Good morning, and welcome to the Kellogg Company's conference call to announce its latest portfolio transformation. All lines have been placed on mute to prevent any background noise. At this time, I will turn the call over to John Renwick, Vice President of Investor Relations and Corporate Planning for the Kellogg Company. Mr. Renwick, you may begin your conference call. Thank you, operator. Good morning, and thank you all for joining us today, especially on such short notice. I'm joined this morning by Steve Cahillane, our Chairman and CEO, and Amit Banati, our Chief Financial Officer. Before we start, slide number two shows our forward-looking statements and non-GAAP financial measures disclaimers. As you're aware, certain statements made today, such as projections for Kellogg Company's future performance, are forward-looking statements. Actual results could be materially different from those projected. For further information concerning factors that could cause these results to differ, please refer to the second slide of this presentation as well as to our public SEC filings. Now I'll turn it over to Steve. Thanks, John, and good morning, everyone. We are very excited to be announcing today the spin-off of two of our businesses, an action which will create three stronger independent companies. Slide number four shows that this move is consistent with our Deploy for Balanced Growth strategy, and it's the latest in what has been a series of significant actions we've taken in recent years to transform our portfolio. We acquired Pringles in 2012, turned it into a global powerhouse brand, and added about $1 billion of net sales to that brand since we acquired it. We made a big bet on Africa, filling in geographic gaps with acquisitions and partnerships. These have given us a stronghold in an emerging market that is poised for exceptional growth for a long time. We made the bold move of exiting direct store delivery in our U.S. snacks business, a move that swapped out declining ROI overhead in favor of brand building behind world-class brands like Cheez-It, Pop-Tarts, and Rice Krispies Treats. You've seen the tremendous growth those brands have realized ever since. We also acquired RXBAR, giving us a strong entry into performance-based snacks. We also have divested four businesses, cookies, fruit snacks, pie crust, and ice cream cones, that we felt were not core businesses for us. Along the way, we've shifted resources into growth businesses, notably snacks and emerging markets. The result is a more growth-oriented portfolio that has produced strong growth. The reshaped portfolio is working, but we believe it could work even better, particularly if our U.S. and Canada cereal and plant-based businesses were independent, hence our announcement to spin off those two businesses. Our shareowners will own a trio of strong independent companies with iconic brands, attractive economics, and improved outlooks. These are shown on slide number five. We'll come back to you later with their new names, but for now, we'll refer to them with generic temporary names. Global Snacking Co, with about $11.4 billion in net sales, will be a leading company in global snacking, international cereal and noodles, and North America frozen breakfast with iconic world-class brands and strong underlying growth, momentum, and profitability. North America Cereal Co, with about $2.4 billion in annual net sales, will be a leading cereal company in the U.S., Canada, and the Caribbean, with a portfolio of iconic world-class brands and compelling opportunities for investment and improved profit growth. Plant Co, which generates annual net sales of about $340 million, is a leading profitable pure-play plant-based foods company anchored by the MorningStar Farms brand, with significant opportunity to capitalize on strong long-term category prospects by investing further in North America penetration and future international expansion. The rationale for this separation is very compelling, and it is summarized on slide six. Each of the three companies is, from day one, a scaled business with strong brands and category shares, a solid supply chain, and financial flexibility. As independent companies, all three will be better positioned to do the following. Focus on their distinct strategic priorities with financial targets that best fit their own markets and opportunities. Execute with increased agility and operational flexibility, enabling more focused allocation of capital and resources in a manner consistent with those strategic priorities. Realize improved outlooks for profitable growth and shape distinctive corporate cultures rooted in our strong Kellogg Company values and rewarding career paths for employees of each company. Let's look more closely at each of these three companies. We'll start with Global Snacking Co, which represents roughly 80% of the current Kellogg Company sales. In effect, this includes the remainder of our North America region after spinning off cereal and plant-based foods. It also includes our existing international regions, which remain almost completely intact. It remains a big scale business with well over $11 billion in annual sales and with a portfolio that will be more profitable and more shaped toward growth than it is today. Slide number eight shows what the Global Snacking Co portfolio will look like from a category standpoint. Based on 2021 data, nearly 60% of its net sales will come from global snacks, participating in growing categories and led by iconic world-class brands, including Pringles, Cheez-It, Pop-Tarts, Rice Krispies Treats, Nutri-Grain, and RXBAR, among others. Over 2020 and 2021, this portion of the business grew net sales organically at a mid-single digit CAGR. Less than a quarter of its net sales will come from cereal in international markets, featuring world-class brands such as Kellogg's Frosties or Zucaritas, Special K, Trésor or Krave, Coco Pops, and Crunchy Nut, among others. Over 2020 and 2021, this portion of the business grew net sales organically at a mid-single digit CAGR as well. By remaining with Global Snacking Co, this international cereal business provides scale, continuity and growth for the Europe, Latin America and AMEA regions. The next largest portion of the portfolio represents about 10% of sales and is comprised principally of our rapidly growing noodles business in Africa. This business grew net sales organically at a very strong double-digit CAGR during 2020 and 2021. Finally, there is our frozen breakfast business, representing less than 10% of sales and led by the