KELLANOVA (Form: 10-K, Received: 02/20/2024 16:22:10)

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


☑			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 30, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Transition Period From To

Commission file number 1-4171

Kellanova

(Exact name of registrant as specified in its charter)


Delaware						38-0710690
(State or other jurisdiction of Incorporation or organization)						(I.R.S. Employer Identification No.)

412 N. Wells Street

Chicago, IL 60654

(Address of Principal Executive Offices)

Registrant’s telephone number: (269) 961-2000

Securities registered pursuant to Section 12(b) of the Securities Act:


Title of each class:	Trading symbol(s):	Name of each exchange on which registered:
Common Stock, $.25 par value per share	K	New York Stock Exchange
1.000% Senior Notes due 2024	K 24	New York Stock Exchange
1.250% Senior Notes due 2025	K 25	New York Stock Exchange
0.500% Senior Notes due 2029	K 29	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Securities Act: None

Indicate by a check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. Yes ☐ No ☑

Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☑ No ☐

The aggregate market value of the common stock held by non-affiliates of the registrant (assuming for purposes of this computation only that the W. K. Kellogg Foundation Trust, directors and executive officers may be affiliates) as of the close of business on June 30, 2023 was approximately $19.2 billion based on the closing price of $67.40 for one share of common stock, as reported for the New York Stock Exchange on that date.

As of January 27, 2024, 340,678,265 shares of the common stock of the registrant were issued and outstanding.

Parts of the registrant’s Proxy Statement for the Annual Meeting of Shareowners to be held on April 26, 2024 are incorporated by reference into Part III of this Report.

PART I

ITEM 1. BUSINESS

The Company. Kellanova (formerly Kellogg Company), founded in 1906 and incorporated in Delaware in 1922, and its subsidiaries are engaged in the manufacture and marketing of snacks and convenience foods.

The address of the principal business office of Kellanova is 412 N. Wells Street, Chicago, Illinois 60654. Unless otherwise specified or indicated by the context, “Kellanova,” the "Company," “we,” “us” and “our” refer to Kellanova, its divisions and subsidiaries.

On October 2, 2023, the Company completed the separation of its North America cereal business resulting in two independent companies, Kellanova and WK Kellogg Co. As a result of the distribution, Kellanova shareholders of record on September 21, 2023, received one share of WK Kellogg Co common stock for every four shares of Kellanova common stock.

Reported results were prepared in accordance with U.S. GAAP, include all net sales and expenses recognized during the periods, and reflect WK Kellogg Co as discontinued operations for all periods presented. All

amounts, percentages and disclosures for all periods presented reflect only the continuing operations of Kellanova unless otherwise noted. See the discussion in Item 1A. Risk Factors, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, and in Note 2 within Notes to the Consolidated Financial Statements, which are located herein under Part II, Item 8.

Financial Information About Segments. Information on segments is located in Note 18 within Notes to the Consolidated Financial Statements.

Principal Products. Our principal products are snacks, such as crackers, savory snacks, toaster pastries, cereal bars, granola bars and bites; and convenience foods, such as, ready-to-eat cereals, frozen waffles, veggie foods and noodles. These products were, as of February 20, 2024, manufactured by us in 21 countries and marketed in more than 180 countries. They are sold to retailers through direct sales forces for resale to consumers. We use broker and distributor arrangements for certain products and channels, as well as in certain geographies.

Our snacks brands are marketed under brands such as Kellogg’s, Cheez-It, Pringles, Austin, Parati, and RXBAR. Our frozen foods are marketed under the Eggo and Morningstar Farms brands.

We also market crackers, crisps, and other convenience foods, under brands such as Kellogg’s, Cheez-It, Pringles, and Austin, to supermarkets in the United States through a variety of distribution methods.

Additional information pertaining to the relative sales of our products for the years 2021 through 2023 is located in Note 18 within Notes to the Consolidated Financial Statements, which are included herein under Part II, Item 8.

Environmental, Social and Governance (ESG) Leadership. Kellanova’s vision is to be the world’s best snacks-led powerhouse, unleashing the full potential of our differentiated brands and passionate people. Our purpose is creating better days, and a place at the table for everyone, through our trusted food brands. Our vision and purpose are brought to life through our Better Days™ Promise, our promise to advance sustainable and equitable access to food by addressing the intersection of wellbeing, hunger, sustainability, and equity, diversity and inclusion (ED&I) for 4 billion people by the end of 2030 (from a 2015 baseline).

This work is not new - we’ve been making progress on these topics for many decades and have been reporting our results annually through our Better Days™ Promise report (formerly Corporate Responsibility Report) and other disclosures since 2009. The information contained in our report is not incorporated by reference herein or otherwise made a part of this Annual Report on Form 10-K or any of our other filings with the Securities and Exchange Commission.

Our Commitments. Kellanova Better Days™ Promise, is our promise to create 4 billion better days by the end of 2030 (from a 2015 baseline, unless otherwise indicated), includes the following commitments:

•Nourishing 1.5 billion people with our foods that deliver nutrients of need by the end of 2030.

•Feeding 400 million people facing food insecurity or crisis by the end of 2030.

•Nurturing people and planet by creating a climate-positive future, including advancing the wellbeing of 250,000 people in our food chain, from farming communities to processors, prioritizing support for vulnerable groups by the end of 2030 (from a 2023 baseline).

•Committing to set company-wide emission reductions in line with the Science Based Targets initiative (SBTi) Net-Zero Standard.

•Valuing ED&I in our workforce by aspiring for gender 50/50 parity at the management level globally and 25% People of Color at the management level in the U.S. by the end of 2025.

•And, engaging 2 billion people along our journey by the end of 2030.

The Company discusses the Kellanova Better Days™ Promise commitments in detail, including the methodologies used to track the metrics and commitments described above on the Kellanova Better Days™ Promise page on our website. The information on our web site is not, and shall not be deemed to be, a part of this Annual Report on Form 10-K or incorporated into any other filings we make with the Securities and Exchange Commission.

Climate-Related Disclosure. Climate change and food security are considerations for Kellanova to ensure the long-term health and viability of the ingredients we use in our products. As a plant-based food company, the success of Kellanova is dependent on having timely access to high quality, low cost ingredients, water and energy for manufacturing globally. Risks are identified annually through annual reporting and evaluated in the short (<3 years), medium (3 - 6 years) and long terms (>6 years). These natural capital dependencies are at risk of shortage, price volatility, regulation, and quality impacts due to climate change which is assessed as part of Kellanova’s overall enterprise risk management approach. Specific risks including water stress and social accountability are specifically identified and assessed on a regular basis, especially in emerging market expansion that fuels company growth.

Due to these risks, Kellanova has implemented short and long-term initiatives to mitigate and adapt to these environmental pressures, as well as the resulting challenge of food security. While these risks are not currently impacting business growth, they must be monitored, evaluated, and mitigated. The Company has incorporated the risks and opportunities of climate change and food security as part of the Differentiate, Drive, & Deliver Strategy and Kellanova Better Days™ Promise by continuing to identify risk, incorporate sustainability indicators into strategic priorities, and report regularly to leadership, the Board, and publicly.

Oversight. Kellanova's Board of Directors, including its Social Responsibility and Public Policy Committee, oversees our Better Days™ Promise strategy. Our Senior Vice President Chief Global Corporate Affairs Officer, Senior Vice President Global Supply Chain, Senior Vice President Chief Global Human Resources Officer, Senior Vice President Research and Development and other executives who report to the Chairman and CEO, are responsible for successfully implementing the strategy and regularly updating the CEO and Board Committee. Our Chief Sustainability Officer (CSO) reports to the Senior Vice President Chief Global Corporate Affairs Officer. Additionally, numerous leaders are accountable for achieving specific ESG commitments, based on their roles.

In addition, Kellanova has a Global Better Days™ Promise Council and regional Better Days™ Promise Councils. The Councils ensure execution on priority strategies to maximize environmental and social performance, share best practices to ensure we are progressing against our commitments.

Raw Materials. Agricultural commodities, including corn, wheat, rice, potato flakes, vegetable oils, sugar and cocoa, are the principal raw materials used in our products. Cartonboard, corrugate, and flexible packaging are the principal packaging materials used by us. We continually monitor world supplies and prices of such commodities (which include such packaging materials), as well as government trade policies. The cost of such commodities may fluctuate widely due to government policy and regulation, changing weather patterns and conditions, climate change, and other supply and/or demand impacting events such as pandemics, geopolitical events, wars or other unforeseen circumstances. Continuous efforts are made to maintain and improve the quality and supply of such commodities for purposes of our short-term and long-term requirements.

The principal ingredients in the products produced by us in the United States include wheat and wheat-based ingredients, potato flakes, oats, rice, cocoa and chocolate, soybeans and soybean derivatives, various fruits, sugars and sweeteners, vegetable oils, dairy products, eggs, and other ingredients, which are obtained from various sources. While most of these ingredients are purchased from sources in the United States, some materials are imported due to regional availability and specification requirements.

We enter into long-term contracts for the materials described in this section and purchase these items on the open market, depending on our view of possible price fluctuations, supply levels, and our relative negotiating power. Although we are unable to predict the impact to our ability to source these materials and services in the future, supply pressures are generally decreasing, though weather and geopolitical issues are resulting in other disruptions and logistical delays into 2024. As further discussed herein under Part II, Item 7A, we also use commodity futures and options to hedge some of our costs.

Raw materials and packaging needed for internationally based operations are available in adequate supply and are sourced both locally and imported from countries other than those where used in manufacturing.

Natural gas and propane are the primary sources of energy used to power processing equipment at major domestic and international facilities, although certain locations may use electricity, oil, propane or solar cells as needed. In addition, considerable amounts of diesel fuel are used in connection with the distribution of our products.

Trademarks. Generally, our products are marketed under trademarks we own. Our principal trademarks are our housemarks, brand names, slogans, and designs related to snacks, frozen breakfast, international cereals and noodles and various other foods manufactured and marketed by us. We also grant licenses to third parties to use these marks on various goods.

In connection with the separation of WK Kellogg Co, the Company and WK Kellogg Co entered into agreements providing for intellectual property use and selling rights. Under the Master Ownership and License Agreement Regarding Trademarks and Certain Related Intellectual Property, ownership, use and selling rights of trademarks, domain names and certain copyrights were allocated between Kellanova and WK Kellogg Co. Under this agreement, Kellanova and WK Kellogg Co each grant the other party various perpetual, irrevocable, exclusive, and royalty-free licenses to use certain respective trademarks in connection with specific food and beverage categories in specified jurisdictions. The licenses granted by Kellanova to WK Kellogg Co include a perpetual, irrevocable, exclusive, royalty-free license to use the “Kellogg’s” house brand, along with other key brands such as Tony the Tiger, Kellogg's Frosted Flakes, Toucan Sam, Froot Loops, Special K, Rice Krispies and Snap, Crackle and Pop, in connection with WK Kellogg Co business in North America.

We market convenience foods under trademarks and tradenames which include Austin, Bisco, Cheez-It, Club, Luxe, Minueto, Parati, RXBAR, Special K, Toasteds, Town House, Zesta, and Zoo Cartoon. Other brand names include Kellogg’s Corn Flake Crumbs; Choco Krispis, Crunchy Nut, Kashi, Nutri-Grain, Special K, Squares, Zucaritas, Rice Krispies Treats, and Sucrilhos for cereal bars; Pop-Tarts for toaster pastries; Eggo and MorningStar Farms for frozen breakfast foods; Nutri-Grain cereal bars for convenience foods in the United States and elsewhere; K-Time, Sunibrite, Split Stix and LCMs for convenience foods in Australia; Nutri-Grain, Coco Pops, Crunchy Nut, Krave, Frosties, and Rice Krispies Squares for convenience foods in Europe; Special K for meal bars; Pringles for crisps; and Morningstar Farms, Incogmeato, Veggitizers, and Gardenburger for certain meat alternatives. Additionally, we market beverages under the Trink trademark. One of our subsidiaries is also the exclusive licensee of the Carr’s cracker line in the United States.

These trademarks include Kellogg’s for convenience foods and other products, including the Kellogg's branded noodles business in Africa, and the brand names of certain ready-to-eat international cereals, including Sucrilhos, Zucaritas, Kellogg's Extra, Müsli, and Choco Krispis for cereals in Latin America; Coco Pops, Choco Krispies, Frosties, Fruit ‘n Fibre, Kellogg’s Crunchy Nut, Krave, Kellogg’s Extra, Country Store, Smacks, Pops, Honey Bsss, Zimmy's, Toppas, and Tresor for cereals in Europe; and Froot Ring, Chocos, Chex, Guardian, Just Right, Sultana Bran, Frosties, Rice Bubbles, Nutri-Grain, and Sustain for cereals in Asia and Australia.

Our trademarks also include logos and depictions of certain animated characters in conjunction with our products, including the characters Snap, Crackle and Pop for use in connection Rice Krispies Treats convenience foods; Tony the Tiger for Zucaritas, Sucrilhos and Frosties cereals and convenience foods; Toucan Sam for Froot Loops and Froot Rings international cereal; Dig ‘Em for Smacks/Honey Smacks international cereal; Zimmy and Zimmy's cereal; Coco the Monkey for Coco Pops, Choco Krispies and Chocos cereal; Cornelius (aka Cornelio) for Kellogg’s Corn Flakes international cereal; Melvin the Elephant for certain cereal, dairy beverages and convenience foods; Chocovore, Poperto, Pops the Bee, and Sammy the Seal (aka Smaxey the Seal) for certain cereal products; and Mr. P or Julius Pringles for Pringles crisps.

The slogans L’ Eggo my Eggo and L’Eggo with Eggo are used in connection with our frozen waffles, pancakes and French toast sticks, and Snack Stacks used in connection with potato crisps and crackers are also important Kellanova trademarks.

The trademarks listed above, among others, individually and when taken as a whole, are important to our business. Certain individual trademarks are also important to our business. Depending on the jurisdiction, trademarks are generally valid as long as they are in use and/or their registrations are properly maintained and they have not been found to have become generic. Registrations of trademarks can also generally be renewed indefinitely as long as the trademarks are in use.

Seasonality. Demand for our products is generally level throughout the year, although some of our convenience foods have a bias for stronger demand in the second half of the year due to events and holidays.

Working Capital. A description of our working capital is included in the Liquidity section of MD&A within Item 7 of this Report.

Customers. Our largest customer, Wal-Mart Stores, Inc. and its affiliates, accounted for approximately 15% of consolidated net sales during 2023, comprised principally of sales within the United States. No other customer accounted for greater than 10% of net sales in 2023. During 2023, our top five customers, collectively, including Wal-Mart, accounted for approximately 26% of our consolidated net sales and approximately 46% of U.S. net sales. There has been significant worldwide consolidation in the grocery industry and we believe that this trend is likely to continue. Although the loss of any large customer for an extended length of time could negatively impact our sales and profits, we do not anticipate that this will occur to a significant extent due to the consumer demand for our products and our relationships with our customers. Our products have been generally sold through our own sales forces and through broker and distributor arrangements, and have been generally resold to consumers in retail stores, restaurants, and other food service establishments.

Backlog. For the most part, orders are filled within a few days of receipt and are subject to cancellation at any time prior to shipment. The backlog of any unfilled orders at December 30, 2023 and December 31, 2022 was not material to us.

Competition. We have experienced, and expect to continue to experience, intense competition for sales of all of our principal products in our major product categories, both domestically and internationally. Our products compete with advertised and branded products of a similar nature as well as unadvertised and private label products, which are typically distributed at lower prices, and generally with other food products. Principal methods and factors of competition include new product introductions, product quality, taste, convenience, nutritional value, price, advertising and promotion.

Research and Development. Research to support and expand the use of our existing products and to develop new food products is carried on at the W. K. Kellogg Institute for Food and Nutrition Research in Battle Creek, Michigan, and at other locations around the world. Our expenditures for research and development were approximately (in millions): 2023-$116; 2022-$111; 2020-$117. Information concerning our research and development expense is located in Note 1 within Notes to the Consolidated Financial Statements.

Regulation. Our activities in the United States are subject to regulation by various government agencies, including but not limited to the Food and Drug Administration, the Federal Trade Commission and the Departments of Agriculture, Commerce and Labor, as well as voluntary regulation by other bodies. Various state and local agencies also regulate our activities. Other agencies and bodies outside of the United States, including those of the European Union and various countries, states and municipalities, also regulate our activities.

Environmental Matters. Our facilities are subject to various U.S. and foreign, federal, state, and local laws and regulations regarding the release of material into the environment and the protection of the environment in other ways. We are not a party to any material proceedings arising under these regulations. We believe that compliance with existing environmental laws and regulations will not materially affect our consolidated financial condition or our competitive position.

Human Capital Resources. On December 30, 2023, we had approximately 23,000 employees. The majority of our employees work on a full-time basis. We are also party to numerous collective bargaining agreements. Our human capital objectives include attracting, developing, engaging, rewarding and retaining our employees.

Equity, Diversity and Inclusion: In 2005, Kellanova established an Office of Diversity & Inclusion. Since this time, our Company has enhanced our strategy and is currently known as the Office of Equity, Diversity and Inclusion. This office has been focused on recruiting and retaining employees, creating awareness, fostering a supportive, positive environment where inclusive behaviors are the norm, and embedding accountability for inclusion throughout the organization. Our goal is to create a place at the table for everyone. We report to our Board of Directors on a periodic basis about the actions we have taken to make progress on our ED&I journey, and we are firmly committed to continuing to advance ED&I. Our focus on equity, diversity and inclusion enables us to build a culture where employees are inspired to share their passion, talents and ideas. Our eight Business Employee Resource Groups, which include KVets and Supporters, Kellanova Multinational Employee Resource Group, Kellanova’s Young Professionals, Kellanova African American Resource Group, Women of Kellogg, Hola (our Latino resource group), KPride & Allies (our LBGTQ+ resource group), and Kapable (our resource group for people with disabilities and their supporters), also play a critical role in attracting diverse talent, providing mentoring and career development

opportunities, delivering commercial business insights and connecting people to the Company and the communities where we do business.

Through many initiatives, supported by our Business Employee Resource Groups and ED&I Champions, several leading organizations recognized Kellanova for our commitment to building and supporting equity, diversity and inclusion in our workplace, marketplace and the communities where we work and live. These include Diversity Inc., Social Corporate Equity Index, Diversity Best Practice Index and Human Rights Campaign (HRC) Best Places to Work for LGBTQ Equality, to name a few.

Training and Development: We invest in ongoing leadership development through programs for future managers, for experienced managers and our executive leadership training program for developing our future leaders.

Employee Engagement: We communicate frequently and transparently with our employees through a variety of engagement vehicles, from externally managed global opinion surveys to weekly check-ins via our internal global recognition platform. We also provide a wide array of opportunities for volunteerism through Kellanova’s “Better Days” commitment, and provide matching donations for employees’ service to charities of their choosing in many regions.

Total Rewards: We provide a market-based competitive compensation through our salary, annual incentive and long-term incentive programs, and a benefits package that promotes employee well-being across all aspects of their lives, including physical, financial, social and emotional wellbeing. We sponsor a number of benefit plans for eligible employees in the United States and various foreign locations, including defined benefit pension plans, defined contributions retirement plans, retiree health and welfare, active health care, severance and other postemployment benefits. We continually review and implement new programs around the world to meet the evolving needs of our employees, including, but not limited to benefit programs for same sex partners and progressive leave benefits (e.g., paternity/maternity and active Military). We are also offering flexible work arrangements across our global population.

Health and Wellness: We aim to create a culture where all colleagues feel supported and valued in line with our corporate mission. We continue to evolve our programs to meet our colleagues’ health and wellness needs, which we believe is essential to attract and retain employees of the highest caliber, and we offer a competitive benefits package focused on fostering work/life integration. Our global employee wellbeing framework, "My Total Health," addresses physical, financial, social and emotional wellbeing to support our employees' personal goals. On an ongoing basis, we focus on each aspect of wellbeing and provide useful information, education, tools and resources. In North America, our “Find your Wings” employee assistance program provides access to valuable Mental Health resources. In addition, our “Lean on Me” program trains employees on how to identify other employees that may be struggling with mental health challenges and pointing them towards our available resources. We also provide company paid access to gyms and mindfulness resources in many parts of the world. Most of our locations now use the My Total Health framework to guide how they communicate and engage with employees in support of their wellbeing.

Company Ethics: The Company has processes in place for compliance with the Code of Conduct for Kellanova Board of Directors and Global Code of Ethics for Kellanova employees, each including a requirement for regular certification that provides employees an opportunity to disclose actual or potential conflicts of interest, report actual or potential violations of the law, the Code or policy and acknowledge their obligation to comply with the applicable code. The Company regularly re-enforces our commitment to ethics and integrity in employee communications, in our everyday actions and through our processes. In addition, the Company provides targeted training across the globe during the course of the year. The Company also maintains an ethics related hotline, managed by a third party, through which individuals can anonymously raise concerns or ask questions about business behavior.

Financial Information About Geographic Areas. Information on geographic areas is located in Note 18 within Notes to the Consolidated Financial Statements, which are included herein under Part II, Item 8.

Executive Officers. The names, ages, and positions of our executive officers (as of February 20, 2024) are listed below, together with their business experience. Executive officers are elected annually by the Board of Directors.



Nicolas Amaya			50

Senior Vice President, Kellanova

President, Kellanova North America

Mr. Amaya assumed his current position on February 1, 2024. Prior to that, Mr. Amaya served as Senior Vice President, Kellanova (formerly Kellogg Company) and President, Kellanova Latin America. Mr. Amaya joined Kellanova in 2001 as a Marketing Intern for Eggo in the United States. Since then, he has held a variety of leadership positions in the U.S. and Latin America across the cereal, frozen and snacks businesses. Among his many contributions, Mr. Amaya led the complex and challenging regional integration of Pringles in 2012. In April 2013, he was appointed General Manager, Snacks and Growth Platforms for Latin America, and in 2015, he stepped up to the role of Vice President and General Manager, Category Marketing and Innovation, Latin America. He was promoted to Vice President and General Manager for Mexico in October 2016. In November 2019, Mr. Amaya was promoted to SVP and President Kellanova Latin America. Prior to Kellanova, Mr. Amaya held various marketing roles at Unilever Andina in the personal care division.



Kris Bahner			54

Senior Vice President & Chief Global Corporate Affairs Officer, Kellanova

Ms. Bahner assumed her current position in April 2023. Ms. Bahner has more than 30 years of Corporate Affairs experience within the food industry. She joined Kellanova (formerly known as Kellogg Company) in 2006. Ms. Bahner leads global Corporate Affairs – including Communications, Philanthropy, Sustainability and Government Relations. Prior to joining Kellanova, she held a variety of corporate affairs roles with Kraft Foods, and led public relations programs for food industry clients at both Edelman Public Relations Worldwide and Powers Agency. Ms. Bahner served as the Executive Sponsor of the company’s Women of Kellogg business employee resource group for more than nine years. She is the President of Kellanova’s Fund Board of Trustees and President of Kellanova’s 25‐Year Employees’ Fund, Inc.



Amit Banati			55

Vice Chairman and Chief Financial Officer

Mr. Banati has been Senior Vice President, Chief Financial Officer and Principal Financial Officer, Kellanova (formerly known as Kellogg Company) since July 2019 and Vice Chairman since January 2023. Mr. Banati joined Kellanova in March 2012 as President, Asia Pacific, and his responsibilities were expanded to President, Asia Pacific, Middle East and Africa in July 2018. Before joining Kellanova, Mr. Banati served in a variety of finance, general management and board roles at Kraft Foods, Cadbury Schweppes and Procter & Gamble. He has worked extensively across the Asia Pacific and Africa region. At Kraft Foods, he was President, North Asia and Asia Pacific Strategy. Prior to that, Mr. Banati served as President, Pacific, for Cadbury Schweppes and Chairman of Cadbury Schweppes Australia. He was a member of the company’s Chief Executive Committee. He also served as the Chief Financial Officer for Cadbury Schweppes Asia Pacific. Mr. Banati is a director of Fortune Brands Home Innovations.



Steven A. Cahillane			58

Chairman and Chief Executive Officer

Mr. Cahillane has been Chairman of the Board of Kellanova (formerly known as Kellogg Company) since March 2018, and President and Chief Executive Officer since October 2017. He has also served as a Kellanova Director since October 2017. Prior to joining Kellanova, Mr. Cahillane served as Chief Executive Officer and President, and as a member of the board of directors, of Alphabet Holding Company, Inc., a holding company, and its wholly-owned operating subsidiary, The Nature’s Bounty Co., a health and wellness company, from September 2014. Prior to that, Mr. Cahillane served as Executive Vice President of The Coca-Cola Company, a beverage company, from February 2013 to February 2014 and President of Coca-Cola Americas, the global beverage maker’s largest business, with $25 billion in annual sales at that time, from January 2013 to February 2014. Mr. Cahillane served as President of various Coca-Cola operating groups from 2007 to 2012. He has also been a trustee of the W. K. Kellogg Foundation Trust since 2018. Mr. Cahillane is a director of Colgate-Palmolive Company.



Kurt D. Forche			54

Vice President and Corporate Controller

Mr. Forche was appointed Vice President and Corporate Controller, Kellanova (formerly known as Kellogg Company), in July 2018. Previously, Mr. Forche served as Vice President, Assistant Corporate Controller since December 2016. Mr. Forche joined Kellanova as an internal auditor in 1997, subsequently holding a number of Finance roles in the North American business until being named Senior Director, Corporate Financial Reporting in April 2014. Prior to joining Kellanova in 1997, he spent four years at Price Waterhouse as an auditor.



Melissa A. Howell			57

Senior Vice President, Global Human Services

Ms. Howell assumed her current position in June 2016. Prior to joining Kellanova (formerly known as Kellogg Company), she was Chief Human Resources Officer for Rockford, Michigan-based Wolverine since 2014. Prior to Wolverine, Ms. Howell spent 24 years with General Motors where she led a team of 2,800 Human Resource professionals worldwide, supporting a global business at one of the top automotive companies in the world, and also among the largest public corporations. Ms. Howell joined General Motors as a Labor Relations Representative at its Ypsilanti, Michigan, assembly plant in 1990. Over the following years, she served in a series of key human resources leadership roles in Europe, Asia and U.S. leading teams on six continents across an array of functional areas. Ms. Howell was promoted to Executive Director of North American Human Resources in 2011 and subsequently promoted to Senior Vice President of Global Human Resources.



Charisse Hughes			53

Senior Vice President, Chief Growth Officer

Ms. Hughes has been Senior Vice President, Chief Growth Officer, Kellanova (formerly known as Kellogg Company) since May 2023. Ms. Hughes joined Kellanova in 2020 as Chief Marketing Officer. Prior to her current role, she

served as Chief Brand & Advanced Analytics Officer. She is responsible for driving the growth agenda for the company through leadership of Global Brands, Innovation and R&D, Commercial Advanced Analytics, Marketing Excellence, and Licensing & Cultural Initiatives. Prior to joining Kellanova, Ms. Hughes was the Chief Marketing Officer for Pandora Americas. Her experience also includes marketing and brand leadership roles with The Estee Lauder Companies, Avon Products, Inc. and Sara Lee Corporation. Ms. Hughes serves on the Board of Directors for Crocs, Inc. She is also a Board Advisor for Pixability and a member of the Executive Leadership Council.



Shumit Kapoor			53

Senior Vice President, Kellanova

President, Kellanova Asia Pacific, Middle East and Africa

Mr. Kapoor assumed his current position in July 2020. Prior to joining Kellanova (formerly known as Kellogg Company), he was Regional President, Pet Nutrition, Asia Pacific for Mars Inc. from January 2017 to June 2020. In this role, Mr. Kapoor had additional oversight of the confectionary and food business in Japan and New Zealand. Prior to that, he was Regional President, Asia Pacific, for Mars’ Royal Canin business from January 2015 to December 2016. Mr. Kapoor served in various leadership roles at Mars Inc., starting his career as General Manager, South East Asia and India Mars Multisales in July 2011. Prior to Mars Inc., Mr. Kapoor was with Nokia from 2005 to 2011 and Procter & Gamble from 1993 to 2005.



Rodrigo Lance			49

Senior Vice President, Global Supply Chain

Mr. Lance has been Senior Vice President, Global Supply Chain, Kellanova (formerly known as Kellogg Company) since March 2022. Prior to his current role, he was Senior Vice President, KNA Supply Chain from October 2019 to March 2022 and Vice President, Supply Chain Europe and Vice President, Supply Chain Latin America from May 2017 to October 2019. Prior to his Supply Chain roles, Mr. Lance served as Vice President, Snacks Engineering beginning in 2011. In 1997, Mr. Lance began his career at Kellanova and served in various roles including Production Supervisor at the Queretaro, Mexico, plant. He also served as the Plant Manager in Guatemala; Linares, Mexico, and Columbus, Georgia, U.S.



David Lawlor			56

Senior Vice President, Kellanova

President, Kellanova Europe

Mr. Lawlor assumed his current position in July 2018. He most recently served as Vice President, European Cereal from November 2017 to June 2018. Mr. Lawlor began his career at Kellanova (formerly known as Kellogg Company) in 1991, joining as a sales manager in its Dublin office. Following this, he held a number of senior roles, including running the company’s Middle Eastern business, setting up its Dubai office. Mr. Lawlor then served as General Manager of Kellogg Russia from October 2008 to August 2016 and led the integration of United Bakers Group, a local biscuit and cracker manufacturer. In August 2016, he was appointed Managing Director, UK/ROI where he refocused the company’s efforts to stabilize and grow its core cereal business.



Victor Marroquin			48

Senior Vice President, Kellanova Latin America

Mr. Marroquin was appointed Senior Vice President & President Kellanova Latin America, in February 2024. Previously, Mr. Marroquin served as General Manager, Kellanova Mexico, since December 2020. Mr. Marroquin joined Kellanova (formerly Kellogg Company) in 1997. Mr. Marroquin served as VP & General Manager Andean Region – Colombia, Ecuador, Peru & Bolivia from July 2018 through 2020, General Manager – Kellogg Brazil from December 2016 to July 2018 and General Manager of – Ecuador & Peru from June 2014 through December 2016. Prior to that, Mr. Marroquin held a number of marketing, customer development and commercial management roles at the Company across Latin American countries.



John Min			44

Senior Vice President and Chief Legal Officer

Mr. Min has been Senior Vice President, Chief Legal Officer, Kellanova (formerly known as Kellogg Company) since October 2023. Previously, Mr. Min served as Regional General Counsel in Europe and Asia Pacific, Middle East and Africa regions. Prior to that, he served as Corporate Counsel, specializing in corporate governance, securities, and litigation. Mr. Min joined Kellanova in 2010 and has since worked in a variety of different areas, including food safety and regulatory compliance, class action litigation defense, recoveries, corporate governance and securities. Prior to Kellanova, Mr. Min was an attorney at the law firm of Jenner & Block.

Availability of Reports; Website Access; Other Information. Our internet address is http://www.kellanova.com. The information contained on, or accessible through, our website is not part of or incorporated into this Annual Report on Form 10-K. All reports required to be filed with the U.S. Securities and Exchange Commission are available and can be accessed through the Investor Relations section of our website.

Copies of our Corporate Governance Guidelines, the Charters of the Audit, Compensation and Talent Management, and Nominating and Governance Committees of the Board of Directors, the Code of Conduct for the Company's Board of Directors and Global Code of Ethics for the Company's employees (including the chief executive officer, chief financial officer and corporate controller) can also be found on the Kellanova website. Any amendments or waivers to the Global Code of Ethics applicable to the chief executive officer, chief financial officer and corporate controller can also be found in the “Investor Relations” section of the Kellanova website. Shareowners may also request a free copy of these documents from: Kellanova, P.O. Box CAMB, Battle Creek, Michigan 49016-9935 (phone: (800) 961-1413), Investor Relations Department at that same address (phone: (269) 961-2800) or investor.relations@Kellanova.com.

Forward-Looking Statements. This Report contains “forward-looking statements” with projections and expectations concerning, among other things, the Company’s restructuring programs; the integration of acquired businesses; our strategy, financial principles, and plans; initiatives, improvements and growth; sales, margins, advertising, promotion, merchandising, brand building, operating profit, and earnings per share; innovation; investments; capital expenditures; asset write-offs and expenditures and costs related to productivity or efficiency initiatives; the impact of accounting changes and significant accounting estimates; our ability to meet interest and debt principal repayment obligations; minimum contractual obligations; future common stock repurchases or debt reduction; effective income tax rate; cash flow and core working capital improvements; interest expense; commodity and energy prices; ESG performance; and employee benefit plan costs and funding. Forward-looking statements include predictions of future results or activities and may contain the words “expect,” “believe,” “will,” “can,” “anticipate,” “estimate,” “project,” “should,” or words or phrases of similar meaning. For example, forward-looking statements are found in this Item 1 and in several sections of Management’s Discussion and Analysis. Our actual results or activities may differ materially from these predictions.

Our future results could be affected by a variety of other factors, including the impact of macroeconomic conditions; business disruptions; consumers' and other stakeholders' perceptions of our brands; the ability to implement restructurings as planned, whether the expected amount of costs associated with restructurings will differ from forecasts, whether the Company will be able to realize the anticipated benefits from restructurings in the amounts and times expected; the ability to realize the anticipated benefits and synergies from business acquisitions in the amounts and at the times expected; the impact of competitive conditions; the ability to realize the intended benefits of the separation of WK Kellogg Co (the "separation"); the possibility of disruption from the separation, including changes to existing business relationships, disputes, litigation or unanticipated costs; uncertainty of the expected financial performance of the Company following completion of the separation; the effectiveness of pricing, advertising, and promotional programs; the success of innovation, renovation and new product introductions; the success of our Better Days and sustainability programs; the recoverability of the carrying value of goodwill and other intangibles; the success of productivity improvements and business transitions; commodity and energy prices, transportation costs, labor costs, disruptions or inefficiencies in supply chain; the availability of and interest rates on short-term and long-term financing; actual market performance of benefit plan trust investments; the levels of spending on systems initiatives, properties, business opportunities; integration of acquired businesses; other general and administrative costs; changes in consumer behavior and preferences; the effect of U.S. and foreign economic conditions on items such as interest rates; statutory tax rates; currency conversion and availability; legal and regulatory factors including changes in food safety, advertising and labeling laws and regulations, the ultimate impact of product recalls; business disruption or other losses from war, terrorist acts or political unrest; and the risks and uncertainties described in Item 1A below. Forward-looking statements speak only as of the date they were made, and we undertake no obligation to publicly update them.

ITEM 1A. RISK FACTORS

In addition to the factors discussed elsewhere in this Report, the following risks and uncertainties could materially adversely affect our business, financial condition and results of operations. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations and financial condition.

Risks Related to Our Business

Our business is significantly impacted by general macroeconomic conditions, and accordingly, our business, results of operations and financial condition could be materially adversely affected by further deterioration or a protracted extension of current macroeconomic challenges. Geopolitical instability, including wars and conflicts (including conflicts in Ukraine and the Middle East), actual and potential shifts in U.S. and foreign, trade, economic and other policies, as well as other global events, have significantly increased macroeconomic uncertainty at a global level. The macroeconomic environment is and has been characterized by record-high inflation, supply chain challenges, labor shortages, high interest rates, foreign currency exchange volatility, volatility in global capital markets and growing recession risk. Such economic volatility could adversely affect our business, financial condition, results of operations and cash flows, and future market disruptions could negatively impact us. Further, adverse macroeconomic conditions may affect our customers’ and prospective customers’ operations and financial condition and make it difficult for our customers and prospective customers to accurately forecast and plan future business activities, which may in turn cause our customers to limit their purchase orders or affect their ability to pay amounts owed to us in a timely manner or at all, or adversely affect prospective customers’ ability or willingness to purchase our products. An economic downturn or a recession or increased uncertainty may also lead to increased credit and collectability risks, higher borrowing costs or reduced availability of capital and credit markets, reduced liquidity, adverse impacts on our suppliers, failures of counterparties including financial institutions and insurers, asset impairments, and declines in the value of our financial instruments.

Pandemics, epidemics or disease outbreaks, may disrupt our business, including, among other things, our supply chain and production processes, each of which could materially affect our operations, liquidity, financial condition and results of operations. The actual or perceived effects of a disease outbreak, epidemic, pandemic or similar widespread public health concern could negatively affect our business, financial condition and results of operations. The occurrence of other widespread public health concerns (including a resurgence of the COVID-19 pandemic) in some markets could lead to the implementation of restrictions and impact our ability to perform critical functions. A shutdown of one or more of our manufacturing, warehousing or distribution facilities as a result of illness, government restrictions or other workforce disruptions or absenteeism, or reductions in capacity utilization levels, could result in us incurring additional direct costs and experiencing lost revenue. Illness, travel restrictions or workforce disruptions could negatively affect our supply chain, manufacturing, distribution or other business. These disruptions or our failure to effectively respond to them, could increase product or distribution costs, or cause delays or inability to deliver products to our customers. Disruptions to our supply chain in certain markets have occurred from time to time. Disruptions to our work force and supply chain could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Widespread public health concerns could materially impact our ability to meet the demands of our customers. The potential impact of widespread public health concerns on any of our supply, production or logistics providers could include, but is not limited to, problems with their respective businesses, finances, labor matters (including illness or absenteeism in workforce or closure due to positive testing), ability to source, import or secure ingredients and packaging, ability to transport products to our facilities, product quality issues, costs, production, insurance and reputation. Any of the foregoing could negatively affect the price and availability of our products and impact our supply chain. If disruptions caused by a widespread public health concern continue for an extended period of time, our ability to meet the demand for our products may be materially impacted.

We may not realize the benefits we expect from revenue growth management. We are utilizing formal revenue growth management practices to help us realize price in a more effective way. This data-driven approach addresses price strategy, price-pack architecture, promotion strategy, mix management, and trade strategies. Revenue growth management involves changes to the way we do business and may not always be accepted by our customers, consumers or third-party providers causing us not to realize the anticipated benefits. In addition, the complexity of the execution requires a substantial amount of management and operational resources. These and related demands on our resources may divert the organization's attention from other business issues and have adverse effects on existing business relationships with suppliers and customers. Any failure to execute revenue growth management in accordance with our plans, including as a result of our revenue growth management process, could adversely affect our business or financial condition.

Our results may be negatively impacted if consumers do not maintain their favorable perception of our brands. We have a number of iconic brands with significant value. Promoting and protecting the value of these brands is critical to the success of our business. Brand value is primarily based on consumer perceptions. Successful promotions and brand value enhancement depends in large part on our ability to provide high-quality products. Brand value could diminish significantly due to a number of factors, including consumer perception that we, or any of our employees or agents, have acted in an irresponsible manner, adverse publicity about our labor relations (whether or not valid), our products (whether or not valid), sponsorship or endorsement relationships (whether or not valid), our failure to maintain the quality of our products, the failure of our products or promotions to deliver consistently positive consumer experiences, the products becoming unavailable to consumers, or the failure to meet the nutrition expectations of our products or particular ingredients in our products (whether or not valid), including the perception of healthfulness of our products or their ingredients. In addition, due to our varied and geographically diverse consumer base, we must be responsive to local consumers, including when and how consumers consume food products and their desire for premium or value offerings and whether to provide an array of products that satisfy the broad spectrum of consumer preferences. Accordingly, we might fail to anticipate consumer preferences with respect to dietary trends or purchasing behaviors, invest sufficiently in maintaining, extending and expanding our brand image or achieve the desired effects of our marketing efforts or use data-driven marketing and advertising to reach consumers at the right time with the right message. The growing use of social and digital media platforms by consumers, Kellanova and third parties increases the speed and extent that information or misinformation and opinions can be shared. Negative posts or comments about Kellanova, our brands, our products, our labor relations or any of our employees or agents on social or digital media platforms could seriously damage our brands, reputation and brand loyalty, regardless of the information’s accuracy. Placement of our advertisements in digital media may also result in damage to our brands if the media itself experiences negative publicity itself. The harm may be immediate, and we may not be afforded an opportunity for redress or correction. Brand recognition and loyalty can also be impacted by the effectiveness of our advertising campaigns, marketing programs, influencers and sponsorships, as well as our use of social media. If we do not maintain the favorable perception of our brands, our results could be negatively impacted.

Business disruptions could have an adverse effect on our business, financial condition and results of operations. We manufacture and source products and materials on a global scale. We have a complex network of suppliers, owned manufacturing locations, contract manufacturer locations, warehousing and distribution networks and information systems that support our ability to provide our products to our customers consistently. Our ability to make, move and sell products globally is critical to our success. Factors that are hard to predict or beyond our control, such as product or raw material scarcity, workforce disruptions, weather (including any potential effects of climate change), natural disasters, water availability, fires or explosions, terrorism, political unrest, government restrictions, mandates or shutdowns, tariffs and other trade restrictions, cybersecurity breaches, health pandemics, disruptions in logistics, loss or impairment of key manufacturing sites, supplier capacity constraints, or strikes, could damage or disrupt our operations or our suppliers', their suppliers or our contract manufacturers' operations. If we do not effectively prepare for and respond to disruptions in our operations, for example, by finding alternative suppliers or replacing capacity at key manufacturing or distribution locations, or cannot quickly repair damage to our information, technology, production or supply systems, we may be late in delivering or unable to deliver products to our customers. If that occurs, we may lose our customers' confidence, and long-term consumer demand for our products could decline. In addition, insurance policies that may provide coverage with regard to such events may not cover any or all of the resulting financial losses. These events could adversely affect our business, financial condition and results of operations.

Many of our employees are covered by collectively-bargained agreements and other employees may seek to be covered by collectively-bargained agreements. Strikes or work stoppages and interruptions have occurred and could occur in the future if we are unable to renew these agreements on satisfactory terms or enter into new agreements on satisfactory terms, which could adversely impact our operating results.

In addition, we may be unable to meet the demand for our products during certain business disruptions. Short term or sustained increases in consumer demand at our retail customers may exceed our production capacity or otherwise strain our supply chain. We may face additional production disruptions in the future, which may place constraints on our ability to produce products in a timely manner or may increase our costs. Our failure to meet the demand for our products could adversely affect our business and results of operations.

Our businesses rely on independent third parties for the supply of materials for, and the manufacture of, many products. Our businesses could be materially affected if we fail to develop or maintain our relationships with these third parties, if any of these third parties is unable to fulfill its obligations to us, if any of these third parties fails to comply with governmental regulations applicable to the supply of materials for or the manufacturing of our products or if any of these third parties ceases doing business with us or goes out of business. Additionally, from time to time, we experience operational difficulties with these third parties, which may include increases in costs, reductions in

the availability of materials or production capacity, delays in the addition of incremental capacity, failures to meet shipment or production deadlines, including as a result of public health crises (such as the COVID-19 pandemic) and related governmental restrictions or mandates and any naturally occurring or climate change induced acute (including extreme weather and natural disasters) or chronic (including prolonged temperature and weather patterns) climatic events, fire and water stress, cybersecurity incidents, errors in complying with specifications and insufficient quality control. The inability of a third-party supplier or manufacturer to ship orders in a timely manner or in desirable quantities or to meet our safety, quality and social compliance standards or regulatory requirements could have a material adverse impact on our businesses, reputation, financial condition, results of operations and cash flows. In addition, certain of our relationships with third-party manufacturers and suppliers require us to purchase minimum volumes, and we could incur significant penalties if we do not purchase the minimum quantities required under these commitments.

We may not achieve our targeted cost savings and efficiencies from cost reduction initiatives. Our success depends in part on our ability to be an efficient producer in a highly competitive industry. We have invested a significant amount in capital expenditures to improve our operational facilities. Ongoing operational issues are likely to occur when carrying out major production, procurement, manufacturing or logistical changes and these, as well as any failure by us to achieve our planned cost savings and efficiencies, could have a material adverse effect on our business and consolidated financial position and on the consolidated results of our operations and profitability. Disruptions and uncertainties related to adverse macroeconomic conditions, including rising inflation and economic slowdowns or recessions, for a sustained period of time could result in delays or modifications to our strategic plans and other initiatives and hinder our ability to achieve our cost savings and productivity initiatives on the same timelines.

Structural and Organizational Risks

We may not realize the anticipated benefits from the separation of WK Kellogg Co, which could harm our business. On October 2, 2023, the Company completed the spin-off of WK Kellogg Co (the “separation”). The Company may incur significant additional expenses and challenges arising from and following the separation of the WK Kellogg Co business. The Company may not be able to achieve the full strategic, financial, operational, or other benefits that are expected to result from the separation and the anticipated benefits of the separation are based on a number of assumptions, some of which may prove incorrect. Additionally, stranded margins and a potential loss of synergies from the separation could negatively impact our results of operations, financial condition and cash flows. A failure to realize all or some of the expected benefits of the spin-off, or if such benefits are delayed, could result in a material adverse effect on our business, results of operations and financial condition.

As a separated company, our shares may not match some holders’ investment strategies or meet minimum criteria for inclusion in stock market indices or portfolios, which could cause certain investors to sell their shares, which could lead to declines in the trading price of our common stock. Further, there can be no assurance that the combined value of the shares of the two separated companies will be equal to or greater than what the value of our common stock would have been had the separation not occurred.

Further, in connection with the separation, we and WK Kellogg Co entered a separation and distribution agreement and various other agreements. The separation and distribution agreement provides for cross-indemnities between the Company and WK Kellogg Co for liabilities allocated to the respective party pursuant to the terms of such agreement. If WK Kellogg Co or its successor entities are unable to satisfy their obligations under these agreements, we could incur operational difficulties or losses. In addition, the terms of the separation include licenses and other arrangements to provide for certain ongoing use of intellectual property in the operations of both businesses. For example, both the Company and WK Kellogg Co retain the ability to make ongoing use of certain brands and other intellectual property. As a result of this continuing shared use of brands and other intellectual property, there is a risk that conduct or events adversely affecting the reputation of WK Kellogg Co could also adversely affect our reputation.

The separation could result in substantial tax liability to us and our stockholders. The Company received an opinion of counsel and a private letter ruling from the U.S. Internal Revenue Service (the “IRS”) regarding the qualification of the spin-off of WK Kellogg Co and certain related transactions as a transaction that is generally tax-free to the Company and the shareholders of the Company for U.S. federal income tax purposes. A tax opinion is not binding on the IRS or the courts, and there can be no assurance that the IRS or a court will not take a contrary position. In addition, the Company’s tax counsel and the IRS relied on certain assumptions, representations and undertakings, including those relating to the past and future conduct of our business, and the opinion would not be valid if such assumptions, representations and undertakings were incorrect. If the IRS ultimately determines that the spin-off is taxable, then the spin-off could be treated as a taxable dividend or capital gain to the Company’s shareholders for U.S. federal income tax purposes, and the Company could incur significant U.S. federal income tax

liabilities. In certain circumstances if future significant acquisitions of our stock or the stock of WK Kellogg Co are determined to be part of a plan or series of related transactions that included the spin-off, the distribution would be taxable to us (but not to the Company’s shareholders). In this event, the resulting tax liability could be substantial. In connection with the spin-off, the Company entered into a Tax Matters Agreement with WK Kellogg Co, pursuant to which WK Kellogg Co agreed to not enter into transactions that could cause the spin-off or any related transactions to be taxable to us and to indemnify us for any tax liability resulting from any such transaction. However, there can be no assurance that WK Kellogg Co would have the resources or liquidity required to indemnify the Company for any such tax liability. In addition, these potential tax liabilities may discourage, delay or prevent a change of control of the Company.

If we pursue strategic acquisitions, alliances, divestitures or joint ventures, we may not be able to successfully consummate favorable transactions or successfully integrate acquired businesses. From time to time, we may evaluate potential acquisitions, alliances, divestitures or joint ventures that would further our strategic objectives. With respect to acquisitions, we may not be able to identify suitable candidates, consummate a transaction on terms that are favorable to us, integrate the acquired business into our existing operations in a timely and cost-efficient manner, including implementation of enterprise-resource planning systems, or achieve expected returns, expected synergies and other benefits as a result of integration or other challenges, or may not achieve those objectives on a timely basis. Future acquisitions of foreign companies or new foreign ventures would subject us to local laws and regulations and could potentially lead to risks related to, among other things, increased exposure to foreign exchange rate changes, government price control, repatriation of profits and liabilities relating to the U.S. Foreign Corrupt Practices Act (the “FCPA”).

With respect to proposed divestitures of assets or businesses, we may encounter difficulty in finding acquirers or alternative exit strategies on terms that are favorable to us, which could delay the accomplishment of our strategic objectives, or our divestiture activities may require us to recognize impairment charges. Companies or operations acquired or joint ventures created may not be profitable or may not achieve sales levels and profitability that justify the investments made. Our corporate development activities may present financial and operational risks, including diversion of management attention from existing core businesses, integrating or separating personnel and financial and other systems, and adverse effects on existing business relationships with suppliers and customers. Future acquisitions could also result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to certain intangible assets and increased operating expenses, which could adversely affect our results of operations and financial condition.

To the extent we undertake divestitures in the future, we may face additional risks related to such activity. For example, risks related to our ability to find appropriate buyers, to execute transactions on favorable terms, to separate divested businesses from our remaining operations, and to effectively manage any transitional service arrangements. Any of these factors could materially and adversely affect our financial condition and operating results.

Further, our participation in joint ventures may cause our results of operations and cash flows to fluctuate for reasons unrelated to the underlying financial performance of the joint venture. The manner and extent to which the financial results of joint ventures are reflected in our consolidated financial statements depend upon how the ownership and governance of a particular joint venture is characterized under GAAP including assessing the financial and governance control of the joint venture. Changes at Kellanova unrelated to the joint venture, such as a change of control, may result in changes to how a joint venture is assessed under GAAP. If a joint venture that we currently consolidate in our financial statements becomes unconsolidated, or vice versa, this could have an adverse effect on our reported revenues, results of operations and/or cash flows.

We may not be able to attract, develop and retain the highly skilled people we need to support our business. We depend on the skills and continued service of key personnel, including our experienced management team. In addition, our ability to achieve our strategic and operating goals depends on our ability to identify, recruit, hire, train and retain qualified individuals, including, for example, individuals with e-commerce, digital marketing and data analytics capabilities and skilled labor in our manufacturing facilities. We compete with other companies both within and outside of our industry for talented personnel, and we may lose key personnel or fail to attract, recruit, train, develop and retain other talented personnel. Recruiting and retention of talent has become especially challenging in the current employment market. Any such loss, failure or negative perception with respect to these individuals may adversely affect our business or financial results. In addition, activities related to identifying, recruiting, hiring and integrating qualified individuals may require significant time and expense. We may not be able to locate suitable replacements for any key employees who terminate their employment, or offer employment to potential replacements on reasonable terms, each of which may adversely affect our business and

financial results. Additionally, changes in regional preferences, immigration laws and policies could also make it more difficult for us to recruit or relocate skilled employees.

Risks Related to Our Industry

Our results may be materially and adversely impacted as a result of increases in the price of raw materials, including agricultural commodities, packaging, fuel and labor. Agricultural commodities, including vegetable oils, wheat, corn, sugar, fruits and nuts, potato flakes, rice and cocoa, are the principal raw materials used in our products. Cartonboard, corrugated, and flexible packaging are the principal packaging materials used by us. The cost of such commodities may fluctuate widely due to government policy, regulation, and/or shutdown, import and export requirements (including tariffs), global geopolitical conditions (including war and conflicts, such as the conflicts in Ukraine and the Middle East), general economic conditions (including inflationary pressures), sanctions, drought and other weather conditions (including the potential effects of climate change), a pandemic illness, environmental or other sustainability regulation, or other unforeseen circumstances. Specifically, certain ingredients, packaging and other goods and services have been impacted by an unfavorable macroeconomic environment, including as a result of (among other things) labor shortages and inflationary pressures, and although we are unable to predict the impact to our ability to source such materials and services in the future, we expect some supply pressures and market disruptions to continue into 2024. To the extent that any of the foregoing factors affect the prices of such commodities and we are unable to increase our prices or adequately hedge against such changes in prices in a manner that offsets such changes, the results of our operations could be materially and adversely affected. In addition, we use derivatives to hedge price risk associated with forecasted purchases of raw materials. Our hedged price could exceed the spot price on the date of purchase, resulting in an unfavorable impact on both gross margin and net earnings. Also, sustained price increases may lead to declines in volume as competitors may not adjust their prices, or consumers may decide not to pay the higher prices or may increasingly purchase lower-priced offerings or forego some purchases altogether during an economic downturn or a recession or instances of increased inflationary pressures, which could lead to sales declines and loss of market share. In an inflationary environment, such as the current economic environment, depending on the market conditions of the food industry and the raising of interest rates by the United States Federal Reserve, we may be unable to raise the prices of our products enough to keep up with the rate of inflation, which would reduce our profit margins, and continued inflationary pressures could impact our business, financial condition, and results of operations. Food processing equipment at our facilities is regularly fueled by natural gas or propane, as well as electricity, oil and solar, which are obtained from local utilities, other local suppliers or onsite. Short-term stand-by propane and/or oil storage exists at several plants for use in case of interruption in natural gas supplies. In addition, considerable amounts of diesel fuel are used in connection with the distribution of our products. The cost of fuel may fluctuate widely due to economic and political conditions, government policy, regulation and/or shutdown, war, or other unforeseen circumstances which could have a material adverse effect on our consolidated operating results or financial condition.

Our results may be adversely affected by increases in transportation costs and reduced availability of or increases in the price of oil or other fuels. We rely on trucking and railroad operators to deliver incoming ingredients to our manufacturing locations and to deliver finished products to our customers. Shortages of truck drivers and railroad workers have contributed to increased freight costs, which has had a material and adverse effect on our business, financial condition and results of operations. In recent years, the cost of distribution generally increased due to an increase in transportation and logistics costs. Transportation costs are further increasing as a result of high levels of long-haul driver turnover and increased railroad traffic and service issues. Additionally, energy and fuel costs can fluctuate dramatically and, at times, have resulted in significant cost increases, particularly for the price of oil and gasoline.

We operate in the highly competitive food industry, including with respect to retail shelf space. We face competition across our product lines, including snacks, ready-to-eat cereals and other convenience foods, from other companies that have varying abilities to withstand changes in market conditions. The principal aspects of our business where we face competition include brand recognition, taste, nutritional value, price, promotion, innovation, shelf space, navigating the growing e- commerce marketplace, convenient ordering and delivery to the consumer and customer service. Most of our competitors have substantial financial, marketing, sales and other resources, and some of our competitors may spend more aggressively on advertising and promotional activities than we do. Our competition with other companies in our various markets and product lines could cause us to reduce prices, increase capital, marketing or other expenditures, or lose category share, any of which could have a material adverse effect on our business and financial results. Our ability to compete also depends upon our ability to predict, identify, and interpret the tastes and dietary habits of consumers and to offer products that appeal to those preferences. For example, certain weight loss drugs, which may suppress a person’s appetite, may cause competition in our product categories to increase, if consumers reduce purchases of certain types of foods or of food products altogether. There are inherent marketplace risks associated with new product or packaging introductions, including uncertainties about trade and consumer acceptance. If we do not succeed in offering

products that consumers want to buy, our sales and market share will decrease, resulting in reduced profitability. If we are unable to accurately predict which shifts in consumer preferences will be long-lasting, or are unable to introduce new and improved products to satisfy those preferences, our sales will decline. In addition, given the variety of backgrounds and identities of consumers in our consumer base, we must offer a sufficient array of products to satisfy the broad spectrum of consumer preferences.

Further, if the Company does not innovate and successfully to respond to shifting consumer demands, our business may suffer. Successful innovation depends on our ability to correctly anticipate customer and consumer acceptance and respond successfully to technological advances by and intellectual property rights of our competitors, and failure to do so could compromise our competitive position and impact our product sales, financial condition, and operating results.

In some cases, our competitors may be able to respond to changing business and economic conditions or consumer preferences more quickly than us. Category share and growth could also be adversely impacted if we are not successful in introducing new products, anticipating changes in consumer preferences with respect to dietary trends or purchasing behaviors or in effectively assessing, changing and setting proper pricing.

In addition, in nearly all of our product categories, we compete against branded products as well as private label products. Our products must provide higher value and/or quality to our consumers than alternatives, particularly during periods of economic uncertainty. Consumers may not buy our products if relative differences in value and/or quality between our products and private label products change in favor of competitors’ products or if consumers perceive this type of change. If consumers prefer private label products, which are typically sold at lower prices, then we could lose category share or sales volumes or shift our product mix to lower margin offerings, which could have a material effect on our business and consolidated financial position and on the consolidated results of our operations and profitability.

Further, our ability to compete may be limited by an inability to secure new retailers or maintain or add shelf and/or retail space for our products. There can be no assurance that retailers will provide sufficient, or any, shelf space, nor that online retailers will provide online access to, or adequate product visibility on, their platform. Unattractive placement or pricing may put our products at a disadvantage compared to those of our competitors. Even if we obtain shelf space or preferable shelf placement, our new and existing products may fail to achieve the sales expectations set by our retailers, potentially causing these retailers to remove our products from their shelves.

The changing retail environment and the growing presence of alternative retail channels, could negatively impact our sales and profits. Our businesses are largely concentrated in the traditional retail grocery trade. Our largest customer, Wal-Mart Stores, Inc. and its affiliates, accounted for approximately 15% of consolidated net sales during 2023, comprised principally of sales within the United States. No other customer accounted for greater than 10% of net sales in 2023. During 2023, our top five customers, collectively, including Wal-Mart, accounted for approximately 26% of our consolidated net sales and approximately 46% of U.S. net sales. There can be no assurances that our largest customers will continue to purchase our products in the same mix or quantities or on the same terms as in the past. As the retail grocery trade continues to consolidate and retailers become larger, our large retail customers have sought, and may continue to seek in the future, to use their position to improve their profitability through improved efficiency, lower pricing, increased promotional programs funded by their suppliers and more favorable terms. Such consolidation can continue to adversely impact our smaller customers’ ability to compete effectively, resulting in an inability on their part to pay for our products or reduced or canceled orders of our products. In addition, larger retailers have the scale to develop supply chains that permit them to operate with reduced inventories or to develop and market their own private label products. If we are unable to use our scale, marketing expertise, product innovation and category leadership positions to respond, our profitability or volume growth could be negatively affected. As a result of the consolidated nature of the retail environment, the loss of any large customer or severe adverse impact on the business operations of any large customer for an extended length of time could negatively impact our sales and profits.

Additionally, alternative retail channels, such as e-commerce retailers (including as a result of the integration of traditional and digital operations at key retailers), subscription services, discount and dollar stores, direct-to-consumer brands, drug stores and club stores, have continued to grow. This trend away from traditional retail grocery, and towards such channels, is expected to continue in the future. If we are not successful in expanding sales in alternative retail channels, our business or financial results may be negatively impacted. In particular, substantial growth in e-commerce has encouraged the entry of new competitors and business models, intensifying competition by simplifying distribution and lowering barriers to entry. The expanding presence of e-commerce retailers has impacted, and may continue to impact, consumer preferences and market dynamics, which in turn may negatively affect our sales or profits. In addition, these alternative retail channels may create consumer price deflation, affecting our large retail and wholesale customer relationships and presenting additional challenges to

increasing prices in response to commodity or other cost increases. Also, if these alternative retail channels, such as e-commerce retailers were to take significant share away from traditional retailers that could have a flow over effect on our business and our financial results could be negatively impacted.

Our consolidated financial results and demand for our products are dependent on the successful development of new products and processes, identification of changing consumer and customer preferences and behaviors, and meeting these preferences and behaviors. There are a number of trends in consumer preferences which may impact us and the industry as a whole. These include changing consumer dietary trends and consumer concerns regarding the health effects of ingredients such as sodium, trans fats, genetically modified organisms, sugar, or other product ingredients or attributes, and the availability of substitute products. Our success is dependent on anticipating changes in consumer preferences and on successful new product and process development and product relaunches in response to such changes. Trends within the food industry change often, and failure to identify and react to changes in these trends could lead to, among other things, reduced loyalty, reduced demand and price reductions for our brands and products. Additionally, certain weight loss drugs, which may suppress a person’s appetite, may impact demand for our products. We aim to introduce products or new or improved production processes on a timely basis in order to counteract obsolescence and decreases in sales of existing products. While we devote significant focus to the development of new products and to the research, development and technology process functions of our business, we may not be successful in developing new products or our new products may not be commercially successful. In addition, if sales generated by new products cause a decline in sales of the Company's existing products, the Company's financial condition and results of operations could be materially adversely affected. Our future results and our ability to maintain or improve our competitive position will depend on our capacity to gauge the direction of our key markets and upon our ability to successfully identify, develop, manufacture, market and sell new or improved products in these changing markets, including through the expansion into complementary product categories.

Adverse changes in the global climate or extreme weather conditions could adversely affect our business or operations. As set forth in the Intergovernmental Panel on Climate Change Fifth Assessment Report, there is continuing scientific evidence, as well as concern from members of the general public, that emissions of greenhouse gases and contributing human activities have caused and will continue to cause significant changes in global temperatures and weather patterns and increase the frequency or severity of weather events, wildfires and flooding. As the pressures from climate change and global population growth lead to increased demand, the food system and global supply chain is becoming increasingly vulnerable to acute shocks, leading to increased prices and volatility, especially in the energy and commodity markets. Adverse changes such as these could (i) unfavorably impact the cost or availability of raw or packaging materials, especially if such events have a negative impact on agricultural productivity or on the supply of water, (ii) disrupt production schedules and our ability, or the ability of our suppliers or contract manufacturers, to manufacture or distribute our products, (iii) reduce crop size or quality, (iv) disrupt the retail operations of our customers, or (v) unfavorably impact the demand for, or the consumer's ability to purchase, our products.

Additionally, we face climate-related transition risks, including new legislation and regulation aimed at addressing climate change and shifts in market preferences for more sustainable products and services. There is an increased focus by foreign, federal, state and local regulatory and legislative bodies regarding environmental policies relating to climate change, regulating greenhouse gas emissions, energy policies and sustainability, including single use plastics. This new or increased focus may result in new or increasingly stringent laws and regulations that could increase the risk that we are subject to litigation or government enforcement actions and require us to incur increased legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly, and place strain on our personnel, systems and resources. In particular, increasing regulation of fuel emissions could substantially increase the distribution and supply chain costs associated with our products. In addition, consumers and customers may put an increased priority on purchasing products that are sustainably grown and made, requiring us to incur increased costs for additional transparency, due diligence and reporting. Our business may face increased scrutiny from the investment community, customers, consumers, employees,

activists, media, regulators and other stakeholders related to our sustainability initiatives, including the goals, targets

and objectives that we announce, and our methodologies and timelines for pursuing them. Any failure to meet or delay in meeting, or perceived failure to meet or delay in meeting, stakeholder expectations on environmental or sustainability matters or any perception of a failure to act responsibly with respect to the environment could lead to adverse publicity, which could damage our reputation, which in turn could adversely impact our financial results or our ability to raise capital, as well as expose us to regulatory and legal risks. As a result, climate change as well as actions taken to mitigate climate change could negatively affect our business and operations.

Risks Related to Our Operations

A shortage in the labor pool, failure to successfully negotiate collectively bargained agreements, or other general inflationary pressures or changes in applicable laws and regulations could increase labor cost, which could have a material adverse effect on our consolidated operating results or financial condition. Our labor costs include the cost of providing benefits for employees. We sponsor a number of benefit plans for employees in the United States and various foreign locations, including pension, retiree health and welfare, active health care, severance and other post-employment benefits. We also participate in multiemployer pension plans for certain of our manufacturing locations. Our major pension plans and U.S. collectively bargained retiree health and welfare plans are funded with trust assets invested in a globally diversified portfolio of equity securities with smaller holdings of bonds, real estate and other investments. The annual cost of benefits can vary significantly from year to year and is materially affected by such factors as changes in the assumed or actual rate of return on major plan assets, a change in the weighted-average discount rate used to measure obligations, the rate or trend of health care cost inflation, and the outcome of collectively-bargained wage and benefit agreements. Many of our employees are covered by collectively-bargained agreements and other employees may seek to be covered by collectively-bargained agreements. Strikes or work stoppages and interruptions have occurred and could occur in the future at any collectively-bargained location if we are unable to renew our current collective bargaining agreements on satisfactory terms or enter into new agreements on satisfactory terms, which could adversely impact our operating results. The terms and conditions of existing, renegotiated or new agreements could also increase our costs or otherwise affect our ability to fully implement future operational changes to enhance our efficiency. Furthermore, we rely on access to competitive, local labor supply, including skilled and unskilled positions, to operate our business consistently and reliably. We may encounter difficulty recruiting sufficient numbers of personnel at acceptable wage and benefit levels due to the competitive labor market. Our inability to attract, develop and retain the personnel necessary for the efficient operation of our business could result in higher costs and decreased productivity and efficiency, which may have a material adverse effect on our performance.

Multiemployer pension plans could adversely affect our business. We participate in “multiemployer” pension plans administered by labor unions representing some of our U.S. based employees. We make periodic contributions to these plans to allow them to meet their pension benefit obligations to their participants. Our required contributions to these funds could increase because of a shrinking contribution base as a result of the insolvency or withdrawal of other companies that currently contribute to these funds, inability or failure of withdrawing companies to pay their withdrawal liability, lower than expected returns on pension fund assets or other funding deficiencies. In the event that we withdraw from participation in one of these plans, then applicable law could require us to make withdrawal liability payments, and we would have to reflect that as an expense in our consolidated statement of operations and as a liability on our consolidated balance sheet. Our withdrawal liability obligation to a multiemployer plan would depend, in part, on the extent of the plan’s funding of vested benefits. In the ordinary course of our renegotiation of collective bargaining agreements with labor unions that maintain these plans, we may decide to discontinue participation in a plan, and in that event, we could face a withdrawal liability. One of the multiemployer plans in which we participate is reported to have significant underfunded liabilities. Such underfunding could impact the size of our potential withdrawal liability.

Our postretirement benefit-related costs and funding requirements could increase as a result of volatility in the financial markets, changes in interest rates and actuarial assumptions. Increases in the costs of postretirement medical and pension benefits may continue and could negatively affect our business as a result of increased usage of medical benefits by retired employees and medical cost inflation, an increase in participants enrolled, the effect of potential declines in the stock and bond markets on the performance of our pension and post-retirement plan assets, potential reductions in the discount rate used to determine the present value of our benefit obligations, and changes to our investment strategy that may impact our expected return on pension and post-retirement plan assets assumptions. U.S. generally accepted accounting principles require that we calculate income or expense for the plans using actuarial valuations. These valuations reflect assumptions about financial markets and interest rates, which may change based on economic conditions. The Company’s accounting policy for defined benefit plans may subject earnings to volatility due to the recognition of actuarial gains and losses, particularly those due to the change in the fair value of pension and post-retirement plan assets and interest rates. In addition, funding requirements for our plans may become more significant. However, the ultimate amounts to be contributed are dependent upon, among other things, interest rates, underlying asset returns, and the impact of legislative or regulatory changes related to pension and post-retirement funding obligations.

