K 10-K Annual Report Dec. 28, 2024 | Alphaminr
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K 10-K Fiscal year ended Dec. 28, 2024

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Income Statement
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KELLOGG CO
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 		Fiscal year ended Dec. 28, 2024
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 		Quarter ended Sept. 28, 2024
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 		Fiscal year ended Jan. 2, 2010
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TABLE OF CONTENTS
Part IprintItem 1. BusinessprintItem 1A. Risk FactorsprintItem 1B. Unresolved Staff CommentsprintItem 1C. CybersecurityprintItem 2. PropertiesprintItem 3. Legal ProceedingsprintItem 4. Mine Safety DisclosureprintPart IIprintItem 5. Market For The Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesprintItem 6. Other InformationprintItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsprintItem 7A. Quantitative and Qualitative Disclosures About Market RiskprintItem 8. Financial Statements and Supplementary DataprintItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureprintItem 9A. Controls and ProceduresprintItem 9B. Other InformationprintItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsprintPart IIIprintItem 10. Directors, Executive Officers and Corporate GovernanceprintItem 11. Executive CompensationprintItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersprintItem 13. Certain Relationships and Related Transactions, and Director IndependenceprintItem 14. Principal Accountant Fees and ServicesprintPart IVprintItem 15. Exhibits, Financial Statement SchedulesprintItem 16. Form 10-k Summaryprint

Exhibits

2.01 Separation and Distribution Agreement, dated as of September 29, 2023, between Kellanova and WK Kellogg Co, incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K dated October 2, 2023, Commission file number 1-4171. IBRF 2.02 Agreement and Plan of Merger, dated as of August 13, 2024, by and among Kellanova, Acquiror 10VB8, LLC and Merger Sub 10VB8, LLC and, solely for the limited purpose specified therein, Mars, Incorporated, incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed August 14, 2024, Commission file number 1-4171.** IBRF 3.01 Restated Certificate of Incorporation of Kellanova, incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K dated October 2, 2023, Commission file number 1-4171. IBRF 3.02 Bylaws of Kellanova, as incorporated by reference to Exhibit 3.02 to our Annual Report on Form 10-K dated February 20, 2024, Commission file number 1-4171. IBRF 3.03 Certificate of Amendment to the Restated Certificate of Incorporation of Kellanova, incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed May 1, 2024, Commission file number 1-4171. IBRF 4.03 Indenture, dated as of May21, 2009, between Kellogg Company and The Bank of New York Mellon Trust Company, N.A., incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-3, Commission file number 333-209699. IBRF 4.04 Officers Certificate of Kellogg Company (with form of 1.250% Senior Notes due 2025), incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated March 9, 2015, Commission file number 1-4171. IBRF 4.05 Officers Certificate of Kellogg Company (with form of 3.250% Senior Notes due 2026 and 4.500% Senior Debentures due 2046), incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated March 7, 2016, Commission file number 1-4171. IBRF 4.06 Officers Certificate of Kellogg Company (with form of 3.400% Senior Notes due 2027), incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated November 13, 2017, Commission file number 1-4171. IBRF 4.07 Officers Certificate of Kellogg Company (with form of 3.250% Senior Notes due 2021 and form of 4.300% Senior Notes due 2028), incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K dated May 15, 2018, Commission file number 1-4171. IBRF 4.08 Officers Certificate of Kellogg Company (with form of 0.500% Senior Notes due 2029), incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K dated May 20, 2021, Commission file number 1-4171. IBRF 4.09 Description of Equity Securities E 4.10 Description of Debt Securities E 4.11 Officers Certificate of Kellogg Company (with form of 2.100% Senior Notes due 2030), incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K dated June 1, 2020, Commission file number 1-4171. IBRF 4.12 Officers' Certificate of Kellogg Company (with form of 5.250% Senior Notes due 2033), incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K filed March 1, 2023, Commission file number 1-4171. IBRF 4.13 Indenture, dated May 6, 2024, between Kellanova and U.S. Bank Trust Company, National Association, incorporated by reference to Exhibit 4.1 to the Companys Registration Statement, Commission on Form S-3 (File No. 333-279131), Commission file number 1-4171. IBRF 4.14 Officers Certificate of Kellanova (with form of 5.750% Senior Notes due 2054), incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K filed May 16, 2024, Commission file number 1-4171. IBRF 4.15 Officers Certificate of Kellanova (with form of 3.750% Senior Notes due 2034) (incorporated herein by reference to Exhibit 4.2 to Kellanovas Registration Statement on Form 8-A filed May 16, 2024). IBRF 10.02 Kellogg Company Key Employee Long Term Incentive Plan, incorporated by reference to Exhibit 10.07 to our Annual Report on Form 10-K for the fiscal year ended December 29, 2007, Commission file number 1-4171.