world-class Eggo brand. This business grew net sales organically at a low single-digit CAGR during 2020 and 2021, even despite capacity constraints. Slide number nine shows how this portfolio is geared toward growth geographically as well. Using 2021 data, North America will represent less than half of Global Snacking Co's net sales, and its portfolio grew net sales organically at a mid-single-digit rate in this region across 2020 and 2021, led by snacks. To the right, you can see the end market momentum of the world-class brands in the U.S., brands that make up about three-quarters of Global Snacking Co's North America net sales. More than 20% of Global Snacking Co sales will come from Europe, where over the past 2 years, we have generated an organic net sales CAGR in the mid-single digits, with growth in both snacks and cereal. About 30% of sales will come from fast-growing emerging markets in Latin America and Asia, Pacific, Middle East and Africa, or AMEA. Over the same time period, our organic net sales grew at a compound annual rate in the double digits for EMEA and in the high single digits for Latin America. Put it all together, and Global Snacking Co grew organic net sales at a high single digit CAGR during the two-year 2020, 2021 period, along with expansion in its operating profit margin. Slide number 10 offers some insight into what to expect from Global Snacking Co. Building on its track record of sales and profit growth and leveraging its portfolio of world-class brands, strong positions in attractive categories and geographic diversification, this will be a higher growth company than today's Kellogg Company. Net sales growth will be aided by more focused resources and attention to brand building, innovation and international expansion of world-class brands, and to building scale in emerging markets. Profit margins are expected to expand over time, driven by operating leverage, revenue growth management, productivity and increasing emerging market scale. From a balance sheet perspective, we are committed to maintaining our investment grade credit rating for Global Snacking Co after the separations, giving us good financial flexibility, and we are committed to paying an attractive dividend in line with our peer group. In sum, it will be plain to see that Global Snacking Co is a higher growth, higher margin company with strong financial flexibility. Now let's discuss North America Cereal Co, the first of the two businesses that we intend to spin off to share owners. This business is summarized on slide 12. This is a $2.4 billion business operating in the U.S., Canada and the Caribbean. Its portfolio is comprised of some of the most beloved and iconic brands in the category, such as Kellogg's Frosted Flakes, Froot Loops, Mini-Wheats, Special K, Raisin Bran, Rice Krispies, Corn Flakes, Kashi and Bear Naked. It has a portfolio that stretches across the categories product segments, from taste brands to wellness brands to natural brands. It has been successful for over a century as a pioneer, innovator and leader in ready-to-eat cereal. This is a business with a strong foundation for future performance and growth. Slide number 13 shows just a few of the iconic brands in this portfolio. It currently holds a strong number two position in the U.S., with 5 of the top 11 brands in the category. It also holds the number one share in the other major North American cereal markets, Canada and Puerto Rico. You are well aware of the supply disruptions that have pulled down our North America sales and profit recently. Our priority this year has been to restore production and inventory across our SKUs and then to resume our playbook to get back to winning in the marketplace. We are well on our way, with total distribution points and share recovering sequentially. We've already gained back four share points since the beginning of this year. This speaks to the importance of these brands in the store, and it demonstrates the strong foundation from which North America Cereal Co can build as an independent company. Slide number 14 takes a look at what we expect from a standalone North America Cereal Co. While the focus near term is on this sequential recovery, which will not only improve net sales but also restore profit margins, the prospects for a standalone North America Cereal Co. are even more promising. No longer part of a snack-dominated portfolio, North America Cereal Co will be able to focus its resources on strengthening the business through investments in its portfolio, packaging capabilities and productivity. With this enhanced focus, North America Cereal Co is expected to generate stable net sales over time, consistent with the category's long-term trend, with improving profit margins that will drive profit growth, higher cash flow, and increased return on invested capital. In addition to better and more reliable in-market and financial performance, North America Cereal Co will be set up with financial flexibility from a balance sheet perspective and with an attractive dividend. We'll now turn to Plant Co, the North American plant-based foods business that we intend to spin off to shareowners, while also looking at other strategic alternatives, including a possible sale. As discussed on slide 16, this is a $340 million business focused solely on plant-based foods and operating in the United States, Canada, and the Caribbean. Founded in the 1970s, the MorningStar Farms brand is a pioneer and leader in this on-trend category, with a full portfolio of plant-based offerings across multiple product segments and eating occasions. Kellogg has grown MorningStar Farms steadily since its acquisition over 20 years ago, and the brand has the highest share and household penetration in the frozen veg/vegan components category. Slide 17 shows the in-market performance of MorningStar Farms in recent years. This is clearly a world-class brand, and it is supported by innovative and proprietary processes and technology in a world-class manufacturing network. It has tremendous long-term growth potential in a category that benefits from rising consumer interest in plant-based foods, both for nutrition needs and environmental reasons. Slide number 18 offers some reasons we believe this business will thrive more as a standalone company. Plant Co will be a pure play on a secular trend in favor of plant-based foods. It is anchored by the world-class MorningStar Farms brand with a long heritage of innovation and a broad portfolio. Already very profitable, this business has the opportunity to take a more aggressive stance toward