Good morning and welcome to the Kellogg Company's Fourth Quarter 2022 Earnings Call. All lines have been placed on mute to prevent any background noise. After the speaker’s remarks there will be a question-and-answer session with publishing analysts. At this time I will turn the call over to John Renwick, Vice President of Investor Relations and Corporate Planning for Kellogg Company. Mr. Renwick, you may begin your conference call.

Thank you, operator. Good morning and thank you for joining us today for a review of our fourth quarter and full year 2022 results as well as our outlook for 2023. I'm joined this morning by Steve Cahillane, our Chairman and Chief Executive Officer; and Amit Banati, our Vice Chairman and Chief Financial Officer. Slide Number 3 shows our forward-looking statements disclaimer. As you are 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 third slide of this presentation, as well as to our public SEC filings. This is a particular note amidst the current operating environment, which includes unusually high input cost inflation, global supply disruptions, and other uncertain global macroeconomic conditions, all of whose direction, length, and severity are so difficult to predict. A recording of today's webcast and supporting documents will be archived for at least 90 days on the Investor page of kelloggcompany.com. As always, when referring to our results and outlook, unless otherwise noted, we will be referring to them on an organic basis for net sales and on a currency-neutral adjusted basis for operating profit and earnings per share. And now, I'll turn it over to Steve.

Thanks, John and good morning, everyone. The fourth quarter completed what was an excellent year, competitively, financially, and in terms of the grit and skill, our organization demonstrated in executing through what were truly extraordinary circumstances. The strength of our snacks portfolio was clearly evident with double-digit net sales growth across all regions underpinned by strong end market performance. We sustained exceptional growth in emerging markets led by our noodles and other portfolio in Africa, but also posting strong growth in snacks and cereal across EMEA and Latin America. We mitigated the profit impact of unusually high input costs that accelerated during the year, leaning into productivity and carefully executed revenue growth management actions. We navigated through economy wide supply bottlenecks and shortages and worked to restore capacity in much of our business, most notably in North America Cereal and North America Frozen Foods. The result of all of this was strong financial delivery that exceeded expectations throughout the year prompting us to raise guidance more than once this year for net sales, operating profit and EPS and still over deliver that guidance thanks to a strong fourth quarter. We also announced, planned, and made significant progress towards a separation of our company that will not only improve performance of North America Cereal Co., but provide clearer visibility into the strength of the snacks oriented parent company. With all of this going on and amidst global supply disruptions and high costs, we kept our focus on sustaining momentum in all of our businesses. We stay true to our deploy for growth strategy, leveraging our growth shaped portfolio, orienting our brand building and innovation towards winning occasions and sustaining momentum in our biggest world class brands, all while working to restore service levels and leveraging all levers of revenue growth management in an attempt to keep up with soaring cost inflation. The results of this focus on sustaining momentum are shown clearly in our organic net sales growth which is shown on Slide Number 6. Not only did our sales come in ahead of expectations every quarter, but our growth accelerated sequentially every quarter and this growth was impressively broad based in all four of our regions and in all four of our major category groups, snacks, cereal, frozen and noodles and other. We also remain committed to our better day’s strategy towards environmental, social, and governance practices. Slide Number 7 show some examples of tangible actions taken and recognitions received during the fourth quarter alone, illustrating this continued commitment. And you can expect us to maintain this focus on execution and reliable financial delivery in 2023. Slide Number 8 shows that you can expect many of the same drivers of this financial delivery as we saw in 2022. Our snacks business, which is roughly half of today's Kellogg Company should see sustained momentum led by truly world class brands. In our strong emerging markets businesses, we expect to continue to drive growth and manage through what are always interesting macroeconomic conditions. Input cost inflation remains high, which means we will again be focused on realizing productivity and cost savings supplemented by utilizing all levers of our database revenue growth management disciplines around the world. And we continue to progress on our supply recovery in specific businesses. As a result, we are forecasting growth in net sales and operating profit that are above our long-term targets even as we continue to invest in the enhancement of capabilities, service levels, and the strength of our brands. Meanwhile, we continue to March towards the separation into more focused companies, starting with the spinoff of North American Cereal Company still scheduled for late this year. Work has progressed on the carving out of financials, the designing of new organizations, and the separation of key systems and processes. Separately, you'll recall that we were exploring strategic options for the plant based food business which represents about 2% of our company's net sales. Given current market conditions as well as our confidence in this business as a long-term growth vehicle, we have decided to retain it as part of global snacking company. We remain as confident as ever in the value to be created by making global snacking company and North American Cereal Company more focused with better visibility into and valuation of their performance and outlook. In short, we are poised for another good year of results. Before discussing our businesses in detail, let me now turn it over to Amit for a review of our financials.

