Mondelez International, Inc. | 2013 | FY | 3

Note 13. Capital Stock

Our amended and restated articles of incorporation authorize 5.0 billion shares of Class A common stock and 500 million shares of preferred stock. There were no preferred shares issued and outstanding at December 31, 2013, 2012 and 2011. Shares of Class A common stock issued, in treasury and outstanding were:

 

                                                        
                  Shares  
     Shares Issued      Treasury Shares     Outstanding  

Balance at January 1, 2011

      1,996,537,778         (248,471,229 )      1,748,066,549   
  

 

 

     

 

 

    

 

 

  

Exercise of stock options and issuance of
other stock awards

      –         19,830,140        19,830,140   
  

 

 

     

 

 

    

 

 

  

Balance at December 31, 2011

      1,996,537,778         (228,641,089 )      1,767,896,689   
  

 

 

     

 

 

    

 

 

  

Exercise of stock options and issuance of
other stock awards

      –         10,099,153        10,099,153   
  

 

 

     

 

 

    

 

 

  

Balance at December 31, 2012

      1,996,537,778         (218,541,936 )      1,777,995,842   
  

 

 

     

 

 

    

 

 

  

Shares repurchased

         (82,799,448 )      (82,799,448 ) 

Exercise of stock options and issuance of
other stock awards

      –         10,200,200        10,200,200   
  

 

 

     

 

 

    

 

 

  

Balance at December 31, 2013

      1,996,537,778         (291,141,184 )      1,705,396,594   
  

 

 

     

 

 

    

 

 

  

Stock plan awards to employees and non-employee directors are issued from treasury shares. At December 31, 2013, 91.3 million shares of Class A common stock held in treasury were reserved for stock options and other stock awards.

Stock Repurchase Program:

During 2013, our Board of Directors authorized the repurchase of $7.7 billion of our Common Stock. On March 12, 2013, our Board of Directors authorized the repurchase of up to the lesser of 40 million shares or $1.2 billion of our Common Stock through March 12, 2016. On August 6, 2013, our Audit Committee, with authorization from the Board of Directors, increased the repurchase program capacity to $6.0 billion of Common Stock repurchases and extended the expiration date to December 31, 2016. On December 3, 2013, our Board of Directors increased the repurchase program capacity by $1.7 billion to $7.7 billion.

Repurchases under the program are determined by management and are wholly discretionary. During 2013, we repurchased 82.8 million shares of Common Stock at an average cost of $33.09 per share, or an aggregate cost of $2.7 billion. The share repurchases include $1.5 billion of shares repurchased through an accelerated share repurchase (“ASR”) program initiated on December 3, 2013. On December 3, 2013, we paid $1.7 billion and received an initial delivery of 44.8 million shares of Common Stock valued at $1.5 billion. We increased treasury stock by $1.5 billion and the remaining $0.2 billion was recorded against additional paid in capital until the final share repurchases are settled by the end of the second quarter of 2014. The total aggregate number of shares to be repurchased through the ASR program will be determined based on the volume-weighted average price of our Common Stock during the purchase period less a fixed per share discount. All share repurchases in 2013 were funded through available cash, including cash from the resolution of the Starbucks arbitration, and commercial paper. The repurchased shares are held in treasury. As of December 31, 2013, we have $5.0 billion in remaining share repurchase capacity.

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