Obligation Mondelez Global 2.125% ( US609207AS49 ) en USD

Mondelez Global

100 % ▼

Etas-Unis

US609207AS49 ( en USD )

2.125% par an ( paiement semestriel )

13/04/2023 - Obligation échue

Prospectus brochure de l'obligation Mondelez International US609207AS49 en USD 2.125%, échue

2 000 USD

500 000 000 USD

609207AS4

N/A

Mondelez International est une société multinationale américaine de produits alimentaires spécialisée dans les biscuits, le chocolat, les bonbons, le chewing-gum et les boissons.

L'obligation Mondelez International (ISIN : US609207AS49, CUSIP : 609207AS4), émise aux États-Unis pour un montant total de 500 000 000 USD, avec un taux d'intérêt de 2,125%, une taille minimale d'achat de 2 000 USD et une fréquence de paiement semestrielle, est arrivée à maturité le 13/04/2023 et a été intégralement remboursée à son prix nominal de 100%.

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Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-236787
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)
2.125% Notes due 2023

$500,000,000

99.769%

$498,845,000

$64,750.08
2.750% Notes due 2030

$500,000,000

99.032%

$495,160,000

$64,271.77

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. A filing fee of $129,021.85 is being paid in connection
with this offering.
Table of Contents
Prospectus Supplement to Prospectus dated February 28, 2020.
$1,000,000,000
Mondelez International, Inc.
$500,000,000 2.125% Notes due 2023
$500,000,000 2.750% Notes due 2030

This is an offering of $500,000,000 of 2.125% Notes due 2023 (the "2023 Notes"), and $500,000,000 of 2.750% Notes due 2030 (the "2030 Notes"
and, together with the 2023 Notes, the "notes") to be issued by Mondelez International, Inc., a Virginia corporation ("Mondelez International").
We will pay interest on the notes semi-annually on April 13 and October 13 of each year, beginning on October 13, 2020. The 2023 Notes will bear
interest at the rate of 2.125% per annum. The 2030 Notes will bear interest at the rate of 2.750% per annum. The 2023 Notes will mature on April 13,
2023. The 2030 Notes will mature on April 13, 2030. 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.

Per
2023 Notes
Per
2030 Notes

2023 Notes

total

2030 Notes

total

Notes total

Public Offering Price (1)

99.769%
$498,845,000

99.032%
$495,160,000
$994,005,000
Underwriting Discount (2)

0.200%
$
1,000,000

0.450%
$
2,250,000
$
3,250,000
Proceeds, Before Expenses,
to Mondelez International (2)

99.569%
$497,845,000

98.582%
$492,910,000
$990,755,000

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(1)
Plus accrued interest from April 13, 2020 if delivery of the notes occurs after that date.
(2)
The underwriters have agreed to reimburse us for certain fees and expenses related to this offering. See "Underwriting (Conflicts of Interest)."
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 April 13, 2020.

Joint Book-Running Managers
Barclays
BofA Securities
J.P. Morgan
Wells Fargo Securities
Senior Co-Managers
BBVA

Citigroup
Morgan Stanley

TD Securities

US Bancorp

BNP PARIBAS
Co-Managers
Academy Securities

Siebert Williams Shank
Prospectus Supplement dated April 7, 2020.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement
S-iii
Cautionary Statement Regarding Forward-Looking Statements
S-iii
About Mondelez International
S-1
Summary of the Offering
S-2
Risk Factors
S-5
Use of Proceeds
S-8
Capitalization
S-9
Description of Notes
S-10
Certain U.S. Federal Income Tax Considerations
S-20
Underwriting (Conflicts of Interest)
S-25
Incorporation By Reference
S-31
Experts
S-32
Validity of the Notes
S-33
Prospectus

Page
About This Prospectus

1
About the Company

1
Where You Can Find More Information

2
Incorporation by Reference

2
Cautionary Statement Regarding Forward-Looking Statements

3
Use of Proceeds

4
Description of Debt Securities

5
Description of Common Stock

16
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Description of Other Securities

18
Plan of Distribution

19
Experts

20
Validity of the Securities

21

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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.

