Mondelez International (MDLZ) 10-K risk factor changes: FY2023 vs FY2022

These conditions include global competition for resources; currency fluctuations; geopolitical conditions or conflicts (including the ongoing war in Ukraine and international sanctions imposed on Russia for its invasion of [removed: Ukraine);] [added: Ukraine, developments in the Middle East and rising tensions between China and Taiwan);] inflationary pressures related to domestic and global economic conditions or supply chain issues; transportation and labor disruptions; tariffs or other trade barriers; government intervention to introduce living income premiums or similar requirements such as those announced in 2019 in two of the main cocoa-growing countries; changes in environmental or trade policy and regulations, alternative energy and agricultural programs; severe weather; agricultural productivity; crop disease or pests; water risk; health [removed: pandemics including COVID-19;] [added: pandemics;] forest [removed: fires;] [added: fires and other natural disasters; acts of terrorism; cybersecurity incidents;] supplier capacity; and consumer or industrial demand.

If our mitigation activities are not effective, if we are unable to price to cover increased costs [added: (including if we are delayed in our ability to raise prices] or [added: unable to raise the prices of our products enough to keep up with the rate of inflation), if we] must reduce our prices, if increased prices affect demand for our [removed: products,] [added: products (including if consumers forego purchasing certain of our products] or [added: switch to “private label” or lower-priced product offerings), or] if we are limited by supply or distribution constraints, our financial condition, results of operations, cash flows and stock price can be materially adversely affected.

We are a global company and generated [removed: 73.6%] [added: 73.4%] of our [removed: 2022] [added: 2023] net revenues, [removed: 75.1%] [added: 73.6%] of our [removed: 2021] [added: 2022] net revenues and [removed: 73.2%] [added: 75.1%] of our [removed: 2020] [added: 2021] net revenues outside the United States.

In addition, increased political and economic changes or volatility, geopolitical regional conflicts, terrorist activity, political unrest, civil strife, acts of war, government shutdowns, travel or immigration restrictions, tariffs and other trade restrictions, public health risks or [removed: pandemics including COVID-19,] [added: pandemics,] 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.

All of these factors could result in increased costs or decreased revenues and could materially and adversely affect our product sales, financial condition, results of operations, cash flows, stock price, and our relationships with customers, suppliers and employees in the [removed: short] [added: short-] or [removed: long term.][added: long-term.]

We have discontinued new capital investments and suspended our advertising [removed: spending in Russia.]

As the business and geopolitical environment continues to change, our operations and activity in Russia, which accounted for [removed: 4.0%] [added: 2.9%] of [removed: 2022] [added: 2023] consolidated net revenues, or Ukraine, which accounted for [removed: 0.3%] [added: 0.4%] of [removed: 2022] [added: 2023] consolidated net revenues, may decline or be further scaled back.

[added: We might also face] 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 [removed: has materially disrupted] [added: continues to disrupt] commodity markets, including for wheat, energy and energy-related commodities, and [removed: is contributing] [added: continues] to [added: contribute 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; [added: difficulty protecting] and [added: enforcing our intellectual property rights; and] heightened risk to employee [removed: safety.][added: safety including health and safety risks related to securing and maintaining facilities.]

We operate in a highly competitive industry [removed: and] [added: where] we face risks related to the execution of our strategy [removed: and] [added: as well as] our [added: ability or willingness to respond,] timely [removed: response] [added: or otherwise,] to channel [removed: shifts and] [added: shifts,] pricing and other competitive pressures.

Our principal competitors [removed: include] [added: are] food, snack and beverage companies that operate globally, regionally and [removed: locally.][added: locally, and, in many markets, include retailers with their own branded and private label products.]

Failure to effectively respond to [added: actions, innovations or other] challenges from our competitors could adversely affect our business.

Competitor and customer pressures require that we timely and effectively respond to changes in [added: relevant markets, including changes to] distribution channels and technological [removed: developments that may require changes in our prices.][added: developments.]

These pressures could affect our [added: prices, including our] ability to [removed: increase prices] [added: price] in response to commodity and other cost increases.

Failure to effectively and timely assess new or developing trends, technological advancements [added: (including advancements such as artificial intelligence, machine learnings and augmented reality, which may become critical in understanding consumer preferences in the future)] or changes in distribution methods and set proper pricing, including as a result of inflation or weak economic conditions or recessions, or effective trade incentives could negatively impact [added: availability of or] 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.

The rapid growth of some channels, such as discounters as well as digital commerce which has expanded significantly following the onset of the COVID-19 pandemic, may impact our current operations or strategies more quickly than we planned for, create consumer price [removed: deflation, alter the buying behavior of consumers or disrupt our retail customer relationships.]

We may need to increase or reallocate spending on existing and new distribution channels and technologies, marketing, advertising and new product innovation to [removed: protect] [added: maintain] or increase revenues, market share and brand significance.

During [removed: 2022,] [added: 2023,] 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.

[removed: Failure] [added: Actual or perceived 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 and] [added: products,] the sustainability of our ingredients, our supply chain [added: (including human rights] and [added: animal welfare issues) and] our packaging (including plastic packaging and its ability to be recycled and other environmental impacts) could adversely affect our brands.

[added: 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 October 2025, and new measures restricting certain promotions [removed: are expected to go] [added: and in-store placement of some of those products recently went] into [removed: effect in October 2023.][added: effect.]

[removed: Our product sponsorship] relationships, including those with celebrity spokespersons, influencers or group affiliations, could also subject us to negative publicity.

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

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

[added: Increasing] 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.

For example, consumers have increasingly focused on well-being, including reducing sodium and added sugar [removed: consumption,] [added: consumption or using weight-loss drugs to reduce consumption overall or change consumption patterns,] as well as the source and authenticity of ingredients in the foods they consume.

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

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

[removed: We also focus on] [added: Further, we have 24/7 security operations,] enhancing the monitoring and detection of threats in our environment, including but not limited to the manufacturing environment and operational technologies, as well as adjusting information security controls based on [removed: the updated threat.][added: our threat intelligence information.]

Due to the constantly evolving and complex nature of [removed: security threats,] [added: cyber threat actors,] we cannot predict the form and impact of any future incident, and the cost and operational expense of implementing, maintaining and enhancing protective measures to guard against increasingly complex and sophisticated cyber threats could increase significantly.

We utilize an interdependent supply chain – a complex network of suppliers and material needs, owned and leased manufacturing locations, external manufacturing partners, distribution networks, shared service delivery centers and information systems that support [removed: our ability to provide our products to our customers consistently.]

[added: Factors that are hard to predict or beyond our] control, like weather, natural disasters, water and energy availability, supply and commodity shortages, port congestions or delays, transport capacity constraints, terrorism, political unrest or armed hostilities (including the ongoing war in [removed: Ukraine),] [added: Ukraine and developments in the Middle East),] cybersecurity incidents, labor shortages, [removed: strikes,] [added: strikes or work stoppages,] operational and/or financial instability of our key suppliers and other vendors or service providers, government shutdowns or health [removed: pandemics such as COVID-19,] [added: pandemics,] including any potential impact of climate change on these factors, could damage or disrupt our operations or those of our suppliers, their suppliers, our external manufacturing partners, distributors or other business partners.

Our success depends, in part, upon our ability to identify suitable transactions; negotiate favorable contractual terms; comply with applicable regulations and receive necessary consents, clearances and approvals (including regulatory and antitrust clearances and [removed: approvals);] [added: approvals that may face increased scrutiny);] integrate or separate businesses; manage or achieve performance of ESG goals and initiatives; realize the full extent of the benefits, cost savings or synergies presented by strategic transactions; offset loss of revenue associated with divested brands or businesses; effectively implement control environment processes; minimize adverse effects on existing business relationships with suppliers and customers; achieve accurate estimates of fair value; minimize potential loss of customers or key employees; and minimize indemnities and potential disputes with buyers, sellers and strategic partners.

Equity investments such as our investments in JDE Peet’s N.V. [removed: and Keurig Dr Pepper Inc.,] joint [removed: ventures] [added: venture] and other strategic alliances pose additional risks, as we could share ownership in both public and private companies and in some cases management responsibilities with one or more other parties whose objectives for the alliance may diverge from ours over time, who may not have the same priorities, strategies or resources as we do, or whose interpretation of applicable policies may differ from our own.

[removed: Depending on the nature of the] business ventures, including whether they operate globally, these ventures could also be subject to many of the same risks we are, including political, economic, regulatory and compliance risks, currency exchange rate fluctuations, and volatility of commodity and other input prices.

[added: Either partner might fail to] recognize an alliance relationship that could expose the business to higher risk or make the venture not as productive as expected.

Further, developing and collecting, measuring and reporting ESG-related information and metrics can be costly, difficult and time consuming and is subject to evolving reporting standards, including [added: recent legislation in California related to reporting greenhouse gas emissions and climate-related financial risk,] the SEC’s proposed climate-related reporting requirements, and similar proposals by other international regulatory [removed: bodies.][added: bodies such as the Corporate Sustainability Reporting Directive in the European Union, especially to the extent these standards are not harmonized or consistent.]

If our sustainability practices do not meet evolving investor or other stakeholder expectations and [removed: standards,] [added: standards or if we are unable to satisfy all stakeholders,] our reputation, our ability to attract or retain [removed: employees] [added: employees, our sales] and our attractiveness as an investment, business partner or as an acquiror could be negatively impacted.

Similarly, our failure or perceived failure to pursue or fulfill our goals, targets and objectives, to comply with ethical, environmental or other standards, regulations or expectations, or to satisfy various reporting standards with respect to these matters, within the timelines we announce, or at all, could have the same negative impacts, as well as expose us to government enforcement [removed: actions] [added: actions, fines] and private litigation.

Decreased agricultural productivity caused by climate change [removed: might] [added: has and in the future may continue to] limit the availability of the commodities we purchase and use and increase the costs of such products.

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For example, the ongoing developments in the Middle East could impact demand for our products or result in increased supply chain costs or other cost impacts.

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spending in Russia.

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deflation, alter the buying behavior of consumers or disrupt our retail customer relationships.

Further, our ability to compete may be limited by an inability to secure new retailers or maintain or add shelf and/or retail space for our products.

There can be no assurance that retailers will provide sufficient, or any, shelf space, nor that online retailers will provide online access to, or adequate product visibility on, their platform.

Unattractive placement or pricing may put our products at a disadvantage compared to those of our competitors.

Even if we obtain shelf space or preferable shelf placement, our new and existing products may fail to achieve the sales or pricing expectations set by our retailers, potentially causing these retailers to remove our products from their shelves.

Our product sponsorship

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Placement of our advertisements in social media may also result in damage to our brands if the media itself experiences negative publicity.

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consumers, partners, suppliers, or governmental or regulatory authorities to be misused or breached.

Cyber threats to externally-hosted technology and business services are beyond our control.

Furthermore, the rapid evolution and increased adoption of artificial intelligence technologies may intensify our cybersecurity risks.

We continue to invest and augment our cybersecurity program and posture with enhanced identity and access management solutions, multi-factor authentication, risk-based access for remote connectivity, privileged access management, network security, backup and disaster recovery, training and awareness, in addition to advance threat protection emanating from sophisticated, persistent and state-sponsored threat actors, including from internet browsing to email, further reducing our attack surface and likelihood of credential thefts and compromise.

Laws recently passed in other jurisdictions, such as the Personal Information Protection Law of 2021, enacted in China, and the Digital Personal Data Protection Act of 2023, enacted in India, similarly impose significant regulatory requirements.