We use available borrowings under the credit facilities and other available debt financing for cash to operate our business, which subjects us to market and counter-party risk, some of which is beyond our control. In addition to cash we generate from our business, our principal existing sources of cash are borrowings available under our credit facilities and other available debt financing. If our access to such financing was

unavailable or reduced, or if such financing were to become significantly more expensive for any reason, we may not be able to fund daily operations, which would cause material harm to our business or could affect our ability to operate our business as a going concern. In addition, if certain of our lenders experience difficulties that render them unable to fund future draws on the facilities, we may not be able to access all or a portion of these funds, which could have similar adverse consequences.

We utilize extended payment terms for customers supplemented with receivable sales programs (or “monetization programs”). We also utilize accounts payable tracking systems, which facilitate participating suppliers’ ability to monitor and, if elected at their discretion, sell payment obligations from the Company to designated third-party financial institutions. Together, these programs assist in helping to effectively managing our core working capital. If the extension of customer payment terms is reversed, if we shorten supplier payment terms through negotiation or due to regulation, or if financial institutions terminate their participation in these programs, our ability to maintain current levels of core working capital could be adversely impacted. Our principal source of liquidity is operating cash flows supplemented by borrowings for major acquisitions and other significant transactions. In order to mitigate the net working capital impact of offering extended customer payment terms, we entered into agreements to sell, on a revolving basis, certain trade accounts receivable balances to third party financial institutions (Monetization Programs). In addition, we have agreements with third parties (Accounts Payable Tracking Systems) to offer structured payables programs to our suppliers. Participating suppliers may, if elected at their discretion, make offers to sell one or more payment obligations of the Company prior to their scheduled due dates at a discounted price to participating financial institutions. If financial institutions were to terminate their participation in the Monetization Programs and we are not able to modify related customer payment terms, working capital could be negatively impacted. Additionally, working capital could be negatively impacted if we shorten our supplier payment terms as a result of supplier negotiations or as a result of regulations regarding payment terms. For suppliers participating in the Accounts Payable Tracking Systems, financial institutions may terminate their participation or we could experience a downgrade in our credit rating that could result in higher costs to suppliers. If working capital is negatively impacted as a result of these events and we were unable to secure alternative programs, we may have to utilize our various financing arrangements for short-term liquidity or increase our long-term borrowings.

We have a substantial amount of indebtedness. We have indebtedness that is substantial in relation to our shareholders’ equity, and we may incur additional indebtedness in the future, or enter into off-balance sheet financing, which would increase our leverage risks. As of December 30, 2023, we had total debt of approximately $5.9 billion and total Kellanova equity of $3.2 billion. Our substantial indebtedness could have important consequences, including (i) impairing the ability to access global capital markets to obtain additional financing for working capital, capital expenditures or general corporate purposes, particularly if the ratings assigned to our debt securities by rating organizations were revised downward or if a rating organization announces that our ratings are under review for a potential downgrade, (ii) a downgrade in our credit ratings, particularly our short-term credit rating, would likely reduce the amount of commercial paper we could issue, increase our commercial paper borrowing costs, or both, (iii) restricting our flexibility in responding to changing market conditions or making us more vulnerable in the event of a general downturn in economic conditions or our business, (iv) requiring a substantial portion of the cash flow from operations to be dedicated to the payment of principal and interest on our debt, reducing the funds available to us for other purposes such as expansion through acquisitions, paying dividends, repurchasing shares, marketing and other spending and expansion of our product offerings, (v) and causing us to be more leveraged than some of our competitors, which may place us at a competitive disadvantage. Our ability to make scheduled payments or to refinance our obligations with respect to indebtedness or incur new indebtedness will depend on our financial and operating performance, which in turn, is subject to prevailing economic conditions, the availability of, and interest rates on, short-term financing, and financial, business and other factors beyond our control.

An impairment of the carrying value of goodwill or other acquired intangibles could negatively affect our consolidated operating results and net worth. The carrying value of goodwill represents the fair value of acquired businesses in excess of identifiable assets and liabilities as of the acquisition date. The carrying value of other intangibles represents the fair value of trademarks, trade names, and other acquired intangibles as of the acquisition date. Goodwill and other acquired intangibles expected to contribute indefinitely to our cash flows are not amortized, but must be evaluated by management at least annually for impairment. If carrying value exceeds current fair value, the intangible is considered impaired and is reduced to fair value via a charge to earnings. Factors which could result in an impairment include, but are not limited to: (i) reduced demand for our products; (ii) higher commodity prices; (iii) lower prices for our products or increased marketing as a result of increased competition; and (iv) significant disruptions to our operations as a result of both internal and external events. Should the value of one or more of the acquired intangibles become impaired, our consolidated earnings and net worth may

be materially adversely affected. For example, as a result of the annual impairment testing in 2023 the Company recognized a non-cash impairment of $34 million in selling, general and administrative expense related to a brand in the North America operating segment that relates to snack category products. Any significant sustained adverse change in consumer purchasing behaviors, government restrictions, financial results, or macroeconomic conditions could result in future impairments.

As of December 30, 2023, the carrying value of intangible assets totaled approximately $7.0 billion, of which $5.2 billion was goodwill and $1.8 billion represented trademarks, tradenames, and other acquired intangibles compared to total assets of $15.6 billion and total Kellanova equity of $3.2 billion.

Risks Related to Regulations and Litigation

We face risks related to tax matters, including changes in tax rates, disagreements with taxing authorities and imposition of new taxes. The Company is subject to taxes in the U.S. and numerous foreign jurisdictions where the Company’s subsidiaries are organized. Due to economic and political conditions (including shifts in the geopolitical landscape), tax rates in the U.S. and various foreign jurisdictions have been and may be subject to significant change. The future effective tax rate could be effected by changes in mix of earnings in countries with differing statutory tax rates, changes in valuation of deferred tax asset and liabilities, or changes in tax laws or their interpretation which includes the Tax Cuts and Jobs Act (the “U.S. Tax Reform”) and contemplated changes in other countries of long-standing tax principles if finalized and adopted could have a material impact on our income tax expense and deferred tax balances. The Organization for Economic Cooperation and Development (OECD) has introduced a framework to implement a global minimum corporate income tax. Several countries in which we operate have adopted, and others are in the process of introducing and finalizing legislation to implement the global minimum corporate income tax. Many aspects of the framework will be effective for tax years beginning in January 2024, with certain remaining impacts to be effective in 2025. While we do not expect the global minimum corporate income tax to have a material impact to our effective tax rate in 2024, as the OECD releases additional guidance and countries implement legislation, we will continue to analyze any potential impacts. To the extent that additional OECD and legislative changes take place in countries we operate, it is possible the changes may adversely impact our effective tax rate. We are also subject to regular reviews, examinations and audits by the Internal Revenue Service and other taxing authorities with respect to taxes inside and outside of the U.S. Although we believe our tax estimates are reasonable, if a taxing authority disagrees with the positions we have taken, we could face additional tax liability, including interest and penalties. There can be no assurance that payment of such additional amounts upon final adjudication of any disputes will not have a material impact on our results of operations and financial position. We also need to comply with new, evolving or revised tax laws and regulations. The enactment of or increases in tariffs, including value added tax, or other changes in the application of existing taxes, in markets in which we are currently active, or may be active in the future, or on specific products that we sell or with which our products compete, may have an adverse effect on our business or on our results of operations.

If our food products become adulterated, misbranded or mislabeled, we might need to recall those items and may experience regulatory enforcement and product liability claims if consumers are injured or damaged as a result. Selling food products involves a number of legal, regulatory and other risks, including product contamination, foreign objects, food-borne illnesses, spoilage, product tampering, allergens, or other adulteration, which could result in product liability claims. We may need to recall some of our products if they become adulterated or misbranded. We may also be liable if the consumption of any of our products causes injury, illness or death. A widespread product recall or market withdrawal could result in significant losses due to their costs, the destruction of product inventory, and lost sales due to the unavailability of product for a period of time. We could also suffer losses from a significant product liability or consumer fraud judgment against us. In addition, we could be the target of claims that our advertising is false or deceptive under U.S. federal and state laws as well as foreign laws, including federal and state consumer protection statutes. Allegations of consumer fraud may result in fines, settlements and litigation expenses. A significant product recall, product liability or consumer fraud case could also result in adverse publicity, damage to our reputation, and a loss of consumer confidence in our food products, which could have a material adverse effect on our business results and the value of our brands. Moreover, even if a product liability or consumer fraud claim is meritless, does not prevail or is not pursued, the negative publicity surrounding assertions against our company and our products or processes could adversely affect our reputation or brands. We could also be adversely affected if consumers lose confidence in the safety and quality of certain food products or ingredients, or the food safety system generally. If another company recalls or experiences negative publicity related to a product in a category in which we compete, consumers might reduce their overall consumption of products in this category. Adverse publicity about these types of concerns, whether or not valid, may discourage consumers from buying our products or cause production and delivery disruptions.

Evolving tax, advertising, environmental, licensing, labeling, trade, food quality and safety, intellectual property, data privacy, artificial intelligence, or other regulations or failure to comply with existing regulations and laws could have a material adverse effect on our consolidated financial condition. Our

activities and products, including our operation of our manufacturing facilities, both in and outside of the United States, are subject to regulation by various federal, state, provincial and local laws, regulations and government agencies, including the U.S. Food and Drug Administration, U.S. Federal Trade Commission, the U.S. Departments of Agriculture, Commerce and Labor, U.S. Customs and Border Protection, as well as similar and other authorities outside of the United States, International Accords and Treaties and others, including voluntary regulation by other bodies. Legal and regulatory systems can change quickly. In addition, legal and regulatory systems in emerging and developing markets may be less developed, and less certain. These laws and regulations and interpretations thereof may change, sometimes dramatically, as a result of a variety of factors, including political, economic, regulatory or social events. In addition, the enforcement of remedies in certain foreign jurisdictions may be less certain, resulting in varying abilities to enforce intellectual property and contractual rights.

The manufacturing, marketing and distribution of food products are subject to governmental regulations that impose additional regulatory requirements. Those regulations control such matters as food quality and safety (including the condition and operation of our manufacturing facilities where food is processed), ingredients, advertising and marketing (including, among other limitations, restricting the age of consumers to whom products are marketed and data privacy requirements), product or production requirements, labeling, sustainability of packaging (including plastics), import or export of our products or ingredients, relations with distributors and retailers, health and safety, the environment, and restrictions on the use of government programs, such as Supplemental Nutritional Assistance Program and the Special Supplemental Nutrition Program for Women, Infants and Children, to purchase certain of our products.

The marketing of food products has come under increased regulatory scrutiny in recent years, and the food industry has been subject to an increasing number of proceedings and claims relating to alleged false or deceptive labeling and marketing under federal, state and foreign laws or regulations. We are also regulated with respect to matters such as licensing requirements, trade and pricing practices, tax, anti-corruption standards, advertising and claims, data privacy, and environmental matters. The need to comply with new, evolving or revised tax, environmental, food quality and safety, labeling, data privacy, or other laws or regulations, or new, evolving or changed interpretations or enforcement of existing laws or regulations, may have a material adverse effect on our business and results of operations. Governmental and administrative bodies within the U.S. are considering a variety of trade and other regulatory reforms. Changes in legal or regulatory requirements (such as new food safety requirements and revised nutrition facts labeling, including front of pack labeling, and serving size regulations, and new corporate sustainability reporting requirements in the EU and elsewhere), or evolving interpretations of existing legal or regulatory requirements, may result in increased compliance costs, capital expenditures and other financial obligations that could adversely affect our business or financial results. If we are found to be out of compliance with applicable laws and regulations in these areas, we could be subject to civil remedies, including fines, injunctions, termination of necessary licenses or permits, or recalls, as well as potential criminal sanctions, any of which could have a material adverse effect on our business. Even if regulatory review does not result in these types of determinations, it could potentially create negative publicity or perceptions which could harm our business or reputation.

Modifications to international trade policy, including the ratification of the United States-Mexico-Canada Agreement, changes in the European Union (such as Brexit), or the imposition of increased or new tariffs, quotas or trade barriers on key commodities with other countries could have a negative impact on us or the industries we serve, including as a result of related uncertainty, and could materially and adversely impact our business, financial condition, results of operations and cash flows. Higher duties on existing tariffs or additional tariffs imposed by the United States on a broader range of imports, or further retaliatory trade measures taken by China or other countries in response, could result in an increase in supply chain costs that we are not able to offset.

Our operations in certain emerging markets expose us to political, economic and regulatory risks. Our growth strategy depends in part on our ability to expand our operations in emerging markets. However, some emerging markets have greater political, economic and currency volatility and greater vulnerability to infrastructure and labor disruptions than more established markets. In many countries outside of the United States, particularly those with emerging economies, it may be common for others to engage in business practices prohibited by laws and regulations with extraterritorial reach, such as the FCPA and the UKBA, or local anti-bribery laws. These laws generally prohibit companies and their employees, contractors or agents from making improper payments to government officials, including in connection with obtaining permits or engaging in other actions necessary to do business. Failure to comply with these laws could subject us to civil and criminal penalties that could materially and adversely affect our reputation, financial condition and results of operations. In addition, competition in emerging markets is increasing as our competitors grow their global operations and low cost local manufacturers expand and improve their production capacities. Our success in emerging markets is critical to our growth strategy. If we cannot

successfully increase our business in emerging markets and manage associated political, economic and regulatory risks, our product sales, financial condition and results of operations could be materially and adversely affected.

Risks Related to Our Intellectual Property and Technology

Technology failures, cyber incidents, security incidents, privacy breaches or data breaches could disrupt our operations or reputation and negatively impact our business. We increasingly rely on information technology systems and third-party service providers, including through the internet, to process, transmit, and store electronic information. For example, our production and distribution facilities and inventory management utilize information technology to increase efficiencies and limit costs. Information technology systems are also integral to the reporting of our results of operations. Furthermore, a significant portion of the communications between, and storage of personal information of, our personnel, customers, consumers and suppliers depends on information technology. Our information technology systems, and the systems of the parties we communicate and collaborate with, may be vulnerable to a variety of interruptions, such as a result of our employees working remotely, the updating of our enterprise platform or due to events beyond our or their control, including, but not limited to, network or hardware failures, malicious or disruptive software, unintentional or malicious actions of employees or contractors, cyberattacks by common hackers, criminal groups or nation-state organizations or social-activist (hacktivist) organizations, geopolitical events, natural disasters, a pandemic illness, failures or impairments of telecommunications networks, or other catastrophic events.

Moreover, our computer systems have been, and will likely continue to be subjected to computer viruses, malware, ransomware or other malicious codes, social engineering attacks, unauthorized access attempts, password theft, physical breaches, employee or inside error, malfeasance and cyber- or phishing-attacks. Cyber threats are constantly evolving, are becoming more sophisticated and are being made by groups and individuals with a wide range of expertise and motives, and this increases the difficulty of detecting and successfully defending against them. While we have implemented physical, administrative, and technical controls and taken other preventive actions, such as the maintenance of an information security program that includes updating our technology and security policies, insurance, employee training, and monitoring and routinely testing our information technology systems to reduce the risk of cyber incidents and protect our information technology; however, these measures may be insufficient to prevent physical and electronic break-ins, cyber-attacks or other security breaches to our computer systems. Further, the Company (or third parties it relies on) may not be able to fully, continuously, and effectively implement security controls as intended. We utilize a risk-based approach and judgment to determine the security controls to implement and it is possible we may not implement appropriate controls if we do not recognize or underestimate a particular risk. In addition, security controls, no matter how well designed or implemented, may only mitigate and not fully eliminate risks. Moreover, events detected by security tools or third parties may not always be immediately understood or acted upon. These events could compromise our confidential information, impede or interrupt our business operations, and may result in other negative consequences, including remediation costs, loss of revenue, litigation and reputational damage. If a security incident, breach or other breakdown results in disclosure of confidential or personal information, we may suffer reputational, competitive and/or business harm. To date, we have not experienced a material breach of cyber security. For more information regarding the Company's cybersecurity activities, see Item 1C of this Annual Report on Form 10-K.

The Company offers promotions, rebates, customer loyalty and other programs through which it may receive personal information, and it or its vendors could experience cyber incidents, security incidents, privacy breaches, data breaches, security breaches or other incidents that result in unauthorized disclosure of consumer, customer, employee or Company information. The Company must also successfully integrate the technology systems of acquired companies into the Company’s existing and future technology systems. In addition, we must comply with increasingly complex and rigorous regulatory standards enacted to protect business and personal information in the United States and other jurisdictions regarding privacy, data protection, and data security, including those related to the collection, storage, handling, use, disclosure, transfer, and security of personal information. There continues to be significant uncertainty with respect to compliance with such privacy and data protection laws and regulations, including with respect to the European Union General Data Protection Regulation (the “GDPR”) and the California Consumer Privacy Act of 2018 (the “CCPA”) and the California Privacy Rights Act because these laws are continuously evolving and developing and may be interpreted and applied differently from jurisdiction to jurisdiction and may create inconsistent or conflicting requirements. In the United States, several other states have introduced or passed similar privacy legislation, which may impose varying standards and requirements on our data collection, use and processing activities. Our efforts to comply with privacy and data protection laws, including the GDPR, CCPA and CPRA, may impose significant costs and challenges that are likely to increase over time.

If the Company suffers a loss as a result of a breach or other breakdown in its technology, including such cyber incidents, security incidents, privacy breaches, data breaches, security breaches, issues with or errors in system

maintenance or security, migration of applications to the cloud, power outages, hardware or software failures, denial of service, telecommunication or other incident involving one of the Company's vendors, that result in unauthorized disclosure or significant unavailability of business, financial, personal or stakeholder information, the Company may suffer reputational, competitive and/or business harm and may be exposed to legal liability and government investigations, which may adversely affect the Company's results of operations and/or financial condition. The misuse, leakage or falsification of information could result in violations of data privacy laws and the Company may become subject to legal action and increased regulatory oversight. The Company could also be required to spend significant financial and other resources to remedy the damage caused by a security incident or security breach or to repair or replace networks and information systems. In addition, if the Company's suppliers or customers experience such a security incident, security breach or unauthorized disclosure or system failure, their businesses could be disrupted or otherwise negatively affected, which may result in a disruption in the Company's supply chain or reduced customer orders, which would adversely affect the Company's business operations. We have also outsourced several information technology support services and administrative functions to third-party service providers, including cloud-based service providers, and may outsource other functions in the future to achieve cost savings and efficiencies. If these service providers do not perform effectively due to breach or system failure, we may not be able to achieve the expected benefits and our business may be disrupted.

Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products and brands. Our intellectual property rights are a significant and valuable aspect of our business and include trademarks, patents, trade secrets, and copyrights owned or licensed under certain licensing agreements. We attempt to protect these intellectual property rights using the appropriate laws and agreements including licenses, development agreements, nondisclosure agreements, and assignments. We also police third party misuses of our intellectual property in traditional retail and digital environments. Our failure to obtain or adequately protect our intellectual property rights may diminish our competitiveness and could materially harm our business. Similarly, changes in applicable laws or other changes that serve to lessen or remove the current legal protections of our intellectual property, may also diminish our competitiveness and could materially harm our business. We may be unaware of intellectual property rights of others that may cover some of our technology, brands or products or operations. In addition, if, in the course of developing new products or improving the quality of existing products, we are found to have infringed the intellectual property rights of others, directly or indirectly, such finding could have an adverse impact on our business, financial condition or results of operations and may limit our ability to introduce new products or improve the quality of existing products. Any litigation regarding intellectual property rights could be costly and time-consuming and could divert the attention of our management and key personnel from our business operations. Third party claims of intellectual property infringement might also require us to enter into costly license agreements. We also may be subject to significant damages or injunctions against development and sale of certain products.

General Risk Factors

We are subject to risks generally associated with companies that operate globally. We are a global company and generated almost half of our net sales for both 2023 and 2022 outside the United States. We manufacture our products in 21 countries and have operations in more than 180 countries, so we are subject to risks inherent in multinational operations. Those risks include (i) compliance with U.S. laws affecting operations outside of the United States, such as OFAC trade sanction regulations and Anti-Boycott regulations, (ii) compliance with anti-corruption laws, including the FCPA and UK Bribery Act (the “UKBA”), (iii) compliance with antitrust and competition laws, data privacy laws, and a variety of other local, national and multi-national regulations and laws in multiple regimes, (iv) changes in tax laws, interpretation of tax laws and tax audit outcomes, (v) fluctuations or devaluations in currency values, especially in emerging markets, (vi) changes in capital controls, including currency exchange controls, government currency policies or other limits on our ability to import raw materials or finished product or repatriate cash from outside the United States, (vii) changes in local regulations and laws, the lack of well-established, reliable and/or impartial legal systems in certain countries in which we operate and the uncertainty of enforcement of remedies in such jurisdictions, and foreign ownership restrictions and the potential for nationalization or expropriation of property or other resources, (viii) laws relating to information security, privacy (including the GDPR), cashless payments, and consumer protection, (ix) the ongoing longer-term impact of changes in international trade policies (including Brexit) on the local and international markets, the flow of goods and materials across borders, and political environments, (x) discriminatory or conflicting fiscal policies, (xi) challenges associated with cross-border product distribution, (xii) increased sovereign risk, such as default by or deterioration in the economies and credit worthiness of local governments, (xiii) varying abilities to enforce intellectual property, contractual, and other legal rights, (xiv) greater risk of uncollectible accounts and longer collection cycles, (xv) loss of ability to manage our operations in certain markets which could result in the deconsolidation of such businesses, (xvi) design and implementation of effective control environment processes across our diverse operations and employee base, (xvii) imposition of more or new tariffs, quotas, trade barriers, price controls, and similar restrictions in the countries in which we or our suppliers or manufacturers operate or regulations, taxes or policies that might negatively affect our

sales, (xviii) changes in trade policies and trade relations, (xix) greater risk of uncollectible accounts or trade receivables and longer collection cycles, and (xx) political sentiment impacting global trade, including the willingness of non-U.S. consumers to purchase from U.S. corporations.

In addition, political and economic changes or volatility, geopolitical regional conflicts, terrorist activity, political unrest and government shutdowns, civil strife, acts of war, public corruption, expropriation and other economic or political or social uncertainties could interrupt and negatively affect our business operations or customer demand. The slowdown in economic growth or high unemployment in some emerging markets could constrain consumer spending, and declining consumer purchasing power could adversely impact our profitability. Dynamics associated with the federal and state debt and budget challenges in the United States could adversely affect us. All of these factors could result in increased costs or decreased revenues, and could materially and adversely affect our product sales, financial condition and results of operations. There may be uncertainty as a result of key global events during 2023 that are expected to continue throughout 2024. For example, rising interest rates and inflation, recessionary pressures, geopolitical uncertainty, including wars and conflicts, fiscal and monetary policy uncertainty, international trade disputes, as well as ongoing terrorist activity, may adversely impact global stock markets (including The New York Stock Exchange on which our common shares are traded) and general global economic conditions. All of these factors are outside of our control but may nonetheless cause us to adjust our strategy in order to compete effectively in global markets.

Our performance is affected by general economic, political and social conditions and taxation policies. Customer and consumer demand for our products may be impacted by the negative impacts caused by pandemics and public health crises, recession, financial and credit market disruptions, government shutdowns or other economic downturns in the United States or other nations. Our results in the past have been, and in the future may continue to be, materially affected by changes in general economic, political and social conditions in the United States and other countries, including the interest rate environment in which we conduct business, the financial markets through which we access capital and currency, trade policy, political and social unrest and terrorist acts in the United States or other countries in which we carry on business.

Deteriorating economic conditions in our major markets, such as inflation, economic slowdowns or recessions, increased unemployment, decreases in disposable income, declines in consumer confidence, could result in reductions in sales of our products, reduced acceptance of innovations, and increased price competition. Such deterioration in any of the countries in which we do business could also cause slower collections on accounts receivable which may adversely impact our liquidity and financial condition.

Financial institutions may be negatively impacted by economic conditions, including rising inflation and interest rates, and may consolidate or cease to do business which could result in a tightening in the credit markets, a low level of liquidity in many financial markets, and increased volatility in fixed income, credit, currency and equity markets. Adverse macroeconomic conditions have increased volatility and pricing in the capital markets and as a result, we may not have access to preferred sources of liquidity when needed or on terms we find acceptable, causing our borrowing costs could increase. An economic or credit crisis could impair credit availability and our ability to raise capital when needed. A disruption in the financial markets may have a negative effect on our derivative counterparties and could impair our banking or other business partners, on whom we rely for access to capital and as counterparties to our derivative contracts. Any of these events would likely harm our business, results of operations and financial condition.

Our operations face significant foreign currency exchange rate exposure and currency restrictions which could negatively impact our operating results. We hold assets and incur liabilities, earn revenue and pay expenses in a variety of currencies other than the U.S. dollar, including the euro, British pound, Australian dollar, Canadian dollar, Mexican peso, Brazilian real, and Nigerian naira. Because our consolidated financial statements are presented in U.S. dollars, we must translate our assets, liabilities, revenue and expenses into U.S. dollars at then-applicable exchange rates and face exposure to adverse movements in foreign currency exchange rates. For example, during the second quarter of 2023, the Nigerian government removed certain currency restrictions over the Nigerian Naira leading to a significant decline in the exchange rate of the Naira to the U.S. dollar on the official market in Nigeria. As a result of this decline in the exchange rate, the U.S. dollar value of the assets, liabilities, expenses and revenues of our Nigerian business in our consolidated financial statements decreased significantly compared to prior periods.

Geopolitical and international regulatory events, uncertainty or other factors may have a negative effect on global economic conditions, financial markets and our business. Global political uncertainties, disruptions or major regulatory or policy changes, and/or the enforcement thereof may affect our business, financial performance, operations or products, including the ongoing impact of changes in international trade policies (for example, the United Kingdom’s exit from the European Union). While trading through Brexit has become normal course of business, we continue to closely monitor and manage our inventory levels of imported raw materials, packaging and

finished goods in the UK. We have made investments in resources, systems and processes to meet the new ongoing requirements and we work to mitigate disruptions to our local supply chain and distribution to reduce the impact on our input and distribution costs. As the EU and U.K. amend legislation and regulation post-Brexit, there is a risk of increased divergence between the EU and U.K. regulatory regimes and we continue to monitor for divergence in regulatory rules which could impact our supply chain operations. Despite our efforts to control costs, we have continued to see inflationary cost pressures rise in our UK business this year, as we have also experienced in other markets. If the UK’s exit from, or new trade arrangements with, the EU negatively impact the UK economy or result in disagreements on trade terms then the impact to our operations, financial condition and cash flows could be material.

Potential liabilities and costs from litigation could adversely affect our business. There is no guarantee that we will be successful in defending our self in civil, criminal or regulatory actions (inclusive of class action lawsuits and foreign litigation), including under general, commercial, employment, environmental, data privacy or security, intellectual property, food quality and safety, anti-trust and trade, advertising and claims, and environmental laws and regulations, or in asserting our rights under various laws. For example, our marketing or claims could face allegations of false or deceptive advertising or other criticisms which could end up in litigation and result in potential liabilities or costs. As a result, we could incur substantial costs and fees in defending our self or in asserting our rights in these actions or meeting new legal requirements. The costs and other effects of potential and pending litigation and administrative actions against us, and new legal requirements, cannot be determined with certainty and may differ from expectations. In addition, we may be impacted by litigation trends, including class action lawsuits involving consumers, employees, and shareholders, which could have a material adverse effect on our reputation, the market price of our common stock, results of operations and financial condition.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Risk Management and Strategy. Kellanova has established a cybersecurity program (the “program”) that is designed based on reviewing industry common practices and recognized frameworks (i.e., NIST and ISO, among others). The Company works to evolve its program to address material risks from cybersecurity threats. The program is developed from a top-down strategic risk management approach.

The program includes processes that identify how security measures and controls are developed, implemented, and maintained, as well as cybersecurity and information security training and awareness. The program includes a risk management process designed to identify internal and external cybersecurity threats and vulnerabilities to the Company’s business and operations, assess the likelihood and potential impact of the threats and vulnerabilities to the Company, and assess and prioritize the risks from cybersecurity threats and vulnerabilities to inform action plans and strategies to mitigate and manage these risks. The program’s risk assessment process, based on a method and guidance from a recognized national standards organization, is conducted annually. The risk assessment along with risk-based analysis and judgment are used to select security controls to address risks. During this process, the following factors, among others, are considered: recognized frameworks, likelihood and severity of risk, impact on the Company and others if a risk materializes, feasibility and cost of controls, and impact of controls on operations and others.

Third-party security firms are used in different capacities to provide or operate some of these controls and technology systems, including cloud-based services and platforms. For example, third parties are used to conduct assessments, such as vulnerability scans and penetration testing. The Company uses a variety of processes to address cybersecurity threats related to the use of third-party technology and services, including pre-acquisition diligence, imposition of contractual obligations, and performance monitoring.

The Company, as a part of its program has a documented cybersecurity incident response plan and conducts tabletop exercises to enhance incident response preparedness. Business continuity and disaster recovery plans are used to prepare for the potential for a disruption in technology we rely on. The Company is a member of cybersecurity intelligence and risk sharing organizations. Employees undergo security awareness training.

The Company has an Enterprise Risk Management (“ERM”) program to address enterprise risks, and cybersecurity is a risk category evaluated and identified by that function. One of the leaders of the ERM process is Kellanova’s Vice President, Internal Audit, and the process includes individuals with designated areas of focus and subject matter experts across Kellanova, including cybersecurity leaders. As the enterprise risk owner for cybersecurity,

the Chief Digital and Information Officer supports the Chief Information Security Officer (“CISO”) and the information security team, which includes a Governance, Risk, and Compliance (GRC) function, to manage cybersecurity risk. The information security team collaborates on privacy and security governance.

Our computer systems have been and will likely continue to be subjected to cybersecurity threats. To date, we have not experienced a cyber security threat that has materially affected the Company, including its business strategy, results of operations, or financial conditions.

Additionally, in Item 1A Risk Factors under the headings of “Risks Related to Our Intellectual Property and Technology”, and “Technology failures, cyber incidents, privacy breaches or data breaches could disrupt our operations or reputation and negatively impact our business”, forward-looking cybersecurity threats that could have a material impact on the Company are discussed. Those sections of Item 1A should be read in conjunction with this Item 1C.

Governance. The Kellanova Board of Directors has risk oversight responsibility for Kellanova, which it administers directly and with assistance from its committees. Oversight of the information security program sits with the Audit Committee. The Audit Committee has oversight responsibilities with respect to ERM, including cybersecurity, information security and data protection risk exposures, and the steps management has taken to monitor and control these exposures. In addition to periodically providing the Executive Management Team with information and cybersecurity briefings, the Chief Digital and Information Officer (“CDIO”) and Chief Information Security Officer (“CISO”) provide at least biannual updates to the Audit Committee regarding cybersecurity, including on strategy and the Company's cybersecurity program. For cybersecurity incidents, the Company’s cybersecurity incident response plan includes a process for incidents to be evaluated for material impact. The escalation protocol includes reporting of security incidents to members of the Kellanova Executive Management Team and reporting of any cyber incidents that could have a material impact on the Company to the Audit Committee.

As mentioned above, the CISO is the management position with primary responsibility for the development, operation, and maintenance of our information security program. The Company’s CISO has work experience in various roles in risk management, including developing information and cybersecurity strategy/programs, information security audit and assessments, cybersecurity operations focused on identification, mitigation and response to cybersecurity threats. The CISO has experience leading enterprise global efforts to align systems to industry-accepted standards and practices, as well as regulatory compliance requirements. The CISO has degrees in the areas of management of information systems and cybersecurity, and also maintains several information security and technology certifications, including as a Certified Information System Security Professional (“CISSP”) and Boardroom Certified Qualified Technology Expert (“QTE”).

The CISO reports directly to the CDIO, who is a member of the Kellanova Executive Management Team. The Company’s CDIO has technology experience overseeing and executing technology strategies in complex, global, and matrixed environments. The CDIO has been in role since February 2019, bringing experience from overseeing and executing technology as European CIO at the Company, and over 20 years of experience leading IT strategy and change initiatives in the consumer packaged goods and manufacturing industries.

ITEM 2. PROPERTIES

Our corporate headquarters are located in Chicago, Illinois and we maintain corporate offices and our principal research and development facilities in Battle Creek, Michigan.

We operated, as of February 20, 2024, offices, manufacturing plants and distribution and warehousing facilities totaling more than 36.5 million square feet of building area in the United States and other countries. Our plants have been designed and constructed to meet our specific production requirements, and we periodically invest money for capital and technological improvements. At the time of its selection, each location was considered to be favorable, based on the location of markets, sources of raw materials, availability of suitable labor, transportation facilities, location of our other plants producing similar products, and other factors. Our manufacturing facilities in the United States are located in San Jose, California; Rome, Georgia; Kansas City, Kansas; Pikeville, Kentucky; Grand Rapids and Wyoming, Michigan; Blue Anchor, New Jersey; Cary, North Carolina; Cincinnati and Zanesville, Ohio; Muncy, Pennsylvania; and Jackson and Rossville, Tennessee.

Outside the United States, we had, as of February 20, 2024, additional manufacturing locations, some with warehousing facilities, in Australia, Belgium, Brazil, Colombia, Ecuador, Egypt, Ghana, Great Britain, India, Japan, Malaysia, Mexico, Nigeria, Poland, South Africa, South Korea, Spain, Thailand, and Turkey.

We own many of our principal properties, including our principal research and development center and manufacturing facilities in the United States, and no owned property is subject to any major lien or other encumbrance. We lease our corporate headquarters, and our distribution facilities (including related warehousing

facilities) and offices of non-plant locations are also typically leased. In general, we consider our facilities, taken as a whole, to be suitable, adequate, and of sufficient capacity for our current operations.

ITEM 3. LEGAL PROCEEDINGS

We are subject to various legal proceedings, claims, and governmental inspections, audits or investigations arising out of our business which cover matters such as general commercial, governmental regulations, antitrust and trade regulations, product liability, environmental, intellectual property, employment and other actions. In the opinion of management, the ultimate resolution of these matters is not expected to have a material adverse effect on our financial position or results of operations.

ITEM 4. MINE SAFETY DISCLOSURE

Not applicable.

PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The principal market for trading Kellanova shares (Ticker symbol: K) is the New York Stock Exchange (NYSE). At December 30, 2023 there were approximately 23,633 shareholders of record.

In February 2020, the Board of Directors approved an authorization to repurchase up to $1.5 billion of our common stock expiring in December 2022. In December 2022, the Board of Directors approved a new authorization to repurchase up to $1.5 billion of our common stock through December 2025. These authorizations were intended to allow us to repurchase shares for general corporate purposes and to offset issuances for employee benefit programs.

The following table provides information with respect to purchases of common shares under programs authorized by our Board of Directors during the quarter ended December 30, 2023.

(millions, except per share data)



Period	(a) Total Number of Shares Purchased	(b) Average Price Paid Per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
Month #1: 10/01/23-10/28/23	—	$	—	—	$	1,440
Month #2: 10/29/23-11/25/23	2.1	$	52.61	2.1	$	1,330
Month #3: 11/26/23-12/30/23	—	$	—	—	$	1,330

ITEM 6. [RESERVED]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Kellanova and Subsidiaries

RESULTS OF OPERATIONS

Business overview

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to help the reader understand Kellanova, our operations and our present business environment. MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying notes thereto contained in Item 8 of this Report.

For more than 115 years, consumers have counted on Kellanova for great-tasting, high-quality and nutritious foods. These foods include snacks, such as crackers, savory snacks, toaster pastries, cereal bars and bites; and convenience foods, such as ready-to-eat cereals, frozen waffles, veggie foods and noodles. Kellanova products are manufactured and marketed globally. Our MD&A references consumption and net sales in discussing our sales trends for certain categories and brands. We record net sales upon delivery of shipments to our customers. Consumption and share data noted within is based on Nielsen x-AOC or other comparable source, for the applicable period. Consumption refers to consumer purchases of our products from our customers. Unless otherwise noted, consumption and shipment trends are materially consistent.

Separation transaction

On June 21, 2022, the Company announced its intent to separate its North American cereal business, via tax-free spin-off. The transaction was completed on October 2, 2023, resulting in two independent public companies, Kellanova and WK Kellogg Co.

In accordance with applicable accounting guidance, the results of WK Kellogg Co are presented as discontinued operations in the Kellanova consolidated statement of income and, as such, have been excluded from both continuing operations and segment results for all periods presented. The recast operating profit includes certain costs that are reported in continuing operations but relate to items that will be reimbursed by the transition services agreement (“TSA”) with WK Kellogg Co. We expect that the costs for such services will be fully reimbursed under the TSA for the applicable future periods. Following the end of the TSA period, we expect that such costs will no longer be incurred by Kellanova.

Further, the Company reclassified the assets and liabilities of WK Kellogg Co as assets and liabilities of discontinued operations in the consolidated balance sheet as of December 31, 2022. The consolidated statements of cash flows are presented on a consolidated basis for both continuing operations and discontinued operations.

Nigerian Naira

During the second quarter of 2023, the Nigerian government removed certain currency restrictions over the Nigerian Naira leading to a significant decline in the exchange rate of the Naira to the U.S. dollar on the official market in Nigeria. As a result of this decline in the exchange rate, the U.S. dollar value of the assets, liabilities, expenses and revenues of our Nigerian business in our consolidated financial statements has decreased significantly compared to prior periods. The consolidated assets of our Nigerian business represented approximately 5% of our consolidated assets as of December 30, 2023, compared to 8% as of December 31, 2022. Net sales of our Nigerian business were 8% of our consolidated net sales for the year ended December 30, 2023 but could become a smaller percentage of our overall sales if exchange rates as of the end of the year persist or decline further in 2024.

In addition to our consolidated Nigerian business, the Company also has an investment in an unconsolidated entity, Tolaram Africa Foods PTE LTD (TAF), that holds an investment in a Nigerian food manufacturer. This investment is accounted for under the equity method of accounting and is evaluated for indicators of other than temporary impairment. During 2023, the Company recorded significant foreign currency translation adjustments related to its investment in TAF due to the devaluation of the Nigerian Naira. The Company, following its accounting practice of recording the operations of its subsidiary, TAF, on a one-month lag basis has recognized these adjustments based on the foreign currency exchange rates as of the end of November 2023. The aggregate effect of these adjustments for the year resulted in translation losses of approximately $141 million, which have been recognized in other comprehensive income.

War in Ukraine

The war in Ukraine and the related sanctions imposed have increased global economic and geopolitical uncertainty. In March 2022, we suspended all new investments and shipments of all products to Russia. We have no employees or direct operations in Ukraine. Our business in Russia consisted of three manufacturing facilities.

In December 2022 the Company entered into an agreement to sell our Russian business to a third party, pending a number of local government regulatory approvals. In July 2023 the Company completed the sale of the Russian business. As a result of completing the transaction, the Company derecognized net assets of approximately $65 million and recorded a non-cash loss on the transaction of approximately $113 million, primarily related to the release of historical currency translation adjustments. The business was part of the Europe reportable segment and the sale resulted in a complete exit from the Russian market. The business in Russia represented approximately 1% of consolidated Kellanova net sales.

Impacts of the war to our net sales, earnings, and cash flows extends beyond our business in Russia. Regional or global economic recessions, inflation, and supply chain challenges as a result of the war or further escalation could have a material impact on our results.

Inflationary pressures

Geopolitical instability, including wars and conflicts (including conflicts in Ukraine and the Middle East), as well as other global events have resulted in certain impacts to the global economy, including market disruptions, supply chain challenges, and inflationary pressures. During the year ended December 30, 2023 we continued to experience elevated commodity and supply chain costs, including procurement and manufacturing costs, although certain supply chain challenges have eased. We continue to mitigate the dollar impact of this input cost inflation through the execution of productivity initiatives and revenue growth management actions. Additionally, from time to time we may enter into a combination of fixed price contracts with suppliers and commodity derivative instruments to manage the impact of volatility in the price of raw materials. We continue to expect input cost inflation to be flat during 2024.

Segments

We manage our operations through four operating segments that are based on geographic location – North America which includes the U.S. businesses and Canada; Europe which consists principally of European countries; Latin America which consists of Central and South America and includes Mexico; and AMEA (Asia Middle East Africa) which consists of Africa, Middle East, Australia and other Asian and Pacific markets. These operating segments also represent our reportable segments

Non-GAAP Financial Measures

This filing includes non-GAAP financial measures that we provide to management and investors that exclude certain items that we do not consider part of on-going operations. Reported results were prepared in accordance with U.S. GAAP, include all net sales and expenses recognized during the periods. Items excluded from our non-GAAP financial measures are discussed in the "Significant items impacting comparability" section of this filing. Our management team consistently utilizes a combination of GAAP and non-GAAP financial measures to evaluate business results, to make decisions regarding the future direction of our business, and for resource allocation decisions, including incentive compensation. As a result, we believe the presentation of both GAAP and non-GAAP financial measures provides investors with increased transparency into financial measures used by our management team and improves investors’ understanding of our underlying operating performance and in their analysis of ongoing operating trends. All historic non-GAAP financial measures have been reconciled with the most directly comparable GAAP financial measures.

Non-GAAP Financial Measures

Non-GAAP financial measures used for evaluation of performance include currency-neutral and organic net sales, adjusted and currency-neutral adjusted operating profit, adjusted and currency-neutral adjusted diluted earnings per share (EPS), adjusted and currency-neutral adjusted gross profit, adjusted and currency neutral adjusted gross margin, net debt and cash flow. We determine currency-neutral results by dividing or multiplying, as appropriate, the current-period local currency operating results by the currency exchange rates used to translate our financial statements in the comparable prior-year period to determine what the current period U.S. dollar operating results would have been if the currency exchange rate had not changed from the comparable prior-year period. These non-GAAP financial measures may not be comparable to similar measures used by other companies.

•Currency-neutral net sales and organic net sales: We adjust the GAAP financial measure to exclude the impact of foreign currency, resulting in currency-neutral net sales. In addition, we exclude the impact of acquisitions, divestitures, and foreign currency, resulting in organic net sales. We excluded the items which we believe may obscure trends in our underlying net sales performance. By providing these non-GAAP net sales measures, management intends to provide investors with a meaningful, consistent comparison of net sales performance for the Company and each of our reportable segments for the periods presented. Management uses these non-GAAP measures to evaluate the effectiveness of initiatives behind net sales growth, pricing realization, and the impact of mix on our business results. These non-GAAP measures are also used to make decisions regarding the future direction of our business, and for resource allocation decisions.

•Adjusted: gross profit, gross margin, operating profit, operating margin, and diluted EPS: We adjust the GAAP financial measures to exclude the effect of restructuring programs, costs of the separation transaction, mark-to-market adjustments for pension plans (service cost, interest cost, expected return on plan assets, and other net periodic pension costs are not excluded), commodity contracts, certain equity investments and certain foreign currency contracts, a gain on interest rate swaps, and other costs impacting comparability resulting in adjusted. We excluded the items which we believe may obscure trends in our underlying profitability. By providing these non-GAAP profitability measures, management intends to provide investors with a meaningful, consistent comparison of the Company's profitability measures for the periods presented. Management uses these non-GAAP financial measures to evaluate the effectiveness of initiatives intended to improve profitability, as well as to evaluate the impacts of inflationary pressures and decisions to invest in new initiatives within each of our segments.

•Currency-neutral adjusted: gross profit, gross margin, operating profit, operating margin, and diluted EPS: We adjust the GAAP financial measures to exclude the effect of restructuring programs, costs of the separation transaction, mark-to-market adjustments for pension plans (service cost, interest cost, expected return on plan assets, and other net periodic pension costs are not excluded), commodity contracts, certain equity investments and certain foreign currency contracts, a gain on interest rate swaps, other costs impacting comparability, and foreign currency, resulting in currency-neutral adjusted. We excluded the items which we believe may obscure trends in our underlying profitability. By providing these non-GAAP profitability measures, management intends to provide investors with a meaningful, consistent comparison of the Company's profitability measures for the periods presented. Management uses these non-GAAP financial measures to evaluate the effectiveness of initiatives intended to improve profitability, as well as to evaluate the impacts of inflationary pressures and decisions to invest in new initiatives within each of our segments.

•Adjusted other income (expense): We adjust the GAAP financial measure to exclude the effect of restructuring programs, mark-to-market adjustments for pension plans (service cost, interest cost, expected return on plan assets, and other net periodic pension costs are not excluded) and certain equity investments, losses resulting from divestitures, and other costs impacting comparability. We excluded the items which we believe may obscure trends in our underlying profitability. By providing this non-GAAP measure, management intends to provide investors with a meaningful, consistent comparison of the Company's other income (expense), excluding the impact of the items noted above, for the periods presented. Management uses these non-GAAP financial measures to evaluate the effectiveness of initiatives intended to improve profitability.

•Adjusted effective income tax rate: We adjust the GAAP financial measures to exclude the effect of restructuring programs, costs of the separation transaction, mark-to-market adjustments for pension plans (service cost, interest cost, expected return on plan assets, and other net periodic pension costs are not excluded), commodity contracts, certain equity investments, and certain foreign currency contracts, a gain on interest rate swaps, and other costs impacting comparability. We excluded the items which we believe may obscure trends in our pre-tax income and the related tax effect of those items on our adjusted effective income tax rate, and other impacts to tax expense. By providing this non-GAAP measure, management intends to provide investors with a meaningful, consistent comparison of the Company's effective tax rate, excluding the pre-tax income and tax effect of the items noted above, for the periods presented. Management uses this non-GAAP measure to monitor the effectiveness of initiatives in place to optimize our global tax rate.

•Net debt: Defined as the sum of long-term debt, current maturities of long-term debt and notes payable, less cash and cash equivalents, and marketable securities. With respect to net debt, cash and cash equivalents, and marketable securities are subtracted from the GAAP measure, total debt liabilities, because they could be used to reduce the Company’s debt obligations. Company management and investors use this non-GAAP measure to evaluate changes to the Company's capital structure and credit quality assessment.

•Free cash flow: Defined as net cash provided by operating activities reduced by expenditures for property additions. Free cash flow does not represent the residual cash flow available for discretionary expenditures. We use this non-GAAP financial measure of free cash flow to focus management and investors on the amount of cash available for debt repayment, dividend distributions, acquisition opportunities, and share repurchases once all of the Company’s business needs and obligations are met. Additionally, certain performance-based compensation includes a component of this non-GAAP measure.

These measures have not been calculated in accordance with GAAP and should not be viewed as a substitute for GAAP reporting measures.

Significant items impacting comparability

Mark-to-market

We recognize mark-to-market adjustments for pension and postretirement benefit plans, commodity contracts, and certain foreign currency contracts as incurred. Actuarial gains/losses for pension plans were recognized in the year they occur. Mark-to-market gains/losses for certain equity investments are recorded based on observable price changes. Changes between contract and market prices for commodities contracts and certain foreign currency contracts result in gains/losses that were recognized in the quarter they occur. We recorded a pre-tax mark-to-market loss of $163 million for 2023, a pre-tax mark-to-market loss of $369 million for 2022, and a pre-tax mark-to-market gain of $100 million in 2021. Included within the aforementioned totals was a pre-tax mark-to-market loss for pension plans of $146 million for 2023, a pre-tax mark-to-market loss for pension plans of $229 million for 2022, and a pre-tax mark-to-market gain for pension plans of $98 million for 2021.

Separation costs

The Company successfully completed the separation of its North America cereal business on October 2, 2023. As a result, we incurred pre-tax charges related to the separation, primarily related to legal and consulting costs, of $60 million for 2023 and $8 million for 2022.

Business and portfolio realignment

One-time costs related to reorganizations in support of our Deploy for Growth priorities and a reshaped portfolio; investments in enhancing capabilities prioritized by our Deploy for Growth strategy; and completed and prospective divestitures and acquisitions. As a result, we incurred pre-tax charges, primarily related to reorganizations of $2 million in 2023, $15 million in 2022, and 31 million in 2021.

Intangible Asset Impairment

During the fourth quarter of 2023, the Company completed its annual impairment testing and determined the fair value of an intangible asset did not exceed its carrying value. As a result, we incurred pre-tax charges related to the impairment of $34 million for 2023.

Loss related to divestiture

During the third quarter of 2023, the Company completed the sale of the Russian business. As a result of completing the transaction, the Company recorded a non-cash loss on the transaction of approximately $113 million, primarily related to the release of historical currency translation adjustments.

Gain related to interest rate swaps

During the third quarter of 2022, the Company recognized a pre-tax gain of $18 million in interest expense related to a portion of certain forward-starting interest rate swaps no longer designated as cash flow hedges due to changes in forecasted debt issuance.

Valuation allowance

During the fourth quarter of 2023, the Company recorded a valuation allowance on deferred tax assets of $21 million in conjunction with the separation of our North America cereal business.

Foreign valuation allowance

During the third quarter of 2021, the Company determined that certain foreign deferred tax assets were no longer more likely than not to be realized in the future and a full valuation allowance of $20 million was recorded.

UK tax rate change

During the second quarter of 2021, the Company recorded tax expense of $23 million as a result of tax legislation enacted in the UK in June of 2021, which increased the statutory UK tax rate from 19 percent to 25 percent and required us to re-value our net UK deferred tax liability balance to reflect this higher rate.

Foreign currency translation

We evaluate the operating results of our business on a currency-neutral basis. We determine currency-neutral operating results by dividing or multiplying, as appropriate, the current period local currency operating results by the currency exchange rates used to translate our financial statements in the comparable prior year period to determine what the current period U.S. dollar operating results would have been if the currency exchange rate had not changed from the comparable prior-year period. Organic net sales exclude the impact of acquisitions, including the foreign currency impact calculated by applying the prior year foreign currency rates to current period results.

Financial results

For the full year ended December 30, 2023, our reported net sales increased 3.7% versus the prior year on positive price/mix across all regions which more than offset the impacts of price elasticity on volume and adverse foreign currency translation. Growth was led by Snacks across all four regions and consolidated net sales grew in cereal and noodles and other. Organic net sales increased 8.3% from the prior year after excluding the impact of foreign currency.

Reported operating profit increased 24.3% versus the prior year due primarily to less unfavorable mark-to-market impacts, higher net sales, and recovery of gross margins, partially offset by loss on divestiture and higher costs related to the separation of our North America cereal business. Currency-neutral adjusted operating profit increased 18.4%, after excluding the impact of mark-to-market, separation costs, intangible asset impairment, and foreign currency.

Reported diluted EPS of $2.25 for the year increased 6.1% compared to the prior year EPS of $2.12 due primarily to less unfavorable mark-to-market impacts partially offset by higher costs related to the separation of our North America cereal business. Currency-neutral adjusted diluted EPS of $3.18 for the year increased 7.4% compared to prior year EPS of $2.96, after excluding the impact of significant items impacting comparability.

Reconciliation of certain non-GAAP Financial Measures


Consolidated results (dollars in millions, except per share data)	2023			2022
Reported net income attributable to Kellanova	$	951		$	960
Mark-to-market (pre-tax)	(163)			(370)


Separation costs (pre-tax)	(60)			(8)
Business and portfolio realignment (pre-tax)	(2)			(15)
Intangible asset impairment (pre-tax)	(34)			—
Gain related to interest rate swaps (pre-tax)	—			18
Loss on divestiture	(113)			—
Income tax impact applicable to adjustments, net*	55			85
Valuation allowance	(21)			—




Adjusted net income attributable to Kellanova	$	1,289		$	1,250
Foreign currency impact	16
Currency-neutral adjusted net income attributable to Kellanova	1,273			$	1,250
Reported diluted EPS	$	2.25		$	2.12
Mark-to-market (pre-tax)	(0.47)			(1.07)


Separation costs (pre-tax)	(0.17)			(0.03)
Business and portfolio realignment (pre-tax)	(0.01)			(0.04)
Intangible asset impairment (pre-tax)	(0.10)			—
Gain related to interest rate swaps (pre-tax)	—			0.05
Loss on divestiture (pre-tax)	(0.33)			—
Income tax impact applicable to adjustments, net*	0.17			0.25
Valuation allowance	(0.06)			—




Adjusted diluted EPS from continuing operations	$	3.23		$	2.96
Foreign currency impact	0.05			—
Currency-neutral adjusted diluted EPS from continuing operations	3.18			$	2.96
Currency-neutral adjusted diluted EPS growth	7.4		%

Note: Tables may not foot due to rounding.

For more information on reconciling items in the table above, please refer to the Significant items impacting comparability section.

* Represents the estimated income tax effect on the reconciling items, using weighted-average statutory tax rates, depending upon the applicable jurisdiction.

Net sales and operating profit

2023 compared to 2022

The following tables provide an analysis of net sales and operating profit performance for 2023 versus 2022:


Year ended December 30, 2023
(millions)	North America			Europe			Latin America			AMEA			Corporate		Kellanova Consolidated
Reported net sales	$	6,574		$	2,501		$	1,265		$	2,785		$	(4)	$	13,122




Foreign currency	(9)			54			86			(643)			—		(513)






Organic net sales	$	6,583		$	2,448		$	1,179		$	3,428		$	(3)	$	13,635

Year ended December 31, 2022
(millions)	North America			Europe			Latin America			AMEA			Corporate		Kellanova Consolidated
Reported net sales	$	6,330		$	2,310		$	1,088		$	2,933		$	(9)	$	12,653







Divestitures	—			68			—			—			—		68

Organic net sales	$	6,330		$	2,243		$	1,088		$	2,933		$	(9)	$	12,585



% change - 2023 vs. 2022:
Reported growth	3.8		%	8.3		%	16.3		%	(5.1)		%	n/m		3.7		%




Foreign currency	(0.2)		%	2.3		%	7.9		%	(22.0)		%	n/m		(4.1)		%
Currency-neutral growth	4.0		%	6.0		%	8.4		%	16.9		%	n/m		7.8		%

Divestitures	—		%	(3.2)		%	—		%	—		%	n/m		(0.5)		%


Organic growth	4.0		%	9.2		%	8.4		%	16.9		%	n/m		8.3		%
Volume (tonnage)	(6.1)		%	(6.2)		%	(7.0)		%	0.8		%	n/m		(4.0)		%
Pricing/mix	10.1		%	15.4		%	15.4		%	16.1		%	n/m		12.3		%

Note: Tables may not foot due to rounding.

For more information on reconciling items in the table above, please refer to the Significant items impacting comparability section.


Year ended December 30, 2023
(millions)	North America			Europe			Latin America			AMEA			Corporate			Kellanova Consolidated
Reported operating profit	$	1,024		$	357		$	130		$	270		$	(276)		$	1,505
Mark-to-market	—			—			(3)			—			(14)			(17)


Separation costs	(42)			—			(3)			—			(14)			(60)
Business and portfolio realignment	—			1			(2)			—			(1)			(2)
Intangible asset impairment	(34)			—			—			—			—			(34)
Adjusted operating profit	$	1,100		$	356		$	138		$	270		$	(247)		$	1,618
Foreign currency impact	—			9			10			(32)			4			(10)
Currency-neutral adjusted operating profit	$	1,101		$	348		$	128		$	303		$	(251)		$	1,628







Year ended December 31, 2022
(millions)	North America			Europe			Latin America			AMEA			Corporate			Kellanova Consolidated
Reported operating profit	$	907		$	329		$	116		$	252		$	(393)		$	1,212
Mark-to-market	—			—			(2)			—			(138)			(140)

Separation costs	(8)			—			—			—			—			(8)
Business and portfolio realignment	(12)			1			—			—			(4)			(15)

Adjusted operating profit	$	927		$	328		$	118		$	252		$	(252)		$	1,374









% change - 2023 vs. 2022:
Reported growth	12.8		%	8.5		%	12.0		%	7.1		%	29.9		%	24.3		%
Mark-to-market	—		%	—		%	(0.5)		%	—		%	32.3		%	11.7		%


Separation costs	(3.6)		%	—		%	(2.6)		%	—		%	(5.6)		%	(3.7)		%
Business and portfolio realignment	1.5		%	—		%	(1.6)		%	—		%	1.1		%	1.2		%
Intangible asset impairment	(3.8)		%	—		%	—		%	—		%	—		%	(2.6)		%
Adjusted growth	18.7		%	8.5		%	16.7		%	7.1		%	2.1		%	17.7		%
Foreign currency impact	—		%	2.6		%	8.7		%	(12.8)		%	1.8		%	(0.7)		%
Currency-neutral adjusted growth	18.7		%	5.9		%	8.0		%	19.9		%	0.3		%	18.4		%

Note: Tables may not foot due to rounding.

For more information on reconciling items in the table above, please refer to the Significant items impacting comparability section.

North America

Reported net sales increased 3.8% versus the prior year as a result of price/mix growth that more than offset rising price elasticity. Organic net sales increased 4.0% after excluding the impact of foreign currency.


Net sales % change - 2023 vs. 2022:
North America	Reported Net Sales Growth		Foreign Currency		Currency-Neutral Net Sales Growth		Divestiture		Organic Net Sales Growth
Snacks	4.6	%	(0.1)	%	4.7	%	—	%	4.7	%

Frozen	(0.4)	%	(0.2)	%	(0.2)	%	—	%	(0.2)	%

North America snacks net sales increased 4.6% on price/mix growth in crackers, salty snacks, and portable wholesome snacks.

North America frozen foods net sales decreased 0.4%, as rising price elasticities offset price/mix growth.

North America operating profit increased 12.8% compared to the prior year due to higher net sales, recovery of gross margin, and reimbursement for transition services provided to WK Kellogg Co. These impacts were partially offset by a $34 million impairment charge taken on an intangible asset during the fourth quarter. Currency-neutral adjusted operating profit increased 18.7%, after excluding the impact of separation costs, intangible asset impairment, and business and portfolio realignment.

Europe

Reported net sales increased 8.3% due primarily to favorable price/mix, momentum in snacks, and favorable foreign currency translation. Organic net sales increased 9.2% after excluding the impact of the divestiture of our business in Russia and foreign currency.


Net sales % change - 2023 vs. 2022:
Europe	Reported Net Sales Growth		Foreign Currency		Currency-Neutral Net Sales Growth		Divestiture		Organic Net Sales Growth
Snacks	16.0	%	2.7	%	13.3	%	(3.7)	%	17.0	%
Cereal	(0.2)	%	1.9	%	(2.1)	%	(2.7)	%	0.6	%

Snacks net sales growth was led by sustained momentum in Pringles, with growth across key markets.

Cereal net sales declined slightly on a reported basis primarily due to unfavorable foreign currency.

Reported operating profit increased 8.5% due primarily to higher net sales and favorable foreign currency. Currency-neutral adjusted operating profit increased 5.9% after excluding the impact of foreign currency.

Latin America

Reported net sales increased 16.3% driven by strong price/mix growth and favorable foreign currency translation, with growth in snacks and cereal. Organic net sales increased 8.4%, after excluding the impact of foreign currency.


Net sales % change - 2023 vs. 2022:
Latin America	Reported Net Sales Growth		Foreign Currency		Currency-Neutral Net Sales Growth		Divestiture		Organic Net Sales Growth
Snacks	12.4	%	5.6	%	6.8	%	—	%	6.8	%
Cereal	18.9	%	9.5	%	9.4	%	—	%	9.4	%

Snacks net sales growth was led by double-digit consumption growth in key markets for salty snacks, including Mexico and Brazil.

Cereal net sales increased due to share gains in key markets, notably Mexico.

Reported operating profit increased 12.0% due to higher net sales and favorable foreign currency translation. Currency-neutral adjusted operating profit increased 8.0% after excluding the impact of mark-to-market and foreign currency.

AMEA

Reported net sales decreased 5.1% driven by unfavorable foreign currency primarily due to the devaluation of the Nigerian Naira, which more than offset growth in volume and price/mix. Organic net sales increased 16.9% after excluding foreign currency.


Net sales % change - 2023 vs. 2022:
AMEA	Reported Net Sales Growth		Foreign Currency		Currency-Neutral Net Sales Growth		Divestiture		Organic Net Sales Growth
Snacks	8.3	%	(7.3)	%	15.6	%	—	%	15.6	%
Cereal	(1.0)	%	(7.0)	%	6.0	%	—	%	6.0	%
Noodles and Other	(14.0)	%	(38.4)	%	24.4	%	—	%	24.4	%

Snacks net sales increased due primarily to strong growth in Pringles across the region.

Cereal net sales declined on a reported basis, as unfavorable foreign currency more than offset higher price/mix.

Noodles and other net sales decreased due to unfavorable foreign currency that more than offset higher volume and price/mix growth.

Reported operating profit increased 7.1% due primarily to the recovery of gross margins partially offset by unfavorable foreign currency. Currency-neutral adjusted operating profit increased 19.9%, after excluding the impact of foreign currency.

Corporate

Reported operating profit increased significantly versus the prior year due primarily to less unfavorable mark-to-market impacts. Currency-neutral adjusted operating profit increased $1 million from the prior year after excluding the impact of mark-to-market and separation costs.

Net sales and operating profit

2022 compared to 2021

The following tables provide an analysis of net sales and operating profit performance for 2022 versus 2021:


Year ended December 31, 2022
(millions)	North America			Europe			Latin America			AMEA			Corporate			Kellanova Consolidated
Reported net sales	$	6,331		$	2,310		$	1,089		$	2,933		$	(9)		$	12,653




Foreign currency impact	(12)			(245)			7			(228)			—			(478)






Organic net sales	$	6,343		$	2,555		$	1,082		$	3,161		$	(9)		$	13,131

Year ended January 1, 2022
(millions)	North America			Europe			Latin America			AMEA			Corporate			Kellanova Consolidated
Reported net sales	$	5,775		$	2,397		$	962		$	2,613		$	—		$	11,747













% change - 2022 vs. 2021:
Reported growth	9.6		%	(3.6)		%	13.2		%	12.2		%	—		%	7.7		%




Foreign currency impact	(0.2)		%	(10.2)		%	0.8		%	(8.8)		%	—		%	(4.0)		%





Organic growth	9.8		%	6.6		%	12.4		%	21.0		%	—		%	11.7		%
Volume (tonnage)	(1.2)		%	(3.4)		%	(5.2)		%	(2.5)		%	—		%	(2.5)		%
Pricing/mix	11.0		%	10.0		%	17.6		%	23.5		%	—		%	14.2		%

Note: Tables may not foot due to rounding.

For more information on reconciling items in the table above, please refer to the Significant items impacting comparability section.


Year ended December 31, 2022
(millions)	North America			Europe			Latin America			AMEA			Corporate			Kellanova Consolidated
Reported operating profit	$	906		$	329		$	117		$	253		$	(392)		$	1,212
Mark-to-market	—			—			(2)			—			(138)			(140)

Separation costs	(8)			—			—			—			—			(8)
Business and portfolio realignment	(12)			1			—			—			(4)			(15)

Adjusted operating profit	$	927		$	328		$	118		$	252		$	(252)		$	1,374
Foreign currency impact	(1)			(32)			(1)			(20)			—			(54)
Currency-neutral adjusted operating profit	$	928		$	360		$	119		$	272		$	(252)		$	1,428







Year ended January 2, 2021
(millions)	North America			Europe			Latin America			AMEA			Corporate			Kellanova Consolidated
Reported operating profit	$	932		$	350		$	101		$	246		$	(245)		$	1,383
Mark-to-market	—			—			1			—			1			2


Business and portfolio realignment	(18)			1			(4)			—			(10)			(31)

Adjusted operating profit	$	950		$	349		$	104		$	246		$	(236)		$	1,412









% change - 2022 vs. 2021:
Reported growth	(2.7)		%	(5.9)		%	16.3		%	2.7		%	(60.7)		%	(12.3)		%
Mark-to-market	—		%	—		%	(3.5)		%	—		%	(56.3)		%	(10.2)		%

Separation costs	(0.9)		%	—		%	—		%	—		%	—		%	(0.6)		%
Business and portfolio realignment	0.6		%	0.1		%	4.7		%	0.1		%	4.9		%	1.1		%

Adjusted growth	(2.4)		%	(5.8)		%	15.1		%	2.6		%	(9.3)		%	(2.6)		%
Foreign currency impact	(0.1)		%	(9.1)		%	(1.1)		%	(8.3)		%	—		%	(3.8)		%
Currency-neutral adjusted growth	(2.3)		%	3.3		%	16.2		%	10.9		%	(9.3)		%	1.2		%

Note: Tables may not foot due to rounding.

For more information on reconciling items in the table above, please refer to the Significant items impacting comparability section.

North America

Reported net sales increased 9.6% versus the prior year as a result of revenue growth management actions and sustained momentum in snacks. Organic net sales increased 9.8% after excluding the impact of foreign currency.


Net sales % change - 2022 vs. 2021:
North America	Reported Net Sales Growth		Foreign Currency		Organic Net Sales Growth
Snacks	11.9	%	(0.2)	%	12.1	%

Frozen	(1.1)	%	(0.3)	%	(0.8)	%

North America snacks net sales increased 11.9% supported by consumption dollar growth in each of our three major categories, crackers, salty snacks, and portable wholesome snacks.

North America frozen foods net sales decreased 1.1% due primarily to supply constraints.

North America operating profit decreased 2.7% compared to the prior year due primarily to accelerating input cost inflation. Currency-neutral adjusted operating profit decreased 2.3%, after excluding the impact of business and portfolio realignment and separation costs.

Europe

Reported net sales decreased 3.6% reflecting the impact of unfavorable foreign currency, despite favorable price/mix and continued growth in snacks. Organic net sales increased 6.6% after excluding the impact of foreign currency.


Net sales % change - 2022 vs. 2021:
Europe	Reported Net Sales Growth		Foreign Currency		Organic Net Sales Growth
Snacks	0.5	%	(10.5)	%	11.0	%
Cereal	(7.7)	%	(9.9)	%	2.2	%

Cereal net sales declined on a reported basis primarily due to unfavorable foreign currency.

Snacks net sales growth was led by sustained momentum in Pringles, driven by innovation, effective advertising, and successful consumer promotions.

Reported operating profit decreased 5.9% due primarily to unfavorable foreign currency and high cost inflation. Currency-neutral adjusted operating profit increased 3.3% after excluding the impact of foreign currency and charges related to business and portfolio realignment.