future growth. By spinning off into its own company, resources that previously may have been diluted by priorities in other Kellogg businesses can now be directed toward these growth opportunities. This may include investing more in brand building to build consumer awareness and increase household penetration. It may include investing more in emerging food technologies, new supply chain capabilities, extended distribution across channels, and expansion into international markets. We see this business accelerating its sales and profit growth over time, while an unleveraged balance sheet will give it financial flexibility to pursue investments. Let me now turn it over to Amit, who will walk you through our next steps. Thanks, Steve. On slide number 20, let me first provide some details about the transaction and the steps required to get there. The proposed spin-offs are intended to result in tax-free distributions of North America Cereal Co and Plant Co shares to Kellogg Company shareowners. Shareowners would receive shares in the two spin-off entities on a pro rata basis relative to their Kellogg holdings at the record date for each spin-off. We expect the North America Cereal Co. spin-off may precede that of Plant Co, with both currently targeted to be completed by the end of 2023. Over the next several months, we will be working to finalize organizational structures and management teams of each of the spin-off companies, as well as capital structures and dividends. We will also be completing audited financials of the three companies. Of course, the transactions are subject to reviews and final approvals by Kellogg's Board of Directors, relevant tax authorities, and the SEC. Slide number 21 offers some financial elements to expect from us. We will share details with you along the way, both in our normal quarterly earnings releases as well as on an ongoing basis through a special website, unleashingourpotential.com. Importantly, we'll be very focused on sustaining our good business and financial momentum, taking care to mitigate against any potential disruption. From a financial perspective, we can only share with you some preliminary high-level aspects at this time. We've already discussed our preliminary estimates of how net sales and EBITDA split across these entities in 2021, though they should be considered directional only, as they are preliminary and include a fairly simplistic methodology of allocating center and other shared expenses. We are committed to maintaining an investment-grade rating for Global Snacking Co after the separations, preserving access to commercial paper, and we will ensure the spin-off companies are equipped with solid balance sheets and return on capital profiles. We expect to maintain our strong dividend in the aggregate, and we will determine later how it splits across the three businesses. The company will begin incurring pre-tax expenses related to executing the transaction and setting up the new companies. To ensure visibility into the ongoing results of the businesses, the company will disclose these upfront costs and exclude them from its adjusted basis results in its external reporting. So at this point, this is what we can share with you. We will keep you apprised of all developments as well as updating you on the performance of each business as we always do. With that, I'll turn it back to Steve. Thanks, Amit. I think you'll recognize this news as Kellogg Company taking yet another bold, decisive move to create shareowner value. We already have the company performing very well, and you've seen this in our results. Now, from a position of strength and momentum, we're ready to take the next step and further unleash the potential of our portfolio. We'll have much more details to share in the coming months. Now we'll open up the line for questions. Thank you. If you'd like to ask a question, please press star followed by one on your telephone keypad. If you'd like to withdraw your question, please press star followed by two. When preparing to ask your question, please ensure you're unmuted locally. We do ask that you please keep questions to a limit of one so we have time to get around to everybody. Our first question comes from Andrew Lazar of Barclays. Andrew, your line is now open. Great. Good morning, everybody. Good morning, Andrew. I guess, my question would be, I mean, clearly a sizable portion of the value creation opportunity here is how the global snack business will be valued. I guess I'm trying to get a sense of how you balance the decision to include some other pieces like the international cereal, Eggo, African Noodles, obviously for scale and given the growth profile of those businesses, versus, I guess, you know, the risk of potentially diluting what would otherwise be, you know, more of a pure play global snacking asset. Thanks so much. Yeah, thanks, Andrew. I think, you know, you hit on it. Scale is very important. When we look at our international businesses, having the symbiotic relationship between our snacking business and our cereal business is quite important, and they're growth businesses for us as well. You know, we're very confident that it's the right strategic move to keep those in place. African Noodles, another, you know, terrific business providing great scale in West Africa through our Multipro distributor. As we evaluate all these opportunities, you know, scale was one component of it, but what was best for the brands was also another component of it. You mentioned Eggo, and Eggo, you know, we believe also has international expansion opportunities. When you think about Cereal Co, think about it as a Canada-U.S.