In addition, similar legislation in Virginia, Colorado, Utah and Connecticut, all of which have gone into effect or will go into effect during 2023, impose transparency and other obligations with respect to personal data of their respective residents and provide residents with similar rights.

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our ability to provide our products to our customers consistently.

For example, in 2022 we acquired Chipita, Clif Bar and Ricolino and in 2023, we completed the sale of our developed market gum business in the United States, Canada and Europe and sold our remaining equity investment in Kuerig Dr Pepper Inc. Such transactions and investments present significant challenges and risks.

Depending on the nature of the

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

We might also face

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.

Global or regional health pandemics or epidemics, including COVID-19, could negatively impact our business operations, financial performance and results of operations.

Our business and financial results could be negatively impacted by COVID-19 or other pandemics or epidemics.

The severity, magnitude and duration of global or regional pandemics or epidemics are uncertain and hard 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 ways.

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.

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

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.

Additionally, government or regulatory responses to pandemics could negatively impact our business.

Mandatory lockdowns or other restrictions on operations in some countries temporarily disrupted our ability to distribute our products in some markets.

Resumption, continuation or expansion of these disruptions could materially adversely impact our operations and results.

These and other impacts of the COVID-19 or other global or regional health pandemics or epidemics could have 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, consumer preferences, supply chain, product sales, 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 and the effectiveness of vaccines.

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

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

Increasing

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.

We continue to devote focused resources to network security, backup and disaster recovery, enhanced training and other security measures to protect our systems and data, such as advanced email protection to reduce the likelihood of credential thefts and electronic fraud attempts.

In addition, the California Privacy Rights Act, which grants a private right of action to individuals and expands rights and obligations, and the Virginia Consumer Data Protection Act became effective on January 1, 2023, and the Colorado Privacy Act will enter into effect on July 1, 2023.

Factors that are hard to predict or beyond our

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

Such transactions and investments present significant challenges and risks.

Either partner might fail to

manufacturing partners, distributors or other business partners and could increase our insurance and other operating costs.

might seek to hire, including in response to changes brought on by the COVID-19 pandemic, with respect to flexible working or other matters.

On-site quality audits of third parties such as suppliers, external manufacturers and trademark licensees have been limited in some instances by travel restrictions and heightened safety protocols in light of COVID-19, and remote audits do not fully offset risks from the inability to conduct on-site audits.

On August 16, 2022, the U.S. enacted the Inflation Reduction Act of 2022, which, among other things, implements a 15% minimum tax on book income of certain large corporations, a 1% excise tax on net stock repurchases and several tax incentives to promote clean energy.

We also continue to monitor countries’ progress toward enactment of the Organization of Economic Cooperation and Development’s model rules on a global minimum tax.

During December 2022, the European Union reached agreement on the introduction of a minimum tax directive requiring each member state to enact local legislation.

Additionally, South Korea became the first country to enact minimum tax rules, which will be effective for fiscal years beginning on or after January 1, 2024.

These specific actions did not impact our consolidated financial statements in 2022, but future enacted legislation in this area could have a material effect on us if enacted.

We continue to observe significant market [added: and geopolitical] uncertainty, [removed: increasing] inflationary pressures, supply [removed: constraints,] [added: constraints and] exchange rate [removed: volatility as well as ongoing effects from the COVID-19 pandemic.][added: volatility.]

[removed: Additionally, global supply chain, transportation and labor issues escalated and] [added: As a result,] we experienced significantly higher operating costs, including higher overall raw material, [removed: transportation,] labor and energy costs that have continued to rise.

Our overall outlook for future snacks revenue growth remains strong; however, we anticipate ongoing [removed: volatility in response to COVID-related risks and supply chain issues, including labor and transportation constraints.][added: volatility.]

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

[removed: For] [added: In February 2022, following] the [removed: safety] [added: Russian military invasion] of [removed: our employees,] [added: Ukraine,] we stopped production and closed our facilities in Ukraine; since then we have [removed: been gradually restoring operations, continuing to take] [added: taken] steps to protect the safety of our employees and [removed: partially re-opening] [added: to restore operations at] our two [removed: plants.][added: manufacturing facilities, which were significantly damaged in March 2022.]

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

We continue to evaluate the situation in Ukraine and Russia and our ability to control our operating activities and businesses on an ongoing [removed: basis,] [added: basis] and [added: comply with applicable international sanctions, and] we continue to consolidate both our Ukrainian and Russian subsidiaries.

[removed: Prior to the onset of the war,] [added: During 2023,] Ukraine generated [removed: 0.5%] [added: 0.4%] and Russia generated 2.9% of [removed: 2021] consolidated net [removed: revenues] [added: revenue] and [removed: in] [added: during] 2022, Ukraine generated 0.3% and Russia generated 4.0% of consolidated net revenue.

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

[removed: Equity Method Investment Transactions][added: | Gain on equity method investment transactions (5) | | | 0.02 | | | | | | (0.39) | | | | | | 0.41 | | | | | | | | |]

*JDE Peet’s [removed: Transactions*][added: Transactions (Euronext Amsterdam: “JDEP”)*]

In 2022, we sold approximately 18.6 million of our shares back to [removed: JDE Peet’s,] [added: JDEP,] which reduced our ownership interest by approximately [removed: 3% to 19.8%.][added: 3.0 percentage points.]

If all bonds were redeemed in exchange for shares, this would represent approximately 8.5 million shares or approximately [removed: 9%] [added: 10%] of our equity interest in [removed: JDE Peet's.][added: JDEP.]

*Keurig Dr Pepper [removed: Transactions:*][added: Transactions (Nasdaq: "KDP")*]

In 2021, we sold approximately 42.7 million [removed: shares,] [added: shares in KDP,] which reduced our ownership interest by [removed: 3.0%] [added: 3.0 percentage points] to 5.3%.

In [removed: 2020,] [added: 2023,] we sold approximately [removed: 73.4] [added: 9.9] million [added: of our] shares, which reduced our ownership interest by [removed: 5.2%] [added: 2.0 percentage points, from 19.7%] to [removed: 8.4%.][added: 17.7%.]

For additional information, refer to Note 7, [removed: *Equity Method Investments*] [added: *Investments*] and Note 10, *Financial Instruments.*

[removed: See] [added: (8)Refer to] Note 1, *Summary of Significant Accounting Policies* [removed: *– Currency] [added: – *Currency] Translation and Highly Inflationary [removed: Accounting*] [added: Accounting*,] for [removed: additional details.][added: information on our application of highly inflationary accounting for Argentina and Türkiye.]

Based on [removed: our initial analysis of] the [removed: provisions, we expect to meet the criteria of a large corporation but] [added: guidance available thus far,] we do not [removed: believe] [added: expect] this legislation [removed: will] [added: to] have a material impact on our consolidated financial [removed: statements.][added: statements but we will continue to evaluate it as additional guidance and clarification becomes available.]

- Net revenues were approximately [removed: $31.5] [added: $36.0] billion in [removed: 2022] [added: 2023] and [removed: $28.7] [added: $31.5] billion in [removed: 2021,] [added: 2022,] an increase of [removed: 9.7%] [added: 14.4%] in [removed: 2022] [added: 2023] and an increase of [removed: 8.0%] [added: 9.7%] in [removed: 2021.][added: 2022.]

In both [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] our net revenue growth continued to reflect increased demand for most of our snack category products in both our emerging and developed markets.

–Net revenues increased in 2022, driven by higher net pricing, incremental net revenues from our acquisitions of Chipita, Clif Bar and Ricolino in 2022 and Gourmet Foods and Grenade in 2021 and favorable volume/mix, partially offset by a significant impact from unfavorable currency translation, as the U.S. dollar strengthened relative to most currencies we operate in compared to exchange rates in the prior [removed: year] [added: year,] and [added: a decline in our developed market gum business, divested in 2023, and] the impact [removed: of divestitures.][added: from our divestitures in 2022.]

–Net revenues increased in [removed: 2021,] [added: 2023,] driven by [removed: favorable volume/mix,] higher net pricing, [added: incremental net revenues from our acquisitions of Clif Bar and Ricolino in 2022, favorable volume/mix and incremental net revenue from] a [added: short-term distributor agreement related to the sale of our developed market gum business, partially offset by a] significant impact from [removed: favorable] [added: unfavorable] currency translation, as [added: the U.S. dollar strengthened relative to] most currencies we operate in [removed: strengthened against the U.S. dollar] compared to exchange rates in the prior year, and [removed: incremental net revenues from our acquisitions] [added: the impact] of [removed: Gourmet Foods, Grenade and Hu in 2021 and Give & Go] [added: our developed market gum divestiture] in [removed: 2020.][added: 2023.]

Organic Net Revenue increased in both [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] due to higher net pricing and favorable volume/mix.

[removed: We use Organic Net Revenue as it provides improved year-over-year comparability of our underlying operating results (see] [added: Refer to *Non-GAAP Financial Measures* for] the definition of Organic Net Revenue and [added: *Consolidated Results of Operations* for] our reconciliation with net [removed: revenues within *Non-GAAP Financial Measures* appearing later in this section).][added: revenues.]

- Diluted EPS attributable to Mondelēz International [removed: decreased 35.5%] [added: increased 84.7%] to [removed: $1.96] [added: $3.62] in [removed: 2022] [added: 2023] and [removed: increased 23.1%] [added: decreased 35.5%] to [removed: $3.04] [added: $1.96] in [removed: 2021.][added: 2022.]

–Diluted EPS decreased in 2022 driven by lapping [removed: prior-year] [added: prior year] net gains on equity method transactions, unfavorable year-over-year mark-to-market impacts from currency and commodity derivatives, the impact from 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, [removed: lower net earnings from divestitures,] higher remeasurement loss of net monetary [removed: position and] [added: position,] inventory step-up charges incurred in [removed: 2022,] [added: 2022 and lower net earnings from divestitures,] partially offset by [removed: an increase in Adjusted EPS,] lower Simplify to Grow program costs, [added: an increase in Adjusted EPS,] 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.

–Diluted EPS increased in [removed: 2021] [added: 2023] driven by an increase in Adjusted EPS, [removed: lapping prior-year costs associated with the JDE Peet’s transaction,] [added: a gain on marketable securities,] favorable year-over-year [added: change in] mark-to-market impacts from currency and commodity derivatives, [added: higher net gain on equity method investment transactions,] lower [added: impact from the European Commission legal matter, lapping prior year acquisition-related costs, lapping prior year incremental costs due to the war in Ukraine, a gain on divestiture, lapping prior year loss on debt extinguishment, lower] intangible asset impairment [removed: charges,] [added: charges and] lapping [removed: the prior-][added: prior year inventory step-up charges.]

[removed: On] [added: Adjusted EPS on] a constant currency [removed: basis, Adjusted EPS increased 11.9% to $3.19 in 2022 and increased 8.7% to $2.76] [added: basis was $3.02] in [added: 2022, up $0.32 (11.9%) from] 2021.

–Adjusted EPS increased in [removed: 2021,] [added: 2023,] driven by operating gains, [removed: favorable currency translation, fewer shares outstanding, higher equity method investment earnings and] [added: impact from acquisitions,] lower interest expense, [added: fewer shares outstanding and dividend income from marketable securities,] partially offset by [added: unfavorable currency translation,] higher taxes [removed: primarily due to a] [added: and] lower [removed: net] benefit [removed: from non-recurring discrete tax items.][added: plan non-service income.]