* IBRF 10.04 Kellanova 2002 Employee Stock Purchase Plan, effective as of January 1, 2021, incorporated by reference to Exhibit 10.42 of our Annual Report on Form 10-K filed on February 20, 2024.* IBRF 10.05 Kellogg Company 1993 Employee Stock Ownership Plan, incorporated by reference to Exhibit10.23 to our Annual Report on Form 10-K for the fiscal year ended December 29, 2007, Commission file number 1-4171.* IBRF 10.06 Kellogg Company 2003 Long-Term Incentive Plan, as amended and restated as of December8, 2006, incorporated by reference to Exhibit 10 to our Annual Report on Form10-K for the fiscal year ended December 30, 2006, Commission file number 1-4171.* IBRF 10.09 Five-Year Credit Agreement dated as of December 21, 2021 with JPMorgan Chase Bank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., Barclays Bank PLC, BOFA Securities, INC., Citibank, N.A., Coperatieve Rabobank U.A., New York Branch, and Morgan Stanley MUFG Loan Partners, LLC, as Joint Lead Arrangers and Joint Bookrunners, Bank of America, N.A., Barclays Bank PLC, Citibank, N.A., Coperatieve Rabobank U.A., New York Branch, and Morgan Stanley MUFG Loan Partners, LLC as Co-Syndication agents and the lenders named therein, incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K dated December 23, 2021, Commission file number 1-4171. IBRF 10.10 Executive Survivor Income Plan, incorporated by reference to Exhibit 10.42 of our Annual Report in Form 10-K for our fiscal year ended December 31, 2005, Commission file number 1-4171.* IBRF 10.11 Form of Amendment to Form of Agreement between us and certain executives, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated December 18, 2008, Commission file number 1-4171.* IBRF 10.12 Kellogg Company 2009 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 to our Registration Statement on Form S-8 dated April 27, 2009, Commission file number 333-158824.* IBRF 10.13 Kellogg Company 2009 Non-Employee Director Stock Plan, incorporated by reference to Exhibit 10.1 to our Registration Statement on Form S-8 dated April 27, 2009, Commission file number 333-158826.* IBRF 10.14 Form of Option Terms and Conditions under 2009 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K dated February 25, 2011, Commission file number 1-4171.* IBRF 10.15 Kellogg Company 2013 Long-Term Incentive Plan, incorporated by reference to Exhibit10.1 to our Registration Statement on Form S-8, file number 333-188222.* IBRF 10.16 Kellogg Company Pringles Savings and Investment Plan, incorporated by reference to Exhibit 4.3 to our Registration Statement on Form S-8, file number 333-189638.* IBRF 10.17 Amendment Number 1 to the Kellogg Company Pringles Savings and Investment Plan, incorporated by reference to Exhibit 4.4 to our Registration Statement on Form S-8, file number 333-189638.* IBRF 10.18 Kellogg Company Deferred Compensation Plan for Non-Employee Directors, incorporated by reference to Exhibit 10.49 to our Annual Report on Form 10-K dated February 24, 2014, Commission file number 1-4171.* IBRF 10.19 Kellogg Company Executive Compensation Deferral Plan, incorporated by reference to Exhibit 10.50 to our Annual Report on Form 10-K dated February 24, 2014, Commission file number 1-4171.* IBRF 10.20 Kellogg Company Change of Control Severance Policy for Key Executives, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated December 11, 2014.* IBRF 10.21 Form of Option Terms and Conditions, incorporated by reference to Exhibit10.2 of our Current Report on Form8-K dated February24, 2015, Commission file number 1-4171.* IBRF 10.22 Form of Option Terms and Conditions, incorporated by reference to Exhibit10.2 of our Current Report on Form8-K dated February23, 2016, Commission file number 1-4171.* IBRF 10.23 Kellogg Company 2017 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 to our Registration Statement on Form S-8, file number 333-217769.* IBRF 10.24 Letter agreement with Steve Cahillane, dated September 22, 2017, incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K dated September 28, 2017, Commission file number 1-4171.* IBRF 10.25 Form of Option Terms and Conditions, incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K dated February 23, 2021, Commission file number 1-4171.* IBRF 10.26 Form of Option Terms and Conditions, incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K dated February 22, 2018, Commission file number 1-4171.* IBRF 10.27 Amendment to the Kellogg Company 2017 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K dated June 11, 2018, Commission file number 1-4171.* IBRF 10.28 Form of Option Terms and Conditions, incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K dated February 26, 2019, Commission file number 1-4171.* IBRF 10.29 Form of Option Terms and Conditions, incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K dated February 25, 2020, Commission file number 1-4171.* IBRF 10.30 2022-2024 Performance Stock Unit Plan, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated February 23, 2022, Commission file number 1-4171.* IBRF 10.31 Form of Restricted Stock Unit Terms and Conditions, incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K dated February 23, 2022, Commission file number 1-4171.