11-K 1 kelloggsi202311-k.htm 11-K Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 11-K
 
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)

ýANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
OR
 
¨TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission File No.: 001-04171
 
A.FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT FROM THAT OF THE ISSUER NAMED BELOW:
Kellanova Savings and Investment Plan
 
B.NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE:
Kellanova
412 N Wells St.
Chicago, IL 60654




Kellanova
Savings and Investment Plan
Financial Statements and Supplemental Schedule
December 31, 2023 and 2022


Kellanova
Savings and Investment Plan
Index
Page(s)
Report of Independent Registered Public Accounting Firm
3-4
Financial Statements
Statements of Net Assets Available for Benefits
December 31, 2023 and 2022
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31, 2023 and 2022
Notes to Financial Statements
December 31, 2023 and 2022
7 - 20
Supplemental Schedule
Schedule H, line 4i - Schedule of Assets (Held at End of Year)
December 31, 2023
21
Signature Page
22
Exhibit Index - Consent of Independent Registered Public Accounting Firm
23-24
Note:    Other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.







Report of Independent Registered Public Accounting Firm

To Plan Participants and ERISA Finance Committee of
Kellanova Savings and Investment Plan
Chicago, Illinois

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of the Kellanova Savings and Investment Plan, (formerly the Kellogg Company Savings and Investment Plan) (the “Plan”) as of December 31, 2023 and 2022, the related statement of changes in net assets available for benefits for the years then ended, and the related notes (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2023 and 2022, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements 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 Plan 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risk of material misstatement of the 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 financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by the Plan’s management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Supplemental Information

The supplemental information in the accompanying Schedule of Assets (Held at End of Year) as of December 31, 2023, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but included supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the



underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ BDO USA, P.C.

We have served as the Plan’s auditor since 2016.

Grand Rapids, Michigan
June 24, 2024

Kellanova
Savings and Investment Plan
Statements of Net Assets Available for Benefits
December 31, 2023 and 2022

20232022
Assets
Plan's interest in Master Trust at fair value$1,377,719,541 $1,378,494,912 
Plan's interest in Master Trust at contract value186,329,217 219,356,945 
Self directed brokerage accounts at fair value27,628,419 26,093,881 
Notes receivable from participants19,114,836 18,774,938 
Total assets1,610,792,013 1,642,720,676 
Liabilities
Accrued administrative and trustee fees202,481 168,377 
Total liabilities202,481 168,377 
Net assets available for benefits$1,610,589,532 $1,642,552,299 

The accompanying notes are an integral part of these financial statements.

5

Kellanova
Savings and Investment Plan
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31, 2023 and 2022

20232022
Additions:
Contributions:
Employer$46,789,025 $46,508,253 
Participant63,732,510 63,128,340 
Rollovers from other qualified plans7,305,702 21,184,979 
Total contributions117,827,237 130,821,572 
Earnings/(losses) on investments:
Plan's interest in income/(loss) of Master Trust249,849,580 (321,825,235)
Net appreciation/(depreciation) in fair value of Self directed brokerage accounts4,817,173 (4,820,849)
Interest income on notes receivable from participants1,074,643 870,525 
Total additions373,568,633 (194,953,987)
Deductions:
Participant withdrawals(174,914,208)(211,025,719)
Administrative and Trustee fees(1,300,399)(1,127,030)
Total deductions(176,214,607)(212,152,749)
Net increase/(decrease) prior to plan transfers197,354,026 (407,106,736)
Net loan transfers from plan:
(863,558)
Net asset transfers from plan:
(228,453,235)— 
Net increase/(decrease) in assets available for benefits:(31,962,767)(407,106,736)
Net assets available for benefits:
Beginning of year1,642,552,299 2,049,659,035 
End of year$1,610,589,532 $1,642,552,299 

The accompanying notes are an integral part of these financial statements.

