FAQs

Find answers here to frequently asked questions on the transformation.

General FAQs

  • What is the strategic rationale for creating three independent companies?

    The spin-offs will better position each business to unlock its full potential by creating:

    • Global Snacking Co., a leading company in global snacking, international cereal and noodles, and North America frozen breakfast, consisting of approximately 80% of the company’s portfolio;
    • North America Cereal Co., a leading cereal company in the U.S., Canada, and Caribbean with a portfolio of iconic, category-leading brands; and
    • Plant Co., a leading, profitable, pure-play, plant-based foods company, anchored by the MorningStar Farms brand.

    As independent companies, all three businesses will be better positioned to:

    • Focus on their distinct strategic priorities, with financial targets that best fit their own markets and opportunities;
    • Execute with increased agility and operational flexibility, enabling more focused allocation of capital and resources in a manner consistent with those strategic priorities;
    • Realize improved outlooks for profitable growth; and
    • Shape distinctive corporate cultures and rewarding career paths for employees of each company, building on the K values and the incredible corporate culture that exists at Kellogg Company today.
  • Is Kellogg leaving Battle Creek? Where will the three businesses be located?
    • No. North America Cereal Co. and Plant Co. will both remain headquartered in Battle Creek, Michigan. Global Snacking Co. will maintain dual campuses in Battle Creek, Michigan and Chicago, Illinois, with its corporate headquarters located in Chicago.
    • We are leveraging our existing presence in Chicago and electing to make it Global Snacking Co.’s headquarters to enhance global connectivity. 
    • The transactions will not result in any office moves or closures, and no employees will be asked to relocate as a result of the changes.
  • How do spin-offs work? What other companies have done similar transactions?
    • Spin-offs involve a separation of a company's businesses through the creation of one or more independent, publicly traded companies.
    • In our case, that means we’re setting up North America Cereal Co. and Plant Co. as independent, publicly traded companies.
    • Immediately after the spin completions, shareowners of Kellogg Company stock will own shares of each of the three publicly traded companies.
    • Each company will be wholly separate and independent post-spins, and therefore no company will have any operational or management control or influence over another.
    • To ensure smooth separation execution, we expect there will be some ongoing arms-length arrangements between the companies, such as a transition services agreement (TSAs), supply agreements, and agreements to share certain intellectual property, such as brand names.
    • The spin-offs are currently targeted to be completed toward the end of 2023 to allow ample time for the technical mechanics of the spin as well as planning and structuring of the distinct entities.
      • Capital structures and dividends for each company will be determined before that time, as will management teams, board composition, and naming and branding.
    • The next steps of the process include preparing historical audited financial statements of the separate companies, determining how the businesses will be split, and designing how the new companies will operate.
    • Companies typically pursue a spin-off if they believe the businesses will benefit from operating separately versus as a single entity – whether that be to pursue unique growth strategies, investments or opportunities, or to unlock value. In the last two years, there have been approximately 100 spin-offs. Examples of recent transactions include Kraft Foods Inc.’s spin-off to form Kraft Foods Group, its North American Grocery business, and Mondelez, its global snack and confection business, and J&J’s spin-off of its consumer health division to focus on pharmaceuticals and medical devices.
  • Why are the spin-offs “tax free”? What does this mean?
    • A spin-off is considered to be tax-free so long as it satisfies certain requirements under the tax code.
    • We expect the Company to satisfy such requirements and, therefore, generally that the Company and Company shareowners will not be required to pay income taxes as a result of the spin-offs.
    • This is, in part, because no cash proceeds are realized. Instead, shareowners receive shares in a spun-off entity, in this case two entities, on a pro-rata basis to their holdings in the parent company – Kellogg Company.
  • What does it mean that Plant Co. is exploring other strategic alternatives in addition to a spin-off?
    • The Company intends to separate Plant Co. as an independent business through a tax-free spin-off, while also exploring other strategic alternatives, including a possible sale of the business.
    • An exploration of strategic alternatives is a process a company uses to explore the ways in which it can generate the most value from its portfolio.
    • In our case, this evaluation is focused on how we can make sure Plant Co. is on the best possible path for growth and value creation and can fulfill its potential.
    • Kellogg’s leading plant-based business has enjoyed an impressive history in its category and has several avenues for continued growth and expansion.
    • The business has a proven winner with the MorningStar Farms brand, which Kellogg has grown since its acquisition 20 years ago to have the highest share and household penetration in the frozen vegetarian / vegan category.
  • When will we know for sure if Plant Co. will be spun or sold?
    • The Company intends to separate Plant Co. as an independent business through a tax-free spin-off, while also exploring other strategic alternatives, including a possible sale.
    • We don’t have exact timing, but we will let you know when we have updates to share.
    • The transactions are currently targeted to be completed sequentially toward the end of 2023.
  • Have you received any bids for Plant Co.?

