Bond Mondelez Global 3.625% ( US609207AR65 ) in USD

Mondelez Global

99.66 % ▲

United States

US609207AR65 ( in USD )

3.625% per year ( payment 2 times a year)

12/02/2026

Prospectus brochure of the bond Mondelez International US609207AR65 en USD 3.625%, maturity 12/02/2026

2 000 USD

600 000 000 USD

609207AR6

BBB ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

13/02/2026 ( In 59 days )

Mondelez International is a multinational confectionery, food, and beverage conglomerate that produces and markets a wide range of snacks and drinks globally, including brands such as Oreo, Cadbury, and Ritz.

Mondelez International (US609207AR65, CUSIP 609207AR6) issued a USD 600,000,000 bond with a 3.625% coupon, maturing on 12/02/2026, trading at 98.59%, paying semi-annually, minimum purchase of 2000, rated BBB by S&P and Baa1 by Moody's.

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424B2 1 d703787d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-216408
CALCULATION OF REGISTRATION FEE

Proposed
Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

Per Unit

Offering Price

Registration Fee(1)
3.625% Notes due 2026

$600,000,000

99.462%

$596,772,000

$72,328.77

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. A filing fee of $72,328.77 is being paid in connection with
this offering.
Table of Contents
Prospectus Supplement to Prospectus dated March 2, 2017
$600,000,000

Mondelez International, Inc.
$600,000,000 3.625% Notes due 2026

This is an offering of $600,000,000 of 3.625% Notes due 2026 (the "notes") to be issued by Mondelez International, Inc., a Virginia corporation
("Mondelez International").
We will pay interest on the notes semi-annually on February 13 and August 13 of each year, beginning on August 13, 2019. The notes will bear
interest at the rate of 3.625% per annum. The notes will mature on February 13, 2026. The notes will be issued in minimum denominations of $2,000 and
integral multiples of $1,000 in excess thereof.
We may redeem the notes at the redemption prices set forth in this prospectus supplement, plus accrued and unpaid interest thereon to, but
excluding, the redemption date. See "Description of Notes--Optional Redemption" in this prospectus supplement.
If we experience a change of control triggering event, we may be required to offer to purchase the notes from holders of the notes. See "Description
of Notes--Change of Control" in this prospectus supplement. The notes will be our senior unsecured obligations and will rank equally in right of payment
with all of our existing and future senior unsecured indebtedness. Please read the information provided under the caption "Description of Notes" in this
prospectus supplement and "Description of Debt Securities" in the accompanying prospectus for a more detailed description of the notes.

See "Risk Factors" on page S-5 of this prospectus supplement to read about important factors you should
consider before buying the notes.
The notes will not be listed on any securities exchange. Currently there is no public market for the notes.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of
these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying
prospectus. Any representation to the contrary is a criminal offense.
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Proceeds, Before Expenses,

Public Offering Price(1)

Underwriting Discount

to Mondelez International(1)
Per note

99.462%

0.325%

99.137%
Total

$
596,772,000
$
1,950,000
$
594,822,000

(1)
Plus accrued interest from February 13, 2019 if delivery of the notes occurs after that date.
The underwriters expect to deliver the notes to purchasers in registered book-entry form through the facilities of The Depository Trust Company for
the accounts of its participants, including Clearstream Banking S.A. and Euroclear Bank S.A./N.V., as operator of the Euroclear System, and its indirect
participants, against payment in New York, New York on or about February 13, 2019.
Joint Book-Running Managers

BofA Merrill Lynch

Deutsche Bank Securities
Goldman Sachs & Co. LLC

SOCIETE GENERALE
Senior Co-Managers

COMMERZBANK

Credit Agricole CIB

Santander
SMBC Nikko

Westpac Capital Markets LLC
Co-Managers

Academy Securities

Drexel Hamilton

The Williams Capital Group, L.P.
Prospectus Supplement dated February 11, 2019.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement
S-ii
Cautionary Statement Regarding Forward-Looking Statements
S-ii
About Mondelez International
S-1
Summary of the Offering
S-2
Risk Factors
S-5
Use of Proceeds
S-7
Capitalization
S-8
Description of Notes
S-9
Certain U.S. Federal Income Tax Considerations
S-19
Underwriting
S-24
Incorporation By Reference
S-30
Experts
S-31
Validity of the Notes
S-32
Prospectus