6

Kellanova
Savings and Investment Plan
Notes to Financial Statements
Years Ended December 31, 2023 and 2022
1.Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Kellanova Savings and Investment Plan (the Plan) have been prepared in conformity with accounting principles generally accepted in the United States (GAAP). The accounts of the Plan are maintained on the accrual basis.
Investment Valuation and Income Recognition
The Plan’s investments are stated at estimated fair value, except for the Plan's interest in guaranteed investment contracts which are stated at contract value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the market participants at the measurement date. See Note 6 for discussion.
The Plan’s interest in income/(loss) of the Kellanova Master Trust (Master Trust), formerly the Kellogg Company Master Trust, which consists primarily of the realized gains or losses on the fair value of the Master Trust investments, dividend and interest income, and the unrealized appreciation/(depreciation) on those investments, is included in the Statements of Changes in Net Assets Available for Benefits.
An investment transaction is accounted for on the date the purchase or sale is executed. Dividend income is recorded on the ex-dividend date; interest income is recorded as earned on an accrual basis.
The net appreciation/(depreciation) in the fair value of investments reflects both realized gains or losses and the change in the unrealized appreciation/(depreciation) of investments held at year-end. Realized gains or losses from security transactions are reported on the average cost method.
Guaranteed Investment Contracts
The Master Trust invests in synthetic guaranteed investment contracts and a separate account insurance contract, for which GSAM Stable Value, LLC is the investment manager. The Master Trust enters into a contract with an issuer to receive a rate of return based on underlying investments. For the synthetic contracts, the Master Trust acquires, retains title to and holds the underlying investments in a separately identified custody account. The underlying investments typically include portfolios of fixed income securities or units of fixed income collective trusts. The rate of return is based on a formula described within the terms of the contract (the crediting rate). The incremental value (if any) of the contract itself is based on i) issuer ratings as determined by credit ratings, which are published by rating agencies and ii) the present value of the change in each contract’s replacement cost. At December 31, 2023 and 2022, the present value of contract replacement cost approximates current contract cost.
Contract value is the relevant measurement attribute for that portion of the net assets available for benefits attributable to the fully benefit responsive guaranteed investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. Contract value, as reported to the Plan by GSAM Stable Value, LLC, represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value.


7

Kellanova
Savings and Investment Plan
Notes to Financial Statements
Years Ended December 31, 2023 and 2022
There are no reserves against contract value for credit risk of the contract issuers or otherwise. The crediting interest rate is based on a formula agreed upon with the issuers, but it may not be less than zero percent. Such interest rates are reviewed on a quarterly basis for resetting.
Certain events limit the ability of the Plan to transact at contract value with the issuer. Such events include the following: (1) amendments to the Plan documents (including complete or partial Plan termination or merger with another plan), (2) bankruptcy of the Plan Sponsor or other Plan Sponsor events (for example, divestitures or spin-offs of a subsidiary) that cause a significant withdrawal from the Plan, or (3) the failure of the Master Trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under the Employee Retirement Income Security Act of 1974 (ERISA). The Plan administrator does not believe that the occurrence of any such event, which would limit the Plan’s ability to transact at contract value with participants, is probable.
Except for the above, the guaranteed investment contracts do not permit the contract issuers to terminate the agreement prior to the scheduled maturity date at an amount different from contract value.
Allocation of Net Investment Income/(Loss) to Participants
Net investment income/(loss) is allocated to participant accounts daily, in proportion to their respective account balances on that day.
Expenses of Administration
Expenses of administration are paid by the Plan and allocated to participants' accounts on a prorata basis.

Participant Withdrawals
Benefit payments to participants are recorded when paid.
Notes Receivable From Participants
Notes receivable from participants are recorded at net realizable value. Interest income is recorded on the accrual basis. Related fees are recorded as administrative expenses and are expensed when they are incurred. No allowance for credit losses has been recorded as of December 31, 2023 or 2022. Loans determined to be uncollectible are deemed distributed and recorded as participant withdrawals.
Risks and Uncertainties
The Plan provides for various investment options in several investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risks associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits.