Thanks, Steve, and good morning, everyone. Slide Number 10 provides a summary of our 2022 financial results. A better than expected performance in quarter four drove us to hit or exceed our guidance for the full year. Our net sales led the way accelerating to 16% organic growth in the fourth quarter and resulting in 12% organic growth for the year, which was higher than expected. This top line growth more than offset a sizable year-on-year increase in investment resulting in our adjusted basis operating profit growing 20% on a currency neutral basis in quarter four. This brought our full year growth to 7%, also exceeding expectations. Our adjusted basis earnings per share increased 17% on a currency neutral basis in quarter four despite being weighed down by the as anticipated increase in interest expense and reduction in pension income related to the decline in financial markets. This quarter four performance resulted in full year EPS growth of 5% on a currency neutral adjusted basis, ahead of our expectations. Cash flow came in at about $1.2 billion and increased from the prior year and in line with our expectations. Excluded from our currency neutral results of course is foreign currency translation, which reduced our net sales, operating profit, and earnings per share by about four percentage points in quarter four and about the same for the full year EPS. Now let's look at each metric in a little more detail. Slide Number 11 plays out the components of our strong net sales growth. Our double-digit organic growth and net sales in 2022 was driven by price mix which accelerated in the second half as we continued to execute revenue growth management actions around the world to cover accelerated input cost inflation. Volume grew slightly in the quarter due to continued recovery in North America Cereal and declined only modestly for the full year, reflecting both price elasticity that has not moved up as much or as soon as we had expected, as well as our replenishment of trade inventories during the year as our supply improved. Foreign currency translation was a headwind all year, with particularly adverse impacts in quarter three and quarter four. Let’s discuss gross profit on Slide Number 12. Supply disruptions created incremental costs and inefficiencies throughout the year and input cost inflation accelerated across the year. Yet because of productivity efforts and effective revenue growth management actions around the world, we were able to largely offset the dollar impact of those higher input costs and we grew our overall gross profit dollars this year. In fact, our gross profit dollars came in higher than expected both in quarter four and the full year. From a percentage margin perspective, though, there is a mechanical impact of matching input cost inflation which price realization. And because we could not cover the unpredictable inefficiencies from economy wide bottlenecks and shortages. We did see year-on-year increase in gross profit margin in quarter four as we lapped the first of two quarters impacted by the fire and strike and we finished the full year in line with expectations we had communicated. In 2023 we expect to continue to grow gross profit dollars while our margin stabilizes and improves slightly during the year. Some of this is related to the fire and strike impact being one time in nature largely isolated to quarter four 2021 and quarter one 2022. And some of it will come from bottlenecks and shortages gradually diminishing. But this improved margin performance will also be driven by price realization catching up to input cost inflation that is expected to moderate in the back half of the year. Moving down the income statement on Slide Number 13, we see how our SG&A accelerated its year-on-year increase across the year just as we said it would. After having been curved during severe supply disruptions including the fire and strike in North America our advertising and promotion investment was ramped back in the second half and finished the year roughly flat with 2021. Overhead meanwhile increased year-on-year in all four quarters as we gradually returned to travel and meetings and as we accrued higher incentive compensation related to our above budget financial performance. In 2023 the quarterly phasing of SG&A expense will be affected by lapping last year’s North America’s Cereal pull back on brand building in the first half and rapid ramp up in the second half. Slide Number 14 shows our continued upward trajectory on operating profit. Operating profit in the fourth quarter was up 16% year-on-year including a negative currency translation impact of almost 4 percentage points. While it was lapping a year earlier decline due to last year’s fire and strike, this year’s quarter four profits was above that of two years ago. Importantly it featured exceptional topline growth and a significant year-on-year increase in investment. For the full year our operating profit increased by 4% after a negative 3% impact for currency translation. As you can see on the slide, this operating profit was not only higher than 2021, it was also higher than two and three years ago. Slide Number 15 shows are below the line items which were again collectively negative to EPS growth in the quarter and therefore the full year. Driven by non-operating factors, they will be an even larger headwind in 2023. Interest expense was up sharply year-on-year in quarter four as rising interest rates affected the roughly one fifth of our debt that is floating. The quarterly run rate for 2023 interest expense will likely be a bit higher than this quarter four level. Other income decreased in quarter four and the full year. Most of this was related to the media remeasurement of certain U.S. benefit plans, though in quarter four it was partially offset by better than expected FOREX gains and interest income that we do not expect to repeat. As we have discussed previously, the decline in benefit plan income is related to 2022's fall in financial markets, which reduced the value of planned assets and raised interest rates. We remeasured about half of our planned exposure in the second-half of 2022 and 2023 will feel the impact of remeasuring all of our plans. Hence, we could see a year-on-year decline in other income in 2023 that is almost twice the decrease we recorded in 2022. Our effective tax rate came in a little higher than expected in quarter four and therefore the full year, mostly reflecting geography mix. For 2023, we expect the tax rate to be approximately 22%. Our JV earnings and minority interests were collectively flattish year-on-year in quarter four, finishing the year higher than last year, led by good performance by our joint ventures. Collectively, these are expected to be relatively flat in 2023. And average shares outstanding were flattish in 2022 as increased options exercises by employees over the course of the year offset the benefit of share buyback executed early in the year. Our cash flow and balance sheet also remained in very good shape as shown on Slide Number 16. Our cash flow increased year-on-year despite year-on-year swings in sales and receivables in December as we lapped last year’s fire and strike. This increase in cash flow over the past few years has helped us to reduce our debt right through 2022, leading to lower leverage ratios. This has given us enhanced financial flexibility even as we have continued to increase cash return to shareowners in the form of an increased dividend and buybacks this year. Let's now pivot to 2023, starting with Slide Number 17 and some key assumptions behind our guidance. First and most importantly, we expect to sustain a strong business momentum. Between price realization, the momentum of our categories, and the strength of our brand plans we are confident we can achieve another year of above algorithm net sales growth. And while input costs inflation remains high, it should decelerate year-on-year in the second half, and the same can be said for bottlenecks and shortages. Therefore, we expect to generate above algorithm growth for operating profit as well in 2023. Next, our guidance reflects the impact of headwinds on our non-operating below the line items. Interest expense will increase substantially because of the rise in interest rates worldwide. And non-cash pension income will drop sharply owing to lower asset values entering the year and to a higher interest charge reflecting the rise in interest rates. The pending spinoff of North America Cereal Co, is still targeted to be executed towards the end of the year. For simplicity reasons only our guidance assumes it remains in our results for the full year. Slide Number 18 shows our guidance by key metric. Organic growth in net sales is forecast to be in the 5% to 7% range, another strong year. Given the cost environment this growth will be weighted towards price mix, reflecting revenue growth actions from both 2022 and this year. Importantly, this net sales growth is expected to be broad based across our portfolio and led by momentum in snacks and in emerging markets. On an adjusted basis and excluding currency, we expect operating profit to grow in the 7% to 9% range. This above target growth will be driven by the strong net sales, which drives the growth in gross profit dollars that fuel increased brand building. At the earnings per share level, the strong operating profit growth will be more than offset by the pension and interest headwinds we discussed earlier. The impact of the accounting re-measurement of pension and post retirement alone is negative 7 percentage points to EPS growth. Again, it should be emphasized that this is a noncash, non-operating item, and it was driven by what was a rare steep decline in the financial markets in 2022. Without that item, our EPS would be up 3% to 5%, even despite the higher interest expense and tax rate. Cash flow is expected to come in somewhere between $1 billion and $1.1 billion. Our underlying base business cash flow will continue to grow year-on-year, reaching $1.3 billion to $1.4 billion, but there will be roughly $300 million plus of cash outlays related to the pending spin-off. This is a combination of cash costs and capital expenditure, all onetime in nature and all related to executing the transaction and setting up the stand-alone business. So to summarize on Slide Number 19, we continue to feel very good about how we are performing and about our financial condition. Across our regions and category groups, we sustained solid momentum in 2022, and we expect that momentum to continue in 2023. Amidst high cost inflation across inputs and energy, we were able to protect profit dollars through productivity and revenue growth management in 2022, and we will do so again in 2023. In an environment of disruptions up and down the supply chain, we have executed well and steadily improved service levels in 2022 and will continue to do so in 2023. In 2022, we delivered above-target growth in currency-neutral, net sales and operating profit, and we plan on doing that again in 2023. We have increased our cash flow and further deleveraged our balance sheet, giving us excellent financial flexibility going into 2023. And we remain as confident as ever in the value that can be created by spinning off North America Cereal Co. Not only will that business thrive amidst increased focus, but the strength of the remaining global snacking co. will be significantly more visible. So we are looking forward to another good year in 2023. And with that, I'll turn it back to Steve to discuss our individual businesses.