* IBRF 10.32 Kellanova 2022 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.42 of our Annual Report on Form 10-K filed on February 20, 2024.* IBRF 10.33 Kellanova Aircraft Policy, incorporated by reference to Exhibit 10.43 of our Annual Report on Form 10-K filed on February 20, 2024.* IBRF 10.34 Agreement, dated October 21, 2020, between Gollek Servicios, S.C. and Victor Hugo Marroquin, incorporated by reference to Exhibit 10.44 of our Annual Report on Form 10-K filed on February 20, 2024.* IBRF 10.35 2023-2025 Performance Stock Unit Plan, incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed February 22, 2023, Commission file number 1-4171.* IBRF 10.36 Form of Restricted Stock Unit Terms and Conditions, incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed February 22, 2023, Commission file number 1-4171.* IBRF 10.37 Amendment to the Amended and Restated Kellogg Company 2002 Employee Stock Purchase Plan, incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q for the quarter ended July 1, 2023, Commission file number 1-4171.* IBRF 10.38 Employee Matters Agreement, dated as of September 29, 2023, between Kellanova and WK Kellogg Co, incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed October 2, 2023, Commission file number 1-4171.* IBRF 10.39 Supply Agreement, dated as of September 29, 2023, between Kellanova and WK Kellogg Co, incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed October 2, 2023, Commission file number 1-4171. IBRF 10.40 Master Ownership and License Agreement Regarding Patents, Trade Secrets and Certain Related Intellectual Property, dated as of September 29, 2023, between Kellanova and WK Kellogg Co, incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K filed October 2, 2023, Commission file number 1-4171. IBRF 10.41 Master Ownership and License Agreement Regarding Trademarks and Certain Related Intellectual Property, dated as of September 29, 2023, between Kellanova and WK Kellogg Co, incorporated by reference to Exhibit 10.4 of our Current Report on Form 8-K filed October 2, 2023, Commission file number 1-4171. IBRF 10.42 Tax Matters Agreement, dated as of September 29, 2023, between Kellanova and WK Kellogg Co, incorporated by reference to Exhibit 10.5 of our Current Report on Form 8-K filed October 2, 2023, Commission file number 1-4171. IBRF 10.43 Transition Services Agreement, dated as of September 29, 2023, between Kellanova and WK Kellogg Co, incorporated by reference to Exhibit 10.6 of our Current Report on Form 8-K filed October 2, 2023, Commission file number 1-4171. IBRF 10.44 2024-2026 Performance Stock Unit Plan, incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed February 22, 2024, Commission file number 1-4171. IBRF 10.45 Form of Restricted Stock Unit Terms and Conditions, incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed February 22, 2024, Commission file number 1-4171. IBRF 10.46 Amendment to Supply Agreement dated as of September 29, 2023, between Kellanova and WK Kellogg Co, incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q filed August 1, 2024, Commission file number 1-4171. IBRF 10.47 364-Day Credit Agreement, dated as of December 11, 2024, with Bank of America, N.A., as Administrative Agent, Barclays Bank PLC, Citibank, N.A., Coperatieve Rabobank U.A., New York Branch, ING Bank N.V., Dublin Branch, JPMorgan Chase Bank, N.A., Mizuho Bank Ltd. and Sumitomo Mitsui Banking Corporation as Co-Syndication Agents, and BofA Securities, Inc., Barclays Bank PLC, Citibank, N.A., Coperatieve Rabobank U.A., New York Branch, ING Bank N.V., Dublin Branch, JPMorgan Chase Bank, N.A., Mizuho Bank Ltd., and Sumitomo Mitsui Banking Corporation as Joint Lead Arrangers and Joint Bookrunners and the lenders named therein, incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed December 12, 2024, Commission file number 1-4171. IBRF 10.48 Amended and Restated Kellanova Severance Benefit Plan dated October 1, 2024, incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q filed October 31, 2024, Commission file number 1-4171.* IBRF 10.49 Amendment to the Kellanova 2002 Employee Stock Purchase Plan dated July 31, 2024, incorporated by reference to Exhibit 10.2 of our Quarterly Report on Form 10-Q filed October 31, 2024, Commission file number 1-4171.* IBRF 10.50 Agreement of Termination, Fulfillment, and Settlement of the Private Agreement between Gollek Servicios, S.C. and Victor Marroquin.* E 10.51 Kellanova Excise Tax Gross-Up Plan and Form of Participation Agreement.* E 10.52 Kellanova Form of Mitigation Plan.* E 19.1 Kellanova Insider Trading Policy E 97 Kellanova Clawback Policy, incorporated by reference to Exhibit 10.45 of our Annual Report on Form 10-K filed on February 20, 2024 IBRF 21.01 Domestic and Foreign Subsidiaries of Kellanova. E 23.01 Consent of Independent Registered Public Accounting Firm. E 24.01 Powers of Attorney authorizing Todd W. Haigh to execute our Annual Report on Form10-K for the fiscal year ended December 28, 2024, on behalf of the Board of Directors, and each of them. E 31.1 Rule 13a-14(a)/15d-14(a) Certification by Steven A. Cahillane. E 31.2 Rule 13a-14(a)/15d-14(a) Certification by Amit Banati. E 32.1 Section 1350 Certification by Steven A. Cahillane. E 32.2 Section 1350 Certification by Amit Banati. E