0001103982 mdlz:AdditionalSharesGrantedMember 2017-01-01 2017-12-31



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark one)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20192022
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ______________

COMMISSION FILE NUMBER 1-16483
mdlz-20221231_g1.jpg
Mondelēz International, Inc.
(Exact name of registrant as specified in its charter)
Virginia52-2284372
(State or other jurisdiction of

incorporation or organization)
(I.R.S. Employer

Identification No.)
Three Parkway North905 West Fulton Market, Suite 200
Deerfield,Chicago,Illinois6001560607
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: 847-943-4000847-943-4000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading

Symbol(s)
Name of each exchange on which registered
Class A Common Stock, no par valueMDLZThe Nasdaq Global Select Market
2.375%1.625% Notes due 20212027MDLZ21MDLZ27The Nasdaq Stock Market LLC
1.000%0.250% Notes due 20222028MDLZ22MDLZ28The Nasdaq Stock Market LLC
1.625%0.750% Notes due 20232033MDLZ23MDLZ33The Nasdaq Stock Market LLC
1.625%2.375% Notes due 20272035MDLZ27MDLZ35The Nasdaq Stock Market LLC
2.375%4.500% Notes due 2035MDLZ35MDLZ35AThe Nasdaq Stock Market LLC
4.500%1.375% Notes due 20352041MDLZ35AMDLZ41The Nasdaq Stock Market LLC
3.875% Notes due 2045MDLZ45The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x
Note: Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes   x    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerxAccelerated filer¨
Non-accelerated filer¨Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes      No  x
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, 2019,2022, was $76.7$85.1 billion. At January 31, 2020,2023, there were 1,432,943,0061,363,306,849 shares of the registrant’s Class A Common Stock outstanding.
Documents Incorporated by Reference
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 13, 202017, 2023 are incorporated by reference into Part III hereof.



Table of Contents
Mondelēz International, Inc.

Page No.
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Item 16.
In this report, for all periods presented, “we,” “us,” “our,” “the Company” and “Mondelēz International” refer to Mondelēz International, Inc. and subsidiaries. References to “Common Stock” refer to our Class A Common Stock.

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Forward-Looking Statements

This report contains a number“forward-looking statements” within the meaning of forward-looking statements. Words,Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management, including for future operations, capital expenditures or share repurchases; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; any statements of belief or expectation; and any statements of assumptions underlying any of the foregoing or other future events. Forward-looking statements may include, among others, the words, and variations of words, such as “will,” “may,” “expect,” “would,” “could,” “might,” “intend,” “plan,” “believe,” “likely,” “estimate,” “anticipate,” “likely,“objective,” “predict,” “project,” “drive,” “seek,” “aim,” “target,” “potential,” “project,“commitment,“outlook” and“outlook,” “continue” or any other similar expressions are intended to identifywords.

Although we believe that the expectations reflected in any of our forward-looking statements including but not limited to statements about:are reasonable, actual results or outcomes could differ materially from those projected or assumed in any of our forward-looking statements. Our future performance, including our future revenue growth, profitabilityfinancial condition and earnings; our strategic plan and our plan to accelerate consumer-centric growth, drive operational excellence and create a winning growth culture; our leadership position in snacking; our ability to meet consumer needs and demand and identify innovation and renovation opportunities; the results of driving operational excellence; price volatility and pricing actions; the cost environment and measures to address increased costs; our tax rate, tax positions, transition tax liability and the impact of U.S. and Swiss tax reform on our future results; market share; the United Kingdom’s withdrawal from the European Union and its impact on our results, including the consequences ofoperations, as well as any trade or other cross-border operating agreements, or failure to reach agreements, following the United Kingdom's withdrawal from the European Union; the costs of, timing of expenditures under and completion of our restructuring program; category growth; our effect on demand and our market position; consumer snacking behaviors; commodity prices and supply; investments; research, development and innovation; political and economic conditions and volatility; consumer confidence; the effect of the imposition of increased or new tariffs, quotas, trade barriers or similar restrictions on our sales or key commodities and potential changes in U.S. trade programs, trade relations, regulations, taxes or fiscal policies; currency exchange rates, controls and restrictions and volatility in foreign currencies; the application of highly inflationary accounting for our Argentinean subsidiaries and the potential for and impacts from currency devaluation in other countries; our e-commerce channel strategies; manufacturing and distribution capacity; changes in laws and regulations, regulatory compliance and related costs; our ownership interest in Keurig Dr Pepper; operating lease liability; the outcome and effects on us of legal proceedings and government investigations; the estimated value of goodwill and intangible assets; amortization expense for intangible assets; impairment of goodwill and intangible assets and our projections of operating results and other factors that may affect our impairment testing; our accounting estimates and judgments and the impact of new accounting pronouncements; pension obligations, expenses, contributions and assumptions; employee benefit plan expenses, obligations and assumptions; compensation expense; our sustainability and mindful snacking strategies, goals and initiatives and the impacts of climate change; the Brazilian indirect tax matter; our liability related to our withdrawal from the Bakery and Confectionery Union and Industry International Pension Fund; the impacts of the malware incident; our ability to prevent and respond to cybersecurity breaches and disruptions; our liquidity, funding sources and uses of funding, including our use of commercial paper; the planned phase out of London Interbank Offered Rates; our risk management program, including the use of financial instruments and the impacts and effectiveness of our hedging activities; working capital; capital expenditures and funding; share repurchases; dividends; long-term value for our shareholders; guarantees; and our contractual obligations.

These forward-looking statements, involveare subject to change and to inherent risks and uncertainties, many of which are beyond our control. Important factors that could cause our actual results or performance to differ materially from those describedcontained in or implied by our forward-looking statements include, but are not limited to, the following:

weakness in macroeconomic conditions in our markets, including as a result of inflation (and related monetary policy actions by governments in response to inflation), volatility of commodity and other input costs and availability of commodities;
geopolitical uncertainty, including the impact of ongoing or new developments in the war in Ukraine, related current and future sanctions imposed by governments and other authorities and related impacts, including on our business operations, employees, reputation, brands, financial condition and results of operations;
global or regional health pandemics or epidemics, including COVID-19;
competition and our response to channel shifts and pricing and other competitive pressures;
pricing actions;
promotion and protection of our reputation and brand image;
weakness in consumer spending and/or changes in consumer preferences and demand and our ability to predict, identify, interpret and meet these changes;
risks from operating globally, including in emerging markets; changes in currency exchange rates, controlsmarkets, such as political, economic and restrictions; continued volatilityregulatory risks;
the outcome and effects on us of commoditylegal and other input costs; weakness in economic conditions; weakness in consumer spending; pricing actions; tax mattersproceedings and government investigations, including changes in tax rates and laws, disagreements with taxing authorities and imposition of new taxes; the European Commission legal matter;
use of information technology and third party service providers;
unanticipated disruptions to our business, such as the malware incident,incidents, cyberattacks or other security breaches; competition; protection of our reputationbreaches, and brand image; supply, commodity, labor and transportation constraints;
our ability to innovateidentify, complete, manage and differentiaterealize the full extent of the benefits, cost savings or synergies presented by strategic transactions, including our products; recently completed acquisitions of Ricolino, Clif Bar, Chipita, Gourmet Food, Grenade and Hu, and the anticipated closing of our planned divestiture of our developed market gum business in North America and Europe;
our investments and our ownership interests in those investments, including JDE Peet's and KDP;
the restructuring program and our other transformation initiatives not yielding the anticipated benefits;
changes in the assumptions on which the restructuring program is based; management
the impact of climate change on our workforce; supply chain and operations;
consolidation of retail customers and competition with retailer and other economy brands;
changes in our relationships with customers, suppliers or customers;distributors;
management of our workforce and shifts in labor availability or labor costs;
compliance with legal, regulatory, tax orand benefit lawlaws and related changes, claims or actions;
perceived or actual product quality issues or product recalls;
failure to maintain effective internal control over financial reporting or disclosure controls and procedures;
our ability to protect our intellectual property and intangible assets;
tax matters including changes in tax laws and rates, disagreements with taxing authorities and imposition of new taxes;
changes in currency exchange rates, controls and restrictions;
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volatility of and access to capital or other markets, the impacteffectiveness of climate change on our supply chaincash management programs and operations; strategic transactions; our liquidity;
pension costs;
significant changes in valuation factors that may adversely affect our impairment testing of goodwill and intangible assets; perceivedand
the risks and uncertainties, as they may be amended from time to time, set forth in our filings with the U.S. Securities and Exchange Commission, including this Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.

There may be other factors not presently known to us or which we currently consider to be immaterial that could cause our actual product quality issues or product recalls; failureresults to maintain effective internal control over financial reporting; volatility of and access to capital or other markets; pension costs; the expected discontinuance of London Interbank Offered Rates and transition todiffer materially from those projected in any other interest rate benchmark; and our ability to protect our intellectual property and intangible assets.forward-looking statements we make. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this report except as required by applicable law or regulation. In addition, historical, current and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.




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PART I
Item 1. Business.

General

Mondelēz International’s purpose is to empower people to snack right. We sell our products in over 150 countries around the world. We are one of the world’s largest snack companies with global net revenues of $25.9$31.5 billion and net earnings of $3.9$2.7 billion in 2019.2022. Our core business is making and selling chocolate, biscuits and baked snacks. We make and sell primarily snacks,also have additional businesses in adjacent, locally relevant categories including biscuits (cookies, crackers and salted snacks), chocolate, gum & candy, as well as various cheese & grocery and powdered beverage products. We have operations in approximately 80 countries and sell our products in over 150 countries around the world.beverages. Our portfolio includes iconic snackglobal and local brands such as Oreo, Ritz, LU, CLIF Bar and Tate’s Bake Shop biscuits and baked snacks, as well as Cadbury Dairy Milk, Milka and Toblerone chocolate; chocolate.
Oreo, belVita
We strive to create a positive impact on the world and LU biscuits; Halls candy; Trident gumcommunities in which we operate while driving business performance. Our goal is to lead the future of snacking around the world by offering the right snack, for the right moment, made the right way. We aim to deliver a broad range of delicious, high-quality snacks that nourish life’s moments, made with sustainable ingredients and Tang powdered beverages.

packaging that consumers can feel good about. We are proud members of the Dow Jones Sustainability Index, Standardremain committed to driving longstanding and Poor’s 500 and Nasdaq 100. Our Common Stock trades on The Nasdaq Global Select Market under the symbol “MDLZ.” Mondelēz International has been incorporatedenduring positive change in the Commonwealth of Virginia since 2000.world.

Strategy

We aim to be the global leader in snacking by focusing on growth, execution, culture and culture. In 2019, we began to operate under a newsustainability. Our strategic plan that builds on our strong foundations, including our unique portfolioleadership in attractive categories, an attractive global footprint, a strong core of iconic global and local brands, our attractive global footprint, our market leadership in developedmarketing, sales, distribution and emerging markets, our deep innovation, marketing and distributioncost excellence capabilities, and our margin expansion in recent years that allows us to make ongoing investments in our product portfolio.top talent with a growth mindset.

Our plan to drive long-term growth includes threefour strategic priorities:

Accelerate consumer-centric growth. Our consumers are the reason we want to be the best snacking company in the world, and we put them at the heart of everything we do. With our consumers in mind, we are focused on accelerating consumer-centricand increasing our focus on chocolate, biscuits and baked snacks by investing in both our global and local brands. We are working to deliver multi-category growth drivingin key geographies, expand our presence in high growth channels and increase our presence in under-represented segments and price tiers. As demands on consumers’ time increase and consumer eating habits evolve, we aim to meet consumers' snacking needs. We plan to test, learn and scale new product offerings quickly to meet diverse and evolving local and global snacking demand.

Drive operational excellence. Our operational excellence and creatingcontinuous improvement plans include a special focus on the consumer-facing areas of our business and optimizing our sales, marketing and customer service efforts. To drive productivity gains and cost improvements across our business, we also plan to continue leveraging our global shared services platform, driving greater efficiencies in our supply chain informed by a consumer-centric approach and applying strong cost discipline across our operations. We expect the improvements and efficiencies we drive will fuel our growth and continue to expand profit dollars. We are also focused on boosting digital commerce and our digital transformation program that will help to enable consumer demand and sales opportunities.

Build a winning growth culture.To support the acceleration of our growth, we are becoming more agile, digital and local-consumer focused. We are committed to investing in a diverse and talented workforce that helps our business move forward with greater speed and agility along with future-forward growth capabilities. We empower our local teams to innovate and deliver consumers’ snacking needs while continuing to leverage our global scale to efficiently support our growth strategy. We have given our local teams more autonomy to drive commercial and innovation plans as they are closer to the needs and desires of consumers. We will continue to leverage the efficiency and scale of our regional operating units while empowering our local and commercial operations to respond faster to changing consumer preferences and capitalize on growth opportunities. We believe our commitment to diversity, equity and inclusion and operating and cultural shifts to continue building a winning growth culture will help drive profitable top-line growth.

Accelerate consumer-centric growth.
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Scale sustainable snacking. We continue to focus significant efforts to drive progress against our core initiatives for more sustainable and mindful snacking. We have a clear strategic approach to focus on the areas where we believe we can drive the most impact with a sustainable snacking strategy, with environmental, social and governance (“ESG”) goals and initiatives that include significant involvement and oversight by our leadership and Board of Directors. This includes ongoing efforts to sustainably source key ingredients, reduce our end-to-end environmental impact and innovate our processes and packaging to reduce waste and promote recycling. Please see our Sustainability and Mindful Snacking section below.

As demands on consumers’ time increase and consumer eating habits evolve, we aim to meet consumers' snacking needs by providing the right snack, for the right moment, made the right way. We have developed innovative approaches to identify and address how consumers snack across different emotional and functional needs and occasions that we believe will allow us to meet their needs and identify new innovation and renovation opportunities. We plan to test, learn and scale new product offerings quickly to meet diverse and evolving local and global snacking demand. We believe our understanding of consumers’ behavior will continue to lead to our meeting more of their needs and the growing demand for snacks.

Drive operational excellence. Our operational excellence and continuous improvement plans include a special focus on the consumer-facing areas of our business and optimizing our sales, marketing and customer service efforts. To drive productivity gains and cost improvements across our business, we also plan to continue leveraging our global shared services platform, driving greater efficiencies in our supply chain and continuing to utilize Zero-Based Budgeting across our operations. We expect the improvements and efficiencies we drive will fuel our growth and continue to expand profit dollars. At the same time, we are continuing our efforts to sustainably source key ingredients, reduce our end-to-end environmental impact and innovate our processes and packaging to reduce waste and promote recycling.

Build a winning growth culture. To support the acceleration of our growth, we are becoming more agile, digital and local-consumer focused. We are giving our local teams more autonomy to drive commercial and innovation plans as they are closer to the needs and desires of consumers. We will continue to leverage the efficiency and scale of our regional operating units while empowering our local commercial operations to respond faster to changing consumer preferences and capitalize on growth opportunities. Our digital transformation program will also help to enable consumer demand and sales opportunities. We believe these operating and cultural shifts will help drive profitable top-line growth.

We run our business with a long-term 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.


Global Operations
Operating
We sell our products in over 150 countries and have operations in approximately 80 countries, including 148 manufacturing and processing facilities across 46 countries. The portion of our net revenues generated outside the United States was 73.6% in 2022, 75.1% in 2021 and 73.2% in 2020. For more information on our U.S. and non-U.S. operations, refer to Note 18, Segment Reporting; on our manufacturing and other facilities, refer to Item 2, Properties; and risks related to our operations outside the United States, see Item 1A, Risk Factors.

We also monitor our revenue growth across emerging markets and developed markets:
Our emerging markets include our Latin America region in its entirety; the Asia, Middle East and Africa (“AMEA”) region, excluding Australia, New Zealand and Japan; and the following countries from the Europe region: Russia, Ukraine, Türkiye, Kazakhstan, Georgia, Poland, Czech Republic, Slovak Republic, Hungary, Bulgaria, Romania, the Baltics and the East Adriatic countries.
Our developed markets include the entire North America region, the Europe region excluding the countries included in the emerging markets definition, and Australia, New Zealand and Japan from the AMEA region.

Reportable Segments

Our operations and management structure are organized into four operating segments:
Latin America
Asia, Middle East and Africa (“AMEA”)AMEA
Europe
North America


We manage our operations by region to leverage regional operating scale, manage different and changing business environments more effectively and pursue growth opportunities as they arise across our key markets. Our regional management teams have responsibility for the business, product categories and financial results in the regions.


We use segment operating income to evaluate segment performance and allocate resources. We believe it is appropriate to disclose this measure to help investors analyze segment performance and trends. For a definition and reconciliation of segment operating income to consolidated pre-tax earnings as well as other information on our segments,Please see Note 18, Segment Reporting.

Our segment net revenues for each of the last three years were:
 For the Years Ended December 31,
 2019 2018 2017
 (in millions)
Net revenues:     
Latin America$3,018
 $3,202
 $3,566
AMEA5,770
 5,729
 5,739
Europe9,972
 10,122
 9,794
North America7,108
 6,885
 6,797
 $25,868
 $25,938
 $25,896

Our segment operating income for each of the last three years was:
 For the Years Ended December 31,
 2019 2018 2017
 (in millions, except percentages)
Segment operating income:           
Latin America$341
 8.1% $410
 11.1% $564
 14.7%
AMEA691
 16.4% 702
 19.0% 514
 13.4%
Europe1,732
 41.1% 1,734
 46.9% 1,610
 42.0%
North America1,451
 34.4% 849
 23.0% 1,144
 29.9%
 $4,215
 100.0% $3,695
 100.0% $3,832
 100.0%

Please see and Management’s Discussion and Analysis of Financial Condition and Results of Operations for items affecting the comparability of results and a review of our operating results.additional information.

Product Categories

Our brands span five product categories:
Biscuits & Baked Snacks (including cookies, crackers, salted snacks, snack bars and salted snacks)cakes & pastries)
Chocolate
Gum & candy
Beverages
Cheese & grocery


Seasonality
During 2019,
Demand for our segments contributed to our net revenuesproducts is generally balanced throughout the year, with increases in the following product categories:fourth quarter primarily because of holidays and other seasonal events. Depending on the timing of Easter, the holiday sales may shift between and affect net revenue in the first and second quarter.



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  Percentage of 2019 Net Revenues by Product Category
Segment Biscuits Chocolate 
Gum &
Candy
 Beverages Cheese & Grocery Total
Latin America 2.7% 2.7% 3.2% 1.7% 1.3% 11.6%
AMEA 7.1% 8.0% 3.3% 2.1% 1.7% 22.2%
Europe 11.6% 19.8% 2.7% 0.4% 4.1% 38.6%
North America 22.8% 1.0% 3.8% % % 27.6%
  44.2% 31.5% 13.0% 4.2% 7.1% 100.0%

Within our product categories, classesTable of products that contributed 10% or more to consolidated net revenues were:
 For the Years Ended December 31,
 2019 2018 2017
Biscuits - Cookies, crackers and other37% 36% 36%
Chocolate - Tablets, bars and other32% 32% 31%

Divestitures and Acquisitions

For information on divestitures and acquisitions that impacted our results, please refer to Note 2, Divestitures and Acquisitions.Contents

Customers

We generally sell our products to supermarket chains, wholesalers, supercenters, club stores, mass merchandisers, distributors, convenience stores, gasoline stations, drug stores, value stores and other retail food outlets. We also sell products directly to businesses and consumers through various pure play e-retail platforms, retailer digital platforms, our direct-to-consumer websites and social media platforms. No single customer accounted for 10% or more of our net revenues from continuing operations in 2019. Our five largest customers accounted for 17.0%2022. For a discussion of long-term demographics, consumer trends and demand, refer to our tenFinancial Outlook largest customers accounted for 23.2%within Management’s Discussion and Analysis of net revenues from continuing operations in 2019.Financial Condition and Results of Operations.

Seasonality

Distribution and Marketing
Demand for
We distribute our products is generally balanced over the secondthrough direct store delivery, company-owned and satellite warehouses, distribution centers, third quarters of the year and increases in the first and fourth quarters primarily because of holidaysparty distributors and other seasonal events. Depending on when Easter falls, Easter holidayfacilities. We use the services of independent sales may shift betweenoffices and agents in some of our international locations. Through our global digital commerce organization and capabilities, we pursue online growth with partners in key markets around the firstworld, including both pure e-tailers and second quarter.omni-channel retailers. We build inventory based on expected demandcontinue to invest in advertising and typically fill customer orders withinconsumer promotions, talent and digital capabilities. Our digital commerce channel strategies play a few days of receipt socritical role in our ambition to be the backlog of unfilled orders is not material. Funding for working capital items, including inventory and receivables, is normally sourced from operating cash flows and short-term commercial paper borrowings. For additional information on our liquidity, working capital management, cash flow and financing activities, see Liquidity and Capital Resources, Note 1, Summary of Significant Accounting Policies, and Note 9, Debt and Borrowing Arrangements, appearing laterglobal leader in this 10-K filing.snacking.

Competition

We face competitionconduct marketing efforts through 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.

Research, Development and Innovation

We work to understand consumer needs and deliver snacks with consistent quality and taste. We continue to invest in all aspectsa global network of technical centers to research and support our growth while continuing to innovate our processes. Our innovation and new product development objectives include continuous improvement in food safety and quality, growth through new products, superior consumer satisfaction and reduced production costs. Our innovation efforts focus on anticipating consumer demands and adapting quickly to changing market trends. We work to test-and-learn new ideas and implement successful ones into other areas of our business. CompetitorsMindful snacking and sustainability are a significant focus of our current research and development initiatives. 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. We aim to address consumer needs and market trends and leverage scalable innovation platforms, sustainability programs and breakthrough technologies in order to delight our consumers, fuel our growth and reduce our environmental impact. We are focusing our technical research and development resources at 12 technical centers around the globe to drive growth, creativity, greater effectiveness, improved efficiency and accelerated project delivery.

We also have a dedicated innovation and venture hub, SnackFutures, which is designed to capitalize on consumer trends and emerging growth opportunities in mindful snacking. The group’s priorities support incremental growth against three key strategic areas: invent new brands and businesses, invest in early-stage entrepreneurs, and amplify SnackFutures’ impact with the CoLab start-up engagement and mentoring program built to provide start-ups with tools, technologies and expertise that can help them learn, grow and succeed.

Competition

We operate in highly competitive markets that include large multinational as well as numerousglobal, regional and local competitors, including new start-up brands and regional companies.businesses. Some competitors have different profit objectives and investment time horizons than we do and therefore may approach pricing and promotional decisions differently. We compete based on product quality, brand recognition and loyalty, service, product innovation, taste, convenience, nutritional value, the ability to identify and satisfy consumer preferences, effectiveness of our digital and other sales and marketing strategies, routes to market and distribution networks, promotional activity and price. ImprovingOur advantaged global footprint, operating scale and portfolio of brands have all significantly contributed to building our market-leading positions across most of the product categories in which we sell. To grow and maintain our market position or introducingpositions, we focus on meeting consumer needs and preferences through a local-first commercial focus, new digital and other sales and marketing initiatives,
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product requires substantialinnovation and high standards of product quality. We also continue to optimize our manufacturing and other operations and invest in our brands through ongoing research and development, advertising, and promotional expenditures. We believe these investments lead to better products for the consumer and support our growth and market position.

Distribution and Marketing

We generally sell our products to supermarket chains, wholesalers, supercenters, club stores, mass merchandisers, distributors, convenience stores, gasoline stations, drug stores, value stores and other retail food outlets. We distribute our products through direct store delivery, company-owned and satellite warehouses, distribution centers and other facilities. We use the services of independent sales offices and agents in some of our international locations.

Through our global e-commerce organization and capabilities, we pursue online growth with partners in key markets around the world, including both pure e-tailers and brick-and-mortar retailers. We continue to invest in both talent and digital capabilities. Our e-commerce channel strategies will play a critical role in our ambition to be the best snacking company in the world.

We conduct marketing efforts through three principal sets of activities: (i) consumer marketing and advertising including on-air, print, outdoor, digital and social media 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.promotions.

Raw Materials and Packaging

We purchase and use large quantities of commodities, including cocoa, dairy, wheat, palm and other vegetableedible oils, sugar and other sweeteners, flavoring agents and nuts. In addition, we purchase and use significant quantities of packaging materials to package our products and natural gas, fuels and electricity for our factories and warehouses. We monitor worldwide supply, commodity cost and currency trends so we can sustainably and cost-effectively secure ingredients, packaging and fuel required for production.

A number of external factors such as changing weather patterns and conditions, commodity market conditions, 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. We address higher commodity costs and currency impacts primarily through hedging, higher pricing and manufacturing and overhead cost control. We use hedging techniques to limit the impact of fluctuations in the cost of our principal raw materials; however, we may not be able to fully hedge against commodity cost changes, and our hedging strategies may not protect us from increases in specific raw material costs.

Due to factors noted above, the costs of our principal raw materials can fluctuate. AtCommodity 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 from numerous sources.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 additional information, on our commodity costs, refer to the Commodity Trends section within Management’sDiscussion and Analysis of Financial Conditionand Results of Operationsand Commodity Trends. For information on our ongoing sustainability efforts and programs, refer to Sustainability and Well-BeingMindful Snacking below.

Human Capital

We believe the strength of our workforce is one of the significant contributors to our success as a global company that leads with purpose. All our employees contribute to our success and help us drive strong financial performance. Attracting, developing and retaining global talent with the right skills to drive our business is central to our purpose, mission and long-term growth strategy. Beyond this, diversity is a strength that drives innovation and growth, and we strive to champion diversity, inclusion, and economic empowerment.

Workforce Profile: At December 31, 2022, we had approximately 91,000 employees. At December 31, 2022, we had approximately 13,000 U.S. employees and approximately 78,000 employees outside the United States, with employees represented by labor unions or workers’ councils representing approximately 28% of our U.S. employees and approximately 50% of our employees outside the United States.

Workplace Safety and Wellness: We promote a strong culture of safety and prioritize keeping all our employees, contractors and visitors safe. To accomplish this, we employ comprehensive health, safety and environment management policies and standards throughout the organization. In addition, we strive to continuously improve our work processes, tools and metrics to reduce workplace injuries and enhance safety.

In response to the COVID-19 pandemic, we will continue to take appropriate measures in 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. We remain committed to providing a modern and flexible approach to how and where we work. We have established a hybrid-model that embraces the benefits of flexibility and collaboration, and expect our office-based employees to engage with colleagues, customers and suppliers in-person on a regular basis.

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.
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In addition, we have many communities and sponsored programs tailored for our diverse workforce, including those that foster gender and race equality. At the end of 2022, women held 41% of global management roles (defined as Director and above) and 40% of executive leadership roles (defined as the Management Leadership Team plus one level below). In September 2020, we announced our goal to double Black representation in our U.S. management team by 2024. For our U.S. leadership, Black employees held 5.5% of management roles (defined as Director and above) at the end of 2022 and 5.1% at the end of 2021.

Our DE&I commitment is led from the top and driven throughout the organization by our Management 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.

We also include specific DE&I metrics as a part of the strategic scorecard within our annual incentive plan for our CEO and other senior leaders. The scorecard is used consistently across the Company at both the corporate and region level and is linked directly to the four pillars of our strategy – growth, execution, culture and sustainability.

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.

Talent Management and Development: Maintaining a robust pipeline of talent is crucial to our ongoing success and is a key aspect of succession planning efforts across the organization. Our leadership and people teams are responsible for attracting and retaining top talent by facilitating an environment where employees feel supported and encouraged in their professional and personal development. Specifically, we promote employee development by reviewing strategic positions regularly and identifying potential internal candidates to fill those roles, evaluating job skill sets to identify competency gaps and creating developmental plans to facilitate employee professional growth. We invest in our employees through training and development programs, on the job experiences, coaching, as well as tuition reimbursement for a majority of our employees in the United States to promote continued professional growth. We provide technical and leadership programs across the organization that enable colleagues to grow skills and capabilities to become more successful. We also have dedicated talent programs that support and accelerate leadership development and strengthen our succession plans. 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.

Culture and Employee Engagement: We conduct confidential engagement surveys frequently of our global workforce that are administered and analyzed by an independent third party. Aggregate survey results are reviewed by executive officers and the Board of Directors. Based on the results, we create action plans at global, regional, functional and managerial levels. By acting on results both at an aggregate enterprise level and a department/business/work group level, we have been able to enhance our culture and improve our overall engagement.

We believe this reflects our ongoing 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.

Total Rewards: As part of our total rewards philosophy, we offer competitive compensation and benefits to attract and retain top talent. Our compensation programs are designed to reinforce our growth agenda and talent strategy as well as drive a strong connection between the contributions of our employees and their pay. We believe the structure of our compensation packages provides the appropriate incentives to attract, retain and motivate our employees. Further, to foster a strong sense of ownership and align the interests of employees with shareholders, we grant stock-based incentives to most senior-level employees.

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We also continue to evolve our programs to meet our employees’ health and wellness needs. 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 resources. In 2022, we expanded our Employee Assistance Programs to reach all global colleagues.

We are committed to equal pay for equal work, regardless of gender, race, ethnicity or other personal characteristics. To deliver on that commitment, we benchmark and set pay ranges based on market data and consider various factors such as an employee’s role and experience, job location and performance. We also regularly review our compensation practices to promote fair and equitable pay.

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

Our last global analysis in 2022 encompassed 83 countries and over 33,000 employees. From this analysis, we noted our pay gap between male and female employees was less than 1%. We anticipate this gap will further decrease through pay adjustments for employees identified during the review. In the United States, we also review pay for salaried employees in the same pay grade by race/ethnicity (Asian, Black and Hispanic). The 2022 independent analysis found no systemic issues and no negative pay gap between non-white and white employees.

Sustainability and Mindful Snacking

Snacking Made Right is the lens through which we determine our ESG priorities to deliver on our mission of leading the future of snacking by offering the right snack, for the right moment, made the right way. We have a clear strategic approach to making snacking right, so we can drive innovative, more sustainable business growth the right way for people and the planet. At our 2022 investor update, we unveiled the evolution of our growth strategy elevating sustainability as a fourth pillar in our long-term growth strategy now sitting alongside growth, execution and culture.

We focus where we believe we can make a bigger difference and deliver greater long-term positive impact. Our strategy and goals in these key focus areas are central to supporting our growth around the world and underpinned by our focus on promoting a culture of safety, quality, inclusivity and equity. Our goal includes more sustainable sourcing of key ingredients, reducing our environmental footprint, promoting the rights of people across our value chain, and evolving our portfolio to offer a broader range of high-quality snacks addressing consumer needs while encouraging consumers to snack mindfully. In 2022 we made progress against these goals, such as expanding our signature raw material sourcing programs. In 2022 we announced the next phase of Cocoa Life backed by an additional $600 million investment through 2030, for a total $1 billion investment since the start of the program.

The Governance, Membership and Sustainability Committee of our Board of Directors oversees our ESG policies and programs related to corporate citizenship, social responsibility, and public policy issues significant to us such as sustainability and environmental responsibility; food labeling, marketing and packaging; philanthropic and political activities and contributions; and Board of Directors ESG education and capabilities. The People and Compensation Committee of our Board of Directors oversees our diversity, equity and inclusion priorities, as well as workplace safety and employee wellness, pay equity, talent sourcing strategies, talent management and development programs and ESG KPIs for incentive plans. The Audit Committee of our Board of Directors oversees our safety priorities, goals and performance, as well as our ESG-related disclosure in SEC filings, including controls and assurance. Our ESG goals are part of our risk and strategic planning processes and are also embedded across our organization and within our annual incentive compensation program for our leadership. Business leadership teams and our Board of Directors regularly review progress toward these programs and priorities.

We discuss our ESG goals and programs in detail in our annual Snacking Made Right report available on our website. We also publish an ESG disclosure data sheet that outlines our alignment with the Sustainability Accounting Standards Board (“SASB”) and Task Force on Climate-related Financial Disclosures (“TCFD”) reporting frameworks. We also provide our annual CDP Climate Change, Water Security and Forests disclosure.

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Intellectual Property

Our intellectual property rights (including trademarks, patents, copyrights, registered designs, proprietary trade secrets, recipes, technology and know-how) are material to our business.

We own numerous trademarks and patents in many countries around the world. Depending on the country, trademarks remain valid for as long as they are in use or their registration status is maintained. Trademark registrations generally are renewable for renewable, fixed terms. We also have patents for a number of current and potential products. Our patents cover inventions ranging from packaging techniques to processes relating to specific products and to the products themselves. Our issued patents extend for varying periods according to the date of patent application filing or grant and the legal term of patents in the various countries where patent protection is obtained. The actual protection afforded by a patent, which can vary from country to country, depends upon the type of patent, the scope of its coverage as determined by the patent office or courts in the country, and the availability of legal remedies in the country. While our patent portfolio is material to our business, the loss of one patent or a group of related patents would not have a material adverse effect on our business.

From time to time, we grant third parties licenses to use one or more of our trademarks, patents and/or proprietary trade secrets in connection with the manufacture, sale or distribution of third partythird-party products. Similarly, we sell some products under brands, patents and/or proprietary trade secrets we license from third parties. In our agreement with Kraft Foods Group, Inc. (which is now part of The Kraft Heinz Company), we each granted the other party various licenses to use certain of our and their respective intellectual property rights in named jurisdictions following the spin-off of our North American grocery business.business in 2012.


Research and Development

We pursue four objectives in research and development: food safety and quality, growth through new products, superior consumer satisfaction and reduced production costs. Our innovation efforts focus on anticipating consumer demands and adapting quickly to changing market trends. Well-being and sustainability are a significant focus of our current research and development initiatives. These initiatives aim to accelerate our growth and margins by addressing consumer needs and market trends and leveraging scalable innovation platforms, sustainability programs and initiatives as well as breakthrough technologies. In 2019, we completed a $65 million plan to build out and modernize our network of global research and development facilities. We modernized our technical center facilities at Suzhou, China; Jurong, Singapore and Thane, India in 2018. In 2019, we also completed the modernization of technical centers in Curitiba, Brazil and Mexico City, Mexico. In addition, we have invested in the Pasuruan Cocoa Technology Centre in Indonesia, which is scheduled to fully open in 2020. We are focusing our technical resources at twelve key locations to drive growth and innovation. Our network of technical centers enable greater effectiveness, improved efficiency and accelerated project delivery. These locations are in Curitiba, Brazil; Suzhou, China; Thane, India; Pasuruan, Indonesia; Mexico City, Mexico; East Hanover, New Jersey; Wroclaw, Poland; Jurong, Singapore; Bournville, United Kingdom; Reading, United Kingdom; Saclay, France and Munich, Germany.

At December 31, 2019, within our global research, development & quality services area, we had approximately 2,400 scientists, engineers and other personnel, of which 1,900 are primarily focused on research and development and the remainder are primarily focused on quality assurance and regulatory affairs. Our research and development expense was $351 million in 2019, $362 million in 2018 and $366 million in 2017.

Regulation

Our food products and ingredients are subject to local, national and multinational regulations related to labeling, health and nutrition claims, packaging, pricing, marketing and advertising, data privacy and related areas. In addition, various jurisdictions regulate our operations by licensing and inspecting our manufacturing plants and facilities, enforcing standards for select food products, grading food products, and regulating trade practices related to the sale and pricing of our food products. Many of the food commodities we use in our operations are subject to government agricultural policy and intervention. These policies have substantial effects on prices and supplies and are subject to periodic governmental and administrative review. In addition, increased attention to environmental and social issues in industry supply chains has led to developing different types of regulation in many countries. The lack of a harmonized approach can lead to uneven scrutiny or enforcement, which can impact our operations.

Examples of laws and regulations that affect our business include workplace safety regulations; selective food taxes,taxes; labeling requirements such as front-of-pack labeling andbased on nutrient profiling,profiles or environmental claims; sales or media and marketing restrictions such as restrictionsthose on promotions or advertising products with specified nutritionnutrient profiles on certain channels or platforms or during certain hours of the day, potential withdrawal of trade concessions as dispute settlement retaliation,day; sanctions on sales or sourcing of raw materials,materials; cross-border trade concessions or border barriers; corporate tax policies of the United States and other countries; and packaging taxes. In addition, over 25 countries in the European Union have implemented extended producer responsibility fees and(“EPR”) policies as part of national packaging taxes. We will continue to monitor developments in laws and regulations. At this time, we do not expectwaste policies that make manufacturers responsible for the cost of complying with existing lawsrecycling food and beverage packaging after consumers use it. These range from mandatory regulations will be material. Also refer to Note 1, Summary of Significant Accounting Policies – Currency Translationvoluntary agreements between government and Highly Inflationary Accounting, for additional information on government regulationsindustry to voluntary industry initiatives. EPR policies are being implemented or contemplated in other jurisdictions around the world, including India, Vietnam and currency-related impacts on our operationscertain states in the United Kingdom, ArgentinaStates. Single-use plastic bans and other countries.plastic taxes are being considered in Europe as well as countries including Indonesia and the Philippines.

Environmental Regulation

Throughout the countries in which we do business, we are subject to local, national and multinational environmental laws and regulations relating to the protection of the environment. We have programs across our business units designed to meet applicable environmental compliance requirements. In the United States, the laws and regulations include the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act and the Comprehensive Environmental Response, Compensation, and Liability Act. We track regulatory developments in various jurisdictions relatingare also subject to the use of plastic in packaging materialslegislation designed to reduce emissions from greenhouse gases, and many countries are considering introducing carbon taxes linked to thethat could increase our production costs of waste so that we can comply with evolving requirements. We believe that our compliance with existing environmental laws and regulations will not have a material effect on our financial results.


Sustainability and Well-Being

Our 2025 sustainable snacking strategy provides a clear roadmap, which we believe puts us at the forefront of sustainable ingredient sourcing and continuing to contribute to addressing climate change by reducing emissions. We are focused on making our snacks with less energy, water and waste, with ingredients consumers know and trust. We have specific goals to which we hold ourselves accountable, and we are continuing to make progress in our efforts to deliver meaningful change.

We are proud of the progress we achieved to date and excited about where we are going. By living our purpose to empower people to snack right, we believe we can continue to have a positive impact on the livesor those of our consumers and the world around us. We have been focused on sustainability for many years and we continue to enhance and evolve our sustainability goals and reporting. We will issue our 2019 Snacking Made Right report, which will include our progress toward our sustainability goals, later this year.

Our 2025 sustainability and mindful snacking goals include:
Minimizing food waste, end-to-end CO2 emissions and priority water usage by 2025
Making all packaging recyclable by 2025 to further reduce our environmental footprint
Scaling our Cocoa Life sustainability program even further so that by 2025, Cocoa Life will produce 100% of the cocoa volume we require for our chocolate brands
Growing portion control products to 20 percent of snacks net revenue by 2025
Including portion amounts and mindful snacking information on all packages globally by 2025

suppliers.
Our 2025 sustainability goals are designed to make a meaningful impact on how we address climate change and are based on an end-to-end, science-based approach to reducing our carbon footprint, including reducing our absolute CO
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emissions from manufacturing and addressing deforestation in key raw material supply chains. We are also working to cut our absolute water footprint in manufacturing, focusing on priority sites where water is most scarce. We continue to work on reducing wastemonitor developments in manufacturing and packaging.

In ingredient sourcing, we continue to leverage our global operating scale to secure sustainable raw materials and work with suppliers to drive meaningful social and environmental changes, focusing where we can make the greatest impact. For example, we launched our Cocoa Life program in 2012 and are investing up to $400 million through 2022 to build a sustainable cocoa supply. We are also improving sustainability in our wheat supply by working with farmers in North America and through our Harmony program in Europe.

We are focused on consumer well-being. Our mindful snacking strategy aligns with our purpose to empower people to snack right. Continuing to evolve our portfolio so that we are offering a broad range of high-quality snacks to meet consumers' expanding needs is central to our strategy of accelerating our growth. At the same time, we are working to empower and encourage consumers to snack mindfully with portion control offerings and labeling. Expanding our portion control options – snacks that are 200 calories or less and are individually wrapped – enables people to enjoy the treats they love, become more mindful about what they eat and manage their daily calorie intake.

The Governance, Membership and Public Affairs Committee of our Board of Directors is responsible for overseeing our sustainable snacking and mindful snacking strategies. Our goals are part of our strategic planning process, and therefore, progress and key activities are regularly reported to the Board of Directors and the business leadership teams. Climate change, CO2 emissions, energy, well-being and other sustainability matters are key focus areas in our strategy.

We have a robust Enterprise Risk Management ("ERM") process for identifying, measuring, monitoring and managing risks, with oversight by the Risk and Compliance Committee ("MRCC"), which reports annually to the Audit Committee of our Board of Directors. The purpose of the MRCC is to oversee how we identify and assess the most significant inherent risks to our business so we may adequately mitigate them or monitor them across the Company. All identified risks are vetted by the MRCC and remain under the MRCC’s governance. Ownership of specific risks is assigned at the Mondelēz Leadership Team ("MLT") level (MLT members report directly to the CEO). As owners of each specific risk, MLT members are responsible for verifying that appropriate mitigation controls and monitoring systems are in place. The risk universe considered during this process is wide and varied. Climate change is included in this risk universe as well as other sustainability and well-being issues.


Our ERM methodology is governed by the MRCC and includes annual reviews with our four operating regions, considering Company-level risks by using information gathered at the asset level (regions, countries, individual facilities and separate business units). The following key risk drivers for climate change, sustainability and well-being risks are captured in the ERM framework: a sustainability mindset within the organization and suppliers, governance and monitoring of the sustainability agenda, monitoring climate change impact, assessing reputation and brand image, the well-being portfolio and marketing strategy, changes in regulations and changes in consumer preferences.

In addition, we work with internal and external experts to review the impact of major societal issues on our business and to shape our strategic responses to them. Materials and processes that guide our assessment include our ERM process; analysis of stakeholder and regulatory issues; our total greenhouse gas, land and water footprint; proprietary consumer insight data; and publicly available data on societal issues, including statistics and reports from authorities, non-governmental organizations and peer companies.

We have been recognized for our ongoing economic, environmental and social contributions. Each year since we created Mondelēz International in 2012 we have been listed on the Dow Jones Sustainability Index (“DJSI”) – World and North American Indices. The DJSI selects the top 10% of global companies and top 20% of North American companies based on an extensive review of financial and sustainability programs within each industry. We are at the 95th percentile of our industry and achieved perfect scores in the areas of health & nutrition and addressing water-related risks.

We also participate in CDP Climate and Water disclosures and continue to work to reduce our carbon and water footprints. We are committed to continue this and other related work in the areas of sustainable resources and agriculture, well-being snacks, community partnerships and safety of our products and people.

Employees

In our consolidated subsidiaries worldwide, we employed approximately 80,000 people at December 31, 2019 and December 31, 2018. Employees represented by labor unions or workers’ councils represent approximately 63% of our 68,000 employees outside the United States and approximately 27% of our 12,000 U.S. employees. Our business units are subject to various local, national and multinational laws and regulations relating to their relationships with their employees. In accordance with European Union requirements, we also have established a European Workers Council composed of management and elected members of our workforce. We or our subsidiaries are a party to numerous collective bargaining agreements and we work to renegotiate these collective bargaining agreements on satisfactory terms when they expire.

International Operations

Based on where we sell our products, we generated 74.4% of our 2019 net revenues, 75.3% of our 2018 net revenues and 75.8% of our 2017 net revenues from continuing operations outside the United States. We sell our products to consumers in over 150 countries. At December 31, 2019, we had operations in approximately 80 countries and made our products at approximately 126 manufacturing and processing facilities in 44 countries. Referregulations. Also refer to Note 18,1, Segment Reporting,Summary of Significant Accounting Policies – Currency Translation and Highly Inflationary Accounting, for additional information on our U.S.government regulations and non-U.S. operations. Refer to Item 2, Properties, for more informationcurrency-related impacts on our manufacturingoperations in the United Kingdom, Argentina and other facilities. Also, for a discussion of risks related to our operations outside the United States, see Item 1A, Risk Factors.countries.


Information about our Executive Officers

The following are our executive officers as of February 7, 2020:
3, 2023:
NameAgeTitle
Dirk Van de Put5962Chief Executive Officer
Luca Zaramella5053Executive Vice President and Chief Financial Officer
Paulette R. Alviti4952Executive Vice President and Chief People Officer
Maurizio Brusadelli5154Executive Vice President and President, Asia Pacific, Middle East and Africa
Vinzenz P. Gruber5457Executive Vice President and President, Europe
Robin S. HargroveMariano C. Lozano5456Executive Vice President, Research, Development and Quality
Sandra MacQuillan53Executive Vice President and Chief Supply Chain OfficerPresident, Latin America
Gerhard W. PleuhsDaniel E. Ramos6349Executive Vice President, Chief Research and Development Officer
Laura Stein61Executive Vice President, Corporate & Legal Affairs and General Counsel
Gustavo C. Valle5558Executive Vice President and President, Latin America
Henry Glendon (Glen) Walter IV51Executive Vice President and President, North America

Mr. Van de Put became Chief Executive Officer and a director in November 2017 and became Chairman of the Board of Directors in April 2018. He formerly served as President and Chief Executive Officer of McCain Foods Limited, a multinational frozen food provider, from July 2011 to November 2017 and as its Chief Operating Officer from May 2010 to July 2011. Mr. Van de Put served as President and Chief Executive Officer, Global Over-the-Counter, Consumer Health Division of Novartis AG, a global healthcare company, from 2009 to 2010. Prior to that, he worked for 24 years in a variety of leadership positions for several global food and beverage providers, including Danone SA, The Coca-Cola Company and Mars, Incorporated.

Mr. Zaramella became Executive Vice President and Chief Financial Officer in August 2018. He previously served as Senior Vice President Corporate Finance, CFO Commercial and Treasurer from June 2016 to July 2018. He also served as Interim Lead Finance North America from April to November 2017. Prior to that, he served as Senior Vice President and Corporate Controller from December 2014 to August 2016 and Senior Vice President, Finance of Mondelēz Europe from October 2011 to November 2014. Mr. Zaramella joined Mondelēz International in 1996.

Ms. Alviti became Executive Vice President and Chief Human Resources Officer (now Executive Vice President and Chief People Officer) in June 2018. 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 from March 2010 to May 2013.Africa.

Mr. Brusadelli became Executive Vice President and President, Asia Pacific in January 2016 and Executive Vice President and President, Asia Pacific, Middle East and Africa in October 2016. 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. Mr. Brusadelli joined Mondelēz International in 1993.

Mr. Gruber became Executive Vice President and President, Europe onin January 1, 2019. He previously served as President, Western Europe from October 2016 to December 2018 and President, Chocolate, Europe from August 2011 to September 2016. Mr. Gruber was formerly employed by Mondelēz International, in various capacities, from 1989 until 2000 and resumed his employment in September 2007.
Mr. Hargrove
became Executive Vice President, Research, Development, Quality and Innovation in April 2015 and as of January 2019 serves as Executive Vice President, Research, Development and Quality. Prior to that, he served as Senior Vice President, Research, Development & Quality for Mondelēz Europe from January 2013 to March 2015. Before joining Mondelēz International, Mr. Hargrove worked at PepsiCo, Inc., a global snack and

beverage company, for 19 years in a variety of leadership positions, most recently as Senior Vice President, Research and Development, Europe from December 2006 to December 2012.

Ms. MacQuillan became Executive Vice President, Integrated Supply Chain (now Executive Vice President and Chief Supply Chain Officer) in June 2019. Before joining Mondelēz International, Ms. MacQuillan served as Chief Supply Chain Officer and Senior Vice President, Supply Chain, at Kimberly-Clark Corporation, a global manufacturer of personal care consumer products, from April 2015 to June 2019. Prior to that, Ms. MacQuillan spent more than 20 years at Mars, Incorporated, a global manufacturer of confectionery, pet food and other food products, in various leadership roles, including Global Vice President, Supply for Mars Global Petcare.

Mr. PleuhsLozano became Executive Vice President and General CounselPresident, Latin America in May 2022. He previously served as CEO of Dannon North America, a business unit of Danone, a global food and beverage company, from January
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2014 until April 20122017 and CEO Danone North America from September 2017 until December 2022. Mr. Lozano spent more than 24 years at Danone in various leadership roles across Latin America including President, Danone Brazil.

Mr. Ramos became Chief Research & Development Officer in November 2022. Before joining Mondelēz International, Mr. Ramos was Senior Vice President of Global Packaging at The Estée Lauder Companies, a manufacturer and marketer of quality skin care, makeup, fragrance and hair care products, from January 2021 to November 2022, and served as the Chief Scientific Officer at Coty Inc., a multinational beauty company and developer of May 2019 serves asfragrance, color cosmetics, and skin and body care, from September 2017 to January 2021. Mr. Ramos has worked in Research and Development for over 20 years.

Ms. Stein became Executive Vice President, Corporate & Legal Affairs and General Counsel. In this role, Mr. Pleuhs oversees the legal, compliance, security, corporate and governance affairs functions within Mondelēz International. He has servedCounsel in various positions of increasing responsibility sinceJanuary 2021. Before joining Mondelēz International, in 1990. Mr. Pleuhs hasMs. Stein spent 15 years at The Clorox Company, a law degreemultinational manufacturer and marketer of consumer and professional products, most recently as Executive Vice President – General Counsel and Corporate Affairs from the University of Kiel, GermanyFebruary 2016 to December 2020. She also served as Executive Vice President – General Counsel from February 2015 to February 2016 and is licensedas Senior Vice President – General Counsel from January 2005 to practice law in Germany and admitted as house counsel in Illinois.February 2015.

Mr. Valle became Executive Vice President and President, LatinNorth America in March 2022 and was Executive Vice President and President, Latin American from February 2020.2020 to February 2022. Before joining Mondelēz International, Mr. Valle served as Chief Executive Officer of Axia Plus, LLC, a management consulting firm, from February 2018 to January 2020. Prior to that he spent more than 20 years at Groupe Danone SA, a multinational provider of packaged water, dairy and baby food products, in a variety of leadership positions, most recently as Executive Vice President, Dairy Division Worldwide, from January 2015 to January 2018, and Vice President Dairy Division Europe, from January 2014 until December 2014.

Mr. Walter became Executive Vice President and President, North America in November 2017. Before joining Mondelēz International, Mr. Walter worked at The Coca-Cola Company, a global beverage company, in a variety of leadership positions, most recently as Chief Executive Officer of Coca-Cola Industries China from February 2014 to October 2017 and President and Chief Operating Officer of Cola-Cola Refreshments in North America from January 2013 to February 2014.

Ethics and Governance

We have adopted the Mondelēz International Code of Conduct, which qualifies as a code of ethics under Item 406 of Regulation S-K. The code applies to all of our employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. Our code of ethics is available free of charge on our web site at www.mondelezinternational.com/investors/corporate-governanceand will be provided free of charge to any shareholder submitting a written request to: Corporate Secretary, Mondelēz International, Inc., Three Parkway North, Deerfield,905 West Fulton Market, Suite 200, Chicago, IL 60015.60607. We will disclose any waiver we grant to an executive officer or director under our code of ethics, or certain amendments to the code of ethics, on our web site at www.mondelezinternational.com/investors/corporate-governance.

In addition, we have adopted Corporate Governance Guidelines, charters for each of the Board’s four standing committees and the Code of Business Conduct and Ethics for Non-Employee Directors. All of these materials are available on our web site at www.mondelezinternational.com/investors/corporate-governance and will be provided free of charge to any shareholder requesting a copy by writing to: Corporate Secretary, Mondelēz International, Inc., Three Parkway North, Deerfield,905 West Fulton Market, Suite 200, Chicago, IL 60015.60607.

Available Information

Our Internet address is www.mondelezinternational.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are available free of charge as soon as possible after we electronically file them with, or furnish them to, the U.S. Securities and Exchange Commission (the “SEC”). You can access our filings with the SEC by visiting www.sec.gov or our website: ir.mondelezinternational.com/sec-filings. The information on our web site is not, and shall not be deemed to be, a part of this Annual Report on Form 10-K or incorporated into any other filings we make with the SEC.







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Item 1A. Risk Factors.

You should carefully read the following discussion of significant factors, events and uncertainties when evaluating our business and the forward-looking information contained in this Annual Report on Form 10-K. The events and consequences discussed in these risk factors could materially and adversely affect our business, operating results, liquidity and financial condition. While we believe we have identified and discussed below the key risk factors affecting our business, these risk factors do not identify all the risks we face, and there may be additional risks and uncertainties that we do not presently know or that we do not currently believe to be significant that may have a material adverse effect on our business, performance or financial condition in the future.

Strategic and Operational Risks

Commodity and other input prices are volatile and may increase or decrease significantly or availability of commodities may become constrained.

We purchase and use large quantities of commodities, including cocoa, dairy, wheat, edible oils, sugar and other sweeteners, flavoring agents and nuts. In addition, we purchase and use significant quantities of product packaging materials, natural gas, fuel and electricity for our factories and warehouses, and we also incur expenses in connection with labor and the transportation and delivery of our products. Costs of raw materials, energy and other supplies and services are volatile and fluctuate due to conditions that are difficult to predict. 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 Ukraine); 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 pandemics including COVID-19; forest fires; supplier capacity; and consumer or industrial demand. Many of these conditions are or could be exacerbated or worsened by climate change. Increased government intervention and consumer or activist responses caused by increased focus on climate change, deforestation, water, plastic waste, animal welfare and human rights concerns and other risks associated with the global food system could adversely affect our or our suppliers’ reputation and business and our ability to procure the materials we need to operate our business. Some commodities are grown by smallholder farmers who might not be able to invest to increase productivity or adapt to changing conditions. Our work to monitor our exposure to commodity prices and hedge against input price increases cannot fully protect us from changes in commodity costs due to factors like market illiquidity, specific local regulations and downstream costs. Thus, our hedging strategies have not always protected and will not in the future always protect us from increases in specific raw material costs. Continued volatility in the prices of commodities and other supplies we purchase or changes in the types of commodities we purchase as we continue to evolve our product and packaging portfolio could increase or decrease the costs of our products, and our profitability could suffer as a result. Moreover, increases in the price of our products, including increases to cover inflation and higher input, packaging and transportation costs, may result in lower sales volumes or customer delistings, while decreases in input costs could require us to lower our prices and thereby affect our revenues, profits or margins. Likewise, constraints in the supply or availability of key commodities and necessary services like transportation, such as we experienced across our business, particularly in the United States and United Kingdom, may limit our ability to grow our net revenues and earnings. If our mitigation activities are not effective, if we are unable to price to cover increased costs or must reduce our prices, if increased prices affect demand for our products, 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 subject to risks from operating globally.

We are a global company and generated 73.6% of our 2022 net revenues, 75.1% of our 2021 net revenues and 73.2% of our 2020 net revenues outside the United States. We manufacture and market our products in over 150 countries and have operations in approximately 80 countries. Therefore, we are subject to risks inherent in global operations. Those risks include: 

changing macroeconomic conditions in our markets, including as a result of inflation (and related monetary policy actions by governments in response to inflation), volatile commodity prices and increases in the cost of raw and packaging materials, labor, energy and transportation;
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compliance with U.S. laws affecting operations outside of the United States, including anti-bribery laws such as the Foreign Corrupt Practices Act (“FCPA”);
the imposition of increased or new tariffs, sanctions, export controls, quotas, trade barriers, price floors or similar restrictions on our sales or key commodities like cocoa, potential changes in U.S. trade programs and trade relations with other countries, or regulations, taxes or policies that might negatively affect our sales or profitability;
compliance with antitrust and competition laws, trade laws, data privacy laws, anti-bribery laws, human rights laws and a variety of other local, national and multinational regulations and laws in multiple regimes;
currency devaluations or fluctuations in currency values, including in developed and emerging markets. This includes events like applying highly inflationary accounting as we did for our Argentinean subsidiaries beginning in July 2018 and for Türkiye beginning in April 2022;
changes in capital controls, including currency exchange controls, government currency policies or other limits on our ability to import raw materials or finished products into various countries or repatriate cash from outside the United States;
increased sovereign risk, such as defaults by or deterioration in the economies and credit ratings of governments, particularly in emerging markets;
changes or inconsistencies in local regulations and laws, the uncertainty of enforcement of remedies in non-U.S. jurisdictions, and foreign ownership restrictions and the potential for nationalization or expropriation of property or other resources;
varying abilities to enforce intellectual property and contractual rights;
discriminatory or conflicting fiscal policies;
greater risk of uncollectible accounts and longer collection cycles; and
design, implementation and use of effective control environment processes across our diverse operations and employee base.

In addition, increased political and economic changes or volatility, geopolitical regional conflicts, terrorist activity, political unrest, civil strife, acts of war, government shutdowns, travel or immigration restrictions, tariffs and other trade restrictions, public health risks or pandemics including COVID-19, energy policy or restrictions, public corruption, expropriation and other economic or political uncertainties, including inaccuracies in our assumptions about these factors, could interrupt and negatively affect our business operations or customer demand. High unemployment or the slowdown in economic growth in some markets could constrain consumer spending. Declining consumer purchasing power could result in loss of market share and adversely impact our profitability. The nature and degree of the various risks we face can also differ significantly among our regions and businesses.

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 short or long term.

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

The war in Ukraine has impacted and could continue to impact our business operations, financial performance and results of operations (as discussed below in Recent Developments and Significant Items Affecting Comparability – War in Ukraine under Management’s Discussion and Analysis of Financial Condition and Results of Operations). The scope and duration of the war in Ukraine is uncertain and rapidly changing, and we are unable to predict the full extent to which the war in Ukraine will impact our business operations, financial performance, results of operations and stock price in the future. We have discontinued new capital investments and suspended our advertising spending in Russia. As the business and geopolitical environment continues to change, our operations and activity in Russia, which accounted for 4.0% of 2022 consolidated net revenues, or Ukraine, which accounted for 0.3% of 2022 consolidated net revenues, may decline or be further scaled back. International sanctions, export controls and other measures, including restrictions on the transfer of funds to and from Russia, that have been imposed on Russian entities make it more difficult to operate in Russia, and failure to comply with applicable sanctions and measures could subject us to regulatory penalties and reputational risk. The war could also result in the temporary or permanent loss of assets or our ability to conduct business operations in Russia, and our Russian assets may be partially or fully impaired in future periods, or our business operations terminated, based on actions taken by Russia, other parties or us. In addition, our operations may be subject to increased disruptions to our information systems, including through network failures, malicious or disruptive software or cyberattacks by hackers, criminal groups or nation-state organizations. There is a possibility of loss of life and physical damage and destruction of property. We may not be able to operate in certain areas due to damage and safety concerns. We might also face
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questions or negative scrutiny from stakeholders about our operations in Russia despite our role as a food company and our public statements about Ukraine and Russia.

The war in Ukraine has continued to result in worldwide geopolitical and macroeconomic uncertainty. The war has materially disrupted commodity markets, including for wheat, energy and energy-related commodities, and is contributing to supply chain disruption and inflation. Other ongoing consequences of the war have included increased volatility of input prices, including for packaging materials, energy, commodities, other raw materials, labor and transportation; adverse changes in international trade policies and relations; increased exposure to foreign currency fluctuations, including volatility of the Russian ruble; constraints, volatility or disruptions in the credit and capital markets; increased costs to ensure compliance with global and local laws and regulations; and heightened risk to employee safety. We expect continued volatility with respect to commodity and other input prices, and our hedging activities might not sufficiently offset this volatility.

These and other impacts of the war in Ukraine could have the effect of heightening many of the other risks described in the risk factors presented in this filing, including but not limited to those relating to our reputation, brands, product sales, sanctions, trade relations in countries in which we operate, input price inflation and volatility, results of operations and financial condition. 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. The ultimate impact of these disruptions also depends on events beyond our knowledge or control, including the scope and duration of the war and actions taken by parties other than us to respond to them. 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. Additionally, the war in Ukraine, or related developments in Russia, Europe or elsewhere, may also materially adversely affect our operating results and financial position in a manner that is not currently known to us or that we do not currently consider to be a significant risk.

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





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We operate in a highly competitive industry and we face risks related to the execution of our strategy and our timely response to channel shifts and pricing and other competitive pressures.

The food and snacking industry is highly competitive. Our principal competitors include food, snack and beverage companies that operate in multiple geographic areasglobally, regionally and numerous local and regional companies.locally. Failure to effectively respond to challenges from our competitors could adversely affect our business.

Competitor and customer pressures require that we timely and effectively respond to newchanges in distribution channels and technological developments andthat may require that we reducechanges in our prices. These pressures alsocould affect our ability to increase prices in response to commodity and other cost increases. Failure to effectively and timely assess new or developing trends, technological advancements or changes in distribution methods and set proper pricing, including as a result of inflation or weak economic conditions or recessions, or effective trade incentives willcould negatively impact demand for our products, our operating results, achievement of our strategic and financial goals and our ability to capitalize on new revenue or value-producing opportunities. The rapid evolutiongrowth of new distributionsome channels, in particular in e-commerce,such as discounters as well as digital commerce which has expanded significantly following the onset of the COVID-19 pandemic, may disruptimpact our current operations or strategies more quickly than we planned for, create consumer price 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 protect or increase revenues, market share and brand significance. These expenditures may not be successful, including those related to our e-commercedigital commerce and other technology-focused efforts, and might not result in trade and consumer acceptance of our efforts, which could materially and adversely affect our product sales, financial condition, and results of operations. These newoperations and cash flows. We will be disadvantaged if we are not able to effectively leverage developing online channels such as direct-to-consumer and electronic business-to-business commerce. New distribution channels, as well as growing opportunities to utilize external manufacturers, lower the barriers to entry and allow smaller competitors to more effectively gain market share.share more effectively. Additionally, if we reduce pricesadjust pricing but cannot maintain or increase sales volumes, or our labor or other costs increase but we cannot increase prices to offset those changes, our financial condition and results of operations will suffer.

During 2019,2022, we operatedcontinued to operate under our new strategy which focusesto drive long-term growth by focusing on four strategic priorities: accelerating consumer-centric and volume-driven growth, driving operational excellence, driven by cost discipline and continuous operational improvement including in areas like sales execution, and buildingcreating a winning growth culture with a “local first” commercial approach. Failureand scaling sustainable snacking. If our strategy is not effective, we fail to achieve theseour goals and objectives or identify or prioritize the areas most important to achieving our goals, or we fail to effectively operate under our strategy in a way that minimizes disruptions to our business, it could materially and adversely affect our financial condition, and results of operations.operations, cash flows and stock price.

Promoting and protecting our reputation and brand image and health is essential to our business success.

Our success depends on our ability to maintain and enhance our brands, expand to new geographies and new distribution platforms including e-commerce,such as digital commerce, and evolve our portfolio with new product offerings that meet consumer needs and expectations.

We seek to strengthen our brands through investments in our product quality, product renovation, innovation and marketing investments, including consumer-relevant advertising, digital transformationcommunication and consumer promotions. Failure to effectively address the continuing global focus on consumer-centric well-being, including changing consumer acceptance of certain ingredients, industrial manufacturing and processing, nutritional expectations of our products and the sustainability of our ingredients, our supply chain and our packaging (including plastic packaging and its ability to be recycled and other environmental impacts) could adversely affect our brands. Increased negative attention from the media, academics and online influencers, governments, shareholders and other stakeholders in these areas as well as on the role of food marketing, our response to political and social issues or catastrophic events, and other environmental, social, human capital or governance practices, including our diversity, equity and inclusion initiatives, could adversely affect our brand image. Undue caution or inaction on our partfailure to react timely in addressing these challenges and trends could weaken our competitive position. Such pressures could also lead to stricter regulations, industry self-regulation that is unevenly adopted among companies, increased transparency in public disclosures, and increased focus on food and snacking marketing and labeling practices. IncreasedIncreasing and disparate legal or regulatory restrictions on our labeling, advertising and consumer promotions, or our response to those restrictions, could limit our efforts to maintain, extend and expand our brands. This includes regulations such as front-of-pack labeling and selective food taxes in multiple jurisdictions as well as age-based restrictions on sales of products with certain nutritional profiles enacted in some states in Mexico. In the United Kingdom, a ban on specific types of TV and
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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. Moreover, adverse publicity, regulatory developments or legal action against us, our employees or our licensees related to product quality and safety, where and how we manufacture our products, environmental risks including climate change, human and workplace rights

across our supply chain, labor relations, or antitrust, anti-bribery and anti-corruption compliance could damage our reputation and brand health. Such actions could undermine our customers’ and shareholders’ confidence and reduce demand for our products, even if the regulatory or legal action is unfounded or these matters are immaterial to our operations. Our product sponsorship relationships, including those with celebrity spokespersons, influencers or group affiliations, could also subject us to negative publicity.

In addition, our success in maintaining and enhancing our brand image depends on our ability to anticipate change and adapt to a rapidly changing marketing and media environment, including our increasing reliance on established and emerging social media and online platforms, digital and mobile dissemination of marketing and advertising campaigns, targeted marketing and the increasing accessibility and speed of dissemination of information. A variety of legal and regulatory restrictions as well as our own policies and participation in industry self-regulation initiatives limit how and to whom we market our products. These restrictions may limit our brand renovation, innovation, marketing and promotion plans, particularly as social media and the communications environment continue to evolve. The social media platforms we use to market our products may change their marketing rules or algorithms or may fall out of favor with certain consumer groups, and we may fail to effectively adapt our marketing strategies or may decide to no longer utilize certain platforms for marketing. We might also fail to sufficiently evolve our digital marketing efforts to effectively utilize consumer data. Negative posts or comments about Mondelēz International, our brands or our employees on social media or web sites (whether factual or not) or security breaches related to use of our social media accounts and failure to respond effectively to these posts, comments or activities could damage our reputation and brand image across the various regions in which we operate. Our brands may be associated with or appear alongside harmful content before these platforms or our own social media monitoring can detect this risk to our brand health.brand. In addition, we might fail to invest sufficiently in maintaining, extending and expanding our brands, our marketing efforts might not achieve desired results and we might be required to recognize impairment charges on our brands or related intangible assets or goodwill. Furthermore, thirdThird parties may sell counterfeit or imitation versions of our products that are inferior or pose safety risks. When consumers confuse these counterfeit products for our products or have a bad experience with the counterfeit brand, they might refrain from purchasing our brands in the future, which could harm our brand image and sales. Third parties might also improperly use our brands as part of phishing or other scams, which could negatively affect our brand image. Failure to successfully maintain and enhance our reputation and brand health could materially and adversely affect our company and product brands as well as our product sales, financial condition, and results of operations.operations, cash flows and stock price.

We must correctly predict, identify, interpret and interpretmeet changes in consumer preferences and demand and offer new and improved products that meet those changes.

Consumer preferences for food and snacking products change continually. Our success depends on our ability to predict, identify, interpret and interpretmeet the tastes, dietary habits, packaging, sales channel and other preferences of consumers around the world and to offer products that appeal to these preferences in the places and ways consumers want to shop. There may be further shifts in the relative size of shopping channels in addition to the increasing role of e-commercedigital commerce for consumers. Our success relies upon managing this complexity to promote and bring our products to consumers effectively. Moreover, weakWeak economic conditions, recession,recessions, inflation, equity market volatility or other factors, such as global or local pandemics and severe or unusual weather events, canmay affect consumer preferences and demand.demand in ways that are hard to predict. In connection with the COVID-19 pandemic, rapid changes in lifestyles and consumption patterns, were accompanied by increased demand for biscuits and decreased demand for gum. Failure to offer and deliver products that appeal to consumers or to correctly judge consumer demand for our products will impact our ability to meet our growth targets, and our sales and market share could decrease and our profitability could suffer.

We must distinguish between short-term fads and trends and long-term changes in consumer preferences. WhenOur sales can be adversely affected when we do not accurately predict which shifts in consumer preferences or category trends will be long-term or we fail to introduce new and improved products to satisfy changing preferences, our sales can be adversely affected.preferences. In addition, because of our varied and geographically diverse consumer base, we must be responsive to local consumer needs, including with respect to when and how consumers snack and their desire for premium or value offerings,offerings. We must also provide an array of products that satisfy the broad spectrum of consumer preferences and use data-driven marketing and advertising effectively to reach consumers at the right time with the right message. FailureIncreasing
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and disparate legal or regulatory restrictions on our labeling, advertising and consumer promotions, or our response to those restrictions, could limit our efforts to offer and deliver products that appeal to consumers. Demand for our products could decrease and our profitability could suffer if we fail to expand our product offerings successfully across product categories, rapidly develop products in faster growing and more profitable categories or reach consumers in efficient and effective ways leveraging data and analytics could cause demand for our products to decrease and our profitability to suffer.analytics.

Prolonged negativeNegative perceptions concerning the health, environmental and social implications of certain food products, ingredients, packaging materials, and sourcing or production methods could influence consumer preferences and acceptance of some of our products and marketing programs. For example, consumers have increasingly focused on well-being, including reducing sodium and added sugar consumption, as well as the source and authenticity of ingredients in the foods they consume. Continuing to focus on and expand our well-being offerings andwhile refining the ingredient and nutrition profiles of existing products is important to our growth, as is maintaining focus on ethical sourcing and supply chain management opportunities to address evolving consumer preferences. In addition, consumer preferences differ by region, and we must monitor and adjust our use of ingredients and other activities to respond to these regional preferences. We might be unsuccessful in our efforts to effectively respond to changing consumer preferences and

social expectations. Continued negative perceptions andor failure to satisfy consumer preferences could materially and adversely affect our reputation, brands, product sales, financial condition, and results of operations.

We are subject to risks from operating globally.

We are a global company and generated 74.4% of our 2019 net revenues, 75.3% of our 2018 net revenues and 75.8% of our 2017 net revenues outside the United States. We manufacture and market our products in over 150 countries and have operations in approximately 80 countries. Therefore, we are subject to risks inherent in global operations. Those risks include:
compliance with U.S. laws affecting operations outside of the United States, including anti-bribery laws such as the Foreign Corrupt Practices Act (“FCPA”);
the imposition of increased or new tariffs, sanctions, quotas, trade barriers, price floors or similar restrictions on our sales or key commodities like cocoa, potential changes in U.S. trade programs and trade relations with other countries, or regulations, taxes or policies that might negatively affect our sales or profitability;
compliance with antitrust and competition laws, trade laws, data privacy laws, anti-bribery laws, human rights laws and a variety of other local, national and multinational regulations and laws in multiple regimes;
currency devaluations or fluctuations in currency values, including in developing markets such as Argentina, Brazil, China, Mexico, Russia, Ukraine, Turkey, Egypt, Nigeria, South Africa and Pakistan as well as in developed markets such as the United Kingdom and other countries within the European Union. This includes events like applying highly inflationary accounting as we did for our Argentinean subsidiaries beginning in July 2018;
changes in capital controls, including currency exchange controls, government currency policies or other limits on our ability to import raw materials or finished product into various countries or repatriate cash from outside the United States;
increased sovereign risk, such as default by or deterioration in the economies and credit ratings of governments, particularly in our Latin America and AMEA regions;
changes in local regulations and laws, the uncertainty of enforcement of remedies in non-U.S. jurisdictions, and foreign ownership restrictions and the potential for nationalization or expropriation of property or other resources;
varying abilities to enforce intellectual property and contractual rights;
discriminatory or conflicting fiscal policies;
greater risk of uncollectible accounts and longer collection cycles; and
design, implementation and use of effective control environment processes across our diverse operations and employee base.