Latin America

Reported net sales increased 13.2% driven by strong price/mix growth and modestly favorable foreign currency translation, with growth in snacks and cereal. Organic net sales increased 12.4%, after excluding the impact of foreign currency.


Net sales % change - 2022 vs. 2021:
Latin America	Reported Net Sales Growth		Foreign Currency		Organic Net Sales Growth
Snacks	24.2	%	2.6	%	21.6	%
Cereal	6.4	%	(0.4)	%	6.8	%

Snacks net sales growth was led by sustained consumption growth and share gains in key markets for salty snacks.

Cereal net sales increased due to share gains in key markets, including Mexico and Brazil.

Reported operating profit increased 16.3% due to higher net sales and favorable foreign currency translation partially offset by input cost inflation. Currency-neutral adjusted operating profit increased 16.2% after excluding the impact of mark-to-market and foreign currency.

AMEA

Reported net sales increased 12.2% driven by favorable price/mix partially offset by unfavorable foreign currency. Organic net sales also increased 21.0% after excluding foreign currency.


Net sales % change - 2022 vs. 2021:
AMEA	Reported Net Sales Growth		Foreign Currency		Organic Net Sales Growth
Snacks	19.0	%	(7.4)	%	26.4	%
Cereal	(3.1)	%	(10.3)	%	7.2	%
Noodles and other	21.4	%	(8.1)	%	29.5	%

Snacks net sales increased due primarily to strong growth in Pringles across the region.

Cereal net sales declined on a reported basis due to unfavorable foreign currency.

Noodles and other net sales increased lead by strong growth from Multipro as well as our Kellogg's branded noodles business.

Reported operating profit increased 2.7% due primarily to higher net sales more than offsetting high cost inflation and unfavorable foreign currency. Currency-neutral adjusted operating profit increased 10.9%, after excluding the impact of foreign currency.

Corporate

Reported operating profit decreased significantly versus the prior year due primarily to unfavorable mark-to-market impacts. Currency-neutral adjusted operating profit decreased $16 million from the prior year after excluding the impact of mark-to-market.

Margin performance

2023 versus 2022 gross margin performance was as follows:


					Change vs. prior year (pts.)
	2023		2022
Reported gross margin (a)	32.6	%	30.1	%	2.5
Mark-to-market	(0.1)	%	(1.1)	%	1.0

Separation costs	—	%	—	%	—
Business and portfolio realignment	—	%	(0.1)	%	0.1

Adjusted gross margin	32.7	%	31.3	%	1.4
Foreign currency impact	0.8	%	—	%	0.8
Currency-neutral adjusted gross margin	31.9	%	31.3	%	0.6

Note: Tables may not foot due to rounding.

For information on the reconciling items in the table above, please refer to the Significant items impacting comparability section.

(a) Reported gross margin as a percentage of net sales. Gross margin is equal to net sales less cost of goods sold.

Reported gross margin increased 250 basis points versus the prior year due primarily to less unfavorable mark-to-market impacts, higher service levels, and revenue growth management initiatives that were partially offset by high input cost inflation. Currency-neutral adjusted gross margin increased 60 basis points compared to 2022.

Our 2023 and 2022 currency-neutral adjusted gross profit is reconciled to the most comparable U.S. GAAP measures as follows:


(dollars in millions)	2023		2022
Reported gross profit (a)	$	4,283	$	3,811
Mark-to-market	(6)		(140)

Separation costs	(3)		—
Business and portfolio realignment	(2)		(5)

Adjusted gross profit	4,294		3,956
Foreign currency impact	(58)		—
Currency-neutral adjusted gross profit	$	4,352	$	3,956

Note: Tables may not foot due to rounding.

For more information on the reconciling items in the table above, please refer to the Significant items impacting comparability section.

(a) Gross profit is equal to net sales less cost of goods sold.

2022 versus 2021 gross margin performance was as follows:


					Change vs. prior year (pts.)
	2022		2021
Reported gross margin (a)	30.1	%	32.5	%	(2.4)
Mark-to-market	(1.1)	%	(0.1)	%	(1.0)


Business and portfolio realignment	(0.1)	%	(0.1)	%	—

Adjusted gross margin	31.3	%	32.7	%	(1.4)
Foreign currency impact	0.1	%	—	%	0.1
Currency-neutral adjusted gross margin	31.2	%	32.7	%	(1.5)

Note: Tables may not foot due to rounding.

For information on the reconciling items in the table above, please refer to the Significant items impacting comparability section.

(a) Reported gross margin as a percentage of net sales. Gross margin is equal to net sales less cost of goods sold.

Reported gross margin decreased 240 basis points versus the prior year as the impact of productivity improvements and revenue growth management initiatives was more than offset by cost inflation, inefficiencies from worldwide supply bottlenecks and shortages, a mix shift towards emerging markets and unfavorable mark-to-market. Currency-neutral adjusted gross margin decreased 150 basis points compared to 2021.

Our 2022 and 2021 currency-neutral adjusted gross profit is reconciled to the most comparable U.S. GAAP measures as follows:


(dollars in millions)	2022		2021
Reported gross profit (a)	$	3,811	$	3,818
Mark-to-market	(140)		(8)


Business and portfolio realignment	(5)		(14)

Adjusted gross profit	3,956		3,840
Foreign currency impact	(138)		—
Currency-neutral adjusted gross profit	$	4,094	$	3,840

Note: Tables may not foot due to rounding.

For more information on the reconciling items in the table above, please refer to the Significant items impacting comparability section.

(a) Gross profit is equal to net sales less cost of goods sold.

Foreign currency translation

The reporting currency for our financial statements is the U.S. dollar. Certain of our assets, liabilities, expenses and revenues are denominated in currencies other than the U.S. dollar, primarily in the euro, British pound, Mexican peso, Australian dollar, Canadian dollar, Brazilian Real, Nigerian Naira, Russian ruble, Polish zloty, and Egyptian pound. To prepare our consolidated financial statements, we must translate those assets, liabilities, expenses and revenues into U.S. dollars at the applicable exchange rates. As a result, increases and decreases in the value of the U.S. dollar against these other currencies will affect the amount of these items in our consolidated financial statements, even if their value has not changed in their original currency. This could have significant impact on our results if such increase or decrease in the value of the U.S. dollar is substantial.

Interest expense and interest income

Interest expense was $303 million and $201 million for the years ended December 30, 2023 and December 31, 2022, respectively. The increase from the prior year is due primarily to higher interest rates on commercial paper and floating rate debt versus the prior year as well as an $18 million gain in the prior year related to a portion of certain forward-starting interest rate swaps no longer designated as cash flow hedges due to changes in forecasted debt issuance.

Interest income (recorded in other income (expense), net) was $101 million and $33 million for the years ended December 30, 2023 and December 31, 2022, respectively. The increase from the prior year is due to higher interest rates on cash deposits.

Income taxes

Our reported effective tax rate for 2023 and 2022 was 24.8% and 20.0%, respectively.

The higher effective tax rate for the year ended December 30, 2023, compared to the prior year, was due primarily to a valuation allowance recorded in the fourth quarter of 2023 in conjunction with the separation of our North America cereal business.

Adjusted effective tax rates for 2023 and 2022 were 20.7% and 20.8%, respectively.

The following table provides a reconciliation of reported to adjusted income taxes and effective income tax rate for 2023 and 2022.


Consolidated results (dollars in millions)	2023			2022
Reported income taxes	$	258		$	180
Mark-to-market	(28)			(81)


Separation costs	(22)			(6)
Business and portfolio realignment	4			(3)
Intangible asset impairment	(8)			—

Gain related to interest rate swaps	—			5
Foreign valuation allowance	21			—



Adjusted income taxes	$	291		$	265
Reported effective income tax rate	24.8		%	20.0		%
Mark-to-market	1.1			(0.6)


Separation costs	(0.6)			(0.3)
Business and portfolio realignment	0.2			—
Intangible asset impairment	—			—
Loss on divestiture	1.8			—
Gain related to interest rate swaps	—			0.1
Foreign valuation allowance	1.6			—
UK tax rate change	—


Adjusted effective income tax rate	20.7		%	20.8		%

Note: Tables may not foot due to rounding.

For more information on reconciling items in the table above, please refer to the Significant items impacting comparability section.

Fluctuations in foreign currency exchange rates could impact the expected effective income tax rate as it is dependent upon U.S. dollar earnings of foreign subsidiaries doing business in various countries with differing statutory rates. Additionally, the rate could be impacted by tax legislation and if pending uncertain tax matters, including tax positions that could be affected by planning initiatives, are resolved more or less favorably than we currently expect.

LIQUIDITY AND CAPITAL RESOURCES

At this time we anticipate current cash and marketable security balances, operating cash flows, together with our credit facilities and other financing sources including commercial paper, credit and bond markets, will be adequate to meet our operating, investing and financing needs. We expect cash provided by operating activities of $1.7 billion and capital expenditures of approximately $700 million in 2024. We currently have $2.5 billion of unused revolving credit agreements, including $1.5 billion effective through 2026 and $1.0 billion effective through December 2024, as well as continued access to the commercial paper markets. We are currently in compliance with all debt covenants and do not have material uncertainty about our ability to maintain compliance in future periods. We continue to utilize available capacity within the Monetization Programs to maintain financial flexibility without negatively impacting working capital.

Our principal source of liquidity is operating cash flows supplemented by borrowings for major acquisitions and other significant transactions. Our cash-generating capability is one of our fundamental strengths and provides us with substantial financial flexibility in meeting operating and investing needs.

We have historically reported negative working capital primarily as the result of our focus to improve core working capital by reducing our levels of trade receivables and inventory while establishing competitive market-based terms with suppliers. The impacts of the extended customer terms programs and of the monetization programs are included in our calculation of core working capital and are largely offsetting. These programs are all part of our ongoing working capital management.

We periodically monitor our supplier payment terms to assess whether our terms are competitive and in line with local market terms. To the extent that such assessment indicates that our supplier payment terms are not aligned with local market terms, we may seek to adjust our terms, including extending or shortening our payment due dates as appropriate. Supplier payment term modifications did not have a material impact on our cash flows during 2023, and are not expected to have a material impact in 2024.

We have a substantial amount of indebtedness which results in current maturities of long-term debt and notes payable which can have a significant impact on working capital as a result of the timing of these required payments. These factors, coupled with the use of our ongoing cash flows from operations to service our debt obligations, pay dividends, fund acquisition opportunities, and repurchase our common stock, reduce our working capital amounts.

We had negative working capital of $1.7 billion and $2.2 billion as of December 30, 2023 and December 31, 2022, respectively.

We believe that our operating cash flows, together with our credit facilities and other available debt financing, including commercial paper, will be adequate to meet our operating, investing and financing needs in the foreseeable future. However, there can be no assurance that volatility and/or disruption in the global capital and credit markets will not impair our ability to access these markets on terms acceptable to us, or at all.

The following table sets forth a summary of our cash flows:


(dollars in millions)	2023		2022
Net cash provided by (used in):
Operating activities	$	1,645	$	1,651
Investing activities	(562)		(448)
Financing activities	(1,110)		(1,081)
Effect of exchange rates on cash and cash equivalents	2		(109)
Net increase (decrease) in cash and cash equivalents	$	(25)	$	13

Operating activities

The principal source of our operating cash flows is net earnings, primarily cash receipts from the sale of our products, net of costs to manufacture and market our products.

Net cash provided by our operating activities for 2023 totaled $1,645 million compared to $1,651 million in the prior year. Net sales increase as well as profit margin recovery allowed us to generate cash to offset incremental cash costs related to separation activities as well as the absence of North America cereal's cash flow in the fourth quarter. This resulted in similar year-over-year net cash provided by operating activities.

Our total pension and postretirement benefit plan funding amounted to $42 million and $23 million for the years ended December 30, 2023 and December 31, 2022, respectively.

The Pension Protection Act (PPA), and subsequent regulations, determines defined benefit plan minimum funding requirements in the United States. We believe that we will not be required to make any contributions under PPA requirements until 2024 or beyond. Our projections concerning timing of PPA funding requirements are subject to change primarily based on general market conditions affecting trust asset performance, future discount rates based on average yields of high quality corporate bonds and our decisions regarding certain elective provisions of the PPA.

We currently project that we will make total U.S. and foreign benefit plan contributions in 2024 of approximately $64 million. Actual 2024 contributions could be different from our current projections, as influenced by our decision to undertake discretionary funding of our benefit trusts versus other competing investment priorities, future changes in government requirements, trust asset performance, renewals of union contracts, or higher-than-expected health care claims cost experience.

We measure free cash flow as net cash provided by operating activities reduced by expenditures for property additions. We use this non-GAAP financial measure of free cash flow to focus management and investors on the amount of cash available over time for debt repayment, dividend distributions, acquisition opportunities, and share repurchases. Our free cash flow metric is reconciled to the most comparable GAAP measure, as follows:


(dollars in millions)	2023		2022
Net cash provided by operating activities	$	1,645	$	1,651
Additions to properties	(677)		(488)
Free cash flow	$	968	$	1,163

Investing activities

Our net cash used in investing activities for 2023 totaled $562 million compared to $448 million in 2022 due primarily to higher capital expenditures in preparation of the separation transaction as well as phasing of capital expenditures over the two preceding years.

Capital spending in 2023 included investments in our supply chain infrastructure, including manufacturing capacity expansions in multiple markets as well as investments in conjunction with the separation transaction.

Cash paid for additions to properties as a percentage of net sales was 5.1% and 3.9% in 2023 and 2022, respectively.

Financing activities

Our net cash used in financing activities totaled $1,110 million compared to $1,081 million during the prior year. During 2023, the net distribution received from WK Kellogg Co and proceeds from the $400 million ten-year U.S. Dollar Notes issuance were utilized to repay commercial paper and $550 million, seven-year U.S. Dollar Notes upon maturity.

Total debt was $5.9 billion and $6.6 billion at year-end 2023 and 2022, respectively.

The following table reflects net debt amounts:



(millions, unaudited)	December 30, 2023		December 31, 2022
Notes payable	$	121	$	467
Current maturities of long-term debt	663		780
Long-term debt	5,089		5,317
Total debt liabilities	$	5,873	$	6,564
Less:
Cash and cash equivalents	(274)		(299)

Net debt	$	5,599	$	6,265

In November 2023, we repaid $550 million, seven-year 2.65% U.S. Dollar Notes due 2023, upon maturity.

During the first quarter of 2023, the Company issued $400 million of ten-year 5.25% Notes due 2033, resulting in net proceeds after discount and underwriting commissions of $396 million. The proceeds from these notes were used for general corporate purposes, including the payment of offering related fees and expenses, repayment of the $210 million 2.75% Notes when they matured on March 1, 2023, and repayment of a portion of commercial paper borrowings. The Notes contain customary covenants that limit the ability of the Company and its restricted subsidiaries (as defined) to incur certain liens or enter into certain sale and lease-back transactions, as well as a change of control provision.

In November 2022, we repaid €600 million, five-year 0.80% Euro Notes due 2022, upon maturity.

We paid quarterly dividends to shareholders totaling $2.34 per share in 2023 versus $2.34 per share in 2022. On February 16, 2024, the Board of Directors declared a dividend of $.56 per common share, payable on March 15, 2024 to shareholders of record at the close of business on March 1, 2024.

We entered into an unsecured Five-Year Credit Agreement in December 2021, allowing us to borrow, on a revolving credit basis, up to $1.5 billion and expiring in December 2026.

In December 2023, we entered into an unsecured 364-Day Credit Agreement to borrow, on a revolving credit basis, up to $1.0 billion at any time outstanding, to replace the $1.0 billion 364-day facility that was set to expire in December 2023.

The Five-Year and 364 Day Credit Agreements which had no outstanding borrowings as December 30, 2023, contain customary covenants and warranties, including specified restrictions on indebtedness, liens and a specified interest expense coverage ratio. If an event of default occurs, then, to the extent permitted, the administrative agents may terminate the commitments under the credit facilities, accelerate any outstanding loans under the agreements, and demand the deposit of cash collateral equal to the lender's letter of credit exposure plus interest. The Company was in compliance with all financial covenants contained in these agreements at December 30, 2023.

Our Notes contain customary covenants that limit the ability of the Company and its restricted subsidiaries (as defined) to incur certain liens or enter into certain sale and lease-back transactions and also contain a change of control provision. There are no significant restrictions on the payment of dividends. We were in compliance with all covenants as of December 30, 2023.

The Notes do not contain acceleration of maturity clauses that are dependent on credit ratings. A change in our credit ratings could limit our access to the U.S. short-term debt market and/or increase the cost of refinancing long-term debt in the future. However, even under these circumstances, we would continue to have access to our 364-Day Credit Facility, which expires in December 2024, as well as our Five-Year Credit Agreement, which expires in December 2026. This source of liquidity is unused and available on an unsecured basis, although we do not currently plan to use it.

We monitor the financial strength of our third-party financial institutions, including those that hold our cash and cash equivalents as well as those who serve as counterparties to our credit facilities, our derivative financial instruments, and other arrangements.

We continue to believe that we will be able to meet our interest and principal repayment obligations and maintain our debt covenants for the foreseeable future, while still meeting our operational needs, including the pursuit of select acquisitions. This will be accomplished through our strong cash flow, our short-term borrowings, and our maintenance of credit facilities on a global basis.

Monetization and Accounts Payable Tracking Systems

We have a program in which customers could extend their payment terms in exchange for the elimination of early payment discounts (Extended Terms Program). In order to mitigate the net working capital impact of the Extended Terms Program for discrete customers, we entered into agreements to sell, on a revolving basis, certain trade accounts receivable balances to third party financial institutions (Monetization Programs). Transfers under the Monetization Programs are accounted for as sales of receivables resulting in the receivables being de-recognized from our Consolidated Balance Sheet. The Monetization Programs provide for the continuing sale of certain

receivables on a revolving basis until terminated by either party; however the maximum funding from receivables that may be sold at any time is currently $975 million, but may be increased or decreased as customers move in or out of the Extended Terms Program and as additional financial institutions move in or out of the Monetization Programs. Accounts receivable sold of $697 million and $609 million remained outstanding under this arrangement as of December 30, 2023 and December 31, 2022, respectively.

The Monetization Programs are designed to directly offset the impact the Extended Terms Program would have on the days-sales-outstanding (DSO) metric that is critical to the effective management of the Company's accounts receivable balance and overall working capital. Current DSO levels within North America are consistent with DSO levels prior to the execution of the Extended Term Program and Monetization Programs.

Refer to Note 3 within Notes to Consolidated Financial Statements for further information related to the sale of accounts receivable.

We have agreements with third parties to provide accounts payable tracking systems which facilitate participating suppliers’ ability to monitor and, if elected at their discretion, make offers to sell one or more of our payment obligations prior to their scheduled due dates at a discounted price to participating financial institutions. We have no economic interest in the sale of these suppliers’ receivables and no direct financial relationship with the financial institutions concerning these services. Our obligations to our suppliers, including amounts due and scheduled payment dates, are not impacted by suppliers’ decisions to sell amounts under the arrangements. However, our right to offset balances due from suppliers against payment obligations is restricted by the agreements for those payment obligations that have been sold by suppliers.

Refer to Note 1 within Notes to Consolidated Financial Statements for further information related to accounts payable.

If financial institutions were to terminate their participation in the Monetization Programs and we are not able to modify related customer payment terms, working capital could be negatively impacted. Additionally, working capital could be negatively impacted if we shorten our supplier payment terms as a result of supplier negotiations. For suppliers participating in the Accounts Payable Tracking Systems, financial institutions may terminate their participation or we could experience a downgrade in our credit rating that could result in higher costs to suppliers. If working capital is negatively impacted as a result of these events and we were unable to secure alternative programs, we may have to utilize our various financing arrangements for short-term liquidity or increase our long-term borrowings.

CONTRACTUAL OBLIGATIONS

We have material contractual obligations that arise in the normal course of business and we believe cash flow from operations will be adequate to meet our liquidity and capital needs for at least the next 12 months. In addition to principal and interest payments on our outstanding long-term debt and notes payable balances, our contractual obligations primarily consist of lease payments, income taxes, pension and postretirement benefits and unconditional purchase obligations.

A summary of our operating and finance lease obligations as of December 30, 2023 can be found in Note 8 “Leases and Other Commitments”, to the Consolidated Financial Statements contained in this report.

A summary of principal payments for long-term debt as of December 30, 2023 can be found in Note 9 “Debt”, to the Consolidated Financial Statements contained in this report.

Interest payments will be approximately $142 million per year from 2024 through 2028 and approximately $646 million in total from 2029 through the last debt maturity date.

A summary of our pension and postretirement benefit obligations as of December 30, 2023 can be found in Notes 11 “Pension Benefits” and Note 12 “Nonpension Postretirement and Postemployment Benefits”, to the Consolidated Financial Statements contained in this report.

See Note 14 “Income Taxes”, to the Consolidated Financial Statements contained in this report for discussion of uncertain tax positions.

Our unconditional purchase obligations consist primarily of fixed commitments for raw materials to be utilized in the normal course of business and for marketing, advertising and other services. As of December 30, 2023, unconditional purchase obligations totaled approximately $1.5 billion. Approximately $1.3 billion of these unconditional purchase obligations will be settled in the ordinary course of business in the next 12 months.

As of December 30, 2023, we did not have any material off-balance sheet arrangements.

CRITICAL ACCOUNTING ESTIMATES

Promotional expenditures

Our promotional activities are conducted either through the retail trade or directly with consumers and include activities such as in-store displays and events, feature price discounts, consumer coupons, contests and loyalty programs. The costs of these activities are generally recognized at the time the related revenue is recorded, which normally precedes the actual cash expenditure. The recognition of these costs therefore requires management judgment regarding the volume of promotional offers that will be redeemed by either the retail trade or consumer. These estimates are made using various techniques including historical data on performance of similar promotional programs. Differences between estimated expense and actual redemptions are normally immaterial and recognized as a change in management estimate in a subsequent period. On a full-year basis, these subsequent period adjustments represent less than 1% of our company’s net sales. However, our company’s total promotional expenditures (including amounts classified as a revenue reduction) are significant, so it is likely our results would be materially different if different assumptions or conditions were to prevail.

Goodwill and other intangible assets

We review our operating segment and reporting unit structure annually or as significant changes in the organization occur and assess goodwill impairment risk throughout the year by performing a qualitative review of entity-specific, industry, market and general economic factors affecting our reporting units with goodwill. Annually during the fourth quarter, in conjunction with our annual budgeting process, we may perform qualitative testing, or depending on factors such as prior-year test results, current year developments, current risk evaluations and other practical considerations, we may instead perform a quantitative impairment test. In our quantitative testing, we compare a reporting unit’s estimated fair value with its carrying value. The reporting unit’s fair value is estimated using a combination of a market multiples and discounted cash flow methodologies. The market multiples approach is based on either sales or earnings before interest, taxes, depreciation and amortization for companies that are comparable to our reporting units. The discounted cash flow approach incorporates assumptions surrounding planned growth rates, market-based discount rates and estimates of residual value. The assumptions used for the impairment test are consistent with those utilized by a market participant performing similar valuations for our reporting units. These estimates are made using various inputs including historical data, current and anticipated market conditions, management plans, and market comparables. If the carrying value of a reporting unit exceeds its fair value, we consider the reporting unit impaired and reduce its carrying value of goodwill such that the reporting unit’s new carrying value is the estimated fair value.

Similarly, we assess indefinite-life intangible assets impairment risk throughout the year by performing a qualitative review and assessing events and circumstances that could affect the fair value or carrying value of these intangible assets. Annually during the fourth quarter, in conjunction with our annual budgeting process, we may perform qualitative testing, or depending on factors such as prior-year test results, current year developments, current risk evaluations and other practical considerations, we may instead perform a quantitative impairment test. In the quantitative testing, we compare an intangible asset’s estimated fair value with its carrying value with the intangible asset’s fair value being determined using estimates of future cash flows to be generated from that asset based on estimates of future sales, as well as assumptions surrounding earnings growth rates, royalty rates and discount rates consistent with rates used by market participants. These estimates are made using various inputs including historical data, current and anticipated market conditions, management plans, and market comparables. If the carrying value of the asset exceeds its fair value, we consider the asset impaired and reduce its carrying value to the estimated fair value.

We also evaluate the useful life over which a non-goodwill intangible asset with a finite life is expected to contribute directly or indirectly to our cash flows. Reaching a determination on useful life requires significant judgments and assumptions regarding the future effects of obsolescence, demand, competition, other economic factors (such as the stability of the industry, known technological advances, legislative action that results in an uncertain or changing regulatory environment, and expected changes in distribution channels), the level of required maintenance expenditures, and the expected lives of other related groups of assets.

At December 30, 2023, goodwill and other intangible assets amounted to $7.0 billion, consisting primarily of goodwill and brands. Within this total, approximately $1.8 billion of non-goodwill intangible assets were classified as indefinite-lived, including $1.6 billion related to trademarks, comprised principally of Pringles and cracker-related trademarks. The majority of all goodwill and other intangible assets are recorded in our North America operating segment.

The Company's annual reporting unit goodwill impairment testing, performed through the fourth quarter of 2023, consisted of quantitative testing due primarily to the passage of time since the last quantitative test. No heightened risk or qualitative indicators of impairment of any reporting units was identified.

The Company's annual intangible asset impairment testing was also performed through the fourth quarter of 2023 consisting of qualitative or quantitative testing for all significant intangible assets. As a result of the annual impairment testing the Company recognized a non-cash impairment of $34 million related to a brand in the North America operating segment that relates to snack category products. In performing the quantitative test of this brand, fair value was determined using a relief from royalty valuation method that includes estimates, and significant assumptions, of future cash flows to be generated from that asset based on estimates of future sales, royalty rate and discount rate consistent with rates used by market participants. After the impairment, the carrying value of this brand was $150 million at December 30, 2023. No other heightened risk or qualitative indicators of impairment of any other intangible assets was identified.

Fair value determinations used in the annual testing require considerable judgment and are sensitive to changes in underlying assumptions, estimates, and market factors. Estimating the fair value of individual reporting units or indefinite-lived intangible assets requires making assumptions and estimates regarding the Company’s future plans, as well as industry, economic, and regulatory conditions. If current expectations of future growth rates and margins are not met, if market factors outside of the Company’s control, such as market comparables, rising discount rates, income tax rates, foreign currency exchange rate volatility, or inflation, change, or if management’s expectations or plans otherwise change, then one or more of our reporting units or indefinite-lived assets might become impaired in the future.

Retirement benefits

Our company sponsors a number of U.S. and foreign defined benefit employee pension plans and also provides retiree health care and other welfare benefits in the United States and Canada. Plan funding strategies are influenced by tax regulations and asset return performance. A majority of plan assets are invested in a globally diversified portfolio of debt and equity securities with smaller holdings of other investments. We recognize the cost of benefits provided during retirement over the employees’ active working life to determine the obligations and expense related to our retiree benefit plans. Inherent in this concept is the requirement to use various actuarial assumptions to predict and measure costs and obligations many years prior to the settlement date. Major actuarial assumptions that require significant management judgment and have a material impact on the measurement of our consolidated benefits expense and accumulated obligation include the long-term rates of return on plan assets, the health care cost trend rates, the mortality table and improvement scale, and the interest rates used to discount the obligations for our major plans, which cover employees in the United States, United Kingdom and Canada.

Our expense recognition policy for pension and nonpension postretirement benefits is to immediately recognize actuarial gains and losses in our results in the year in which they occur. Actuarial gains and losses are recognized annually as of our measurement date, which is our fiscal year-end, or when remeasurement is otherwise required under generally accepted accounting principles.

Additionally, for purposes of calculating the expected return on plan assets related to pension and nonpension postretirement benefits we use the fair value of plan assets.

To conduct our annual review of the long-term rate of return on plan assets, we model expected returns over a 20-year investment horizon with respect to the specific investment mix of each of our major plans. The return assumptions used reflect a combination of rigorous historical performance analysis and forward-looking views of the financial markets including consideration of current yields on long-term bonds, price-earnings ratios of the major stock market indices, and long-term inflation. Our U.S. plan model, corresponding to approximately 56% of our trust assets globally, currently incorporates a long-term inflation assumption of 2.5% and a 2023 weighted-average active management premium of 0.84% for the pension plans and 0.93% for the retiree medical plan, (net of fees) validated by historical analysis and future return expectations. Although we review our expected long-term rates of return annually, our benefit trust investment performance for one particular year does not, by itself, significantly influence

our evaluation. Our expected rates of return have generally not been revised, provided these rates continue to fall within a “more likely than not” corridor of between the 25th and 75th percentile of expected long-term returns, as determined by our modeling process. Because of a change in the asset mixes between the US pension and retiree medical trusts, separate rate of return assumptions were used in 2023. Our assumed rate of return for U.S. plans in 2023 was 7.75% for the pension plans and 8.00% for the retiree medical plan, which equated to approximately the 55th and 53rd percentile expectations of our model, respectively. Similar methods are used for various foreign plans with invested assets, reflecting local economic conditions. Foreign trust investments represent approximately 44% of our global benefit plan assets.

Based on consolidated benefit plan assets at December 30, 2023, a 100 basis point increase or decrease in the assumed rate of return would correspondingly decrease or increase 2024 benefits expense by approximately $23 million. For the years ended December 30, 2023 and December 31, 2022, our actual return on plan assets was more than the recognized assumed return by $52 million and less than the recognized by $1.5 billion, respectively.

Pension assets include a level 3 investment comprising 32% of total plan assets as of December 30, 2023. The investment, a buy-in annuity contract, is valued based on the estimated cost to enter an equivalent contract at the balance sheet date.

Our initial health care cost trend rate is reviewed annually and adjusted as necessary to remain consistent with recent historical experience and our expectations regarding short-term future trends. Our initial trend rate for 2024 of 6.50% reflects the recognition of increased short-term inflation and the health care provisions of the Inflation Reduction Act. Our initial rate remains flat through 2025 before trending downward by 0.25% per year, until the ultimate trend rate of 4.5% is reached. The ultimate trend rate is adjusted annually, as necessary, to approximate the current economic view on the rate of long-term inflation plus an appropriate health care cost premium. Any arising health care claims cost-related experience gain or loss is recognized in the year in which they occur. The experience gain arising from recognition of 2023 claims experience was approximately $4 million.

Assumed mortality rates of plan participants are a critical estimate in measuring the expected payments a participant will receive over their lifetime and the amount of expense we recognize. In 2019, the Society of Actuaries (SOA) published updated mortality tables and an updated improvement scale. In 2021, the SOA released an improvement scale that incorporated an additional year of data. In 2022 and 2023, the SOA did not release an updated improvement scale. In determining the appropriate mortality assumptions as of 2023 fiscal year-end, we used the 2019 SOA tables with collar adjustments based on Kellanova’s current population, consistent with the prior year. In addition, our assumption for future mortality improvement continues to be based on mortality information available from the Social Security Administration and other sources, consistent with the prior year and in line with our expectations for future experience. There were no changes to the year-end pension and postretirement benefit obligations due to mortality assumption changes.

To conduct our annual review of discount rates, we selected the discount rate based on a cash-flow matching analysis using Willis Towers Watson’s proprietary RATE:Link tool and projections of the future benefit payments constituting the projected benefit obligation for the plans. RATE:Link establishes the uniform discount rate that produces the same present value of the estimated future benefit payments, as is generated by discounting each year’s benefit payments by a spot rate applicable to that year. The spot rates used in this process are derived from a yield curve created from yields on the 40th to 90th percentile of U.S. high quality bonds. A similar methodology is applied in Canada and Europe. The projected benefit obligation for the plan in the United Kingdom is set equal to the fair value of the buy-in annuity contracts. We use a December 31 measurement date for our defined benefit plans. Accordingly, we select yield curves to measure our benefit obligations that are consistent with market indices during December of each year.

Based on consolidated obligations at December 30, 2023, a 25 basis point decline in the yield curve used for benefit plan measurement purposes would decrease 2024 benefits expense by approximately $2 million and would result in an immediate loss recognition of $174 million. All obligation-related actuarial gains and losses are recognized immediately in the year in which they occur.

Despite the previously-described policies for selecting major actuarial assumptions, we periodically experience material actuarial gains or losses due to differences between assumed and actual experience and due to changing economic conditions. During 2023, we recognized a net actuarial loss of approximately $142 million compared to a net actuarial loss of approximately $228 million in 2022. The total net loss recognized in 2023 was driven by a loss of approximately $184 million from assumption changes, including decreases in the discount rate and from the UK

buy-in of annuities for existing scheme participants, and a loss of approximately $10 million from plan experience, partially offset by a gain of approximately $52 million from higher than expected asset returns.

During 2023, we made contributions in the amount of $25 million to Kellanova’s global tax-qualified pension programs. This amount was mostly non-discretionary. Additionally, we contributed $10 million to our retiree medical programs.

Income taxes

Our consolidated effective income tax rate is influenced by tax planning opportunities available to us in the various jurisdictions in which we operate. The calculation of our income tax provision and deferred income tax assets and liabilities is complex and requires the use of estimates and judgment.

We recognize tax benefits associated with uncertain tax positions when, in our judgment, it is more likely than not that the positions will be sustained upon examination by a taxing authority. For tax positions that meet the more likely than not recognition threshold, we initially and subsequently measure the tax benefits as the largest amount that we judge to have a greater than 50% likelihood of being realized upon ultimate settlement. Our liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the progress of tax audits, new or emerging legislation and tax planning. The tax position will be de-recognized when it is no longer more likely than not of being sustained. Significant adjustments to our liability for unrecognized tax benefits impacting our effective tax rate are separately presented in the rate reconciliation table of Note 14 within Notes to Consolidated Financial Statements.

Management monitors the Company’s ability to utilize certain future tax deductions, operating losses and tax credit carryforwards, prior to expiration as well as the reinvestment assertion regarding our undistributed foreign earnings. Changes resulting from management’s assessment will result in impacts to deferred tax assets and the corresponding impacts on the effective income tax rate. Valuation allowances were recorded to reduce deferred tax assets to an amount that will, more likely than not, be realized in the future.

FUTURE OUTLOOK

The Company affirmed the financial guidance for 2024 that it had first provided in August, 2023, at its Day@K investor event. The Company is projecting:

•Organic-basis net sales growth of approximately 3% or better against a recast 2023.

•Adjusted-basis operating profit of approximately $1,850-1,900 million.

•Adjusted-basis earnings per share of approximately $3.55-3.65.

•Net cash provided by operating activities of approximately $1.7 billion, with capital expenditure of about $0.7 billion, which is elevated this year for the expansion of Pringles capacity in emerging markets. As a result, free cash flow is expected to be approximately $1.0 billion.

Reconciliation of non-GAAP guidance measures

We are unable to reasonably estimate the potential full-year financial impact of mark-to-market adjustments because these impacts are dependent on future changes in market conditions (interest rates, return on assets, and commodity prices). Similarly, because of volatility in foreign exchange rates and shifts in country mix of our international earnings, we are unable to reasonably estimate the potential full-year financial impact of foreign currency translation.

The adjusted-basis dollar range guidance shown below incorporates an impact from foreign currency based solely on prevailing exchange rates as of December 30, 2023.

As a result, these impacts are not included in the guidance provided. Therefore, we are unable to provide a full reconciliation of these non-GAAP measures used in our guidance without unreasonable effort as certain information necessary to calculate such measure on a GAAP basis is unavailable, dependent on future events outside of our control and cannot be predicted without unreasonable efforts by the Company.

See the table below that outlines the projected impact of certain other items that are excluded from non-GAAP guidance for 2024:


Impact of certain items excluded from Non-GAAP guidance:	Net Sales	Operating Profit	Earnings Per Share
Business and portfolio realignment (pre-tax)		$60-$70M	$0.17 - $0.20
Network optimization (pre-tax)		$150-$160M	$0.43 - $0.46
Income tax impact applicable to adjustments, net**			$0.13 - $0.14

Adjusted guidance		$1,850-$1,900M	$3.55 - $3.65

Organic guidance *	~ 3%

* 2024 full year guidance for net sales, operating profit, and earnings per share are provided on a non-GAAP basis only because certain information necessary to calculate such measures on a GAAP basis is unavailable, dependent on future events outside of our control and cannot be predicted without unreasonable efforts by the Company. These items for 2024 include impacts of mark-to-market adjustments for pension plans (service cost, interest cost, expected return on plan assets, and other net periodic pension costs are not excluded), commodity contracts, certain equity investments, and certain foreign currency contracts. The Company is providing quantification of known adjustment items where available.

** Represents the estimated income tax effect on the reconciling items, using weighted-average statutory tax rates, depending upon the applicable jurisdiction.


Reconciliation of Non-GAAP amounts - Free Cash Flow Guidance
(billions)
			Full Year 2024
Net cash provided by (used in) operating activities			~ $1.7
Additions to properties			~ ($0.7)
Free Cash Flow			~ $1.0

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our company is exposed to certain market risks, which exist as a part of our ongoing business operations. We use derivative financial and commodity instruments, where appropriate, to manage these risks. As a matter of policy, we do not engage in trading or speculative transactions. Refer to Note 15 within Notes to Consolidated Financial Statements for further information on our derivative financial and commodity instruments.

Foreign exchange risk

Our company is exposed to fluctuations in foreign currency cash flows related primarily to third-party purchases, intercompany transactions, and when applicable, nonfunctional currency denominated third-party debt. Our company is also exposed to fluctuations in the value of foreign currency investments in subsidiaries and cash flows related to repatriation of these investments.

Additionally, volatile market conditions arising from geopolitical events may result in significant changes in foreign exchange rates, and in particular a weakening of foreign currencies relative to the U.S. dollar may negatively affect the translation of foreign currency denominated earnings to U.S. dollars. Primary exposures include the U.S. dollar versus the euro, British pound, Australian dollar, Canadian dollar, Mexican peso, Brazilian real, Nigerian naira, Polish Zloty and Egyptian pound, and in the case of inter-subsidiary transactions, the British pound versus the euro.

During the second quarter of 2023, the Nigerian government removed certain currency restrictions over the Nigerian Naira leading to a significant decline in the exchange rate of the Naira to the U.S. dollar on the official market in Nigeria. As a result of this decline in the exchange rate, the U.S. dollar value of the assets, liabilities, expenses and revenues of our Nigerian business in our consolidated financial statements has decreased significantly compared to prior periods. The consolidated assets of our Nigerian business represented approximately 5% of our consolidated assets as of December 30, 2023, compared to 8% as of December 31, 2022. Net sales of our Nigerian business were 8% of our consolidated net sales year-to-date period ended December 30, 2023, but could become a smaller percentage of our overall sales if exchange rates as of year-end persist or decline further in 2024.

In addition to our consolidated Nigerian business, the Company also has an investment in an unconsolidated entity, Tolaram Africa Foods PTE LTD (TAF), that holds an investment in a Nigerian food manufacturer. This investment is accounted for under the equity method of accounting and is evaluated for indicators of other than temporary impairment. During 2023, the Company recorded significant foreign currency translation adjustments due to the devaluation of the Nigerian Naira. The Company, following its accounting practice of recording the operations of its subsidiary, TAF, on a one-month lag basis has recognized these adjustments based on the foreign currency exchange rates as of the end of November 2023. The aggregate effect of these adjustments for the year resulted in translation losses of approximately $141 million, which have been recognized in other comprehensive income.

We assess foreign currency risk based on transactional cash flows and translational volatility and may enter into forward contracts, options, and currency swaps to reduce fluctuations in long or short currency positions. Forward contracts and options are generally less than 18 months duration. Currency swap agreements may be established in conjunction with the term of underlying debt issuances.

The total notional amount of foreign currency derivative instruments, including cross currency swaps, at year-end 2023 was $4.8 billion, representing a net settlement obligation of $21 million. The total notional amount of foreign currency derivative instruments at year-end 2022 was $4.5 billion, representing a net settlement receivable of $153 million. All of these derivatives were hedges of anticipated transactions, translational exposure, or existing assets or liabilities. Foreign currency contracts generally mature within 18 months and cross currency contracts mature with the related debt. Assuming an unfavorable 10% change in year-end exchange rates, the settlement obligation would have increased by $329 million, resulting in a net settlement obligation of $350 million at year-end 2023 and the settlement receivable would have decreased by $342 million at year-end 2022. These unfavorable changes would generally have been offset by favorable changes in the values of the underlying exposures.

Interest rate risk

Our company is exposed to interest rate volatility with regard to future issuances of fixed rate debt and existing and future issuances of variable rate debt. Primary exposures include movements in U.S. Treasury rates, Secured Overnight Financing Rate (SOFR), and commercial paper rates. We periodically use interest rate swaps and forward interest rate contracts to reduce interest rate volatility and funding costs associated with certain debt issues, and to achieve a desired proportion of variable versus fixed rate debt, based on current and projected market conditions.

We entered into interest rate swaps, and in some instances terminated interest rate swaps, in connection with certain U.S. Dollar and Euro Notes. The total notional amount of interest rate swaps at year-end 2023 was $2.3 billion, representing a net settlement obligation of $93 million. The total notional amount of interest rate swaps at year-end 2022 was $2.7 billion, representing a net settlement obligation of $23 million. Assuming average variable rate debt levels during the year, a one percentage point increase in interest rates would have increased interest expense by approximately $14 million and $12 million at year-end 2023 and 2022, respectively.

Price risk

Our company is exposed to price fluctuations primarily as a result of anticipated purchases of raw and packaging materials, fuel, and energy. Primary exposures include corn, wheat, potato flakes, soybean oil, sugar, cocoa, cartonboard, natural gas, and diesel fuel. We have historically used the combination of long-term contracts with suppliers, and exchange-traded futures and option contracts to reduce price fluctuations in a desired percentage of forecasted raw material purchases over a duration of generally less than 18 months.

Geopolitical instability, including wars and conflicts (including conflicts in Ukraine and the Middle East), actual and potential shifts in U.S. and foreign, trade, economic and other policies, as well as other global events, have resulted in certain impacts to the global economy, including market disruptions, supply chain challenges, and inflationary pressures. During the fiscal year ended December 30, 2023 we continued to experience elevated commodity and supply chain costs, including procurement and manufacturing costs, although certain supply chain challenges have eased. We continue to mitigate the dollar impact of this input cost inflation through the execution of productivity initiatives and revenue growth management actions. We continue to expect input cost inflation to be flat during 2024.

The total notional amount of commodity derivative instruments at year-end 2023 was $201 million, representing a settlement obligation of less than a $1 million. The total notional amount of commodity derivative instruments at year-end 2022 was $230 million, representing a settlement receivable of approximately $2 million. Assuming a 10%

decrease in year-end commodity prices, the settlement obligation would have increased by $11 million, resulting in a net settlement obligation of approximately $11 million at year-end 2023, and the settlement receivable would have decreased by approximately $18 million at year-end 2022, generally offset by a reduction in the cost of the underlying commodity purchases.

In addition to the commodity derivative instruments discussed above, we use long-term contracts with suppliers to manage a portion of the price exposure associated with future purchases of certain raw materials, including rice, sugar, cartonboard, and corrugated boxes.

Reciprocal collateralization agreements

In some instances we have reciprocal collateralization agreements with counterparties regarding fair value positions in excess of certain thresholds. These agreements call for the posting of collateral in the form of cash, treasury securities or letters of credit if a net liability position to us or our counterparties exceeds a certain amount. As of December 30, 2023 and December 31, 2022, we had posted collateral of $59 million and $9 million, respectively. As of December 30, 2023 and December 31, 2022, margin deposits for exchange-traded commodity derivative instruments, were immaterial.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Kellanova and Subsidiaries

CONSOLIDATED STATEMENT OF INCOME

(in millions of U.S. Dollars, except per share data)


(millions, except per share data)	2023		2022		2021
Net sales	$	13,122	$	12,653	$	11,747
Cost of goods sold	8,839		8,842		7,929
Selling, general and administrative expense	2,778		2,600		2,435
Operating profit	$	1,505	$	1,211	$	1,383
Interest expense	303		201		205
Other income (expense), net	(162)		(108)		274
Income from continuing operations before income taxes	1,040		902		1,452
Income taxes	258		180		353
Earnings (loss) from unconsolidated entities	6		9		3
Net income from continuing operations	$	788	$	731	$	1,103
Net income (loss) attributable to noncontrolling interests	13		2		7
Income from discontinued operations, net of taxes	176		231		392
Net income attributable to Kellanova	$	951	$	960	$	1,488
Per share amounts:
Earnings Per Common Share - Basic
Earnings from continuing operations	$	2.27	$	2.14	$	3.21
Earnings from discontinued operations	$	0.51	$	0.67	$	1.15
Net Earnings Per Common Share - Basic	$	2.78	$	2.81	$	4.36
Earnings Per Common Share - Diluted
Earnings from continuing operations	$	2.25	$	2.12	$	3.19
Earnings from discontinued operations	$	0.51	$	0.67	$	1.14
Net Earnings Per Common Share - Diluted	$	2.76	$	2.79	$	4.33

Refer to Notes to Consolidated Financial Statements.

Kellanova and Subsidiaries

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(in millions of U.S. Dollars)


	2023						2022						2021
(millions)	Pre-tax amount		Tax (expense) benefit		After-tax amount		Pre-tax amount		Tax (expense) benefit		After-tax amount		Pre-tax amount		Tax (expense) benefit		After-tax amount
Net income					$	964					$	962					$	1,495
Other comprehensive income (loss):
Foreign currency translation adjustments:
Foreign currency translation adjustments during period	$	(446)	$	2	(444)		$	(412)	$	3	(409)		$	(222)	$	5	(217)
Net investment hedges:
Net investment hedges gain (loss)	(128)		32		(96)		287		(72)		215		236		(62)		174
Cash flow hedges:
Net deferred gain (loss) on cash flow hedges	(19)		5		(14)		221		(57)		164		38		(10)		28
Reclassification to net income	9		(2)		7		(2)		1		(1)		22		(6)		16
Postretirement and postemployment benefits:
Amounts arising during the period:
Net experience gain (loss)	—		—		—		5		(1)		4		(2)		1		(1)
Prior service credit (cost)	(15)		8		(7)		(3)		1		(2)		(18)		4		(14)
Reclassification to net income:
Net experience (gain) loss	(1)		—		(1)		(2)		1		(1)		(2)		—		(2)
Prior service (credit) cost	(1)		—		(1)		1		—		1		—		—		—
Available-for-sale securities:
Unrealized gain (loss)	1		—		1		(5)		—		(5)		(1)		—		(1)
Reclassification to net income	3		—		3		1		—		1		(2)		—		(2)
Other comprehensive income (loss)	$	(597)	$	45	$	(552)	$	91	$	(124)	$	(33)	$	49	$	(68)	$	(19)
Comprehensive income					$	412					$	929					$	1,476
Net income (loss) attributable to noncontrolling interests					13						2						7
Other comprehensive income (loss) attributable to noncontrolling interests					(229)						(46)						(30)
Comprehensive income attributable to Kellanova					$	628					$	973					$	1,499

Refer to Notes to Consolidated Financial Statements.

Kellanova and Subsidiaries

CONSOLIDATED BALANCE SHEET

(in millions of U.S. Dollars, except per share data)


(millions, except share data)	2023		2022
Current assets
Cash and cash equivalents	$	274	$	299
Accounts receivable, net	1,568		1,532
Inventories	1,243		1,339
Other current assets	245		378
Current assets of discontinued operations	—		638
Total current assets	3,330		4,186
Property, net	3,212		3,090
Operating lease right-of-use assets	661		610
Goodwill	5,160		5,381
Other intangibles, net	1,930		2,239
Investment in unconsolidated entities	184		432
Other assets	1,144		1,280
Non-current assets of discontinued operations	—		1,278
Total assets	$	15,621	$	18,496
Current liabilities
Current maturities of long-term debt	$	663	$	780
Notes payable	121		467
Accounts payable	2,314		2,568
Current operating lease liabilities	121		118
Accrued advertising and promotion	766		709
Accrued salaries and wages	278		318
Other current liabilities	797		841
Current liabilities of discontinued operations	—		548
Total current liabilities	5,060		6,349
Long-term debt	5,089		5,317
Operating lease liabilities	532		482
Deferred income taxes	497		707
Pension liability	613		593
Other liabilities	461		490
Non-current liabilities of discontinued operations	—		183
Commitments and contingencies (Note 16)
Equity
Common stock, $0.25 par value, 1,000,000,000 shares authorized Issued: 421,326,361 shares in 2023 and 421,209,894 shares in 2022	105		105
Capital in excess of par value	1,101		1,068
Retained earnings	8,804		9,197
Treasury stock, at cost 80,738,167 shares in 2023 and 79,409,966 shares in 2022	(4,794)		(4,721)
Accumulated other comprehensive income (loss)	(2,041)		(1,708)
Total Kellanova equity	3,175		3,941
Noncontrolling interests	194		434
Total equity	3,369		4,375
Total liabilities and equity	$	15,621	$	18,496

Refer to Notes to Consolidated Financial Statements.

Kellanova and Subsidiaries

CONSOLIDATED STATEMENT OF EQUITY

(in millions of U.S. Dollars, except per share data)


(millions)	Common stock			Capital in excess of par value		Retained earnings		Treasury stock			Accumulated other comprehensive income (loss)		Total Kellanova equity		Non- controlling interests		Total equity
	shares	amount						shares	amount
Balance, January 2, 2021	421	$	105	$	972	$	8,326	77	(4,559)		$	(1,732)	$	3,112	$	524	$	3,636
Common stock repurchases								4	(240)				(240)				(240)
Net income (loss)						1,488							1,488		7		1,495
Acquisition of noncontrolling interest				22									22		30		52

Dividends declared ($2.31 per share)						(788)							(788)				(788)
Distributions to noncontrolling interest													—		(36)		(36)
Other comprehensive income (loss)											11		11		(30)		(19)
Stock compensation				68									68				68
Stock options exercised and other	—			(39)		2		(1)	84				47				47
Balance, January 1, 2022	421	$	105	$	1,023	$	9,028	80	$	(4,715)	$	(1,721)	$	3,720	$	495	$	4,215
Common stock repurchases								5	(300)				(300)				(300)
Net income (loss)						960							960		2		962
Dividends declared ($2.34 per share)						(797)							(797)				(797)
Distributions to noncontrolling interest													—		(17)		(17)
Other comprehensive income (loss)											13		13		(46)		(33)
Stock compensation				96									96				96
Stock options exercised and other	—			(51)		6		(6)	294				249				249
Balance, December 31, 2022	421	$	105	$	1,068	$	9,197	79	$	(4,721)	$	(1,708)	$	3,941	$	434	$	4,375
Common stock repurchases								3	(170)				(170)				(170)
Net income (loss)						951							951		13		964
Dividends declared ($2.34 per share)						(800)							(800)				(800)
Distributions to noncontrolling interest													—		(24)		(24)
Distribution of WK Kellogg Co.						(537)					(10)		(547)				(547)
Other comprehensive income (loss)											(323)		(323)		(229)		(552)
Stock compensation				95									95				95
Stock options exercised and other				(62)		(7)		(1)	97				28				28
Balance, December 30, 2023	421	$	105	$	1,101	$	8,804	81	$	(4,794)	$	(2,041)	$	3,175	$	194	$	3,369

Refer to Notes to Consolidated Financial Statements.

Kellanova and Subsidiaries

CONSOLIDATED STATEMENT OF CASH FLOWS

(in millions of U.S. Dollars)


(millions)	2023		2022		2021
Operating activities
Net income	$	964	$	962	$	1,495
Adjustments to reconcile net income to operating cash flows:
Depreciation and amortization	419		478		467
Postretirement benefit plan expense (benefit)	53		240		(392)
Deferred income taxes	(21)		(46)		125
Stock compensation	95		96		68

Loss on Russia Divestiture	113		—		—



Other	40		(42)		(44)

Postretirement benefit plan contributions	(42)		(23)		(20)
Changes in operating assets and liabilities, net of acquisitions and divestitures:
Trade receivables	(42)		(257)		(9)
Inventories	139		(411)		(135)
Accounts payable	(340)		411		194




All other current assets and liabilities	267		243		(48)
Net cash provided by (used in) operating activities	$	1,645	$	1,651	$	1,701
Investing activities
Additions to properties	$	(677)	$	(488)	$	(553)
Issuance of notes receivable	(4)		(22)		(28)
Repayments from notes receivable	—		10		28




Settlement of net investment hedges	68		37		19
Investments in unconsolidated entities	—		—		(10)

Purchases of available for sale securities	(15)		(17)		(61)
Sales of available for sale securities	64		19		72
Other	2		13		5
Net cash provided by (used in) investing activities	$	(562)	$	(448)	$	(528)
Financing activities
Net increase (reduction) of notes payable, with maturities less than or equal to 90 days	(356)		337		(27)
Issuances of notes payable, with maturities greater than 90 days	35		28		73
Reductions of notes payable, with maturities greater than 90 days	(25)		(35)		(63)
Issuances of long-term debt	404		39		361
Reductions of long-term debt	(780)		(648)		(650)

Net issuances of common stock	60		277		63
Common stock repurchases	(170)		(300)		(240)
Cash dividends	(800)		(797)		(788)
Proceeds received from debt issued and retained by WK Kellogg Co	663		—		—
Cash retained by WK Kellogg Co at separation	(78)		—		—
Other	(63)		18		(35)
Net cash provided by (used in) financing activities	$	(1,110)	$	(1,081)	$	(1,306)
Effect of exchange rate changes on cash and cash equivalents	2		(109)		(16)
Increase (decrease) in cash and cash equivalents	$	(25)	$	13	$	(149)
Cash and cash equivalents at beginning of period	299		286		435
Cash and cash equivalents at end of period	$	274	$	299	$	286

Supplemental cash flow disclosures:
Interest paid	$	291	$	220	$	213
Income taxes paid	$	322	$	312	$	365

Supplemental cash flow disclosures of non-cash investing activities:

Additions to properties included in accounts payable	$	138	$	209	$	162

Refer to Notes to Consolidated Financial Statements.

Kellanova and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1

ACCOUNTING POLICIES

Basis of presentation

The consolidated financial statements include the accounts of the Kellanova (the Company), formerly Kellogg Company, those of the subsidiaries that it controls due to ownership of a majority voting interest (Kellanova or the Company).

In accordance with applicable accounting guidance, the results of WK Kellogg Co are presented as discontinued operations in the consolidated statements of operations and, as such, have been excluded from both continuing operations and segment results for all periods presented. Further, the Company reclassified the assets and liabilities of WK Kellogg Co as assets and liabilities of discontinued operations in the consolidated balance sheet as of December 31, 2022. The consolidated statements of comprehensive income, equity and cash flows are presented on a consolidated basis for both continuing operations and discontinued operations. All amounts, percentages and disclosures for all periods presented reflect only the continuing operations of Kellanova unless otherwise noted. See Note 2 for additional information.

The Company continually evaluates its involvement with variable interest entities (VIEs) to determine whether it has variable interests and is the primary beneficiary of the VIE. When these criteria are met, the Company is required to consolidate the VIE. The Company’s share of earnings or losses of nonconsolidated affiliates is included in its consolidated operating results using the equity method of accounting when it is able to exercise significant influence over the operating and financial decisions of the affiliate. The Company records investments in equity securities at fair value if it is not able to exercise significant influence over the operating and financial decisions of the affiliate. The Company's investments in equity securities without a readily determinable fair value are recorded at original cost with adjustments for fair value only when observable price changes from orderly transactions for the investment are identified. Our investments in unconsolidated affiliates and equity securities without a readily determinable fair value are evaluated, at least annually, for indicators of an other-than-temporary impairment. Intercompany balances and transactions are eliminated.

The Company’s fiscal year normally ends on the Saturday closest to December 31 and as a result, a 53rd week is added approximately every sixth year. The Company’s 2023, 2022 and 2021 fiscal years each contained 52 weeks and ended on December 30, 2023, December 31, 2022, and January 1, 2022, respectively. Certain prior period amounts have been updated to conform to the current period presentation.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods reported. The Company's critical estimates include those related to promotional expenditures, goodwill and other intangible assets, retirement benefits, and income taxes. Actual results could differ from those estimates and could be impacted from macroeconomic conditions.

Cash and cash equivalents

Highly liquid investments with remaining stated maturities of three months or less when purchased are considered cash equivalents and recorded at cost.

Accounts receivable

Accounts receivable consists principally of trade receivables, which are recorded at the invoiced amount, net of allowances for expected credit losses and prompt payment discounts. Trade receivables do not bear interest. The allowance for expected credit losses represents management’s estimate of the amount of probable credit losses in existing accounts receivable, as determined from a review of past due balances, historical loss information, and an evaluation of customer accounts for potential future losses. Account balances are written off against the allowance when management determines the receivable is uncollectible. For the fiscal years ended 2023 and 2022 the

Company did not have off-balance sheet credit exposure related to its customers. Please refer to Note 3 for information on sales of accounts receivable.

Inventories

Inventories are valued at the lower of cost or net realizable value. Cost is determined on an average cost basis.

Property

The Company’s property consists mainly of plants and equipment used for manufacturing activities. These assets are recorded at cost and depreciated over estimated useful lives using straight-line methods for financial reporting and accelerated methods, where permitted, for tax reporting. Major property categories are depreciated over various periods as follows (in years): manufacturing machinery and equipment 15-30; office equipment 5; computer equipment and capitalized software 3-7; building components 20; building structures 10-50. Cost includes interest associated with significant capital projects. Plant and equipment are reviewed for impairment when conditions indicate that the carrying value may not be recoverable. Such conditions include an extended period of idleness or a plan of disposal. Assets to be disposed of at a future date are depreciated over the remaining period of use. Assets to be sold are written down to realizable value at the time the assets are being actively marketed for sale and a sale is expected to occur within one year. There were no material assets held for sale at the fiscal year-end 2023 or 2022.

Goodwill and other intangible assets

The Company reviews our operating segment and reporting unit structure annually or as significant changes in the organization occur and assesses goodwill impairment risk throughout the year by performing a qualitative review of entity-specific, industry, market and general economic factors affecting our reporting units with goodwill. Annually during the fourth quarter, in conjunction with our annual budgeting process, the Company may perform qualitative testing, or depending on factors such as prior-year test results, current year developments, current risk evaluations and other practical considerations, the Company may instead perform a quantitative impairment test. In our quantitative testing, the Company compares a reporting unit’s estimated fair value with its carrying value. The reporting unit’s fair value is estimated using a combination of a market multiples and discounted cash flow methodologies. The market multiples approach is based on either sales or earnings before interest, taxes, depreciation and amortization for companies that are comparable to the Company’s reporting units. The discounted cash flow approach incorporates assumptions surrounding planned growth rates, market-based discount rates and estimates of residual value. The assumptions used for the impairment test are consistent with those utilized by a market participant performing similar valuations for the Company’s reporting units. These estimates are made using various inputs including historical data, current and anticipated market conditions, management plans, and market comparables. If the carrying value of a reporting unit exceeds its fair value, the Company considers the reporting unit impaired and reduces its carrying value of goodwill such that the reporting unit’s new carrying value is the estimated fair value.

Similarly, the Company assesses indefinite-life intangible assets impairment risk throughout the year by performing a qualitative review and assessing events and circumstances that could affect the fair value or carrying value of these intangible assets. Annually during the fourth quarter, in conjunction with our annual budgeting process, the Company may perform qualitative testing, or depending on factors such as prior-year test results, current year developments, current risk evaluations and other practical considerations, the Company may instead perform a quantitative impairment test. In the quantitative testing, the Company compares an intangible asset’s estimated fair value with its carrying value with the intangible asset’s fair value being determined using estimates of future cash flows to be generated from that asset based on estimates of future sales, as well as assumptions surrounding earnings growth rates, royalty rates and discount rates consistent with rates used by market participants. These estimates are made using various inputs including historical data, current and anticipated market conditions, management plans, and market comparables. If the carrying value of the asset exceeds its fair value, we consider the asset impaired and reduce its carrying value to the estimated fair value.

We amortize definite-life intangible assets over their estimated useful lives, which materially approximates the pattern of economic benefit and evaluate them for impairment as we do other long-lived assets.

Accounts payable

The Company establishes competitive market-based terms with our suppliers, regardless of whether they participate in supplier finance programs, which generally range from 0 to 150 days dependent on their respective industry and geography.

The Company has agreements with third parties to provide accounts payable tracking systems which facilitate participating suppliers’ ability to monitor and, if elected, sell payment obligations from the Company to designated third-party financial institutions. Participating suppliers may, at their sole discretion, make offers to sell one or more payment obligations of the Company prior to their scheduled due dates at a discounted price to participating financial institutions. The Company has no economic interest in the sale of these suppliers’ receivables and no direct financial relationship with the financial institutions concerning these services. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by suppliers’ decisions to sell amounts under the arrangements. However, the Company’s right to offset balances due from suppliers against payment obligations is restricted by the agreements for those payment obligations that have been sold by suppliers. The payment of these obligations by the Company is included in cash used in operating activities in the Consolidated Statement of Cash Flows. As of December 30, 2023, $825 million of the Company’s outstanding payment obligations had been placed in the accounts payable tracking system. As of December 31, 2022, $932 million of the Company’s outstanding payment obligations had been placed in the accounts payable tracking system.

Revenue recognition

The Company recognizes sales upon delivery of its products to customers. Revenue, which includes shipping and handling charges billed to the customer, is reported net of applicable discounts, returns, allowances, and various government withholding taxes. Methodologies for determining these provisions are dependent on local customer pricing and promotional practices, which range from contractually fixed percentage price reductions to reimbursement based on actual occurrence or performance. Where applicable, future reimbursements are estimated based on a combination of historical patterns and future expectations regarding specific in-market product performance.

The Company recognizes revenue from the sale of food products which are sold to retailers through direct sales forces, broker and distributor arrangements. The Company also recognizes revenue from the license of our trademarks granted to third parties who use these trademarks on their merchandise and revenue from hauling services provided to third parties within certain markets. Revenue from these licenses and hauling services is not material to the Company.

Contract balances recognized in the current period that are not the result of current period performance are not material to the Company. The Company also does not incur costs to obtain or fulfill contracts.

The Company does not adjust the promised amount of consideration for the effects of significant financing components as the Company expects, at contract inception, that the period between the transfer of a promised good or service to a customer and when the customer pays for that good or service will be one year or less.

The Company accounts for shipping and handling activities that occur before the customer has obtained control of a good as fulfillment activities recorded in cost of goods sold (COGS) rather than as a promised service.

The Company excludes from the measurement of transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the Company from a customer for sales taxes.

Performance obligations

The Company recognizes revenue when (or as) performance obligations are satisfied by transferring control of the goods to customers. Control is transferred upon delivery of the goods to the customer. The customer is invoiced with payment terms which are commensurate with the customer’s credit profile. Shipping and/or handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs.

The Company assesses the goods and services promised in its customers’ purchase orders and identifies a performance obligation for each promise to transfer a good or service (or bundle of goods or services) that is distinct. To identify the performance obligations, the Company considers all the goods or services promised, whether explicitly stated or implied based on customary business practices. For a purchase order that has more than one performance obligation, the Company allocates the total consideration to each distinct performance obligation on a relative standalone selling price basis.

Significant Judgments

The Company offers various forms of trade promotions and the methodologies for determining these provisions are dependent on local customer pricing and promotional practices, which range from contractually fixed percentage price reductions to provisions based on actual occurrence or performance. Where applicable, future provisions are estimated based on a combination of historical patterns and future expectations regarding specific in-market product performance.

The Company's promotional activities are conducted either through the retail trade or directly with consumers and include activities such as in-store displays and events, feature price discounts, consumer coupons, contests and loyalty programs. The costs of these activities are generally recognized at the time the related revenue is recorded, which normally precedes the actual cash expenditure. The recognition of these costs therefore requires management judgment regarding the volume of promotional offers that will be redeemed by either the retail trade or consumer. These estimates are made using various techniques including historical data on performance of similar promotional programs. Differences between estimated expense and actual redemptions are normally immaterial in relation to net sales and recognized as a change in management estimate in a subsequent period. The liability associated with these promotions was recorded in accrued advertising and promotion.

The Company classifies promotional expenditures to its customers, the cost of consumer coupons, and other cash redemption offers in net sales.

Advertising and promotion

The Company expenses production costs of advertising the first time the advertising takes place. Advertising expense is classified in selling, general and administrative (SGA) expense.

The Company also classifies consumer promotional expenditures in SGA expense. These promotional expenses are estimated using various techniques including historical cash expenditure and redemption experience and patterns. Differences between estimated expense and actual redemptions are normally immaterial and recognized as a change in management estimate in a subsequent period. The liability associated with these advertising and promotional activities is recorded in accrued advertising and promotion.

The cost of promotional package inserts is recorded in cost of goods sold (COGS).

Research and development

The costs of research and development (R&D) are expensed as incurred and are classified in SGA expense. R&D includes expenditures for new product and process innovation, as well as significant technological improvements to existing products and processes. The Company’s R&D expenditures primarily consist of internal salaries, wages, consulting, and supplies attributable to time spent on R&D activities. Other costs include depreciation and maintenance of research facilities and equipment, including assets at manufacturing locations that are temporarily engaged in pilot plant activities.

Stock-based compensation

The Company uses stock-based compensation, including stock options, restricted stock, restricted stock units, and executive performance shares, to provide long-term performance incentives for its global workforce.

The Company classifies pre-tax stock compensation expense in SGA and COGS within its corporate operations. Expense attributable to awards of equity instruments is recorded in capital in excess of par value in the Consolidated Balance Sheet.

Certain of the Company’s stock-based compensation plans contain provisions that prorate vesting of awards upon retirement, disability, or death of eligible employees and directors. A stock-based award is considered vested for expense attribution purposes when the employee’s retention of the award is no longer contingent on providing subsequent service. Accordingly, the Company recognizes compensation cost immediately for awards granted to retirement-eligible individuals or over the period from the grant date to the date retirement eligibility is achieved, if less than the stated vesting period.

The Company recognizes compensation cost for stock option awards that have a graded vesting schedule on a straight-line basis over the requisite service period for the entire award.

Income taxes

The Company recognizes uncertain tax positions based on a benefit recognition model. Provided that the tax position is deemed more likely than not of being sustained, the Company recognizes the largest amount of tax benefit that is greater than 50 percent likely of being ultimately realized upon settlement. The tax position is derecognized when it is no longer more likely than not of being sustained. The Company classifies income tax-related interest and penalties as interest expense and SGA expense, respectively, on the Consolidated Statement of Income. The current portion of the Company’s unrecognized tax benefits is presented in the Consolidated Balance Sheet in other current assets and other current liabilities, and the amounts expected to be settled after one year are recorded in other assets and other liabilities.