Thanks, Amit. Let's start with Kellogg North America on Slide Number 21. As you can see, our largest region performed very well in 2022, straight through the fourth quarter. We started the year with a lingering inventory impact and costs arising from the second half 2021 fire and strike as well as other supply disruptions. And quarter-by-quarter, we executed well, both from a supply chain perspective and a commercial perspective, finishing the year with very strong net sales and operating profit growth. Within North America, our largest segment is snacks, representing over half of our sales in the region. And this segment led the way in 2022, as shown on Slide Number 22. There was some timing of shipments, particularly year-over-year within the quarters, but North America Snacks finished the year in double-digit growth. In fact, North America Snacks has accelerated its organic net sales growth in each of the past four years. Leading the way were world-class brands like Pringles and Cheez-It, both of which generated double-digit consumption growth in 2022, and Pop-Tarts and Rice Krispies Treats, both of which sustained their multiyear momentum as well. Our North America Cereal business, as depicted on Slide Number 23. This business overcame enormous obstacles on its way to delivering very strong net sales growth. We entered the year depleted on finished goods inventories. As we rebuild those inventories, SKU by SKU, we were able to replenish retailer shelves more quickly than we anticipated. And during the second half, we were able to ramp up our commercial programs, and we've entered the new year with real momentum. Slide Number 24 shows the end market progress we have made since restoring inventories and commercial activity. As you can see, our performance has continued to improve sequentially, accelerating both our consumption growth and our share recovery. This business is back on track and is poised to sustain growth in 2023 when we will have a full year of commercial activity. In addition, with supply back in place, this business has begun to restore its profit margins. North America Frozen Foods is shown on Slide Number 25. This was another business that ran into capacity and supply challenges in 2022. For Eggo, it was simply a matter of strong demand over the last couple of years, putting us up against capacity. We put in capacity in midyear and since that time, Eggo's consumption growth has accelerated. And for Morningstar Farms, we experienced significant production issues at a co-manufacturer. During the fourth quarter, supply came back online and almost immediately, we saw signs of improvement in market. So moving to Slide Number 26, Kellogg North America has all the pieces in place for another good year in 2023. Our snacks brands are demonstrating undeniable momentum, and they represent more than half of our North America regions net sales. Our cereal business continues to outpace what has been very strong category sales growth as we continue to ramp up commercial activity. And our frozen businesses are getting past some severe supply constraints. Meanwhile, our productivity and revenue growth management actions are catching up to what has been steadily rising input cost inflation just as we are starting to see signs of bottlenecks and shortages receding. The result should be margin improvement for North America this year. And of course, North America will be moving full speed ahead with the carving out and spinning off of North America Cereal Company. We're making good progress with detailed implementation plans, all while remaining focused on delivering good financial results and executing in the marketplace. Now let's turn to Europe and Slide Number 27. Cost inflation accelerated faster in this region than others, particularly when energy prices and other costs soared after the outbreak of war in Ukraine. Our revenue growth management actions have yet to catch up to the accelerated cost pressures, pulling down profit in the last couple of quarters and will likely remain a pressure on profits into the first half of 2023. The fourth quarter also featured a meaningful year-on-year increase in brand investment. Nevertheless, Kellogg Europe had another good year, posting its fifth straight year of growth in both organic net sales and operating profit. Leading the way were snacks, which now represent more than half of our Europe region's net sales, as shown on Slide Number 28. And aside from the Russia impact and year-ago comparisons in quarter three, this segment drove strong double-digit net sales growth all year. This momentum is not new. This was our fifth straight year of organic net sales growth for Europe snacks. End market, Pringles generated strong consumption growth across key markets in the quarter and the full year. And in the UK, we also delivered rapid growth for Pop-Tarts and Rice Krispies Squares. Turning to our European cereal business and Slide Number 29, you can see that this business continues to deliver steady growth. On the strength of commercial activities and revenue growth management needed to cover rising costs, this business showed sequential acceleration in its organic net sales growth in each quarter. End market, category growth rates in markets across the region picked up in the fourth quarter, and we have been particularly pleased with accelerated growth and share gains for brands like Rice Krispies in the UK, Tresor in France, and Special K in several markets. So you can see that Kellogg Europe remains in very good condition as we head into 2023. As indicated on Slide Number 30, we expect to sustain momentum in snacks led by Pringles, but also increasingly accompanied by portable wholesome snacks like Pop-Tarts and Rice Krispies Squares. In cereal, we have strong brand plans, including renovation and innovation and a campaign celebrating our 25th year of our Better Days social program in the UK. We will continue to manage through cost and supply pressures, which are particularly heavy in the first half. And we have an agreement to divest our Russia business, though the deal's timing, approvals and final details are still pending. This business represents a little more than 5% of Kellogg Europe's total sales. So the impact of this divestiture should not be meaningful to adjusted