What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2023-04-27 compared with 2022-11-01 · 76 added, 15 removed, 28 unchanged (76% of the section changed)

Unregistered Sales of Equity Securities and Use of Proceeds.

Our stock repurchase activity for each of the three months in the quarter ended September 30, 2022 was:

Our stock repurchase activity for each of the three months in the quarter ended March 31, 2023 was:

Issuer Purchases of Equity Securities

7 unchanged sentences

Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (2)

July 1-31, 2022 2,108,944 $ 61.93 2,105,950 $ 2,019

August 1-31, 2022 1,053,061 64.03 1,049,976 1,952

September 1-30, 2022 2,361,113 59.36 2,356,985 1,812

For the Quarter Ended September 30, 2022 5,523,118 $ 61.23 5,512,911

January 1-31, 2023 2,917,541 $ 65.71 2,916,179 $ 5,808

February 1-28, 2023 1,990,633 65.87 1,552,803 5,706

March 1-31, 2023 1,698,800 66.57 1,697,054 5,593

For the Quarter Ended March 31, 2023 6,606,974 $ 65.98 6,166,036

(1) The total number of shares purchased (and the average price paid per share) reflects:

(i) shares purchased pursuant to the repurchase program described in (2) below;

and (ii) shares tendered to us by employees who used shares to exercise options and to pay the related taxes for grants of deferred stock that vested, totaling 2,994 shares, 3,085 shares and 4,128 shares for the fiscal months of July, August and September 2022, respectively.

and (ii) shares tendered to us by employees who used shares to exercise options and to pay the related taxes for grants of deferred stock that vested, totaling 1,362 shares, 437,830 shares and 1,746 shares for the fiscal months of January, February and March 2023, respectively.

(2) Dollar values stated in millions.

As of September 30, 2022, our Board of Directors has authorized the repurchase up to $23.7 billion of our Common Stock through December 31, 2023.

Since the program inception on March 12, 2013 through September 30, 2022, we have repurchased $21.9 billion, and as of September 30, 2202, we had approximately $1.8 billion share repurchase authorization remaining.

Effective January 1, 2023, our Board of Directors authorized a program for the repurchase of up to $6.0 billion of our Common Stock through December 31, 2025, excluding excise tax.

Since the program inception on January 1, 2023 through March 31, 2023, we have repurchased $406.6 million.

As of March 31, 2023, we had approximately $5.6 billion share repurchase authorization remaining.

See related information in Note 11, Stock Plans .

(3) As of January 1, 2023, our share repurchases in excess of issuances are subject to a 1% excise tax enacted by the Inflation Reduction Act.

Any excise tax incurred on share repurchases is recognized as part of the cost basis of the shares acquired in the consolidated statements of equity.

Number Description

3.1 Amended and Restated By-Laws of the Registrant, effective as of October 19, 2022 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 24, 2022).

4.1 The Registrant agrees to furnish to the SEC upon request copies of any instruments defining the rights of holders of long-term debt of the Registrant and its consolidated subsidiaries that does not exceed 10 percent of the total assets of the Registrant and its consolidated subsidiaries.

4.2 Sixth Supplemental Indenture, dated as of September 15, 2022, by and among Mondelez International Holdings Netherlands B.V., as issuer, Mondelēz International, Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.2 t o the Registrant’s Current Report on Form 8-K filed with the SEC on September 16, 2022 ) .

10.1 Term Credit Agreement, dated July 11, 2022, by and among Mondelēz International, Inc., the lenders named therein and Mizuho Bank, Ltd., as Administrative Agent ( incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 12, 2022 ) .

10.1 364-Day Revolving Credit Agreement, dated February 22, 2023, by and among Mondelēz International, Inc., the lenders named therein and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 22, 2023) .

10.2 2023 Form of Amended and Restated 2005 Performance Incentive Plan Non-Qualified Global Stock Options Agreement .+

10.3 2023 Form of Amended and Restated 2005 Performance Incentive Plan Global Long-Term Incentive Grant Agreement.

10.4 2023 Form of Amended and Restated 2005 Performance Incentive Plan Global Deferred Stock Unit Agreement.

31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.

2 unchanged sentences

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101 The following materials from Mondelēz International’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 are formatted in iXBRL (Inline eXtensible Business Reporting Language):

101 The following materials from Mondelēz International’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 are formatted in iXBRL (Inline eXtensible Business Reporting Language):

(i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Earnings, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Equity, (v) the Condensed Consolidated Statements of Cash Flows and (vi) Notes to Condensed Consolidated Financial Statements.

104 The cover page from Mondelēz International’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, formatted in Inline XBRL (included as Exhibit 101).

104 The cover page from Mondelēz International’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, formatted in Inline XBRL (included as Exhibit 101).

'+ Indicates a management contract or compensatory plan or arrangement.

6 unchanged sentences

(Duly Authorized Officer)

November 1, 2022

April 27, 2023

Certifications

I, Dirk Van de Put, certify that:

I have reviewed this quarterly report on Form 10-Q of Mondelēz International, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

April 27, 2023

/s/ DIRK VAN DE PUT

Dirk Van de Put

Chairman and Chief Executive Officer

Certifications

I, Luca Zaramella, certify that:

I have reviewed this quarterly report on Form 10-Q of Mondelēz International, Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

April 27, 2023

/s/ LUCA ZARAMELLA

Luca Zaramella

Executive Vice President and

Chief Financial Officer

CERTIFICATIONS OF

CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Dirk Van de Put, Chairman and Chief Executive Officer of Mondelēz International, Inc.

(“Mondelēz International”), certify, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that Mondelēz International’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the "Report"), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, Mondelēz International’s financial condition and results of operations.

/s/ DIRK VAN DE PUT

Dirk Van de Put

Chairman and Chief Executive Officer

April 27, 2023

I, Luca Zaramella, Executive Vice President and Chief Financial Officer of Mondelēz International, Inc.

(“Mondelēz International”), certify, pursuant to 18 U.S.C.

/s/ LUCA ZARAMELLA

Luca Zaramella

Executive Vice President and

Chief Financial Officer

April 27, 2023

A signed original of these written statements required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Mondelēz International, Inc.

and will be retained by Mondelēz International, Inc.

and furnished to the Securities and Exchange Commission or its staff upon request.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities