inflation and pricing actions; the cost environment, including higher operating, raw material, transportation, labor and fuel costs, factors affecting costs and measures we are taking to address increased costs; supply, transportation and labor disruptions and constraints; consumer behavior, mobility and consumption and demand trends and our business in developed and emerging markets, our channels, our brands and our categories; our tax rate, tax positions, tax proceedings, tax estimates, valuation allowances and the impact on us of potential U.S. and global tax reform; market share and our market position; the separation of the United Kingdom (“U.K.”) from the European Union (“E.U.”) and its impact on our business and results, including in connection with disagreements on trade terms, delays affecting our supply chain or distribution, disruptions to sales or collections, or further increases in inflationary cost pressures; advertising and promotion bans and restrictions in the U.K.; the costs of, timing of expenditures under and completion of our restructuring program; category growth; consumer snacking behaviors; commodity prices, supply and availability; our investments and the results and potential of those investments, including our investments in JDE Peet's and KDP; research, development and innovation; our digital transformation program; political, business and economic conditions and volatility; the effect of the imposition of increased or new tariffs, quotas, trade barriers or similar restrictions on our sales or key commodities and potential changes in U.S. trade programs, trade relations, regulations, taxes or fiscal policies; currency exchange rates, controls and restrictions, volatility in foreign currencies and the effect of currency translation on our results of operations; the application of highly inflationary accounting for our Argentinean subsidiaries and the potential for and impacts from currency devaluation in other countries; our digital commerce channel strategies; manufacturing and distribution capacity; changes in laws and regulations, regulatory compliance and related costs; the outcome and effects on us of legal proceedings and government investigations; the estimated value of goodwill and intangible assets; amortization expense for intangible assets; impairment of goodwill and intangible assets and our projections of operating results and other factors that may affect our impairment testing; our accounting estimates and judgments and the impact of new accounting pronouncements; pension obligations, expenses, contributions and assumptions; employee benefit plan expenses, obligations and assumptions; compensation expense; human capital matters; our goal of net zero greenhouse gas emissions; our other environmental, social and governance strategies, goals, targets and initiatives and the impacts of climate change; our efforts to become a more sustainable snacking company; our ability to prevent and respond to cybersecurity breaches and disruptions; our liquidity, funding sources and uses of funding, including debt issuances and our use of commercial paper; our capital structure, credit availability and our ability to raise capital, and the impact of market disruptions on us, our counterparties and our business partners; the planned phase out of London Interbank Offered Rates; our risk management program, including the use of financial instruments and the impacts and effectiveness of our hedging activities; working capital; capital expenditures and funding; funding of debt maturities and other obligations; share repurchases; dividends; long-term value for our shareholders; guarantees; compliance with our debt covenants; and our contractual and other obligations.

These forward-looking statements involve risks and uncertainties, many of which are beyond our control, and many of these risks and uncertainties are currently amplified by and may continue to be amplified by the COVID-19 pandemic, including the spread of new variants of COVID-19 such as Omicron.

Important factors that could cause our actual results to differ materially from those described in our forward-looking statements include, but are not limited to, uncertainty about the effectiveness of efforts by health officials and governments to control the spread of COVID-19 and inoculate and treat populations impacted by COVID-19; uncertainty about the reimposition or lessening of restrictions imposed by governments intended to mitigate the spread of COVID-19 and the magnitude, duration, geographic reach and impact on the global economy of COVID-19; the ongoing, and uncertain future, impact of the COVID-19 pandemic on our business, growth, reputation, prospects, financial condition, operating results (including components of our financial results), cash flows and liquidity; risks from operating globally including in emerging markets; changes in currency exchange rates, controls and restrictions; volatility of

commodity and other input costs and availability of commodities; weakness in economic conditions; weakness in consumer spending; pricing actions; tax matters including changes in tax laws and rates, disagreements with taxing authorities and imposition of new taxes; use of information technology and third party service providers; unanticipated disruptions to our business, such as the 2017 malware incident, cyberattacks or other security breaches; global or regional health pandemics or epidemics, including COVID-19; competition and our response to channel shifts and pricing and other competitive pressures; promotion and protection of our reputation and brand image; changes in consumer preferences and demand and our ability to innovate and differentiate our products; the restructuring program and our other transformation initiatives not yielding the anticipated benefits; changes in the assumptions on which the restructuring program is based; management of our workforce and shifts in labor availability; consolidation of retail customers and competition with retailer and other economy brands; changes in our relationships with customers, suppliers or distributors; compliance with legal, regulatory, tax and benefit laws and related changes, claims or actions; the impact of climate change on our supply chain and operations; strategic transactions; significant changes in valuation factors that may adversely affect our impairment testing of goodwill and intangible assets; perceived or actual product quality issues or product recalls; failure to maintain effective internal control over financial reporting or disclosure controls and procedures; volatility of and access to capital or other markets, the effectiveness of our cash management programs and our liquidity; pension costs; the expected discontinuance of London Interbank Offered Rates and transition to any other interest rate benchmark; and our ability to protect our intellectual property and intangible assets.

On December 31, [removed: 2021,] [added: 2022,] we had approximately [removed: 131] [added: 148] manufacturing and processing facilities in [removed: 45] [added: 46] countries and [removed: 107] [added: 111] distribution centers and [removed: depots] [added: warehouses] worldwide that we owned or leased.

| | | | Number of Manufacturing Facilities | | | | | | Number of Distribution [added: and Warehouse] Facilities | | |

| Latin America (1) | | | [removed: 12] [added: 16] | | | | | | 11 | | |

| AMEA | | | [removed: 43] [added: 45] | | | | | | [removed: 30] [added: 29] | | |

| Europe | | | [removed: 55] [added: 63] | | | | | | [removed: 7] [added: 10] | | |

| North America | | | [removed: 21] [added: 24] | | | | | | [removed: 59] [added: 61] | | |

| Leased | | | [removed: 17] [added: 20] | | | | | | [removed: 93] [added: 96] | | |

| | | | As of December 31, 2022 | | | | | | | | |

| Total | | | 148 | | | | | | 111 | | |

| Owned | | | 128 | | | | | | 15 | | |

| Total | | | 148 | | | | | | 111 | | |

| | | | As of December 31, 2021 | | | | | | | | |

| Total | | | 131 | | | | | | 107 | | |

| Owned | | | 114 | | | | | | 14 | | |

[removed: [Table of](#i00c3280dc6ba4a3688ceadd396cd2a9a_7) [Contents](#i00c3280dc6ba4a3688ceadd396cd2a9a_7)][added: [Table](#i1bac4119b2194e06919226b76bc7fa22_7) [of Contents](#i1bac4119b2194e06919226b76bc7fa22_7)]

Our Common Stock is listed on The Nasdaq Global Select Market under the symbol “MDLZ.” At January [removed: 28, 2022,] [added: 31, 2023,] there were [removed: 40,543] [added: 38,218] holders of record of our Common Stock.