[removed: We use these measures as they provide improved year-over-year comparability of our underlying results (see] [added: Refer to *Non-GAAP Financial Measures* for] the definition of Adjusted EPS and [added: *Consolidated Results of Operations* for] our reconciliation with diluted [removed: EPS within *Non-GAAP Financial Measures* appearing later in this section).][added: EPS.]

We have provided [added: the] reconciliations between [removed: our] [added: the] GAAP and non-GAAP financial measures [removed: in *Non-GAAP] [added: along with a discussion of our underlying GAAP results throughout our *Management’s Discussion and Analysis of] Financial [removed: Measures*, which appears later] [added: Condition and Results of Operations*] in this [removed: section.][added: Form 10-K.]

[removed: *Demand* –] We monitor consumer spending and our market share within the food and beverage categories in which we sell our products.

[removed: *Long-Term Demographics and Consumer Trends* –] Snack food consumption is highly correlated to GDP growth, urbanization of populations and rising discretionary income levels associated with a growing middle class, particularly in emerging markets.

Consumers are also interested in buying snacks conveniently, whether through same-day delivery [removed: apps,] [added: platforms,] shipped sources or different retail settings.

[removed: *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 trends.

We adjust our product prices based on a number of variables including market factors, transportation, logistics and changes in our product input costs, and we have increased prices to control costs given [removed: recent] significant cost inflation.

[removed: *Operating Costs* –] Our operating costs include raw materials, labor, selling, general and administrative expenses, taxes, currency impacts and financing costs.

We experienced significantly higher operating costs, including higher overall raw [removed: material, transportation, labor] [added: material] and [removed: fuel] [added: labor] costs that have continued to rise.

| | | | See Note | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

We continue to support our Ukraine employees, including paying salaries to those not yet able to return to work until full production returns.

Our Russian net revenues declined in 2023 due to continued suspension of advertising as well as currency weakness.

Despite the decrease in revenues, the profitability of our Russian business in 2023 remained above historical levels.

Our operations in Russia are subject to risks, including the temporary or permanent loss of assets or our ability to conduct business operations in Russia and the partial or full impairment of our Russian assets in future periods, or the termination of our business operations, based on actions taken by Russia, other parties or us.

For more information, see Item 1A, *Risk Factors*, including the risk entitled “*The war in Ukraine has impacted and could continue to impact our business operations, financial performance and results of operations.*”

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| | | | 32 | | |  | | |

Developments in the Middle East

In October 2023, conflict developed in the Middle East between Hamas and Israel, and conflict has expanded throughout the region.

In the fourth quarter of 2023, we experienced minor sales impact related to this conflict in certain AMEA markets, but this did not have a material impact on our business, results of operations or financial condition.

We continue to evaluate the impacts of these developments on our business and we cannot predict if it will have a significant impact in the future.

On October 1, 2023, we completed the sale of our developed market gum business to Perfetti Van Melle Group, excluding the Portugal business which we retained pending regulatory approval.

After obtaining the regulatory approval, we completed the sale of the Portugal business to Perfetti Van Melle Group on October 23, 2023.

Investment Transactions

We recorded a loss of €21 million ($23 million).

In 2023, we sold the remainder of our shares in KDP, representing approximately 76 million shares.

Our reduction in ownership to below 5% eliminated our significant influence over KDP, resulting in a change in accounting from equity method investment accounting to accounting for equity interests with readily determinable fair values in the first quarter of 2023.

Prior to this change, we recorded a pre-tax gain on equity method transactions of $493 million ($368 million after-tax)- in 2023.

After the change in accounting, we recorded pre-tax gains for marketable securities of $606 million in 2023.

As of December 31, 2023, numerous countries have now enacted the Organization of Economic Cooperation and Development’s model rules on a global minimum tax, with the earliest effective date being for taxable years beginning after December 31, 2023.

| | | | | | | | | |

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| | | | 33 | | |  | | |

Refer to *Non-GAAP Financial Measures* for the definitions of our non-GAAP financial measures and *Consolidated Results of Operations* for the respective reconciliations.

*Demand*

*Long-Term Demographics and Consumer Trends*

*Pricing*

*Operating Costs*

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| | | | 34 | | |  | | |

- Organic Net Revenue, a non-GAAP financial measure, increased 14.7% to $35.6 billion in 2023 and increased 12.3% to $31.7 billion in 2022.

These favorable items were partially offset by higher acquisition integration costs and contingent consideration adjustments, higher equity method investee items, higher negative initial impacts from enacted tax law changes, higher remeasurement loss of net monetary position, lower operating results from divestitures, higher divestiture-related costs, lapping prior year 2017 malware incident net recoveries and higher Simplify to Grow program costs.

–Adjusted EPS, a non-GAAP financial measure, increased 14.3% to $3.19 in 2023 and increased 3.3% to $2.79 in 2022.

On a constant currency basis, Adjusted EPS increased 19.0% to $3.32 in 2023 and increased 11.9% to $3.02 in 2022.

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| | | | 35 | | |  | | |

| Gain on marketable securities | | | Note 7 | | | | | | 593 | | | | | | — | | | | | | — | | |

Throughout the pandemic, we experienced an overall increase in demand and revenue growth as consumers increased their food purchases for in-home consumption in some markets, while parts of our business were negatively affected by related lockdowns and restrictions.

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

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.

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

We are complying and will comply with applicable international sanctions

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

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 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*.

In 2020, we exchanged our 26.4% ownership interest in JDE for a 26.5% equity interest in JDE Peet’s, which was then taken public.

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%.

We recorded a pre-tax gain of $865 million (or $662 million after-tax).

Highly Inflationary Accounting

*Türkiye.* During the first quarter of 2022, we concluded that Türkiye became a highly inflationary economy for accounting purposes.

As of April 1, 2022, we began to apply highly inflationary accounting for our subsidiaries operating in Türkiye.

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 October 2025, and new measures restricting certain promotions are expected to go into effect in October 2023.

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

Although we are unable to estimate precisely the impact of the restrictions, they did not have a significant impact on our consolidated financial statements in 2022.

On August 16, 2022, the U.S. enacted the Inflation Reduction Act of 2022, which, among other things, implements a 15% minimum tax on book income of certain large corporations, a 1% excise tax on net stock repurchases and several tax incentives to promote clean energy.

We will continue to evaluate it as additional guidance and clarification becomes available.

We also continue to monitor countries’ progress toward enactment of the Organization of Economic Cooperation and Development’s model rules on a global minimum tax.

During December 2022, the European Union reached agreement on the introduction of a minimum tax directive requiring each member state to enact local legislation.

Additionally, South Korea became the first country to enact minimum tax rules, which will be effective for fiscal years beginning on or after January 1, 2024.

These specific actions did not impact our consolidated financial statements in 2022 but future enacted legislation in this area could have a material effect on us, if enacted.

- Organic Net Revenue increased 12.3% to $32.2 billion in 2022 and increased 5.1% to $27.9 billion in 2021.

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.

These factors were partially offset by a lower gain on equity method investment transactions, higher initial impacts from enacted tax law changes, lower net earnings from divestitures, lapping the prior-year benefit from the resolution of tax matters and higher impact from pension participation changes.

–Adjusted EPS increased 3.5% to $2.95 in 2022 and increased 12.2% to $2.85 in 2021.

Adjusted EPS and Adjusted EPS on a constant currency basis are non-GAAP financial measures.

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

Refer to *Recent Developments and Significant Items Affecting Comparability* and *Financial Outlook* above for updates on recent supply chain, [removed: transportation,] labor and other disruptions that are increasing operating costs and impacting our results.

Our primary exposures include movements in U.S. Treasury rates, corporate credit spreads, commercial paper rates as well as limited debt tied to [removed: London Interbank Offered] [added: Secured Overnight Financing] Rates [removed: (“LIBOR”).][added: (“SOFR”).]

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

*Value at [removed: Risk:*][added: Risk*]

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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and over each of the four prior quarters for the calculation of average VAR amounts during each year.

As of December 31, [removed: 2022] [added: 2023] and December 31, [removed: 2021,] [added: 2022,] 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: 12/31/21] [added: 12/31/23] | | | | | | Average | | | | | | High | | | | | | Low | | | | | | At [removed: 12/31/21] [added: 12/31/23] | | | | | | Average | | | | | | High | | | | | | Low | | |

| Foreign currency rates | | | $ | [removed: 11] [added: 14] | | | | | $ | [removed: 11] [added: 17] | | | | | $ | [removed: 13] [added: 18] | | | | | $ | [removed: 9] [added: 14] | | | | | | | | | | | | | | | | | | | | | | | | | |

| Commodity prices | | | [removed: 52] [added: 21] | | | | | | [removed: 41] [added: 40] | | | | | | [removed: 61] [added: 86] | | | | | | [removed: 24] [added: 18] | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| | | | 61 | | |  | | |

| Interest rates | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 119 | | | | | $ | 144 | | | | | $ | 234 | | | | | $ | 89 | |

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| | | | 62 | | |  | | |

The last publication date of LIBOR rates against various currencies by the Financial Conduct Authority in the United Kingdom was December 31, 2021, with the publication of certain USD rates being phased out after June 30, 2023.

We did not have a significant impact to our financial position from the phase out of LIBOR, nor do we expect a significant impact from the remaining phase out given our current mix of variable and fixed-rate debt.

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| Interest rates | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 135 | | | | | $ | 104 | | | | | $ | 135 | | | | | $ | 79 | |

We are one of the world’s largest snack companies with global net revenues of [removed: $31.5] [added: $36.0] billion and net earnings of [removed: $2.7] [added: $5.0] billion in [removed: 2022.][added: 2023.]

We remain committed to [removed: driving longstanding and enduring] [added: helping to drive longstanding, enduring,] positive change in the world.

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

The portion of our net revenues generated outside the United States was [removed: 73.6%] [added: 73.4%] in [removed: 2022, 75.1%] [added: 2023, 73.6%] in [removed: 2021] [added: 2022] and [removed: 73.2%] [added: 75.1%] in [removed: 2020.][added: 2021.]

For more information on our U.S. and non-U.S. operations, refer to Note 18, *Segment Reporting;* on our manufacturing and other facilities, refer to Item 2, *Properties*; and [added: on] risks related to our operations outside the United States, see Item 1A, *Risk Factors*.

No single customer accounted for 10% or more of our net revenues from continuing operations in [removed: 2022.][added: 2023.]

[removed: We distribute our products through] [added: Our product distribution network encompasses] direct store delivery, company-owned and satellite warehouses, distribution centers, third party distributors and other facilities.

[removed: We use] [added: Additionally, we leverage] the services of independent sales offices and agents in [removed: some of our] [added: various] international locations.

[removed: We conduct] [added: Our] marketing [removed: efforts through] [added: initiatives are categorized in] three principal sets of activities: (i) consumer marketing and advertising including digital and social media, on-air, print, outdoor and other product promotions; (ii) consumer sales incentives such as coupons and rebates; and (iii) trade promotions to support price features, displays and other merchandising of our products by our customers.

We work to [removed: test-and-learn] [added: test and learn] new ideas and implement successful ones into other areas of our business.

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

[removed: We] [added: To drive growth, creativity, greater effectiveness, improved efficiency and accelerated project delivery, we] are focusing our technical research and development resources at [removed: 12] technical centers around the [removed: globe to drive growth, creativity, greater effectiveness, improved efficiency and accelerated project delivery.][added: globe.]