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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. References herein to "CHF" and "Swiss franc" are to the
currency of Switzerland. 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," "plan," "believe,"
"estimate," "anticipate," "likely," "drive," "seek," "aim," "potential," "project," "outlook" and similar expressions are intended to identify our forward-
looking statements, including but not limited to statements about: the impact of the recent outbreak of the novel coronavirus ("COVID-19") pandemic; our
future performance, including our future revenue growth, profitability 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 of 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
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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 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; 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

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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 involve risks and uncertainties, many of which are beyond our control, and many of these risks and uncertainties
are currently amplified by and may continue to be amplified by, or in the future may be amplified by, the COVID-19 outbreak. Important factors that could
cause actual results to differ materially from those described in our forward-looking statements include, but are not limited to uncertainty of the magnitude,
duration, geographic reach, impact on the global economy and current and potential travel restrictions of the COVID-19 outbreak; the current, and
uncertain future, impact of the COVID-19 outbreak on our business, growth, reputation, prospects, financial condition, operating results (including
components of our financial results), cash flows and liquidity; risks from operating globally including in emerging markets; changes in currency exchange
rates, controls and restrictions; 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; the impact of climate change on our supply chain and operations;
strategic transactions; significant changes in valuation factors that may adversely affect our impairment testing of goodwill and intangible assets; perceived
or actual product quality issues or product recalls; failure to maintain effective internal control over financial reporting; volatility of and access to capital or
other markets; pension costs; the expected discontinuance of London Interbank Offered Rates and transition to any other interest rate benchmark; and our
ability to protect our intellectual property and intangible assets. 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 and the United Kingdom
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") or in the United Kingdom ("UK"). 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"); (ii) a customer within the meaning of
Directive 2016/97 (the "Insurance Distribution 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 Regulation 2017/1129 (the "Prospectus Regulation"). 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 or in the UK has been prepared and therefore offering or selling the notes or otherwise making them
available to any retail investor in the EEA or in the UK 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 or in the UK will be made pursuant to an exemption
under the Prospectus Regulation 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 Regulation.

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ABOUT MONDELEZ INTERNATIONAL
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We are one of the world's largest snack companies with global net revenues of $25.9 billion and net earnings of $3.9 billion in 2019. 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 approximately 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
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 905 West Fulton
Market, Suite 200, Chicago, Illinois 60607. 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.
Recent Developments
Impact of COVID-19
The rapid, worldwide spread of COVID-19 has created global economic disruption and uncertainty, including in our business. As a result, we
expect higher sales in some markets and channels, such as the United States and some European markets and modern trade (including large grocery
supermarkets and retail chains) during this period, as consumers significantly increase their current food purchases for in-home consumption,
especially for some categories like biscuits. We also expect lower revenues during this period in some of our emerging market countries that have a
higher concentration of traditional trade outlets (such as small family-run stores), as well as in our travel retail (such as international duty-free stores)
and foodservice businesses, all of which are negatively impacted by enforced lockdowns. See "Risk Factors--Global or regional health pandemics or
epidemics, including COVID-19, could negatively impact our business operations, financial performance and results of operations."
Revolving Credit Agreements
On March 6, 2020, we entered into a revolving credit agreement (the "$2.5 Billion Revolving Credit Agreement") for a 364-day senior
unsecured revolving credit facility in an aggregate principal amount of $2.5 billion with the lenders named in the $2.5 Billion Revolving Credit
Agreement, and JPMorgan Chase Bank, N.A. as administrative agent. On March 12, 2020, we borrowed $1.0 billion principal amount under the
$2.5 Billion Revolving Credit Agreement as a strategic decision to have cash on hand in light of current uncertainty in the global markets resulting
from the COVID-19 outbreak. On April 1, 2020, we borrowed an additional $1.25 billion principal amount under the $2.5 Billion Revolving Credit
Agreement to fund the completion of our previously announced acquisition of Give & Go Prepared Foods Corp. As of April 6, 2020, we have
borrowed $2.25 billion principal amount under the $2.5 Billion Revolving Credit Agreement.
On March 24, 2020, we entered into a revolving credit agreement (as amended, the "$1.95 Billion Revolving Credit Agreement") for a 364-day
senior unsecured revolving credit facility in an aggregate principal amount of $1.75 billion with the lenders named in the $1.95 Billion Revolving
Credit Agreement; and Citibank, N.A. as administrative agent. On April 1, 2020, we entered into a first amendment commitment increase of $200
million with the administrative agent and BNP Paribas, increasing to $1.95 billion aggregate principal amount available under the $1.95 Billion
Revolving Credit Agreement. As of April 6, 2020, we had no borrowings under the $1.95 Billion Revolving Credit Agreement.

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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.
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Notes Offered
$500,000,000 aggregate principal amount of the 2023 Notes. $500,000,000 aggregate principal amount of the
2030 Notes.
Maturity Date
April 13, 2023 for the 2023 Notes.