-Caribbean business and therefore, you know, wouldn't really have opportunities to expand Eggo internationally. The other thing I'd just like to hit on when you talk about value creation, there's tremendous value creation in the cereal business as well. Having a solely focused, dedicated, business against U.S., Canadian, Caribbean cereal, you know, we think is a great value creation opportunity as well. We think that as an independent business, has, you know, great fortunes in front of us and equally plant-based, you know, in that space. All three components, we believe, provide tremendous value creation opportunities for our shareowners, and we like the way that we've apportioned the businesses on an international perspective. Thanks. I'll pass it on. Thank you, Andrew. Our next question comes from Cody Ross of UBS. Cody, your line is now open. Hey, good morning, guys. Thank you for taking the question. Just real quick, have you guys previewed this transaction with any of the rating agencies? Just curious how they're going to treat it. I know you said that it's your intention to make the global snacking business investment grade. Can you just describe the other two? Will those be investment grade as well? Thanks. Thanks, Cody. You know, we've obviously been in dialogue with the rating agencies. I think, you know, as you'd expect, you know, at this stage, you know, given the size of the transaction and, you know, the lack of detailed financials, you know, that dialogue is ongoing. I think, you know, we're committed, you know, to remaining investment grade with access to commercial paper on global snacking. And I think, you know, the capital structure of the other two companies, we will determine closer to the spin. So that's the current thinking. Gotcha. Just last question for me. How long has this been in the works for you guys? How long have you been kicking the tires and, really been thinking about this? Thank you. Cody, I'd say it goes all the way back to when we launched our original Deploy for Growth strategy. You know, one of the important planks to that was shaping a growth portfolio. You've seen us do a number of things even before that strategy 10 years ago, acquiring Pringles, obviously a fantastic acquisition. Since Deploy for Growth, we've, you know, we've purchased RXBAR, we doubled down in Africa with investments there. We divested the Keebler pie cones, ice cream cone, crust business. We've constantly been evaluating it, and this has been, you know, part of that, you know, looking hard at the entirety of the portfolio and how the different parts of the portfolio could best be served and could best flourish. Obviously, during the pandemic, you know, you put a lot of things on pause as you're just making sure that you can keep people safe, keep food flowing through the system, giving back to our communities. We never stopped exploring value creation opportunities. The time is right now because we've got lots of strength. We feel like our top line has been reliably restored to, you know, to terrific growth. This is just the next unlock in that transformation journey and, deploying for Growth, by shaping a growth portfolio, and we're excited about the prospects that this gives us. Perfect. Thank you. Our next question comes from Ken Goldman of JP Morgan. Ken, your line is now open. Hi, thank you. I'm wondering if you can give us a little bit of a rough sense of how much of a margin opportunity there might be within the domestic cereal business over time, and kind of what do you see as a more normal margin today? I know you provided some numbers, but I assume that's still a little bit deflated just given the strike or the fire. Just wanna get a sense of kind of where you think run rate is on a normal basis and where you think that can get to, just roughly, if possible. Yeah, I think you know, we obviously, the margins that we've shared, and you know, we've given you the 2021 EBITDA, that is, and you know, it's preliminary. I think you know, it assumes allocations on a simplistic sales basis across the three companies. I think you know, if you look at that has clearly been impacted by the fire and strike in 2021. I think you know, as we've talked previously, you know, that impact flows through into the first half of this year as well. I think you know, as we get into the second half, you know, that'll normalize. I think, you know, as that business builds back, you know, and like we've talked, right, we've been singularly focused on the recovery of that business, and we're making good progress on that. I think, you know, you'd expect that margin to start picking back up. I think from a longer term standpoint, I think, you know, the dedicated focus and the investments into capability into margin growth opportunities, you know, this, the North America Cereal Co will have that ability to pursue that and, you know, would continue and we'd expect, you know, for that business to continue to drive margins. Okay, thanks for that. Quickly, Steve, you know, I do appreciate the value creation potential. We've certainly seen companies over time, you know, split off some growth from some value in different geographies and so forth. I'm just curious, though, and I know you touched on this a little bit. Are there certain aspects of the business together that were sort of holding you back? Meaning, are there things that you'll be able to do or that whoever runs each of these companies will be able to do from a strategic or an M&A or an operational standpoint that maybe you couldn't do when it was all part of one entity? Yeah, Ken, I think that's right. If you just look at the cereal business, cereal will be solely dedicated to winning in cereal in, you know, the three geographies, the Caribbean, the U.S., and Canada. It will not have to compete for resources against a high growth snacking business. You know, Frosted Flakes does not have to compete with Pringles for resources. Now an economist might say, "Well, you could do that without splitting up the companies." You know, we don't live in a textbook, we live in the real world, and that's just the way it works. Having the ability to focus, you know, first thing in the morning on how am I gonna win in cereal, and then thinking at the end of the day, what worked and what didn't work in cereal and planning the next day's activities, it's just, you know, we see that opportunity to focus solely on the businesses at hand. Same thing for Global Snacking Co and plant-based. It just has, you know, the resource allocation strategy dedicated and focused. It has your balance sheet, your capital structure, everything focused on how you're gonna win in that dedicated category. We do think that there's gonna be unlocks and great opportunities for all three businesses because they'll be independent. Great. Thank you. Thank you. Our next question comes from Ken Zaslow of Bank of Montreal. Ken, your line is now open. Hey, good morning, everyone. Morning. Morning, Ken. Let me try and ask Ken's question a little bit differently. What has Kellogg's historical margins been in cereal? And there's one competitor out there that we see has about a 20%+ EBITDA margin. Is there a reason why Kellogg would not be able to achieve that? Would there be something that prevents Kellogg from moving in that direction? And then my follow-up question would be, you know, without a management team in place for the cereal, how do you keep everybody motivated to, you know, in the next year and a half to progress towards