Rating Action: Moody's assigns A3 rating to Mondelez International Holdings Senior Unsecured notes; outlook stableGlobal Credit Research – 06 Sep 2022New York, September 06, 2022 — Moody's Investors Service ("Moody's") today assigned an A3 rating to Mondelez International Holdings Netherlands BV's ("MIHN") $500 million guaranteed senior unsecured global notes. The stable rating outlook is not affected. Proceeds will be used to refinance upcoming maturities, a credit positive because it extends maturities without affecting leverage. Other ratings of the company and its parent, Mondelez International, Inc. ("Mondelez") (senior unsecured at Baa1/P-2) are unaffected.Ratings Assigned:..Issuer: Mondelez International Hldgs Netherlands BV….Gtd Senior Unsecured Global Notes, Assigned A3RATINGS RATIONALEMondelez's Baa1 senior unsecured rating is supported by its large scale and leading global market position in the attractive global snacks category, which will continue to grow faster than the broader global packaged food sector. The company's portfolio of leading global and regional brands generates strong earnings and free cash flow through a range of economic cycles. This allows for continued reinvestment in product development, efficiency initiatives and further expansion opportunities in developing markets that creates attractive earnings growth potential. These credit positives are balanced against corporate governance risks related to a financial policy that includes a sizable and growing dividend and history of using free cash flow in its entirety to repurchase shares as well as to help fund an aggressive acquisition strategy. Mondelez's higher leverage than comparably rated peers is supported by its strong business profile and the incremental value and liquidity flexibility provided by its meaningful equity positions in JDE Peet's and Keurig Dr Pepper with a combined market value of roughly $6 billion.The A3 ratings on about $6 billion USD equivalent of senior unsecured notes issued by wholly-owned Mondelez International Holdings Netherlands BV (MIHN) are one notch higher than the Mondelez unsecured debt instrument ratings based on their relative structural advantages. These advantages include the closer proximity of the debt instruments to Mondelez's international operating subsidiaries that generated approximately 73% of total sales in 2021 and a majority of the operating income by Moody's estimates. This is in comparison to a less than 29% proportion of reported enterprise debt that is located at MIHN. In addition, these debt instruments benefit from a downstream guarantee from Mondelez that in effect provides additional support from the 27% of total company sales generated outside of MIHN. However, MIHN does not provide an upstream guarantee of Mondelez's debt instruments. These relative advantages could increase over time as the aggregate amount of MIHN debt instruments will amortize through debt maturities. However, Moody's anticipates that MIHN will continue to issue debt to hedge currency exposure from the global operations that will increase over time with growth. A continued increase in the proportion of MIHN debt relative to Mondelez debt would diminish the relative structural advantages and could reduce MIHN's debt rating.Mondelez will maintain excellent liquidity over the next 12 to 18 months. Moody's believes that internally generated cash is sufficient to meet the company's operating needs. These include capital expenditures of $1.2 billion, and dividend payments of $2 billion. Moody's expects free cash flow to exceed $1.4 billion in each of fiscal years 2022 and 2023. Cash balances totaled $1.93 billion as of June 30th, 2022.As of June 30th, the company had no borrowings under its $4.5 billion committed revolving bank credit facility expiring on February 27, 2027, or its $2.5 billion 364-day committed senior unsecured revolving credit facility that expires on February 23, 2023. This latter facility has a one-year term out option at the borrower's option. Moody's believes that the company will continue to renew the facility before expiration. These facilities backstop the company's $6.0 billion in commercial paper programs, which had about $535 million outstanding as of June 30th, 2022.The $4.5 billion credit facility includes a static minimum shareholder's' equity covenant of $25 billion compared to approximately $38.1 billion under the covenant calculation as of June 2022. Notably, the company was carrying just over $40 billion of goodwill and intangible assets on its balance sheet. While not anticipated, a very material write-down of these assets could weaken liquidity given the equity covenant. The 364-day credit facilities' covenants are substantially the same as those of the $4.5 billion facility.FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGThe stable outlook reflects Moody's view that Mondelez will successfully integrate Clif and achieve expected cost synergies, and that the company will take actions necessary to reduce debt to EBITDA leverage to below 4x by the end of 2023.Ratings could be upgraded if Mondelez maintains its leading market shares in global snacks, if the company's retained cash flow/net debt is sustained above 18%, and Debt/EBITDA is sustained below 3.5x.Mondelez's ratings could be downgraded if the market positions weaken, debt/EBITDA is sustained above 4.0x, or retained cash flow/net debt is sustained below 14%. Debt funded shareholder distributions or monetization of minority investments without a reduction in leverage could also result in a downgrade.ENVIRONMENTAL, SOCIAL AND GOVERNANCE RISKMondelez's ESG Credit Impact Score is neutral to low (CIS-2) with little impact from ESG on the ratings. The company's exposure to environmental and social risks are considered moderately negative because of risks around sourcing natural capital for its food products, waste and pollution associated with the use of packaging materials, and the need to maintain good customer relations and health and safety standards for its workforce. Governance considerations are neutral to low and temper the environmental and social risks given the company's moderate financial policies and consistent strategy.Mondelez has moderately negative environmental risk exposure (E-3). The company has neutral to low exposure to physical climate risk, carbon transition and water management. The company has moderately negative exposure to some other environmental risks. Waste and pollution is moderately negative reflecting the waste created from consumer food packaging materials that often are not or cannot be recycled. The moderately negative exposure to natural capital reflects the risks around the environmentally sustainable procurement