    We’ll provide updates with respect to each of the transactions as and when appropriate.

  • Why has Kellogg made this decision now?
    • Over the years, Kellogg has transformed its portfolio to enhance performance and increase long-term shareowner value. This announcement is the next step in that transformation.
    • The Board of Directors and management have continually explored opportunities to capitalize on consumer and market trends to transform Kellogg’s portfolio and increase long-term shareowner value. Strategic actions to achieve this have included:
      • The acquisitions of Pringles (2012), Parati (2016), and RXBAR (2017), building Kellogg’s presence in the growing global snacking category;
      • The joint venture with Tolaram (2015), and Egypt expansion (2015), creating a significant African footprint and advancing the company’s emerging market presence which now represents 25% of net sales;
      • The exit from Direct Store Delivery (DSD) (2017) to reinvest in its snack brands; and
      • The divestiture of the Keebler business (2019) to focus the portfolio.
    • The successful execution of these actions has expanded Kellogg’s portfolio, resulting in a scaled global snacking business and significant emerging markets presence, complemented by strong and profitable breakfast and plant-based foods businesses.
    • The outcome of these strategic actions has been improved growth, with momentum sustained into 2022.
    • After several years of transformation and improving results, the Company believes it is the right time to separate the businesses, so they may pursue their differentiated strategic priorities.
    • As independent companies, all three businesses will be better positioned to:
      • Focus on their distinct strategic priorities, with financial targets that best fit their own markets and opportunities;
      • Execute with increased agility and operational flexibility, enabling more focused allocation of capital and resources in a manner consistent with those strategic priorities;
      • Realize improved outlooks for profitable growth; and
      • Shape distinctive corporate cultures and rewarding career paths for employees of each company, building on the K values and the incredible corporate culture that exists at Kellogg Company today.
    • Shareowners will now be able to value each company based on its distinct operational and financial characteristics and invest accordingly.
  • What will be the go-forward strategy of Global Snacking Co., North America Cereal Co., and Plant Co.?
    • The future management teams of each independent company will determine their respective go-forward strategies.
    • This is just the beginning of a long process. Over the next 18 months, we will provide progress updates as and when appropriate, including management teams and go-forward strategies for each company.
  • When will CEOs and new leadership teams be announced?
    • We intend to announce the CEOs of North America Cereal Co. and Plant Co. in Q1 2023.
    • The intent is to announce leadership teams of the three entities soon thereafter.
  • What brands and geographies will each company comprise?

    Global Snacking Co.:

    • Global Snacking Co. will be a leading company in global snacking, international cereal and noodles, and North America frozen breakfast.
    • The Global Snacking Co. portfolio will comprise iconic, world-class brands, including Pringles, Cheez-It, Pop-Tarts, Kellogg’s Rice Krispies Treats, Nutri-Grain, RXBAR, and Eggo.
    • Kellogg Company’s three international regions – Europe, Latin America, and AMEA – will remain almost entirely intact within Global Snacking Co.
    • This means that Global Snacking Co. will also steward a suite of beloved international cereal brands, including Kellogg’s, Frosties / Zucaritas, Special K, Tresor / Krave, Coco-Pops, and Crunchy Nut.
    • Geographically, North America will represent just under half of net sales, emerging markets about 30% of net sales, and developed international markets more than 20% of net sales.

    North America Cereal Co.:

    • North America Cereal Co. will be a leading cereal company in the U.S., Canada, and Caribbean with a portfolio of iconic, category-leading brands.
    • The North America Cereal Co. portfolio will include iconic, world-class brands including Kellogg’s, Frosted Flakes, Froot Loops, Mini-Wheats, Special K, Raisin Bran, Rice Krispies, Corn Flakes, Kashi, and Bear Naked.

    Plant Co.:

    • Anchored by the market-leading MorningStar Farms brand, Plant Co. will be a leading, profitable, pure-play, plant-based foods company.
    • The business is currently focused on the U.S., Canada, and Caribbean.
  • What manufacturing plants will be part of each company?
    • North America Cereal Co.’s manufacturing locations will include the US RTEC plants (Lancaster, PA; Battle Creek, MI; Omaha, NE; Memphis, TN) as well as the Mexicali, Mexico and Belleville, Canada plants.
    • The Zanesville, OH plant will be Plant Co.’s manufacturing facility.
    • The remainder of the North American and global manufacturing plants will all be part of Global Snacking Co.
  • Will any of Kellogg’s products be changing as a result of this announcement?

    We do not foresee any changes to our brands or products as a result of the proposed transactions.

