Annual Report — Form 10-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 2.58M
2: EX-4.15 Instrument Defining the Rights of Security Holders HTML 57K
3: EX-4.16 Instrument Defining the Rights of Security Holders HTML 84K
4: EX-21.01 Subsidiaries List HTML 73K
5: EX-23.01 Consent of Expert or Counsel HTML 44K
6: EX-24.01 Power of Attorney HTML 61K
7: EX-31.1 Certification -- §302 - SOA'02 HTML 48K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 48K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 45K
10: EX-32.2 Certification -- §906 - SOA'02 HTML 45K
17: R1 Cover Page Document HTML 123K
18: R2 Consolidated Statement of Income Statement HTML 105K
19: R3 Comprehensive Income Statement HTML 189K
20: R4 Consolidated Balance Sheet Statement HTML 149K
21: R5 Consolidated Balance Sheet (Parenthetical) HTML 53K
Consolidated Balance Sheet
22: R6 Statement of Shareholders' Equity HTML 118K
23: R7 Statement of Shareholders' Equity (Parenthetical) HTML 46K
Statement of Shareholders' Equity
24: R8 Consolidated Statement of Cash Flows HTML 161K
25: R9 Accounting Policies HTML 86K
26: R10 Sale of Accounts Receivable HTML 56K
27: R11 Divestiures, West Africa Investments and HTML 58K
Acquisitions
28: R12 Goodwill and Other Intangible Assets HTML 156K
29: R13 Restructuring and Cost Reduction Activities HTML 118K
30: R14 Equity HTML 98K
31: R15 Leases and Other Commitments HTML 69K
32: R16 Debt HTML 103K
33: R17 Stock Compensation HTML 131K
34: R18 Pension Benefits HTML 236K
35: R19 Nonpension Postretirement and Postemployment HTML 231K
Benefits
36: R20 Multipemployer Pension and Postretirement Plans HTML 78K
37: R21 Income Taxes HTML 184K
38: R22 Derivative Instruments and Fair Value Measurements HTML 241K
39: R23 Contingencies HTML 49K
40: R24 Quarterly Financial Data HTML 115K
41: R25 Reportable Segments HTML 151K
42: R26 Supplemental Financial Statement Data HTML 105K
43: R27 Accounting Policies (Policies) HTML 126K
44: R28 Divestiures, West Africa Investments and HTML 51K
Acquisitions (Tables)
45: R29 Goodwill and Other Intangible Assets (Tables) HTML 158K
46: R30 Restructuring and Cost Reduction Activities HTML 113K
(Tables)
47: R31 Equity (Tables) HTML 96K
48: R32 Leases and Other Commitments (Tables) HTML 66K
49: R33 Debt (Tables) HTML 99K
50: R34 Stock Compensation (Tables) HTML 129K
51: R35 Pension Benefits (Tables) HTML 234K
52: R36 Nonpension Postretirement and Postemployment HTML 242K
Benefits (Tables)
53: R37 Multipemployer Pension and Postretirement Plans HTML 71K
(Tables)
54: R38 Income Taxes (Tables) HTML 180K
55: R39 Derivative Instruments and Fair Value Measurements HTML 262K
(Tables)
56: R40 Quarterly Financial Data (Tables) HTML 119K
57: R41 Reportable Segments (Tables) HTML 153K
58: R42 Supplemental Financial Statement Data (Tables) HTML 108K
59: R43 Accounting Policies (Details) HTML 100K
60: R44 Sale of Accounts Receivable (Details) HTML 59K
61: R45 Divestiures, West Africa Investments and HTML 75K
Acquisitions Divestiture (Details)
62: R46 Divestiures, West Africa Investments and HTML 77K
Acquisitions Multipro Acquisition Narrative
(Details)
63: R47 Divestiures, West Africa Investments and HTML 67K
Acquisitions Multipro Schedule of Pro Forma
Results Narrative (Details)
64: R48 Divestiures, West Africa Investments and HTML 50K
Acquisitions Multipro Schedule of Pro Forma
Results (Details)
65: R49 Divestiures, West Africa Investments and HTML 60K
Acquisitions Investment in TAF Narrative (Details)
66: R50 Goodwill and Other Intangible Assets Carrying HTML 63K
Amount of Goodwill (Details)