of some raw materials utilized in the production of the company's food portfolio. Key inputs include cocoa, dairy, wheat, palm and other vegetable oils, sugar and other sweeteners, flavoring agents and nuts, as well as packaging materials and energy. Mondelez's scale, solid market positions and pricing power helps to mitigate the risk of increased procurement costs stemming from environmental factors that affect the cost and availability of these inputs, and the potential for more stringent regulations (e.g., plastic taxes). Mondelez's exposure to physical climate risks is minimized by a large and global property footprint consisting of 133 manufacturing and processing facilities in 45 countries, and 111 distribution facilities globally.Similar to other companies in the packaged food sector, Mondelez has moderately negative (S-3) exposure to social risks related to responsible production, health and safety standards and customer relations. Responsible production risks for Mondelez reflect the reliance on cost-effectively sourcing a number of raw materials, including cocoa and palm oil. In addition, the company has moderately negative exposure to health and safety and customer relations, like other food companies that produce ingestible products and face risks related to product labeling, marketing, product recalls, and contamination. Mondelez's portfolio of products including Oreo, Nabisco, Cadbury, Milka, Trident, and other brands also exposes the company to brand perception risk related to these issues. Mondelez has neutral to low exposure to demographic and societal trends reflecting its ability to adapt its offering to changes in end-consumer preferences. Human capital has neutral to low risk given the company's readily available workforce. Mondelez's strong product diversification, and its commitment towards fully sustainable and certified products mitigate the risks.Mondelez's governance risk is neutral to low (G-2) with a somewhat aggressive financial strategy, as evidenced by its aggressive share repurchase policy, significant M&A activity, a sizable and growing dividend, and high financial leverage for its rating category. These factors are offset by the strong business profile, operating cash flow that provides good reinvestment flexibility and debt service coverage, and the incremental investment and liquidity flexibility provided by its meaningful minority equity positions in JDE Peet's and Keurig Dr Pepper. The company also has a moderately negative organization structure, with debt at its European subsidiary Mondelez International Holdings Netherlands BV (MIHN) closer to international cash flows that represent the majority of the company's profits than parent company debt.Headquartered in Chicago, Illinois, Mondelez is the fifth-largest global food company in the world (behind Nestlé, PepsiCo, Mars and Danone). With over $28 billion in annual sales, Mondelez remains the world's largest player in global snacks, a $100 billion sales category at retail that is growing faster than the broader global packaged food sector. The company's snack categories (biscuits, chocolate, gum and candy) represent approximately 89% of the total net sales. Within snacks, the company owns five global brands that generate over $1 billion in sales each: Oreo, Nabisco, Cadbury, Milka and Trident. Mondelez is publicly traded on the NASDAQ under the ticker "MDLZ".The principal methodology used in this rating was Consumer Packaged Goods published in June 2022 and available at https://ratings.moodys.com/api/rmc-documents/389866. Alternatively, please see the Rating Methodologies page on https://ratings.moodys.com for a copy of this methodology.REGULATORY DISCLOSURESFor further specification of Moody's key rating assumptions and sensitivity analysis, see the sections Methodology Assumptions and Sensitivity to Assumptions in the disclosure form. Moody's Rating Symbols and Definitions can be found on https://ratings.moodys.com/rating-definitions.For ratings issued on a program, series, category/class of debt or security this announcement provides certain regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series, category/class of debt, security or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides certain regulatory disclosures in relation to the credit rating action on the support provider and in relation to each particular credit rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides certain regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the issuer/deal page for the respective issuer on https://ratings.moodys.com.For any affected securities or rated entities receiving direct credit support from the primary entity(ies) of this credit rating action, and whose ratings may change as a result of this credit rating action, the associated regulatory disclosures will be those of the guarantor entity. 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Please refer to Moody's Policy for Designating and Assigning Unsolicited Credit Ratings available on its website https://ratings.moodys.com.Regulatory disclosures contained in this press release apply to the credit rating and, if applicable, the related rating outlook or rating review.Moody's general principles for assessing environmental, social and governance (ESG) risks in our credit analysis can be found at https://ratings.moodys.com/documents/PBC_1288235.The Global Scale Credit Rating on this Credit Rating Announcement was issued by one of Moody's affiliates outside the EU and is endorsed by Moody's Deutschland GmbH, An der Welle 5, Frankfurt am Main 60322, Germany, in accordance with Art.4 paragraph 3 of the Regulation (EC) No 1060/2009 on Credit Rating Agencies. Further information on the EU endorsement status and on the Moody's office that issued the credit rating is available on https://ratings.moodys.com.The Global Scale Credit Rating on this Credit Rating Announcement was issued by one of Moody's affiliates outside the UK and is endorsed by Moody's Investors Service Limited, One Canada Square, Canary Wharf, London E14 5FA under the law applicable to credit rating agencies in the UK. Further information on the UK endorsement status and on the Moody's office that issued the credit rating is available on https://ratings.moodys.com.Please see https://ratings.moodys.com for any updates on changes to the lead rating analyst and to the Moody's legal entity that has issued the rating.Please see the issuer/deal page on https://ratings.moodys.com for additional regulatory disclosures for each credit rating. Linda Montag Senior Vice President Corporate Finance Group Moody's Investors Service, Inc. 250 Greenwich Street New York, NY 10007 U.S.A. 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