Unleashing Our Potential

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

• Kellanova, a global snacking powerhouse with a leading presence in international cereal and noodles, plant-based foods, and North America frozen breakfast, consisting of approximately 82% of the company’s portfolio;
• WK Kellogg Co, a leading food company in the U.S., Canada, and Caribbean with a portfolio of iconic, category-leading brands.

As independent companies, both 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.

• No. WK Kellogg Co will remain headquartered in Battle Creek, Michigan. Kellanova 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 Kellanova’s headquarters to enhance global connectivity. 
• The spin will not result in any office moves or closures, and no employees will be asked to relocate as a result of the changes.

• 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 WK Kellogg Co as an independent, publicly traded company.
• Immediately after the spin completion, shareowners of Kellogg Company stock will own shares of both publicly traded companies.
• WK Kellogg Co will be wholly separate and independent post-spin, and therefore no company will have any operational or management control or influence over the other.
• 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-off is currently targeted to be completed by 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.
• 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 separations 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.

• 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 North American cereal business, so it may pursue its differentiated strategic priorities.
• As independent companies, both 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.