  • Why not consider a sale for either North America Cereal Co. or Plant Co. instead of a spin? Are you pursuing spins because you failed to attract a buyer?
    • Kellogg’s Board of Directors is continually focused on enhancing long-term shareowner value. While we remain fully focused on executing the proposed spin-offs, other alternatives can be entertained at any time.
    • The spins allow us to establish these companies in a manner to best pursue their growth options through a focused strategy and leadership team. The spins also allow us to do that in a tax-efficient manner.
  • Could the businesses still be acquired?
    • Kellogg Company’s Board of Directors is continually focused on enhancing long-term shareowner value.
    • While we remain fully focused on executing the proposed spin-offs, other alternatives can be entertained at any time.
  • How will this announcement impact the day-to-day Kellogg Company business activities in the meantime? Will certain projects or investments be delayed as a result of this announcement?
    • Kellogg Company will continue to operate as it currently does until the spins are completed approximately 18 months from now.
    • Our primary focus throughout this process is minimizing any disruption to our day-to-day business and maintaining business momentum.
    • For now, we will continue to operate with a business-as-usual mindset.
    • We will communicate any material changes with you as and when appropriate, and you can see any updates on our microsite, unleashingourpotential.com.
  • Post-spins, will Global Snacking Co., North America Cereal Co., or Plant Co. seek to acquire businesses? If so, what targets are you looking at?
    • It is much too early to talk about potential future M&A in any detail.
    • Our focus right now is on successfully executing the spin-offs.
    • As standalone companies, Global Snacking Co., North America Cereal Co., and Plant Co. will have greater operational flexibility and more targeted acquisition currency to pursue their own distinct priorities and investments, including potential acquisitions that might create shareowner value.
  • Why isn’t international cereal part of North America Cereal Co.? Was that considered? Will North America Cereal Co. get in the way of Global Snacking Co.’s ability to run the international cereal business or vice versa?
    • The transaction allows Kellogg Company’s three international regions to remain almost entirely intact within Global Snacking Co.
    • Today, our North American and international regions’ cereal businesses largely operate independently, with limited overlap on global brand management and innovation.
    • We believe that the scale and operating benefit of keeping our international businesses together outweigh the advantage of keeping the global cereal business together.
    • This split allows North America Cereal Co. to focus on ready-to-eat cereal in the U.S., Canada, and Caribbean while Global Snacking Co. can maintain and grow its scale across global snacking and international cereal and noodles, and North America frozen breakfast.
    • We conducted an extremely rigorous process of discussions and planning and have spent considerable time assessing these transactions. As a result, we are confident that this is the best path forward so that each business can pursue their differentiated opportunities and strategic priorities.
  • What is the impact of the spins on the Canada business?
    • Similar to the U.S. business, the Canadian business will be split by category – snacks / Eggo with Global Snacking Co. and cereal with North America Cereal Co.
    • Both businesses will have separate management teams and be well-positioned for success.
    • The remaining MorningStar Farms business will transition with Plant Co. post-spins.
  • What is the impact of the spins on the Mexico business?

    The Mexico business will remain part of the Latin America business region as part of Global Snacking Co. with one exception - the Mexicali plant, which produces 100% of its cereal production volume today for the U.S., will become part of North America Cereal Co.

  • What is the impact of the spins on the Caribbean business?

    The Caribbean business will be split by category – snacks with Global Snacking Co. and cereal with North America Cereal Co.

  • What is the rationale for breaking up Canada and the Caribbean when we did not do the same in other countries?
    • Today, our Canadian and Caribbean supply chain is integrated such that both businesses are supplied by the North American cereal network.
    • The separation of the Canadian and Caribbean businesses is necessary to allow North America Cereal Co. to operate independently, with a separate North American supply chain from Global Snacking Co., and to make its own focused investments in supply chain and other capabilities needed to unlock its full potential.
  • Given the strong secular tailwinds for Plant Co.’s products, why are you pursuing a spin-off instead of keeping the business as part of Global Snacking Co.?
    • As a pure-play, plant-based foods company, Plant Co. has a significant opportunity to invest in further growth by capitalizing on the strong secular category tailwinds and building awareness and penetration in North America as well as expanding internationally.
    • While the Company intends to separate Plant Co. as an independent business through a spin-off, it’s also exploring other strategic alternatives, with a focus on how we can make sure our plant-based business is on the best possible path for growth and value creation and can fulfill its huge potential.
    • Plant Co. is in the position of being a leader in a quickly developing category. We believe it will be best positioned to keep up with the development of the market by operating with a singular focus on the category and making greater investments to pursue growth. This could result in making trade-offs in business model / financial performance that are difficult to make as part of Kellogg.
  • Why is the world’s leading cereal company getting out of or seeming to “deprioritize” cereal? Is the move to spin off North America Cereal Co. in response to the recent performance and/or labor issues? Is this an attempt to separate an underperformin
    • Cereal has been and continues to be a priority for the Company.
    • These transactions will allow North America Cereal Co. to prioritize actions that will transform the business in order to be even more competitive and responsive to retailers.
    • In particular, North America Cereal Co. will be a North American cereal leader with a strong financial profile.
    • The Board of Directors and management team conducted an extremely rigorous process and have spent considerable time assessing these transactions. As a result, we are confident that this is the best path forward.
    • We are making this decision based on what we believe is in the best long-term interest for the North American cereal business as well as the rest of the portfolio.
  • Will the three companies be competing with one another post-spins, and if so, to what extent?
    • They will not be competing as there will be a non-compete with category exclusions which will last two years post-spins.
    • Post-spins, each company will be better positioned to unlock its full standalone potential, with dedicated management teams and the ability to focus on distinct strategic and investment priorities.
  • Could Global Snacking Co. decide to sell cereal in the U.S., Canada, and Caribbean or vice versa?