basis results. Now let's turn to Latin America on Slide Number 31. As the chart shows, Kellogg Latin America grew net sales and operating profit strongly, both in the fourth quarter and full year. In fact, this region posted strong and accelerating organic net sales growth all year attributed to its brands, its commercial execution, and its expansion of route-to-market capabilities as well as its revenue growth management actions and its agility in managing through supply challenges. Our snacks business in Latin America is shown on Slide Number 32. This business has grown consistently over the years. In 2022, it led the organic net sales growth for the region with year-on-year growth of more than 20% in both the fourth quarter and the full year. The growth was broad-based, finishing the year with the fourth quarter that featured strong double-digit net sales gains across all of our sub regions, Mexico, Brazil, Pacific and the Caribbean and Central America region. The strong growth in the quarter and year was driven by price/mix needed to cover soaring cost inflation and adverse transactional currency impact. And while volume did decline, the elasticity was below historical levels. End market data shows sustained double-digit category growth in the quarter and the full year for our major salty snacks markets, with Pringles gaining share in both of its biggest Latin America markets, which are Mexico and Brazil. Our cereal business in Latin America also grew net sales organically in the fourth quarter and full year, as indicated on Slide Number 33. Early in the year, this business felt the impact of supply disruption coming out of North America's fire and strike, particularly in our Caribbean business. But as you can see, once that was behind us, our cereal net sales reaccelerated strongly. In market, our consumption growth was robust across the region in the quarter and the full year, led by key brands like Frosted Flakes in Mexico and Brazil, Corn Flakes in Brazil and Puerto Rico, and Froot Loops in Colombia. So moving on to Slide Number 34, Latin America, too, is poised for another good year in 2023. We expect to sustain momentum in snacks, led by Pringles, and we expect to continue to grow in cereal. We expect to improve profit margins this year, and work is well under towards carving out our Caribbean cereal business into the North American Cereal Company spin-off. We'll finish up our regional review with EMEA, shown on Slide Number 35. This region continues to deliver exceptional top line and bottom line growth. Net sales grew organically in the high teens or better all year long. In the fourth quarter, as for the full year, this growth was broad-based with growth across all of our sub regions, Africa, Asia, Australia, New Zealand and the Middle East and North Africa. The growth was also strong across all of our category groups: cereal, snacks and noodles and other. Despite enormous cost pressures, the region also delivered double-digit profit growth on a currency-neutral adjusted basis both in the fourth quarter and the full year. Snacks in EMEA posted outstanding organic net sales growth all year, as shown on Slide Number 36. This growth was led by emerging markets ranging from Asia, Africa to the Middle East. And it was led by Pringles, which sustained strong consumption and share growth across key markets, both in the quarter and for the full year. In Australia, we also realized good consumption growth in Pop-Tarts and Rice Krispies Treats both for the quarter and the full year. This bodes well for further international expansion of those brands. Cereal also posted strong organic net sales growth all year, as shown on Slide Number 37. As with snacks, the growth was led by price mix, with elasticity impact on volume being lower than usual. And we saw growth across all sub regions, both in the fourth quarter and the full year. Growth was most pronounced in Africa and the Middle East, but it also remained solid in Asia and Australia. Overall, for the measured markets of this region, we grew consumption and share in the fourth quarter and the full year. Our most developed market, Australia, posted strong consumption growth in the quarter and year, led by many of our biggest brands, including double-digit gains for corn pops, corn flakes and Sultana Bran. We also sustained good consumption growth in emerging markets with particular strength in India. And then we come to the largest segment of EMEA, noodles and other, which is shown on Slide Number 38. In every quarter this year, our EMEA noodles and other business recorded organic net sales growth of well over 20%. In fact, it has delivered double-digit organic growth every year since we consolidated the distributor portion of our West African business in 2018. Turning to Slide Number 39, we expect another year of strong top and bottom line growth for EMEA in 2023. Macro conditions can be challenging in Africa, and we have an experienced management team and joint venture partner to execute through them, which should enable us to sustain momentum in noodles and other. We should continue to see growth in cereal, led by our markets in Asia and we believe there is plenty of runway for Pringles to continue its strong growth. Meanwhile, EMEA will be looking to improve its profit margins as well. So with that, allow me to briefly summarize with Slide Number 41. From our results and our outlook, it should be very clear that our Deploy for Growth strategy has us focused on the right priorities and building the right capabilities and that our portfolio has been shaped decidedly towards growth. And following our planned separation later this year, visibility into the strength and performance of this portfolio will be even clearer. In fact, the vast majority of our portfolio is enjoying very strong momentum right now, as shown on Slide Number 41, and this is expected to drive above-target growth in net sales and operating profit in 2023. I want to thank our talented and dedicated Kellogg employees for making sure that nothing, not unusual economic conditions, not declining financial markets and pension accounting, not the preparation of a historical spin-off will distract us from continuing to deliver for our stakeholders. And with that, we'll open up the line for your questions.