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

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

We operate in highly competitive markets that [removed: include] [added: are comprised of] global, regional 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 our digital and other sales and marketing strategies, routes to market and distribution networks, promotional [removed: activity] [added: activities] and price.

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 [removed: sales and marketing initiatives,]

[added: sales and marketing initiatives,] product innovation and high standards of product quality.

We also continue to optimize our manufacturing and [removed: other operations] [added: supply chain networks] and invest in our brands through ongoing research and development, advertising, marketing and consumer promotions.

A number of external factors such as [removed: changing weather patterns] [added: the current macroeconomic environment, including global inflation] and [added: the effects of geopolitical uncertainty, climate and weather] conditions, [removed: commodity] [added: commodity, transportation and labor] market conditions, [removed: the 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.

*Workforce Profile*: At December 31, [removed: 2022,] [added: 2023,] we had approximately 91,000 employees.

At December 31, [removed: 2022,] [added: 2023,] we had approximately [removed: 13,000] [added: 12,000] U.S. employees and approximately [removed: 78,000] [added: 79,000] employees outside the United States, with employees represented by labor unions or workers’ councils representing approximately [removed: 28%] [added: 21%] of our U.S. employees and approximately [removed: 50%] [added: 55%] of our employees outside the United States.

In addition, we strive to continuously improve our work processes, tools and metrics to [removed: reduce] [added: mitigate and prevent] workplace injuries and enhance safety.

[removed: We have established a hybrid-model that embraces the benefits of flexibility and collaboration, and expect] [added: Our hybrid work model allows] our office-based employees to engage with colleagues, customers and suppliers in-person on a regular [removed: basis.][added: basis while also leveraging innovative technology to optimize collaboration across geographically dispersed teams.]

[removed: At] [added: As a result of these efforts, at] the end of [removed: 2022,] [added: 2023,] women held [removed: 41%] [added: 42%] of global management roles (defined as Director and above) and [removed: 40%] [added: 42%] of executive leadership roles (defined as the Management Leadership Team plus one level below).

[removed: For our U.S. leadership, Black employees] [added: In the United States, People of Color] held [removed: 5.5%] [added: approximately 36%] of management roles (defined as Director and [removed: above) at the end of 2022] [added: above),] and [removed: 5.1%] [added: Black employees held 6.3% of management roles] at the end of [removed: 2021.][added: 2023.]

We [removed: also] include [removed: specific DE&I] [added: diversity and other human capital] metrics as a part of the strategic scorecard within our annual incentive plan for our CEO and other senior leaders.

[removed: The] [added: This] scorecard is used consistently across [removed: the Company] [added: our company] at both the corporate and region [removed: level and is linked directly to the four pillars of our strategy – growth, execution, culture and sustainability.][added: level.]

Specifically, we [removed: promote employee development by reviewing] [added: review] strategic positions regularly and [removed: identifying] [added: identify] potential internal candidates to fill those roles, evaluating job skill sets to identify competency gaps and creating developmental plans to facilitate employee professional growth.

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

Aggregate survey results [added: include external benchmark comparisons and] are reviewed by executive officers and the Board of Directors.

We provide access to medical and welfare benefits and offer programs to all employees that support work-life balance, including paid parental leave, as well as financial, physical and mental health [removed: resources.][added: resources, including employee assistance programs to reach all global colleagues.]

With the support of an independent third-party expert in this field, we conduct global pay equity reviews for salaried employees [removed: comparing employees in the same pay grade within a country/area to help identify any unsupported distinctions in pay between employees of different genders] [added: based on gender] and [removed: races] [added: race] (as permitted by local country law).

Our last global analysis in [removed: 2022] [added: 2023] encompassed 83 countries and over [removed: 33,000] [added: 34,000] employees.

From this analysis, [removed: we noted] our pay gap between male and female employees was less than 1%.

The [removed: 2022] [added: 2023] independent analysis found no systemic issues and no negative pay gap between non-white and white employees.

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

We focus [added: in key areas] where we believe we can [removed: make a bigger difference and] deliver greater long-term positive impact.

Our [removed: goal includes] [added: goals include] 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.

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 [removed: Directors] [added: Directors’] ESG education and capabilities.

We are optimizing our portfolio of leading brands and have refined our strategy to accelerate growth, prioritizing our fast-growing core categories of chocolate, biscuits and baked snacks.

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We work to introduce new varieties of our core products, including new taste or nutrition profiles that cater to evolving consumer preferences, such as the introduction of *Toblerone Pralines* in a new market segment and a vegan 100% plant-based *Philadelphia* cream cheese*.* Additionally, we are expanding our portfolio of cakes and pastries with updated formats including *Milka* brownies *a*nd *Oreo* cakes*.*

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| | | | 5 | | |  | | |

*Workforce Inclusion & Diversity*:

We believe that a diverse workforce with a range of experiences and perspectives is a significant driver of sustainable innovation and growth.

We continue to be focused on creating an inclusive culture for employees, providing equity of opportunity through our development programs and policies.

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| | | | 6 | | |  | | |

We include metrics related to the rate at which we fill positions with internal talent as part of the strategic scorecard within our annual incentive plan for our CEO and senior leaders, supporting a healthy balance between development of internal talent and infusion of new capabilities to enhance our teams.

We also expanded and increased global participation in our Talent Marketplace, a development solution that helps connect employees to short-term ‘gig’ opportunities.

Additionally, coaching, mentoring and team-based development solutions are provided to colleagues across all levels to support leadership, team effectiveness and performance.

*Culture and Employee Engagement:* We believe a culture where employees feel heard and managers take action is key to building a highly-engaged workforce that can deliver sustainable business growth.

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| | | | 7 | | |  | | |

In 2023, we made progress against these goals, such as expanding our signature raw material sourcing programs, submitting a time-bound roadmap against our 2050 Net Zero goal for validation to the Science Based Targets Initiative and investing in renewable energy sources in several of our owned manufacturing facilities across the world.

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| | | | 8 | | |  | | |

Also refer to Item 1A, *Risk Factors* for additional information.

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| | | | 9 | | |  | | |

He previously served as President India from August 2016 to June 2023.

Prior to that, Mr. Iyer held various leadership positions of increasing responsibility at PepsiCo, Wrigley India Pvt Ltd and Bharti AXA General Insurance Company, India.

She formerly served as the Chief People Officer of Bumble Inc., a social networking company, from November 2021 to January 2023.

Previously, Ms. Lilak was Senior Vice President, Chief Human Resources Officer at Dunkin’ Brands Group Inc., a multinational coffee and doughnut company, from July 2019 to November 2021.

Prior to Dunkin’ Brands, Ms. Lilak spent 23 years with General Mills Inc., a global consumer foods manufacturer and marketer, in roles of increasing responsibility.

She served as Vice President, Human Resources for the North America Retail Segment from January 2016 to July 2019.

Before joining Mondelēz International, Mr. Ramos was Senior Vice President of Global Packaging at The Estée Lauder Companies, a

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We work to understand consumer needs and deliver snacks with consistent quality and taste.

We continue to invest in a global network of technical centers to research and support our growth while continuing to innovate our processes.

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 and Gluten-free *Oreos* and the *Cadbury Plant Bar*, a vegan (100% plant-based) sustainably-sourced cocoa chocolate bar wrapped in plant-based packaging.

Due to factors noted above, the costs of our principal raw materials can fluctuate.

Commodity costs have primarily increased due to recent supply chain disruptions.

We expect commodity cost volatility to continue, and our commodity hedging activities cannot fully offset this volatility.

Despite the recent and expected supply chain, transportation and labor disruptions, at this 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, geopolitical conditions, supply chain disruptions, inflationary pressures, climate change and related factors that could affect the availability or cost of raw materials, packaging and energy.

For information on our ongoing sustainability efforts and programs, refer to *Sustainability and Mindful Snacking* below.

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

In response to the COVID-19 pandemic, we will continue to take appropriate measures in our facilities including implementing temperature screening, social distancing, mask-wearing and work-from-home policies where applicable and in accordance with state and local guidelines.

*Diversity, Equity & Inclusion*: Diversity, equity & inclusion (“DE&I”) significantly contributes to our winning growth culture.

We work to reflect the diversity of ideas and people in our world and to maximize the power and potential of our employees.

In addition, we have many communities and sponsored programs tailored for our diverse workforce, including those that foster gender and race equality.

In September 2020, we announced our goal to double Black representation in our U.S. management team by 2024.

Our DE&I commitment is led from the top and driven throughout the organization by our Management Leadership Team, Board of Directors and Mondelēz Diversity, Equity & Inclusion Steering Committee.

As an important step in our DE&I journey, we established a team, including C-suite officers, our Chief Diversity and Inclusion Officer, and other key senior leaders, charged with collectively setting the strategy and DE&I commitments across the organization.

As a global employer, we recognize and value differences and are championing DE&I around the world.

We are creating local and global opportunities to further racial equity and economic empowerment by expanding our DE&I initiatives across three key areas: colleagues, culture and communities.

These opportunities include mobilizing our consumer-facing brands and leveraging our partnerships with agencies and advertising platforms to drive change, equity and inclusion.

Additionally, we understand the importance of maintaining competitive compensation, benefits and appropriate training that provides growth, developmental opportunities and multiple career paths within the Company.

We believe this reflects our ongoing efforts to focus on our employees, their well-being and the issues that matter to them.

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

We also launched initiatives to further agile ways of working and streamline decision-making processes to enhance productivity and employee engagement.

We continue to build a winning growth culture and continue our commitment to work on the areas that matter to our people and build on our momentum.

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

We anticipate this gap will further decrease through pay adjustments for employees identified during the review.

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.

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.

Also refer to Note 1, *Summary of Significant Accounting Policies – Currency Translation and Highly Inflationary Accounting*, for additional information on government regulations and currency-related impacts on our operations in the United Kingdom, Argentina and other countries.

Before joining Mondelēz International, Ms. Alviti served as Senior Vice President and Chief Human Resources Officer of Foot Locker, Inc., a leading global retailer of athletically inspired shoes and apparel, from June 2013 to May 2018.

Prior to that, Ms. Alviti spent 17 years at PepsiCo, Inc., a global snack and beverage company, in various leadership roles, including Senior Vice President and Chief Human Resources Officer Asia, Middle East, Africa.

He previously served as President Biscuits Business, South East Asia, Japan and Sales Asia Pacific from September 2015 to December 2015, President Markets and Sales Asia Pacific from September 2014 to September 2015 and President United Kingdom, Ireland and Nordics from September 2012 to August 2014.

Prior to that, Mr. Brusadelli held various positions of increasing responsibility.

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

For the fiscal year ended December 31, [removed: 2022][added: 2023]

[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: 2022,] [added: 2023,] was [removed: $85.1] [added: $99.2] billion.