Derivative Instruments

The fair value of derivative instruments is recorded in other current assets, other assets, other current liabilities or other liabilities.

Derivative instruments are classified on the Consolidated Balance Sheet based on the contractual maturity of the instrument or the timing of the underlying cash flows of the instrument for derivatives with contractual maturities beyond one year. Any collateral associated with derivative instruments is classified as other assets or other current liabilities on the Consolidated Balance Sheet depending on whether the counterparty collateral is in an asset or liability position. Margin deposits related to exchange-traded commodities are recorded in accounts receivable, net on the Consolidated Balance Sheet. On the Consolidated Statement of Cash Flows, cash flows associated with derivative instruments are classified according to the nature of the underlying hedged item. Cash flows associated with collateral and margin deposits on exchange-traded commodities are classified as investing cash flows when the collateral account is in an asset position and as financing cash flows when the collateral account is in a liability position.

Gains and losses representing either hedge ineffectiveness, hedge components excluded from the assessment of effectiveness, or hedges of translational exposure are recorded in the Consolidated Statement of Income in other income (expense), net (OIE) or interest expense.

Cash flow hedges. Qualifying derivatives are accounted for as cash flow hedges when the hedged item is a forecasted transaction. Gains and losses on these instruments are recorded in other comprehensive income until the underlying transaction is recorded in earnings. When the hedged item is realized, gains or losses are reclassified from accumulated other comprehensive income (loss) (AOCI) to the Consolidated Statement of Income on the same line item as the underlying hedged transaction.

Fair value hedges. Qualifying derivatives are accounted for as fair value hedges when the hedged item is a recognized asset, liability, or firm commitment. Gains and losses on these instruments are recorded in earnings, offsetting gains and losses on the hedged item.

Net investment hedges. Qualifying derivative and nonderivative financial instruments are accounted for as net investment hedges when the hedged item is a nonfunctional currency investment in a subsidiary. Gains and losses on these instruments are included in foreign currency translation adjustments in AOCI.

Derivatives not designated for hedge accounting. Gains and losses on these instruments are recorded in the Consolidated Statement of Income, on the same line item as the underlying hedged item.

Foreign currency exchange risk. The Company is exposed to fluctuations in foreign currency cash flows related primarily to third-party purchases, intercompany transactions and when applicable, nonfunctional currency denominated third-party debt. The Company is also exposed to fluctuations in the value of foreign currency investments in subsidiaries and cash flows related to repatriation of these investments. Additionally, the Company is exposed to volatility in the translation of foreign currency denominated earnings to U.S. dollars. Management assesses foreign currency risk based on transactional cash flows and translational volatility and may enter into forward contracts, options, and currency swaps to reduce fluctuations in long or short currency positions.

Forward contracts and options are generally less than 18 months duration.

For foreign currency cash flow and fair value hedges, the assessment of effectiveness is generally based on changes in spot rates. Changes in time value are reported in OIE.

Interest rate risk. The Company is exposed to interest rate volatility with regard to future issuances of fixed rate debt and existing and future issuances of variable rate debt. The Company periodically uses interest rate swaps, including forward-starting swaps, to reduce interest rate volatility and funding costs associated with certain debt issues, and to achieve a desired proportion of variable versus fixed rate debt, based on current and projected market conditions.

Fixed-to-variable interest rate swaps are accounted for as fair value hedges and the assessment of effectiveness is based on changes in the fair value of the underlying debt, using incremental borrowing rates currently available on loans with similar terms and maturities.

Price risk. The Company is exposed to price fluctuations primarily as a result of anticipated purchases of raw and packaging materials, fuel, and energy. The Company has historically used the combination of long-term contracts with suppliers, and exchange-traded futures and option contracts to reduce price fluctuations in a desired percentage of forecasted raw material purchases over a duration of generally less than 18 months.

Pension benefits, nonpension postretirement and postemployment benefits

The Company sponsors a number of U.S. and foreign plans to provide pension, health care, and other welfare benefits to retired employees, as well as salary continuance, severance, and long-term disability to former or inactive employees.

The recognition of benefit expense is based on actuarial assumptions, such as discount rate, long-term rate of compensation increase, and long-term rate of return on plan assets and health care cost trend rate. Service cost is reported in COGS and SGA expense on the Consolidated Statement of Income. All other components of net periodic pension cost are included in OIE.

Postemployment benefits. The Company recognizes an obligation for postemployment benefit plans that vest or accumulate with service. Obligations associated with the Company’s postemployment benefit plans, which are unfunded, are included in other current liabilities and other liabilities on the Consolidated Balance Sheet. All gains and losses are recognized over the average remaining service period of active plan participants.

Postemployment benefits that do not vest or accumulate with service or benefits to employees in excess of those specified in the respective plans are expensed as incurred.

Pension and nonpension postretirement benefits. The Company recognizes actuarial gains and losses in operating results in the year in which they occur. Experience gains and losses are recognized annually as of the measurement date, which is the Company’s fiscal year-end, or when remeasurement is otherwise required under generally accepted accounting principles. The Company uses the fair value of plan assets to calculate the expected return on plan assets.

Reportable segments are allocated service cost. All other components of pension and postretirement benefit expense, including interest cost, expected return on assets, prior service cost, and experience gains and losses are considered unallocated corporate costs and are not included in the measure of reportable segment operating results. See Note 18 for more information on reportable segments. Management reviews the Company’s expected long-term rates of return annually; however, the benefit trust investment performance for one particular year does not, by itself, significantly influence this evaluation.

For defined benefit pension and postretirement plans, the Company records the net overfunded or underfunded position as a pension asset or pension liability on the Consolidated Balance Sheet.

Leases

The Company leases certain warehouses, equipment, vehicles, and office space primarily through operating lease agreements. Finance lease obligations and activity are not material to the Consolidated Financial Statements. Lease obligations are primarily for real estate assets, with the remainder related to manufacturing and distribution related equipment, vehicles, information technology equipment, and rail cars. Leases with an initial term of 12 months or less are not recorded on the balance sheet.

A portion of the Company's real estate leases include future variable rental payments that include inflationary adjustment factors. The future variability of these adjustments is unknown and therefore not included in the

minimum lease payments. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The leases have remaining terms which range from less than 1 year to 17 years and the majority of leases provide the Company with the option to exercise one or more renewal terms. The length of the lease term used in recording lease assets and lease liabilities is based on the contractually required lease term adjusted for any options to renew or early terminate the lease that are reasonably certain of being executed.

The Company combines lease and non-lease components together in determining the minimum lease payments for the majority of leases. The Company has elected to not combine lease and non-lease components for assets controlled indirectly through third party service-related agreements that include significant production related costs. The Company has closely analyzed these agreements to ensure any embedded costs related to the securing of the leased asset is properly segregated and accounted for in measuring the lease assets and liabilities.

The majority of the leases do not include a stated interest rate, and therefore the Company's periodic incremental borrowing rate is used to determine the present value of lease payments. This rate is calculated based on a collateralized rate for the specific currencies used in leasing activities and the borrowing ability of the applicable Company legal entity.

Accounting standards to be adopted in future periods

Income Taxes: Improvements to Income Tax Disclosures: In December 2023, the FASB issued ASU 2023-09 to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. It will take effect for public entities fiscal years beginning after December 15, 2024, with early adoption permitted.The Company is currently assessing the impact of any incremental disclosures required by this ASU and the planned timing of adoption.

Segment Reporting: Improvements to Reportable Segment Disclosures. In November 2023, the FASB issued ASU 2023-07, which focuses on enhancing reportable segment disclosures under Segment Reporting (Topic 280). This new standard is designed to enhance the transparency of significant segment expenses on an interim and annual basis. It will take effect for public entities fiscal years beginning after December 15, 2023, with the option for earlier adoption at any time before the specified date, with retrospective requirements. The Company is currently assessing the impact of any incremental disclosures required by this ASU and the planned timing of adoption.

Accounting standards adopted during the period

Supplier Finance Programs: Disclosure of Supplier Finance Program Obligations. In September 2022, the FASB issued an ASU to improve the disclosures of supplier finance programs. Specifically, the ASU requires disclosure of key terms of the supplier finance programs and a rollforward of the related obligations. The amendments in this ASU do not affect the recognition, measurement, or financial statement presentation of obligations covered by supplier finance programs. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2022, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company has historically presented information regarding the nature and amount of outstanding Accounts Payable obligations confirmed into supplier finance programs within the Accounting Policies note of the financial statements. The Company adopted the ASU in the first quarter of 2023 and plans to include the rollforward information in the first quarter of 2024.

NOTE 2

DISCONTINUED OPERATIONS

As disclosed in Note 1, on October 2, 2023, the Company completed the separation of its North America cereal business resulting in two independent companies, Kellanova and WK Kellogg Co. As a result of the distribution, Kellanova shareholders of record on September 21, 2023, received one share of WK Kellogg Co common stock for every four shares of Kellanova common stock.

liabilities of WK Kellogg Co as assets and liabilities of discontinued operations in the consolidated balance sheet as of December 31, 2022. The consolidated statements of cash flows are presented on a consolidated basis for both continuing operations and discontinued operations.

The following table presents key components of “Income from discontinued operations, net of income taxes” for the fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022:


(millions)	2023		2022		2021
Net sales	$	2,085	$	2,662	$	2,434
Cost of goods sold	$	1,387	$	1,858	$	1,692
Selling, general and administrative expense	$	479	$	381	$	373
Operating profit	$	219	$	423	$	369
Interest expense	$	26	$	17	$	18
Other income (expense), net	$	54	$	(111)	$	162
Income from discontinued operations before income taxes	$	247	$	295	$	513
Income taxes	$	71	$	64	$	121
Net income from discontinued operations, net of tax	$	176	$	231	$	392

The following table presents assets and liabilities that are classified as discontinued operations on the consolidated balance sheet as of December 31, 2022:


(millions)
Cash and cash equivalents	$	—
Accounts receivable, net	$	204
Inventories	$	429
Other current assets	$	5
Total current assets of discontinued operations	$	638
Property, net	$	699
Operating lease right-of-use assets	$	7
Goodwill	$	305
Other intangibles	$	57
Other assets	$	210
Total assets of discontinued operations	$	1,916



Accounts payable	$	405
Current operating lease liabilities	$	3
Accrued advertising and promotion	$	57
Accrued salaries and wages	$	52
Other current liabilities	$	31
Total current liabilities of discontinued operations	$	548

Operating lease liabilities	$	4
Deferred income taxes	$	53
Pension liability	$	116
Other non-current liabilities	$	10
Total liabilities of discontinued operations	$	731

The following table presents significant cash flow items from discontinued operations for the fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022:


(millions)	2023		2022		2021
Depreciation and amortization	$	52	$	74	$	72
Additions to properties	$	107	$	87	$	90
Postretirement benefit plan expense (benefit)	$	(53)	$	123	$	(143)

On September 29, 2023, in connection with the planned separation, WK Kellogg Co entered into a Credit Agreement (the “Credit Agreement”) and borrowed $664 million under the term loan and revolving credit facility under the Credit Agreement. Approximately $663 million of these borrowings was paid by WK Kellogg Co to Kellanova in the form of a dividend. Pursuant to the conditions of the private letter ruling from the Internal Revenue Service, Kellanova used the proceeds from the dividend, along with cash on hand to repay outstanding commercial paper and the 2.65% Senior Notes due 2023, which had an outstanding principal balance of $550 million. In a pro rata spin-off of consolidated subsidiaries, the distribution of the assets and liabilities are recognized through equity instead of net income. Accordingly, Kellanova has recognized the distribution of net assets to WK Kellogg Co in retained earnings. Following the completion of the separation on October 2, 2023, the term loan and revolving credit facility under the Credit Agreement are no longer obligations of Kellanova.

In connection with the separation, WK Kellogg Co entered into several agreements with Kellanova that govern the relationship of the parties following the spin-off including a Separation and Distribution Agreement, a Manufacturing and Supply Agreement (“Supply Agreement”), a Tax Matters Agreement, Employee Matters Agreement, Transition Services Agreement (“TSA”), and various lease agreements.

Pursuant to the TSA, both Kellanova and WK Kellogg Co agree to provide certain services to each other, on an interim, transitional basis from and after the separation and the distribution for an initial duration of two years following the spin-off. The TSA covers various services such as supply chain, IT, commercial, sales, Finance, HR, R&D and other Corporate. The remuneration to be paid for such services is generally intended to allow the company providing the services to recover all of its costs and expenses of providing such services. The costs and reimbursements related to services provided by Kellanova under the TSA are recorded in continuing operations with the consolidated statement of operations. During 2023 Kellanova recorded approximately $52 million of cost reimbursements related to the TSA, of which $37 million is recognized in COGS and $15 million in SGA in the Consolidated Statement of Income. These reimbursements are a direct offset within the consolidated statement of income to the costs incurred related to providing services under the TSA.

Pursuant to the Supply Agreement, Kellanova will continue to supply certain inventory to WKKC for a period of up to three years following the spin-off. Net sales of $18 million and cost of sales of $16 million were recognized in 2023 following the spin-off related to the Supply Agreement. Prior to the spin-off, such transactions were eliminated in the consolidated financial statements as intercompany transactions.

NOTE 3

SALE OF ACCOUNTS RECEIVABLE

The Company has a program in which a discrete group of customers are allowed to extend their payment terms in exchange for the elimination of early payment discounts (Extended Terms Program).

The Company has two Receivable Sales Agreements (Monetization Programs) described below, which are intended to directly offset the impact the Extended Terms Program would have on the days-sales-outstanding (DSO) metric that is critical to the effective management of the Company's accounts receivable balance and overall working capital. The Monetization Programs are designed to effectively offset the impact on working capital of the Extended Terms Program. The Monetization Programs sell, on a revolving basis, certain trade accounts receivable invoices to third party financial institutions. Transfers under these agreements are accounted for as sales of receivables resulting in the receivables being de-recognized from the Consolidated Balance Sheet. The Monetization Programs provide for the continuing sale of certain receivables on a revolving basis until terminated by either party; however, the maximum receivables that may be sold at any time is approximately $975 million. During 2023 the Company amended the agreements to increase the previous maximum receivables sold limit from approximately $920 million as of December 31, 2022.

The Company has no retained interest in the receivables sold, however the Company does have collection and administrative responsibilities for the sold receivables. The Company has not recorded any servicing assets or liabilities as of December 30, 2023 and December 31, 2022 for these agreements as the fair value of these servicing arrangements as well as the fees earned were not material to the financial statements.

Accounts receivable sold of $697 million and $609 million remained outstanding under these arrangements as of December 30, 2023 and December 31, 2022, respectively. The proceeds from these sales of receivables are included in cash from operating activities in the Consolidated Statement of Cash Flows. The recorded net loss on

sale of receivables was $41 million, $16 million and $6 million for the years ended December 30, 2023, December 31, 2022 and January 1, 2022, respectively. The recorded loss is included in OIE.

Other programs

Additionally, from time to time certain of the Company's foreign subsidiaries will transfer, without recourse, accounts receivable balances of certain customers to financial institutions. These transactions are accounted for as sales of the receivables resulting in the receivables being de-recognized from the Consolidated Balance Sheet. Accounts receivable sold of $8 million and $31 million remained outstanding under these programs as of December 30, 2023 and December 31, 2022, respectively. The proceeds from these sales of receivables are included in cash from operating activities in the Consolidated Statement of Cash Flows. The recorded net loss on the sale of these receivables is included in OIE and is not material.

NOTE 4

DIVESTITURE

Russia

In July 2023 the Company completed the sale of its Russian business. As a result of completing the transaction, the Company derecognized net assets of approximately $65 million and recorded a non-cash loss on the transaction of approximately $113 million in OIE, primarily related to the release of historical currency translation adjustments. The business was part of the Europe reportable segment and the sale resulted in a complete exit from the Russian market. The business in Russia represented approximately 1% of consolidated Kellanova net sales.

NOTE 5

INVESTMENTS IN UNCONSOLIDATED ENTITIES

The Company holds a 50% ownership interest in Tolaram Africa Foods, PTE LTD (TAF), a holding company with a 49% interest in Dufil Prima Foods, Plc, a food manufacturer in West Africa. The investment in TAF is accounted for under the equity method of accounting and comprises substantially all of the investment in unconsolidated entities balance on the Consolidated Balance Sheet. The Company records the activity of TAF on a one-month lag due to the timing required to obtain the financial statements from TAF management. TAF, and other entities affiliated with TAF, are suppliers to Multipro, a consolidated subsidiary in West Africa. The related trade payables are generally settled on a monthly basis. These suppliers' net sales, totaling $796 million and $900 million for the years ended December 30, 2023 and December 31, 2022, respectively, consist primarily of inventory purchases by Multipro.

During the second quarter of 2023, the Company recorded an out-of-period adjustment to correct an error in the foreign currency translation of its investment in TAF. The adjustment decreased investments in unconsolidated entities and increased other comprehensive loss by $113 million, respectively. We determined the adjustment to be immaterial to our Consolidated Financial Statements for the year to date period ended December 30, 2023 and related prior annual and quarterly periods.

During 2023, the Company recorded significant foreign currency translation adjustments due to the devaluation of the Nigerian Naira. The Company, following its accounting practice of recording the operations of its subsidiary, TAF, on a one-month lag basis has recognized these additional adjustments based on the foreign currency exchange rates as of the end of November 2023. The aggregate effect of these adjustments for the year resulted in translation losses of approximately $141 million, which have been recognized in other comprehensive income.

NOTE 6

GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and Other Intangible Assets

Changes in the carrying amount of goodwill, intangible assets subject to amortization, consisting primarily of customer relationships, and indefinite-lived intangible assets, consisting of brands and distribution agreements, are presented in the following tables:

Carrying amount of goodwill


(millions)	North America		Europe		Latin America		AMEA		Consolidated
January 1, 2022	$	4,118	$	350	$	171	$	827	$	5,466



Currency translation adjustment	(3)		(22)		6		(66)		(85)
December 31, 2022	$	4,115	$	328	$	177	$	761	$	5,381



Currency translation adjustment	1		8		14		(244)		(222)
December 30, 2023	$	4,116	$	336	$	191	$	517	$	5,160

Other intangible assets


	2023						2022
(millions)	Gross Amount		Accumulated Amortization		Net Amount		Gross Amount		Accumulated Amortization		Net Amount
Intangibles subject to amortization (a)	$	334	$	(154)	$	180	$	489	$	(162)	$	327
Intangibles not subject to amortization	$	1,750	$	—	$	1,750	$	1,912	$	—	$	1,912

(a) The currently estimated aggregate amortization expense for each of the next five succeeding fiscal periods is approximately $24 million per year through 2027.

Cumulative goodwill impairment losses are not material. The change in goodwill and other intangible asset values presented in the tables above include the impact of foreign currency translation adjustments which are primarily related to the devaluation of the Nigerian Naira.

Annual impairment testing

The Company's annual intangible asset impairment testing was also performed through the fourth quarter of 2023 consisting of qualitative or quantitative testing for all significant intangible assets. As a result of the annual impairment testing the Company recognized a non-cash impairment of $34 million in selling, general and administrative expense related to a brand in the North America operating segment that primarily relates to snack category products. In performing the quantitative test of this brand, fair value was determined using a relief from royalty valuation method that includes estimates, and significant assumptions, of future cash flows to be generated from that asset based on estimates of future sales, royalty rate and discount rate consistent with rates used by market participants. After the impairment, the carrying value of this brand was $150 million at December 30, 2023. No other heightened risk or qualitative indicators of impairment of any other intangible assets was identified.

NOTE 7

EQUITY

Earnings per share

Basic earnings per share is determined by dividing net income attributable to Kellanova by the weighted average number of common shares outstanding during the period. Diluted earnings per share is similarly determined, except that the denominator is increased to include the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. Dilutive potential common shares consist principally of employee stock options issued by the Company, restricted stock units, and to a lesser extent, certain contingently issuable performance shares. The total number of anti-dilutive potential common shares excluded from the reconciliation for each period was (shares in millions): 2023-3.9; 2022-2.9; 2021-10.6.

Stock transactions

The Company issues shares to employees and directors under various equity-based compensation and stock purchase programs, as further discussed in Note 10.

In February 2020, the Board of Directors approved a new authorization to repurchase up to $1.5 billion of the Company's common stock through December 2022. In December 2022, the board of directors approved a new authorization to repurchase up to $1.5 billion of our common stock through December 2025.

During 2023, the Company repurchased 3 million shares of common stock for a total of $170 million. During 2022, the Company repurchased 5 million shares of common stock for a total of $300 million. During 2021, the Company repurchased 4 million shares of common stock for a total of $240 million. As of December 30, 2023, approximately $1.3 billion remains available under the December 2022 stock repurchase program.

Comprehensive income

Comprehensive income includes net income and all other changes in equity during a period except those resulting from investments by or distributions to shareholders. Other comprehensive income consists of foreign currency translation adjustments, fair value adjustments associated with cash flow hedges, which are recorded in interest expense within the statement of income, upon reclassification from Accumulated Other Comprehensive Income (AOCI), adjustments for net experience gains (losses), prior service credit (costs) related to employee benefit plans and adjustments for unrealized (gains) losses on available-for-sale securities, which are recorded in other income (expense) within the statement of income, upon reclassification from AOCI. The related tax effects of these items are recorded in income tax expense within the statement of income, upon reclassification from AOCI.

Accumulated other comprehensive income (loss) as of December 30, 2023 and December 31, 2022 consisted of the following:


(millions)	December 30, 2023		December 31, 2022
Foreign currency translation adjustments	$	(2,326)	$	(2,111)
Net investment hedges gain (loss)	186		282
Cash flow hedges — net deferred gain (loss)	143		150
Postretirement and postemployment benefits:
Net experience gain (loss)	1		2
Prior service credit (cost)	(45)		(27)
Available-for-sale securities unrealized net gain (loss)	—		(4)
Total accumulated other comprehensive income (loss)	$	(2,041)	$	(1,708)

NOTE 8

LEASES AND OTHER COMMITMENTS

The Company recorded operating lease costs of $137 million, $132 million and $136 million for the years ended December 30, 2023, December 31, 2022 and January 1, 2022, respectively. Lease related costs associated with variable rent, short-term leases, and sale-leaseback arrangements, as well as sublease income, are each immaterial.


(millions)	Year ended December 30, 2023		Year ended December 31, 2022		Year ended January 1, 2022
Other information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	138	$	121	$	135
Right-of-use assets obtained in exchange for operating lease liabilities
New leases	$	89	$	84	$	55
Modified leases	$	74	$	27	$	53

Weighted-average remaining lease term - operating leases	7 years		7 years
Weighted-average discount rate - operating leases	3.6%		2.9%

At December 30, 2023 future maturities of operating leases were as follows:


(millions)	Operating leases
2024	$	139
2025	136
2026	109
2027	87
2028	62
2029 and beyond	208
Total minimum payments	$	741
Less interest	(88)
Present value of lease liabilities	$	653

Operating lease payments presented in the table above exclude $40 million of minimum lease payments for real-estate leases signed but not yet commenced as of December 30, 2023. The leases are expected to commence in 2024.

At December 30, 2023, future minimum annual lease commitments under non-cancelable finance leases were immaterial.

The Company has provided various standard indemnifications in agreements to sell and purchase business assets and lease facilities over the past several years, related primarily to pre-existing tax, environmental, and employee benefit obligations. Certain of these indemnifications are limited by agreement in either amount and/or term and others are unlimited. The Company has also provided various “hold harmless” provisions within certain service type agreements. Because the Company is not currently aware of any actual exposures associated with these indemnifications, management is unable to estimate the maximum potential future payments to be made. At December 30, 2023, the Company had not recorded any liability related to these indemnifications.

NOTE 9

DEBT

The following table presents the components of notes payable at year end December 30, 2023 and December 31, 2022:


(millions)	2023				2022
	Principal amount		Effective interest rate		Principal amount		Effective interest rate
U.S. commercial paper	$	—	—	%	$	330	4.46	%

Bank borrowings	121				137
Total	$	121			$	467

The following table presents the components of subordinated long-term debt at year end December 30, 2023 and December 31, 2022:


(millions)	2023		2022
4.50% $650 million U.S. Dollar Notes due 2046	$	639	$	639
5.25% $400 million U.S. Dollar Notes due 2033	397		—
7.45% $625 million U.S. Dollar Debentures due 2031	622		622
2.10% $500 million U.S. Dollar Notes due 2030	497		497
0.50% €300 million Euro Notes due 2029	329		317
4.30% $600 million U.S. Dollar Notes due 2028	552		539
3.40% $600 million U.S. Dollar Notes due 2027	598		597
3.25% $750 million U.S. Dollar Notes due 2026	747		745
1.25% €600 million Euro Notes due 2025	667		648
1.00% €600 million Euro Notes due 2024	655		617
2.65% $600 million U.S. Dollar Notes due 2023	—		547
2.75% $400 million U.S. Dollar Notes due 2023	—		210



Other	49		119
	5,752		6,097
Less current maturities	(663)		(780)
Balance at year end	$	5,089	$	5,317

During the first quarter of 2023, Kellanova issued $400 million of ten-year 5.25% Notes due 2033, resulting in net proceeds after discount and underwriting commissions of $396 million. The proceeds from these notes were used for general corporate purposes, including the payment of offering related fees and expenses, repayment of the $210 million 2.75% Notes when they matured on March 1, 2023, and repayment of a portion of commercial paper borrowings. The Notes contain customary covenants that limit the ability of the Company and its restricted subsidiaries (as defined) to incur certain liens or enter into certain sale and lease-back transactions, as well as a change of control provision.

In connection with the debt issuance, Kellanova terminated forward starting interest rate swaps with notional amounts totaling $400 million, resulting in a gain of $47 million in the first quarter of 2023. These derivatives were accounted for as cash flow hedges. The total net gain of $91 million, including those realized in prior periods, were recorded in accumulated other comprehensive income and will be amortized to interest expense over the term of the Notes. At the time of debt issuance, the effective interest rate on the Notes, reflecting issuance discount and hedge settlement was 3.06%.

In November 2022, the Company repaid the €600 million, five-year 0.80% Euro Notes due 2022, upon maturity.

All of the Company’s Notes contain customary covenants that limit the ability of the Company and its restricted subsidiaries (as defined) to incur certain liens or enter into certain sale and lease-back transactions and also contain a change of control provision. There are no significant restrictions on the payment of dividends by the Company. The Company was in compliance with all these covenants as of December 30, 2023.

The Company and two of its subsidiaries (the Issuers) maintain a program under which the Issuers may issue euro-commercial paper notes up to a maximum aggregate amount outstanding at any time of $750 million or its equivalent in alternative currencies. The notes may have maturities ranging up to 364 days and will be senior unsecured obligations of the applicable Issuer. Notes issued by subsidiary Issuers will be guaranteed by the Company. The notes may be issued at a discount or may bear fixed or floating rate interest or a coupon calculated by reference to an index or formula. There were no commercial paper notes outstanding under this program as of December 30, 2023 and December 31, 2022.

At December 30, 2023, the Company had $3.1 billion of short-term lines of credit and letters of credit, of which $3.0 billion were unused and available for borrowing primarily on an unsecured basis. These lines were comprised principally of the December 2021 unsecured $1.5 billion Five-Year Credit Agreement, which expires in December 2026, and an unsecured $1.0 billion 364-Day Credit Agreement.

The Five-Year Credit Agreement allows the Company to borrow, on a revolving credit basis, up to $1.5 billion, which includes the ability to obtain European swingline loans in an aggregate principal amount up to the equivalent of $300 million. In December 2021, the Company terminated the original Five-Year Credit Agreement, which was

originally set to expire in January of 2023, and entered into a new Five-Year Credit Agreement, which expires in December 2026.

In December 2023, the Company entered into an unsecured 364-Day Credit Agreement to borrow, on a revolving credit basis, up to $1.0 billion at any time outstanding, which is expected to mature in December 2024.

Scheduled principal repayments on long-term debt are (in millions): 2024–$671; 2025–$670; 2026–$757; 2027–$607; 2028–$608; 2028 and beyond–$2,519.

Financial institutions have issued standby letters of credit conditionally guaranteeing obligations on behalf of the Company totaling $68 million, including $67 million secured and $1 million unsecured, as of December 30, 2023. These obligations are related primarily to insurance programs. There were no amounts drawn down on the letters of credit as of December 30, 2023.

The Company has issued guarantees for a certain portion of debt of unconsolidated affiliates. These arrangements include cross guarantees back from the other shareholder in proportion to their ownership of the unconsolidated affiliates. These guarantees are not material to the Company.

Interest expense capitalized as part of the construction cost of fixed assets was immaterial for all periods presented.

NOTE 10

STOCK COMPENSATION

The Company uses various equity-based compensation programs to provide long-term performance incentives for its global workforce. Currently, these incentives consist principally of stock options, restricted stock units and executive performance shares. The Company also sponsors a discounted stock purchase plan in the United States and matching-grant programs in several international locations. Additionally, the Company awards restricted stock to its outside directors. These awards are administered through several plans, as described within this Note.

Stock awards are granted to non-employee Directors in early May of each year and are automatically deferred pursuant to the Kellanova Grantor Trust for Non-Employee Directors (the "Grantor Trust") in the form of deferred shares of our common stock (or "DSUs"). Under the terms of the Grantor Trust, shares underlying vested stock awards are settled only upon a Director's termination of service on the Board.

The 2022 Long-Term Incentive Plan (2022 Plan), approved by shareholders in April 2022, permits awards to employees and officers in the form of incentive and non-qualified stock options, performance units, restricted stock or restricted stock units, and stock appreciation rights. Through February 2022, the 2017 Long-Term Incentive Plan (2017) had a remaining 13.8 million authorized but unissued shares which was replaced by the 2022 Plan. The 2022 Plan authorizes the issuance of a total of 14.0 million shares. At December 30, 2023, there were 12.4 million remaining authorized, but unissued, shares under the 2022 Plan.

In April 2020, the Amended and Restated Kellogg Company 2002 Employee Stock Purchase Plan was approved by shareholders, effective July 1, 2020. The plan is a tax-qualified employee stock purchase plan made available to substantially all U.S. employees, which allows participants to acquire Kellanova stock at a discounted price. The purpose of the plan is to encourage employees at all levels to purchase stock and become shareholders.

Compensation expense for all types of equity-based programs and the related income tax benefit recognized were as follows:


(millions)	2023		2022		2021
Pre-tax compensation expense	$	96	$	100	$	73
Related income tax benefit	$	25	$	26	$	19

As of December 30, 2023, total stock-based compensation cost related to non-vested awards not yet recognized was $108 million and the weighted-average period over which this amount is expected to be recognized was 2 years.

Cash flows realized upon exercise or vesting of stock-based awards in the periods presented are included in the following table. Tax windfall (shortfall) realized upon exercise or vesting of stock-based awards generally represent the difference between the grant date fair value of an award and the taxable compensation of an award.

Cash used by the Company to settle equity instruments granted under stock-based awards was not material.


(millions)	2023		2022		2021
Total cash received from option exercises and similar instruments (a)	$	60	$	277	$	63
Tax windfall (shortfall) classified as cash flow from operating activities (a)	$	3	$	3	$	(3)

(a) Activities prior to the spin-off remain unadjusted to ensure consistency with historical reporting

Shares used to satisfy stock-based awards are normally issued out of treasury stock, although management is authorized to issue new shares to the extent permitted by respective plan provisions. Refer to Note 7 for information on shares issued during the periods presented to employees and directors under various long-term incentive plans and share repurchases under the Company’s stock repurchase authorizations. The Company does not currently have a policy of repurchasing a specified number of shares issued under employee benefit programs during any particular time period.

Performance Shares and Restricted Stock Units

During the periods presented, stock-based awards consisted principally of performance shares and restricted stock units granted under the 2022 and 2017 Plans.

In the first quarter of 2023, the Company granted performance share units to eligible employees, which entitle these employees to receive a specified number of shares of the Company's common stock upon vesting, as well as dividend equivalent shares. The number of shares earned could range between 0% and 200% of the target amount depending upon performance achieved over the three year performance period. The performance conditions of the award include net sales growth and cash flow related targets. Dividend equivalents accrue and vest in accordance with the underlying award. The 2023 target performance share unit currently corresponds to approximately 765,000 shares, with a grant-date fair value of $60 per share.

In 2022, the Company granted performance shares to a limited number of senior level employees, which entitle these employees to receive a specified number of shares of the Company's common stock upon vesting, as well as dividend equivalent shares. The number of shares earned could range between 0% and 200% of the target amount depending upon performance achieved over the three year performance period. The performance conditions of the award include net sales growth and cash flow related targets. Dividend equivalents accrue and vest in accordance with the underlying award. The 2022-2024 EPP performance goals were established at the beginning of 2022 and did not contemplate the spin-off of WK Kellogg Co. The terms of the EPP provided for equitably adjusting the goals based on extraordinary events like a spin-off. The Company completed the spin-off of WK Kellogg Co on October 2, 2023. Adjustments were made to performance goals primarily to equitably adjust for the impact of the spin-off and the performance period ending on the date of the spin-off as well as account for the divestiture of the Company's business in Russia. In October 2023 the Board of Directors approved a payout of 140% to vest based on the holder's continued service with the Company through the original vesting period.

In 2021, the Company granted performance shares to a limited number of senior level employees, which entitle these employees to receive a specified number of shares of the Company's common stock upon vesting, as well as dividend equivalent shares. The number of shares earned could range between 0% and 200% of the target amount depending upon performance achieved over the three year performance period. The performance conditions of the award include net sales growth and cash flow related targets. Dividend equivalents accrue and vest in accordance with the underlying award. The 2021-2023 EPP performance goals were established at the beginning of 2021 and did not contemplate the spin-off of WK Kellogg Co. The terms of the EPP provided for equitably adjusting the goals based on extraordinary events like a spin-off. The Company completed the spin-off of WK Kellogg Co on October 2,

2023. Adjustments were made to performance goals primarily to equitably adjust for the impact of the spin-off and the performance period ending on the date of the spin-off as well as account for the divestiture of the Company's business in Russia. In October 2023 the Board of Directors approved a payout of 165% to vest based on the holder's continued service with the Company through the original vesting period.

Based on the market price of the Company’s common stock at year-end 2023, the maximum future value that could be awarded on the vesting date was $86 million for the 2023 award. The 2020 performance share award, payable in stock, was settled at 175% of target in February 2023 for a total dollar equivalent of $34 million.

The Company also grants restricted stock units to eligible employees, typically with three-year cliff vesting earning dividend equivalent units. Dividend equivalents accrue and vest in accordance with the underlying award. Management estimates the fair value of restricted stock grants based on the market price of the underlying stock on the date of grant. A summary of restricted stock unit activity for the year ended December 30, 2023, is presented in the following table:


Employee restricted stock units	Shares (thousands)	Weighted-average grant-date fair value
Non-vested, beginning of year (a)	1,661	$	64
Granted	572	68
Vested	(491)	65
Forfeited	(359)	65
Performance share conversion	1,486	63
Awards transferred to WK Kellogg Co	(529)	65
Adjustment for spin-off (b)	843	—
Non-vested, end of year	3,183	$	58

(a) Activities prior to the spin-off remain unadjusted to ensure consistency with historical reporting.

(b) In connection with the spin-off of WK Kellogg Co, the modification of restricted stock units resulted in incremental expense totaling approximately $11 million to be amortized over the remaining vesting period of the award.

Additionally, restricted stock unit activity for 2022 and 2021 is presented in the following table:


Employee restricted stock units (a)	2022		2021
Shares (in thousands):
Non-vested, beginning of year	1,786		1,736
Granted	709		727
Vested	(619)		(489)
Forfeited	(215)		(188)
Non-vested, end of year	1,661		1,786
Weighted-average exercise price:
Non-vested, beginning of year	$	60	$	61
Granted	67		58
Vested	57		63
Forfeited	62		60
Non-vested, end of year	$	64	$	60

(a) Activities prior to the spin-off remain unadjusted to ensure consistency with historical reporting

The total fair value of restricted stock units vesting in the periods presented was (in millions): 2023–$33; 2022–$41; 2021–$29.

Stock options

During 2021, non-qualified stock options were granted to eligible employees under the 2017 Plans with exercise prices equal to the fair market value of the Company’s stock on the grant date, a contractual term of ten years, and a three-year graded vesting period. Since 2021, the Company has not granted non-qualified stock options to eligible employees. The non-qualified stock option grant was replaced with performance shares for the population of Long-Term Incentive grantees.

Management estimates the fair value of each annual stock option award on the date of grant using a lattice-based option valuation model. Composite assumptions are presented in the following table. Weighted-average values are disclosed for certain inputs which incorporate a range of assumptions. Expected volatilities are based principally on historical volatility of the Company’s stock, and to a lesser extent, on implied volatilities from traded options on the Company’s stock. Historical volatility corresponds to the contractual term of the options granted. The Company uses

historical data to estimate option exercise and employee termination within the valuation models; separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of options granted represents the period of time that options granted are expected to be outstanding; the weighted-average expected term for all employee groups is presented in the following table. The risk-free rate for periods within the contractual life of the options is based on the U.S. Treasury yield curve in effect at the time of grant.


Stock option valuation model assumptions for grants within the year ended:	2021
Weighted-average expected volatility	20.00		%
Weighted-average expected term (years)	6.7
Weighted-average risk-free interest rate	0.96		%
Dividend yield	3.90		%
Weighted-average fair value of options granted	$	6.39

A summary of option activity for the year ended December 30, 2023 is presented in the following table:


Employee and director stock options	Shares (millions)	Weighted- average exercise price		Weighted- average remaining contractual term (yrs.)	Aggregate intrinsic value (millions)
Outstanding, beginning of year (a)	10	$	65
Granted	—	—
Exercised	(1)	59
Forfeitures and expirations	(1)	60
Awards transferred to WK Kellogg Co	(1)	66
Adjustment for spin-off (b)	2
Outstanding, end of year	9	55		4.5	$	15
Exercisable, end of year	8	$	59	4.3	$	12

(a) Activities prior to the spin-off remain unadjusted to ensure consistency with historical reporting.

(b) In connection with the spin-off of WK Kellogg Co, the modification of stock options resulted in incremental expense totaling approximately $10 million, of which $9 million was related to vested awards and was recognized immediately. The remaining expense will be amortized over the vesting period of the award.

Additionally, option activity for the comparable prior year periods is presented in the following table:


(millions, except per share data) (a)	2022		2021
Outstanding, beginning of year	15		14
Granted	—		3
Exercised	(4)		(1)
Forfeitures and expirations	(1)		(1)
Outstanding, end of year	10		15
Exercisable, end of year	8		10
Weighted-average exercise price:
Outstanding, beginning of year	$	64	$	65
Granted	—		58
Exercised	61		56
Forfeitures and expirations	63		66
Outstanding, end of year	$	65	$	64
Exercisable, end of year	$	67	$	66

(a) Activities prior to the spin-off remain unadjusted to ensure consistency with historical reporting.

The total intrinsic value of options exercised during the periods presented was (in millions): 2023–$5; 2022–$44; 2021–$6.

NOTE 11

PENSION BENEFITS

The Company sponsors a number of U.S. and foreign pension plans to provide retirement benefits for its employees. The majority of these plans are funded or unfunded defined benefit plans, although the Company does participate in a limited number of multiemployer or other defined contribution plans for certain employee groups. See Note 13 for more information regarding the Company’s participation in multiemployer plans. Defined benefits for salaried employees are generally based on salary and years of service, while union employee benefits are generally a negotiated amount for each year of service. The Company uses a December 31 measurement date for these plans and, when necessary, adjusts for plan contributions and significant events between December 31 and its fiscal year-end.

Obligations and funded status

The aggregate change in projected benefit obligation, plan assets, and funded status is presented in the following tables.


(millions)	2023		2022
Change in projected benefit obligation
Beginning of year	$	2,877	$	4,444
Service cost	17		20
Interest cost	149		109


Amendments	38		2
Actuarial (gain)loss	198		(1,119)
Benefits paid	(256)		(430)

Other	—		(1)

Foreign currency adjustments	54		(148)
End of year	$	3,077	$	2,877
Change in plan assets
Fair value beginning of year	$	2,589	$	4,236
Actual return on plan assets	211		(1,059)
Employer contributions	25		2
Plan participants’ contributions	—		1
Benefits paid	(238)		(403)


Other	—		—
Foreign currency adjustments	63		(188)
Fair value end of year	$	2,650	$	2,589
Funded status	$	(427)	$	(288)
Amounts recognized in the Consolidated Balance Sheet consist of
Other assets	$	201	$	320
Other current liabilities	(15)		(15)
Pension liability	(613)		(593)
Net amount recognized	$	(427)	$	(288)
Amounts recognized in accumulated other comprehensive income consist of
Prior service cost	$	71	$	57
Net amount recognized	$	71	$	57

The accumulated benefit obligation for all defined benefit pension plans was $3 billion at December 30, 2023 and $2.8 billion at December 31, 2022.

Information for pension plans with accumulated benefit obligations in excess of plan assets were:


(millions)	2023		2022
Projected benefit obligation	$	1,844	$	1,884
Accumulated benefit obligation	$	1,834	$	1,875
Fair value of plan assets	$	1,224	$	1,278

Information for pension plans with projected benefit obligations in excess of plan assets were:


(millions)	2023		2022
Projected benefit obligation	$	1,924	$	1,952
Accumulated benefit obligation	$	1,893	$	1,923
Fair value of plan assets	$	1,299	$	1,343

Expense

The components of pension expense are presented in the following table. Service cost is recorded in COGS and SGA expense. All other components of net periodic benefit cost are included in OIE. Pension expense for defined contribution plans relates to certain foreign-based defined contribution plans and multiemployer plans in the United States in which the Company participates on behalf of certain unionized workforces.


(millions)	2023		2022		2021
Service cost	$	17	$	20	$	24
Interest cost	149		109		83
Expected return on plan assets	(183)		(215)		(253)
Amortization of unrecognized prior service cost	6		6		5
Other expense (income)	—		(1)		—
Recognized net (gain) loss	171		153		(20)
Net periodic benefit cost	160		72		(161)
Curtailment and special termination benefits	—		—		(1)
Pension (income) expense:
Defined benefit plans	160		72		(162)
Defined contribution plans	5		5		7
Total	$	165	$	77	$	(155)

The Company and certain of its subsidiaries sponsor 401(k) or similar savings plans for active employees. Expense related to these plans was (in millions): 2023 – $40 million; 2022 – $41 million; 2021 – $41 million. These amounts are not included in the preceding expense table. Company contributions to these savings plans approximate annual expense. Company contributions to multiemployer and other defined contribution pension plans approximate the amount of annual expense presented in the preceding table.

Assumptions

The worldwide weighted-average actuarial assumptions used to determine benefit obligations were:


	2023		2022		2021
Discount rate	4.8	%	5.3	%	2.6	%
Long-term rate of compensation increase	3.3	%	3.5	%	3.4	%

The worldwide weighted-average actuarial assumptions used to determine annual net periodic benefit cost were:


	2023		2022		2021
Discount rate	5.3	%	2.2	%	1.3	%
Discount rate - interest	5.2	%	2.1	%	1.0	%
Long-term rate of compensation increase	3.5	%	3.5	%	3.5	%
Long-term rate of return on plan assets	7.2	%	5.9	%	5.6	%

To determine the overall expected long-term rate of return on plan assets, the Company models expected returns over a 20-year investment horizon with respect to the specific investment mix of its major plans. The return assumptions used reflect a combination of rigorous historical performance analysis and forward-looking views of the financial markets including consideration of current yields on long-term bonds, price-earnings ratios of the major stock market indices, and long-term inflation. The U.S. model, which corresponds to approximately 56% of consolidated pension and other postretirement benefit plan assets, incorporates a long-term inflation assumption of 2.5% and an active management premium of 0.84% (net of fees) validated by historical analysis. Similar methods are used for various foreign plans with invested assets, reflecting local economic conditions. The expected rate of return for 2023 of 7.75% for the U.S. plans equated to approximately the 55th percentile expectation. Refer to Note 1.

In 2019, the Society of Actuaries (SOA) published updated mortality tables and an updated improvement scale. In 2021, the SOA released an updated improvement scale that incorporates an additional year of data. In determining the appropriate mortality assumptions as of 2023 fiscal year-end, the Company used the 2019 SOA tables with collar adjustments based on Kellanova’s current population, consistent with the prior year. In addition, based on mortality information available from the Social Security Administration and other sources, the Company developed assumptions for future mortality improvement in line with our expectations for future experience. There were no changes to the year-end pension and postretirement benefit obligations due to mortality assumption changes.

The Company may experience material actuarial gains or losses due to differences between assumed and actual experience and due to changing economic conditions. During 2023, the Company recognized a net actuarial loss of approximately $171 million driven by assumption changes, including decreases in the discount rate and from the UK buy-in of annuities, as well as lower than expected asset returns.

Plan assets

The Company categorized Plan assets within a three level fair value hierarchy described as follows:

Investments stated at fair value as determined by quoted market prices (Level 1) include:

Cash and cash equivalents: Value based on cost, which approximates fair value.

Corporate stock, common: Value based on the last sales price on the primary exchange.

Investments stated at estimated fair value using significant observable inputs (Level 2) include:

Cash and cash equivalents: Institutional short-term investment vehicles valued daily.

Mutual funds: Valued at exit prices quoted in active or non-active markets or based on observable inputs.

Collective trusts: Valued at exit prices quoted in active or non-active markets or based on observable inputs.

Bonds: Value based on matrices or models from pricing vendors.

Equity options: Value is based on exit prices quoted in active or non-active markets.

Investments stated at estimated fair value using significant unobservable inputs (Level 3) include:

Buy-in annuity contract: Valued based on the estimated cost to enter an equivalent contract at the balance sheet date.

Secure income fund: Valued at exit prices quoted in non-active markets or based on observable inputs.

The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The Company’s practice regarding the timing of transfers between levels is to measure transfers in at the beginning of the month and transfers out at the end of the month. For the year ended December 30, 2023, the Company had no transfers between Levels 1 and 2.

The fair value of Plan assets as of December 30, 2023 and December 31, 2022 within the fair value hierarchy are as follows:


(millions)	Fair Value Hierarchy Level	2023		2022
Cash and cash equivalents (a)	1, 2	$	60	$	11
Corporate stock, common	1	53		145





Collective trusts:
Equity	2	13		—

Debt	2	38		302

Bonds, corporate	2	222		209
Bonds, government	2	94		81
Bonds, other	2	16		61

Buy-in annuity contract	3	839		173
Other (b)	2, 3	29		90
Sub-total		$	1,364	$	1,072
Investments measured at net asset value (NAV) practical expedient (c)		1,286		$	1,517
Total plan assets		$	2,650	$	2,589

(a) Cash and cash equivalents includes Level 1 assets of $60 million and $16 million for 2023 and 2022, respectively, and Level 2 assets of $0 million and ($5) million for 2023 and 2022, respectively.

(b) Other includes Level 2 assets of $3 million and $64 million for 2023 and 2022, respectively, and Level 3 assets of $26 million for 2023 and 2022.

(c) Certain assets that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy.

There were no unfunded commitments to purchase investments at December 30, 2023 or December 31, 2022.

The Company’s investment strategy for its major defined benefit plans is to maintain a diversified portfolio of asset classes with the primary goal of meeting long-term cash requirements as they become due. Assets are invested in a prudent manner to maintain the security of funds while maximizing returns within the Plan’s investment policy. The investment policy specifies the type of investment vehicles appropriate for the Plan, asset allocation guidelines, criteria for the selection of investment managers, procedures to monitor overall investment performance as well as investment manager performance. Derivatives, including swaps, forward and futures contracts, may be used as asset class substitutes or for hedging or other risk management purposes. It also provides guidelines enabling Plan fiduciaries to fulfill their responsibilities.

The current weighted-average target asset allocation reflected by this strategy is: equity securities–38.0%; debt securities–40.0%; real estate and other–22.0%. Investment in Company common stock represented 1.9% and 2.1% of consolidated plan assets at December 30, 2023 and December 31, 2022, respectively. Plan funding strategies are influenced by tax regulations and funding requirements. The Company currently expects to contribute, before consideration of incremental discretionary contributions, approximately $46 million to its defined benefit pension plans during 2024.

Level 3 gains and losses

Changes in fair value of the Plan's Level 3 assets are summarized as follows:


(millions)	Annuity Contract		Other
January 1, 2022	$	269	$	—
Additions	—		27
Realized and unrealized loss	(75)		(1)
Currency translation	(21)		—
December 31, 2022	$	173	$	26

Additions	589		—
Realized and unrealized loss	68		(1)
Currency translation	9		1
December 30, 2023	$	839	$	26

Benefit payments

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid (in millions): 2024–$205; 2025–$212; 2026–$215; 2027–$214; 2028–$221; 2029 to 2033–$1,115.

NOTE 12

NONPENSION POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS

Postretirement

The Company sponsors a number of plans to provide health care and other welfare benefits to retired employees in the United States and Canada, who have met certain age and service requirements. The majority of these plans are funded or unfunded defined benefit plans, although the Company does participate in a limited number of multiemployer or other defined contribution plans for certain employee groups. The Company contributes to voluntary employee benefit association (VEBA) trusts to fund certain U.S. retiree health and welfare benefit obligations. The Company uses a December 31 measurement date for these plans and, when necessary, adjusts for plan contributions and significant events between December 31 and its fiscal year-end.

Obligations and funded status

The aggregate change in accumulated postretirement benefit obligation, plan assets, and funded status is presented in the following tables.


(millions)	2023		2022
Change in accumulated benefit obligation
Beginning of year	$	321	$	423
Service cost	3		4
Interest cost	21		10
Actuarial (gain) loss	(5)		(92)
Benefits paid	(17)		(22)


Amendments	(26)		—
Other	2		—
Foreign currency adjustments	—		(2)
End of year	$	299	$	321
Change in plan assets
Fair value beginning of year	$	529	$	694
Actual return on plan assets	81		(141)
Employer contributions	10		9
Benefits paid	(29)		(33)
Other	(4)		—
Fair value end of year	$	587	$	529
Funded status	$	288	$	208
Amounts recognized in the Consolidated Balance Sheet consist of
Other assets	$	311	$	228
Other current liabilities	(1)		(1)
Other liabilities	(22)		(19)
Net amount recognized	$	288	$	208
Amounts recognized in accumulated other comprehensive income consist of
Prior service credit	(30)		(32)
Net amount recognized	$	(30)	$	(32)

Information for postretirement benefit plans with accumulated benefit obligations in excess of plan assets were:


(millions)	2023		2022
Accumulated benefit obligation	$	23	$	21
Fair value of plan assets	$	—	$	—

Expense

The components of nonpension postretirement expense are presented in the following table. Service cost is recorded in COGS and SGA expense. All other components of net periodic benefit cost are included in OIE. Components of postretirement benefit expense (income) were:


(millions)	2023		2022		2021
Service cost	$	3	$	4	$	4
Interest cost	21		10		8
Expected return on plan assets	(51)		(42)		(35)
Amortization of unrecognized prior service credit	(4)		(4)		(4)
Recognized net (gain) loss	(29)		76		(60)
Net periodic benefit expense (income)	(60)		44		(87)

Postretirement benefit expense (income):
Defined benefit plans	(60)		44		(87)
Defined contribution plans	15		13		13
Total	$	(45)	$	57	$	(74)

Assumptions

The weighted-average actuarial assumptions used to determine benefit obligations were:


	2023		2022		2021
Discount rate	5.1	%	5.5	%	2.9	%

The weighted-average actuarial assumptions used to determine annual net periodic benefit cost were:


	2023		2022		2021
Discount rate	5.5	%	2.8	%	2.5	%
Discount rate - interest	5.3	%	2.3	%	1.8	%
Long-term rate of return on plan assets	8.0	%	7.0	%	6.3	%

The Company determines the overall discount rate and expected long-term rate of return on VEBA trust obligations and assets in the same manner as that described for pension trusts in Note 11.

The assumed U.S. health care cost trend rate is 6.50% for 2024, remaining at this rate until 2025, then decreasing 0.25% annually to 4.5% in 2033 and remaining at that level thereafter. These trend rates reflect the Company’s historical experience and management’s expectations regarding future trends.

The Company may experience material actuarial gains or losses due to differences between assumed and actual experience and due to changing economic conditions. During 2023, the Company recognized a net actuarial gain of approximately $29 million driven by higher than expected asset returns, partially offset by the impact of higher discount rates and the impact of other assumption changes.

Plan assets

The fair value of Plan assets as of December 30, 2023 and December 31, 2022 are summarized within fair value hierarchy described in Note 11, are as follows:


(millions)	Fair Value Hierarchy Level	2023		2022
Cash and cash equivalents	1	$	1	$	—
Corporate stock, common	1	—		74


Mutual funds:
Equity	2	7		16






Bonds, corporate	2	64		72
Bonds, government	2	16		29
Bonds, other	2	4		4



Sub-total		$	92	$	195
Investments measured at net asset value (NAV) practical expedient (a)		495		$	334
Total plan assets		$	587	$	529

(a) Certain Assets that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy.

The Company’s asset investment strategy for its VEBA trusts is consistent with that described for its pension trusts in Note 11. The current target asset allocation is 69% equity securities, 26% debt securities, and 5% real estate and other. The Company currently expects to contribute approximately $18 million to its VEBA trusts during 2024.

There were no Level 3 assets during 2023 and 2022.

Postemployment

Under certain conditions, the Company provides benefits to former or inactive employees, including salary continuance, severance, and long-term disability, in the United States and several foreign locations. The Company’s postemployment benefit plans are unfunded. Actuarial assumptions used are generally consistent with those presented for pension benefits in Note 11.

The aggregate change in accumulated postemployment benefit obligation and the net amount recognized were:


(millions)	2023		2022
Change in accumulated benefit obligation
Beginning of year	$	29	$	37
Service cost	2		2
Interest cost	1		1
Actuarial (gain)loss	—		(6)
Benefits paid	(2)		(5)


End of year	$	30	$	29
Funded status	$	(30)	$	(29)
Amounts recognized in the Consolidated Balance Sheet consist of
Other current liabilities	$	(5)	$	(6)
Other liabilities	(25)		(23)
Net amount recognized	$	(30)	$	(29)
Amounts recognized in accumulated other comprehensive income consist of
Net prior service cost	$	—	$	2
Net experience gain	(11)		(18)
Net amount recognized	$	(11)	$	(16)

The components of postemployment benefit expense are presented in the following table. Service cost is recorded in COGS and SGA expense. All other components of net periodic benefit cost are included in OIE.


(millions)	2023		2022		2021
Service cost	$	2	$	2	$	2
Interest cost	1		1		—
Amortization of unrecognized prior service cost	1		1		1
Recognized net loss	(2)		(1)		(1)
Net periodic benefit cost	$	2	$	3	$	2
Settlement cost	—		(2)		(1)
Postemployment benefit expense	$	2	$	1	$	1

Benefit payments

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:


(millions)	Postretirement		Postemployment
2024	$	25	$	5
2025	25		5
2026	24		4
2027	24		4
2028	24		4
2029-2033	115		15

NOTE 13

MULTIEMPLOYER PENSION AND POSTRETIREMENT PLANS

The Company contributes to multiemployer defined contribution pension and postretirement benefit plans under the terms of collective-bargaining agreements that cover certain unionized employee groups in the United States. Contributions to these plans are included in total pension and postretirement benefit expense as reported in Note 11 and Note 12, respectively.

Pension benefits

The risks of participating in multiemployer pension plans are different from single-employer plans. Assets contributed to a multiemployer plan by one employer may be used to provide benefits to employees of other participating employers. If a participating employer stops contributing to the plan, the unfunded obligations of the plan are borne by the remaining participating employers. Total contributions to multiemployer pension benefit plans were as follows (millions): 2023 - $5; 2022 - $5; 2021 - $7.

As discussed in Note 5, the Company engages in restructuring and cost reduction projects to help achieve its long-term growth targets. Current and future restructuring and cost reduction activities and other strategic initiatives could impact the Company's participation in certain multiemployer plans. In addition to regular contributions, the Company could be obligated to pay additional amounts, known as a withdrawal liability, if a multiemployer pension plan has unfunded vested benefits and the Company decreases or ceases participation in that plan. During 2019, the Company withdrew from two multi-employer pension plans. Additionally, the Company previously exited several multiemployer plans as part of past restructuring activities. The related liabilities recognized are our best estimate of the ultimate cost of withdrawing from these plans. At this time we have not yet reached agreement on the ultimate amount of these withdrawal liabilities. As a result, the actual cost could differ from our estimate based on final funding assessments. The net present value of the liabilities were determined using a risk free interest rate. The charges were recorded within Cost of goods sold on the Consolidated Statement of Income. The cash obligation associated with the 2019 withdrawal activity is approximately $8 million annually and is payable over a maximum 20-year period. Withdrawal liability payments made to multiemployer plans were as follows (millions): 2023 - $9; 2022 - $10; 2021 - $10. The Company had withdrawal liabilities of $110 million and $117 million at December 30, 2023 and December 31, 2022, respectively, included within Other current liabilities and Other liabilities on the Consolidated Balance Sheet.

Postretirement benefits

Multiemployer postretirement benefit plans provide health care and other welfare benefits to active and retired employees who have met certain age and service requirements. Contributions to multiemployer postretirement benefit plans were (in millions): 2023 – $15; 2022 – $13; 2021 – $13.

NOTE 14

INCOME TAXES

The components of income before income taxes and the provision for income taxes were as follows:


(millions)	2023		2022		2021
Income before income taxes
United States	$	577	$	360	$	693
Foreign	463		542		759
	1,040		902		1,452
Income taxes
Currently payable
Federal	153		110		101
State	29		19		27
Foreign	114		101		106
	296		230		234
Deferred
Federal	(49)		(43)		37
State	23		(6)		1
Foreign	(12)		(1)		81
	(38)		(50)		119
Total income taxes	$	258	$	180	$	353

The difference between the U.S. federal statutory tax rate and the Company’s effective income tax rate was:


	2023		2022		2021
U.S. statutory income tax rate	21.0	%	21.0	%	21.0	%
Foreign rates varying from U.S. statutory rate	(2.9)		(3.6)		(2.3)

State income taxes, net of federal benefit	2.0		1.0		1.6
Cost (benefit) of remitted and unremitted foreign earnings	1.7		2.0		0.8



Net change in valuation allowance	3.0		4.6		3.6

Statutory rate changes, deferred tax impact	0.1		0.3		1.0

Foreign derived intangible income	(1.3)		(1.6)		(0.9)

Other	1.2		(3.7)		(0.5)
Effective income tax rate	24.8	%	20.0	%	24.3	%

As presented in the preceding table, the Company’s 2023 consolidated effective tax rate was 24.8%, as compared to 20.0% in 2022 and 24.3% in 2021.

The higher effective tax rate for the year ended December 30, 2023 as compared to prior year was due primarily to a valuation allowance recorded in the fourth quarter of 2023 in conjunction with the separation of our North America cereal business.

For the year ended December 31, 2022 the effective tax rate was favorably impacted by mark-to-market loss items and the resulting impact on mix of earnings.

The 2021 effective income tax rate was unfavorably impacted by the following items. During the second quarter of 2021, the Company recorded tax expense of $23 million as a result of tax legislation enacted in the UK in June 2021, which increased the statutory UK tax rate from 19 percent to 25 percent for tax periods after April 1, 2023. The Company revalued its net deferred tax balances related to the UK business to reflect the increased tax rate. During the third quarter, the Company determined that certain foreign deferred tax assets were no longer more likely than not to be realized in the future and a full valuation allowance totaling $20 million was recorded on a discrete period basis.

As of December 30, 2023, approximately $800 million of unremitted earnings were considered indefinitely reinvested. The unrecognized deferred tax liability for these earnings is estimated at approximately $46 million. However, this estimate could change based on the manner in which the outside basis difference associated with these earnings reverses.

Management monitors the Company’s ability to utilize certain future tax deductions, operating losses and tax credit carryforwards, prior to expiration. Changes resulting from management’s assessment will result in impacts to

deferred tax assets and the corresponding impacts on the effective income tax rate. Valuation allowances were recorded to reduce deferred tax assets to an amount that will, more likely than not, be realized in the future. The total tax benefit of carryforwards at year-end 2023 and 2022 were $350 million and $363 million, respectively, with related valuation allowances at year-end 2023 and 2022 of $300 million and $263 million, respectively. Of the total carryforwards at year-end 2023, $20 million expire in 5 years or less, $61 million expire in 2027 and later, and $269 million do not expire.

The following table provides an analysis of the Company’s deferred tax assets and liabilities as of year-end 2023 and 2022:


	Deferred tax assets					Deferred tax liabilities
(millions)	2023		2022			2023		2022
U.S. state income taxes	$	—	$	—		$	9	$	27
Advertising and promotion-related	12		15			—		—
Wages and payroll taxes	15		19			—		—
Inventory valuation	12		19			—		—
Employee benefits	99		64			—		—
Operating loss, credit and other carryforwards	350		363			—		—
Research and development capitalization	40		22			—		—
Hedging transactions	—		—			8		37
Depreciation and asset disposals	—		—			177		286
Operating lease right-of-use assets	—		—			149		138
Operating lease liabilities	147		139			—		—
Trademarks and other intangibles	—		—			466		549
Deferred compensation	13		27			—		—
Stock options	43		28			—		—
Other	64		34			—		—
	795		730			809		1,037
Less valuation allowance	(300)		(263)			—		—
Total deferred taxes	$	495	$	467		$	809	$	1,037
Net deferred tax asset (liability)	$	(314)	$	(570)
Classified in balance sheet as:


Other assets	$	183	$	190
Other liabilities	(497)		(760)		*
Net deferred tax asset (liability)	$	(314)	$	(570)

*Other liabilities include $53 million reclassified to discontinued operations on the consolidated balance sheet at December 31, 2022.

The change in valuation allowance reducing deferred tax assets was:


(millions)	2023		2022		2021
Balance at beginning of year	$	263	$	248	$	192
Additions charged to income tax expense (a)	65		44		59
Reductions credited to income tax expense	(34)		(3)		(6)
Acquisition of noncontrolling interest	—		—		13
Currency translation adjustments	6		(26)		(10)
Balance at end of year	$	300	$	263	$	248

(a) During 2021, the Company increased the valuation allowance $20 million to fully reserve for net deferred tax assets of a foreign subsidiary. During 2023, the Company established a state valuation allowance of $21 million due to projected, perpetual separate company losses for Kellanova post separation from the North America cereal business. Additionally, in 2023 the Company established a valuation allowance of $18 million related to the sale of a subsidiary.

Uncertain tax positions

The Company is subject to federal income taxes in the U.S. as well as various state, local, and foreign jurisdictions. The Company’s 2023 provision for U.S. federal income taxes represents approximately 50% of the Company’s consolidated income tax provision. The Company was chosen to participate in the Internal Revenue Service (IRS) Compliance Assurance Program (CAP) beginning with the 2008 tax year. As a result, with limited exceptions, the Company is no longer subject to U.S. federal examinations by the IRS for years prior to 2022. The Company is under examination for income and non-income tax filings in various state and foreign jurisdictions.

As of December 30, 2023, the Company has classified $10 million of unrecognized tax benefits as a current tax liability. Managements estimate of reasonably possible changes in unrecognized tax benefits during the next twelve months consists of the current liability expected to be settled within one year, offset by approximately $3 million of projected additions during the next twelve months related primarily to ongoing intercompany transfer pricing activity. Management is currently unaware of any issues under review that could result in significant additional payments, accruals, or other material deviation in this estimate.

Following is a reconciliation of the Company’s total gross unrecognized tax benefits as of the years ended December 30, 2023, December 31, 2022 and January 1, 2022. For the 2023 year, approximately $28 million represents the amount that, if recognized, would affect the Company’s effective income tax rate in future periods.


(millions)	2023		2022		2021
Balance at beginning of year	$	36	$	50	$	65
Tax positions related to current year:
Additions	6		6		5
Tax positions related to prior years:
Additions	3		1		5
Reductions	(10)		(18)		(13)
Settlements	(1)		(1)		(9)
Lapses in statutes of limitation	(2)		(2)		(3)
Balance at end of year	$	32	$	36	$	50

During the year ended December 30, 2023, the Company recognized $2 million of tax related interest benefit and paid tax-related interest totaling $1 million, reducing the balance to $5 million at year-end. During the year ended December 31, 2022, the Company recognized $1 million of tax related interest, increasing the balance to $8 million at year-end. During the year ended January 1, 2022, the Company paid tax-related interest totaling $2 million and recognized $4 million of tax-related interest, increasing the balance to $7 million at year-end.

NOTE 15

DERIVATIVE INSTRUMENTS AND FAIR VALUE MEASUREMENTS

The Company is exposed to certain market risks such as changes in interest rates, foreign currency exchange rates, and commodity prices, which exist as a part of its ongoing business operations. Management uses derivative and nonderivative financial and commodity instruments, including futures, options, and swaps, where appropriate, to manage these risks. Instruments used as hedges must be effective at reducing the risk associated with the exposure being hedged.

The Company designates derivatives and nonderivative hedging instruments as cash flow hedges, fair value hedges, net investment hedges, and uses other contracts to reduce volatility in interest rates, foreign currency and commodities. As a matter of policy, the Company does not engage in trading or speculative hedging transactions.

Total notional amounts of the Company’s derivative instruments as of December 30, 2023 and December 31, 2022 were as follows:


(millions)	2023		2022
Foreign currency exchange contracts	$	3,141	$	2,502
Cross-currency contracts	1,707		1,983
Interest rate contracts	2,289		2,657
Commodity contracts	201		230
Total	$	7,338	$	7,372

Following is a description of each category in the fair value hierarchy and the financial assets and liabilities of the Company that were included in each category at December 30, 2023 and December 31, 2022, measured on a recurring basis.

Level 1 — Financial assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market. For the Company, level 1 financial assets and liabilities consist primarily of commodity derivative contracts.

Level 2 — Financial assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. For the Company, level 2 financial assets and liabilities consist of interest rate swaps, cross-currency contracts and foreign currency contracts.

The Company’s calculation of the fair value of interest rate swaps is derived from a discounted cash flow analysis based on the terms of the contract and the interest rate curve. Foreign currency contracts are valued using an income approach based on forward rates less the contract rate multiplied by the notional amount. Cross-currency contracts are valued based on changes in the spot rate at the time of valuation compared to the spot rate at the time of execution, as well as the change in the interest differential between the two currencies. The Company’s calculation of the fair value of level 2 financial assets and liabilities takes into consideration the risk of nonperformance, including counterparty credit risk.