Thank you. [Operator Instructions]. Our first question for today comes from Jason English of Goldman Sachs. Jason, your line is now open. Please go ahead.

Hey, good morning folks. Thanks for sliding me in. Lots of questions still on the table. Amit, maybe we can start real quick with you, housekeeping. We all have restaurants out here but based on current spot rates, where do you see FX coming in, in terms of impact to top and bottom line?

Yes. I think, Jason, just looking at the current rates, we'd say probably 1% to 2% impact on EPS and OP, maybe on sales around 3%. So that's kind of the outlook if you look at where the rates are today.

Okay. That's helpful. And then Steve, you mentioned that Europe is finishing strong and carrying good momentum in the year, but it sure doesn't look like that from a bottom line perspective. I mean the margins are kind of falling off, and falling off fast, as we exit the year. And I think you mentioned where the pressure is going to carry into next year. I missed part of it, though. I heard you say like higher marketing. Can you unpack that a little bit more for us, what's driving the substantial step down in profitability, and also touch on -- I mean we know you were probably through price negotiation periods right now, can you give us an update on where status sits on negotiating price in that market? Thank you.

Yes. Sure, Jason. In Europe, it's essentially, we're catching up, right? The inflation came fast and furious, and our ability to catch up to it was impacted in the third and fourth quarter. We also had, obviously, the Russia impact primarily, in the third quarter. Higher A&P continued to bolster our top line, which we're committed to doing. And so we're catching up. It's still going to be a bit of a pressure in the first half, as we mentioned, but our underlying business is very, very solid. And our ability to get price -- earned price has also been solid. It's never easy anywhere, but the European dynamics can be challenging, but we've been making our way through it. And so we have good confidence in the underlying momentum of the business. It's really just -- took a little time to catch up.

Okay. And the status on the price negotiations?