[removed: ][added: ]

[removed: [Table of](#i00c3280dc6ba4a3688ceadd396cd2a9a_7) [Contents](#i00c3280dc6ba4a3688ceadd396cd2a9a_7)][added: [Table](#i1bac4119b2194e06919226b76bc7fa22_7) [of Contents](#i1bac4119b2194e06919226b76bc7fa22_7)]

Our stock repurchase activity for each of the three months in the quarter ended December 31, [removed: 2021] [added: 2022] was:

(1)The total number of shares purchased (and the average price paid per share) reflects: (i) shares purchased pursuant to the repurchase program described in (2) below; and (ii) shares tendered to us by employees who used shares to exercise options and to pay the related taxes for grants of deferred stock units that vested, totaling [removed: 17,741] [added: 16,227] shares, [removed: 2,459] [added: 15,207] shares and [removed: 501] [added: 3,139] shares for the fiscal months of October, November and December [removed: 2021,] [added: 2022,] respectively.

Our Board of Directors [removed: has] authorized the repurchase [removed: of] [added: up to] $23.7 billion of our Common Stock through December 31, 2023.

Since the program inception on March 12, 2013 through December 31, [removed: 2021,] [added: 2022,] we have repurchased [removed: $20.0 billion, and as of December 31, 2021, we had $3.7 billion share repurchase authorization remaining.][added: $22.0 billion.]

| 2017 | | | | | | $ | 100.00 | | | | | $ | 100.00 | | | | | $ | 100.00 | |

| 2018 | | | | | | 95.73 | | | | | | 95.62 | | | | | | 94.15 | | |

| 2019 | | | | | | 134.43 | | | | | | 125.72 | | | | | | 119.40 | | |

| 2020 | | | | | | 145.97 | | | | | | 148.85 | | | | | | 130.65 | | |

| 2021 | | | | | | 169.14 | | | | | | 191.58 | | | | | | 149.35 | | |

| 2022 | | | | | | 174.08 | | | | | | 156.88 | | | | | | 147.96 | | |

| October 1-31, 2022 | | | | | | 1,863,361 | | | | | | $ | 56.55 | | | | | 1,847,134 | | | | | | $ | 1,707 | |

| November 1-30, 2022 | | | | | | 600,970 | | | | | | 64.87 | | | | | | 585,763 | | | | | | 1,669 | | |

| December 1-31, 2022 | | | | | | 240,012 | | | | | | 67.47 | | | | | | 236,873 | | | | | | 1,653 | | |

| For the Quarter Ended December 31, 2022 | | | | | | 2,704,343 | | | | | | 59.37 | | | | | | 2,669,770 | | | | | | | | |

Our Board of Directors authorized a new program for the repurchase of up to $6.0 billion of our Common Stock through December 31, 2025.

This authorization, effective January 1, 2023, replaces our current share repurchase program.

See related information in Note 13, Capital Stock.

| 2016 | | | | | | $ | 100.00 | | | | | $ | 100.00 | | | | | $ | 100.00 | |

| 2017 | | | | | | 98.42 | | | | | | 121.83 | | | | | | 116.10 | | |

| 2018 | | | | | | 94.22 | | | | | | 116.49 | | | | | | 109.23 | | |

| 2019 | | | | | | 132.31 | | | | | | 153.17 | | | | | | 138.49 | | |

| 2020 | | | | | | 143.67 | | | | | | 181.35 | | | | | | 151.51 | | |

| 2021 | | | | | | 166.47 | | | | | | 233.41 | | | | | | 173.18 | | |

| October 1-31, 2021 | | | | | | 17,741 | | | | | | $ | 58.34 | | | | | — | | | | | | $ | 3,956 | |

| November 1-30, 2021 | | | | | | 2,840,736 | | | | | | 61.68 | | | | | | 2,838,277 | | | | | | 3,781 | | |

| December 1-31, 2021 | | | | | | 1,991,816 | | | | | | 63.75 | | | | | | 1,991,315 | | | | | | 3,654 | | |

| For the Quarter Ended December 31, 2021 | | | | | | 4,850,293 | | | | | | 62.52 | | | | | | 4,829,592 | | | | | | | | |

Authorizations to increase and extend the program duration included: $4.0 billion on December 2, 2020, $6.0 billion on January 31, 2018, $6.0 billion on July 29, 2015, $1.7 billion on December 3, 2013 and $6.0 billion on August 6, 2013 (cumulatively including the amount authorized on March 12, 2013, which was the lesser of 40 million shares and $1.2 billion).

See related information in Note 13, Capital Stock, and in *Management’s Discussion and Analysis of Financial Condition and Results of Operations* – *Equity and Dividends*.

[removed: [Table of](#i00c3280dc6ba4a3688ceadd396cd2a9a_7) [Contents](#i00c3280dc6ba4a3688ceadd396cd2a9a_7)][added: [Table](#i1bac4119b2194e06919226b76bc7fa22_7) [of Contents](#i1bac4119b2194e06919226b76bc7fa22_7)]

We have audited the accompanying consolidated balance sheets of Mondelēz International, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the related consolidated statements of earnings, comprehensive earnings, equity and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] including the related notes [removed: and financial statement schedule for each of the three years in the period ended December 31, 2021 listed in the index appearing under Item 15(a)] (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

[removed: [Table of](#i00c3280dc6ba4a3688ceadd396cd2a9a_7) [Contents](#i00c3280dc6ba4a3688ceadd396cd2a9a_7)][added: [Table](#i1bac4119b2194e06919226b76bc7fa22_7) [of Contents](#i1bac4119b2194e06919226b76bc7fa22_7)]

As described in the Report of Management on Internal Control Over Financial Reporting, management has excluded [removed: Hu Master Holdings (“Hu”), Lion/Gemstone Topco Ltd (“Grenade”),] [added: Chipita Global S.A. (“Chipita”), Clif Bar & Company (“Clif Bar”),] and [removed: Gourmet Food Holdings Pty Ltd (“Gourmet Food”)] [added: Ricolino] from its assessment of internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] because they were acquired by the Company in purchase business combinations during [removed: 2021.][added: 2022.]

We have also excluded [removed: Hu, Grenade,] [added: Chipita, Clif Bar,] and [removed: Gourmet Food] [added: Ricolino] from our audit of internal control over financial reporting.

[removed: Hu] [added: Chipita, Clif Bar,] and [removed: Gourmet Food] [added: Ricolino] are wholly-owned [removed: subsidiaries, and Grenade is a majority-owned subsidiary] [added: subsidiaries] whose total assets and total [added: net] revenues excluded from management’s assessment and our audit of internal control over financial reporting collectively represent [removed: 0.2%] [added: 1.2%] and [removed: 0.5%,] [added: 3.5%,] respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, [removed: 2021.][added: 2022.]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the consolidated financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (i) [removed: relates] [added: relate] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

As described in Notes 1 and 6 to the consolidated financial statements, the Company’s consolidated indefinite-life intangible asset balance was [removed: $17.3] [added: $18.4] billion as of December 31, [removed: 2021,] [added: 2022,] which consists principally of brand names.

[removed: As disclosed by management, management] [added: Management] estimates fair value using several accepted valuation methods, including relief [removed: of] [added: from] royalty, excess earnings and excess margin, that utilize estimates of future sales, earnings growth rates, royalty rates and discount rates to determine a brand name’s fair value.