8

Kellanova
Savings and Investment Plan
Notes to Financial Statements
Years Ended December 31, 2023 and 2022
Contributions
Participant deferral contributions and related discretionary matching contributions are recognized in the plan year during which Kellanova (the Company) makes the respective payroll deduction from the participant's compensation. Discretionary employer non-elective contributions, if any, are recognized in the plan year to which the participant's compensation relates.

Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with GAAP requires the Plan’s management to make estimates and assumptions that affect the reported amounts of Net Assets Available for Benefits at the date of the financial statements and changes in Net Assets Available for Benefits during the reporting period. Actual results could differ from those estimates.

Trustees of the Master Trust and Self Directed Brokerage Account
Assets of the Plan, held within the Master Trust, are co-invested with the assets of other defined contribution plans sponsored by the Company in a commingled investment fund known as the Master Trust for which The Northern Trust Company is the trustee.

Effective January 8, 2021, a self directed brokerage account was established with Fidelity Brokerage Services, LLC. Fidelity Brokerage Services, LLC is the custodian of all funds held within the brokerage account. Due to these investments being held by a separate custodian, funds held within a participant's self directed brokerage account are presented as a separate plan investment on the Statement of Net Assets for Benefits. Investments earnings related to the self directed brokerage account are included in net appreciation/(depreciation) in fair value of self directed brokerage account.

Allocation of Net Investment in Master Trust
The Plan was established effective as of December 29, 1943. The Plan’s allocated share of the Master Trust net assets and investment activities is based upon the total of each individual participant’s share of the Master Trust. The Plan’s net interest in the Master Trust is equal to the net investment in the Master Trust held at The Northern Trust Company.
2.    Description of the Plan
The following description of the Plan, formerly the Kellogg Company Savings & Investment Plan, is provided for general information purposes only. Participants should refer to the Plan document for a more comprehensive description of the Plan’s provisions. The Plan operates as a qualified defined contribution plan with a 401(k) feature and was established under Section 401(a) of the Internal Revenue Code.
On October 2, 2023, Kellogg Company completed the separation of its North America cereal business resulting in two independent companies, Kellanova and WK Kellogg Co. In advance of the separation, the Plan transferred account balances for employees of the North America cereal business to a newly established 401(k) plan, sponsored by WK Kellogg Co. As part of the separation, shareholders of Kellogg Company Common Stock, including Plan participants that invested in the Company stock fund, were entitled to receive one share of WK Kellogg Co common stock for every four shares of Kellanova common stock. To effect the distribution, the Plan designated a separate WK Kellogg Co Common Stock Fund. New investments in the WK Kellogg Co Common Stock Fund were not permitted, however, transfers into other Plan funds were permitted.



9

Kellanova
Savings and Investment Plan
Notes to Financial Statements
Years Ended December 31, 2023 and 2022
Plan Administration
The Plan is administered by the ERISA Finance Committee and the ERISA Administrative Committee appointed by Kellanova.
The ERISA Administrative Committee has appointed Fidelity Workspace Services, LLC to provide recordkeeping and financial advisory services to the Plan and participants.
Plan Participation and Contributions
Generally, all salaried employees and non-union hourly employees of the Company and its U.S. subsidiaries, and certain union hourly employees covered by a collective bargaining agreement, are eligible to participate in the Plan on the date of hire. Certain locations are subject to auto enrollment and annual re-enrollment into the Plan. Annual re-enrollment will occur if the participant contributes less than 5% of their eligible wages. Participants may opt-out of the annual re-enrollment before January 31, of any given year.
Subject to limitations prescribed by the Internal Revenue Service, participants may elect to contribute from 1% to 50% of their annual wages.  Participants were eligible to defer up to $22,500 in 2023 and $20,500 in 2022.  Participants who have attained age 50 before the end of the year are eligible to make catch-up contributions. 
Contributions made by salaried and non-union hourly employees are matched by the Company at a 100% rate on the first 3% and a 50% rate on the next 2%. The full Company match is invested per the participant's fund selection. Union hourly employees covered by a collective bargaining agreement may have a different or no Company match.  Employee contributions are not matched by the Company until the participant has completed one year of service.