Yes, we're in reasonable shape right now, Jason. We don't like to talk too much about individual negotiations with our customers. They're doing everything that they always do, which is protect the consumer. We want to protect the consumer as well, be as affordable as possible, but we need to maintain our margins. And we're having those adult conversations, and they're proceeding constructively.

Okay, thank you.

Thank you. Our next question for today comes from Alexia Howard of Sanford Bernstein. Your line is now open. Please go ahead.

Hey, can you hear me. Good morning everyone.

Good morning.

Great, can I ask about the volume situation in the U.S., particularly as we rolled into 2023. I'm looking at the Nielsen data that came out yesterday, and it looked as though, frankly, that a lot of companies that was a bit of a step back. So two questions; one, is there anything you're seeing from the consumer that's shifting or is it just tough compares from Omicron last year? And then secondly, as I look at the U.S. cereal business on a two-year basis, looks like the volumes are still down mid-teens. So are we -- I know that right now, it's looking good year-on-year, but what does that imply for the ongoing price elasticity in that business as we lap the fire and strike from last year? Thanks, and I will pass it on.

Yes, Alexia. So for us in North America in the fourth quarter, volume was up. And obviously, overall revenue was up nicely. We did have a fairly easy comparison, particularly in North American cereal because of the fire and strike. On a two-year basis, though, we -- well, first of all, the trajectory of our North American cereal business is very, very solid, and we're very, very pleased with it. On a two-year basis, NSV is also up. I'm not sure what you're looking at, but it is up. Volume is down slightly as the category is. But our NSV on a two-year basis and a one-year basis is up in cereal. And we're very confident about the plans in 2023 that we have in place. We're confident about the distribution that we've been able to gain. We're confident about our shelf sets. Our consumer promotions are, as I said, really back on track. You can see Jalen Hurts and Tony the Tiger on television right now as a matter of fact, which is lucky for us that Jalen is in the Super Bowl. So feeling very good about our North American cereal recovery on a one year and two-year basis.

And then I think just to build on that from a guidance standpoint, we have incorporated rising elasticity. So that's built into our guidance for 2023.

Thank you very much. I will pass it on.

Thank you. Our next question comes from Michael Lavery from Piper Sandler. Michael, your line is now open. Please go ahead.

Thank you, good morning. Just wanted to follow up on the volume piece at a little bit higher level. Contrasting the declines you've had globally throughout the year with the relatively stronger performance in North America, excluding the 1Q hit from cereal obviously, but can you just unpack a little bit of what you're seeing differently and is it stimulus and sort of savings drawdown that supported volumes in the U.S. that now maybe is rolling over, just maybe inform how you think about the differences in the U.S. consumer versus what you're seeing around the world?

Yes. So it's different everywhere around the world. The U.S. has been strong. It's been relatively inelastic, particularly in our categories. So we've definitely benefited from that. There's no question that the U.S. balance sheet, consumer balance sheet still remains stronger than it was pre-pandemic, although continues to erode over time. The employment situation, as you know, in the U.S. is still very strong. So overall, the consumer in the U.S. is in a good place. And when you look at the categories that we play in, it remains very strong, right. So they are cutting out discretionary items, which, we all know, high-ticket items are under a lot of pressure. Our categories are doing very well. And if you look at the emerging markets, the same could be said, the consumer is very strong, surprisingly resilient in virtually all of our emerging markets, which has been very positive for our results from a category standpoint. And then we're doing well inside those categories. Europe is where you see -- if you go back a couple of quarters ago, we did indicate that we were seeing the beginning of elasticities returning, particularly in the cereal business, and we're seeing a little bit more of that. So the European consumer, I would say, is probably under more pressure than just about anywhere else in the world. And you see that, obviously, in the discretionary categories, and you're starting to see a little bit more of a normal return to elasticities in the European consumer. Still not back to pre-pandemic levels or what we describe as normal levels, but higher than it is in the rest of the world.

Okay. That's helpful color. And can I just squeeze in a housekeeping follow-up on the pensions, that's a big below the line item for you this year, obviously, but is there any meaningful split between cereal and the legacy, the rest of the company and just trying to understand when that happens. Does one side of the business or the other have a disproportionate impact from that?

No. I think it's not disproportionate. It's broadly in line with the size of the business.

Okay, thank you.

Thank you. Our next question comes from Rob Dickerson of Jefferies. Rob, your line is now open. Please go ahead.

Great, thanks so much. I guess just kind of first question housekeeping is, when should we expect to get a little bit more information on the spend? And then the second question simplistically is just around cash and CAPEX side. I don't know if I heard it. But in terms of the $300 million from the upfront charges and CAPEX of the spin, just provide a little clarity as to kind of where -- what's driving that?

Yes. So I think we are on track to execute the spend towards the end of the year. So leading up to that, we'll be providing all the information as well as having the Investor Day as you'd expect. So towards the end of the year is what we're working towards. I think the $300 million, it's a combination of onetime costs related to executing the transaction. So consultants, I think we're working very closely with some blue-chip advisers on program management, ensuring that we have a comprehensive program to manage the change and develop a comprehensive plan of action. I think it includes your typical banker loyal fees as well, as well as some capital expenditure to realign the supply chain to get IT systems up and running for the new cereal company.