Level 3 — Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability. The Company did not have any level 3 financial assets or liabilities as of December 30, 2023 or December 31, 2022.

The following table presents assets and liabilities that were measured at fair value in the Consolidated Balance Sheet on a recurring basis as of December 30, 2023 and December 31, 2022:

Derivatives designated as hedging instruments


	2023						2022
(millions)	Level 1		Level 2		Total		Level 1		Level 2		Total
Assets:
Cross currency contracts:
Other current assets	$	—	$	12	$	12	$	—	$	88	$	88
Other Assets	—		4		4		—		36		36
Interest rate contracts (a):
Other current assets	—		—		—		—		45		45
Other assets	—		—		—		—		25		25
Total assets	$	—	$	16	$	16	$	—	$	194	$	194
Liabilities:


Cross currency contracts:
Other current liabilities	$	—	$	(17)	$	(17)	$	—	$	—	$	—
Other liabilities	—		(15)		(15)		—		—		—
Interest rate contracts (a):
Other current liabilities	—		(44)		(44)		—		—		—
Other liabilities	—		(45)		(45)		—		(86)		(86)


Total liabilities	$	—	$	(121)	$	(121)	$	—	$	(86)	$	(86)

(a)The fair value of the related hedged portion of the Company’s long-term debt, a level 2 liability, was $1.1 billion as of December 30, 2023 and December 31, 2022, respectively.

Derivatives not designated as hedging instruments


	2023						2022
(millions)	Level 1		Level 2		Total		Level 1		Level 2		Total
Assets:
Foreign currency exchange contracts:
Other current assets	$	—	$	51	$	51	$	—	$	74	$	74
Other assets	—		4		4		—		14		14
Interest rate contracts:
Other current assets	—		9		9		—		4		4
Other assets	—		4		4		—		14		14
Commodity contracts:
Other current assets	2		—		2		4		—		4
Total assets	$	2	$	68	$	70	$	4	$	106	$	110
Liabilities:
Foreign currency exchange contracts:
Other current liabilities	$	—	$	(54)	$	(54)	$	—	$	(50)	$	(50)
Other liabilities	—		(6)		(6)		—		(9)		(9)
Interest rate contracts:
Other current liabilities	—		(11)		(11)		—		(7)		(7)
Other liabilities	—		(6)		(6)		—		(18)		(18)
Commodity contracts:
Other current liabilities	(2)		—		(2)		(2)		—		(2)
Total liabilities	$	(2)	$	(77)	$	(79)	$	(2)	$	(84)	$	(86)

The Company has designated a portion of its outstanding foreign currency denominated long-term debt as a net investment hedge of a portion of the Company’s investment in its subsidiaries foreign currency denominated net assets. The carrying value of this debt was $1.7 billion and $1.6 billion as of December 30, 2023 and December 31, 2022, respectively.

The following amounts were recorded on the Consolidated Balance Sheet related to cumulative basis adjustments for existing fair value hedges as of December 30, 2023 and December 31, 2022.


(millions)	Line Item in the Consolidated Balance Sheet in which the hedged item is included	Carrying amount of the hedged liabilities				Cumulative amount of fair value hedging adjustment included in the carrying amount of the hedged liabilities (a)
		December 30, 2023		December 31, 2022		December 30, 2023		December 31, 2022
Interest rate contracts	Current maturities of long-term debt	$	655	$	483	$	(8)	$	(3)
Interest rate contracts	Long-term debt	$	1,666	$	2,250	$	(43)	$	(74)

(a)The fair value adjustment related to current maturities of long-term debt includes $2 million and $(3) million from discontinued hedging relationships as of December 30, 2023, and December 31, 2022, respectively. The hedged long-term debt includes $3 million and $13 million of hedging adjustment on discontinued hedging relationships as of December 30, 2023 and December 31, 2022, respectively.

The Company has elected to not offset the fair values of derivative assets and liabilities executed with the same counterparty that are generally subject to enforceable netting agreements. However, if the Company were to offset and record the asset and liability balances of derivatives on a net basis, the amounts presented in the Consolidated Balance Sheet as of December 30, 2023 and December 31, 2022 would be adjusted as detailed in the following table:


As of December 30, 2023
			Gross Amounts Not Offset in the Consolidated Balance Sheet
	Amounts Presented in the Consolidated Balance Sheet		Financial Instruments		Cash Collateral Received/ Posted		Net Amount
Total asset derivatives	$	86	$	(84)	$	—	$	2
Total liability derivatives	$	(200)	$	84	$	68	$	(48)


As of December 31, 2022
			Gross Amounts Not Offset in the Consolidated Balance Sheet
	Amounts Presented in the Consolidated Balance Sheet		Financial Instruments		Cash Collateral Received/ Posted		Net Amount
Total asset derivatives	$	304	$	(153)	$	(33)	$	118
Total liability derivatives	$	(172)	$	153	$	19	$	—

The Company settled certain interest rate contracts resulting in a net realized gains of approximately $85 million and $165 million during the years ended December 30, 2023 and December 31, 2022, respectively. These derivatives were accounted for as cash flow hedges and the related net gains were recorded in accumulated other comprehensive income and will be amortized to interest expense over the term of the related forecasted fixed rate debt, once issued. During the year ended December 31, 2022, the Company recognized an $18 million gain related to a portion of certain forward-starting interest rate swaps no longer designated as cash flow hedges due to changes in forecasted debt issuance.

Additionally, the Company settled certain cross currency swaps resulting in a net gains of approximately $68 million and $37 million during the years ended December 30, 2023 and December 31, 2022, respectively. These cross

currency swaps were accounted for as net investment hedges and the related net gain was recorded in accumulated other comprehensive income.

The effect of derivative instruments on the Consolidated Statement of Income for the years ended December 30, 2023, December 31, 2022 and January 1, 2022:

Derivatives and non-derivatives in net investment hedging relationships


(millions)	Gain (loss) recognized in AOCI						Gain (loss) excluded from assessment of hedge effectiveness						Location of gain (loss) in income of excluded component
	2023		2022		2021		2023		2022		2021
Foreign currency denominated long-term debt	$	(57)	$	164	$	175	$	—	$	—	$	—
Cross-currency contracts	(71)		123		61		53		39		26		Interest expense
Total	$	(128)	$	287	$	236	$	53	$	39	$	26


Derivatives not designated as hedging instruments
(millions)	Location of gain (loss) recognized in income	Gain (loss) recognized in income
		2023		2022		2021
Foreign currency exchange contracts	COGS	$	(6)	$	35	$	(15)
Foreign currency exchange contracts	SGA expense	(12)		4		13
Foreign currency exchange contracts	OIE	(10)		(4)		(4)
Interest rate contracts	Interest expense	—		4		1
Commodity contracts	COGS	(110)		43		120

Total		$	(138)	$	82	$	115

The effect of fair value and cash flow hedge accounting on the Consolidated Income Statement for the years ended December 30, 2023, December 31, 2022 and January 1, 2022:


		December 30, 2023		December 31, 2022		January 1, 2022
(millions)		Interest expense		Interest expense		Interest expense
Total amounts of income and expense line items presented in the Consolidated Income Statement in which the effects of fair value or cash flow hedges are recorded		$	303	$	201	$	205
	Gain (loss) on fair value hedging relationships:
	Interest contracts:
	Hedged items	(26)		89		14
	Derivatives designated as hedging instruments	30		(85)		(12)

	Gain (loss) on cash flow hedging relationships:
	Interest contracts:
	Amount of gain (loss) reclassified from AOCI into income	(9)		2		(22)

During the next 12 months, the Company expects $10 million of net deferred losses reported in accumulated other comprehensive income (AOCI) at December 30, 2023 to be reclassified to income, assuming market rates remain constant through contract maturities.

Certain of the Company’s derivative instruments contain provisions requiring the Company to post collateral on those derivative instruments that are in a liability position if the Company’s credit rating falls below BB+ (S&P), or Baa1 (Moody’s). The fair value of all derivative instruments with credit-risk-related contingent features in a liability

position on December 30, 2023 was not material. In addition, certain derivative instruments contain provisions that would be triggered in the event the Company defaults on its debt agreements. There were no collateral posting requirements as of December 30, 2023 triggered by credit-risk-related contingent features.

Other fair value measurements

Available for sale securities

The following is a summary of the carrying and market values of the Company's available for sale securities:


	2023						2022
(millions)	Cost		Unrealized Gain (Loss)		Market Value		Cost		Unrealized Gain/(Loss)		Market Value
Corporate Bonds	$	—	$	—	$	—	$	52	$	(5)	$	47

During the year ended December 30, 2023, the Company sold approximately $64 million of investments in level 2 corporate bonds. The resulting loss was approximately $3 million and recorded in Other income and (expense). Also during the year ended December 30, 2023, the Company purchased approximately $15 million in level 2 corporate bonds. During the year ended December 31, 2022, the Company sold approximately $19 million of investments in level 2 corporate bonds. The resulting loss was approximately $1 million and recorded in Other income and (expense). Also during the year ended December 31, 2022, the Company purchased approximately $17 million in level 2 corporate bonds.

The market values of the Company's investments in level 2 corporate bonds are based on matrices or models from pricing vendors. Unrealized gains and losses were included in the Consolidated Statement of Comprehensive Income. Additionally, these investments are recorded within Other current assets and Other assets on the Consolidated Balance Sheet, based on the maturity of the individual security.

The Company reviews its investment portfolio for any unrealized losses that would be deemed other-than-temporary and requires the recognition of an impairment loss in earnings. If the cost of an investment exceeds its fair value, the Company evaluates, among other factors, general market conditions, the duration and extent to which the fair value is less than its cost, the Company's intent to hold the investment, and whether it is more likely than not that the Company will be required to sell the investment before recovery of the cost basis. The Company also considers the type of security, related industry and sector performance, and published investment ratings. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded and a new cost basis in the investment is established. If conditions within individual markets, industry segments, or macro-economic environments deteriorate, the Company could incur future impairments.

Equity investments

We hold equity investments in certain companies that we do not have the ability to exercise significant influence. Equity investments without a readily determinable fair value are recorded at original cost. Investments with a readily determinable fair value, which are level 2 investments, are measured at fair value based on observable market price changes, with gains and losses recorded through net earnings. Equity investments were approximately $40 million as of December 30, 2023 and December 31, 2022, respectively. Additionally, these investments were recorded within Other noncurrent assets on the Consolidated Balance Sheet.

Financial instruments

The carrying values of the Company’s short-term items, including cash, cash equivalents, accounts receivable, accounts payable, notes payable and current maturities of long-term debt approximate fair value. The fair value of the Company’s long-term debt, which are level 2 liabilities, is calculated based on broker quotes. The fair value and carrying value of the Company's long-term debt was $5.0 billion and $5.1 billion, respectively, as of December 30, 2023. The fair value and carrying value of the Company's long-term debt was $5.1 billion and $5.3 billion, respectively, as of December 31, 2022.

Counterparty credit risk concentration

The Company is exposed to credit loss in the event of nonperformance by counterparties on derivative financial and commodity contracts. Management believes a concentration of credit risk with respect to derivative counterparties is limited due to the credit ratings and use of master netting and reciprocal collateralization agreements with the counterparties and the use of exchange-traded commodity contracts.

Master netting agreements apply in situations where the Company executes multiple contracts with the same counterparty. Certain counterparties represent a concentration of credit risk to the Company. If those counterparties fail to perform according to the terms of derivative contracts, this could result in a loss to the Company, net of collateral already received from those counterparties. As of December 30, 2023, the concentration of credit risk to the Company was immaterial.

For certain derivative contracts, reciprocal collateralization agreements with counterparties call for the posting of collateral in the form of cash, treasury securities or letters of credit if a fair value loss position to the Company or its counterparties exceeds a certain amount. In addition, the company is required to maintain cash margin accounts in connection with its open positions for exchange-traded commodity derivative instruments executed with the counterparty that are subject to enforceable netting agreements. As of December 30, 2023, the Company posted $59 million related to reciprocal collateralization agreements. As of December 30, 2023, the Company posted $8 million in margin deposits for exchange-traded commodity derivative instruments, which was reflected as an increase in accounts receivable, net on the Consolidated Balance Sheet.

Management believes concentrations of credit risk with respect to accounts receivable is limited due to

the generally high credit quality of the Company’s major customers, as well as the large number and geographic dispersion of smaller customers. However, the Company conducts a disproportionate amount of business with a small number of large multinational grocery retailers, with the five largest accounts encompassing approximately 18% of consolidated trade receivables at December 30, 2023.

Refer to Note 1 for disclosures regarding the Company’s accounting policies for derivative instruments.

NOTE 16

CONTINGENCIES

The Company is subject to various legal proceedings, claims, and governmental inspections or investigations in the ordinary course of business covering matters such as general commercial, governmental regulations, antitrust and trade regulations, product liability, environmental, intellectual property, data privacy, collective bargaining, workers’ compensation, employment and other actions. These matters are subject to uncertainty and the outcome is not predictable with assurance. The Company uses a combination of insurance and self-insurance for a number of risks, including workers’ compensation, general liability, automobile liability and product liability.

The Company has established accruals for certain matters where losses are deemed probable and reasonably estimable. There are other claims and legal proceedings pending against the Company for which accruals have not been established. It is reasonably possible that some of these matters could result in an unfavorable judgment against the Company and could require payment of claims in amounts that cannot be estimated at December 30, 2023. Based upon current information, management does not expect any of the claims or legal proceedings pending against the Company to have a material impact on the Company’s consolidated financial statements. The Company is subject to various legal proceedings, claims, and governmental inspections or investigations in the ordinary course of business covering matters such as general commercial, governmental regulations, antitrust and trade regulations, product liability, environmental, intellectual property, data privacy, collective bargaining, workers’ compensation, employment and other actions. These matters are subject to uncertainty and the outcome is not predictable with assurance.

NOTE 17

QUARTERLY FINANCIAL DATA (unaudited)

The following tables provide a summary of the quarterly consolidated financial data for the years ended December 30, 2023 and December 31, 2022.


	Net sales				Gross profit
(millions)	2023		2022		2023		2022
First	$	3,342	$	3,057	$	984	$	998
Second	3,351		3,181		1,094		918
Third	3,255		3,251		1,110		948
Fourth	3,174		3,164		1,095		947
	$	13,122	$	12,653	$	4,283	$	3,811


	Net income (loss) from continuing operations				Per share amounts from continuing operations
(millions)	2023		2022		2023				2022
					Basic		Diluted		Basic		Diluted
First	$	234	$	323	$	0.67	$	0.67	$	0.95	$	0.94
Second	297		201		0.85		0.85		0.59		0.59
Third	199		235		0.58		0.57		0.68		0.68
Fourth	58		(28)		0.16		0.16		(0.08)		(0.08)
	$	788	$	731


	Income (loss) from discontinued operations, net of taxes				Per share amounts from discontinued operations
(millions)	2023		2022		2023				2022
					Basic		Diluted		Basic		Diluted
First	$	68	$	100	$	0.20	$	0.19	$	0.29	$	0.29
Second	64		125		0.19		0.18		0.37		0.36
Third	72		78		0.21		0.21		0.23		0.22
Fourth	(28)		(72)		(0.08)		(0.08)		(0.21)		(0.21)
	$	176	$	231


	Net income (loss) attributable to Kellanova				Net earnings per common share
(millions)	2023		2022		2023				2022
					Basic		Diluted		Basic		Diluted
First	$	298	$	421	$	0.87	$	0.86	$	1.24	$	1.23
Second	355		327		1.04		1.03		0.96		0.95
Third	271		311		0.79		0.78		0.91		0.90
Fourth	27		(99)		0.08		0.08		(0.29)		(0.29)
	$	951	$	960


	Average shares outstanding
	2023		2022
	Basic	Diluted	Basic	Diluted
First	342	345	340	342
Second	343	345	339	342
Third	342	345	341	344
Fourth	342	344	342	345

Dividends paid per share during the last two years were:


Quarter	2023		2022
First	$	0.59	$	0.58
Second	0.59		0.58
Third	0.60		0.59
Fourth	0.56		0.59
	$	2.34	$	2.34

NOTE 18

REPORTABLE SEGMENTS

Kellanova is the world’s second largest producer of crackers and a leading producer of cereal, savory snacks, and frozen foods. Additional product offerings include toaster pastries, cereal bars, veggie foods, and noodles. Kellanova products are manufactured and marketed globally. Principal markets for these products include the United States, United Kingdom, Nigeria, Canada, Mexico and Australia.

The Company manages its operations through four operating segments that are based on geographic location - North America which includes U.S. businesses and Canada; Europe which consists of European countries; Latin America which consists of Central and South America and includes Mexico; and AMEA (Asia Middle East Africa) which consists of Africa, Middle East, Australia and other Asian and Pacific markets. These operating segments also represent our reportable segments.

The measurement of reportable segment results is based on segment operating profit which is generally consistent with the presentation of operating profit in the Consolidated Statement of Income. Reportable segment results were as follows:


(millions)	2023		2022		2021
Net sales from continuing operations
North America	$	6,574	$	6,330	$	5,775
Europe	2,501		2,310		2,397
Latin America	1,265		1,089		962
AMEA	2,785		2,933		2,613
Total Reportable Segments	13,125		12,662		11,747
Corporate	(3)		(9)		—
Consolidated	$	13,122	$	12,653	$	11,747
Operating profit
North America	$	1,024	$	907	$	932
Europe	357		329		350
Latin America	130		116		100
AMEA	270		252		246
Total Reportable Segments	1,781		1,604		1,628
Corporate	(276)		(393)		(245)
Consolidated	$	1,505	$	1,211	$	1,383
Depreciation and amortization
North America	$	180	$	187	$	191
Europe	80		81		92
Latin America	35		34		25
AMEA	65		94		84
Total Reportable Segments	360		396		392
Corporate	6		8		3
Consolidated	$	366	$	404	$	395

Certain items such as interest expense and income taxes, while not included in the measure of reportable segment operating results, are regularly reviewed by the chief operating decision maker (CODM) for the Company’s internationally-based reportable segments as shown below.


(millions)	2023		2022		2021
Interest expense
North America	$	1	$	1	$	—
Europe	68		20		4
Latin America	4		2		1
AMEA	23		22		17
Corporate	207		156		183
Consolidated	$	303	$	201	$	205
Income taxes
Europe	$	42	$	38	$	48
Latin America	34		24		51
AMEA	45		42		40
Corporate & North America	137		76		214
Consolidated	$	258	$	180	$	353

Assets are reviewed by the CODM on a consolidated basis and therefore are not presented by operating segment. The CODM does review additions to property based on operating segment.


(millions)	2023		2022		2021
Additions to property
North America	$	249	$	168	$	237
Europe	122		107		102
Latin America	75		45		39
AMEA	102		69		73
Corporate	21		12		12
Consolidated	$	569	$	401	$	463

The Company’s largest customer, Wal-Mart Stores, Inc. and its affiliates, accounted for approximately 15% of consolidated net sales during 2023, and 16% and 17% of consolidated net sales from continuing operations during 2022 and 2021, respectively, comprised principally of sales within the United States.

Supplemental geographic information is provided below for net sales to external customers and long-lived assets (property and right-of-use lease assets):


(millions)	2023		2022		2021
Net sales from continuing operations
United States	$	6,279	$	6,061	$	5,512
Nigeria	1,113		1,322		1,039
Poland	41		23		15
All other countries	5,689		5,247		5,181
Consolidated	$	13,122	$	12,653	$	11,747
Long-lived assets from continuing operations
United States	$	1,847	$	1,872	$	1,867
Nigeria	84		153		167
Poland	390		320		316
All other countries	1,552		1,355		1,447
Consolidated	$	3,873	$	3,700	$	3,797

Supplemental product information is provided below for net sales from continuing operations to external customers:


(millions)	2023		2022		2021
Snacks	$	8,105	$	7,563	$	6,807
Cereal	2,736		2,618		2,689
Frozen	1,095		1,097		1,106
Noodles and other	1,186		1,375		1,145
Consolidated	$	13,122	$	12,653	$	11,747

NOTE 19

SUPPLEMENTAL FINANCIAL STATEMENT DATA


Consolidated Statement of Income (millions)	2023		2022		2021
Research and development expense	$	116	$	111	$	117
Advertising expense	$	633	$	549	$	541


Consolidated Balance Sheet (millions)	2023		2022
Trade receivables	$	1,246	$	1,251
Allowance for expected credit losses	(16)		(13)
Refundable income taxes	74		82
Other receivables	264		212
Accounts receivable, net	$	1,568	$	1,532
Raw materials, spare parts, and supplies	$	303	$	313
Finished goods and materials in process	$	940	$	1,026
Inventories	$	1,243	$	1,339
Land	$	107	$	94
Buildings	1,722		1,628
Machinery and equipment	4,690		4,500
Capitalized software	435		500
Construction in progress	591		528
Accumulated depreciation	(4,333)		(4,160)
Property, net	$	3,212	$	3,090
Other intangibles	$	2,084	$	2,401
Accumulated amortization	(154)		(162)
Other intangibles, net	$	1,930	$	2,239
Pension	$	201	$	320
Deferred income taxes	183		190
Nonpension post retirement benefits	311		228
Other	449		542
Other assets	$	1,144	$	1,280
Accrued income taxes	$	57	$	49
Customer deposits	85		150
Other current liabilities	655		642
Other current liabilities	$	797	$	841
Income taxes payable	$	40	$	37
Nonpension postretirement benefits	22		19
Other	399		434
Other liabilities	$	461	$	490


Allowance for expected credit losses (millions)	2023		2022		2021
Balance at beginning of year	$	13	$	15	$	19
Additions (reductions) charged to expense	5		4		(1)
Expected credit losses charged to reserve	(2)		(6)		(3)
Balance at end of year	$	16	$	13	$	15

100

NOTE 20

SUBSEQUENT EVENTS

On February 8, 2024, the Company announced the following reorganization plans.

The North America frozen supply chain network will be reorganized to drive increased productivity. The implementation of the reorganization plan is subject to satisfaction of any collective bargaining obligations. The reorganization will result in the expected closure of one production facility, with volume requirements being shifted to remaining production facilities across the Americas frozen network. The overall project is expected to be substantially completed by late 2024, with cost savings beginning to contribute to gross margin improvements in the second half of 2024 and reaching full-run rate in 2025.

This project is expected to result in cumulative pretax charges of approximately $75 million. Cash costs are expected to be approximately $20 million. The Company currently anticipates employee-related costs totaling approximately $10 million, which will include severance and other termination benefits; and other cash costs totaling approximately $10 million, which will primarily consist of charges related to capital expenses. Non-cash costs are expected to be approximately $55 million and primarily consist of asset impairment, accelerated depreciation, and asset write-offs.

The European cereal supply chain network is also proposed to be reorganized to drive efficiencies. The implementation of the reorganization plan is subject to satisfaction of any collective bargaining obligations and completion of consultation with impacted employees. The proposed reorganization will result in the expected closure of one production facility. The overall project is expected to be substantially completed by late 2026, with resulting efficiencies expected to begin contributing to gross margin improvements in late 2026.

This proposed reorganization is expected to result in cumulative pretax charges of approximately $120 million. Cash costs are expected to be approximately $80 million across three years. The Company currently anticipates employee-related costs totaling approximately $50 million, which will include severance and other related benefits (subject to consultation); and other cash costs totaling approximately $30 million, which will primarily consist of charges related to capital expenses. Non-cash costs are expected to be approximately $40 million and primarily consist of asset impairment, accelerated depreciation, and asset write-offs.

101

Management’s Responsibility for Financial Statements

Management is responsible for the preparation of the Company’s consolidated financial statements and related notes. We believe that the consolidated financial statements present the Company’s financial position and results of operations in conformity with accounting principles that are generally accepted in the United States, using our best estimates and judgments as required.

The Board of Directors of the Company has an Audit Committee composed of four non-management Directors. The Committee meets regularly with management, internal auditors, and the independent registered public accounting firm to review accounting, internal control, auditing and financial reporting matters.

Formal policies and procedures, including an active Ethics and Business Conduct program, support the internal controls and are designed to ensure employees adhere to the highest standards of personal and professional integrity. We have a rigorous internal audit program that independently evaluates the adequacy and effectiveness of these internal controls.

102

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles.

We conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Based on our evaluation under the framework in Internal Control — Integrated Framework (2013), management concluded that our internal control over financial reporting was effective as of December 30, 2023. The effectiveness of our internal control over financial reporting as of December 30, 2023 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which follows.

/s/ Steven A. Cahillane

Steven A. Cahillane

President and Chief Executive Officer

/s/ Amit Banati

Amit Banati

Vice Chairman and Chief Financial Officer

103

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Kellanova

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the consolidated financial statements, including the related notes, of Kellanova and its subsidiaries (the “Company”) as listed in the index appearing under Item 15(a)(1) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 30, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 30, 2023 and December 31, 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 30, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 30, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

104

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Indefinite-Lived Intangible Asset Quantitative Impairment Assessment – One Brand in the North America Operating Segment

As described in Notes 1 and 6 to the consolidated financial statements, the Company’s consolidated indefinite-lived intangible assets balance was $1.8 billion as of December 30, 2023, of which the carrying value for one brand in the North America operating segment that primarily relates to snack category products was $150 million. Management assesses indefinite-life intangible assets impairment risk throughout the year by performing a qualitative review and assessing events and circumstances that could affect the fair value or carrying value of the intangible assets. Annually during the fourth quarter, management may perform qualitative or quantitative testing for impairment. Management’s impairment testing performed through the fourth quarter of 2023 consisted of qualitative or quantitative testing for all significant indefinite-lived intangible assets. As a result of the annual impairment testing, management recognized a non-cash impairment of $34 million in selling, general and administrative expense related to a brand in the North America operating segment that primarily relates to snack category products. In performing the quantitative test of this brand, fair value was determined by management using a relief from royalty valuation method that includes estimates, and significant assumptions, of future cash flows to be generated from that asset based on estimates of future sales, royalty rate and discount rate consistent with rates used by market participants.

The principal considerations for our determination that performing procedures relating to the indefinite-lived intangible asset quantitative impairment assessment of one brand in the North America operating segment is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the indefinite-lived intangible asset related to one brand in the North America operating segment; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to future sales, royalty rate, and discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s indefinite-lived intangible asset quantitative impairment assessment, including controls over the valuation of the Company’s indefinite-lived intangible asset related to one brand in the North America operating segment. These procedures also included, among others (i) testing management’s process for developing the fair value estimate of one brand in the North America operating segment; (ii) evaluating the appropriateness of the relief from royalty valuation method used by management; (iii) testing the completeness and accuracy of underlying data used in the relief from royalty valuation method; and (iv) evaluating the reasonableness of the significant assumptions used by management related to the future sales, royalty rate, and discount rate. Evaluating management’s assumption related to future sales involved evaluating whether the assumption used by management was reasonable considering (i) the current and past performance of the brand; (ii) the consistency with external market and industry data; and (iii) whether the assumption was consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the relief from royalty valuation method and (ii) the reasonableness of the royalty rate and discount rate assumptions.

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois

February 20, 2024

We have served as the Company’s auditor since at least 1937. We have not been able to determine the specific year we began serving as auditor of the Company.

105

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures.

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure. Disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, rather than absolute, assurance of achieving the desired control objectives.

As of December 30, 2023, management carried out an evaluation under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

(b) Internal Control over Financial Reporting.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we have included a report of management’s assessment of the design and effectiveness of our internal control over financial reporting as part of this Annual Report on Form 10-K. The independent registered public accounting firm of PricewaterhouseCoopers LLP also audited, and reported on, the effectiveness of our internal control over financial reporting. Management’s report and the independent registered public accounting firm’s audit report are included in our 2023 financial statements in Item 8 of this Report under the captions entitled “Management’s Report on Internal Control over Financial Reporting” and “Report of Independent Registered Public Accounting Firm” and are incorporated herein by reference.

There were no changes during the quarter ended December 30, 2023, that materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

ITEM 9B. OTHER INFORMATION

During the quarter ended December 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors — Refer to the information in our Proxy Statement to be filed with the Securities and Exchange Commission for the Annual Meeting of Shareowners to be held on April 26, 2024 (the “Proxy Statement”), under the caption “Proposal 1 — Election of Directors,” which information is incorporated herein by reference.

Identification and Members of Audit Committee; Audit Committee Financial Expert — Refer to the information in the Proxy Statement under the caption “Board and Committee Membership,” which information is incorporated herein by reference.

Executive Officers of the Registrant — Refer to “Executive Officers” under Item 1 of this Report.

106

Compliance with Section 16(a) of the Exchange Act – Refer to the information in the Proxy Statement under the caption “Security Ownership—Delinquent Section 16(a) Reports,” which information is incorporated herein by reference.

Code of Ethics for Chief Executive Officer, Chief Financial Officer and Controller —We have adopted a Global Code of Ethics which applies to our chief executive officer, chief financial officer, corporate controller and all our other employees, and which can be found at www.investor.kellanova.com. Any amendments or waivers to the Global Code of Ethics applicable to our chief executive officer, chief financial officer or corporate controller may also be found at www.investor.kellanova.com.

ITEM 11. EXECUTIVE COMPENSATION

Refer to the information under the captions “2023 Director Compensation and Benefits,” “Compensation Discussion and Analysis,” “Executive Compensation,” “Retirement and Non-Qualified Defined Contribution and Deferred Compensation Plans,” “Potential Post-Employment Payments,” and "CEO Pay Ratio" of the Proxy Statement, which is incorporated herein by reference. See also the information under the caption “Compensation and Talent Management Committee Report” of the Proxy Statement, which information is incorporated herein by reference; however, such information is only “furnished” hereunder and not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Refer to the information under the captions “Security Ownership — Five Percent Holders”, and “Security Ownership — Officer and Director Stock Ownership” of the Proxy Statement, which information is incorporated herein by reference.


EQUITY COMPENSATION PLAN INFORMATION
(millions, except per share data)

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights as of December 30, 2023 (a)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights as of December 30, 2023 ($)(b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding Securities Reflected in Column (a)) as of December 30, 2023 (c)(1)
Equity compensation plans approved by security holders	13.6	55	13.9	(2)
Equity compensation plans not approved by security holders (3)	0	NA	0.2
Total	13.6	55	14.1

(1)The total number of shares remaining available for issuance under the 2022 Long-Term Incentive Plan.

(2)The total number of shares available remaining for issuance as of December 30, 2023 for each Equity Compensation Plan approved by shareowners are as follows:

–The 2022 Long-Term Incentive Plan - 12.4 million;

–The Amended and Restated 2002 Employee Stock Purchase Plan (effective January 1, 2021) - 1.2 million.

(3) Includes the Kellogg Share Incentive Plan, which was adopted in 2002 and is available to most U.K. employees of specified Kellogg Company subsidiaries; a similar plan, which is available to employees in the Republic of Ireland; and the Deferred Compensation Plan for Non-Employee Directors, which was adopted in 1986 and amended in 1993 and 2002.

Under the Kellogg Share Incentive Plan, eligible U.K. employees may contribute up to 1,500 Pounds Sterling annually to the plan through payroll deductions. The trustees of the plan use those contributions to buy shares of our common stock at fair market value on the open market, with Kellogg matching those contributions on a 1:1 basis. Shares must be withdrawn from the plan when employees cease employment. Under current law, eligible employees generally receive certain income and other tax benefits if those shares are held in the plan for a specified number of years. A similar plan is also available to employees in the Republic of Ireland. As these plans

107

are open market plans with no set overall maximum, no amounts for these plans are included in the above table. However, approximately 42,000 shares were purchased by eligible employees under the Kellogg Share Incentive Plan, the plan for the Republic of Ireland and other similar predecessor plans during 2023, with approximately an additional 42,000 shares being provided as matched shares.

The Deferred Compensation Plan for Non-Employee Directors was amended and restated during 2013. Under the Deferred Compensation Plan for Non-Employee Directors, non-employee Directors may elect to defer all or part of their compensation (other than expense reimbursement) into units which are credited to their accounts. The units have a value equal to the fair market value of a share of our common stock on the appropriate date, with dividend equivalents being earned on the whole units in non-employee Directors’ accounts. Units must be paid in shares of our common stock, either in a lump sum or in up to ten annual installments, with the installments to begin as soon as practicable after the non-employee Director’s service as a Director terminates. No more than 340,000 shares are authorized for use under this plan, of which approximately 70,000 had been issued as of December 30, 2023.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Refer to the information under the captions “Corporate Governance — Director Independence” and “Corporate Governance — Related Person Transactions” of the Proxy Statement, which information is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Refer to the information under the captions “Proposal 3 — Ratification of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm — Fees Paid to Independent Registered Public Accounting Firm” and “Proposal 3 — Ratification of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm — Preapproval Policies and Procedures” of the Proxy Statement, which information is incorporated herein by reference.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The Consolidated Financial Statements and related Notes, together with Management’s Report on Internal Control over Financial Reporting, and the Report thereon of PricewaterhouseCoopers LLP dated February 20, 2024, are included herein in Part II, Item 8.

(a) 1. Consolidated Financial Statements

Consolidated Statement of Income for the years ended December 30, 2023, December 31, 2022 and January 1, 2022.

Consolidated Statement of Comprehensive Income for the years ended December 30, 2023, December 31, 2022 and January 1, 2022.

Consolidated Balance Sheet at December 30, 2023 and December 31, 2022.

Consolidated Statement of Equity for the years ended December 30, 2023, December 31, 2022 and January 1, 2022.

Consolidated Statement of Cash Flows for the years ended December 30, 2023, December 31, 2022 and January 1, 2022.

Notes to Consolidated Financial Statements.

Management’s Report on Internal Control over Financial Reporting.

Report of Independent Registered Public Accounting Firm (PCAOB ID 238).

(a) 2. Consolidated Financial Statement Schedule

All financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or the notes thereto.

108

(a) 3. Exhibits required to be filed by Item 601 of Regulation S-K

The information called for by this Item is incorporated herein by reference from the Exhibit Index included in this Report.

ITEM 16. FORM 10-K SUMMARY

Not applicable.

109

EXHIBIT INDEX

Exhibit
No.

Description

Electronic(E),
Paper(P) or
Incorp. By
Ref.(IBRF)

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

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 Kellogg Company, as amended, incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K dated February 22, 2022, Commission file number 1-4171.

4.01

Indenture, dated March 15, 2001, between Kellogg Company and BNY Midwest Trust Company, including the form of 7.45% Debentures due 2031, incorporated by reference to Exhibit 4.01 to our Quarterly Report on Form 10-Q for the quarter ending March 31, 2001, Commission file number 1-4171.

IBRF

4.02

Supplemental Indenture, dated March 29, 2001, between Kellogg Company and BNY Midwest Trust Company, including the form of 7.45% Debentures due 2031, incorporated by reference to Exhibit 4.02 to our Quarterly Report on Form 10-Q for the quarter ending March 31, 2001, Commission file number 1-4171.

IBRF

4.03

Indenture, dated as of May 21, 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

Officer’s 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

110

Exhibit
No.

Description

Electronic(E),
Paper(P) or
Incorp. By
Ref.(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 1.000% Senior Notes due 2024), incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated May 19, 2016, Commission file number 1-4171.

IBRF

4.07

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

4.08

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

4.09

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

4.10

Description of Equity Securities

4.11

Description of Debt Securities

4.12

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

4.1 3

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

111

Exhibit
No.

Description

Electronic(E),
Paper(P) or
Incorp. By
Ref.(IBRF)

10.01

Kellogg Company Supplemental Savings and Investment Plan, as amended and restated as of January 1, 2003, incorporated by reference to Exhibit 10.03 to our Annual Report on Form 10-K for the fiscal year ended December 28, 2002, Commission file number 1-4171.*

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

10.03

Agreement between us and other executives, incorporated by reference to Exhibit 10.05 of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, Commission file number 1-4171.*

IBRF

10.04

Kellanova 2002 Employee Stock Purchase Plan, effective as of January 1, 2021*

10.05

Kellogg Company 1993 Employee Stock Ownership Plan, incorporated by reference to Exhibit 10.23 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 December 8, 2006, incorporated by reference to Exhibit 10 to our Annual Report on Form 10-K for the fiscal year ended December 30, 2006, Commission file number 1-4171.*

IBRF

10.07

Kellogg Company Severance Plan, incorporated by reference to Exhibit 10.25 of our Annual Report on Form 10-K for the fiscal year ended December 28, 2002, Commission file number 1-4171.*

IBRF

10.08

First Amendment to the Key Executive Benefits Plan, incorporated by reference to Exhibit 10.39 of our Annual Report in Form 10-K for our fiscal year ended January 1, 2005, 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., Cooperatieve 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., Cooperatieve 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

112

Exhibit
No.

Description

Electronic(E),
Paper(P) or
Incorp. By
Ref.(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

Letter Agreement between us and Gary Pilnick, dated May 20, 2008, incorporated by reference to Exhibit 10.54 to our Annual Report on Form 10-K for the fiscal year ended January 1, 2011, commission file number 1-4171.*

IBRF

10.16

Form of Option Terms and Conditions, incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K dated February 23, 2012, Commission file number 1-4171.*

IBRF

10.17

Kellogg Company 2013 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 to our Registration Statement on Form S-8, file number 333-188222.*

IBRF

10.18

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

10.19

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

10.20

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

10.21

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

113

Exhibit
No.

Description

Electronic(E),
Paper(P) or
Incorp. By
Ref.(IBRF)

10.22

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

10.23

Form of Option Terms and Conditions, incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K dated February 24, 2015, Commission file number 1-4171.*

IBRF

10.24

Form of Option Terms and Conditions, incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K dated February 23, 2016, Commission file number 1-4171.*

IBRF

10.25

Form of Restricted Stock Unit Terms and Conditions, incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K dated February 24, 2017, Commission file number 1-4171.*

IBRF

10.26

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

10.27

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

10.28

2021-2023 Executive Performance Plan, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated February 23, 2021, Commission file number 1-4171.*

IBRF

10.29

Form of Restricted Stock Unit Terms and Conditions, incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K dated February 23, 2021, Commission file number 1-4171.*

IBRF

10.30

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

114

Exhibit
No.

Description

Electronic(E),
Paper(P) or
Incorp. By
Ref.(IBRF)

10.31

Form of Restricted Stock Unit Terms and Conditions, incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K dated February 22, 2018, Commission File number 1-4171.*

IBRF

10.32

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

10.33

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

10.34

2019-2021 Executive Performance Plan, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated February 26, 2019, Commission file number 1-4171.*

IBRF

10.35

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 26, 2019, Commission file number 1-4171.*

IBRF

10.36

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

10.37

2020-2022 Executive Performance Plan, incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K dated February 25, 2020, Commission file number 1-4171.*

IBRF

10.38

Form of Restricted Stock Unit Terms and Conditions, incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K dated February 25, 2020, Commission file number 1-4171.*

IBRF

10.39

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

10.40

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

10.41

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

10.42

Kellanova 2022 Long-Term Incentive Plan.*

10.43

Kellanova Aircraft Policy.*

115

Exhibit
No.

Description

Electronic(E),
Paper(P) or
Incorp. By
Ref.(IBRF)

10.44

Agreement, dated October 21, 2020, between Gollek Servicios, S.C. and Victor Hugo Marroquin.*

10.45

Kellanova Clawback Policy.*

10.46

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

10.47

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

10.48

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

10.49

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

10.5 0

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

10.51

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

10.52

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

10.53

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

10.54

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

116

Exhibit
No.

Description

Electronic(E),
Paper(P) or
Incorp. By
Ref.(IBRF)

10.55

364-Day Credit Agreement dated as of December 19, 2023 with JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., Barclays Bank PLC, Citibank, N.A., Coöperatieve Rabobank U.A., New York Branch, and Morgan Stanley MUFG Loan Partners, LLC as Co-Syndication Agents, and JPMorgan Chase Bank, N.A., Barclays Bank PLC, BofA Securities, Inc., Citibank, N.A., Coöperatieve Rabobank U.A., New York Branch, and Morgan Stanley MUFG Loan Partners, LLC 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 20, 2023, Commission file number 1-4171.

IBRF

21.01

Domestic and Foreign Subsidiaries of Kellogg.

23.01

Consent of Independent Registered Public Accounting Firm.

24.01

Powers of Attorney authorizing John K. Min to execute our Annual Report on Form 10-K for the fiscal year ended December 30, 2023, on behalf of the Board of Directors, and each of them.

31.1

Rule 13a-14(a)/15d-14(a) Certification by Steven A. Cahillane.

31.2

Rule 13a-14(a)/15d-14(a) Certification by Amit Banati.

32.1

Section 1350 Certification by Steven A. Cahillane.

32.2

Section 1350 Certification by Amit Banati.

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document


*			A management contract or compensatory plan required to be filed with this Report.

We agree to furnish to the Securities and Exchange Commission, upon its request, a copy of any instrument defining the rights of holders of long-term debt of Kellanova and our subsidiaries and any of our unconsolidated subsidiaries for which Financial Statements are required to be filed.

We will furnish any of our shareowners a copy of any of the above Exhibits not included herein upon the written request of such shareowner and the payment to Kellanova of the reasonable expenses incurred in furnishing such copy or copies.

117

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, this 20th day of February, 2024.



KELLANOVA

By:						/s/ Steven A. Cahillane
						Steven A. Cahillane
						Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Name

Capacity

Date

/s/ Steven A. Cahillane
Steven A. Cahillane

Chairman and Chief Executive Officer and Director (Principal Executive Officer)

February 20, 2024

/s/ Amit Banati
Amit Banati

Vice Chairman and Chief Financial Officer (Principal Financial Officer)

February 20, 2024

/s/ Kurt Forche
Kurt Forche

Vice President and Corporate Controller (Principal Accounting Officer)

February 20, 2024

*
Stephanie A. Burns

Director

February 20, 2024

*
Carter A. Cast

Director

February 20, 2024

*
Roderick D. Gillum

Director

February 20, 2024

*
Zachary Gund

Director

February 20, 2024

*
Donald R. Knauss

Director

February 20, 2024

*
Mary A. Laschinger

Director

February 20, 2024

*
Erica L. Mann

Director

February 20, 2024

*
La June Montgomery Tabron

Director

February 20, 2024

*
J. Michael Schlotman

Director

February 20, 2024

*
Carolyn M. Tastad

Director

February 20, 2024

* By:

/s/ John K. Min
John K. Min

Attorney-in-fact

February 20, 2024

Exhibit 3.1

KELLANOVA

BYLAWS

(Amended as of February 18, 2022)

Article I

OFFICES

SECTION 1. OFFICES. The registered office of the Corporation, and the registered agent of the Corporation in Delaware, shall be as described in the Corporation’s Amended Restated Certificate of Incorporation, as amended or restated from time to time (the “Certificate of Incorporation”). The address of the registered office, and such registered agent, may be changed from time to time by the Board of Directors. The Corporation may also have an office in the City of Battle Creek, State of Michigan, and also offices at such other places as the Board of Directors may designate from time to time, or as the business of this Corporation may require.

Article II

SHAREOWNERS

SECTION 1. ANNUAL MEETINGS. The Annual Meeting of Shareowners of this Corporation (the “Annual Meeting”) may be held either within or without the State of Delaware at a time, on a date and at a place (if any) to be designated by the Board of Directors. In lieu of holding an Annual Meeting at a designated place, the Board of Directors may, in its sole discretion, determine that any such Annual Meeting may be held solely by means of remote communication.

SECTION 2. SPECIAL MEETINGS.

(a)Special meetings of the shareowners may be held on such date, at such time, and at such place (if any) either within or without the State of Delaware and may be called only (i) by such number of Directors constituting not less than two-thirds of the Full Board (as such term is defined in Article NINTH of the Certificate of Incorporation), (ii) by the Chairman of the Board of Directors, (iii) by the Chairman of the Board of Directors at the written request of one or more shareowners that collectively own at least 15% of the outstanding shares of capital stock of the Corporation (the “Requisite Percentage”) entitled to vote on the matter for which such meeting is to be called (any such meeting called pursuant to clause (iii), a “Shareowner Requested Special Meeting”) or (iv) pursuant to clauses (ii) and (iii), above, in the event of the Chairman’s absence or incapacity, by a Vice Chairman, or in the Chairman and Vice Chairman’s absence or incapacity, by the Chairman of the Nominating and Governance Committee. For purposes of this Section 2, “own” shall have the same meaning as set forth in Section 11(c), with such modifications to references therein as are necessary to refer to Shareowner Requested Special Meetings called according to this Section 2. Special meetings of shareowners shall be held at such place and time and on such date as shall be determined by the Board and stated in the Corporation’s notice of the meeting; provided, that the Board may in its sole discretion determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication.

Exhibit 3.1

(b) A Shareowner Requested Special Meeting shall be called by the Chairman if the shareowner(s) requesting such meeting provide the information required by this Section 2(b) regarding such shareowner(s) and the proposed special meeting and otherwise comply with this Section 2. In order for a Shareowner Requested Special Meeting to be required to be called by the Chairman, one or more valid written requests for a special meeting (individually or collectively, a “Special Meeting Request”) signed and dated by shareowners of record entitled to vote on the matter or matters proposed to be brought before the proposed special meeting that collectively own the Requisite Percentage (or their duly authorized agents), must be delivered to and received by the Secretary at the principal executive offices of the Corporation (the date of such receipt, the “Request Receipt Date”) and must be accompanied by:

(i) with respect to any nomination of director(s) to the Board, the same information described in Section 11(b)(ii); with respect to any other business proposed to be presented at any Shareowner Requested Special Meeting, the same information described in Section 12(c); and

(ii)(A) as to each shareowner of record signing such request (or if such shareowner of record is a nominee or custodian) or beneficial owner on whose behalf such request is signed, an affidavit by each such person (x) stating the number of shares of capital stock of the Corporation owned by such shareowner as of the date such request was signed and (y) agreeing to (1) continue to own such shares of capital stock of the Corporation through the date of the Shareowner Requested Special Meeting and (2) update and supplement such affidavit as of the record date for the Shareowner Requested Special Meeting (such update and supplement shall be delivered to the Secretary at the principal executive offices of the Corporation not later than five Business Days after the record date for such Shareowner Requested Special Meeting) and as of the date that is no more than 10 Business Days prior to the date of the Shareowner Requested Special Meeting (such update and supplement shall be delivered to the Secretary at the principal executive offices of the Corporation not later than five Business Days prior to the date of such Shareowner Requested Special Meeting); provided, however, that, in the event of any decrease in the ownership by such person at any time before the Shareowner Requested Special Meeting, such person’s Special Meeting Request shall be deemed to have been revoked with respect to such shares of capital stock of the Corporation comprising such reduction and shall not be counted towards the calculation of the Requisite Percentage; and provided further, that, if as a result of such reduction, the Requisite Percentage is not met, then such Special Meeting Request shall not be valid and the Shareowner Requested Special Meeting shall not be required to be called or shall be cancelled by the Board if already called, and (B) as to any shareowner or beneficial owner who has solicited other shareowners to request the special meeting, the information described in Section 12(c) as to each such shareowner or beneficial owner.

(c) One or more written requests for a special meeting delivered to the Secretary shall constitute a valid Special Meeting Request only if each such written request satisfies the requirements of this Section 2 and has been dated and delivered to the Secretary at the principal executive offices of the Corporation within 60 days of the earliest dated of such requests. If the shareowner of record signing the Special Meeting

Exhibit 3.1

Request is a nominee or custodian on behalf of a beneficial owner, such Special Meeting Request shall not be valid unless documentary evidence is supplied to the Secretary at the time of delivery of such Special Meeting Request of such signatory’s authority to execute the Special Meeting Request on behalf of such beneficial owner. The determination of the validity of a Special Meeting Request shall be made by the Board, which determination shall be conclusive and binding on the Corporation and its shareowners. Notwithstanding anything to the contrary herein, a Special Meeting Request shall not be valid and a Shareowner Requested Special Meeting shall not be required to be called or may be cancelled by the Board if already called, as applicable, if: (i) at any time prior to the Shareowner Requested Special Meeting, the Special Meeting Request does not comply with these Bylaws, including this Section 2, (ii) such Special Meeting Request relates to an item of business that is not a matter on which shareowners are authorized to act under, or that involves a violation of, applicable law, (iii) the Request Receipt Date occurs during the period commencing 120 days prior to the first anniversary of the date of the preceding year’s annual meeting of shareowners and ending on the date of the next annual meeting of shareowners, (iv) the purpose(s) specified in the Special Meeting Request relates to an item of business that is the same or substantially similar (as determined by the Board, which determination shall be conclusive and binding on the Corporation and its shareowners, a “Similar Item”) to an item of business that was presented at any meeting of shareowners held within the 120 days prior to the Request Receipt Date, or (v) a Similar Item is included in the Corporation’s notice as an item of business to be brought before a shareowner meeting that has been called or that is called for a date within 120 days of the Request Receipt Date. For the avoidance of doubt, the nomination, election, or removal of directors will be deemed to be a Similar Item with respect to all items of business involving the nomination, election, or removal of directors and/or changing the size of the Board and filling of vacancies and/or newly created directorships resulting from any increase in the authorized number of directors. Except as otherwise provided by law, in the case of a Shareowner Requested Special Meeting, the Chairman of the Board shall have the power and duty (A) to determine whether any business proposed to be brought before the meeting was proposed in accordance with the procedures set forth in this Section 2 and (B) if any proposed business was not proposed in compliance with this Section 2 or the stated business to be brought before the special meeting is not a proper subject for shareowner action under applicable law, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted.

(d) A Shareowner Requested Special Meeting shall be called for a date not more than 120 days after the Request Receipt Date with respect to the last Special Meeting Request related to such Shareowner Requested Special Meeting (or, in the case of any litigation related to the validity of the requests for a Shareowner Requested Special Meeting, 120 days after the final, non-appealable resolution of such litigation).

(e) Business transacted at any Shareowner Requested Special Meeting shall be limited to (i) the purpose(s) stated in the valid Special Meeting Request(s) related to such meeting and (ii) any additional matters that the Board determines to include in the Corporation’s notice of the meeting. If none of the requesting shareowners (or their duly authorized agents), appear at the Shareowner Requested Special Meeting to present the matters that were specified in the Shareowner Meeting Request(s), the Corporation

Exhibit 3.1

need not present such matters for a vote at such meeting, notwithstanding that proxies in respect of such matter may have been received by the Corporation.

(f) Notwithstanding the provisions of Section 4, if a quorum is not present at any Shareowner Requested Special Meeting, the Chairman, the Board and the Corporation, shall have no obligation to postpone or adjourn such Shareowner Requested Special Meeting, and further, may cancel such Shareowner Requested Special Meeting; and each of the same shall be deemed to have fulfilled their respective obligations under this Section 2 with respect to such Shareholder Requested Special Meeting.

(g) At any time prior to the Shareowner Requested Special Meeting, a Special Meeting Request may be withdrawn by a requesting shareowner in a writing that is signed and dated by such requesting shareowner, or their duly authorized agent, and delivered to the Secretary of the Corporation prior to the Shareowner Requested Special Meeting. If as a result of such withdrawal, the Requisite Percentage for a Special Meeting Request is not met, then such Special Meeting Request shall not be valid and the Shareowner Requested Special Meeting shall not be required to be called or shall be cancelled by the Board if already called.

SECTION 3. VOTES. Each shareowner shall be entitled to one (1) vote for each share of common stock held on all matters to be voted upon. Each shareowner entitled to vote shall be entitled to vote in person or by proxy (and may authorize another person to act as such proxy in such ways, such as electronic transmission, as are permitted under Delaware law), but no proxy shall be voted or acted on after three (3) years from its date unless said proxy provides for a longer period. Any copy, facsimile telecommunication, or other reliable reproduction of the writing or transmission created pursuant to this Section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original meeting or transmission could be used; provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission. All voting, except where otherwise required by law, the Certificate of Incorporation, these Bylaws, or the Board of Directors, may be by a voice vote.

SECTION 4. QUORUM. At any meeting at which the holders of common stock shall be entitled to vote, the holders of a majority of the outstanding shares of common stock entitled to vote at such meeting and present in person or by proxy, shall constitute a quorum. If a quorum is present, the affirmative act of a majority of the shares represented at the meeting and entitled to vote shall be the act of the shareowners, except (i) Directors shall be elected if the number of votes cast “for” such nominee’s election exceed the number of votes cast “against” such nominee’s election, excluding abstentions, provided that Directors shall be elected by a plurality of the votes of the shares represented at the meeting and entitled to vote in the election of Directors if the number of nominees exceeds the number of Directors to be elected at such meeting or (ii) as may otherwise be provided by Delaware law, these Bylaws or the Certificate of Incorporation. In the absence of a quorum at any shareowners meeting, the holders of common stock present at such meeting may adjourn the meeting from time to time without any notice other than an announcement at the meeting. The presiding chairman at the meeting may also adjourn the meeting from time to time, whether or not a quorum

Exhibit 3.1

is present, without further notice and without providing notice of the time and place of the adjourned meeting, except to the extent required by law. At any such adjourned meeting at which a quorum shall be present, any business which may have been transacted at the originally notified meeting may be transacted. In no event shall any adjournment or postponement of a meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a shareowner’s notice as described under Article II, Sections 11 and 12 of these Bylaws. Any previously scheduled meeting of shareowners may be postponed or cancelled by resolution of the Board upon public notice given prior to the previously scheduled time.

SECTION 5. SHAREOWNER LIST; STOCK LEDGER. A complete list of the shareowners entitled to vote at any meeting of shareowners, arranged in alphabetical order, showing the address and the number of shares registered in the name of each shareowner (but no electronic contact information), shall be prepared by the Secretary of the Corporation. Such list shall be open to the examination of any shareowner, for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to shareowners of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any shareowner who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any shareowner during the whole time of the meeting on a reasonable accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. The stock ledger shall be the only (and conclusive) evidence as to who are the shareowners entitled to examine the stock ledger, the list required by this Section, the books of the Corporation, to vote in person or by proxy at any meeting of shareowners, or otherwise to exercise or possess the rights of shareowners, and the Corporation shall not be bound to recognize any equitable or other claim to, or interest in, any share on the part of any other person, whether or not it shall have notice thereof, except as expressly provided by Delaware law.

SECTION 6. CONSENTS TO CORPORATE ACTION. [DELETED]

SECTION 7. ATTENDANCE TO CONSTITUTE WAIVER OF NOTICE. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

SECTION 8. RECORD DATE. In order that the Corporation may determine the shareowners entitled to notice of or to vote at any meeting of shareowners, or to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose

Exhibit 3.1

of any other lawful action, the Board of Directors may, except as otherwise required by law, fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted and which record date shall not be more than 60 days nor less than 10 days before the date of any meeting of shareowners, nor more than 60 days prior to the time for such other action as hereinbefore described; provided, however, that if no record date is fixed by the Board of Directors, the record date for determining shareowners entitled to notice of or to vote at a meeting of shareowners shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and, for determining shareowners entitled to receive payment of any dividend or other distribution or allotment of rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date shall be at the close of business on the day on which the Board of Directors adopts a resolution providing for such action. A determination of shareowners of record entitled to notice of or to vote at a meeting of shareowners shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 9. CHAIRMAN OF MEETING. The Chairman of the Board of Directors or, in such officer’s absence or incapacity, a Vice Chairman, shall preside at all meetings of the shareowners. In the absence or inability to act of the Chairman and the Vice−Chairman, the Chairman of the Nominating and Governance Committee shall preside. The Secretary shall act as secretary of each meeting of the shareowners. In the event of his or her absence or inability to act, the chairman of the meeting shall appoint a person who need not be a shareowner to act as secretary of the meeting.

SECTION 10. CONDUCT OF MEETINGS. Meetings of shareowners shall be presided over by the presiding chairman, whose rulings on procedural matters shall be final. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of shareowners as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the presiding chairman shall have the exclusive right and authority to prescribe such rules, regulations, and procedures (including, but not limited to, determination of the order of business) and to do all such acts as in the judgment of such presiding chairman, are appropriate for the proper conduct of the meeting. No matter shall be considered at a meeting of shareowners unless upon a motion duly made and seconded. Unless, and to the extent determined by the Board of Directors or the presiding chairman of the meeting, meetings of shareowners shall not be required to be held in accordance with rules of parliamentary procedure.

SECTION 11. ADVANCE NOTICE OF SHAREOWNER NOMINATIONS; INCLUSION OF SHAREOWNER DIRECTOR NOMINATIONS IN THE CORPORATION’S PROXY MATERIALS.

(a) Unless otherwise required by applicable law or the Certificate of Incorporation, only persons who are nominated in accordance with the following procedures shall be eligible for election as Directors of the Corporation. Nominations of persons for election to the Board of Directors may be made at any Annual Meeting or at

Exhibit 3.1

any special meeting of shareowners of the Corporation called for the purpose of electing Directors and must be:

(i) expressly specified in the notice of meeting (or any supplement or amendment thereto) given by or at the direction of the Board of Directors;

(ii) otherwise made by or at the direction of the Board of Directors;

(iii) otherwise properly specified in a valid Special Meeting Request in accordance with the procedures set forth in Section 2;

(iv) otherwise properly made by any shareowner of the Corporation who (A) is a shareowner of record at the time of giving of notice provided for in this Section 11, on the record date for the meeting and at the time of the meeting, (B) is entitled to vote at the meeting and (C) complies with the notice procedures set forth in this Section 11 as to such nomination; or

(v) otherwise properly made by any Eligible Shareowner (as defined in Section 11(c) below) whose Shareowner Nominee (as defined in Section 11(c) below) is included in the Corporation’s proxy materials for the relevant Annual Meeting pursuant to Section 11(c).

Clauses (iii) through (v) shall be the exclusive means for a shareowner to make director nominations; only such persons who (A) are nominated in accordance with the procedures and have satisfied the conditions set forth in clauses (iii) through (v) and (B) are in compliance with the applicable requirements of these Bylaws shall be eligible to be elected as directors at an annual or special meeting of shareowners and, if properly elected, to serve as directors.

(b) For a nomination to be properly made by a shareowner pursuant to Section 11(a)(iv):

(i) The shareowner must, in addition to any other applicable requirements, have given timely notice thereof in writing to the Secretary. To be timely for nominations pursuant to Section 11(a)(iv), a shareowner’s notice must be received by the Secretary at the principal executive offices of the Corporation by the close of business: (A) in the case of an Annual Meeting, no fewer than 90 days nor more than 120 days before the first anniversary of the date on which the Corporation first mailed its proxy materials for the prior year’s Annual Meeting; provided, however, that in the event that no Annual Meeting was held in the previous year or the Annual Meeting is called for a date that is not within 30 days before or 60 days after such anniversary date, to be timely a shareowner’s notice must be received by the Secretary by the close of business on the 10th day following the day on which a public announcement (as defined below) with respect to the date of such meeting is first made by the Corporation; and (B) in the case of a special meeting called for the purpose of electing Directors, not later than the close of business on the later of (1) the 60th day prior to the date of such meeting or (2) the close of business on the 10th day following the day on which a public announcement with respect to the date of such meeting is first made by the Corporation.

Exhibit 3.1

(ii) To be in proper form, a shareowner’s notice to the Secretary required by Section 11(b)(i) of this Article II must set forth:

(A) as to the shareowner giving the notice and the beneficial owner, if any, on whose behalf the nomination is made, the name and address of such shareowner, as they appear on the Corporation’s books, and of such beneficial owner;

(B) as to the shareowner giving the notice and the beneficial owner, if any, on whose behalf the nomination is made, and including any interests described below held by any member of such shareowner’s or beneficial owner’s immediate family sharing the same household, as of the date of such shareowner’s notice (which information shall be confirmed or updated, if necessary, by such shareowner and beneficial owner not later than 10 days after the record date for the meeting to disclose such ownership as of the record date) set forth: (1) the class or series and number of shares of capital stock of the Corporation which are, directly or indirectly, beneficially owned (as defined below) and owned of record by such shareowner and beneficial owner, (2) the class or series, if any, and number of options, warrants, convertible securities, stock appreciation rights or similar rights with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares or other securities of the Corporation or with a value derived in whole or in part from the value of any class or series of shares or other securities of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of shares or other securities of the Corporation (each, a “Derivative Security”), which are, directly or indirectly, beneficially owned by such shareowner and beneficial owner, (3) a description of any other direct or indirect opportunity to profit or share in any profit (including any performance−based fees) derived from any increase or decrease in the value of shares or other securities of the Corporation, (4) any proxy, contract, arrangement, understanding, or relationship pursuant to which such shareowner or beneficial owner has a right to vote any shares or other securities of the Corporation, (5) any rights to dividends on the shares of the Corporation owned beneficially by such shareowner or such beneficial owner that are separated or separable from the underlying shares of the Corporation, (6) any proportionate interest in shares of the Corporation or Derivative Securities held, directly or indirectly, by a general or limited partnership in which such shareowner or beneficial owner is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, if any, and (7) a description of all agreements, arrangements and understandings between such shareowner or beneficial owner and any other person(s) (including their name(s)) in connection with or related to the ownership or voting of capital stock of the Corporation or Derivative Securities;

(C) as to each person whom the shareowner proposes to nominate for election or re−election to the Board of Directors, (1) all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of Directors pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the Corporation’s proxy statement and form of proxy as a nominee and to serving as a director if elected), (2) a description of all direct and indirect compensation and other material agreements, arrangements and understandings during the past three

Exhibit 3.1

years, and any other material relationships, between or among such shareowner and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including all information that would be required to be disclosed pursuant to Item 404 promulgated under Regulation S−K (or successor regulation) if the shareowner making the nomination and any beneficial owner on whose behalf the nomination is made, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant, and (3) a completed and signed questionnaire, representation and agreement required by Section 11(d) of this Article II;

(D) as to the shareowner giving the notice and the beneficial owner, if any, on whose behalf the nomination is made, (1) a statement as to whether either such shareowner or beneficial owner intends to deliver a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s voting shares required under applicable law to elect such shareowner’s nominees and/or otherwise to solicit proxies from shareowners in support of such nomination, and (2) any other information relating to such shareowner or beneficial owner that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the election of Directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and

(E) a representation that the shareowner is a holder of record of shares of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to make such nomination.

(c) This Section 11(c) shall be the exclusive means for shareowners to include nominees for election as a director of the Corporation in the Corporation’s proxy statement and on its form of proxy for an Annual Meeting. For avoidance of doubt, the provisions of this Section 11(c) shall not apply to a special meeting of shareowners, and the Corporation shall not be required to include a director nominee of a shareowner or any other person in the Corporation’s proxy statement or form of proxy for any special meeting of shareowners, other than as may be required for a Shareowner Requested Special Meeting in accordance with the procedures set forth in Section 2.

(i) Subject to the provisions of these Bylaws, the Corporation shall include in its proxy statement and on its form of proxy for an Annual Meeting, the name of, and shall include in any such proxy statement the Additional Information (as defined below) relating to, any eligible person nominated for election as a director of the Corporation (a “Shareowner Nominee”) by any shareowner or group of no more than 20 shareowners that satisfies the requirements of this Section 11(c) (such person or group, an “Eligible Shareowner”) and that includes in the written notice required by this Section 11(c) (the “Notice of Proxy Access Nomination”) a written statement requesting to have its nominee included in the Corporation’s proxy materials. For purposes of this Section 11(c), “Additional Information” shall consist of (A) information concerning the Shareowner Nominee and the Eligible Shareowner that the Corporation determines is required to be disclosed in the Corporation’s proxy statement by Section 14 of the

Exhibit 3.1

Exchange Act and/or the rules and regulations promulgated thereunder and (B) if the Eligible Shareowner so requests, a statement set forth in the Notice of Proxy Access Nomination for inclusion in the proxy statement in support of such nomination pursuant to Section 11(c)(vi)(E) (subject, without limitation, to Section 11(c)(viii)).

(ii) The Corporation shall not be required to include in any proxy materials for an Annual Meeting a number of Shareowner Nominees greater than 20% of the number of directors in office as of the last day on which a Notice of Proxy Access Nomination may be delivered pursuant to this Section 11(c) (the “Proxy Access Nomination Deadline”), rounded down to the nearest whole number but not less than two (the “Maximum Number of Nominees”). Notwithstanding the foregoing, the Maximum Number of Nominees shall be reduced by the number of (A) Shareowner Nominees that are subsequently withdrawn by an Eligible Shareowner or that the Board of Directors itself decides to nominate at such annual meeting of shareowners, (B) incumbent directors who were Shareowner Nominees at any of the preceding three Annual Meetings, and (C) director candidates for which the Corporation shall have received a notice (whether or not subsequently withdrawn) pursuant to Section 11(a)(iv) hereof that a shareowner intends to nominate a candidate for director at the Annual Meeting and such shareowner does not expressly request at the time of providing the notice to have its nominee included in the Corporation’s proxy materials pursuant to this Section 11(c). In the event that one or more vacancies for any reason occurs on the Board of Directors after the Proxy Access Nomination Deadline but prior to the date of the applicable Annual Meeting, and the Board of Directors resolves to reduce the size of the Board of Directors in connection therewith, the Maximum Number of Nominees shall be calculated based on the number of directors in office as so reduced. In the event that the number of Shareowner Nominees submitted by Eligible Shareowners pursuant to this Section 11(c) exceeds the Maximum Number of Nominees, each Eligible Shareowner shall select one Shareowner Nominee for inclusion in the Corporation’s proxy statement until the Maximum Number of Nominees is reached, going in the order of the amount (greatest to least) of voting power of the Corporation’s common stock entitled to vote on the election of directors beneficially owned by each such Eligible Shareowner as disclosed in the Notice of Proxy Access Nomination submitted to the Corporation. If the Maximum Number of Nominees is not reached after each Eligible Shareowner has selected one Shareowner Nominee, this selection process shall continue as many times as necessary, following the same order each time, until the Maximum Number of Nominees is reached. If any Shareowner Nominee selected pursuant to such determination later (X) withdraws from the election (or his or her nomination is withdrawn by the Eligible Shareowner) or (Y) is determined not to satisfy the requirements of this Section 11(c), no other nominee or nominees (other than any Shareowner Nominees already determined to be included in the Corporation’s proxy materials who continue to satisfy the requirements of this Section 11(c)) shall be included in the Corporation’s proxy materials or otherwise be eligible for election pursuant to this Section 11(c).