In addition, political and economic changes or volatility, geopolitical regional conflicts, terrorist activity, political unrest, civil strife, acts of war, government shutdowns, travel or immigration restrictions, public health risks or pandemics, 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. High unemployment or the slowdown in economic growth in some markets could constrain consumer spending. Declining consumer purchasing power could result in loss of market share and adversely impact our profitability. Continued instability in the banking and governmental sectors of certain countries or the dynamics and uncertainties associated with the United Kingdom’s planned exit from the European Union (“Brexit”) could have a negative effect on our business. (See below and Management’s Discussion and Analysis of Financial Condition and Results of Operations - Financial Outlook for more information on Brexit.)

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 and our relationships with customers, suppliers and employees in the short or long term.stock price.

We face risks related to tax matters, including changes in tax laws and rates, disagreements with taxing authorities and imposition of new taxes.

In December 2017, the United States enacted tax reform legislation (“U.S. tax reform”). The legislation implements many new U.S. domestic and international tax provisions. While additional guidance has been issued by the Internal Revenue Service (“IRS”) and the U.S. Treasury Department during 2018 and 2019, there are still some areas that need to be clarified. Also, a number of U.S. states have not updated their laws to take into account the new federal legislation. As a result, there may be further impact of the new laws on our future results of operations and financial condition. Changes in U.S. tax law, including further interpretations of the 2017 U.S. tax reform, could have a material adverse effect on us.

In addition, tax legislation enacted by foreign jurisdictions could significantly affect our ongoing operations. For example, during the third quarter of 2019, Swiss Federal and Zurich Cantonal events took place that resulted in enacted tax law changes under U.S. GAAP (“Swiss tax reform”). The new legislation is intended to replace certain preferential tax regimes with a new set of internationally accepted measures. We will continue to monitor Swiss tax reform for any additional interpretative guidance that could result in changes to the amounts we have recorded. Further, foreign tax authorities could impose rate changes along with additional corporate tax provisions that would disallow or tax perceived base erosion or profit shifting payments or subject us to new types of taxes such as digital taxes. Aspects of U.S. tax reform may lead foreign jurisdictions to respond by enacting additional tax legislation that is unfavorable to us.

Adverse changes in the underlying profitability or financial outlook of our operations in several jurisdictions could lead to changes in the realizability of our deferred tax assets and result in a charge to our income tax provision. Additionally, changes in tax laws in the U.S. or in other countries where we have significant operations could materially affect deferred tax assets and liabilities and our income tax provision.

We are also subject to tax audits by governmental authorities. Although we believe our tax estimates are reasonable, if a taxing authority disagrees with the positions we have taken, we could face additional tax liabilities, including interest and penalties. Unexpected results from one or more such tax audits could significantly adversely affect our income tax provision and our results of operations.

Our operations in certain emerging markets expose us to political, economic and regulatory risks.

Our growth strategy depends in part on our ability to expand our operations in emerging markets, including among others Brazil, China, India, Mexico, Russia, Argentina, Eastern Europe, the Middle East, Africa and Southeast Asia and Ukraine.Asia. However, some emerging markets have greater political, economic and currency volatility and greater vulnerability to infrastructure and labor disruptions than more established markets. In many countries, particularly those with emerging economies, engaging in business practices prohibited by laws and regulations with extraterritorial reach, such as the FCPA and the U.K. Bribery Act, or local anti-bribery laws may be more common. These laws generally prohibit companies and their employees, contractors or agents from making improper payments to government officials, including in connection with obtaining permits or engaging in other actions necessary to do business. Failure to comply with these laws could subject us to civil and criminal penalties that could materially and adversely affect our reputation, financial condition, and results of operations.operations and stock price.

In addition, competition in emerging markets is increasing as our competitors grow their global operations and low-cost local manufacturers improve and expand their production capacities. Our success in emerging markets is critical to achieving our growth strategy. Failure to successfully increase our business in emerging markets and manage associated political, economic and regulatory risks could adversely affect our product sales, financial condition, and results of operations.operations, cash flows and stock price.

Our use of information technology and third-party service providers exposes us to cybersecurity breaches and other business disruptions.

We use information technology and third-party service providers to support our global business processes and activities, including supporting critical business operations such as manufacturing and distribution; communicating with our suppliers, customers and employees; maintaining effective accounting processes and financial and disclosure controls; executing mergers and acquisitions and other corporate transactions; conducting research and development activities; meeting regulatory, legal and tax requirements; and executing various digital marketing and consumer promotion activities. Global shared service centers managed by third parties provide an increasing amountnumber of services important to conducting our business, including a number of accounting, internal control, human resources and computing functions.

Continuity of business applications and services has been, and may in the future be, disrupted by events such as infection by viruses or malware, including the June 2017 malware incident that affected a significant portion of our global sales, distribution and financial networks (the “malware incident”) (see Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent Developments and Significant Items Affecting Comparability – Malware Incident and – Financial Outlook – Cybersecurity Risks);malware; other cybersecurity attacks; issues with or errors in systems’ maintenance or security; power outages; hardware or software failures; denial of service attacks; telecommunication failures; natural disasters; terrorist attacks; and other catastrophic occurrences. Our use of new and emerging technologies such as cloud-based services and mobile applications continues to

evolve, presenting new and additional risks in managing access to our data, relying on third-partiesthird parties to manage and safeguard data, ensuring access to our systems and availability of third-party systems. In addition, we are experiencing new and more frequent attempts by third parties to gain access to our systems, such as through increased email phishing of our workforce.

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Cybersecurity breaches of our or third-party systems, whether from circumvention of security systems, denial-of-service attacks or other cyberattacks such as hacking, phishing attacks, computer viruses, ransomware or malware, 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, 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 as a result of the COVID-19 pandemic. Additionally, continued geopolitical turmoil, including the ongoing war in Ukraine, has heightened the risk of cyberattacks. When risks such as these materialize, the need for us to coordinate with various third-party service providers and for third-party service providers to coordinate amongst themselves might increase challenges and costs to resolve related issues. Our information security program includes capabilities designed to evaluate and mitigate cyber risks arising from third-party service providers. We believe that these capabilities provide insights and visibility to the security posture of our third-party service providers, however, cyber threats to those organizations are beyond our control. Additionally, new initiatives, such as those related to e-commercedigital commerce and direct sales, that increase the amount of confidential information that we process and maintain increase our potential exposure fromto a cybersecurity breach. If our controls, disaster recovery and business continuity plans or those of our third-party providers do not effectively respond to or resolve the issues related to any such disruptions in a timely manner, our product sales, financial condition, and results of operations and stock price may be materially and adversely affected, and we might experience delays in reporting our financial results, loss of intellectual property and damage to our reputation or brands.

We continue to devote focused resources to network security, backup and disaster 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. We also focus on 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 the updated threat. However, security measures cannot provide absolute security or guarantee that we will be successful in preventing or responding to every breach or disruption on a timely basis. Due to the constantly evolving and complex nature of security threats, we cannot predict the form and impact of any future incident, and the cost and operational expense of implementing, maintaining and enhancing protective measures to guard against increasingly complex and sophisticated cyber threats could increase significantly. Moreover, as cyberattacks increase in frequency and magnitude around the world, we may be unable to obtain cybersecurity insurance in the amounts and on terms we view as appropriate and favorable for our operations.

We regularly transfer data across local, regional, and national borders to conduct our operations, and we are subject to a variety of continuously evolving and developing laws and regulations in numerous jurisdictions regarding privacy, data protection and data security, including those related to the collection, storage, handling, use, disclosure, transfer and security of personal data. Privacy and data protection laws may be interpreted and applied differently from jurisdiction to jurisdiction and may create inconsistent or conflicting requirements. The European Union’s General Data Protection Regulation (“GDPR”), which has greatly increased the jurisdictional reach of European UnionE.U. law, and became effective in May 2018, addsadded a broad array of requirements for handling personal data including the public disclosure of significant data breaches, and imposes substantial penalties for non-compliance of up to 4% of global annual revenue for the preceding financial year.year in addition to potential restrictions on data transfer and processing. The California Consumer Privacy Act (“CCPA”), which became effective on January 1, 2020, imposes requires greater transparency in handling personal information from consumers by imposing new responsibilities on us for the handling, disclosure and deletion of personal information for consumers, who reside in California. The CCPA permits California to assess potentially significant fines for violating CCPA and creates a right for individuals to bring class action suits seeking damages for violations. 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. Our efforts to comply with GDPR, CCPA and othermultijurisdictional privacy and data protection laws and the uncertainty of new laws and regulations will likely increase the complexity of our processes and may impose significant costs and challenges that are likely to increase over time, and we could incur substantial penalties or be subject to litigation related to violation of existing or future data privacy laws and regulations.

We are subject to risks from unanticipated business disruptions.

We manufacture and source products and materials on a global scale. We utilize an integratedinterdependent supply chain - a complex network of suppliers and material needs, owned and leased manufacturing locations, co-manufacturing locations,external manufacturing partners, distribution networks, shared service delivery centers and information systems that support our ability to provide our products to our customers consistently. Factors that are hard to predict or beyond our
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control, like weather, (including any potential effects of climate change), 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 Ukraine), cybersecurity breaches, generalizedincidents, labor unrest,shortages, strikes, operational and/or financial instability of our key suppliers and other vendors or service providers, government shutdowns or health pandemics such as COVID-19, 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 our co-manufacturers or distributors.other business partners. Failure to effectively planprepare for and respond to disruptions in our operations, for example, by not finding alternative suppliers or replacing capacity at key or sole manufacturing or distribution locations or by not quickly repairing damage to our information, production or supply systems, can cause delays in delivering or the inability to deliver products to our customers, as we experienced in connection with the malware incident (see Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent Developments and Significant Items Affecting Comparability – Malware Incident and – Financial Outlook – Cybersecurity Risks), and the quality and safety of our products might be negatively affected. Moreover, disputes with significant customers or suppliers, including disputes regarding pricing or performance, could adversely affect our sales, financial condition, and results of operations. The occurrence of a

material or extended disruption may cause us to lose our customers’ or business partners’ confidence or suffer damage to our reputation, and long-term consumer demand for our products could decline. In addition,We use insurance to transfer our financial risk related to these exposures, but some of the risks we face are difficult or impossible to insure and the timing of insurance recoveries may not match the timing of the financial loss we incur. We are subject to risk related to our own execution. This includesoperational safety, including risk of disruption caused by operational error including fire, explosion or accidental contamination as well as our inabilitycontamination. We could also fail to achieve our strategic objectives due to capability or technology deficiencies related to our ongoing reconfiguration of our supply chain to drive efficiencies and fuel growth. Further, our ability to supply multiple markets with a streamlined manufacturing footprint may be negatively impacted by portfolio complexity, significant changes in trade policies, changes in volume produced and changes to regulatory restrictions or labor-related or other constraints on our ability to adjust production capacity in the markets in which we operate. These events could materially and adversely affect our product sales, financial condition, results of operations, cash flows and stock price.

We may not successfully identify, complete or manage strategic transactions.

We regularly evaluate a variety of potential strategic transactions globally, including acquisitions, divestitures, joint ventures, equity method investments and other strategic alliances that could further our strategic business objectives, and acquisitions and joint ventures are an important part of our strategy to increase our exposure to fast-growing snacking segments, fill geographic white spaces and expand into adjacent categories. For example, in 2022 we acquired Chipita, Clif Bar and Ricolino. Such transactions and investments present significant challenges and risks. We may not successfully identify potential strategic transactions to pursue, may not have counterparties willing to transact with us, or we may not successfully identify or manage the risks presented by these strategic transactions, or complete such transactions. 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 approvals); 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. In addition, execution or oversight of strategic transactions may result in the diversion of management attention from our existing business and may present financial, managerial and operational risks.

With respect to acquisitions and joint ventures in particular, we are also exposed to potential risks based on our ability to conform standards, controls, policies and procedures, and business cultures; consolidate and streamline operations and infrastructures; identify and eliminate, as appropriate, redundant and underperforming operations and assets; manage inefficiencies associated with the integration of operations; and coordinate timely and ongoing compliance with applicable laws, including antitrust and competition, anti-bribery and corruption and import/export laws. Equity investments such as our investments in JDE Peet’s N.V. and Keurig Dr Pepper Inc., joint ventures 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. Transactions or ventures into which we enter might not meet our financial and non-financial control and compliance expectations or yield the anticipated benefits. Depending on the nature of the business ventures, including whether they operate globally, these ventures 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. Either partner might fail to
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recognize an alliance relationship that could expose the business to higher risk or make the venture not as productive as expected.

Furthermore, we may not be able to complete, on terms favorable to us, desired or proposed divestitures of businesses that do not meet our strategic objectives or our growth or profitability targets. Our divestiture activities, or related activities such as reorganizations, restructuring programs and transformation initiatives, may require us to provide or receive transitional support and/or ongoing commercial relationships, recognize impairment charges or take action to reduce costs that remain after we complete a divestiture. Gains or losses on the sales of, or lost operating income from, those businesses may also affect our profitability.

Any of these risks could materially and adversely affect our business, product sales, financial condition, results of operations, cash flows and stock price.

Macroeconomic and Industry Risks

Our business is subject to an increasing focus on sustainability matters.

We have announced, and may from time to time announce, certain initiatives, including goals, targets and other objectives, related to sustainability matters. These statements reflect our current plans and do not constitute a guarantee that they will be achieved. Our efforts to research, establish, accomplish, and accurately report on these goals, targets and other objectives expose us to numerous operational, reputational, financial, legal and other risks. Our ability to achieve any stated goal, target or objective is subject to numerous factors and conditions, many of which are outside of our control. Examples of such factors include evolving regulatory requirements affecting sustainability standards or disclosures or imposing different requirements, the reliance on other value chain actors to implement the required changes, the pace of changes in technology and the availability of suppliers that can meet our sustainability and other standards. In addition, statements about our sustainability goals, targets and other objectives, and progress against those goals, targets and other objectives, may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve and assumptions that are subject to change in the future. 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 the SEC’s proposed climate-related reporting requirements, and similar proposals by other international regulatory bodies.

Our business may face increased scrutiny from the investment community, customers, consumers, employees, activists, media, regulators and other stakeholders related to our sustainability initiatives, including the goals, targets and objectives that we announce, and our methodologies and timelines for pursuing them. If our sustainability practices do not meet evolving investor or other stakeholder expectations and standards, our reputation, our ability to attract or retain employees 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 actions and private litigation. Even if we achieve our goals, targets and objectives, we may not realize all of the benefits that we expected at the time they were established.

Climate change might adversely impact our supply chain or our operations.

Scientific evidence collected by the Intergovernmental Panel on Climate Change demonstrates that carbon dioxide and other greenhouse gases in the atmosphere have caused and will in the future cause changes in weather patterns around the globe that expose us to physical and transition risk. Physical risks include the increasing frequency of extreme weather events and natural disasters and effects on water availability and quality and biodiversity loss. These impacts increase risks to the global food production and distribution system and to the safety and resilience of the communities where we live, work and source our ingredients, and could further decrease food security for communities around the world. Decreased agricultural productivity caused by climate change might limit the availability of the commodities we purchase and use and increase the costs of such products. These include cocoa, which is a critical raw material for our chocolate and biscuit portfolios that is particularly sensitive to changes in climate, as well as other raw materials such as dairy, wheat, vegetable oils, sugar and nuts. Weather events such as floods, severe storms or water shortages that are partially caused or exacerbated by climate change might disrupt our business operations or those of our suppliers, their suppliers, our external
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manufacturing partners, distributors or other business partners and could increase our insurance and other operating costs.

Transition risks include increased focus by federal, state and local regulatory and legislative bodies globally regarding environmental policies relating to climate change, regulating greenhouse gas emissions (including carbon pricing or a carbon tax), energy policies, disclosure obligations and sustainability, including single use plastics. New legal and regulatory requirements have increased and could continue to increase our operating costs for things like energy or packaging through taxes or regulations, including payments under extended producer responsibility policies, taxes on specific packaging material types and targets to increase the use of reuse/refill delivery models. Increasing regulation of carbon taxes could also substantially increase our product supply chain and distribution costs. Even if we make changes to align ourselves with such legal or regulatory requirements, we may still be subject to significant penalties or potential litigation if such laws and regulations are interpreted and applied in a manner inconsistent with our practices. Concern about climate change might cause consumer preferences to switch away from products or ingredients considered to have high climate change impact and towards products that are more sustainably grown and made. We expect to incur additional costs as we evolve our portfolio and engage in due diligence, verification and reporting in connection with our ESG and sustainability initiatives. We might not effectively address increased attention from the media, shareholders, activists and other stakeholders on climate change and related environmental sustainability matters, including deforestation, land use, water use and packaging, including plastic. Those stakeholders might also have requests or proposals that are not aligned with the focus of our efforts on climate change and ESG matters. Climate change-related impacts could also reduce demand for our products. If costs for raw materials increase or availability decreases, we raise prices for our products and our competitors respond differently to those cost or availability pressures, demand for our products and our market share could suffer. We have also experienced decreased demand for chocolate during periods when temperatures are warmer.

In 2021, we announced our goal of net zero greenhouse gas emissions by 2050. Achieving this goal will require significant transformation of our business, capital investment and the development of technology that might not currently exist. We might incur significant additional expense or be required to recognize impairment charges in connection with our efforts, and we might be unable to achieve our goal.

Any or all of these risks could materially and adversely affect our ability to meet the needs of our customers, reputation, product sales, financial condition, results of operations, cash flows and stock price.

Our retail customers are consolidating, and we must leverage our value proposition in order to compete against retailer and other economy brands.

Retail customers, such as supermarkets, discounters, digital commerce merchants, warehouse clubs and food distributors in the European Union, the United States and other major markets, continue to consolidate, form buying alliances or be acquired by new entrants in the food retail market, resulting in fewer, larger customers. Large retail customers and customer alliances can delist our products or reduce the shelf space allotted to our products and demand lower pricing, increased promotional programs or longer payment terms. Retail customers might also adopt these tactics in their dealings with us in response to the significant growth in online retailing for consumer products, which is outpacing the growth of traditional retail channels and has increased further in response to the COVID-19 pandemic. The growth of alternative online retail channels, such as direct-to-consumer and electronic business-to-business, may adversely affect our relationships with our large retail and wholesale customers.

In addition, larger retail customers have the scale to develop supply chains that permit them to operate with reduced inventories or to develop and market their own retailer and other economy brands that compete with some of our products. Our products must provide higher quality or value to our consumers than the less expensive alternatives, particularly during periods of economic uncertainty, recessions or significant inflation. Consumers may not buy our products if they perceive little difference between the quality or value of our products and those of retailer or other economy brands. If consumers prefer or otherwise choose to purchase the retailer or other economy brands, we can lose market share or sales volumes, or we may need to shift our product mix to lower margin offerings.

Retail consolidation also increases the risk that adverse changes in our customers’ business operations or financial performance will have a corresponding material adverse effect on us. For example, if our customers cannot access sufficient funds or financing, then they may delay, decrease or cancel purchases of our products, or delay or fail to pay us for previous purchases.

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Failure to effectively respond to retail consolidation, increasing retail power and competition from retailer and other economy brands could materially and adversely affect our reputation, brands, product sales, financial condition, results of operations, cash flows and stock price.

We are subject to changes in our relationships with significant customers, suppliers and distributors.

During 2022, no single customer accounted for more than 10% of our net revenues. There can be no assurance that our customers will continue to purchase our products in the same mix or quantities or on the same terms as in the past, particularly as increasingly powerful retailers continue to demand lower pricing and develop their own brands. The loss of or disruptions related to a significant customer could result in a material reduction in sales or change in the mix of products we sell to the customer. This could materially and adversely affect our product sales, financial condition, results of operations, cash flows and stock price.

Disputes with significant customers, suppliers or distributors, including disputes related to pricing or performance, could adversely affect our ability to supply or deliver products or operate our business and could materially and adversely affect our product sales, financial condition and results of operations. The financial condition of our significant customers and business partners are affected by events that are largely beyond our control such as the COVID-19 pandemic. New regulations can also affect our commercial practices and our relationship with customers, suppliers or distributors. Deterioration in the financial condition of significant customers, suppliers or distributors or regulations affecting our relationship with these parties could materially and adversely affect our product sales, financial condition, results of operations, cash flows and stock price.

We may be unable to hire or retain and develop key personnel or a highly skilled and diverse global workforce or effectively manage changes in our workforce and respond to shifts in labor availability.

We must attract, hire, retain and develop effective leaders and a highly skilled and diverse global workforce. We compete to hire new personnel with a variety of capabilities in the many countries in which we manufacture and market our products and then to develop and retain their skills and competencies. We have experienced and could continue to experience unplanned or increased turnover of employees with key capabilities, and we could fail to develop adequate succession plans for leadership positions or hire and retain a workforce with the skills and in the locations we need to operate and grow our business. We could also fail to attract and develop personnel with key emerging capabilities that we need to continue to respond to changing consumer and customer needs and grow our business, including skills in the areas of digital commerce and marketing, data analytics, and procurement and supply chain expertise. Occurrence of any of these conditions could deplete our institutional knowledge base and erode our competitiveness.

We are experiencing an increasingly tight and competitive labor market and could face unforeseen challenges in the availability of labor. A sustained labor shortage or increased turnover rates within our employee base caused by COVID-19 or related issues such as vaccine mandates, or as a result of general macroeconomic factors (including high inflation and hyperinflation in certain markets), have led and in the future could continue to lead to increased costs, such as increased overtime to meet demand and increased wages to attract and retain employees. We have also been negatively affected and could continue to be negatively affected by labor shortages or constraints experienced by our partners, including our external manufacturing partners, freight providers, other strategic suppliers and distributors. Failure to achieve and maintain a diverse workforce and leadership team, compensate our employees competitively and fairly, maintain a safe and inclusive environment or promote the well-being of our employees could affect our reputation and also result in lower performance and an inability to retain valuable employees.

We must address changes in, and that affect, our workforce and satisfy the legal requirements associated with how we manage and compensate our employees. This includes our management of employees represented by labor unions or workers’ councils, who represent approximately 50% of our 78,000 employees outside the United States and approximately 28% of our 13,000 U.S. employees. Strikes such as the one we experienced in some of our U.S. manufacturing and distribution facilities in 2021, work stoppages, or other forms of labor unrest by our employees or those of our suppliers, distributors or other business partners, or situations like the renegotiation of collective bargaining agreements, have in the past and may in the future cause disruptions to our supply chain, manufacturing or distribution processes. Changes in immigration laws and policies or restrictions such as those imposed in connection with the COVID-19 pandemic could make it more difficult for us to recruit or relocate skilled employees. We could also fail to effectively respond to evolving perceptions and goals of those in our workforce or whom we
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might seek to hire, including in response to changes brought on by the COVID-19 pandemic, with respect to flexible working or other matters.

These risks could materially and adversely affect our reputation, ability to efficiently operate our manufacturing facilities and overall business and meet the needs of our customers, product sales, financial condition, results of operations, cash flows and stock price.

Legal and Regulatory Risks

We face risks related to complying with changes in and inconsistencies among laws and regulations in many countries in which we operate.

Our activities around the world are highly regulated and subject to government oversight. Various laws and regulations govern food production, sourcing, packaging and waste management, storage, distribution, sales, advertising, labeling and marketing, as well as intellectual property, competition, antitrust, trade and export controls, labor, tax, social and environmental matters, privacy, data protection, and health and safety practices. Government authorities regularly change laws and regulations as well as their interpretations of existing laws and regulations. Our failure to comply with existing laws and regulations, or to make changes necessary to comply with new or revised laws and regulations or evolving interpretations and application of existing laws and regulations, and differing or competing laws and regulations across the markets where our products are made, manufactured, distributed and sold, could materially and adversely affect our product sales, financial condition, results of operations and cash flows. For instance, our financial condition, results of operations and cash flows could be negatively affected by the regulatory and economic impact of changes in the corporate tax policies of the United States and other countries; trade relations among the United States and other countries, including China, Mexico and the European Union; and changes within the European Union. Evolving expectations on ESG disclosures and reporting will also result in new regulatory actions. In addition, the results of third-party studies (whether or not scientifically valid) purporting to assess the health implications of consumption of certain ingredients or substances present in certain of our products or packaging materials have resulted in and could continue to result in our being subject to new taxes and regulations or lawsuits that can adversely affect our business.

We may decide or be required to recall products or be subjected to product liability claims.

We could decide, or laws or regulations could require us, to recall products due to suspected or confirmed deliberate or unintentional product contamination, including contamination of ingredients we use in our products that third parties supply, spoilage or other adulteration, product mislabeling or product tampering. These risks could be heightened in light of increased pressure on our suppliers from supply chain challenges. 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. In addition, if another company recalls or experiences negative publicity related to a product in a category in which we compete, consumers might reduce their overall consumption of products in this category. Any of these events could materially and adversely affect our reputation, brands, product sales, financial condition, results of operations, cash flows and stock price.

We may also suffer losses when our products or operations or those of our suppliers violate applicable laws or regulations, or when our or our suppliers’ products cause injury, illness or death. In addition, our marketing could face claims of false or deceptive advertising or other criticism. A significant product liability claim or other legal judgment against us, a related regulatory enforcement action, a widespread product recall or attempts to manipulate us based on threats related to the safety of our products could materially and adversely affect our reputation and profitability. Moreover, even if a product liability, consumer fraud or other claim is unsuccessful, has no merit or is not pursued, the negative publicity surrounding assertions against our products or processes could materially and adversely affect our reputation, brands, product sales, product inventory, financial condition, results of operations, cash flows and stock price, and we could incur significant expense responding to such a claim.

We face risks related to legal or tax claims or other regulatory enforcement actions.

We operate around the world in many regulated environments with constantly evolving legal, tax and regulatory frameworks, and we are subject to risk of litigation, legal or tax claims or other regulatory enforcement actions. Actions by our employees, contractors or agents in violation of our policies and procedures could lead to deficiencies in our internal or other controls or violations, unintentional or otherwise, of laws and regulations.
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Furthermore, as a result of the COVID-19 pandemic and supply chain challenges, there may be investigations, legal claims or litigation against us relating to our actions or decisions in response to these conditions. We could also be subject to litigation, legal claims or regulatory actions in connection with the continued evolution of our sustainability and ESG-related initiatives. When litigation, legal or tax claims or regulatory enforcement actions arise out of our failure or alleged failure to comply with applicable laws, regulations or controls, we could be subject to civil and criminal penalties that could materially and adversely affect our reputation, product sales, financial condition, results of operations, cash flows and stock price. Even if a claim is unsuccessful, without merit or not pursued to completion, the cost of responding to such a claim, including expenses and management time, could adversely affect us.

We could fail to maintain effective internal control over financial reporting or disclosure controls and procedures.

The accuracy of our financial reporting depends on the effectiveness of our internal control over financial reporting. Internal control over financial reporting can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements and may not prevent or detect misstatements because of its inherent limitations. These limitations include, among others, the possibility of human error, inadequacy or circumvention of controls and fraud. If we do not maintain effective internal control over financial reporting or design and implement disclosure and other controls sufficient to provide reasonable assurance with respect to the preparation and fair presentation of our financial statements and other disclosures, including in connection with controls executed for us by third parties, we might fail to timely detect any misappropriation of corporate assets or inappropriate allocation or use of funds and could be unable to file financial reports or make other disclosures accurately and on a timely basis.

We face challenges as we work to meet our ESG goals and continue to evolve our ESG-related disclosures and reporting considering various existing and developing standards, such as those of the Financial Stability Board’s TCFD, the EU Corporate Sustainability Reporting Directive and the SASB Standards of the Value Reporting Foundation. We might fail to meet our ESG goals or report on them accurately and timely.

As a result of any of these factors, our reputation, results of operations and stock price could be materially adversely affected.

We face risks related to adequately protecting our valuable intellectual property rights.

We consider our intellectual property rights, particularly and most notably our trademarks, but also our patents, copyrights, registered designs, proprietary trade secrets, recipes, technology, know-how and licensing agreements, to be a significant and valuable part of our business. We attempt to protect our intellectual property rights by taking advantage of a combination of patent, trademark, copyright and trade secret laws in various countries, as well as licensing agreements, third-party nondisclosure and assignment agreements and policing of third-party misuses and infringement of our intellectual property. Our failure to obtain or adequately protect our intellectual property rights, or any change in law or other changes that serve to lessen or remove the current legal protections of our intellectual property, may diminish our competitiveness and could materially harm our business, financial condition and stock price.

We may be unaware of potential third-party claims of intellectual property infringement relating to our technology, brands or products. Any litigation regarding patents or other intellectual property could be costly and time-consuming and could divert management’s and other key personnel’s attention from our business operations. Third-party claims of intellectual property infringement might require us to pay monetary damages or enter into costly license agreements. We also may be subject to injunctions against development and sale of certain of our products, which could include removal of existing products from sale. Any of these occurrences could materially and adversely affect our reputation, brand health, ability to introduce new products or improve the quality of existing products, product sales, financial condition, results of operations, cash flows and stock price.








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Financial Risks

We face risks related to tax matters, including changes in tax laws and rates, disagreements with taxing authorities and imposition of new taxes.

As a global company, we are subject to taxation in the United States and various other countries and jurisdictions. As a result, our effective tax rate is determined based on the income and applicable tax rates in the various jurisdictions in which we operate. Our future effective tax rates could be affected by changes in the composition of earnings in countries with differing tax rates or other factors, and adverse changes in the underlying profitability or financial outlook of our operations in several jurisdictions could lead to changes in the realizability of our deferred tax assets, resulting in a charge to our effective tax rate.

Changes in tax laws in the U.S. or in other countries where we have significant operations, including rate changes or corporate tax provisions that could disallow or tax perceived base erosion or profit shifting payments or subject us to new types of tax, could materially affect our effective tax rate and our deferred tax assets and liabilities. In addition, aspects of U.S. tax laws may lead foreign jurisdictions to respond by enacting additional tax legislation that is unfavorable to us. 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. Based on our initial analysis of the provisions, we expect to meet the criteria of a large corporation but we do not believe this legislation will have a material impact on our consolidated financial statements; 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.

We are also subject to tax audits by governmental authorities. Although we believe our tax estimates are reasonable, if a taxing authority disagrees with the positions we have taken, we could face additional tax liabilities, including interest and penalties. Unexpected results from one or more such tax audits could significantly adversely affect our effective tax rate, results of operations, cash flows and stock price.

We are subject to currency exchange rate fluctuations.

At December 31, 2019,2022, we sold our products in over 150 countries and had operations in approximately 80 countries. Consequently, a significant portion of our business is exposed to currency exchange rate fluctuations. Our financial resultsposition and capital ratiosoperating results are sensitive to movements in currency exchange rates, which have recently been more volatile, because a large portion of our assets, liabilities, revenue and expenses must be translated into U.S. dollars for reporting purposes or converted into U.S. dollars to service obligations such as our U.S. dollar-denominated indebtedness and to pay dividends to our shareholders. In addition, movements in currency exchange rates affect transaction costs because we source product ingredients from various countries. Our efforts to mitigate our exposure to exchange rate fluctuations, primarily on cross-currency transactions, may not be successful. We hedge a number of risks including exposures to foreign exchange rate movements and volatility of interest rates that could impact our future borrowing costs. Hedging of these risks could potentially subject us to counter-party credit risk. In addition, local economies, monetary policies and currency hedging availability affect our ability to hedge against currency-related economic losses. We might not be able to successfully mitigate our exposure to currency risks due to factors such as continued global and local market volatility, actions by foreign governments, political uncertainty, inflation and limited hedging opportunities. Accordingly, changes in the currency exchange rates that we use to translate our results into U.S. dollars for financial reporting purposes or for transactions involving multiple currencies could materially and adversely affect future demand for our products, our financial condition, and results of operations, cash flows and stock price, and our relationships with customers, suppliers and employees in the short or long-term.

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Commodity and other input prices are volatile and may increase or decrease significantly or availability
Table of commodities may become constrained.

We purchase and use large quantities of commodities, including cocoa, dairy, wheat, palm and other vegetable oils, sugar and other sweeteners, flavoring agents and nuts. In addition, we purchase and use significant quantities of product packaging materials, natural gas, fuel and electricity for our factories and warehouses, and we also incur expenses in connection with the transportation and delivery of our products. Costs of raw materials, other supplies and services and energy are volatile and fluctuate due to conditions that are difficult to predict. These conditions include global competition for resources, currency fluctuations, geopolitical conditions or conflicts, tariffs or other trade barriers, government intervention to introduce living income premiums or similar requirements such as those announced in 2019 in two cocoa-growing countries, severe weather, the potential longer-term consequences of climate change on agricultural productivity, crop disease or pests, water risk, health pandemics, forest fires, consumer or industrial demand, and changes in governmental trade policy and regulations, alternative energy and agricultural programs. Increased government intervention and consumer or activist responses caused by increased focus on climate change, deforestation, water, plastic waste, animal welfare and human rights concerns and other risks associated with the global food system could adversely affect our or our suppliers’ reputation and business and our ability to procure the materials we need to operate our business. Some commodities are grown by smallholder farmers who might not be able to invest to increase productivity or adapt to changing conditions. Although we monitor our exposure to commodity prices and hedge against input price increases, we cannot fully hedge against changes in commodity costs, and our hedging strategies may not protect us from increases in specific raw material costs. Continued volatility in the prices of commodities and other supplies we purchase or changes in the types of commodities we purchase as we continue to evolve our product and packaging portfolio could increase or decrease the costs of our products, and our profitability could suffer as a result. Moreover, increases in the price of our products, including increases to cover higher input, packaging and transportation costs, may result in lower sales volumes, while decreases in input costs could require us to lower our prices and thereby affect our revenues, profits or margins. Likewise, constraints in the supply or availability of key commodities, including necessary services such as transportation, may limit our ability to grow our net revenues and earnings. If our mitigation activities are not effective, if we are unable to price to cover increased costs or must reduce our





We may be unable to hire or retain and develop key personnel or a highly skilled and diverse global workforce or manage changes in our workforce.

We must hire, retain and develop effective leaders and a highly skilled and diverse global workforce. We compete to hire new personnel with a variety of capabilities in the many countries in which we manufacture and market our products and then to develop and retain their skills and competencies. Unplanned or increased turnover of employees with key capabilities, failure to attract and develop personnel with key emerging capabilities such as e-commerce and digital marketing skills, or failure to develop adequate succession plans for leadership positions or to hire and retain a workforce with the skills and in the locations we need to operate and grow our business could deplete our institutional knowledge base and erode our competitiveness. Changes in our operating model and business processes, including building a winning growth culture, implementing our “local first” commercial approach, utilizing our global shared services capability and reconfiguring our supply chain, could lead to operational challenges and changes in the skills we require to achieve our business goals. Failure to achieve a more diverse workforce and leadership team, compensate our employees competitively and fairly or maintain a safe and inclusive environment could affect our reputation and also result in lower performance and an inability to retain valuable employees.

We might be unable to manage appropriately changes in, or that affect, our workforce or satisfy the legal requirements associated with how we manage and compensate our employees. This includes our management of employees represented by labor unions or workers’ councils, who represent approximately 63% of our 68,000 employees outside the United States and approximately 27% of our 12,000 U.S. employees. Strikes, work stoppages or other forms of labor unrest by our employees or those of our suppliers or distributors, or situations like the renegotiation of collective bargaining agreements that expired in February 2016 and that cover eight U.S. facilities, could cause disruptions to our supply chain, manufacturing or distribution processes. Changes in immigration laws and policies, including in connection with Brexit, could also make it more difficult for us to recruit or relocate skilled employees.


These risks could materially and adversely affect our reputation, ability to meet the needs of our customers, product sales, financial condition and results of operations.

Our retail customers are consolidating, and we must leverage our value proposition in order to compete against retailer and other economy brands.

Retail customers, such as supermarkets, discounters, e-commerce merchants, warehouse clubs and food distributors in the European Union, the United States and other major markets, continue to consolidate, form buying alliances or be acquired by new entrants in the food retail market, resulting in fewer, larger customers. Large retail customers and customer alliances can delist our products or reduce the shelf space allotted to our products and demand lower pricing, increased promotional programs or longer payment terms. Retail customers might also adopt these tactics in their dealings with us in response to the significant growth in online retailing for consumer products, which is outpacing the growth of traditional retail channels. The emergence of alternative online retail channels, such as direct to consumer and e-business to business, may adversely affect our relationships with our large retail and wholesale customers.

In addition, larger retail customers have the scale to develop supply chains that permit them to operate with reduced inventories or to develop and market their own retailer and other economy brands that compete with some of our products. Our products must provide higher quality or value to our consumers than the less expensive alternatives, particularly during periods of economic uncertainty. Consumers may not buy our products when they perceive little difference between the quality or value of our products and those of retailer or other economy brands. When consumers prefer or otherwise choose to purchase the retailer or other economy brands, we can lose market share or sales volumes, or we may need to shift our product mix to lower margin offerings.

Retail consolidation also increases the risk that adverse changes in our customers’ business operations or financial performance will have a corresponding material adverse effect on us. For example, if our customers cannot access sufficient funds or financing, then they may delay, decrease or cancel purchases of our products, or delay or fail to pay us for previous purchases.

Failure to effectively respond to retail consolidation, increasing retail power and competition from retailer and other economy brands could materially and adversely affect our reputation, brands, product sales, financial condition and results of operations.

We are subject to changes in our relationships with significant customers, suppliers and distributors.

During 2019, our five largest customers accounted for 17.0% of our net revenues. There can be no assurance that our customers will continue to purchase our products in the same mix or quantities or on the same terms as in the past, particularly as increasingly powerful retailers continue to demand lower pricing and develop their own brands. The loss of or disruptions related to significant customers could result in a material reduction in sales or change in the mix of products we sell to a significant customer. This could materially and adversely affect our product sales, financial condition and results of operations.

Disputes with significant suppliers or distributors, including disputes related to pricing or performance, could adversely affect our ability to supply or deliver products to our customers or operate our business and could materially and adversely affect our product sales, financial condition and results of operations. In addition, the financial condition of our significant customers, suppliers and distributors are affected by events that are largely beyond our control. Deterioration in the financial condition of significant customers, suppliers or distributors could materially and adversely affect our product sales, financial condition and results of operations.

We may decide or be required to recall products or be subjected to product liability claims.

We could decide, or laws or regulations could require us, to recall products due to suspected or confirmed deliberate or unintentional product contamination, including contamination of ingredients we use in our products that third parties supply, spoilage or other adulteration, product mislabeling or product tampering. In addition, if another company recalls or experiences negative publicity related to a product in a category in which we compete, consumers might reduce their overall consumption of products in this category. Any of these events could materially and adversely affect our reputation, brands, product sales, financial condition and results of operations.

We may also suffer losses when our products or operations or those of our suppliers violate applicable laws or regulations, or when our or our suppliers’ products cause injury, illness or death. In addition, our marketing could

face claims of false or deceptive advertising or other criticism. A significant product liability or other legal judgment against us, a related regulatory enforcement action, a widespread product recall or attempts to manipulate us based on threats related to the safety of our products could materially and adversely affect our reputation and profitability. Moreover, even if a product liability, consumer fraud or other claim is unsuccessful, has no merit or is not pursued, the negative publicity surrounding assertions against our products or processes could materially and adversely affect our reputation, brands, product sales, product inventory, financial condition and results of operations.

We face risks related to legal or tax claims or other regulatory enforcement actions.

We are a large snack food company operating in highly regulated environments and constantly evolving legal, tax and regulatory frameworks around the world. Consequently, we are subject to greater risk of litigation, legal or tax claims or other regulatory enforcement actions. We have implemented policies and procedures designed to promote compliance with existing laws and regulations; however, there can be no assurance that we maintain effective control environment processes, including in connection with our global shared services capability. Actions by our employees, contractors or agents in violation of our policies and procedures could lead to violations, unintentional or otherwise, of laws and regulations. When litigation, legal or tax claims or regulatory enforcement actions arise out of our failure or alleged failure to comply with applicable laws, regulations or controls, we could be subject to civil and criminal penalties that could materially and adversely affect our reputation, product sales, financial condition and results of operations.

Climate change might adversely impact our supply chain or our operations.

Scientific evidence collected by the Intergovernmental Panel on Climate Change demonstrates that carbon dioxide and other greenhouse gases in the atmosphere have caused and will in the future cause changes in weather patterns around the globe. These changes are expected to increase the frequency of extreme weather events and natural disasters and affect water availability and quality. These impacts increase risks for the global food production and distribution system. Decreased agricultural productivity caused by climate change might limit the availability of the commodities we purchase and use. These include cocoa, which is a critical raw material for our chocolate and biscuit portfolios that is particularly sensitive to changes in climate, as well as other raw materials such as wheat, vegetable oils, sugar, nuts and dairy. Localized weather events such as floods, severe storms or water shortages that are partially caused or exacerbated by climate change might disrupt our business operations or those of our suppliers, their suppliers, or our co-manufacturers or distributors.
Concern about climate change might result in new legal and regulatory requirements to reduce or mitigate the effects of climate change. These changes could increase our operating costs for things like energy through taxes or regulations. Concern about climate change might cause consumer preferences to switch away from products or ingredients considered to have high climate change impact. Furthermore, we might fail to effectively address increased attention from the media, shareholders, activists and other stakeholders on climate change and related environmental sustainability matters, including deforestation, land use, water use and packaging, including plastic. Finally, the fact that consumers are exposed to rising temperatures could affect demand for our products, such as decreased demand we have experienced for chocolate during periods when temperatures are warmer.
Taken together these risks could materially and adversely affect our ability to meet the needs of our customers, reputation, product sales, financial condition and results of operations.

We may not successfully identify, complete or manage strategic transactions.

We regularly evaluate a variety of potential strategic transactions, including acquisitions, divestitures, joint ventures, equity method investments and other strategic alliances that could further our strategic business objectives. We may not successfully identify, complete or manage the risks presented by these strategic transactions. 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 approvals); integrate or separate businesses; realize the full extent of the benefits, cost savings or synergies presented by strategic transactions; effectively implement control environment processes with employees joining us as a result of a transaction; 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. In addition, execution or oversight of strategic transactions may result in the diversion of management attention from our existing business and may present financial, managerial and operational risks.


With respect to acquisitions and joint ventures in particular, we are also exposed to potential risks based on our ability to conform standards, controls, policies and procedures, and business cultures; consolidate and streamline operations and infrastructures; identify and eliminate, as appropriate, redundant and underperforming operations and assets; manage inefficiencies associated with the integration of operations; and coordinate timely and ongoing compliance with antitrust and competition laws in the United States, the European Union and other jurisdictions. Joint ventures and similar strategic alliances pose additional risks, as we 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. Strategic alliances we have entered into include our investments in Jacobs Douwe Egberts and Keurig Dr Pepper Inc. Transactions or ventures into which we enter might not meet our financial and non-financial control and compliance expectations or yield the anticipated benefits. Depending on the nature of the business ventures, including whether they operate globally, these ventures 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. 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.

Furthermore, we may not be able to complete, on terms favorable to us, desired or proposed divestitures of businesses that do not meet our strategic objectives or our growth or profitability targets. Our divestiture activities, or related activities such as reorganizations, restructuring programs and transformation initiatives, may require us to recognize impairment charges or to take action to reduce costs that remain after we complete a divestiture. Gains or losses on the sales of, or lost operating income from, those businesses may also affect our profitability.

Any of these risks could materially and adversely affect our business, product sales, financial condition and results of operations.

We could fail to maintain effective internal control over financial reporting.

The accuracy of our financial reporting depends on the effectiveness of our internal control over financial reporting. Internal control over financial reporting can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements and may not prevent or detect misstatements because of its inherent limitations. These limitations include, among others, the possibility of human error, inadequacy or circumvention of controls and fraud. If we do not maintain effective internal control over financial reporting or design and implement controls sufficient to provide reasonable assurance with respect to the preparation and fair presentation of our financial statements, including in connection with controls executed for us by third parties, we might fail to timely detect any misappropriation of corporate assets or inappropriate allocation or use of funds and could be unable to file accurate financial reports on a timely basis. As a result, our reputation, results of operations and stock price could be materially adversely affected.

Weak financial performance, downgrades in our credit ratings, rising interest rates, illiquid global capital markets and volatile global economic conditions could limit our access to the global capital markets or the effectiveness of our cash management programs, reduce our liquidity and increase our borrowing costs.

We access the long-term and short-term global capital markets to obtain financing. Our financial performance, our short-and long-term debt credit ratings, interest rates, the stability of financial institutions with which we partner, the liquidity of the overall global capital markets (which could be impacted by the United States government’s decisions regarding its debt ceiling) and the state of the global economy, including the food industry, could affect our access to, and the availability orand cost of, financing on acceptable terms and conditions and our ability to pay dividends in the future. Globally, several central banks in various countries have raised, and may again raise, interest rates to combat inflation. There can be no assurance that we will have access to the global capital markets on terms we find acceptable.

We regularly access the commercial paper markets in the United States and Europe for ongoing funding requirements. A downgrade in our credit ratings by a credit rating agency could increase our borrowing costs and adversely affect our ability to issue commercial paper. Disruptions in the global commercial paper market or other effects of volatile economic conditions on the global credit markets also could reduce the amount of commercial paper that we could issue and raise our borrowing costs for both short- and long-term debt offerings.

We use cash management programs, such as factoring and supply chain finance arrangements, in our business when circumstances are favorable to manage liquidity. If these programs or underlying customer or supplier terms do not continue and we are unable to secure alternative programs, our cash and working capital may be negatively affected and we may have to utilize our various financing arrangements or increase our long-term borrowings for short- and long-term liquidity requirements.

Limitations on our ability to access the global capital markets, a reduction in our liquidity or an increase in our borrowing costs could materially and adversely affect our financial condition, and results of operations.operations and stock price.


Volatility in the equityglobal capital markets, interest rates, inflation rates, our participation in multiemployer pension plans and other factors could increase our costs relating to our employees’ pensions.

We sponsor defined benefit pension plans for a number of our employees throughout the world and also contribute to other employees’ pensions under defined benefit plans that we do not sponsor. At the end of 2019,2022, the projected benefit obligation of the defined benefit pension plans we sponsor was $12.2$8.1 billion and plan assets were $11.5$8.7 billion.

For defined benefit pension plans that we maintain, the difference between plan obligations and assets, or the funded status of the plans, significantly affects the net periodic benefit costs of our pension plans and the ongoing funding requirements of those plans. Our largest funded defined benefit pension plans are funded with trust assets invested in a globally diversified portfolio of investments, including equities and corporate and government debt. Among other factors, changes in interest rates, inflation rates, mortality rates, early retirement rates, investment returns, funding requirements in the jurisdictions in which the plans operate and the market value of plan assets affect the level of plan funding, cause volatility in the net periodic pension cost and impact our future funding requirements. Legislative and other governmental regulatory actions may also increase funding requirements for our pension plans’ benefits obligation. Volatility in the global capital markets may increase the risk that we will be required to make additional cash contributions to these company-sponsored pension plans and recognize further increases in our net periodic pension cost.

We also participate in multiemployer pension plans for certain U.S. union-represented employees. As a participating employer under multiemployer pension plans, we may owe more than the contributions we are required to make under the applicable collective bargaining agreements. For example, if we partially or completely withdraw from a multiemployer pension plan, we may be required to pay a partial or complete withdrawal liability.liability, such as the withdrawal liability we are paying in connection with our complete withdrawal from the Bakery and Confectionery Union and Industry International Pension Fund in 2018. This kind of withdrawal liability will generally increase if there is also a mass withdrawal of other participating employers or if the plan terminates. In 2018, we executed a complete withdrawal from the Bakery and Confectionery Union and Industry International Pension Fund (the "Fund") and recorded a $429 million estimated withdrawal liability. On July 11, 2019, we received an undiscounted withdrawal liability assessment from the Fund totaling $526 million requiring pro-rata monthly payments over 20 years and we recorded a $35 million final adjustment to reduce our withdrawal liability as of June 30, 2019. We began making monthly payments during the third quarter of 2019. As of December 31, 2019, the remaining discounted withdrawal liability was $391 million, with $14 million recorded in other current liabilities and $377 million recorded in long-term other liabilities. See Note 11, Benefit Plans, to the consolidated financial statements for more information on our multiemployer pension plans.

A significant increase in our pension benefit obligations, orfuture funding requirements or net periodic benefit costs could curtail our ability to invest in the business and adversely affect our financial condition, and results of operations.operations, cash flows and stock price.

26
We face risks related to adequately protecting our valuable intellectual property rights.


We consider our intellectual property rights, particularly and most notably our trademarks, but also our patents, trade secrets, copyrights and licensing agreements, to be a significant and valuable partTable of our business. We attempt to protect our intellectual property rights by taking advantage of a combination of patent, trademark, copyright and trade secret laws in various countries, as well as licensing agreements, third-party nondisclosure and assignment agreements and policing of third-party misuses and infringement of our intellectual property. Our failure to obtain or adequately protect our intellectual property rights, or any change in law or other changes that serve to lessen or remove the current legal protections of our intellectual property, may diminish our competitiveness and could materially harm our business and financial condition.Contents

We may be unaware of potential third-party claims of intellectual property infringement relating to our technology, brands or products. Any litigation regarding patents or other intellectual property could be costly and time-consuming and could divert management’s and other key personnel’s attention from our business operations. Third-party claims of intellectual property infringement might require us to pay monetary damages or enter into costly license agreements. We also may be subject to injunctions against development and sale of certain of our products, which could include removal of existing products from sale. Any of these occurrences could materially and adversely affect our reputation, brand health, ability to introduce new products or improve the quality of existing products, product sales, financial condition and results of operations.



Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

On December 31, 2019,2022, we had approximately 126 148 manufacturing and processing facilities in 4446 countries and 110111 distribution centers and depotswarehouses worldwide that we owned or leased. During 2019, the number of manufacturing facilities decreased by 6 mainly due to divestitures and the number of distribution facilities decreased by 13 primarily due to the expiration of lease agreements and consolidation of facilities. In addition to our owned or leased properties, we also utilize a highly distributed network of warehouses and distribution centers that are owned or leased by third party logistics partners, contract manufacturers, co-packers or other strategic partners. We believe we have or will add sufficient capacity to meet our planned operating needs. It is our practice to maintain all of our plants and other facilities in good condition.
 As of December 31, 2022
Number of
Manufacturing
Facilities
Number of
Distribution
 and Warehouse Facilities
Latin America (1)
16 11 
AMEA45 29 
Europe63 10 
North America24 61 
Total148 111 
Owned128 15 
Leased20 96 
Total148 111 

(1)Excludes our deconsolidated Venezuela operations. Refer to Note 1, Summary of Significant Accounting Policies, for more information.

 As of December 31, 2019
 
Number of
Manufacturing
Facilities
 
Number of
Distribution
Facilities
Latin America (1)
13
 13
AMEA43
 21
Europe55
 23
North America15
 53
Total126
 110
    
Owned118
 13
Leased8
 97
Total126
 110

(1)
Excludes our deconsolidated Venezuela operations. Refer to Note 1, Summary of Significant Accounting Policies, for more information.

Item 3. Legal Proceedings.

Information regarding legal proceedings is available in Note 14, Commitments and Contingencies, to the consolidated financial statements in this report.

Item 4. Mine Safety Disclosures.

Not applicable.

27


Table of Contents
PART II

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

We have listed ourare proud members of the Standard and Poor’s 500 and Nasdaq 100. Our Common Stock is listed on The Nasdaq Global Select Market under the symbol “MDLZ.” At January 31, 2020,2023, there were 44,76438,218 holders of record of our Common Stock.

Comparison of Five-Year Cumulative Total Return

The following graph compares the cumulative total return on our Common Stock with the cumulative total return of the S&P 500 Index and the Mondelēz International performance peer group index. The graph assumes, in each case, that an initial investment of $100 is made at the beginning of the five-year period. The cumulative total return reflects market prices at the end of each year and the reinvestment of dividends each year.

stockgraph.jpg


As of December 31, 
  Mondelēz  
  International  
 S&P 500       
  Performance  
  Peer Group  
2014 $100.00
 $100.00
 $100.00
2015 125.39
 101.38
 102.59
2016 126.10
 113.51
 102.96
2017 124.11
 138.29
 120.31
2018 118.82
 132.23
 113.19
2019 166.85
 173.86
 143.50
mdlz-20221231_g2.jpg
As of December 31,Mondelēz
International
S&P 500Performance
Peer Group
2017$100.00 $100.00 $100.00 
201895.73 95.62 94.15 
2019134.43 125.72 119.40 
2020145.97 148.85 130.65 
2021169.14 191.58 149.35 
2022174.08 156.88 147.96 

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, Kellogg Company, The Kraft Heinz Company, Nestlé S.A., PepsiCo, Inc., The Procter & Gamble Company and Unilever PLC. The Kraft Heinz Company performance history is included for 2016 through 2019 only as the company was formed in 2015.

28

Table of Contents
Issuer Purchases of Equity Securities
Our stock repurchase activity for each of the three months in the quarter ended December 31, 20192022 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 (2)
 
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (2)
October 1-31, 2019 1,295,595
 $53.76
 1,281,313
 $3,433
November 1-30, 2019 2,946,093
 52.18
 2,831,683
 3,286
December 1-31, 2019 2,472,223
 54.42
 2,467,098
 3,151
For the Quarter Ended
December 31, 2019
 6,713,911
 53.31
 6,580,094
  
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 (2)
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (2)
October 1-31, 20221,863,361 $56.55 1,847,134 $1,707 
November 1-30, 2022600,970 64.87 585,763 1,669 
December 1-31, 2022240,012 67.47 236,873 1,653 
For the Quarter Ended
December 31, 2022
2,704,343 59.37 2,669,770 
 
(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 14,282 shares, 114,410 shares and 5,125 shares for the fiscal months of October, November and December 2019, respectively.
(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 16,227 shares, 15,207 shares and 3,139 shares for the fiscal months of October, November and December 2022, respectively.
(2)Dollar values stated in millions. Our Board of Directors authorized the repurchase up to $23.7 billion of our Common Stock through December 31, 2023. Since the program inception on March 12, 2013 through December 31, 2022, we have repurchased $22.0 billion. Our Board of Directors authorized a new program for the repurchase of up to $6.0 billion of our Common Stock through December 31, 2025. This authorization, effective January 1, 2023, replaces our current share repurchase program. See related information in Note 13, Capital Stock.

(2)
Dollar values stated in millions. Our Board of Directors has authorized the repurchase of $19.7 billion of our Common Stock through December 31, 2020. Specifically, on March 12, 2013, our Board of Directors authorized the repurchase of up to the lesser of 40 million shares or $1.2 billion of our Common Stock through March 12, 2016. On August 6, 2013, our Audit Committee, with authorization delegated from our Board of Directors, increased the repurchase program capacity to $6.0 billion of Common Stock repurchases and extended the expiration date to December 31, 2016. On December 3, 2013, our Board of Directors approved an increase of $1.7 billion to the program related to a new accelerated share repurchase program, which concluded in May 2014. On July 29, 2015, our Finance Committee, with authorization delegated from our Board of Directors, approved a $6.0 billion increase that raised the repurchase program capacity to $13.7 billion and extended the program through December 31, 2018. On January 31, 2018, our Finance Committee, with authorization delegated from our Board of Directors, approved an increase of $6.0 billion in the share repurchase program, raising the authorization to $19.7 billion of Common Stock repurchases, and extended the program through December 31, 2020. See related information in Note 13, Capital Stock.

Item 6.   Selected Financial Data

Mondelēz International, Inc.Reserved.
Selected Financial Data – Five Year Review
(1)
29
 2019 2018 2017 2016 2015
 (in millions, except per share and employee data)
Continuing Operations (2)
         
Net revenues$25,868
 $25,938
 $25,896
 $25,923
 $29,636
Earnings from continuing operations,
   net of taxes
3,885
 3,395
 2,842
 1,645
 7,291
Net earnings attributable to
   Mondelēz International
3,870
 3,381
 2,828
 1,635
 7,267
Per share, basic2.68
 2.30
 1.87
 1.05
 4.49
Per share, diluted2.65
 2.28
 1.85
 1.04
 4.44
Cash Flow and Financial Position (3)
         
Net cash provided by operating activities3,965
 3,948
 2,593
 2,838
 3,728
Capital expenditures925
 1,095
 1,014
 1,224
 1,514
Property, plant and equipment, net8,733
 8,482
 8,677
 8,229
 8,362
Total assets64,549
 62,729
 62,957
 61,506
 62,843
Long-term debt14,207
 12,532
 12,972
 13,217
 14,557
Total Mondelēz International
   shareholders’ equity
$27,275
 $25,637
 $25,994
 $25,141
 $28,012
Shares outstanding at year end (4)
1,435
 1,451
 1,488
 1,528
 1,580
Per Share and Other Data         
Book value per shares outstanding$19.01
 $17.67
 $17.47
 $16.45
 $17.73
Dividends declared per share (5)
$1.09
 $0.96
 $0.82
 $0.72
 $0.64
Common Stock closing price at year end$55.08
 $40.03
 $42.80
 $44.33
 $44.84
Number of employees80,000
 80,000
 83,000
 90,000
 99,000

(1)
The selected financial data should be read in conjunction with Management’s Discussion and Analysis of Financial Condition andResults of Operations and our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K and Annual Reports on Form 10-K for earlier periods. During 2018, we moved to a quarter lag for recording Keurig Green Mountain, Inc. ("Keurig") and Keurig Dr Pepper Inc. ("KDP") results and we recast all prior periods since the inception of our investment in Keurig in 2016 on the same quarter lag basis. Please see Note 7, Equity Method Investments, for more information. During 2018, we adopted the new revenue recognition accounting standard update, and it did not have a material impact on any reported periods. See Note 1, Summary of Significant Accounting Policies, for more information. During 2019, we adopted the new lease accounting standard and related updates, and we disclose the impacts to our 2019 financial statements in Note 1, Summary of Significant Accounting Policies. A significant portion of our business is exposed to currency exchange rate fluctuation as a large portion of our assets, liabilities, revenue and expenses must be translated into U.S. dollars for reporting purposes. Refer to Management’s Discussion and Analysis of Financial Condition andResults of Operations for a discussion of operating results on a constant currency basis where noted.
(2)
Significant items impacting the comparability of our results from continuing operations include: the Simplify to Grow Program; the contribution of our global coffee businesses and investment in Jacobs Douwe Egberts ("JDE") and related gain in 2015; gain on equity method investment transactions in 2016-2018; other divestitures and sales of property in 2015-2019; acquisitions in 2015-2016 and 2018-2019; losses on debt extinguishment in 2015-2018; unrealized gains on the coffee business transaction currency hedges in 2015; debt tender offers completed in 2015-2016 and 2018; loss on deconsolidation of Venezuela in 2015; the remeasurement of net monetary assets in Venezuela in 2015 and Argentina in 2018-2019; accounting calendar changes in 2015; impairment charges related to intangible assets in 2015-2019; losses or gains related to interest rate swaps in 2015-2016 and 2018-2019; impacts from the resolution of tax matters in 2017-2018; impacts from pension participation changes in 2018-2019; CEO transition remuneration in 2017-2019; malware incident incremental expenses in 2017; and our provision for income taxes in all years, including the U.S. tax reform discrete net tax benefits or expenses in primarily 2017-2018 and Swiss tax reform net impacts in 2019. Please refer to Note 1, Summary of Significant Accounting Policies; Note 2, Divestitures and Acquisitions; Note 5, Leases; Note 6, Goodwill and Intangible Assets; Note 7, Equity Method Investments; Note 8, Restructuring Program; Note 9, Debt and Borrowing Arrangements; Note 10, Financial Instruments; Note 11, Benefit Plans; Note 14, Commitments and Contingencies; Note 16, Income Taxes;

and Note 18, Segment Reporting, and our Annual Reports on Form 10-K for earlier periods for additional information regarding items affecting comparabilityTable of our results from continuing operations.Contents
(3)Items impacting comparability primarily relate to the Keurig and JDE coffee business transactions in 2015-2016 and the loss on deconsolidation of Venezuela in 2015. Please also refer to our previously filed Annual Reports on Form 10-K for additional information.
(4)
Refer to Note 13, Capital Stock, for additional information on our share repurchase program activity.
(5)
Refer to the Equity and Dividends section within Management’sDiscussion and Analysis of Financial Conditionand Results of Operations for information on our dividends.


Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations.Operations

The following discussion and analysis contains forward-looking statements. It should be read in conjunction with the other sections of this Annual Report on Form 10-K, including the consolidated financial statements and related notes contained in Forward-Looking Statements and Item 1A, Risk Factors.

Overview of Business and Strategy

We makeOur core business is making and sell primarilyselling chocolate, biscuits and baked snacks, with additional businesses in adjacent, locally relevant categories including biscuits (cookies, crackers and salted snacks), chocolate, gum & candy, as well as various cheese & grocery and powdered beverage products. We have operations in approximately 80 countries and sell our products in over 150 countries.beverages around the world.

We aim to be the global leader in snacking. Our strategy is to drive long-term growth by focusing on threefour strategic priorities: accelerating consumer-centric growth, driving operational excellence, and creating a winning growth culture.culture and scaling sustainable snacking. We believe the successful implementation of our strategic priorities and the leveraging of our attractive global footprint, strong foundationcore of iconic global and local brands, an attractive global footprint, our market leadership in developedmarketing, sales, distribution and emerging markets, our deep innovation, marketing and distributioncost excellence capabilities, and our efficiency and sustainability efforts,top talent with a growth mindset, will drive consistent top- and bottom-line growth, enabling us to continue to create long-term value for our shareholders.

For more detailed information on our business and strategy, refer to Item 1, Business.

Recent Developments and Significant Items Affecting Comparability

SwissMacroeconomic environment

We continue to observe significant market uncertainty, increasing inflationary pressures, supply constraints, exchange rate volatility as well as ongoing effects from the COVID-19 pandemic. Throughout the pandemic, we experienced an overall increase in demand and U.S. Tax Reform

On August 6, 2019, Switzerland published changes to its Federal tax lawrevenue growth as consumers increased their food purchases for in-home consumption in the Official Federal Collectionsome markets, while parts of Laws. On September 27, 2019, the Zurich Canton published their decision on the September 1, 2019 Zurich Canton public vote regarding the Cantonal changes associated with the Swiss Federal tax law change. The intent of these tax law changes was to replace certain preferential tax regimes with a new set of internationally accepted measures that are hereafter referred to as “Swiss tax reform”. Based on these Federal / Cantonal events, our position is the enactment of Swiss tax reform for U.S. GAAP purposes was met as of September 30, 2019,business were negatively affected by related lockdowns and restrictions. Additionally, global supply chain, transportation and labor issues escalated and we recorded the impactsexperienced significantly higher operating costs, including higher overall raw material, transportation, labor and energy costs that have continued to rise.

Our overall outlook for future snacks revenue growth remains strong; however, we anticipate ongoing volatility in the third quarter 2019. The net impact was a benefit of $767 million, which consisted of a $769 million reduction in deferred tax expense from an allowed step-up of intangible assets for tax purposesresponse to COVID-related risks and remeasurement of our deferred tax balances, partially offset by a $2 million indirect tax impact in selling, generalsupply chain issues, including labor and administrative expenses. The future rate impacts of these Swiss tax reform law changes are effective starting January 1, 2020.transportation constraints. We will continue to monitor Swiss tax reform for any additional interpretative guidance that could resultproactively manage our business in changesresponse to the amounts we have recorded.

On December 22, 2017, the United States enacted tax reform legislation ("U.S. tax reform") that included a broad range ofevolving global economic environment and related uncertainty and business tax provisions, including but not limited to a reduction in the U.S. federal tax rate from 35% to 21%, as well as provisions that limit or eliminate various deductions or credits. The legislation causes certain U.S. allocated expenses (e.g. interestrisks while also prioritizing and general administrative expenses) to be taxedsupporting our employees and imposes a tax on U.S. cross-border payments. Furthermore, the legislation included a one-time transition tax on accumulated foreign earnings and profits. While clarifying guidance was issued by the U.S. Treasury Department and Internal Revenue Service ("IRS") during 2018 and 2019, wecustomers. We continue to evaluate thetake steps to mitigate impacts as additional guidance on implementing the legislation becomes available. The impact of adopting the new provisions was a discrete net tax expense of $5 millionto our supply chain, operations, technology and assets.

War in 2019 and $19 million in 2018 and a discrete net tax benefit of $44 million in 2017.

Ukraine
Refer to Note 16,
Income Taxes, for more information on our annual effective tax rates and Swiss and U.S. tax reform.


Multiemployer Pension Plan Withdrawal

In February 2022, Russia began a military invasion of Ukraine. For the United States, we contribute to multiemployer pension plans based on obligations arising from our collective
bargaining agreements. The most individually significant multiemployer plan we participated in prior to the second quarter of 2018 was the Bakery and Confectionery Union and Industry International Pension Fund (the "Fund"). Our obligation to contribute to the Fund arose with respect to 8 collective bargaining agreements covering mostsafety of our employees, represented bywe stopped production and closed our facilities in Ukraine; since then we have been gradually restoring operations, continuing to take steps to protect the Bakery, Confectionery, Tobaccosafety of our employees and Grain Millers Union ("BCTGM"). Allpartially re-opening our two plants. We are providing all of those collective bargaining agreements expiredour employees with compensation and with help in 2016securing shelter in neighboring countries, where required and we continuedneeded. We have also made cash and in-kind donations to contribute toseveral humanitarian aid organizations in the Fund through 2018.region.

In 2018,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 executed a complete withdrawal frompartially reopened the FundVyshhorod plant and recorded a $429 million estimated withdrawal liability. On July 11, 2019,restarted limited potato chip production and in late November, we received an undiscounted withdrawal liability assessment fromreopened the Fund totaling $526 million requiring pro-rata monthly payments over 20 yearsTrostyanets plant and we recorded a $35 million final adjustment to reduce our withdrawal liability as of June 30, 2019. We began making monthly payments during the third quarter of 2019. As of December 31, 2019, the remaining discounted withdrawal liability was $391 million, with $14 million recorded in other current liabilities and $377 million recorded in long-term other liabilities.

Adoption of New Lease Accounting Standard

As further described inrestarted limited chocolate production. See Note 1, Summary of Significant Accounting Policies - War in Ukraine, to the condensed consolidated financial statements, and refer to Items Affecting Comparability of Financial Results for additional information.

As a food company, we adoptedcontinue to work to support the continuity of food supply and provide packaged foods to consumers. We have suspended new lease accounting standardcapital investments and our advertising spending in Russia, but as a food company with more than 2,500 employees in the country, we have not ceased operations given we believe we play a role in the continuity of the food supply. We are complying and will comply with applicable international sanctions
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and other measures that have been or may be imposed on January 1, 2019.Russian entities. We continue to evaluate the situation in Ukraine and Russia and our ability to control our operating activities and businesses on an ongoing basis, and we continue to consolidate both our Ukrainian and Russian subsidiaries. Prior to the onset of the war, Ukraine generated 0.5% and Russia generated 2.9% of 2021 consolidated net revenues and in 2022, Ukraine generated 0.3% and Russia generated 4.0% of consolidated net revenue. Our Russian business has grown as a result of the recent strengthening of the Russian ruble versus the U.S. dollar, underlying trends of consumers toward snack and packaged food categories and increased price. The combination of pricing, volume growth, suspension of advertising and ruble strength has resulted in a significant increase in the profitability of the Russian business and contributed to the growth of our consolidated performance. Our decision to suspend new capital investments in Russia has not had a material impact on our ability to meet demand within our Russian business during 2022. We believe the war in Ukraine has had a negative impact on our business throughout the rest of our Europe operating segment, but the impact of adoptingthis is difficult to quantify. We cannot predict if the standard includedrecent strength in our Russian business will continue in the initial recognition as of January 1, 2019, of $710 million of lease-related assets and $730 million of lease-related liabilities on our consolidated balance sheet. The transition method we elected for adoption required a cumulative effect adjustment to retained earnings as of January 1, 2019, which was not material. For additionalfuture.

We provide more information on leases, referrisks related to Note 5, the war in Ukraine in our Financial Outlook and Commodity Trends section, Item 3, QuLeasesantitative and Qualitative Disclosures about Market Risk, and under Item 1A, Risk Factors.

Acquisitions and Divestitures

During 2022, we completed the following acquisitions to strategically complement and expand our existing portfolio:
Ricolino, a confectionery business with products sold primarily in Mexico
Clif Bar & Company (“Clif Bar”), a leading U.S. maker of nutritious energy bars with organic ingredients
Chipita Global S.A. ("Chipita"), a high-growth leader in the central and Eastern European croissant and baked snacks category

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

Refer to Note 2, Acquisitions and Divestitures, and Liquidity and Capital Resources for additional details.

Equity Method Investment Transactions

JDE Peet’s Transactions
In 2022, we sold approximately 18.6 million of our shares back to JDE Peet’s, which reduced our ownership interest by approximately 3% to 19.8%. We recorded a loss of €8 million ($8 million). In 2021, we issued €300 million exchangeable bonds. If all bonds were redeemed in exchange for shares, this would represent approximately 8.5 million shares or approximately 9% of our equity interest in JDE Peet's. 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%.