The principal considerations for our determination that performing procedures relating to the indefinite-life intangible [removed: asset] [added: assets] annual impairment assessments for certain brand names is a critical audit matter are (i) the significant judgment by management when developing the fair value of the indefinite-life intangible [removed: assets;] [added: assets for certain brand names;] (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to estimates of future sales, earnings growth rates, royalty rates, and discount rates for certain brand names; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to the indefinite-life intangible [removed: asset] [added: assets] impairment assessments, including controls over the annual valuation of certain brand names.

These procedures also included, among others (i) testing management’s process for developing the fair value of the indefinite-life intangible [removed: assets;] [added: assets for certain brand names;] (ii) evaluating the appropriateness of the valuation methods; (iii) testing the completeness and accuracy of underlying data used in the [added: valuation] methods; and (iv) evaluating the reasonableness of the significant assumptions used by management related to [removed: the] estimates of future sales, earnings growth rates, royalty rates, and discount rates.

Evaluating management’s significant assumptions related to estimates of future sales and earnings growth rates involved evaluating whether the [removed: significant] assumptions used by management were reasonable considering (i) the current and past performance of the certain brand names; (ii) the consistency with external market and industry data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

[removed: Professionals with] specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the Company’s valuation methods and (ii) the reasonableness of the royalty rate and discount rate significant assumptions.

[added: |] February [removed: 4,] [added: 23,] 2022 [added: | | | — | | | | | | — | | | | | | 2,500 | | | | | | — | | |]

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Net revenues | | | $ | [removed: 28,720] [added: 31,496] | | | | | $ | [removed: 26,581] [added: 28,720] | | | | | $ | [removed: 25,868] [added: 26,581] | |

| Cost of sales | | | [removed: 17,466] [added: 20,184] | | | | | | [removed: 16,135] [added: 17,466] | | | | | | [removed: 15,531] [added: 16,135] | | |

| Gross profit | | | [removed: 11,254] [added: 11,312] | | | | | | [removed: 10,446] [added: 11,254] | | | | | | [removed: 10,337] [added: 10,446] | | |

| Selling, general and administrative expenses | | | [removed: 6,263] [added: 7,384] | | | | | | [removed: 6,098] [added: 6,263] | | | | | | [removed: 6,136] [added: 6,098] | | |

| Asset impairment and exit costs | | | [removed: 212] [added: 262] | | | | | | [removed: 301] [added: 212] | | | | | | [removed: 228] [added: 301] | | |

| Net gain on acquisition and divestitures | | | [removed: (8)] [added: —] | | | | | | [removed: —] [added: (8)] | | | | | | [removed: (44)] [added: —] | | |

| Amortization of intangible assets | | | [removed: 134] [added: 132] | | | | | | [removed: 194] [added: 134] | | | | | | [removed: 174] [added: 194] | | |

| Operating income | | | [removed: 4,653] [added: 3,534] | | | | | | [removed: 3,853] [added: 4,653] | | | | | | [removed: 3,843] [added: 3,853] | | |

| Benefit plan non-service income | | | [removed: (163)] [added: (117)] | | | | | | [removed: (138)] [added: (163)] | | | | | | [removed: (60)] [added: (138)] | | |

| Interest and other expense, net | | | [removed: 447] [added: 423] | | | | | | [removed: 608] [added: 447] | | | | | | [removed: 456] [added: 608] | | |

| Earnings before income taxes | | | [removed: 4,369] [added: 3,228] | | | | | | [removed: 3,383] [added: 4,369] | | | | | | [removed: 3,447] [added: 3,383] | | |

| Income tax provision | | | [removed: (1,190)] [added: (865)] | | | | | | [removed: (1,224)] [added: (1,190)] | | | | | | [removed: (2)] [added: (1,224)] | | |

| Gain/(loss) on equity method investment transactions | | | [removed: 742] [added: (22)] | | | | | | [removed: 989] [added: 742] | | | | | | [removed: (2)] [added: 989] | | |

| Equity method investment net earnings | | | [removed: 393] [added: 385] | | | | | | [removed: 421] [added: 393] | | | | | | [removed: 501] [added: 421] | | |

| Net earnings | | | [removed: 4,314] [added: 2,726] | | | | | | [removed: 3,569] [added: 4,314] | | | | | | [removed: 3,944] [added: 3,569] | | |

| Noncontrolling interest earnings | | | [removed: (14)] [added: (9)] | | | | | | (14) | | | | | | [removed: (15)] [added: (14)] | | |

| Net earnings attributable to Mondelēz International | | | $ | [removed: 4,300] [added: 2,717] | | | | | $ | [removed: 3,555] [added: 4,300] | | | | | $ | [removed: 3,929] [added: 3,555] | |

| Basic earnings per share attributable to Mondelēz International | | | $ | [removed: 3.06] [added: 1.97] | | | | | $ | [removed: 2.48] [added: 3.06] | | | | | $ | [removed: 2.72] [added: 2.48] | |

| Diluted earnings per share attributable to Mondelēz International | | | $ | [removed: 3.04] [added: 1.96] | | | | | $ | [removed: 2.47] [added: 3.04] | | | | | $ | [removed: 2.69] [added: 2.47] | |

| Net earnings | | | $ | [removed: 4,314] [added: 2,726] | | | | | $ | [removed: 3,569] [added: 4,314] | | | | | $ | [removed: 3,944] [added: 3,569] | |

| Currency translation adjustment | | | [removed: (458)] [added: (725)] | | | | | | [removed: (322)] [added: (458)] | | | | | | [removed: 300] [added: (322)] | | |

Professionals with

[Table](#i1bac4119b2194e06919226b76bc7fa22_7) [of Contents](#i1bac4119b2194e06919226b76bc7fa22_7)

*Acquisition of Clif Bar - Valuation of the Clif Trade Name*

As described in Note 2 to the consolidated financial statements, on August 1, 2022, the Company acquired Clif Bar for purchase price consideration of $2.6 billion.

Of the acquired indefinite life intangible assets, management allocated $1.45 billion to trade names, which primarily relate to the Clif trade name.

The fair value for the Clif trade name was determined using the relief from royalty method.

The principal considerations for our determination that performing procedures relating to the valuation of the Clif trade name acquired in the acquisition of Clif Bar is a critical audit matter are (i) the significant judgment by management when developing the fair value of the Clif trade name acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to estimates of future sales, discount and royalty rates; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statement.

These procedures included testing the effectiveness of controls related to acquisition accounting, including controls over management’s valuation of the Clif trade name acquired and controls over the development of significant assumptions related to estimates of future sales, discount and royalty rates.

These procedures also included, among others (i) reading the purchase agreement; (ii) testing management’s process for developing the fair value of the Clif trade name acquired; (iii) testing the completeness and accuracy of the underlying data used in the relief from royalty method; and (iv) evaluating the reasonableness of the significant assumptions used by management related to estimates of future sales, discount and royalty rates.

Evaluating management’s significant assumption related to estimates of future sales involved evaluating whether the assumption used by management was reasonable considering (i) the current and past performance of the Clif Bar business; (ii) the consistency with external market and industry data; and (iii) whether this assumption was consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the Company’s relief from royalty method and (ii) the reasonableness of the discount and royalty rate significant assumptions.