(iii) In order to make and sustain a nomination pursuant to this Section 11(c) and in order for such nomination to be voted upon, (A) an Eligible Shareowner must have owned at least 3% of the Corporation’s outstanding common stock as of the most recent date for which the total number of outstanding shares of the Corporation’s common

Exhibit 3.1

stock is disclosed in any filing by the Corporation with the Securities and Exchange Commission prior to the submission of the Notice of Proxy Access Nomination (the “Required Shares”), (B) the Eligible Shareowner must have continuously owned the Required Shares for a period of three years as of both the date the Notice of Proxy Access Nomination is received by the Secretary in accordance with this Section 11(c) and the record date for determining the shareowners eligible to vote at the applicable Annual Meeting and (C) the Eligible Shareowner must continue to own the Required Shares through such Annual Meeting date. Each of the shareowners in a group collectively comprising an Eligible Shareowner must also have been a shareowner continuously during such three-year periods. For purposes of this Section 11(c), an Eligible Shareowner shall be deemed to “own” only those outstanding shares of the Corporation’s common stock as to which the shareowner possesses both (A) the full voting and investment rights pertaining to the shares and (B) the full economic interest in (including the opportunity for profit and risk of loss on) such shares; provided, however, that the number of shares calculated in accordance with clauses (A) and (B) shall not include any shares (1) sold by or on behalf of such shareowner or any of its affiliates in any transaction that has not yet settled or closed, including any short sale, (2) borrowed by or on behalf of such shareowner or any of its affiliates for any purposes or purchased by such shareowner or any of its affiliates pursuant to an agreement to resell, or (3) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar instrument or agreement entered into by or on behalf of such shareowner or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of outstanding shares of the Corporation, in any such case which instrument or agreement has, is intended to have, or if exercised by either party thereto would have, the purpose or effect of reducing in any manner, to any extent or at any time in the future, such shareowner’s or any of its affiliates’ full right to vote or direct the voting of any such shares, and/or hedging, offsetting or altering to any degree gain or loss arising from the full economic ownership of such shares by such shareowner or any of its affiliates. Notwithstanding the foregoing, an Eligible Shareowner “owns” shares held in the name of a nominee or other intermediary so long as the Eligible Shareowner retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares. An Eligible Shareowner’s ownership of shares shall be deemed to continue during any period in which the shareowner has (Y) loaned such shares, provided that such shareowner has the power to recall such shares on not more than five business days’ notice (and holds any voting power over such shares) and holds such voting power through the date of applicable the Annual Meeting or (Z) delegated any voting power over such shares by means of a proxy, power of attorney or other instrument or arrangement, provided that such shareowner has the power to revoke such delegation at any time without condition and has revoked such delegation as of the record date for the applicable Annual Meeting. The terms “owned,” “ownership,” “owning” and other variations of the word “own” shall have correlative meanings.

(iv) For the purpose of calculating the number of shareowners that constitutes an “Eligible Shareowner” for purposes of this Section 11(c), a group of funds that are (A) under common management and investment control, (B) under common management and funded primarily by the same employer, or (C) a “group of investment companies,”

Exhibit 3.1

as such term is defined in Section 12(d)(1)(G)(ii) of the Investment Company Act of 1940, as amended, (or any successor rule) (a “Qualifying Fund”) shall be treated as one shareowner, provided that (1) each fund included with a Qualifying Fund otherwise meets the requirements set forth in this Section 11(c) and (2) such group of funds shall provide, together with the Notice of Proxy Access Nomination, documentation evidencing such group’s status as a Qualifying Fund. No shareowner, alone or together with any of its affiliates, may be a member of more than one group constituting an Eligible Shareowner, and if any person appears as a member of more than one group, it shall be deemed to be a member of the group that has the largest ownership of shares of common stock of the Corporation. In the event of a nomination pursuant to this Section 11(c) by a group of shareowners, each provision in this Section 11(c) that requires the Eligible Shareowner to provide any written statements, representations, undertakings, agreements or other instruments or to meet any other conditions shall be deemed to require each shareowner that is a member of such group to provide such statements, representations, undertakings, agreements or other instruments and to meet any other conditions; provided, however, that the requirement to own the Required Shares shall apply to the ownership of the group in the aggregate. Should any shareowner withdraw from, or be deemed ineligible to participate in, a group constituting an Eligible Shareowner at any time prior to the applicable Annual Meeting, such group shall only be deemed to own the shares held by the remaining members of the group. A breach of any obligation, agreement, representation or warranty under this Section 11(c) by any member of a group constituting an Eligible Shareowner shall be deemed a breach by all members of the group constituting the Eligible Shareowner.

(v) The Eligible Shareowner must, in addition to any other applicable requirements, have given timely notice thereof in writing to the Secretary. To be timely for nominations pursuant to Section 11(c), an Eligible Shareowner’s Notice of Proxy Access Nomination must be received by the Secretary at the principal executive offices of the Corporation by the close of business no more than 150 days nor fewer than 120 days before the first anniversary of date on which the Corporation first mailed its proxy materials for the prior year’s Annual Meeting; provided, however, that in the event that no Annual Meeting was held in the previous year or the Annual Meeting is called for a date that is not within 30 days before or 60 days after such anniversary date, then, to be timely an Eligible Shareowner’s Notice of Proxy Access Nomination must be received by the Secretary by the close of business no more than 150 days prior to the applicable Annual Meeting nor fewer than the later of 120 days prior to the applicable Annual Meeting and the 10th day following the day on which a public announcement with respect to the date of such meeting is first made by the Corporation. In no event shall the adjournment or postponement of an Annual Meeting (or any public announcement thereof) commence a new time period (or extend any time period) for the giving of a Notice of Proxy Access Nomination.

(vi) To be in proper form, the Notice of Proxy Access Nomination shall set forth or be submitted with the following:

(A) a copy of the Schedule 14N relating to the Shareowner Nominee that has been or concurrently is filed with the Securities and Exchange Commission in accordance with Rule 14a-18 under the Exchange Act (or any successor rule thereto);

Exhibit 3.1

(B) written notice of nomination of the Shareowner Nominee, which notice includes the following additional information, agreements, representations and warranties by the Eligible Shareowner: (1) all information that would be required from nominating shareowners and proposed nominees with respect to the nomination of directors pursuant to Section 11(b)(ii) hereof, as if the nomination of the Shareowner Nominee were being submitted pursuant to Section 11(a)(iv); (2) the details of any relationship that existed within the three years preceding the submission of the Notice of Proxy Access Nomination and that would have been required to be described pursuant to Item 6(e) of Schedule 14N (or any successor item) if such relationship existed on the date of the submission of the Schedule 14N; (3) a description of any agreement, arrangement or understanding with respect to the nomination between or among such shareowner and/or any beneficial owner, if any, on whose behalf the nomination is made, any of their respective affiliates or associates, and any others acting in concert with any of the foregoing; (4) the details of any position of the Shareowner Nominee as an employee, officer or director of any competitor (that is, any entity that produces products or provides services that compete with or are alternatives to the products produced or services provided by the Corporation or its affiliates) or significant supplier or customer of the Corporation within the three years preceding the submission of the Notice of Proxy Access Nomination; (5) a representation and warranty that the Eligible Shareowner (a) acquired the Required Shares in the ordinary course of business and neither acquired, nor is holding, such shares for the purpose or with the effect of influencing or changing control of the Corporation; (b) has not engaged in, and will not engage in, and has not and will not be a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act (without reference to the exception in Section 14a-(l)(2)(iv)) (or any successor rules) with respect to the applicable Annual Meeting, other than with respect to nominees of such Eligible Shareowner or the Board of Directors; (c) has not nominated and will not nominate for election to the Board of Directors any person other than the Shareowner Nominee(s); (d) agrees to comply with all laws, rules and regulations applicable to the use, if any, of soliciting material; (e) will provide facts, statements and other information in all communications with the Corporation and its shareowners that are or will be, as applicable, true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (f) meets the eligibility requirements set forth in these Bylaws; and (g) will maintain qualifying ownership of the Required Shares at least through the date of the applicable Annual Meeting; (6) a representation and warranty that, within five business days after each of the date of the Notice of Proxy Access Nomination and the record date for the applicable Annual Meeting, the Eligible Shareowner will provide documentary evidence from each record holder of the Required Shares (and from each intermediary through which the Required Shares are or have been held during the requisite three-year holding period) evidencing the continuous ownership by the Eligible Shareowner of the Required Shares for at least three years as of the date of the Notice of Proxy Access Nomination and the record date, respectively; (7) a representation and warranty that the Shareowner Nominee: (a) qualifies as independent (including with respect to all committees of the Board of Directors) under the listing standards and rules of each exchange upon which the Corporation’s common stock is listed, any applicable rules of the Securities and Exchange Commission and any publicly disclosed standards used by the Board of

Exhibit 3.1

Directors in determining and disclosing independence of the Corporation’s directors; (b) is a “non-employee director” for the purposes of Rule 16b-3 under the Exchange Act (or any successor rule); (c) is an “outside director” for the purposes of Section 162(m) of the Internal Revenue Code (or any successor provision); (d) meets the director qualification requirements set forth in Section 11(d) of these Bylaws; and (e) is not and has not been subject to any event specified in Rule 506(d)(1) of Regulation D (or any successor rule) under the Securities Act of 1933 or Item 401(f) of Regulation S-K (or any successor rule) under the Exchange Act, without reference to whether the event is material to an evaluation of the ability or integrity of the Shareowner Nominee; (8) a representation and warranty that the Schedule 14N relating to the Shareowner Nominee and provided in accordance with Section 11(c)(vi)(A) is accurate and complete, and fully complies with the requirements of Schedule 14N under the Exchange Act; and (9) a representation and warranty that the Shareowner Nominee’s candidacy will not and, if elected, the Shareowner Nominee’s membership on the Board of Directors would not, violate applicable state or federal law or the listing standards or rules of any exchange upon which the Corporation’s common stock is listed;

(C) an executed agreement pursuant to which the Eligible Shareowner agrees: (1) to comply with all applicable laws, rules, regulations and listing standards in connection with the nomination, solicitation and election of the Shareowner Nominee; (2) to file any written solicitation or other communication with the Corporation’s shareowners relating to one or more of the Corporation’s directors or director nominees or any Shareowner Nominee with the Securities and Exchange Commission, regardless of whether any such filing is required under rule or regulation or whether any exemption from filing is available for such materials under any rule or regulation; (3) to refrain from distributing any form of proxy for the applicable Annual Meeting other than the form distributed by the Corporation; (4) to assume all liability stemming from any action, suit or proceeding concerning any actual or alleged legal or regulatory violation arising out of any communication by the Eligible Shareowner with the Corporation, its shareowners or any other person in connection with the nomination or election of directors, including the Notice of Proxy Access Nomination; (5) to indemnify and hold harmless (such indemnity and hold harmless to be provided jointly and severally with all other group members, in the case of a group member) the Corporation and each of its directors, officers and employees individually against any liability, loss, damages, expenses or other costs (including attorneys’ fees) incurred in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Corporation or any of its directors, officers or employees arising out of or relating to any nomination, solicitation, or other activity by the Eligible Shareowner in connection with its efforts to elect a Shareowner Nominee pursuant to this Section 11(c); (6) in the event that any information included in the Notice of Proxy Access Nomination, or any other communication by the Eligible Shareowner (including with respect to any group member), with the Corporation, its shareowners or any person in connection with the nomination or election of directors ceases to be true and accurate in all material respects (or due to a subsequent development omits a material fact necessary to make the statements made not misleading), or that the Eligible Shareowner (including any group member) has failed to continue to satisfy the eligibility requirements described in Section 11(c)(iii), to promptly (and in any event within 48 hours of discovering such misstatement or omission) notify the Corporation and any other recipient of such

Exhibit 3.1

communication of the misstatement or omission in such previously provided information and of the information that is required to correct the misstatement or omission; it being understood that providing any such notification shall not be deemed to cure any such defect or limit the Corporation’s right to omit a Shareowner Nominee from its proxy materials pursuant to this Section 11(c);

(D) an executed agreement pursuant to which the Shareowner Nominee consents to being named in the Corporation’s proxy statement and form of proxy (and will not agree to be named in any other person’s proxy statement or form of proxy with respect to the applicable Annual Meeting) as a nominee and to serving as a director of the Corporation if elected, and represents and agrees that such Shareowner Nominee meets the director qualification requirements set forth in Section 11(d) of these Bylaws;

(E) if desired, a statement for inclusion in the proxy statement in support of the Shareowner Nominee’s candidacy, provided that such statement (1) shall not exceed 500 words, (2) shall fully comply with Section 14 of the Exchange Act and the rules and regulations thereunder, including Rule 14a-9, and (3) is provided at the same time as the relevant Notice of Proxy Access Nomination; and

(F) in the case of a nomination by a group constituting an Eligible Shareowner, the designation by all group members of one group member as the exclusive member to interact with the Corporation on behalf of all members of the group for purposes of this Section 11(c) and to act on behalf of and bind all group members with respect to matters relating to the nomination, including withdrawal of the nomination.

The information, statements, representations, undertakings, agreements, documents and other obligations required by this Section 11(c)(vi) shall be provided (1) with respect to and executed by each group member, in the case of a group, and (2) with respect to the persons specified in Instruction 1 to Items 6(c) and (d) of Schedule 14N (or any successor item) in the case of an Eligible Shareowner or group member that is an entity. The Notice of Proxy Access Nomination shall be deemed submitted on the date on which all information and documents referred to in this Section 11(c)(vi) (other than such information and documents explicitly contemplated in this Section 11(c)(vi) to be provided after the date the Notice of Proxy Access Nomination) have been delivered to, or, if sent by mail, received by the Secretary at the principal executive offices of the Corporation.

(vii) Notwithstanding any other provision of these Bylaws, the Corporation may in its sole discretion solicit against, and include in the proxy statement its own statements or other information relating to, any Eligible Shareowner and/or Shareowner Nominee, including any information provided to the Corporation with respect to the foregoing.

(viii) Notwithstanding anything to the contrary, the Corporation may omit from its proxy materials any information not timely provided in accordance with these Bylaws or any information that is provided pursuant to this Section 11(c), including all or any portion of the statement in support of the Shareowner Nominee included in the Notice of Proxy Access Nomination, to the extent that: (A) such information directly or indirectly impugns the character, integrity or personal reputation of, or directly or indirectly makes charges concerning improper, illegal or immoral conduct or associations, without factual

Exhibit 3.1

foundation, with respect to, any person; or (B) the inclusion of such information in the proxy materials would otherwise violate any applicable law, rule or regulation.

(ix) Notwithstanding anything to the contrary in this Section 11(c), the Corporation shall not be required to include in its proxy materials any Shareowner Nominee or information concerning such Shareowner Nominee, nor shall a vote be required to occur with respect to any such Shareowner Nominee at any such meeting (notwithstanding that proxies in respect of such vote may have been received by the Corporation), if:

(A) the Shareowner Nominee or the Eligible Shareowner has engaged in or is engaged in, or has been or is a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act (without reference to the exception in Section 14a-(l)(2)(iv)) (or any successor rules) in support of the election of any individual as a director at the applicable Annual Meeting other than a nominee of the Board of Directors and other than a nominee of such Eligible Shareowner as permitted by this Section 11(c);

(B) if another person is engaging in a “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act (without reference to the exception in Section 14a-(l)(2)(iv)) (or any successor rules) in support of the election of any individual as a director at the applicable Annual Meeting other than a nominee of the Board of Directors and other than as permitted by this Section 11(c);

(C) the Shareowner Nominee’s nomination or election to the Board of Directors would cause the Corporation to be in violation of the Corporation’s Bylaws or Certificate of Incorporation, the listing standards or rules of any exchange upon which the Corporation’s common stock is listed, or any applicable law, rule or regulation;

(D) the Shareowner Nominee was nominated for election to the Board of Directors pursuant to this Section 11(c) at one of the Corporation’s two preceding Annual Meetings and either withdrew or became ineligible or unavailable or did not receive a number of votes cast in favor of his or her election at least equal to 25% of the shares present in person or by proxy and entitled to vote at such meeting;

(E) the Shareowner Nominee is or has been within the past three years, an employee, officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914, as amended, or any other applicable competition law;

(F) the Shareowner Nominee is subject to any order of the type specified in Rule 506(d) of regulations promulgated under the Securities Act of 1933;

(G) the Eligible Shareowner has failed to continue to satisfy the eligibility requirements described in Section 11(c)(iii), any of the representations and warranties made in the Notice of Proxy Access Nomination is not or ceases to be true and accurate in all material respects (or omits a material fact necessary to make the statement not misleading), the Shareowner Nominee becomes unwilling or unable to serve on the Board of Directors, or any violation or breach occurs of the obligations, agreements, representations or warranties of the Eligible Shareowner or the Shareowner Nominee under this Section 11(c);

Exhibit 3.1

(H) the Shareowner Nominee is not independent (including with respect to any committees of the Board of Directors) under the listing standards or rules of any exchange upon which the Corporation’s common stock is listed, any applicable rules of the Securities and Exchange Commission, or any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence of the Corporation’s directors; or

(I) the Eligible Shareowner or, in the case of a nomination by a group, the designated lead group member, fails to appear at the applicable Annual Meeting to present any nomination submitted by such shareowner or group pursuant to this Section 11(c). In addition, any Eligible Shareowner (or any member of a group constituting an Eligible Shareowner) whose Shareowner Nominee is elected as a director at an Annual Meeting will not be eligible to nominate or participate in the nomination of a Shareowner Nominee for the following two Annual Meetings.

(x) The Board of Directors (and any other person or body authorized by the Board of Directors) shall have the power and authority to interpret this Section 11(c) and to make any and all determinations necessary or advisable to apply this Section 11(c) to any persons, facts or circumstances, including the power to determine: (A) whether a person or group of persons qualifies as an Eligible Shareowner; (B) whether outstanding shares of the Corporation’s capital stock are “owned” for purposes of meeting the ownership requirements of this Section 11(c); (C) whether any and all requirements of this Section 11(c) have been satisfied, including a Notice of Proxy Access Nomination; (D) whether a person satisfies the qualifications and requirements to be a Shareowner Nominee; and (E) whether inclusion of the Additional Information in the corporation’s proxy statement is consistent with all applicable laws, rules, regulations and listing standards. Any such interpretation or determination adopted in good faith by the Board of Directors (or any other person or body authorized by the Board of Directors) shall be conclusive and binding on all persons, including the Corporation and all record or beneficial owners of stock of the Corporation.

(d) To be eligible to be a nominee for election or re−election as a director of the Corporation, a person must deliver (in accordance with the time periods prescribed for delivery of notice under Section 11(b) or Section 11(c), as applicable, of this Article II) to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (i) is not and will not become a party to (A) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question or issues or questions generally (a “Voting Commitment”) that has not been disclosed to the Corporation or (B) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (ii) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any

Exhibit 3.1

direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein; and (iii) would be in compliance, and if elected as a director of the Corporation will comply, with all applicable law and publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation. In addition, to be eligible to be a nominee for election or reelection as a director of the Corporation pursuant to Section 11(b) or Section 11(c), a person must not be a named subject of a criminal proceeding (excluding traffic violations and other minor offenses) pending as of the date the Corporation first mails to the shareowners its notice of meeting that includes the name of the nominee and, within ten years preceding such date, must not have been convicted in such a criminal proceeding.

(e) The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve either as a director of the Corporation or as an independent director of the Corporation (consistent with the rules of the Securities and Exchange Commission and with any director independence standards set forth in the Corporation’s corporate governance), or that in the Board’s discretion could be material to a reasonable shareowner’s understanding of the qualifications and/or independence, or lack thereof, of such nominee.

SECTION 12. ADVANCE NOTICE OF SHAREOWNER PROPOSALS FOR BUSINESS.

(a) Only such business shall be conducted before a meeting of shareowners as shall have been properly brought before such meeting. To be properly brought before a meeting of shareowners, business (other than the nomination of Directors) must be: (i) expressly specified in the notice of meeting (or any supplement or amendment thereto) given by or at the direction of the Board of Directors; (ii) otherwise properly brought before the meeting by or at the direction of the Board of Directors; or (iii) otherwise properly brought before the meeting by any shareowner of the Corporation who (A) is a shareowner of record at the time of giving of notice provided for in this Section 12, on the record date for the meeting and at the time of the meeting, (B) is entitled to vote at the meeting and (C) complies with the notice procedures set forth in this Section 12 as to such business.

(b) For any business to be properly brought before a meeting by a shareowner pursuant to this Section 12, the shareowner must, in addition to any other applicable requirements, have given timely notice thereof in writing to the Secretary and any such proposed business must be a proper matter for shareowner action. To be timely, a shareowner’s notice must be received by the Secretary at the principal executive offices of the Corporation by the close of business: (i) in the case of an Annual Meeting, by the deadline set forth in Section 11(b)(i)(A) of this Article II; and (ii) in the case of a special meeting, by the deadline set forth in Section 11(b)(i)(B) of this Article II.

(c) To be in proper form, a shareowner’s notice to the Secretary pursuant to Section 12(b) of this Article II must set forth as to each matter the shareowner proposes to bring before the Annual Meeting: (i) as to the shareowner giving the notice and the

Exhibit 3.1

beneficial owner, if any, on whose behalf the proposal is made, the information called for by Section 11(b)(i) and Section 11(b)(ii) of this Article II; (ii) a brief description of (A) the business desired to be brought before such meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend these Bylaws, the language of the proposed amendment), (B) the reasons for conducting such business at the meeting and (C) any material interest of such shareowner or beneficial owner in such business, including a description of all agreements, arrangements and understandings between such shareowner or beneficial owner and any other person(s) (including the name(s) of such other person(s)) in connection with or related to the proposal of such business by the shareowner; (iii) as to the shareowner giving the notice and the beneficial owner, if any, on whose behalf the proposal is made, (A) a statement as to whether either such shareowner or beneficial owner intends to deliver a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s voting shares required under applicable law to approve the proposal and/or otherwise to solicit proxies from shareowners in support of such proposal and (B) any other information relating to such shareowner or beneficial owner that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the election of Directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (iv) a representation that the shareowner is a holder of record of shares of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business.

SECTION 13. ADVANCE NOTICE IN GENERAL.

(a) Except as otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, the presiding chairman of the meeting shall have the power and duty to determine whether any nomination or other business proposed to be brought before the meeting was made or brought in accordance with the procedures set forth in these Bylaws and, if any nomination or other business is not made or brought in compliance with these Bylaws, to declare that such nomination or proposal of other business be disregarded and not acted upon.

(b) Notwithstanding Section 11 and Section 12 of this Article II, a shareowner shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in these Bylaws; provided, however, that any references in these Bylaws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit the requirements applicable to any nomination or other business to be considered pursuant to Section 11 or Section 12 of this Article II. Nothing in these Bylaws shall be deemed to affect any rights of shareowners to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a−8 under the Exchange Act.

(c) In no event shall any adjournment or postponement of a meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a shareowner’s notice as described under Article II, Sections 11 and 12 of these Bylaws.

Exhibit 3.1

(d) For the avoidance of doubt, (i) Section 11 of this Article II shall be the exclusive means for a shareowner to nominate persons for election as Directors of the Corporation and (ii) Section 12 of this Article II shall be the exclusive means for a shareowner to submit business (other than matters properly brought under Rule 14a−8 under the Exchange Act and included in the Corporation’s notice of meeting) for consideration by the shareowners at a meeting of shareowners of the Corporation.

(e) For purposes of these Bylaws: (i) “beneficially owned” (and phrases of similar import), when referring to shares owned by a person, shall mean all shares which such person is deemed to beneficially own pursuant to Rules 13d−3 and 13d−5 under the Exchange Act and the rules and regulations promulgated thereunder, including shares which are beneficially owned, directly or indirectly, by any other person with which such person has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of the capital stock of the Corporation; and (ii) “publicly announced” and “public announcement” shall mean disclosure by the Corporation in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

SECTION 14. INSPECTORS OF ELECTIONS; OPENING AND CLOSING THE POLLS. The Board of Directors, by resolution, shall appoint one or more inspectors, which inspector or inspectors may include individuals who serve the Corporation in other capacities, including, without limitation, as officers, employees, agents, or representatives, to act at the meetings of shareowners and make a written report thereof. One or more persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate has been appointed to act or is able to act at a meeting of shareowners, the presiding officer of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall have the duties prescribed by law. The presiding chairman of the meeting shall fix and announce at the meeting the date and time of the opening and the closing of the polls for each matter upon which the shareowners will vote at a meeting.

SECTION 15. NOTICE OF MEETINGS AND RECORD DATE. The Corporation shall give notice of any annual or special meeting of shareowners. Notices of meetings of the shareowners shall state the place, if any, date, and hour of the meeting, and means of remote communication, if any, by which shareowners and proxyholders may be deemed to be present in person and vote at such meeting. The business transacted at an Annual Meeting shall be limited to that which is brought: (i) pursuant to the Corporation’s notice with respect to that meeting; (ii) by or at the direction of the Board of Directors; or (iii) by a shareowner who complies with the applicable provisions of these Bylaws. In the case of a special meeting, the notice shall state the purpose of purposes for which the meeting is called. No business other than that specified in the notice thereof shall be transacted at any special meeting. Unless otherwise provided by applicable law or the Certificate of Incorporation, notice shall be given to each shareowner entitled to vote at such meeting not fewer than ten days or more than sixty days before the date of the meeting. Notice to shareowners may be given by writing in

Exhibit 3.1

paper form or solely in the form of electronic transmission as permitted by this Section. If given by writing in paper form, notice may be delivered personally, may be delivered by mail, or with the consent of the shareowner entitled to receive notice, may be delivered by facsimile telecommunication or any of the other means of electronic transmission. If mailed, such notice shall be delivered by postage−prepaid envelope directed to each shareowner at such shareowner’s address as it appears in the records of the Corporation. Any notice to shareowners given by the Corporation shall be effective if delivered or given by a form of electronic transmission to which the shareowner to whom the notice is given has consented. Notice given pursuant to this Section shall be deemed given: (i) if by facsimile telecommunication, when directed to a facsimile telecommunication number at which the shareowner has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the shareowner has consented to receive notice; (iii) if by posting on an electronic network together with separate notice to the shareowner of such specific posting, upon the later of such posting or the giving of such separate notice; and (iv) if by any other form of electronic transmission, when directed to the shareowner. An affidavit of the Secretary or an Assistant Secretary or of the Transfer Agent or other agent of the Corporation that the notice has been given by personal delivery, by mail, or by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Notice of any meeting of shareowners need not be given to any shareowner if waived by such shareowner either in a writing signed by such shareowner or by electronic transmission, whether such waiver is given before or after such meeting is held. If such a waiver is given by electronic transmission, the electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the shareowner.

SECTION 16. REMOTE COMMUNICATION. For purposes of these Bylaws, if authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, shareowners and proxyholders may, by means of remote communication: (i) participate in a meeting of shareowners; and (ii) be deemed present in person and vote at a meeting of shareowners whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (a) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a shareowner or proxyholder; (b) the Corporation shall implement reasonable measures to provide such shareowners and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareowners, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and (c) if any shareowner or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

Article III

DIRECTORS

SECTION 1. MEMBERSHIP. The number of Directors of this Corporation shall be not less than seven (7) nor more than fifteen (15), the exact number of Directors to

Exhibit 3.1

be fixed from time−to−time by a resolution adopted by not less than two−thirds of the Full Board. Directors shall be divided into three classes, as nearly equal in number as possible, with a term of office of three years, one class to expire each year. At each Annual Meeting, the class of Directors whose terms of office shall expire at such time shall be elected as provided in these Bylaws to hold office for terms expiring at the third Annual Meeting following their election and until a successor shall be elected and shall qualify. Nominations for the election of Directors may be made by the Board of Directors or a committee appointed by the Board of Directors or by any shareowner who complies with Article II, Section 11 of these Bylaws, the Certificate of Incorporation and Delaware law.

SECTION 2. VACANCIES. Subject to the rights of the holders of any particular class or series of equity securities of this Corporation, (i) newly created directorships resulting from any increase in the total number of authorized Directors may be filled by the affirmative vote of not less than two−thirds of the Directors then in office, although less than a quorum, or by a sole remaining Director, at any regular of special meeting of the Board of Directors, or by a plurality vote of the shareowners at any meeting of shareowners, and (ii) any vacancies on the Board of Directors resulting from death, resignation (by written or electronic transmission), retirement, disqualification, removal from office or other cause may be filled only by the affirmative vote of a majority of the Directors then in office, although less than a quorum, or by a sole remaining Director, at any regular or special meeting of the Board of Directors. Any Director elected to fill a vacancy described in clause (ii) shall be of the same class as his or her predecessor.

SECTION 3. PLACE OF MEETINGS. The Directors may hold their meetings at such place or places as they may, from time−to−time, determine.

SECTION 4. REGULAR MEETINGS. Regular meetings may be called by the Chairman of the Board, or in such officer’s absence or incapacity, by a Vice Chairman, or in such officer’s absence or incapacity, by the Chairman of the Nominating and Governance Committee or not less than six (6) Directors. Notice may also be given at an earlier Board meeting (by approval of a resolution or otherwise), in which case no further notice shall be required. The Board of Directors may provide, by resolution, the time and place for the holding of different or additional regular meetings or the cancellation of a regular meeting(s), without notice other than such resolution.

SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by the Chairman of the Board, or in such officer’s absence or in capacity, by a Vice Chairman, or in such officer’s absence or incapacity, by the Chairman of the Nominating and Governance Committee or not less than six (6) Directors.

SECTION 6. VOTES. Any member of the Board may require the ayes and noes to be taken on any questions and recorded on the minutes.

SECTION 7. QUORUM. Except as herein otherwise specifically provided, a majority of the number of Directors constituting the Full Board, in the case of a meeting of the Board, and a majority of the number of Directors serving on a committee, in the case of a meeting of a committee, shall constitute a quorum for the transaction of business. The act of the majority of the Directors present at a meeting at which a

Exhibit 3.1

quorum is present shall be the act of the Board of Directors or committee, unless by express provision of law, of the Certificate of Incorporation, or of these Bylaws, a different vote is required, in which case such express provision shall govern and control. In the absence of a quorum, a majority of the Directors present at any meeting may, without notice other than announcement at the meeting, adjourn such meeting from time to time until a quorum is present. A Director who is present at a regular or special meeting of the Board of Directors or a committee at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent is entered in the minutes of the meeting or unless he or she files his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

SECTION 8. COMPENSATION OF DIRECTORS. Compensation of Directors shall be as determined by the Board upon recommendation of the Nominating and Governance Committee. Each Director shall be entitled to reimbursement from the Corporation for his or her reasonable expenses incurred with respect to duties as a member of the Board of Directors or any committee thereof. Subject to the requirements of applicable committee charters or legal or regulatory requirements, nothing contained herein shall be construed to preclude any Director from serving this Corporation in any other capacity and receiving compensation therefor.

SECTION 9. NOTICES. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need to be specified in the call or notice, or waiver of notice of such meeting, unless specifically required by law, the Certificate of Incorporation or these Bylaws. Notice of any regular (if required) or special meeting of the Board of Directors (or any committee thereof) may be given as provided in Article III, Section 4 or Article IV, Section 1 or verbally in person, verbally by telephone (including by leaving verbal notice on a message or recording device), or in writing. If in writing, notice shall be delivered personally, by mail, by facsimile transmission (directed to the facsimile transmission number for which the Director has consented to receive notice), by telegram, by electronic mail (directed to such electronic mail address to which the Director has consented to receive notice), or by other form of electronic transmission pursuant to which the Director has consented to receive notice. If notice is given verbally in person, verbally by telephone, or in writing by personal delivery, by facsimile transmission, by telegram, by electronic mail, or by other form of electronic transmission pursuant to which the Director has consented to receive notice, then such notice shall be given on not less than twenty−four hours’ notice to each Director. If written notice is delivered by mail, then it shall be given on not less than three (3) calendar days’ notice to each Director. Notice of any meeting of the Board of Directors, or any committee thereof, need not be given to any Director if waived by him or her in writing or by electronic transmission, whether before or after such meeting is held or if or she shall sign the minutes or attend the meeting, except that if such Director attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened, then such Director shall not be deemed to have waived notice of such meeting. If waiver of notice is given by electronic transmission, such electronic

Exhibit 3.1

transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the Director.

SECTION 10. ACTIONS BY BOARD OR COMMITTEE. Unless otherwise provided by the Certificate of Incorporation or these Bylaws: (i) any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or any committee thereof, as the case may be, consent thereto (a) in writing, or (b) by electronic transmission, and the writing or writings or transmissions are filed with the minutes of proceedings of the Board of Directors or such committee (with such filing to be in paper form if the minutes are maintained in paper form or in electronic form if the minutes are maintained in electronic form); provided; however, that such electronic transmission or transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission or transmission were authorized by the Director; and (ii) members of the Board of Directors, or any committee thereof, may participate in a meeting of the Board of Directors or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting.

Article IV

COMMITTEES

SECTION 1. EXECUTIVE COMMITTEE; ALL COMMITTEES. There may be an Executive Committee of two or more Directors, including the Chairman of the Board, designated by resolution of the Board of Directors. During the intervals between meetings of the Board, the members of such Committee, who shall be requested to do so, shall advise and aid the officers in all matters concerning its interests and the management of its business, and generally perform such duties and exercise such powers as may be directed or delegated by the Board of Directors from time−to−time, or as authorized by such Committee’s charter. The Board may delegate to such Committee authority to exercise all powers of the Board, except those powers specifically excluded from committees by Section 141(c)(2) of the Delaware General Corporation Law and except the power to authorize the issuance of stock of this Corporation while the Board is not in session. The Executive Committee, and all other committees designated by the Board of Directors, may meet at stated times or as indicated in resolutions approved by the Board of Directors or the applicable committee or in a notice transmitted to all committee members by any member, and each such committee shall keep regular minutes of its proceedings and report the same to the Board of Directors as provided in its charter or when otherwise required. Except to the extent provided in the Certificate of Incorporation of these Bylaws, any member of any committee may be removed from such committee with or without cause, at any time, by the Board of Directors at any meeting thereof. The Board of Directors may designate one or more Directors as alternate members of any committee to replace any absent or disqualified member. Vacancies in the membership of any such committee shall be filled by the Board of Directors. In the absence or disqualification of a member of any such committee, the member or members of the committee present at a meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint

Exhibit 3.1

another Director to act at the meeting in place of each such absent or disqualified member. Each such committee shall also determine the other procedural rules for meeting and conducting its business.

SECTION 2. AUDIT COMMITTEE. There shall be an Audit Committee of three or more Directors designated by resolution of the Board of Directors or provided in its charter, with each of such Directors to meet the requirements provided in the Audit Committee’s charter. The Committee and its members shall generally perform such duties and exercise such powers as may be directed or delegated by the Board of Directors from time−to−time, including those described in its charter.

SECTION 3. COMPENSATION AND TALENT MANAGEMENT COMMITTEE. There shall be a Compensation and Talent Management Committee of three or more Directors designated by resolution of the Board of Directors or provided in its charter, with each of such Directors to meet the requirements provided in the Compensation and Talent Management Committee’s charter. The Committee and its members shall generally perform such duties and exercise such power as may be directed or delegated by the Board of Directors from time−to−time, including those described in its charter.

SECTION 4. MANUFACTURING COMMITTEE. There may be a Manufacturing Committee of two or more Directors designated by resolution of the Board of Directors or provided in its charter. The Committee and its members shall generally perform such duties and exercise such powers as may be directed or delegated by the Board of Directors from time−to−time, including those described in its charter.

SECTION 5. NOMINATING AND GOVERNANCE COMMITTEE. There shall be a Nominating and Governance Committee of three or more Directors designated by resolution of the Board of Directors or provided in its charter, with each of such Directors to meet the requirements provided in the Nominating and Governance Committee’s charter. The Committee and its members shall generally perform such duties and exercise such powers as may be directed or delegated by the Board of Directors from time−to−time, including those described in its charter.

SECTION 6. SOCIAL RESPONSIBILITY AND PUBLIC POLICY COMMITTEE. There may be a Social Responsibility and Public Policy Committee of two or more Directors designated by resolution of the Board of Directors or provided in its charter. The Committee and its members shall generally perform such duties and exercise such powers as may be directed or delegated by the Board of Directors from time−to−time, including those described in its charter.

SECTION 7. OTHER COMMITTEES. The Board of Directors, by resolution, may dissolve existing committees and may designate additional committees, each of which shall consist of not less than one Director. Each such additional committee and its members shall generally perform such duties and exercise such powers as may be directed or delegated by the Board of Directors from time−to−time, including those described in its charter.

Article V

OFFICERS

Exhibit 3.1

SECTION 1. OFFICERS. The officers of this Corporation shall be elected by the Board of Directors and shall consist of the Chairman of the Board, the Chief Executive Officer, the President, one or more Vice Presidents, a Secretary, a Controller, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, and such other officers (including but not limited to one or more Vice Chairmen of this Corporation) as shall, from time to time, be provided by the Board of Directors and who shall perform the usual duties pertaining to their respective offices, except as otherwise specifically provided in these Bylaws or by resolution of the Board of Directors. Unless the Board of Directors shall otherwise determine, the Chairman of the Board shall be the Chief Executive Officer of this corporation. One person may hold more than one office except that no person shall be both the President and a Vice President.

SECTION 2. QUALIFICATIONS. No person shall be eligible to be Chairman of the Board who is not a Director. Persons who are not Directors or who are not shareowners shall be eligible for all other offices of this Corporation.

SECTION 3. TERM OF OFFICE, RESIGNATIONS AND SALARIES. The officers shall be elected at the regular meeting of the Board of Directors on the day of, or the day immediately preceding, the Annual Meeting and shall hold office for one year and until their respective successors have been duly elected and qualified; provided, however, that any and all officers of this Corporation may resign at any time and shall be subject to removal at any time by an affirmative vote of Directors constituting not less than a majority of the Full Board or by action of the Chairman of the Board or Chief Executive Officer. Any officer of the Corporation may resign at any time by giving notice in writing or by electronic transmission to the Board of Directors or to the Chairman of the Board or Chief Executive Officer; provided, however, that if such notice is given by electronic transmission, such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the officer. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The salaries of the Chief Executive Officer and senior officers of the Corporation shall be fixed by, or at the direction of, the Board of Directors or the Compensation Committee from time to time, and no officer shall be prevented from receiving such salary by reason of the fact that he or she also is a Director.

SECTION 4. BONDS. The Directors may, by resolution, require any or all of the officers or employees to give bond to this Corporation with good and sufficient surety conditioned upon the faithful performance of their respective duties and offices.

SECTION 5. CHAIRMAN OF THE BOARD AND VICE CHAIRMEN. The Chairman of the Board, if one is elected, shall, in addition to his duties as a Director of this Corporation, preside as Chairman at all meetings of the shareowners, of the Board of Directors, and of the Executive Committee. A Vice Chairman (if one or more is elected, in the order designated by the Board of Directors or the Chief Executive Officer) shall, in the absence of the Chairman of the Board, perform the duties of the Chairman of the Board provided for in this Section.

Exhibit 3.1

SECTION 6. CHIEF EXECUTIVE OFFICER; PRESIDENT. The Chairman of the Board, unless otherwise designated by the Board of Directors, shall also be the Chief Executive Officer of this Corporation and shall have general supervision of the affairs of this Corporation, being responsible to the Board of Directors. The President shall have general supervision of the operations of this Corporation subject to the supervision of the Chairman of the Board, except that, if the Chairman of the Board shall not also have been designated Chief Executive Officer, or in the absence or incapacity of the Chairman of the Board who has been so designated, the President shall be the Chief Executive Officer of this Corporation and have general supervision of the affairs of this Corporation, being responsible to the Board of Directors. The President shall, in the absence or incapacity of the Chairman and Vice Chairmen of the Board, perform the functions of the Chairman of the Board set forth in Section 5 of this Article V.

SECTION 7. VICE PRESIDENTS. One or more of the Vice Presidents elected may be designated as Executive Vice Presidents. One or more of the Vice Presidents elected may be designated as Senior Vice Presidents. Each of the Vice Presidents, including the Executive Vice Presidents and the Senior Vice Presidents, shall perform such duties as may be prescribed by the Board of Directors or the Chief Executive Officer from time−to−time. In the absence or disability of the Chairman, Vice Chairman and President, any of the Executive Vice Presidents designated by the Chief Executive Officer or the Board of Directors shall possess all the powers and may perform any of the duties of the President. In the absence or disability of the President and all of the Executive Vice Presidents, such of the Vice Presidents designated by the Chief Executive Officer or the Board of Directors, or in the absence or incapacity of those designated Vice Presidents, any other person(s) designated by the Chief Executive Officer shall possess all of the powers and may perform all of the duties of the President.

SECTION 8.SECRETARY. The Secretary, or in his or her absence or unavailability, any Assistant Secretary, shall issue notices for meetings, shall keep their minutes, shall have charge of the corporate seal and corporate Minute Books, and shall make such reports and perform such other duties as are incident to his or her office or as are properly required of him or her by the Chief Executive Officer or the Board of Directors.

SECTION 9. TREASURER. The Treasurer shall have custody of all monies and securities of this Corporation. He or she shall deposit or cause to be deposited monies or other valuable effects in the name and to the credit of the Corporation, shall sign or countersign such instruments as require his or her signature and shall perform all duties incident to his or her office or that are properly required of him or her by the Board of Directors or the Chief Executive Officer. He or she shall give bond for the faithful performance of his or her duties in such sum and with such sureties, to the extent and as may be required of him or her by the Board of Directors or the Chief Executive Officer. Any Assistant Treasurer shall perform such duties and shall have such responsibilities as may be assigned to him or her by the Board of Directors, the Chief Executive Officer or the Treasurer.

Exhibit 3.1

SECTION 10. CONTROLLER. The Controller shall have custody of all the accounting records of this Corporation and shall keep regular books of account. The Controller shall be responsible for maintaining the Corporation’s accounting records and statements and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation. The Controller also shall maintain adequate records of all assets, liabilities, and transactions of the Corporation and shall assure that adequate audits thereof are currently and regularly made. He or she shall sign or countersign such instruments as require his or her signature and shall perform all duties incident to this office or that are properly required of him or her by the Board of Directors, or the Chief Executive Officer.

SECTION 11. DELEGATION. In case of the absence of any officer of this Corporation or for any other reason which may seem sufficient to the Board of Directors, the Board of Directors or the Chief Executive Officer may delegate the powers and duties of any such officer to any Director, officer or employee for the time being. Any officer may also delegate his powers and duties to any other officer or employee, to the extent indicated in the document or transmission describing the delegation.

Article VI

EXECUTION OF CHECKS AND OTHER INSTRUMENTS

SECTION 1. The funds of this Corporation shall be deposited in such bank or banks of deposit as shall be designated or authorized by the Board of Directors or the Chief Financial Officer or Treasurer and in the name of Kellanova or such other name as the Board of Directors may designate. All checks, drafts or orders drawn against funds on deposit in any such bank shall be signed by such person or persons as may be authorized by the Board of Directors by a proper resolution or the Chief Financial Officer or Treasurer.

SECTION 2. All other instruments or contracts in writing involving the payment of money or of credit or liability of this Corporation, such as deeds, bonds, contracts, etc., shall be signed in the name of this Corporation by the Chairman of the Board, a Vice Chairman, the Chief Executive Officer, a Vice President (including appointed Vice Presidents) or by such other person or persons as may be authorized by the Board of Directors or Chief Executive Officer and may be attested, and the corporate seal affixed thereto by either the Secretary or an Assistant Secretary. In the absence of the Secretary and Assistant Secretary, or their inability to act, the Treasurer or Assistant Treasurer may affix the seal.

SECTION 3. The Board of Directors, the Executive Committee or the Chief Executive Officer may authorize the execution of other instruments or contracts by such other officers, agents and employees as may be selected by them from time−to−time and with such limitations and restrictions as the authorization may require.

Article VII

CERTIFICATES OF STOCK

SECTION 1. CERTIFICATES OF STOCK. Certificates representing shares of stock of the Corporation shall be in such form as is determined by the Board of Directors

Exhibit 3.1

or shall be uncertificated, to the extent provided by resolutions of the Board of Directors. Notwithstanding the adoption of any such resolutions by the Board of Directors providing for uncertificated shares, to the extent required by law, every holder of stock of the Corporation represented by certificates, and upon request, every holder of uncertificated shares, shall be entitled to a certificate representing such shares. Certificates for shares of stock shall be signed by the Chairman of the Board, the President or a Vice President, and by the Secretary or an Assistant Secretary of this Corporation, both of whose signatures may be a facsimile, and shall be numbered and entered in appropriate records of this Corporation (which may be held by a Transfer Agent and Registrar described below) as they are issued. Each certificate shall exhibit the holder’s name and the number of shares evidenced thereby. They shall, in all respects, conform to the requirements of the law of the State of Delaware, and shall be otherwise in such form as may be prescribed by the Board of Directors.

SECTION 2. LOST, STOLEN OR DESTROYED CERTIFICATES. If any person claims a certificate is lost, stolen or destroyed, a new certificate may be issued of the same tenor and for the same number of shares as the one alleged to be lost, stolen or destroyed, upon compliance with any terms and conditions (such as a bond of indemnity) which this Corporation may prescribe.

Article VIII

TRANSFER OF SHARES

SECTION 1. TRANSFER OF SHARES. Shares of stock of this Corporation shall be transferred on the records of the Corporation (which may be held by a Transfer Agent and Registrar described below) by the owner thereof or his or her representative through the surrender and cancellation of a certificate or certificates for such share. Upon presentation and surrender of a certificate properly endorsed and payment of all taxes thereon, the transferee shall be entitled to a new certificate in place thereof if less than all shares represented by such surrendered certificate(s) were transferred.

SECTION 2. REGISTRATION. One or more Transfer Agents and Registrars of the Corporation’s stock may be appointed by resolution of the Board of Directors for the transfer and registration of any class or classes of stock of this Corporation, and upon such appointment, no certificate for any such class of stock shall be issued or be valid for any purpose until countersigned by one such Transfer Agent and registered and countersigned by one such Registrar; provided, however, that the countersignature of such Transfer Agent may be a facsimile if such certificate is countersigned manually by a Registrar who shall be other than this Corporation or its employee.

Article IX

CORPORATE SEAL

SECTION 1. CORPORATE SEAL. The corporate seal shall have inscribed thereon in the center the words “Corporate Seal” and the number “1922”, and in a circle around the margin the words

“Kellanova”

“Delaware”.

Exhibit 3.1

Article X

DIVIDENDS

SECTION 1. DIVIDENDS. Dividends upon the stock of this Corporation shall be payable from funds lawfully available therefor at such times and in such amounts as the Board of Directors, or a committee thereof expressly authorized by resolution of the Board of Directors, may from time−to−time, direct.

Article XI

FISCAL YEAR

SECTION 1. FISCAL YEAR. Unless otherwise provided by the Board of Directors, the fiscal year of this Corporation shall begin on the day after the Saturday closest to December 31 and end on the Saturday closest to December 31 of each year.

Article XII

INSPECTION OF BOOKS

SECTION 1. INSPECTION OF BOOKS. Except to the extent otherwise required by law, the Certificate of Incorporation or these Bylaws, the Board of Directors shall determine, from time−to−time whether, and if allowed, when, and under what conditions and regulations, the stock ledger, books, records and accounts of this Corporation, or any of them, shall be open to the inspection of the shareowners, and the shareowners’ rights, if any, thereof.

Article XIII

MISCELLANEOUS

SECTION 1. DESIGNATION OF ORDER. The Chief Executive Officer or the Board of Directors may designate any order of assignment of responsibility to apply within any specified group of officers where, as provided in these Bylaws, any such designation is to be made as to one or more of such officers. In the event that no such designation is made, the order of assignment within any specified group of officers will be according to the length of service of each particular officer in the specified office, with the officer serving the longest term within that particular office to be assigned first, and in his or her absence or incapacity, the officer serving the next longest term in that particular office to be assigned second, and so on.

SECTION 2. VOTING SECURITIES OWNED BY THE CORPORATION. Notwithstanding anything to the contrary contained herein, powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice President or Secretary or Assistant Secretary and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation or other entity in which the Corporation may own securities and at any such meeting shall possess and may exercise any and

Exhibit 3.1

all rights and powers incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

SECTION 3. RELIANCE UPON BOOKS, REPORTS AND RECORDS. Each director, each member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such director or committee member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

SECTION 4. TIME PERIODS. In applying any provision of these Bylaws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

Article XIV

AMENDMENT

SECTION 1. AMENDMENT. Except to the extent otherwise provided in the Certificate of Incorporation, these Bylaws shall be subject to alteration, amendment or repeal, and new bylaws may be adopted (i) by the affirmative vote of the holders of not less than a majority of the voting power of all shares of the Voting Stock (as such term is defined in Article NINTH of the Certificate of Incorporation), voting together as a single class, at any regular or special meeting of the shareowners (but only if notice of the proposed change be contained in the notice to the shareowners of the proposed action), or (ii) by the affirmative vote of not less than a majority of the members of the Board of Directors at any meeting of the Board of Directors at which there is a quorum present and voting; provided that any alteration, amendment or repeal made with respect to, or the adoption of, a new bylaw inconsistent with Article II, Section 2, or Article III, Section 1, Section 2, Section 5, or Section 7, or this Article XIV, Section 1 of these Bylaws, shall require, in the case of clause (i), the affirmative vote of the holders of not less than two−thirds of the voting power of all shares of the Voting Stock, or, in the case of clause (ii), the affirmative vote of Directors constituting not less than two−thirds of the Full Board.

Article XV

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS; INSURANCE

SECTION 1. RIGHT TO INDEMNIFICATION. Each person who was or is made a party, or is threatened to be made a party to, or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a

Exhibit 3.1

“Proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative (a) is or was a Director or officer of the Corporation or (b) is or was serving at the request of the Corporation as a director, officer, trustee, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by the Corporation (hereinafter, an “indemnitee”), whether the basis of such Proceeding is an alleged action or omission in an official capacity as a Director, officer, trustee, employee or agent or in any other capacity while serving as a Director, officer, trustee, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes, or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith, and such indemnification shall continue as to an indemnitee who has ceased to be a Director, officer, trustee, employee or agent, and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that except as provided in Section 2 of this Article with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a Proceeding (or part thereof) initiated by such indemnitee only if such Proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such Proceeding in advance of its final disposition (hereinafter an “Advancement of Expenses”); provided, however, that if the Delaware General Corporation Law requires, an Advancement of Expenses incurred by an indemnitee in his or her capacity as a Director or officer (and not in any other capacity in which service was or is rendered by such person while a Director or officer, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision, from which there is no further right to appeal, that such indemnitee is not entitled to be indemnified for such expenses under this Section or otherwise (hereinafter an “Undertaking”).

SECTION 2. RIGHT OF INDEMNITEE TO BRING SUIT. If a claim under Section 1 of this Article is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty days, the indemnitee may, at any time thereafter, bring suit against the Corporation to recover the unpaid amount of the claim. If successful, in whole or in part, in any suit, or in a suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i), any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an Advancement of Expenses), it shall be a defense that, and (ii) any suit by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard of conduct set forth in the Delaware General Corporation Law. Neither the failure of the Corporation

Exhibit 3.1

(including its Board of Directors, independent legal counsel or its shareowners) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its shareowners) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct, or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right hereunder, or by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the indemnitee is not entitled to be indemnified or to such Advancement of Expenses under this Section or otherwise, shall be on the Corporation.

SECTION 3. NON−EXCLUSIVITY OF RIGHTS; RELIANCE. The rights to indemnification and to the Advancement of Expenses conferred in this Article (a) shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, these Bylaws, the Certificate of Incorporation, vote of shareowners or disinterested Directors, or otherwise and (b) cannot be terminated by the Corporation, the Board of Directors or the shareowners of the Corporation with respect to a person’s service prior to the date of such termination. The rights of an indemnitee to indemnification, advancement of expenses or otherwise under this Article shall vest at the time such person is elected or appointed a Director, officer, trustee, employee or agent, and no amendment, modification, alteration or repeal of this Article shall affect the rights of any indemnitee or his or her successors whose rights previously vested prior to the time of any such amendment modification, alternation or repeal without such person’s written consent.

SECTION 4. INSURANCE. The Corporation may maintain insurance, at its expense, to protect itself and any Director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

SECTION 5. OTHER INDEMNIFICATION. The Corporation may, to the extent authorized from time−to−time by the Board of Directors, grant rights to indemnification and to the Advancement of Expenses to any Director, officer, employee or agent of the Corporation, whether or not acting in his or her capacity as such, or at the request of the Corporation, to the fullest extent of the provisions of this Article with respect to the indemnification and Advancement of Expenses of Directors and officers of the Corporation.

Exhibit 4.10

Description of Registrant’s Equity Securities Registered Pursuant to Section 12 of the Securities and Exchange Act of 1934.

As of February 20, 2024, Kellanova (“Kellanova,” “we,” “our,” and “us”) had one class of equity securities, our Common Stock, par value $0.25 per share (“Common Stock”), registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The following summary of terms of our Common Stock is based upon our restated certificate of incorporation (the “Certificate”) and bylaws (the “Bylaws”) currently in effect under Delaware law. This summary is not complete and is subject to, and qualified in its entirety by reference to, the Certificate and Bylaws, which are filed as Exhibits 3.1 and 3.2 to our Annual Report on Form 10-K of which this Exhibit 4.10 is a part. We encourage you to read these documents and the applicable portion of the Delaware General Corporation Law, as amended, carefully.

Description of Common Stock.

General

Kellanova is authorized to issue 1,000,000,000 shares of Common Stock.

Voting Rights

Each shareowner shall be entitled to one (1) vote for each share of Common Stock held on all matters to be voted upon. Each shareowner entitled to vote shall be entitled to vote in person or by proxy (and may authorize another person to act as such proxy in such ways, such as electronic transmission, as are permitted under the DGCL), but no proxy shall be voted or acted on after three years from its date unless said proxy provides for a longer period. Our Bylaws contain a majority voting standard for the election of directors in an uncontested election (that is, an election where the number of nominees is equal to the number of seats open). In an uncontested election, each nominee must be elected by the vote of a majority of the votes cast. A “majority of the votes cast” means the number of votes cast “for” a director’s election must exceed the number of votes cast “against” (excluding abstentions).

Dividends

Dividends may be paid upon the Common Stock as and when declared by the Board of Directors, or a committee thereof expressly authorized by resolution of the Board of Directors, out of funds legally available for the payment of dividends.

Other Rights

Upon dissolution, liquidation or winding up of the Company, whether voluntary or involuntary, the net assets of the Company shall be distributed ratably to the holders of the Common Stock.

No shareowner shall have any preemptive right to subscribe for, purchase, or otherwise acquire shares of (a) the Company’s stock or (b) bonds, notes, or other securities, whether or not convertible, into the Company’s stock. The Board of Directors may, from time-to-time, and at any time, cause shares of stock of the Company of any class to be issued, sold or otherwise disposed of at such price or prices and upon such terms as the Board of Directors may determine.

All the outstanding shares of Common Stock are validly issued, fully paid and nonassessable.

Anti-Takeover Effects of Our Certificate and Bylaws and Delaware Law

Some provisions of Delaware law and our Certificate and Bylaws could make the following more difficult:

•acquisition of us by means of a tender offer or merger;

•acquisition of us by means of a proxy contest or otherwise; or

•removal of our incumbent officers and directors.

These provisions, summarized below, may discourage coercive takeover practices and inadequate takeover bids.

Classified Board and Removal of Directors

Our Bylaws provide that our directors be divided into three classes, as nearly equal in number as possible, with a term of office of three years, one class to expire each year. At each annual meeting, the class of directors whose terms of office shall expire at such time shall be elected as provided in the Bylaws to hold office for terms expiring at the third annual meeting following their election and until a successor shall be elected and shall qualify.

Subject to the rights of the holders of any particular class or series of equity securities, any director may be removed only for cause and only by the affirmative vote of the holders of not less than two-thirds of the voting power of all shares of voting stock, voting together as a single class, at any regular or special meeting of the shareowners, subject to any requirement for a larger vote contained in the DGCL.

Size of Board of Directors and Vacancies

Our Bylaws provide that the number of directors shall be not less than seven nor more than fifteen, the exact number of directors to be fixed from time-to-time by a resolution adopted by not less than two−thirds of the Board of Directors. Subject to the rights of the holders of any particular class or series of equity securities, (i) newly created directorships resulting from any increase in the total number of authorized directors may be filled by the affirmative vote of not less than two-thirds of the directors then in office, although less than a quorum, or by a sole remaining director, at any regular of special meeting of the Board of Directors, or by a plurality vote of the shareowners at any meeting of shareowners, and (ii) any vacancies on the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled only by the affirmative vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director, at any regular or special meeting of the Board of Directors. Any director elected to fill a vacancy described in clause (ii) shall be of the same class as his or her predecessor.

No Shareowner Action by Written Consent

Our Certificate provides that any shareowner action may be effected only at a duly called annual or special meeting of shareowners and may not be effected by a written consent or consents by shareowners in lieu of such a meeting.

Amendment of Our Bylaws

Except to the extent otherwise provided in our Certificate, our Bylaws may any by amended by (i) by the affirmative vote of the holders of not less than a majority of the voting power of all shares of the voting stock, voting together as a single class, at any regular or special meeting of the shareowners (but only if notice of the proposed change be contained in the notice to the shareowners of the proposed action) or (ii) by the affirmative vote of not less than a majority of the members of the Board of Directors at any meeting of the Board of Directors at which there is a quorum present and voting; provided that any amendment inconsistent with Article II, Section 2, or Article III, Section 1, Section 2, Section 5, or Section 7, or Article XIV, Section 1 of the Bylaws, shall require, in the case of clause (i), the affirmative vote of the holders of not less than two-thirds of the voting power of all shares of the voting stock, or, in the case of clause (ii), the affirmative vote of directors constituting not less than two−thirds of the Board of Directors.

Amendment of Our Restated Certificate of Incorporation

This Certificate shall be subject to alteration, amendment or repeal, and new provisions thereof may be adopted by the affirmative vote of the holders of not less than a majority of the outstanding shares of voting stock, voting together as a single class, at any regular or special meeting of the shareowners (but only if notice of the proposed change be contained in the notice to the shareowners of the proposed meeting). Notwithstanding the foregoing and in addition to any other requirements of applicable law, the alteration, amendment or repeal of, or the adoption of any provision inconsistent with, the Article Nine, Ten, Eleven or Twelve of the Certificate shall require the affirmative vote of the holders of not less than two-thirds of the voting power of all shares of the voting stock, voting together as a single class, at any regular or special meeting of the shareowners.

Shareowner Meetings

Our Certificate and Bylaws provide that except as otherwise required by law, if any, a special meeting of our shareowners may be called only (i) by such number of Directors constituting not less than two-thirds of the Full Board (ii) by the Chairman of our Board of Directors, (iii) by the Chairman of the Board of Directors at the written request of one or more shareowners that collectively own at least 15% of the outstanding shares of capital stock of the Company entitled to vote on the matter for which such meeting is to be called or (iv) pursuant to clauses (ii) and (iii), above, in the event of the Chairman’s absence or incapacity, by a Vice Chairman, or in the Chairman and Vice Chairman’s absence or incapacity, by the Chairman of the Nominating and Governance Committee.

No business other than that stated in the notice of a special meeting of shareowners shall be transacted at such special meeting.

Requirements for Advance Notification of Shareowner Nominations and Proposals

Our Bylaws establish an advance notice procedure for shareowner proposals to be brought before an annual meeting of our shareowners, including proposed nominations of persons for election to our Board of Directors. Shareowners at an annual meeting will only be able to consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of our Board of Directors or by a shareowner who was a shareowner of record on the record date for the meeting, who is entitled to vote at the meeting and who has given our Secretary timely written notice, in proper form, of the shareowner's intention to bring that business before the meeting. Although the Bylaws do not give our Board of Directors the power to approve or disapprove shareowner nominations of candidates or proposals regarding other business to be conducted at a special or annual meeting, the Bylaws may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of the Company.

Only such persons who are nominated in accordance with the procedures set forth in our Bylaws shall be eligible to serve as directors and only such business shall be conducted at a meeting of shareowners as shall have been brought before the meeting in accordance with the procedures set forth in our Bylaws. Except as otherwise required by our governing documents, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed in accordance with the procedures set forth in our Bylaws and, if any proposed nomination or business is not in compliance with our Bylaws, to declare that such defective proposal or nomination shall be disregarded.

Delaware Anti-Takeover Law

Our Certificate subjects us to Section 203 of the DGCL.

In general, Section 203 of the DGCL prohibits a publicly-held Delaware corporation from engaging in a business combination with an interested shareowner for a period of three years following the date the person became an interested shareowner, unless the business combination or the transaction in which the person became an interested shareowner is approved in a prescribed manner. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested shareowner. Generally, an “interested shareowner” is a person that together with affiliates and associates, owns or within three years prior to the determination of interested shareowner status, did own, 15% or more of a corporation’s voting

stock. This may have an anti-takeover effect with respect to transactions not approved in advance by our Board of Directors, including discouraging attempts that might result in a premium over the market price for the shares of our Common Stock.

No Cumulative Voting

Our Certificate and Bylaws do not provide for cumulative voting in the election of our Board of Directors.

Exhibit 4.11

Description of Registrant’s Debt Securities Registered
Pursuant to Section 12 of the Securities and Exchange Act of 1934.

As of December 30, 2023, Kellanova (the “Company,” “we,” “our,” and “us”) had three series of debt securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The following description of our debt securities is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our indenture, dated May 21, 2009, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “indenture”) and Officers’ Certificates incorporated by reference herein and as exhibits to our Annual Report on Form 10-K for the Year Ended December 30, 2023.

Description of Senior Notes

The following summarizes certain principal terms of our three series of notes (collectively, the “notes”) registered under Section 12 of the Exchange Act and their related documents comprising their respective terms as filed with the Securities and Exchange Commission.

The notes are our senior unsecured obligations and rank equally in right of payment with all of our other senior unsecured indebtedness from time to time outstanding. The notes are effectively subordinated to all liabilities of our subsidiaries, including trade payables, and effectively subordinated to all secured obligations, to the extent of the assets that serve as security for those obligations.

1.250% Senior Notes due 2025

On March 9, 2015 we issued €600,000,000 aggregate principal amount of 1.250% senior notes due 2025 (the “2025 notes”), bearing an interest rate of 1.250% per annum and maturing on March 10, 2025, at 100% of their principal amount. The 2024 notes are listed on the New York Stock Exchange under the symbol “K 25.”

Related Documents Incorporated by Reference
Officers’ Certificate of Kellogg Company (with form of 1.250% Senior Notes due 2025)

1.000% Senior Notes due 2024

On May 19, 2016, we issued €600,000,000 aggregate principal amount of 1.000% senior notes due 2024 (the “2024 notes”), bearing an interest rate of 1.000% per annum and maturing on May 17, 2024, at 100% of their principal amount. The 2024 notes are listed on the New York Stock Exchange under the symbol “K 24.”

Related Documents Incorporated by Reference
Officers’ Certificate of Kellogg Company (with form of 1.000% Senior Notes due 2024)

0.500% Senior Notes due 2029

On May 20, 2021, we issued €300,000,000 aggregate principal amount of 0.500% Senior Notes due 2029 (“2029 notes”) bearing an interest rate of 0.500% per annum and maturing on May 20, 2029, at 100% of their principal amount. The 2029 notes are listed on the New York Stock Exchange under the symbol “K 29.”

Related Documents Incorporated by Reference

Officers’ Certificate of Kellogg Company (with form of 0.500% Senior Notes due 2029)

Optional Redemption

Each series of notes may be redeemed at our option, at any time in whole or from time to time in part, at a redemption price equal to the greater of the following amounts (i) 100% of the principal amount of the notes being redeemed and (b) the sum of the present values of the remaining scheduled payments of principal and interest on

the notes being redeemed (not including any portion of any payments of interest accrued to the redemption date) discounted to the redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate (as defined in the applicable Officers’ Certificate), plus (a) 15 basis points for the 2022 notes and the 2025 notes, (b) 18 basis points for the 2021 notes and (c) 20 basis points for the 2024 notes, in each case plus accrued and unpaid interest thereon notes to the redemption date.

Payment of Additional Amounts

We will, subject to the exceptions and limitations set forth below, pay as additional interest on the applicable series of notes such additional amounts as are necessary in order that the net payment by us or a paying agent of the principal of, and premium, if any, and interest on the applicable series of notes to a holder who is not a U.S. person (as defined below), after withholding or deduction for any future tax, assessment or other governmental charge imposed by the United States or a taxing authority in the United States, will not be less than the amount provided in the applicable series of notes to be then due and payable; provided, however, that the foregoing obligation to pay additional amounts shall not apply:

(1)to any tax, assessment or other governmental charge that would not have been imposed but for the holder (or the beneficial owner for whose benefit such holder holds such note), or a fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as:

(a) being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;

(b) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the notes or the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States;

(c) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation for U.S. federal income tax purposes or a corporation that has accumulated earnings to avoid U.S. federal income tax;

(d) being or having been a “10-percent shareholder” of the Company as defined in section 871(h)(3) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision; or

(e) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;

(2)to any holder that is not the sole beneficial owner of the notes, or a portion of the notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficial owner with respect to the holder, a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;

(3)to any tax, assessment or other governmental charge that would not have been imposed but for the failure of the holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the holder or beneficial owner of the notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United

States is a party as a precondition to exemption from such tax, assessment or other governmental charge;

(4)to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by us or a paying agent from the payment;

(5)to any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;

(6)to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge;

(7)to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on any note, if such payment can be made without such withholding by at least one other paying agent;

(8)to any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the holder of any note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;

(9)to any tax, assessment or other governmental charge that would not have been imposed or withheld but for the beneficial owner being a bank (i) purchasing the notes in the ordinary course of its lending business or (ii) that is neither (A) buying the notes for investment purposes only nor (B) buying the notes for resale to a third-party that either is not a bank or holding the notes for investment purposes only;

(10)to any tax, assessment or other governmental charge imposed under Sections 1471 through 1474 of the Code (or any amended or successor provisions), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, any intergovernmental agreement entered into in connection with the implementation of the foregoing and any fiscal or regulatory legislation, rules or practices adopted pursuant to any such intergovernmental agreement; or

(11)in the case of any combination of items (1), (2), (3), (4), (5), (6), (7), (8), (9) and (10).