At January [removed: 31, 2023,] [added: 30, 2024,] there were [removed: 1,363,306,849] [added: 1,346,477,411] 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: 17, 2023] [added: 22, 2024] are incorporated by reference into Part III hereof.

| Item 1. | | | [removed: [Business](#i1bac4119b2194e06919226b76bc7fa22_16)] [added: [Business](#i640facc1b2034fd6abdfa8eed815a087_16)] | | | [removed: [3](#i1bac4119b2194e06919226b76bc7fa22_16)] [added: [3](#i640facc1b2034fd6abdfa8eed815a087_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i1bac4119b2194e06919226b76bc7fa22_19)] [added: Factors](#i640facc1b2034fd6abdfa8eed815a087_19)] | | | [removed: [12](#i1bac4119b2194e06919226b76bc7fa22_19)] [added: [12](#i640facc1b2034fd6abdfa8eed815a087_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i1bac4119b2194e06919226b76bc7fa22_22)] [added: Comments](#i640facc1b2034fd6abdfa8eed815a087_22)] | | | [removed: [27](#i1bac4119b2194e06919226b76bc7fa22_22)] [added: [27](#i640facc1b2034fd6abdfa8eed815a087_22)] | | |

| Item 2. | | | [removed: [Properties](#i1bac4119b2194e06919226b76bc7fa22_25)] [added: [Properties](#i640facc1b2034fd6abdfa8eed815a087_25)] | | | [removed: [27](#i1bac4119b2194e06919226b76bc7fa22_25)] [added: [29](#i640facc1b2034fd6abdfa8eed815a087_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i1bac4119b2194e06919226b76bc7fa22_28)] [added: Proceedings](#i640facc1b2034fd6abdfa8eed815a087_28)] | | | [removed: [27](#i1bac4119b2194e06919226b76bc7fa22_28)] [added: [29](#i640facc1b2034fd6abdfa8eed815a087_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i1bac4119b2194e06919226b76bc7fa22_31)] [added: Disclosures](#i640facc1b2034fd6abdfa8eed815a087_31)] | | | [removed: [27](#i1bac4119b2194e06919226b76bc7fa22_31)] [added: [29](#i640facc1b2034fd6abdfa8eed815a087_31)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder [removed: Matters](#i1bac4119b2194e06919226b76bc7fa22_37)] [added: Matters](#i640facc1b2034fd6abdfa8eed815a087_37)] [and Issuer Purchases of Equity [removed: Securities](#i1bac4119b2194e06919226b76bc7fa22_37)] [added: Securities](#i640facc1b2034fd6abdfa8eed815a087_37)] | | | [removed: [28](#i1bac4119b2194e06919226b76bc7fa22_37)] [added: [30](#i640facc1b2034fd6abdfa8eed815a087_37)] | | |

| Item 6. | | | [removed: [Reserved](#i1bac4119b2194e06919226b76bc7fa22_40)] [added: [Reserved](#i640facc1b2034fd6abdfa8eed815a087_40)] | | | [removed: [29](#i1bac4119b2194e06919226b76bc7fa22_40)] [added: [31](#i640facc1b2034fd6abdfa8eed815a087_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations:](#i1bac4119b2194e06919226b76bc7fa22_43)] [added: Operations:](#i640facc1b2034fd6abdfa8eed815a087_43)] | | | [removed: [30](#i1bac4119b2194e06919226b76bc7fa22_43)] [added: [32](#i640facc1b2034fd6abdfa8eed815a087_43)] | | |

| | | | [Recent Developments and Significant Items Affecting [removed: Comparability](#i1bac4119b2194e06919226b76bc7fa22_46)] [added: Comparability](#i640facc1b2034fd6abdfa8eed815a087_46)] | | | [removed: [30](#i1bac4119b2194e06919226b76bc7fa22_46)] [added: [32](#i640facc1b2034fd6abdfa8eed815a087_46)] | | |

| | | | [Summary of [removed: Results](#i1bac4119b2194e06919226b76bc7fa22_49)] [added: Results](#i640facc1b2034fd6abdfa8eed815a087_49)] | | | [removed: [32](#i1bac4119b2194e06919226b76bc7fa22_49)] [added: [35](#i640facc1b2034fd6abdfa8eed815a087_49)] | | |

| | | | [Financial [removed: Outlook](#i1bac4119b2194e06919226b76bc7fa22_52)] [added: Outlook](#i640facc1b2034fd6abdfa8eed815a087_52)] | | | [removed: [33](#i1bac4119b2194e06919226b76bc7fa22_52)] [added: [34](#i640facc1b2034fd6abdfa8eed815a087_52)] | | |

| | | | [Discussion and Analysis of Historical [removed: Results](#i1bac4119b2194e06919226b76bc7fa22_55)] [added: Results](#i640facc1b2034fd6abdfa8eed815a087_55)] | | | [removed: [35](#i1bac4119b2194e06919226b76bc7fa22_55)] [added: [36](#i640facc1b2034fd6abdfa8eed815a087_55)] | | |

| | | | [Critical Accounting [removed: Estimates](#i1bac4119b2194e06919226b76bc7fa22_67)] [added: Estimates](#i640facc1b2034fd6abdfa8eed815a087_67)] | | | [removed: [51](#i1bac4119b2194e06919226b76bc7fa22_67)] [added: [58](#i640facc1b2034fd6abdfa8eed815a087_67)] | | |

| | | | [Liquidity and Capital [removed: Resources](#i1bac4119b2194e06919226b76bc7fa22_70)] [added: Resources](#i640facc1b2034fd6abdfa8eed815a087_70)] | | | [removed: [54](#i1bac4119b2194e06919226b76bc7fa22_70)] [added: [52](#i640facc1b2034fd6abdfa8eed815a087_70)] | | |

| | | | [Commodity [removed: Trends](#i1bac4119b2194e06919226b76bc7fa22_73)] [added: Trends](#i640facc1b2034fd6abdfa8eed815a087_73)] | | | [removed: [56](#i1bac4119b2194e06919226b76bc7fa22_73)] [added: [54](#i640facc1b2034fd6abdfa8eed815a087_73)] | | |

| | | | [Non-GAAP Financial [removed: Measures](#i1bac4119b2194e06919226b76bc7fa22_79)] [added: Measures](#i640facc1b2034fd6abdfa8eed815a087_79)] | | | [removed: [57](#i1bac4119b2194e06919226b76bc7fa22_79)] [added: [55](#i640facc1b2034fd6abdfa8eed815a087_79)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i1bac4119b2194e06919226b76bc7fa22_82)] [added: Risk](#i640facc1b2034fd6abdfa8eed815a087_82)] | | | [removed: [64](#i1bac4119b2194e06919226b76bc7fa22_82)] [added: [61](#i640facc1b2034fd6abdfa8eed815a087_82)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data:](#i1bac4119b2194e06919226b76bc7fa22_85)] [added: Data:](#i640facc1b2034fd6abdfa8eed815a087_85)] | | | [removed: [66](#i1bac4119b2194e06919226b76bc7fa22_85)] [added: [63](#i640facc1b2034fd6abdfa8eed815a087_85)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#i1bac4119b2194e06919226b76bc7fa22_88)] [added: Firm](#i640facc1b2034fd6abdfa8eed815a087_88)] | | | [removed: [66](#i1bac4119b2194e06919226b76bc7fa22_88)] [added: [63](#i640facc1b2034fd6abdfa8eed815a087_88)] | | |

| | | | [Consolidated Statements of [removed: Earnings](#i1bac4119b2194e06919226b76bc7fa22_91) [for] [added: Earnings](#i640facc1b2034fd6abdfa8eed815a087_91) [](#i640facc1b2034fd6abdfa8eed815a087_91)[for] the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i1bac4119b2194e06919226b76bc7fa22_91)] [added: 2021](#i640facc1b2034fd6abdfa8eed815a087_91)] | | | [removed: [69](#i1bac4119b2194e06919226b76bc7fa22_91)] [added: [65](#i640facc1b2034fd6abdfa8eed815a087_91)] | | |

| | | | [Consolidated Statements of Comprehensive [removed: Earnings](#i1bac4119b2194e06919226b76bc7fa22_94) [for] [added: Earnings](#i640facc1b2034fd6abdfa8eed815a087_94) [](#i640facc1b2034fd6abdfa8eed815a087_94)[for] the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i1bac4119b2194e06919226b76bc7fa22_94)] [added: 2021](#i640facc1b2034fd6abdfa8eed815a087_94)] | | | [removed: [70](#i1bac4119b2194e06919226b76bc7fa22_94)] [added: [66](#i640facc1b2034fd6abdfa8eed815a087_94)] | | |

| | | | [Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021](#i1bac4119b2194e06919226b76bc7fa22_97)] [added: 2022](#i640facc1b2034fd6abdfa8eed815a087_97)] | | | [removed: [71](#i1bac4119b2194e06919226b76bc7fa22_97)] [added: [67](#i640facc1b2034fd6abdfa8eed815a087_97)] | | |

| | | | [Consolidated Statements of [removed: Equity](#i1bac4119b2194e06919226b76bc7fa22_100) [for] [added: Equity](#i640facc1b2034fd6abdfa8eed815a087_100) [](#i640facc1b2034fd6abdfa8eed815a087_100)[for] the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i1bac4119b2194e06919226b76bc7fa22_100)] [added: 2021](#i640facc1b2034fd6abdfa8eed815a087_100)] | | | [removed: [72](#i1bac4119b2194e06919226b76bc7fa22_100)] [added: [68](#i640facc1b2034fd6abdfa8eed815a087_100)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#i1bac4119b2194e06919226b76bc7fa22_103) [for] [added: Flows](#i640facc1b2034fd6abdfa8eed815a087_103) [](#i640facc1b2034fd6abdfa8eed815a087_103)[for] the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i1bac4119b2194e06919226b76bc7fa22_103)] [added: 2021](#i640facc1b2034fd6abdfa8eed815a087_103)] | | | [removed: [73](#i1bac4119b2194e06919226b76bc7fa22_103)] [added: [69](#i640facc1b2034fd6abdfa8eed815a087_103)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i1bac4119b2194e06919226b76bc7fa22_106)] [added: Statements](#i640facc1b2034fd6abdfa8eed815a087_106)] | | | [removed: [74](#i1bac4119b2194e06919226b76bc7fa22_106)] [added: [70](#i640facc1b2034fd6abdfa8eed815a087_106)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i1bac4119b2194e06919226b76bc7fa22_163)] [added: Disclosure](#i640facc1b2034fd6abdfa8eed815a087_163)] | | | [removed: [127](#i1bac4119b2194e06919226b76bc7fa22_163)] [added: [122](#i640facc1b2034fd6abdfa8eed815a087_163)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i1bac4119b2194e06919226b76bc7fa22_166)] [added: Procedures](#i640facc1b2034fd6abdfa8eed815a087_166)] | | | [removed: [127](#i1bac4119b2194e06919226b76bc7fa22_166)] [added: [122](#i640facc1b2034fd6abdfa8eed815a087_166)] | | |

| Item 9B. | | | [Other [removed: Information](#i1bac4119b2194e06919226b76bc7fa22_169)] [added: Information](#i640facc1b2034fd6abdfa8eed815a087_169)] | | | [removed: [128](#i1bac4119b2194e06919226b76bc7fa22_169)] [added: [123](#i640facc1b2034fd6abdfa8eed815a087_169)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i1bac4119b2194e06919226b76bc7fa22_172)] [added: Inspections](#i640facc1b2034fd6abdfa8eed815a087_172)] | | | [removed: [128](#i1bac4119b2194e06919226b76bc7fa22_172)] [added: [123](#i640facc1b2034fd6abdfa8eed815a087_172)] | | |