February 3, 2023

[Table](#i1bac4119b2194e06919226b76bc7fa22_7) [of Contents](#i1bac4119b2194e06919226b76bc7fa22_7)

[Table](#i1bac4119b2194e06919226b76bc7fa22_7) [of Contents](#i1bac4119b2194e06919226b76bc7fa22_7)

[Table](#i1bac4119b2194e06919226b76bc7fa22_7) [of Contents](#i1bac4119b2194e06919226b76bc7fa22_7)

| | | | 2022 | | | | | | 2021 | | |

[Table](#i1bac4119b2194e06919226b76bc7fa22_7) [of Contents](#i1bac4119b2194e06919226b76bc7fa22_7)

| Net earnings | | | — | | | | | | — | | | | | | 2,717 | | | | | | — | | | | | | — | | | | | | 9 | | | | | | 2,726 | | |

| Balances at December 31, 2022 | | | $ | — | | | | | $ | 32,143 | | | | | $ | 31,481 | | | | | $ | (10,947) | | | | | $ | (25,794) | | | | | $ | 37 | | | | | $ | 26,920 | |

[Table](#i1bac4119b2194e06919226b76bc7fa22_7) [of Contents](#i1bac4119b2194e06919226b76bc7fa22_7)

| Net earnings | | | $ | 2,726 | | | | | $ | 4,314 | | | | | $ | 3,569 | |

[Table](#i1bac4119b2194e06919226b76bc7fa22_7) [of Contents](#i1bac4119b2194e06919226b76bc7fa22_7)

*War in Ukraine*

In February 2022, Russia began a military invasion of Ukraine and we closed our operations and facilities in Ukraine.

In March 2022, our two Ukrainian manufacturing facilities in Trostyanets and Vyshhorod were significantly damaged.

During the first quarter of 2022, we evaluated and impaired these and other related assets.

We recorded $143 million of total expenses ($145 million after-tax) incurred as a direct result of the war, including $75 million recorded in asset impairment and exit costs*,* $44 million in cost of sales and $24 million in selling, general and administrative expenses.

We recorded $75 million of property, plant and equipment impairments, $33 million of estimated inventory write-offs, $19 million of increased estimated allowances for trade receivables and $16 million in accrued expenses.

During the remainder of 2022, we reversed approximately $22 million of previously recorded charges primarily as a result of higher than expected collection of trade receivables and inventory recoveries.

We continue to consolidate both our Ukrainian and Russian subsidiaries and continue to evaluate our ability to control our operating activities and businesses on an ongoing basis.

In connection with these findings and impacts, we have made estimates and assumptions based on information available to us.

We base our estimates on historical experience, expectations of future impacts and other assumptions that we believe are reasonable.

Given the uncertainty of the ongoing effects of the war in Ukraine, and its impact on the global economic environment, our estimates could be significantly different than future performance.

At this time, within our consolidated entities, Argentina and Türkiye are accounted for as highly inflationary economies.

Argentina and Türkiye represent 1.6% and 0.7% of our consolidated net revenues, with remeasurement losses of $39 million and $1 million in 2022, respectively.

[Table](#i1bac4119b2194e06919226b76bc7fa22_7) [of Contents](#i1bac4119b2194e06919226b76bc7fa22_7)

Fair value is estimated based on

[Table](#i1bac4119b2194e06919226b76bc7fa22_7) [of Contents](#i1bac4119b2194e06919226b76bc7fa22_7)

Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

| | | | | | | | | | | | |

| Balances at January 1, 2019 | | | $ | — | | | | | $ | 31,961 | | | | | $ | 24,394 | | | | | $ | (10,644) | | | | | $ | (20,185) | | | | | $ | 76 | | | | | $ | 25,602 | |

| Net earnings | | | — | | | | | | — | | | | | | 3,929 | | | | | | — | | | | | | — | | | | | | 15 | | | | | | 3,944 | | |

| U.S. tax reform transition tax/(benefit) | | | — | | | | | | — | | | | | | 5 | | |

Historically, the aggregate differences, if any, between our estimates and actual amounts in any year have not had a material effect on our consolidated financial statements.

Our operations and management structure are organized into four operating segments:

See Note 18, *Segment Reporting*, for additional information on our segments.

As discussed below, beginning on July 1, 2018, we began to apply highly inflationary accounting for our operations in Argentina.

*Argentina.* During the second quarter of 2018, primarily based on published estimates that indicated Argentina's three-year cumulative inflation rate exceeded 100%, we concluded that Argentina became a highly inflationary economy for accounting purposes.

As of July 1, 2018, we began to apply highly inflationary accounting for our Argentinean subsidiaries and changed their functional currency from the Argentinean peso to the U.S. dollar.

On July 1, 2018, both monetary and non-monetary assets and liabilities denominated in Argentinean pesos were remeasured into U.S. dollars using the exchange rate as of the balance sheet date, with remeasurement and other transaction gains and losses recorded in net earnings.

As of December 31, 2021, our Argentinean operations had $9 million of Argentinean peso denominated net monetary assets.

Our Argentinean operations contributed $401 million, or 1.4% of consolidated net revenues in 2021.

We recorded a remeasurement loss of $13 million in 2021, a remeasurement loss of $9 million in 2020 and a remeasurement gain of $4 million in 2019 within selling, general and administrative expenses related to the revaluation of the Argentinean peso denominated net monetary position over these periods.

*Brexit*.

Following the separation of the United Kingdom from the European Union (“Brexit”) in 2020, a new trade arrangement was reached between the U.K. and E.U. that began on January 1, 2021.

The main trade provisions include the continuation of no tariffs or quotas on trade between the U.K. and E.U. subject to prescribed trade terms, including but not limited to meeting product and labeling standards for both the U.K. and E.U. Cross-border trade between the U.K. and E.U. is also subject to new customs regulations, documentation and reviews.

To comply with the new requirements, we increased resources in customer service and logistics, in our factories, and on our customs support teams.

We adapted our processes and systems for the new and increased number of customs transactions.

We continue to closely monitor and manage our inventory levels of imported raw materials, packaging and finished goods in the U.K. We have made investments in resources, systems and processes to meet the new ongoing requirements and we work to mitigate disruptions to our local supply chain and distribution, including those related to the recent transportation labor shortage in the U.K., to reduce the impact on our input and distribution costs.

Despite our efforts to control costs, we have seen inflationary cost pressures rise in our U.K. business this year, as we have also experienced in other markets.

If the U.K.’s separation from, or new trade arrangements with, the E.U. negatively impact the U.K. economy or result in disagreements on trade terms, delays affecting our supply chain or distribution, disruptions to sales or collections, or further increases in inflationary cost pressures, the impact to our results of operations, financial condition and cash flows could be material.

In 2021, we generated 9.3% of our net revenues in the U.K.

*Other Countries*.

Since we sell our products in over 150 countries and have operations in approximately 80 countries, we monitor economic and currency-related risks and seek to take protective measures in response to these exposures.

We continue to monitor the ongoing COVID-19 pandemic and related impacts to our \`business operations, currencies and net monetary exposures.