Keurig Dr Pepper TransactionTransactions:

On July 9, 2018, Keurig Green Mountain, Inc. ("Keurig") closed on its definitive merger agreement with Dr Pepper Snapple Group, Inc., and formed Keurig Dr Pepper Inc. (NYSE: "KDP"), a publicly traded company. Following the close of the transaction,In 2021, we sold approximately 42.7 million shares, which reduced our 24.2% investment in Keurig together with our shareholder loan receivable became a 13.8% investment in KDP. During 2018, weownership interest by 3.0% to 5.3%. We recorded a pre-tax gain of $778$768 million (or $586$581 million after-tax). Also, during the first quarter of 2019,In 2020, we recognized a $23sold approximately 73.4 million pre-tax gain related to the impact of a KDP acquisition that decreasedshares, which reduced our ownership interest from 13.8%by 5.2% to 13.6%8.4%. In connection with the KDP transaction, in the third quarterWe recorded a pre-tax gain of 2018, we changed our accounting principle to reflect our share of Keurig's historical and KDP's ongoing earnings on a one-quarter lag basis for all periods presented while we continue to record dividends when cash is received. Refer$865 million (or $662 million after-tax).

For additional information, refer to Note 7, Equity Method Investments, and Note 10, Financial Instruments.

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.

See Note 1, Summary of Significant Accounting Policies– Currency Translation and Highly Inflationary Accounting for additional informationdetails.
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U.K. advertising and promotion ban

In the United Kingdom, a ban on KDPspecific 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 transaction.

Malware Incident

On June 27, 2017, a global malware incident impacted our business. The malware affectedimpact of the restrictions, they did not have a significant portionimpact on our consolidated financial statements in 2022.

Taxes

We continue to monitor existing and potential future tax reform around the world. 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. Based on our global sales, distribution and financial networks. Followinginitial analysis of the incident, we executed business continuity and contingency plans to contain the impact, minimize damages and restore our systems environment. We also restored our main operating systems and processes and enhanced our system security. To date, we have not found, nor doprovisions, we expect to find, any instancesmeet the criteria of Company or personal data released externally.

During 2017,a large corporation but we estimated the malware incident haddo not believe this legislation will have a negativematerial impact of 0.4% on our net revenueconsolidated financial statements. We will continue to evaluate it as additional guidance and Organic Net Revenue growth as we recognized the majority of delayed second quarter shipments in our third quarter 2017 results and weclarification becomes available. We also permanently lost some revenue. We incurred total incremental expenses of $84 million predominantly during the second half of 2017 as partcontinue to monitor countries’ progress toward enactment of the recovery effort. The recovery fromOrganization of Economic Cooperation and Development’s model rules on a global minimum tax. During December 2022, the incident was largely resolved byEuropean Union reached agreement on the endintroduction of 2017 and we continued effortsa minimum tax directive requiring each member state to strengthenenact 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 security measures and enhance general information technology, business process and disclosure controls.consolidated financial statements in 2022 but future enacted legislation in this area could have a material effect on us, if enacted.


Summary of Results
 
Net revenues were approximately $25.9$31.5 billion in both 20192022 and 2018, a decrease$28.7 billion in 2021, an increase of 0.3%9.7% in 20192022 and an increase of 0.2%8.0% in 2018.2021. In 2019,both 2022 and 2021, 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 declined due to thefrom 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 offrom unfavorable currency translation, as the U.S. dollar strengthened relative to most currencies we operate in compared to exchange rates in the prior year and the impact of the divestiture of most of our cheese business in the Middle East and Africa. divestitures.
Net revenues were positively affectedincreased in 2021, driven by favorable volume/mix, higher net pricing, a significant impact from favorable currency translation, as most currencies we operate in strengthened against the U.S. dollar compared to exchange rates in the prior year, and favorable volume/mix, as well as theincremental net revenues from our acquisitions of a majority interestGourmet Foods, Grenade and Hu in Perfect Snacks2021 and Give & Go in 20192020.

Organic Net Revenue increased 12.3% to $32.2 billion in 2022 and a U.S. premium biscuit company, Tate's Bake Shop,increased 5.1% to $27.9 billion in 2018. In 2018, net revenues grew2021. Organic Net Revenue increased in both 2022 and 2021 due to higher net pricing and favorable volume/mix. Organic Net Revenue is on a constant currency basis and excludes revenue from acquisitions and divestitures. We use Organic Net Revenue as it provides improved year-over-year comparability of our underlying operating results (see the definition of Organic Net Revenue and our reconciliation with net revenues were also positively affectedwithin Non-GAAP Financial Measures appearing later in this section).

Diluted EPS attributable to Mondelēz International decreased 35.5% to $1.96 in 2022 and increased 23.1% to $3.04 in 2021.
Diluted EPS decreased in 2022 driven by the acquisition of Tate's Bake Shop. Net revenue growth was negatively affected bylapping 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, lower net earnings from divestitures, higher remeasurement loss of net monetary position and inventory step-up charges incurred in 2022, partially offset by an increase in Adjusted EPS, lower Simplify to Grow program costs, lower negative impacts from enacted tax law changes, lower equity method investee items, 2017 malware incident net recoveries and lower negative impact from pension participation changes.
Diluted EPS increased in 2021 driven by an increase in Adjusted EPS, lapping prior-year costs associated with the JDE Peet’s transaction, favorable year-over-year mark-to-market impacts from currency and commodity derivatives, lower intangible asset impairment charges, lapping the prior-
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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. On a constant currency basis, Adjusted EPS increased 11.9% to $3.19 in 2022 and increased 8.7% to $2.76 in 2021.
Adjusted EPS increased in 2022, driven by operating gains and fewer shares outstanding, partially offset by unfavorable currency translation, higher interest expense and lower equity method investment earnings.
Adjusted EPS increased in 2021, driven by operating gains, favorable currency translation, fewer shares outstanding, higher equity method investment earnings and lower interest expense, partially offset by higher taxes primarily due to a lower net benefit from non-recurring discrete tax items.
Adjusted EPS and Adjusted EPS on a constant currency basis are non-GAAP financial measures. We use these measures as they provide improved year-over-year comparability of our underlying results (see the impactdefinition of several business divestitures that occurredAdjusted EPS and our reconciliation with diluted EPS within Non-GAAP Financial Measures appearing later in 2017 which reduced net revenues in 2018 as compared to the prior year.this section).

Organic Net Revenue increased 4.1% to $26.9 billion in 2019 and increased 2.4% to $26.1 billion in 2018. In both 2019 and 2018, Organic Net Revenue increased as a result of higher net pricing and favorable volume/mix. Organic Net Revenue is on a constant currency basis and excludes revenue from divestitures and acquisitions. We use Organic Net Revenue as it provides improved year-over-year comparability of our underlying operating results (see the definition of Organic Net Revenue and our reconciliation with net revenues within Non-GAAP Financial Measures appearing later in this section).

Diluted EPS attributable to Mondelēz International increased 16.2% to $2.65 in 2019 and increased 23.2% to $2.28 in 2018. Diluted EPS increased in 2019 primarily driven by the benefit from Swiss tax reform, lapping the prior-year impact from pension participation changes, operating gains, lower Simplify to Grow program costs, lapping the prior-year loss on debt extinguishment, fewer shares outstanding, a gain on divestiture, an increase in equity method investment earnings, lower interest expense and a benefit from current-year pension participation changes, partially offset by lapping the prior-year gain on equity method investment transactions, unfavorable currency translation, a loss related to interest rate swaps, the expense from the resolution of tax matters in 2019 and an unfavorable year-over-year change in mark-to-market impacts from currency and commodity derivatives. Diluted EPS increased in 2018 primarily driven by the after-tax gain on the KDP transaction, a favorable year-over-year change in mark-to-market impacts from currency and commodity derivatives, operating gains, lower costs incurred for the Simplify to Grow Program, fewer shares outstanding, lower taxes and increased equity method investment earnings, partially offset by the impact from pension participation changes, lapping the benefit from the resolution of tax matters and lapping a prior-year net gain on divestitures. See our Discussion and Analysis of Historical Results appearing later in this section for further details.

Adjusted EPS increased 2.1% to $2.47 in 2019 and increased 14.2% to $2.42 in 2018. On a constant currency basis, Adjusted EPS increased 8.3% to $2.62 in 2019 and increased 15.6% to $2.45 in 2018. For 2019, operating gains, fewer shares outstanding, increased equity method investment earnings, lower interest expense and lower taxes drove the Adjusted EPS growth. For 2018, operating gains, fewer shares outstanding, lower taxes, increased equity method investment earnings and lower interest expense drove the Adjusted EPS growth. Adjusted EPS and Adjusted EPS on a constant currency basis are non-GAAP financial measures. We use these measures as they provide improved year-over-year comparability of our underlying results (see the definition of Adjusted EPS and our reconciliation with diluted EPS within Non-GAAP Financial Measures appearing later in this section).


Financial Outlook

We seek to achieve profitable, long-term growth and manage our business to attain this goal using our key operating metrics: Organic Net Revenue, Adjusted Operating Income and Adjusted EPS. We use these non-GAAP financial metrics and related computations, particularly growth in profit dollars, to evaluate and manage our business and to plan and make near-andnear- and long-term operating and strategic decisions. As such, we believe these metrics are useful to investors as they provide supplemental information in addition to our U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) financial results. We believe it is useful to provide investors with the same financial information that we use internally to make comparisons of our historical operating results, identify trends in our underlying operating results and evaluate our business. We believe our non-GAAP financial measures should always be considered in relation to our GAAP results. We have provided reconciliations between our GAAP and non-GAAP financial measures in Non-GAAP Financial Measures, which appears later in this section.

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

Demand – We monitor consumer spending and our market share within the food and beverage categories in which we sell our products. Core snacks categories continued to expand due to the continued growth of snacking as a consumer behavior around the world. As part of our strategic plan, we seek to drive category growth by leveraging our local and consumer-focused commercial approach, making investments in our brand and snacks portfolio, building strong routes to market in both emerging and developed markets and improving our availability across multiple channels. We believe these actions will help drive demand in our categories and strengthen our positions across markets.

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. Snacking behavior is on the rise around the world according to the first annual “State of Snacking” report, commissioned by Mondelēz International and issued in November 2019, which summarizes the findings from interviews with thousands of consumers across 12 countries. A majority of adults, and an even higher percentage of Millennial consumers, indicated they prefer to eat small bites throughout the day as opposed to larger meals. The report concludesWe believe that consumer needs are evolving in response to busy modern lifestyles, the desire for community connections and a more holistic sense of well-being. Also, the way consumers snack and buy snacks around the world is diverse, with consumers purchasing snacks across evolving retail and digital landscapes. We expect these trends to continue and, in order to position ourselves for long-term growth, we are investing in our well-being and other snack offerings, product and marketing innovation and new routes to market including e-commerce.

Demand – We monitor consumer spending and our market share within the food and beverage categories in which we sell our products. Over the last three years, we have been seeing improvements in regional economic growth, consumer confidence and growth in our categories. However, geopolitical and economic uncertainties from time to time may continue to affect economic growth, consumer confidence and category growth. As partbe a source of our new strategic plan, we seek to drive category growth by offering snack innovations, leveraging our local and consumer-focused commercial approach, making investments in our brand and snacks portfolio, building strong routes to market in both emerging and developed markets and improving our position across multiple channels. We believe these actions will help drive demand in our categories and strengthen our positions across markets.

Volatility of Global Markets – Our growth strategy depends in part on our ability to expand our operations, including in emerging markets. Some emerging markets have greater political, economic and currency volatility and greater vulnerability to infrastructure and labor disruptions. Volatility in these markets affects demand for and the costs of our products and requires frequent changes in how we operate our business. See below for a discussion of Brexitcomfort as well as Argentina, which was designated a highly inflationary economyexcitement and variety for consumers. Social media increasingly helps consumers find food trends, inspiration and connection on their social media and other feeds. Consumers are also interested in 2018. In addition, the imposition of increasedbuying snacks conveniently, whether through same-day delivery apps, shipped sources or new tariffs, quotas, trade barriers or similar restrictions on our sales or key commoditiesdifferent retail settings. Many consumers also continue to prioritize sustainability in their purchase decisions, valuing sustainably sourced ingredients, low carbon footprint preparation and potential changes in U.S. trade programs, trade relations, regulations, taxes or fiscal policies might negatively affect our sales or profitability. To help mitigate adverse effects of ongoing volatility across markets, we aimlower waste packaging. We seek to protect profitability through the management of costs (including hedging) and pricing as well as targeted investments in our brands and new routescontinue to market.

Coronavirus – We have been monitoring the outbreak of a new coronavirusoffer snacks that originated in China. We believe it could have a negative impact on our results in the short term and we are taking steps to protect our employees, consumers and business.

Competition – We operate in highly competitive markets that include global, regional and local competitors. Our advantaged geographic footprint, operating scale and portfolio of brands have all significantly contributed to building our market-leading positions across most of the product categories in which we sell. To grow and maintain our market positions, we focus on meetingmeet consumer needs and preferences through a local-first commercial focus, new digital and other sales and marketing initiatives, product innovation and high standards of product quality. Wealign with our strategic priorities.

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

Pricing – Our net revenue growth and profitability may be affected as we adjust prices to address new conditions.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 demand, the competitive environmentmarket factors, transportation, logistics and changes in our product input costs. We generallycosts, and we have increased prices in response to higher commoditycontrol costs currency and other market factors. In 2020, we anticipate changing market conditions to continue to impact pricing. Price changes may affect net revenues or market share in the near term as the market adjusts to changes in input costs and other market conditions.given recent significant cost inflation.

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Operating Costs – Our operating costs include raw materials, labor, selling, general and administrative expenses, taxes, currency impacts and financing costs. We manage these costs through cost saving and productivity initiatives, sourcing and hedging programs, pricing actions, refinancing and tax planning. To remain competitive on our operating structure, we continue to work on programs to expand our profitability, such as our Simplify to Grow Program, which is designed to bring about significant reductions in our operating cost structure in both our supply chain and overhead costs. We experienced significantly higher operating costs, including higher overall raw material, transportation, labor and fuel costs that have continued to rise.

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Multiemployer pension plan – In 2018, we executed a complete withdrawal from the Fund and recorded a $429 million estimated withdrawal liability. On July 11, 2019, we received an undiscounted withdrawal liability assessment from the Fund totaling $526 million and we recorded a $35 million final adjustment to reduce our withdrawal liability at that time. During the third quarterTable of 2019, we began making monthly pro-rata payments on the 20-year obligation. As of December 31, 2019, the remaining discounted withdrawal liability was $391 million.Contents

Taxes – During the third quarter of 2019, Swiss Federal and Zurich Cantonal tax events drove our recognition of a $767 million Swiss tax reform net benefit to our results of operations. The future tax rate impacts of the Swiss tax reform law changes became effective on January 1, 2020 and are not expected to have a material impact on our overall results of operations. We will continue to monitor Swiss tax reform for any additional interpretative guidance that could result in changes to the amounts we have recorded. In the United States, while the 2017 U.S. tax reform reduced the U.S. corporate tax rate and included some beneficial provisions, other provisions have, and in the future will have, an adverse effect on our results. We continue to evaluate the impacts as additional guidance on implementing the legislation becomes available. While additional guidance has been issued by the IRS and the U.S. Treasury Department, there are still some areas that may not be clarified for some time. Also, a number of U.S. states have not updated their laws to take into account the new federal legislation. As a result, there may be additional impacts of the new laws on our future results of operations and financial condition. It is possible that U.S. tax reform or related interpretations could change and have an adverse effect on us that could be material.

Currency – As a global company with 74.4% of our net revenues generated outside the United States, we are continually exposed to changes in global economic conditions and currency movements. While we hedge significant forecasted currency exchange transactions as well as currency translation impacts from certain net assets of our non-U.S. operations, including the United Kingdom, we cannot fully predict or eliminate all adverse impacts arising from changes in currency exchange rates on our consolidated financial results. To partially offset currency translation impacts arising from our overseas operations, we enter into net investment hedges primarily in the form of local currency-denominated debt, cross-currency swaps and other financial instruments. While we work to mitigate our exposure to currency risks, factors such as continued global and local market volatility, actions by foreign governments, political uncertainty, limited hedging opportunities and other factors could lead to unfavorable currency impacts in the future and could adversely affect our results of operations or financial position. See additional discussion of Brexit and Argentina below and refer also to Note 1, Summary of Significant Accounting PoliciesCurrency Translation and Highly Inflationary Accounting, and Note 10, Financial Instruments, for additional information on how we manage currency and related risks. As currency movements can make comparison of year-over-year operating performance challenging, we isolate the impact of currency and also report growth on a constant currency basis, holding prior-year currency exchange rates constant, so that prior-year and current-year results can be compared on a consistent basis.

Brexit – On January 31, 2020, the United Kingdom began the withdrawal process from the European Union under the European and U.K. Parliament approved Withdrawal Agreement. During a transition period currently scheduled to end on December 31, 2020, the United Kingdom will effectively remain in the E.U.’s customs union and single market while a trade deal with the European Union is negotiated. The deadline for extending the transition period ends on June 30, 2020. If the transition period is not extended, on December 31, 2020, the United Kingdom will either exit the European Union without a trade deal or will begin a new trade relationship with the European Union.

During the transition period, we continue to take protective measures in response to the potential impacts on our results of operations and financial condition. Our exposure to disruptions to our supply chain, the imposition of tariffs and currency devaluation in the United Kingdom could result in a material impact to our consolidated revenue, earnings and cash flow. In 2019, we generated 8.6% of our net revenues in the United Kingdom and our supply chain in this market relies on imports of raw and packaging materials as well as finished goods. Following the Brexit vote in June 2016, there was significant volatility in the global stock markets and currency exchange rates. The value of the British pound sterling relative to the U.S. dollar declined significantly and negatively affected our translated results reported in U.S. dollars. The volatility in foreign currencies and other markets is expected to continue as the United Kingdom executes its exit from the European Union. If the U.K.'s membership in the European Union terminates without trade and other cross-border operating agreements, there could be increased costs from re-imposition of tariffs on trade between the United Kingdom and other countries, including those in the European Union, shipping delays because of the need for customs inspections and procedures and shortages of certain goods. The United Kingdom will also need to negotiate its own tax and trade treaties with countries all over the world, which could take years to complete. If the ultimate terms of the U.K.’s separation from the European Union negatively impact the U.K. economy or result in disruptions to sales or our supply chain, the impact to our results of operations and financial condition could be material. We have taken measures to increase our resources in customer service & logistics together with increasing our inventory levels of imported raw materials, packaging and finished goods in the United Kingdom to help us manage through the Brexit transition and the inherent risks. Resulting impacts and market volatility can vary significantly depending on the final terms of the U.K.’s exit from the European Union.

Argentina – as further discussed in Note 1, Summary of Significant Accounting Policies– Currency Translation and Highly Inflationary Accounting, onJuly 1, 2018, we began to apply highly inflationary accounting for our Argentinean subsidiaries. As a result, we recorded a remeasurement gain of $4 million in 2019 and a remeasurement loss of $11 million in 2018 within selling, general and administrative expenses related to the revaluation of the Argentinean peso denominated net monetary position over these periods. The mix of monetary assets and liabilities and the exchange rate to convert Argentinean pesos to U.S. dollars could change over time, so it is difficult to predict the overall impact of the Argentina highly inflationary accounting on future net earnings.

Financing Costs – We regularly evaluate our variable and fixed-rate debt. We continue to use low-cost, short- and long-term debt to finance our ongoing working capital, capital expenditures and other investments, dividends and share repurchases. Our weighted-average interest rate on our total debt as of December 31, 2019 was 2.2%, down from 2.3% as of December 31, 2018 and up from 2.1% as of December 31, 2017, primarily reflecting changes in our interest rates on commercial paper borrowings over these periods. We continue to use interest rate swaps and other financial instruments to manage our exposure to interest rate and cash flow variability, protect the value of our existing currency assets and liabilities and protect the value of our debt. We also enter into cross-currency interest rate swaps and forwards to hedge our non-U.S. net investments against adverse movements in exchange rates. Our net investment hedge derivative contracts have had and are expected to have a favorable impact and reduce some of the financing costs and related currency impacts within our interest costs. Refer to Note 9, Debt and Borrowing Arrangements, and Note 10, Financial Instruments, for additional information on our debt and derivative activity.

Cybersecurity Risks In 2017, the malware incident impacted our operating systems and results. 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. We also focus on 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 updated threats. While we have taken a number of security measures to protect our systems and data, security measures cannot provide absolute certainty or guarantee that we will be successful in preventing or responding to every breach or disruption on a timely basis.


Discussion and Analysis of Historical Results

Items Affecting Comparability of Financial Results

The following table includes significant income or (expense) items that affected the comparability of our results of operations and our effective tax rates. Please refer to the notes to the consolidated financial statements indicated below for more information. Refer also to the Consolidated Results of Operations – Net Earnings and Earnings per Share Attributable to Mondelēz International table for the after-tax per share impacts of these items.
 
   For the Years Ended December 31,
 See Note 2019 2018 2017
   (in millions, except percentages)
Simplify to Grow ProgramNote 8      
Restructuring Charges  $(176) $(316) $(535)
Implementation Charges  (272) (315) (257)
Intangible asset impairment chargesNote 6 (57) (68) (109)
Mark-to-market gains/(losses) from derivatives (1)
Note 10 90
 142
 (96)
Malware incident incremental expenses  
 
 (84)
Acquisition and divestiture-related costsNote 2      
Acquisition integration costs  
 (3) (3)
Acquisition-related costs  (3) (13) 
Divestiture-related costs  (6) 1
 (34)
Net gain on divestitures  44
 
 186
Remeasurement of net monetary position  4
 (11) 
Impact from pension participation changes (1)
Note 11 29
 (429) 
Impact from resolution of tax mattersNote 14 (85) 11
 281
CEO transition remuneration (2)
  (9) (22) (14)
(Loss)/gain related to interest rate swapsNote 9 & 10 (111) 10
 
Loss on debt extinguishmentNote 9 
 (140) (11)
Swiss tax reform net impactsNote 16 767
 
 
U.S. tax reform discrete net tax impactsNote 16 (5) (19) 44
Net (loss)/gain on equity method
   investment transactions (3)
Note 7 (2) 778
 40
Equity method investee acquisition-related
   and other (charges)/benefits (4)
  (61) 54
 (69)
Effective tax rateNote 16 0.1% 27.2% 21.3%
  For the Years Ended December 31,
 See Note202220212020
  (in millions, except percentages)
Simplify to Grow ProgramNote 8
Restructuring Charges$(36)$(154)$(156)
Implementation Charges(87)(167)(207)
Intangible asset impairment chargesNote 6(101)(32)(144)
Mark-to-market (losses)/gains from derivatives (1)
Note 10(318)277 19 
Acquisition and divestiture-related costsNote 2
Acquisition integration costs and
   contingent consideration adjustments (1)
(148)40 (4)
Inventory step-up(25)— — 
Acquisition-related costs(254)(25)(15)
Net gain on acquisition and divestitures— — 
Divestiture-related costs(18)(22)(4)
Costs associated with JDE Peet's transactionNote 7— — (48)
2017 Malware incident net recoveries37 — — 
Incremental costs due to war in Ukraine (2)
Note 1(121)— — 
European Commission legal matterNote 14(318)— — 
Remeasurement of net monetary positionNote 1(40)(13)(9)
Impact from pension participation changes (1)
Note 11(10)(42)(11)
Impact from resolution of tax matters (1)
Note 14— 48 
Loss related to interest rate swapsNote 9 & 10— — (103)
Loss on debt extinguishment and related expensesNote 9(129)(137)(185)
Initial impacts from enacted tax law changesNote 16(17)(100)(36)
(Loss)/gain on equity method
   investment transactions (3)
Note 7(22)740 989 
Equity method investee items (4)
(61)(72)
Effective tax rateNote 1626.8 %27.2 %36.2 %
 
(1)
Includes impacts recorded in operating income and interest expense and other, net.
(2)
Please see the Non-GAAP Financial Measures Includes impacts recorded in operating income, benefit plan non-service income and interest expense and other, net. Mark-to-market gains/(losses) above also include our equity method investment-related derivative contract mark-to-market gains/(losses) (refer to Note 10, Financial Instruments) that are recorded in the gain on equity method investment transactions on our consolidated statement of earnings.
(2)Incremental costs due to the war in Ukraine include direct charges such as asset impairments due to damaged facilities and inventory, higher expected allowances for uncollectible accounts receivable and committed compensation. Please see the Non-GAAP Financial Measuressection at the end of this item and Note 1, Summary of Significant Accounting Policies – War in Ukraine, for additional information.
(3)Gain/(loss) on equity method investment transactions is recorded outside pre-tax operating results on the consolidated statement of earnings. See footnote (1) as mark-to-market gains/(losses) on our equity method-investment-related derivative contracts are presented in the table above within mark-to-market gains/(losses) from derivatives.
(4)Includes our proportionate share of significant operating and non-operating items recorded by our JDE Peet's and KDP equity method investees, including acquisition and divestiture-related costs and restructuring program costs.
35

(3)The net gain/(loss) on equity method investment transactions is recorded outside pre-tax operating results on the consolidated statement of earnings.
(4)Amount for 2018 primarily relates to a deferred tax benefit Keurig recorded as a result of U.S. tax reform.


Consolidated Results of Operations

The following discussion compares our consolidated results of operations for 20192022 with 20182021 and 20182021 with 2017.

2020.
2019
2022 compared with 20182021
 For the Years Ended
December 31,
  
 20222021$ change% change
 (in millions, except per share data) 
Net revenues$31,496 $28,720 $2,776 9.7 %
Operating income3,534 4,653 (1,119)(24.0)%
Earnings from continuing operations2,726 4,314 (1,588)(36.8)%
Net earnings attributable to
   Mondelēz International
2,717 4,300 (1,583)(36.8)%
Diluted earnings per share attributable to
   Mondelēz International
1.96 3.04 (1.08)(35.5)%
 For the Years Ended
December 31,
    
 2019 2018 $ change % change
 (in millions, except per share data)  
Net revenues$25,868
 $25,938
 $(70) (0.3)%
Operating income3,843
 3,312
 531
 16.0 %
Earnings from continuing operations3,885
 3,395
 490
 14.4 %
Net earnings attributable to
   Mondelēz International
3,870
 3,381
 489
 14.5 %
Diluted earnings per share attributable to
   Mondelēz International
2.65
 2.28
 0.37
 16.2 %

Net Revenues – Net revenues decreased $70increased $2,776 million (0.3%(9.7%) to $25,868$31,496 million in 2019,2022, and Organic Net Revenue (1)increased $1,067$3,521 million (4.1%(12.3%) to $26,879$32,163 million. Developed markets net revenues increased 3.9% and developed markets Organic Net Revenue increased 7.0%. Emerging markets net revenues increased 0.2%, including an unfavorable currency impact,20.3% and emerging markets Organic Net Revenue increased 7.7%22.0%. The underlying changes in net revenues and Organic Net Revenue are detailed below:

20192022
Change in net revenues (by percentage point)
Total change in net revenues(0.39.7)%
Add backRemoving the following items affecting comparability:
Unfavorable currency4.56.6 pp
Impact of acquisitions(4.2)pp
Impact of divestiture0.30.2 pp
Impact of acquisitions(0.4)pp
Total change in Organic Net Revenue (1)
4.112.3%
Favorable volume/mix2.7 pp
Higher net pricing2.29.6 pp
Favorable volume/mix1.9 pp
 
(1)
(1)Please see the Non-GAAP Financial Measures section at the end of this item.

Non-GAAP Financial Measures section at the end of this item.

Net revenue decreaseincrease of 0.3%9.7% was driven by unfavorable currency and the impact of a divestiture, partially offset by our underlying Organic Net Revenue growth of 4.1%12.3% and the impact of acquisitions.acquisitions, partially offset by unfavorable currency translation and the impact of divestitures. Overall, we continued to see increased demand for our snack category products. Organic Net Revenue growth was driven by higher net pricing and favorable volume/mix. Higher net pricing in all regions was due to the benefit of carryover pricing from 2021 as well as the effects of input cost-driven pricing actions taken during 2022. Favorable volume/mix was driven by AMEA, Latin America and North America, primarily due to strong volume gains across our snack category products, while volume/mix was essentially flat in Europe. The November 1, 2022 acquisition of Ricolino added incremental net revenues of $98 million (constant currency basis), the August 1, 2022 acquisition of Clif Bar added incremental net revenues of $361 million, the January 3, 2022 acquisition of Chipita added incremental net revenues of $720 million (constant currency basis), the April 1, 2021 acquisition of Gourmet Food added incremental net revenues of $15 million (constant currency basis) and the March 25, 2021 acquisition of Grenade added incremental net revenues of $22 million (constant currency basis). Unfavorable currency impacts decreased net revenues by $1,154$1,905 million, primarily due primarily to the strength of the U.S. dollar relative to most currencies, including the Argentinean peso, euro, Brazilian real, British pound sterling, Argentinean peso, Turkish lira, Australian dollar, Indian rupee, Polish zloty, Chinese yuan Indian rupee, Turkish lira and South African rand.Swedish krona, partially offset by the strength of a few currencies relative to the U.S. dollar, primarily the Russian ruble, Brazilian real and Mexican peso. The impact of the divestiture of most of our cheese business in the Middle East and Africa on May 28, 2019divestitures resulted in a year-over-year declinereduction in net revenues of $71$56 million. Our underlying Organic Net Revenue growth was driven by higher net pricing and favorable volume/mix. Net pricing was up, which includes the benefit of carryover pricing from 2018 as well as the effects of input cost-driven pricing actions taken during 2019. Higher net pricing was reflected in Latin America, North America and AMEA as net pricing in Europe was flat. Favorable volume/mix was reflected in Europe and AMEA, partially offset by unfavorable volume/mix in Latin America and North America. The July 16, 2019 acquisition of a majority interest in Perfect Snacks added net revenues of $53 million and the June 7, 2018 acquisition of Tate’s Bake Shop added incremental net revenues of $35 million in 2019. Refer to Note 2, DivestituresAcquisitions and AcquisitionsDivestitures, for more information.

36

Operating Income – Operating income increased $531decreased $1,119 million (16.0%(24.0%) to $3,843$3,534 million in 2019,2022, Adjusted Operating Income (1) decreased $38increased $264 million (0.9%(5.5%) to $4,264$5,029 million and Adjusted Operating Income on a constant currency basis (1)increased $189$583 million (4.4%(12.2%) to $4,491$5,348 million due to the following:
  Operating
Income
 Change
  (in millions)  
Operating Income for the Year Ended December 31, 2018 $3,312
  
Simplify to Grow Program (2)
 626
  
Intangible asset impairment charges (3)
 68
  
Mark-to-market gains from derivatives (4)
 (141)  
Acquisition integration costs (5)
 3
  
Acquisition-related costs (6)
 13
  
Divestiture-related costs (6)
 (1)  
Operating income from divestitures (6)
 (19)  
Remeasurement of net monetary position (7)
 11
  
Impact from pension participation changes (8)
 423
  
Impact from resolution of tax matters (9)
 (15)  
CEO transition remuneration (1)
 22
  
Adjusted Operating Income (1) for the Year Ended December 31, 2018
 $4,302
  
Higher net pricing 576
  
Higher input costs (340)  
Favorable volume/mix 140
  
Higher selling, general and administrative expenses (173)  
VAT-related settlements (32)  
Impact from acquisitions (6)
 6
  
Other 12
  
Total change in Adjusted Operating Income (constant currency) (1)
 189
 4.4 %
Unfavorable currency translation (227)  
Total change in Adjusted Operating Income (1)
 (38) (0.9)%
Adjusted Operating Income (1) for the Year Ended December 31, 2019
 $4,264
  
Simplify to Grow Program (2)
 (442)  
Intangible asset impairment charges (3)
 (57)  
Mark-to-market gains from derivatives (4)
 91
  
Acquisition-related costs (6)
 (3)  
Divestiture-related costs (6)
 (6)  
Operating income from divestiture (6)
 9
  
Net gain on divestiture (6)
 44
  
Remeasurement of net monetary position (7)
 4
  
Impact from pension participation changes (8)
 35
  
Impact from resolution of tax matters (9)
 (85)  
CEO transition remuneration (1)
 (9)  
Swiss tax reform impact (10)
 (2)  
Operating Income for the Year Ended December 31, 2019 $3,843
 16.0 %
(1)
Refer to the Non-GAAP Financial Measures section at the end of this item.
(2)
Refer to Note 8, Restructuring Program, for more information.
(3)
Refer to Note 6, Goodwill and Intangible Assets, for more information on intangible asset impairments.
(4)
Refer to Note 10, Financial Instruments, Note 18, Segment Reporting, and Non-GAAP Financial Measures section at the end of this item for more information on the unrealized gains/losses on commodity and forecasted currency transaction derivatives.
(5)Refer to our Annual Report on Form 10-K for the year ended December 31, 2018 for more information on the acquisition of a biscuit business in Vietnam.

Operating
Income
Change
 (in millions) 
Operating Income for the Year Ended December 31, 2021$4,653 
Simplify to Grow Program (2)
319 
Intangible asset impairment charges (3)
32 
Mark-to-market gains from derivatives (4)
(279)
Acquisition integration costs and contingent consideration adjustments (5)
(40)
Acquisition-related costs (5)
25 
Net gain on acquisition and divestitures (5)
(8)
Divestiture-related costs (5)
22 
Operating income from divestiture (5)
(15)
Remeasurement of net monetary position (6)
13 
Impact from pension participation changes (7)
48 
Impact from resolution of tax matters (8)
(5)
Adjusted Operating Income (1) for the Year Ended December 31, 2021
$4,765 
Higher net pricing2,754 
Higher input costs(1,931)
Favorable volume/mix218 
Higher selling, general and administrative expenses(474)
Lower amortization of intangible assets
Impact from acquisitions (5)
56 
Fixed asset and other impairment charges(48)
Total change in Adjusted Operating Income (constant currency) (1)
583 12.2 %
        Unfavorable currency translation(319)
Total change in Adjusted Operating Income (1)
264 5.5 %
Adjusted Operating Income (1) for the Year Ended December 31, 2022
$5,029 
Simplify to Grow Program (2)
(122)
Intangible asset impairment charges (3)
(101)
Mark-to-market losses from derivatives (4)
(326)
Acquisition integration costs and contingent consideration adjustments (5)
(136)
Inventory step-up (5)
(25)
Acquisition-related costs (5)
(330)
Divestiture-related costs (5)
(18)
Operating income from divestiture (5)
2017 Malware incident net recoveries37 
European Commission legal matter (8)
(318)
Incremental costs due to war in Ukraine (9)
(121)
Remeasurement of net monetary position (6)
(40)
Impact from pension participation changes (7)
Operating Income for the Year Ended December 31, 2022$3,534 (24.0)%
(6)
(1)Refer to the Non-GAAP Financial Measures section at the end of this item.
(2)Refer to Note 8, Restructuring Program, for more information.
(3)Refer to Note 6, Goodwill and Intangible Assets, for more information.
(4)Refer to Note 10, Financial Instruments, Note 18, Segment Reporting, and Non-GAAP Financial Measures at the end of this item for more information on the unrealized gains/losses on commodity and forecasted currency transaction derivatives.
(5)Refer to Note 2, DivestituresAcquisitions and AcquisitionsDivestitures, for more information on the July 16, 2019November 1, 2022 acquisition of Ricolino, August 1, 2022 acquisition of Clif Bar, January 3, 2022 acquisition of Chipita, April 1, 2021 acquisition of Gourmet Food, March 25, 2021 acquisition of a
37

majority interest in Grenade, January 4, 2021 acquisition of the remaining 93% of equity in Hu and April 1, 2020 acquisition of a significant majority interest in Perfect Snacks, the May 28, 2019 divestitureGive & Go.
(6)Refer to Note 1, Summary of mostSignificant Accounting PoliciesCurrency Translation and Highly Inflationary Accounting, for information on our application of our cheese business in the Middle Easthighly inflationary accounting for Argentina and Africa and the June 7, 2018 acquisition of Tate's Bake Shop.Türkiye.
(7)
Refer to Note 1, Summary of Significant Accounting Policies – Currency Translation and Highly Inflationary Accounting, for information on our application of highly inflationary accounting for Argentina.
(8)
Refer to Note 11, Benefit Plans, for more information.
(9)
Refer to Note 14, Commitments and Contingencies – Tax Matters, for more information.
(10) Refer to Note 16, Income Taxes, for more information on Swiss tax reform.information.
(8)Refer to Note 14, Commitments and ContingenciesTax Matters, for more information.
(9)Refer to Note 1, Summary of Significant Accounting Policies War in Ukraine, for more information.

During 2019,2022, we realized higher net pricing and favorable volume/mix, which was partiallylargely offset by increased input costs. Higher net pricing, which included the carryover impact of pricing actions taken in 20182021 as well as the effects of input cost-driven pricing actions taken during 2019,2022, was reflected in all regions. Overall, volume/mix benefited from strong volume growth due to continued increased demand for our snack category products. Favorable volume/mix was driven by AMEA and Latin America, which was slightly offset by unfavorable volume/mix in North America and AMEA as net pricing in Europe was flat.Europe. The increase in input costs was driven by higher raw material costs partially offset by loweras well as higher manufacturing costs due to productivity efforts.costs. Higher raw material costs were in part due to higher dairy, packaging, edible oils, energy, grains, sugar, nuts and other ingredients costs as well as unfavorable year-over-year currency exchange transaction costs on imported materials, as well as higher packaging, energy, dairy, grains, cocoa and oils costs, partially offset by lower costs for sugar and nuts. Favorable volume/mix was driven by Europe and AMEA, which was partially offset by unfavorable volume/mix in Latin America and North America.cocoa costs.

Total selling, general and administrative expenses decreased $339increased $1,121 million from 2018,2021, due to a number of factors noted in the table above, including in part, the lapping of the prior-year impact from pension participation changes, favorable currencythe European Commission legal matter, the impact the benefit from current-year pension participation changes, favorable change inof acquisitions, higher acquisition-related costs, higher acquisition integration costs and contingent consideration adjustments, higher remeasurement onloss of net monetary position, higher divestiture-related costs, incremental costs due to the war in Argentina (remeasurement gain in 2019 as compared to a remeasurement loss in 2018),Ukraine and lapping the lapping of a prior-year expensefavorable impact from the resolution of a tax matter, lower CEO transition remuneration and lower acquisition-related costs. These decreaseswhich were partially offset by a favorable currency impact related to expenses, lapping the prior-year unfavorable impact from pension participation changes, incremental expenses fromassociated with the resolution of tax matters in 2019, higher2017 malware incident net recoveries and lower implementation costs incurred for the Simplify to Grow program, the impact of acquisitions, the lapping of a benefit from a prior-year value-added tax (“VAT”) related settlement, a VAT cost settlement in 2019 and higher divestiture-related costs.Program. Excluding these factors, selling, general and administrative expenses increased $173$474 million from 2018.2021. The increase was driven primarily by higher overheads, reflectingin part due to increased investments in route-to-market investmentscapabilities, and higher advertising and consumer promotion costs.

We recorded an expense of $11 million from a VAT-related settlement in Latin America in 2019 and a benefit of $21 million from a VAT-related settlement in Latin America in 2018. Unfavorable currency changes decreased operating income by $227$319 million primarily due primarily to the strength of the U.S. dollar relative to most currencies, including the euro, Argentinean peso, British pound sterling, Brazilian real,Turkish lira, Australian dollar, Indian rupee, Polish zloty, Egyptian pound and Chinese yuan, partially offset by the strength of a few currencies relative to the U.S. dollar, including the Russian ruble and Indian rupee.Brazilian real.

Operating income margin increaseddecreased from 12.8%16.2% in 20182021 to 14.9%11.2% in 2019.2022. The increasedecrease in operating income margin was driven primarily by the lapping of the prior-year impact from pension participation changes, lower Simplify to Grow Program costs, a gain on divestiture, the benefit from current-year pension participation changes, the lapping of a prior-year expense from the resolution of a tax matter and lower CEO transition remuneration, partially offset by the expenses from the resolution of tax matters in 2019 and the year-over-year unfavorable change in mark-to-market gains/(losses) from currency and commodity hedging activities.activities, the impact from the European Commission legal matter, higher acquisition-related costs, higher acquisition integration costs and contingent consideration adjustments, lower Adjusted Operating Income margin, incremental costs due to the war in Ukraine, higher intangible asset impairment charges, higher remeasurement of net monetary position and inventory step-up charges incurred in 2022, partially offset by lower costs for the Simplify to Grow Program, lapping the prior-year unfavorable impact from pension participation changes, lower divestiture-related costs and the impact of 2017 malware incident net recoveries. Adjusted Operating Income margin decreased from 16.7%16.6% in 20182021 to 16.5%16.0% in 2019.2022. The decrease in Adjusted Operating Income margin was driven primarily by higher raw material costs, mostlyunfavorable product mix and the impact of acquisitions, partially offset by higher net pricing and lower manufacturing costs.overhead cost leverage.


38

Net Earnings and Earnings per Share Attributable to Mondelēz International – Net earnings attributable to Mondelēz International of $3,870$2,717 million increaseddecreased by $489$1,583 million (14.5%(36.8%) in 2019.2022. Diluted EPS attributable to Mondelēz International was $2.65$1.96 in 2019, up $0.37 (16.2%2022, down $1.08 (35.5%) from 2018.2021. Adjusted EPS (1) was $2.47$2.95 in 2019,2022, up $0.05 (2.1%$0.10 (3.5%) from 2018.2021. Adjusted EPS on a constant currency basis (1)was $2.62$3.19 in 2019,2022, up $0.20 (8.3%$0.34 (11.9%) from 2018.2021.
 Diluted EPS
  
Diluted EPS Attributable to Mondelēz International for the Year Ended December 31, 2018$2.28
Simplify to Grow Program (2)
0.32
Intangible asset impairment charges (2)
0.03
Mark-to-market gains from derivatives (2)
(0.09)
Acquisition integration costs (2)

Acquisition-related costs (2)
0.01
Divestiture-related costs (2)

Net earnings from divestitures (2)
(0.01)
Remeasurement of net monetary position (2)
0.01
Impact from pension participation changes (2)
0.22
Impact from resolution of tax matters (2)
(0.01)
CEO transition remuneration (2)
0.01
Net gain related to interest rate swaps (3)
(0.01)
Loss on debt extinguishment (4)
0.07
U.S. tax reform discrete net tax expense (5)
0.01
Gain on equity method investment transaction (6)
(0.39)
Equity method investee acquisition-related and other charges/(benefits) (7)
(0.03)
Adjusted EPS (1) for the Year Ended December 31, 2018
$2.42
Increase in operations0.11
Increase in equity method investment net earnings0.02
VAT-related settlements(0.01)
Changes in interest and other expense, net (8)
0.02
Changes in income taxes (9)
0.01
Changes in shares outstanding (10)
0.05
Adjusted EPS (constant currency) (1) for the Year Ended December 31, 2019
$2.62
Unfavorable currency translation(0.15)
Adjusted EPS (1) for the Year Ended December 31, 2019
$2.47
Simplify to Grow Program (2)
(0.24)
Intangible asset impairment charges (2)
(0.03)
Mark-to-market gains from derivatives (2)
0.05
Divestiture-related costs (2)
(0.01)
Net earnings from divestiture (2)
0.01
Net gain on divestiture (2)
0.03
Impact from pension participation changes (2)
0.02
Impact from resolution of tax matters (2)
(0.05)
CEO transition remuneration (2)
(0.01)
Loss related to interest rate swaps (3)
(0.08)
Swiss tax reform net impacts (5)
0.53
U.S. tax reform discrete net tax expense (5)

Net loss on equity method investment transactions (6)
(0.01)
Equity method investee acquisition-related and other (charges)/benefits (7)
(0.03)
Diluted EPS Attributable to Mondelēz International for the Year Ended December 31, 2019$2.65
Diluted EPS
(1)Diluted EPS Attributable to Mondelēz International for the Year Ended December 31, 2021$3.04
ReferSimplify to theGrow Program Non-GAAP Financial Measures(2)
0.17 
Intangible asset impairment charges section appearing later in this section.(2)
0.02 
Mark-to-market gains from derivatives (2)
(0.17)
Acquisition integration costs and contingent consideration adjustments (2)
(0.02)
Acquisition-related costs (2)
0.01 
Divestiture-related costs (2)
0.01 
Net earnings from divestitures (2) (3)
(0.03)
(2)
See the Operating Income table above and the related footnotes for more information.

(3)
Refer to Note 10,Remeasurement of net monetary position Financial Instruments, for information on interest rate swaps no longer designated as cash flow hedges.(2)
0.01 
Impact from pension participation changes (2)
0.02 
(4)
Refer to Note 9, Debt and Borrowing Arrangements, for more information on losses on debt extinguishment.
(5)
Refer to Note 16,Loss on debt extinguishment Income Taxes, for more information on the impacts of U.S. and Swiss tax reform.(4)
0.07 
(6)
Refer to Note 7,Initial impacts from enacted tax law changes Equity Method Investments, (5)
for more information on the gain and net loss0.07 
Gain on equity method investment transactions.transactions (6)
(0.39)
Equity method investee items (7)
0.04 
Adjusted EPS (1) for the Year Ended December 31, 2021
$2.85
Increase in operations0.29 
Decrease in equity method investment net earnings(0.01)
(7)Includes our proportionate share of unusual or infrequent items, such as acquisition and divestiture-related costs, restructuring program costs and discrete U.S. tax reform impacts recorded by our JDE and Keurig equity method investees.
(8)
Impact from acquisitions (2)
Excludes the currency impact on interest expense related to our non-U.S. dollar-denominated debt which is included in currency translation.0.03 
(9)
Changes in interest and other expense, net (8)
(0.03)
ReferChanges in shares outstanding (9)
0.06 
Adjusted EPS (constant currency)(1) for the Year Ended December 31, 2022
$3.19
        Unfavorable currency translation(0.24)
Adjusted EPS (1) for the Year Ended December 31, 2022
$2.95
Simplify to Note 16,Grow Program Income Taxes, for more information on the items affecting income taxes.(2)
(0.07)
Intangible asset impairment charges (2)
(0.05)
Mark-to-market losses from derivatives (2)
(0.19)
Acquisition integration costs and contingent consideration adjustments (2)
(0.05)
Inventory step-up (2)
(0.01)
Acquisition-related costs (2)
(0.19)
Divestiture-related costs (2)
(0.01)
Net earnings from divestitures (2) (3)
0.01 
2017 Malware incident net recoveries0.02 
European Commission legal matter (2)
(0.23)
Incremental costs due to war in Ukraine (2)
(0.09)
Remeasurement of net monetary position (2)
(0.03)
Impact from pension participation changes (2)
(0.01)
Loss on debt extinguishment and related expenses (4)
(0.07)
Initial impacts from enacted tax law changes (5)
(0.01)
Loss on equity method investment transactions (6)
(0.02)
Equity method investee items (7)
0.01 
Diluted EPS Attributable to Mondelēz International for the Year Ended December 31, 2022$1.96
(10) (1)Refer to the Non-GAAP Financial Measures section appearing later in this section.
(2)See the Operating Income table above and the related footnotes for more information. Within earnings per share, taxes related to the JDE Peet's transaction are included in costs associated with the JDE Peet's transaction.
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(3)Divestitures include completed sales of businesses, partial or full sales of equity method investments and exits of major product lines upon completion of a sale or licensing agreement. As we record our share of KDP and JDE Peet’s ongoing earnings on a one-quarter lag basis, we reflected the impact of prior-quarter sales of KDP and JDE Peet’s shares within divested results as if the sales occurred at the beginning of all periods presented.
(4)Refer to Note 9, Debt and Borrowing Arrangements, for more information on the loss on debt extinguishment and related expenses.
(5)Refer to Note 16, Income Taxes, for information on income taxes.
(6)Refer to Note 7, Equity Method Investments, for more information on gains and losses on equity method investment transactions.
(7)Includes our proportionate share of significant operating and non-operating items recorded by our JDE Peet's and KDP equity method investees, such as acquisition and divestiture-related costs and restructuring program costs.
(8)Excludes the currency impact on interest expense related to our non-U.S. dollar-denominated debt which is included in currency translation.
(9)Refer to Note 12, Stock Plans, for more information on our equity compensation programs and share repurchase program and Note 17, Earnings per Share, for earnings per share weighted-average share information.





2018



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2021 compared with 20172020
 For the Years Ended
December 31,
  
 20212020$ change% change
 (in millions, except per share data) 
Net revenues$28,720 $26,581 $2,139 8.0 %
Operating income4,653 3,853 800 20.8 %
Earnings from continuing operations4,314 3,569 745 20.9 %
Net earnings attributable to
   Mondelēz International
4,300 3,555 745 21.0 %
Diluted earnings per share attributable to
   Mondelēz International
3.04 2.47 0.57 23.1 %
 For the Years Ended
December 31,
    
 2018 2017 $ change % change
 (in millions, except per share data)  
Net revenues$25,938
 $25,896
 $42
 0.2 %
Operating income3,312
 3,462
 (150) (4.3)%
Earnings from continuing operations3,395
 2,842
 553
 19.5 %
Net earnings attributable to
   Mondelēz International
3,381
 2,828
 553
 19.6 %
Diluted earnings per share attributable to
   Mondelēz International
2.28
 1.85
 0.43
 23.2 %

Net Revenues – Net revenues increased $42$2,139 million (0.2%(8.0%) to $25,938$28,720 million in 2018,2021, and Organic Net Revenue (1)increased $609$1,367 million (2.4%(5.1%) to $26,103$27,916 million. Developed markets net revenues increased 6.3% and developed markets Organic Net Revenue increased 1.6%. Emerging markets net revenues decreased 0.5%, including an unfavorable currency impact,increased 11.4% and emerging markets Organic Net Revenue increased 5.9%12.0%. The underlying changes in net revenues and Organic Net Revenue are detailed below:
20182021
Change in net revenues (by percentage point)
Total change in net revenues0.28.0%
Add backRemoving the following items affecting comparability:
UnfavorableFavorable currency1.4(1.8)pp
Impact of acquisition(0.2)pp
Impact of divestitures1.0(0.1)pp
Impact of acquisitions(1.0)pp
Total change in Organic Net Revenue (1)
2.45.1%
Higher net pricing1.32.6 pp
Favorable volume/mix1.12.5 pp
 
(1)
(1)Please see the Non-GAAP Financial Measures section at the end of this item.


Net revenue increase of 0.2%8.0% was driven by our underlying Organic Net Revenue growth of 2.4% and5.1%, favorable currency, the impact of acquisitions and the partial year contributions of businesses divested in 2022 and a business divested on November 1, 2021 which had been part of an acquisition, mostlyearlier 2021 acquisition. Overall, we continued to see increased demand for our snack category products, though parts of our business were not yet back to pre-pandemic levels. In developed markets, increased food purchases for in-home consumption continued to drive net revenue growth, partially offset by unfavorabledeclines in some markets as they lapped strong volume growth in 2020 resulting from increased consumer demand due to the pandemic. In emerging markets, we lapped the negative initial impacts we experienced from the pandemic in 2020, with strong revenue growth in 2021 across most of our key markets, though some markets remained challenged. In addition, sales of our gum and candy products grew as out-of-home consumption continued to recover, as did our world travel business as global travel improved, though still below pre-pandemic levels. Favorable currency translation and the impact of divestitures. Our underlying incremental net revenues from acquisitions also added to revenue growth in 2021.

Organic Net Revenue growth was driven by favorable volume/mix and higher net pricing. Favorable volume/mix in Europe, AMEA and Latin America was primarily driven by strong volume gains as we lapped the significant negative impacts of the pandemic in many of our key markets. This was partially offset by unfavorable volume/mix in North America as the region lapped very strong prior-year volume growth from significant food purchases for in-home consumption due to the pandemic. Higher net pricing and favorable volume/mix. Net pricingin all regions was up, which includesdue to the benefit of carryover pricing from 20172020 as well as the effects of input cost-driven pricing actions taken during 2018. Higher net pricing was reflected in Latin America, AMEA and North America, partially offset by lower net pricing in Europe.2021. Favorable volume/mix was reflected in Europe and AMEA, partially offset by unfavorable volume/mix in Latin America and North America. The June 7, 2018 acquisition of a U.S. premium biscuit company, Tate’s Bake Shop, added net revenues of $52 million in 2018. Unfavorable currency impacts decreasedincreased net revenues by $343$472 million, primarily due primarily to the strength of the U.S. dollar relative to several other currencies, including the Argentinean peso, Brazilian real, Russian ruble, Indian rupee and Turkish lira, partially offset by the strength of several currencies relative to the U.S. dollar, including the euro, British pound sterling, Chinese yuan, Australian dollar, Canadian dollar, South African rand and Chinese yuan. Businesses divested in 2019Mexican peso, partially offset by the strength of the U.S. dollar relative to several currencies, including the Argentinean peso, Brazilian real and 2017 resulted in a decline inTurkish lira. The April 1, 2021 acquisition of Gourmet Food added incremental net revenues of $276 million.$47 million (constant currency basis), the March 25, 2021 acquisition of Grenade added
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incremental net revenues of $63 million (constant currency basis), the January 4, 2021 acquisition of Hu added incremental net revenues of $38 million and the April 1, 2020 acquisition of Give & Go added incremental net revenues of $106 million in 2021. The packaged seafood business, which was part of our April 1, 2021 acquisition of Gourmet Food but divested on November 1, 2021, added incremental net revenues of $35 million prior to its divestiture. In addition, businesses divested in 2022 and 2021 added incremental revenues of $46 million in 2021. Refer to Note 2, DivestituresAcquisitions and AcquisitionsDivestitures, for more information.



Operating Income – Operating income decreased $150increased $800 million (4.3%(20.8%) to $3,312$4,653 million in 2018,2021, Adjusted Operating Income (1) increased $214$366 million (5.2%(8.3%) to $4,302$4,765 million and Adjusted Operating Income on a constant currency basis (1)increased $269$246 million (6.6%(5.6%) to $4,357$4,645 million due to the following:
Operating
Income
Change
 (in millions) 
Operating Income for the Year Ended December 31, 2020$3,853 
Simplify to Grow Program (2)
360 
Intangible asset impairment charges (3)
144 
Mark-to-market gains from derivatives (4)
(16)
Acquisition integration costs (5)
Acquisition-related costs (5)
15 
Divestiture-related costs (5)
Operating income from divestiture (5)
(2)
Costs associated with JDE Peet's transaction (6)
48 
Remeasurement of net monetary position (7)
Impact from resolution of tax matters (8)
(20)
Adjusted Operating Income (1) for the Year Ended December 31, 2020
$4,399 
Higher net pricing678 
Higher input costs(475)
Favorable volume/mix99 
Higher selling, general and administrative expenses(134)
Lower amortization of intangible assets80 
Other(2)
Total change in Adjusted Operating Income (constant currency) (1)
246 5.6 %
        Favorable currency translation120 
Total change in Adjusted Operating Income (1)
366 8.3 %
Adjusted Operating Income (1) for the Year Ended December 31, 2021
$4,765 
Simplify to Grow Program (2)
(319)
Intangible asset impairment charges (3)
(32)
Mark-to-market gains from derivatives (4)
279 
Acquisition integration costs (5)
40 
Acquisition-related costs (5)
(25)
Net gain on acquisition and divestitures (5)
Divestiture-related costs (5)
(22)
Operating income from divestiture (5)
15 
Remeasurement of net monetary position (7)
(13)
Impact from pension participation changes (9)
(48)
Impact from resolution of tax matters (8)
Operating Income for the Year Ended December 31, 2021$4,653 20.8 %

(1)Refer to the Non-GAAP Financial Measures section at the end of this item.
(2)Refer to Note 8, Restructuring Program, for more information.
(3)Refer to Note 6, Goodwill and Intangible Assets, for more information.
(4)Refer to Note 10, Financial Instruments, Note 18, Segment Reporting, and Non-GAAP Financial Measures at the end of this item for more information on the unrealized gains/losses on commodity and forecasted currency transaction derivatives.
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  Operating
Income
 Change
  (in millions)  
Operating Income for the Year Ended December 31, 2017 $3,462
  
Simplify to Grow Program (2)
 777
  
Intangible asset impairment charges (3)
 109
  
Mark-to-market losses from derivatives (4)
 96
  
Malware incident incremental expenses 84
  
Acquisition integration costs (5)
 3
  
Divestiture-related costs (6)
 31
  
Operating income from divestitures (6)
 (92)  
Net gain on divestitures (6)
 (186)  
Impact from resolution of tax matters (7)
 (209)  
CEO transition remuneration (1)
 14
  
Other/rounding (1)  
Adjusted Operating Income (1) for the Year Ended December 31, 2017
 $4,088
  
Higher net pricing 322
  
Higher input costs (26)  
Favorable volume/mix 48
  
Higher selling, general and administrative expenses (75)  
VAT-related settlement in 2018 21
  
Property insurance recovery in 2017 (27)  
Impact from acquisition (6)
 7
  
Other (1)  
Total change in Adjusted Operating Income (constant currency) (1)
 269
 6.6 %
Unfavorable currency translation (55)  
Total change in Adjusted Operating Income (1)
 214
 5.2 %
Adjusted Operating Income (1) for the Year Ended December 31, 2018
 $4,302
  
Simplify to Grow Program (2)
 (626)  
Intangible asset impairment charges (3)
 (68)  
Mark-to-market gains from derivatives (4)
 141
  
Acquisition integration costs (5)
 (3)  
Acquisition-related costs (6)
 (13)  
Divestiture-related costs (6)
 1
  
Operating income from divestitures (6)
 19
  
Remeasurement of net monetary position (8)
 (11)  
Impact from pension participation changes (9)
 (423)  
Impact from resolution of tax matters (7)
 15
  
CEO transition remuneration (1)
 (22)  
Operating Income for the Year Ended December 31, 2018 $3,312
 (4.3)%
(5)Refer to Note 2, Acquisitions and Divestitures, for more information on the April 1, 2020 acquisition of a significant majority interest in Give & Go, the July 16, 2019 acquisition of a majority interest in Perfect Snacks and the May 28, 2019 divestiture of most of our cheese business in the Middle East and Africa.
(6)Refer to Note 7, Equity Method Investments, for more information on the JDE Peet's transaction.
(7)Refer to Note 1, Summary of Significant Accounting PoliciesCurrency Translation and Highly Inflationary Accounting, for information on our application of highly inflationary accounting for Argentina.
(8)Refer to Note 14, Commitments and ContingenciesTax Matters, for more information.
(9)Refer to Note 11, Benefit Plans, for more information.

(1)
Refer to the Non-GAAP Financial Measures section at the end of this item.
(2)
Refer to Note 8, Restructuring Program, for more information.
(3)
Refer to Note 6, Goodwill and Intangible Assets, for more information on intangible asset impairments.
(4)
Refer to Note 10, Financial Instruments, Note 18, Segment Reporting, and Non-GAAP Financial Measures section at the end of this item for more information on the unrealized gains/losses on commodity and forecasted currency transaction derivatives.
(5)Refer to our Annual Report on Form 10-K for the year ended December 31, 2018 for more information on the acquisition of a biscuit business in Vietnam.

(6)
Refer to Note 2, Divestitures and Acquisitions, for more information on the June 7, 2018 acquisition of Tate's Bake Shop and 2019 and 2017 divestitures.
(7)
Refer to Note 14, Commitments and Contingencies – Tax Matters, for more information.
(8)
Refer to Note 1, Summary of Significant Accounting Policies – Currency Translation and Highly Inflationary Accounting, for information on our application of highly inflationary accounting for Argentina.
(9)
Refer to Note 11, Benefit Plans, for more information.

During 2018,2021, we realized higher net pricing and favorable volume/mix, which was partiallylargely offset by increased input costs. Higher net pricing, which included the carryover impact of pricing actions taken in 20172020 as well as the effects of input cost-driven pricing actions taken during 2018,2021, was reflected acrossin all regions except Europe.regions. Favorable volume/mix was driven by Europe, AMEA and Latin America, which was partially offset by unfavorable volume/mix in North America. Overall, volume/mix benefited from volume gains as we lapped the significant negative impacts of the pandemic in many of our key markets, while in North America, we lapped high volume growth in 2020 from significant food purchases for in-home consumption due to the pandemic. The increase in input costs was driven by higher raw material costs, mostlypartially offset by lower manufacturing costs due todriven by productivity efforts.and lower year-over-year incremental COVID-19 related costs. Higher raw material costs were primarilyin part due to higher foreign currency exchange transaction costs on imported materials, as well as higherincreased costs for edible oils, packaging, sugar, cocoa, grains, dairy and energy, partially offset primarily by lower cocoa costs. Favorable volume/mix was driven by Europe and AMEA, which was partially offset by unfavorable volume/mix in North America and Latin America.other ingredients.

Total selling, general and administrative expenses increased $537$165 million from 2017,2020, due to a number of factors noted in the table above, including in part, an unfavorable currency impact related to expenses, incremental expenses from acquisitions, the impact from pension participation changes, lapping of prior-yearlower benefits from the resolution of tax matters lapping of a prior-year property insurance recovery,and higher acquisition-related costs, remeasurement of net monetary position in Argentina, the impact of an acquisition and higher CEO transition remuneration. The increaseswhich were partially offset by favorable currency impact, lower implementation costs incurred for the Simplify to Grow Program, lower divestiture-relatedlapping prior-year costs associated with the lapping of prior-year malware incident incremental costs,JDE Peet's transaction and a VAT related settlement in 2018, the impact of divestitures and the net benefit from the resolution of tax matters in 2018.acquisition integration costs and contingent consideration adjustments. Excluding these factors, selling, general and administrative expenses increased $75$134 million from 2017.2020. The increase was driven primarily by the year-over year net unfavorable change in miscellaneous other income and expense items within selling, general and administrative expenses and higher overhead costs, which more than offset lower advertising and consumer promotion costs, partially offset by lower overhead spending including lower year-over-year incremental COVID-19 related costs.

We recorded a benefit of $21 million from a VAT-related settlement in Latin America in 2018. We recorded a benefit of $27 million from an insurance recovery in AMEA in 2017. UnfavorableFavorable currency changes decreasedincreased operating income by $55$120 million, primarily due primarily to the strength of several currencies relative to the U.S. dollar, including the British pound sterling, euro, Chinese yuan. Australian dollar and Canadian dollar, partially offset by the strength of the U.S. dollar relative to several currencies, including the Argentinean peso, Brazilian real Argentinean peso, Russian ruble and Turkish lira, partially offset by the strength of several currencies relative to the U.S. dollar, including the euro and British pound sterling.lira.

Operating income margin decreasedincreased from 13.4%14.5% in 20172020 to 12.8%16.2% in 2018.2021. The decreaseincrease in operating income margin was driven primarily by the impact from pension participation changes, the lapping of prior-year benefits from the resolution of tax matters, the lapping of a prior-year gain on divestiture and higher CEO transition remuneration. These unfavorable items were partially offset by thefavorable year-over-year favorable change in mark-to-market gains/(losses) from currency and commodity hedging activities, lower intangible asset impairment charges, lower Simplify to Grow Programprogram costs, an increase in oura net benefit from acquisition integration costs and contingent consideration adjustments and lapping prior-year costs associated with the JDE Peet's transaction, partially offset by the impact from pension participation changes, higher divestiture-related costs and higher acquisition-related costs. Adjusted Operating Income margin the lapping of prior-year malware incident incremental costs, lower divestiture-related costs and lower intangible asset impairment charges. Adjusted Operating Income margin increased from 16.0% in 2017for 2021 was flat to 16.7% in 2018. The increase in2020 at 16.6%. Adjusted Operating Income margin was driven primarily byunchanged as higher net pricing, lower manufacturing costs due to continued cost reduction effortsproductivity and lower advertisingyear-over-year incremental COVID-19 costs, and consumer promotionlower selling, general and administrative costs partiallywere offset by higher raw material costs, unfavorable product mix and higher advertising and consumer promotion costs.




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Net Earnings and Earnings per Share Attributable to Mondelēz International – Net earnings attributable to Mondelēz International of $3,381$4,300 million increased by $553$745 million (19.6%(21.0%) in 2018.2021. Diluted EPS attributable to Mondelēz International was $2.28$3.04 in 2018,2021, up $0.43 (23.2%$0.57 (23.1%) from 2017.2020. Adjusted EPS (1) was $2.42$2.85 in 2018,2021, up $0.30 (14.2%$0.31 (12.2%) from 2017.2020. Adjusted EPS on a constant currency basis (1)was $2.45$2.76 in 2018,2021, up $0.33 (15.6%$0.22 (8.7%) from 2017.2020.
 Diluted EPS
  
Diluted EPS Attributable to Mondelēz International for the Year Ended December 31, 2017$1.85
Simplify to Grow Program (2)
0.39
Intangible asset impairment charges (2)
0.05
Mark-to-market losses from derivatives (2)
0.06
Malware incident incremental expenses0.04
Acquisition integration costs (2)

Divestiture-related costs (2)
0.02
Net earnings from divestitures (2)
(0.05)
Net gain on divestitures (2)
(0.11)
Impact from resolution of tax matters (2)
(0.13)
CEO transition remuneration (2)
0.01
U.S. tax reform discrete net tax benefit (3)
(0.03)
Gain on equity method investment transaction (4)
(0.02)
Equity method investee acquisition-related and other charges/(benefits) (5)
0.04
Adjusted EPS (1) for the Year Ended December 31, 2017
$2.12
Increase in operations0.13
Increase in equity method investment net earnings0.05
VAT-related settlements in 20180.01
Property insurance recovery in 2017(0.01)
Impact from acquisition (2)

Changes in interest and other expense, net (6)
0.02
Changes in income taxes (7)
0.06
Changes in shares outstanding (8)
0.07
Adjusted EPS (constant currency) (1) for the Year Ended December 31, 2018
$2.45
Unfavorable currency translation(0.03)
Adjusted EPS (1) for the Year Ended December 31, 2018
$2.42
Simplify to Grow Program (2)
(0.32)
Intangible asset impairment charges (2)
(0.03)
Mark-to-market gains from derivatives (2)
0.09
Acquisition integration costs (2)

Acquisition-related costs (2)
(0.01)
Divestiture-related costs (2)

Net earnings from divestitures (2)
0.01
Remeasurement of net monetary position (2)
(0.01)
Impact from pension participation changes (2)
(0.22)
Impact from resolution of tax matters (2)
0.01
CEO transition remuneration (2)
(0.01)
Net gain related to interest rate swaps (9)
0.01
Loss on debt extinguishment (10)
(0.07)
U.S. tax reform discrete net tax expense (3)
(0.01)
Gain on equity method investment transaction (4)
0.39
Equity method investee acquisition-related and other (charges)/benefits (5)
0.03
Diluted EPS Attributable to Mondelēz International for the Year Ended December 31, 2018$2.28

Diluted EPS
(1)Diluted EPS Attributable to Mondelēz International for the Year Ended December 31, 2020$2.47
ReferSimplify to theGrow Program Non-GAAP Financial Measures(2)
0.20 
Intangible asset impairment charges section appearing later in this section.(2)
0.08 
Mark-to-market gains from derivatives (2)
(0.01)
(2)
See theAcquisition-related costs Operating Income table above and the related footnotes for more information.(2)
0.01 
(3)
Refer to Note 16,Net earnings from divestitures Income Taxes, for more information on the impact of the U.S. tax reform.(2) (3)
(0.08)
(4)
Costs associated with JDE Peet's transaction (2)
0.20 
Refer to Note 7,Remeasurement of net monetary position Equity Method Investments,(2)
0.01 
Impact from pension participation changes for more information on the KDP transaction in 2018 and the 2017 sale(2)
0.01 
Impact from resolution of an interest in one of our equity method investments.tax matters (2)
(0.02)
(5)Includes our proportionate share of unusual or infrequent items, such as acquisition and divestiture-related costs, restructuring program costs and discrete U.S. tax reform impacts recorded by our JDE and Keurig equity method investees.
Loss related to interest rate swaps (4)
0.05 
Loss on debt extinguishment (5)
0.10 
(6)Excludes
Initial impacts of enacted tax law changes (6)
0.02 
Gain on equity method investment transaction (7)
(0.55)
Equity method investee items (8)
0.05 
Adjusted EPS (1) for the currency impact on interest expense related to our non-U.S. dollar-denominated debt which is includedYear Ended December 31, 2020
$2.54
Increase in currency translation.operations0.13 
Increase in equity method investment net earnings0.03 
(7)
Refer to Note 16, Income Taxes, for more information on the items affecting income taxes.
(8)
Refer to Note 12, Stock Plans, for more information on our equity compensation programs and share repurchase program and Note 17, Earnings per Share, for earnings per share weighted-average share information.
Changes in interest and other expense, net(9)
0.02 
ReferChanges in income taxes (6)
(0.01)
Changes in shares outstanding (10)
0.05 
Adjusted EPS (constant currency)(1) for the Year Ended December 31, 2021
$2.76
        Favorable currency translation0.09 
Adjusted EPS (1) for the Year Ended December 31, 2021
$2.85
Simplify to Note 10,Grow Program Financial Instruments, for information on interest rate swaps no longer designated as cash flow hedges.(2)
(0.17)
Intangible asset impairment charges (2)
(0.02)
Mark-to-market gains from derivatives (2)
0.17 
Acquisition integration costs and contingent consideration adjustments (2)
0.02 
Acquisition-related costs (2)
(0.01)
Divestiture-related costs (2)
(0.01)
Net earnings from divestitures (2) (3)
0.03 
Remeasurement of net monetary position (2)
(0.01)
Impact from pension participation changes (2)
(0.02)
Loss on debt extinguishment (5)
(0.07)
Initial impacts of enacted tax law changes (6)
(0.07)
Gain on equity method investment transactions (7)
0.39 
Equity method investee items (8)
(0.04)
Diluted EPS Attributable to Mondelēz International for the Year Ended December 31, 2021$3.04
(10)
(1)Refer to the Non-GAAP Financial Measures section appearing later in this section.
(2)See the Operating Income table above and the related footnotes for more information. Within earnings per share, taxes related to the JDE Peet's transaction are included in costs associated with the JDE Peet's transaction.
(3)Divestitures include completed sales of businesses, partial or full sales of equity method investments and exits of major product lines upon completion of a sale or licensing agreement. As we record our share of KDP and JDE Peet’s ongoing earnings on a one-quarter lag basis, we reflected the impact of prior-quarter sales of KDP and JDE Peet’s shares within divested results as if the sales occurred at the beginning of all periods presented.
44

Table of Contents
(4)Refer to Note 10, Financial Instruments, for information on interest rate swaps no longer designated as cash flow hedges.
(5)Refer to Note 9, Debt and Borrowing Arrangements, for more information on losses on debt extinguishment.