April 13, 2030 for the 2030 Notes.
Interest Rate
The 2023 Notes will bear interest from April 13, 2020 at the rate of 2.125% per annum payable semi-
annually in arrears.

The 2030 Notes will bear interest from April 13, 2020 at the rate of 2.750% per annum payable semi-
annually in arrears.
Interest Payment Dates
Semi-annually on April 13 and October 13 of each year, commencing on October 13, 2020.
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 $4.8 billion aggregate principal amount of indebtedness from our wholly-
owned subsidiary, Mondelez International Holdings Netherlands B.V., as of December 31, 2019);

· ?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 $4.8 billion aggregate amount of indebtedness from our wholly-

owned subsidiary, Mondelez International Holdings Netherlands B.V., as of December 31, 2019).
Optional Redemption
Prior to March 13, 2023 (the date that is one month prior to the scheduled maturity date for the 2023 Notes)
(the "2023 Notes Par Call Date"), we may, at our option, redeem the 2023 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 2023 Notes to be
redeemed, plus a "make-whole" premium, plus accrued and unpaid interest, if any, thereon to, but excluding,
the redemption date.

On or after the 2023 Notes Par Call Date, we may, at our option, redeem the 2023 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
2023 Notes to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the
redemption date.

Prior to January 13, 2030 (the date that is three months prior to the scheduled maturity date for the
2030 Notes) (the "2030 Notes Par Call Date"), we may, at our option, redeem the 2030 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
2030 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 2030 Notes Par Call Date, we may, at our option, redeem the 2030 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
2030 Notes to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the
redemption date.

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
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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 $990,755,000 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 the repayment of a portion of the amounts outstanding under
our $2.5 Billion Revolving Credit Agreement. All remaining net proceeds, if any, will be used 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 any series of notes, create and
issue additional notes ranking equally and ratably with such series of notes in all respects and having the
same interest rate, maturity and other terms as such series of 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.
Conflicts of Interest
Affiliates of Barclays Capital Inc., BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo
Securities LLC are lenders under our $2.5 Billion Revolving Credit Agreement, amounts outstanding under
which are expected to be repaid with the net proceeds from this offering and, accordingly, will receive a
portion of the amounts repaid under our $2.5 Billion Revolving Credit Agreement. In addition, affiliates of
certain of the underwriters are dealers under our commercial paper program and may hold commercial paper
thereunder, amounts outstanding under which are expected to be repaid with the net proceeds from this
offering and, accordingly, will receive a portion of the amounts repaid under the commercial paper program.
Because more than 5% of the net proceeds of the offering are intended to be paid to certain of the
underwriters' affiliates that are lenders under our $2.5 Billion Revolving Credit Agreement, in their
capacities as such, this offering is being made in compliance with Financial Industry Regulatory Authority
("FINRA") Rule 5121. Since the notes being offered hereby are rated investment grade, pursuant to FINRA
Rule 5121, the appointment of a qualified independent underwriter is not necessary in connection with this
offering. See " Underwriting (Conflicts of Interest)."

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Trustee
Deutsche Bank Trust Company Americas.
Listing
The notes will not be listed on any securities exchange.
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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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,
2019, 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.
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 the recent outbreak of COVID-19 or other pandemics or epidemics. The
severity, magnitude and duration of the current COVID-19 pandemic is uncertain, rapidly changing and hard to predict. In 2020, COVID-19 has
significantly impacted economic activity and markets around the world, and it could negatively impact our business in numerous ways, including but
not limited to those outlined below:

·
We expect the COVID-19 outbreak to result in lower revenues in some of our emerging market countries that have a higher concentration

of traditional trade outlets (such as small family-run stores), as well as in our travel retail (such as international duty-free stores) and
foodservice businesses.

·
In addition, we expect increased sales of some of our products for in-home consumption that are currently in demand in some markets and

channels, such as the United States and some European markets and modern trade. We are unable to predict how long this sustained
demand will last or how significant it will be.

·
Commodity costs have become more volatile due to the COVID-19 outbreak. We expect continued commodity cost volatility, and our

commodity hedging activities might not sufficiently offset this volatility.

·
The COVID-19 outbreak could disrupt our global supply chain, operations and routes to market or those of our suppliers, their suppliers,
or our co-manufacturers or distributors. These disruptions or our failure to effectively respond to them could increase product or

distribution costs or cause delays in delivering or an inability to deliver products to our customers. We have experienced temporary
disruptions in certain emerging markets operations such as India and Nigeria that to date have not been material to our consolidated
results.