Page
About This Prospectus

1
About the Company

1
Where You Can Find More Information

2
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Incorporation by Reference

2
Cautionary Statement Regarding Forward-Looking Statements

4
Use of Proceeds

5
Ratio of Earnings to Fixed Charges

6
Description of Debt Securities

7
Description of Common Stock

18
Description of Other Securities

20
Plan of Distribution

21
Experts

22
Validity of the Securities

23
This prospectus supplement, the accompanying prospectus and any free writing prospectus that we prepare or authorize contain and
incorporate by reference information that you should consider when making your investment decision. No one has been authorized to provide you
with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should not assume
that the information contained in this prospectus supplement or the accompanying prospectus or any document incorporated by reference is
accurate as of any date other than the date on the front cover of those documents. Our business, financial condition, results of operations and
prospects may have changed since those dates.
The financial information presented in this prospectus supplement has been prepared in accordance with generally accepted accounting
principles in the United States.

S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement contains the terms of this offering and of the notes. This prospectus supplement, or the information incorporated by
reference in this prospectus supplement, may add, update or change information in the accompanying prospectus. If information contained in this
prospectus supplement, or the information incorporated by reference in this prospectus supplement, is inconsistent with the accompanying prospectus, this
prospectus supplement, or the information incorporated by reference in this prospectus supplement, will apply and will supersede that information in the
accompanying prospectus.
It is important for you to read and consider all information contained in this prospectus supplement and the accompanying prospectus in making your
investment decision. You should also read and consider the information in the documents we have referred you to under the caption "Where You Can Find
More Information" in the accompanying prospectus and under the caption "Incorporation by Reference" in this prospectus supplement.
Unless otherwise indicated or the context otherwise requires, references in this prospectus to "Mondelez International," the "Company," "we," "us"
and "our" refer to Mondelez International, Inc. and its subsidiaries. Trademarks and service marks in this prospectus supplement and the accompanying
prospectus appear in italic type and are the property of or licensed by us.
References herein to "$" and "U.S. dollars" are to the currency of the United States. The financial information presented in this prospectus
supplement and the accompanying prospectus has been prepared in accordance with generally accepted accounting principles in the United States
("GAAP"). References to "SEC" are to the U.S. Securities and Exchange Commission.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and certain statements incorporated by reference into this prospectus supplement contain a
number of forward-looking statements. Words, and variations of words, such as "will," "may," "expect," "would," "could," "might," "intend," "plan,"
"believe," "estimate," "anticipate," "likely," "deliver," "drive," "seek," "aim," "potential," "objective," "project," "outlook" and similar expressions are
intended to identify our forward-looking statements, including but not limited to statements about: our future performance, including our future revenue
growth, profitability and earnings; our new 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. tax reform on our future results; market share; the United Kingdom's
planned exit from the European Union and its impact on our results, including if the United Kingdom exits the European Union without an agreement; 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 behaviours; commodity prices and supply; investments; research, development and innovation; political and economic conditions and
volatility; the effect of the imposition of increased or new tariffs, quotas, trade barriers or similar restrictions on our sales or key commodities and potential
changes in U.S. trade programs, trade relations, regulations, taxes or fiscal policies; currency exchange rates, controls and restrictions and volatility in
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foreign currencies; the application of highly inflationary accounting for our Argentinian 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; matters related to the acquisition of a U.S. premium biscuit company and the
acquisition of a biscuit operation in Vietnam; 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;