As used under this heading “—Payment of Additional Amounts” and under the heading “—Redemption for Tax Reasons”, the term “United States” means the United States of America, the states of the United States, and the District of Columbia, and the term “U.S. person” means any individual who is a citizen or resident of the United States for U.S. federal income tax purposes, a corporation, partnership or other entity created or organized in or under the laws of the United States, any state of the United States or the District of Columbia, or any estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

Redemption for Tax Reasons

If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States (or any taxing authority in the United States), or any change in, or amendment to, an official position or judicial precedent regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after the respective issuance dates for the notes, we become or, based upon a written opinion of independent counsel selected by us, will become obligated to pay additional amounts as described under the heading “—Payment of Additional Amounts” with respect to the applicable series of notes, then we may at any time at our option redeem, in whole, but not in part, the notes on not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of their principal amount plus accrued and unpaid interest to the redemption date.

Repurchase at Option of Holders Upon Change of Control Repurchase Event

If a Change of Control Repurchase Event (as defined below) occurs, unless we have exercised our right to redeem the notes in whole as described above by giving notice of such redemption to the registered holders of the notes, we will make an offer to each holder of notes to repurchase all or any part (equal to €100,000 and integral multiples of €1,000 in excess thereof) of that holder’s notes at a repurchase price in cash equal to 101% of the aggregate principal amount of notes repurchased plus any accrued and unpaid interest on the notes repurchased to the date of repurchase. Within 30 days following any Change of Control Repurchase Event or, at our option, prior to any Change of Control (as defined below), but after the public announcement of an impending Change of Control, we will mail or provide a notice to each holder, with a copy to the trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed or made. The notice shall, if mailed or made prior to the date of consummation of the Change of Control, state that the offer to repurchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.

We will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the notes, we will comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control Repurchase Event provisions of the notes by virtue of such conflict.

On the Change of Control Repurchase Event payment date, we will, to the extent lawful:

• accept for payment all notes or portions of notes properly tendered pursuant to our offer;

•deposit with the paying agent an amount equal to the aggregate purchase price in respect of all notes or portions of notes properly tendered; and

•deliver or cause to be delivered to the trustee the notes properly accepted, together with an officers’ certificate stating the aggregate principal amount of notes being purchased by us.

Definitions

“Below Investment Grade Rating Event” occurs if both the rating on the notes of the applicable series is lowered by each of the Rating Agencies and such notes are rated below Investment Grade by each of the Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of such notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder) if any of the Rating Agencies making the reduction in rating to which this definition would otherwise apply does not announce or publicly confirm or inform the trustee in writing that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).

“Change of Control” means the occurrence of any of the following:

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of our properties or assets and those of our subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than us or one of our subsidiaries;

(2) the adoption of a plan relating to our liquidation or dissolution;

(3) the first day on which a majority of the members of our Board of Directors are not Continuing Directors; or

(4) the consummation of any transaction or series of related transactions (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than us or one of our wholly-owned subsidiaries, becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding shares of our Voting Stock, measured by voting power rather than number of shares.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of our properties or assets and those of our subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require us to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of our properties and assets of those of our subsidiaries taken as a whole to another person or group may be uncertain.

“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

“Continuing Directors” means, as of any date of determination, any member of our Board of Directors who (1) was a member of such Board of Directors on the date of the issuance of the notes; or (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election (either by a specific vote or by approval of our proxy statement in which such member was named as a nominee for election as a director).

“Fitch” means Fitch Ratings.

“Investment Grade” means a rating of BBB- or better by Fitch (or its equivalent under any successor rating categories of Fitch), Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s) and a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P) or the equivalent investment grade credit rating from any additional Rating Agency or Rating Agencies selected by us.

“Moody’s” means Moody’s Investors Service Inc.

“Rating Agency” means (1) each of Fitch, Moody’s and S&P; and (2) if any of Fitch, Moody’s or S&P ceases to rate the notes or fails to make a rating of the notes publicly available for reasons outside of our control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act, selected by us as a replacement agency for Fitch, Moody’s or S&P, as the case may be.

“S&P” means S&P Global Ratings, a division of S&P Global, Inc.

“Voting Stock” means, with respect to any person, capital stock of any class or kind the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such person, even if the right so to vote has been suspended by the happening of such a contingency.

Certain Indenture Provisions

Each series of outstanding notes was issued under, and is subject to, the indenture. The following summarizes certain principal terms of the indenture.

The indenture does not limit the amount of notes, debentures or other evidences of indebtedness that we may issue under the indenture and provides that notes, debentures or other evidences of indebtedness may be issued from time to time in one or more series.

Covenants

The indenture contains, among others, the covenants described below, which, unless otherwise described in an applicable prospectus supplement, will apply to all debt securities. The indenture permits us to delete or modify the following covenants with respect to any series of debt securities we issue, and also add to the following covenants with respect to any such series. Except as described in this prospectus, there are no covenants or other provisions which would offer protection to security holders in the event of a highly leveraged transaction, rating downgrade or similar occurrence.

Limitations on Liens

Under the indenture, if we or any of our Restricted Subsidiaries (as defined below) incur debt that is secured by a Principal Property (as defined below) or stock or debt of a Restricted Subsidiary, we must secure the debt securities that we issue under the indenture at least equally and ratably with the secured debt.

The foregoing restriction shall not apply to:

•mortgages on property, shares of stock or indebtedness (referred to in this prospectus as “property”) of any corporation existing at the time the corporation becomes a Restricted Subsidiary;

•mortgages existing at the time of an acquisition;

•purchase money and construction mortgages which are entered into or for which commitments are received within a certain time period;

•mortgages in our favor or in favor of a Restricted Subsidiary;

•mortgages on property owned or leased by us or a Restricted Subsidiary in favor of a governmental entity or in favor of the holders of debt securities issued by any such entity, pursuant to any contract or statute (including mortgages to secure debt of the pollution control or industrial revenue bond type) or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to the mortgages;

•mortgages existing at the date of the indenture;

•certain landlords’ liens;

•mortgages to secure partial, progress, advance or other payments or any debt incurred for the purpose of financing all or part of the purchase price or cost of construction, development or substantial repair, alteration or improvement of the property subject to such mortgage if the commitment for such financing is obtained within one year after completion of or the placing into operation of such constructed, developed, repaired, altered or improved property;

•mortgages arising in connection with contracts with or made at the request of governmental entities;

•mechanics’ and similar liens arising in the ordinary course of business in respect of obligations not due or being contested in good faith;

•mortgages arising from deposits with or the giving of any form of security to any governmental authority required as a condition to the transaction of business or exercise of any privilege, franchise or license;

•mortgages for taxes, assessments or governmental charges or levies which, if delinquent, are being contested in good faith;

•mortgages (including judgment liens) arising from legal proceedings being contested in good faith; or

•any extension, renewal or replacement of these categories of mortgages.

However, if the total amount of our secured debt and the present value of any remaining rent payments for certain sale and leaseback transactions involving a Principal Property would not exceed 10% of our total assets, this requirement does not apply.

Sale and Leaseback

The indenture provides that we will not enter, nor will we permit any Restricted Subsidiary to enter, into a sale and leaseback transaction of any Principal Property (except for temporary leases for a term of not more than three years and except for leases between us and a Restricted Subsidiary or between Restricted Subsidiaries) unless: (a) we or such Restricted Subsidiary would be entitled to issue, assume or guarantee debt secured by the property involved at least equal in amount to the Attributable Debt (as defined below) in respect of such transaction without equally and ratably securing the debt securities issued pursuant to the indenture (provided that such Attributable Debt shall thereupon be deemed to be debt subject to the provisions of the preceding paragraph), or (b) an amount in cash equal to such Attributable Debt is applied to the non-mandatory retirement of our long-term non-subordinated debt or long-term debt of a Restricted Subsidiary. Attributable Debt is defined as the present value (discounted at an appropriate rate) of the obligation of a lessee for rental payments during the remaining term of any lease.

Merger, Consolidation or Sale of Assets

Under the indenture, if, as a result of any consolidation or merger of Kellanova or any Restricted Subsidiary with or into any other corporation, or upon any sale, conveyance or lease of substantially all the properties of Kellanova or any Restricted Subsidiary, any Principal Property or any shares of stock or indebtedness of any Restricted Subsidiary becomes subject to a mortgage, pledge, security interest or other lien or encumbrance, we will effectively provide that the debt securities issued pursuant to the indenture shall be secured equally and ratably by a direct lien on such Principal Property, shares of stock or indebtedness. The lien should be prior to all liens other than any liens already existing on the Principal Property, so long as the Principal Property, shares of stock or indebtedness are subject to the mortgage, security interest, pledge, lien or encumbrance.

Defined Terms

The following are certain key definitions used in the indenture.

The term “Subsidiary” is defined to mean any corporation which is consolidated in our accounts and any corporation of which at least a majority of the outstanding stock having voting power under ordinary circumstances to elect a majority of the board of directors of that corporation is at the time owned or controlled solely by us or in conjunction with or by one or more Subsidiaries.

The term “Restricted Subsidiary” is defined to mean any Subsidiary:

•substantially all of the property of which is located within the continental United States,

•which owns a Principal Property, and

•in which our investment exceeds 1% of our consolidated assets as shown on our latest quarterly financial statements.

However, the term “Restricted Subsidiary” does not include any Subsidiary which is principally engaged in certain types of leasing and financing activities.

The term “Principal Property” is defined to mean any manufacturing plant or facility which is located within the continental United States and is owned by us or any Restricted Subsidiary. Our board of directors (or any duly authorized committee of the board of directors) by resolution may create an exception by declaring that any such plant or facility, together with all other plants and facilities previously so declared, is not of material importance to the total business conducted by us and our Restricted Subsidiaries as an entirety.

The term “Outstanding,” when used with respect to debt securities, means, as of the date of determination, all debt securities authenticated and delivered by the trustee under the indenture, except:

•debt securities cancelled by the trustee or delivered to the trustee for cancellation;

•debt securities, or portions thereof, for whose payment or redemption money in the necessary amount and in the specified currency has been deposited with the indenture trustee or any paying agent (other than Kellanova) in trust or set aside and segregated in trust by Kellanova (if Kellanova shall act as its own paying agent) for the holders of such debt securities and, if such debt securities are to be redeemed, notice of such redemption has been given according to the indenture or provisions satisfactory to the trustee have been made; and

•debt securities which have been paid pursuant to the indenture or in exchange for or in lieu of which other debt securities have been authenticated and delivered pursuant to the indenture, other than any debt securities in respect of which there shall have been presented to the trustee proof satisfactory to it that such debt securities are held by a bona fide purchaser in whose hands such debt securities are valid obligations of Kellanova.

The indenture provides that in determining whether the holders of the requisite aggregate principal amount of the outstanding debt securities have concurred in any direction, consent or waiver under the indenture, debt securities which are owned by us or any other obligor upon the debt securities or any affiliate of Kellanova or such other obligor shall be disregarded and deemed not to be outstanding, except that, in determining whether the trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only debt securities which a responsible officer of the trustee knows to be so owned shall be so disregarded.

Events of Default

An Event of Default with respect to any series of debt securities is defined as:

•a default for 30 days in payment of interest on any security of that series;

• a default in payment of principal (or premium, if any) on any security of that series as and when the same becomes due either upon maturity, by declaration or otherwise;

•a default by us in the performance of any of the other covenants or agreements in the indenture relating to the debt securities of that series which shall not have been remedied within a period of 90 days after notice by the trustee or holders of at least 25% in aggregate principal amount of the debt securities of that series then outstanding; and

•certain events of bankruptcy, insolvency or reorganization of Kellanova. The indenture provides that the trustee shall, with certain exceptions, notify the holders of the debt securities of Events of Default known to it and affecting that series within 90 days after the occurrence of the Event of Default.

The indenture provides that if an Event of Default with respect to any series of debt securities shall have occurred and is continuing, either the trustee or the holders of at least 25% in aggregate principal amount of the debt securities of the relevant series then outstanding may declare the principal amount of all of the debt securities of that series to be due and payable immediately. However, upon certain conditions such declaration may be annulled and past uncured defaults may be waived by the holders of a majority in principal amount of the debt securities of that series then outstanding.

Subject to the provisions of the indenture relating to the duties of the trustee in case an Event of Default shall occur and be continuing, the indenture trustee shall be under no obligation to exercise any of the rights or powers in the indenture at the request or direction of any of the holders of the debt securities, unless the holders shall have offered to the trustee reasonable security or indemnity. Subject to the provisions for security or indemnification and certain limitations contained in the indenture, the holders of a majority in principal amount of the outstanding debt securities of any series affected by an Event of Default shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee under the indenture or exercising any trust or power conferred on the trustee with respect to the debt securities of that series. The indenture requires the annual filing by us with the trustee of a certificate as to compliance with certain covenants contained in the indenture.

No holder of any security of any series will have any right to institute any proceeding with respect to the indenture or for any remedy thereunder, unless the holder shall have previously given the trustee written notice of an Event of Default with respect to the debt securities and also the holders of at least 25% in aggregate principal amount of the outstanding debt securities of the relevant series shall have made written request, and offered reasonable indemnity, to the trustee to institute such proceeding as trustee, and the trustee shall not have received from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days. However, any right of a holder of any security to receive payment of the principal of (and premium, if any) and any interest on such security on or after the due dates expressed in such security and to institute suit for the enforcement of any such payment on or after such dates shall not be impaired or affected without the consent of such holder.

Governing Law

The indenture provides that it and the notes be governed by, and construed in accordance with, the laws of the State of New York.

Exhibit 10.04

AMENDED AND RESTATED KELLANOVA 2002 EMPLOYEE STOCK PURCHASE PLAN

(Effective January 1, 2021)

1.Purpose. Kellanova (the “Company”) has established this Amended and Restated 2002 Employee Stock Purchase Plan (the “Plan”) to encourage and enable its eligible employees and the eligible employees of its Subsidiaries to acquire the Company’s Common Stock, and to align more closely the interests of those individuals and the Company’s shareowners. The Company intends for the Plan to have two components: a Code Section 423 Component (“423 Component”) and a non-Code Section 423 Component (“Non-423 Component”). The Company’s intention is to have the 423 Component of the Plan qualify as an “employee stock purchase plan” under Code Section 423 (as defined below); accordingly, the 423 Component will be construed so as to comply with the requirements of Code Section 423. The Non-423 Component is not intended to qualify as an “employee stock purchase plan” under Code Section 423. Except as otherwise expressly provided in the Plan, the Non-423 Component, to the extent utilized by the Company, will operate and be administered in the same manner as the 423 Component. The Plan was originally adopted by the Board on December 6, 2001, to be effective July 1, 2002, and was approved by the Company’s shareowners on April 26, 2002 (the “2002 Plan”). The Plan was amended and restated effective January 1, 2008. A further amendment and restatement was approved by the Company’s shareowners and became effective as of July 1, 2020. The following provisions constitute an amendment and restatement of the Plan effective as of January 1, 2021.

2.Definitions. Unless the context clearly indicates otherwise, for purposes of the Plan, the following terms shall have the following meanings:

a.“Applicable Laws” means the requirements relating to the administration of equity- based awards and the related issuance of shares of Common Stock under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable securities and exchange control laws of any non-U.S. country or jurisdiction where Options are, or will be, granted under the Plan.

b.“Board” means the Board of Directors of Kellanova, as constituted from time to time.

c.“Beneficiary” means (i) the person designated by the Participant to receive benefits under a Company-sponsored and Company-paid life insurance program, if any, or (ii) the Participant’s estate.

d.“Code” means the U.S. Internal Revenue Code of 1986, in effect and as amended from time to time, or any successor statute thereto, together with any rules, regulations and interpretations promulgated thereunder or with respect thereto.

e.“Committee” means the Compensation and Talent Management Committee of the Board.

f.“Common Stock” means the Common Stock, par value USD $0.25 per share, of the Company or any security of the Company issued by the Company in substitution or exchange therefor.

g.“Company” means Kellanova, a Delaware corporation, or any successor corporation to Kellanova.

h.“Compensation” means with respect to a Participant, the portion of the Participant’s base salary, commissions or wages paid to the Participant during the applicable payroll period.

Exhibit 10.04

i.“Custodian” means the individual or organization appointed by the Plan Administrator to maintain custody of Participants’ payroll deductions, purchase Common Stock under the Plan, and allocate Common Stock among Participants.

j.“Designated Subsidiary” means any Subsidiary that the Plan Administrator has designated from time to time, in its sole discretion, as eligible to participate in the Plan.

k.“Disability” means disability as determined by the Committee in accordance with standards and procedures similar to those under the long-term disability plan of the Company or a Designated Subsidiary, if any. At any time that the Company or a Designated Subsidiary does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability that is determined to be total and permanent by a physician selected in good faith by the Company or a Designated Subsidiary.

l.“Effective Date” means January 1, 2021.

m.“Eligible Employee” means each Employee of the Company or a Designated Subsidiary. However, an Eligible Employee who is a citizen or resident of a non- U.S. jurisdiction (without regard to whether such Employee also is a citizen or resident of the United States or resident alien) may be excluded from participation in the Plan or a Purchase Period if participation of such Eligible Employee is prohibited under the laws of the applicable jurisdiction or if complying with the laws of the applicable jurisdiction would cause the Plan or a Purchase Period to violate Code Section 423. In the case of the Non-423 Component, an Eligible Employee may be excluded from participation in the Plan or a Purchase Period at the discretion of the Plan Administrator.

n.“Employee” means each and every person employed by the Company or a Designated Subsidiary, and whom the Company or Designated Subsidiary classifies as a common law employee; provided that, only individuals who are paid as common law employees from the payroll of the Company or a Designated Subsidiary shall be deemed to be Employees for purposes of the Plan.

For purposes of this definition of Employee, and notwithstanding any other provisions of the Plan to the contrary, individuals who are not classified by the Company or by a Designated Subsidiary, in its discretion, as employees under Code Section 3121(d) (or with respect to the Non-423 Component, as employees under Applicable Law), including, but not limited to, individuals classified by the Company or a Designated Subsidiary as independent contractors and non-employee consultants) and individuals who are classified by the Company or by a Designated Subsidiary, in its discretion, as employees of any entity other than the Company or a Designated Subsidiary, do not meet the definition of Employee and are ineligible for benefits under the Plan. In the event the classification of an individual who is excluded from the definition of Employee under the preceding sentence is determined to be erroneous or is retroactively revised, the individual shall nonetheless continue to be excluded from the definition of Employee and shall be ineligible for benefits for all periods prior to the date the Company or Designated Subsidiary determines its classification of the individual is erroneous or should be revised, in each case to the extent that, during such periods: (i) such excluded individual had been employed by the Company or a Designated Subsidiary for less than two years; (ii) the customary employment of such excluded individual was 20 hours or less per week; (iii) the customary employment of such excluded individual was for not more than five months in any calendar year; or (iv) such excluded individual was a highly compensated employee within the meaning of Code Section 414(q). Such

Exhibit 10.04

exclusions may be applied with respect to an offering under the Non- 423 Component without regard to the limitations of Code Section 423.

o.“Exchange Act” means the Securities Exchange Act of 1934, in effect and as amended from time to time, or any successor statute thereto, together with any rules, regulations and interpretations promulgated thereunder or with respect thereto.

p.“Fair Market Value” means, with respect to any date, the closing price per share on the New York Stock Exchange on such date, provided that if there shall be no sales of shares reported on such date, the Fair Market Value of a share on such date shall be deemed to be equal to the closing price per share on the New York Stock Exchange for the last preceding date on which sales of shares were reported.

q.“Offering Date” means the first day of a Purchase Period, January 1, April 1, July 1 and October 1.

r.“Option” means an option to purchase shares of Common Stock under the Plan, pursuant to the terms and conditions thereof.

s.“Participant” means an Eligible Employee who is participating in the Plan pursuant to Section 4.

t.“Plan” means the Amended and Restated Kellanova 2002 Employee Stock Purchase Plan, as set forth herein, as in effect, and as amended from time to time (together with any rules and regulations promulgated by the Committee with respect thereto).

u.“Plan Account” means an account maintained by the Plan Administrator for each Participant to which the Participant’s payroll deductions are credited, against which funds used to purchase shares of Common Stock are charged, and to which shares of Common Stock purchased are credited.

v.“Plan Administrator” means the Committee or such other person or persons as the Committee may appoint to administer the Plan.

w.“Purchase Date” means, except as provided in Sections 13 and 18, the last day of a Purchase Period, each March 31, June 30, September 30 and December 31.

x.“Purchase Period” means each calendar quarter.

y.“Purchase Price” means, with respect to each Purchase Period, an amount between 85% and 95% of the Fair Market Value of Common Stock on the Purchase Date, with such amount determined by the Committee in its sole discretion before the beginning of the Purchase Period.

z.“Retirement” means the retirement by the Participant from active employment with the Company and its Designated Subsidiaries on or after the attainment of early or normal retirement age under the pension or retirement plan sponsored by the Company or Designated Subsidiary in which he or she participates, or any other age with the consent of the Company or Designated Subsidiary.

aa.“Subsidiary” means any corporation, domestic or foreign, other than the Company, in an unbroken chain of corporations beginning with the Company if, at the time of the granting of the Option, each of the corporations other than the last corporation in the

Exhibit 10.04

unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

Notwithstanding the foregoing, the term “Subsidiary” shall include a limited liability company that is disregarded as an entity separate from a Subsidiary.

3.Stock Subject to the Plan. Subject to Section 14, the aggregate number of shares of Common Stock that may be sold under the Plan is 4,000,000 (which amount is inclusive of 1,500,000 additional shares to be made available as of July 1, 2020, and all shares previously authorized under the 2002 Plan). Shares of Common Stock to be issued under the Plan may be authorized and unissued shares, issued shares that have been reacquired by the Company (in the open-market or in private transactions) and that are being held as treasury shares, or a combination thereof.

4.Participation in the Plan. Each Eligible Employee may participate in the Plan effective as of any Offering Date, by completing and delivering a payroll deduction authorization to the Plan Administrator at least 10 days in advance of the applicable Offering Date in the manner specified by the Plan Administrator. The Offering Date as of which an Eligible Employee commences or recommences participation in the Plan, and each Offering Date as of which an Eligible Employee renews his or her authorization under paragraph (a), is an Offering Date with respect to that Eligible Employee.

a.Participant’s payroll deductions under the Plan shall commence on his or her initial Offering Date, and shall continue, subject to paragraph (a), until the Eligible Employee terminates participation in the Plan, is no longer an Eligible Employee, or the Plan is terminated.

b.A Participant’s payroll deduction authorization shall be automatically renewed effective on the Offering Date following the conclusion of his or her initial Purchase Period and each subsequent Purchase Period, unless the Participant otherwise notifies the Plan Administrator in the manner specified by the Plan Administrator at least 10 days in advance of such date.

c.Notwithstanding the foregoing, an Eligible Employee shall not be eligible to purchase shares of Common Stock under the Plan if, on the Purchase Date, the Eligible Employee owns, or could own if the Eligible Employee exercised his or her Option under the Plan on such Purchase Date, stock possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or any Subsidiary. For purposes of this paragraph (c), the rules of Code Section 424(d) shall apply in determining the stock ownership of an individual, and stock that an Eligible Employee may purchase under outstanding options shall be treated as stock owned by the Eligible Employee.

d.Notwithstanding the foregoing, an Eligible Employee participating in the 423 Component shall not be permitted to elect participation in the Plan for the next two full Purchase Periods immediately following his or her sale, transfer (including transfer to a different brokerage account or withdrawal from the Participant’s Plan Account), or other disposition of shares of Common Stock that was acquired within one year of the Purchase Date applicable to that Common Stock. In the discretion of the Plan Administrator, the foregoing may also apply to an Eligible Employee participating in the Non-423 Component.

5.Payroll Deductions. An Eligible Employee may participate in the 423 Component of the Plan only through payroll deductions. After-tax payroll deductions shall be made from the

Exhibit 10.04

Compensation paid to each Participant for each Purchase Period in such whole percentage from 1% to 10%, as the Participant shall authorize in his or her election form. No Eligible Employee may be granted the right to purchase more than USD $25,000 of Fair Market Value (determined as of the Purchase Date) of Common Stock under the Plan, and any other stock purchase plan of the Company or any Subsidiary that is qualified under Code Section 423, in any calendar year. Notwithstanding any provisions to the contrary in the Plan, in the case of the Non-423 Component, the Plan Administrator may allow Eligible Employees to participate in the Plan via cash, check or other means instead of payroll deductions if payroll deductions are not permitted under Applicable Law.

6.Changes in Payroll Deductions. A Participant may not increase or decrease the amount of his or her payroll deductions during a Purchase Period. A Participant may change his or her payroll deductions effective as of a subsequent Purchase Period by notifying the Plan Administrator in the manner specified by the Plan Administrator at least 10 days in advance of the next Offering Date.

7.Termination of Participation in Plan.

a.A Participant may, for any reason and at any time prior to each Purchase Date, voluntarily terminate participation in the Plan by notifying the Plan Administrator in a reasonable time and manner prior to the Purchase Date. Such Participant’s payroll deductions under the Plan shall cease as soon as practicable following delivery of such notice. If the former Participant remains employed by the Company or any Designated Subsidiary after termination of his or her participation in the Plan, any payroll deductions credited to such Participant’s Plan Account may be used to purchase shares of Common Stock on the next Purchase Date or refunded, without interest, to the Participant, at the election of the Participant. Participants must notify the Plan Administrator of any request for a refund at least 20 days prior to the Purchase Date. An Eligible Employee whose participation in the Plan is terminated may rejoin the Plan no earlier than the beginning of the Purchase Period next following his or her withdrawal, by delivering a new payroll deduction authorization in accordance with Section 4.

b.A Participant’s participation in the Plan shall terminate upon termination of his or her employment with the Company and its Designated Subsidiaries, or termination of status as an Eligible Employee, for any reason. If a former Participant is no longer employed by the Company or any Designated Subsidiary for any reason, including Disability or Retirement, any payroll deductions credited to his or her Plan Account may be used to purchase shares of Common Stock on the next Purchase Date, or refunded (subject to the 20 day advance notice requirement described in Section 7(a)), without interest, to the Participant, at the election of the Participant (or, in the event of the Participant’s death or Disability, the Participant’s Beneficiary), as soon as practicable following his or her termination of employment.

8.Purchase of Shares.

a.On each Purchase Date, each Participant shall be deemed to have been granted an Option. In no event will a Participant be deemed to have been granted more than one Option during any Purchase Period.

b.On the Purchase Date of a Purchase Period, each Participant’s Option will be automatically exercised, and that number of whole and fractional shares of Common Stock determined by dividing the balance in the Participant’s Plan Account on the

Exhibit 10.04

Purchase Date by the Purchase Price (fractional shares will be calculated to the third decimal place) will be purchased on behalf of such Participant; provided, however, that, in addition to the USD $25,000 limitation set forth in Section 5 above, in no event may any Participant purchase more than 1,000 shares of Common Stock during a Purchase Period (subject to adjustment in accordance with Section 14 below). Except as provided in Sections 13 and 18, in no event may a Participant purchase shares of Common Stock prior to the Purchase Date of a Purchase Period.

c.As soon as practicable after each Purchase Date, a statement shall be delivered to each Participant that shall include the number of shares of Common Stock purchased on the Purchase Date on behalf of such Participant under the Plan.

d.As of the Purchase Date of each Purchase Period, the Common Stock purchased by each Participant shall be considered to be issued and outstanding to his or her credit as a bookkeeping entry maintained by the Custodian in the Participant’s Plan Account. Subject to the restrictions of Section 4(c) above, a stock certificate for shares of Common Stock credited to a Participant’s Plan Account shall be issued upon request of the Participant at any time. Stock certificates under the Plan shall be issued, at the election of the Participant, in the Participant’s name or in his or her name and the name of another person as joint tenants with right of survivorship or as tenants in common. A cash payment shall be made for any fraction of a share in such Plan Account, if necessary to close the Plan Account.

9.Rights as a Shareowner. A Participant shall not be treated as the owner of Common Stock until the Purchase Date of such stock under the Plan. As of the Purchase Date a Participant shall be treated as the record owner of his or her shares purchased on such date pursuant to the Plan. Any dividends paid in respect of Common Stock purchased by a Participant under the Plan and credited to his or her Plan Account may be paid in cash or reinvested in Common Stock, at the option of the Participant, in a time and manner as prescribed from time to time by the Company.

10.Rights Not Transferable. Rights under the Plan are not transferable by a Participant other than by will or the laws of descent and distribution, and are exercisable during the Participant’s lifetime only by the Participant or by the Participant’s guardian or legal representative. No rights or payroll deductions of a Participant shall be subject to execution, attachment, levy, garnishment or similar process.

11.Application of Funds. All funds of Participants received or held by the Company under the Plan before purchase of the shares of Common Stock shall be held by the Company without liability for interest or other increment, except as may be required by Applicable Law, and determined by the Company.

12.Administration of the Plan. The Plan shall be administered by the Plan Administrator. The Plan Administrator shall have authority to (i) make rules and regulations for the administration of the Plan, (ii) designate Subsidiaries as participating in the 423 Component or the Non-423 Component, and (iii) determine eligibility, and establish such procedures that it deems necessary or advisable for the administration of the Plan (including, without limitation, adopting such procedures, sub-plans and addenda as are necessary or appropriate to permit the participation in the Plan by Employees who are non-U.S. nationals or employed outside the U.S., the terms of which procedures, sub-plans and addenda may control other provisions of the Plan in accordance with Applicable Laws, but unless otherwise superseded by the terms of such procedures, sub-plan or addenda, the provisions of the Plan shall govern the operation of such procedure, sub-plan or addenda). The Plan Administrator’s interpretations and decisions with regard to the Plan and any

Exhibit 10.04

such rules and regulations shall be final and conclusive. It is intended that the 423 Component of the Plan shall at all times meet the requirements of Code Section 423, if applicable, and the Plan Administrator shall, to the extent possible, interpret the provisions of the Plan so as to carry out such intent.

13.Change of Control Provisions.

a.Notwithstanding any other provision of the Plan to the contrary, in the event of a Change in Control, each Option outstanding under the Plan shall be assumed or an equivalent option shall be substituted by the successor corporation or a parent or subsidiary of such successor corporation. If the successor corporation refuses or is unable to assume or substitute for outstanding Options, each Purchase Period then in progress shall be shortened and a new Purchase Date shall be set (the “New Purchase Date”), as of which date any Purchase Period then in progress will terminate.

The New Purchase Date shall be on or immediately before the effective time of the Change in Control, the Plan Administrator shall notify each Participant in writing, at least 10 days before the New Purchase Date, that the Purchase Date for his or her Option has been changed to the New Purchase Date, and that the Participant’s Option will be exercised automatically on the New Purchase Date unless the Participant has withdrawn from the Purchase Period before the New Purchase Date, as provided in Section 7.

b.For purposes of the Plan, a “Change in Control” shall mean the happening of any of the following events:

i.An acquisition after the Effective Date by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (a) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (b) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company or approved by the Incumbent Board (as defined below), (2) any increase in beneficial ownership of a Person as a result of any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, (4) any acquisition by an underwriter temporarily holding Company securities pursuant to an offering of such securities, or (5) any acquisition pursuant to a transaction that complies with clauses (1), (2) (3) of subsection (iii) of this Section 13; or

ii.A change in the composition of the Board such that the individuals who, as of the Effective Date, constitute the Board (such Board shall be hereinafter referred to as the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this Section 13, that any individual who becomes a member of the Board subsequent to the Effective Date, whose election, or nomination for election by the Company’s shareowners, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be

Exhibit 10.04

such pursuant to this proviso), either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination shall be considered as though such individual were a member of the Incumbent Board; but, provided further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Board; or

iii.Consummation of a reorganization, merger or consolidation (or similar transaction), a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity (“Corporate Transaction”); in each case, unless immediately following such Corporate Transaction (1) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (other than the Company, any employee benefit plan (or related trust) the Company or such corporation resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 20% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors, except to the extent that such ownership existed prior to the Corporate Transaction, and (3) individuals who were members of the Incumbent Board at the time of the Board’s approval of the execution of the initial agreement providing for such Corporate Transaction will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such Corporate Transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries); or (iv) The approval by the shareowners of the Company of a complete liquidation or dissolution of the Company.

14.Adjustments in Case of Changes Affecting Shares. In the event of any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, Change in Control or exchange of Common Stock or other securities of the Company, or other corporate transaction or event that affects the Common Stock: (a) the number of shares of Common Stock approved for the Plan shall be increased or decreased proportionately, and (b) the Board may determine, in its sole discretion, that an adjustment is

Exhibit 10.04

necessary or appropriate in order to prevent dilution or enlargement of benefits or potential benefits intended to be made available under the Plan.

15.No Corporate Action Restriction. The existence of the Plan and/or the Options granted hereunder shall not limit, affect or restrict in any way the right or power of the Board or the Company’s shareowners to make or authorize (a) any adjustment, recapitalization, reorganization or other change in the Company’s or any Subsidiary’s capital structure or its business, (b) any merger, consolidation or change in the ownership of the Company or any Subsidiary, (c) any issue of bonds, debentures, capital, preferred or prior preference stocks ahead of or affecting the Company’s or any Subsidiary’s capital stock or the rights thereof, (d) any dissolution or liquidation of the Company or any Subsidiary, (e) any sale or transfer of all or any part of the Company’s or any Subsidiary’s assets or business, or (f) any other corporate act or proceeding by the Company or any Subsidiary. No Participant, Employee, beneficiary or any other person shall have any claim against any member of the Board or the Committee, the Company or any Subsidiary, or any employees, officers, shareowners or agents of the Company or any Subsidiary, as a result of any such action.

16.Notices. All notices or other communications by an Employee or Participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.

17.Amendments to the Plan. The Committee may, at any time, or from time to time, amend or modify the Plan; provided, however, that no amendment shall be made increasing or decreasing the number of shares authorized for the Plan (other than as provided in Section 14), and that, except to conform the 423 Component of the Plan to the requirements of the Code, no amendment shall be made that would cause the 423 Component to fail to meet the applicable requirements of Code Section 423.

18.Termination of Plan. The Plan shall terminate upon the earliest of (a) July 1, 2032, (b) the date no more shares of Common Stock remain to be purchased under the Plan, or (c) the termination of the Plan by the Board as specified below. The Board may terminate the Plan as of any date. The date of termination of the Plan shall be deemed a Purchase Date. If on such Purchase Date Participants in the aggregate have Options to purchase more shares of Common Stock than are available for purchase under the Plan, each Participant shall be eligible to purchase a reduced number of shares of Common Stock on a pro rata basis, and any excess payroll deductions shall be returned to Participants, without interest, all as provided by rules and regulations adopted by the Plan Administrator.

19.Costs. All costs and expenses incurred in administering the Plan shall be paid by the Company. Any costs or expenses of selling shares of Company Stock acquired pursuant to the Plan shall be borne by the holder thereof.

20.Governmental Regulations. The Company’s obligation to sell and deliver its Common Stock pursuant to the Plan is subject to the approval of any governmental authority required in connection with the authorization, issuance or sale of such stock. Shares shall not be issued with respect to an Option unless the exercise of such Option and the issuance and delivery of such shares pursuant thereto shall comply with all Applicable Laws, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, state securities laws, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.

Exhibit 10.04

As a condition to the exercise of an Option, the Company may require the person exercising such Option to represent and warrant at the time of any such exercise that the shares of Common Stock are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of law.

21.Governing Law. The Plan and all actions taken thereunder shall be governed by and construed in accordance with the laws of the United States of America and, to the extent not inconsistent therewith, by the laws of the State of Delaware, without reference to the principles of conflict of laws thereof.

This Plan is not intended to be subject to the Employee Retirement Income Security Act of 1974, as amended, but the 423 Component is intended to comply with Code Section 423. Accordingly, the provisions of the 423 Component shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code. Any provisions required to be set forth in this Plan by such Code section are hereby included as fully as if set forth in the Plan in full. Any titles and headings herein are for reference purposes only, and shall in no way limit, define or otherwise affect the meaning, construction or interpretation of any provisions of the Plan.

22.Effect on Employment. The provisions of this Plan shall not affect the right of the Company or any Designated Subsidiary or any Participant to terminate the Participant’s employment with the Company or any Designated Subsidiary at any time in accordance with Applicable Law.

23.Withholding. Each Participant will be responsible for any federal, state, or any other tax liability payable to any authority, social security, payment-on-account or other tax obligations, if any, which arise as a result of participating in the Plan. At any time, the Company or its Designated Subsidiaries, may, but shall not be obligated to, withhold from the Participant’s compensation the amount necessary to meet applicable withholding obligations, including any withholding required to make available to the Company or its Subsidiary, as applicable, any tax deductions or benefits attributable to sale or early disposition of Common Stock by the Eligible Employee.

24.Other Company Benefit and Compensation Programs. For purposes of the determination of benefits under any other employee welfare or benefit plans or arrangements, if any, provided by the Company or any Designated Subsidiary (a) any amounts deducted from a Participant’s Compensation pursuant to the Participant’s payroll deduction election under Section 4 shall be deemed a part of a Participant’s compensation, and (b) payments and other benefits received by a Participant under an Option shall not be deemed a part of a Participant’s compensation, unless expressly provided in such other plans or arrangements, or except where the Board expressly determines in writing. The existence of the Plan notwithstanding, the Company or any Designated Subsidiary may adopt such other compensation plans or programs and additional compensation arrangements as it deems necessary to attract, retain and motivate employees.

25.Effective Date. The Plan, as amended, shall be effective January 1, 2021.

Exhibit 10.42

KELLANOVA 2022 LONG-TERM INCENTIVE PLAN

1. PURPOSE. The purpose of the 2022 Long-Term Incentive Plan is to further and promote the interests of Kellanova, its Subsidiaries and its shareowners by enabling the Company and its Subsidiaries to attract, retain and motivate employees, officers, non-employee directors and other service providers or those who will become employees, officers, non-employee directors or other service providers of the Company and its Subsidiaries and to align the interests of those individuals and the Company’s shareowners. To do this, the Plan offers performance-based incentive awards and equity-based opportunities providing such individuals with a proprietary interest in maximizing the growth, profitability and overall success of the Company and its Subsidiaries.

2. DEFINITIONS. Unless the context clearly indicates otherwise, for purposes of the Plan, the following terms shall have the following meanings:

2.1 “10% Shareowner” means any employee who owns (within the meaning of Section 422(b)(6) of the Code) more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or its parent corporation or any Subsidiary of the Company, within the meaning of Sections 424(e) and (f) of the Code.

2.2 “Award” means an award or grant made to a Participant under Sections 6, 7, 8 and/or 9 of the Plan.

2.3 “Award Agreement” means the written agreement executed by a Participant pursuant to Sections 3.2 and 16.7 of the Plan in connection with the granting of an Award.

2.4 “Base Value” has the meaning set forth in Section 7.2.

2.5 “Board” means the Board of Directors of the Company, as constituted from time to time.

2.6 “Cause” means, unless otherwise determined by the Committee in the applicable Award Agreement, the following: (i) in the case where there is no employment agreement, change in control agreement or similar agreement in effect between the Company or any Subsidiary and the Participant at the time of the grant of the Award (or where there is such an agreement but it does not define “cause” (or words of like import)), termination due to: (a) the willful and continued failure of the Participant to substantially perform the Participant’s duties with the Company or any entity controlled by, controlling or under common control with the Company (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Participant by the Board or the Chief Executive Officer of the Company which specifically identifies the manner in which the Board or the Chief Executive Officer believes that the Participant has not substantially performed the Participant’s duties; (b) the willful engaging by the Participant in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company or any entity controlled by, controlling or under common control with the Company; (c) the conviction of an act that constitutes a felony (other than a traffic-related offense) under the laws of the United States or any state thereof or any similar criminal act in a jurisdiction outside the United States; (d) any material breach of the Company’s Code of Conduct by the Participant; or (e) the willful failure of the Participant to cooperate with any governmental investigations or activities relating to the Company; provided, however, that no act, or failure to act, on the part of the Participant shall be considered “willful” unless it is done, or omitted to be done, by the Participant in bad faith or without reasonable belief that the Participant’s action or omission was in the best interests of the Company or any entity controlled by, controlling or under common control with the Company; provided, further, that any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer of the Company or a senior officer of the Company or based upon the advice of counsel for the Company or any entity controlled by, controlling or under common control with the Company shall be conclusively presumed to be done, or omitted to be done, by the Participant in good faith and in the best interests of the Company or any entity controlled by, controlling or under common control with the Company; or (ii) in the case where there is an employment agreement, change in control agreement or similar agreement in effect between the Company or any Subsidiary and the Participant at the time of the grant of the Award that defines “cause” (or words of like import), “cause” as defined under such agreement.

2.7 “Change in Control” has the meaning set forth in Section 14.3.

2.8 “Change in Control Price” has the meaning set forth in Section 14.2

Exhibit 10.42

2.9 “Code” means the Internal Revenue Code of 1986, as in effect and as amended from time to time, or any successor statute thereto, together with any rules, regulations and interpretations promulgated thereunder or with respect thereto.

2.10 “Collective Awards” means Awards together with any awards issued under Old Plans as of the Effective Date.

2.11 “Committee” means the committee of the Board designated to administer the Plan, as described in Section 3 of the Plan.

2.12 “Common Stock” means the Common Stock, par value $0.25 per share, of the Company or any security of the Company issued by the Company in substitution or exchange therefor.

2.13 “Company” means Kellanova, a Delaware corporation, or any successor corporation to Kellanova.

2.14 “Director” means a director of the Company.

2.15 “Disability” means disability as defined in the Participant’s then effective employment agreement, or if the Participant is not then a party to an effective employment agreement (or similar agreement) with the Company which defines disability, “Disability” means disability as determined by the Committee in accordance with standards and procedures similar to those under the Company’s long-term disability plan, if any. Subject to the first sentence of this Section 2.15, at any time that the Company does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a physician selected in good faith by the Company. Notwithstanding the foregoing, for purposes of Incentive Stock Options “Disability” shall mean a permanent and total disability as defined in Section 22(e)(3) of the Code, and for purposes of any Award that is subject to Section 409A of the Code, “Disability” shall mean that a Participant is “disabled” under Section 409A(a)(2)(c)(i) or (ii) of the Code.

2.16 “Effective Date” has the meaning set forth in Section 16.11.

2.17 “Exchange Act” means the Securities Exchange Act of 1934, as in effect and as amended from time to time, or any successor statute thereto, together with any rules, regulations and interpretations promulgated thereunder or with respect thereto.

2.18 “Exercise Value” has the meaning set forth in Section 7.2.

2.19 “Fair Market Value” on any date means (a) the officially quoted closing price in the primary trading session for a share of the Common Stock on the New York Stock Exchange-Composite Transactions Tape or on any other stock exchange, if any, on which the Common Stock is primarily traded (or if no shares of the Common Stock were traded on such date, then on the most recent previous date on which any shares of the Common Stock were so traded), or (b) if clause (a) is not applicable, the value of a share of the Common Stock for such date as established by the Committee, using any reasonable method of valuation consistent with the requirements of Section 409A of the Code.

2.20 “Incentive Stock Option” means any stock option granted pursuant to the provisions of Section 6 of the Plan (and the relevant Award Agreement) that is intended to be (and is specifically designated as) an “incentive stock option” within the meaning of Section 422 of the Code.

2.21 “Incumbent Board” has the meaning set forth in Section 14.3.

2.22 “Net Exercise” means a Participant’s ability to exercise a Stock Option by directing the Company to deduct from the shares of Common Stock issuable upon exercise of his or her Stock Option a number of shares of Common Stock having an aggregate Fair Market Value equal to the sum of the aggregate exercise price therefor plus the amount of the Participant’s tax withholding (if any), whereupon the Company shall issue to the Participant the net remaining number of shares of Common Stock after such deductions.

Exhibit 10.42

2.23 “Non-Employee Director” means a director of the Company who is a “nonemployee director” within the meaning of Rule 16b-3 promulgated under the Exchange Act.

2.24 “Non-Qualified Stock Option” means any Stock Option granted pursuant to the provisions of Section 6 of the Plan (and the relevant Award Agreement) that is not an Incentive Stock Option.

2.25 “Old Plans” means the Kellogg Company 2001 Long-Term Incentive Plan, the Kellogg Company 2003 Long-Term Incentive Plan, the Kellogg Company 2009 Long-Term Incentive Plan, the Kellogg Company 2013 Long-Term Incentive Plan and the Kellogg Company 2017 Long-Term Incentive Plan.

2.26 “Other Cash-Based Award” means an Award granted pursuant to Section 9.7 and payable in cash at such time or times and subject to such terms and conditions as determined by the Committee in its sole discretion.

2.27 “Outstanding Company Common Stock” has the meaning set forth in Section 14.3.

2.28 “Outstanding Company Voting Securities” has the meaning set forth in Section 14.3.

2.29 “Participant” means any individual who is selected from time to time under Section 5 to receive an Award under the Plan.

2.30 “Performance Share Unit” or “Performance Share” means an Award granted pursuant to the provisions of Section 9 of the Plan and the relevant Award Agreement.

2.31 “Performance Unit” means an Award granted pursuant to the provisions of Section 9 of the Plan and the relevant Award Agreement.

2.32 “Person” has the meaning set forth in Section 14.3.

2.33 “Plan” means this Kellanova 2022 Long-Term Incentive Plan, as set forth herein and as in effect and as amended from time to time (together with any rules and regulations promulgated by the Committee with respect thereto).

2.34 “Restricted Shares” means an Award of restricted shares of Common Stock granted pursuant to the provisions of Section 8 of the Plan and the relevant Award Agreement.

2.35 “Restricted Share Units” means an Award granted pursuant to the provisions of Section 8 of the Plan and the relevant Award Agreement.

2.36 “Restriction Period” has the meaning set forth in Section 8.3.

2.37 “Section 16 Officer” means an “officer” as such term is defined in Rule 16a-1(f) of the Exchange Act.

2.38 “Service Provider” means a consultant or advisor within the meaning of Form S-8 promulgated under the Securities Act of 1933, as amended.

2.39 “Stock Appreciation Right” means an Award described in Section 7.2 of the Plan and granted pursuant to the provisions of Section 7 of the Plan.

2.40 “Stock Option” means a Non-Qualified Stock Option or an Incentive Stock Option.

2.41 “Subsidiary(ies)” means any corporation or other entity of which outstanding shares or ownership interests representing 50% or more of the combined voting power of such corporation or other entity entitled to elect the management thereof, or such lesser percentage as may be approved by the Committee, are owned directly or indirectly by the Company. Notwithstanding the foregoing, for purposes of Incentive Stock Options, “Subsidiary” means any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code.

3. ADMINISTRATION.

Exhibit 10.42

3.1 The Committee. The Plan shall be administered by the Compensation and Talent Management Committee of the Board, as constituted from time to time. The Committee shall consist of two or more Non-Employee Directors, each of whom shall be (i) a “non-employee director” as defined in Rule 16b-3 of the Exchange Act and (ii) an “independent director” as defined under Section 303A of the Listed Company Manual of the New York Stock Exchange or such other applicable stock exchange rule, to the extent such independence is required in order to take the action at issue pursuant to such standards or rules. To the extent no Committee exists that has the authority to administer this Plan, the functions of the Committee shall be exercised by the Board. If for any reason the appointed Committee does not meet the requirements of Rule 16b-3 of the Exchange Act or Section 303A of the Listed Company Manual, such noncompliance shall not affect the validity of Awards, grants, interpretations or other actions of the Committee.

3.2 Plan Administration and Plan Rules. The Committee is authorized to construe and interpret the Plan and to promulgate, amend and rescind rules and regulations relating to the implementation, administration and maintenance of the Plan. Subject to the terms and conditions of the Plan, the Committee shall make all determinations necessary or advisable for the implementation, administration and maintenance of the Plan including, without limitation, (a) selecting the Plan’s Participants, (b) making Awards in such amounts and form as the Committee shall determine, (c) imposing such restrictions, terms and conditions upon such Awards as the Committee shall deem appropriate, (d) determining the vesting, exercisability transferability and payment of Awards, including the authority to accelerate the vesting of Awards and (e) correcting any technical defect(s) or technical omission(s), or reconciling any technical inconsistency(ies), in the Plan and/or any Award Agreement. Subject to applicable law, the Committee may designate persons other than members of the Committee to carry out the day-to-day ministerial administration of the Plan under such conditions and limitations as it may prescribe. Subject to the requirements of Section 157(c) of the Delaware General Corporation Law (or any successor statute), the Committee may, in its sole discretion, delegate its authority to one or more senior executive officers for the purpose of making Awards to Participants who are not Section 16 Officers, but no officer of the Company shall have the authority to grant Awards to himself or herself. Any such delegation shall be made by resolution of the Committee and such resolution shall set forth the total number of shares of Common Stock that may be subject to Awards granted pursuant to such delegation. The Committee’s determinations under the Plan need not be uniform and may be made selectively among Participants, whether or not such Participants are similarly situated. Any determination, decision or action of the Committee in connection with the construction, interpretation, administration, implementation or maintenance of the Plan shall be final, conclusive and binding upon all Participants and any person(s) claiming under or through any Participants. The Company shall effect the granting of Awards under the Plan, in accordance with the determinations made by the Committee, by execution of Award Agreements in such form as is approved by the Committee.

3.3 Liability Limitation. Neither the Board, the Committee, nor any member of either, nor any of their designees, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan (or any Award or Award Agreement) or any transaction hereunder, and the members of the Board and the Committee shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under any directors and officers liability insurance coverage which may be in effect from time to time.

4. TERM OF PLAN/COMMON STOCK SUBJECT TO PLAN.

4.1 Limitations for Incentive Stock Options. Incentive Stock Options may not be granted following February 18, 2032, which is the ten-year anniversary of the Board’s adoption of the Plan. The maximum number of shares of Common Stock that may be issued pursuant to the grant of Incentive Stock Options under the Plan shall be 12,400,000 shares (as may be adjusted pursuant to Section 13.2), without regard to the provisions of Section 4.2(ii).

4.2 Limitations for Common Stock.

Exhibit 10.42

i. The maximum number of shares of Common Stock in respect of which Awards may be granted or paid out under the Plan, subject to adjustment as provided in this Section 4.2 and Section 13.2 of the Plan, shall not exceed (a) 12,400,000 shares of Common Stock less (b) one share of Common Stock for each share of Common Stock granted under the Kellogg Company 2017 Long-Term Incentive Plan after the Effective Date, plus (c) the aggregate number of shares of Common Stock described in Section 4.2(ii).

ii. Any shares of Common Stock that are subject to Collective Awards that expire or lapse or are forfeited, surrendered, cancelled, terminated or settled in cash in lieu of Common Stock shall again be available for Awards under the Plan, subject to the provisions of Section 4.3, to the extent of such expiration, forfeiture, surrender, cancellation, termination or settlement of such Collective Awards (as may be adjusted pursuant to Section 13.2). Shares of Common Stock that as of the Effective Date have not been issued under any of the Old Plans and are not covered by outstanding awards under such plans granted on or before the Effective Date, shall not be available for Awards under the Plan.

iii. Common Stock which may be issued under the Plan may be either authorized and unissued shares or issued shares which have been reacquired by the Company (in the open-market or in private transactions) and which are being held as treasury shares. No fractional shares of Common Stock shall be issued under the Plan, and the Committee shall determine the manner in which fractional share value shall be treated.

iv. In the event of a change in the Common Stock of the Company that is limited to a change in the designation thereof to “Capital Stock” or other similar designation, or to a change in the par value thereof, or from par value to no par value, without increase or decrease in the number of issued shares, the shares resulting from any such change shall be deemed to be the Common Stock for purposes of the Plan.

4.3 Computation of Available Shares.

i. For the purpose of computing the total number of shares of Common Stock available for Awards under the Plan, the maximum number of shares of Common Stock issued upon exercise or settlement of Awards granted under Sections 6 and 7 of the Plan and the number of shares of Common Stock issued under grants of Restricted Shares, Restricted Share Units and Performance Share Units pursuant to Sections 8 and 9 of the Plan, in each case determined as of the date on which such Awards are issued, shall be counted against the limitations set forth in Section 4.2 of the Plan (subject to the remainder of this Section and Section 13.2 of the Plan); provided, however, that Awards granted in connection with the assumption of, or in substitution or exchange for, outstanding awards granted by a company or other entity acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines shall not reduce the maximum number of shares of Common Stock remaining available for issuance under the Plan.

ii. In the event that any shares of Common Stock are withheld by the Company or shares of Common Stock that are already owned by the Participant are tendered (either actually or by attestation) by a Participant to satisfy any tax withholding obligation pursuant to Section 16.1 with respect to an Award or a Collective Award other than a Stock Option or Stock Appreciation Right, then the shares so tendered or withheld shall automatically again become available for issuance under the Plan and correspondingly increase the total number of shares available for issuance under Section 4.2. Notwithstanding anything to the contrary in this Section 4.3(ii), the following shares of Common Stock will not again become available for issuance under the Plan: (I) any shares which would have been issued upon any exercise of a Stock Option but for the fact that the exercise price was paid by a Net Exercise pursuant to Section 6.5 or any shares of Common Stock that are already owned by the Participant are tendered (either actually or by attestation) by a Participant in payment of the exercise price of a Stock Option; (II) any shares withheld by the Company or shares of Common Stock that are already owned by the Participant are tendered (either actually or by attestation) by a Participant to satisfy any tax withholding obligation with respect to a Stock Option or Stock Appreciation Right or a Collective Award that is a Stock Option or Stock Appreciation Right; (III) shares covered by a Stock Appreciation Right issued under the Plan or the Old Plans that are not issued in connection with the stock settlement of the Stock Appreciation Right upon its exercise; or (IV) shares that are repurchased by the Company using Stock Option exercise proceeds.

Exhibit 10.42

4.4 Limit on Director Awards. The aggregate grant date fair value (as determined in accordance with generally accepted accounting principles applicable in the United States) of all equity-based and cash compensation, granted or paid during any calendar year to any Non-Employee Director under this Plan or any other arrangement with the Company for service in such capacity shall not exceed $800,000.

4.5 Minimum Purchase Price. Notwithstanding any provision of the Plan to the contrary, if authorized but previously unissued shares of Common Stock are issued under the Plan, such shares shall not be issued for consideration that is less than as permitted under applicable law.

5. ELIGIBILITY.

5.1 General. Individuals eligible for Awards under the Plan shall consist of employees, officers, directors or Service Providers, or those who will become employees, officers, directors or Service Providers of the Company and/or its Subsidiaries whose performance or contribution, in the sole discretion of the Committee, benefits or will benefit the Company or any Subsidiary.

5.2 Minimum Vesting Requirements. Notwithstanding any other provision in the Plan to the contrary, except as otherwise provided in this Section 5.2, all Awards shall be subject to a vesting or performance period of not less than one year from the date of grant of the applicable Award. The minimum vesting period shall not apply to (i) Awards involving an aggregate number of shares of Common Stock not in excess of five percent (5%) of the number of shares available for Awards under Section 4.2(i), (ii) Awards to Non-Employee Directors that vest on the earlier of the one year anniversary of the date of grant or the next annual meeting of stockholders which is at least 50 weeks after the immediately preceding year’s annual meeting and (iii) any accelerated vesting in connection with death, Disability or a Change in Control.

6. STOCK OPTIONS.

6.1 Terms and Conditions. Stock Options granted under the Plan shall be in respect of Common Stock and may be in the form of Incentive Stock Options or Non-Qualified Stock Options. Such Stock Options shall be subject to the terms and conditions set forth in this Section 6 and any additional terms and conditions, not inconsistent with the express terms and provisions of the Plan, as the Committee shall set forth in the relevant Award Agreement.

6.2 Grant. Stock Options may be granted under the Plan in such form as the Committee may from time to time approve; provided, however, that Incentive Stock Options may only be granted to employees of the Company and/or its Subsidiaries. Stock Options may be granted alone or in addition to other Awards under the Plan or in tandem with Stock Appreciation Rights. Additional provisions shall apply to Incentive Stock Options granted to any 10% Shareowner.

6.3 Exercise Price. The exercise price per share of Common Stock subject to a Stock Option shall be determined by the Committee; provided, however, that the exercise price of a Stock Option shall not be less than one hundred percent (100%) of the Fair Market Value of the Common Stock on the grant date of such Stock Option; provided, further, however, that, in the case of a 10% Shareowner, the exercise price of an Incentive Stock Option shall not be less than one hundred ten percent (110%) of the Fair Market Value of the Common Stock on the grant date.

6.4 Term. The term of each Stock Option shall be such period of time as is fixed by the Committee; provided, however, that the term of any Stock Option shall not exceed ten (10) years (five (5) years, in the case of a 10% Shareowner receiving an Incentive Stock Option) after the date immediately preceding the date on which the Stock Option is granted.

Exhibit 10.42

6.5 Method of Exercise. A Stock Option may be exercised, in whole or in part, by giving written notice of exercise to the Secretary of the Company, or the Secretary’s designee, specifying the number of shares to be purchased. Such notice shall be accompanied by payment in full of the exercise price. The methods of payment permitted by this Plan for payment in full of the aggregate exercise price of a Stock Option are as follows: (i) by cash, certified check, bank draft, electronic transfer, or money order payable to the order of the Company, (ii) if permitted by the Committee in its sole discretion, by surrendering (or attesting to the ownership of) shares of Common Stock already owned by the Participant, (iii) pursuant to a Net Exercise arrangement; provided, however, that in such event, the Committee may exercise its discretion to limit the use of a Net Exercise solely with respect to the portion of such payment required to be made with respect to tax withholding, or (iv) if permitted by the Committee (in its sole discretion) and applicable law, by delivery of, alone or in conjunction with a partial cash or instrument payment, some other form of payment acceptable to the Committee. Payment instruments shall be received by the Company subject to collection. The proceeds received by the Company upon exercise of any Stock Option may be used by the Company for general corporate purposes. Any portion of a Stock Option that is exercised may not be exercised again. The shares issued to an optionee for the portion of any Stock Option exercised by attesting to the ownership of shares shall not exceed the number of shares issuable as a result of such exercise (determined as though payment in full therefor were being made in cash) less the number of shares for which attestation of ownership is submitted. The value of owned shares submitted (directly or by attestation) in full or partial payment for the shares purchased upon exercise of a Stock Option shall be equal to the aggregate Fair Market Value of such owned shares on the date of the exercise of such Stock Option.

6.6 Exercisability. Any Stock Option granted under the Plan shall become exercisable on such date or dates, or based on the attainment of such performance goals, as determined by the Committee (in its sole discretion) at any time and from time to time in respect of such Stock Option, and as set forth in the applicable Award Agreement.

6.7 Termination of Employment or Service. Except as otherwise set forth in this Plan (including in Section 6.6 hereof), the terms relating to the treatment of an outstanding Stock Option in the event of the Participant’s termination of employment or service with the Company or any of its Subsidiaries shall be determined by the Committee at the time of grant and shall be set forth in the applicable Award Agreement.

6.8 Tandem Grants. If Non-Qualified Stock Options and Stock Appreciation Rights are granted in tandem, as designated in the relevant Award Agreements, the right of a Participant to exercise any such tandem Stock Option shall terminate to the extent that the shares of Common Stock subject to such Stock Option are used to calculate amounts or shares receivable upon the exercise of the related tandem Stock Appreciation Right.

6.9 No Reload Provision. Stock Options granted under this Plan shall not contain any provision entitling the optionee to the automatic grant of additional Stock Options in connection with any exercise of the original Stock Option.

7. STOCK APPRECIATION RIGHTS.

7.1 Terms and Conditions. The grant of Stock Appreciation Rights under the Plan shall be subject to the terms and conditions set forth in this Section 7 and any additional terms and conditions, not inconsistent with the express terms and provisions of the Plan, as the Committee shall set forth in the relevant Award Agreement.

7.2 Stock Appreciation Rights. A Stock Appreciation Right is an Award granted with respect to a specified number of shares of Common Stock, as shall be determined by the Committee, entitling a Participant to receive an amount equal to the excess of the Fair Market Value of a share of Common Stock on the date of exercise (the “Exercise Value”) over the Fair Market Value of a share of Common Stock on the grant date of the Stock Appreciation Right (the “Base Value”), multiplied by the number of shares of Common Stock with respect to which the Stock Appreciation Right shall have been exercised. In the case of a Stock Appreciation Right related to a Stock Option described in Section 6.8, the Base Value shall be the purchase price of a share of Common Stock under the Stock Option, provided, however, such amount may not be less than the Fair Market Value of the Common Stock on the date the Stock Appreciation Right is awarded. The Base Value of a Stock Appreciation Right shall not be less than one hundred percent (100%) of the Fair Market Value of the Common Stock on the grant date of such Stock Appreciation Right.

Exhibit 10.42

7.3 Grant. A Stock Appreciation Right may be granted in addition to any other Award under the Plan or in tandem with or independent of a Non-Qualified Stock Option.

7.4 Term. The term of each Stock Appreciation Right shall be such period of time as is fixed by the Committee; provided, however, that the term of any Stock Appreciation Right shall not exceed ten (10) years after the date immediately preceding the date on which the Stock Appreciation Right is granted.

7.5 Date of Exercisability. In respect of any Stock Appreciation Right granted under the Plan, unless otherwise (a) determined by the Committee (in its sole discretion) at any time and from time to time in respect of any such Stock Appreciation Right, or (b) provided in the Award Agreement, a Stock Appreciation Right may be exercised by a Participant, in accordance with and subject to all of the procedures established by the Committee, in whole or in part at such time or times and/or based on the achievement of such performance goals as determined by the Committee in its sole discretion. Notwithstanding the preceding sentence, in no event shall a Stock Appreciation Right be exercisable prior to the exercisability of any Non-Qualified Stock Option with which it is granted in tandem. The Committee may also provide, as set forth in the relevant Award Agreement and without limitation, that some Stock Appreciation Rights shall be automatically exercised and settled on one or more fixed dates specified therein by the Committee.

7.6 Termination of Employment or Service. Except as otherwise set forth in this Plan, the terms relating to the treatment of an outstanding Stock Appreciation Right in the event of the Participant’s termination of employment or service with the Company or any of its Subsidiaries shall be determined by the Committee at the time of grant and shall be set forth in the applicable Award Agreement.

7.7 Form of Payment. Upon exercise of a Stock Appreciation Right, payment may be made to the Participant in respect thereof in cash, in Restricted Shares or in shares of unrestricted Common Stock, or in any combination thereof, as the Committee, in its sole discretion, shall determine and provide in the relevant Award Agreement.

7.8 The right of a Participant to exercise a tandem Stock Appreciation Right shall terminate to the extent such Participant exercises the Non-Qualified Stock Option to which such Stock Appreciation Right is related.

8. RESTRICTED SHARES AND RESTRICTED SHARE UNITS.

8.1 Restricted Share and Restricted Share Unit Grants. A grant of Restricted Shares is an Award of shares of Common Stock granted to a Participant, subject to such restrictions, terms and conditions as the Committee deems appropriate, including, without limitation, (a) restrictions on the sale, assignment, transfer, hypothecation or other disposition of such shares, (b) the requirement that the Participant deposit such shares with the Company while such shares are subject to such restrictions, and (c) the requirement that such shares be forfeited upon termination of employment or service with the Company or any of its Subsidiaries for specified reasons within a specified period of time or for other reasons (including, without limitation, the failure to achieve designated performance goals). A grant of Restricted Share Units is a notional Award of shares of Common Stock which entitle the Participant to a number of unrestricted shares of Common Stock equal to (or a cash amount equal in value to such number of unrestricted shares of Common Stock) the number of Restricted Share Units upon the lapse of similar restrictions, terms and conditions.

8.2 Terms and Conditions. Grants of Restricted Shares and Restricted Share Units shall be subject to the terms and conditions set forth in this Section 8 and any additional terms and conditions, not inconsistent with the express terms and provisions of the Plan, as the Committee shall set forth in the relevant Award Agreement. Restricted Shares and Restricted Share Units may be granted alone or in addition to any other Awards under the Plan. Subject to the terms of the Plan, the Committee shall determine the number of Restricted Shares and Restricted Share Units to be granted to a Participant and the Committee may provide or impose different terms and conditions on any particular Restricted Share or Restricted Share Units grant made to any Participant. Restricted Shares issued hereunder may be evidenced in such manner, as the Committee, in its sole and absolute discretion, shall deem appropriate, including, without limitation, book entry registration or issuance of a stock certificate or certificates. In the event any stock certificates are issued in respect of Restricted Shares, such certificates shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Award.

Exhibit 10.42

Any such stock certificate evidencing such shares shall, in the sole discretion of the Committee, be deposited with and held in custody by the Company until the restrictions thereon shall have lapsed and all of the terms and conditions applicable to such grant shall have been satisfied. With respect to each Participant receiving an Award of Restricted Share Units that is settled in shares of Common Stock, the underlying shares of Common Stock delivered upon the lapse of the restrictions associated with such Restricted Share Units may be evidenced in such manner, as the Committee, in its sole and absolute discretion, shall deem appropriate, including, without limitation, book entry registration or issuance of a stock certificate or certificates.

8.3 Restriction Period. In accordance with Sections 8.1 and 8.2 of the Plan and unless otherwise determined by the Committee (in its sole discretion) at any time and from time to time, Restricted Shares and Restricted Share Units shall only become unrestricted and vested in accordance with the vesting schedule relating to such Restricted Shares and Restricted Share Units, if any, as the Committee may establish in the relevant Award Agreement, which may be based on the lapse of a specified time period or periods or on the attainment of specified performance goals (the “Restriction Period”). During the Restriction Period, such Restricted Shares and the underlying shares of Common Stock with respect to the Restricted Share Units shall be and remain unvested and a Participant may not sell, assign, transfer, pledge, encumber or otherwise dispose of or hypothecate such Award. Upon satisfaction of the vesting schedule and any other applicable restrictions, terms and conditions, the Participant shall be entitled to receive payment of the Restricted Shares or a portion thereof, as the case may be, as provided in Section 8.5 of the Plan. Restricted Share Units may be paid in cash, shares of Common Stock or any combination thereof, as determined by the Committee. To the extent that any Restricted Share Award or Restricted Share Unit Award is intended to be a Performance Share or Performance Share Unit, such Award shall be subject to Article 9 (to the extent applicable).

8,4 Termination of Employment or Service. Except as otherwise set forth in this Plan, the terms relating to the treatment of an outstanding Restricted Share and/or Restricted Share Unit in the event of the Participant’s termination of employment or service with the Company or any of its Subsidiaries shall be determined by the Committee at the time of grant and shall be set forth in the applicable Award Agreement.

8.5 Payment of Restricted Share and Restricted Share Unit Grants. After the satisfaction and/or lapse of the restrictions, terms and conditions established by the Committee in respect of a grant of Restricted Shares, a new or additional certificate for the number of shares of Common Stock which are no longer subject (or deemed subject) to such restrictions, terms and conditions shall, as soon as practicable thereafter, be delivered to the Participant, if applicable. Restricted Share Units may be paid or settled in cash or in shares of Common Stock, or in combination thereof, as the Committee, in its sole discretion, shall determine and provide in the relevant Award Agreement.