There are certain select unions who also receive a non-elective employer contribution; these unions may or may not also receive a Company match.  The contributions are determined based on a negotiated hourly rate and posted to participants’ account after each payroll cycle.

Employer contributions held in Kellanova common stock fund can be transferred by a participant at any time to any other investment fund available under the Plan, except for transfers prohibited under the Company's Insider Trading Policy.
In addition to the Company contributions described above, employees hired, rehired or who became eligible for the Plan on or after January 1, 2010 , who are not covered by a collective bargaining agreement and who are not eligible to participate in the Kellanova Pension Plan (KPP) will receive a service-based, nonelective Company contribution (Retirement Contribution). In addition, those employees impacted by the freezing of the KPP as of December 31, 2018, will also receive the Retirement Contribution. The Retirement Contribution is made each pay period, and is based on the employee’s years of service with the Company, as follows:
3% of base pay for service up to 10 years
•    5% of base pay for service of 10 years up to 20 years
•    7% of base pay for service of 20 years or more


10

Kellanova
Savings and Investment Plan
Notes to Financial Statements
Years Ended December 31, 2023 and 2022
The Retirement Contribution begins on the eligible employee’s date of hire.
Participant Accounts
Plan participants may elect to invest the contributions and account balances for their accounts in various equity, bond, guaranteed investment contracts, fixed income funds or Kellanova stock or a combination thereof in multiples of one percent. Each participant’s account is credited with the participant’s contribution and (a) the Company’s contributions and (b) Plan earnings, and charged with an allocation of administrative and trust expenses. Allocations are based on participant earnings or account balances, as defined.

Vesting
Participant account balances are fully vested with regards to participant contributions and the Company matching contributions. The Retirement Contribution will become fully vested upon completion of three years of service. At December 31, 2023 and 2022 forfeited nonvested balances totaled $776,206 and $1,063,447, respectively. Consistent with the Plan document, amounts forfeited in 2023 and 2022 were used to pay administrative expenses of the Plan and reduce future Retirement Contributions. In 2023 and 2022, Retirement Contributions were reduced by $0 and $1,000,000 from forfeited nonvested accounts, respectively.
Notes Receivable From Participants
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their account balance. Participants may have only one loan outstanding at any time. Loan transactions are treated as transfers between the Loan Fund and the other funds. Loan terms range from 12 to 60 months, except for principal residence loans, which must be repaid within 15 years. Interest is paid at a constant rate equal to one percent over the prime rate in the month the loan begins. Interest rates on loans held during year-ended December 31, 2023 and 2022 were 4.25%-9.5%, and 4.25%-8.0%, respectively. Principal and interest are paid ratably through payroll deductions. Loans determined to be uncollectible are deemed distributed and recorded as participant withdrawals.
Participant Distributions
Participants may request an in-service withdrawal of all or a portion of certain types of contributions under standard in-service withdrawal rules. The withdrawal of any participant contributions which were not previously subject to income tax is restricted by Internal Revenue Service regulations.
Participants who terminate employment may remain in the Plan or receive payment of their account balances. If the account balance is $5,000 or less, the terminated participant will receive the account balance in a lump sum. Otherwise, a participant's account balances may be received in a lump sum or installment payments. For any investment in Kellanova common stock, the participant can elect to receive that portion of their distribution in shares.
Termination
While the Company has expressed no intentions to do so, the Plan may be terminated at any time. In the event of Plan termination, participants will become fully vested in their accounts. After payment of all expenses, at the discretion of the employer, each participant and each beneficiary of a deceased participant will either (a) receive their entire accrued benefit as soon as reasonably possible, provided that the employer does not maintain or establish another defined contribution plan as of the date of termination, or (b) have an annuity