S-ii
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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; sustainability initiatives; the Brazilian indirect tax matter; our
liability related to our withdrawal from the Bakery and Confectionery Union and Industry International Pension Fund and timing of receipt of the
assessment from the 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; interest expense;
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; compliance with financial and long-term debt
covenants; guarantees; and our contractual obligations.
These forward-looking statements involve risks and uncertainties, many of which are beyond our control. Important factors that could cause actual
results to differ materially from those described in our forward-looking statements include, but are not limited to, risks from operating globally including in
emerging markets; changes in currency exchange rates, controls and restrictions; continued volatility of commodity and other input costs; weakness in
economic conditions; weakness in consumer spending; pricing actions; tax matters including changes in tax rates and laws, disagreements with taxing
authorities and imposition of new taxes; use of information technology and third party service providers; unanticipated disruptions to our business, such as
the malware incident, cyberattacks or other security breaches; competition; protection of our reputation and brand image; our ability to innovate and
differentiate our products; the restructuring program and our other transformation initiatives not yielding the anticipated benefits; changes in the
assumptions on which the restructuring program is based; management of our workforce; consolidation of retail customers and competition with retailer
and other economy brands; changes in our relationships with suppliers or customers; legal, regulatory, tax or benefit law changes, claims or actions;
strategic transactions; significant changes in valuation factors that may adversely affect our impairment testing of goodwill and intangible assets; perceived
or actual product quality issues or product recalls; failure to maintain effective internal control over financial reporting; volatility of and access to capital or
other markets; pension costs; and our ability to protect our intellectual property and intangible assets. We disclaim and do not undertake any obligation to
update or revise any forward-looking statement in this prospectus supplement or the accompanying prospectus except as required by applicable law or
regulation.
Notice to Prospective Investors in the European Economic Area
The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined
in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC (as
amended or superseded, the "Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended or superseded, the "Prospectus Directive").
Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the
notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making
them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. This prospectus supplement and the accompanying
prospectus have been prepared on the basis that any offer of notes in any member state of the EEA will be made pursuant to an exemption under the
Prospectus Directive from the requirement to publish a prospectus for offers of notes. Neither this prospectus supplement nor the accompanying prospectus
is a prospectus for the purposes of the Prospectus Directive.

S-iii
Table of Contents
ABOUT MONDELEZ INTERNATIONAL
We are one of the world's largest snack companies with global net revenues of $25.9 billion and net earnings of $3.4 billion in 2018. We make
and sell primarily snacks, including biscuits (cookies, crackers and salted snacks), chocolate, gum & candy as well as various cheese & grocery and
powdered beverage products. We have operations in more than 80 countries and sell our products in over 150 countries around the world. Our
portfolio includes iconic snack brands such as Cadbury, Milka and Toblerone chocolate; Oreo, belVita and LU biscuits; Halls candy; Trident gum and
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Tang powdered beverages.
We are proud members of the Dow Jones Sustainability Index, Standard and Poor's 500 and Nasdaq 100. Our Class A common stock trades on
The Nasdaq Global Select Market under the symbol "MDLZ."
We have been incorporated in the Commonwealth of Virginia since 2000. Our principal executive offices are located at Three Parkway North,
Deerfield, IL 60015. Our telephone number is (847) 943-4000 and our Internet address is www.mondelezinternational.com. Except for the documents
incorporated by reference in this prospectus supplement and the accompanying prospectus as described under the "Incorporation by Reference"
heading in both this prospectus supplement and the accompanying prospectus, the information and other content contained on our website are not
incorporated by reference in this prospectus supplement or the accompanying prospectus, and you should not consider them to be a part of this
prospectus supplement or the accompanying prospectus.

S-1
Table of Contents
SUMMARY OF THE OFFERING
The following summary contains basic information about this offering and the terms of the notes. It does not contain all the information that is
important to you. For a more complete understanding of this offering and the terms of the notes, we encourage you to read this entire prospectus
supplement, including the information under the caption "Description of Notes," and the accompanying prospectus, including the information under
the caption "Description of Debt Securities," and the documents incorporated by reference in this prospectus supplement and the accompanying
prospectus.