that goal? Thank you. Yeah. Sure, yeah. Maybe I'll start with the margins, and then I'll pass it on to Steve. I think, you know, like I mentioned, you know, in the near term, the margin has clearly been impacted by the fire and strike, right? You know, I think as we previously mentioned, and as you're seeing today, you know, the impact from a 2021 standpoint and from a 2022 first half standpoint. I think, you know, we'd expect that to recover in the second half and into 2023 as that, you know, we restore supply and full commercial activity behind cereal. I think longer term, I think going back to the previous question on value creation opportunities, I think margin improvement in the U.S. cereal business is definitely a value creation opportunity for that company. You know, they'll have the capital, resources, focus, you know, to go after that margin opportunity. Ken, great question. How do you keep people engaged during times of, you know, transition and change? You know, as exciting as this is, obviously it creates uncertainty, and we're well aware of that. We have a very strong change management agenda in place to keep our employees informed, motivated and engaged. Also, keep in mind our international regions stay almost entirely intact. Splitting the three companies creates exciting, career opportunities for our folks. Where we have one of, you know, one thing, we're gonna have three, right? We're gonna have three heads of communication, three IR heads. You know, those types of opportunities are very exciting for our people. When we separated our Keebler business, we created exciting opportunities for our people there, and we always, you know, we will always treat our people fairly with dignity and respect. This is an exciting time. This is an exciting time for our people. It's additive. It's the next, you know, step in our transformation. We're, you know, as soon as we're done with this call, we've got a global town hall, which I'm excited to talk to all of our people about. I'm very confident we're gonna keep our people engaged, enthused, excited about the business at hand for the next 18 months, but also the opportunities that this presents going forward for all of our people. We're very focused on that. Great. Thank you. Thank you for your questions, Ken. Our next question comes from Robert Moskow of Credit Suisse. Robert, your line is now open. Hi. Thank you. I'm just trying to figure out an estimate for dissynergies from the transaction. I know you're gonna provide us with that down the road. Can you just give us some color on what kind of inefficiencies you'd expect this to create in distribution and procurement? You know, we know they need different IR departments, but can you speak a little bit about that? Yeah. I think, you know, on an ongoing basis, there will be dissynergies. I mean, you know, I think our North America business is an integrated business. I think, you know, as we stand up the three companies, you would expect, there to be some dissynergies in common areas. I would say that, you know, we expect, transition services agreements for a couple of years, post the split. If you think about, you know, the spin-off timing, we've talked about 18 months for that, transition service agreements running for a couple of years after that. We've got time, to work through, the dissynergies. I would also say that, you know, we've done a really good job of eliminating the dissynergies and the stranded costs post the Keebler divestiture. You know, you've seen that flow through in our 2021 results. I think, you know, we've done this before. We've got good experience in doing it, and we've got time to address the dissynergies. Just so I understand, the TSA agreement, would that be like the spin-offs paying a TSA kind of payment to the global snack's business? Yeah. I think so. I think, you know, post the spin, right, you would expect, you know, in areas like IT, for example, Global Shared Services, that for a period of time, there would be, you know, shared services, there would be transition agreements, for those shared services. Even in areas like, you know, maybe logistics, maybe distribution centers. Right. All right. Thank you. Our next question comes from David Palmer of Evercore ISI. David, your line is now open. Thanks. Just to follow up on North America Cereal, I think it was Ken's question I'm following up on. The low double-digit EBITDA margins on a depressed 2021 sales is probably a lot worse than your peak levels. Could you speak to maybe where those were? You know, as an example, I'm looking at rough benchmarks, the EBITDA margin for Post cereal business, for example, or General Mills' retail business are in the 20s. So I'm just wondering if you could give us a sense about where that business might have been in sort of recent periods, pre-strike and fire and some of the other reconfigurations you've been doing. Thanks. I think, you know, firstly, like I said, you know, it has been our margins were significantly impacted by the fire and strike, right? I think it's also important to understand or to you know, these are fully allocated, so it includes a share of corporate allocations as well, as opposed to potentially, you know, you may have been referring to divisional profitability numbers. These are fully allocated numbers. You know, so that'll impact the margins as well. Having said all of that, right, I think, you know, from the 21 basis, you know, there is a margin opportunity in the cereal business. Thank you. Our next question comes from Alexia Howard of Bernstein. Alexia, your line is now open. Good morning, everyone. Good morning. Hi there. Can I ask about the timing of news about this over the next few months? What are the next milestones during the course of 2022? When do you anticipate that we might get the financial breakout and the stranded extra costs of dissynergies and so on, just so that we have an idea of the playbook here? Yeah. I think, you know, from a timeline standpoint, right, I think, you know, we've got to prepare three years of audited statements for the spin-out companies. We expect to do that somewhere in the second half of 2023. Call it about, you know, a year from now. You know, there's significant work associated with that. I think from a rest of 2022 standpoint, you know, we'd be reporting, and obviously we'd be updating you on the performance of these businesses as part of our earnings calls. You can expect that for the rest of the year, we'd be continuing to report on a total basis, as we have with updates on the performance of each of these businesses. I