| [Part [removed: III –](#i1bac4119b2194e06919226b76bc7fa22_175)] [added: III](#i640facc1b2034fd6abdfa8eed815a087_175)] | | | | | | | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i1bac4119b2194e06919226b76bc7fa22_178)] [added: Governance](#i640facc1b2034fd6abdfa8eed815a087_178)] | | | [removed: [129](#i1bac4119b2194e06919226b76bc7fa22_178)] [added: [124](#i640facc1b2034fd6abdfa8eed815a087_178)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i1bac4119b2194e06919226b76bc7fa22_181)] [added: Compensation](#i640facc1b2034fd6abdfa8eed815a087_181)] | | | [removed: [129](#i1bac4119b2194e06919226b76bc7fa22_181)] [added: [124](#i640facc1b2034fd6abdfa8eed815a087_181)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and [removed: Management](#i1bac4119b2194e06919226b76bc7fa22_184)] [added: Management](#i640facc1b2034fd6abdfa8eed815a087_184)] [and Related Stockholder [removed: Matters](#i1bac4119b2194e06919226b76bc7fa22_184)] [added: Matters](#i640facc1b2034fd6abdfa8eed815a087_184)] | | | [removed: [129](#i1bac4119b2194e06919226b76bc7fa22_184)] [added: [124](#i640facc1b2034fd6abdfa8eed815a087_184)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i1bac4119b2194e06919226b76bc7fa22_187)] [added: Independence](#i640facc1b2034fd6abdfa8eed815a087_187)] | | | [removed: [129](#i1bac4119b2194e06919226b76bc7fa22_187)] [added: [124](#i640facc1b2034fd6abdfa8eed815a087_187)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b) ☐

| [Part I](#i640facc1b2034fd6abdfa8eed815a087_13) | | | | | | | | |

| Item 1C. | | | [C](#i640facc1b2034fd6abdfa8eed815a087_549755815690)[ybersecurity](#i640facc1b2034fd6abdfa8eed815a087_549755815690) | | | [27](#i640facc1b2034fd6abdfa8eed815a087_549755815690) | | |

| [Part II](#i640facc1b2034fd6abdfa8eed815a087_34) | | | | | | | | |

| | | | [Signatures](#i640facc1b2034fd6abdfa8eed815a087_202) | | | [130](#i640facc1b2034fd6abdfa8eed815a087_202) | | |

| | | | | | | | | |

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

| | | | | | |  | | |

- pricing actions and customer and consumer responses to such actions;

| | | | | | | | | |

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

| | | | 1 | | |  | | |

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

| | | | 2 | | |  | | |

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

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

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

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

- pricing actions;

We are committed to our goal to protect sensitive business-related and personal information, as well as our information systems.

Due to the size and scope of our global operations, we are subject to numerous and evolving cybersecurity risks that could adversely and materially affect our business, financial condition and results of operations.

Our Management Leadership Team, with oversight from the Board of Directors, has implemented a comprehensive cybersecurity program, including incident response process, aligned with the National Institute of Standards and Technology (NIST) Cybersecurity Framework and NIST Computer Security Incident Handling Guide (NIST SP 800-61) to assess, identify, address and manage risks from cybersecurity threats that may result in material adverse effects on the confidentiality, integrity and availability of our business and information systems.

Governance

Our Board of Directors and Management Leadership Team review cybersecurity risks as part of their oversight and execution of the Company’s business operations and strategy.

We have established oversight mechanisms intended to provide effective cybersecurity governance, risk management, and timely incident response.

*Board of Directors Oversight*

Our Board, in coordination with the Audit Committee, oversees the Company’s enterprise risk management process, including the management of risks arising from cybersecurity threats.

Our Board has delegated the primary responsibility to oversee cybersecurity matters to the Audit Committee.

Both the Board and the Audit Committee periodically review the measures we have implemented to identify and mitigate data protection and cybersecurity risks.

As part of such reviews, our Board and Audit Committee receive periodic reports and presentations from members of the team responsible for overseeing cybersecurity risk management, including our Chief Information Security Officer (CISO), which may address a wide range of topics including recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, technological trends and information security considerations arising with respect to our peers and third parties.

Members of our Management Leadership Team also report to the Board at least annually on data protection and current internal and external developments in cybersecurity, as part of the Board’s enterprise risk management review, and the Board receives reports of Audit Committee discussions regarding its oversight of cybersecurity risk.

We have protocols by which certain cybersecurity incidents that meet established reporting thresholds are escalated internally and, where appropriate, reported to the Audit Committee or the Board in a timely manner.

*Management Role in Cybersecurity Risk Management*

At the management level, our CISO has extensive cybersecurity knowledge and skills gained from over 20 years of work experience at Mondelēz and other major consumer goods and financial services companies.

Our CISO currently reports to our Chief Financial Officer and has operational responsibility for our information security programs, protections, and efforts, along with leading the team responsible for implementing, monitoring, and maintaining cybersecurity and data security strategy, policy, standards, architecture, and practices across our business.

Our CISO is supported by a team of enterprise information system security and risk professionals, including regional information security officers responsible for overseeing cybersecurity strategy and operations in each business unit.

Our CISO receives reports on cybersecurity threats on an ongoing basis and regularly reviews risk management measures implemented by the Company to identify and mitigate data security and cybersecurity risks.

Our CISO updates the Management Leadership Team on these matters and works closely with Corporate and Legal Affairs to oversee compliance with legal, regulatory, and contractual security requirements.

*Cybersecurity Steering Committee*

Our Cybersecurity Steering Committee currently includes our CEO, CFO, CISO, General Counsel and Chief Ethics & Compliance Officer and has broad oversight of our cybersecurity risk management processes, in coordination with the rest of the Management Leadership Team and the Board.

The Cybersecurity Steering Committee has been established to meet and to discuss our cybersecurity risk management measures designed to identify and mitigate

| | | | | | | | | |

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

| | | | 27 | | |  | | |

data protection and cybersecurity risks, along with procedures and practices related to incident response, including escalation and notification.

Risk Management and Strategy

Cybersecurity risk management is overseen both as a critical component of our overall risk management program and as a standalone program.

We have implemented a risk-based, cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner.

Our cybersecurity program is designed to leverage people, processes, and technology to identify and respond to cybersecurity threats in a timely manner.

Our vendor cybersecurity risk management program supports the planning, automation, and management of cybersecurity risk with enrolled suppliers and other third parties, focusing on risk-based assessments.

Our employees undergo annual security awareness training to enhance their understanding of cybersecurity threats and their ability to identify and escalate potential cybersecurity events.

We also employ systems and processes designed to oversee, identify, and reduce the potential impact of a security incident at a third-party vendor, service provider or customer or otherwise implicating the third-party technology and systems we use.

We assess, identify, and manage risks from cybersecurity threats through various mechanisms, which may include tabletop exercises to test our preparedness and incident response process, business unit assessments, control gap analyses, threat modeling, penetration tests, vulnerability scanning, internal audits, and external audits of our cybersecurity program.

We also leverage assessors, consultants, auditors and third-party service providers, including threat intelligence to inform our understanding of the cybersecurity threat landscape and enable risk-based measures to defend against evolving threats.

*Incident Response*

We have a Cybersecurity Incident Response Plan (“CSIRP”) to provide the organizational and operational structure, processes, and procedures for investigating, containing, documenting and mitigating cybersecurity incidents, including keeping senior management and other key stakeholders informed and involved as appropriate.

Our Cybersecurity Incident Response Team manages and executes technical response activities in coordination with our Security Operations Center, subject matter experts and others to respond to a cybersecurity incident.

The objectives of the CSIRP include to:

- Establish the Company’s cybersecurity incident response process and provide actionable guidelines to provide a timely, consistent, and repeatable response process;

On December 31, [removed: 2022,] [added: 2023,] we had approximately 148 manufacturing and processing facilities in 46 countries and [removed: 111] [added: 107] distribution centers and warehouses worldwide that we owned or leased.

| Latin America (1) | | | [removed: 16] [added: 19] | | | | | | [removed: 11] [added: 15] | | |

| AMEA | | | 45 | | | | | | [removed: 29] [added: 26] | | |

| Europe | | | [removed: 63] [added: 61] | | | | | | [removed: 10] [added: 6] | | |

| North America | | | [removed: 24] [added: 23] | | | | | | [removed: 61] [added: 60] | | |

| Total | | | 148 | | | | | | [removed: 111] [added: 107] | | |

| Leased | | | [removed: 20] [added: 25] | | | | | | [removed: 96] [added: 93] | | |

| | | | As of December 31, 2023 | | | | | | | | |

| Owned | | | 123 | | | | | | 14 | | |

| Total | | | 148 | | | | | | 107 | | |

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

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

| | | | | | | | | |

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Our Common Stock is listed on The Nasdaq Global Select Market under the symbol “MDLZ.” At January [removed: 31, 2023,] [added: 30, 2024,] there were [removed: 38,218] [added: 36,216] holders of record of our Common Stock.

[removed: ][added: | | | | 30 | | |  | | |]

The Mondelēz International performance peer group consists of the following companies considered our market competitors or that have been selected on the basis of industry, global focus or industry leadership: Campbell Soup Company, The Coca-Cola Company, Colgate-Palmolive Company, Danone S.A., General Mills, Inc., The Hershey Company, [added: Kellanova (formerly] Kellogg [removed: Company,] [added: Company),] The Kraft Heinz Company, Nestlé S.A., PepsiCo, Inc., The Procter & Gamble Company and Unilever PLC.

Our stock repurchase activity for each of the three months in the quarter ended December 31, [removed: 2022] [added: 2023] was:

| Period | | | | | | Total Number of Shares Purchased (1) | | | | | | Average Price Paid per Share (1) | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs [removed: (2)] [added: (2) (3)] | | | | | | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (2) | | |

(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: 16,227] [added: 5,915] shares, [removed: 15,207] [added: 267] shares and [removed: 3,139] [added: 255] shares for the fiscal months of October, November and December [removed: 2022,] [added: 2023,] respectively.

[removed: Our] [added: Effective January 1, 2023, our] Board of Directors authorized [added: a program for] the repurchase [added: of] up to [removed: $23.7] [added: $6.0] billion of our Common Stock through December 31, [removed: 2023.][added: 2025, excluding excise tax.]

Since the program inception on [removed: March 12, 2013] [added: January 1, 2023] through December 31, [removed: 2022,] [added: 2023,] we have repurchased [removed: $22.0] [added: $1.6] billion.

See related information in Note 13, [removed: Capital Stock.][added: *Capital Stock*.]


| 2018 | | | | | | $ | 100.00 | | | | | $ | 100.00 | | | | | $ | 100.00 | |

| 2019 | | | | | | 140.42 | | | | | | 131.49 | | | | | | 126.82 | | |

| 2020 | | | | | | 152.48 | | | | | | 155.68 | | | | | | 138.77 | | |

| 2021 | | | | | | 176.68 | | | | | | 200.37 | | | | | | 158.64 | | |

| 2022 | | | | | | 181.84 | | | | | | 164.08 | | | | | | 157.16 | | |

| 2023 | | | | | | 202.16 | | | | | | 207.21 | | | | | | 154.04 | | |

| | | | | | | | | |

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

| October 1-31, 2023 | | | | | | 5,915 | | | | | | $ | 69.00 | | | | | — | | | | | | $ | 5,341 | |

| November 1-30, 2023 | | | | | | 9,067,510 | | | | | | 69.71 | | | | | | 9,067,243 | | | | | | 4,709 | | |

| December 1-31, 2023 | | | | | | 3,890,796 | | | | | | 71.28 | | | | | | 3,890,541 | | | | | | 4,432 | | |

| For the Quarter Ended December 31, 2023 | | | | | | 12,964,221 | | | | | | $ | 70.18 | | | | | 12,957,784 | | | | | | | | |

As of December 31, 2023, we had approximately $4.4 billion share repurchase authorization remaining.

(3)As of January 1, 2023, our share repurchases in excess of issuances are subject to a 1% excise tax enacted by the Inflation Reduction Act.

