Item 1.02. Termination of a Material Definitive Agreement

Following the issuance of notes on September 22, 2020 (as described below under "Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant") by Mondelez International Holdings Netherlands B.V. ("MIHNBV"), a wholly-owned Dutch subsidiary of Mondel?z International, Inc. (the "Company"), on September 24, 2020, upon full prepayment of the $750 million in principal amount outstanding, MIHNBV terminated its $1.5 billion Term Loan Agreement, dated as of October 14, 2016, among MIHNBV, as borrower, the Company, as guarantor, the lenders named therein and JPMorgan Chase Bank, N.A., as administrative agent, subject to survival of any provisions which by their terms survive termination.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant

On September 22, 2020, MIHNBV, a wholly-owned Dutch subsidiary of the Company, issued €500 million aggregate principal amount of its 0.000% Notes due 2026 (the "2026 Notes") and €750 million aggregate principal amount of its 0.375% Notes due 2029 (the "2029 Notes" and together with the 2026 Notes, the "Notes") in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The Notes were issued pursuant to an Indenture, dated as of October 28, 2016 (the "Indenture"), by and between MIHNBV, as issuer, the Company, as guarantor, and Deutsche Bank Trust Company Americas, as trustee, as supplemented and modified in respect of the Notes by a third supplemental indenture, dated as of September 22, 2020 (the "Supplemental Indenture").

The Notes will be fully and unconditionally guaranteed by the Company, on a senior unsecured basis. The Notes are not registered under the Securities Act, do not bear registration rights and are subject to restrictions on transferability and resale.

MIHNBV will pay interest on the 2026 Notes and 2029 Notes annually in arrears on September 22 of each year, beginning on September 22, 2021. The 2026 Notes will mature on September 22, 2026 and the 2029 Notes will mature on September 22, 2029.

The Indenture contains customary agreements and covenants consistent with those contained in the Company's outstanding senior unsecured notes. These covenants limit MIHNBV's and the Company's ability, subject to certain exceptions, to (i) incur debt secured by liens above a certain threshold, (ii) engage in certain sale and leaseback transactions above a certain threshold and (iii) consolidate, merge, convey or transfer its assets substantially as an entirety. If the Company experiences both a change of control event and a rating downgrade of the applicable series of Notes below an investment grade rating by each of Moody's Investors Service, Inc. and Standard & Poor's Ratings Services within a specified period, MIHNBV will be required to make an offer to purchase the Notes of that series at a price equal to 101% of their aggregate principal amount, plus accrued and unpaid interest to the date of repurchase.

Prior to June 22, 2026, MIHNBV may redeem the 2026 Notes in whole or in part, at its option, at the redemption price described in the offering memorandum, plus accrued and unpaid interest to, but not including, the date of redemption. On or after June 22, 2026, MIHNBV may redeem the 2026 Notes in whole or in part, at its option, at a redemption price equal to 100% of their principal amount, plus accrued and unpaid interest to, but not including, the date of redemption. Prior to June 22, 2029, MIHNBV may redeem the 2029 Notes in whole or in part, at its option, at the redemption price described in the offering memorandum, plus accrued and unpaid interest to, but not including, the date of redemption. On or after June 22, 2029, MIHNBV may redeem the 2029 Notes in whole or in part, at its option, at a redemption price equal to 100% of their principal amount, plus accrued and unpaid interest to, but not including, the date of redemption.

The Indenture and the Supplemental Indenture are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and the description of the material terms of the Indenture (as supplemented and modified by the Supplemental Indenture) is qualified in its entirety by reference to such exhibits, which are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

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





Exhibit
  No.                                    Description

  4.1        Indenture, dated as of October 28, 2016, by and among Mondelez
           International Holdings Netherlands B.V., as issuer, Mondel?z
           International, Inc., as guarantor, and Deutsche Bank Trust Company
           Americas, as trustee (incorporated by reference to Exhibit 4.1 the
           Mondel?z International, Inc.'s Current Report on Form 8-K filed with
           the SEC on October 28, 2016).




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  4.2       Third Supplemental Indenture, dated as of September 22, 2020, by and
          among Mondelez International Holdings Netherlands B.V., as issuer,
          Mondel?z International, Inc., as guarantor, and Deutsche Bank Trust
          Company Americas, as trustee.

  4.3       Specimen of 0.000% Notes due 2026 (included in Exhibit 4.2 hereto).

  4.4       Specimen of 0.375% Notes due 2029 (included in Exhibit 4.2 hereto).

  104     The cover page from Mondel?z International, Inc.'s Current Report on
          Form 8-K, formatted in Inline XBRL (included as Exhibit 101).




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