think, you know, from a 2023 standpoint, we'd probably give guidance on a total basis. As we get into 2023 and as we have the carve-outs, we'll start sharing the details of each of the specific companies. Very helpful. Thank you very much. I'll pass it on. Our next question comes from Pamela Kaufman of Morgan Stanley. Pamela, your line is now open. Hi. Good morning. Good morning. Just given the length of time between the announcement and when you expect to complete the transaction, I was wondering if you can give us any sense for how you plan to prioritize investment behind the three businesses. You mentioned that typically, you know, the snacks business would be a priority over cereal. If you could give us a sense for how you plan to incentivize the employees and allocate investment over the time, that timeframe, that would be helpful. Yeah. Thanks, Pamela. I would say it's really business as usual over the course of the next 18 months. Business as usual for us means that the U.S. cereal business, for example, coming out of the fire and strike, we're fully dedicated to, you know, bringing that business back. We've been very successful in doing that and ahead of plan in terms of the production capacity we're getting out of the four cereal plants, in terms of the total distribution points that we're building back at store, and in terms of the share, you know, we've gained four share points since the beginning of the year. We are determined to continue that momentum and continue driving that forward. Obviously, we've got great momentum in our snacking business, and we've got a good business plan for this year, which, you know, we've been performing well against. You saw first quarter results. We'll have more to report, obviously, on August third. When we get into August fourth, when we get into next year, you know, we'll talk about exactly what that business plan looks like. But, you know, we're very confident in our business. You've heard us say we're gonna come out of the pandemic as a stronger company. We believe that that has happened. The strength of our portfolio and the robustness in our top line is what allows us to make this bold move. You know, we're gonna run the business as we've normally run it, as we prepare for, you know, the split, down the road. Thanks. Just a question on how you plan to allocate debt to the businesses? You mentioned that the Plant Co will be debt-free. Should we assume? How should we think about the split of debt across the other two businesses? Yeah, I think, you know, it's to be determined, right? We'll give you updates as we get closer to the spin. Like I mentioned earlier, right, we'd expect Global Snacking Co to continue to remain investment grade, you know, with access to commercial paper. I think you should expect very similar leverage ratios. Then, you know, the cereal, North America Cereal Co can carry its share of debt as well. You know, the specifics are to be determined. Great. Thank you. Yeah. I would say, you know, that we would expect to maintain our dividend in aggregate. Again, you know, the specific dividend strategies of each of the companies would be TBD. In aggregate, we would expect, you know, the dividend across the three entities to be intact and competitive with our peer set. Thank you. Our next question comes from Bryan Spillane of Bank of America. Bryan, your line is now open. Thanks, operator. Good morning, everyone. Maybe just a first, a follow-up to Pam's question. Amit, can you give us a sense of where the pension obligations will be allocated? Because it's important, I think, in terms of the adjusted leverage, and also important part of the enterprise value calculation. Where do the pension obligations sit among these three businesses? Yeah. Again, I think, you know, it'll flow with the businesses. I think, you know, each of the businesses would carry their, you know, the pensions with them. I think, you know, our plans are well-funded. You know, I think it'll flow through to the respective balance sheets. We can't see that, right? Like, we don't, you don't- Yeah. You don't disclose the pension obligations at that level. You give us, can you give us- Yeah. A sense of you know, where, which is more sort of, you know, union heavy in terms of the three? Yeah. I think, you know, those, we'll share those details, you know, as we go along and as we've, you know, worked through the carve-outs of the financials. You know, that'll be, you know, obviously an inherent part of the carve-out work. Okay. All right. Thank you. I guess one other question is, we've talked a bit about resources and each of the separate companies would have, you know, better decision-making or, you know, resource allocation. If there's dissynergies, doesn't that imply that there's less resources available for these businesses, you know, regardless of how they're being allocated? I guess I'm trying to understand just how this actually creates more resources if part of the issue, at least with cereal, maybe was that it was, you know, not getting as much resources. Are there more resources as a result of this or not? I think what the point we're making, Bryan, is it's about focused resources, right? Focused and dedicated resources, incentive plans, everything around, you know, being directed against the cereal business on the one hand, Global Snacking Co on the other hand, and plant-based. It's a focus of resources. In terms of the dissynergies, you've seen, you know, we've studied quite a number of carve-outs and spin-offs and so forth, and we're very confident that we'll work through those dis-synergies as well. The remaining businesses all have terrific scale. You think about Global Snacking Company as $11.4 billion business, but, you know, North America Cereal Co at $2.4 billion worth with margin expansion opportunities. Creating more resources through growth, creating more resources through, you know, expanding our margins, improving our productivity. These will all be part of the very focused game plans coming out of this. Oh, thanks, Steve. Just one last one, if we can indulge. Gotten this question a couple of times this morning. To the extent that y ou've got a tax-free spin and then maybe potentially, you know, some of the spin co's becoming M&A targets. Do you have a sense yet from your advisors when the clock starts in terms of the two-year window to maintain the tax-free status? Does it start today? Does it start when the spins actually are executed? Or, you know, just if you have had that discussion at all with your advisors and can share, that would be