67: R51 Goodwill and Other Intangible Assets Intangible HTML 112K
Assets Subject to Amortization (Details)
68: R52 Goodwill and Other Intangible Assets Intangible HTML 67K
Assets Not Subject to Amortization (Details)
69: R53 Goodwill and Other Intangible Assets Annual HTML 66K
Impairment Testing (Details)
70: R54 Restructuring and Cost Reduction Activities Other HTML 81K
Programs Narrative (Details)
71: R55 Restructuring and Cost Reduction Activities HTML 57K
Project K Total Expected Program Costs Narrative
(Details)
72: R56 Restructuring and Cost Reduction Activities HTML 57K
Project K Total Program Cost Percentage by
Reportable Segment Narrative (Details)
73: R57 Restructuring and Cost Reduction Activities HTML 57K
Project K Total Program Costs Since Inception
Narrative (Details)
74: R58 Restructuring and Cost Reduction Activities HTML 76K
Schedule of Restructuring Programs (Details)
75: R59 Restructuring and Cost Reduction Activities Total HTML 54K
Programs Narrative (Details)
76: R60 Restructuring and Cost Reduction Activities HTML 46K
Schedule of Restructuring Reserves Rollforward
Narrative (Details)
77: R61 Restructuring and Cost Reduction Activities HTML 74K
Reserves Rollforward (Details)
78: R62 Equity Narrative (Details) HTML 58K
79: R63 Equity Reclassifications Out of AOCI (Details) HTML 94K
80: R64 Equity Summary of Accumulated Other Comprehensive HTML 65K
Income (Loss) (Details)
81: R65 Leases and Other Commitments Narrative (Details) HTML 49K
82: R66 Leases and Other Commitments Schedule of HTML 48K
Supplemental Operating Lease Information Narrative
(Details)
83: R67 Leases and Other Commitments Supplemental HTML 56K
Operating Leases Information Table (Details)
84: R68 Leases and Other Commitments Operating Leases HTML 63K
Future Maturities Table (Details)
85: R69 Leases and Other Commitments Operating Leases HTML 46K
Future Maturities Table Narrative (Details)
86: R70 Debt Narrative (Details) HTML 85K
87: R71 Debt Components of Notes Payable (Details) HTML 53K
88: R72 Debt Schedule of Long-term Debt (Details) HTML 154K
89: R73 Debt Long-term Debt Footnote A (Details) HTML 58K
90: R74 Debt Long-term Debt Footnote B (Details) HTML 60K
91: R75 Debt Long-term Debt Footnote C (Details) HTML 58K
92: R76 Debt Long-term Debt Footnote D (Details) HTML 57K
93: R77 Debt Long-term Debt Footnote E (Details) HTML 54K
94: R78 Debt Long-term Debt Footnote F (Details) HTML 65K
95: R79 Debt Long-term Debt Footnote G (Details) HTML 61K
96: R80 Debt Long-term Debt Footnote H (Details) HTML 68K
97: R81 Debt Long-term Debt Footnote I (Details) HTML 70K
98: R82 Debt Long-term Debt Footnote J (Details) HTML 70K
99: R83 Debt Long-term Debt Footnote K (Details) HTML 61K
100: R84 Debt Long-term Debt Footnote L (Details) HTML 59K
101: R85 Debt Long-term Debt Footnote M (Details) HTML 54K
102: R86 Debt Long-term Debt Footnote N (Details) HTML 65K
103: R87 Debt Long-term Debt Footnote O (Details) HTML 62K
104: R88 Debt 2019 Debt Redemption (Details) HTML 73K
105: R89 Debt Standby Letters of Credit (Details) HTML 51K
106: R90 Stock Compensation Equity based compensation HTML 63K
programs (Details)
107: R91 Stock Compensation Schedule of Compensation HTML 53K
Expense for Equity Programs and Related Tax
Benefits (Details)
108: R92 Stock Compensation Cash used to settle equity HTML 49K
instruments (Details)
109: R93 Stock Compensation Fair Value Assumptions HTML 56K
(Details)
110: R94 Stock Compensation Summary of Share-based HTML 82K
Compensation (Details)
111: R95 Stock Compensation Maximum Future Value of HTML 85K
Performance Shares (Details)