11

Kellanova
Savings and Investment Plan
Notes to Financial Statements
Years Ended December 31, 2023 and 2022
purchased through an insurance carrier on his behalf funded by the amount of his entire accrued benefit.
3.    Income Tax Status
The Plan administrator has received a favorable determination letter from the Internal Revenue Service dated June 16, 2017 regarding the Plan’s qualification under applicable income tax regulations. The Plan has been amended since receiving the determination letter. The Plan administrator believes the Plan is designed and is being operated in compliance with the applicable requirements of the Internal Revenue Code and believes the Plan is qualified, and the related trust is tax-exempt.
Accounting principles generally accepted in the United States of America require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

4.    Related Party Transactions
Certain investments held in the Master Trust are shares of Kellanova common stock and short term investment funds managed by The Northern Trust Company. The Northern Trust Company is the trustee as defined by the Plan and, therefore, these transactions, as well as participant loans, qualify as exempt party-in-interest transactions.
At December 31, 2023 and 2022, the Plan respectively held $47,157,826 invested in Kellanova common stock and $64,849,466 invested in Kellogg Company common stock through a unitized stock fund managed by the Trustee. Net purchases/(sales)/transitions of Kellanova Common stock was $17,691,640. The Plan held 843,460 units of Kellanova employer stock as of December 31, 2023, and received $2,558,534 of dividends. As of December 31, 2022, the plan held 911,577 units of employer stock and received $2,078,158 of dividends.
The Northern Trust Company charges an asset based fee and a flat account based fee which are paid to the trustee as compensation for services performed under the Master Trust agreement.
Fees paid during 2023 and 2022 for management and other services rendered by parties-in-interest were based on comparable rates for such services. The majority of such fees were paid by the Plan. An immaterial portion was returned to the Plan based on revenue sharing arrangements. The revenue sharing amounts received are used to pay the Plan’s administrative expenses.

5.    Reconciliation of Financial Statements to Form 5500


12

Kellanova
Savings and Investment Plan
Notes to Financial Statements
Years Ended December 31, 2023 and 2022
    The following is a reconciliation of net assets available for benefits per the financial statements as of December 31, 2023 and 2022 to Form 5500.
20232022
Net assets available for benefits per the financial statements$1,610,589,532 $1,642,552,299 
Adjustment from contract value to fair value for interest in Master Trust related to fully benefit-responsive investment contracts
(10,794,405)(15,471,551)
Net assets available for benefits per the Form 5500
$1,599,795,127 $1,627,080,748 
The following is a reconciliation of the Plan’s interest in income/(loss) of Master Trust per the financial statements for the years ended December 31, 2023 and 2022 to Form 5500.
20232022
Plan's interest in income/(loss) of Master Trust per the financial statements$249,849,580 $(321,825,235)
Less:
Trustee, administrative and financial advisory fees(1,300,399)(1,127,030)
Change in adjustment from contract value to fair value for interest in Master Trust related to fully benefit-responsive investment contracts
4,677,146 (20,671,524)
Investment gain/(loss) from Master Trust investment accounts per the Form 5500$253,226,327 $(343,623,789)
6.    Fair Value Measurements
The Plan’s assets are categorized using a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1    Inputs to the valuation methodology are unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2     Inputs to the valuation methodology include:
•    Quoted prices for similar assets or liabilities in active markets;
•    Quoted prices for identical or similar assets or liabilities in inactive markets;
•    Inputs other than quoted prices that are observable for the asset or liability; and
•    Inputs that are derived principally from or corroborated by observable market data by correlation or other means.