Since the global onset of COVID-19 in early 2020, most countries in which we do business experienced periods of significant economic uncertainty as well as exchange rate volatility.

At this time, except for Argentina which is accounted for as a highly inflationary economy, we do not anticipate any other countries in which we operate to be at risk of becoming highly inflationary economies.

Determining whether control has transferred requires an evaluation of relevant legal considerations, an assessment of the nature and extent of our continuing involvement with the assets transferred and any other relevant considerations.

When testing for asset impairment, we group assets and liabilities at the lowest level for which cash flows are separately identifiable.

Any significant impairment losses would be recorded within asset impairment and exit costs in the consolidated statements of earnings.

Long-term operating lease ROU assets and long-term operating lease liabilities are presented separately and operating lease liabilities payable in the next twelve months are recorded in other current liabilities.

Finance lease ROU assets are

Lease ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

All operating lease cash payments and interest on finance leases are recorded within cash flows from operating activities and all finance lease principal payments are recorded within cash flows from financing activities in the consolidated statements of cash flows.

We review our operating segment and reporting unit structure for goodwill testing annually or as significant changes in the organization occur.

In 2021, we performed a quantitative annual test.

For our Europe and North America reporting units, we used a market-based, weighted-average cost of capital of 6.4% to discount the projected cash flows of those operations, and for our Latin America and AMEA reporting units, we used a risk-rated discount rate of 9.4%.

Estimating the fair value of individual reporting units requires us to make assumptions and estimates regarding our future plans, industry and economic conditions, and our actual results and conditions may differ over time.

We predominantly sell food and beverage products across several product categories and in all regions as disclosed in Note 18, *Segment Reporting*.

ltem 9A.

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate to allow timely decisions regarding required disclosure.

Management, together with our CEO and CFO, evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2022.

Based on this evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2022.

Report of Management on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Our internal control over financial reporting is a process designed by, or under the supervision of, our CEO and CFO, or persons performing similar functions, and effected by the Company’s Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Our internal control over financial reporting includes those written policies and procedures that:

- pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets;

- provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles;

- provide reasonable assurance that receipts and expenditures are being made only in accordance with management and director authorization; and

- provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022.

Management based this assessment on criteria for effective internal control over financial reporting described in *Internal Control Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

The scope of Management’s assessment of internal control over financial reporting excludes Chipita, Clif Bar and Ricolino because they were acquired by the Company in purchase business combinations in 2022.

The total assets and total net revenues of Chipita, Clif Bar and Ricolino collectively represent 1.2% and 3.5%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2022.

Based on this assessment, management concluded that the Company’s internal control over financial reporting is effective as of December 31, 2022, based on the criteria in *Internal Control Integrated Framework* issued by the COSO.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2022, as stated in their report that appears under Item 8.

February 3, 2023

[Table](#i1bac4119b2194e06919226b76bc7fa22_7) [of Contents](#i1bac4119b2194e06919226b76bc7fa22_7)

Changes in Internal Control Over Financial Reporting

Management, together with our CEO and CFO, evaluated the changes in our internal control over financial reporting during the quarter ended December 31, 2022.

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[removed: [Table of](#i00c3280dc6ba4a3688ceadd396cd2a9a_7) [Contents](#i00c3280dc6ba4a3688ceadd396cd2a9a_7)][added: [Table](#i1bac4119b2194e06919226b76bc7fa22_7) [of Contents](#i1bac4119b2194e06919226b76bc7fa22_7)]

Information required by this Item 10 is included under the heading “Information about our Executive Officers” in Part I, Item 1 of this Form 10-K, as well as under the headings “Election of Directors,” “Corporate Governance – Governance Guidelines,” “Corporate Governance – Codes of Conduct,” “Board Committees and Membership – Audit Committee” and [removed: “Delinquent] [added: “Ownership of Equity Securities – Delinquent] Section 16(a) Reports” in our definitive Proxy Statement for our Annual Meeting of Shareholders scheduled to be held on May [removed: 18, 2022 (“2022] [added: 17, 2023 (“2023] Proxy Statement”).

All of this information from the [removed: 2022] [added: 2023] Proxy Statement is incorporated by reference into this Annual Report.

The information on our web site is not, and shall not be deemed to be, a part of this Annual Report or incorporated into any other filings we make with the SEC.

Information required by this Item 11 is included under the headings “Board Committees and Membership – People and Compensation Committee,” “Compensation of Non-Employee Directors,” “Compensation Discussion and Analysis,” “Executive Compensation Tables,” “People and Compensation Committee Report for the Year Ended December 31, [removed: 2021”] [added: 2022”] and “CEO Pay Ratio” in our [removed: 2022] [added: 2023] Proxy Statement.

The number of shares to be issued upon exercise or vesting of grants issued under, and the number of shares remaining available for future issuance under, our equity compensation plans at December 31, [removed: 2021] [added: 2022] were:

Information related to the security ownership of certain beneficial owners and management is included in our [removed: 2022] [added: 2023] Proxy Statement under the heading “Ownership of Equity Securities” and is incorporated by reference into this Annual Report.

| Equity compensation plans approved by security holders | | | 24,935,153 | | | | | | $46.31 | | | | | | 45,500,000 | | |

| Equity compensation plans approved by security holders | | | 28,165,034 | | | | | | $42.65 | | | | | | 48,932,017 | | |

Information required by this Item 13 is included under the headings “Corporate Governance – Director Independence” and “Corporate Governance – Review of Transactions with Related Persons” in our [removed: 2022] [added: 2023] Proxy Statement.

Information required by this Item 14 is included under the heading “Board Committees and Membership – Audit Committee” in our [removed: 2022] [added: 2023] Proxy Statement.

[removed: [Table of](#i00c3280dc6ba4a3688ceadd396cd2a9a_7) [Contents](#i00c3280dc6ba4a3688ceadd396cd2a9a_7)][added: [Table](#i1bac4119b2194e06919226b76bc7fa22_7) [of Contents](#i1bac4119b2194e06919226b76bc7fa22_7)]

| [Report of Independent Registered Public Accounting [removed: Firm](#i00c3280dc6ba4a3688ceadd396cd2a9a_88)] [added: Firm](#i1bac4119b2194e06919226b76bc7fa22_88)] (PCAOB ID 238) | | | [removed: [73](#i00c3280dc6ba4a3688ceadd396cd2a9a_88)] [added: [66](#i1bac4119b2194e06919226b76bc7fa22_88)] | | |

| [Consolidated Statements of [added: Comprehensive] Earnings for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#i00c3280dc6ba4a3688ceadd396cd2a9a_91)] [added: 2020](#i1bac4119b2194e06919226b76bc7fa22_94)] | | | [removed: [76](#i00c3280dc6ba4a3688ceadd396cd2a9a_91)] [added: [70](#i1bac4119b2194e06919226b76bc7fa22_94)] | | |