112: R96 Stock Compensation Summary of restricted stock HTML 70K
activity (Details)
113: R97 Pension Benefits Pension Benefits Narrative HTML 61K
(Details)
114: R98 Pension Benefits Change in Projected Benefit HTML 132K
Obligations, Plan Assets, and Funding Status
(Details)
115: R99 Pension Benefits Accumulated Benefit Obligations HTML 55K
(Details)
116: R100 Pension Benefits Projected Benefit Obligations HTML 53K
(Details)
117: R101 Pension Benefits Components of Pension Expense HTML 83K
(Details)
118: R102 Pension Benefits Assumptions (Details) HTML 83K
119: R103 Pension Benefits Plan Assets (Details) HTML 184K
120: R104 Pension Benefits Level 3 Gains and Losses HTML 69K
(Details)
121: R105 Pension Benefits Benefit Payments (Details) HTML 59K
122: R106 Nonpension Postretirement and Postemployment HTML 107K
Benefits Change in Projected Benefit Obligations,
Plan Assets, and Funded Status, Postretirement
(Details)
123: R107 Nonpension Postretirement and Postemployment HTML 53K
Benefits Accumulated Benefit Obligations (Details)
124: R108 Nonpension Postretirement and Postemployment HTML 75K
Benefits Components of Postretirement Expense
(Details)
125: R109 Nonpension Postretirement and Postemployment HTML 55K
Benefits Assumptions (Details)
126: R110 Nonpension Postretirement and Postemployment HTML 57K
Benefits Health Care Cost Trend Rates (Details)
127: R111 Nonpension Postretirement and Postemployment HTML 156K
Benefits Plan Assets (Details)
128: R112 Nonpension Postretirement and Postemployment HTML 58K
Benefits VEBA Trusts (Details)
129: R113 Nonpension Postretirement and Postemployment HTML 90K
Benefits Change in Projected Benefit Obligations,
Plan Assets, and Funded Status, Postemployment
(Details)
130: R114 Nonpension Postretirement and Postemployment HTML 69K
Benefits Components of Postretirement Expense,
Postemployment (Details)
131: R115 Nonpension Postretirement and Postemployment HTML 65K
Benefits Benefit Payments (Details)
132: R116 Multipemployer Pension and Postretirement Plans HTML 53K
Narrative (Details)
133: R117 Multipemployer Pension and Postretirement Plans HTML 111K
Multiemployer Pension Plans Trusts Funds (Details)
134: R118 Multipemployer Pension and Postretirement Plans HTML 59K
Multiemployer Pension Plans Trusts Funds
Contributions (Details)
135: R119 Multipemployer Pension and Postretirement Plans HTML 50K
Multiemployer Pension Plans Curtailments,
Settlements and Termination Benefits (Details)
136: R120 Income Taxes (Narrative) (Details) HTML 101K
137: R121 Income Taxes Income before income taxes and the HTML 80K
provision for U.S. federal, state and foreign
taxes on earnings (Details)
138: R122 Income Taxes Difference Between U.S. Federal HTML 82K
Statutory Tax Rate and the Company's Effective
Income Tax Rate (Details)
139: R123 Income Taxes Deferred tax assets and deferred tax HTML 100K
liabilities (Details)
140: R124 Income Taxes Change in Valuation Allowance Against HTML 56K
Deferred Tax Assets (Details)
141: R125 Income Taxes Unrecognized Tax Benefit HTML 73K
Reconciliation (Details)
142: R126 Derivative Instruments and Fair Value Measurements HTML 56K
Narrative (Details)
143: R127 Derivative Instruments and Fair Value Measurements HTML 55K
Total Notional Amounts of the Company's Derivative
Instruments (Details)
144: R128 Derivative Instruments and Fair Value Measurements HTML 138K
Assets and Liabilities Measured at Fair Value on a
Recurring Basis (Details)
145: R129 Derivative Instruments and Fair Value Measurements HTML 60K
Schedule of Cumulative Basis Adjustments for Fair