13

Kellanova
Savings and Investment Plan
Notes to Financial Statements
Years Ended December 31, 2023 and 2022
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3    Inputs to the valuation methodology are prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
Following is a description of the valuation methodologies used for assets measured at fair value.
•    Money market funds: Valued at the net asset value (NAV) of shares held by the Master Trust at year end using the fair value of underlying investments. The underlying investments of the short-term investment collective trust are high-quality money market instruments with short term maturities. Redemptions are allowed on every business day.
•    Common stocks: Effective January 8, 2021, the Kellanova Stock Fund (the Fund) is tracked on a unitized basis. At December 31, 2023, the Fund consists of common stock of Kellanova and funds that are held in the Northern Trust/Goldman Sachs Short Term Investment Fund that are sufficient to meet the Fund's daily needs. Unitization of the Fund allows for daily trades. The value of a unit reflects the combined market value of the common stock and the Northern Trust & Goldman Sachs Short Term Investment Fund held by the Fund. As of December 31, 2023, 885,973 units were held in the Master Trust at $55.91 per unit. As of December 31, 2022, 1,447,229 units were held in the Master Trust at $71.14 per unit. As of December 31, 2023, 207,451 units of WK Kellogg Co stock were held in the Master Trust at $13.14 per unit.
•    Mutual funds: Shares of mutual funds are valued at quoted market prices on a nationally recognized security exchange, which represent the net asset values of shares held by the Master Trust at year end.
•    Commingled/Collective trusts (CCT): Collective trusts are valued based upon the NAV of units held by the Master Trust at year end using the fair value of underlying investments. These investments represent fixed income, equity securities, international equity, domestic equity and U.S. debt securities. The CCT is valued at net asset value (NAV) of units held as reported by the manager of the collective trust fund. The NAV is used as a practical expedient to estimate fair value. This practical expedient is not used when it is determined to be probable that the CCT will sell the investment for an amount different than the reported NAV.
•    Separately managed fund: The separately managed fund is specifically designed for the Master Trust. The Master Trust owns units in the underlying investments of the fund, which consist of equity securities. Equity securities are valued at the closing price reported on the active market on which the individual securities are traded.
•    Self directed brokerage accounts: Underlying investments consist of common stocks, preferred stocks, bonds, mutual funds, and certificate of deposits which are valued at
the closing price reported on the active market on which the individual securities are traded.


14

Kellanova
Savings and Investment Plan
Notes to Financial Statements
Years Ended December 31, 2023 and 2022
The following table presents a summary of the Master Trust investments in certain entities that calculate NAV per share as of December 31, 2023 and 2022:
Investments at NAV as a practical expedient as of December 31, 2023
Fair ValueUnfunded CommitmentsRedemption FrequencyRedemption Notice Period
BlackRock Equity Index J$301,198,379 — DailyNone
Winslow Large Cap Growth Fund, Class C154,801,572 — Daily5 Days notice for >20% of funds held
BlackRock US Debt Index M Lending77,986,583 — DailyNone
BlackRock MSCI ACWI ex-US M Lending69,571,158 — DailyNone
BlackRock Russell 2500 Index M Lending44,264,351 — DailyNone
Capital Group Europacific Growth Trust (US) CL U278,556,703 — DailyNone
NT/Goldman Sachs Collective Short Term Investment Fund4,073,303 — DailyNone
Westfield Mid Cap Growth Equity CIT58,119,023 — DailyNone
Capital Group 2010 Target Date Retirement Trust3,071,372 — DailyNone
Capital Group 2015 Target Date Retirement Trust3,921,634 — DailyNone
Capital Group 2020 Target Date Retirement Trust16,076,187 — DailyNone
Capital Group 2025 Target Date Retirement Trust43,944,468 — DailyNone
Capital Group 2030 Target Date Retirement Trust63,690,296 — DailyNone
Capital Group 2035 Target Date Retirement Trust68,683,805 — DailyNone
Capital Group 2040 Target Date Retirement Trust57,700,727 — DailyNone
Capital Group 2045 Target Date Retirement Trust49,726,082 — DailyNone
Capital Group 2050 Target Date Retirement Trust36,979,737 — DailyNone
Capital Group 2055 Target Date Retirement Trust27,964,591 — DailyNone
Capital Group 2060 Target Date Retirement Trust12,049,032 — DailyNone
Capital Group 2065 Target Date Retirement Trust4,145,167 — DailyNone
Total Investments at NAV as a practical expedient$1,176,524,170 $— 