Issuer
Mondelez International, Inc.

Notes Offered
$600,000,000 aggregate principal amount of the 3.625% Notes due 2026.

Maturity Date
February 13, 2026.

Interest Rate
The notes will bear interest from February 13, 2019 at the rate of 3.625% per annum payable
semi-annually in arrears.

Interest Payment Dates
Semi-annually on February 13 and August 13 of each year, commencing on August 13, 2019.

Ranking
The notes will be our senior unsecured obligations and will:

· rank equally in right of payment with all of our existing and future senior unsecured
indebtedness (including our guarantee of $4.5 billion aggregate principal amount of

indebtedness from our wholly-owned subsidiary, Mondelez International Holdings
Netherlands B.V., as of December 31, 2018);

· rank senior in right of payment to all of our future subordinated indebtedness;

· be effectively subordinated in right of payment to all of our future secured indebtedness,

to the extent of the value of the assets securing such indebtedness; and

· be structurally subordinated in right of payment to all existing and future indebtedness and
other liabilities of each of our subsidiaries (including $4.5 billion aggregate amount of

indebtedness from our wholly-owned subsidiary, Mondelez International Holdings
Netherlands B.V., as of December 31, 2018).

Optional Redemption
Prior to December 13, 2025 (the date that is two months prior to the scheduled maturity date
for the notes) (the "Par Call Date"), we may, at our option, redeem the notes, in whole at any
time or in part from time to time, at a redemption price equal to 100% of the principal
amount of the notes to be redeemed, plus a "make-whole" premium, plus accrued and unpaid
interest, if any, thereon to, but excluding, the redemption date.

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On or after the Par Call Date, we may, at our option, redeem the notes, in whole at any time
or in part from time to time, at a redemption price equal to 100% of the principal amount of

the notes to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding,
the redemption date.

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Table of Contents

See "Description of Notes--Optional Redemption."

Change of Control
Upon the occurrence of both (i) a change of control of Mondelez International and (ii) a
downgrade of the notes below an investment grade rating by each of Moody's Investors
Service, Inc. and Standard & Poor's Ratings Services within a specified period, we will be
required to make an offer to purchase the notes at a price equal to 101% of the aggregate
principal amount of such notes, plus accrued and unpaid interest to the date of repurchase.
See "Description of Notes--Change of Control."

Covenants
We will issue the notes under an indenture containing covenants that restrict our ability, with
significant exceptions, to:

· incur debt secured by liens above a certain threshold;

· engage in certain sale and leaseback transactions above a certain threshold; and

· consolidate, merge, convey or transfer our assets substantially as an entirety.

For more information about these covenants, please see the information under the caption

"Description of Debt Securities--Restrictive Covenants" in the accompanying prospectus.

Use of Proceeds
We expect to receive net proceeds of approximately $594,822,000 from the sale of the notes
offered hereby, before estimated offering expenses but after deducting the underwriting
discount. We intend to use the net proceeds from the sale of the offered notes for general
corporate purposes, including the repayment of outstanding commercial paper borrowings
and other debt.

Further Issues
We may from time to time, without notice to or the consent of the holders of the notes, create
and issue additional notes ranking equally and ratably with the notes in all respects and
having the same interest rate, maturity and other terms as the notes (except for the issue date,
issue price and, in some cases, the first payment of interest or interest accruing prior to the
issue date of such additional notes). See "Description of Notes--Further Issues."

Form and Denomination
The notes will be issued only in registered, book-entry form through The Depository Trust
Company, including its participants Clearstream Banking S.A. and Euroclear Bank
S.A./N.V. in minimum denominations of $2,000 in principal amount and multiples of $1,000
in excess thereof.

Trustee
Deutsche Bank Trust Company Americas.

Listing
The notes will not be listed on any securities exchange.