helpful. Yeah, I think it'll be post the once the spins are executed. Okay. Thank you. Thank you, Bryan. Our next question comes from Jason English of Goldman Sachs. Jason, your line is now open. Hey, good morning, folks. Thanks for spotting me in. Good morning, Jason. A couple of questions. I think so much of the debate is gonna revolve around the multiple on SnackCo. You gave us some growth profile figures for the last two years. The last two years have been kind of wonky, a little unusual, with COVID and now the hyperinflation. Can you give us a longer data timeframe? Like, what is this business grown over the last five years? What it looked like pre-COVID on a standalone basis? Yeah. Off the top of my head, Jason, I don't really have that. What I can tell you is if you look back when we exited DSD, that's really been the beginning of the rejuvenation of many of our snack brands, and they've done terrifically well. You're quite right that COVID has made everything wonky, but when you look at the performance post DSD of our Cheez-It business. Now, our Pringles wasn't DSD, but allowed us to, you know, think about that in a different way. Our Pringles business, our Rice Krispies Treats business, these have all done very, very well. You look at the last two years and, you know, Global Snacking Co is a high single-digit growth company. You know, that's attractive no matter what peer set you're looking at. When we look at the brands that make up that portion of the portfolio, we're quite confident that it is a terrific portfolio. Going back to the cereal business in North America, we think that there's lots of growing momentum for that business, obviously coming out of also what is a very strange comparison because of fire and strike, but business gaining great momentum, and in the future that will be independent and fully resourced, we think is a winning strategy. For sure. I don't think anyone would debate you on the brand argument on global snacks, at least as it pertains to brands like Cheez-It, which I particularly have a soft spot for, and Pringles. But I do hear skeptics suggest like, "Hey, there's a big tail here that's not so high quality." So can you give us more context? Like, I see global snacks. Like, how big is Pringles? Like, your hero brands, how big are they as a percentage of this portfolio? The only thing I can add there is that, those brands that we showed you on the slide, you know, the world-class brands that we outlined, those will be about three-quarters of the North America portion of the Global Snacking Co. That gives you kind of a rough idea of those. Internationally, Pringles will be a very important brand in all three regions for snacking. Unfortunately, we're not organized this way, so we don't have all that back data for you, Jason. I do wanna get back to your growth rate question. If you look at the last few years individually, you're right, there's some wonkiness in 2020 and 2021. That's why we try to give you a two-year CAGR. You've seen consistent growth in Europe, Latin America and AMEA on snacks led by Pringles. You've seen overall good sales growth in cereal in those three regions, and you've seen exceptional growth in noodles and other during those three years. While we don't have the breakout of that new structure going way back, that can give you an idea from an organic net sales growth of each of those subsets. Does that make sense? Yep. Yep, makes plenty of sense. Thanks a lot. I'll pass it on. Thank you. Our next question comes from Jonathan Feeney of Consumer Edge. Jonathan, your line is now open. Hey, good morning, and thanks very much. Historically, you know, past couple of decades, these kinds of transactions have had a mixed reception at retail. Clearly, you know, you talked about competing for resources internally with North America and cereal and other places. From a retailer perspective, sometimes it can be interpreted that this kind of a split up means less resources, you know, for a business like that, or at least less prioritization from what will be a smaller organization. Have you previewed this change to retail partners? Have you any sense internally, you know, what that kind of reaction would be? What steps proactively can you take to, you know, position this as you've positioned it to us as positively as possible? Thanks. Yeah. Thanks, Jonathan. We obviously have not previewed this with customers prior to. I've had some interactions early in the day with our customers and, you know, it's an exciting time for us, and I think the fact that the North American Cereal business is of the scale that it is with the household penetration that it has, the iconic brands it represents, it is important for retailers, absolutely important. I think we can convince, you know, we've convinced ourselves that this is absolutely the right thing to do for our cereal business. It's a value creation opportunity for the entirety of the company, but it is the right thing to do for our cereal business, and I think that will translate well with our customers so that they know that the Kellogg's Cereal business in the United States, Canada, and the Caribbean has a dedicated, focused management team, dedicated customer teams that have really one objective, and that is to win in cereal with our, you know, retail partners. The fact that it's got that scale I think is very helpful. Internationally, it remains, you know, together, and so no issues there. We'll be having those conversations over the coming days with our customers, and we will make, you know, the commitment that we are, you know, absolutely dedicated to the partnerships that we have with them, and that we're gonna make this a winning, you know, a win-win exercise for them and for us. Thank you. Our next question comes from Steve Powers of Deutsche Bank. Steve, your line is now open. Hey, guys. Good morning. Thanks. First, just a couple of financial questions. Just on Bryan Spillane's pension question. I guess my intuition is that the U.S. cereal business would carry the majority of that pension. Is there any reason to think that intuition is incorrect? Number one. Number two, over the next 18 months, I understand you're gonna be adjusting out some of the costs associated with positioning for this three-way split. Is there any estimate of the cash costs that you will incur alongside that, even if it'll hit the P&L? I'm just interested in the incremental cash that will have to go to fund this initiative over the next 18 months. Yeah. I think on the pensions, like I said, right, I think there's work to be done as part of