Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 19, 2016




(Exact name of registrant as specified in its charter)




(Commission File Number)


Virginia   52-2284372

(State or other jurisdiction

of incorporation)


(I.R.S. Employer

Identification No.)

Three Parkway North, Deerfield, Illinois 60015

(Address of principal executive offices, including zip code)

(847) 943-4000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 8.01. Other Events.

On October 19, 2016, Mondelēz International, Inc. (“we” or the “Company”) issued a press release announcing that Mondelez International Holdings Netherlands B.V., a wholly owned subsidiary of the Company and the principal holding company for the Company’s consolidated non-U.S. operations, has priced an offering of $3.75 billion aggregate principal amount of notes, consisting of $500,000,000 aggregate principal amount of Floating Rate Notes due 2019, $1,750,000,000 aggregate principal amount of 1.625% Notes due 2019 and $1,500,000,000 aggregate principal amount of 2.000% Notes due 2021 (collectively, the “Notes”). We intend to use the net proceeds from the sale of the Notes for general corporate purposes, including to fund all or a portion of our ongoing tender offer for certain outstanding debt and to fund near term debt maturities. We will guarantee the Notes. A copy of the press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K.

Forward-Looking Statements

This Current Report on Form 8-K contains a number of forward-looking statements. Words, and variations of words, such as “will,” “intend,” “expect” and similar expressions are intended to identify our forward-looking statements, including, but not limited to, statements about the use of proceeds from the Notes offering. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control, which could cause our actual results to differ materially from those indicated in our forward-looking statements. Please also see our risk factors, as they may be amended from time to time, set forth in our filings with the SEC, including our most recently filed Annual Report on Form 10-K. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this Current Report on Form 8-K, except as required by applicable law or regulation.

Item 9.01. Financial Statements and Exhibits.

(d) The following exhibit is being filed with this Current Report on Form 8-K.


Exhibit Number



99.1    Mondelēz International, Inc. Press Release, dated October 19, 2016.


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



/s/ Carol J. Ward

Name:   Carol J. Ward
Title:   Vice President and Corporate Secretary

Date: October 20, 2016



Exhibit Number



99.1    Mondelēz International, Inc. Press Release, dated October 19, 2016.