Kellogg Company today announced the filing of a Form 10 registration statement with the U.S. Securities and Exchange Commission (SEC) relating to the company's previously announced plan to separate into two businesses:

• Kellanova, with about $12.6 billion in 2022 net sales, will be a company in global snacking, international cereal and noodles, and North America frozen foods, with iconic brands and strong growth momentum and profitability;
• WK Kellogg Co, with about $2.7 billion in 2022 net sales, will be a cereal company in the U.S., Canada, and Caribbean, with a portfolio of iconic, brands, leading market positions, and compelling opportunities for investment and profit growth.

"Today's Form 10 filing marks another important step toward our planned separation into two established and special businesses," stated Steve Cahillane, Kellogg Company's chairman and chief executive officer. "As stand-alone companies, Kellanova and WK Kellogg Co will benefit from an enhanced focus that will enable them to better direct their resources toward their distinct strategic priorities, unlocking value for shareowners."

Update on the previously announced separation

On June 21, 2022, the company announced that its board of directors had approved a plan to pursue a separation of its North American cereal business ("WK Kellogg Co"), via a tax-free spin-off. The company is targeting to complete the separation transaction during the fourth quarter of 2023, subject to certain customary conditions, including final approval by the Board of Directors and effectiveness of the Form 10 registration statement.

The result will be two independent public companies, each better positioned to unlock their full standalone potential by:

• Focusing on their distinct strategic priorities, with financial targets that best fit their own markets and opportunities;
• Executing with increased agility and operational flexibility, enabling more focused allocation of capital and resources in a manner consistent with those strategic priorities;
• Realizing improved outlooks for profitable growth; and
• Shaping distinctive corporate cultures, rooted in Kellogg Company's strong values, and rewarding career paths for employees of each company.

The Form 10 provides important information about WK Kellogg Co's portfolio, business dynamics, strategy, risk factors, and management. The filing provides certain WK Kellogg Co financial statements, including historical carve-out financial statements and pro forma financial statements, and a discussion of the key drivers of WK Kellogg Co's past financial performance.

A copy of the Form 10 is available on the SEC's website at sec.gov as filed by WK Kellogg Co. The Form 10, filed on July 24, is subject to change and will be made final prior to the effective date of the spin. In addition to the public filing of the Form 10, Kellogg Company has posted supplemental business and other information about Kellanova and WK Kellogg Co to its investor website at investor.kelloggs.com. A dedicated website providing ongoing information about the separation is available at unleashingourpotential.com.

About the two new companies:

WK Kellogg Co
The company is prepared to separate its U.S., Canada, and Caribbean cereal business in a tax-free spin off to Kellogg shareowners during the fourth quarter of 2023. This company will be called WK Kellogg Co, and its stock will be traded on the New York Stock Exchange, under the ticker symbol "KLG."

WK Kellogg Co has a portfolio of powerful brands with leading market positions, led by iconic brands such as Frosted Flakes, Special K, Froot Loops, Raisin Bran, Frosted Mini-Wheats, Kashi, and more. It has a century-long legacy of innovation in foods and marketing, a scaled infrastructure, and an experienced leadership team. As a stand-alone company, WK Kellogg Co will benefit from greater operational focus and fit-for-purpose strategy and resource allocation. Management believes that this will enable it to invest in substantially improving its profit margins over the next few years, including the optimization of its manufacturing network, while also improving its competitiveness and share of market.

More details regarding WK Kellogg Co's strategy, capital structure, capital allocation, and financial outlooks will be shared during an investor event on August 9.

"We have made great strides toward establishing WK Kellogg Co as an independent business," said Gary Pilnick, WK Kellogg Co's chief executive officer designate. "Our new team is in place, and we are building a focused company that we believe has outstanding prospects.  We are excited to share our strategy and outlook in a few weeks."

Kellanova
Following the spin-off of WK Kellogg Co, the remainder of today's Kellogg Company will change its name to Kellanova, and will continue to be traded on the New York Stock Exchange under the ticker K. 

Kellanova will feature a portfolio oriented toward snacking, with a global footprint and significant presence in fast-growing emerging markets.  In 2022, global snacks and emerging markets collectively represented about 80% of Kellanova's net sales. 

Kellanova's portfolio will be comprised of the following growth-oriented categories:

• Snacks. About 60% of Kellanova's 2022 net sales came from snacks. In addition to participating in categories with above-average growth, including salty snacks, crackers, and portable wholesome snacks, Kellanova competes with beloved and highly differentiated brands, including Pringles, Cheez-It, Pop-Tarts, Rice Krispies Treats, and more. Kellanova's snacks business is global, with roughly 15% in emerging markets. Excluding the impact of a 2019 divestiture, Kellanova's global snacks business grew its net sales on an organic basis at a compound annual growth rate of approximately 8% between 2019 and 2022.
• International cereal. International cereal represented about 20% of Kellanova's 2022 net sales, with half of that percentage coming from growing emerging markets. This business retains all of its strong Kellogg's brands, including Frosties/Zucaritas, Tresor/Krave, Choco Krispies, Crunchy Nut, Corn Flakes, Nutri-Grain, and more. Kellanova's cereals business grew its net sales on an organic basis at a compound annual growth rate of approximately 5% between 2019 and 2022.
• Noodles and other. This business in Africa accounted for just over 10% of Kellanova's 2022 net sales, and offers exceptional near-term and long-term growth as we expand in this emerging market. Kellanova's noodles and other business grew its net sales on an organic basis at a compound annual growth rate of approximately 25% between 2019 and 2022.
• Frozen Foods. Representing just under 10% of Kellanova's 2022 net sales, this business is predominantly comprised of Eggo, its leading brand of frozen waffles, pancakes, and French toast, and MorningStar Farms, its leading brand of plant-based foods. Kellanova's frozen foods business grew its net sales at a compound annual growth rate of approximately 2% between 2019 and 2022.

As a stand-alone company, Kellanova, too, will benefit from greater operational focus and fit-for-purpose strategy and resource allocation, investing behind its differentiated brands to deliver consistently strong net sales and earnings growth over time.

More details regarding Kellanova's strategy, capital structure, capital allocation, and financial outlook will be shared during an investor event on August 9.

"The Kellanova portfolio is already geared toward growth, demonstrating underlying momentum, " said Steve Cahillane. "What is notably exciting is that this performance will be enhanced by a refreshed strategy, higher profit margins, and a portfolio that is even more oriented toward advantaged markets, categories, and brands."

Kellogg’s is on the current Snack Food & Wholesale Bakery “Top 50 Snack & Bakery Companies” list. Click here to view the current “Top 50” rankings.