Value Hedges (Details)
146: R130 Derivative Instruments and Fair Value Measurements HTML 67K
Schedule of Offsetting Assets and Liabilities
(Details)
147: R131 Derivative Instruments and Fair Value Measurements HTML 79K
The Effect of Derivative Instruments on the
Consolidated Statement of Income (Details)
148: R132 Derivative Instruments and Fair Value Measurements HTML 67K
Schedule of Effect of Fair Value and Cash Flow
Hedge Accounting on Consolidated Statement of
Income (Details)
149: R133 Derivative Instruments and Fair Value Measurements HTML 57K
Assets Measured at Fair Value (Details)
150: R134 Derivative Instruments and Fair Value Measurements HTML 48K
Fair Value of Long-term Debt (Details)
151: R135 Derivative Instruments and Fair Value Measurements HTML 56K
Marketable Securities (Details)
152: R136 Derivative Instruments and Fair Value Measurements HTML 59K
Schedule of Carrying and Market Values of
Available-for-Sale Securities (Details)
153: R137 Quarterly Financial Data Narrative (Details) HTML 45K
154: R138 Quarterly Financial Data Net sales and gross HTML 55K
profit (Details)
155: R139 Quarterly Financial Data Net income and earnings HTML 66K
per share (Details)
156: R140 Quarterly Financial Data Dividends and stock HTML 47K
prices (Details)
157: R141 Quarterly Financial Data Asset impairment and MTM HTML 55K
gains and losses (Details)
158: R142 Reportable Segments Narrative (Details) HTML 89K
159: R143 Reportable Segments Information (Details) HTML 117K
160: R144 Reportable Segments Net sales to external HTML 62K
customers and long-lived assets (Details)
161: R145 Reportable Segments Supplemental product HTML 63K
information (Details)
162: R146 Supplemental Financial Statement Data Consolidated HTML 49K
Statement of Income (Details)
163: R147 Supplemental Financial Statement Data Consolidated HTML 123K
Balance Sheet (Details)
164: R148 Supplemental Financial Statement Data Allowance HTML 52K
for doubtful accounts (Details)
166: XML IDEA XML File -- Filing Summary XML 320K
16: XML XBRL Instance -- k-20210102_htm XML 7.36M
165: EXCEL IDEA Workbook of Financial Reports XLSX 237K
12: EX-101.CAL XBRL Calculations -- k-20210102_cal XML 478K
13: EX-101.DEF XBRL Definitions -- k-20210102_def XML 2.43M
14: EX-101.LAB XBRL Labels -- k-20210102_lab XML 3.33M
15: EX-101.PRE XBRL Presentations -- k-20210102_pre XML 2.94M
11: EX-101.SCH XBRL Schema -- k-20210102 XSD 378K
167: JSON XBRL Instance as JSON Data -- MetaLinks 772± 1.22M
168: ZIP XBRL Zipped Folder -- 0001628280-21-002660-xbrl Zip 814K
‘EX-4.15’ — Instrument Defining the Rights of Security Holders
Description of Registrant’s Equity Securities Registered Pursuant to Section 12 of the Securities and Exchange Act of 1934.
As of January 2, 2021, Kellogg Company (“Kellogg,”“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 amended 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 4.15 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
Kellogg 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.
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.
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 by (i) the Chairman of our Board of Directors, or Vice Chairman in such officer’s absence or incapacity, or by the chairman of the Nominating and Governance Committee in such officer’s absence or incapacity or (ii) our Board of Directors pursuant to a resolution adopted by directors constituting not less than two-thirds of the Board of Directors.
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.
Dates Referenced Herein and Documents Incorporated by Reference