Okay, I will follow-up. Thanks so much.

Thank you. Our next question comes from Ken Goldman of J.P. Morgan. Your line is now open. Please go ahead.

Hi, I just wanted to ask about your guidance for a -- I think the word was stabilizing gross margin this year. Just curious, does stabilizing mean down versus 2022 but at a maybe decelerating rate of decline? And I'm just curious, rather, what it implies for SG&A either as a percentage of sales or on a dollar basis. It would seem to imply that both would have to come down a little bit but just curious what your thoughts were on there?

I think on a full year basis, it will be flat to slightly up on gross margins, and I think it'll improve progressively as we go through the year. So I think that's kind of the range where we are on gross margin. And then I think from -- and I think just the puts and goals in gross margin, obviously, from a positive, we've been lapping the fire and the strike. We do expect bottlenecks and shortages to moderate as we go through the year. We are starting to see that in -- as well. So that, I think, would be a positive tailwind from a gross margin standpoint. I think from an input cost standpoint, we expect mid-teens inflation, and that's what our guidance incorporates. So it's still elevated. It's moderated from what we saw in 2022, but still elevated. And I think we continue to see input cost inflation in oils, in corn, in wheat, rice, potatoes. So that's been built in. And I think from a phasing standpoint, we'd expect gradual improvement in the year-on-year change of gross profit margin as the year progresses. And then I think to your question on SG&A -- now I think on your question on SG&A, I think we'd expect an increase in overheads broadly in line with inflation, I think as normal activity continues to restore. And then from a brand building standpoint, we'd expect an increase as we -- as supply is restored full year of brand building through the year.

Great, thank you so much.

Thank you. Our next question comes from Andrew Lazar from Barclays. Andrew, your line is now open. Please go ahead.

Great, thanks so much. Steve, there's a concern, I think, among investors for the group as a whole, right, that supply constraints ease and the benefit from pricing wanes, food companies will somehow choose to sort of ramp promotional spending to maybe more irrational levels to drive volume. And I guess this concern seems particularly acute, I think, in really cereal space, partly because Kellogg is obviously heading towards a split of the business. And I'm just curious how you'd kind of respond to that concern and get a sense for what your plans are in terms of in-market sort of activity as you go through the year? Thanks so much.

Yes, Andrew, we really don't have that concern. We haven't seen anything that would point to an irrational environment on the horizon. And as our supply has improved, we've been gradually restoring merchandising activity, which is an effective complement to our brand building, always has been. And so it's not a bad thing. It's not a bad thing to obviously drive displays, as you well know, drive merchandising activity. And from a supply standpoint, it's not as if there's a lot of excess capacity in our categories for us, certainly, and I think even for some of our competitors. So when you look at that, when you look at the supply availability, when you look at the demand creation, which is out there, and available, I see a very rational environment on the horizon.

Thanks so much.

Thank you. Our next question for today comes from Robert Moskow from Credit Suisse. Robert, your line is now open. Please go ahead.

Hi, thanks. Amit, I was hoping for a little more color on the phasing for your operating profit growth by quarter. Like first quarter, for example, I think you have an easy comparison on gross profit dollars, but then you're going to increase SG&A investment. So do you think first quarter profit growth is higher than your annual average or is it not really much different?

Yes. I think certainly, from a gross margin standpoint, as I mentioned, right, we'd be lapping the fire and strike in quarter one. But I think on the brand building in particular, right, if you recall, last year in quarter one and quarter two, we had pulled back as we were emerging from the strike. So you're going to have that negative lap in quarter one and into quarter two as well. So it's kind of -- those are the puts and goals from an operating profit phasing standpoint.

Okay. A quick follow-up, can you give a little more color on what your process was for pursuing the spin-off of Morningstar, did you also seek a buyer in this process, and what do you think the results will be like in 2023, can it improve off of 2022 or expect a weak year?

Yes, Rob, I would say definitely will improve in 2023. That is our plan. And the process was very thorough. We said from the beginning, we were going to pursue a spin but would look at other strategic alternatives. We did that. And if you recall, when we began this process, valuation for peer companies were stratospheric compared to where they are today. They've come down quite substantially. So the thesis when we started the process was to truly unlock shareholder value if we could attract the same types of multiples in the public market, we should pursue that. The environment has clearly changed. And when we look at what's on the horizon for this category, we see an imminent shakeout coming. It's happening already. And there'll be a couple of players left standing, and Morningstar Farms still has some of the highest household penetration, highest name recognition, fantastic foods, strong in the freezer space where this consumer is migrating back to, and profitable, unlike many of the peers. So as we step back and look at it, we are the best parent for Morningstar Farms. And when we shared with our people this morning that we were keeping the business, there was elation. And so there's a lot of momentum underlying in our people, in their plans, and we're optimistic for 2023. And more importantly, we're optimistic beyond that because when the shakeout continues, there'll be a few left standing. And the underlying consumer drivers around health and wellness, around environmental concerns, around moving away from animal proteins, all still remain. And Morningstar Farms has one of the cleanest labels out there. And so there's a lot going from Morningstar Farms, and we're excited to keep it.