| [Consolidated Statements of [removed: Comprehensive] Earnings for the Years Ended December 31, [removed: 2021, 2020 and 2019](#i00c3280dc6ba4a3688ceadd396cd2a9a_94)] [added: 202](#i1bac4119b2194e06919226b76bc7fa22_91)[2](#i1bac4119b2194e06919226b76bc7fa22_91)[, 202](#i1bac4119b2194e06919226b76bc7fa22_91)[1](#i1bac4119b2194e06919226b76bc7fa22_91) [and 20](#i1bac4119b2194e06919226b76bc7fa22_91)[20](#i1bac4119b2194e06919226b76bc7fa22_91)] | | | [removed: [77](#i00c3280dc6ba4a3688ceadd396cd2a9a_94)] [added: [69](#i1bac4119b2194e06919226b76bc7fa22_91)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2021 and 2020](#i00c3280dc6ba4a3688ceadd396cd2a9a_97)] [added: 202](#i1bac4119b2194e06919226b76bc7fa22_97)[2](#i1bac4119b2194e06919226b76bc7fa22_97) [and 202](#i1bac4119b2194e06919226b76bc7fa22_97)[1](#i1bac4119b2194e06919226b76bc7fa22_97)] | | | [removed: [78](#i00c3280dc6ba4a3688ceadd396cd2a9a_97)] [added: [71](#i1bac4119b2194e06919226b76bc7fa22_97)] | | |

| [Consolidated Statements of Equity for the Years Ended December 31, [removed: 2021, 2020 and 2019](#i00c3280dc6ba4a3688ceadd396cd2a9a_100)] [added: 202](#i1bac4119b2194e06919226b76bc7fa22_100)[2](#i1bac4119b2194e06919226b76bc7fa22_100)[, 202](#i1bac4119b2194e06919226b76bc7fa22_100)[1](#i1bac4119b2194e06919226b76bc7fa22_100) [and 20](#i1bac4119b2194e06919226b76bc7fa22_100)[2](#i1bac4119b2194e06919226b76bc7fa22_100)[0](#i1bac4119b2194e06919226b76bc7fa22_100)] | | | [removed: [79](#i00c3280dc6ba4a3688ceadd396cd2a9a_100)] [added: [72](#i1bac4119b2194e06919226b76bc7fa22_100)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2021, 2020 and 2019](#i00c3280dc6ba4a3688ceadd396cd2a9a_103)] [added: 202](#i1bac4119b2194e06919226b76bc7fa22_103)[2](#i1bac4119b2194e06919226b76bc7fa22_103)[, 202](#i1bac4119b2194e06919226b76bc7fa22_103)[1](#i1bac4119b2194e06919226b76bc7fa22_103) [and 20](#i1bac4119b2194e06919226b76bc7fa22_103)[20](#i1bac4119b2194e06919226b76bc7fa22_103)] | | | [removed: [80](#i00c3280dc6ba4a3688ceadd396cd2a9a_103)] [added: [73](#i1bac4119b2194e06919226b76bc7fa22_103)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i00c3280dc6ba4a3688ceadd396cd2a9a_106)] [added: Statements](#i1bac4119b2194e06919226b76bc7fa22_106)] | | | [removed: [81](#i00c3280dc6ba4a3688ceadd396cd2a9a_106)] [added: [74](#i1bac4119b2194e06919226b76bc7fa22_106)] | | |

| 2.1 | | | | | | [Separation and Distribution Agreement between the Registrant and Kraft Foods Group, Inc., dated as of September 27, 2012 (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 1, 2012).](http://www.sec.gov/Archives/edgar/data/1103982/000119312512411522/d418430dex21.htm) | | | [added: | | |]

| 2.2 | | | | | | [Canadian Asset Transfer Agreement, by and between Mondelez Canada Inc. and Kraft Canada Inc., dated as of September 29, 2012 (incorporated by reference to Exhibit 2.3 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 25, 2013).](http://www.sec.gov/Archives/edgar/data/1103982/000119312513073227/d456052dex23.htm) | | | [added: | | |]

| 2.3 | | | | | | [Master Ownership and License Agreement Regarding Patents, Trade Secrets and Related Intellectual Property, among Kraft Foods Global Brands LLC, Kraft Foods Group Brands LLC, Kraft Foods UK Ltd. and Kraft Foods R&D Inc., dated as of October 1, 2012 (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 1, 2012).](http://www.sec.gov/Archives/edgar/data/1103982/000119312512411522/d418430dex103.htm) | | | [added: | | |]

| 2.4 | | | | | | [Master Ownership and License Agreement Regarding Trademarks and Related Intellectual Property, by and between Kraft Foods Global Brands LLC and Kraft Foods Group Brands LLC., dated as of September 27, 2012 (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 1, 2012).](http://www.sec.gov/Archives/edgar/data/1103982/000119312512411522/d418430dex104.htm) | | | [added: | | |]

| 3.1 | | | | | | [Amended and Restated Articles of Incorporation of the Registrant, effective March 14, 2013 (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2013).](http://www.sec.gov/Archives/edgar/data/1103982/000119312513207666/d512925dex31.htm) | | | [added: | | |]

| 3.2 | | | | | | [Amended and Restated By-Laws of the Registrant, effective as [removed: of March 17, 2020 (incorporated] [added: of](https://www.sec.gov/Archives/edgar/data/1103982/000119312522267587/d320978dex31.htm) [October 19, 2022](https://www.sec.gov/Archives/edgar/data/1103982/000119312522267587/d320978dex31.htm) [(incorporated] by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC [removed: on March 18, 2020).](http://www.sec.gov/Archives/edgar/data/1103982/000119312520077134/d902481dex31.htm)] [added: on](https://www.sec.gov/Archives/edgar/data/1103982/000119312522267587/d320978dex31.htm) [October 24, 2022).](https://www.sec.gov/Archives/edgar/data/1103982/000119312522267587/d320978dex31.htm)] | | | [added: | | |]

| 4.1 | | | | | | [Description of [removed: the](https://www.sec.gov/Archives/edgar/data/1103982/000110398222000003/a123121ex41.htm) [](https://www.sec.gov/Archives/edgar/data/1103982/000110398222000003/a123121ex41.htm)[Registrant's] [added: the Registrant's] capital stock and debt securities registered under Section 12 of the Exchange [removed: Act.](https://www.sec.gov/Archives/edgar/data/1103982/000110398222000003/a123121ex41.htm)] [added: Act.](https://www.sec.gov/Archives/edgar/data/1103982/000110398223000006/ex41_123122.htm)] | | | [added: | | |]

| 4.2 | | | | | | The Registrant agrees to furnish to the SEC upon request copies of any instruments defining the rights of holders of long-term debt of the Registrant and its consolidated subsidiaries that does not exceed 10 percent of the total assets of the Registrant and its consolidated subsidiaries. | | | [added: | | |]

| 4.3 | | | | | | [Indenture, by and between the Registrant and Deutsche Bank Trust Company Americas (as successor trustee to The Bank of New York and The Chase Manhattan Bank), dated as of October 17, 2001 (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-3 (Reg. No. 333-86478) filed with the SEC on April 18, 2002).](http://www.sec.gov/Archives/edgar/data/1103982/000095013002002716/dex41.txt) | | | [added: | | |]

| 4.4 | | | | | | [Indenture between the Registrant and Deutsche Bank Trust Company Americas, as trustee, dated as of March 6, 2015 (incorporated by reference to Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 24, 2017).](http://www.sec.gov/Archives/edgar/data/1103982/000119312517055858/d288385dex44.htm) | | | [added: | | |]

| 4.5 | | | | | | [Supplemental Indenture No. 1, dated February 13, 2019, between the Registrant and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the SEC on February 13, 2019).](http://www.sec.gov/Archives/edgar/data/1103982/000119312519038074/d706206dex42.htm) | | | [added: | | |]

| 4.6 | | | | | | [Supplemental Indenture No. 2, dated April 13, 2020, between Mondelēz International, Inc. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K filed with the SEC on April 13, 2020).](http://www.sec.gov/Archives/edgar/data/1103982/000119312520105325/d916110dex43.htm) | | | [added: | | |]