the carve-outs. We'll update you when we have the information. I think, you know, the pensions will flow with the businesses, and the plants. You know, each has its own profile. You know, we'll give you more details as we progress the work through the carve-outs. Okay, any color on cash? On the cash, again, I think, you know, we'll update you as part of our next earnings call, and as part of our guidance for cash flow. You know, we will obviously be incurring costs, but I think, you know, we'll give you an update on August fourth. Okay, cool. Steve, I guess this question's been asked a couple of different ways. I conceptually, you know, fully get the idea of enhanced benefits from focus as you go forward. I guess, are there specific instances you can point to in the recent past where you've not been able to move as quickly as you would've liked to, or you've not been able to apply the focus that you would've liked to, or you haven't been able to optimally allocate capital? I'm trying to get a better sense of the problem you're trying to solve by doing this at this particular point. Yeah, Steve. Let me take a stab at that. I wouldn't phrase it as a problem we're trying to solve because, again, we've turned the business very successfully back to growth. Obviously there's been a lot of noise as Jason pointed out, you know, with COVID and all the other various things. Our portfolio is hitting its stride right now, and so this is an opportunity to make it even better. To your question, if you think about just the, you know, MorningStar and the environment that it competes in right now has changed fairly dramatically from where it was just a couple of years ago with players that are, you know, coming in very rapidly, that are not profitable, that are, you know, playing a different game. This allows MorningStar Farms to play that different game, because it's an independent company, it will have its own strategy, and it may be more aggressive in that strategy in the way that it expands cross-channels, the way that it expands internationally, because it won't have the burden of being part of a global corporation where its, you know, its profit is in our base, right? It's very difficult to think about that in a different way. If you think about the cereal business, again, the opportunities that it creates, and I said this earlier, is it's not a diminution of resources, right? That business, as it grows and as it grows its margin profile, will generate cash and will generate more cash and more profit and will allow it to, you know, make investments in areas where, as a global corporation, it would have to compete with a Cheez-It expansion in Brazil. Well, it won't have to do that anymore. We believe that we'll create resources, we'll create the future opportunities for these businesses. The strategic imperatives that they face, they'll be able to face with a focused resource plan and a management team that, you know, at this point is just a little bit different. Okay, fair enough. Thank you very much. Thank you, Steve. Our next question comes from Rob Dickerson of Jefferies. Rob, your line is now open. Great. Thanks so much. Just first question, try to keep it simple. Just in terms of the dividend allocation, I believe you said, you know, you maintain kind of current level of dividend and split between the companies. Obviously in precedent transactions like this sometimes, right, the higher growth vehicle might not pay as much and look to reinvest in terms of, you know, further acquisitions while, you know, more of the "cash co" might pay more of a dividend. I haven't heard anything really touched on that side. Is that something that we should be thinking about just given, you know, the potential growth profile of cereal and maybe, you know, not as many acquisition opportunities if you were to stay in a vertical? That's the first question. Yeah. I think we'd expect. Like I said, you know, in aggregate, we'd expect the dividend to be similar to where it is right now. I think, you know, both companies, both Snack Co, as well as North America Cereal Co, the dividends would be attractive and, you know, would be competitive with their peer set. I think, you know, the specifics, more details we'll provide you as we get closer to the spins. That's our thinking right now. All right, fair enough. Just quickly, kind of have to ask, you know, just given, you know, you did throw out there, you know, potential sale of the plant business, you know, at some point in due time, is there anything that would preclude you from selling that business before the actual spin date with the appropriate offer? That's all I have. Thanks. Yeah, no. When we made the announcement, Rob, you saw that we talked about a spin. We're committed to a spin, but we will also evaluate other strategic alternatives should they present themselves. That could happen at any time. I'd say the clock starts on this call right now as this has gone public. We believe that the business is a terrific business with great value. That's why, you know, we put that out there in terms of optionality. Operator, I think that's all we have time for so that we can turn it back to Steve for some closing remarks. Yeah. Look, thanks, everybody, for jumping on the call and, you know, kind of a last-minute thing. I'm sure you recognize the importance of this announcement today. You know, Mr. Kellogg started this great company 116 years ago today. The fact that we're making this announcement, we're making this decision, and we're doing it from a position of our choice, right? This was our evaluation, our choice. We're doing it from a position of strength, and we're absolutely excited about it. We think it's, you know, the right thing to do for us at absolutely the right time. It is nothing short of transformational for this great company. I hope you're as excited as we are. We think the future is very bright for three of these companies, for all three of these companies. It is a true value creation journey that we're embarking on. I'll close with the next 18 months, we are gonna be dedicated and solely focused to delivering the business day in and day out as we've done. We can only do that because we've got the greatest employees who are dedicated to making that happen. This is a, you know, big announcement for all of them today. I'm looking forward to just shortly addressing all of them in a global town hall. Thanks for your interest. We appreciate your time, and we'll talk to you soon. Thank you all for joining today's call. You may now disconnect your lines and have a lovely day.