(6)Refer to Note 16, Income Taxes, for information on income taxes.

(7)Refer to Note 7, Equity Method Investments, for more information on gains and losses on equity method investment transactions.

(8)Includes our proportionate share of significant operating and non-operating items recorded by our JDE Peet's and KDP equity method investees, such as acquisition and divestiture-related costs and restructuring program costs.
(9)Excludes the currency impact on interest expense related to our non-U.S. dollar-denominated debt which is included in currency translation.
(10)Refer to Note 12, Stock Plans, for more information on our equity compensation programs and share repurchase program and Note 17, Earnings per Share, for earnings per share weighted-average share information.


45

Table of Contents
Results of Operations by Operating Segment

Our operations and management structure are organized into four operating segments:
Latin America
AMEA
Europe
North America

We manage our operations by region to leverage regional operating scale, manage different and changing business environments more effectively and pursue growth opportunities as they arise across our key markets. Our regional management teams have responsibility for the business, product categories and financial results in the regions.

We use segment operating income to evaluate segment performance and allocate resources. We believe it is appropriate to disclose this measure to help investors analyze segment performance and trends. See Note 18, Segment Reporting, for additional information on our segments and Items Affecting Comparability of Financial Results earlier in this section for items affecting our segment operating results.

Our segment net revenues and earnings were:
 
For the Years Ended December 31, For the Years Ended December 31,
2019 2018 2017 202220212020
(in millions) (in millions)
Net revenues:     Net revenues:
Latin America$3,018
 $3,202
 $3,566
Latin America$3,629 $2,797 $2,477 
AMEA5,770
 5,729
 5,739
AMEA6,767 6,465 5,740 
Europe9,972
 10,122
 9,794
Europe11,420 11,156 10,207 
North America7,108
 6,885
 6,797
North America9,680 8,302 8,157 
Net revenues$25,868
 $25,938
 $25,896
Net revenues$31,496 $28,720 $26,581 
 
 For the Years Ended December 31,
 202220212020
 (in millions)
Earnings before income taxes:
Operating income:
Latin America$388 $261 $189 
AMEA929 1,054 821 
Europe1,481 2,092 1,775 
North America1,769 1,371 1,587 
Unrealized gains/(losses) on hedging activities
(mark-to-market impacts)
(326)279 16 
General corporate expenses(245)(253)(326)
Amortization of intangible assets(132)(134)(194)
Net gain on acquisition and divestitures— — 
Acquisition-related costs(330)(25)(15)
Operating income3,534 4,653 3,853 
Benefit plan non-service income117 163 138 
Interest and other expense, net(423)(447)(608)
Earnings before income taxes$3,228 $4,369 $3,383 


46

 For the Years Ended December 31,
 2019 2018 2017
 (in millions)
Earnings before income taxes:     
Operating income:     
Latin America$341
 $410
 $564
AMEA691
 702
 514
Europe1,732
 1,734
 1,610
North America1,451
 849
 1,144
Unrealized gains/(losses) on hedging activities
(mark-to-market impacts)
91
 141
 (96)
General corporate expenses(330) (335) (282)
Amortization of intangibles(174) (176) (178)
Net gains on divestitures44
 
 186
Acquisition-related costs(3) (13) 
Operating income3,843
 3,312
 3,462
Benefit plan non-service income60
 50
 44
Interest and other expense, net(456) (520) (382)
Earnings before income taxes$3,447
 $2,842
 $3,124
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Latin America
 
 For the Years Ended
December 31,
  
 20222021$ change% change
 (in millions) 
Net revenues$3,629 $2,797 $832 29.7 %
Segment operating income388 261 127 48.7 %
 For the Years Ended
December 31,
  
 20212020$ change% change
 (in millions) 
Net revenues$2,797 $2,477 $320 12.9 %
Segment operating income261 189 72 38.1 %
 For the Years Ended
December 31,
    
 2019 2018 $ change % change
 (in millions)  
Net revenues$3,018
 $3,202
 $(184) (5.7)%
Segment operating income341
 410
 (69) (16.8)%
 For the Years Ended
December 31,
    
 2018 2017 $ change % change
 (in millions)  
Net revenues$3,202
 $3,566
 $(364) (10.2)%
Segment operating income410
 564
 (154) (27.3)%


20192022 compared with 2018:2021:

Net revenues decreased $184increased $832 million (5.7%(29.7%), due to unfavorable currency (13.5higher net pricing (23.7 pp), favorable volume/mix (8.2 pp) and unfavorable volume/mix (2.1the impact of acquisitions (3.5 pp), partially offset by higherunfavorable currency (4.4 pp) and the impact of divestitures (1.3 pp). Higher net pricing (9.9 pp).was reflected across all categories, driven primarily by Argentina, Brazil and Mexico. Favorable volume/mix reflected strong volume growth as the region continued to see increased demand for our snack category products. Favorable volume/mix was driven by gains in gum, biscuits & baked snacks, chocolate, candy and cheese & grocery, partially offset by a decline in refreshment beverages. The November 1, 2022 acquisition of Ricolino added incremental net revenues of $98 million (constant currency basis) in 2022. Unfavorable currency impacts were primarily due to the strength of the U.S. dollar relative to several currencies in the region, primarily the Argentinean peso, partially offset by the strength of several currencies relative to the U.S. dollar, primarily the Brazilian real and Mexican peso. The impact of divestitures resulted in a year-over-year decline in net revenues of $21 million.

Segment operating income increased $127 million (48.7%), primarily due to higher net pricing, favorable volume/mix, lower manufacturing costs due to productivity, lower divestiture-related costs and lower costs incurred for the Simplify to Grow Program. These favorable items were partially offset by higher raw material costs, higher other selling, general and administrative expenses, higher advertising and consumer promotion costs, higher remeasurement loss on net monetary position, acquisition integration costs incurred in 2022, the impact of divestitures, inventory step-up charges incurred in 2022 and lapping a prior-year favorable impact from the resolution of a tax matter.

2021 compared with 2020:

Net revenues increased $320 million (12.9%), due to higher net pricing (13.7 pp), favorable volume/mix (6.1 pp) and the impact of divestitures (0.3 pp), partially offset by unfavorable currency (7.2 pp). Higher net pricing was reflected across all categories, driven primarily by Argentina, Brazil and Mexico. Favorable volume/mix reflected strong volume growth as the negative impacts from the pandemic that we experienced in the prior year subsided across the region. Favorable volume/mix was driven by gains in chocolate, biscuits & baked snacks, gum and candy, partially offset by declines in refreshment beverages and cheese & grocery. In addition, businesses divested in 2022 added incremental revenues of $11 million in 2021. Unfavorable currency impacts were primarily due to the strength of the U.S. dollar relative to most currencies in the region including the Argentinean peso and Brazilian real. Unfavorable volume/mix was due to the impact of pricing-related elasticity, and was driven by declines in refreshment beverages, candy, cheese & grocery and chocolate, partially offset by gains in biscuits and gum. Higher net pricing was reflected across all categories, driven primarily by Argentina, Brazil and Mexico.

Segment operating income decreased $69increased $72 million (16.8%(38.1%), primarily due to higher raw material costs, unfavorable currency, unfavorable volume/mix, the lapping of the 2018 benefit from the resolution of a Brazilian indirect tax matter of $26 million, highernet pricing, lower manufacturing costs (productivity and higher other selling, general and administrative expenses (including lapping the benefit from a VAT-related settlement in 2018 and the expense of a VAT-related settlement in 2019). These unfavorable items were partially offset by higher net pricing,lower incremental COVID-19 related costs), lower costs incurred for the Simplify to Grow Program and favorable change in remeasurement on net monetary position in Argentina (remeasurement gain in 2019 as compared to a remeasurement loss in 2018) and lowervolume/mix. These favorable items were partially offset by higher raw material costs, higher advertising and consumer promotion costs.costs, divestiture-related costs incurred in 2021, unfavorable currency, higher other selling, general and administrative expenses and lower benefits from the resolution of tax matters.

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2018AMEA
 For the Years Ended
December 31,
  
 20222021$ change% change
 (in millions) 
Net revenues$6,767 $6,465 $302 4.7 %
Segment operating income929 1,054 (125)(11.9)%
 For the Years Ended
December 31,
  
 20212020$ change% change
 (in millions) 
Net revenues$6,465 $5,740 $725 12.6 %
Segment operating income1,054 821 233 28.4 %

2022 compared with 2017:2021:

Net revenues decreased $364increased $302 million (10.2%(4.7%), due to unfavorable currency (13.8favorable volume/mix (7.4 pp), higher net pricing (5.1 pp) and unfavorable volume/mix (2.6the impact of an acquisition (0.3 pp), partially offset by higherunfavorable currency (7.6 pp) and the impact of a divestiture (0.5 pp). Favorable volume/mix reflected overall volume gains from increased demand for our snack category products. Favorable volume/mix was driven by gains in biscuits & baked snacks, chocolate, refreshment beverages and candy, partially offset by declines in gum and cheese & grocery. Higher net pricing (6.2 pp).was reflected across all categories. The April 1, 2021 acquisition of Gourmet Food added incremental net revenues of $15 million (constant currency basis) in the first quarter of 2022. Unfavorable currency impacts were due primarily to the strength of the U.S. dollar relative to most currencies in the region, including the ArgentineanAustralian dollar, Indian rupee, Chinese yuan, Philippine peso, Brazilian realEgyptian pound, South African Rand, and Mexican peso. Unfavorable volume/mix was due primarily to the impact of pricing-related elasticity, as well as in part due to the negativeJapanese yen. The impact of the Brazil trucking strike that occurredNovember 1, 2021 divestiture of the packaged seafood business, which was part of our April 1, 2021 acquisition of Gourmet Food, resulted in the second quarter. Unfavorable volume/mix was driven by declinesa year-over-year reduction in all categories except biscuits. Higher net pricing was reflected across all categories, driven primarily by Argentina, Mexico and Brazil.revenues of $35 million.

Segment operating income decreased $154$125 million (27.3%(11.9%), primarily due to lapping last year's benefit from the resolution of a Brazilian indirect tax matter of $153 million, higher raw material costs, intangible asset impairment charges incurred in 2022, unfavorable currency, higher advertising and consumer promotion costs, higher other selling, general and administrative expenses, (nethigher costs incurred for the Simplify to Grow Program, higher fixed asset impairment charges and the impact of the benefit from a VAT-related settlement in 2018), unfavorable volume/mix and a loss from the remeasurement of the net monetary position in Argentina.divestiture. These unfavorable items were partially offset by higher net pricing, favorable volume/mix and lower manufacturing costs driven by productivity.

2021 compared with 2020:

Net revenues increased $725 million (12.6%), due to favorable volume/mix (5.3 pp), favorable currency (3.8 pp), higher net pricing (2.0 pp), the 2018 benefitimpact of an acquisition (0.9 pp) and the partial year contribution of a business divested on November 1, 2021 which had been part of an earlier 2021 acquisition (0.6 pp). Favorable volume/mix reflected net overall volume gains as the negative impacts from the resolutionpandemic that we experienced in the prior year subsided across most of a Brazilian tax matterthe region, though some markets were still challenged. Favorable volume/mix was driven by gains in chocolate, biscuits & baked snacks, gum and candy, partially offset by declines in cheese & grocery and refreshment beverages. Favorable currency impacts were due to the strength of $26most currencies relative to the U.S. dollar, including the Chinese yuan, Australian dollar, South African rand and New Zealand dollar. Higher net pricing was reflected across all categories except cheese & grocery. The April 1, 2021 acquisition of Gourmet Food added incremental net revenues of $47 million (constant currency basis) in 2021. The packaged seafood business, which was part of our April 1, 2021 acquisition of Gourmet Food but divested on November 1, 2021, added incremental net revenues of $35 million prior to its divestiture.

Segment operating income increased $233 million (28.4%), primarily due to lower advertisingmanufacturing costs (productivity and consumer promotion costs,lower incremental COVID-19 related costs), higher net pricing, favorable volume/mix, lower costs incurred for the Simplify to Grow Program, and the lapping of the 2017 intangible asset impairment charges.



AMEA
 For the Years Ended
December 31,
    
 2019 2018 $ change % change
 (in millions)  
Net revenues$5,770
 $5,729
 $41
 0.7 %
Segment operating income691
 702
 (11) (1.6)%
 For the Years Ended
December 31,
    
 2018 2017 $ change % change
 (in millions)  
Net revenues$5,729
 $5,739
 $(10) (0.2)%
Segment operating income702
 514
 188
 36.6 %

2019 compared with 2018:

Net revenues increased $41 million (0.7%), due to favorable volume/mix (3.6 pp) and higher net pricing (1.7 pp), mostly offset by unfavorable currency, (3.3 pp) and the impact of a divestiture (1.3 pp). Favorable volume/mix was driven by gains across all categories except refreshment beverages and candy. Higher net pricing was reflected across all categories. Unfavorable currency impacts were due to the strength of the U.S. dollar relative to several currencies in the region, including the Australian dollar, Chinese yuan, Indian rupee and South African rand. The divestiture of most of our cheese business in the Middle East and Africa on May 28, 2019, resulted in a year-over-year decline in net revenues of $71 million.

Segment operating income decreased $11 million (1.6%), primarily due to higher raw material costs, expenses from the resolution of tax matters in India totaling $87 million, higher advertising and consumer promotion costs, unfavorable currency, higher other selling, general and administrative expenses, the impact of the divestiture and higher intangible asset impairment charges. These unfavorable items were partially offset by lower manufacturing costs, higher net pricing, lower costs incurred for the Simplify to Grow Program and favorable volume/mix.

2018 compared with 2017:

Net revenues decreased $10 million (0.2%), due to the impact of divestitures (2.6 pp) and unfavorable currency (1.3 pp), partially offset by favorable volume/mix (2.2 pp) and higher net pricing (1.5 pp). The impact of divestitures related to most of our cheese business in the Middle East and Africa on May 28, 2019, the grocery & cheese business in Australia and New Zealand that was divested on July 4, 2017 and the confectionery business in Japan that was divested on December 28, 2017, and resulted in a year-over-year decline in net revenues of $139 million for 2018. Unfavorable currency impacts were due primarily to the strength of the U.S. dollar relative to several currencies in the region, including the Indian rupee, Australian dollar and Philippine peso, partially offset by the strength of several currencies in the region relative to the U.S. dollar, including the Chinese yuan and Japanese yen. Favorable volume/mix was driven by gains in chocolate and biscuits, including the shift of volume into the first quarter of 2018 due to the timing of Chinese New Year, partially offset by declines in refreshment beverages, cheese & grocery, gum and candy. Higher net pricing was reflected across all categories except gum and candy.

Segment operating income increased $188 million (36.6%), primarily due to higher net pricing, lower costs incurred for the Simplify to Grow Program, lower manufacturing costs, loweran acquisition, lapping prior-year intangible asset impairment charges lower advertising and consumer promotion costs and favorable volume/mix.the partial year contribution of a business divested which had been part of an earlier 2021 acquisition. These favorable items were partially offset by higher raw material costs, the impact of divestitures, unfavorable currencyhigher advertising and consumer promotion costs and higher other selling, general and administrative expenses (netexpenses.
48

Table of prior-year property insurance recovery).Contents

Europe
 
 For the Years Ended
December 31,
  
 20222021$ change% change
 (in millions) 
Net revenues$11,420 $11,156 $264 2.4 %
Segment operating income1,481 2,092 (611)(29.2)%
 For the Years Ended
December 31,
  
 20212020$ change% change
 (in millions) 
Net revenues$11,156 $10,207 $949 9.3 %
Segment operating income2,092 1,775 317 17.9 %
 For the Years Ended
December 31,
    
 2019 2018 $ change % change
 (in millions)  
Net revenues$9,972
 $10,122
 $(150) (1.5)%
Segment operating income1,732
 1,734
 (2) (0.1)%
 For the Years Ended
December 31,
    
 2018 2017 $ change % change
 (in millions)  
Net revenues$10,122
 $9,794
 $328
 3.3 %
Segment operating income1,734
 1,610
 124
 7.7 %


20192022 compared with 2018:

2021:

Net revenues decreased $150increased $264 million (1.5%(2.4%), due to unfavorable currency (5.2higher net pricing (7.4 pp), the impact of acquisitions (6.3 pp), and flat volume/mix, partially offset by favorable volume/mix (3.7unfavorable currency (11.3 pp), as. Higher net pricing was flat.reflected across all categories. The January 3, 2022 acquisition of Chipita added incremental net revenues of $685 million (constant currency basis) and the March 25, 2021 acquisition of Grenade added incremental net revenues of $22 million (constant currency basis) in 2022. Overall, volume/mix was flat as gains in candy, gum, chocolate and refreshment beverages, were offset by declines in biscuits & baked snacks and cheese & grocery. Unfavorable currency impacts reflected the strength of the U.S. dollar relative to most currencies inacross the region, primarilyincluding the euro, British pound sterling, Turkish lira, Polish zloty, Swedish krona and Swedish krona. Favorable volume/mix was driven by gains across all categories except gum. Net pricing was flat as higher net pricing in gum and candy was offset by lower net pricing in all other categories.

Segment operating income decreased $2 million (0.1%), primarily due to unfavorable currency, higher raw material costs and higher advertising and consumer promotion costs. These unfavorable items were mostly offset by favorable volume/mix, lower manufacturing costs and lower intangible asset impairment charges.

2018 compared with 2017:

Net revenues increased $328 million (3.3%), due to favorable volume/mix (3.1 pp) and favorable currency (2.3 pp),Romanian leu, partially offset by the impact of divestitures (1.5 pp) and lower net pricing (0.6 pp). Favorable volume/mix was driven by chocolate, biscuits and candy, partially offset by declines in cheese & grocery, gum and refreshment beverages. Favorable currency impacts reflected the strength of severala few currencies relative to the U.S. dollar, primarily the Russian ruble.

Segment operating income decreased $611 million (29.2%), primarily due to higher raw material costs, the impact from the European Commission legal matter, unfavorable currency, incremental costs incurred due to the war in Ukraine, higher acquisition integration costs, higher other selling, general and administrative expenses, higher advertising and consumer promotion costs and fixed asset impairment charges incurred in 2022. These unfavorable items were partially offset by higher net pricing, lapping the prior-year unfavorable impact of pension participation changes and the impact of acquisitions.

2021 compared with 2020:

Net revenues increased $949 million (9.3%), due to favorable currency (3.7 pp), favorable volume/mix (3.6 pp), higher net pricing (1.4 pp) and the impact of an acquisition (0.6 pp). Favorable currency impacts reflected the strength of most currencies in the region relative to the U.S. dollar, including the euro, British pound sterling, Polish zlotyNorwegian krone, Swedish krona and Czech koruna, partially offset by the strength of the U.S. dollar relative to severala few currencies, primarilyincluding the Turkish lira and Russian ruble and Turkish lira. The impact of divestitures, due to the sale of a confectionery business in France and the termination of certain Kraft Heinz Company-owned grocery brand licenses, resulted in a year-over-year decline in net revenues of $137 million for 2018. Lower net pricingruble. Favorable volume/mix was driven by strong volume growth as we experienced increased demand for most of our snack category products and our world travel business continued to recover as global travel improved though still remained below pre-pandemic levels. Favorable volume/mix was driven by gains in chocolate, biscuits & baked snacks, cheese & grocery, and biscuits,refreshment beverages, partially offset by higher net pricingdeclines in cheese & grocery, candygum and gum.

Segment operating income increased $124 million (7.7%), primarily due to favorable volume/mix, lower manufacturing costs, lower costs incurred for the Simplify to Grow Program, favorable currency, lower raw material costs, lower divestiture-related costs and the lapping of prior-year malware incident incremental costs. These favorable items were partially offset by higher advertising and consumer promotion costs, higher other selling, general and administrative expenses, lower net pricing, lapping the prior-year benefit from the settlement of a Cadbury tax matter, higher intangible asset impairment charges and the impact from divestitures.

North America
 For the Years Ended
December 31,
    
 2019 2018 $ change % change
 (in millions)  
Net revenues$7,108
 $6,885
 $223
 3.2 %
Segment operating income1,451
 849
 602
 70.9 %
 For the Years Ended
December 31,
    
 2018 2017 $ change % change
 (in millions)  
Net revenues$6,885
 $6,797
 $88
 1.3 %
Segment operating income849
 1,144
 (295) (25.8)%

2019 compared with 2018:

Net revenues increased $223 million (3.2%), due to higher net pricing (2.3 pp) and the impact of acquisitions (1.3 pp), partially offset by unfavorable currency (0.3 pp) and unfavorable volume/mix (0.1 pp).candy. Higher net pricing was reflected across all categories except chocolate.cheese & grocery. The July 16, 2019March 25, 2021 acquisition of a majority interest in Perfect Snacks added net revenues of $53 million and the June 7, 2018 acquisition of Tate’s Bake ShopGrenade added incremental net revenues of $35$63 million (constant currency basis) in 2019. Unfavorable currency impact was due to the strength of the U.S. dollar relative to the Canadian dollar. Unfavorable volume/mix was driven by declines in gum, chocolate and candy, mostly offset by favorable volume/mix in biscuits.2021.

Segment operating income increased $602$317 million (70.9%(17.9%), primarily due to lapping prior-year pension participation changes,favorable volume/mix, higher net pricing, lower manufacturing costs, lower costs incurred for the Simplify to Grow Program benefit from current-year pension participation changes,costs, lower manufacturing costs (productivity and lower incremental COVID-19 related costs), favorable currency, lapping prior-year intangible asset impairment charges, lower other selling, general and administrative expenses and the impact from the acquisitions of Perfect Snacks and Tate's Bake Shop.an acquisition. These favorable items were partially offset by higher raw material costs, higher other selling, generaladvertising and administrative expensesconsumer promotion costs, the impact from pension participation changes and unfavorable volume/mix.acquisition integration costs incurred in 2021.

49

2018North America
For the Years Ended
December 31,
 20222021$ change% change
 (in millions) 
Net revenues$9,680 $8,302 $1,378 16.6 %
Segment operating income1,769 1,371 398 29.0 %
 For the Years Ended
December 31,
  
 20212020$ change% change
 (in millions) 
Net revenues$8,302 $8,157 $145 1.8 %
Segment operating income1,371 1,587 (216)(13.6)%

2022 compared with 2017:2021:

Net revenues increased $88$1,378 million (1.3%(16.6%), due to higher net pricing (1.1(11.5 pp) and, the impact of an acquisitionacquisitions (4.7 pp) and favorable volume/mix (0.8 pp), partially offset by unfavorable volume/mix (0.5 pp) and unfavorable currency (0.1(0.4 pp). Higher net pricing was reflected across all categories driven by pricing actions taken during 2022. The August 1, 2022 acquisition of Clif Bar added incremental net revenues of $361 million and the January 3, 2022 acquisition of Chipita added incremental net revenues of $35 million in biscuits2022. Favorable volume/mix was driven by gains in candy, chocolate and gum, partially offset by lower net pricing in chocolate and candy. The June 7, 2018 acquisition of a U.S. premium biscuit company, Tate’s Bake Shop, added net revenues of $52 million in 2018. Unfavorable volume/mix, which was net of the benefit from lapping last year's negative impact from the 2017 malware incident, reflected declines in gum and chocolate, partially offset by gainsdecline in biscuits and candy.& baked snacks which primarily reflected the impact of supply chain constraints on volume during the year. Unfavorable currency impact was due to the strength of the U.S. dollar relative to the Canadian dollar.

Segment operating income decreased $295increased $398 million (25.8%(29.0%), primarily due to the impact from pension participation changes, higher manufacturing costs, unfavorable volume/mix, higher raw material costs and higher other selling, general and administrative expenses. These unfavorable items were partially offset by lower advertising and consumer promotion costs, higher net pricing, the lapping of prior-year malware incident incremental costs, lower costs incurred for the Simplify to Grow Program, lapping a prior-year intangible asset impairment charge and the impact of acquisitions. These favorable items were partially offset by higher raw material costs, higher manufacturing costs, higher acquisition integration costs and contingent consideration adjustments (including lapping a prior year benefit from contingent consideration adjustments), higher advertising and consumer promotion costs, fixed asset impairment charges incurred in 2022, inventory step-up charges incurred in 2022, higher other selling, general and administrative expenses, unfavorable volume/mix and unfavorable currency.

2021 compared with 2020:

Net revenues increased $145 million (1.8%), due to the impact of acquisitions (1.8 pp), higher net pricing (1.0 pp) and favorable currency (0.6 pp), partially offset by unfavorable volume/mix (1.6 pp). The April 1, 2020 acquisition of Give & Go added incremental net revenues of $106 million and the January 4, 2021 acquisition of Hu added incremental net revenues of $38 million in 2021. Higher net pricing was driven by biscuits & baked snacks, gum and candy, partially offset by lower net pricing in chocolate. Favorable currency impact was due to the strength of the Canadian dollar relative to the U.S. dollar. Unfavorable volume mix reflected volume declines as the region lapped prior-year strong volume growth driven by significantly increased food purchases for in-home consumption due to the pandemic as well as impacts from labor disruptions and supply chain constraints in the second half of 2021. Unfavorable volume/mix was driven by declines in biscuits & baked snacks, candy, chocolate and gum.

Segment operating income decreased $216 million (13.6%), primarily due to unfavorable volume/mix, higher raw material costs, higher Simplify to Grow Program costs and higher advertising and consumer promotion costs. These unfavorable items were partially offset by higher net pricing, lower other selling, general and administrative expenses (including lower COVID-19 related costs), a net benefit from acquisition integration costs and contingent consideration adjustments, lower intangible asset impairment charges, lower manufacturing costs (lower incremental COVID-19 related costs and the impact from the acquisitionproductivity) and favorable currency.
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Table of Tate's Bake Shop.Contents


Critical Accounting Estimates

We prepare our consolidated financial statements in conformity with U.S. GAAP. The preparation of these financial statements requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the periods presented. Actual results could differ from those estimates and assumptions. Note 1, Summary of Significant Accounting Policies, to the consolidated financial statements includes a summary of the significant accounting policies we used to prepare our consolidated financial statements. We have discussed the selection and disclosure of our critical accounting policies and estimates with our Audit Committee. The following is a review of our most significant assumptions and estimates.

Goodwill and Non-AmortizableIndefinite-Life Intangible Assets:
We test goodwill and non-amortizableindefinite-life intangible assets for impairment on an annual basis on July 1. We assess goodwill impairment risk throughout the year by performing a qualitative review of entity-specific, industry, market and general economic factors affecting our goodwill reporting units. We review our operating segment and reporting unit structure for goodwill testing annually or as significant changes in the organization occur. Annually, we may perform qualitative testing, or depending on factors such as prior-year test results, current year developments, current risk evaluations and other practical considerations, we may elect to do quantitative testing instead. In our quantitative testing, we compare a reporting unit’s estimated fair value with its carrying value. We estimate a reporting unit’s fair value using a discounted cash flow method which incorporates planned growth rates, market-based discount rates and estimates of residual value. This year, for our Europe and North America reporting units, we used a market-based, weighted-average cost of capital of 5.9%6.8% to discount the projected cash flows of those operations. For our Latin America and AMEA reporting units, we used a risk-rated discount rate of 8.9%9.8%. Estimating the fair value of individual reporting units requires us to make assumptions and estimates regarding our future plans and industry and economic conditions and our actual results and conditions may differ over time.based on available information. Given the uncertainty of the global economic environment, those estimates could be significantly different than future performance. If the carrying value of a reporting unit’s net assets exceeds its fair value, we would recognize an impairment charge for the amount by which the carrying value exceeds the reporting unitunit's fair value.

In 2019, 20182022, 2021 and 2017,2020, there were no impairments of goodwill. In connection with our 20192022 annual impairment testing, each of our reporting units had sufficient fair value in excess of carrying value. While all reporting units passed our annual impairment testing, if planned business performance expectations are not met or specific valuation factors outside of our control, such as discount rates, change significantly, then the estimated fair values of a reporting unit or reporting units might decline and lead to a goodwill impairment in the future.

Annually, we assess non-amortizableindefinite-life intangible assets for impairment by performing a qualitative review and assessing events and circumstances that could affect the fair value or carrying value of the indefinite-lived intangiblethese assets. If significant potential impairment risk exists for a specific asset, we quantitatively test it for impairment by comparing its estimated fair value with its carrying value. We determine estimated fair value using plannedutilize estimates of future sales, earnings growth rates, market-basedroyalty rates and discount rates and estimates of royalty rates.in determining a brand’s global fair value. If the carrying value of the asset exceeds its estimated fair value, the asset is impaired and its carrying value is reduced to the estimated fair value.

During our 2019 annual testing of non-amortizable intangible assets,In 2022, we recorded $57$101 million of intangible asset impairment charges in the third quarter of 2019 related to nine brands. The impairments arose due to lower than expected brand earnings growth. We recorded charges related to gum, chocolate, biscuits and candytwo biscuit brands of $39 million in Europe, $15 million in AMEA and $3 million in Latin America.AMEA. The impairment charges were calculated as the excess of the carrying value over the estimated fair value of the intangible assets on a global basis and were recorded within asset impairment and exit costs. We use several accepted valuation methods, including relief of royalty,Relief from Royalty, excess earnings and excess margin, that utilize estimates of future sales, earnings growth rates, royalty rates and discount rates in determining a brand's global fair value. We also identified fourteen brands, including the nine impairedeight brands with $635 million$1.5 billion of aggregate book value as of December 31, 20192022 that each had a fair value in excess of book value of 10% or less. We believe our current plans for each of these brands will allow them to not be impaired,reduce the risk of impairment in future periods, but if the brand earnings expectations are not met or specific valuation factors outside of our control, such as discount rates, change significantly, then a brand or brands could become impaired in the future. In 2018,2021, we recorded a $32 million of intangible asset impairment charge related to one biscuit brand in North America. In 2020, we recorded $144 million of intangible asset impairment charges related to gum, chocolate, biscuits and candy brands, of $45 million in Europe, $14with $83 million in North America, and $9 million in AMEA. In 2017, we recorded charges related to candy and gum brands of $52 million in AMEA, $11$53 million in Europe, $5 million in Latin AmericaAMEA and $2$3 million in NorthLatin America.

Refer to Note 6, Goodwill and Intangible Assets, for additional information.



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Business Combinations:
The assets acquired and liabilities assumed upon the acquisition or consolidation of a business are recorded at fair value, with the residual of the purchase price allocated to goodwill. We engage third-party valuation specialists to assist management in determining the fair values of certain assets acquired and liabilities assumed. In determining fair value, we utilized various forms of the income approach, depending on the asset being valued. Such valuations require management to make significant judgments, estimates and assumptions, especially with respect to intangible assets. Management makes estimates of fair value based upon the best information available at the date of acquisition. These estimates are based upon historical experience and information obtained from the management of the acquired company and are inherently uncertain. Critical estimates in valuing certain of the intangible assets include, but are not limited to: expected future cash flows of the acquired business, discount and royalty rates and economic lives of customer relationships, trade names and fixed assets. Unanticipated events and circumstances may occur, which may affect the accuracy or validity of such assumptions or estimates.

Further, certain of our acquisitions may include earn-out provisions or other forms of contingent consideration. As of the acquisition date, we record contingent consideration, as applicable, at the estimated fair value of expected future payments associated with the earn-out. Any changes to the recorded fair value of contingent consideration will be recognized as expenses or earnings in the period in which they occur. Such contingent consideration liabilities are based on best estimates of future expected payment obligations, which are subject to change due to many factors outside of our control. Changes to the estimate of expected future contingent consideration payments may occur, from time to time, due to various reasons, including changing discount rates as well as actual results differing from estimates and adjustments to the revenue or earnings assumptions used as the basis for the liability based on historical experience.

Trade and marketing programs:Marketing Programs:
We promote our products with trade and sales incentives as well as marketing and advertising programs. These programs include, but are not limited to, new product introduction fees, discounts, coupons, rebates and volume-based incentives as well as cooperative advertising, in-store displays and consumer marketing promotions. Trade and sales incentives are recorded as a reduction to revenues based on amounts estimated due to customers and consumers at the end of a period. We base these estimates principally on historical utilization and redemption rates. For interim reporting purposes, advertising and consumer promotion expenses are charged to operations as a percentage of volume, based on estimated sales volume and estimated program spending. We do not defer costs on our year-end consolidated balance sheetsheets and all marketing and advertising costs are recorded as an expense in the year incurred.

Employee Benefit Plans:
We sponsor various employee benefit plans throughout the world. These include primarily pension plans and postretirement healthcare benefits. For accounting purposes, we estimate the pension and postretirement healthcare benefit obligations utilizing assumptions and estimates for discount rates; expected returns on plan assets; expected compensation increases; employee-related factors such as turnover, retirement age and mortality; and health care cost trends. We review our actuarial assumptions on an annual basis and make modifications to the assumptions based on current rates and trends when appropriate. Our assumptions also reflect our historical experiences and management’s best judgment regarding future expectations. These and other assumptions affect the annual expense and obligations recognized for the underlying plans.

As permitted by U.S. GAAP, we generally amortize the effect of changes in the assumptions over future periods. The cost or benefit of plan changes, such as increasing or decreasing benefits for prior employee service (prior service cost), is deferred and included in expense on a straight-line basis over the average remaining service period of the employees expected to receive benefits.

Since pension and postretirement liabilities are measured on a discounted basis, the discount rate significantly affects our plan obligations and expenses. For plans that have assets held in trust, the expected return on plan assets assumption affects our pension plan expenses. The assumptions for discount rates and expected rates of return and our process for setting these assumptions are described in Note 11, Benefit Plans, to the consolidated financial statements.




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While we do not anticipate further changes in the 20202022 assumptions for our U.S. and non-U.S. pension and postretirement health care plans, as a sensitivity measure, a fifty-basis point change in our discount rates or the expected rate of return on plan assets would have the following effects, increase/(decrease), on our annual benefit plan costs:
 As of December 31, 2022
 U.S. PlansNon-U.S. Plans
Fifty-Basis-PointFifty-Basis-Point
 IncreaseDecreaseIncreaseDecrease
 (in millions)
Effect of change in discount rate on
   pension costs
$(4)$$(12)$18 
Effect of change in expected rate of return on
   plan assets on pension costs
(8)(36)36 
Effect of change in discount rate on
   postretirement health care costs
— (1)— — 
 As of December 31, 2019
 U.S. Plans Non-U.S. Plans
Fifty-Basis-Point Fifty-Basis-Point
 Increase Decrease Increase Decrease
 (in millions)
Effect of change in discount rate on
   pension costs
$(14) $15
 $(30) $62
Effect of change in expected rate of return on
   plan assets on pension costs
(8) 8
 (48) 48
Effect of change in discount rate on
   postretirement health care costs
(3) 3
 
 

In accordance with obligations we have under collective bargaining agreements, we participate in multiemployer pension plans. In 2017, the only individually significant multiemployer plan we contributed to was the Bakery and Confectionery Union and Industry International Pension Fund. Our obligation to contribute to the Fund arose with respect to 8 collective bargaining agreements covering most of our employees represented by the BCTGM. All of those collective bargaining agreements expired in 2016. In 2018, we executed a complete withdrawal from the Fund and recorded a $429 million estimated withdrawal liability. On July 11, 2019, we received an undiscounted withdrawal liability assessment from the Fund totaling $526 million requiring pro-rata monthly payments over 20 years and we recorded a $35 million final adjustment to reduce our withdrawal liability as of June 30, 2019. We

began making monthly payments during the third quarter of 2019. As of December 31, 2019, the remaining discounted withdrawal liability was $391 million.

See additional information on our employee benefit plans in Note 11, Benefit Plans.

Income Taxes:
As a global company, we calculate and provide for income taxes in each tax jurisdiction in which we operate. The provision for income taxes includes the amounts payable or refundable for the current year, the effect of deferred taxes and impacts from uncertain tax positions. Our provision for income taxes is significantly affected by shifts in the geographic mix of our pre-tax earnings across tax jurisdictions, changes in tax laws and regulations, tax planning opportunities available in each tax jurisdiction and the ultimate outcome of various tax audits.

Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement and tax bases of our assets and liabilities and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates that will apply to taxable income in the years in which those differences are expected to be recovered or settled. Valuation allowances are established for deferred tax assets when it is more likely than not that a tax benefit will not be realized.

We believe our tax positions comply with applicable tax laws and that we have properly accounted for uncertain tax positions. We recognize tax benefits in our financial statements from uncertain tax positions only if it is more likely than not that the tax position will be sustained by the taxing authorities based on the technical merits of the position. The amount we recognize is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon resolution. We evaluate uncertain tax positions on an ongoing basis and adjust the amount recognized in light of changing facts and circumstances, such as the progress of a tax audit or expiration of a statute of limitations. We believe the estimates and assumptions used to support our evaluation of uncertain tax positions are reasonable. However, final determination of historical tax liabilities, whether by settlement with tax authorities, judicial or administrative ruling or due to expiration of statutes of limitations, could be materially different from estimates reflected on our consolidated balance sheetsheets and historical income tax provisions. The outcome of these final determinations could have a material effect on our provision for income taxes, net earnings or cash flows in the period in which the determination is made.

As a result of Swiss and U.S. tax reform and the related SEC guidance, we finalized our accounting for the legislation based on guidance issued prior to 2019 year end. See Note 16, Income Taxes, for further discussion of the amounts recorded related to Swiss and U.S. tax reform in our financial statements, as well as additional information on our effective tax rate, current and deferred taxes, valuation allowances and unrecognized tax benefits.

Contingencies:
See Note 14, Commitments and Contingencies, to the consolidated financial statements.

New Accounting Guidance:
See Note 1, Summary of Significant Accounting Policies, to the consolidated financial statements for a discussion of new accounting standards.


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Liquidity and Capital Resources

We believe that cash from operations, our revolving credit facilities, short-term borrowings and our authorized long-term financing will continue to provide sufficient liquidity for our working capital needs, planned capital expenditures and future payments of our U.S.contractual, tax reform transition tax liability, contractual and benefit plan obligations and payments for acquisitions, share repurchases and quarterly dividends. We expect to continue to utilize our commercial paper program and international credit lines andas needed. We continually evaluate long-term debt issuances forto meet our short- and longer-term funding requirements. We also use intercompany loans with our international subsidiaries to improve financial flexibility. Our investments in JDE Peet's and KDP also provide us additional flexibility. Overall, we do not expect any negative effects to our funding sources that would have a material effect on our liquidity.liquidity, and we continue to monitor our operations in Europe and related effects from the war in Ukraine. To date, we have been successful in generating cash and raising financing as needed. However, if a serious economic or credit market crisis ensues or other adverse developments arise, it could have a material adverse effect on our liquidity, results of operations and financial condition.

Our most significant ongoing short-term cash requirements relate primarily to funding operations (including expenditures for raw materials, labor, manufacturing and distribution, trade and promotions, advertising and marketing, tax liabilities, benefit plan obligations and lease expenses) as well as periodic expenditures for acquisitions, shareholder returns (such as dividend payments and share repurchases), property, plant and equipment and any significant one-time non-operating items.

Long-term cash requirements primarily relate to funding long-term debt repayments (refer to Note 9, Debt and Borrowing Arrangements), our U.S. tax reform transition tax liability and deferred taxes (refer to Note 16, Income Taxes), our long-term benefit plan obligations (refer to Note 11, Benefit Plans)and commodity-related purchase commitments and derivative contracts (refer to Note 10, Financial Instruments).

We generally fund short- and long-term cash requirements with cash from operating activities as well as cash proceeds from short- and long-term debt financing (refer to Debt below). We generally do not use equity to fund our ongoing obligations.

For a full discussion related to the financial condition for the fiscal year ended December 31, 2020, including a year-to-year comparison between 2021 and 2020, see Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Cash Flow:
We believe our ability to generate substantial cash from operating activities and readily access capital markets and secure financing at competitive rates are key strengths and give us significant flexibility to meet our short and long-term financial commitments. Our cash flow activity over the last three years is noted below:
202220212020
Net cash provided by operating activities$3,908 $4,141 $3,964 
Net cash (used in)/provided by investing activities$(4,888)$(26)$500 
Net cash used in financing activities$(456)$(4,069)$(2,215)

Net Cash Provided by Operating Activities:
Operating activities provided net cash of $3,965 million in 2019, $3,948 million in 2018 and $2,593 million in 2017. The increasedecrease in net cash provided by operating activities in 2019 relative2022 was primarily due to 2018 was due primarily to higher earnings, increased distributions from equity method investments and lower pension contributions, partially offset by increasedyear-over-year working capital requirements, including higher tax payments. Cash flows from operating activities were higheras the increase in 2018 than 2017 primarily due to higher cash flow from working capital, higher net earnings as well as lower pension contributions.accounts receivable and inventories was offset by increases in other liabilities. This is largely a result of business growth and acquisitions during the year.

Net Cash Used inin/Provided by Investing Activities:
Net cash used in investing activities was $960 million in 2019, $1,224 million in 2018 and $301 million in 2017. The decrease in net cash used in investing activities in 2019 relative to 2018 was primarily due to less cash expended for acquisitions in 2019 than in 2018, lower capital expenditures and the 2019 cash proceeds from the divestiture of primarily our cheese business in the Middle East and Africa, partially offset by lower cash received as a result of the settlement and replacement of several net investment hedge derivative contracts and cash paid to settle our forward-starting interest rate swaps. The increase in net cash used in investing activities was largely driven by higher cash payments for acquisitions, including $1.4 billion cash consideration paid for the Chipita acquisition during January 2022, $2.6 billion cash consideration paid for the Clif Bar acquisition during August 2022 and $1.3 billion cash consideration paid for the Ricolino acquisition in 2018November 2022 relative to 2017 was primarily due$833 million paid in the prior-year to cash received in 2017 fromacquire Gourmet Food, Grenade and Hu (refer to Note 2, Acquisitions and Divestitures), as well as lower proceeds from divestitures, cash expendituressales of equity method investments than in 2018 for an acquisition and higher capital expenditures in 2018,the prior-year period (refer to Note 7, Equity Method Investments), partially offset by cash received as a result ofproceeds from the settlement and replacement of several net investment hedge derivative contracts.

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Capital expenditures were $925$906 million in 2019, $1,0952022, $965 million in 20182021 and $1,014$863 million in 2017.2020. We continue to make capital expenditures primarily to modernize manufacturing facilities and support new product and productivity initiatives. We expect 20202023 capital expenditures to be up to $0.9$1.2 billion, including capital expenditures in connection with our Simplify to Grow Program.Program and for funding our strategic priorities. We expect to continue to fund these expenditures with cash from operations.

Net Cash Used in Financing Activities:
Net cash used in financing activities was $2,787 million in 2019, $2,329 million in 2018 and $3,361 million in 2017. The increase in net cash used in financing activities in 2019 relative to 2018 was primarily due to lower net debt issuances and higher dividends paid in 2019, partially offset by lower share repurchases. The decrease in net cash used in financing activities in 2018 relative to 2017 was primarily due to lower net debt repayments with higher proceeds from borrowings in 2022 as we refinanced debt during the first quarter of 2022 with lower interest rate debt and we lapped higher net long-term debt issuances and lower share repurchases partially offset by higher dividends paid.

Debt:repayments in the prior-year.
From time
Dividends:
We paid dividends of $1,985 million in 2022, $1,826 million in 2021 and $1,678 million in 2020. On July 26, 2022, the Audit Committee, with authorization delegated from our Board of Directors, declared a quarterly cash dividend of $0.385 per share of Class A Common Stock, an increase of 10 percent, which would be $1.54 per common share on an annualized basis. The declaration of dividends is subject to time we refinance long-termthe discretion of our Board of Directors and short-term debt. Referdepends on various factors, including our net earnings, financial condition, cash requirements, future prospects and other factors that our Board of Directors deems relevant to its analysis and decision making.

For U.S. income tax purposes only, the Company has determined that 100% of the distributions paid to its shareholders in 2022 are characterized as a qualified dividend paid from U.S. earnings and profits. See Note 9,13, DebtCapital Stock, to the consolidated financial statements and Borrowing ArrangementsItem 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities – Issuer Purchases of Equity Securities, for detailsinformation on our share repurchase program.

Supply Chain Financing
As part of our recent tender offers, debt issuancescontinued efforts to improve our working capital efficiency, we have worked with our suppliers over the past several years to optimize our terms and maturities. conditions, which include the extension of payment terms. Our current payment terms with a majority of our suppliers are from 30 to 180 days, which we deem to be commercially reasonable. We also facilitate voluntary supply chain financing (“SCF”) programs through several participating financial institutions. Under these programs, our suppliers, at their sole discretion, determine invoices that they want to sell to participating financial institutions. Our suppliers’ voluntary inclusion of invoices in SCF programs has no bearing on our payment terms or amounts due. Our responsibility is limited to making payments based upon the agreed-upon contractual terms. No guarantees are provided by the Company or any of our subsidiaries under the SCF programs and we have no economic interest in the suppliers’ decision to participate in the SCF programs. Amounts due to our suppliers that elected to participate in the SCF program are included in accounts payable in our consolidated balance sheets. We have confirmed with participating financial institutions that as of December 31, 2022, and December 31, 2021, $2.4 billion and $2.5 billion, respectively, of our accounts payable to suppliers that participate in the SCF programs are outstanding.

Guarantees:
As discussed in Note 14, Commitments and Contingencies, we enter into third-party guarantees primarily to cover the long-term obligations of our vendors. As part of these transactions, we guarantee that third parties will make contractual payments or achieve performance measures. At December 31, 2022, we had no material third-party guarantees recorded on our consolidated balance sheets. Guarantees do not have, and we do not expect them to have, a material effect on our liquidity.

Debt:
The nature and amount of our long-term and short-term debt and the proportionate amount of each varies as a result of current and expected business requirements, market conditions and other factors. Due to seasonality, in the first and second quarters of the year, our working capital requirements grow, increasing the need for short-term financing. The second half of the year typically generates higher cash flows. As such, we may issue commercial paper or secure other forms of financing throughout the year to meet short-term working capital or other financing needs.

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Refer to Note 9, Debt and Borrowing Arrangements, for a projection of long-term debt scheduled to mature (including current maturities and finance leases) in future periods. In the next 12 months, we expect to repay approximately $0.3 billion of maturing long-term debt. We fund ongoing debt maturities and other long-term obligations using cash on hand or we may refinance obligations with long-term debt or short-term financing (such as our commercial paper borrowings) depending on financing available, timing considerations, flexibility to raise funding and the cost of financing.

At its July 2022 meeting, the Board of Directors approved a new $2 billion long-term financing authorization that replaced the prior long-term financing authorization of $7 billion. As of December 31, 2022, $1.5 billion of the long-term financing authorization remained available.

Our total debt was $22.9 billion at December 31, 2022 and $19.5 billion at December 31, 2021. Our debt-to-capitalization ratio was 0.46 at December 31, 2022 and 0.41 at December 31, 2021. The weighted-average term of our outstanding long-term debt was 8.2 years at December 31, 2022 and 9.5 years at December 31, 2021. Our average daily commercial borrowings were $1.6 billion in 2022, $0.5 billion in 2021 and $2.3 billion in 2020. We had commercial paper borrowings of $2.2 billion at December 31, 2022 and $0.2 billion at December 31, 2021. We expect to continue to use cash or commercial paper to finance various short-term financing needs. As of December 31, 2022, we continued to be in compliance with our debt covenants.

One of our subsidiaries, Mondelez International Holdings Netherlands B.V. (“MIHN”), has outstanding debt. Refer to Note 9, Debt and Borrowing Arrangements. The operations held by MIHN generated approximately 73.0%72.4% (or $18.9$22.8 billion) of the $25.9$31.5 billion of consolidated net revenue during fiscal year 20192022 and represented approximately 87.2%84.0% (or $23.9$22.6 billion) of the $27.4$26.9 billion of net assets as of December 31, 2019.2022.

On February 7, 2019, our Board of Directors approved a new $5.0 billion long-term financing authority to replace the prior $5.0 billion authority. As of December 31, 2019, we had $1.8 billion of long-term financing authority remaining.


In the next 12 months, we expect approximately $1.5 billion of long-term debt will mature as follows: $427 million in February 2020, $233 million in March 2020, $750 million in May 2020 and $140 million in October 2020. We expect to fund these repayments with a combination of cash from operations, short-term debt, including issuance of commercial paper and long-term debt.

Our total debt was $18.4 billion at December 31, 2019 and $18.4 billion at December 31, 2018. Our debt-to-capitalization ratio was 0.40 at December 31, 2019 and 0.42 at December 31, 2018. At December 31, 2019, the weighted-average term of our outstanding long-term debt was 5.8 years. Our average daily commercial borrowings were $4.1 billion in 2019, $4.5 billion in 2018 and $4.4 billion in 2017. We had $2.6 billion of commercial paper borrowings outstanding at December 31, 2019 and $3.1 billion outstanding as of December 31, 2018. We expect to continue to use commercial paper to finance various short-term financing needs. We continue to comply with our debt covenants. Refer to Note 9, Debt and Borrowing Arrangements, for more information on our debt and debt covenants.

Commodity Trends

We regularly monitor worldwide supply, commodity cost and currency trends so we can cost-effectively secure ingredients, packaging and fuel required for production. During 2019,2022, the primary drivers of the increase in our aggregate commodity costs were higher dairy, packaging, edible oils, energy, grains, sugar, nuts and other ingredient costs as well as unfavorable year-over-year currency exchange transaction costs on imported materials, as well as increased costs for packaging, energy, dairy, grains, cocoa and oils, partially offset by lower costs for sugar and nuts.cocoa costs.

A number of external factors such as the current macroeconomic environment, including global inflation, effects of the war in Ukraine, climate and weather conditions, commodity, transportation and labor market conditions, 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. We address higher commodity costs and currency impacts primarily through hedging, higher pricing and manufacturing and overhead cost control. We use hedging techniques to limit the impact of fluctuations in the cost of our principal raw materials; however, we may not be able to fully hedge against commodity cost changes, such as dairy, where there is a limited ability to hedge, and our hedging strategies may not protect us from increases in specific raw material costs. Due to competitive or market conditions, planned trade or promotional incentives, fluctuations in currency exchange rates or other factors, our pricing actions may also lag commodity cost changes temporarily.

WeAs a result of international supply chain, transportation and labor market disruptions and generally higher
commodity, transportation and labor costs, we expect price volatility and a higher aggregate cost environment to continue in 2020.continue. While the costs of our principal raw materials fluctuate, we believe there will continue to be an adequate supply of the raw materials we use and that they will generally remain available from numerous sources.

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations

We have no significant off-balance sheet arrangements other than the contractual obligations discussed below.

Guarantees:available.
As discussed in Note 14,
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Commitments and Contingencies, we enter into third-party guarantees primarily to cover the long-term obligationsTable of our vendors. As part of these transactions, we guarantee that third parties will make contractual payments or achieve performance measures. At December 31, 2019, we had no material third-party guarantees recorded on our consolidated balance sheet.Contents

Guarantees do not have, and we do not expect them to have, a material effect on our liquidity.


Aggregate Contractual Obligations:
The following table summarizes our contractual obligations at December 31, 2019.
 Payments Due
 Total 2020 2021-22 2023-24 2025 and Thereafter
 (in millions)
Debt (1)
$15,741
 $1,549
 $5,038
 $3,634
 $5,520
Interest expense (2)
3,253
 390
 658
 476
 1,729
Finance leases (3)
134
 38
 57
 24
 15
Operating leases652
 197
 248
 110
 97
Purchase obligations: (4)
         
Inventory and production costs4,613
 3,412
 652
 207
 342
Other1,151
 801
 221
 118
 11
 25,544

6,387

6,874

4,569

7,714
U.S. tax reform transition liability (5)
1,008
 93
 187
 362
 366
Multiemployer pension plan
   withdrawal liability (6)
515
 26
 53
 53
 383
Other long-term liabilities (7)
222
 16
 36
 41
 129
Total$27,289

$6,522

$7,150

$5,025

$8,592
(1)Amounts include the expected cash payments of our long-term debt, including the current portion and excluding finance leases, which are presented separately in the table above. The amounts also exclude $76 million of net unamortized non-cash bond premiums, discounts, bank fees and mark-to-market adjustments related to our interest rate swaps recorded in total debt.
(2)Amounts represent the expected cash payments of our interest expense on our long-term debt. Interest calculated on our non-U.S. dollar denominated debt was forecasted using currency exchange rates as of December 31, 2019.
(3)
Amounts exclude imputed interest on finance leases of $11 million.
(4)Purchase obligations for inventory and production costs (such as raw materials, indirect materials and supplies, packaging, co-manufacturing arrangements, storage and distribution) are commitments for projected needs to be utilized in the normal course of business. Other purchase obligations include commitments for marketing, advertising, capital expenditures, information technology and professional services. Arrangements are considered purchase obligations if a contract specifies all significant terms, including fixed or minimum quantities to be purchased, a pricing structure and approximate timing of the transaction. Most arrangements are cancelable without a significant penalty and with short notice (usually 30 days). Any amounts reflected on the consolidated balance sheet as accounts payable and accrued liabilities are excluded from the table above.
(5)
In connection with U.S. tax reform, we estimate paying a total $1.3 billion transition tax liability through 2026. As of December 31, 2019, the amount outstanding was $1.0 billion. The amounts and timing of our tax payments may change as a result of additional guidance issued. See Note 16, Income Taxes, for additional information on U.S. tax reform and its impact on our financial statements.
(6)
During 2018, we executed a complete withdrawal liability from our most individually significant multiemployer pension plan. On July 11, 2019, we received an undiscounted withdrawal liability assessment from the Fund totaling $526 million requiring pro-rata monthly payments over 20 years through 2039. See Note 11, Benefit Plans, for additional information on our multiemployer pension plan withdrawal liability.
(7)Other long-term liabilities in the table above include the long-term liabilities and any current portion of these obligations. We have included the estimated future benefit payments for our postretirement health care plans through December 31, 2029 of $198 million. We are unable to reliably estimate the timing of the payments beyond 2029; as such, they are excluded from the above table. There are also another $1 million of various other long-term liabilities that are expected to be paid over the next 5 years. In addition, the following long-term liabilities included on the consolidated balance sheet are excluded from the table above: accrued pension costs, unrecognized tax benefits, insurance accruals and other accruals. As of December 31, 2019, our unrecognized tax benefit, including associated interest and penalties, classified as a long-term payable is $507 million. We currently expect to make approximately $246 million in contributions to our pension plans in 2020.


Equity and Dividends

Stock Plans:
See Note 12, Stock Plans, to the consolidated financial statements for more information on our stock plans and grant activity during 2017-2019.

Share Repurchases:
See Note 13, Capital Stock, to the consolidated financial statements for more information on our share repurchase program.

Between 2013 and 2017, our Board of Directors authorized the repurchase of a total of $13.7 billion of our Common Stock through December 31, 2018. On January 31, 2018, our Finance Committee, with authorization delegated from our Board of Directors, approved an increase of $6.0 billion in the share repurchase program, raising the authorization to $19.7 billion of Common Stock repurchases, and extended the program through December 31, 2020. Through December 31, 2019, we repurchased approximately $16.5 billion of shares ($1.5 billion in 2019, $2.0 billion in 2018, $2.2 billion in 2017, $2.6 billion in 2016, $3.6 billion in 2015, $1.9 billion in 2014 and $2.7 billion in 2013), at a weighted-average cost of $39.65 per share. The number of shares that we ultimately repurchase under our share repurchase program may vary depending on numerous factors, including share price and other market conditions, our ongoing capital allocation planning, levels of cash and debt balances, other demands for cash, such as acquisition activity, general economic or business conditions and board and management discretion. Additionally, our share repurchase activity during any particular period may fluctuate. We may accelerate, suspend, delay or discontinue our share repurchase program at any time, without notice.

Dividends:
We paid dividends of $1,542 million in 2019, $1,359 million in 2018 and $1,198 million in 2017. On July 30, 2019, the Finance Committee, with authorization delegated from our Board of Directors, declared a quarterly cash dividend of $0.285 per share of Class A Common Stock, an increase of 10 percent, which would be $1.14 per common share on an annualized basis. On July 25, 2018, the Finance Committee, with authorization delegated from our Board of Directors, declared a quarterly cash dividend of $0.26 per share of Class A Common Stock, an increase of 18 percent, which would be $1.04 per common share on an annualized basis. On August 2, 2017, the Finance Committee, with authorization delegated from our Board of Directors, approved a 16% increase in the quarterly dividend to $0.22 per common share or $0.88 per common share on an annualized basis. The declaration of dividends is subject to the discretion of our Board of Directors and depends on various factors, including our net earnings, financial condition, cash requirements, future prospects and other factors that our Board of Directors deems relevant to its analysis and decision making.

For U.S. income tax purposes only, the Company has determined that 100% of the distributions paid to its shareholders in 2019 are characterized as a qualified dividend paid from U.S. earnings and profits. Shareholders should consult their tax advisors for a full understanding of the tax consequences of the receipt of dividends.


Non-GAAP Financial Measures

We use non-GAAP financial information and believe it is useful to investors as it provides additional information to facilitate comparisons of historical operating results, identify trends in our underlying operating results and provide additional insight and transparency on how we evaluate our business. We use non-GAAP financial measures to budget, make operating and strategic decisions and evaluate our performance. We have detailed the non-GAAP adjustments that we make in our non-GAAP definitions below. The adjustments generally fall within the following categories: acquisition &and divestiture activities, gains and losses on intangible asset sales and non-cash impairments, major program restructuring activities, constant currency and related adjustments, major program financing and hedging activities and other major items affecting comparability of operating results. We believe the non-GAAP measures should always be considered along with the related U.S. GAAP financial measures. We have provided the reconciliations between the GAAP and non-GAAP financial measures below, and we also discuss our underlying GAAP results throughout our Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Form 10-K.

Our primary non-GAAP financial measures are listed below and reflect how we evaluate our current and prior-year operating results. As new events or circumstances arise, these definitions could change. When our definitions change, we provide the updated definitions and present the related non-GAAP historical results on a comparable basis (1).
“Organic Net Revenue” is defined as net revenues excluding the impacts of acquisitions, divestitures (2) and currency rate fluctuations (3). We also evaluate Organic Net Revenue growth from emerging markets and developed markets.
(2) and currency rate fluctuations (3). We also evaluate Organic Net Revenue growth from emerging and developed markets.
Our emerging markets include our Latin America region in its entirety; the AMEA region, excluding Australia, New Zealand and Japan; and the following countries from the Europe region: Russia, Ukraine, Turkey,Türkiye, Kazakhstan, Belarus, Georgia, Poland, Czech Republic, Slovak Republic, Hungary, Bulgaria, Romania, the Baltics and the East Adriatic countries.
Our developed markets include the entire North America region, the Europe region excluding the countries included in the emerging markets definition, and Australia, New Zealand and Japan from the AMEA region.
“Adjusted Operating Income” is defined as operating income excluding the impacts of the Simplify to Grow Program (4); gains or losses (including non-cash impairment charges) on goodwill and intangible assets; divestiture (2) or acquisition gains or losses and related divestiture (2), acquisition and integration costs (2); the operating results of divestitures (2); remeasurement of net monetary position (5); mark-to-market impacts from commodity and forecasted currency transaction derivative contracts (6); impact from resolution of tax matters (7); CEO transition remuneration (8); impact from pension participation changes (9); Swiss tax reform impacts (10); and incremental expenses related to the 2017 malware incident. We also present “Adjusted Operating Income margin,” which is subject to the same adjustments as Adjusted Operating Income. We also evaluate growth in our Adjusted Operating Income on a constant currency basis (3).
“Adjusted EPS” is defined as diluted EPS attributable to Mondelēz International from continuing operations excluding the impacts of the items listed in the Adjusted Operating Income definition as well as losses on debt extinguishment and related expenses; gain on equity method investment transactions; net earnings from divestitures (2); gains or losses on interest rate swaps no longer designated as accounting cash flow hedges due to changed financing and hedging plans and U.S. and Swiss tax reform impacts (10). Similarly, within Adjusted EPS, our equity method investment net earnings exclude our proportionate share of our investees’ unusual or infrequent items (11). We also evaluate growth in our Adjusted EPS on a constant currency basis (3).

(1)When items no longer impact our current or future presentation of non-GAAP operating results, we remove these items from our non-GAAP definitions. During 2019, we added to the non-GAAP definitions the exclusion of the impact from Swiss tax reform as described in footnote (10) below. During 2018, we added to the non-GAAP definitions the exclusion of: remeasurement gains or losses related to remeasuring net monetary assets or liabilities in Argentina (see footnote (5) below) and the impact from pension participation changes (see footnote (9) below).
(2)
Divestitures include completed sales of businesses and exits of major product lines upon completion of a sale or licensing agreement. See Note 2, Divestitures and Acquisitions, for information on divestitures and acquisitions impacting the comparability of our results.
(3)Constant currency operating results are calculated by dividing or multiplying, as appropriate, the current-period local currency operating results by the currency exchange rates used to translate the financial statements in the comparable prior-year period to determine what the current-period U.S. dollar operating results would have been if the currency exchange rate had not changed from the comparable prior-year period.

(4)Non-GAAP adjustments related to the Simplify to Grow Program reflect costs incurred that relate to the objectives of our program to transform our supply chain network and organizational structure. Costs that do not meet the program objectives are not reflected in the non-GAAP adjustments.
(5)
During the third quarter of 2018, as we began to apply highly inflationary accounting for Argentina (refer to Note 1, Summary of Significant Accounting Policies), we excluded the remeasurement gains or losses related to remeasuring net monetary assets or liabilities in Argentina to be consistent with our prior accounting for these remeasurement gains/losses for Venezuela when it was subject to highly inflationary accounting prior to 2016.
(6)During the third quarter of 2016, we began to exclude unrealized gains and losses (mark-to-market impacts) from outstanding commodity and forecasted currency transaction derivatives from our non-GAAP earnings measures until such time that the related exposures impact our operating results. Since we purchase commodity and forecasted currency transaction contracts to mitigate price volatility primarily for inventory requirements in future periods, we made this adjustment to remove the volatility of these future inventory purchases on current operating results to facilitate comparisons of our underlying operating performance across periods. We also discontinued designating commodity and forecasted currency transaction derivatives for hedge accounting treatment. To facilitate comparisons of our underlying operating results, we have recast all historical non-GAAP earnings measures to exclude the mark-to-market impacts.
(7)
See Note 14, Commitments and Contingencies – Tax Matters, for additional information.
(8)On November 20, 2017, Dirk Van de Put succeeded Irene Rosenfeld as CEO of Mondelēz International in advance of her retirement at the end of March 2018. In order to incent Mr. Van de Put to join us, we provided him compensation with a total combined target value of $42.5 million to make him whole for incentive awards he forfeited or grants that were not made to him when he left his former employer. The compensation we granted took the form of cash, deferred stock units, performance share units and stock options. In connection with Irene Rosenfeld’s retirement, we made her outstanding grants of performance share units for the 2016-2018 and 2017-2019 performance cycles eligible for continued vesting and approved a $0.5 million salary for her service as Chairman from January through March 2018. We refer to these elements of Mr. Van de Put’s and Ms. Rosenfeld’s compensation arrangements together as “CEO transition remuneration.” We are excluding amounts we expense as CEO transition remuneration from our non-GAAP results because those amounts are not part of our regular compensation program and are incremental to amounts we would have incurred as ongoing CEO compensation. As a result, in 2017, we excluded amounts expensed for the cash payment to Mr. Van de Put and partial vesting of his equity grants. In 2018, we excluded amounts paid for Ms. Rosenfeld’s service as Chairman and partial vesting of Mr. Van de Put’s and Ms. Rosenfeld’s equity grants. In 2019, we excluded amounts related to the partial vesting of Mr. Van de Put’s equity grants.
(9)
The impact from pension participation changes represents the charges incurred when employee groups are withdrawn from multiemployer pension plans and other changes in employee group pension plan participation. We exclude these charges from our non–GAAP results because those amounts do not reflect our ongoing pension obligations. See Note 11, Benefit Plans, for more information on the multiemployer pension plan withdrawal.
“Adjusted Operating Income” is defined as operating income excluding the impacts of the Simplify to Grow Program (4); gains or losses (including non-cash impairment charges) on goodwill and intangible assets; divestiture (2) or acquisition gains or losses, divestiture-related costs (5), acquisition-related costs (6), and acquisition integration costs and contingent consideration adjustments (7); inventory step-up charges (8); the operating results of divestitures (2); remeasurement of net monetary position (9); mark-to-market impacts from commodity, forecasted currency and equity method investment transaction derivative contracts (10); impact from resolution of tax matters (11); 2017 malware incident net recoveries; incremental costs due to the war in Ukraine (12); impact from the European Commission legal matter (13); impact from pension participation changes (14); and costs associated with the JDE Peet's transaction. We also present “Adjusted Operating Income margin,” which is subject to the same adjustments as Adjusted Operating Income. We also evaluate growth in our Adjusted Operating Income on a constant currency basis (3).
“Adjusted EPS” is defined as diluted EPS attributable to Mondelēz International from continuing operations excluding the impacts of the items listed in the Adjusted Operating Income definition as well as losses on debt extinguishment and related expenses; gains or losses on interest rate swaps no longer designated as accounting cash flow hedges due to changed financing and hedging plans, net earnings from divestitures (2); initial impacts from enacted tax law changes (15); and gains or losses on equity method investment transactions. Similarly, within Adjusted EPS, our equity method investment net earnings exclude our proportionate share of our investees’ significant operating and non-operating items (16). We also evaluate growth in our Adjusted EPS on a constant currency basis (3).

(1)    When items no longer impact our current or future presentation of non-GAAP operating results, we remove these items from our non-GAAP definitions. In the first quarter of 2022, we added to the non-GAAP definitions the exclusion of incremental costs due to the war in Ukraine (refer to footnote (12) below), in the second quarter of 2022, we added to the non-GAAP definitions the exclusion of costs incurred associated with our publicly-announced processes to sell businesses (refer to footnote (5) below) and in the third quarter of 2022, we added to the non-GAAP definitions the exclusion of inventory step-up charges associated with acquisitions (refer to footnote (8) below). In the fourth quarter of 2022, we added to the non-GAAP definitions the exclusion of the impact from the European Commission legal matter (refer to footnote (13) below).
(2)    Divestitures include completed sales of businesses (including the partial or full sale of an equity method investment) and exits of major product lines upon completion of a sale or licensing agreement. As we record our share of KDP and JDE Peet’s ongoing earnings on a one-quarter lag basis, any KDP or JDE Peet’s ownership reductions are reflected as divestitures within our non-GAAP results the following quarter. During the third quarter of 2021, we began to exclude the impact of certain adjustments made
57

to our acquisition contingent consideration liabilities that were recorded at the date of acquisition. We made this adjustment to better facilitate comparisons of our underlying operating performance across periods. See Note 2, Acquisitions and Divestitures, and Note 7, Equity Method Investments, for information on acquisitions and divestitures impacting the comparability of our results.
(3)    Constant currency operating results are calculated by dividing or multiplying, as appropriate, the current-period local currency operating results by the currency exchange rates used to translate the financial statements in the comparable prior-year period to determine what the current-period U.S. dollar operating results would have been if the currency exchange rate had not changed from the comparable prior-year period.
(4)    Non-GAAP adjustments related to the Simplify to Grow Program reflect costs incurred that relate to the objectives of our program to transform our supply chain network and organizational structure. Costs that do not meet the program objectives are not reflected in the non-GAAP adjustments.
(5)    Divestiture-related costs, which includes costs incurred in relation to the preparation and completion of our divestitures as defined in footnote (2), also includes costs incurred associated with our publicly-announced processes to sell businesses. We exclude these items to better facilitate comparisons of our underlying operating performance across periods.
(6)    Acquisition-related costs, which includes transaction costs such as third party advisor, investment banking and legal fees, also includes one-time compensation expense related to the buyout of non-vested ESOP shares and realized gains or losses from hedging activities associated with acquisition funds. We exclude these items to better facilitate comparisons of our underlying operating performance across periods.
(7)    Acquisition integration costs and contingent consideration adjustments include one-time costs related to the integration of acquisitions as well as any adjustments made to the fair market value of contingent compensation liabilities that have been previously booked for earn-outs related to acquisitions that do not relate to employee compensation expense. We exclude these items to better facilitate comparisons of our underlying operating performance across periods.
(8)    In the third quarter of 2022, we began to exclude the one-time inventory step-up charges associated with acquired companies related to the fair market valuation of the acquired inventory. We exclude this item to better facilitate comparisons of our underlying operating performance across periods.
(9)    In connection with our applying highly inflationary accounting (refer to Note 1, Summary of Significant Accounting Policies), for Argentina (beginning in the third quarter of 2018) and Türkiye (beginning in the second quarter of 2022), we exclude the related remeasurement gains or losses related to remeasuring net monetary assets or liabilities denominated in the local currency to the U.S. dollar during the periods presented to be consistent with our prior accounting for these remeasurement gains/losses for Venezuela when it was subject to highly inflationary accounting prior to deconsolidation in 2015.
(10)    We exclude unrealized gains and losses (mark-to-market impacts) from outstanding commodity and forecasted currency and equity method investment transaction derivative from our non-GAAP earnings measures. The mark-to-market impacts of commodity and forecasted currency transaction derivatives are excluded until such time that the related exposures impact our operating results. Since we purchase commodity and forecasted currency transaction contracts to mitigate price volatility primarily for inventory requirements in future periods, we make this adjustment to remove the volatility of these future inventory purchases on current operating results to facilitate comparisons of our underlying operating performance across periods. We exclude equity method investment transaction derivative contract settlements as they represent protection of value for future divestitures.
(11)    See Note 14, Commitments and Contingencies – Tax Matters, for additional information.
(12)    In February 2022, Russia began a military invasion of Ukraine and we stopped our production and closed our facilities in Ukraine. We began to incur incremental costs directly related to the war including asset impairments, such as property and inventory losses, higher expected allowances for uncollectible accounts receivable and committed compensation. We have isolated and exclude these costs and related impacts from our operating results to facilitate evaluation and comparisons of our ongoing results. Incremental costs related to increasing operations in other primarily European facilities are not included with these costs.
(13)    In the fourth quarter of 2022, we began to exclude the impact from the European Commission legal matter. In November 2019, the European Commission informed us that it initiated an investigation into our alleged infringement of European Union competition law through certain practices allegedly restricting cross-border trade within the European Economic Area. On January 28, 2021, the European Commission announced it had taken the next procedural step in its investigation and opened formal proceedings. We have been cooperating with the investigation and are currently engaged in discussions with the European Commission in an effort to reach a negotiated, proportionate resolution to this matter. As of December 31. 2022, we recorded an estimate of the possible cost to resolve this matter. Due to the unique nature of this matter, we believe it to be infrequent and unusual and therefore exclude it to better facilitate comparisons of our underlying operating performance across periods. Refer to Note 14, Commitments and Contingencies – Tax Matters, for additional information.
(14)    The impact from pension participation changes represents the charges incurred when employee groups are withdrawn from multiemployer pension plans and other changes in employee group pension plan participation. We exclude these charges from our non–GAAP results because those amounts do not reflect our ongoing pension obligations. See Note 11, Benefit Plans, for more information on the multiemployer pension plan withdrawal.
(15)    We have excluded the initial impacts from enacted tax law changes. Initial impacts include items such as the remeasurement of deferred tax balances and the transition tax from the 2017 U.S. tax reform. Previously, we only excluded the initial impacts from more material tax reforms, specifically the impacts of the 2019 Swiss tax reform and 2017 U.S. tax reform. During the third quarter of 2019, Swiss Federal and Zurich Cantonal tax events drove our recognition of a Swiss tax reform net benefit to our results of operations. On December 22, 2017, the United StatesWe exclude initial impacts from enacted tax reform legislation that included a broad range of business tax provisions. We exclude these tax reform impactslaw changes from our Adjusted EPS as they do not reflect our ongoing tax obligations under the newenacted tax reforms.law changes. Refer to Note 16, Income Taxes, for more information on our current year estimated annual effective tax rate and U.S. and Swiss tax reform.information.
(11)(16)    We have excluded our proportionate share of our equity method investees’ unusual or infrequentsignificant operating and non-operating items such as acquisition and divestiture related costs, restructuring program costs and discrete U.S.initial impacts from enacted tax reform impacts,law changes, in order to provide investors with a comparable view of our performance across periods. Although we have shareholder rights and board representation commensurate with our ownership interests in our equity method investees and review the underlying operating results and unusual or infrequentsignificant operating and non-operating items with them each reporting period, we do not have direct control over their operations or resulting revenue and expenses. Our use of equity method investment net earnings on an adjusted basis is not intended to imply that we have any such control. Our GAAP “diluted EPS attributable to Mondelēz International from continuing operations” includes all of the investees’ unusualsignificant operating and infrequentnon-operating items.