Any excise tax incurred on share repurchases is recognized as part of the cost basis of the shares acquired in the consolidated statements of equity.

| 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 | | |

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| 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.

| | | | | | | | | |

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We have audited the accompanying consolidated balance sheets of Mondelēz International, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] including the related notes (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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made [removed: only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (i) [removed: relate] [added: relates] 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: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

As described in Notes 1 and 6 to the consolidated financial statements, the Company’s consolidated indefinite-life intangible [removed: asset] [added: assets] balance was [removed: $18.4] [added: $18.7] billion as of December 31, [removed: 2022,] [added: 2023,] which consists principally of brand names.

[added: 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: 3,] [added: 22,] 2023 [added: (1) | | | — | | | | | | — | | | | | | 2,500 | | | | | | — | | |]

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Net revenues | | | $ | [removed: 31,496] [added: 36,016] | | | | | $ | [removed: 28,720] [added: 31,496] | | | | | $ | [removed: 26,581] [added: 28,720] | |

| Cost of sales | | | [removed: 20,184] [added: (22,252)] | | | | | | [removed: 17,466] [added: (20,184)] | | | | | | [removed: 16,135] [added: (17,466)] | | |

| Gross profit | | | [removed: 11,312] [added: 13,764] | | | | | | [removed: 11,254] [added: 11,312] | | | | | | [removed: 10,446] [added: 11,254] | | |

| Selling, general and administrative expenses | | | [removed: 7,384] [added: (8,002)] | | | | | | [removed: 6,263] [added: (7,384)] | | | | | | [removed: 6,098] [added: (6,263)] | | |

| Asset impairment and exit costs | | | [removed: 262] [added: (217)] | | | | | | [removed: 212] [added: (262)] | | | | | | [removed: 301] [added: (212)] | | |

| Net gain on [removed: acquisition and] divestitures [added: and acquisitions] | | | [removed: —] [added: 108] | | | | | | [removed: (8)] [added: —] | | | | | | [removed: —] [added: 8] | | |

| Amortization of intangible assets | | | [removed: 132] [added: (151)] | | | | | | [removed: 134] [added: (132)] | | | | | | [removed: 194] [added: (134)] | | |

| Operating income | | | [removed: 3,534] [added: 5,502] | | | | | | [removed: 4,653] [added: 3,534] | | | | | | [removed: 3,853] [added: 4,653] | | |

| Benefit plan non-service income | | | [removed: (117)] [added: 82] | | | | | | [removed: (163)] [added: 117] | | | | | | [removed: (138)] [added: 163] | | |

| Interest and other expense, net | | | [removed: 423] [added: (310)] | | | | | | [removed: 447] [added: (423)] | | | | | | [removed: 608] [added: (447)] | | |

| Earnings before income taxes | | | [removed: 3,228] [added: 5,880] | | | | | | [removed: 4,369] [added: 3,228] | | | | | | [removed: 3,383] [added: 4,369] | | |

| Income tax provision | | | [removed: (865)] [added: (1,537)] | | | | | | [removed: (1,190)] [added: (865)] | | | | | | [removed: (1,224)] [added: (1,190)] | | |

| Gain/(loss) on equity method investment transactions | | | [removed: (22)] [added: 465] | | | | | | [removed: 742] [added: (22)] | | | | | | [removed: 989] [added: 742] | | |

| Equity method investment net earnings | | | [removed: 385] [added: 160] | | | | | | [removed: 393] [added: 385] | | | | | | [removed: 421] [added: 393] | | |

| Net earnings | | | [removed: 2,726] [added: 4,968] | | | | | | [removed: 4,314] [added: 2,726] | | | | | | [removed: 3,569] [added: 4,314] | | |

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

| Net earnings attributable to Mondelēz International | | | $ | [removed: 2,717] [added: 4,959] | | | | | $ | [removed: 4,300] [added: 2,717] | | | | | $ | [removed: 3,555] [added: 4,300] | |

| Basic earnings per share attributable to Mondelēz International | | | $ | [removed: 1.97] [added: 3.64] | | | | | $ | [removed: 3.06] [added: 1.97] | | | | | $ | [removed: 2.48] [added: 3.06] | |

| Diluted earnings per share attributable to Mondelēz International | | | $ | [removed: 1.96] [added: 3.62] | | | | | $ | [removed: 3.04] [added: 1.96] | | | | | $ | [removed: 2.47] [added: 3.04] | |

| Net earnings | | | $ | [removed: 2,726] [added: 4,968] | | | | | $ | [removed: 4,314] [added: 2,726] | | | | | $ | [removed: 3,569] [added: 4,314] | |

| Currency translation adjustment | | | [removed: (725)] [added: 229] | | | | | | [removed: (458)] [added: (725)] | | | | | | [removed: (322)] [added: (458)] | | |

| Pension and other benefit plans | | | [removed: 274] [added: (218)] | | | | | | [removed: 495] [added: 274] | | | | | | [removed: (153)] [added: 495] | | |

| Derivative cash flow hedges | | | [removed: 114] [added: (15)] | | | | | | [removed: 13] [added: 114] | | | | | | [removed: 52] [added: 13] | | |

| Total other comprehensive earnings/(losses) | | | [removed: (337)] [added: (4)] | | | | | | [removed: 50] [added: (337)] | | | | | | [removed: (423)] [added: 50] | | |

| Comprehensive earnings | | | [removed: 2,389] [added: 4,964] | | | | | | [removed: 4,364] [added: 2,389] | | | | | | [removed: 3,146] [added: 4,364] | | |

| less: Comprehensive earnings/(losses) attributable to noncontrolling interests | | | [removed: (5)] [added: 4] | | | | | | [removed: (2)] [added: (5)] | | | | | | [removed: 27] [added: (2)] | | |

| Comprehensive earnings attributable to Mondelēz International | | | $ | [removed: 2,394] [added: 4,960] | | | | | $ | [removed: 4,366] [added: 2,394] | | | | | $ | [removed: 3,119] [added: 4,366] | |

| | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Cash and cash equivalents | | | $ | [removed: 1,923] [added: 1,810] | | | | | $ | [removed: 3,546] [added: 1,923] | |

| | | | 63 | | |  | | |

only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

| | | | | | | | | |

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

| | | | 64 | | |  | | |

| Gain on marketable securities | | | 606 | | | | | | — | | | | | | — | | |

| | | | | | | | | |

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

| | | | 65 | | |  | | |

| | | | | | | | | |

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

| | | | 66 | | |  | | |

| | | | 2023 | | | | | | 2022 | | |

| | | | | | | | | |

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

| | | | 67 | | |  | | |

| Net earnings | | | — | | | | | | — | | | | | | 4,959 | | | | | | — | | | | | | — | | | | | | 9 | | | | | | 4,968 | | |

| Balances at December 31, 2023 | | | $ | — | | | | | $ | 32,216 | | | | | $ | 34,236 | | | | | $ | (10,946) | | | | | $ | (27,174) | | | | | $ | 34 | | | | | $ | 28,366 | |

| | | | | | | | | |

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

| | | | 68 | | |  | | |

| Net earnings | | | $ | 4,968 | | | | | $ | 2,726 | | | | | $ | 4,314 | |

| Net gain on divestitures and acquisitions | | | (108) | | | | | | — | | | | | | (8) | | |

| Unrealized (gain)/loss on derivative contracts | | | (171) | | | | | | 338 | | | | | | (267) | | |

| Gain on marketable securities | | | (593) | | | | | | — | | | | | | — | | |

| Proceeds from derivative settlements | | | 177 | | | | | | 768 | | | | | | 105 | | |

| Payments for derivative settlements | | | (81) | | | | | | (86) | | | | | | (56) | | |

| Contributions to investments | | | (309) | | | | | | (24) | | | | | | (30) | | |

| Proceeds from sale of property, plant and equipment and other | | | 19 | | | | | | 45 | | | | | | 214 | | |

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

| | | | 69 | | |  | | |

We continue to make targeted repairs on both our plants and have partially reopened and restarted limited production in both plants.

We also continue to support our Ukraine employees, including paying salaries to those not yet able to return to work until production returns.

Given the continued volatility of these currencies, impacts to our financial statements in future periods could be significantly different from historical levels.

| | | | | | | | | |

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| | | | 70 | | |  | | |

Restricted cash primarily includes cash held on behalf of financial institutions in accordance with accounts receivable factoring arrangements and letters of credit arrangements with legally restricted cash collateral provisions.

| Recoveries of amounts previously written off | | | (1) | | | | | | — | | | | | | (1) | | |

As described in the Report of Management on Internal Control Over Financial Reporting, management has excluded Chipita Global S.A. (“Chipita”), Clif Bar & Company (“Clif Bar”), and Ricolino from its assessment of internal control over financial reporting as of December 31, 2022 because they were acquired by the Company in purchase business combinations during 2022.

We have also excluded Chipita, Clif Bar, and Ricolino from our audit of internal control over financial reporting.

Chipita, Clif Bar, and Ricolino are wholly-owned subsidiaries whose total assets and total net revenues excluded from management’s assessment and our audit of internal control over financial reporting 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.

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Professionals with

*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.

Significant assumptions used by management in assessing the fair value include estimates of future sales, discount and royalty rates.

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.

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

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

| Balances at January 1, 2020 | | | $ | — | | | | | $ | 32,019 | | | | | $ | 26,615 | | | | | $ | (10,254) | | | | | $ | (21,139) | | | | | $ | 76 | | | | | $ | 27,317 | |

| Net earnings | | | — | | | | | | — | | | | | | 3,555 | | | | | | — | | | | | | — | | | | | | 14 | | | | | | 3,569 | | |

| Proceeds from derivative settlements and other | | | 703 | | | | | | 233 | | | | | | 10 | | |

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.

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

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

Fair value is estimated based on

period it remains classified as held for sale and any remeasurement to the lower of carrying value or fair value less costs to sell is reported as an adjustment to the carrying value.

We

statements of cash flows within investing activities.

In March 2020 and subsequently in January 2021 and December 2022, the FASB issued ASUs to provide optional accounting guidance for a limited period of time to ease the potential burden in accounting for reference rate reform.

The guidance provides optional expedients and exceptions to existing accounting requirements for contract modifications and hedge accounting related to transitioning from discontinued reference rates, such as LIBOR, to alternative reference rates, if certain criteria are met.

The new accounting requirements can be applied as of the beginning of the interim period including March 12, 2020, or any date thereafter, through December 31, 2024.

| | | | | | |

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

| | | | (in millions) | | |

None of the goodwill recognized is expected to be deductible for income tax purposes.

Ricolino added incremental net revenues of $105 million and operating income of $1 million in 2022.

| Inventory | | | 124 | | |

| Goodwill | | | 1,020 | | |

Management, together with our CEO and CFO, evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, [removed: 2022.][added: 2023.]

Based on this evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, [removed: 2022.][added: 2023.]

Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

Based on this assessment, management concluded that the Company’s internal control over financial reporting is effective as of December 31, [removed: 2022,] [added: 2023,] 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, [removed: 2022,] [added: 2023,] as stated in their report that appears under Item 8.

Management, together with our CEO and CFO, evaluated the changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2022.][added: 2023.]

There were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2022,] [added: 2023,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

February 2, 2024

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| | | | 122 | | |  | | |

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.

February 3, 2023

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

*(c) Insider Trading Arrangements*

Our directors and executive officers may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5–1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act.

During the quarter ended December 31, 2023, no such plans or other arrangements were adopted or terminated.

None.