[removed: [Table of](#i00c3280dc6ba4a3688ceadd396cd2a9a_7) [Contents](#i00c3280dc6ba4a3688ceadd396cd2a9a_7)][added: [Table](#i1bac4119b2194e06919226b76bc7fa22_7) [of Contents](#i1bac4119b2194e06919226b76bc7fa22_7)]

| 4.7 | | | | | | [Indenture, by and between [removed: Mondelez] [added: Mondel](http://www.sec.gov/Archives/edgar/data/1103982/000119312516750814/d281401dex41.htm)[e](http://www.sec.gov/Archives/edgar/data/1103982/000119312516750814/d281401dex41.htm)[z] International Holdings Netherlands B.V, the Registrant and Deutsche Bank Trust Company Americas, dated as of October 28, 2016 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 28, 2016).](http://www.sec.gov/Archives/edgar/data/1103982/000119312516750814/d281401dex41.htm) | | | [added: | | |]

| 4.8 | | | | | | [First Supplemental Indenture, dated as of September 19, 2019, by and among [removed: Mondelez] [added: Mondel](http://www.sec.gov/Archives/edgar/data/1103982/000119312519249830/d807102dex42.htm)[e](http://www.sec.gov/Archives/edgar/data/1103982/000119312519249830/d807102dex42.htm)[z] International Holdings Netherlands B.V., as issuer, Mondelēz International, Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 20, 2019).](http://www.sec.gov/Archives/edgar/data/1103982/000119312519249830/d807102dex42.htm) | | | [added: | | |]

| 4.9 | | | | | | [Second Supplemental Indenture, dated as of October 2, 2019, by and among Mondelez International Holdings Netherlands B.V., as issuer, Mondelēz International, Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 2, 2019).](http://www.sec.gov/Archives/edgar/data/1103982/000119312519260755/d804026dex42.htm) | | | [added: | | |]

| 4.10 | | | | | | [Third Supplemental Indenture, dated as of September 22, 2020, by and among Mondelez International Holdings Netherlands B.V., as issuer, Mondelēz International, Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 24, 2020).](http://www.sec.gov/Archives/edgar/data/1103982/000119312520253361/d69877dex42.htm) | | | [added: | | |]

| 4.11 | | | | | | [Fourth Supplemental Indenture, dated as of September 9, 2021, by and among Mondelez International Holdings Netherlands B.V., as issuer, Mondelēz International, Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee, paying agent, transfer agent and registrar (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the SEC on September 13, 2021).](https://www.sec.gov/Archives/edgar/data/1103982/000119312521270208/d224864dex42.htm) | | | [added: | | |]

| 4.12 | | | | | | [Fifth Supplemental Indenture, dated as of September 24, 2021, by and among Mondelez International Holdings Netherlands B.V., as issuer, Mondelēz International, Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the SEC on September 24, 2021).](https://www.sec.gov/Archives/edgar/data/1103982/000119312521282494/d205090dex42.htm) | | | [added: | | |]

| [removed: 10.1] [added: 10.2] | | | | | | [Five-Year Revolving Credit Agreement, dated February [removed: 27, 2019,] [added: 23, 2022,] by and among [removed: the Registrant,] [added: Mondelēz International, Inc.,] the lenders named therein and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on February [removed: 27, 2019).](http://www.sec.gov/Archives/edgar/data/1103982/000119312519054359/d682610dex102.htm)] [added: 23, 2022).](https://www.sec.gov/Archives/edgar/data/1103982/000119312522049955/d320598dex102.htm)] | | | [added: | | |]

| [removed: 10.2] [added: 10.1] | | | | | | [364-Day Revolving Credit Agreement, dated February [removed: 24, 2021,] [added: 23, 2022,] by and among Mondelēz International, Inc., the lenders named therein and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the [removed: Registrant's] [added: Registrant’s] Current Report on Form 8-K filed with the SEC on February [removed: 24, 2021).](https://www.sec.gov/Archives/edgar/data/1103982/000119312521054610/d108317dex101.htm)] [added: 23, 2022).](https://www.sec.gov/Archives/edgar/data/1103982/000119312522049955/d320598dex101.htm)] | | | [added: | | |]

| [removed: 10.3] [added: 10.5] | | | | | | [Tax Sharing and Indemnity Agreement, by and between the Registrant and Kraft Foods Group, Inc., dated as of September 27, 2012 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 1, 2012).](http://www.sec.gov/Archives/edgar/data/1103982/000119312512411522/d418430dex101.htm) | | | [added: | | |]

| [removed: 10.4] [added: 10.6] | | | | | | [Global Contribution Agreement by and among Mondelēz International Holdings, LLC, Acorn Holdings B.V., Charger Top HoldCo B.V. and Charger OpCo B.V., dated May 7, 2014 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2014).](http://www.sec.gov/Archives/edgar/data/1103982/000119312514302145/d744588dex101.htm)* | | | [added: | | |]

| [removed: 10.5] [added: 10.7] | | | | | | [Amendment Agreement to Global Contribution Agreement by and among Mondelēz International Holdings LLC, Acorn Holdings B.V., Jacobs Douwe Egberts B.V. (formerly Charger Top HoldCo B.V.) and Jacobs Douwe Egberts International B.V. (formerly Charger OpCo B.V.), dated July 28, 2015 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on July 31, 2015).](http://www.sec.gov/Archives/edgar/data/1103982/000119312515272328/d940616dex103.htm)* | | | [added: | | |]

| [removed: 10.6] [added: 10.8] | | | | | | [Investor Rights Agreement between Acorn Holdings B.V., Mondelez Coffee HoldCo B.V. and JDE Peet’s B.V., dated May 25, 2020 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on June 2, 2020).](http://www.sec.gov/Archives/edgar/data/1103982/000119312520157978/d830096dex101.htm) | | | [added: | | |]

| [removed: 10.7] [added: 10.9] | | | | | | [Letter Agreement between Mondelez Coffee HoldCo B.V., Acorn Holdings B.V., Delta Charger HoldCo B.V., JDE Minority Holdings B.V. and JACOBS DOUWE EGBERTS B.V., dated May 30, 2020 (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the SEC on June 2, 2020).](http://www.sec.gov/Archives/edgar/data/1103982/000119312520157978/d830096dex102.htm) | | | [added: | | |]

| [removed: 10.8] [added: 10.10] | | | | | | [Investor Rights Agreement by and among Keurig Dr Pepper Inc., Maple Holdings B.V. and Mondelēz International Holdings LLC, dated July 9, 2018 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 10, 2018).](http://www.sec.gov/Archives/edgar/data/1103982/000119312518215145/d889773dex101.htm) | | | [added: | | |]