·
Disruptions or uncertainties related to the COVID-19 outbreak for a sustained period of time could result in delays or modifications to our

strategic plans and initiatives and hinder our ability to achieve our objective to reduce our operating cost structure in both our supply chain
and overhead costs through our Simplify to Grow Program.

·
Illness, travel restrictions or workforce disruptions could negatively affect our supply chain, manufacturing, distribution or other business

processes.

·
Government or regulatory responses to pandemics could negatively impact our business. Mandatory lockdowns or other restrictions on

operations in some countries have temporarily disrupted our ability to distribute our products in some of these markets. Continuation or
expansion of these disruptions could materially adversely impact our operations and results.

·
We expect to be negatively impacted by currency translation losses from a generally stronger U.S. dollar relative to other currencies in the

countries in which we operate. These along with currency transaction losses could adversely affect our reported results of operations and
financial condition.

·
The COVID-19 outbreak has increased volatility and pricing in the capital markets and commercial paper markets, and volatility is likely

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

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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 this "Risk Factors" section and those incorporated by reference herein, such as those relating to our reputation, brands, product
sales, 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
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and severity of any outbreak 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 and results of operations, which impact could be material.
An active trading market for the notes may not develop.
Each series of notes is a new issue of securities with no established trading markets. 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 markets develop, you may be unable to resell the notes at any price or at their fair market value.
If trading markets do develop, changes in our ratings or the financial markets could adversely affect the market prices of the notes.
The market prices 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 prices 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 prices of the notes.
Each series of notes is 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.
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.

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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
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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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USE OF PROCEEDS
We expect to receive net proceeds of approximately $990,755,000 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 the repayment of a portion of the
amounts outstanding under our $2.5 Billion Revolving Credit Agreement. All remaining net proceeds, if any, will be used for general corporate purposes,
including the repayment of outstanding commercial paper borrowings and other debt.
As of April 6, 2020, we had $2.25 billion principal amount outstanding under our $2.5 Billion Revolving Credit Agreement, which is accruing at a
LBO Rate Advance with an Interest Period of two weeks. If not earlier terminated by us, the $2.5 Billion Revolving Credit Agreement will mature on the
earlier of March 5, 2021 and the date of termination in whole of the commitments pursuant to the terms of the $2.5 Billion Revolving Credit Agreement. On
March 12, 2020, we borrowed $1.0 billion principal amount under the $2.5 Billion Revolving Credit Agreement as a strategic decision to have cash on
hand in light of current uncertainty in the global markets resulting from the COVID-19 outbreak. On April 1, 2020, we borrowed an additional
$1.25 billion principal amount under the $2.5 Billion Revolving Credit Agreement to fund the completion of our previously announced acquisition of Give
& Go Prepared Foods Corp.
Affiliates of Barclays Capital Inc., BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities LLC are lenders under our $2.5
Billion Revolving Credit Agreement, amounts outstanding under which are expected to be repaid with the net proceeds from this offering and, accordingly,
will receive a portion of the amounts repaid under our $2.5 Billion Revolving Credit Agreement. In addition, affiliates of certain of the underwriters are
dealers under our commercial paper program and may hold commercial paper thereunder, amounts outstanding under which are expected to be repaid with
the net proceeds from this offering and, accordingly, will receive a portion of the amounts repaid under the commercial paper program. Because more than
5% of the net proceeds of the offering are intended to be paid to certain of the underwriters' affiliates that are lenders under our $2.5 Billion Revolving
Credit Agreement, in their capacities as such, this offering is being made in compliance with FINRA Rule 5121. Since the notes being offered hereby are
rated investment grade, pursuant to FINRA Rule 5121, the appointment of a qualified independent underwriter is not necessary in connection with this
offering. Certain of the underwriters will not make sales to discretionary accounts without the prior written consent of the customer. See "Underwriting
(Conflicts of Interest)."

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CAPITALIZATION
The following table sets forth our capitalization on a consolidated basis as of December 31, 2019. We have presented our capitalization:

·
on an actual basis; and

·
on an as adjusted basis to reflect the issuance of $1,000,000,000 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, 2019

As

Actual
Adjusted

(in millions)

(unaudited)
Short-term borrowings and current maturities(1)(2)

$ 4,219
$
4,219
Notes offered hereby

--

1,000
Other long-term debt(1)(2)(3)

14,207

14,207

Total debt

$ 18,426
$
19,426

Mondelez International shareholders' equity:

Common Stock

$
--
$
--
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