8.6 Shareowner Rights. A Participant shall have, with respect to the shares of Common Stock underlying a grant of Restricted Shares (but not underlying a grant of Restricted Share Units), all of the rights of a shareowner of such shares (except as such rights are limited or restricted under the Plan or in the relevant Award Agreement). A Participant who holds Restricted Share Units shall only have those rights specifically provided for in the Award Agreement; provided, however, that in no event shall the Participant have voting rights with respect to such Award.

9. PERFORMANCE UNITS AND PERFORMANCE SHARE UNITS AND OTHER CASH-BASED AWARDS.

Exhibit 10.42

9.1 Terms and Conditions. Performance Units and Performance Share Units shall be subject to the terms and conditions set forth in this Section 9 and any additional terms and conditions, not inconsistent with the express provisions of the Plan, as the Committee shall set forth in the relevant Award Agreement.

9.2 Performance Unit and Performance Share Unit Grants. A grant of Performance Units is a notional Award of units (with each unit representing such monetary amount or value as is designated by the Committee in the Award Agreement) granted to a Participant, subject to such terms and conditions as the Committee deems appropriate, including, without limitation, the requirement that the Participant forfeit such units (or a portion thereof) in the event certain performance criteria or other conditions are not met within a designated period of time. A grant of Performance Share Units is an Award of actual or notional shares of Common Stock which entitle the Participant to a number of shares of Common Stock equal to the number of Performance Share Units upon achievement of specified performance goals and such other terms and conditions as the Committee deems appropriate.

9.3 Grants. Performance Units and Performance Share Units may be granted alone or in addition to any other Awards under the Plan. Subject to the terms of the Plan, the Committee shall determine the number of Performance Units and Performance Share Units to be granted to a Participant and the Committee may impose different terms and conditions on any particular Performance Units and Performance Share Units granted to any Participant.

9.4 Performance Goals and Performance Periods. Participants receiving a grant of Performance Units and Performance Share Units shall be entitled to payment in respect of such Awards if the Company and/or the Participant achieves specified performance goals (the “Performance Goals”) during and in respect of a designated performance period (the “Performance Period”). The Performance Goals and the Performance Period shall be established in writing by the Committee, in its sole discretion. The Committee shall establish Performance Goals for each Performance Period prior to, or as soon as practicable after, the commencement of such Performance Period. The Committee shall also establish a schedule or schedules for Performance Units and Performance Share Units setting forth the portion of the Award which will be earned or forfeited based on the degree of achievement, or lack thereof, of the Performance Goals at the end of the relevant Performance Period. In setting Performance Goals, the Committee may use, but shall not be limited to, such measures as: total shareowner return; net earnings growth; sales or revenue growth; cash flow; net sales; operating income; net income; net income per share (basic or diluted); earnings before or after any one or more of taxes, interest, depreciation and amortization; profitability as measured by return ratios (including return on invested capital, return on assets, return on equity, return on investment and return on sales); market share; cost reduction goals; margins (including one or more of gross, operating and net income margins); stock price; economic value added; working capital; and strategic plan development and implementation; or such other measure or measures of performance as the Committee, in its sole discretion, may deem appropriate. Such performance measures shall be defined as to their respective components and meaning by the Committee (in its sole discretion) and may be based on the attainment of specified levels of Company (or Subsidiary, division, or other operational or administrative department of the Company) performance relative to the performance of other corporations or based on individual participant Performance Goals.

9.5 Payment of Units. With respect to each Performance Unit and Performance Share Unit, the Participant shall, if the applicable Performance Goals have been achieved, or partially achieved, as determined by the Committee in its sole discretion, by the Company and/or the Participant during the relevant Performance Period, be entitled to receive payment in an amount equal to the designated value of each Performance Unit and Performance Share Unit times the number of such units so earned. Payment in settlement of earned Performance Units shall be made in cash as soon as practicable in the calendar year following the conclusion of the respective Performance Period. Payment in settlement of earned Performance Share Units shall be made in unrestricted Common Stock or in Restricted Shares, or any combination thereof, as the Committee in its sole discretion shall determine and provide in the relevant Award Agreement, and in any case as soon as practicable in the calendar year following the conclusion of the respective Performance Period.

Exhibit 10.42

9.6 Termination of Employment or Service. Unless otherwise determined by the Committee, if the Participant ceases to be an employee, Non-Employee Director or Service Provider before the end of any Performance Period due to the Participant’s death or Disability, such Participant (or the Participant’s legal representative or designated beneficiary) shall receive all of the amount which would have been paid to the Participant had the Participant continued as an employee, Non-Employee Director or Service Provider to the end of the Performance Period, payable at the same time as it would otherwise would have been paid in the absence of any such termination. Unless otherwise determined by the Committee, if a Participant ceases to be an employee, Non-Employee Director or Service Provider, in each case, of the Company or any of its Subsidiaries, for any other reason, any unpaid amounts for outstanding Performance Periods shall be forfeited.

9.7 Other Cash-Based Awards. The Committee may from time to time grant Other Cash-Based Awards to Participants in such amounts, on such terms and conditions, and for such consideration, including no consideration or such minimum consideration as may be required by applicable law, as it shall determine in its sole discretion. Other Cash- Based Awards may be granted subject to the satisfaction of vesting conditions or may be awarded purely as a bonus and not subject to restrictions or conditions, and if subject to vesting conditions, the Committee may accelerate the vesting of such Awards at any time in its sole discretion, subject to the limitations of the Plan. The grant of an Other Cash-Based Award shall not require a segregation of any of the Company’s assets for satisfaction of the Company’s payment obligation thereunder.

10. DEFERRAL ELECTIONS/TAX REIMBURSEMENTS. The Committee may permit or require a Participant to elect to defer receipt of any payment of cash or any delivery of shares of Common Stock or other item that would otherwise be due to such Participant by virtue of the exercise, settlement or payment of any Award made under the Plan. If any such election is permitted or required, the Committee may impose any restrictions it deems to be necessary or appropriate with respect to (i) any deferral election made with respect to an Award under the Plan and (ii) the timing of the payment of any deferred amounts, in each case, in order to cause such deferral election and payment timing to comply with the requirements of Section 409A of the Code. The Committee may also provide in the relevant Award Agreement for a tax reimbursement payment to be made by the Company in cash in favor of any Participant in connection with the tax consequences resulting from the grant, exercise, settlement, or payment of any Award made under the Plan.

11. DIVIDEND AND DIVIDEND EQUIVALENTS. As specified in the relevant Award Agreement, the Committee may provide that Awards (other than Stock Options and Stock Appreciation Rights) denominated in shares earn dividends or dividend equivalents; provided that dividends or dividend equivalents shall only be paid or accrued on Awards to the extent that such Awards are actually vested or earned.

12. NON-TRANSFERABILITY OF AWARDS. Except as provided below, no Award under the Plan or any Award Agreement, and no rights or interests herein or therein, shall or may be assigned, transferred, sold, exchanged, encumbered, pledged, or otherwise hypothecated or disposed of by a Participant or any beneficiary(ies) of any Participant, except by testamentary disposition by the Participant or the laws of intestate succession. No such interest shall be subject to execution, attachment or similar legal process, including, without limitation, seizure for the payment of the Participant’s debts, judgments, alimony, or separate maintenance. Except as provided below, during the lifetime of a Participant, Stock Options and Stock Appreciation Rights are exercisable only by the Participant or his or her legal representative. Notwithstanding the foregoing, the Committee may from time-to-time permit Awards to be transferable to “family members” (within the meaning of the General Instructions to Form S-8) subject to such terms and conditions as the Committee may impose and applicable law; provided, however, no Award may be transferred for value (as defined in the General Instructions to Form S-8). Any transfer contrary to this Section 12 will nullify the Award.

13. CHANGES IN CAPITALIZATION AND OTHER MATTERS.

13.1 No Corporate Action Restriction. The existence of the Plan, any Award Agreement and/or the Awards granted hereunder shall not limit, affect or restrict in any way the right or power of the Board or the shareowners of the Company to make or authorize (a) any adjustment, recapitalization, reorganization or other change in the Company’s or any Subsidiary’s capital structure or its business, (b) any merger, consolidation or change in the ownership of the Company or any Subsidiary, (c) any issue of bonds, debentures, capital, preferred or prior preference stocks ahead of or affecting the Company’s or any Subsidiary’s capital stock or the rights thereof, (d) any dissolution or liquidation of the Company or any Subsidiary, (e) any sale or transfer of all or any part of the Company’s or any Subsidiary’s assets or business, or (f) any other corporate act or proceeding by the Company or any Subsidiary. No Participant, beneficiary or any other person shall have any claim against any member of the

Exhibit 10.42

Board or the Committee, the Company or any Subsidiary, or any employees, officers, shareowners or agents of the Company or any Subsidiary, as a result of any such action.

13.2 Recapitalization Adjustments. In the event of a dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property) other than regular cash dividends, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, Change in Control or exchange of Common Stock or other securities of the Company, or other corporate transaction or event affects the Common Stock such that an adjustment is necessary or appropriate in order to prevent dilution or enlargement of benefits or potential benefits intended to be made available under the Plan, the Board shall equitably adjust (i) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or property) with respect to which Awards may be granted, (ii) the maximum share limitation set forth in Section 4.4, (iii) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or property) subject to outstanding Awards, and (iv) the exercise price with respect to any Stock Option or the Base Value with respect to any Stock Appreciation Right.

14. CHANGE IN CONTROL PROVISIONS.

14.1 Impact of Event. Notwithstanding any other provision of the Plan to the contrary and unless otherwise determined by the Committee prior to a Change in Control, including in any applicable Award Agreement, in the event of a Change in Control, outstanding Awards under the Plan shall be subject to the applicable treatment described in this Section 14.

14.1.1 Assumption of Outstanding Awards. In the event that outstanding Awards under the Plan are assumed, continued or substituted by the successor to the Company in connection with such Change in Control, such Awards shall be subject to the adjustment provisions of Section 13 and shall otherwise continue in effect with all of the terms and conditions of the Plan and the applicable Award Agreement. In the event that a Participant holding any such assumed, continued or substituted Awards experiences an involuntary termination of employment or service with the Company or its successor by the Company or its successor (as provided in an applicable Award Agreement or otherwise determined by the Committee or Board in its sole discretion), in either case, within two (2) years following such Change in Control, such Participant’s outstanding Awards shall become fully vested, exercisable and payable (as applicable) as of the date of such termination; provided, however, that to the extent any Award constitutes nonqualified deferred compensation, such Award shall not be payable until the date such Award would have been payable in the absence of this Section 14.1.1 if the acceleration of such payment would cause the tax consequences set forth in Section 409A(a)(1) of the Code to apply to such Award.

14.1.2 No Assumption of Outstanding Awards. In the event that outstanding Awards under the Plan are not assumed, continued or substituted by the successor to the Company in connection with such Change in Control, such Awards shall be subject to the following treatment:

i. Any Stock Options and Stock Appreciation Rights outstanding as of the date such Change in Control is determined to have occurred, and which are not then exercisable and vested, shall become fully exercisable and vested;

ii. The restrictions and deferral limitations applicable to any Restricted Shares shall lapse, and such Restricted Shares shall become free of all restrictions and become fully vested and transferable;

Exhibit 10.42

iii. All Performance Units and Other Cash-Based Awards shall be considered to be earned and payable in full (with all applicable Performance Goals deemed achieved at the greater of (A) the applicable target level and (B) the level of achievement of the Performance Goals for the Award as determined by the Committee no later than the date of the Change in Control, taking into account performance through the latest date preceding the Change in Control as to which performance can, as a practical matter, be determined (but not later than the end of the applicable Performance Period)), and any deferral or other restrictions shall lapse, and such Performance Units and Other Cash- Based Awards shall be settled in cash (with the value being determined by the Committee, in its sole discretion), and all Restricted Share Units and Performance Share Units shall become fully vested and payable, in each case, as promptly as is practicable on or following a Change in Control; provided, however, that in the event that a Change in Control does not constitute a “change in the ownership or effective control,” or a “change in the ownership of a substantial portion of the assets,” of the Company, in each case within the meaning of Section 409A(a)(2)(A)(v) of the Code, Performance Units, Other Cash-Based Awards, Restricted Share Units and Performance Share Units shall not be payable until the date such Other Cash-Based Awards, Performance Units, Restricted Share Units and Performance Share Units would have been payable in the absence of this Section 14.1.2 if the acceleration of such payment would cause the tax consequences set forth in Section 409A(a)(1) of the Code to apply to such Other Cash-Based Awards, Performance Units, Restricted Share Units and Performance Share Units; and

iv. The Committee may also make additional adjustments and/or settlements of outstanding Awards as it deems appropriate and consistent with the Plan’s purposes.

14.2 Change in Control Cash Out. Notwithstanding anything to the contrary in the Plan, if any Change in Control occurs, or with respect to Awards that are considered deferred compensation under Section 409A of the Code, in the event of a Change in Control that is also a “Change in Control Event” described in Section 409A(2)(A)(v) or otherwise under Section 409A of the Code, the Committee shall have the right, but not the obligation, to cancel each or any Participant’s Awards and to pay to each such affected Participant in connection with the cancellation of such Participant’s Awards, an amount equal to, in the case of Stock Options and/or Stock Appreciation Rights, the excess (if any) of a Change in Control Price (as defined below), as determined by the Board, of the Common Stock underlying any unexercised Stock Options or Stock Appreciation Rights (whether then exercisable or not) over the aggregate exercise price or Base Price (as applicable) of such unexercised Stock Options and/or Stock Appreciation Rights, and, in the case of any other Awards, the Change in Control Price, and make additional adjustments and/or settlements of other outstanding Awards as it determines to be fair and equitable to affected Participants. However, if the exercise price or Base Price (as applicable) per share of Common Stock under any outstanding Stock Option or Stock Appreciation Right is equal to or greater than the Change in Control Price, the Board may cancel such Award without the payment of any consideration. The treatment of the Awards under the Plan in connection with this Section 14.2 need not be uniform among Participants.

Upon receipt by any affected Participant of any such substitute Award (or payment) as a result of any such Change in Control, such Participant’s affected Awards for which such substitute Awards (or payment) were received shall be thereupon cancelled without the need for obtaining the consent of any such affected Participant.

For purposes of the Plan, “Change in Control Price” means the highest price per share of Common Stock paid in any transaction related to a Change in Control of the Company. To the extent that the consideration paid in any such transaction described above consists all or in part of securities or other non-cash consideration, the value of such securities or other non-cash consideration shall be determined in the good-faith discretion of the Board consistent with provisions of Section 409A of the Code and/or other applicable law.

Exhibit 10.42

14.3 Definition of Change in Control. For purposes of the Plan, a “Change in Control” shall mean the consummation of any of the following events:

i. An acquisition after the date hereof by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (a) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (b) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company or approved by the Incumbent Board (as defined below), (2) any increase in beneficial ownership of a Person as a result of any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, (4) any acquisition by an underwriter temporarily holding Company securities pursuant to an offering of such securities, or (5) any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of this Section 14.3; or

ii. A change in the composition of the Board such that the individuals who, as of the Effective Date of the Plan, constitute the Board (such Board shall be hereinafter referred to as the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this Section, that any individual who becomes a member of the Board subsequent to the Effective Date of the Plan, whose election, or nomination for election by the Company’s shareowners, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso), either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination shall be considered as though such individual were a member of the Incumbent Board; but, provided further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Board; or

iii. Consummation of a reorganization, merger or consolidation (or similar transaction), a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity; in each case, unless immediately following such transaction (1) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such transaction will beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from such transaction) will beneficially own, directly or indirectly, 20% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such transaction or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors, except to the extent that such ownership existed prior to the transaction, and (3) individuals who were members of the Incumbent Board at the time of the Board’s approval of the execution of the initial agreement providing for such transaction will constitute at least a majority of the members of the board of directors of the corporation resulting from such transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries); or

Exhibit 10.42

iv. The approval by the shareowners of the Company of a complete liquidation or dissolution of the Company.

Notwithstanding the foregoing, with respect to any Award that is characterized as nonqualified deferred compensation within the meaning of Section 409A of the Code, an event shall not be considered to be a Change in Control under the Plan for purposes of payment of such Award unless such event is also a “change in ownership,” a “change in effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code.

15. AMENDMENT, SUSPENSION, AND TERMINATION.

15.1 In General. The Board may suspend or terminate the Plan (or any portion thereof) at any time and may amend the Plan at any time and from time to time in such respects as the Board may deem advisable to ensure that any and all Awards conform to or otherwise reflect any change in applicable laws or regulations, or to permit the Company or the Participants to benefit from any change in applicable laws or regulations, or in any other respect the Board may deem to be in the best interests of the Company or any Subsidiary. No such amendment, suspension or termination shall (a) subject to Section 16.6, materially adversely affect the rights of any Participant under any outstanding Awards, without the consent of such Participant, (b) make any change that would disqualify the Plan, or any other plan of the Company or any Subsidiary intended to be so qualified, from the benefits provided under Section 422 of the Code, or any successor provisions thereto, or (c) except as contemplated by Section 13, increase the number of shares available for Awards pursuant to Section 4.2 without shareowner approval. In addition, the Company will obtain shareowner approval of any modification of the Plan or Awards to the extent required by applicable laws or regulations or the regulations of any stock exchange upon which the Common Stock is then listed that purport to (i) materially modify the requirements as to eligibility for participation in the Plan, or (ii) extend the termination date of the Plan.

15.2 No Repricing. Except as contemplated by Section 13, the terms of outstanding Awards may not be amended to reduce the exercise price of outstanding Stock Options or the Base Value of outstanding Stock Appreciation Rights or to cancel outstanding Stock Options or Stock Appreciation Rights in exchange for cash, other Awards or Stock Options or Stock Appreciation Rights with an exercise price or Base Price that is less than the exercise price or Base Price of the original Stock Options or Stock Appreciation Rights without shareowner approval.

15.3 Award Agreement Modifications. Subject to Section 15.1, the Committee may (in its sole discretion) amend or modify at any time and from time to time the terms and provisions of any outstanding Stock Options, Stock Appreciation Rights, Other Cash-Based Awards, Performance Units, Performance Share Units, Restricted Share Units, or Restricted Share grants, in any manner to the extent that the Committee under the Plan or any Award Agreement could have initially determined the restrictions, terms and provisions of such Stock Options, Stock Appreciation Rights, Other Cash-Based Awards, Performance Units, Performance Share Units, Restricted Share Units and/or Restricted Share grants, including, without limitation, changing or accelerating (a) the date or dates as of which such Stock Options or Stock Appreciation Rights shall become exercisable, (b) the date or dates as of which such Restricted Share grants or Restricted Share Units shall become vested, or (c) the performance period or goals in respect of any Other Cash-Based Awards, Performance Share Units or Performance Units. Subject to Section 16.6, no such amendment or modification shall, however, materially adversely affect the rights of any Participant under any such Award without the consent of such Participant. Notwithstanding the foregoing, without the consent of affected Participants, Awards may be amended or revised when necessary to avoid the imposition of additional tax under Section 409A of the Code.

Exhibit 10.42

16. MISCELLANEOUS.

16.1 Tax Withholding. The Company shall have the right to deduct from any payment or settlement under the Plan, including, without limitation, the exercise of any Stock Option or Stock Appreciation Right, or the delivery, transfer or vesting of any Common Stock or Restricted Shares, up to the maximum statutorily required domestic or foreign federal, state, local or other taxes of any kind which the Committee, in its sole discretion, deems necessary to be withheld to comply with the Code and/or any other applicable law, rule or regulation. Shares of Common Stock may be used to satisfy any such tax withholding. Such shares of Common Stock shall be valued based on the Fair Market Value of such shares as of the date the tax withholding is required to be made, such date to be determined by the Committee. In addition, the Company shall have the right to require payment from a Participant to cover any applicable withholding or other employment taxes due upon any payment or settlement under the Plan.

16.2 No Right to Employment or Service. Neither the adoption of the Plan, the granting of any Award, nor the execution of any Award Agreement, shall confer upon any employee, Non-Employee Director or Service Provider of the Company or any Subsidiary any right to continued employment or service with the Company or any Subsidiary, as the case may be, nor shall it interfere in any way with the right, if any, of the Company or any Subsidiary to terminate the employment of any employee or service of any Non-Employee Director or Service Provider at any time for any reason.

16.3 Unfunded Plan. The Plan shall be unfunded, and the Company shall not be required to segregate any assets in connection with any Awards under the Plan. Any liability of the Company to any person with respect to any Award under the Plan or any Award Agreement shall be based solely upon the contractual obligations that may be created as a result of the Plan or any such Award Agreement. No such obligation of the Company shall be deemed to be secured by any pledge of, encumbrance on, or other interest in, any property or asset of the Company or any Subsidiary. Nothing contained in the Plan or any Award Agreement shall be construed as creating in respect of any Participant (or beneficiary thereof or any other person) any equity or other interest of any kind in any assets of the Company or any Subsidiary or creating a trust of any kind or a fiduciary relationship of any kind between the Company, any Subsidiary and/or any such Participant, any beneficiary thereof or any other person.

16.4 Payments to a Trust. The Committee is authorized to cause to be established a trust agreement or several trust agreements or similar arrangements from which the Committee may make payments of amounts due or to become due to any Participants under the Plan.

16.5 Other Company Benefit and Compensation Programs. Payments and other benefits received by a Participant under an Award made pursuant to the Plan shall not be deemed a part of a Participant’s compensation for purposes of the determination of benefits under any other employee welfare or benefit plans or arrangements, if any, provided by the Company or any Subsidiary unless expressly provided in such other plans or arrangements, or except where the Board expressly determines in writing that inclusion of an Award or portion of an Award should be included to accurately reflect competitive compensation practices or to recognize that an Award has been made in lieu of a portion of competitive annual base salary or other cash compensation. Awards under the Plan may be made in addition to, in combination with, or as alternatives to, grants, awards or payments under any other plans or arrangements of the Company or its Subsidiaries. The existence of the Plan notwithstanding, the Company or any Subsidiary may adopt such other compensation plans or programs and additional compensation arrangements as it deems necessary to attract, retain and motivate employees.

16.6 Listing, Registration and Other Legal Compliance. No Awards or shares of the Common Stock shall be required to be issued or granted under the Plan unless legal counsel for the Company shall be satisfied that such issuance or grant will be in compliance with all applicable securities laws and regulations and any other applicable laws or regulations. The Committee may require, as a condition of any payment or share issuance, that certain agreements, undertakings, representations, certificates, and/or information, as the Committee may deem necessary or advisable, be executed or provided to the Company to assure compliance with all such applicable laws or regulations. Certificates for shares of the Restricted Shares and/or Common Stock delivered under the Plan may be subject to such stock-transfer orders and such other restrictions as the Committee may deem advisable under the rules, regulations, or other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable laws. In addition, if, at any time specified herein (or in any Award Agreement or otherwise) for (a) the making of any Award, or the making of any determination, (b) the issuance or other distribution of Restricted Shares and/or Common Stock, or (c) the payment of amounts to or through a Participant with respect to any Award, any law, rule, regulation or other requirement of any governmental

Exhibit 10.42

authority or agency shall require either the Company, any Subsidiary or any Participant (or any estate, designated beneficiary or other legal representative thereof) to take any action in connection with any such determination, any such shares to be issued or distributed, any such payment, or the making of any such determination, as the case may be, shall be deferred until such required action is taken. With respect to Section 16 Officers, transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 promulgated under the Exchange Act. In addition, the Company or Committee may, at the time of grant or thereafter, impose additional or different conditions or take other actions with respect to Awards made to Participants in countries outside of the United States of America, to the extent required or made advisable by applicable laws and regulations.

16.7 Award Agreements. Each Participant receiving an Award under the Plan shall enter into an Award Agreement with the Company in a form specified by the Committee. Each such Participant shall then agree to the restrictions, terms and conditions of the Award set forth therein and in the Plan. An Award Agreement may provide that, notwithstanding any other provision in this Plan to the contrary, if the Participant breaches provisions in the Award Agreement during or after the Participant’s employment, then the Participant will forfeit and/or repay all Awards (whether unvested or vested) and profits realized in connection therewith.

16.8 Designation of Beneficiary. Each Participant to whom an Award has been made under the Plan may designate a beneficiary or beneficiaries to exercise any Award or to receive any payment which under the terms of the Plan and the relevant Award Agreement may become exercisable or payable on or after the Participant’s death. At any time, and from time to time, any such designation may be changed or cancelled by the Participant without the consent of any such beneficiary. Any such designation, change, or cancellation must be on a form provided for that purpose by the Committee and shall not be effective until received by the Committee. If no beneficiary has been designated by a deceased Participant, or if the designated beneficiaries have predeceased the Participant, the beneficiary shall be the Participant’s estate. If the Participant designates more than one beneficiary, any payments under the Plan to such beneficiaries shall be made in equal shares unless the Participant has expressly designated otherwise, in which case the payments shall be made in the shares designated by the Participant.

16.9 Leaves of Absence/Transfers. The Committee shall have the power to promulgate rules and regulations and to make determinations, as it deems appropriate, under the Plan in respect of any leave of absence from the Company or any Subsidiary granted to a Participant. Without limiting the generality of the foregoing, the Committee may determine whether any such leave of absence shall be treated as if the Participant has terminated employment or service with the Company or any such Subsidiary. If a Participant transfers within the Company, or to or from any Subsidiary, such Participant shall not be deemed to have terminated employment or service as a result of such transfers.

16.10 Governing Law. The Plan and all actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to the principles of conflict of laws thereof. Any titles and headings herein are for reference purposes only, and shall in no way limit, define or otherwise affect the meaning, construction or interpretation of any provisions of the Plan.

16.11 Effective Date. The Plan shall be effective as of February 18, 2022 (the “Effective Date”) subject to approval by the shareowners of the Company. Prior to such shareowner approval, the Committee may grant Awards conditioned on shareowner approval. If such shareowner approval is not obtained at or before the first annual meeting of shareowners to occur after the adoption of the Plan by the Board (including any adjournments or postponements thereof), the Plan and any Awards made thereunder shall terminate ab initio and be of no further force and effect. In no event shall awards be granted under the Plan after February 18, 2032 (or such earlier date that the Plan may be terminated by the Board), but the term and exercise of Awards granted theretofore may extend beyond that date.

16.12 Section 409A of the Code. The Plan is intended to comply with the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. To the extent that any Award is subject to Section 409A of the Code, it shall be paid in a manner that will comply with Section 409A of the Code, including the final treasury regulations or any other official guidance issued by the Secretary of the Treasury or the Internal Revenue Service with respect thereto. Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s) of nonqualified deferred compensation (within the meaning of Section 409A of the Code) that are otherwise required to be made under the Plan to a “specified employee” (as defined under Section 409A of the Code) as a result of such employee’s separation from service (other than a payment that is not subject to Section 409A of the Code) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead

Exhibit 10.42

be paid (in a manner set forth in the Award Agreement) upon expiration of such delay period. Any provision of the Plan that is inconsistent with Section 409A of the Code shall be deemed to be amended to comply with Section 409A of the Code and to the extent such provision cannot be amended to comply therewith, such provision shall be null and void.

16.13 Recoupment of Awards. A Participant’s rights with respect to any Award hereunder shall in all events be subject to (i) any right that the Company may have under any Company recoupment policy or other agreement or arrangement with a Participant, including pursuant to any applicable Award Agreement, or (ii) any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission.

KELLANOVA

Exhibit 10.43

Kellanova

Corporate Aircraft Policy

Purpose

The objective of this policy is to provide the criteria and procedures to ensure efficiency and optimization of Kellanova’s business aircraft use worldwide while meeting the applicable standards for safety and operations in a cost-effective manner. The standards herein also apply to US and International initiated charter flights to ensure compliance with operational standards, insurance, and aviation regulations.

Intent

Use the corporate aircraft in the most responsible and cost-effective manner while creating efficiencies in the business including time savings and effective deployment of resources.

Requirements

All aircraft reservations, both corporate and charter, must be sourced and booked through Corporate Services.

Request for charter use must come from an Executive Committee (“ExCom”) member. Approval for requests must come from the CEO’s office.

Process

ExCom members may reserve use of the aircraft provided that the business need is in compliance with this Guidance.

To initiate a request, the ExCom member must contact Corporate Services with a proposed trip itinerary including dates of travel, destination, number of passengers, and purpose of the trip for each passenger. Corporate Services will review the availability of Kellanova aircraft and initiate trip planning.

Corporate Services will provide an operational itinerary to the requestor for review and confirmation. Approved flights will be reserved by Corporate Services based on the itinerary provided.

•Key contact: Theresa Lyons ******

For charter requests:

When the Kellanova aircraft is not available or additional aircraft are needed, Corporate Services will request trip planning from our Procurement approved and globally networked provider. Corporate Services will provide an operational itinerary including trip costs to the requestor for review and confirmation.

Exhibit 10.43

Actual charter costs when invoiced will be charged to the requesting leaders cost center(s).

Considerations for Kellanova Aircraft Requests for Business Use

Business Use – Flights which are primarily to achieve the business goals of the Company, such as plant visits, conferences, and meetings with business associates. Business flights include both Kellogg and third-party board meetings, which are integral to Company operations.

Destination – Where commercial travel is readily available that should be the first consideration.

Unique Need – The ExCom member should always consider the existence of “unique need” first which drives the consideration for use of the corporate aircraft. The below items are examples of “unique need” for a qualifying trip.

Multiple Location Trip – The ExCom members schedule demands the efficiency of point-to-point air transportation which enables attendance at multiple engagements at separate distant locations in a defined period of time.

•Multiple Plant visits in a single or over multiple days

Destination – The trip is destined for a location where commercial travel is not readily available, requires multiple connecting commercial flights, extended ground transportation time, and/or where a local arrival location adds value to time and resource deployment.

•Locations with limited commercial coverage for Destination consideration include as examples:

o Bentonville, Arkansas

Schedule Demands/Employee Time – The ExCom members schedule demands an effective use of time to insure productivity by providing for a short trip window and a dedicated return flight time for single day travel.

Resource Deployment – Where a significant number of employees are traveling to the same ExCom level engagement which adequately fills aircraft seating, providing a business benefit for Kellanova Aircraft travel and with other “unique need” considerations met.

Non-business Aircraft Use

Requests for use of the corporate aircraft for flights which are primarily non-business, excluding consideration of personal guests on such business flights, will be limited to the travel of the CEO. All requests for non- business use of the aircraft must be made through Corporate Services and business use of the aircraft will be prioritized over personal flights. Corporate Service will advise as to whether the aircraft is available for the requested time. When a flight and/or passengers on a flight are classified as for non-business use, the Company will notify the

Exhibit 10.43

employee of the personal tax implications and the amount, if any, which must be reimbursed by the employee for such flights.

The Company will not make tax gross up payments for non-business use of the corporate aircraft. The CEO will be limited to $195,000 per year of non-business corporate aircraft travel, calculated at the aggregate incremental cost method to the Company. Where the CEO must maintain an open line of communications and would adjust his personal travel plans as needed, any non-business flights may be reimbursed up to the maximum allowable amounts.

The CEO, or other employees, may invite guests such as spouse or family members, on business travel so long as the primary purpose of the trip is for Kellanova Business.

Continuity of the Company

To limit risk and address continuity of the organization:

No more than two (2) of the following roles can be in one charter aircraft at the same time:

•Chairman & CEO

•CFO

•President KNA

No more than six (6) Executive Committee members can be in one aircraft at the same time.

Aircraft Operating Standards and Pilot Authority

The Company recognizes and acknowledges the professional judgment of the Pilot-in-Command (PIC) for each flight. The PIC of a flight has the ultimate authority over the safe operation of that flight. This authority cannot be ceded to any other employee or passenger, regardless of title or position within the company, or its Board of Directors. The PIC shall report to the Corporate Services the name of any passenger who attempts to overrule the PIC’s decision, and that person will be subject to disciplinary action, including, but not limited to, restrictions on his/her travel on Company aircraft and could include termination of his/her employment.

Exhibit 10.44

PRIVATE AGREEMENT SUBJECT TO CONDITION PRECEDENT BY AND BETWEEN GOLLEK SERVICIOS, S.C. (THE "COMPANY" OR "GOLLEK") AND VICTOR HUGO MARROQUIN CADE HEREINAFTER JOINTLY REFERRED TO AS "THE PARTIES" PURSUANT TO THE FOLLOWING RECITALS AND CLAUSES.

RECITALS

A.That pursuant to the application process registered under tracking number 6383249 and unique application process number 4614160 filed before the Ministry of the Interior, National Institute of Migration, Representative Office of the INM {National Institute of Migration, by its Spanish acronym), Office of the Assistant Manager of Immigration Regulation, Mr. VICTOR HUGO MARROQUIN CADE, is applying for temporary residence with work permit to undertake paid activities in order to provide his services with GOLLEK SERVICIOS, S.C., provision of which the parties will formalize in the Employment Contract which shall be signed by the parties once said permit is issued and which will indicate that Mr. VICTOR HUGO MARROQUIN CADE will hold the position of VP & GENERAL MANAGER MEXICO and will receive a gross monthly salary equal to the amount of $509,733.00 (five hundred nine thousand seven hundred thirty three pesos 00/100 Local Currency).

A.That the Parties have agreed that once the work visa is approved by the corresponding authority and after having signed the corresponding employment contract with GOLLEK SERVICIOS, S.C., they will ratify the content and scope of this agreement, and will be bound to include the following statement as part of the recitals:

"The Parties declare that the general employment conditions agreed to with Gollek Servicios, S.C. have been provided for pursuant to what is agreed between Worker and Employer and that with the exception of the amounts subject to condition precedent in this document, at the time of signing this document there is no benefit or right on any kind or nature, including labor related, to claim from the Company or any other affiliate or related company in Mexico or abroad including Kellogg de Centro America, S.A. (legally incorporated company in the Republic of Guatemala) as previous employer; without prejudice to the rights that arise from the new employment relationship entered into with Gollek Servicios, S.C.".

A.That it is the Parties' will to undertake a commitment that results in a one-time-only payment obligation, but subject to the signing of the employment contract with the Company, to the ratification of this agreement, and to a condition precedent; that is: the Parties agree that the Company shall not have any obligation whatsoever to make the payment, unless: i) the Employment Contract is signed with Gollek Servicios, S.C., ii) this agreement is ratified in terms of its content and scope, and iii) the circumstances mentioned in the first clause hereto are verified, and iv) none of the circumstances mentioned in the second clause hereto have occurred.

A.The Parties agree that once VICTOR HUGO MARROQUIN CADE signs the employment contract with GOLLEK SERVICIOS, S.C., and ratifies the content and scope of this agreement, in the event of the de facto 3ssumptions mentioned in the first clause being

Exhibit 10.44

accomplished and pursuant to the terms agreed to hereto, in addition to the payment of benefits that may correspond to VICTOR HUGO MARROQUIN CADE for the termination of employment in accordance with the Federal Labor Law (such as vacation days, vacation bonus, year-end bonus, and seniority benefits) plus the amount that may correspond to him by reason of indemnification in the case of dismissal without cause, VICTOR HUGO MARROQUIN CADE may be eligible to receive from GOLLEK SERVICIOS, S.C. a one-time-only gratuity, same as which is detailed in the first clause hereto. Moreover, as an employee of GOLLEK SERVICIOS, S.C., VICTOR HUGO MARROQUIN CADE may be eligible, and if applicable, may be the beneficiary of the early retirement in terms of the applicable and current private plan of GOLLEK SERVICIOS, S.C.

CLAUSES

FIRST. Both parties agree that VICTOR HUGO MARROQUIN CADE may be eligible to receive from his one and only employer, GOLLEK SERVICIOS, S.C., the net amount of US$989,165.18 (nine hundred eighty-nine thousand one hundred sixty-five dollars of the United States of America 18/100), which shall be payable in Mexican pesos at the current exchange rate on the payment date, that is, GOLLEK SERVICIOS, S.C. shall be obligated to make the payment in such a way that the amount to be received by VICTOR HUGO MARROQUIN CADE is a net amount. which means that the taxes generated at the time of the payment shall be covered by GOLLEK SERVICIOS, S.C., in addition to the amount that may correspond to him by reason of indemnification in the case of dismissal without cause, pursuant to the Mexican labor and employment legislation. Said amount shall be delivered as a one-time-only gratuity at the time of signing the Termination Agreement (described in section b) below), subject to and as long as each and every one of the conditions detailed below are fully and duly complied with:

a.That the employment relationship with VICTOR HUGO MARROQUIN CADE is terminated without cause, this being that the Company has no justified cause to rescind or terminate the employment without incurring in liability with VICTOR HUGO MARROQUIN CADE, pursuant to the Federal Labor Law.

For the purposes of this agreement, the following include but are not limited to the circumstances considered as dismissals without just cause for the purposes of the employment termination of VICTOR HUGO MARROQUIN CADE:

i.The closing down of the Company which results in the termination of the employment relationship with VICTOR HUGO MARROQUIN CADE.

ii.That by prior mutual agreement bet ween the parties, VICTOR HUGO MARROQUIN CADE is immediately or simultaneously with the termination of employment with GOLLEK SERVICIOS, S.C., hired as an employee by another company affiliated or related to the Company, which will be carried out in pay conditions equal to those received by VICTOR HUGO MARROQUIN CADE during his relationship with the Company. It is the parties' agreement that in the event that VICTOR HUGO MARROQUIN CADE is hired by another affiliated or related company in Mexico or abroad, the termination and execution of the new employment relationship will be carried out as follows:

Exhibit 10.44

1.With GOLLEK SERVICIOS, S.C. - pursuant to the Federal Labor Law and covering the applicable indemnifications due to a termination without cause that correspond to the time worked with said employer.

2.The payment obligation of the amount mentioned in the first clause will also be due and payable at the time of the termination with GOLLEK SERVICIOS, S.C.

3.The employment relationship with the new employer shall be completely new and autonomous, for which there shall be no recognition of seniority and/or years of service with GOLLEK SERVICIOS, S.C., nor with any other entity of the group.

iii.The mental of physical impairment or express disability of the worker, which makes the performance of the work impossible.

iv.A poor performance in terms of the Company's policies.

v.The restructuring or elimination of the position.

vi.The death of VICTOR HUGO MARROQUIN CADE.

b.That the termination of the employment relationship is formalized by mutual agreement through the execution of a termination agreement (the "Termination Agreement") duly signed by both parties, and if required by GOLLEK SERVICIOS, S.C., said agreement shall be ratified before the corresponding labor authorities.

For the purposes of the previous paragraph, it is hereby established that the parties' consent to execute the termination agreement shall not be improperly withheld or conditioned, except by the terms and conditions agreed to in this instrument. In terms of the first paragraph of this clause, if at the time of the termination of the employment relationship with GOLLEK THERE IS NO AGREEMENT on whether said termination results in the right or to indemnification or lack thereof for dismissal without cause, the "termination agreement" shall be executed with regard to any other corresponding benefit (vacations, year-end bonus, etc.) and this assumption of the condition that results in the agreed one-time-only payment shall be considered as complied with; setting aside and excluding from the termination agreement any indemnification claim by reason of a dismissal without cause.

c.The Termination Agreement shall at least include the following commitments by VICTOR HUGO MARROQUIN CADE:

i.Confidentiality Obligations regarding the information he received or to which he had access because of his relationship with the Company or any of the affiliated or related companies in Mexico or abroad.

ii.Non-Compete and Non-Solicitation Obligations for a twenty-four (24) month period beginning on the date the Termination Agreement is signed. Non-solicitation being the offering of employment or recruitment of employees and/or officers of the Company or its affiliated or related companies, commonly known as non-solicitation. A model clause that would be incorporated to the Termination Agreement is hereby attached as "Annex B".

iii.Being subject to an audit by the Company for the purpose of carefully analyzing the management of Mr. VICTOR HUGO M ARROQUIN CADE, and verifying the non

Exhibit 10.44

existence of direct, express, and verified liability in terms of the paragraphs provided for in article 47 and other applicable articles of the Federal Labor Law.

SECOND. VICTO R HUGO MARROQUIN CADE hereby acknowledges and accepts that for any pertinent purposes, this payment commitment subject to condition precedent shall not have any effects and/or will cease to have them and will not become due or become subject matter of a claim against GOLLEK SERVICIOS, S.C. at any time or place. if any of the following circumstances occurs:

a.That the termination of the employment relationship results as a voluntary resignation of VICTOR HUGO MARROQUIN CADE.

i.The only exception to this scenario shall be the provisions of subsection ii of section a. of the First Clause of this Agreement and that VICTOR HUGO MARROQUIN CADE opts for the early retirement plan in terms of the applicable guidelines of said program in Gollek Servicios, S.C.

b.That the termination of the employment relationship is a result of VICTOR HUGO MARROQUIN CADE incurring in any of the causes of rescission of the employment relationship without liability to the Company (commonly known as termination with cause or just cause) established in the applicable labor legislation.

For purposes of clarity in terms of the scope of the previous paragraph, the following include but are not limited to cases of termination of employment for cause or just cause:

i.Directly and intentionally causing serious injuries to the Company and its affiliated or related companies during the performance of his activities and in the development of his management.

ii.Committing fraud and/or theft against the Company and/or its affiliated or relate d companies.

iii.Committing immoral acts or sexual harassment against any person in the workplace or outside of it.

iv.Unjustified absence of work.

v.Revealing trade secrets or revealing confidential matters to the detriment of the Company.

vi.Any other circumstance stipulated by the Federal Labor Law.

c.That the termination of the employment relationship with VICTOR HUGO MARROQUIN CADE is not formalized in terms of the Termination Agreement of the employment relationship described in the first clause, sections b) and c) because VICTOR HUGO MARROQUIN CADE unjustifiably refuses to sign it.

THIRD. In the event that the terms and conditions listed in the first clause are fully complied with and none of the scenarios described in the second clause above exist and/or have occurred, it is hereby established that GOLLEK SERVICIOS, S.C. will give VICTOR HUGO MARROQUIN CADE the net amount of US$989,16S.18 dollars (nine hundred eighty-nine thousand one hundred sixty-five dollars of the United States of America 18/100), which shall be payable in Mexican pesos at the current exchange rate on the date of payment, that is,

Exhibit 10.44

GOLLEK SERVICIOS, S.C. shall be obligated to make the payment in such a way that the amount to be received by VICTOR HUGO MARROQUIN CADE is net. which means that the taxes generated at the time of payment shall be covered by GOLLEK SERVICIOS. S.C. Said amount will be given as a one-time-only gratuity at the time of signing the respective agreement, in which case VICTOR HUGO MARROQUIN CADE is bound to provide the corresponding receipt of severance payment and release of responsibilities.

FOURTH. VICTOR HUGO MARROQUIN CADE expresses his complete satisfaction with the values established in this document, its payment terms and conditions, and his upmost understanding and acceptance that this amount will only be covered by GOLLEK SERVICIOS, S.C. if and only if each and every one of the conditions established and described in the first clause are met and as long as none of the causes or circumstances listed in the second clause hereto occurs or has occurred.

Moreover, VICTOR HUGO MARROQUIN CADE agrees to maintain the strictest confidentiality regarding the content and scope of this document.

FIFTH. The parties declare that, in this Agreement , there has been no injury, malice, violence, error, or any other vice that could affect its existence or validity, including the express manifestation that there is not waiver of rights or unilateral diminishment of work conditions and the Parties hereby reiterate that everything that is hereby included is the product of a free and conscious agreement between the parties and that they are satisfied with the totality of its terms.

SIXTH. For the execution and/or any controversy that arises from the interpretation of this document, the parties agree that the resolution thereof shall be in accordance with the applicable legislation, before the competent courts of the City of Santiago de Queretaro, Queretaro, Mexico, hereby waiving to any other venue that may correspond to the parties by reason of their current or future domiciles.

THIS PRIVATE AGREEMENT SUBJECT TO CONDITION PRECEDENT IS SIGNED ON OCTOBER 21, 2020 IN THE CITY OF SANTIAGO DE QUERETARO, MEXICO.


ON BEHALF OF THE "COMPANY"						ON HIS OWN BEHALF
/s/ CRISTIAN COLIN VAZQUEZ						/s/ VICTOR HUGO MARROQUIN CADE
CRISTIAN COLIN VAZQUEZ						VICTOR HUGO MARROQUIN CADE

ANNEX B

"Model Confidentiality and Non-Compete Clause"

THE WORKER expressly agrees that beginning on the termination of the employment relationship with the EMPLOYER, whether directly or indirectly, on his own account or on behalf of another person, for a period of twenty-four (24) months following said termination,

Exhibit 10.44

for any reason {the "Restriction Period") he shall not: (A) persuade or attempt to persuade any agent, service provider, client, or contractor, or any other person who has a commercial relationship with the EMPLOYER and/or any of its subsidiaries, affiliates, divisions, and/or related companies to cease to conduct business with the EMPLOYER and/or any of its subsidiaries, affiliates, divisions, and/or related companies, reduce the amount of business historically carried out with the EMPLOYER, or otherwise adversely alter the commercial relationships with the EMPLOYER and/or any of its subsidiaries, affiliates, divisions, and/or related companies, or accept to carry out any kind of business with said person; (B) commit to any business, acquire any interest in any business, or become an agent, moneylender, member, officer, partner, director, employee, investor, owner, consultant, representative, independent contractor or act in any other capacity in any business that provides similar products or services or that are in relation to or for the purposes of the production, distribution and/or marketing of cereals, cereal bars, tarts, chips, snacks and/or cookies in the United Mexican States, Colombia, Guatemala, Brazil, United States of America, or anywhere in the world where the EMPLOYER and/or any of its subsidiaries, affiliates, divisions, and/or related companies has offices, manufacturing plants, or establishments in which the EMPLOYER sells its products or services {the "Restricted Territory").

During the Restriction Period, the WORKER shall also be prevented from employing {or soliciting employees), compromising, offering, inducing, recruiting, influencing, or attempting to influence in any way any of the independent contractors, employees, or staff who have been employed by the EMPLOYER and/or any of its subsidiaries, affiliates, divisions, and/or related companies at any time during two (2) years following the date of termination of the employment relationship with the EMPLOYER.

***

Exhibit 10.45

CLAWBACK POLICY

Kellanova

Kellanova (the “Company”) believes that it is in the best interests of the Company and its shareowners to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Company’s Board of Directors (the “Board”) has therefore adopted this policy, which provides for the recoupment of certain executive compensation in the event that the Company is required to prepare an accounting restatement of its financial statements due to material noncompliance with any financial reporting requirement under the federal securities laws (this “Policy”). This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the rules promulgated thereunder, and the listing standards of the national securities exchange on which the Company’s securities are listed.

ADMINISTRATION

This Policy shall be administered by the Compensation and Talent Management Committee of the Board (the “Committee”). Any determinations made by the Committee shall be final and binding on all affected individuals.

COVERED EXECUTIVES

This Policy applies to the Company’s current and former executive officers (as determined by the Committee in accordance with Section 10D of the Exchange Act, the rules promulgated thereunder, and the listing standards of the national securities exchange on which the Company’s securities are listed) (collectively, the “Covered Executives”). This Policy shall be binding and enforceable against all Covered Executives.

RECOUPMENT; ACCOUNTING RESTATEMENT

In the event that the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements (i) that is material to the previously issued financial statements, or (ii) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (each an “Accounting Restatement”), the Committee will reasonably promptly require reimbursement or forfeiture of the Overpayment (as defined below) received by any Covered Executive (x) after beginning service as a Covered Executive, (y) who served as a Covered Executive at any time during the performance period for the applicable Incentive-Based Compensation (as defined below), and (z) during the three (3) completed fiscal years immediately preceding the date on which the Company is required to prepare an Accounting Restatement and any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three (3) completed fiscal years.

INCENTIVE-BASED COMPENSATION

Exhibit 10.45

For purposes of this Policy, “Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure, including, but not limited to: (i) non-equity incentive plan awards that are earned solely or in part by satisfying a financial reporting measure performance goal; (ii) bonuses paid from a bonus pool, where the size of the pool is determined solely or in part by satisfying a financial reporting measure performance goal; (iii) other cash awards based on satisfaction of a financial reporting measure performance goal; (iv) restricted stock, restricted stock units, stock options, stock appreciation rights, and performance share units that are granted or vest solely or in part based on satisfaction of a financial reporting measure performance goal; and (v) proceeds from the sale of shares acquired through an incentive plan that were granted or vested solely or in part based on satisfaction of a financial reporting measure performance goal.

Compensation that would not be considered Incentive-Based Compensation includes, but is not limited to: (i) salaries; (ii) bonuses paid solely based on satisfaction of subjective standards, such as demonstrating leadership, and/or completion of a specified employment period; (iii) non-equity incentive plan awards earned solely based on satisfaction of strategic or operational measures; and (iv) discretionary bonuses or other compensation that is not paid from a bonus pool that is determined by satisfying a financial reporting measure performance goal.

A financial reporting measure is: (i) any measure that is determined and presented in accordance with the accounting principles used in preparing financial statements, or any measure derived wholly or in part from such measure or (ii) stock price and total shareholder return. A financial reporting measure is not required to be presented within the Company’s financial statements or included in a filing with the U.S. Securities and Exchange Commission to qualify as a financial reporting measure. Financial reporting measures include, but are not limited to: net sales, operating profit, net income or earnings per share, net cash provided by operating activities; financial ratios; earnings before interest, taxes, depreciation and amortization; liquidity measures; and return measures.

OVERPAYMENT: AMOUNT SUBJECT TO RECOVERY

The amount to be recovered will be the amount of Incentive-Based Compensation received that exceeds the amount of Incentive-Based Compensation that otherwise would have been received had it been determined based on the restated amounts, and must be computed without regard to any taxes paid (the “Overpayment”). Incentive-Based Compensation is deemed “received” in the Company’s fiscal period during which the financial reporting measure specified in the incentive-based compensation award is attained, even if the vesting, payment or grant of the incentive-based compensation occurs after the end of that period.

For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in the Accounting Restatement, the amount must be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was received, and the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the exchange on which the Company’s securities are listed.

METHOD OF RECOUPMENT

Exhibit 10.45

The Committee will determine, in its sole discretion, the method or methods for recouping any Overpayment hereunder which may include, without limitation:

•requiring reimbursement of cash Incentive-Based Compensation previously paid;

•seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards granted as Incentive-Based Compensation;

•offsetting any or all of the Overpayment from any compensation otherwise owed by the Company to the Covered Executive;

•cancelling outstanding vested or unvested equity awards; and/or

•taking any other remedial or recovery action permitted by law, as determined by the Committee.

For the avoidance of doubt, any action by the Company to recover reimbursement of Incentive-Based Compensation under this Policy from a Covered Executive shall not, whether alone or in combination with any other action, event or condition, be deemed (i) “good reason” for resignation or to serve as a basis for a claim of constructive termination under any benefits or compensation arrangement applicable to such Covered Executive, or (ii) to constitute a breach of a contract or other arrangement to which such Covered Executive is party or otherwise subject.

LIMITATION ON RECOVERY; NO ADDITIONAL PAYMENTS

The right to recovery will be limited to Overpayments received during the three (3) completed fiscal years prior to the date on which the Company is required to prepare an Accounting Restatement (such date shall be the earlier to occur of (i) the date the Board, a committee of the Board or the officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement) and any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three (3) completed fiscal years.

In no event shall the Company be required to award Covered Executives an additional payment if the restated or accurate financial results would have resulted in a higher Incentive- Based Compensation payment.

NO INDEMNIFICATION

The Company shall not indemnify any Covered Executives against the loss of any incorrectly awarded Incentive-Based Compensation.

INTERPRETATION

The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and the applicable rules or standards adopted by the Securities and Exchange Commission or any national securities exchange on which the Company’s securities are listed.

Exhibit 10.45

EFFECTIVE DATE

This Policy shall be effective as of the date it is adopted by the Board (the “Effective Date”) and shall apply to Incentive-Based Compensation (including Incentive-Based Compensation granted pursuant to arrangements existing prior to the Effective Date). Notwithstanding the foregoing, this Policy shall only apply to Incentive-Based Compensation received (as determined pursuant to this Policy) on or after the effective date of Section 303A.14 of the NYSE Listed Company Manual (October 2, 2023).

AMENDMENT; TERMINATION

The Board may amend this Policy from time to time in its discretion. The Board may terminate this Policy at any time.

OTHER RECOUPMENT RIGHTS

The Board intends that this Policy will be applied to the fullest extent of the law. The Committee may require that any employment or service agreement, cash-based bonus plan or program, equity award agreement, or similar agreement entered into on or after the adoption of this Policy shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement, cash-based bonus plan or program, or similar agreement and any other legal remedies available to the Company (including, without limitation, pursuant to Section 304 of the Sarbanes-Oxley Act of 2002, as amended); provided, however, that the foregoing is not intended to provide for duplicative recovery(ies) unless otherwise required by law.

IMPRACTICABILITY

The Committee shall recover any Overpayment in accordance with this Policy except to the extent that the Committee determines such recovery would be impracticable because:

(A) The direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered;

(B) Recovery would violate home country law of the Company where that law was adopted prior to November 28, 2022; or

(C) Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.

SUCCESSORS

This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.

Exhibit 21.01

KELLANOVA SUBSIDIARIES

(COMMON STOCK OWNERSHIP)


Kellanova Subsidiaries			State or Other Jurisdiction of Incorporation
545 LLC			Delaware
Afical - Industria e Comercio de Alimentos Ltda			Brazil
Afical Holding LLC			Delaware
Alimentos Gollek S.A.			Venezuela
Alimentos Kellogg de Panama SRL			Panama
Alimentos Kellogg, S.A.			Venezuela
AQFTM, Inc.			Delaware
Argkel, Inc.			Delaware
Austin Quality Foods, Inc.			Delaware
BDH, Inc.			Delaware
Bisco Misr*			Egypt
Canada Holding LLC			Delaware
Cary Land Corporation			North Carolina
CC Real Estate Holdings, LLC			Michigan
Eighteen94 Capital, LLC			Delaware
Favorite Food Products Limited			United Kingdom
Gardenburger, LLC			Delaware
Gollek Argentina S.R.L.			Argentina
Gollek B.V.			Netherlands
Gollek Inc.			Delaware
Gollek Interamericas, S. de R.L. de C.V.			Mexico
Gollek Servicios, S.C.			Mexico
Gollek UK Limited			United Kingdom
Illinois Baking Corporation			Delaware
Infinity Logistics LFZ Enterprise*			Nigeria
Instituto De Nutricion y Salud Kellogg A.C.			Mexico
Insurgent Brands LLC			Illinois
K (China) Limited			Delaware
K Europe Holding Company Limited			United Kingdom
K India Private Limited			Delaware
Kashi Company Pty Ltd			Australia
Kavon Business Services Company			Delaware
KBAR SRL			Barbados
KECL, LLC			Delaware
Keebler Company			Delaware
Keebler Foods Company			Delaware
Keebler Holding Corp.			Georgia
Kelarg, Inc.			Delaware
Kelcorn Limited			United Kingdom
KELF Limited			United Kingdom
Kellanova Canada Inc.			Canada
Kellanova Manufacturing LLC			Delaware


Kellanova Subsidiaries			State or Other Jurisdiction of Incorporation
Kellanova Middle East Foods Trading Co. LLC			United Arab Emirates
Kellanova SEA PTE. LTD			Singapore
Kellanova Singapore PTE. LTD.			Singapore
Kellanova (Thailand) Co., Ltd.			Thailand
Kellanova USA LLC			Delaware
Kellman, S. de R.L. de C.V.			Mexico
Kellogg (Aust.) Pty. Ltd.			Australia
Kellogg (Deutschland) GmbH			Germany
Kellogg (Japan) G.K.			Japan
Kellogg (Osterreich) GmbH			Austria
Kellogg (Schweiz) GmbH			Switzerland
Kellogg (Thailand) Limited			Thailand
Kellogg (Thailand) Limited			Delaware
Kellogg Argentina S.R.L.			Argentina
Kellogg Asia Inc.			Delaware
Kellogg Asia Marketing Inc.			Delaware
Kellogg Asia Pacific Pte. Ltd.			Singapore
Kellogg Asia Products Sdn. Bhd.			Malaysia
Kellogg Australia Holdings Pty. Ltd.			Australia
Kellogg Belgium Services Company BVBA			Belgium
Kellogg Brasil Ltda.			Brazil
Kellogg Brasil, Inc.			Delaware
Kellogg Business Services Company LLC			Delaware
Kellogg Caribbean Inc.			Delaware
Kellogg Caribbean Services Company, Inc.			Puerto Rico
Kellogg Chile Inc.			Delaware
Kellogg Company East Africa Limited			Kenya
Kellogg Company Mexico, S. de R.L. de C.V.			Mexico
Kellogg Company of Great Britain Limited			United Kingdom
Kellogg Company of Ireland Limited			Ireland
Kellogg Company of South Africa (Pty.) Ltd.			Republic of South Africa
Kellogg Costa Rica S. de R.L.			Costa Rica
Kellogg de Centro America, S.A.			Guatemala
Kellogg de Colombia, S.A.			Colombia
Kellogg de Mexico, S. de R.L. de C.V.			Mexico
Kellogg de Peru S.R.L.			Peru
Kellogg Ecuador C. LTDA.			Ecuador
Kellogg El Salvador, Ltda. de C.V.			El Salvador
Kellogg España, S.L.			Spain
Kellogg Europe Company Limited			Bermuda
Kellogg Europe Finance Limited			Ireland
Kellogg Europe Trading Limited			Ireland
Kellogg Europe Treasury Services Limited			Ireland
Kellogg European Logistics Services Company Limited			Ireland
Kellogg European Services Support SRL			Romania
Kellogg Fearn, Inc.			Michigan
Kellogg Funding Company, LLC			Delaware
Kellogg Group Limited			United Kingdom
Kellogg Group S.a.r.l.			Luxembourg
Kellogg Group, LLC			Delaware
Kellogg Hellas Single Member Limited Liability Company			Greece
Kellogg Holding Company Limited			Bermuda
Kellogg Holding, LLC			Delaware


Kellanova Subsidiaries			State or Other Jurisdiction of Incorporation
Kellogg Hong Kong Holding Company Limited			United Kingdom
Kellogg Hong Kong Private Limited			Hong Kong
Kellogg India Private Limited			India
Kellogg International Holding Company			Delaware
Kellogg Irish Holding Limited			Ireland
Kellogg Italia S.p.A.			Delaware
Kellogg Italia S.p.A.			Italy
Kellogg Kayco			Cayman Islands
Kellogg Latin America Holding Company (One) Limited			United Kingdom
Kellogg Latin America Holding Company (Two) Limited			United Kingdom
Kellogg Latvia, Inc.			Delaware
Kellogg Lux I S.ar.l.			Luxembourg
Kellogg Lux III S. ar L.			Luxembourg
Kellogg Lux V S.a.r.l.			Luxembourg
Kellogg Lux VI S.ar.l.			Luxembourg
Kellogg Management Services (Europe) Limited			United Kingdom
Kellogg Manchester Limited			United Kingdom
Kellogg Manufacturing España, S.L.			Spain
Kellogg Marketing and Sales Company (UK) Limited			United Kingdom
Kellogg Med Gida Ticaret Limited Sirketi*			Turkey
Kellogg Netherlands Holding B.V.			Netherlands
Kellogg North America Company			Delaware
Kellogg Northern Europe GmbH			Germany
Kellogg Pakistan (Private) Limited			Pakistan
Kellogg Philippines Inc.			Philippines
Kellogg Poland Services sp.zoo			Poland
Kellogg Sales Company			Delaware
Kellogg Services GmbH			Austria
Kellogg Servicios, S.C.			Mexico
Kellogg Snacks Financing Limited			Ireland
Kellogg Snacks Holding Company Europe Limited			Ireland
Kellogg Superannuation Pty. Ltd.			Australia
Kellogg Supply Services (Europe) Limited			United Kingdom
Kellogg Sur America SpA			Chile
Kellogg Talbot, LLC			Delaware
Kellogg Tolaram Eswatini (Proprietary) Limited*			Swaziland
Kellogg Tolaram Nigeria Limited*			Nigeria
Kellogg Tolaram Noodles Egypt L.L.C.*			Egypt
Kellogg Tolaram Noodles Singapore Pte. Ltd.*			Singapore
Kellogg Tolaram South Africa (Pty) Ltd*			South Africa
Kellogg Treasury Services Company			Delaware
Kellogg Transition MA&P L.L.C.			Delaware
Kellogg U.K. Holding Company Limited			United Kingdom
Kellogg UK Minor Limited			United Kingdom
Kellogg UK Services Limited			United Kingdom
Kellogg's Produits Alimentaires, S.A.S.			France
Kelmill Limited			United Kingdom
Kelpac Limited			United Kingdom
KJAL Limited			United Kingdom
Klux A Sarl			Luxembourg
Klux B Sarl			Luxembourg
K-One Inc.			Delaware
KPAR Limited			United Kingdom


Kellanova Subsidiaries			State or Other Jurisdiction of Incorporation
KT International Finance SRL			Barbados
KT ROA PTE. LTD.*			Singapore
KT-LFTZ Enterprise*			Nigeria
KTRY Limited			Bermuda
K-Two Inc.			Delaware
Mass Food International SAE			Egypt
Mass Food SAE			Egypt
Mass Trade for Trade and Distribution SAE			Egypt
McCamly Plaza Hotel Inc.			Delaware
Multipro Consumer Products Limited*			Nigeria
Multipro Private Limited*			Ghana
Multipro Singapore Pte. Ltd*			Singapore
Nhong Shim Kellogg Co. Ltd.			South Korea
Nikko Industries (Nigeria) Ltd*			Nigeria
Nordisk Kellogg's ApS			Denmark
North America Cereal Co.			Delaware
Padua Ltda			Brazil
Parati Industria e Comercio de Alimentos Ltda			Brazil
Portable Foods Manufacturing Company Limited			United Kingdom
Prime Bond Cyprus Holding Company Limited			Cyprus
Prime Bond Holdings Limited			Cyprus
Pringles Australia Pty Ltd			Australia
Pringles Hong Kong Limited			Hong Kong
Pringles International Operations Sarl			Switzerland
Pringles Japan G.K.			Japan
Pringles LLC			Delaware
Pringles Manufacturing Company			Delaware
Pringles Manufacturing (Thailand) Limited			Thailand
Pringles Overseas Holdings Sarl			Switzerland
Pringles S.a r.l.			Luxembourg
Pronumex, S de R.L. de C.V.			Mexico
PRUX S.a r.l.			Luxembourg
Rondo Food Manufacturing S.A.E.			Egypt
RXBRANDS Canada ULC			Canada
Saragusa Frozen Foods Limited			United Kingdom
Servicios Argkel, S.C.			Mexico
Shaffer, Clarke & Co., Inc.			Delaware
Specialty Cereals Pty Limited			Australia
Specialty Foods L.L.C.			Delaware
Stretch Fibres (Nigeria) Ltd.*			Nigeria
Sunshine Biscuits, L.L.C.			Delaware
The Eggo Company			Delaware
The Healthy Snack People Pty Limited			Australia
Trafford Park Insurance Limited			Bermuda
Uma Investments sp. z o.o.			Poland
Wimble Manufacturing Belgium BVBA			Belgium
Wimble Services Belgium BVBA			Belgium
Worthington Foods, Inc.			Ohio

*Indicates a non-wholly owned subsidiary of the registrant.

Exhibit 23.01

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-230920, 333-254672, 333-72312, and 333-266535) and Form S-8 (Nos. 333-239564, 333-56536, 333-88162, 333-109235, 333-109238, 333-158824, 333-158826, 333-188222, 333-189638, 333-217769, and 333-264719) of Kellanova of our report dated February 20, 2024 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois

February 20, 2024

Exhibit 24.01

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENT, That I, the undersigned Director of Kellanova, a Delaware corporation, hereby appoint John Min, Senior Vice President and Chief Legal Officer, as my lawful attorney-in-fact and agent, to act on my behalf, with full power of substitution, in executing and filing the Company’s Annual Report on Form 10-K for fiscal year ended December 30, 2023, and any exhibits, amendments and other documents related thereto, with the Securities and Exchange Commission.

Whereupon, I grant unto said John Min full power and authority to perform all necessary and appropriate acts in connection therewith, and hereby ratify and confirm all that said attorney-in-fact and agent, or his substitute, may lawfully do, or cause to be done, by virtue hereof.


/s/ Stephanie A. Burns Stephanie A. Burns			/s/ Carter A. Cast Carter A. Cast
/s/ Roderick D. Gillum Roderick D. Gillum			/s/ Zachary Gund Zachary Gund
/s/ Donald R. Knauss Donald R. Knauss			/s/ Mary A. Laschinger Mary A. Laschinger
/s/ Erica L Mann Erica L. Mann			/s/ La June Montgomery Tabron La June Montgomery Tabron
/s/ J. Michael Schlotman J. Michael Schlotman			/s/ Carolyn Tastad Carolyn Tastad

Dated: February 16, 2024

Exhibit 31.1

CERTIFICATION

I, Steven A. Cahillane, certify that:

1. I have reviewed this annual report on Form 10-K of Kellanova;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Steven A. Cahillane

Name: Steven A. Cahillane

Title: President and Chief Executive Officer

Date: February 20, 2024

Exhibit 31.2

CERTIFICATION

I, Amit Banati, certify that:

1. I have reviewed this annual report on Form 10-K of Kellanova;

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Amit Banati

Name: Amit Banati

Title: Vice Chairman and Chief Financial Officer

Date: February 20, 2024

Exhibit 32.1

SECTION 1350 CERTIFICATION

I, Steven A. Cahillane, President and Chief Executive Officer, Kellanova, hereby certify, on the date hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that

(1)the Annual Report on Form 10-K of Kellanova for the period ended December 30, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Kellanova.

/s/ Steven A. Cahillane

Name: Steven A. Cahillane

Title: President and Chief Executive Officer

A signed copy of this original statement required by Section 906 has been provided to Kellanova and will be retained by Kellanova and furnished to the Securities and Exchange Commission or its staff on request.

Date: February 20, 2024

Exhibit 32.2

SECTION 1350 CERTIFICATION

I, Amit Banati, Senior Vice President and Chief Financial Officer, Kellanova, hereby certify, on the date hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Kellanova.

/s/ Amit Banati

Name: Amit Banati

Title: Vice Chairman and Chief Financial Officer

Date: February 20, 2024