We believe that the presentation of these non-GAAP financial measures, when considered together with our U.S. GAAP financial measures and the reconciliations to the corresponding U.S. GAAP financial measures, provides you with a more complete understanding of the factors and trends affecting our business than could be obtained absent
58

these disclosures. Because non-GAAP financial measures vary among companies, the non-GAAP financial measures presented in this report may not be comparable to similarly titled measures used by other companies. Our use of these non-GAAP financial measures is not meant to be considered in isolation or as a substitute for any U.S. GAAP financial measure.measures. A limitation of these non-GAAP financial measures is they exclude items detailed below that have an impact on our U.S. GAAP reported results. The best way this limitation can be addressed is by evaluating our non-GAAP financial measures in combination with our U.S. GAAP reported results and carefully evaluating the following tables that reconcile U.S. GAAP reported figures to the non-GAAP financial measures in this Form 10-K.


Organic Net Revenue:
Applying the definition of “Organic Net Revenue”, the adjustments made to “net revenues” (the most comparable U.S. GAAP financial measure) were to exclude the impact of currency, acquisitions and divestitures. We believe that Organic Net Revenue reflects the underlying growth from the ongoing activities of our business and provides improved comparability of results. We also evaluate our Organic Net Revenue growth from emerging markets and developed markets, and these underlying measures are also reconciled to U.S. GAAP below.
 
 For the Year Ended December 31, 2022For the Year Ended December 31, 2021
Emerging
Markets
Developed
Markets
TotalEmerging
Markets
Developed
Markets
Total
 (in millions)(in millions)
Net Revenue$12,184 $19,312 $31,496 $10,132 $18,588 $28,720 
Impact of currency744 1,161 1,905 — — — 
Impact of acquisitions(596)(620)(1,216)— — — 
Impact of divestitures(22)— (22)(43)(35)(78)
Organic Net Revenue$12,310 $19,853 $32,163 $10,089 $18,553 $28,642 
 For the Year Ended December 31, 2021For the Year Ended December 31, 2020
 Emerging
Markets
Developed
Markets
TotalEmerging
Markets
Developed
Markets
Total
 (in millions)(in millions)
Net Revenue$10,132 $18,588 $28,720 $9,097 $17,484 $26,581 
Impact of currency64 (536)(472)— — — 
Impact of acquisitions— (254)(254)— — — 
Impact of divestitures(43)(35)(78)(32)— (32)
Organic Net Revenue$10,153 $17,763 $27,916 $9,065 $17,484 $26,549 


59

 For the Year Ended December 31, 2019 For the Year Ended December 31, 2018
 
Emerging
Markets
 
Developed
Markets
 Total 
Emerging
Markets
 
Developed
Markets
 Total
 (in millions) (in millions)
Net Revenue$9,675
 $16,193
 $25,868
 $9,659
 $16,279
 $25,938
Impact of currency651
 503
 1,154
 
 
 
Impact of acquisitions
 (88) (88) 
 
 
Impact of divestitures(55) 
 (55) (126) 
 (126)
Organic Net Revenue$10,271
 $16,608
 $26,879
 $9,533
 $16,279
 $25,812
            
 For the Year Ended December 31, 2018 For the Year Ended December 31, 2017
 
Emerging
Markets
 
Developed
Markets
 Total 
Emerging
Markets
 
Developed
Markets
 Total
 (in millions) (in millions)
Net Revenue$9,659
 $16,279
 $25,938
 $9,707
 $16,189
 $25,896
Impact of currency604
 (261) 343
 
 
 
Impact of acquisitions
 (52) (52) 
 
 
Impact of divestitures(126) 
 (126) (132) (270) (402)
Organic Net Revenue$10,137
 $15,966
 $26,103
 $9,575
 $15,919
 $25,494



Adjusted Operating Income:
Applying the definition of “Adjusted Operating Income”, the adjustments made to “operating income” (the most comparable U.S. GAAP financial measure) were to exclude the impacts of the Simplify to Grow Program; intangible asset impairment charges; mark-to-market impacts from commodity, and forecasted currency and equity method investment transaction derivative contracts; malware incident incremental expenses, acquisition integration costs;costs and contingent consideration adjustments; inventory step-up charges; acquisition andrelated costs; divestiture-related costs; operating income from divestitures; net gainsgain on an acquisition and divestitures; 2017 malware incident net recoveries; impact from divestitures;the European Commission legal matter; incremental costs due to the war in Ukraine; costs associated with JDE Peet's transaction; the remeasurement of net monetary position; impact from pension participation changes; and impact from the resolution of tax matters; CEO transition remuneration and Swiss tax reform impact.matters. We also evaluate Adjusted Operating Income on a constant currency basis. We believe these measures provide improved comparability of underlying operating results.
 
For the Years Ended
December 31,
 20222021$ Change% Change
 (in millions) 
Operating Income$3,534 $4,653 $(1,119)(24.0)%
Simplify to Grow Program (1)
122 319 (197)
Intangible asset impairment charges (2)
101 32 69 
Mark-to-market losses/(gains) from derivatives (3)
326 (279)605 
Acquisition integration costs and
   contingent consideration adjustments (4)
136 (40)176 
Inventory step-up (4)
25 — 25 
Acquisition-related costs (4)
330 25 305 
Net gain on acquisition and divestitures (4)
— (8)
Divestiture-related costs (4)
18 22 (4)
Operating income from divestiture (4)
(4)(15)11 
2017 Malware incident net recoveries(37)— (37)
European Commission legal matter (5)
318 — 318 
Incremental costs due to war in Ukraine (6)
121 — 121 
Remeasurement of net monetary position (7)
40 13 27 
Impact from pension participation changes (8)
(1)48 (49)
Impact from resolution of tax matters (5)
— (5)
Adjusted Operating Income$5,029 $4,765 $264 5.5 %
   Unfavorable currency translation319 — 319 
Adjusted Operating Income (constant currency)$5,348 $4,765 $583 12.2 %
60

 For the Years Ended
December 31,
    
 2019 2018 $ Change % Change
 (in millions)  
Operating Income$3,843
 $3,312
 $531
 16.0 %
Simplify to Grow Program (1)
442
 626
 (184)  
Intangible asset impairment charges (2)
57
 68
 (11)  
Mark-to-market gains from derivatives (3)
(91) (141) 50
  
Acquisition integration costs (4)

 3
 (3)  
Acquisition-related costs (5)
3
 13
 (10)  
Divestiture-related costs (5)
6
 (1) 7
  
Operating income from divestiture (5)
(9) (19) 10
  
Net gain on divestiture (5)
(44) 
 (44)  
Remeasurement of net monetary position (6)
(4) 11
 (15)  
Impact from pension participation changes (7)
(35) 423
 (458)  
Impact from resolution of tax matters (8)
85
 (15) 100
  
CEO transition remuneration (9)
9
 22
 (13)  
Swiss tax reform impact (10)
2
 
 2
  
Adjusted Operating Income$4,264
 $4,302
 $(38) (0.9)%
Unfavorable currency translation227
 
 227
  
Adjusted Operating Income (constant currency)$4,491
 $4,302
 $189
 4.4 %

 For the Years Ended
December 31,
    
 2018 2017 $ Change % Change
 (in millions)  
Operating Income$3,312
 $3,462
 $(150) (4.3)%
Simplify to Grow Program (1)
626
 777
 (151)  
Intangible asset impairment charges (2)
68
 109
 (41)  
Mark-to-market (gains)/losses from derivatives (3)
(141) 96
 (237)  
Malware incident incremental expenses
 84
 (84)  
Acquisition integration costs (4)
3
 3
 
  
Acquisition-related costs (5)
13
 
 13
  
Divestiture-related costs (5)
(1) 31
 (32)  
Operating income from divestitures (5)
(19) (92) 73
  
Net gain on divestitures (5)

 (186) 186
  
Remeasurement of net monetary position (6)
11
 
 11
  
Impact from pension participation changes (7)
423
 
 423
  
Impact from resolution of tax matters (8)
(15) (209) 194
  
CEO transition remuneration (9)
22
 14
 8
  
Other/rounding
 (1) 1
  
Adjusted Operating Income$4,302
 $4,088
 $214
 5.2 %
Unfavorable currency translation55
 
 55
  
Adjusted Operating Income (constant currency)$4,357

$4,088
 $269
 6.6 %
For the Years Ended
December 31,
 20212020$ Change% Change
 (in millions) 
Operating Income$4,653 $3,853 $800 20.8 %
Simplify to Grow Program (1)
319 360 (41)
Intangible asset impairment charges (2)
32 144 (112)
Mark-to-market gains from derivatives (3)
(279)(16)(263)
Acquisition integration costs (4)
(40)(44)
Acquisition-related costs (4)
25 15 10 
Net gain on acquisition and divestitures (4)
(8)— (8)
Divestiture-related costs (4)
22 18 
Operating income from divestiture (4)
(15)(2)(13)
Costs associated with JDE Peet's transaction (9)
— 48 (48)
Remeasurement of net monetary position (7)
13 
Impact from pension participation changes (8)
48 — 48 
Impact from resolution of tax matters (5)
(5)(20)15 
Adjusted Operating Income$4,765 $4,399 $366 8.3 %
   Favorable currency translation(120)— (120)
Adjusted Operating Income (constant currency)$4,645 $4,399 $246 5.6 %
 
(1)
Refer to Note 8, Restructuring Program, for more information.
(2)
Refer to Note 6, Goodwill and Intangible Assets, for more information on trademark impairments.
(3)
Refer to Note 10, Financial Instruments, Note 18, Segment Reporting, and Non-GAAP Financial Measures section at the end of this item for more information on the unrealized gains/losses on commodity and forecasted currency transaction derivatives.
(4)
Refer to Note 2, Divestitures and Acquisitions, for more information on the acquisition of a biscuit business in Vietnam.
(5)
Refer to Note 2, Divestitures and Acquisitions, for more information on prior-year divestitures, intangible asset sales and the June 7, 2018 acquisition of Tate's Bake Shop.
(6)
Refer to Note 1, Summary of Significant Accounting Policies – Currency Translation and Highly Inflationary Accounting, for information on our application of highly inflationary accounting for Argentina.
(7)
Refer to Note 11, Benefit Plans, for more information.
(8)
Refer to Note 14, Commitments and Contingencies – Tax Matters, for more information.
(9) Refer to the Non-GAAP Financial Measures definition and related table notes.
(10) Refer to Note 16,8, Income TaxesRestructuring Program, for more information.
(2)Refer to Note 6, Goodwill and Intangible Assets, for more information.
(3)Refer to Note 10, Financial Instruments, Note 18, Segment Reporting, and Non-GAAP Financial Measures section at the end of this item for more information on the unrealized gains/losses on commodity, forecasted currency and equity method investment transaction derivatives.
(4)Refer to Note 2, Acquisitions and Divestitures, for more information on Swiss tax reform.the November 1, 2022 acquisition of Ricolino, August 1, 2022 acquisition of Clif Bar, January 3, 2022 acquisition of Chipita, April 1, 2021 acquisition of Gourmet Food, March 25, 2021 acquisition of a majority interest in Grenade, January 4, 2021 acquisition of the remaining 93% of equity in Hu and April 1, 2020 acquisition of a significant majority interest in Give & Go.

(5)Refer to Note 14, Commitments and ContingenciesTax Matters, for more information.

(6)Refer to Note 1, Summary of Significant Accounting Policies War in Ukraine, for more information.

(7)Refer to Note 1, Summary of Significant Accounting PoliciesCurrency Translation and Highly Inflationary Accounting, for information on our application of highly inflationary accounting for Argentina.

(8)Refer to Note 11, Benefit Plans, for more information.

(9)Refer to Note 7, Equity Method Investments, for more information on the JDE Peet's transaction.




61

Adjusted EPS:
Applying the definition of “Adjusted EPS” (1), the adjustments made to “diluted EPS attributable to Mondelēz International” (the most comparable U.S. GAAP financial measure) were to exclude the impacts of the items listed in the Adjusted Operating Income tables above as well as gains/(losses)net earnings from divestitures; losses related to interest rate swaps; losslosses on debt extinguishment; U.S.extinguishment and related expenses; initial impacts from enacted tax reform discrete net tax impact; net gains/(losses)laws changes; gains or losses on equity method investment transactions; and our proportionate share of unusual or infrequentsignificant operating and non-operating items recorded by our JDE Peet's and KeurigKDP equity method investees. We also evaluate Adjusted EPS on a constant currency basis. We believe Adjusted EPS provides improved comparability of underlying operating results.
For the Years Ended
December 31,
 20222021$ Change% Change
Diluted EPS attributable to Mondelēz International$1.96 $3.04 $(1.08)(35.5)%
   Simplify to Grow Program (2)
0.07 0.17 (0.10)
   Intangible asset impairment charges (2)
0.05 0.02 0.03 
   Mark-to-market losses/(gains) from derivatives (2)
0.19 (0.17)0.36 
   Acquisition integration costs and
      contingent consideration adjustments (2)
0.05 (0.02)0.07 
Inventory step-up (2)
0.01 — 0.01 
   Acquisition-related costs (2)
0.19 0.01 0.18 
   Divestiture-related costs (2)
0.01 0.01 — 
   Net earnings from divestitures (2)
(0.01)(0.03)0.02 
2017 Malware incident net recoveries(0.02)— (0.02)
European Commission legal matter (2)
0.23 — 0.23 
Incremental costs due to war in Ukraine (2)
0.09 — 0.09 
   Remeasurement of net monetary position (2)
0.03 0.01 0.02 
   Impact from pension participation changes (2)
0.01 0.02 (0.01)
   Loss on debt extinguishment and related expenses (3)
0.07 0.07 — 
   Initial impacts from enacted tax law changes (4)
0.01 0.07 (0.06)
   Loss/(gain) on equity method investment transactions (5)
0.02 (0.39)0.41 
   Equity method investee items (6)
(0.01)0.04 (0.05)
Adjusted EPS$2.95 $2.85 $0.10 3.5 %
   Unfavorable currency translation0.24 — 0.24 
Adjusted EPS (constant currency)$3.19 $2.85 $0.34 11.9 %
62

 For the Years Ended
December 31,
    
 2019 2018 $ Change % Change
Diluted EPS attributable to Mondelēz International$2.65
 $2.28
 $0.37
 16.2%
   Simplify to Grow Program (2)
0.24
 0.32
 (0.08)  
   Intangible asset impairment charges (2)
0.03
 0.03
 
  
   Mark-to-market gains from derivatives (2)
(0.05) (0.09) 0.04
  
   Acquisition-related costs (2)

 0.01
 (0.01)  
   Divestiture-related costs (2)
0.01
 
 0.01
  
   Net earnings from divestiture (2)
(0.01) (0.01) 
  
   Net gain on divestiture (2)
(0.03) 
 (0.03)  
   Remeasurement of net monetary position (2)

 0.01
 (0.01)  
   Impact from pension participation changes (2)
(0.02) 0.22
 (0.24)  
   Impact from resolution of tax matters (2)
0.05
 (0.01) 0.06
  
   CEO transition remuneration (2)
0.01
 0.01
 
  
   Net loss/(gain) related to interest rate swaps (3)
0.08
 (0.01) 0.09
  
   Loss on debt extinguishment (4)

 0.07
 (0.07)  
   Swiss tax reform net impacts (2)
(0.53) 
 (0.53)  
   U.S. tax reform discrete net tax expense (5)

 0.01
 (0.01)  
   Net loss/(gain) on equity method
investment transactions
(6)
0.01
 (0.39) 0.40
  
   Equity method investee acquisition-related
and other charges/(benefits)
(7)
0.03
 (0.03) 0.06
  
Adjusted EPS$2.47
 $2.42
 $0.05
 2.1%
   Unfavorable currency translation0.15
 
 0.15
  
Adjusted EPS (constant currency)$2.62
 $2.42
 $0.20
 8.3%

For the Years Ended
December 31,
    For the Years Ended
December 31,
2018 2017 $ Change % Change 20212020$ Change% Change
Diluted EPS attributable to Mondelēz International$2.28
 $1.85
 $0.43
 23.2%Diluted EPS attributable to Mondelēz International$3.04 $2.47 $0.57 23.1 %
Simplify to Grow Program (2)
0.32
 0.39
 (0.07)  
Simplify to Grow Program (2)
0.17 0.20 (0.03)
Intangible asset impairment charges (2)
0.03
 0.05
 (0.02)  
Intangible asset impairment charges (2)
0.02 0.08 (0.06)
Mark-to-market (gains)/losses from derivatives (2)
(0.09) 0.06
 (0.15)  
Malware incident incremental expenses
 0.04
 (0.04)  
Acquisition integration costs (2)

 
 
  
Mark-to-market gains from derivatives (2)
Mark-to-market gains from derivatives (2)
(0.17)(0.01)(0.16)
Acquisition integration costs and
contingent consideration adjustments (2)
Acquisition integration costs and
contingent consideration adjustments (2)
(0.02)— (0.02)
Acquisition-related costs (2)
0.01
 
 0.01
  
Acquisition-related costs (2)
0.01 0.01 — 
Divestiture-related costs (2)

 0.02
 (0.02)  
Divestiture-related costs (2)
0.01 — 0.01 
Net earnings from divestitures (2)
(0.01) (0.05) 0.04
  
Net earnings from divestitures (2)
(0.03)(0.08)0.05 
Net gain on divestitures (2)

 (0.11) 0.11
  
Costs associate with JDE Peet's transaction (2)
Costs associate with JDE Peet's transaction (2)
— 0.20 (0.20)
Remeasurement of net monetary position (2)
0.01
 
 0.01
  
Remeasurement of net monetary position (2)
0.01 0.01 — 
Impact from pension participation changes (2)
0.22
 
 0.22
  
Impact from pension participation changes (2)
0.02 0.01 0.01 
Impact from resolution of tax matters (2)
(0.01) (0.13) 0.12
  
Impact from resolution of tax matters (2)
— (0.02)0.02 
CEO transition remuneration (2)
0.01
 0.01
 
  
Net gain related to interest rate swaps (3)
(0.01) 
 (0.01)  
Loss related to interest rate swaps (7)
Loss related to interest rate swaps (7)
— 0.05 (0.05)
Loss on debt extinguishment (4)(3)
0.07
 
 0.07
  0.07 0.10 (0.03)
U.S. tax reform discrete net tax expense/(benefit) (5)
0.01
 (0.03) 0.04
  
Gains on equity method investment transactions (6)
(0.39) (0.02) (0.37)  
Equity method investee acquisition-related
and other charges/(benefits) (7)
(0.03) 0.04
 (0.07)  
Initial impacts from enacted tax law changes (4)
Initial impacts from enacted tax law changes (4)
0.07 0.02 0.05 
Gain on equity method investment transactions (5)
Gain on equity method investment transactions (5)
(0.39)(0.55)0.16 
Equity method investee items (6)
Equity method investee items (6)
0.04 0.05 (0.01)
Adjusted EPS$2.42
 $2.12
 $0.30
 14.2%Adjusted EPS$2.85 $2.54 $0.31 12.2 %
Unfavorable currency translation0.03
 
 0.03
  
Favorable currency translation Favorable currency translation(0.09)— (0.09)
Adjusted EPS (constant currency)$2.45
 $2.12
 $0.33
 15.6%Adjusted EPS (constant currency)$2.76 $2.54 $0.22 8.7 %
 
(1)The tax expense/(benefit) of each of the pre-tax items excluded from our GAAP results was computed based on the facts and tax assumptions associated with each item, and such impacts have also been excluded from Adjusted EPS.
2019(1)     The tax expense/(benefit) of each of the pre-tax items excluded from our GAAP results was computed based on the facts and tax assumptions associated with each item, and such impacts have also been excluded from Adjusted EPS.
2022, taxes for the: Simplify to Grow Program were $(103)$(26) million, intangible asset impairment charge were $(25) million, mark-to-market losses from derivatives were $(56) million, acquisition integration costs and contingent consideration adjustments were $(72) million, inventory step-up charges were $(7) million, acquisition-related costs were $11 million, divestiture-related costs were $(9) million, net earnings from divestitures were $1 million, 2017 malware incident net recoveries were $10 million, European Commission legal matter were zero, incremental costs due to the war in Ukraine were $4 million, remeasurement of net monetary position were zero, impact from pension participation changes were $(3) million, loss on debt extinguishment and related expenses were $(31) million, initial impacts from enacted tax law changes were $17 million, loss on equity method investment transactions were $2 million and equity method investee items were $(5) million.
2021 taxes for the: Simplify to Grow Program were $(83) million, intangible asset impairment charges were $(14)$(8) million, mark-to-market gains from derivatives were $19$44 million, acquisition-related costs were $(4) million, acquisition integration costs and contingent consideration adjustments were $12 million, divestiture-related costs were $(8) million, net earnings from divestitures were $12 million, remeasurement of net monetary position were zero, impact from pension participation changes were $(8) million, loss on debt extinguishment were $(34) million, initial impacts from enacted tax law changes were $100 million, gain on equity method investment transactions were $184 million and equity method investee items were $(4) million.
2020 taxes for the: Simplify to Grow Program were $(81) million, intangible asset impairment charges were $(33) million, mark-to-market gains from derivatives were $8 million, acquisition-related costs were zero, net earnings from divestituredivestitures were zero,$26 million, costs associated with the JDE Peet's transaction were $250 million, loss on remeasurement of net gain on divestituremonetary position were $3 million,zero, impact from pension participation changes were $8$(2) million, impact from resolution of tax matters were $(21)$16 million, CEO transition remuneration were zero, net loss related to interest rate swaps were zero, Swiss$(24) million, loss on debt extinguishment were $(46) million, initial impacts from enacted tax reformlaw changes were $(769)$36 million, net lossgains on equity method investment transactions were $6$202 million and equity method investee items were $(4) million.
(2)     See the Adjusted Operating Income table above and other charges/benefits were $(12) million.the related footnotes for more information.
2018 taxes(3)     Refer to Note 9, Debt and Borrowing Arrangements, for the: Simplify to Grow Program were $(156) million, intangible asset impairment charges were $(16) million, mark-to-market gains from derivatives were $10 million, acquisition-related costs were $(3) million, net earnings from divestiture were zero, impact from pension participation changes were $(108) million, impact from resolution of tax matters were $(6) million, CEO transition remuneration were $(5) million, net gain related to interest rate swaps were $2 million,more information on the loss on debt extinguishment were $(35) million, U.S. tax reform were $19 million, gainand related expenses.
(4)     Refer to Note 16, Income Taxes, and the Non-GAAP Financial Measures section for more information.
(5)     Refer to Note 7, Equity Method Investments, for more information on the gains and losses on equity method investment transaction were $192 milliontransactions.
(6)     Includes our proportionate share of significant operating and non-operating items recorded by our JDE Peet's and KDP equity method investeeinvestees, such as acquisition and other charges/benefits were $16 million.
2017 taxes for the: Simplify to Grow Program were $(190) million, intangible asset impairment charges were $(30) million, mark-to-market losses from derivatives were $(6) million, malware incident incremental costs were $(27) million, divestiture-related costs were $8 million, net earnings from divestitures were $16 million, net gainand restructuring program costs.
(7)    Refer to Note 10, Financial Instruments, for information on divestitures were $7 million, impact from resolutionour interest rate swaps that we no longer designate as cash flow hedges.
63

(2)
See the Adjusted Operating Income table above and the related footnotes for more information.
(3)
Refer to Note 10, Financial Instruments, for information on interest rate swaps no longer designated as cash flow hedges.
(4)
Refer to Note 9, Debt and Borrowing Arrangements, for more information on losses on debt extinguishment.
(5)
Refer to Note 16, Income Taxes, for more information on the impact of U.S. tax reform.
(6)
Refer to Note 7, Equity Method Investments, for more information on the KDP transaction in 2018, the 2017 sale of an interest in one of our equity method investments and the 2016 acquisition of an interest in Keurig.
(7)Includes our proportionate share of unusual or infrequent items, such as acquisition and divestiture-related costs, restructuring program costs and discrete U.S. tax reform impacts recorded by our JDE and Keurig equity method investees.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

As we operate globally, we are primarily exposed to currency exchange rate, commodity price and interest rate market risks. We monitor and manage these exposures as part of our overall risk management program. Our risk management program focuses on the unpredictability of financial markets and seeks to reduce the potentially adverse effects that the volatility of these markets may have on our operating results.

We principally utilize derivative instruments to reduce significant, unanticipated earnings fluctuations that may arise from volatility in currency exchange rates, commodity prices and interest rates. For additional information on our derivative activity and the types of derivative instruments we use to hedge our currency exchange, commodity price and interest rate exposures, see Note 1, Summary of Significant Accounting Policies, and Note 10, Financial Instruments.

Many of our non-U.S. subsidiaries operate in functional currencies other than the U.S. dollar. Fluctuations in currency exchange rates create volatility in our reported results as we translate the balance sheets, operating results and cash flows of these subsidiaries into the U.S. dollar for consolidated reporting purposes. The translation of non-U.S. dollar denominated balance sheets and statements of earnings of our subsidiaries into the U.S. dollar for consolidated reporting generally results in a cumulative translation adjustment to other comprehensive income within equity. A stronger U.S. dollar relative to other functional currencies adversely affects our consolidated earnings and net assets while a weaker U.S. dollar benefits our consolidated earnings and net assets. While we hedge significant forecasted currency exchange transactions as well as certain net assets of non-U.S. operations and other currency impacts, we cannot fully predict or eliminate volatility arising from changes in currency exchange rates on our consolidated financial results. See Consolidated Results of Operations and Results of Operations by ReportableOperating Segment under Discussion and Analysis of Historical Results for currency exchange effects on our financial results. Throughout our discussion and analysis of results, we isolate currency impacts and supplementally provide net revenues, operating income and diluted earnings per share on a constant currency basis. For additional information on the impact of currency policies, recent currency devaluations and highly inflationary accounting on our financial condition and results of operations, also see Note 1, Summary of Significant Accounting Policies—PoliciesCurrency Translation and Highly Inflationary Accounting.

We also continually monitor the market for commodities that we use in our products. Input costs may fluctuate widely due to international demand, weather conditions, government policy and regulation and unforeseen conditions.the macroeconomic environment. Refer to Recent Developments and Significant Items Affecting Comparability and Financial Outlook above for updates on recent supply chain, transportation, labor and other disruptions that are increasing operating costs and impacting our results. To manage input cost volatility and inflation, we enter into forward purchase agreements and other derivative financial instruments. We also pursue productivity and cost saving measures and take pricing actions when necessary to mitigate the impact of higher input costs on earnings.

We regularly evaluate our variable and fixed-rate debt as well as current and expected interest rates in the markets in which we raise capital. Our primary exposures include movements in U.S. Treasury rates, corporate credit spreads, commercial paper rates as well as limited debt tied to London Interbank Offered Rates (“LIBOR”). The last publication date of LIBOR rates against various currencies by the Financial Conduct Authority in the United Kingdom plans to phasewas December 31, 2021, with the publication of certain USD rates being phased out LIBOR by the end of 2021.after June 30, 2023. We dodid not anticipatehave a significant impact to our financial position from the planned 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. We periodically use interest rate swaps and forward interest rate contracts to achieve a desired proportion of variable versus fixed-ratefixed rate debt based on current and projected market conditions. Our weighted-average interest rateFor more information on our total debt was 2.2% as of December 31, 2019, down from 2.3% as of December 31, 2018, primarily due to lower interest rates on commercial paper borrowings.

activity, see Note 9, Debt and Borrowing Arrangements.
Beginning in 2018, we entered into new investment hedge derivative contracts, specifically, cross-currency interest rate swaps and forwards, to hedge certain investments in our non-U.S. operations against movements in exchange rates.
See Note 10, Financial Instruments, for more information on our derivative activity.

Value at Risk:

We use a value at risk (“VAR”) computation to estimate: 1) the potential one-day loss in the fair value of our interest rate-sensitive financial instruments; and 2) the potential one-day loss in pre-tax earnings of our currency and commodity price-sensitive derivative financial instruments. The VAR analysis was done separately for our currency exchange, fixed income and commodity risk portfolios as of each quarter end during the periods presented below. The instruments included in the VAR computation were currency exchange forwards and options for currency exchange risk, debt and swaps for interest rate risk, and commodity forwards, futures and options for commodity risk. Excluded from the computation were anticipated transactions, currency trade payables and receivables, and net investments in non-U.S. subsidiaries, which the above-mentioned instruments are intended to hedge.


64

The VAR model assumes normal market conditions, a 95% confidence interval and a one-day holding period. A parametric delta-gamma approximation technique was used to determine the expected return distribution in interest rates, currencies and commodity prices for the purpose of calculating the fixed income, currency exchange and commodity VAR, respectively. 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, 20192022 and 2018,2021, and over each of the four prior quarters for the calculation of average VAR amounts during each year. The values of currency and commodity options do not change on a one-to-one basis with the underlying currency or commodity and were valued accordingly in the VAR computation.

As of December 31, 20192022 and December 31, 2018,2021, the estimated potential one-day loss in fair value of our interest rate-sensitive instruments, primarily debt, and the estimated potential one-day loss in pre-tax earnings from our currency and commodity instruments, as calculated in the VAR model, were:
 Pre-Tax Earnings ImpactFair Value Impact
 At 12/31/22AverageHighLowAt 12/31/22AverageHighLow
 (in millions)
Instruments sensitive to:
Interest rates$196 $201 $232 $169 
Foreign currency rates$20 $23 $30 $20 
Commodity prices63 75 118 51 
 Pre-Tax Earnings ImpactFair Value Impact
 At 12/31/21AverageHighLowAt 12/31/21AverageHighLow
 (in millions)
Instruments sensitive to:
Interest rates$135 $104 $135 $79 
Foreign currency rates$11 $11 $13 $
Commodity prices52 41 61 24 
 Pre-Tax Earnings Impact Fair Value Impact
 At 12/31/19 Average High Low At 12/31/19 Average High Low
 (in millions)
Instruments sensitive to:               
Interest rates        $86
 $70
 $97
 $49
Foreign currency rates$15
 $19
 $25
 $15
        
Commodity prices11
 13
 14
 11
        
 Pre-Tax Earnings Impact Fair Value Impact
 At 12/31/18 Average High Low At 12/31/18 Average High Low
 (in millions)
Instruments sensitive to:               
Interest rates        $35
 $33
 $36
 $27
Foreign currency rates$19
 $30
 $39
 $19
        
Commodity prices15
 16
 17
 15
        

This VAR computation is a risk analysis tool designed to statistically estimate the maximum expected daily loss, under the specified confidence interval and assuming normal market conditions, from adverse movements in interest rates, currency exchange rates and commodity prices. The computation does not represent actual losses in fair value or earnings we will incur, nor does it consider the effect of favorable changes in market rates. We cannot predict actual future movements in market rates and do not present these VAR results to be indicative of future movements in market rates or to be representative of any actual impact that future changes in market rates may have on our future financial results.

65

Item 8. Financial Statements and Supplementary Data.
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Mondelēz International, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Mondelēz International, Inc. and its subsidiaries (the "Company"(the “Company”) as of December 31, 2019 2022and 2018, 2021,and the related consolidated statements of earnings, comprehensive earnings, equity and cash flows for each of the three years in the period ended December 31, 2019,2022, including the related notes and financial statement schedule for each of the three years in the period ended December 31, 2019 listed in the index appearing under Item 15(a) (collectively referred to as the “consolidated financial statements”).We also have audited the Company’sCompany's internal control over financial reporting as of December 31, 2019,2022, based on criteria established in Internal Control—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, 2019 2022and 2018, 2021, and the results of itsoperations and itscash flows for each of the three years in the period ended December 31, 2019 2022in 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, 2019,2022, based on criteria established in Internal Control—Control - Integrated Framework (2013)issued by the COSO.
Change in Accounting Principle
As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.
Basis for Opinions

The Company’sCompany's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the Report of Management on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidatedfinancial statements and on the Company’sCompany's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidatedfinancial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidatedfinancial statements included performing procedures to assess the risks of material misstatement of the consolidatedfinancial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidatedfinancial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidatedfinancial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.


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.
66

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. 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 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.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit mattermatters communicated below is a matterare matters arising from the current period audit of the consolidated financial statements that waswere communicated or required to be communicated to the audit committee and that (i) relatesrelate to accounts or disclosures that are material to theconsolidated 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 consolidatedfinancial statements, taken as a whole, and we are not, by communicating the critical audit mattermatters below, providing a separate opinionopinions on the critical audit mattermatters or on the accounts or disclosures to which it relates.they relate.


Non-AmortizableIndefinite-Life Intangible Assets Annual Impairment AssessmentAssessments for Certain Brand Names

As described in Notes 1 and 6 to the consolidated financial statements, the Company’s consolidated non-amortizableindefinite-life intangible assetsasset balance was $17.3$18.4 billion as of December 31, 2019, and an impairment charge2022, which consists principally of $57 million was recorded in the year ended December 31, 2019. Annually,brand names. At least annually management assesses non-amortizableindefinite-life intangible assets which principally consist of brand names, for impairment by performing a qualitative review and assessing events and circumstances that could affect the fair value or carrying value of the non-amortizable intangible assets. Ifif significant potential impairment risk exists for a specific asset, management quantitatively tests the asset for impairment by comparing its estimated fair value with its carrying value. Management estimates fair value for each asset using several accepted valuation methods, including relief offrom royalty, excess earnings and excess margin, that utilize estimates of future sales, earnings growth rates, royalty rates and discount rates.rates to determine a brand name’s fair value.

The principal considerations for our determination that performing procedures relating to the non-amortizableindefinite-life intangible assets annual impairment assessmentassessments for certain brand names is a critical audit matter are there was(i) the significant judgment by management when developing the fair value measurement of the non-amortizableindefinite-life intangible assets. This in turn led toassets for certain brand names; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluateand evaluating management’s fair value estimates and significant assumptions includingrelated to estimates of future sales, earnings growth rates, royalty rates, and discount rates. In addition,rates for certain brand names; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the non-amortizableindefinite-life intangible assets impairment assessment,assessments, including controls over the determinationannual valuation of the fair values of the Company’s non-amortizable intangible assets as part of the annual impairment assessment.certain brand names. These procedures also included, among others (i) testing management’s process for developing the fair value estimate;of the indefinite-life intangible assets for certain brand names; (ii) evaluating the appropriateness of the valuation methods; (iii) testing the completeness and accuracy of underlying data used in the valuation methods; and (iv) evaluating the reasonableness of the significant assumptions used by management including therelated to estimates of future sales, earnings growth rates, royalty rates, and discount rates. Evaluating management’s significant assumptions related to estimates of future sales and earnings growth rates involved evaluating whether the assumptions used by management were reasonable considering (i) the

current and past performance of the non-amortizable intangible assets,certain brand names; (ii) the consistency with external market and industry data,data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with
67

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.

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 evaluationappropriateness of the Company’s valuation methodsrelief from royalty method and certain(ii) the reasonableness of the discount and royalty rate significant assumptions, including the royalty rates and discount rates.

assumptions.

/s/ PRICEWATERHOUSECOOPERSPricewaterhouseCoopers LLP

Chicago, Illinois
February 7, 20203, 2023

We have served as the Company’s auditor since 2001.

68

Mondelēz International, Inc. and Subsidiaries
Consolidated Statements of Earnings
For the Years Ended December 31
(in millions of U.S. dollars, except per share data)
 
2019 2018 2017 202220212020
Net revenues$25,868
 $25,938
 $25,896
Net revenues$31,496 $28,720 $26,581 
Cost of sales15,531
 15,586
 15,862
Cost of sales20,184 17,466 16,135 
Gross profit10,337

10,352

10,034
Gross profit11,312 11,254 10,446 
Selling, general and administrative expenses6,136
 6,475
 5,938
Selling, general and administrative expenses7,384 6,263 6,098 
Asset impairment and exit costs228
 389
 642
Asset impairment and exit costs262 212 301 
Net gains on divestitures(44) 
 (186)
Amortization of intangibles174
 176
 178
Net gain on acquisition and divestituresNet gain on acquisition and divestitures— (8)— 
Amortization of intangible assetsAmortization of intangible assets132 134 194 
Operating income3,843

3,312

3,462
Operating income3,534 4,653 3,853 
Benefit plan non-service income(60) (50) (44)Benefit plan non-service income(117)(163)(138)
Interest and other expense, net456
 520
 382
Interest and other expense, net423 447 608 
Earnings before income taxes3,447

2,842

3,124
Earnings before income taxes3,228 4,369 3,383 
Provision for income taxes(2) (773) (666)
Net (loss)/gain on equity method investment transactions(2) 778
 40
Income tax provisionIncome tax provision(865)(1,190)(1,224)
Gain/(loss) on equity method investment transactionsGain/(loss) on equity method investment transactions(22)742 989 
Equity method investment net earnings442
 548
 344
Equity method investment net earnings385 393 421 
Net earnings3,885

3,395

2,842
Net earnings2,726 4,314 3,569 
Noncontrolling interest earnings(15) (14) (14)Noncontrolling interest earnings(9)(14)(14)
Net earnings attributable to Mondelēz International$3,870

$3,381

$2,828
Net earnings attributable to Mondelēz International$2,717 $4,300 $3,555 
Per share data:     Per share data:
Basic earnings per share attributable to Mondelēz International$2.68
 $2.30
 $1.87
Basic earnings per share attributable to Mondelēz International$1.97 $3.06 $2.48 
Diluted earnings per share attributable to Mondelēz International$2.65
 $2.28
 $1.85
Diluted earnings per share attributable to Mondelēz International$1.96 $3.04 $2.47 
See accompanying notes to the consolidated financial statements.

69

Mondelēz International, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Earnings
For the Years Ended December 31
(in millions of U.S. dollars)
 
2019 2018 2017 202220212020
Net earnings$3,885
 $3,395
 $2,842
Net earnings$2,726 $4,314 $3,569 
Other comprehensive earnings/(losses), net of tax:     Other comprehensive earnings/(losses), net of tax:
Currency translation adjustment299
 (865) 1,198
Currency translation adjustment(725)(458)(322)
Pension and other benefit plans116
 284
 (57) Pension and other benefit plans274 495 (153)
Derivative cash flow hedges(45) (54) 8
Derivative cash flow hedges114 13 52 
Total other comprehensive earnings/(losses)370
 (635) 1,149
Total other comprehensive earnings/(losses)(337)50 (423)
Comprehensive earnings4,255

2,760

3,991
Comprehensive earnings2,389 4,364 3,146 
less: Comprehensive earnings/(losses) attributable to
noncontrolling interests
13
 12
 42
less: Comprehensive earnings/(losses) attributable to
noncontrolling interests
(5)(2)27 
Comprehensive earnings attributable to Mondelēz International$4,242

$2,748

$3,949
Comprehensive earnings attributable to Mondelēz International$2,394 $4,366 $3,119 
See accompanying notes to the consolidated financial statements.

70

Mondelēz International, Inc. and Subsidiaries
Consolidated Balance Sheets, as of December 31
(in millions of U.S. dollars, except share data)
2019 2018 20222021
ASSETS   ASSETS
Cash and cash equivalents$1,291
 $1,100
Cash and cash equivalents$1,923 $3,546 
Trade receivables (net of allowances of $35 at December 31, 2019
and $40 at December 31, 2018)
2,212
 2,262
Other receivables (net of allowances of $44 at December 31, 2019
and $47 at December 31, 2018)
715
 744
Trade receivables (net of allowances of $45 at December 31, 2022
and $37 at December 31, 2021)
Trade receivables (net of allowances of $45 at December 31, 2022
and $37 at December 31, 2021)
3,088 2,337 
Other receivables (net of allowances of $59 at December 31, 2022
and $49 at December 31, 2021)
Other receivables (net of allowances of $59 at December 31, 2022
and $49 at December 31, 2021)
819 851 
Inventories, net2,546
 2,592
Inventories, net3,381 2,708 
Other current assets866
 906
Other current assets880 900 
Total current assets7,630

7,604
Total current assets10,091 10,342 
Property, plant and equipment, net8,733
 8,482
Property, plant and equipment, net9,020 8,658 
Operating lease right of use assets568
 
Operating lease right of use assets660 613 
Goodwill20,848
 20,725
Goodwill23,450 21,978 
Intangible assets, net17,957
 18,002
Intangible assets, net19,710 18,291 
Prepaid pension assets516
 132
Prepaid pension assets1,016 1,009 
Deferred income taxes726
 255
Deferred income taxes473 541 
Equity method investments7,212
 7,123
Equity method investments4,879 5,289 
Other assets359
 406
Other assets1,862 371 
TOTAL ASSETS$64,549

$62,729
TOTAL ASSETS$71,161 $67,092 
LIABILITIES   LIABILITIES
Short-term borrowings$2,638
 $3,192
Short-term borrowings$2,299 $216 
Current portion of long-term debt1,581
 2,648
Current portion of long-term debt383 1,746 
Accounts payable5,853
 5,794
Accounts payable7,562 6,730 
Accrued marketing1,836
 1,756
Accrued marketing2,370 2,097 
Accrued employment costs769
 701
Accrued employment costs949 822 
Other current liabilities2,645
 2,646
Other current liabilities3,168 2,397 
Total current liabilities15,322

16,737
Total current liabilities16,731 14,008 
Long-term debt14,207
 12,532
Long-term debt20,251 17,550 
Long-term operating lease liabilities403
 
Long-term operating lease liabilities514 459 
Deferred income taxes3,338
 3,552
Deferred income taxes3,437 3,444 
Accrued pension costs1,190
 1,221
Accrued pension costs403 681 
Accrued postretirement health care costs387
 351
Accrued postretirement health care costs217 301 
Other liabilities2,351
 2,623
Other liabilities2,688 2,326 
TOTAL LIABILITIES37,198

37,016
TOTAL LIABILITIES44,241 38,769 
Commitments and Contingencies (Note 14)

 

Commitments and Contingencies (Note 14)
EQUITY   EQUITY
Common Stock, no par value (5,000,000,000 shares authorized and
1,996,537,778 shares issued at December 31, 2019 and December 31, 2018)

 
Common Stock, no par value (5,000,000,000 shares authorized and
1,996,537,778 shares issued at December 31, 2022 and December 31, 2021)
Common Stock, no par value (5,000,000,000 shares authorized and
1,996,537,778 shares issued at December 31, 2022 and December 31, 2021)
— — 
Additional paid-in capital32,019
 31,961
Additional paid-in capital32,143 32,097 
Retained earnings26,653
 24,491
Retained earnings31,481 30,806 
Accumulated other comprehensive losses(10,258) (10,630) Accumulated other comprehensive losses(10,947)(10,624)
Treasury stock, at cost (561,531,524 shares at December 31, 2019 and
545,537,923 shares at December 31, 2018)
(21,139) (20,185)
Treasury stock, at cost (630,646,687 shares at December 31, 2022 and
604,907,239 shares at December 31, 2021)
Treasury stock, at cost (630,646,687 shares at December 31, 2022 and
604,907,239 shares at December 31, 2021)
(25,794)(24,010)
Total Mondelēz International Shareholders’ Equity27,275

25,637
Total Mondelēz International Shareholders’ Equity26,883 28,269 
Noncontrolling interest76
 76
Noncontrolling interest37 54 
TOTAL EQUITY27,351

25,713
TOTAL EQUITY26,920 28,323 
TOTAL LIABILITIES AND EQUITY$64,549

$62,729
TOTAL LIABILITIES AND EQUITY$71,161 $67,092 
See accompanying notes to the consolidated financial statements.

71

Mondelēz International, Inc. and Subsidiaries
Consolidated Statements of Equity
(in millions of U.S. dollars, except per share data)
 
Mondelēz International Shareholders’ Equity  
Mondelēz International Shareholders’ Equity    Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Earnings/
(Losses)
Treasury
Stock
Non-controlling
Interest
Total
Equity
Common
Stock
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Earnings/
(Losses)
 
Treasury
Stock
 
Non-controlling
Interest
 
Total
Equity
Balances at January 1, 2017$
 $31,847
 $21,125
 $(11,118) $(16,713) $54
 $25,195
Balances at January 1, 2020Balances at January 1, 2020$— $32,019 $26,615 $(10,254)$(21,139)$76 $27,317 
Comprehensive earnings/(losses):             Comprehensive earnings/(losses):
Net earnings
 
 2,828
 
 
 14
 2,842
Net earnings— — 3,555 — — 14 3,569 
Other comprehensive earnings/
(losses), net of income taxes

 
 
 1,121
 
 28
 1,149
Other comprehensive earnings/
(losses), net of income taxes
— — — (436)— 13 (423)
Exercise of stock options and
issuance of other stock awards

 68
 (83) 
 360
 
 345
Exercise of stock options and
issuance of other stock awards
— 51 (59)— 336 — 328 
Common Stock repurchased
 
 
 
 (2,202) 
 (2,202) Common Stock repurchased— — — — (1,401)— (1,401)
Cash dividends declared
($0.82 per share)

 
 (1,239) 
 
 
 (1,239)
Cash dividends declared
($1.20 per share)
Cash dividends declared
($1.20 per share)
— — (1,718)— — — (1,718)
Dividends paid on noncontrolling
interest and other activities

 
 
 
 
 (16) (16)Dividends paid on noncontrolling
interest and other activities
— — — — (27)(18)
Balances at December 31, 2017$
 $31,915
 $22,631
 $(9,997) $(18,555) $80
 $26,074
Balances at December 31, 2020Balances at December 31, 2020$— $32,070 $28,402 $(10,690)$(22,204)$76 $27,654 
Comprehensive earnings/(losses):             Comprehensive earnings/(losses):
Net earnings
 
 3,381
 
 
 14
 3,395
Net earnings— — 4,300 — — 14 4,314 
Other comprehensive earnings/
(losses), net of income taxes

 
 
 (633) 
 (2) (635) Other comprehensive earnings/
(losses), net of income taxes
— — — 66 — (16)50 
Exercise of stock options and
issuance of other stock awards

 46
 (118) 
 364
 
 292
Exercise of stock options and
issuance of other stock awards
— 27 (34)— 290 — 283 
Common Stock repurchased
 
 
 
 (1,994) 
 (1,994)Common Stock repurchased— — — — (2,096)— (2,096)
Cash dividends declared
($0.96 per share)

 
 (1,409) 
 
 
 (1,409)
Cash dividends declared
($1.33 per share)
Cash dividends declared
($1.33 per share)
— — (1,867)— — — (1,867)
Dividends paid on noncontrolling
interest and other activities

 
 6
 
 
 (16) (10)Dividends paid on noncontrolling
interest and other activities
— — — — (20)(15)
Balances at December 31, 2018$
 $31,961
 $24,491
 $(10,630) $(20,185) $76
 $25,713
Balances at December 31, 2021Balances at December 31, 2021$— $32,097 $30,806 $(10,624)$(24,010)$54 $28,323 
Comprehensive earnings/(losses):             Comprehensive earnings/(losses):
Net earnings
 
 3,870
 
 
 15
 3,885
Net earnings— — 2,717 — — 2,726 
Other comprehensive earnings/
(losses), net of income taxes

 
 
 372
 
 (2) 370
Other comprehensive earnings/
(losses), net of income taxes
— — — (323)— (14)(337)
Exercise of stock options and
issuance of other stock awards

 58
 (132) 
 545
 
 471
Exercise of stock options and
issuance of other stock awards
— 46 (20)— 216 — 242 
Common Stock repurchased
 
 
 
 (1,499) 
 (1,499)Common Stock repurchased— — — — (2,000)— (2,000)
Cash dividends declared
($1.09 per share)

 
 (1,576) 
 
 
 (1,576)
Cash dividends declared
($1.47 per share)
Cash dividends declared
($1.47 per share)
— — (2,025)— — — (2,025)
Dividends paid on noncontrolling
interest and other activities

 
 
 
 
 (13) (13)Dividends paid on noncontrolling
interest and other activities
— — — — (12)(9)
Balances at December 31, 2019$
 $32,019
 $26,653
 $(10,258) $(21,139) $76
 $27,351
Balances at December 31, 2022Balances at December 31, 2022$— $32,143 $31,481 $(10,947)$(25,794)$37 $26,920 
See accompanying notes to the consolidated financial statements.

72

Table of Contents
Mondelēz International, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended December 31
(in millions of U.S. dollars)
 2019 2018 2017
CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES     
   Net earnings$3,885
 $3,395
 $2,842
   Adjustments to reconcile net earnings to operating cash flows:     
      Depreciation and amortization1,047
 811
 816
      Stock-based compensation expense135
 128
 137
      U.S. tax reform transition tax/(benefit)5
 (38) 1,317
      Deferred income tax (benefit)/provision(631) 233
 (1,228)
      Asset impairments and accelerated depreciation109
 141
 334
      Loss on early extinguishment of debt
 140
 11
      Net gain on divestitures(44) 
 (186)
      Net loss/(gain) on equity method investment transactions2
 (778) (40)
      Equity method investment net earnings(442) (548) (344)
      Distributions from equity method investments250
 180
 152
      Other non-cash items, net97
 381
 (225)
      Change in assets and liabilities, net of acquisitions and divestitures:     
            Receivables, net124
 257
 (24)
            Inventories, net31
 (204) (18)
            Accounts payable4
 236
 5
            Other current assets(77) (25) 14
            Other current liabilities(362) (136) (637)
      Change in pension and postretirement assets and liabilities, net(168) (225) (333)
         Net cash provided by operating activities3,965

3,948

2,593
CASH PROVIDED BY/(USED IN) INVESTING ACTIVITIES     
   Capital expenditures(925) (1,095) (1,014)
   Acquisitions, net of cash received(284) (528) 
   Proceeds from divestitures, net of disbursements167
 1
 604
   Proceeds from sale of property, plant and equipment and other82
 398
 109
         Net cash used in investing activities(960)
(1,224)
(301)
CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES     
   Issuances of commercial paper, maturities greater than 90 days1,306
 3,981
 1,808
   Repayments of commercial paper, maturities greater than 90 days(2,367) (2,856) (1,911)
   Net issuances/(repayments) of other short-term borrowings524
 (1,413) 1,027
   Long-term debt proceeds3,136
 2,948
 350
   Long-term debt repayments(2,677) (1,821) (1,470)
   Repurchases of Common Stock(1,480) (2,020) (2,174)
   Dividends paid(1,542) (1,359) (1,198)
   Other313
 211
 207
         Net cash used in financing activities(2,787) (2,329) (3,361)
Effect of exchange rate changes on cash, cash equivalents and
   restricted cash
10
 (56) 89
Cash, cash equivalents and restricted cash:     
   Increase/(decrease)228
 339
 (980)
   Balance at beginning of period1,100
 761
 1,741
   Balance at end of period$1,328
 $1,100
 $761
Cash paid:     
   Interest$486
 $491
 $398
   Income taxes$981
 $864
 $848

 202220212020
CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES
   Net earnings$2,726 $4,314 $3,569 
   Adjustments to reconcile net earnings to operating cash flows:
      Depreciation and amortization1,107 1,113 1,116 
      Stock-based compensation expense120 121 126 
      Deferred income tax provision/(benefit)(42)205 (70)
      Asset impairments and accelerated depreciation233 128 136 
      Loss on early extinguishment of debt38 110 185 
      Net gain on acquisition and divestitures— (8)— 
      Loss/(gain) on equity method investment transactions22 (742)(989)
      Equity method investment net earnings(385)(393)(421)
      Distributions from equity method investments184 172 246 
      Mark-to-market and other non-cash items, net426 (230)243 
      Change in assets and liabilities,
         net of acquisitions and divestitures:
            Receivables, net(719)(197)59 
            Inventories, net(635)(170)(24)
            Accounts payable715 702 436 
            Other current assets(286)(169)(207)
            Other current liabilities630 (502)(208)
      Change in pension and postretirement assets and liabilities, net(226)(313)(233)
         Net cash provided by operating activities3,908 4,141 3,964 
CASH PROVIDED BY/(USED IN) INVESTING ACTIVITIES
   Capital expenditures(906)(965)(863)
   Acquisitions, net of cash received(5,286)(833)(1,136)
   Proceeds from divestitures including equity method investments601 1,539 2,489 
   Proceeds from derivative settlements and other703 233 10 
         Net cash (used in)/provided by investing activities(4,888)(26)500 
CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES
   Issuances of commercial paper, maturities greater than 90 days— — 677 
   Repayments of commercial paper, maturities greater than 90 days— — (1,174)
   Net issuances/(repayments) of short-term borrowings1,914 194 (2,116)
   Long-term debt proceeds4,490 5,921 7,213 
   Long-term debt repayments(3,032)(6,247)(3,878)
   Repurchases of Common Stock(2,017)(2,110)(1,390)
   Dividends paid(1,985)(1,826)(1,678)
   Other174 (1)131 
         Net cash used in financing activities(456)(4,069)(2,215)
Effect of exchange rate changes on cash, cash equivalents and
   restricted cash
(169)(143)73 
Cash, cash equivalents and restricted cash:
   (Decrease)/increase(1,605)(97)2,322 
   Balance at beginning of period3,553 3,650 1,328 
   Balance at end of period$1,948 $3,553 $3,650 
Cash paid:
   Interest$551 $426 $413 
   Income taxes$1,103 $1,556 $1,264 
See accompanying notes to the consolidated financial statements.

73

Table of Contents
Mondelēz International, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 1. Summary of Significant Accounting Policies

Description of Business:
Mondelēz International, Inc. was incorporated in 2000 in the Commonwealth of Virginia. Mondelēz International, Inc., through its subsidiaries (collectively “Mondelēz International,” “we,” “us” and “our”), sells food and beverage products to consumers in over 150 countries.

Principles of Consolidation:
The consolidated financial statements include Mondelēz International, Inc. as well as our wholly owned and majority owned subsidiaries, except our Venezuelan subsidiaries whichthat were deconsolidated in 2015. All intercompany transactions are eliminated. The noncontrolling interest represents the noncontrolling investors’ interests in the results of subsidiaries that we control and consolidate. We account for investments over which we exercise significant influence under the equity method of accounting. Investments over which we do not have significant influence or control are not material and are carried at cost as there is no readily determinable fair value for the equity interests. Underinterests, these investments are carried at cost with changes in the cost method of accounting, earnings areinvestment recognized to the extent cash is received.

Use of Estimates:
We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which require us to make estimates and assumptions that affect a number of amounts in our consolidated financial statements. Significant accounting policy elections, estimates and assumptions include, among others, pension and benefit plan assumptions, valuation assumptions of goodwill and intangible assets, useful lives of long-lived assets, restructuring program liabilities, contingent consideration, marketing program accruals, insurance and self-insurance reserves, pension and benefit plan assumptions and income taxes. We base our estimates on historical experience, expectations of future impacts and other assumptions that we believe are reasonable. Given the uncertainty of the global economic environment, our estimates could be significantly different than future performance. If actual amounts differ from estimates, we include the revisionsupdates in our consolidated results of operations in the period the actual amounts become known. Historically,

War in Ukraine
In February 2022, Russia began a military invasion of Ukraine and we closed our operations and facilities in Ukraine. In March 2022, our two Ukrainian manufacturing facilities in Trostyanets and Vyshhorod were significantly damaged. During the aggregate differences, if any, betweenfirst quarter of 2022, we evaluated and impaired these and other related assets. We recorded $143 million of total expenses ($145 million after-tax) incurred as a direct result of the war, including $75 million recorded in asset impairment and exit costs, $44 million in cost of sales and $24 million in selling, general and administrative expenses. We recorded $75 million of property, plant and equipment impairments, $33 million of estimated inventory write-offs, $19 million of increased estimated allowances for trade receivables and $16 million in accrued expenses. During the remainder of 2022, we reversed approximately $22 million of previously recorded charges primarily as a result of higher than expected collection of trade receivables and inventory recoveries. We continue to consolidate both our Ukrainian and Russian subsidiaries and continue to evaluate our ability to control our operating activities and businesses on an ongoing basis. In connection with these findings and impacts, we have made estimates and assumptions based on information available to us. We base our estimates on historical experience, expectations of future impacts and actual amountsother assumptions that we believe are reasonable. Given the uncertainty of the ongoing effects of the war in any year have not had a material effectUkraine, and its impact on the global economic environment, our consolidated financial statements.

Our operations and management structure are organized into 4 operating segments:
Latin America
AMEA
Europe
North Americaestimates could be significantly different than future performance.
See Note 18, Segment Reporting, for additional information on our segments.
Currency Translation and Highly Inflationary Accounting:
We translate the results of operations of our subsidiaries from multiple currencies using average exchange rates during each period and translate balance sheet accounts using exchange rates at the end of each period. We record currency translation adjustments as a component of equity (except for highly inflationary currencies) and realized exchange gains and losses on transactions in earnings.

Highly inflationary accounting is triggered when a country’s three-year cumulative inflation rate exceeds 100%. It requires the remeasurement of financial statements of subsidiaries in the country, from the functional currency of the subsidiary to our U.S. dollar reporting currency, with currency remeasurement gains or losses recorded in earnings. As discussed below, beginning on July 1, 2018, we began to applyAt this time, within our consolidated entities, Argentina and Türkiyeare accounted for as highly inflationary accounting foreconomies. Argentina and Türkiye represent 1.6% and 0.7% of our operations in Argentina.
Argentina. During the second quarter of 2018, primarily based on published estimates which indicated that Argentina's three-year cumulative inflation rate exceeded 100%, we concluded that Argentina became a highly inflationary economy for accounting purposes. As of July 1, 2018, we began to apply highly inflationary accounting for our Argentinean subsidiaries and changed their functional currency from the Argentinean peso to the U.S. dollar. On July 1, 2018, both monetary and non-monetary assets and liabilities denominated in Argentinean pesos were remeasured into U.S. dollars using the exchange rate as of the balance sheet date, with remeasurement and other transaction gains and losses recorded in net earnings. As of December 31, 2019, our Argentinean operations had less than $1 million of Argentinean peso denominated net monetary liabilities. Our Argentinean operations contributed $382 million, or 1.5% of consolidated net revenues, in 2019. We recorded awith remeasurement gainlosses of

$4 $39 million and $1 million in 2019 and a remeasurement loss2022, respectively.
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Table of $11 million in 2018 within selling, general and administrative expenses related to the revaluation of the Argentinean peso denominated net monetary position over these periods.

Brexit. In 2019, we generated 8.6% of our net revenues in the United Kingdom. On January 31, 2020, the United Kingdom began the withdrawal process from the European Union under the European and U.K. Parliament approved Withdrawal Agreement. During a transition period currently scheduled to end on December 31, 2020, the United Kingdom will effectively remain in the E.U.’s customs union and single market while a trade deal with the European Union is negotiated. The deadline for extending the transition period ends on June 30, 2020. If the transition period is not extended, on December 31, 2020, the United Kingdom will either exit the European Union without a trade deal or will begin a new trade relationship with the European Union. During the transition period, we continue to take protective measures in response to the potential impacts on our results of operations and financial condition. Following the Brexit vote in June 2016, there was significant volatility in the global stock markets and currency exchange rates. The value of the British pound sterling relative to the U.S. dollar declined significantly and negatively affected our translated results reported in U.S. dollars. If the ultimate terms of the United Kingdom’s separation from the European Union negatively impact the U.K. economy or result in disruptions to sales or our supply chain, the impact to our results of operations and financial condition could be material. We have taken measures to increase our resources in customer service & logistics together with increasing our inventory levels of imported raw materials, packaging and finished goods in the United Kingdom to help us manage through the Brexit transition and the inherent risks.Contents

Other Countries. Since we sell our products in over 150 countries and have operations in approximately 80 countries, we monitor economic and currency-related risks and seek to take protective measures in response to these exposures. Some of the countries in which we do business have recently experienced periods of significant economic uncertainty and exchange rate volatility, including Brazil, China, Mexico, Russia, Ukraine, Turkey, Egypt, Nigeria, South Africa and Pakistan. We continue to monitor operations, currencies and net monetary exposures in these countries. At this time, we do not anticipate that these countries are at risk of becoming highly inflationary economies.
Cash, Cash Equivalents and Restricted Cash:
Cash and cash equivalents include demand deposits with banks and all highly liquid investments with original maturities of three months or less. AsWe also had restricted cash within other current assets of $25 million as of December 31, 2019, we also had $372022 and $7 million as of restricted cash recorded within other current assets.December 31, 2021. Total cash, cash equivalents and restricted cash was $1,328$1,948 million as of December 31, 2019.2022 and $3,553 million as of December 31, 2021.

Allowances for Credit Losses:
Allowances for credit losses are recorded against our receivables. They are developed at a country and region level based on historical collection experiences, current economic condition of specific customers and the forecasted economic condition of countries using various factors such as bond default rates and consumption indexes. We write off receivables once it is determined that the receivables are no longer collectible and as allowed by local laws.

Changes in allowances for credit losses consisted of:
Allowance for Trade ReceivablesAllowance for Other Current ReceivablesAllowance for Long-Term Receivables
 (in millions)
Balance at January 1, 2021$(42)$(42)$(12)
Current period provision for expected credit losses(3)(13)— 
Write-offs charged against the allowance
Currency— 
Balance at December 31, 2021$(37)$(49)$(10)
Current period provision for expected credit losses(13)(14)(3)
Write-offs charged against the allowance— 
Currency(1)
Balance at December 31, 2022$(45)$(59)$(14)

Transfers of Financial Assets:
We account for transfers of financial assets, such as uncommitted revolving non-recourse accounts receivable factoring arrangements, when we have surrendered control over the related assets. Determining whether control has transferred requires an evaluation of relevant legal considerations, an assessment of the nature and extent of our continuing involvement with the assets transferred and any other relevant considerations. We use receivable factoring arrangements periodically when circumstances are favorable to manage liquidity. We have nonrecourse factoring arrangements in which we sell eligible trade receivables primarily to banks in exchange for cash. We may then continue to collect the receivables sold, acting solely as a collecting agent on behalf of the banks. The outstanding principal amount of receivables under these arrangements amounted to $516 million as of December 31, 2022, $761 million as of December 31, 2021 and $760 million as of December 31, 2019, $819 million as of December 31, 2018 and $843 million as of December 31, 2017.2020. The incremental costs of factoring receivables under this arrangementthese arrangements were approximately $10 million or less in each of the yearsnot material for all periods presented. The proceeds from the sales of receivables are included in cash from operating activities in the consolidated statements of cash flows.

Inventories:
We record our inventory using the average cost method and record inventory allowancesreserves for overstockexcess and obsolete inventory.

Long-Lived Assets:
Property, plant and equipment are stated at historical cost and depreciated by the straight-line method over the estimated useful lives of the assets with the expense recorded in cost of sales or selling, general and administrative expenses depending on the nature of the long-lived assets. Machinery and equipment are depreciated over periods ranging from 3 to 20 years and buildings and building improvements over periods up to 40 years.

We review long-lived assets, including amortizabledefinite-life intangible assets, for realizability on an ongoing basis. Changes in depreciation, generally accelerated depreciation, are determined and recorded when estimates of the remaining

useful lives or residual values of long-term assets change. We alsoamortize definite-life intangible assets over their estimated useful lives and evaluate them for impairment as we do other long-lived assets. We review for impairment when conditions exist that indicate the carrying amount of the assets may not be fully recoverable. In those circumstances, we perform undiscounted operating cash flow analyses to determine if an impairment exists. When testing for asset impairment, we group assets and liabilitiesliability groups at the lowest level for which cash flows are separately identifiable.identifiable to determine if an impairment exists. Any impairment loss is calculated as the excess of the asset’s carrying value over its estimated fair value. Fair value is estimated based on
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the discounted cash flows for the asset group over the remaining useful life or based on the expected cash proceeds for the asset less costs of disposal. Any significant impairment losses would be recorded within asset impairment and exit costs in the consolidated statements of earnings.

Leases:
We determine whether a contract is or contains a lease at contract inception. On January 1, 2019, we began to record operating leases on our consolidated balance sheet. We elected not to recognize right-of-use ("ROU") assets and lease liabilities forFor short-term operating leases with terms of 12 months or less. Long-term operating lease ROUless, we do not recognize right-of-use (“ROU”) assets and long-term operating lease liabilities are presented separately and operating lease liabilities payable in the next twelve months are recorded in other current liabilities. Finance lease ROU assets continue to be presented in property, plant and equipment and the related finance lease liabilities continue to be presented in the current portion of long-term debt and long-term debt.
Lease ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets are recognized at commencement date at the value of the lease liability, adjusted for any prepayments, lease incentives received and initial direct costs incurred. Lease liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. The non-recurring fair value measurement is classified as Level 3 as no fair value inputs are observable. As the implicit interest rate implicit in the lease is not readily determinable, in most of our leases, we use our country-specific incremental borrowing rate based onto discount the lease term using information available at commencement date in determining the present value of lease payments. liabilities.

Our lease termsleases may include options to extend or terminate the lease, which are included in the lease term when it is reasonably certain that we will exercise that option. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Many of our leases contain non-lease components (e.g. product costs, common-area or other maintenance costs) that relate to the lease components of the agreement. Non-leaseWe account for lease and non-lease components and the lease components to which they relate are accounted for as a single lease component as we have elected to combine lease and non-lease components for all classes of underlying assets.component.

Amortization of ROU lease assets is calculated on a straight-line basis over the lease term with the expense recorded in cost of sales or selling, general and administrative expenses depending on the nature of the leased item. Interest expense is recorded over the lease term and is recorded in interest expense (based on a front-loaded interest expense pattern) for finance leases and is recorded in cost of sales or selling, general and administrative expenses (on a straight-line basis) for operating leases. All operatingVariable lease cash payments, which are primarily comprised of product costs, insurance and interesttax payments based on finance leasesusage or output, are recorded within cash flows from operating activitiesrecognized when the expense is incurred. Finance lease ROU assets are presented in property, plant and allequipment and the related finance lease principal paymentsliabilities are recorded within cash flows from financing activitiespresented in the consolidated statementscurrent portion of cash flows.long-term debt and long-term debt.

Software Costs:
We capitalize certain computer software and software development costs incurred in connection with developing or obtaining computer software for internal use. Capitalized software costs are included in property, plant and equipment and amortized on a straight-line basis over the estimated useful lives of the software, which do not exceed seven years.

Goodwill and Non-AmortizableIndefinite-Life Intangible Assets:
We test goodwill and non-amortizableindefinite-life intangible assets for impairment on an annual basis on July 1. We assess goodwill impairment risk throughout the year by performing a qualitative review of entity-specific, industry, market and general economic factors affecting our goodwill reporting units. We review our operating segment and reporting unit structure for goodwill testing annually or as significant changes in the organization occur. Annually, we may perform qualitative testing, or depending on factors such as prior-year test results, current year developments, current risk evaluations and other practical considerations, we may elect to do quantitative testing instead. In our quantitative testing, we compare a reporting unit’s estimated fair value with its carrying value. We estimate a reporting unit’s fair value using a discounted cash flow method that incorporates planned growth rates, market-based discount rates and estimates of residual value. This year, for our Europe and North America reporting units, we used a market-based, weighted-average cost of capital of 5.9% to discount the projected cash flows of those operations. For our Latin America and AMEA reporting units, we used a risk-rated discount rate of 8.9%. Estimating the fair value of individual reporting units requires us to make assumptions and estimates regarding our future

plans, industry and economic conditions, and our actual results and conditions may differ over time. If the carrying value of a reporting unit’s net assets exceeds its fair value, we would recognize an impairment charge for the amount by which the carrying value exceeds the reporting unit’s fair value.

Annually, we assess non-amortizableindefinite-life intangible assets for impairment by performing a qualitative review and assessing events and circumstances that could affect the fair value or carrying value of the indefinite-livedthese intangible assets. If significant potential impairment risk exists for a specific asset, we quantitatively test it for impairment by comparing its estimated fair value with its carrying value. We determine estimated fair value usingDuring our annual testing, we use several accepted valuation methods, including Relief from Royalty, excess earnings and excess margin, that utilize estimates of future sales, earnings growth rates, royalty rates and discount rates.rates in determining a brand’s global fair value. If the carrying value of the asset exceeds its fair value, we consider the asset impaired and reduce its carrying value to the estimated fair value. We amortize definite-lived intangible

Held for Sale:
Assets and liabilities to be disposed of by sale ("disposal groups") are reclassified into assets and liabilities held for sale on our consolidated balance sheets. The reclassification occurs when all the held for sale criteria have been met, including when management having the requisite authority have committed to a plan to sell the assets within one year. Disposal groups are measured at the lower of carrying value or fair value less costs to sell and are not depreciated or amortized. The fair value of a disposal group, less any costs to sell, is assessed each reporting
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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.