15

Kellanova
Savings and Investment Plan
Notes to Financial Statements
Years Ended December 31, 2023 and 2022
Investments at NAV as a practical expedient as of December 31, 2022
Fair ValueUnfunded CommitmentsRedemption FrequencyRedemption Notice Period
BlackRock Equity Index J Lending$330,962,150 $— DailyNone
T. Rowe Price Growth Stock Trust135,800,376 — DailyNone
BlackRock U.S. Debt Index M Lending80,763,635 — DailyNone
BlackRock MSCI ACWI ex-US Index M Lending104,243,403 — DailyNone
BlackRock Russell 2500 Index M Lending56,844,909 — DailyNone
Capital Group Europacific Growth Trust (US) CL U276,095,514 — DailyNone
NT/Goldman Sachs Collective Short Term Investment Fund7,363,060 — DailyNone
Allspring Discovery SMID Cap Growth CIT59,034,067 — DailyNone
Capital Group 2010 Target Date Retirement Trust5,748,087 — DailyNone
Capital Group 2015 Target Date Retirement Trust6,410,337 — DailyNone
Capital Group 2020 Target Date Retirement Trust25,028,392 — DailyNone
Capital Group 2025 Target Date Retirement Trust52,868,106 — DailyNone
Capital Group 2030 Target Date Retirement Trust71,479,273 — DailyNone
Capital Group 2035 Target Date Retirement Trust74,112,960 — DailyNone
Capital Group 2040 Target Date Retirement Trust65,038,926 — DailyNone
Capital Group 2045 Target Date Retirement Trust51,291,996 — DailyNone
Capital Group 2050 Target Date Retirement Trust37,068,850 — DailyNone
Capital Group 2055 Target Date Retirement Trust23,918,393 — DailyNone
Capital Group 2060 Target Date Retirement Trust9,553,040 — DailyNone
Capital Group 2065 Target Date Retirement Trust2,982,269 — DailyNone
Total Investments at NAV as a practical expedient$1,276,607,743 $— 



16

Kellanova
Savings and Investment Plan
Notes to Financial Statements
Years Ended December 31, 2023 and 2022
The major classes of investments of the Master Trust as of December 31, 2023 were as follows:
Level 1Level 2Level 3Total
Mutual funds$174,077,532 $— $— $174,077,532 
Separately Managed Fund - common stocks49,930,341 — — 49,930,341 
Kellanova stock49,214,833 — — 49,214,833 
WK Kellogg Co stock2,716,012— — 2,716,012 
Investments at Fair Value$275,938,718 $— $— $275,938,718 
Investments measured at net asset value as a practical expedient*1,176,524,170 
Total Investments at fair value1,452,462,888 
Guaranteed investment contracts measured at contract value190,602,319 
Total Net Investments of the Master Trust$1,643,065,207 
The classes of investments of the Self directed brokerage account as of December 31, 2023 were as follows:
Level 1Level 2Level 3Total
Self Directed Brokerage Account$27,628,419 $— $— $27,628,419 
Investments at Fair Value$27,628,419 $— $— $27,628,419 


17

Kellanova
Savings and Investment Plan
Notes to Financial Statements
Years Ended December 31, 2023 and 2022
The major classes of investments of the Master Trust as of December 31, 2022 were as follows:
Level 1Level 2Level 3Total
Mutual funds$203,574,466 $— $— $203,574,466 
Separately Managed Fund - common stocks95,824,362 — — 95,824,362 
Kellogg Company Stock102,552,901 — — 102,552,901 
Investments at Fair Value$401,951,729 $— $— $401,951,729 
Investments measured at net asset value as a practical expedient*1,276,607,743 
Total Investments at fair value1,678,559,472 
Guaranteed investment contracts measured at contract value365,199,544 
Total Net Investments of the Master Trust$2,043,759,016 
The classes of investments of the Self directed brokerage account as of December 31, 2022 were as follows:
Level 1Level 2Level 3Total
Self Directed Brokerage Account$26,093,881 $— $— $26,093,881 
Investments at Fair Value$26,093,881 $— $— $26,093,881 
*In accordance with Subtopic 820-10, certain investments that were measured at NAV per share (or its equivalent) have not been classified in the fair value hierarchy. The fair value amount presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the statement of net assets available for benefit.
7.    Kellanova Master Trust
The Plan has an interest in the net assets held in the Master Trust in which interests are determined on the basis of cumulative funds specifically contributed on behalf of the Plan adjusted for an allocation of income. Such income allocation is based on the Plan’s funds available for investment during the year.