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Governing Law
The indenture governing the notes is, and the notes will be, governed by, and construed in
accordance with, the laws of the State of New York.

Risk Factors
An investment in the notes involves risk. You should consider carefully the specific factors
set forth under the heading "Risk Factors" beginning on page S-5 of this prospectus
supplement, as well as the other information set forth and incorporated by reference in this
prospectus supplement and the accompanying prospectus, before investing in any of the notes
offered hereby.

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Table of Contents
RISK FACTORS
Investing in the notes involves various risks, including the risks described below and in the documents we incorporate by reference herein. You
should carefully consider these risks and the other information contained or incorporated by reference in this prospectus supplement before deciding to
invest in the notes, including the risk factors incorporated by reference from our annual report on Form 10-K for the year ended December 31, 2018, as
updated by our SEC filings filed after such annual report. Additional risks not currently known to us or that we currently believe are immaterial also may
impair our business operations, financial condition and liquidity.
An active trading market for the notes may not develop.
The notes are a new issue of securities with no established trading market. The notes will not be listed on any securities exchange. We cannot assure
you that a trading market for the notes will develop or of the ability of holders of the notes to sell their notes or of the prices at which holders may be able
to sell their notes. The underwriters have advised us that they currently intend to make a market in the notes. However, the underwriters are not obligated
to do so, and any market-making with respect to the notes may be discontinued, in their sole discretion, at any time without notice. If no active trading
market develops, you may be unable to resell the notes at any price or at their fair market value.
If a trading market does develop, changes in our ratings or the financial markets could adversely affect the market price of the notes.
The market price of the notes will depend on many factors, including, but not limited to, the following:

· ratings on our debt securities assigned by rating agencies;

· the time remaining until maturity of the notes;

· the prevailing interest rates being paid by other companies similar to us;

· our results of operations, financial condition and prospects; and

· the condition of the financial markets.
The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, which could
have an adverse effect on the market price of the notes.
Rating agencies continually review the ratings they have assigned to companies and debt securities. Negative changes in the ratings assigned to us or
our debt securities could have an adverse effect on the market price of the notes.
The notes are structurally subordinated to the liabilities of our subsidiaries.
The notes are our obligations exclusively and not of any of our subsidiaries. A significant portion of our operations is conducted through our
subsidiaries. Our subsidiaries are separate legal entities that have no obligation to pay any amounts due under the notes or to make any funds available
therefor, whether by dividends, loans or other payments. Except to the extent we are a creditor with recognized claims against our subsidiaries, all claims of
creditors (including trade creditors) and holders of preferred stock, if any, of our subsidiaries will have priority with respect to the assets of such
subsidiaries over our claims (and therefore the claims of our creditors, including holders of the notes). Consequently, the notes will be effectively
subordinated to all existing and future liabilities of any of our subsidiaries and any subsidiaries that we may in the future acquire or establish.
Our credit ratings may not reflect all risks of your investments in the notes.
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Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due. Consequently, real or anticipated changes in our
credit ratings will generally affect the market value of the notes.

S-5
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These credit ratings may not reflect the potential impact of risks relating to the notes. Agency ratings are not a recommendation to buy, sell or hold
any security, and may be revised or withdrawn at any time by the issuing organization. Each agency's rating should be evaluated independently of any
other agency's rating.
We may incur additional indebtedness and we are not subject to financial covenants.
The indenture governing the notes does not prohibit us from incurring additional unsecured indebtedness in the future. We are also permitted to incur
additional secured indebtedness, subject to the limitations described in the section entitled "Description of Debt Securities--Restrictive Covenants--
Limitations on Liens" in the accompanying prospectus, that would be effectively senior to the notes. If we incur additional debt or liabilities, our ability to
pay our obligations on the notes could be adversely affected. We expect that we will from time to time incur additional debt and other liabilities. In
addition, we are not restricted from paying dividends or issuing or repurchasing our securities under the indenture.
There are no financial covenants in the indenture, and our revolving credit facility agreement contains only limited covenants, which restrict our and
our major subsidiaries' ability to grant liens to secure indebtedness and our ability to effect mergers and sales of our and our subsidiaries' properties and
assets substantially as an entirety. As a result, you are not protected under the indenture in the event of a highly leveraged transaction, reorganization, a
default under our existing indebtedness, restructuring, merger or similar transaction that may adversely affect you, except to the extent described under
"Description of Debt Securities--Consolidation, Merger or Sale" in the accompanying prospectus.