Business Combinations:
The assets acquired and liabilities assumed upon the acquisition or consolidation of a business are recorded at fair value, with the residual of the purchase price allocated to goodwill. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to assets acquired and liabilities assumed with the corresponding offset to goodwill. The results of operations of an acquired business are included in our operating results from the date of acquisition.

Further, certain of our acquisitions may include earn-out provisions or other forms of contingent consideration. As of the acquisition date, we record contingent consideration, as applicable, at the estimated fair value of expected future payments associated with the earn-out. Any changes to the recorded fair value of contingent consideration will be recognized as expenses or earnings in the period in which they occur.

Legal costs, due diligence costs, business valuation costs and all other business acquisition costs are expensed when incurred.

Equity Method Investments:
Equity method investments consist of our investments in entities in which we maintain an equity ownership interest and apply the equity method of accounting due to our ability to exert significant influence over decisions relating to their estimated useful livesoperating and evaluate them for impairmentfinancial affairs. Revenue and expenses of our equity method investees are not consolidated into our financial statements; rather, our proportionate share of the earnings of each investee is reflected as we doequity method investment net earnings. The carrying values of our equity method investments are also impacted by our proportionate share of items impacting the investee's accumulated other long-lived assets.comprehensive income or losses and other items, such as our share of investee dividends.

Insurance and Self-Insurance:
We use a combination of insurance and self-insurance for a number of risks, including workers’ compensation, general liability, automobile liability, product liability and our obligation for employee healthcare benefits. We estimate the liabilities associated with these risks on an undiscounted basis by evaluating and making judgments about historical claims experience and other actuarial assumptions and the estimated impact on future results.

Revenue Recognition:
We predominantly sell food and beverage products across several product categories and in all regions as disclosed in Note 18, Segment Reporting. We recognize revenue when control over the products transfers to our customers, which generally occurs upon delivery or shipment of the products. A small percentage of our net revenues relates to the licensing of our intellectual property, predominantly brand and trade names, and we record these revenues when earned within the period of the license term. We account for product shipping, handling and insurance as fulfillment activities with revenues for these activities recorded within net revenue and costs recorded within cost of sales. Any taxes collected on behalf of government authorities are excluded from net revenues.

Revenues are recorded net of trade and sales incentives and estimated product returns. Known or expected pricing or revenue adjustments, such as trade discounts, rebates or returns, are estimated at the time of sale. We base these estimates of expected amounts principally on historical utilization and redemption rates. Estimates that affect revenue, such as trade incentives and product returns, are monitored and adjusted each period until the incentives or product returns are realized.

Key sales terms, such as pricing and quantities ordered, are established on a frequent basis such that most customer arrangements and related incentives have a one year or shorter duration. As such, we do not capitalize contract inception costs and we capitalize product fulfillment costs in accordance with U.S. GAAP and our inventory policies. We generally do not have any unbilled receivables at the end of a period.costs. Deferred revenues are not material and primarily include customer advance payments typically collected a few days before product delivery, at which time deferred revenues are reclassified and recorded as net revenues. We generally do not receive noncashnon-cash consideration for the sale of goods nor do we grant payment financing terms greater than one year.

Marketing, Advertising and Research and Development:
We promote our products with marketing and advertising programs. These programs include, but are not limited to, cooperative advertising, in-store displays and consumer marketing promotions. For interim reporting purposes, advertising, consumer promotion and marketing research expenses are charged to operations as a percentage of volume, based on estimated sales volume and estimated program spending. We do not defer costs on our year-end consolidated balance sheetsheets and all marketing and advertising costs are recorded as an expense in the year incurred. Advertising expense was $1,208$1,670 million in 2019, $1,1732022, $1,564 million in 20182021 and $1,248$1,376 million in 2017.2020. We
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expense product research and development costs as incurred. Research and development expense was $351$346 million in 2019, $3622022, $347 million in 20182021 and $366$332 million in 2017.2020. We record marketing and advertising as well as research and development expenses within selling, general and administrative expenses.

Stock-based Compensation:
Stock-basedWe maintain a share-based compensation awardedplan, which authorizes the granting of various equity-based incentives, including stock options (including stock appreciation rights), deferred stock units (DSUs) and performance share units (PSUs). Stock compensation expense is amortized to employees and non-employee directors is valued at fair value on the grant date. We record stock-based compensation expense over the vesting period, generally three years.

Stock options are granted with an exercise price equal to the closing market price of our Common Stock on the grant date. Substantially all of the options become exercisable in three annual installments beginning a year from the grant date and generally expire 10 years from the grant date. We use the Black-Scholes Model to measure the fair value of stock options granted to employees. The expected life of the options represents the period of time the options are expected to be outstanding and is based on historical trends. Expected stock price volatility is based on the implied and historical volatility of the Company’s stock. The expected dividend yield is based on the Company’s most recent annual dividend rate. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant with a term equal to the expected life.

DSUs are typically granted to selected management employees on an annual basis and vest over three years. Dividend equivalents are paid during the vesting period. The fair value of our DSUs and other stock-based awards is measured at the market price of our Common Stock on the grant date.

PSUs vest based on varying performance, market and service conditions. Dividend equivalents accumulated over the vesting period are paid after vesting. The grant date fair value of PSUs is determined based on the Monte Carlo simulation model for the market-based component and the market price of our Common Stock on the grant date for performance-based components. The final award may equal 0-200 percent of the target grant, based on the achievement of the performance and market-based components.

Forfeitures are estimated on the grant date for all of our stock-based compensation awards.


Employee Benefit Plans:
We provide a range of benefits to our current and retired employees including pension benefits, defined contribution plan benefits, postretirement health care benefits and postemployment primarily severance-related benefits depending upon local statutory requirements, employee tenure and service requirements as well as other factors. The cost for these plans is recognized in earnings primarily over the working life of the covered employee.

Financial Instruments:
We use financial instruments to manage our currency exchange rate, commodity price and interest rate risks. We monitor and manage these exposures as part of our overall risk management program, which focuses on the unpredictability of financial markets and seeks to reduce the potentially adverse effects that the volatility of these markets may have on our operating results. A principal objective of our risk management strategies is to reduce significant, unanticipated earnings fluctuations that may arise from volatility in currency exchange rates, commodity prices and interest rates, principally through the use of derivative instruments.rates.
We use a combination of primarily currency forward contracts, futures, options and swaps; commodity forward contracts, futures and options; and interest rate swaps to manage our exposure to cash flow variability, protect the value of our existing currency assets and liabilities and protect the value of our debt. See Note 10,
Financial Instruments, for more information on the types of derivative instruments we use.
We record derivative financial instruments on a gross basis and at fair value in our consolidated balance sheets within other current assets or other current liabilities due to their relatively short-term duration. Cash flows related to the settlement of derivative instruments designated as net investment hedges of foreign operations are classified in the consolidated statements of cash flows within investing activities. All other cash flows related to derivative instruments that are designated, and those that are economic hedges, are classified in the same line item as the cash flows of the related hedged item, which is generally within operating activities. Cash flows related to the settlement of all other free-standing derivative instruments are classified within investing activities. Changes in the fair value of a derivative that is designated as a cash flow hedge, to the extent that the hedge is effective, are recorded in accumulated other comprehensive earnings/(losses) and reclassified to earnings when the hedged item affects earnings. Changes in fair value of economic hedges and the ineffective portion of all hedges are recognized in current period earnings. Changes in the fair value of a derivative that is designated as a fair value hedge, along with the changes in the fair value of the related hedged asset or liability, are recorded in earnings in the same period. We use non-U.S. dollar denominated debt to hedge a portion of our net investment in non-U.S. operations against adverse movements in exchange rates. Currency movements related to our non-U.S. debt and our net investments in non-U.S. operations, as well as the related deferred taxes, are recorded within currency translation adjustment in accumulated other comprehensive earnings/(losses).
In order to qualify for hedge accounting, a specified level of hedging effectiveness between the derivative instrument and the item being hedged must exist at inception and throughout the hedged period. We must also formally document the nature of and relationship between the derivative and the hedged item, as well as our risk management objectives, strategies for undertaking the hedge transaction and method of assessing hedge effectiveness. Additionally, for a hedge of a forecasted transaction, the significant characteristics and expected term of the forecasted transaction must be specifically identified, and it must be probable that the forecasted transaction will occur. If it is no longer probable that the hedged forecasted transaction will occur, we would recognize the gain or loss related to the derivative in earnings.
When we use derivatives, we are exposed to credit and market risks. Credit risk exists when a counterparty to a derivative contract might fail to fulfill its performance obligations under the contract. We reduce our credit risk by entering into transactions with counterparties with high quality, investment grade credit ratings, limiting the amount of exposure with each counterparty and monitoring the financial condition of our counterparties. We also maintain a policy of requiring that all significant, non-exchange traded derivative contracts with a duration of one year or longer are governed by an International Swaps and Derivatives Association master agreement. Market risk exists when the value of a derivative or other financial instrument might be adversely affected by changes in market conditions and commodity prices, currency exchange rates or interest rates. We manage derivative market risk by limiting the types of derivative instruments, and derivative strategies we use, and the degree of market risk that we plan to hedge through the use of derivative instruments.

We record derivative financial instruments on a gross basis in our consolidated balance sheets. The fair value of our instruments are recorded within other current assets, other assets, other current liabilities, and other liabilities in our consolidated balance sheets.

Mark-to-market gains or losses related to our economic hedges are classified in the consolidated statements of cash flows in other non-cash items, net, within operating activities. Cash flows related to the settlement of derivative instruments designated as hedges of net investments in non-U.S. operations are classified in the consolidated
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statements of cash flows within investing activities. Cash flows related to derivative instruments that are designated or settled economic hedges are classified in the same line item as the cash flows of the related hedged item. Cash flows related to the settlement of all other free-standing derivative instruments are classified within investing activities.

Commodity derivatives. We are exposed to price risk related to forecasted purchases of certain commodities that we primarily use as raw materials. We enter into commodity forward, contracts primarily for wheat, sugarfutures and other sweeteners, soybean and vegetable oils and cocoa.option contracts. Commodity forward contracts generally are not subject to the

accounting requirements for derivative instruments and hedging activities under the normal purchases exception. We also use commodity futures and options to hedge the price of certain input costs, including cocoa, energy costs, sugar and other sweeteners, wheat, packaging, dairy, corn, and soybean and vegetable oils. We also sell commodity futures to unpricehedge future purchase commitments, and wecommitments. We occasionally use related futures to cross-hedge a commodity exposure. We are not a party to leveraged derivatives and, by policy, do not use financial instruments for speculative purposes.

Currency exchange derivatives. We use various financial instruments to mitigate our exposure to changes in exchange rates from third-party and intercompany current and forecasted transactions. These instruments may include currency exchange forward contracts, futures, options and swaps. Based on the size and location of our businesses, we use these instruments to hedge our exposure to certain currencies, including the euro, pound sterling, Swiss franc, Canadian dollar and Mexican peso. Any unrealized gains or losses (mark-to-market impacts) and realizedmark-to-market gains or losses are recorded in earnings (see Note 10, Financial Instruments, for additional information).

Currency exchange derivatives. We enter into currency exchange forward contracts, futures, options and swaps.to mitigate our exposure to changes in exchange rates from third-party and intercompany current and forecasted transactions. Any mark-to-market gains or losses are recorded in earnings (see Note 10, Financial Instruments, for additional information).

Interest rate cash flow and fair value hedges. We manage interest rate volatility by modifying the pricing or maturity characteristics of certain liabilities so that the net impact on expense is not, on a material basis, adversely affected by movements in interest rates. As a result of interest rate fluctuations, hedged fixed-rate liabilities appreciate or depreciate in market value. We expect the effect of this unrealized appreciation or depreciation to be substantially offset by our gains or losses on the derivative instruments that are linked to these hedged liabilities. We use derivative instruments, including interest rate swaps that have indices related to the pricing of specific liabilities as part of our interest rate risk management strategy. As a matter of policy, we do not use highly leveraged derivative instruments for interest rate risk management. We use interest rate swaps to economically convert a portion of our fixed-rate debt into variable-rate debt. Under the interest rate swap contracts, we agree with other parties to exchange, at specified intervals, the difference between fixed-rate and floating-rate interest amounts, which is calculated based on an agreed-upon notional amount. We use interest rate swaps to hedge the variability of interest payment cash flows on a portion of our future debt obligations. We also execute cross-currency interest rate swaps to hedge interest payments on newly issued debt denominated in a different currency than the functional currency of the borrowing entity. Substantially all of these derivative instruments are highly effective and qualify for hedge accounting treatment. Changes in the fair value of derivatives that are designated as a cash flow hedge, to the extent the hedge is effective, are recorded in accumulated other comprehensive earnings/(losses), net of deferred taxes, and reclassified to earnings when the hedged item affects earnings (see Note 10, Financial Instruments, for additional information). 

Hedges of net investments in non-U.S. operations. We have numerous investments outside the United States. The net assets of these subsidiaries are exposed to changes and volatility in currency exchange rates. We use local currency denominated debt to hedge our non-U.S. net investments against adverse movements in exchange rates. We designated our euro, pound sterling, Swiss franc and Canadianmay designate non-U.S. dollar-denominated borrowings in the U.S. as a net investment hedge of a portion of our overall internationalnon-U.S. operations. The gains and losses on our net investment in these designated internationalnon-U.S. operations are economically offset by losses and gains on our euro, pound sterling, Swiss franc and Canadiandesignated dollar-denominated borrowings. The change in the debt’s value,revaluation of designated borrowings, net of deferred taxes, is recorded in thewithin currency translation adjustment component ofin accumulated other comprehensive earnings/(losses) (see Note 10, Financial Instruments, for additional information).
Additionally, beginning in the first quarter of 2018, we entered into cross-currency interest rate swaps and forwards
We use derivatives instruments to hedge certain investments in our non-U.S. operations against movements in exchange rates. These instruments may include cross-currency interest rate swaps, forwards and options. The after-tax gain/(loss) on these net investment hedge contracts, net of deferred taxes, is recorded in thewithin cumulative translation adjustment section ofin accumulated other comprehensive income and the pre-tax impacts of the cash flows from these contracts are reported as other investing activities in the consolidated statement of cash flows.earnings/(losses) (see Note 10, Financial Instruments, for additional information).

Income Taxes:
Our provision for income taxes includes amounts payable or refundable for the current year, the effects of deferred taxes and impacts from uncertain tax positions. We recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement and tax basis of our assets and liabilities, operating loss carryforwards and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which those differences are expected to reverse.

The realization of certain deferred tax assets is dependent on generating sufficient taxable income in the appropriate jurisdiction prior to the expiration of the carryforward periods. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. When assessing the need for a valuation allowance, we consider any carryback potential, future reversals of existing taxable temporary differences (including liabilities for unrecognized tax benefits), future taxable income and tax planning strategies.


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We recognize tax benefits in our financial statements from uncertain tax positions only if it is more likely than not that the tax position will be sustained based on the technical merits of the position. The amount we recognize is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon resolution. Future changes related to the expected resolution of uncertain tax positions could affect tax expense in the period when the change occurs.

We monitor for changes in tax laws and reflect the impacts of tax law changes in the period of enactment. When there is refinement to tax law changes in subsequent periods, we account for the new guidance in the period when it becomes known.

New Accounting Pronouncements:
In December 2019,October 2021, the Financial Accounting Standards Board ("FASB"(“FASB”) issued an Accounting Standards Update ("ASU"(“ASU”) that removes certain exceptionswhich requires companies to recognize and measure customer contract assets and contract liabilities acquired in accounting for income taxes, improves consistency in applicationa business combination as if the acquiring company originated the related revenue contracts. Prior to adopting this ASU, acquired contract assets and clarifies existing guidance.liabilities were measured at fair value. This ASU is effective for fiscal years beginning after December 15, 2020, with2022 and early adoption is permitted. We do not expectare evaluating the timing and effects of adopting this ASU to have a material impact on our consolidated financial statements.

In October 2018, the FASB issued an ASU that permits the use of the Secured Overnight Financing Rate ("SOFR") Overnight Index Swap ("OIS") Rate as a U.S. benchmark interest rate for hedge accounting purposes. We adopted the new standard on January 1, 2019 and there was no material impact to our consolidated financial statements upon adoption.

In August 2018, the FASB issued an ASU that aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs for internal-use software. This ASU is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. We will adopt this ASU as of January 1, 2020 andcurrently we do not expect this ASU to have a material impact on our consolidated financial statements.

In August 2018,March 2020 and subsequently in January 2021 and December 2022, the FASB issued an ASU that modifiesASUs to provide optional accounting guidance for a limited period of time to ease the disclosurepotential burden in accounting for reference rate reform. The guidance provides optional expedients and exceptions to existing accounting requirements for employers that sponsor defined benefit pension or other postretirement plans.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 ASU is effective for fiscal years ending after December 15, 2020, with early adoption permitted. We will adopt this ASUnew accounting requirements can be applied as of the beginning of the interim period including March 12, 2020, or any date thereafter, through December 31, 2020. The new2024. We adopted this standard will impact our year-end disclosures onlyin the fourth quarter of 2022 and isit did not expected to have ana material impact on our consolidated financial statements.

In August 2018,September 2022, the FASB issued an ASU that modifieswhich enhances the transparency of supplier finance programs by requiring additional disclosure requirementsabout the key terms of these programs and a roll-forward of the related obligations to understand the effects of these programs on fair value measurements.working capital, liquidity and cash flows. The ASU is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. We will adopt this ASU as of January 1, 2020. The new standard will impact our disclosures and is not expected to have an impact on our consolidated financial statements.

In June 2018,2022, except for the FASB issued an ASU that requires entities to record share-based payment transactions for acquiring goods and services from non-employees at fair value as of adoption date. The ASUroll-forward requirement, which is effective for fiscal years beginning after December 15, 2018, with early2023. Early adoption is permitted. We adoptedare currently assessing the standard as of January 1, 2019 and there was no material impact to our consolidated financial statements upon adoption.

In February 2018, the FASB issued an ASU that permits entities to elect a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the 2017 enactment of U.S. tax reform legislation. The ASU is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We did not elect to reclassify these stranded tax effects from U.S. tax reform when we adopted this ASU in the first quarter of 2019. As such, this ASU did not have a material impact on our consolidated financial statements. Our policy is to release stranded tax effects from accumulated other comprehensive income under the portfolio method rather than on an individual item by item basis.statements and related disclosures.

In July 2017, the FASB issued an ASU on financial instruments that allows for the exclusion














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Table of a down round feature when evaluating whether or not the instrument or embedded feature requires derivative classification. The ASU is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We adopted the standard as of January 1, 2019 and there was no material impact to our consolidated financial statements upon adoption.Contents

In June 2016, the FASB issued an ASU on the measurement of credit losses on financial instruments. This ASU requires entities to measure the impairment of certain financial instruments, including trade receivables, based on

expected losses rather than incurred losses. This ASU is effective for fiscal years beginning after December 15, 2019, with early adoption permitted for financial statement periods beginning after December 15, 2018. We will adopt this ASU as of January 1, 2020 and we do not expect this ASU to have a material impact on our consolidated financial statements.
In February 2016, the FASB issued an ASU on lease accounting to increase transparency and comparability among organizations by requiring the recognition of Right of Use ("ROU") assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The ASU revises existing U.S. GAAP and outlines a new model for lessors and lessees to use in accounting for lease contracts. The guidance requires lessees to recognize a ROU asset and a lease liability on the balance sheet for all leases, with the exception of short-term leases. In the statement of earnings, lessees will classify leases as either operating or financing. In July 2018, the FASB issued an ASU which allows for an alternative transition approach, which will not require adjustments to comparative prior-period amounts. The ASU is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We adopted the new standard on January 1, 2019. We elected to apply the package of practical expedients that allowed us not to reassess the lease classification and initial direct costs for expired or existing leases or whether expired or existing contracts contain leases. We elected not to separate non-lease components from lease components and to account for both as a single lease component by class of the underlying asset. The impact of adopting the standard included the initial recognition as of January 1, 2019, of $710 million of lease related assets and $730 million of lease related liabilities on our consolidated balance sheet. The transition method we elected for adoption a cumulative effect adjustment to retained earnings as of January 1, 2019, which was not material.

Note 2. DivestituresAcquisitions and AcquisitionsDivestitures

Acquisitions

Ricolino
On July 16, 2019,November 1, 2022, we acquired a majority interest100% of the equity of Grupo Bimbo's confectionery business, Ricolino, located primarily in a U.S. refrigerated nutrition bar company, Perfect Snacks, withinMexico. The acquisition of Ricolino builds on our North America segmentcontinued prioritization of fast-growing snacking segments in key geographies. The cash consideration paid for $284 million cash paid,Ricolino totaled 26 billion Mexican pesos ($1.3 billion), net of cash received, and expanded our position in broader snacking. received.

We are working to complete the valuation workof assets acquired and liabilities assumed and have recorded a preliminary purchase price allocation of:
(in millions)
Cash$22 
Receivables86 
Inventory70 
Other current assets
Property, plant and equipment144 
Operating leases right of use assets17 
Definite life intangible assets218 
Indefinite life intangible assets339 
Goodwill714 
Assets acquired$1,613 
Current liabilities177 
Deferred tax liability77 
Operating lease liabilities17 
Other liabilities12 
Total purchase price$1,330 
Less: cash received(22)
Net Cash Paid$1,308 

Within indefinite-life intangible assets, we allocated $339 million to trade names. The fair value for the Ricolino, Dulces Vero, LaCorona and Coronado trade names were determined using the Relief from Royalty method, a form of $31the income approach, at the acquisition date. The fair value measurement of indefinite-life intangible assets are based on significant unobservable inputs, and thus represent Level 3 inputs. Significant assumptions used in assessing the fair values of intangible assets include estimates of future sales, discount and royalty rates.

Goodwill was determined as the excess of the purchase price over the fair value of the net assets acquired and arises principally as a result of expansion opportunities and synergies across both new and legacy product categories in Mexico. None of the goodwill recognized is expected to be deductible for income tax purposes. All of the goodwill was assigned to the Latin American operating segment.

Ricolino added incremental net revenues of $105 million and operating income of $1 million in 2022. In 2022, we recorded several items within acquisition-related costs that resulted in income of $64 million as realized gains related to hedging contracts associated with acquisition funds more than offset other acquisition transaction costs.We incurred acquisition integration costs of $11 million and an inventory step-up charge of $5 million in 2022.
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Clif Bar
On August 1, 2022, we acquired 100% of the equity of Clif Bar & Company (“Clif Bar”), a leading U.S. maker of nutritious energy bars with organic ingredients. The acquisition expands our global snack bar business and complements our refrigerated snacking and performance nutrition bar portfolios. The total cash payment of $2.9 billion includes purchase price consideration of $2.6 billion, net of cash received, and one-time compensation expense of $0.3 billion related to the buyout of the non-vested employee stock ownership plan ("ESOP") shares. This compensation expense is considered an acquisition-related cost. The acquisition of Clif Bar includes a contingent consideration arrangement that may require us to pay additional consideration to the sellers for achieving certain revenue and earnings targets in 2025 and 2026 that exceed our base financial projections for the business implied in the upfront purchase price. The possible payments range from zero to a maximum total of $2.4 billion, with higher payouts requiring the achievement of targets that generate rates of returns in excess of the base financial projections. The estimated fair value of the contingent consideration obligation at the acquisition date was $440 million determined using a Monte Carlo simulation. Significant assumptions used in assessing the fair value of the liability include financial projections for net revenue, gross profit, and earnings before interest, tax, depreciation and amortization ("EBITDA"), as well as discount and volatility rates.

We are working to complete the valuation of assets acquired and liabilities assumed and have recorded a preliminary purchase price allocation of:
(in millions)
Cash$99 
Receivables76 
Inventory124 
Other current assets
Property, plant and equipment186 
Operating leases right of use assets22 
Deferred tax assets92 
Definite life intangible assets200 
Indefinite life intangible assets1,450 
Goodwill1,020 
Other assets11 
Assets acquired$3,289 
Current liabilities159 
Contingent consideration440 
Other liabilities15 
Total purchase price$2,675 
Less: cash received(99)
Net Cash Paid$2,576 

Within indefinite-life intangible assets, we allocated $1,450 million to trade names. The fair value for the ClifandLuna trade names were determined using the Relief from Royalty method, a form of the income approach, at the acquisition date. The fair value measurement of indefinite-life intangible assets are based on significant unobservable inputs, and thus represent Level 3 inputs. Significant assumptions used in assessing the fair values of intangible assets include estimates of future sales, discount and royalty rates. We expect to generate a meaningful cash tax benefit over time from the amortization of acquisition-related intangibles.

Goodwill was determined as the excess of the purchase price over the fair value of the net assets acquired and arises principally as a result of expansion opportunities and synergies across the U.S. and other key markets. All of the goodwill was assigned to the North America operating segment. Tax deductible goodwill is estimated to be $1.4 billion and will be amortized.

Clif Bar added incremental net revenues of $361 million and operating income of $13 million in 2022. We incurred an inventory step-up charge of $20 million and acquisition integration costs of $30 million in 2022. These acquisition integration costs include an increase to the contingent consideration liability due to changes to underlying assumptions. Refer to Note 10, Financial Instruments for additional information. We also incurred acquisition-related
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costs of $296 million in 2022. These acquisition-related costs are primarily related to the buyout of the non-vested ESOP shares.

Chipita
On January 3, 2022, we acquired 100% of the equity of Chipita Global S.A. (“Chipita”), a leading croissants and baked snacks company in the Central and Eastern European markets. The acquisition of Chipita offers a strategic complement to our existing portfolio and advances our strategy to become the global leader in broader snacking. The cash consideration paid for Chipita totaled €1.2 billion ($1.4 billion), net of cash received, plus the assumption of Chipita’s debt of €0.5 billion ($0.4 billion) for a total purchase price of €1.7 billion ($1.8 billion).

We are working to complete the valuation of assets acquired and liabilities assumed and have recorded a preliminary purchase price allocation of:
(in millions)
Cash$52 
Receivables102 
Inventory60 
Other current assets
Property, plant and equipment379 
Finance leases right of use assets
Definite life intangible assets48 
Indefinite life intangible assets686 
Goodwill795 
Other assets77 
Assets acquired$2,210 
Current liabilities133 
Deferred tax liability158 
Finance lease liabilities
Other liabilities21 
Total purchase price$1,890 
Less: long-term debt(436)
Less: cash received(52)
Net Cash Paid$1,402 

Within indefinite-life intangible assets, we allocated $686 million to trade name. The fair value for the 7 Days trade name, which is the primary asset acquired, was determined using the multi-period excess earnings method under the income approach at the acquisition date. The fair value measurements of indefinite-life intangible assets are based on significant unobservable inputs, and thus represent Level 3 inputs. Significant assumptions used in assessing the fair values of intangible assets include forecasted future cash flows and discount rates.

Goodwill was determined as the excess of the purchase price over the fair value of the net assets acquired and arises principally as a result of expansion opportunities and synergies across both new and legacy product categories. None of the goodwill recognized is expected to be deductible for income tax purposes. All of the goodwill was assigned to the Europe operating segment.

Chipita added incremental net revenues of $651 million and operating income of $36 million in 2022. We incurred acquisition-related costs of $22 million in 2022 and $6 million in 2021. We incurred acquisition integration costs of $90 million in 2022 and $17 million in 2021.







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Other Acquisitions
On April 1, 2021, we acquired Gourmet Food, a leading Australian food company in the premium biscuit and cracker category, for closing cash consideration of approximately $450 million Australian dollars ($343 million), net of cash received. We have recorded a purchase price allocation of $41 million to indefinite-lived intangible assets, $80 million to definite-lived intangible assets, $107$164 million to goodwill, $19 million to property, plant and equipment, $18 million to inventory, $25 million to accounts receivable, $12 million to other assets, $5 million to operating right of use assets, $3 million to other current assets, $19 million to current liabilities and $5 million to long-term operating lease liabilities. In 2022, through the one-year anniversary of the acquisition, Gourmet Food added incremental net revenues of $14 million, and operating income of $1 million. We incurred acquisition integration costs of $1 million in 2022. We incurred acquisition-related costs of $7 million in 2021.

On March 25, 2021, we acquired a majority interest in Lion/Gemstone Topco Ltd (“Grenade”), a performance nutrition leader in the United Kingdom, for closing cash consideration of £188 million ($261 million), net of cash received. The acquisition of Grenade expands our position into the premium nutrition market. We have recorded a purchase price allocation of $82 million to indefinite-lived intangible assets, $150$28 million to definite-lived intangible assets, $181 million to goodwill, $1 million to property, plant and equipment, $12$11 million to inventory, $8$18 million to accounts receivable, $13$25 million to current liabilities, $3$20 million to deferred tax liabilities and $9$15 million to long-term other liabilities. TheIn 2022, through the one-year anniversary of the acquisition, Grenade added incremental net revenues of $53$21 million, and an immaterial amount of incremental operating income of $2 million. We incurred acquisition-related costs of $2 million in 2019.2021.

On May 28, 2019,January 4, 2021, we completedacquired the saleremaining 93% of mostequity of our cheese businessHu Master Holdings (“Hu”), a category leader in premium chocolate in the Middle East and AfricaUnited States, which provides a strategic complement to Arla Foods of Denmark. In 2019, we received cash proceeds of $161 million and divested $19 million of current assets and $96 million of non-current assets. We also paid $2 million of transaction costs and recorded a net pre-tax gain of $44 million on the sale.

On June 7, 2018, we acquired a U.S. premium biscuit company, Tate’s Bake Shop, within our snacking portfolio in North America segmentthrough growth opportunities in chocolate and extended our premium biscuit offering. Duringother offerings in the second quarter of 2018, wewell-being category. The initial cash consideration paid $528was $229 million, net of cash received, and duringwe may be required to pay additional contingent consideration. The estimated fair value of the second quartercontingent consideration obligation at the acquisition date was $132 million and was determined using a Monte Carlo simulation based on forecasted future results. During 2021, based on latest estimates, we recorded a $70 million reduction to the liability as recent economic and market conditions related to COVID-19 and supply chain challenges in the U.S. impacted the pace of 2019,growth. During 2022, we finalizedrecorded an additional $7 million reduction to the purchase price at $527 million. Theliability due to further changes to forecasted future results. Refer to Note 10, Financial Instruments for additional information. As a result of acquiring the remaining equity interest, we consolidated the operations prospectively from the date of acquisition and recorded a pre-tax gain of $9 million ($7 million after-tax) related to stepping up our previously-held $8 million (7%) investment to fair value. We have recorded a purchase price allocation included $45of $123 million to indefinite-lived intangible assets, $51 million to definite-lived intangible assets, $205 million to indefinite-lived intangible assets, $297$202 million to goodwill, $16$1 million to property, plant and equipment, $5$2 million to inventory, $9$4 million to accounts receivable, $7$5 million to current liabilities and $43$132 million to deferredlong-term other liabilities. We incurred acquisition-related costs of $9 million in 2021.





















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On April 1, 2020, we acquired a majority interest in Give & Go, a North American leader in fully-finished sweet baked goods and owner of the famous two-bite® brand of brownies and the Create-A-Treat® brand, known for cookie and gingerbread house decorating kits. The acquisition of Give & Go provides access to the in-store bakery channel and expands our position in broader snacking. The purchase consideration for Give & Go totaled $1,136 million, net of cash received. We have recorded a purchase price allocation of net tangible and intangible assets acquired and liabilities assumed as follows:
(in millions)
Receivables$29 
Inventory38
Other current assets6
Property, plant and equipment136
Operating right of use assets61
Definite-life intangible assets511
Indefinite-life intangible assets42
Goodwill531
Assets acquired$1,354 
Current liabilities42
Deferred tax liabilities92
Long-term operating lease liabilities56
Long-term debt6
Long-term other liabilities19
Total purchase price$1,139 
Less: cash received3
Net Cash Paid$1,136 

Within definite-life intangible assets, we allocated $416 million to customer relationships which have an estimated useful life of 17 years. Goodwill arises principally as a result of expansion opportunities and synergies across both new and legacy product categories. None of the goodwill recognized is expected to be deductible for income tax liabilities.purposes. All of the goodwill was assigned to the North America operating segment.

The fair value for customer relationships at the acquisition date was determined using the multi-period excess earnings method under the income approach. The fair value measurements of intangible assets are based on significant unobservable inputs, and thus represent Level 3 inputs. Significant assumptions used in assessing the fair values of intangible assets include discounted future cash flows, customer attrition rates and discount rates. Through the one-year anniversary of the acquisition, Tate'sGive & Go added incremental net revenues of $106 million and operating income of $6 million during 2021. We incurred acquisition integration costs of $26 million in 2022. These acquisition integration costs are primarily related to an increase to the contingent consideration liability due to changes to forecasted future results. Refer to Note 10, Financial Instruments for additional information. We incurred acquisition integration costs of $6 million in 2021.


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Divestitures

Developed Market Gum - Held for Sale
On December 16, 2022, Mondelēz entered into an agreement to sell its developed market gum business in North America and Europe for $1.4 billion. It is expected to close in Q4 2023, subject to relevant antitrust approvals and closing conditions. In connection with these agreements, we have concluded that the disposal group has met the held for sale criteria as of December 31, 2022. The disposal group was included as part of the North America and Europe operating segments.

Total assets and liabilities held for sale as of December 31, 2022 on the consolidated balance sheets are comprised of the following:

(in millions)
Inventories, net$79 
Current assets held for sale (1)
$79 
Property, plant and equipment, net159
Goodwill292
Intangible assets, net671
Noncurrent assets held for sale (2)
$1,122 
Accrued employment costs4
Current liabilities held for sale (3)
$
Deferred income taxes15
Noncurrent liabilities held for sale (4)
$15 
(1)Reported in Other current assets on the consolidated balance sheets.
(2)Reported in Other assets on the consolidated balance sheets.
(3)Reported in Other current liabilities on the consolidated balance sheets.
(4)Reported in Other liabilities on the consolidated balance sheets.


MaxFoods
On November 1, 2021, we completed the sale of MaxFoods Pty Ltd, an Australian packaged seafood business that we had acquired as part of our acquisition of Gourmet Food Holdings Pty Ltd (“Gourmet Food”). The sales price was $57 million Australian dollars ($41 million), net of cash divested with the business, and we recorded an immaterial loss on the transaction. The packaged seafood business added incremental net revenues of $35 million in 2021 and an immaterial amountoperating income of incremental operating income.

On December 28, 2017, we completed the sale of a confectionery business in Japan. We received cash proceeds of ¥2.8 billion ($24 million as of December 28, 2017) and recorded an immaterial pre-tax loss on the divestiture within our AMEA segment.

In connection with the 2012 spin-off of Kraft Foods Group, Inc. (now a part of The Kraft Heinz Company (“KHC”)), Kraft Foods Group and we each granted the other various licenses to use certain trademarks in connection with particular product categories in specified jurisdictions. On August 17, 2017, we entered into 2 agreements with KHC to terminate the licenses of certain KHC-owned brands used in our grocery business within our Europe region and to transfer to KHC inventory and certain other assets. On August 17, 2017, the first transaction closed and we received cash proceeds of €9 million ($11 million as of August 17, 2017) and on October 23, 2017, the second transaction closed and we received cash proceeds of €2 million ($3 million as of October 23, 2017). The gain on both transactions combined was immaterial.

On July 4, 2017, we completed the sale of most of our grocery business in Australia and New Zealand to Bega Cheese Limited for $456 million Australian dollars ($347 million as of July 4, 2017). We divested $27 million of current assets, $135 million of non-current assets and $4 million of current liabilities based on the July 4, 2017 exchange rate. We recorded a pre-tax gain of $247 million Australian dollars ($187 million as of July 4, 2017) on the sale. We also recorded divestiture-related costs of $2 million and a foreign currency hedge loss of $3$5 million during 2017. In the fourth quarter of 2017, we recorded a $3 million inventory-related working capital adjustment, increasing the pre-tax gain to $190 million in 2017.

On April 28, 2017, we completed the sale of several manufacturing facilities in France and the sale or license of several local confectionery brands. We received cash of approximately €157 million ($169 million as of April 28, 2017), net of cash divested with the businesses. On April 28, 2017, we divested $44 million of current assets, $155 million of non-current assets, $8 million of current liabilities and $22 million of non-current liabilities based on the April 28, 2017 exchange rate. We recorded a $3 million loss on the sale and divestiture-related costs of $27 million in 2017 and $84 million in 2016. These divestiture-related costs were recorded within cost of sales and selling, general and administrative expenses primarily within our Europe segment. In prior periods, we recorded a $5 million impairment charge in May 2016 for a candy trademark to reduce the overall net assets to the estimated net sales proceeds after transaction costs. On March 31, 2016, we recorded a $14 million impairment charge for another gum & candy trademark as a portion of its carrying value would not be recoverable based on future cash flows expected under a planned license agreement with the buyer.

2021.

Note 3. Inventories

Inventories consisted of the following:
 As of December 31,
 20222021
 (in millions)
Raw materials$1,031 $770 
Finished product2,501 2,054 
3,532 2,824 
Inventory reserves(151)(116)
Inventories, net$3,381 $2,708 
 As of December 31,
 2019 2018
 (in millions)
Raw materials$707
 $726
Finished product1,953
 1,987
 2,660

2,713
Inventory reserves(114) (121)
Inventories, net$2,546

$2,592


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Note 4. Property, Plant and Equipment

Property, plant and equipment consisted of the following:
 As of December 31,
 20222021
 (in millions)
Land and land improvements$378 $379 
Buildings and building improvements3,250 3,139 
Machinery and equipment11,724 11,842 
Construction in progress879 732 
16,231 16,092 
Accumulated depreciation(7,211)(7,434)
Property, plant and equipment, net$9,020 $8,658 
 As of December 31,
 2019 2018
 (in millions)
Land and land improvements$422
 $424
Buildings and building improvements3,140
 2,984
Machinery and equipment11,295
 10,943
Construction in progress680
 894
 15,537
 15,245
Accumulated depreciation(6,804) (6,763)
Property, plant and equipment, net$8,733
 $8,482


Capital expenditures as presented on the statement of cash flow were approximately $0.9 billion, $1.1$1.0 billion and $1.0$0.9 billion for the years ending December 31, 2019, 20182022, 2021 and 20172020 and excluded $334$324 million, $331$249 million and $357$275 million for accrued capital expenditures not yet paid.

In connection with our restructuring program, we recorded non-cash property, plant and equipment write-downs (including accelerated depreciation and asset impairments) and losses/(gains) on disposal within asset impairment and exit costs on the consolidated statements of $50 million in 2019, $59 million in 2018earnings and $206 million in 2017 (seewithin the segment results as follows (refer to Note 8, Restructuring Program). These charges related to property, plant and equipment:

 For the Years Ended December 31,
 202220212020
 (in millions)
Latin America$(3)$$(12)
AMEA(15)(7)
Europe
North America(1)65 
Corporate— — — 
Total$$58 $(13)
were recorded in the consolidated statements of earnings within asset impairment and exit costs and in the segment results as follows:
 For the Years Ended December 31,
 2019 2018 2017
 (in millions)
Latin America$
 $25
 $36
AMEA(2) 5
 81
Europe46
 15
 58
North America5
 13
 30
Corporate1
 1
 1
Non-cash property, plant and equipment write-downs$50
 $59
 $206

















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Note 5. Leases

We have operating and finance leases for manufacturing and distribution facilities, vehicles, equipment and office space. Our leases have remaining lease terms of 1 to 1017 years, some of which include options to extend the leases for up to 6 years. We assume the majority of our termination options will not be exercised when determining the lease term of our leases. We do not include significant restrictions or covenants in our lease agreements, and residual value guarantees are generally not included within our operating leases, with the exception of some fleet leases. Some of our leasing arrangements require variable payments that are dependent on usage or output or may vary for other reasons, such as product costs, insurance and tax payments. These variable payment leases are not included in our recorded lease assets and liabilities and are expensed as incurred. Certain leases are tied to a variable index or rate and are included in our lease assets and liabilities based on the indices or rates as of lease commencement.

The components of lease costs were as follows:
For the Years Ended December 31,
20222021
(in millions)
Operating lease cost$213 $228 
Finance lease cost:
Amortization of right-of-use assets95 89 
Interest on lease liabilities
Short-term lease cost11 29 
Variable lease cost602 506 
Sublease income(4)(6)
Total lease cost$925 $853 
 For the Year Ended December 31, 2019
 (in millions)
Operating lease cost$222
  
Finance lease cost: 
Amortization of right-of-use assets29
Interest on lease liabilities4
  
Short-term lease cost39
Variable lease cost474
  
Sublease income(6)
  
Total lease cost$762

Rent expenses under prior lease accounting rules (ASC 840) recorded in continuing operations were $260 million in 2018 and $284 million in 2017.


Supplemental cash flow information related to leases was as follows:
For the Years Ended December 31,
20222021
(in millions)
Cash paid for amounts included in the measurement of
   lease liabilities:
Operating cash flows from operating leases$(212)$(229)
Operating cash flows from finance leases(8)(8)
Financing cash flows from finance leases(95)(88)
Right-of-use assets obtained in exchange for lease obligations:
Operating leases$220 $186 
Finance leases148 76 
 For the Year Ended December 31, 2019
 (in millions)
Cash paid for amounts included in the measurement of lease liabilities: 
Operating cash flows from operating leases$(234)
Operating cash flows from finance leases(4)
Financing cash flows from finance leases(27)
  
Right-of-use assets obtained in exchange for lease obligations: 
Operating leases$95
Finance leases99


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Table of Contents
Supplemental balance sheet information related to leases was as follows:
As of December 31,
20222021
(in millions)
Operating Leases:
Operating lease right-of-use assets, net of amortization$660 $613 
Other current liabilities$166 $174 
Long-term operating lease liabilities514 459 
Total operating lease liabilities$680 $633 
Finance Leases:
Finance leases, net of amortization (within property, plant and equipment)$287 $233 
Current portion of long-term debt$95 $82 
Long-term debt198 157 
Total finance lease liabilities$293 $239 
Weighted Average Remaining Lease Term
Operating leases7.0 years6.6 years
Finance leases4.1 years3.9 years
Weighted Average Discount Rate
Operating leases4.2 %3.3 %
Finance leases4.0 %2.9 %
 As of December 31, 2019
 (in millions)
Operating Leases: 
Operating lease right-of-use assets, net of amortization$568
  
Other current liabilities$178
Long-term operating lease liabilities403
Total operating lease liabilities$581
  
Finance Leases: 
Finance leases, net of amortization (within property, plant & equipment)$122
  
Current portion of long-term debt$32
Long-term debt91
Total finance lease liabilities$123
  
Weighted Average Remaining Lease Term 
Operating leases5.2 years
Finance leases4.6 years
  
Weighted Average Discount Rate 
Operating leases3.5%
Finance leases3.7%


In 2020, we expect to record a $45 million operatingMaturities of lease liability for a 15 year lease that has not yet commenced.


Future lease payments under non-cancelable leases under the new lease accounting rules (ASC 842) that went into effect on January 1, 2019liabilities were as follows:
As of December 31, 2022
Operating LeasesFinance Leases
(in millions)
Year Ending December 31:
2023$195 $105 
2024142 85 
2025105 61 
202670 38 
202752 14 
Thereafter244 18 
Total future undiscounted lease payments$808 $321 
Less imputed interest(128)(28)
Total reported lease liability$680 $293 
 As of December 31, 2019
 Operating Leases Finance Leases
 (in millions)
Year Ending December 31:   
2020$197
 $38
2021146
 34
2022102
 23
202368
 15
202442
 9
Thereafter97
 15
Total future undiscounted lease payments$652
 $134
Less imputed interest(71) (11)
Total reported lease liability$581
 $123


On October 5, 2021, the Company closed an asset sale-leaseback transaction on a property in New Jersey. The Company received proceeds of approximately $142 million, net of selling costs for the property, which had a carrying value of $51 million, and resulted in an approximately $91 million gain on the sale transaction. The leaseback is accounted for as an operating lease. The leaseback is expected to end in 2023 and has three 90-day renewal options.
As of December 31, 2018, minimum rental commitments under non-cancelable operating leases under prior lease accounting rules (ASC 840) were (in millions):
2019 2020 2021 2022 2023 Thereafter Total
$208
 $165
 $114
 $79
 $57
 $157
 $780


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Note 6. Goodwill and Intangible Assets

Goodwill by operating segment was:
 As of December 31,
 20222021
 (in millions)
Latin America$1,421 $674 
AMEA3,132 3,365 
Europe8,009 7,830 
North America10,888 10,109 
Goodwill$23,450 $21,978 
 As of December 31,
 2019 2018
 (in millions)
Latin America$818
 $823
AMEA3,151
 3,210
Europe7,523
 7,519
North America9,356
 9,173
Goodwill$20,848
 $20,725


Intangible assets consisted of the following:
 As of December 31,
 20222021
 (in millions)
Indefinite-life intangible assets$18,413 $17,299 
Definite-life intangible assets3,354 2,991 
21,767 20,290 
Accumulated amortization(2,057)(1,999)
Intangible assets, net$19,710 $18,291 
 As of December 31,
 2019 2018
 (in millions)
Non-amortizable intangible assets$17,296
 $17,201
Amortizable intangible assets2,374
 2,328
 19,670
 19,529
Accumulated amortization(1,713) (1,527)
Intangible assets, net$17,957
 $18,002


Non-amortizableIndefinite-life intangible assets consist principally of brand names purchased through our acquisitions of Nabisco Holdings Corp., the Spanish and Portuguese operations of United Biscuits, the global LU biscuit business of Groupe Danone S.A., Cadbury Limited and Cadbury Limited. AmortizableClif Bar. Definite-life intangible assets consist primarily of trademarks, customer-related intangibles, process technology, licenses and non-compete agreements.


Amortization expense for intangible assets was $174$132 million in 2019, $1762022, $134 million in 20182021 and $178$194 million in 2017.2020. For the next five years, we estimate annual amortization expense of approximately $175$150 million next year,in 2023-2025, approximately $95 million in 2026 and approximately $90 million in year two and approximately $85 million in years three to five, reflecting2027 (reflecting December 31, 20192022 exchange rates.rates).

Changes in goodwill and intangible assets consisted of:

 20222021
 GoodwillIntangible
Assets, at cost
GoodwillIntangible
Assets, at cost
 (in millions)
Balance at January 1$21,978 $20,290 $21,895 $20,399 
Changes due to:
Currency(757)(692)(464)(465)
Acquisitions2,529 2,941 547 405 
Held for Sale(292)(671)— — 
Divestitures(8)— — (17)
Asset impairments— (101)— (32)
Balance at December 31$23,450 $21,767 $21,978 $20,290 
 2019 2018
 Goodwill 
Intangible
Assets, at cost
 Goodwill 
Intangible
Assets, at cost
 (in millions)
Balance at January 1$20,725
 $19,529
 $21,085
 $20,057
Changes due to:       
Currency17
 60
 (658) (710)
Divestitures(43) 
 
 
Acquisitions149
 138
 298
 250
Asset impairments
 (57) 
 (68)
Balance at December 31$20,848
 $19,670
 $20,725
 $19,529


Changes to goodwill and intangibles were:
Divestitures – During the second quarter of 2019, we divested the net assets of most of our cheese business in the Middle East and Africa to Arla Foods of Denmark resulting in a goodwill decrease of $43 million.
Acquisitions – In connection with our 2022 acquisitions, we recorded $1.0 billion to goodwill and $1.7 billion to intangible assets for Clif Bar, $795 million to goodwill and $734 million to intangible assets for Chipita, and $714 million to goodwill and $557 million to intangible assets for Ricolino as part of purchase accounting. In connection with our 2021 acquisitions of Gourmet Food, Grenade and the remaining interest
90

in Hu, we recorded $547 million of goodwill and $405 million of intangible assets as part of purchase accounting. See Note 2, Acquisitions and Divestitures, for additional information.
Held for Sale - During the fourth quarter of 2022, we agreed to sell our gum business in North America and Europe. As a result, we reclassified $292 million of goodwill and $671 million of intangible assets to held for sale. See Note 2, Acquisitions and Divestitures, for additional information.
Divestitures – During 2022 and 2021, we made divestitures in Latin America and AMEA which were not material.
Divestitures and Acquisitions, for additional information.
Acquisitions – In connection with the acquisition of a majority interest in Perfect Snacks during the third quarter of 2019, we recorded a preliminary purchase price allocation of $150 million to goodwill and $138 million to intangible assets. In the second quarter of 2019, we also finalized the purchase price allocation for the 2018 acquisition of Tate's Bake Shop, resulting in a $1 million adjustment to goodwill. During 2018, we recorded a preliminary purchase price allocation of $298 million to goodwill and $250 million to intangible assets related to the acquisition of Tate's Bake Shop in the second quarter of 2018. See Note 2, Divestitures and Acquisitions, for additional information.
Asset impairments – As further discussed below, we recorded $57$101 million of intangible asset impairments in 20192022 and $68$32 million in 2018.2021.

In 2019, 20182022, 2021 and 2017,2020, there were 0no goodwill impairments and each of our reporting units had sufficient fair value in excess of its carrying value. While all reporting units passed our annual impairment testing, if planned business performance expectations are not met or specific valuation factors outside of our control, such as discount rates, change significantly, then the estimated fair values of a reporting unit or reporting units might decline and lead to a goodwill impairment in the future.
During our 2019 annual testing of non-amortizable intangible assets,
In 2022, we recorded $57$101 million of intangible asset impairment charges in the third quarter related to 9 brands. We recorded charges related to gum, chocolate, biscuits and candytwo biscuit brands of $39 million in Europe, $15 million in AMEA and $3 million in Latin America.AMEA. We also identified 14eight brands including the 9 impaired trademarks, with $635 million$1.5 billion of aggregate book value as of December 31, 20192022 that each had a fair value in excess of book value of 10% or less. We believe our current plans for each of these brands will allow them to not be impaired, but if the brand earnings expectations are not met or specific valuation factors outside of our control, such as discount rates, change significantly, then a brand or brands could become impaired in the future. In 2018,2021, we recorded $68a $32 million of impairment charges for gum, chocolate, biscuits and candy brands of $45 million in Europe, $14 million in North America and $9 million in AMEA. In 2017, we recorded $109 million of impairment charges, of which $70 million related to annual testing impairment charges for candy and gum brands of $52 million in AMEA, $11 million in Europe, $5 million in Latin America and $2 million in North America. During 2017, we also recorded a $38 million intangible asset impairment charge resulting from a category decline and lower than expected product growth related to a gum brand in our North America segment and a $1 million intangible asset impairment charge related to a transaction.one biscuit brand in North America.



Note 7. Equity Method Investments

Our equity method investments include, but are not limited to, our ownership interests in JDE Peet’s (Euronext Amsterdam: “JDEP”), Keurig Dr Pepper Inc. (Nasdaq: “KDP”), Dong Suh Foods Corporation and Dong Suh Oil & Fats Co. Ltd. Our ownership interests may change over time due to investee stock-based compensation arrangements, share issuances or other equity-related transactions. As of December 31, 2022, we owned 19.7%, 5.3%, 50.0% and 49.0%, respectively, of these companies' outstanding shares.

Our investments accounted for under the equity method of accounting totaled $7,212 million$4.9 billion as of December 31, 20192022 and $7,123 million$5.3 billion as of December 31, 2018. In both years, our largest2021. We recorded equity method investments wereearnings and cash dividends of $385 million and $184 million in Jacobs Douwe Egberts (“JDE”)2022, equity earnings and Keurig Green Mountain, Inc. ("Keurig") prior to July 9, 2018cash dividends of $393 million and Keurig Dr Pepper Inc. (NYSE: "KDP”) subsequent to July 9, 2018.$172 million in 2021 and equity earnings and cash dividends of $421 million and $246 million in 2020.
JDE:
AsBased on the quoted closing prices as of December 31, 2019, we held a 26.5% voting interest, a 26.4% ownership interest2022, the combined fair value of our publicly-traded investments in JDEP and a 26.3% profitKDP was $5.5 billion, and dividend sharing interest in JDE. We recorded JDE equity earnings of $195 million in 2019, $230 million in 2018 (which includes a deferred tax benefit from a Dutch tax rate reduction) and $129 million in 2017. We also recorded $73 million of cash dividends received in both 2019 and 2018 and $49 million of cash dividends received in 2017.for each investment, there was no other than temporary impairment identified.

JDE / Keurig Exchange:Peet’s Transactions:
On March 7, 2016,In 2022, we exchanged a portionsold approximately 18.6 million of our JDE equityPeet’s shares back to JDE Peet’s, which reduced our ownership interest for a new equity interest in Keurig. As a resultby approximately 3% to 19.8% of the exchange, wetotal outstanding shares. We received €500 million ($529 million) of proceeds and recorded the difference between the $2.0 billion fair valuea loss of Keurig and our basis in the exchanged JDE shares as a gain of $43 million. In€8 million ($8 million) on this sale during the second quarter of 2019,2022.

In 2021, we determinedissued €300 million exchangeable bonds, which are redeemable at maturity at their principal amount in cash or, at our option, through the delivery of an adjustmentequivalent number of JDE Peet’s ordinary shares based on an initial exchange price of €35.40 and, as the case may be, an additional amount in cash. If all bonds were redeemed in exchange for JDE Peet's shares, this would represent approximately 8.5 million shares or approximately 9% of our equity interest in JDE Peet's. Refer to Note 10, Financial Instruments, for further details on this transaction.

In 2020, JDE Peet’s B.V. (renamed JDE Peet’s N.V. immediately prior to Settlement (as defined below), “JDE Peet’s”) consummated the offering, listing and trading of its ordinary shares on Euronext Amsterdam, a regulated market operated by Euronext Amsterdam N.V. In connection with this transaction, JDE Peet’s and the selling shareholders, including us, agreed to sell at a price of €31.50 per ordinary share a total of approximately 82.1 million ordinary shares, including ordinary shares subject to an over-allotment option. The ordinary shares were listed and first traded on May 29, 2020, and payment for, and delivery of, the ordinary shares sold in the offering (excluding ordinary shares subject to the over-allotment option) took place on June 2, 2020 (“Settlement”).
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Prior to Settlement, we exchanged our 26.4% ownership interest in JDE for a 26.5% equity interest in JDE Peet’s. We did not invest new capital in connection with the transaction and the exchange was accounted for as a change in interest transaction. Upon Settlement, we sold approximately 9.7 million of our ordinary shares in JDE Peet’s in the offering for gross proceeds of €304 million ($343 million). We subsequently sold approximately 1.4 million additional shares and received gross proceeds of €46 million ($51 million) upon exercise of the over-allotment option. Following Settlement and the exercise of the over-allotment option, we held a 22.9% equity interest in JDE Peet’s. During the second quarter of 2020, we recorded a preliminary gain of $121 million, net of $33 million released from accumulated other comprehensive losses, related toand $48 million of transaction costs. During the third quarter of 2020, we increased our JDE investment was required, which reduced our previously reportedpreliminary gain by $29$10 million to $131 million. We recorded

As we continue to have significant influence, we continue to account for our investment in JDE Peet’s under the adjustment as a loss on equity method, transactions.resulting in recognizing our share of their earnings within our earnings and our share of their dividends within our cash flows. We continue to have board representation with two directors on the JDE Peet's Board of Directors and have retained certain additional governance rights.

Keurig Dr Pepper Transaction:Transactions:
On July 9, 2018, Keurig closed on its definitive merger agreement with Dr Pepper Snapple Group, Inc., and formedIn 2021, we sold approximately 42.7 million shares of KDP, a publicly traded company. Following the closewhich reduced our ownership interest by 3.0% to 5.3% of the transaction, our 24.2% investment in Keurig together with our shareholder loan receivable became a 13.8% investment in KDP. During 2018, wetotal outstanding shares. We received $1,497 million of proceeds and recorded a net pre-tax gain of $778$768 million (or $586$581 million after-tax). during 2021.

In 2020, we sold approximately 73.4 million shares, which reduced our ownership interest by 5.2% to 8.4% of the total outstanding shares. We hold 2 director positions on the KDP board as well as additional governance rights. received $2,094 million of proceeds and recorded a pre-tax gain of $865 million (or $662 million after-tax) during 2020.

As we continue to have significant influence, we continue to account for our investment in KDP under the equity method, resulting in recognizing our share of their earnings within our earnings and our share of their dividends within our cash flows.

In connection with this transaction, we changed our accounting principle during the third quarter of 2018 to reflect our share of Keurig's historical and KDP's ongoing earnings on a one-quarter lag basis while we We continue to record dividends when cash is received. We determined a lag was preferable as it enables us to continue to report our quarterlyhave board representation with one director on the KDP Board of Directors and annual results on a timely basis and to record our share of KDP’s ongoing results once KDP has publicly reported its results. The change was retrospectively applied to all prior periods presented.have retained certain additional governance rights.

As of December 31, 2019, we held a 13.6% ownership interest in KDP valued at approximately $5.5 billion (based on KDP's closing stock price), which exceeded the carrying value of our KDP investment. Our KDP ownership interest could change over time due to stock-based compensation arrangements or other KDP transactions. During the first quarter of 2019, due to the impact of a KDP acquisition that decreased our ownership interest from 13.8% to 13.6%, we recognized a $23 million pre-tax gain.

Keurig and KDP equity earnings, as adjusted for the one-quarter lag basis, totaled $160 million in 2019, $213 million in 2018 (includes a deferred tax benefit Keurig recorded as a result of U.S. tax reform) and $92 million in 2017. Within equity method investment net earnings, we also recorded shareholder loan interest income of $12 million in 2018 and $24 million in 2017. We received shareholder loan interest payments of $12 million in 2018 and $30 million in 2017 and dividends of $115 million in 2019, $34 million in 2018 and $14 million in 2017.

Other Equity Method Investment transactions:
On October 2, 2017, we completed the sale of one of our equity method investments and received cash proceeds of $65 million. We recorded a pre-tax gain of $40 million within the gain on equity method investment transactions and $15 million of tax expense. During the second quarter of 2019, we recorded an additional pre-tax gain of $4 million related to the sale and release of indemnity-related funds previously held in escrow that were released.


Summary Financial Information for Equity Method Investments:
Summarized financial information related to our equity method investments is reflected below.

  As of December 31, As of December 31,
  2019 2018 20222021
  (in millions) (in millions)
Current assets $5,650
��$5,695
Current assets$8,740 $6,313 
Noncurrent assets 69,232
 69,445
Noncurrent assets71,375 71,949 
Total assets $74,882
 $75,140
Total assets$80,115 $78,262 
Current liabilities $10,037
 $9,434
Current liabilities$12,711 $11,105 
Noncurrent liabilities 27,642
 29,296
Noncurrent liabilities26,671 27,204 
Total liabilities $37,679
 $38,730
Total liabilities$39,382 $38,309 
Equity attributable to shareowners of investees $37,170
 $36,365
Equity attributable to shareowners of investees$40,596 $39,798 
Equity attributable to noncontrolling interests 33
 46
Equity attributable to noncontrolling interests137 155 
Total net equity of investees $37,203
 $36,411
Total net equity of investees$40,733 $39,953 
Mondelēz International ownership interests 13-50%
 13-50%
Mondelēz International ownership interests5-50%5-50%
Equity method investments (1)
 $7,212
 $7,123
Equity method investments (1)
$4,879 $5,289 
 
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For the Years Ended December 31, For the Years Ended December 31,
2019 2018 2017 202220212020
(in millions) (in millions)
Net revenues$19,410
 $14,185
 $12,824
Net revenues$23,518 $22,149 $20,112 
Gross profit9,733
 6,076
 4,913
Gross profit10,738 10,804 9,856 
Income from continuing operations1,991
 1,980
 1,118
Income from continuing operations2,984 2,614 2,078 
Net income1,991
 1,980
 1,118
Net income2,984 2,614 2,078 
Net income attributable to investees$1,981
 $1,970
 $1,115
Net income attributable to investees$2,990 $2,618 $2,070 
Mondelēz International ownership interests13-50%
 13-50%
 24-50%
Mondelēz International ownership interests5-50%5-50%8-50%
Mondelēz International share of investee net income$442
 $536
 $320
Keurig shareholder loan interest income
 12
 24
Equity method investment net earnings$442
 $548
 $344
Equity method investment net earnings$385 $393 $421 

(1)Includes a basis difference of approximately $330 million as of December 31, 2019 and $340 million as of December 31, 2018 between the U.S. GAAP accounting basis for our equity method investments and the U.S. GAAP accounting basis of our investees’ equity.

(1)Includes a basis difference of approximately $419 million as of December 31, 2022 and $475 million as of December 31, 2021 between the U.S. GAAP accounting basis for our equity method investments and the U.S. GAAP accounting basis of our investees’ equity.

Note 8. Restructuring Program

On May 6, 2014, our Board of Directors approved a $3.5 billion 2014-2018 restructuring program and up to $2.2 billion of capital expenditures. On August 31, 2016, our Board of Directors approved a $600 million reallocation between restructuring program cash costs and capital expenditures so the $5.7 billion program consisted of approximately $4.1 billion of restructuring program costs ($3.1 billion cash costs and $1.0 billion non-cash costs) and up to $1.6 billion of capital expenditures. On September 6, 2018, our Board of Directors approved an extension of the restructuring program through 2022, an increase of $1.3 billion in the program charges and an increase of $700 million in capital expenditures. On October 21, 2021, our Board of Directors approved an extension of the restructuring program through 2023. The total $7.7 billion program now consists of $5.4 billion of program charges ($4.1 billion of cash costs and $1.3 billion of non-cash costs) and total capital expenditures of $2.3 billion to be incurred over the life of the program. The current restructuring program, as increased and extended by these actions, is now called the Simplify to Grow Program.

The primary objective of the Simplify to Grow Program is to reduce our operating cost structure in both our supply chain and overhead costs. The program covers severance as well as asset disposals and other manufacturing and procurement-related one-time costs. Since inception, we have incurred total restructuring and related implementation charges of $4.3$5.1 billion related to the Simplify to Grow Program. We expect to incur the remainder of the program charges by year-end 2022.2023.


Restructuring Costs:
The Simplify to Grow Program liability activity for the years ended December 31, 20192022 and 20182021 was:
Severance
and related
costs
Asset
Write-downs and Other (1)
Total
 (in millions)
Liability Balance, January 1, 2021$304 $— $304 
Charges (2)
86 68 154 
Cash spent (3)
(160)— (160)
Non-cash settlements/adjustments (4)
(5)(68)(73)
Currency(14)— (14)
Liability Balance, December 31, 2021$211 $— $211 
Charges (2)
31 36 
Cash spent (3)
(69)(69)
Non-cash settlements/adjustments (4)
(3)(5)(8)
Currency(6)(6)
Liability balance, December 31, 2022 (5)
$164 $— $164 
 
Severance
and related
costs
 
Asset
Write-downs
 Total
 (in millions)
Liability Balance, January 1, 2018$464
 $
 $464
Charges (1)
253
 63
 316
Cash spent(310) 
 (310)
Non-cash settlements/adjustments(4) (63) (67)
Currency(30) 
 (30)
Liability Balance, December 31, 2018$373

$

$373
Charges (1)
125
 51
 176
Cash spent(162) 
 (162)
Non-cash settlements/adjustments (2)
(31) (51) (82)
Currency(4) 
 (4)
Liability Balance, December 31, 2019$301

$

$301


(1)Includes settlement losses of $5 million in 2019 and $5 million in 2018 recorded within benefit plan non-service income on our consolidated statements of earnings.
(2)We adopted the new lease accounting ASU as of January 1, 2019. The ASU requires recording onerous lease liabilities netted with right of use assets. Therefore, during the first quarter of 2019, we reclassified onerous lease liabilities that totaled $23 million as of March 31, 2019, from accrued liabilities and other accrued liabilities to operating lease right of use assets.

(1)Includes gains as a result of assets sold which are included in the restructuring program.
(2)We recorded restructuring charges of $176$36 million in 2019, $3162022, $154 million in 20182021 and $535$156 million in 20172020 within asset impairment and exit costs and benefit plan non-service income.
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(3)We spent $162$69 million in 20192022 and $310$160 million in 20182021 in cash severance and related costs. We also
(4)In 2022, we recognized non-cash pension settlement losses (See Note 11, Benefit Plans),asset write-downs (including accelerated depreciation and other non-cash adjustments, including any gains on sale of assets, primarily real estate, included in the restructuring program totaling $8 million. In 2021, we recognized non-cash asset write-downs (including accelerated depreciation and asset impairments), non-cash pension settlement losses and other non-cash adjustments, (including a transferpartially offset by gains on sale of onerous lease liabilities to operating lease ROU assets, duringprimarily real estate, included in the first quarter of 2019)restructuring program totaling $82 million in 2019 and $67 million in 2018. $73 million.
(5)At December 31, 2019, $2752022, $126 million of our net restructuring liability was recorded within other current liabilities and $26$38 million was recorded within other long-term liabilities.

Implementation Costs:
Implementation costs are directly attributable to restructuring activities; however, they do not qualify for special accounting treatment as exit or disposal activities. We believe the disclosure of implementation costs provides readers of our financial statements with more information on the total costs of our Simplify to Grow Program. Implementation costs primarily relate to reorganizing our operations and facilities in connection with our supply chain reinvention program and other identified productivity and cost saving initiatives. The costs include incremental expenses related to the closure of facilities, costs to terminate certain contracts and the simplification of our information systems. Within our continuing results of operations, we recorded implementation costs of $272$87 million in 2019, $3152022, $167 million in 20182021 and $257$207 million in 2017.2020. We recorded these costs within cost of sales and general corporate expense within selling, general and administrative expenses.


Restructuring and Implementation Costs in Operating Income:
During 2019, 20182022, 2021 and 2017,2020, and since inception of the Simplify to Grow Program, we recorded the following restructuring and implementation costs within segment operating income and earnings before income taxes:
 
Latin
America
AMEAEuropeNorth
America
CorporateTotal
 (in millions)
For the Year Ended
December 31, 2022
Restructuring Costs$(6)$13 $16 $12 $$36 
Implementation Costs25 37 12 87 
Total$$19 $41 $49 $13 $123 
For the Year Ended
December 31, 2021
Restructuring Costs$$(17)$$153 $$154 
Implementation Costs10 33 97 18 167 
Total$16 $(7)$37 $250 $25 $321 
For the Year Ended
December 31, 2020
Restructuring Costs$30 $23 $67 $23 $13 $156 
Implementation Costs18 23 63 72 31 207 
Total$48 $46 $130 $95 $44 $363 
Total Project
(Inception to Date)
Restructuring Costs$548 $554 $1,163 $657 $150 $3,072 
Implementation Costs303 245 569 590 368 2,075 
Total$851 $799 $1,732 $1,247 $518 $5,147 

94
 
Latin
America
 AMEA Europe 
North
America (1)
 
Corporate (2)
 Total
 (in millions)
For the Year Ended
December 31, 2019
           
Restructuring Costs$24
 $18
 $105
 $16
 $13
 $176
Implementation Costs50
 38
 103
 52
 29
 272
Total$74

$56

$208

$68

$42

$448
For the Year Ended
December 31, 2018
           
Restructuring Costs$63
 $69
 $132
 $32
 $20
 $316
Implementation Costs67
 39
 73
 79
 57
 315
Total$130
 $108

$205

$111

$77

$631
For the Year Ended
December 31, 2017
           
Restructuring Costs$93
 $140
 $195
 $84
 $23
 $535
Implementation Costs43
 43
 68
 58
 45
 257
Total$136

$183

$263

$142

$68

$792
Total Project (3)
           
Restructuring Costs$517
 $535
 $1,076
 $469
 $129
 $2,726
Implementation Costs269
 206
 448
 384
 307
 1,614
Total$786

$741

$1,524

$853

$436

$4,340

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(1)During 2017-2019, our North America region implementation costs included incremental costs that we incurred related to renegotiating collective bargaining agreements that expired in February 2016 for eight U.S. facilities and related to executing business continuity plans for the North America business.
(2)Benefit plan non-service income amounts associated with restructuring program activities that are no longer recorded in segment operating income are included in the Corporate column in the table above for all periods presented. The Corporate column also includes minor adjustments for pension settlement losses and rounding.
(3)Includes all charges recorded since program inception on May 6, 2014 through December 31, 2019.

Note 9. Debt and Borrowing Arrangements
Short-Term Borrowings:
Our short-term borrowings and related weighted-average interest rates consisted of:
 As of December 31,
 20222021
Amount
Outstanding
Weighted-
Average Rate
Amount
Outstanding
Weighted-
Average Rate
(in millions)(in millions)
Commercial paper$2,209 4.7 %$192 0.2 %
Bank loans90 9.1 %24 8.6 %
Total short-term borrowings$2,299 $216 
 As of December 31,
 2019 2018
 
Amount
Outstanding
 
Weighted-
Average Rate
 
Amount
Outstanding
 
Weighted-
Average Rate
 (in millions)   (in millions)  
Commercial paper$2,581
 2.0% $3,054
 2.9%
Bank loans57
 5.2% 138
 10.5%
Total short-term borrowings$2,638
   $3,192
  


AsOur uncommitted credit lines and committed credit lines available as of December 31, 2019, commercial paper issued2022 and outstanding had between 2 and 52 days remaining to maturity. Commercial paper borrowings decreased since the 2018 year-end primarily as a result of repayments from operating cash flow and proceeds from long-term debt issuances net of repayments, partially offset by increased borrowings for shareholder dividends and share repurchases.