    We would expect to have short term, geographically limited, non-compete agreements after the spins occur.

  • What are the downsides / risks of the transactions?
    • The Company conducted a rigorous process and has spent considerable time assessing these transactions. As a result, we are confident that this is the best path forward.
    • As this is a complex transaction, our primary focus is minimizing disruption and, importantly, maintaining business momentum.
  • How will the region headquarter offices for Latin America, Europe, and AMEA be impacted by the spins? Will their HQ office locations change?

    With the exception of the impact of splitting the Caribbean business and some limited supply changes, there will be no impact to the international regions or their respective headquarters offices.

  • Will any offices (Naperville, Grand Rapids, etc.) move or close?

    The transactions will not result in any office moves or closures, and our intent is for our current real estate footprint to remain the same.

  • When are the North America Cereal Co. and Plant Co. spins expected to be completed? Why will it take so long?
    • To allow an orderly process for structuring the three entities, the spin-offs are currently targeted to be completed sequentially, toward the end of 2023.
    • Consistent with similar transactions, this timing is determined by the need to complete the audited, carved-out financials for each of the distinct entities (estimated to be ready in mid-2023), factoring in time for the SEC to review / respond regarding our Form 10 filing, time needed to obtain tax rulings and tax opinions and time for investor marketing / roadshows.
    • The Company expects to provide further updates throughout the process, as appropriate.
  • At what point in time does Kellogg stop making decisions for North America Cereal Co. and Plant Co.? Can Kellogg make decisions for North America Cereal Co. and Plant Co. pre-spins that create obligations or confer benefits on North America Cereal Co
    • The transactions are currently targeted to be completed sequentially toward the end of 2023.
    • Each company will determine naming and branding and establish brand recognition prior to spin-off completions. Kellogg will continue making decisions for the entirety of its business – including North America Cereal Co. and Plant Co., up until the execution of the North America Cereal Co. and Plant Co. spins. Thereafter, Global Snacking Co., North America Cereal Co., and Plant Co. will be separate, independent companies, without authority to make decisions for another company.
  • What will the three new companies be called?

    We will identify and announce company names and visual identities for the new entities as part of the separation process before each spin’s completion toward the end of 2023.

  • Will any of the three be called Kellogg Company? What happens to the Kellogg name?

    We will identify and announce company names and visual identities for the new entities as part of the separation process before each spin’s completion.

  • Will the trademarks be shared across more than one of the new businesses? If so, how will that work?
    • Use of trademarks among the companies will be royalty free when possible.
    • For each trademark, there will be an owner and a licensee. This is not unusual in the marketplace.
    • All entities will be able to use these trademarks effectively.
    • A number of our trademarks will be shared across Global Snacking Co. and North America Cereal Co., including Kellogg’s.
    • North America Cereal Co. will have the exclusive right to use these trademarks on cereal in the U.S., Canada, and Caribbean.
    • North America Cereal Co. will own Kashi and Bear Naked brands and will license them to Global Snacking Co. for use only in the snacks category.
    • Plant Co. will have the rights to Kashi in its field, but we do not expect Plant Co. to have other shared trademarks.
    • Global Snacking Co. will have the exclusive right to use the trademarks in other categories and outside of those territories.
  • Who will lead the three new companies?
    • Leaders of North America Cereal Co. and Plant Co. have not yet been named and, as you would expect, a rigorous process is underway to identify and name leaders of both.
    • Steve Cahillane, current Chairman and CEO of Kellogg Company, will retain his role within Global Snacking Co.

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