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Table of Contents
USE OF PROCEEDS
We expect to receive net proceeds of approximately $594,822,000 from the sale of the notes offered hereby, before estimated offering expenses but
after deducting the underwriting discount. We intend to use the net proceeds from the sale of the offered notes for general corporate purposes, including
the repayment of outstanding commercial paper borrowings and other debt.

S-7
Table of Contents
CAPITALIZATION
The following table sets forth our capitalization on a consolidated basis as of December 31, 2018. We have presented our capitalization:

· on an actual basis; and

· on an as adjusted basis to reflect the issuance of $600,000,000 aggregate principal amount of notes offered hereby.
You should read the following table along with our financial statements and the accompanying notes to those statements, together with
management's discussion and analysis of financial condition and results of operations, contained in the documents incorporated by reference in this
prospectus supplement and the accompanying prospectus.

December 31, 2018

Actual
As Adjusted

(in millions)

(unaudited)
Short-term borrowings, including current maturities(1)

$ 5,840
$
5,840
Notes offered hereby

--

600
Other long-term debt(1)(2)

12,532

12,532

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Total debt

$ 18,372
$
18,972

Mondelez International shareholders' equity:

Common Stock

$
--
$
--
Additional paid-in capital

31,961

31,961
Retained earnings

24,491

24,491
Accumulated other comprehensive losses

(10,630)

(10,630)
Treasury stock, at cost

(20,185)

(20,185)

Total Mondelez International shareholders' equity

25,637

25,637

Total capitalization

$ 44,009
$
44,609

(1)
As adjusted amounts do not include the use of the net proceeds from the issuance of the notes in this offering to repay outstanding commercial paper
borrowings and other debt. See "Use of Proceeds."
(2)
The aggregate amount of "other long-term debt" excludes the current portion of such long-term debt.

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Table of Contents
DESCRIPTION OF NOTES
The following description of the particular terms of the notes supplements the description of the general terms and provisions of the debt securities set
forth under "Description of Debt Securities" beginning on page 7 of the accompanying prospectus. The accompanying prospectus contains a detailed
summary of additional provisions of the notes and of the indenture, dated as of March 6, 2015, between Mondelez International, Inc. and Deutsche Bank
Trust Company Americas, as trustee, under which the notes will be issued. To the extent of any inconsistency, the following description replaces the
description of the debt securities in the accompanying prospectus. Terms used in this prospectus supplement that are otherwise not defined will have the
meanings given to them in the accompanying prospectus.
We are offering $600,000,000 principal amount of the notes as a series of notes under the indenture.
Unless an earlier redemption or repurchase, as applicable, has occurred, the entire principal amount of the following notes will mature and become
due and payable, together with any accrued and unpaid interest thereon, on February 13, 2026.
We will issue the notes in fully registered form only and in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
We will not be required to make any mandatory redemption or sinking fund payments with respect to the notes. However, under certain
circumstances, we may be required to offer to purchase notes as described under "--Change of Control" below.
Business Day
As used in this prospectus supplement, "business day" means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on
which commercial banks are authorized or required by law, regulation or executive order to close in New York, New York, United States.
Interest on the Notes
The notes will bear interest at a rate of 3.625%.
Interest on the notes will accrue from February 13, 2019 and is payable in equal installments semi-annually in arrears on February 13 and August 13
of each year, beginning on August 13, 2019; provided that if any such date is not a business day, the interest payment date will be postponed to the next
succeeding business day, and no interest will accrue as a result of such delayed payment on amounts payable from and after such interest payment date to
the next succeeding business day.
For a full semi-annual interest period, interest on the notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. For
an interest period that is not a full semi-annual interest period, interest on the notes will be computed on the basis of a 365-day year and the actual number
of days in such interest period.
Interest on the notes will be calculated from the last date on which interest was paid on the notes (or February 13, 2019, if no interest has been paid
on the notes) to, but excluding, the next scheduled interest payment date.
We will pay or cause to be paid interest to persons in whose names the notes are registered at the close of business 15 days prior to the applicable
interest payment date (or to the applicable depositary, as the case may be).