Some of our international subsidiaries maintain primarily uncommitted credit lines to meet short-term working capital needs. Collectively, these credit lines amounted to $1.7 billion at December 31, 2019 and at December 31, 2018. Borrowings on these lines were $57 million at December 31, 2019 and $138 million at December 31, 2018.2021 include:

 As of December 31,
 20222021
Facility AmountBorrowed AmountFacility AmountBorrowed Amount
(in millions)
Uncommitted credit facilities$1,335 $90 $1,367 $24 
Credit facility expiry (1) (2):
February 23, 2022— — 2,500 — 
February 22, 20232,500 — — — 
March 11, 2023 (3)
2,000 — — — 
February 27, 2024— — 4,500 — 
July 29, 2025 (4)
2,000 2,000 — — 
February 23, 20274,500 — — — 
Borrowing Arrangements:
On September 13, 2019, Mondelez International Holdings Netherlands B.V. ("MIHN"),(1)We maintain a wholly owned Dutch subsidiary of Mondelēz International, Inc., entered into a term loan agreement pursuant to which MIHN may incur up to $500 million of term loans with a three-year term and $500 million of term loans with a five-year term. Proceeds from the term loan may be used for general corporate purposes, including repayment of debt. On October 25, 2019, we fully drew on the term loans and received proceeds of $1.0 billion. We also entered into cross-currency swaps, serving as cash flow hedges, so that the U.S. dollar-denominated debt payments will effectively be paid in euros over the life of the debt.

On February 27, 2019, to supplement our commercial paper program, we entered into a $1.5 billion revolving credit agreement for a 364-day senior unsecured credit facility that is scheduled to expire on February 26, 2020. The agreement replaces our previous credit agreement that matured on February 27, 2019 and includes the same terms and conditions as our existing $4.5 billion multi-year credit facility discussed below. As of December 31, 2019, 0 amounts were drawn on the facility.

On February 27, 2019, we entered into a $4.5 billion multi-year senior unsecured revolving credit facility for general corporate purposes, including working capital needs, and to support our commercial paper program. This agreement replaced our $4.5 billion amended and restated five-year revolving credit agreement, dated as of October 14, 2016. The revolving credit agreement is scheduled to expire on February 27, 2024. The revolving credit agreement includes a covenant that we maintain a minimum shareholders' equity of at least $24.6$25.0 billion, excluding accumulated other comprehensive earnings/(losses), the cumulative effects of any changes in accounting principles and earnings/(losses) recognized in connection with the ongoing application of any mark-to-market accounting for pensions and other retirement plans. At December 31, 2019,2022, we complied with this covenant as our shareholders' equity, as defined by the covenant, was $37.5$37.8 billion. The revolving credit facility also contains customary representations, covenants and events of default. There are no credit rating triggers, provisions or other financial covenants that could require us to post collateral as security. As of December 31, 2019, 0 amounts
(2)Capitalizable financing costs are classified in long-term other assets and were drawn on the facility.immaterial for all periods presented.

(3)On April 2, 2018, in connection with the tender offer described below,July 11, 2022, we entered into a $2.0 billion revolving credit agreement for a 364-day senior unsecuredsupplemental term loan credit facility that was duecan be utilized for general corporate purposes, including acquisitions. Under this agreement we may draw up to expire on April 1, 2019.a total of $2.0 billion in term loans from the facility. The agreement includedmaturity dates of any loans drawn under this facility will be eighteen months after the same terms and conditions as our existing $4.5 billion multi-yearfunding date of the applicable loan(s).
(4)On March 31, 2022, we entered into a supplemental term loan credit facility discussed above. On April 17, 2018,that can be utilized for general corporate purposes, including acquisitions. Under this agreement we borrowed $714 million on this facilitymay draw up to fund the debt tender described below and availability under the facility was reduced to match the borrowed amount. On May 7, 2018, we repaid the $714 milliona total of $2.0 billion in term loans from the net proceeds received from the May 2018 $2.5facility. On July 29, 2022, we drew down $2.0 billion long-term debt issuance and terminated this credit facility.in term loans, due July 29, 2025, bearing interest at a variable annual rate based on SOFR plus an applicable margin.















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Long-Term Debt:
Our long-term debt consisted of (interest rates are as of December 31, 2019)2022):
 As of December 31,
 2019 2018
 (in millions)
U.S. dollar notes, 0.163% to 7.000% (weighted-average effective rate 3.107%),
   due through 2048
$9,442
 $9,492
Euro notes, 0.875% to 2.375% (weighted-average effective rate 1.696%),
   due through 2035
3,968
 3,492
Pound sterling notes, 3.875% to 4.500% (weighted-average effective rate 4.151%),
   due through 2045
346
 333
Swiss franc notes, 0.050% to 1.125% (weighted-average effective rate 0.703%),
   due through 2025
1,449
 1,424
Canadian dollar notes, 3.250% (effective rate 3.320%),
   due through 2025
460
 437
Finance leases and other obligations123
 2
Total15,788
 15,180
Less current portion of long-term debt(1,581) (2,648)
Long-term debt$14,207
 $12,532
 As of December 31,
 
2022 (1)
2021
 (in millions)
U.S. dollar notes and term loans, 0.750% to 7.000% (weighted-average effective rate 2.998%),
   due through 2050
$11,275 $9,280 
Euro notes, 0.000% to 2.375% (weighted-average effective rate 0.712%),
   due through 2041
7,666 8,134 
Pound sterling notes, 3.875% to 4.500% (weighted-average effective rate 4.151%),
   due through 2045
316 354 
Swiss franc notes, 0.615% to 1.125% (weighted-average effective rate 1.011%),
   due through 2025
638 811 
Canadian dollar notes, 3.250% (effective rate 3.377%),
   due through 2025
442 473 
Finance leases and other297 244 
Total20,634 19,296 
Less current portion of long-term debt(383)(1,746)
Long-term debt$20,251 $17,550 


Deferred debt issuance costs(1) Amounts are shown net of $33 million as of December 31, 2019 and $32 million as of December 31, 2018 are netted against the related debt in the table above. Deferred financing costs related to our revolving credit facility are classified in long-term other assets and were immaterial for all periods presented.

As of December 31, 2019, aggregate maturities of our debt and finance leases based on stated contractual maturities, excluding unamortized non-cash bond premiums, discounts and bank fees and mark-to-market adjustments of $(76)$(149) million and imputed interest on finance leases of $(11)$(28) million, were (in millions):

Over the next five years, aggregate principal maturities, including finance leases, of our term loans and long-term debt were (in millions):

 
20232024202520262027ThereafterTotal
$393$2,041$3,970$1,149$1,567$11,691$20,811
2020 2021 2022 2023 2024 Thereafter Total
$1,587 $3,356 $1,739 $1,824 $1,834 $5,535 $15,875


Tenders Offers:
On October 28, 2019, $1.75 billion of our 1.625% MIHN notesDuring 2022, we completed a tender offer in cash and $500redeemed $987 million of floating rate MIHN notes matured. The notes and accrued interest to date were paid with thelong term loans drawn on October 25, 2019 and U.S. dollar-denominated notes issued by MIHN on September 19, 2019.

On October 2, 2019, MIHN issued €500 million of 0.875% euro-denominated notes guaranteed by Mondelēz International, Inc. that mature on October 1, 2031. We received €491 million (or $538 million) of proceeds, net of discounts and associated financing costs of $11 million, which will be amortized into interest expense over the life of the loans. The proceeds were earmarked for general corporate purposes, including repayment of debt.

On September 19, 2019, MIHN issued $1.0 billion of U.S. dollar-denominated notes guaranteed by Mondelēz International, Inc. and consisting of $500 million 2.125% notes that mature on September 19, 2022 and $500 million 2.25% notes that mature on September 19, 2024. We received $997 million of proceeds, net of discounts and associated financing costs. The proceeds were earmarked for general corporate purposes, including repayment of debt. We recorded approximately $4 million of deferred financing costs and discounts, which will be amortized into interest expense over the life of the notes. In connection with this debt issuance, we entered into cross-currency swaps, serving as cash flow hedges, so that the U.S. dollar-denominated debt payments will effectively be paid in euros over the life of the debt.

On February 13, 2019, we issued $600 million of 3.625% U.S. dollar-denominated notes that are scheduled to mature February 13, 2026. We received $595 million of net proceeds that were used to repay outstanding commercial paper borrowings and other debt. We recorded approximately $5 million of discounts and deferred financing costs, which will be amortized into interest expense over the life of the notes.


On February 1, 2019, $400 million of our U.S. dollar variable rate notes matured. The notes and accrued interest to date were paid with the issuance of commercial paper and cash on hand.

On August 23, 2018, $280 million of our 6.125% U.S. dollar notes matured. The notes and accrued interest to date were paid with the issuance of commercial paper and cash on hand.

On July 18, 2018, £76 million (or $99 million) of our 7.25% pound sterling notes matured. The notes and accrued interest to date were paid with the issuance of commercial paper and cash on hand.

On May 3, 2018, we issued $2.5 billion of U.S. dollar-denominated, fixed-rate notes consisting of:
$750 million of 3.000% notes that mature in May 2020
$750 million of 3.625% notes that mature in May 2023
$700 million of 4.125% notes that mature in May 2028
$300 million of 4.625% notes that mature in May 2048
On May 7, 2018, we received net proceeds of $2.48 billion that were used to repay amounts outstanding under our revolving credit agreement facility and for other general corporate purposes, including the repayment of outstanding commercial paper borrowings and other debt. We recorded approximately $22 million of discounts and deferred financing costs net of various fees associated for the bond transaction and underwriter fee reimbursement, which will be amortized into interest expense over the life of the notes.following amounts (in millions):

Interest RateTender DateMaturity DateAmount Repurchased
3.625%March 2022February 2026$130
4.125%March 2022May 2028$211
2.750%March 2022April 2030$500
6.500%March 2022November 2031$17
7.000%March 2022August 2037$10
6.875%March 2022February 2038$21
6.875%March 2022January 2039$8
6.500%March 2022February 2040$36
4.625%March 2022May 2048$54
On April 17, 2018, we completed a cash tender offer and retired $570 million of the long-term U.S. dollar debt consisting of:
$241 million of our 6.500% notes due in February 2040
$97.6 million of our 5.375% notes due in February 2020
$75.8 million of our 6.500% notes due in November 2031
$72.1 million of our 6.875% notes due in February 2038
$42.6 million of our 6.125% notes due in August 2018
$29.3 million of our 6.875% notes due in January 2039
$11.7 million of our 7.000% notes due in August 2037
We financed the repurchase of the notes, including the payment of accrued interest and other costs incurred, from the $2.0 billion revolving credit agreement entered into on April 2, 2018. We recorded a $129 million loss on debt extinguishment of $140 millionand related expenses within interest and other expense, net, related to the amount weconsisting of $38 million paid to retire the debt in excess of its carrying value of the debt and from recognizing unamortized discounts and deferred financing costs in earnings and other cash costs$91 million from recognizing unamortized forward starting swap losses in earnings at the time of the debt extinguishment. Cash costsThe cash payments related to tendering the debt are included in long-term debt repaymentsextinguishment were classified as cash outflows from financing activities in the consolidated statement of cash flows for 2018.flows.

On March 2, 2018,

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Debt Redemptions:
During 2022, we launchedcompleted an offeringearly redemption of C$600 million of 3.250% Canadian-dollarU.S. dollar denominated notes that mature on March 7, 2025. On March 7, 2018,for the following amounts (in millions):
Interest RateRedemption DateMaturity DateAmount RedeemedUSD Equivalent
0.625%March 2022July 2022$1,000$1,000

During 2021 we received C$595 million (or $461 million)completed an early redemption of proceeds, net of discountseuro and underwriting fees, to be usedU.S. dollar denominated notes for general corporate purposes. the following amounts (in millions):
Interest RateRedemption DateMaturity DateAmount RedeemedUSD Equivalent
2.000%September 2021October 2021$1,500$1,500
3M LIBOR + 0.700%September 2021October 2022$500$500
3M LIBOR + 0.800%September 2021October 2024$500$500
1.000%March 2021March 2022€500$587
1.625%March 2021January 2023€700$821
2.125%March 2021April 2023$500$500
4.000%March 2021February 2024$492$492

We recorded approximately $4an extinguishment loss of $137 million within interest and other expense, net related to $110 million paid in excess of carrying value of the debt and from recognizing unamortized discounts and deferred financing costs, which will be amortized into interest expense overin earnings and $27 million foreign currency derivative loss related to the liferedemption at the time of the notes.debt extinguishment. The cash payments related to the redemption were classified as cash outflows from financing activities in the consolidated statement of cash flows.

Debt Repayments:
During 2022, we repaid the following notes (in millions):
Interest RateMaturity DateAmountUSD Equivalent
2.125%
September 2022 (1)
$500$500
0.650%July 2022Fr.150$156
Various
Various (2)
€381$431

(1)Repaid by Mondelez International Holdings Netherlands B.V. ("MIHN"), a wholly owned Dutch subsidiary of Mondelēz International, Inc.
(2)On February 1, 2018, $478 millionJanuary 3, 2022, we closed on our acquisition of our 6.125% U.S. dollarChipita and assumed and entirely paid down €0.4 billion ($0.4 billion) of Chipita's debt during the twelve months ended December 31, 2022.

During 2021, we repaid the following notes matured. Theor term loans (in millions):
Interest RateMaturity DateAmountUSD Equivalent
0.625%December 2021Fr.300$327
2.375%January 2021€679827

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Debt Issuances:
During 2022, we issued the following notes and accrued interest to date were paid with(in millions):
Issuance DateInterest RateMaturity Date
Gross Proceeds (1)
Gross Proceeds USD Equivalent
September 2022 (2)
4.250%September 2025$500$500
March 20222.125%March 2024$500$500
March 20222.625%March 2027$750$750
March 20223.000%March 2032$750$750

During 2021, we issued the following notes (in millions):
Issuance DateInterest RateMaturity Date
Gross Proceeds (1)
Gross Proceeds USD Equivalent
September 2021 (2)
0.750%September 2024$500$500
September 2021 (2)
1.250%September 2026$350$350
September 2021 (2) (3)
0.000%September 2024€300$352
September 2021 (2) (4)
0.250%September 2029€650$769
September 2021 (2) (4)
0.625%September 2032€650$769
September 2021 (2) (4)
1.250%September 2041€700$828
March 20210.250%March 2028€750$896
March 20210.750%March 2033€600$717
March 20211.375%March 2041€650$777

(1)Represents gross proceeds from the issuance of commercial papernotes excluding debt issuance costs, discounts and cash on hand.

premiums.
On January 26, 2018, (2)fr.250 million (or $260 million)Notes issued by Mondelez International Holdings Netherlands B.V. (“MIHN”), a wholly owned Dutch subsidiary of our 0.080% Swiss franc notes matured. The notes and accrued interest to date were paid with the issuance of commercial paper and cash on hand.Mondelēz International, Inc.

(3)Issuance of exchangeable bonds that were issued at 102% of their principal amount and are redeemable for cash or existing ordinary shares of JDE Peet's at our option (see Note 7, Equity Method Investments). Bondholders have an option to redeem bonds before maturity subject to exchange periods. We have identified our option to settle in either cash or existing ordinary shares of JDE Peet's as an embedded derivative that is bifurcated and accounted for separately from the bond. See Note 10, Financial Instruments.
Our weighted-average interest rate on(4)Issuance of green bonds where we have committed to allocate an amount equal to the €1.97 billion total net proceeds from the offering over time to eligible projects that align with our total debt was 2.2% assustainability priorities in the areas of December 31, 2019, 2.3% as of December 31, 2018building a thriving ingredient supply chain and 2.1% as of December 31, 2017.reducing our environmental impact.

Fair Value of Our Debt:
The fair value of our short-term borrowings at December 31, 2019 and December 31, 2018 reflects current market interest rates and approximates the amounts we have recorded on our consolidated balance sheets. The fair value of our term loans was determined using quoted prices for similar instruments in markets that are not active (Level 2 valuation data) and approximates the amounts we have recorded on our consolidated balance sheets. The fair value of our long-term debt was determined using quoted prices in active markets (Level 1 valuation data) for the publicly traded debt obligations. At December 31, 2019, the aggregate fair value
 As of December 31,
 20222021
(in millions)
Fair Value$20,217 $20,249 
Carrying Value$22,933 $19,512 
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Table of our total debt was $19,388 million and its carrying value was $18,426 million. At December 31, 2018, the aggregate fair value of our total debt was $18,650 million and its carrying value was $18,372 million.Contents


Interest and Other Expense, net:
Interest and other expense, net within our results of continuing operations consisted of:
 For the Years Ended December 31,
 202220212020
 (in millions)
Interest expense, debt$428 $365 $423 
Loss on debt extinguishment and related expenses129 137 185 
Loss related to interest rate swaps— — 103 
Other income, net(134)(55)(103)
Interest and other expense, net$423 $447 $608 
 For the Years Ended December 31,
 2019 2018 2017
 (in millions)
Interest expense, debt$484
 $462
 $396
Loss on debt extinguishment and related expenses
 140
 11
Loss/(gain) related to interest rate swaps111
 (10) 
Other (income)/expense, net(139) (72) (25)
Interest and other expense, net$456
 $520
 $382


See Note 10, Financial Instruments, for information on the gain/loss related to U.S. dollar interest rate swaps no longer designated as accounting cash flow hedges during 2019 and 2018 and for information on amounts in other income related to our net investment hedge derivative contracts and the amounts excluded from hedge effectiveness of $133 million in 2019 and $120 million in 2018. See Note 14, Commitments and Contingencies, for information on the $59 million of other income recorded in 2017 in connection with the resolution of a Brazilian indirect tax matter and the reversal of related accrued interest.

Note 10. Financial Instruments

Fair Value of Derivative Instruments:
Derivative instruments were recorded at fair value in the consolidated balance sheets as follows:
 As of December 31,
 20222021
Asset
Derivatives
Liability
Derivatives
Asset
Derivatives
Liability
Derivatives
 (in millions)
Derivatives designated as
accounting hedges:
Interest rate contracts$132 $35 $27 $17 
Net investment hedge derivative contracts (1)
265 241 117 45 
$397 $276 $144 $62 
Derivatives not designated as
   accounting hedges:
Currency exchange contracts$185 $103 $156 $40 
Commodity contracts200 247 387 137 
Interest rate contracts— — — 
Equity method investment contracts (2)
— — 
$393 $353 $543 $180 
Total fair value$790 $629 $687 $242 
 As of December 31,
 2019 2018
 
Asset
Derivatives
 
Liability
Derivatives
 
Asset
Derivatives
 
Liability
Derivatives
 (in millions)
Derivatives designated as
accounting hedges:
       
Interest rate contracts$19
 $190
 $17
 $355
Net investment hedge derivative contracts (1)
312
 65
 337
 28
 $331
 $255
 $354
 $383
Derivatives not designated as
   accounting hedges:
       
Currency exchange contracts$67
 $50
 $72
 $37
Commodity contracts201
 120
 191
 210
 $268
 $170
 $263
 $247
Total fair value$599
 $425
 $617
 $630

(1)Net investment hedge contracts consist of cross-currency interest rate swaps and forward contracts. We also designate some of our non-U.S. dollar denominated debt to hedge a portion of our net investments in our non-U.S. operations. This debt is not reflected in the table above, but is included in long-term debt discussed in Note 9, Debt and Borrowing Arrangements. Both net investment hedge derivative contracts and non-U.S. dollar denominated debt acting as net investment hedges are also disclosed in the Derivative Volume table and the Hedges of Net Investments in International Operations section appearing later in this footnote.
(2)Equity method investment contracts consist of the bifurcated embedded derivative option that was a component of the September 20, 2021 €300 million exchangeable bonds issuance. Refer to Note 9, Debt and Borrowing Arrangements.

(1)
Net investment hedge contracts consist of cross-currency interest rate swaps and forward contracts. We also designate some of our non-U.S. dollar denominated debt to hedge a portion of our net investments in our non-U.S. operations. This debt is not reflected in the table above, but is included in long-term debt discussed in Note 9, Debt and Borrowing Arrangements. Both net investment hedge derivative contracts and non-U.S. dollar denominated debt acting as net investment hedges are also disclosed in the Derivative Volume table and the Hedges of Net Investments in International Operations section appearing later in this footnote.

Derivatives designated as accounting hedges above include cash flow and net investment hedge derivative contracts. Our currency exchange, and commodity derivative and equity method investment contracts are economic hedges that are not designated as accounting hedges. We record derivative assets and liabilities on a gross basis on our consolidated balance sheets. The fair value of our asset derivatives is recorded within other current assets and other assets and the fair value of our liability derivatives is recorded within other current liabilities and other liabilities.


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The fair values (asset/(liability)) of our derivative instruments were determined using:
 As of December 31, 2022
Total
Fair Value of Net
Asset/(Liability)
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
Other Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
 (in millions)
Currency exchange contracts$82 $— $82 $— 
Commodity contracts(47)(35)(12)— 
Interest rate contracts105 — 105 — 
Net investment hedge contracts24 — 24 — 
Equity method investment contracts(3)— (3)— 
Total derivatives$161 $(35)$196 $— 
As of December 31, 2019 As of December 31, 2021
Total
Fair Value of Net
Asset/(Liability)
 
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
 
Significant
Other Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Total
Fair Value of Net
Asset/(Liability)
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
Other Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
(in millions) (in millions)
Currency exchange contracts$17
 $
 $17
 $
Currency exchange contracts$116 $— $116 $— 
Commodity contracts81
 27
 54
 
Commodity contracts251 161 90 — 
Interest rate contracts(171) 
 (171) 
Interest rate contracts10 — 10 — 
Net investment hedge contracts247
 
 247
 
Net investment hedge contracts71 — 71 — 
Equity method investment contractsEquity method investment contracts(3)— (3)— 
Total derivatives$174
 $27
 $147
 $
Total derivatives$445 $161 $284 $— 

 As of December 31, 2018
 Total
Fair Value of Net
Asset/(Liability)
 Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
 Significant
Other Observable
Inputs
(Level 2)
 Significant
Unobservable
Inputs
(Level 3)
 (in millions)
Currency exchange contracts$35
 $
 $35
 $
Commodity contracts(19) (1) (18) 
Interest rate contracts(338) 
 (338) 
Net investment hedge contracts309
 
 309
 
Total derivatives$(13) $(1) $(12) $


Level 1 financial assets and liabilities consist of exchange-traded commodity futures and listed options. The fair value of these instruments is determined based on quoted market prices on commodity exchanges.

Level 2 financial assets and liabilities consist primarily of over-the-counter (“OTC”) currency exchange forwards, options and swaps; commodity forwards and options; net investment hedge contracts; and interest rate swaps. Our currency exchange contracts are valued using an income approach based on observable market forward rates less the contract rate multiplied by the notional amount. Commodity derivatives are valued using an income approach based on the observable market commodity index prices less the contract rate multiplied by the notional amount or based on pricing models that rely on market observable inputs such as commodity prices. Our bifurcated exchange options are valued, as derivative instrument liabilities, using the Black-Scholes option pricing model. This model requires assumptions related to the market price of the underlying note and associated credit spread combined with the share of price, expected dividend yield, and expected volatility of the JDE Peet’s shares over the life of the option. Our calculation of the fair value of interest rate swaps is derived from a discounted cash flow analysis based on the terms of the contract and the observable market interest rate curve. Our calculation of the fair value of financial instruments takes into consideration the risk of nonperformance, including counterparty credit risk. Our OTC derivative transactions are governed by International Swap Dealers Association agreements and other standard industry contracts. Under these agreements, we do not post nor require collateral from our counterparties. The majority of our derivative contracts do not have a legal right of set-off. We manage the credit risk in connection with these and all our derivatives by entering into transactions with counterparties with investment grade credit ratings, limiting the amount of exposure with each counterparty and monitoring the financial condition of our counterparties.


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Derivative Volume:
The gross notional values of our derivative instruments were:
 Notional Amount
 As of December 31,
 20222021
 (in millions)
Currency exchange contracts:
Intercompany loans and forecasted interest payments$2,085 $1,891 
Forecasted transactions5,470 4,831 
Commodity contracts12,131 9,694 
Interest rate contracts4,147 1,850 
Net investment hedges:
Net investment hedge derivative contracts7,319 3,915 
Non-U.S. dollar debt designated as net investment hedges
Euro notes3,410 3,622 
British pound sterling notes— 356 
Swiss franc notes638 811 
Canadian dollar notes443 475 
 Notional Amount
 As of December 31,
 2019 2018
 (in millions)
Currency exchange contracts:   
Intercompany loans and forecasted interest payments$2,474
 $3,239
Forecasted transactions3,993
 2,396
Commodity contracts(1)
7,238
 6,706
Interest rate contracts5,250
 8,679
Net investment hedges:   
Net investment hedge derivative contracts6,864
 6,678
Non-U.S. dollar debt designated as net investment hedges   
Euro notes3,436
 3,514
British pound sterling notes349
 336
Swiss franc notes1,448
 1,424
Canadian dollar notes462
 440


(1)During the fourth quarter of 2019, we changed how we report our commodity contract notional values from a net to a gross basis in line with how we report our other instruments. We have recast 2018 to be consistent with current year presentation.

Cash Flow Hedges:
Cash flow hedge activity, net of taxes, within accumulated other comprehensive earnings/(losses) included:
 For the Years Ended December 31,
 202220212020
 (in millions)
Accumulated (loss)/gain at beginning of period$(148)$(161)$(213)
Transfer of realized (gains)/losses in fair value to earnings(39)(155)161 
Unrealized gain/(loss) in fair value153 168 (109)
Accumulated (loss)/gain at end of period$(34)$(148)$(161)
 For the Years Ended December 31,
 2019 2018 2017
 (in millions)
Accumulated (loss)/gain at beginning of period$(167) $(113) $(121)
Transfer of realized (gains)/losses in fair value to earnings154
 (9) 27
Unrealized gain/(loss) in fair value(199) (45) (19)
Accumulated (loss)/gain at end of period$(212) $(167) $(113)


After-tax gains/(losses) reclassified from accumulated other comprehensive earnings/(losses) into net earnings were:
 For the Years Ended December 31,
 2019 2018 2017
 (in millions)
Currency exchange contracts – forecasted transactions$
 $
 $(3)
Commodity contracts
 
 (24)
Interest rate contracts(154) 9
 
Total$(154) $9
 $(27)

 For the Years Ended December 31,
 202220212020
 (in millions)
Currency exchange contracts - forecasted transactions$(8)$— $— 
Interest rate contracts$47 $155 $(161)
Total$39 $155 $(161)
Within interest and other expense, net, we recognized a loss of $111 million in 2019 and a gain of $10 million in 2018 related to certain forward-starting interest rate swaps for which the planned timing and currency of the related forecasted debt was changed. During the second quarter of 2019, we also recognized a loss of $12 million related to the net loss on equity method investment transactions noted in Note 7,
Equity Method Investments - JDE / Keurig Exchange.

After-tax gains/(losses) recognized in other comprehensive earnings/(losses) were:
 For the Years Ended December 31,
 202220212020
 (in millions)
Currency exchange contracts – forecasted transactions$$— $(2)
Interest rate contracts145 168 (107)
Total$153 $168 $(109)
 For the Years Ended December 31,
 2019 2018 2017
 (in millions)
Currency exchange contracts – forecasted transactions$3
 $
 $(38)
Commodity contracts
 
 7
Interest rate contracts(202) (45) 12
Total$(199) $(45) $(19)


Cash flow hedge ineffectiveness was not materialimmaterial for all periods presented.

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We record pre-tax (i) gains or losses reclassified from accumulated other comprehensive earnings/(losses) into earnings, (ii) gains or losses on ineffectiveness and (iii) gains or losses on amounts excluded from effectiveness testing in:
cost of sales for currency exchange contracts related to forecasted transactions;
cost of sales for commodity contracts; and
in interest and other expense, net for interest rate contracts and currency exchange contracts related to intercompany loans.contracts.

Based on current market conditions, we would expect to transfer losses of $15$7 million (net of taxes) for interest rate cash flow hedges to earnings during the next 12 months.

Cash Flow Hedge Coverage:
As of December 31, 2019,2022, our longest dated cash flow hedges were interest rate swaps that hedge forecasted interest rate payments over the next 43 years, and 98 months.

Hedges of Net Investments in International Operations:

Net investment hedge ("NIH"(“NIH”) derivative contracts:
We enter into cross-currency interest rate swaps and forwards to hedge certain investments in our non-U.S. operations against movements in exchange rates. As of December 31, 2019,2022, the aggregate notional value of these NIH derivative contracts was $6.9$7.3 billion and their impact on other comprehensive earnings and net earnings during the years presented below were as follows:
 For the Years Ended December 31,
 202220212020
 (in millions)
After-tax gain/(loss) on NIH contracts(1)
$396 $63 $(221)
 For the Years Ended December 31,
 2019 2018 2017
 (in millions)
After-tax gain/(loss) on NIH contracts(1)
$(6) $191
 $


(1)Amounts recorded for unsettled and settled NIH derivative contracts are recorded in the cumulative translation adjustment within other comprehensive earnings. The cash flows from the settled contracts are reported within other investing activities in the consolidated statement of cash flows.
(1)Amounts recorded for unsettled and settled NIH derivative contracts are recorded in the cumulative translation adjustment within other comprehensive earnings. The cash flows from the settled contracts are reported within other investing activities in the consolidated statement of cash flows.
 For the Years Ended December 31,
 2019 2018 2017
 (in millions)
Amounts excluded from the assessment of
   hedge effectiveness(1)
$133
 $120
 $
 For the Years Ended December 31,
 202220212020
 (in millions)
Amounts excluded from the assessment of
   hedge effectiveness(1)
$116 $75 $117 

(1)We elected to record changes in the fair value of amounts excluded from the assessment of effectiveness in net earnings within interest and other expense, net.


(1)We elected to record changes in the fair value of amounts excluded from the assessment of effectiveness in net earnings within interest and other expense, net.


Non-U.S. dollar debt designated as net investment hedges:
After-tax gains/(losses) related to hedges of net investments in international operations in the form of euro, British pound sterling, Swiss franc and Canadian dollar-denominated debt were recorded within the cumulative translation adjustment section of other comprehensive income and were:
 For the Years Ended December 31,
 202220212020
 (in millions)
Euro notes$162 $211 $(251)
British pound sterling notes45 (8)
Swiss franc notes13 29 (82)
Canadian notes25 (3)(7)
 For the Years Ended December 31,
 2019 2018 2017
 (in millions)
Euro notes$60
 $126
 $(323)
British pound sterling notes(10) 19
 (26)
Swiss franc notes(19) 7
 (49)
Canadian notes(17) 17
 











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Economic Hedges:
Pre-tax gains/(losses) recorded in net earnings for economic hedges were:
 For the Years Ended December 31,Recognized
in Earnings
 202220212020
 (in millions) 
Currency exchange contracts:
   Intercompany loans and
      forecasted interest payments
$(14)$57 $(70)Interest and other
expense, net
   Forecasted transactions117 80 41 Cost of sales
   Forecasted transactions17 (1)(4)Interest and other
expense, net
   Forecasted transactions(1)— (1)Selling, general
and administrative
expenses
Commodity contracts157 385 Cost of sales
Equity method investment contracts— — Gain on equity method investment contracts
Total$276 $523 $(30)
 For the Years Ended December 31, 
Recognized
in Earnings
 2019 2018 2017 
 (in millions)  
Currency exchange contracts:       
   Intercompany loans and
      forecasted interest payments
$100
 $98
 $13
 
Interest and other
expense, net
   Forecasted transactions17
 103
 (37) Cost of sales
   Forecasted transactions(3) (4) (2) 
Interest and other
expense, net
   Forecasted transactions(8) (3) 3
 
Selling, general
and administrative
expenses
Commodity contracts67
 40
 (218) Cost of sales
Total$173
 $234
 $(241)  



Fair Value of Contingent Consideration

The following is a summary of our contingent consideration liability activity:

 For the Years Ended December 31,
 202220212020
 (in millions)
Liability at the beginning of the period$159 $55 $14 
Contingent consideration arising from acquisitions440 145 17 
Changes in fair value44 (41)24 
Currency(1)— — 
Liability at the end of the period$642 $159 $55 


Contingent consideration was recorded at fair value in the condensed consolidated balance sheets as follows:

 As of December 31, 2022
 Total Fair Value of LiabilityQuoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
Other Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
 (in millions)
Clif Bar (1)
$452 $— $— $452 
Other (2)
190 — — 190 
Total contingent consideration$642 $— $— $642 

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 As of December 31, 2021
 Total Fair Value of LiabilityQuoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
Other Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
 (in millions)
Other (2)
$159 $— $— $159 
Total contingent consideration$159 $— $— $159 

(1)In connection with the Clif Bar acquisition, we entered into a contingent consideration arrangement that may require us to pay additional consideration to the sellers for achieving certain net revenue, gross profit and EBITDA targets in 2025 and 2026 that exceed our base financial projections for the business implied in the upfront purchase price. The other contingent consideration liabilities are recorded at fair value with $452 million classified as long term liabilities at December 31, 2022. The estimated fair value of the contingent consideration obligation at the acquisition date was determined using a Monte Carlo simulation and recorded in other liabilities. Significant assumptions used in assessing the fair value of the liability include financial projections for net revenue, gross profit, and EBITDA, as well as discount and volatility rates. Fair value adjustments are primarily recorded in selling, general and administrative expenses in the condensed consolidated statement of earnings. Refer to Note 2, Acquisitions and Divestitures for additional information.
(2)The other contingent consideration liabilities are recorded at fair value, with $102 million classified as other current liabilities at December 31, 2022 and $88 million and $159 million classified as long term liabilities at December 31, 2022 and December 31, 2021. The estimated fair value of this contingent consideration was determined using a Monte Carlo valuation model based on Level 3 inputs, including management's latest estimate of forecasted future results. Other key assumptions included discount rate and volatility. Fair value adjustments are recorded in selling, general and administrative expenses in the condensed consolidated statement of earnings. Refer to Note 2, Acquisitions and Divestitures for additional information.

Note 11. Benefit Plans

Pension Plans
Obligations and Funded Status:
The projected benefit obligations, plan assets and funded status of our pension plans were:
 U.S. PlansNon-U.S. Plans
 2022202120222021
 (in millions)
Projected benefit obligation at January 1$1,729 $1,887 $10,821 $11,658 
Service cost88 137 
Interest cost51 42 172 130 
Benefits paid(39)(31)(461)(533)
Settlements paid(71)(113)— — 
Actuarial (gains)/losses(482)(63)(2,844)(269)
Acquisitions— — 18 — 
Currency— — (957)(308)
Other— 41 
Projected benefit obligation at December 311,193 1,729 6,878 10,821 
Fair value of plan assets at January 11,826 1,959 11,021 10,972 
Actual return on plan assets(455)(2,388)548 
Contributions10 211 292 
Benefits paid(39)(31)(461)(533)
Settlements paid(71)(113)— — 
Currency— — (992)(258)
Other— — (2)— 
Fair value of plan assets at December 311,265 1,826 7,389 11,021 
Net pension assets at December 31$72 $97 $511 $200 
 U.S. Plans Non-U.S. Plans
 2019 2018 2019 2018
 (in millions)
Projected benefit obligation at January 1$1,511
 $1,762
 $9,578
 $10,852
Service cost38
 43
 122
 146
Interest cost60
 61
 202
 199
Benefits paid(40) (29) (424) (462)
Settlements paid(73) (118) (1) (2)
Actuarial (gains)/losses251
 (208) 761
 (640)
Currency
 
 207
 (528)
Other1
 
 13
 13
Projected benefit obligation at December 311,748
 1,511
 10,458
 9,578
Fair value of plan assets at January 11,510
 1,717
 8,465
 9,327
Actual return on plan assets334
 (99) 1,211
 (243)
Contributions8
 39
 261
 323
Benefits paid(40) (29) (424) (462)
Settlements paid(73) (118) (1) (2)
Currency
 
 246
 (478)
Fair value of plan assets at December 311,739
 1,510
 9,758
 8,465
Net pension (liabilities)/assets at December 31$(9) $(1) $(700) $(1,113)




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The accumulated benefit obligation, which represents benefits earned to the measurement date, for U.S. pension plans was $1,741 million$1.2 billion at December 31, 20192022 and $1,488 million$1.7 billion at December 31, 2018.2021. The accumulated benefit obligation for non-U.S. pension plans was $10,236 million$6.8 billion at December 31, 20192022 and $9,374 million$10.7 billion at December 31, 2018.2021.

SalariedThe actuarial (gain) loss for all pension plans in 2022 and non-union hourly employees hired after January 1, 20092021 was primarily related to a change in the U.S. and after January 1, 2011 in Canada (or earlier for certain legacy Cadbury employees) are no longer eligiblediscount rate used to participate inmeasure the defined benefit pension plans. Benefit accruals for salaried and non-union hourly employee participants in the U.S. and Canada defined benefit pension plans ceased on December 31, 2019. These employees instead receive Company contributions to the employee defined contributionobligations of those plans.

The combined U.S. and non-U.S. pension plans resulted in a net pension liabilityasset of $709$583 million at December 31, 20192022 and $1,114a net pension asset of $297 million at December 31, 2018.2021. We recognized these amounts in our consolidated balance sheets as follows:
 As of December 31,
 20222021
 (in millions)
Prepaid pension assets$1,016 $1,009 
Other current liabilities(30)(31)
Accrued pension costs(403)(681)
$583 $297 
 As of December 31,
 2019 2018
 (in millions)
Prepaid pension assets$516
 $132
Other current liabilities(35) (25)
Accrued pension costs(1,190) (1,221)
 $(709) $(1,114)



Certain of our U.S. and non-U.S. plans are underfunded with accumulated benefit obligations in excess of plan assets. For these plans, the projected benefit obligations, accumulated benefit obligations and the fair value of plan assets were:
 U.S. PlansNon-U.S. Plans
 As of December 31,As of December 31,
 2022202120222021
 (in millions)
Projected benefit obligation$31 $42 $531 $1,889 
Accumulated benefit obligation31 42 492 1,805 
Fair value of plan assets135 1,223 
 U.S. Plans Non-U.S. Plans
 As of December 31, As of December 31,
 2019 2018 2019 2018
 (in millions)
Projected benefit obligation$55
 $52
 $3,613
 $3,343
Accumulated benefit obligation55
 50
 3,447
 3,194
Fair value of plan assets2
 2
 2,443
 2,169


We used the following weighted-average assumptions to determine our benefit obligations under the pension plans:
 U.S. PlansNon-U.S. Plans
 As of December 31,As of December 31,
 2022202120222021
Discount rate5.55 %3.01 %4.51 %1.73 %
Expected rate of return on plan assets6.25 %4.50 %5.41 %3.44 %
Rate of compensation increase4.00 %4.00 %3.22 %2.83 %
 U.S. Plans Non-U.S. Plans
 As of December 31, As of December 31,
 2019 2018 2019 2018
Discount rate3.44% 4.40% 1.74% 2.45%
Expected rate of return on plan assets5.00% 5.75% 4.20% 4.80%
Rate of compensation increase4.00% 4.00% 3.17% 3.31%


Year-end discount rates for our U.S., Canadian, Eurozone and U.K. plans were developed from a model portfolio of high quality, fixed-income debt instruments with durations that match the expected future cash flows of the benefit obligations. Year-end discount rates for our remaining non-U.S. plans were developed from local bond indices that match local benefit obligations as closely as possible. Changes in our discount rates were primarily the result of changes in bond yields year-over-year. We determine our expected rate of return on plan assets from the plan assets’ historical long-term investment performance, current asset allocation and estimates of future long-term returns by asset class.

For the periods presented, we measure service and interest costs by applying the specific spot rates along a yield curve used to measure plan obligations to the plans’ liability cash flows. We believe this approach provides a more precise measurement of service and interest costs by aligning the timing of the plans’ liability cash flows to the corresponding spot rates on the yield curve.

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Components of Net Periodic Pension Cost:
Net periodic pension cost consisted of the following:
U.S. Plans Non-U.S. Plans U.S. PlansNon-U.S. Plans
For the Years Ended December 31, For the Years Ended December 31, For the Years Ended December 31,For the Years Ended December 31,
2019 2018 2017 2019 2018 2017 202220212020202220212020
(in millions) (in millions)
Service cost$38
 $43
 $46
 $122
 $146
 $156
Service cost$$$$88 $137 $121 
Interest cost60
 61
 62
 202
 199
 199
Interest cost51 42 49 172 130 149 
Expected return on plan assets(88) (88) (101) (404) (448) (434)Expected return on plan assets(79)(72)(77)(353)(419)(400)
Amortization:           Amortization:
Net loss from experience differences30
 32
 37
 148
 163
 167
Net loss/(gain)Net loss/(gain)17 17 57 130 118 
Prior service cost/(benefit)1
 2
 2
 (6) (2) (3)Prior service cost/(benefit)(2)(6)(7)
Curtailment expense/(credit) (1)
Curtailment expense/(credit) (1)
— — — (17)— 
Settlement losses and other expenses (1)
16
 35
 35
 (3) 5
 6
14 19 18 
Net periodic pension cost$57
 $85
 $81
 $59
 $63
 $91
Net periodic pension cost$(2)$13 $14 $(28)$(42)$(15)
 
(1)
Settlement losses of $5 million in 2019, $5 million in 2018 and $11 million in 2017 were incurred in connection with our Simplify to Grow Program. See Note 8,
(1)During the third quarter of 2021, we terminated our Defined Benefit Pension Scheme in Nigeria. During the second quarter of 2021, we made a decision to freeze our Defined Benefit Pension Scheme in the United Kingdom. As a result, we recognized curtailment credits of ($17 million) in 2021 recorded within benefit plan non-service income. In connection with the United Kingdom plan freeze, we also incurred incentive payment charges and other expenses of $48 million in 2021 included in operating income.

Restructuring Program, for more information. Net settlement losses of $12 million for our U.S. plans and settlement gains of $4 million for our non-U.S. plans in 2019, and settlement losses of $31 million for our U.S. plans and $4 million for our non-U.S. plans in 2018 and $21 million for our U.S. plans and $6 million for our non-U.S. plans in 2017 related to lump-sum payment elections made by retired employees.

For the U.S. plans, we determine the expected return on plan assets component of net periodic benefit cost using a calculated market return value that recognizes the cost over a four yearfour-year period. For our non-U.S. plans, we utilize a similar approach with varying cost recognition periods for some plans, and with others, we determine the expected return on plan assets based on asset fair values as of the measurement date.

As of December 31, 2019, for the combined U.S. and non-U.S. pension plans, we expected to amortize from accumulated other comprehensive earnings/(losses) into net periodic pension cost during 2020:
an estimated $133 million of net loss from experience differences; and
an estimated $6 million of prior service credit.

We used the following weighted-average assumptions to determine our net periodic pension cost:
 U.S. PlansNon-U.S. Plans
 For the Years Ended December 31,For the Years Ended December 31,
 202220212020202220212020
Discount rate3.01 %2.73 %3.44 %1.74 %1.33 %1.74 %
Expected rate of return
on plan assets
4.50 %4.50 %5.00 %3.44 %3.90 %4.20 %
Rate of compensation increase4.00 %4.00 %4.00 %2.84 %3.16 %3.17 %
 U.S. Plans Non-U.S. Plans
 For the Years Ended December 31, For the Years Ended December 31,
 2019 2018 2017 2019 2018 2017
Discount rate4.40% 3.68% 4.19% 2.45% 2.20% 2.31%
Expected rate of return
on plan assets
5.75% 5.50% 6.25% 4.80% 4.90% 5.14%
Rate of compensation increase4.00% 4.00% 4.00% 3.31% 3.31% 3.29%


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Plan Assets:
The fair value of pension plan assets was determined using the following fair value measurements:
 As of December 31, 2022
Asset CategoryTotal Fair
Value
Quoted Prices
in Active Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
 (in millions)
U.S. equity securities$$$— $— 
Non-U.S. equity securities— — 
Pooled funds - equity securities960 906 54 — 
Total equity securities964 910 54 — 
Government bonds2,495 48 2,447 — 
Pooled funds - fixed-income securities560 453 107 — 
Corporate bonds and other
   fixed-income securities
2,296 144 612 1,540 
Total fixed-income securities5,351 645 3,166 1,540 
Real estate221 152 — 69 
Private equity— — 
Cash— 
Other102 97 — 
Total assets in the fair value hierarchy$6,646 $1,807 $3,225 $1,614 
Investments measured at net asset value1,892 
Total investments at fair value$8,538 
 As of December 31, 2019 As of December 31, 2021
Asset Category 
Total Fair
Value
 
Quoted Prices
in Active Markets
for Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Asset CategoryTotal Fair
Value
Quoted Prices
in Active Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
 (in millions) (in millions)
U.S. equity securities $2
 $2
 $
 $
U.S. equity securities$$$— $— 
Non-U.S. equity securities 2
 2
 
 
Non-U.S. equity securities— — 
Pooled funds - equity securities 2,186
 890
 1,296
 
Pooled funds - equity securities1,545 1,084 461 — 
Total equity securities 2,190
 894
 1,296
 
Total equity securities1,552 1,091 461 — 
Government bonds 3,328
 53
 3,275
 
Government bonds3,777 56 3,721 — 
Pooled funds - fixed-income securities 575
 417
 158
 
Pooled funds - fixed-income securities648 449 199 — 
Corporate bonds and other
fixed-income securities
 2,727
 66
 825
 1,836
Corporate bonds and other
fixed-income securities
3,943 139 1,415 2,389 
Total fixed-income securities 6,630
 536
 4,258
 1,836
Total fixed-income securities8,368 644 5,335 2,389 
Real estate 186
 124
 
 62
Real estate251 179 — 72 
Private equity 3
 
 
 3
Private equity— — 
Cash 122
 117
 5
 
Cash— 
Other 2
 1
 
 1
Other162 157 — 
Total assets in the fair value hierarchy $9,133
 $1,672
 $5,559
 $1,902
Total assets in the fair value hierarchy$10,342 $2,075 $5,801 $2,466 
Investments measured at net asset value 2,297
      Investments measured at net asset value2,382 
Total investments at fair value $11,430
      Total investments at fair value$12,724 

  As of December 31, 2018
Asset Category Total Fair
Value
 Quoted Prices
in Active Markets
for Identical
Assets
(Level 1)
 Significant
Other
Observable
Inputs
(Level 2)
 Significant
Unobservable
Inputs
(Level 3)
  (in millions)
U.S. equity securities $2
 $2
 $
 $
Non-U.S. equity securities 5
 5
 
 
Pooled funds - equity securities 1,951
 743
 1,208
 
Total equity securities 1,958
 750
 1,208
 
Government bonds 3,156
 62
 3,094
 
Pooled funds - fixed-income securities 573
 429
 144
 
Corporate bonds and other
   fixed-income securities
 2,050
 87
 931
 1,032
Total fixed-income securities 5,779
 578
 4,169
 1,032
Real estate 130
 108
 
 22
Private equity 2
 
 
 2
Cash 44
 32
 12
 
Other 2
 1
 
 1
Total assets in the fair value hierarchy $7,915
 $1,469
 $5,389
 $1,057
Investments measured at net asset value 1,993
      
Total investments at fair value $9,908
      


We excluded plan assets of $67$117 million at December 31, 20192022 and $124 million at December 31, 20182021 from the above tables related to certain insurance contracts as they are reported at contract value, in accordance with authoritative guidance.

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Fair value measurements:measurements
Level 1 – includes primarily U.S and non-U.S. equity securities and government bonds valued using quoted prices in active markets.
Level 2 – includes primarily pooled funds, including assets in real estate pooled funds, valued using net asset values of participation units held in common collective trusts, as reported by the managers of the trusts and as supported by the unit prices of actual purchase and sale transactions. Level 2 plan assets also include corporate bonds and other fixed-income securities, valued using independent observable market inputs, such as matrix pricing, yield curves and indices.
Level 3 – includes investments valued using unobservable inputs that reflect the plans’ assumptions that market participants would use in pricing the assets, based on the best information available.
Fair value estimates for pooled funds are calculated by the investment advisor when reliable quotations or pricing services are not readily available for certain underlying securities. The estimated value is based on either cost or last sale price for most of the securities valued in this fashion.
Fair value estimates for private equity investments are calculated by the general partners using the market approach to estimate the fair value of private investments. The market approach utilizes prices and other relevant information generated by market transactions, type of security, degree of liquidity, restrictions on the disposition, latest round of financing data, company financial statements, relevant valuation multiples and discounted cash flow analyses.
Fair value estimates for private debt placements are calculated using standardized valuation methods, including but not limited to income-based techniques such as discounted cash flow projections or market-based techniques utilizing public and private transaction multiples as comparables.
Fair value estimates for real estate investments are calculated by investment managers using the present value of future cash flows expected to be received from the investments, based on valuation methodologies such as appraisals, local market conditions, and current and projected operating performance.
Fair value estimates for fixed-income securities that are buy-in annuity policies are calculated on a replacement policy value basis by discounting the projected cash flows of the plan members using a discount rate based on risk-free rates and adjustments for estimated levels of insurer pricing.
Net asset value – primarily includes equity funds, fixed income funds, real estate funds, hedge funds and private equity investments for which net asset values are normally used.


Changes in our Level 3 plan assets, which are recorded in other comprehensive earnings/(losses), included:
Asset CategoryJanuary 1,
2022
Balance
Net Realized
and Unrealized
Gains/
(Losses)
Net Purchases,
Issuances and
Settlements
Net Transfers
Into/(Out of)
Level 3
Currency
Impact
December 31,
2022
Balance
 (in millions)
Corporate bond and other
   fixed-income securities
$2,387 $(450)$(148)$— $(249)$1,540 
Real estate74 (1)— (6)70 
Private equity and other— — — (1)
Total Level 3 investments$2,466 $(447)$(149)$— $(256)$1,614 
Asset CategoryJanuary 1,
2021
Balance
Net Realized
and Unrealized
Gains/
(Losses)
Net Purchases,
Issuances and
Settlements
Net Transfers
Into/(Out of)
Level 3
Currency
Impact
December 31,
2021
Balance
 (in millions)
Corporate bond and other
   fixed-income securities
$1,791 $(178)$784 $— $(10)$2,387 
Real estate70 — (4)74 
Private equity and other— — — 
Total Level 3 investments$1,865 $(170)$785 $— $(14)$2,466 
Asset Category January 1,
2019
Balance
 
Net Realized
and Unrealized
Gains/
(Losses)
 
Net Purchases,
Issuances and
Settlements
 
Net Transfers
Into/(Out of)
Level 3
 
Currency
Impact
 December 31,
2019
Balance
  (in millions)
Corporate bond and other
   fixed-income securities
 $1,032
 $8
 $727
 $
 $69
 $1,836
Real estate 22
 36
 3
 
 1
 62
Private equity and other 3
 1
 
 
 
 4
Total Level 3 investments $1,057
 $45
 $730
 $
 $70
 $1,902
             
Asset Category January 1,
2018
Balance
 
Net Realized
and Unrealized
Gains/
(Losses)
 
Net Purchases,
Issuances and
Settlements
 
Net Transfers
Into/(Out of)
Level 3
 
Currency
Impact
 December 31,
2018
Balance
  (in millions)
Corporate bond and other
   fixed-income securities
 $790
 $62
 $236
 $
 $(56) $1,032
Real estate 23
 1
 (1) 
 (1) 22
Private equity and other 3
 
 
 
 
 3
Total Level 3 investments $816
 $63
 $235
 $
 $(57) $1,057

The decrease in level 3 pension plan investments during 2022 was related to rising bond yields, benefits paid and currency impact. The increase in Level 3 pension plan investments during 20192021 was primarily due to additional purchases of a buy-incorporate bond, annuity contracts and other fixed income securities, and the increase in 2018 was primarily due to additional purchasessecurities.
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Table of corporate bond and other fixed income securities, which includes private debt placements.Contents

The percentage of fair value of pension plan assets was:
 U.S. PlansNon-U.S. Plans
 As of December 31,As of December 31,
Asset Category2022202120222021
Equity securities15%15%16%17%
Fixed-income securities85%85%63%62%
Real estate3%3%
Buy-in annuity policies17%17%
Cash1%1%
Total100%100%100%100%
  U.S. Plans Non-U.S. Plans
  As of December 31, As of December 31,
Asset Category 2019 2018 2019 2018
Equity securities 15% 15% 26% 26%
Fixed-income securities 85% 85% 54% 59%
Real estate 
 
 6% 6%
Hedge funds 
 
 1% 2%
Buy-in annuity policies 
 
 12% 6%
Cash 
 
 1% 1%
Total 100% 100% 100% 100%


For our U.S. plans, our investment strategy is to reduce theour funded status risk of underfunded plans in part through appropriate asset allocation within our plan assets. We attempt to maintain our target asset allocation by rebalancing between asset classes as we make contributions and monthly benefit payments. The strategy involves using indexed U.S. equity and international equity securities and actively managed U.S. investment grade fixed-income securities (which constitute 95% or more of fixed-income securities) with smaller allocations to high yield fixed-income securities.

For our non-U.S. plans, the investment strategy is subject to local regulations and the asset/liability profiles of the plans in each individual country. In aggregate, the asset allocation targets of our non-U.S. plans are broadly characterized as a mix of approximately 25%15% equity securities, 57%61% fixed-income securities, 12%20% buy-in annuity policies and 6%4% real estate.

Employer Contributions:
In 2019,2022, we contributed $8$4 million to our U.S. pension plans and $248$190 million to our non-U.S. pension plans. In addition, employees contributed $13$21 million to our non-U.S. plans. We make contributions to our pension plans in accordance with local funding arrangements and statutory minimum funding requirements. Discretionary contributions are made to the extent that they are tax deductible and do not generate an excise tax liability.

In 2020,2023, we estimate that our pension contributions will be $16$6 million to our U.S. plans and $230$119 million to our non-U.S. plans based on current tax laws. Our actual contributions may be different due to many factors, including changes in tax and other benefit laws, significant differences between expected and actual pension asset performance or interest rates.

Future Benefit Payments:
The estimated future benefit payments from our pension plans at December 31, 20192022 were (in millions):
 202320242025202620272028-2032
U.S. Plans$147$89$92$91$90$442
Non-U.S. Plans4043954014144192,157
 2020 2021 2022 2023 2024 2025-2029
U.S. Plans$167
 $102
 $105
 $105
 $108
 $513
Non-U.S. Plans380
 376
 385
 395
 403
 2,126


Multiemployer Pension Plans:
In accordance with obligations we have under collective bargaining agreements, we made contributions to multiemployer pension plans of $5 million in 2019, $17 million in 2018for continuing participation and $26 million in 2017. In 2017, the only individually significant multiemployer plan we contributed to was the Bakery and Confectionery Union and Industry International Pension Fund (the “Fund;” Employer Identification Number 52-6118572). Our obligation to contribute to the Fund arose with respect to 8 collective bargaining agreements covering most of our employees represented by the Bakery, Confectionery, Tobacco and Grain Millers Union. All of those collective bargaining agreements expired in 2016 and we continued to contribute to the Fund through December 2018. Our contributions to the Fund were $12 million in 2018 and $22 million in 2017. Our contributions to other multiemployer pension plans thatthese amounts were not individually significant were $5 million in 2019, $5 million in 2018 and $4 million in 2017.material. Our contributions are based on our contribution rates under our collective bargaining agreements, the number of our eligible employees and Fundfund surcharges.


In 2018, we executed a complete withdrawal from the Fund and recorded a $429 million estimated withdrawal liability. On July 11, 2019, we received an undiscounted withdrawal liability assessment from the Fund totaling $526 million requiring pro-rata monthly payments over 20 years and we recorded a $35 million final adjustment to reduce our withdrawal liability as of June 30, 2019.years. We began making monthly payments during the third quarter of 2019. Within selling, general and administrative expenses, we recorded a $35 million ($26 million net of tax) adjustment related to the discounted withdrawal liability. Within interest and other expense, net, we recorded accreted interest of $11 million in 2022, $11 million in 2021 and $11 million in 2020. As of December 31, 2019,2022, the remaining discounted withdrawal liability was $391$344 million, with $14$15 million recorded in other current liabilities and $377$329 million recorded in long-term other liabilities.

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Other Costs:
We sponsor and contribute to employee defined contribution plans. These plans cover eligible salaried, non-union and union employees. Our contributions and costs are determined by the matching of employee contributions, as defined by the plans. Amounts charged to expense in continuing operations for defined contribution plans totaled $72$66 million in 2019, $572022, $73 million in 20182021 and $43$83 million in 2017.2020.

Postretirement Benefit Plans
Obligations:
Our postretirement health care plans are not funded. The changes in and the amount of the accrued benefit obligation were:
 As of December 31,
 20222021
 (in millions)
Accrued benefit obligation at January 1$317 $361 
Service cost
Interest cost
Benefits paid(15)(15)
Plan amendments— (1)
Currency(5)(1)
Actuarial losses/(gains)(75)(39)
Accrued benefit obligation at December 31$233 $317 
 As of December 31,
 2019 2018
 (in millions)
Accrued benefit obligation at January 1$366
 $435
Service cost5
 6
Interest cost15
 15
Benefits paid(16) (19)
Currency5
 (11)
Assumption changes34
 (39)
Actuarial losses/(gains)(6) (21)
Accrued benefit obligation at December 31$403
 $366


The current portion of our accrued postretirement benefit obligation of $16 million at December 31, 20192022 and $15$16 million at December 31, 20182021 was included in other current liabilities.


The actuarial (gain) for all postretirement plans in 2021 and 2022 was driven by gains related to assumption changes partially offset by losses related to a change in the discount rate used to measure the benefit obligations of those plans.

We used the following weighted-average assumptions to determine our postretirement benefit obligations:
 U.S. PlansNon-U.S. Plans
 As of December 31,As of December 31,
 2022202120222021
Discount rate5.53 %2.96 %6.07 %3.81 %
Health care cost trend rate assumed for next year7.00 %5.50 %5.98 %5.72 %
Ultimate trend rate5.00 %5.00 %4.70 %4.47 %
Year that the rate reaches the ultimate trend rate2031202420402040
 U.S. Plans Non-U.S. Plans
 As of December 31, As of December 31,
 2019 2018 2019 2018
Discount rate3.41% 4.37% 3.86% 4.40%
Health care cost trend rate assumed for next year6.00% 6.25% 5.42% 5.44%
Ultimate trend rate5.00% 5.00% 5.42% 5.44%
Year that the rate reaches the ultimate trend rate2024
 2024
 2019
 2018


Year-end discount rates for our U.S., Canadian and U.K. plans were developed from a model portfolio of high quality, fixed-income debt instruments with durations that match the expected future cash flows of the benefit obligations. Year-end discount rates for our remaining non-U.S. plans were developed from local bond indices that match local benefit obligations as closely as possible. Changes in our discount rates were primarily the result of changes in bond yields year-over-year. Our expected health care cost trend rate is based on historical costs.

For the periods presented, we measure service and interest costs for other postretirement benefits by applying the specific spot rates along a yield curve used to measure plan obligations to the plans’ liability cash flows. We believe this approach provides a good measurement of service and interest costs by aligning the timing of the plans’ liability cash flows to the corresponding spot rates on the yield curve.

Assumed health care cost trend rates have a significant impact on the amounts reported for the health care plans. A one-percentage-point change in assumed health care cost trend rates would have the following effects:
 As of December 31, 2019
 One-Percentage-Point
 Increase Decrease
 (in millions)
Effect on postretirement benefit obligation$39
 $(33)
Effect on annual service and interest cost3
 (2)


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Components of Net Periodic Postretirement Health Care Costs:
Net periodic postretirement health care costs consisted of the following:
 For the Years Ended December 31,
 202220212020
 (in millions)
Service cost$$$
Interest cost12 
Amortization:
Net loss/(gain)
Prior service credit— — (30)
Net periodic postretirement health care costs/(benefit)$12 $14 $(6)
 For the Years Ended December 31,
 2019 2018 2017
 (in millions)
Service cost$5
 $6
 $7
Interest cost15
 14
 15
Amortization:     
Net loss from experience differences6
 15
 14
Prior service credit(38) (39) (40)
Net periodic postretirement health care costs/(benefit)$(12) $(4) $(4)


As of December 31, 2019, we expected to amortize from accumulated other comprehensive earnings/(losses) into pre-tax net periodic postretirement health care costs during 2020:
an estimated $10 million of net loss from experience differences, and
an estimated $30 million of prior service credit.


We used the following weighted-average assumptions to determine our net periodic postretirement health care cost:
 U.S. PlansNon-U.S. Plans
 For the Years Ended December 31,For the Years Ended December 31,
 202220212020202220212020
Discount rate2.96%2.68%3.41%3.81%3.35%3.86%
Health care cost trend rate5.50%5.75%6.00%5.72%5.66%5.42%
 U.S. Plans Non-U.S. Plans
 For the Years Ended December 31, For the Years Ended December 31,
 2019 2018 2017 2019 2018 2017
Discount rate4.37% 3.66% 4.14% 4.40% 4.24% 4.55%
Health care cost trend rate6.25% 6.25% 6.50% 5.44% 5.56% 5.50%


Future Benefit Payments:
Our estimated future benefit payments for our postretirement health care plans at December 31, 20192022 were (in millions):
 202320242025202620272028-2032
U.S. Plans$11$12$11$11$11$49
Non-U.S. Plans4555528
 2020 2021 2022 2023 2024 2025-2029
U.S. Plans$11
 $12
 $13
 $14
 $15
 $74
Non-U.S. Plans5
 5
 5
 6
 6
 32


Other Costs:
We made contributions to multiemployer medical plans totaling $17 million in 2022, $19 million in 2021 and $20 million in 2019, $19 million in 2018 and $18 million in 2017.2020. These plans provide medical benefits to active employees and retirees under certain collective bargaining agreements.

Postemployment Benefit Plans
Obligations:
Our postemployment plans are not funded. The changes in and the amount of the accrued benefit obligation at December 31, 20192022 and 20182021 were:
 As of December 31,
 20222021
 (in millions)
Accrued benefit obligation at January 1$56 $65 
Service cost
Interest cost
Benefits paid(14)(12)
Actuarial losses/(gains)(1)(6)
Accrued benefit obligation at December 31$47 $56 
 As of December 31,
 2019 2018
 (in millions)
Accrued benefit obligation at January 1$74
 $76
Service cost6
 6
Interest cost5
 4
Benefits paid(9) (7)
Assumption changes3
 (1)
Actuarial losses/(gains)(13) (4)
Accrued benefit obligation at December 31$66
 $74


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The accrued benefit obligation was determined using a weighted-average discount rate of 5.3%6.3% in 20192022 and 6.7%4.3% in 2018,2021, an assumed weighted-average ultimate annual turnover rate of 0.3%0.4% in 20192022 and 2018,2021, assumed compensation cost increases of 4.0% in 20192022 and 20182021 and assumed benefits as defined in the respective plans.

Postemployment costs arising from actions that offer employees benefits in excess of those specified in the respective plans are charged to expense when incurred.


Components of Net Periodic Postemployment Costs:
Net periodic postemployment costs consisted of the following:
 For the Years Ended December 31,
 202220212020
 (in millions)
Service cost$$$
Interest cost
Amortization of net gains(6)(4)(2)
Net periodic postemployment costs$— $$
 For the Years Ended December 31,
 2019 2018 2017
 (in millions)
Service cost$6
 $6
 $5
Interest cost5
 4
 4
Amortization of net gains(4) (3) (3)
Net periodic postemployment costs$7
 $7
 $6


As of December 31, 2019,2022, the estimated net gain for the postemployment benefit plans that we expect to amortize from accumulated other comprehensive earnings/(losses) into net periodic postemployment costs during 20202023 is approximately $4$3 million.

Note 12. Stock Plans


Under our Amended and Restated 2005 Performance Incentive Plan (the “Plan”“2005 Plan”), we are authorized through May 21, 2024 to issue a maximum of 243.7 million shares of our Class A common stock (“Common StockStock”) to employees and non-employee directors. As of December 31, 2019,2022, there were 56.245.5 million shares available to be granted under the 2005 Plan.

Stock Options:
Stock options (including stock appreciation rights) are granted at an exercise price equal to the market value of the underlying stock on the grant date, generally become exercisable in 3 annual installments beginning on the first anniversary of the grant date and have a maximum term of ten years.

We account for our employee stock options under the fair value method of accounting using a Black-Scholes methodology or a Lattice Model to measure stock option expense at the date of grant. The fair value of the stock options at the date of grant is amortized to expense over the vesting period. We recorded compensation expense related to stock options held by our employees of $38$20 million in 2019, $432022, $23 million in 20182021 and $50$28 million in 20172020 in our results from continuing operations. The deferred tax benefit recorded related to this compensation expense was $8$3 million in 2019, $72022, $4 million in 20182021 and $12$5 million in 2017.2020. The unamortized compensation expense related to our employee stock options was $35$21 million at December 31, 20192022 and is expected to be recognized over a weighted-average period of 1.21.6 years.

Our weighted-average Black-Scholes and Lattice Model fair value assumptions were:
 Risk-Free
Interest Rate
Expected LifeExpected
Volatility
Expected
Dividend Yield
Fair Value
at Grant Date
20221.87%5 years22.05%2.13%$11.24
20210.57%5 years23.45%2.20%$9.08
20201.34%5 years19.64%2.06%$8.61
 
Risk-Free
Interest Rate
 Expected Life 
Expected
Volatility
 
Expected
Dividend Yield
 
Fair Value
at Grant Date
20192.46% 5 years 19.96% 2.37% $7.83
20182.68% 5 years 20.96% 2.02% $8.30
20172.04% 6 years 22.75% 1.74% $8.57


The risk-free interest rate represents the constant maturity U.S. government treasuries rate with a remaining term equal to the expected life of the options. The expected life is the period over which our employees are expected to hold their options. Volatility reflects historical movements in our stock price for a period commensurate with the expected life of the options. The dividend yield reflects the dividend yield in place at the time of the historical grants.


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Stock option activity is reflected below:
Shares Subject
to Option
Weighted-
Average
Exercise or
Grant Price
Per Share
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
Shares Subject
to Option
 
Weighted-
Average
Exercise or
Grant Price
Per Share
 
Average
Remaining
Contractual
Term
 
Aggregate
Intrinsic
Value
Balance at January 1, 201753,601,612
 $28.02
   $874 million
Balance at January 1, 2020Balance at January 1, 202033,855,948 $36.19 $640  million
Annual grant to eligible employees6,012,140
 43.20
  Annual grant to eligible employees2,280,440 59.04 
Additional options issued162,880
 42.54
  Additional options issued136,360 49.48 
Total options granted6,175,020
 43.18
  Total options granted2,416,800 58.50 
Options exercised (1)
(9,431,009) 26.17
 $170 million
Options exercised (1)
(7,847,964)30.55 $205  million
Options cancelled(1,910,968) 38.10
  Options cancelled(672,890)44.94 
Balance at December 31, 201748,434,655
 29.92
 $626 million
Balance at December 31, 2020Balance at December 31, 202027,751,894 39.51 $527  million
Annual grant to eligible employees5,666,530
 43.51
  Annual grant to eligible employees2,412,710 56.13 
Additional options issued168,306
 31.40
  Additional options issued160,640 58.17 
Total options granted5,834,836
 43.16
  Total options granted2,573,350 56.26 
Options exercised (1)
(9,333,271) 25.16
 $170 million
Options exercised (1)
(6,249,330)33.68 $169  million
Options cancelled(1,117,390) 42.93
  Options cancelled(572,155)49.65 
Balance at December 31, 201843,818,830
 32.36
 $371 million
Balance at December 31, 2021Balance at December 31, 202123,503,759 42.65 $556  million
Annual grant to eligible employees4,793,570
 47.72
  Annual grant to eligible employees2,180,540 64.65 
Additional options issued68,420
 50.82
  Additional options issued63,490 64.39 
Total options granted4,861,990
 47.76
  Total options granted2,244,030 64.64 
Options exercised (1)
(13,668,354) 27.53
 $306 million
Options exercised (1)
(4,780,086)35.96 $142  million
Options cancelled(1,156,518) 42.22
  Options cancelled(477,453)55.89 
Balance at December 31, 201933,855,948
 36.19
 5 years $640 million
Exercisable at December 31, 201925,121,711
 32.89
 4 years $557 million
Balance at December 31, 2022Balance at December 31, 202220,490,250 46.31 5 years$417  million
Exercisable at December 31, 2022Exercisable at December 31, 202216,350,018 42.62 4 years$393  million
 
(1)Cash received from options exercised was $369 million in 2019, $231 million in 2018 and $257 million in 2017. The actual tax benefit realized and recorded in the provision for income taxes for the tax deductions from the option exercises totaled $40 million in 2019, $21 million in 2018 and $31 million in 2017.
(1)Cash received from options exercised was $158 million in 2022, $206 million in 2021 and $236 million in 2020. The actual tax benefit realized and recorded in the provision for income taxes for the tax deductions from the option exercises totaled $22 million in 2022, $24 million in 2021 and $27 million in 2020.

Deferred Stock Units, Performance Share Units and Restricted Stock:Other Stock-Based Awards:
Historically we have made grantsWe recorded compensation expense related to DSUs, PSUs and other stock-based awards of $100 million in 2022, $98 million in 2021 and $98 million in 2020 in our results from continuing operations. The deferred stock units, performance share unitstax benefit recorded related to this compensation expense was $17 million in 2022, $16 million in 2021 and restricted stock. Beginning$15 million in 2016, we only grant deferred stock units2020. The unamortized compensation expense related to our DSUs, PSUs and performance share unitsother stock-based awards was $113 million at December 31, 2022 and no longer grant restricted stock. Deferred stock units grantedis expected to eligible employees have most shareholder rights, except that they may not sell, assign, pledge or otherwise encumberbe recognized over a weighted-average period of 0.9 years.

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Our PSU, DSU and other stock-based award activity is reflected below:
Number
of Shares
Grant DateWeighted-Average
Fair Value
Per Share (4)
Weighted-Average
Aggregate
Fair Value (3)
Balance at January 1, 20205,661,945 $46.90 
Annual grant to eligible employees:Feb. 20, 2020
Performance share units825,230 65.83 
Deferred stock units545,550 59.04 
Additional shares granted (1)
390,730 Various56.90 
Total shares granted1,761,510 61.75 $109  million
Vested (2) (3)
(2,051,054)42.87 $88  million
Forfeited (2)
(475,411)48.24 
Balance at December 31, 20204,896,990 53.80 
Annual grant to eligible employees:Feb. 18, 2021
Performance share units903,250 59.35 
Deferred stock units550,090 56.13 
Additional shares granted (1)
1,163,644 Various53.76 
Total shares granted2,616,984 56.19 $147  million
Vested (2) (3)
(2,459,427)49.59 $122  million
Forfeited (2)
(386,501)57.52 
Balance at December 31, 20214,668,046 57.04 
Annual grant to eligible employees:Feb. 24, 2022
Performance share units806,590 61.87 
Deferred stock units505,090 64.65 
Additional shares granted (1)
836,117 Various59.37 
Total shares granted2,147,797 61.55 $132  million
Vested (2) (3)
(1,925,556)54.13 $104  million
Forfeited (2)
(438,613)60.68 
Balance at December 31, 20224,451,674 60.12 

(1)Includes PSUs and DSUs.
(2)Includes PSUs, DSUs and other stock-based awards.
(3)The actual tax benefit realized and recorded in the provision for income taxes for the tax deductions from the shares vested totaled $5 million in 2022, $6 million in 2021 and our deferred stock units do not have voting rights until vested. Shares of deferred stock units are subject to forfeiture if certain employment conditions are not met. Deferred stock units generally vest on the third anniversary of the grant date. Performance share units granted under our 2005 Plan vest based on varying performance, market and service conditions. The unvested performance share units have no voting rights and do not pay dividends. Dividend equivalents accumulated over the vesting period are paid only after the performance share units vest.$5 million in 2020.