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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 “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: 17, 2023 (“2023] [added: 22, 2024 (“2024] Proxy Statement”).

All of this information from the [removed: 2023] [added: 2024] Proxy Statement is incorporated by reference into this Annual Report.

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: 2022”] [added: 2023”] and “CEO Pay Ratio” in our [removed: 2023] [added: 2024] 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: 2022] [added: 2023] were:

| Equity compensation plans approved by security holders | | | [removed: 24,935,153] [added: 23,231,286] | | | | | | [removed: $46.31] [added: $49.96] | | | | | | [removed: 45,500,000] [added: 41,500,000] | | |

Information related to the security ownership of certain beneficial owners and management is included in our [removed: 2023] [added: 2024] Proxy Statement under the heading “Ownership of Equity Securities” and is incorporated by reference into this Annual Report.

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: 2023] [added: 2024] Proxy Statement.

Information required by this Item 14 is included under the heading “Board Committees and Membership – Audit Committee” in our [removed: 2023] [added: 2024] Proxy Statement.

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| [Report of Independent Registered Public Accounting [removed: Firm](#i1bac4119b2194e06919226b76bc7fa22_88)] [added: Firm](#i640facc1b2034fd6abdfa8eed815a087_88)] (PCAOB ID 238) | | | [removed: [66](#i1bac4119b2194e06919226b76bc7fa22_88)] [added: [63](#i640facc1b2034fd6abdfa8eed815a087_88)] | | |

| [Consolidated Statements of Earnings for the Years Ended December 31, [removed: 202](#i1bac4119b2194e06919226b76bc7fa22_91)[2](#i1bac4119b2194e06919226b76bc7fa22_91)[, 202](#i1bac4119b2194e06919226b76bc7fa22_91)[1](#i1bac4119b2194e06919226b76bc7fa22_91) [and 20](#i1bac4119b2194e06919226b76bc7fa22_91)[20](#i1bac4119b2194e06919226b76bc7fa22_91)] [added: 2023, 2022 and 2021](#i640facc1b2034fd6abdfa8eed815a087_91)] | | | [removed: [69](#i1bac4119b2194e06919226b76bc7fa22_91)] [added: [65](#i640facc1b2034fd6abdfa8eed815a087_91)] | | |

| [Consolidated Statements of Comprehensive Earnings for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i1bac4119b2194e06919226b76bc7fa22_94)] [added: 2021](#i640facc1b2034fd6abdfa8eed815a087_94)] | | | [removed: [70](#i1bac4119b2194e06919226b76bc7fa22_94)] [added: [66](#i640facc1b2034fd6abdfa8eed815a087_94)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 202](#i1bac4119b2194e06919226b76bc7fa22_97)[2](#i1bac4119b2194e06919226b76bc7fa22_97) [and 202](#i1bac4119b2194e06919226b76bc7fa22_97)[1](#i1bac4119b2194e06919226b76bc7fa22_97)] [added: 2023 and 2022](#i640facc1b2034fd6abdfa8eed815a087_97)] | | | [removed: [71](#i1bac4119b2194e06919226b76bc7fa22_97)] [added: [67](#i640facc1b2034fd6abdfa8eed815a087_97)] | | |

| [Consolidated Statements of Equity for the Years Ended December 31, [removed: 202](#i1bac4119b2194e06919226b76bc7fa22_100)[2](#i1bac4119b2194e06919226b76bc7fa22_100)[, 202](#i1bac4119b2194e06919226b76bc7fa22_100)[1](#i1bac4119b2194e06919226b76bc7fa22_100) [and 20](#i1bac4119b2194e06919226b76bc7fa22_100)[2](#i1bac4119b2194e06919226b76bc7fa22_100)[0](#i1bac4119b2194e06919226b76bc7fa22_100)] [added: 2023, 2022 and 2021](#i640facc1b2034fd6abdfa8eed815a087_100)] | | | [removed: [72](#i1bac4119b2194e06919226b76bc7fa22_100)] [added: [68](#i640facc1b2034fd6abdfa8eed815a087_100)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 202](#i1bac4119b2194e06919226b76bc7fa22_103)[2](#i1bac4119b2194e06919226b76bc7fa22_103)[, 202](#i1bac4119b2194e06919226b76bc7fa22_103)[1](#i1bac4119b2194e06919226b76bc7fa22_103) [and 20](#i1bac4119b2194e06919226b76bc7fa22_103)[20](#i1bac4119b2194e06919226b76bc7fa22_103)] [added: 2023, 2022 and 2021](#i640facc1b2034fd6abdfa8eed815a087_103)] | | | [removed: [73](#i1bac4119b2194e06919226b76bc7fa22_103)] [added: [69](#i640facc1b2034fd6abdfa8eed815a087_103)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i1bac4119b2194e06919226b76bc7fa22_106)] [added: Statements](#i640facc1b2034fd6abdfa8eed815a087_106)] | | | [removed: [74](#i1bac4119b2194e06919226b76bc7fa22_106)] [added: [70](#i640facc1b2034fd6abdfa8eed815a087_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](https://www.sec.gov/Archives/edgar/data/1103982/000119312522267587/d320978dex31.htm) [October] [added: of October] 19, [removed: 2022](https://www.sec.gov/Archives/edgar/data/1103982/000119312522267587/d320978dex31.htm) [(incorporated] [added: 2022 (incorporated] by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC [removed: on](https://www.sec.gov/Archives/edgar/data/1103982/000119312522267587/d320978dex31.htm) [October] [added: on October] 24, 2022).](https://www.sec.gov/Archives/edgar/data/1103982/000119312522267587/d320978dex31.htm) | | | | | | [added: | | |]

| 4.1 | | | | | | [Description of the Registrant's capital stock and debt securities registered under Section 12 of the Exchange [removed: Act.](https://www.sec.gov/Archives/edgar/data/1103982/000110398223000006/ex41_123122.htm)] [added: Act](https://www.sec.gov/Archives/edgar/data/1103982/000110398223000006/ex41_123122.htm) [(incorporated by reference to Exhibit 4.1 to the Registrant](https://www.sec.gov/Archives/edgar/data/1103982/000110398223000006/ex41_123122.htm)[’](https://www.sec.gov/Archives/edgar/data/1103982/000110398223000006/ex41_123122.htm)[s Annual Report on Form 10-K filed with the SEC on February](https://www.sec.gov/Archives/edgar/data/1103982/000110398223000006/ex41_123122.htm) [3](https://www.sec.gov/Archives/edgar/data/1103982/000110398223000006/ex41_123122.htm)[, 2023)](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: | | |]

| 4.7 | | | | | | [Indenture, by and between 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 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: | | |]

| 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). | | | | | | [added: | | |]

| 10.1 | | | | | | [364-Day Revolving Credit Agreement, dated February [removed: 23, 2022,] [added: 22, 2023,] 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 Registrant’s Current Report on Form 8-K filed with the SEC on February [removed: 23, 2022).](https://www.sec.gov/Archives/edgar/data/1103982/000119312522049955/d320598dex101.htm)] [added: 22, 2023).](https://www.sec.gov/Archives/edgar/data/1103982/000119312523044916/d452529dex101.htm)] | | | | | | [added: | | |]

| 10.2 | | | | | | [Five-Year Revolving Credit Agreement, dated February 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 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 23, 2022).](https://www.sec.gov/Archives/edgar/data/1103982/000119312522049955/d320598dex102.htm) | | | | | | [added: | | |]

| 10.3 | | | | | | [removed: [Term] [added: [Revolving] Credit Agreement, dated [removed: March 31, 2022,] [added: April 6, 2023,] 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 [removed: March 31, 2022).](https://www.sec.gov/Archives/edgar/data/1103982/000119312522091948/d320404dex101.htm)] [added: April 6, 2023](https://www.sec.gov/Archives/edgar/data/1103982/000119312523094173/d451281dex101.htm)).] | | | | | | [added: | | |]

| 10.4 | | | | | | [removed: [Term Credit] [added: [Tax Sharing and Indemnity] Agreement, [removed: dated July 11, 2022,] by and [removed: among Mondelēz International, Inc.,] [added: between] the [removed: lenders named therein] [added: Registrant] and [removed: Mizuho Bank, Ltd.,] [added: Kraft Foods Group, Inc., dated] as [removed: Administrative Agent] [added: 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 [removed: July 12, 2022).](https://www.sec.gov/Archives/edgar/data/1103982/000119312522191997/d370459dex101.htm)] [added: October 1, 2012).](http://www.sec.gov/Archives/edgar/data/1103982/000119312512411522/d418430dex101.htm)] | | | | | | [added: | | |]

| [removed: 10.5] [added: 10.10] | | | | | | [removed: [Tax Sharing and Indemnity] [added: [Settlement] Agreement, [removed: by and] between the Registrant and Kraft Foods Group, Inc., dated [removed: as of September 27, 2012] [added: June 22, 2015] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the Registrant’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed with the SEC on [removed: October 1, 2012).](http://www.sec.gov/Archives/edgar/data/1103982/000119312512411522/d418430dex101.htm)] [added: July 31, 2015).](http://www.sec.gov/Archives/edgar/data/1103982/000119312515272328/d940616dex102.htm)] | | | | | | [added: | | |]

| [removed: 10.6] [added: 10.5] | | | | | | [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: 10.7] [added: 10.6] | | | | | | [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: 10.8] [added: 10.7] | | | | | | [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: 10.9] [added: 10.8] | | | | | | [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: 10.10] [added: 10.9] | | | | | | [removed: [Investor] [added: [Mondelez International Holdings Netherlands B.V. Deed of Adherence to the Investor] Rights [removed: Agreement by] [added: Agreement, dated July 23, 2021,] and [removed: among Keurig Dr Pepper Inc., Maple Holdings] [added: Deed of Assignment of Rights Under the Investor Rights Agreement between Mondelez Coffee HoldCo] B.V. and [removed: Mondelēz] [added: Mondelez] International Holdings [removed: LLC,] [added: Netherlands B.V.,] dated July [removed: 9, 2018] [added: 23, 2021] (incorporated by reference to Exhibit 10.1 to the [removed: Registrant’s Current] [added: Registrant's Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed with the SEC on [removed: July 10, 2018).](http://www.sec.gov/Archives/edgar/data/1103982/000119312518215145/d889773dex101.htm)] [added: November 2, 2021).](https://www.sec.gov/Archives/edgar/data/1103982/000110398221000018/a93021ex101.htm)] | | | | | | [added: | | |]

| [removed: 10.11] [added: 10.39] | | | | | | [removed: [Mondelez International Holdings Netherlands B.V. Deed of Adherence to the Investor Rights Agreement, dated July 23, 2021, and Deed of Assignment] [added: [Offer] of [removed: Rights Under the Investor Rights Agreement] [added: Employment Letter,] between [removed: Mondelez Coffee HoldCo B.V.] [added: Mondelēz Global LLC] and [removed: Mondelez International Holdings Netherlands B.V.,] [added: Mariano Lozano,] dated [removed: July 23, 2021] [added: April 1, 2022] (incorporated by reference to Exhibit 10.1 to the [removed: Registrant's] [added: Registrant’s] Quarterly Report on Form 10-Q filed with the SEC on [removed: November 2, 2021).](https://www.sec.gov/Archives/edgar/data/1103982/000110398221000018/a93021ex101.htm)] [added: July 26, 2022)](https://www.sec.gov/Archives/edgar/data/1103982/000110398222000012/ex101_63022.htm).+] | | | | | | [added: | | |]