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If the maturity date or a date fixed for redemption or repurchase is not a business day, then payment of principal, premium, if any, interest, with
respect to the notes need not be made on such date, but may be made on the next succeeding business day, in each case with the same force and effect as if
made on the scheduled maturity date or such date fixed for redemption or repurchase, and no interest shall accrue as a result of such delayed payment on
amounts payable from and after the scheduled maturity date or such redemption date or repurchase date, as the case may be, to the next succeeding
business day.
Change of Control
If a Change of Control Triggering Event (as defined below) occurs, holders of notes will have the right to require us to repurchase all or any part
(equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their notes pursuant to the offer described below (the "Change of Control Offer") on
the terms set forth in the notes. In the Change of Control Offer, we will be required to offer payment in cash equal to 101% of the aggregate principal
amount of notes repurchased plus accrued and unpaid interest, if any, on the notes repurchased, to the date of purchase (the "Change of Control Payment").
Within 30 days following any Change of Control Triggering Event, we will be required to mail (or otherwise transmit as described below under "--
Notices") a notice to holders of notes (with a copy to the trustee) describing the transaction or transactions that constitute the Change of Control Triggering
Event and offering to repurchase the notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the
date such notice is sent (the "Change of Control Payment Date"), pursuant to the procedures required by the notes and described in such notice. We must
comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any other securities laws
and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of
Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the notes,
we will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under the
Change of Control provisions of the notes by virtue of such conflicts.
On the Change of Control Payment Date, we will be required, to the extent lawful, to:

· accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;

· deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered;

and

· deliver or cause to be delivered to the trustee the notes properly accepted together with an officers' certificate stating the aggregate principal

amount of notes or portions of notes being purchased.
The paying agent will promptly mail (or otherwise deliver in accordance with the procedures of the applicable depositary) to each holder of notes
properly tendered the purchase price for the notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each
holder a new note equal in principal amount to any unpurchased portion of any notes surrendered; provided that each new note will be in a principal
amount of $2,000 or an integral multiple of $1,000 in excess thereof.
We will not be required to make an offer to repurchase the notes upon a Change of Control Triggering Event if a third party makes such an offer in
the manner, at the times and otherwise in compliance with the requirements for an offer made by us and such third party purchases all notes properly
tendered and not withdrawn under its offer.
Our ability to pay cash to holders of notes following the occurrence of a Change of Control Triggering Event may be limited by our then-existing
financial resources. Therefore, sufficient funds may not be available when necessary to make any required repurchases.

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For purposes of the foregoing discussion of a repurchase at the option of holders of the notes, the following definitions are applicable:
"Below Investment Grade Rating Event" means the notes are rated below an Investment Grade Rating by each of the Rating Agencies (as defined
below) on any date from the date of the public notice of an arrangement that could result in a Change of Control (as defined below) until the end of the
60-day period following public notice of the occurrence of the Change of Control (which 60-day period shall be extended so long as the rating of the notes
is under publicly announced consideration for possible downgrade by any of the Rating Agencies); provided that a below investment grade rating event
otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect to a particular Change of Control (and thus
shall not be deemed a below investment grade rating event for purposes of the definition of Change of Control Triggering Event hereunder) if the rating
agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the trustee in writing
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Document Outline

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