18

Kellanova
Savings and Investment Plan
Notes to Financial Statements
Years Ended December 31, 2023 and 2022
Investments held by the Kellanova Master Trust and Plan at December 31, 2023 and 2022 are as follows:
2023 Master Trust Investments
2023 Plan's Interest in Master Trust Investments
    Common Stock - Kellanova$49,214,833 $47,157,826 
    Common Stock - WK Kellogg Co2,716,012 2,610,230 
    Mutual Funds
174,077,532 166,526,222 
    Separately Managed Fund - common stocks
49,930,341 48,883,494 
Investments at fair value
275,938,718 265,177,772 
Investments at net asset value (NAV)
Commingled Funds/Collective trusts1,176,524,170 1,112,541,769 
Total Investments at fair value
1,452,462,888 1,377,719,541 
Investments at contract value
    Guaranteed Investment Contracts190,602,319 186,329,217 
Total investments
$1,643,065,207 $1,564,048,758 
 
2022 Master Trust Investments
2022 Plan's Interest in Master Trust Investments
    Common Stock - Kellogg Company$102,552,901 $64,849,466 
    Mutual Funds203,574,510 171,961,027 
    Separately Managed Fund - common stocks95,824,362 79,480,707 
Investments at fair value
401,951,773 316,291,200 
Investments at net asset value (NAV)
Commingled Funds/Collective trusts1,276,607,699 1,062,203,711 
Total Investments at fair value
1,678,559,472 1,378,494,911 
Investments at contract value
        Guaranteed Investment Contracts365,199,544 219,356,945 
Total investments
$2,043,759,016 $1,597,851,856 


19

Kellanova
Savings and Investment Plan
Notes to Financial Statements
Years Ended December 31, 2023 and 2022
The Master Trust had no other assets or liabilities at December 31, 2023 and 2022.
Investments income (loss) attributable to the Master Trust for the year ended December 31, 2023 and 2022 was as follows:
2023
Net depreciation in fair value of investments
$277,697,821 
Interest and dividends
16,477,504 
Total investment gain/(loss)
$294,175,325 

2022
Net depreciation in fair value of investments
$(404,805,831)
Interest and dividends
17,076,495 
Total investment gain/(loss)
$(387,729,336)


8.    Subsequent Event
Subsequent events have been evaluated by management through June, 24 2024, the date these financial statements were available to be issued.




20

Kellanova
Savings and Investment Plan EIN: 38-0710690, Plan No. 001
Schedule H, line 4i – Schedule of Assets (Held at End of Year)
December 31, 2023
(a)(b)(c)(e)
Identity of Issue, Borrower, Lessor or Similar PartyDescription of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity ValueCurrent Value
*ParticipantsLoans, interest ranging 4.25-9.5%, with due dates at various times through October, 2037.$19,114,836 
*ParticipantsSelf directed brokerage accounts$27,628,419 
*Parties-in interest
21


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
KELLANOVA SAVINGS AND INVESTMENT PLAN
By:
/s/ Joel Vanderkooi
Dated: June 24, 2024
Name:
Title:
Joel Vanderkooi
Vice President and Treasurer
Kellanova














EXHIBIT INDEX
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Number
 
Document
Consent of Independent Registered Public Accounting Firm