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Kellogg Company 2020 Annual Report

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Kellogg Company 2020 Annual Report Kellogg Company 2020 Annual Report SEC Form 10-K and Supplemental Information Fiscal Year End: January 2, 2021 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 January 2, 2021 □ 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 Kellogg Company (Exact name of registrant as specified in its charter) Delaware 38-0710690 (State or other jurisdiction of (I.R.S. Employer Identification No.) Incorporation or organization) One Kellogg Square Battle Creek, Michigan 49016-3599 (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 1.750% Senior Notes due 2021 K 21 New York Stock Exchange 0.800% Senior Notes due 2022 K 22A 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 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 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. □ 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 27, 2020 was approximately $17.8 billion based on the closing price of $63.86 for one share of common stock, as reported for the New York Stock Exchange on that date. As of January 30, 2021, 343,950,311 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 30, 2021 are incorporated by reference into Part III of this Report. PART I ITEM 1. BUSINESS The Company. Kellogg Company, founded in 1906 and incorporated in Delaware in 1922, and its subsidiaries are engaged in the manufacture and marketing of ready-to-eat cereal and convenience foods. The address of the principal business office of Kellogg Company is One Kellogg Square, P.O. Box 3599, Battle Creek, Michigan 49016-3599. Unless otherwise specified or indicated by the context, “Kellogg,” the "Company," “we,” “us” and “our” refer to Kellogg Company, its divisions and subsidiaries. Financial Information About Segments. Information on segments is located in Note 17 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 22, 2021, 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 cereals and cereal bars are generally marketed under the Kellogg’s name, with some under the Kashi and Bear Naked brands. 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 2018 through 2020 is located in Note 17 within Notes to the Consolidated Financial Statements, which are included herein under Part II, Item 8. Sustainability & Purpose. In 2020, Kellogg launched a refreshed vision and purpose. Our vision is a good and just world where people are not just fed, but fulfilled. Our purpose is creating better days, and a place at the table for everyone, through our trusted food brands. Our vision and purpose are integrated into our Deploy For Growth business strategy. Our leadership in areas like Nourishing with our Foods, Feeding People in Need, Nurturing our Planet, and Living our Founder's Values are key to how we bring our Vision and Purpose to life. This work is not new - we’ve been making progress on these topics for many years and have been reporting our results annually through our Corporate Responsibility Report and other disclosures since 2009. Each year, we assess which environmental, social and governance (“ESG”) topics are included and highlight progress on our commitments. We also report against the Sustainability Accounting Standards Board (“SASB”) and Task Force on Climate-related Financial Disclosures (“TCFD”) reporting frameworks, as well as many other industry disclosures like CDP and the Dow Jones Sustainability Index. In 2020, Kellogg’s sustainability performance is within the top 15% of our industry according to the 2020 S&P Global ESG Yearbook, making Kellogg among the world’s highest performing sustainable companies. Our Commitments. Kellogg’s global signature purpose platform, Kellogg’s® Better Days™, has helped make billions of days better for people in need, providing more than 3 billion servings of food since 2013. In 2019, Kellogg expanded our commitments again to increase ambition, capture a broader set of goals, and align to the United Nations Sustainable Development Goals. Through the updated Kellogg’s® Better Days goals, Kellogg is addressing food security and creating Better Days for 3 billion people by the end of 2030. To do so, we’re focused on the interconnected issues of wellbeing, hunger relief and climate resiliency to drive positive change for people, communities and the planet. Specifically, we are committed to: • Nourishing 1 billion people by fostering well-being with our foods by delivering nutrients of need and addressing hidden hunger • Feeding 375 million people in need through food donations and expanded child-feeding programs. • Nurturing people and our planet by supporting 1 million farmers and workers while conserving natural resources across our value chain by meeting our science-based targets, responsibly sourcing our ingredients, reducing organic waste and providing sustainable packaging. • Living our founder’s values by engaging 1.5 billion people in the issue of global food security by advocating on behalf of children facing hunger, encouraging employee volunteerism, ensuring an ethical supply chain, and supporting diversity and inclusion. 3 Progress towards these goals will be reported annually, starting in fiscal 2021. Climate-Related Disclosure. Climate change and food security are core business issues for Kellogg to ensure the long-term health and viability of the ingredients we use in our products. As a grain-based food company, the success of Kellogg Company 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 Kellogg’s overall enterprise risk management approach.
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