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Failure to successfully complete or integrate acquisitions and joint ventures into our existing operations,
or to complete or effectively manage divestitures or refranchisings, can adversely affect our business,
financial condition or results of operations.
We regularly review our portfolio of businesses and evaluate potential acquisitions, joint ventures,
divestitures, refranchisings and other strategic transactions. Issues associated with these activities have in
the past and could continue to include, among other things: our ability to realize the full extent of the expected
returns, benefits, cost savings or synergies as a result of a transaction, within the anticipated time frame, or
at all; receipt of necessary consents, clearances and approvals in connection with a transaction; and diversion
of management’s attention from day-to-day operations.
With respect to acquisitions, the following factors also have in the past and could continue to pose additional
risk risks: our ability to successfully combine our businesses with the business of the acquired company,
including integrating the acquired company’s manufacturing, distribution, sales, accounting, financial
reporting and administrative support activities and information technology systems with our company; our
ability to successfully operate in new categories or territories; motivating, recruiting and retaining executives
and key employees (both of the acquired company and our company); conforming standards, controls
(including internal control over financial reporting and disclosure controls and procedures, environmental
compliance, health and safety compliance and compliance with other laws and regulations), procedures and
policies, business cultures and compensation structures between us and the acquired company; consolidating
and streamlining corporate and administrative infrastructures and avoiding increased operating expenses;
consolidating sales and marketing operations; retaining existing customers and attracting new customers;
retaining existing distributors; identifying and eliminating redundant and underperforming operations and
assets; coordinating geographically dispersed organizations; managing tax costs or inefficiencies associated
with integrating our operations following completion of an acquisition; and other unanticipated problems or
liabilities, such as contingent liabilities and litigation.
With respect to joint ventures, we share ownership and management responsibility with one or more parties
who may or may not have the same goals, strategies, priorities, resources or values as we do. Joint ventures
are intended to be operated for the benefit of all co-owners, rather than for our exclusive benefit. Business
decisions or other actions or omissions of our joint venture partners have in the past and could continue to
adversely affect the value of our investment, result in litigation or regulatory action against us or otherwise
damage our reputation and brands and adversely affect our business, financial condition or results of
operations.
In addition, acquisitions and joint ventures outside of the United States increase our exposure to risks
associated with operations outside of the United States, including fluctuations in exchange rates and
compliance with the Foreign Corrupt Practices Act and other anti-corruption and anti-bribery laws and laws
and regulations outside the United States.
With respect to divestitures and refranchisings, we have in the past and could continue to be unable to complete
or effectively manage such transactions on terms commercially favorable to us or at all, resulting in failure
to achieve the anticipated benefits or cost savings from the divestiture or refranchising. Further, as divestitures
and refranchisings reduce our direct control over certain aspects of our business, any failure to maintain good
relations with divested or refranchised businesses in our supply or sales chain can adversely impact our sales
or business performance.
Acquisitions or joint ventures that are not successfully completed, integrated into our existing operations or
managed effectively, or divestitures or refranchisings that are not successfully completed or managed
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effectively or do not result in the benefits or cost savings we expect, have in the past and could continue to
result in adverse effects on our business, financial condition or results of operations.
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