| [removed: 10.9] [added: 10.11] | | | | | | [Mondelez International Holdings Netherlands B.V. Deed of Adherence to the Investor Rights Agreement, dated July 23, 2021, and Deed of Assignment of Rights Under the Investor Rights Agreement between Mondelez Coffee HoldCo B.V. and Mondelez International Holdings Netherlands B.V., dated July 23, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed with the SEC on November 2, 2021).](https://www.sec.gov/Archives/edgar/data/1103982/000110398221000018/a93021ex101.htm) | | | [added: | | |]

| [removed: 10.10] [added: 10.12] | | | | | | [Settlement Agreement, between the Registrant and Kraft Foods Group, Inc., dated June 22, 2015 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on July 31, 2015).](http://www.sec.gov/Archives/edgar/data/1103982/000119312515272328/d940616dex102.htm) | | | [added: | | |]

| [removed: 10.11] [added: 10.13] | | | | | | [Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan, amended and restated as of February 3, 2017 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 3, 2017).](http://www.sec.gov/Archives/edgar/data/1103982/000119312517155252/d346910dex102.htm)+ | | | [added: | | |]

| [removed: 10.12] [added: 10.14] | | | | | | [removed: [2019](https://www.sec.gov/Archives/edgar/data/1103982/000110398219000010/a33119ex103.htm) [Form] [added: [2020 Form] of Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan Non-Qualified Global Stock Option Agreement (incorporated by reference to Exhibit [removed: 10.3] [added: 10.4] to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on [removed: May 1, 2019).](https://www.sec.gov/Archives/edgar/data/1103982/000110398219000010/a33119ex103.htm)+] [added: April 29, 2020).](https://www.sec.gov/Archives/edgar/data/1103982/000110398220000006/a33120ex104.htm)+] | | | [added: | | |]

| [removed: 10.13] [added: 10.16] | | | | | | [removed: [2020](https://www.sec.gov/Archives/edgar/data/1103982/000110398220000006/a33120ex104.htm) [Form] [added: [2022 Form] of Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan Non-Qualified Global Stock Option Agreement (incorporated by reference to Exhibit 10.4 to the [removed: Registrant’s] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1103982/000110398222000007/ex104_33122.htm)[’](https://www.sec.gov/Archives/edgar/data/1103982/000110398222000007/ex104_33122.htm)[s] Quarterly Report on Form 10-Q filed with the SEC on April [removed: 29, 2020).](https://www.sec.gov/Archives/edgar/data/1103982/000110398220000006/a33120ex104.htm)+] [added: 26, 2022).](https://www.sec.gov/Archives/edgar/data/1103982/000110398222000007/ex104_33122.htm)+] | | | [added: | | |]

| [removed: 10.14] [added: 10.15] | | | | | | [removed: [2021](https://www.sec.gov/Archives/edgar/data/1103982/000110398221000008/a33121ex102.htm) [Form] [added: [2021 Form] of Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan Non-Qualified Global Stock Option Agreement (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q filed with the SEC on [removed: April](https://www.sec.gov/Archives/edgar/data/1103982/000110398221000008/a33121ex102.htm) [28,] [added: April 28,] 2021).](https://www.sec.gov/Archives/edgar/data/1103982/000110398221000008/a33121ex102.htm)+ | | | [added: | | |]

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| 4.13 | | | | | | [Sixth Supplemental Indenture, dated as of September 15, 2022, by and among Mondelez International Holdings Netherlands B.V., as issuer, Mondelēz International, Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 16, 2022)](https://www.sec.gov/Archives/edgar/data/1103982/000119312522246483/d364250dex42.htm). | | | | | |

| 10.3 | | | | | | [Term Credit Agreement, dated March 31, 2022, by and among Mondelēz International, Inc., the lenders named therein and Mizuho Bank, Ltd., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 31, 2022).](https://www.sec.gov/Archives/edgar/data/1103982/000119312522091948/d320404dex101.htm) | | | | | |

| 10.4 | | | | | | [Term Credit Agreement, dated July 11, 2022, by and among Mondelēz International, Inc., the lenders named therein and Mizuho Bank, Ltd., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 12, 2022).](https://www.sec.gov/Archives/edgar/data/1103982/000119312522191997/d370459dex101.htm) | | | | | |

[Table](#i1bac4119b2194e06919226b76bc7fa22_7) [of Contents](#i1bac4119b2194e06919226b76bc7fa22_7)

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[Table](#i1bac4119b2194e06919226b76bc7fa22_7) [of Contents](#i1bac4119b2194e06919226b76bc7fa22_7)

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| 10.42 | | | | | | [Offer of Employment Letter, between the Registrant and Daniel E. Ramos, dated September 27, 2022.](https://www.sec.gov/Archives/edgar/data/1103982/000110398223000006/ex1042_123122.htm)+ | | | | | |

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[Table](#i1bac4119b2194e06919226b76bc7fa22_7) [of Contents](#i1bac4119b2194e06919226b76bc7fa22_7)

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| [Financial Statement Schedule-Valuation and Qualifying Accounts](#i00c3280dc6ba4a3688ceadd396cd2a9a_211) | | | S-[1](#i00c3280dc6ba4a3688ceadd396cd2a9a_211) | | |

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| 10.42 | | | | | | [Indemnification Agreement between the Registrant and Dirk Van de Put, dated November 20, 2017 (incorporated by reference to Exhibit 10.37 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 9, 2018).](http://www.sec.gov/Archives/edgar/data/1103982/000119312518037332/d466496dex1037.htm)+ | | |

[removed: [Table of](#i00c3280dc6ba4a3688ceadd396cd2a9a_7) [Contents](#i00c3280dc6ba4a3688ceadd396cd2a9a_7)][added: [Table](#i1bac4119b2194e06919226b76bc7fa22_7) [of Contents](#i1bac4119b2194e06919226b76bc7fa22_7)]

Date: February [removed: 4, 2022][added: 3, 2023]

| /s/ DIRK VAN DE PUT | | | | | | Director, Chairman and Chief Executive Officer | | | | | | February [removed: 4, 2022] [added: 3, 2023] | | |

| /s/ LUCA ZARAMELLA | | | | | | Executive Vice President and Chief Financial Officer | | | | | | February [removed: 4, 2022] [added: 3, 2023] | | |

| /s/ MICHAEL CALL | | | | | | Senior Vice President, Corporate Controller and Chief Accounting Officer | | | | | | February [removed: 4, 2022] [added: 3, 2023] | | |

| /s/ LEWIS W.K. BOOTH | | | | | | Director | | | | | | February [removed: 4, 2022] [added: 3, 2023] | | |

| /s/ CHARLES E. BUNCH | | | | | | Director | | | | | | February [removed: 4, 2022] [added: 3, 2023] | | |

| /s/ ERTHARIN COUSIN | | | | | | Director | | | | | | February [removed: 4, 2022] [added: 3, 2023] | | |

| /s/ LOIS D. JULIBER | | | | | | Director | | | | | | February [removed: 4, 2022] [added: 3, 2023] | | |