The fair value of the deferred stock units, performance share units and restricted stock at the date of grant is amortized to earnings over the vesting period. The fair value of our deferred stock units and restricted stock is measured at the market price of our Common Stock on the grant date. Performance share unit awards generally have targets tied to both performance and market-based conditions. For market condition components, market volatility and other factors are taken into consideration in determining the grant date fair value and the related compensation expense is recognized regardless of whether the market condition is satisfied, provided that the requisite service has been provided. For performance condition components, we estimate the probability that the performance conditions will be achieved each quarter and adjust compensation expenses accordingly. (4)The grant date fair value of performance share unitsPSUs is determined based on the Monte Carlo simulation model for the market-based total shareholder return component and the closing market price of our Common Stockthe Company’s stock on the grant date for performance-based components. The numberMonte Carlo simulation model incorporates the probability of performance share units that ultimately vest ranges from 0-200 percentachieving the total shareholder return market condition. Compensation expense is recognized using the grant date fair values regardless of whether the number granted, based onmarket condition is achieved, so long as the achievement of the performance and market-based components.requisite service has been provided.

We recorded compensation expense related to deferred stock units, performance share units and restricted stock of $97 million in 2019, $85 million in 2018 and $87 million in 2017 in our results from continuing operations. The deferred tax benefit recorded related to this compensation expense was $16 million in 2019, $12 million in 2018 and $23 million in 2017. The unamortized compensation expense related to our deferred stock units, performance share units and restricted stock was $106 million at December 31, 2019 and is expected to be recognized over a weighted-average period of 1.5 years.

Our performance share unit, deferred stock unit and restricted stock activity is reflected below:
 
Number
of Shares
 Grant Date 
Weighted-Average
Fair Value
Per Share (4)
 
Weighted-Average
Aggregate
Fair Value (3)
Balance at January 1, 20177,593,627
   $36.90
  
Annual grant to eligible employees:  Feb. 16, 2017    
Performance share units1,087,010
   43.14
  
Deferred stock units845,550
   43.20
  
Additional shares granted (1)
1,537,763
 Various 42.22
  
Total shares granted3,470,323
   42.75
 $148 million
Vested (2) (3)
(2,622,807)   35.78
 $94 million
Forfeited (2)
(771,438)   38.69
  
Balance at December 31, 20177,669,705
   39.74
  
Annual grant to eligible employees:  Feb. 22, 2018    
Performance share units1,048,770
   51.23
  
Deferred stock units788,310
   43.51
  
Additional shares granted (1)
446,752
 Various 41.78
  
Total shares granted2,283,832
   46.72
 $107 million
Vested (2) (3)
(2,511,992)   38.91
 $98 million
Forfeited (2)
(882,535)   42.00
  
Balance at December 31, 20186,559,010
   42.19
  
Annual grant to eligible employees:  Feb. 22, 2019    
Performance share units891,210
   57.91
  
Deferred stock units666,880
   47.72
  
Additional shares granted (1)
205,073
 Various 54.81
  
Total shares granted1,763,163
   53.69
 $95 million
Vested (3)
(2,007,848)   37.81
 $76 million
Forfeited(652,380)   45.88
  
Balance at December 31, 20195,661,945
   46.90
  


114
(1)Includes performance share units and deferred stock units.
(2)Includes performance share units, deferred stock units and historically granted restricted stock.
(3)The actual tax benefit/(expense) realized and recorded in the provision for income taxes for the tax deductions from the shares vested totaled $2 million in 2019, $3 million in 2018 and $7 million in 2017.
(4)The grant date fair value of performance share units is determined based on the Monte Carlo simulation model for the market-based total shareholder return component and the closing market price of the Company’s stock on the grant date for performance-based components. The Monte Carlo simulation model incorporates the probability of achieving the total shareholder return market condition. Compensation expense is recognized using the grant date fair values regardless of whether the market condition is achieved, so long as the requisite service has been provided.



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Note 13. Capital Stock

Our amended and restated articles of incorporation authorize 5.0 billion shares of Class A common stock (“Common Stock”)Stock and 500 million shares of preferred stock. There were no preferred shares issued and outstanding at December 31, 2019, 20182022, 2021 and 2017.2020. Shares of Common Stock issued, in treasury and outstanding were:
Shares IssuedTreasury SharesShares
Outstanding
Balance at January 1, 20201,996,537,778 (561,531,524)1,435,006,254 
Shares repurchased— (25,071,845)(25,071,845)
Exercise of stock options and issuance of
   other stock awards
— 9,239,812 9,239,812 
Balance at December 31, 20201,996,537,778 (577,363,557)1,419,174,221 
Shares repurchased— (35,384,366)(35,384,366)
Exercise of stock options and issuance of
   other stock awards
— 7,840,684 7,840,684 
Balance at December 31, 20211,996,537,778 (604,907,239)1,391,630,539 
Shares repurchased— (31,556,510)(31,556,510)
Exercise of stock options and issuance of
   other stock awards
— 5,817,062 5,817,062 
Balance at December 31, 20221,996,537,778 (630,646,687)1,365,891,091 
  Shares Issued Treasury Shares 
Shares
Outstanding
Balance at January 1, 2017 1,996,537,778
 (468,172,237) 1,528,365,541
Shares repurchased 
 (50,598,902) (50,598,902)
Exercise of stock options and issuance of
   other stock awards
 
 10,369,445
 10,369,445
Balance at December 31, 2017 1,996,537,778
 (508,401,694) 1,488,136,084
Shares repurchased 
 (47,258,884) (47,258,884)
Exercise of stock options and issuance of
   other stock awards
 
 10,122,655
 10,122,655
Balance at December 31, 2018 1,996,537,778
 (545,537,923) 1,450,999,855
Shares repurchased 
 (30,902,465) (30,902,465)
Exercise of stock options and issuance of
   other stock awards
 
 14,908,864
 14,908,864
Balance at December 31, 2019 1,996,537,778
 (561,531,524) 1,435,006,254


Stock plan awards to employees and non-employee directors are issued from treasury shares. At December 31, 2019, 962022, 70.4 million shares of Common Stock held in treasury were reserved for stock options and other stock awards.

Share Repurchase Program:
Between 2013 and 2017,2020, our Board of Directors authorized the repurchase of a total of $13.7$23.7 billion of our Common Stock through December 31, 2018. On January 31, 2018, our Finance Committee, with authorization delegated from our Board of Directors, approved an increase of $6.0 billion in the share repurchase program, raising the authorization to $19.7 billion of Common Stock repurchases, and extended the program through December 31, 2020.2023. Repurchases under the program are determined by management and are wholly discretionary. Prior to January 1, 2019,2022, we had repurchased approximately $15.0$20.0 billion of Common Stock pursuant to this authorization. During 2019,the twelve months ended December 31, 2022, we repurchased approximately 30.931.6 million shares of Common Stock at an average cost of $48.51$63.41 per share, or an aggregate cost of approximately $1.5$2.0 billion, all of which was paid during the period except for approximately $19 million settled in January 2020.period. All share repurchases were funded through available cash and commercial paper issuances. AsOur Board of Directors approved a new program authorizing the repurchase of up to $6.0 billion of our Common Stock through December 31, 2019, we have approximately $3.2 billion in remaining2025. This authorization, effective January 1, 2023, replaces our current share repurchase capacity.program.


Note 14. Commitments and Contingencies

Legal Proceedings:
We routinely are involved in various pending or threatened legal proceedings, claims, disputes, regulatory matters and governmental inquiries, inspections or investigations ("Legal Matters") arising in the ordinary course of our business.

In February 2013 and March 2014, Cadbury India Limited (now known as Mondelez India Foods Private Limited), a subsidiary of Mondelēz International, and other parties received show cause notices from the Indian Central Excise Authority (the “Excise Authority”) calling upon the parties to demonstrate why the Excise Authority should not collect a total of 3.7 billion Indian rupees ($52 million as of December 31, 2019) ("Period 1") of unpaid excise tax and an equivalent amount of penalties, as well as interest, related to production at the same Indian facility. We contested these demands and on March 27, 2015, the Commissioner of the Excise Authority (the "Commissioner") issued an order denying the excise exemption that we claimed for Period 1. We appealed this order in June 2015. The Excise Authority issued additional show cause notices in February 2015, December 2015 and October 2017 on the same issue covering additional periods through June 2017 ("Period 2"). These 3 notices added a total of 4.9 billion Indian rupees ($68 million as of December 31, 2019) of allegedly unpaid excise taxes subject to penalties up to an equivalent amount plus accrued interest. We contested these demands, and on May 25, 2019, the Commissioner issued an order denying the excise exemption that we claimed for Period 2. We appealed this order in August 2019. With the implementation of the Goods and Services Tax ("GST") in India in July 2017, we stopped receiving show

cause notices for additional amounts on this issue. Beginning in the fall of 2019, the government of India made available an amnesty to resolve legacy tax issues following the GST implementation. Under the amnesty, upon payment of 50% of the principal demand for cases pending adjudication or appeal as of June 30, 2019 and 60% of the principal demand for cases where the appeal was filed after June 30, 2019, the government would waive the remainder of the principal demand as well as any penalties imposed and interest, and it would also grant immunity from prosecution. Although we continue to believe that our decision to claim the excise tax benefit was valid, in December 2019, we filed for the amnesty and accrued a total of 4.6 billion Indian rupees ($65 million as of December 31, 2019) in selling, general and administrative expenses for this matter. In January 2020, we made the related payments under the amnesty. This matter is now resolved, and the resolution was not materialincidental to our business, including those noted below in this section. We record provisions in the consolidated financial statements for pending legal matters when we determine that an unfavorable outcome is probable, and the amount of the loss can be reasonably estimated. For matters we have not provided for that are reasonably possible to result in an unfavorable outcome, management is unable to estimate the possible loss or range of loss or such amounts have been determined to be immaterial. At present we believe that the ultimate outcome of these legal proceedings and regulatory and governmental matters, individually and in the aggregate, will not materially harm our financial position, results of operations or cash flows. However, legal proceedings and regulatory and governmental matters are subject to inherent uncertainties, and unfavorable rulings or other events could occur. Unfavorable resolutions could involve substantial fines, civil or criminal penalties, and other expenditures. In addition, in matters for which conduct remedies are sought, unfavorable resolutions could include an injunction or other order prohibiting us from selling one or more products at all or in particular ways, precluding particular business practices or requiring other equitable remedies. An unfavorable outcome might result in a material adverse impact on our business, results of operations or financial condition.position.

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On April 1, 2015,, the U.S. Commodity Futures Trading Commission ("CFTC") filed a complaint against Kraft Foods Group and Mondelēz Global LLC (“Mondelēz Global”) in the U.S. District Court for the Northern District of Illinois (the "District Court"), Eastern Division (the “CFTC action”) following its investigation of activities related to the trading of December 2011 wheat futures contracts that occurred prior to the spin-off of Kraft Foods Group. The complaint allegesalleged that Kraft Foods Group and Mondelēz Global (1) manipulated or attempted to manipulate the wheat markets during the fall of 2011; (2) violated position limit levels for wheat futuresfutures; and (3) engaged in non-competitive trades by trading both sides of exchange-for-physical Chicago Board of Trade wheat contracts. The CFTC seekssought civil monetary penalties of either triple the monetary gain for each violation of the Commodity Exchange Act (the “Act”) or $1 million for each violation of Section 6(c)(1), 6(c)(3) or 9(a)(2) of the Act and $140,000 for each additional violation of the Act, plus post-judgment interest; an order of permanent injunction prohibiting Kraft Foods Group and Mondelēz Global from violating specified provisions of the Act; disgorgement of profits; and costs and fees. On August 15, 2019,May 13, 2022, the District Court approved a settlement agreement between the CFTC and Mondelēz Global. The terms of the settlement, which are available in the District Court’s docket, had an immaterial impact on our financial position, results of operations and cash flows. On October 23, 2019, following a rulingflows and did not include an admission by the United States Court of Appeals for the Seventh Circuit (the "Seventh Circuit") regarding Mondelēz Global's allegations that the CFTC and its Commissioners violated certain terms of the settlement agreement and the CFTC's argument that the Commissioners were not bound by the terms of the settlement agreement, the District Court vacated the settlement agreement and reinstated all pending motions that the District Court had previously mooted as a result of the settlement.Additionally, severalGlobal. Several class action complaints also were filed against Kraft Foods Group and Mondelēz Global in the District Court by investors in wheat futures and options on behalf of themselves and others similarly situated. The complaints make similar allegations as those made in the CFTC action, and the plaintiffs are seeking class action certification; monetary damages, interest and unjust enrichment; costs and fees; and injunctive, declaratory and other unspecified relief. In June 2015, these suits were consolidated in the United States District Court.Court for the Northern District of Illinois as case number 15-cv-2937, Harry Ploss et al. v. Kraft Foods Group, Inc. and Mondelēz Global LLC. On January 3, 2020, the District Court granted plaintiffs' request to certify a class. On January 17, 2020, we filed a petition for an interlocutory appeal of the District Court's class certification decision to the Seventh Circuit. It is not possible to predict the outcome of these matters; however, based on our Separation and Distribution Agreement with Kraft Foods Group dated as of September 27, 2012, we expect to bear any monetary penalties or other payments in connection with the CFTCclass action. Although the CFTC action and the class action complaints involve the same alleged conduct, athe resolution or decision with respect to one of the mattersCFTC matter may not be dispositive as to the outcome of the other matter.class action.

InAs previously disclosed, in November 2019, the European Commission informed us that it has initiated an investigation into our alleged infringement of European Union competition law through certain practices allegedly restricting cross-border trade within the European Economic Area. On January 28, 2021, the European Commission announced it had taken the next procedural step in its investigation and opened formal proceedings. We arehave been cooperating with the investigation. The fact that an investigation has been initiated does not mean thatand in the fourth quarter of 2022 discussions with the European Commission has concluded that there isprogressed in an infringement.effort to reach a negotiated, proportionate resolution to this matter. In view of the developments in this period, within other current liabilities in the consolidated balance sheets as of December 31, 2022 and selling, general and administrative expenses in the consolidated statement of earnings for 2022, we have determined to record an accrual in accordance with U.S. GAAP of €300 million ($318 million) as an estimate of the possible cost to resolve this matter. It is not possible to predict how long the investigationif our discussions will takeresult in a negotiated resolution, or result in a negotiated resolution in a higher amount, or when we will have clarity on the ultimate outcome of this matter.

On August 21, 2018, the Virginia Department of Environmental Quality (“VDEQ”) issuedthese discussions. If our discussions do not result in a Notice of Violation (“NOV”) to Mondelēz Global. In the NOV, the VDEQ alleges that in our Richmond bakery, one operating line did not have the proper minimum temperature on its pollution control equipment andnegotiated resolution, we expect that the bakery failed to provide certain observationEuropean Commission will pursue proceedings against the Company, including the imposition of a fine, and training records. The VDEQ indicatedwe would defend against any allegations made in such proceedings. There is a possibility that the alleged violations may lead to a fine and/or injunctive relief. We are working with the VDEQ to reach a resolution of this matter, and we do not expect this matter to have a material effect on our financial results.

We are a party to various legal proceedings, including disputes, litigation and regulatory matters, incidental to our business, including those noted above in this section. We record provisions in the consolidated financial statements for pending litigation when we determine that an unfavorable outcome is probable andfinal liability could be materially higher than the amount accrued. However, due to the inherent uncertainty of the loss can be reasonably estimated. For matters that are reasonablydiscussions and possible to result in an unfavorable outcome,

management is unable to estimate theoutcomes, any possible loss or range of loss or such amounts have been determined to be immaterial. At present we believe thatdifferent from the ultimate outcome of these proceedings, individually and in the aggregate, willamount accrued is not materially harm our financial position, results of operations or cash flows. However, legal proceedings and government investigations are subject to inherent uncertainties, and unfavorable rulings or other events could occur. Unfavorable resolutions could involve substantial monetary damages. In addition, in matters for which conduct remedies are sought, unfavorable resolutions could include an injunction or other order prohibiting us from selling one or more productsreasonably estimable at all or in particular ways, precluding particular business practices or requiring other remedies. An unfavorable outcome might result in a material adverse impact on our business, results of operations or financial position.this time.

Third-Party Guarantees:
We enter into third-party guarantees primarily to cover long-term obligations of our vendors. As part of these transactions, we guarantee that third parties will make contractual payments or achieve performance measures. At December 31, 2019,2022, we had no material third-party guarantees recorded on our consolidated balance sheet.sheets.

Tax Matters:
We are a party to various tax matter proceedings incidental to our business. These proceedings are subject to inherent uncertainties, and unfavorable outcomes could subject us to additional tax liabilities and could materially adversely impact our business, results of operations or financial position.

During the fourth quarter



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Table of 2019, we resolved several indirect tax matters and recorded $85 million of net indirect tax expenses within selling, general and administrative expenses. These amounts primarily include the matter resolved under the tax amnesty described above under “Legal Proceedings.”Contents

A tax indemnification matter related to our 2007 acquisition of the LU biscuit business was closed during the quarter ended June 30, 2018. The closure had no impact on net earnings, however, it did result in a $15 million tax benefit that was fully offset by an $11 million expense in selling, general and administrative expenses and a $4 million expense in interest and other expense, net.

During the first quarter of 2017, the Brazilian Supreme Court (the “Court”) ruled against the Brazilian tax authorities in a leading case related to the computation of certain indirect taxes. The Court ruled that the indirect tax base should not include a value-added tax known as “ICMS”. By removing the ICMS from the tax base, the Court effectively eliminated a “tax on a tax.” In lower courts, our Brazilian subsidiaries filed lawsuits to recover amounts paid and to discontinue subsequent payments related to the “tax on a tax.” Our Brazilian subsidiaries received injunctions against making payments for the “tax on a tax” in 2008 and since that time until December 2016, had accrued this portion of the tax each quarter in the event that the tax was reaffirmed by the Brazilian courts. On September 30, 2017, based on legal advice and the publication of the Court’s decision related to this case, we determined that the likelihood that the increased tax base would be reinstated and assessed against us was remote. Accordingly, we reversed our accrual of 667 million Brazilian reais, or $212 million as of September 30, 2017, of which $153 million was recorded within selling, general and administrative expenses and $59 million was recorded within interest and other expense, net. In connection with the Court's 2017 decision, the Brazilian tax authority filed a motion seeking clarification and adjustment of the terms of enforcement and that motion is still to be decided. We continue to monitor developments in this matter and currently do not expect a material future impact on our financial statements. During the fourth quarter of 2018, in one of our lower court cases, the Brazilian Federal Court of Appeals ruled in our favor against the Brazilian tax authority, allowing one of our Brazil subsidiaries to recover amounts previously paid. As a result, we recorded a net benefit in selling, general and administrative expenses of $26 million.

As part of our 2010 Cadbury acquisition, we became the responsible party for tax matters under a February 2, 2006 dated Deed of Tax Covenant between the Cadbury Schweppes PLC and related entities (“Schweppes”) and Black Lion Beverages and related entities. The tax matters included an ongoing transfer pricing case with the Spanish tax authorities related to the Schweppes businesses Cadbury divested prior to our acquisition of Cadbury. During the first quarter of 2017, the Spanish Supreme Court decided the case in our favor. As a result of the final ruling, during the first quarter of 2017, we recorded a favorable earnings impact of $46 million in selling, general and administrative expenses and $12 million in interest and other expense, net, for a total pre-tax impact of $58 million due to the non-cash reversal of Cadbury-related accrued liabilities related to this matter. We recorded a total of $4 million of income over the third and fourth quarters of 2017 in connection with the related bank guarantee releases.



Note 15. Reclassifications from Accumulated Other Comprehensive Income


The following table summarizes the changes in the accumulated balances of each component of accumulated other comprehensive earnings/(losses) attributable to Mondelēz International. Amounts reclassified from accumulated other comprehensive earnings/(losses) to net earnings (net of tax) were net losseslosses/(gains) of $279$21 million in 2019, $1692022, $(44) million in 20182021 and $174$285 million in 2017.2020.
 For the Years Ended December 31,
 202220212020
 (in millions)
Currency Translation Adjustments:
Balance at beginning of period$(9,097)$(8,655)$(8,320)
Currency translation adjustments(659)(481)(398)
Reclassification to earnings related to:
Equity method investment transactions (1)
— — 29 
Tax (expense)/benefit(66)23 47 
Other comprehensive earnings/(losses)(725)(458)(322)
Less: other comprehensive (earnings)/loss attributable to noncontrolling interests14 16 (13)
Balance at end of period(9,808)(9,097)(8,655)
Pension and Other Benefit Plans:
Balance at beginning of period$(1,379)$(1,874)$(1,721)
Net actuarial gain/(loss) arising during period149 398 (187)
Tax (expense)/benefit on net actuarial gain/(loss)(37)(80)38 
Losses/(gains) reclassified into net earnings:
Amortization of experience losses and prior service costs (2)
57 140 104 
Settlement losses and other expenses (1)
16 22 22 
Curtailment credit (2)
(17)— 
Tax (benefit) on reclassifications (3)
(21)(34)(31)
Currency impact102 66 (99)
Other comprehensive earnings/(losses)274 495 (153)
Balance at end of period(1,105)(1,379)(1,874)
Derivative Cash Flow Hedges:
Balance at beginning of period$(148)$(161)$(213)
Net derivative gains/(losses)160 163 (132)
Tax (expense)/benefit on net derivative gain/(loss)(13)— 27 
Losses/(gains) reclassified into net earnings:
Currency exchange contracts (4)
— — 
Interest rate contracts (1) (4)
(30)(152)189 
Tax (benefit) on reclassifications (3)
(17)(3)(28)
Currency impact(4)
Other comprehensive earnings/(losses)114 13 52 
Balance at end of period(34)(148)(161)
Accumulated other comprehensive income attributable to
   Mondelēz International:
Balance at beginning of period$(10,624)$(10,690)$(10,254)
Total other comprehensive earnings/(losses)(337)50 (423)
Less: other comprehensive (earnings)/loss attributable to noncontrolling interests14 16 (13)
Other comprehensive earnings/(losses) attributable to Mondelēz International(323)66 (436)
Balance at end of period$(10,947)$(10,624)$(10,690)
(1)Includes equity method investment transactions recorded within gain/(loss) on equity method investment transactions.
(2)These reclassified losses are included in net periodic benefit costs disclosed in Note 11, Benefit Plans.
(3)Taxes reclassified to earnings are recorded within the provision for income taxes.
(4)These reclassified losses are recorded within interest and other expense, net.
117
 For the Years Ended December 31,
 2019 2018 2017
 (in millions)
Currency Translation Adjustments:     
Balance at beginning of period$(8,603) $(7,740) $(8,910)
Currency translation adjustments250
 (698) 984
Reclassification to earnings related to:     
Equity method investment transactions
 6
 
Tax (expense)/benefit49
 (173) 214
Other comprehensive earnings/(losses)299
 (865) 1,198
Less: other comprehensive (earnings)/loss attributable to noncontrolling interests2
 2
 (28)
Balance at end of period(8,302) (8,603) (7,740)
Pension and Other Benefit Plans:     
Balance at beginning of period$(1,860) $(2,144) $(2,087)
Net actuarial gain/(loss) arising during period(10) 36
 (71)
Tax (expense)/benefit on net actuarial gain/(loss)20
 (16) 50
Losses/(gains) reclassified into net earnings:     
Amortization of experience losses and prior service costs (1)
137
 168
 174
Settlement losses and other expenses (1)
30
 40
 38
Tax expense/(benefit) on reclassifications (2)
(42) (36) (65)
Currency impact(19) 92
 (183)
Other comprehensive earnings/(losses)116
 284
 (57)
Balance at end of period(1,744) (1,860) (2,144)
Derivative Cash Flow Hedges:     
Balance at beginning of period$(167) $(113) $(121)
Net derivative gains/(losses)(224) (58) (17)
Tax (expense)/benefit on net derivative gain/(loss)19
 6
 9
Losses/(gains) reclassified into net earnings:     
Currency exchange contracts - forecasted transactions (3)

 
 4
Commodity contracts (3)

 
 29
Interest rate contracts (4)
155
 (11) 
Tax expense/(benefit) on reclassifications (2)
(1) 2
 (6)
Currency impact6
 7
 (11)
Other comprehensive earnings/(losses)(45) (54) 8
Balance at end of period(212) (167) (113)
Accumulated other comprehensive income attributable to
   Mondelēz International:
     
Balance at beginning of period$(10,630) $(9,997) $(11,118)
Total other comprehensive earnings/(losses)370
 (635) 1,149
Less: other comprehensive (earnings)/loss attributable to noncontrolling interests2
 2
 (28)
Other comprehensive earnings/(losses)
   attributable to Mondelēz International
372
 (633) 1,121
Balance at end of period$(10,258) $(10,630) $(9,997)

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(1)These reclassified losses are included in net periodic benefit costs disclosed in Note 11, Benefit Plans, and net loss on equity method investment transactions.
(2)Taxes reclassified to earnings are recorded within the provision for income taxes.
(3)These reclassified gains or losses are recorded within cost of sales.
(4)These reclassified losses are recorded within interest and other expense, net and net loss on equity method investment transactions.

Note 16. Income Taxes

On August 6, 2019, Switzerland published changes to its Federal tax law in the Official Federal Collection of Laws. On September 27, 2019, the Zurich Canton published their decision on the September 1, 2019 Zurich Canton public vote regarding the Cantonal changes associated with the Swiss Federal tax law change. The intent of these tax law changes was to replace certain preferential tax regimes with a new set of internationally accepted measures that are hereafter referred to as "Swiss tax reform". Based on these Federal/Cantonal events, our position is the enactment of Swiss tax reform for U.S. GAAP purposes was met as of September 30, 2019, and we recorded the impacts in the third quarter 2019. The net impact was a benefit of $767 million, which consisted of a $769 million reduction in deferred tax expense from an allowed step-up of intangible assets for tax purposes (recorded net of valuation allowance) and remeasurement of our deferred tax balances, partially offset by a $2 million indirect tax impact in selling, general and administrative expenses. The future rate impacts of these Swiss tax reform law changes are effective starting January 1, 2020. We will continue to monitor Swiss tax reform for any additional interpretative guidance that could result in changes to the amounts we have recorded.

On December 22, 2017, new U.S. tax reform legislation ("U.S. tax reform") was enacted that included a broad range of complex provisions impacting the taxation of businesses. Certain impacts of the new legislation would have generally required accounting to be completed and incorporated into our 2017 year-end financial statements, however in response to the complexities of this new legislation, the SEC issued guidance to provide companies with relief. The SEC provided up to a one-year window for companies to finalize the accounting for the impacts of this new legislation. We finalized our accounting for the new provisions during the fourth quarter of 2018. U.S. tax reform resulted in a total transition tax liability of $1,284 million ($1,279 million as of December 31, 2018 and $5 million of 2019 related updates) based on the deemed repatriation of our accumulated foreign earnings and profits, which will be paid in installments through 2026, and a related change in our indefinite reinvestment assertion for most companies owned directly by our U.S. subsidiaries. In addition, the legislation reduced the U.S. federal tax rate from 35% to 21% and established various new provisions, including a new provision that taxes U.S. allocated expenses (e.g. interest and general administrative expenses) as well as currently taxes certain income from foreign operations (Global Intangible Low-Tax Income, or “GILTI”).


Earnings/(losses) from continuing operations before income taxes and the provision for income taxes consisted of:
 For the Years Ended December 31,
 202220212020
 (in millions)
Earnings/(losses) from continuing operations before income taxes:
United States$463 $519 $514 
Outside United States2,765 3,850 2,869 
$3,228 $4,369 $3,383 
Provision for income taxes:
United States federal:
Current$187 $297 $440 
Deferred(17)(31)(82)
170 266 358 
State and local:
Current78 89 98 
Deferred(7)
80 98 91 
Total United States250 364 449 
Outside United States:
Current642 599 756 
Deferred(27)227 19 
Total outside United States615 826 775 
Total provision for income taxes$865 $1,190 $1,224 
 For the Years Ended December 31,
 2019 2018 2017
 (in millions)
Earnings/(losses) from continuing operations before income taxes:     
United States$751
 $(170) $354
Outside United States2,696
 3,012
 2,770
 $3,447
 $2,842
 $3,124
Provision for income taxes:     
United States federal:     
Current$145
 $(34) $1,322
Deferred97
 171
 (1,274)
 242
 137
 48
State and local:     
Current29
 23
 32
Deferred45
 61
 30
 74
 84
 62
Total United States316
 221
 110
      
Outside United States:     
Current459
 552
 541
Deferred(773) 
 15
Total outside United States(314) 552
 556
      
Total provision for income taxes$2
 $773
 $666


The effective income tax rate on pre-tax earnings differed from the U.S. federal statutory rate as follows:
 For the Years Ended December 31,
 2019 2018 2017
U.S. federal statutory rate21.0 % 21.0 % 35.0 %
Increase/(decrease) resulting from:     
State and local income taxes, net of federal tax benefit1.3 % 0.4 % 0.8 %
Foreign rate differences0.2 % (1.9)% (10.8)%
Changes in judgment on realizability of deferred tax assets(0.3)% (0.4)% 3.2 %
Reversal of other tax accruals no longer required(3.0)% (1.8)% (1.7)%
Tax accrual on investment in Keurig (including tax impact of the
   gain from the KDP transaction)
0.8 % 8.4 % 1.2 %
Excess tax benefits from equity compensation(1.2)% (0.8)% (1.2)%
Tax legislation (non-U.S. and non-Swiss tax reform)0.4 % 0.3 % (2.6)%
Swiss tax reform(22.3)% 
  %
U.S. tax reform - deferred benefit from tax rate change
 
 (41.5)%
U.S. tax reform - transition tax0.1 % (1.3)% 42.2 %
U.S. tax reform - changes in indefinite reinvestment assertion
 2.1 % (2.0)%
Foreign tax provisions under TCJA (GILTI, FDII and BEAT)(1)
2.5 % 1.1 % 
Other0.6 % 0.1 % (1.3)%
Effective tax rate0.1 % 27.2 % 21.3 %

 For the Years Ended December 31,
 202220212020
U.S. federal statutory rate21.0%21.0%21.0%
Increase/(decrease) resulting from:
State and local income taxes, net of federal tax benefit1.6%1.1%1.6%
Tax impacts from our foreign operations2.0%(1.6)%1.1%
Changes in judgment on realizability of deferred tax assets(1.1)%0.1%(2.2)%
Reversal of other tax accruals no longer required(1.4)%(0.5)%(0.8)%
Tax accrual on investment in KDP (including tax impact of
   share sales)
0.5%4.7%6.7%
Excess tax benefits from equity compensation(0.8)%(0.7)%(1.0)%
Tax legislation0.5%2.3%1.0%
Business sales (including tax impact from JDE Peet's transaction)0.1%—%7.4%
Foreign tax provisions under TCJA (GILTI, FDII and BEAT) (1)
0.1%0.8%1.1%
Non-deductible expenses, including buyout of Clif Bar ESOP and European Commission legal matter4.1%0.1%0.1%
Other0.2%(0.1)%0.2%
Effective tax rate26.8%27.2%36.2%

(1)The Tax Cuts and Jobs Act of 2017 ("TCJA"(1)The Tax Cuts and Jobs Act of 2017 (“TCJA”) established the Global Intangible Low-Tax Income (“GILTI”) provision, which taxes U.S. allocated expenses and certain income from foreign operations; the Foreign-Derived Intangible Income (“FDII”) established the Global Intangible Low-Tax Income ("GILTI") provision, which taxes U.S. allocated expenses and certain income from foreign operations; the Foreign-Derived Intangible Income ("FDII")

provision, which allows a
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deduction against certain types of USU.S. taxable income resulting in a lower effective USU.S. tax rate on such income; and the Base Erosion Anti-abuse Tax ("BEAT"(“BEAT”), which is a new minimum tax based on cross-border service payments by U.S. entities.

Our 20192022 effective tax rate of 0.1%26.8% was significantly impactedhigher due to the buyout of the Clif Bar ESOP that was recorded to earnings before income taxes and the European Commission legal matter, for which there is no associated income tax benefits. Excluding these impacts, our effective tax rate was 22.6%, which reflects unfavorable provisions from the U.S. tax code and the establishment of a valuation allowance related to a deferred tax asset arising from the 2022 Ukraine loss, largely offset by favorable impacts from the $769mix of pre-tax income in various non-U.S. jurisdictions. The 22.6% includes a favorable discrete net tax benefit of $96 million, driven by a $72 million net deferredbenefit from the release of liabilities for uncertain tax positions due to expirations of statutes of limitations and audit settlements in several jurisdictions and a $51 million net benefit relatedfrom the Chipita acquisition, partially offset by $17 million expense from tax law changes in various jurisdictions.

Our 2021 effective tax rate of 27.2% was higher due to Swissthe $187 million net tax reformexpense incurred in connection with the KDP share sales during the second and third quarter of 2019.quarters. Excluding this impact, our 2019 effective tax rate was 22.4%23.0%, which reflects unfavorable provisions from the 2017 U.S. tax reform and taxes on earnings from equity method investments (these earnings are reported separately on our consolidated statements of earnings and not within earnings before income taxes), largely offset by favorable impacts from the mix of pre-tax income in various non-U.S. jurisdictions. The 23.0% includes a discrete net tax benefit of $2 million, primarily driven by a $47 million net benefit from the release of liabilities for uncertain tax positions due to expirations of statutes of limitations and audit settlements in several jurisdictions and a $44 million benefit from two U.S. tax returns amended to reflect new guidance from the U.S. Treasury Department, offset by $100 million net tax expense from the increase of our deferred tax liabilities resulting from enacted tax legislation (mainly in the United Kingdom).

Our 2020 effective tax rate of 36.2% was higher due to the $452 million net tax expense incurred in connection with the JDE Peet's transaction and four KDP share sales that occurred during 2020 (the related gains were reported as gains on equity method investments). Excluding these impacts, our effective tax rate was 22.8%, which reflects unfavorable provisions from U.S. tax reform and taxes on earnings from equity method investments (these earnings are reported separately on our consolidated statements of earnings and not within earnings before income taxes), largely offset by favorable impacts from the mix of pre-tax income in various non-U.S. jurisdictions and discrete net tax benefits of $176$119 million. The discrete net tax benefits were primarily driven by the $70 million net benefit from the release of the China valuation allowance and a $128$50 million net benefit from the release of liabilities for uncertain tax positions due to expirations of statutes of limitations and audit settlements in several jurisdictions.

Our 2018 effective tax rate
119

Table of 27.2% was unfavorably impacted by net tax expenses from $128 million of discrete one-time events as well as unfavorable provisions within the new U.S. tax reform legislation and taxes on earnings from equity method investments (these earnings are reported separately on our consolidated statements of earnings and not within earnings before income taxes), partially offset by the favorable mix of pre-tax income in various non-U.S. tax jurisdictions as well as the reduction in the U.S. federal tax rate. The discrete net tax expenses included a $192 million deferred tax expense related to a $778 million gain on the KDP transaction reported as a gain on equity method investment as well as $19 million expense from the final updates to the provisional impacts from U.S. tax reform reported as of 2017 year-end, partially offset by an $81 million benefit from favorable audit settlements and statutes of limitations in various jurisdictions.Contents

Our 2017 effective tax rate of 21.3% was favorably impacted by the mix of pre-tax income in various non-U.S. tax jurisdictions and net tax benefits from $97 million of discrete one-time events, partially offset by domestic earnings taxed at the higher pre-U.S. tax reform rate of 35% as well as taxes on earnings from equity method investments (these earnings are reported separately on our consolidated statements of earnings and not within earnings before income taxes). The discrete net tax benefits included the provisional net impact from U.S. tax reform discussed previously, favorable audit settlements and statutes of limitations in various jurisdictions, and the net reduction of our French and Belgian deferred tax liabilities resulting from tax legislation enacted during 2017 that reduced the corporate income tax rates in each country, partially offset by the addition of a valuation allowance in one of our Chinese entities.

Tax effects of temporary differences that gave rise to deferred income tax assets and liabilities consisted of:
 As of December 31,
 20222021
 (in millions)
Deferred income tax assets:
Accrued postretirement and postemployment benefits$83 $114 
Other employee benefits156 150 
Accrued expenses649 454 
Loss carryforwards664 685 
Tax credit carryforwards786 786 
Other481 468 
Total deferred income tax assets2,819 2,657 
Valuation allowance(1,257)(1,280)
Net deferred income tax assets$1,562 $1,377 
Deferred income tax liabilities:
Intangible assets, including impact from Swiss tax reform$(3,279)$(3,214)
Property, plant and equipment(708)(638)
Accrued pension costs(57)23 
Other(482)(451)
Total deferred income tax liabilities(4,526)(4,280)
Net deferred income tax liabilities$(2,964)$(2,903)
 As of December 31,
 2019 2018
 (in millions)
Deferred income tax assets:   
Accrued postretirement and postemployment benefits$150
 $147
Accrued pension costs272
 349
Other employee benefits160
 147
Accrued expenses287
 283
Loss carryforwards589
 707
Tax credit carryforwards729
 747
Other438
 302
Total deferred income tax assets2,625
 2,682
Valuation allowance(1,243) (1,153)
Net deferred income tax assets$1,382
 $1,529
Deferred income tax liabilities:   
Intangible assets, including impact from Swiss tax reform$(2,772) $(3,861)
Property, plant and equipment(663) (473)
Other(559) (492)
Total deferred income tax liabilities(3,994) (4,826)
Net deferred income tax liabilities$(2,612) $(3,297)


Our significant valuation allowances are in the U.S., Switzerland and China.Switzerland. The U.S. valuation allowance mainly relates to excess foreign tax credits generated by the deemed repatriation under U.S. tax reform while the Swiss valuation allowance brings the allowed step-up of intangible assets recorded under Swiss tax reform to the amount more likely than not to be realized. TheOur total valuation allowance in China relates to character-specific deferred tax assetswas $1,280 million as of oneJanuary 1, 2022 and $1,257 million as of our Chinese entities.December 31, 2022. The $23 million net change consisted of $79 million additions less $102 million reductions.

At December 31, 2019,2022, the Company has pre-taxtax-effected loss carryforwards of $3,491$664 million, of which $691$34 million will expire at various dates between 20202023 and 20392042 and the remaining $2,800$630 million can be carried forward indefinitely.

The unremitted earnings asAs of December 31, 2019 in those subsidiaries where we continue to be2022, the company is indefinitely reinvested isin unremitted earnings of approximately $1.6 billion. We currently have not recognized$4.4 billion, of which approximately $75$1.2 billion has already been subject to U.S. tax but would incur approximately $90 million of deferredlocal costs if repatriated, which has not been recognized in our financial statements. It is not practicable to quantify the total U.S. tax liabilities related to those unremittedimpact from all our indefinitely reinvested earnings. Future tax law changes or changes in the needs of our non-U.S. subsidiaries could require us to recognize deferred tax liabilities on a portion, or all, of our accumulated earnings that are currently indefinitely reinvested.
















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The changes in our unrecognized tax benefits were:
 For the Years Ended December 31,
 2019 2018 2017
 (in millions)
January 1$516
 $579
 $610
Increases from positions taken during prior periods27
 36
 33
Decreases from positions taken during prior periods(35) (43) (93)
Increases from positions taken during the current period50
 57
 64
Decreases relating to settlements with taxing authorities(64) (45) (54)
Reductions resulting from the lapse of the applicable
   statute of limitations
(64) (31) (29)
Currency/other(4) (37) 48
December 31$426
 $516
 $579

 For the Years Ended December 31,
 202220212020
 (in millions)
January 1$446 $442 $426 
Increases from positions taken during prior periods16 31 35 
Decreases from positions taken during prior periods(9)(21)(17)
Increases from positions taken during the current period48 47 48 
Decreases relating to settlements with taxing authorities(54)(13)(27)
Reductions resulting from the lapse of the applicable
   statute of limitations
(22)(26)(29)
Currency/other(1)(14)
December 31$424 $446 $442 

As of January 1, 2019,2022, our unrecognized tax benefits were $516$446 million. If we had recognized all of these benefits, the net impact on our income tax provision would have been $463$372 million. Our unrecognized tax benefits were $426$424 million at December 31, 2019,2022, and if we had recognized all of these benefits, the net impact on our income tax provision would have been $364$352 million. Within the next 12 months, our unrecognized tax benefits could increase by approximately $30$40 million due to unfavorable audit developments or decrease by approximately $140$70 million due to audit settlements and the expiration of statutes of limitations in various jurisdictions. We include accrued interest and penalties related to uncertain tax positions in our tax provision. We had accrued interest and penalties of $180$173 million as of January 1, 20192022 and $170$162 million as of December 31, 2019.2022. Our 20192022 provision for income taxes included $5$1 million benefitexpense for interest and penalties.

In connection with the 2017 enacted U.S. tax reform, we recorded a $1.3 billion transition tax liability that is payable in installments through 2026. As of December 31, 2022, the remaining liability was approximately $570 million.

Our income tax filings are regularly examined by federal, state and non-U.S. tax authorities. U.S. federal, state and non-U.S. jurisdictions have statutes of limitations generally ranging from three to five years; however, these statutes are often extended by mutual agreement with the tax authorities. The earliest year still open to examination by U.S. federal and state tax authorities is 2016 and years still open to examination by non-U.S. tax authorities in major jurisdictions include (earliest open tax year in parentheses): Brazil (2014), China (2009), France (2015), India (2005), Russia (2013)Switzerland (2018), China (2012), the United Kingdom (2015), and Switzerland (2014)Greece (2017).






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Note 17. Earnings per Share

Basic and diluted earnings per share (“EPS”) were calculated as follows:
 For the Years Ended December 31,
 202220212020
 (in millions, except per share data)
Net earnings$2,726 $4,314 $3,569 
Noncontrolling interest earnings(9)(14)(14)
Net earnings attributable to Mondelēz International$2,717 $4,300 $3,555 
Weighted-average shares for basic EPS1,378 1,403 1,431 
Plus incremental shares from assumed conversions
   of stock options and long-term incentive plan shares
10 10 
Weighted-average shares for diluted EPS1,385 1,413 1,441 
Basic earnings per share attributable to
   Mondelēz International
$1.97 $3.06 $2.48 
Diluted earnings per share attributable to
   Mondelēz International
$1.96 $3.04 $2.47 
 For the Years Ended December 31,
 2019 2018 2017
 (in millions, except per share data)
Net earnings$3,885
 $3,395
 $2,842
Noncontrolling interest earnings(15) (14) (14)
Net earnings attributable to Mondelēz International$3,870
 $3,381
 $2,828
Weighted-average shares for basic EPS1,445
 1,472
 1,513
Plus incremental shares from assumed conversions
   of stock options and long-term incentive plan shares
13
 14
 18
Weighted-average shares for diluted EPS1,458
 1,486
 1,531
Basic earnings per share attributable to
   Mondelēz International
$2.68
 $2.30
 $1.87
Diluted earnings per share attributable to
   Mondelēz International
$2.65
 $2.28
 $1.85


We exclude antidilutive Mondelēz International stock options and long-term incentive plan shares from our calculation of weighted-average shares for diluted EPS. We excluded antidilutive stock options and long-term incentive plan shares of 5.2EPS, which are 3.0 million for the year ended December 31, 2019, 11.62022, 3.1 million for the year ended December 31, 20182021 and 8.53.6 million for the year ended December 31, 2017.2020.


Note 18. Segment Reporting

We manufacture and market primarily snack food products, including chocolate, biscuits (cookies, crackers and salted snacks), chocolate,baked snacks, as well as gum & candy, and various cheese & grocery products, as well asand powdered beverage products.

beverages.

We manage our global business and report operating results through geographic units. We manage our operations by region to leverage regional operating scale, manage different and changing business environments more effectively and pursue growth opportunities as they arise across our key markets. Our regional management teams have responsibility for the business, product categories and financial results in the regions.

Our operations and management structure are organized into 4four operating segments:
Latin America
AMEA
Europe
North America

We use segment operating income to evaluate segment performance and allocate resources. We believe it is appropriate to disclose this measure to help investors analyze segment performance and trends. Segment operating income excludes unrealized gains and losses on hedging activities (which are a component of cost of sales), general corporate expenses (which are a component of selling, general and administrative expenses), amortization of intangibles,intangible assets, gains and losses on divestitures and acquisitions and acquisition-related costs (which are a component of selling, general and administrative expenses) in all periods presented. We exclude these items from segment operating income in order to provide better transparency of our segment operating results. Furthermore, we centrally manage benefit plan non-service income and interest and other expense, net. Accordingly, we do not present these items by segment because they are excluded from the segment profitability measure that management reviews.

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Our segment net revenues and earnings, reflecting our current segment structure for all periods presented, were:
 For the Years Ended December 31,
 202220212020
 (in millions)
Net revenues:
Latin America$3,629 $2,797 $2,477 
AMEA6,767 6,465 5,740 
Europe11,420 11,156 10,207 
North America9,680 8,302 8,157 
Net revenues$31,496 $28,720 $26,581 
For the Years Ended December 31,
2019 2018 2017
(in millions)
Net revenues:     
Earnings before income taxes:Earnings before income taxes:
Operating income:Operating income:
Latin America$3,018
 $3,202
 $3,566
Latin America$388 $261 $189 
AMEA5,770
 5,729
 5,739
AMEA929 1,054 821 
Europe9,972
 10,122
 9,794
Europe1,481 2,092 1,775 
North America7,108
 6,885
 6,797
North America1,769 1,371 1,587 
Net revenues$25,868
 $25,938
 $25,896
Unrealized gains/(losses) on hedging activities
(mark-to-market impacts)
Unrealized gains/(losses) on hedging activities
(mark-to-market impacts)
(326)279 16 
General corporate expensesGeneral corporate expenses(245)(253)(326)
Amortization of intangible assetsAmortization of intangible assets(132)(134)(194)
Gain on acquisitionGain on acquisition— — 
Acquisition-related costsAcquisition-related costs(330)(25)(15)
Operating incomeOperating income3,534 4,653 3,853 
Benefit plan non-service incomeBenefit plan non-service income117 163 138 
Interest and other expense, netInterest and other expense, net(423)(447)(608)
Earnings before income taxesEarnings before income taxes$3,228 $4,369 $3,383 

Earnings before income taxes:     
Operating income:     
Latin America$341
 $410
 $564
AMEA691
 702
 514
Europe1,732
 1,734
 1,610
North America1,451
 849
 1,144
Unrealized gains/(losses) on hedging activities
(mark-to-market impacts)
91
 141
 (96)
General corporate expenses(330) (335) (282)
Amortization of intangibles(174) (176) (178)
Net gains on divestitures44
 
 186
Acquisition-related costs(3) (13) 
Operating income3,843
 3,312
 3,462
Benefit plan non-service income (1)
60
 50
 44
Interest and other expense, net(456) (520) (382)
Earnings before income taxes$3,447
 $2,842
 $3,124


(1)During the first quarter of 2018, in connection with adopting a new pension cost classification accounting standard, we reclassified certain of our benefit plan component costs other than service costs out of operating income into a new line item, benefit plan non-service income, on our consolidated statements of earnings. As such, we have recast our historical operating income and segment operating income to reflect this reclassification, which had no impact to earnings before income taxes or net earnings.

No single customer accounted for 10% or more of our net revenues from continuing operations in 2019. Our five largest customers accounted for 17.0% and our ten largest customers accounted for 23.2% of net revenues from continuing operations in 2019.

Items impacting our segment operating results are discussed in Note 1, Summary of Significant Accounting Policies, Note 2, DivestituresAcquisitions and Acquisitions,Divestitures, Note 4, Property, Plant and Equipment, Note 6, Goodwill and Intangible Assets, Note 8, Restructuring Program, and Note 14, Commitments and Contingencies. Also see Note 9, Debt and Borrowing Arrangements, and Note 10, Financial Instruments, for more information on our interest and other expense, net for each period.

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Total assets, depreciation expense and capital expenditures by segment, reflecting our current segment structure for all periods presented, were:
 For the Years Ended December 31,
 202220212020
 (in millions)
Total assets:
Latin America (1)
$6,164 $4,106 $4,181 
AMEA (1)
9,882 10,386 9,997 
Europe (1)
22,713 20,927 21,442 
North America (1)
26,603 23,321 23,297 
Equity method investments4,879 5,289 6,036 
Unallocated assets and adjustments (2)
920 3,063 2,857 
Total assets$71,161 $67,092 $67,810 
 For the Years Ended December 31,
 2019 2018 2017
 (in millions)
Total assets:     
Latin America (1)
$4,716
 $4,699
 $4,948
AMEA (1)
9,740
 9,571
 9,883
Europe (1)
20,354
 19,426
 21,611
North America (1)
21,637
 21,015
 20,709
Equity method investments7,212
 7,123
 6,193
Unallocated assets and adjustments (2)
890
 895
 (387)
Total assets$64,549
 $62,729
 $62,957

(1)Segment assets do not reflect outstanding intercompany asset balances as intercompany accounts have been eliminated at a segment level.
(2)Unallocated assets consist primarily of cash and cash equivalents, deferred income taxes, centrally held property, plant and equipment, prepaid pension assets and derivative financial instrument balances. Final adjustments for jurisdictional netting of deferred tax assets and liabilities is done at a consolidated level.
 For the Years Ended December 31,
 2019 2018 2017
 (in millions)
Depreciation expense (1):
     
Latin America$105
 $97
 $107
AMEA164
 159
 157
Europe238
 248
 239
North America138
 131
 135
Total depreciation expense$645
 $635
 $638

(1)Includes depreciation expense related to owned property, plant and equipment. Does not include amortization of intangible assets or leased assets. Refer to the consolidated statement of cash flows for 2019 for total depreciation and amortization expenses.


 For the Years Ended December 31,
 2019 2018 2017
 (in millions)
Capital expenditures:     
Latin America$197
 $261
 $226
AMEA244
 277
 280
Europe297
 326
 278
North America187
 231
 230
Total capital expenditures$925
 $1,095
 $1,014

(1)Segment assets do not reflect outstanding intercompany asset balances that have been eliminated at a segment level.
(2)Unallocated assets consist primarily of cash and cash equivalents, deferred income taxes, centrally held property, plant and equipment, prepaid pension assets and derivative financial instrument balances. Final adjustments for jurisdictional netting of deferred tax assets and liabilities is done at a consolidated level.
 For the Years Ended December 31,
 202220212020
 (in millions)
Depreciation expense (1):
Latin America$117 $105 $101 
AMEA169 173 159 
Europe256 257 238 
North America148 148 154 
Total depreciation expense$690 $683 $652 

(1)Includes depreciation expense related to owned property, plant and equipment. Does not include amortization of intangible assets or leased assets. Refer to the consolidated statement of cash flows for total depreciation and amortization expenses.

 For the Years Ended December 31,
 202220212020
 (in millions)
Capital expenditures:
Latin America$113 $165 $219 
AMEA229 208 177 
Europe355 409 295 
North America209 183 172 
Total capital expenditures$906 $965 $863 


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Geographic data for net revenues (recognized in the countries where products are sold)sold from) and long-lived assets, excluding deferred tax,taxes, goodwill, intangible assets and equity method investments, were:
 For the Years Ended December 31,
 202220212020
 (in millions)
Net revenues:
United States$8,315 $7,146 $7,130 
Other23,181 21,574 19,451 
Total net revenues$31,496 $28,720 $26,581 
 For the Years Ended December 31,
 2019 2018 2017
 (in millions)
Net revenues:     
United States$6,625
 $6,401
 $6,275
Other19,243
 19,537
 19,621
Total net revenues$25,868
 $25,938
 $25,896


 As of December 31,
 202220212020
 (in millions)
Long-lived assets:
United States$2,740 $1,851 $1,956 
United Kingdom932 1,125 888 
Other8,886 7,675 7,784 
Total long-lived assets$12,558 $10,651 $10,628 
 As of December 31,
 2019 2018 2017
 (in millions)
Long-lived assets:     
United States$1,806
 $1,481
 $1,468
Other8,370
 7,539
 7,733
Total long-lived assets$10,176
 $9,020
 $9,201


No individual country within Other exceeded 10% of our net revenues or long-lived assets for all periods presented.


Net revenues by product category, reflecting our current segment structure for all periods presented, were:
 For the Year Ended December 31, 2022
 Latin
America
AMEAEuropeNorth
America
Total
 (in millions)
Biscuits & Baked Snacks$1,013 $2,515 $3,818 $8,262 $15,608 
Chocolate1,003 2,520 5,646 317 9,486 
Gum & Candy840 780 691 1,101 3,412 
Beverages409 572 119 — 1,100 
Cheese & Grocery364 380 1,146 — 1,890 
Total net revenues$3,629 $6,767 $11,420 $9,680 $31,496 
 
For the Year Ended December 31, 2021 (1)
 Latin
America
AMEAEuropeNorth
America
Total
 (in millions)
Biscuits & Baked Snacks$799 $2,254 $3,354 $7,145 $13,552 
Chocolate758 2,395 5,836 282 9,271 
Gum & Candy567 816 614 875 2,872 
Beverages359 550 126 — 1,035 
Cheese & Grocery314 450 1,226 — 1,990 
Total net revenues$2,797 $6,465 $11,156 $8,302 $28,720 
125

Table of Contents
 For the Year Ended December 31, 2019
 Latin
America
 AMEA Europe 
North
America
 Total
 (in millions)
Biscuits$708
 $1,844
 $2,998
 $5,888
 $11,438
Chocolate710
 2,082
 5,119
 247
 8,158
Gum & Candy823
 861
 698
 973
 3,355
Beverages452
 546
 97
 
 1,095
Cheese & Grocery325
 437
 1,060
 
 1,822
Total net revenues$3,018
 $5,770
 $9,972
 $7,108
 $25,868
 For the Year Ended December 31, 2018
 Latin
America
 AMEA Europe 
North
America
 Total
 (in millions)
Biscuits$727
 $1,724
 $3,127
 $5,607
 $11,185
Chocolate747
 2,080
 5,083
 267
 8,177
Gum & Candy865
 879
 736
 1,011
 3,491
Beverages533
 553
 98
 
 1,184
Cheese & Grocery330
 493
 1,078
 
 1,901
Total net revenues$3,202
 $5,729
 $10,122
 $6,885
 $25,938
 For the Year Ended December 31, 2017
 Latin
America
 AMEA Europe 
North
America
 Total
 (in millions)
Biscuits$779
 $1,637
 $2,944
 $5,479
 $10,839
Chocolate862
 2,008
 4,869
 293
 8,032
Gum & Candy919
 919
 775
 1,025
 3,638
Beverages665
 569
 121
 
 1,355
Cheese & Grocery341
 606
 1,085
 
 2,032
Total net revenues$3,566
 $5,739
 $9,794
 $6,797
 $25,896



 
For the Year Ended December 31, 2020 (1)
 Latin
America
AMEAEuropeNorth
America
Total
 (in millions)
Biscuits & Baked Snacks$669 $2,045 $3,058 $7,024 $12,796 
Chocolate609 2,019 5,268 253 8,149 
Gum & Candy474 696 612 880 2,662 
Beverages403 544 102 — 1,049 
Cheese & Grocery322 436 1,167 — 1,925 
Total net revenues$2,477 $5,740 $10,207 $8,157 $26,581 
Note 19. Quarterly Financial Data (Unaudited)(1)

Our summarized operating results bysnack product categories include biscuits & baked snacks, chocolate and gum & candy. During the first quarter are detailed below.
 2019 Quarters
 First Second Third Fourth
 (in millions, except per share data)
Net revenues$6,538
 $6,062
 $6,355
 $6,913
Gross profit2,593
 2,469
 2,516
 2,759
(Provision)/benefit for income taxes (1)
(189) (216) 633
 (230)
Gain/(loss) on equity method investment transactions23
 (25) 
 
Equity method investment net earnings113
 113
 111
 105
Net earnings920
 808
 1,428
 729
Noncontrolling interest(6) (1) (5) (3)
Net earnings attributable to Mondelēz International$914
 $807
 $1,423
 $726
Weighted-average shares for basic EPS1,449
 1,445
 1,445
 1,441
Plus incremental shares from assumed conversions of
   stock options and long-term incentive plan shares
12
 13
 13
 12
Weighted-average shares for diluted EPS1,461
 1,458
 1,458
 1,453
Per share data:       
Basic EPS attributable to Mondelēz International:$0.63
 $0.56
 $0.98
 $0.50
Diluted EPS attributable to Mondelēz International:$0.63
 $0.55
 $0.98
 $0.50
Dividends declared$0.26
 $0.26
 $0.285
 $0.285
 2018 Quarters
 First Second Third Fourth
 (in millions, except per share data)
Net revenues$6,765
 $6,112
 $6,288
 $6,773
Gross profit2,849
 2,540
 2,414
 2,549
Provision for income taxes(337) (15) (310) (111)
Gain on equity method investment transactions
 
 757
 21
Equity method investment net earnings232
 87
 80
 149
Net earnings1,052
 320
 1,197
 826
Noncontrolling interest(6) (2) (3) (3)
Net earnings attributable to Mondelēz International$1,046
 $318
 $1,194
 $823
Weighted-average shares for basic EPS1,489
 1,475
 1,466
 1,457
Plus incremental shares from assumed conversions of
   stock options and long-term incentive plan shares
16
 13
 14
 13
Weighted-average shares for diluted EPS1,505
 1,488
 1,480
 1,470
Per share data:       
Basic EPS attributable to Mondelēz International:$0.70
 $0.22
 $0.81
 $0.56
Diluted EPS attributable to Mondelēz International:$0.70
 $0.21
 $0.81
 $0.56
Dividends declared$0.22
 $0.22
 $0.26
 $0.26

(1)
The third quarter of 2019 was significantly impacted by the $769 million net deferred tax benefit related to Swiss tax reform. Refer to Note 16, Income Taxes for more information.

Basicof 2022, we realigned some of our products between our biscuits & baked snacks and diluted EPS are computed independently for each ofchocolate categories; as such, we reclassified the periods presented. Accordingly,product category net revenues on a basis consistent with the sum of the quarterly EPS amounts may not equal the total for the year.

During 2019 and 2018, we recorded the following pre-tax (charges)/benefits in earnings from continuing operations:
 2019 Quarters
 First Second Third Fourth
 (in millions)
Asset impairment and exit costs$(20) $(15) $(134) $(59)
Divestiture-related costs1
 (11) 4
 
Net gain on divestiture
 41
 3
 
Impact from pension participation changes
 35
 (3) (3)
Impact from the resolution of tax matters
 
 
 (85)
Loss related to interest rate swaps
 
 (111) 
Net gain/(loss) on equity method investment
   transactions
23
 (25) 
 
 $4
 $25
 $(241) $(147)

2022 presentation.
 2018 Quarters
 First Second Third Fourth
 (in millions)
Asset impairment and exit costs$(54) $(111) $(125) $(99)
Divestiture-related costs3
 
 
 (2)
Impact from pension participation changes
 (409) (3) (17)
Impact from the resolution of tax matters
 (15) 
 26
Gain/(loss) related to interest rate swaps14
 (5) 1
 
Loss on early extinguishment of
   debt and related expenses

 (140) 
 
Gain on equity method investment transaction
 
 757
 21
 $(37) $(680) $630
 $(71)
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Table of Contents

Items impacting our operating results are discussed in Note 1, Summary of Significant Accounting Policies, Note 2, Divestitures and Acquisitions, Note 6, Goodwill and Intangible Assets, Note 7, Equity Method Investments, Note 8, Restructuring Program, Note 9, Debt and Borrowing Arrangements, Note 10, Financial Instruments, Note 11, Benefit Plans and Note 14, Commitments and Contingencies – Tax Matters.


Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Itemltem 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate to allow timely decisions regarding required disclosure. Management, together with our CEO and CFO, evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2019.2022. Based on this evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2019.2022.

Report of Management on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed by, or under the supervision of, our CEO and CFO, or persons performing similar functions, and effected by the Company’s Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those written policies and procedures that:
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles;
provide reasonable assurance that receipts and expenditures are being made only in accordance with management and director authorization; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2019.2022. Management based this assessment on criteria for effective internal control over financial reporting described in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). The scope of Management’s assessment of internal control over financial reporting excludes Chipita, Clif Bar and Ricolino because they were acquired by the Company in purchase business combinations in 2022. The total assets and total net revenues of Chipita, Clif Bar and Ricolino collectively represent 1.2% and 3.5%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2022.

Based on this assessment, management concluded that the Company’s internal control over financial reporting is effective as of December 31, 2019,2022, based on the criteria in Internal Control Integrated Framework issued by the COSO.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2019,2022, as stated in their report that appears under Item 8.

February 3, 2023
February 7, 2020

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Table of Contents
Changes in Internal Control Over Financial Reporting

Management, together with our CEO and CFO, evaluated the changes in our internal control over financial reporting during the quarter ended December 31, 2019. We continued to refine information technology security measures and business process controls.2022. There were no changes in our internal control over financial reporting during the quarter ended December 31, 2019,2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.


Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.
128

Table of Contents
PART III

Item 10.   Directors, Executive Officers and Corporate Governance.

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 if applicable, "Delinquent“Ownership of Equity Securities – Delinquent Section 16(a) Reports"Reports” in our definitive Proxy Statement for our Annual Meeting of Shareholders scheduled to be held on May 13, 202017, 2023 (“20202023 Proxy Statement”). All of this information from the 20202023 Proxy Statement is incorporated by reference into this Annual Report.

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

Item 11.   Executive Compensation.

Information required by this Item 11 is included under the headings “Board Committees and Membership – Human ResourcesPeople and Compensation Committee,” “Compensation of Non-Employee Directors,” “Compensation Discussion and Analysis,” “Executive Compensation Tables,” “Human Resources“People and Compensation Committee Report for the Year Ended December 31, 2019”2022” and "CEO“CEO Pay Ratio"Ratio” in our 20202023 Proxy Statement. All of this information is incorporated by reference into this Annual Report.

Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

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, 20192022 were:

Equity Compensation Plan Information
 
Number of Securities to
be Issued Upon Exercise
of Outstanding
Options, Warrants
and Rights (1)
 
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights (2)
 
Number of Securities
Remaining Available for
Future Issuance under
Equity Compensation
Plans (excluding
securities reflected
in column (a)) (3)
 (a) (b) (c)
Equity compensation plans
approved by security holders
39,498,687
 $36.19
 56,200,802
Number of Securities to
be Issued Upon Exercise
of Outstanding
Options, Warrants
and Rights (1)
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights (2)
Number of Securities
Remaining Available for
Future Issuance under
Equity Compensation
Plans (excluding
securities reflected
in column (a)) (3)
(a)(b)(c)
Equity compensation plans
approved by security holders
24,935,153$46.3145,500,000
 
(1)Includes outstanding options, deferred stock units and performance share units and excludes restricted stock.
(2)Weighted average exercise price of outstanding options only.
(3)Shares available for grant under our Amended and Restated 2005 Performance Incentive Plan.
(1)Includes outstanding options, deferred stock units and performance share units and excludes restricted stock.
(2)Weighted average exercise price of outstanding options only.
(3)Shares available for grant under our Amended and Restated 2005 Performance Incentive Plan.

Information related to the security ownership of certain beneficial owners and management is included in our 20202023 Proxy Statement under the heading “Ownership of Equity Securities” and is incorporated by reference into this Annual Report.

Item 13.   Certain Relationships and Related Transactions, and Director Independence.

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 20202023 Proxy Statement. All of this information is incorporated by reference into this Annual Report.

Item 14.   Principal Accountant Fees and Services.

Information required by this Item 14 is included under the heading “Board Committees and Membership – Audit Committee” in our 20202023 Proxy Statement. All of this information is incorporated by reference into this Annual Report.

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Table of Contents
PART IV

Item 15. Exhibits and Financial Statement Schedules.
 
(a)Index to Consolidated Financial Statements and Schedules
(a)Index to Consolidated Financial Statements and Schedules

Schedules other than those listed above have been omitted either because such schedules are not required or are not applicable.
 
(b)The following exhibits are filed as part of, or incorporated by reference into, this Annual Report:
(b)The following exhibits are filed as part of, or incorporated by reference into, this Annual Report:
2.1
2.2
2.3
2.4
2.53.1
2.6
2.7
2.8
3.1
3.2
4.1

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.
4.3
4.4
4.5
4.64.5
4.74.6
130

4.7
4.8
4.9
10.14.10
10.24.11
10.34.12
4.13
10.1
10.410.2
10.510.3
10.4
10.5
10.6
10.7

131

10.10
10.11
10.12
10.13
10.1410.13
10.1510.14
10.1610.15
10.1710.16
10.1810.17
10.1910.18
10.2010.19
10.2110.20
10.2210.21
10.22
10.23
10.2410.23
10.2510.24

132

10.3110.30
10.3210.31
10.3310.32
10.3410.33
10.3510.34
10.36
10.3710.35
10.38
10.39
10.40
10.41
10.42
10.43

10.4410.36
10.45
10.4610.37
10.4710.38
10.4810.39
10.4910.40
10.50
10.51
10.52
10.5310.41
10.42
10.5410.43
10.55
10.5610.44
18.1
21.1
23.1
31.1
31.2
32.1
101
The following materials from Mondelēz International’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019,2022, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Statements of Earnings, (ii) the Consolidated Statements of Comprehensive Earnings, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Equity, (v) the Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements.

133

104
104
The cover page from Mondelēz International’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019,2022, formatted in Inline XBRL (included as Exhibit 101).
*Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment and have been separately filed with the SEC.
+Indicates a management contract or compensatory plan or arrangement.

Item 16. Form 10-K Summary

None.

134

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
MONDELĒZ INTERNATIONAL, INC.
By:/s/  LUCA ZARAMELLA
Luca Zaramella
Executive Vice President
and Chief Financial Officer
(Duly Authorized Officer)

Date: February 7, 20203, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
SignatureTitleDate
/s/    DIRK VAN DE PUT
Director, Chairman and
Chief Executive Officer
February 7, 20203, 2023
(Dirk Van de Put)
/s/    LUCA ZARAMELLA
Executive Vice President and
Chief Financial Officer
February 7, 20203, 2023
(Luca Zaramella)
/s/    NELSON URDANETAMICHAEL CALL
Senior Vice President,
Corporate Controller and
Chief Accounting Officer
February 7, 20203, 2023
(Nelson Urdaneta)Michael Call)
/s/    LEWIS W.K. BOOTHDirectorFebruary 7, 20203, 2023
(Lewis W.K. Booth)
/s/    CHARLES E. BUNCHDirectorFebruary 7, 20203, 2023
(Charles E. Bunch)
/s/    DEBRA A. CREWERTHARIN COUSINDirectorFebruary 7, 20203, 2023
(Debra A. Crew)Ertharin Cousin)
/s/    LOIS D. JULIBERDirectorFebruary 7, 20203, 2023
(Lois D. Juliber)
/s/    MARK D. KETCHUMANINDITA MUKHERJEEDirectorFebruary 7, 20203, 2023
(Mark D. Ketchum)Anindita Mukherjee)
/s/    PETER W. MAYDirectorFebruary 7, 2020
(Peter W. May)
/s/    JORGE S. MESQUITADirectorFebruary 7, 20203, 2023
(Jorge S. Mesquita)
/s/    JOSEPH NEUBAUERJANE HAMILTON NIELSENDirectorFebruary 7, 20203, 2023
(Joseph Neubauer)Jane Hamilton Nielsen)
/s/    FREDRIC G. REYNOLDSDirectorFebruary 7, 2020
(Fredric G. Reynolds)
/s/    CHRISTIANA S. SHIDirectorFebruary 7, 20203, 2023
(Christiana S. Shi)
/s/    PATRICK T. SIEWERTDirectorFebruary 7, 20203, 2023
(Patrick T. Siewert)
/s/  JEAN-FRANÇOIS M. L. VAN BOXMEERDirectorFebruary 7, 2020
(Jean-François M. L. van Boxmeer)


Mondelēz International, Inc. and Subsidiaries
Valuation and Qualifying Accounts
For the Years Ended December 31, 2019, 2018 and 2017
(in millions)
Col. A Col. B Col. C Col. D Col. E
    Additions    
Description Balance at Beginning of Period Charged to Costs and Expenses Charged to Other Accounts Deductions Balance at End of Period
      (a) (b)  
2019:          
Allowance for trade receivables $40
 $2
 $(4) $3
 $35
Allowance for other current receivables 47
 (1) 1
 3
 44
Allowance for long-term receivables 24
 
 
 10
 14
Allowance for deferred taxes 1,153
 349
 1
 260
 1,243
  $1,264
 $350
 $(2) $276
 $1,336
2018:          
Allowance for trade receivables $50
 $3
 $(6) $7
 $40
Allowance for other current receivables 98
 (10) (24) 17
 47
Allowance for long-term receivables 21
 
 3
 
 24
Allowance for deferred taxes 853
 409
 4
 113
 1,153
  $1,022
 $402
 $(23) $137
 $1,264
2017:          
Allowance for trade receivables $58
 $21
 $(8) $21
 $50
Allowance for other current receivables 93
 6
 6
 7
 98
Allowance for long-term receivables 20
 (1) 3
 1
 21
Allowance for deferred taxes 310
 549
 25
 31
 853
  $481
 $575
 $26
 $60
 $1,022

Notes:
(a)/s/  MICHAEL A. TODMANPrimarily related to divestitures, acquisitions and currency translation.DirectorFebruary 3, 2023
(Michael A. Todman)
(b)Represents charges for which allowances were created.


S-1
135