Thank you.

Thank you. Our next question comes from Bryan Spillane from Bank of America. Bryan, your line is now open. Please go ahead.

Thanks operator. Good morning everyone. Steve, maybe just to take a step back on the snacking business. And obviously, there's a lot of focus on getting these businesses separated. But as we look forward, like how do you -- how opportunistic or how aggressive can you be in M&A, there's a lot of opportunities for acquisitions in snacking, it's definitely proven to be a very resilient category through everything we've been through the last couple of years, so just trying to get a sense of how quickly you might be able to begin adding to the portfolio or it's not really part of what you think the strategy will be going forward?

Yes. Thanks, Bryan. I think it will be part of the strategy. Obviously, we're going to execute the spin. That's priority number one. And we'll execute the spin, and we'll have a global snacking company with a very strong balance sheet, cereal company as well. And so as we look for opportunities, we'll look for organic and inorganic opportunities. And our organic opportunities, as you can see, with Pringles remain exceptional, with Cheez-It, Rice Krispies Treats, remain exceptional. Cheez-It is only now really leaving the United States and expanding overseas in Canada, Brazil, and soon other geographies as well. So on balance, we'll look at those opportunities for continued organic growth, but where we can supplement our portfolio with additions, we'll definitely look to that because we do have great capabilities in snacking, great route-to-market, and bolt-ons or bigger will be part of our considerations going forward.

Okay. And then just as a follow-up, just as we're thinking about the split going forward, how dependent -- like is there any risk that if the markets really melt down or valuations change or just what's the risk that you decide to pull it or is there -- like what conditions would create a scenario where you delay it or pull it?

Well, Bryan, you never say never, obviously, right. But we are very, very confident that there's no condition by which we won't execute the spin by the end of this year. It's a tax-free spin-off, a dividend to our shareholders really. And so we don't have to rely on the debt markets. We don't have to rely on IPO markets, equity markets. It's a dividend to our shareowners and nothing is without risk, but we have a very high degree of confidence, and we absolutely plan on executing this by the end of the year.

Great, thanks. We look forward to see you guys on a CAGNY.

Thanks Bryan.

Thank you. Our next question comes from Eric Larson of Seaport Research Partners. Eric, your line is now open. Please go ahead.

Yeah, thanks for squeezing in everybody. Congratulations on a good year. So my question is really this, Europe seems to be the one area that might have a little more uncertainty for the kind of the forward look, probably a pretty difficult first half comparison, maybe better second half. Do you expect Europe to make a good positive contribution this year to the U.S. total? And are there any special onetime events that you had last year, either as a headwind or a tailwind, such as promotional events where Pringles has been very strong in things like soccer events, etcetera? Is there -- can you kind of peel back an onion a little bit for us on kind of the forward 12-month outlook for Europe?

Yes, Eric, thanks for the question. I'd say there's nothing unusual that we're lapping aside from an easier comp when we get to the Russian comparisons is one. And the first half is really the catch-up -- pricing catching up to costs, and we're very confident that we're going to do that. The underlying brand strength remains very strong. Europe has just completed their fifth year of growth and so it's been a long story of underlying momentum driven by great execution on Pringles. We've got a great plan for Pringles again based on a number of different activities, strong consumer engagement, strong customer engagement with Pringles. Our cereal brands remain strong. And one of the real surprises has been our portable wholesome snacks has really returned to growth and is doing quite well. And so it's a first half, second half, but it's really more in terms of catching up, which we're in process of doing. And we can see it. We can see it in our forecast that it's happening, and it gives us a great deal of confidence that there'll be a sixth year of growth in Europe. You want to add anything?

No, I think just building on the phasing comment, I think we'd be expecting to catch up on the pricing at an increasing rate through the first half. And then I think in the second half, the combination of the pricing having been caught up as well as easier comp and, hopefully, moderating inflation, I think, would lead to a higher growth, OP growth in the -- operating profit growth in the second half.

One quick follow-up. Given that your pension income is really kind of a noncash event, but I think it gets priced and looked at as a cash event, have you ever considered reporting your EPS on a cash EPS basis as opposed to the way you report it now?

No, we haven't, but we'll certainly study that.

Thank you.

Thank you. Our next question for today comes from Steve Powers of Deutsche Bank. Steve, your line is now open. Please go ahead.

Hey, great. Good morning. Thanks guys. Maybe to start, just some follow-up on a couple of topics that came up earlier. Just -- the first one on the cash cost, the CAPEX associated to $300 million, is that -- is there any kind of timing element on that, does that -- has that come pretty equally throughout the year, does it build as we get closer to the actual event? And on pricing, I'm sure there's incremental pricing in 2023 in the emerging markets. It sounds like there's pricing to come in Europe. My question is, is there any kind of material magnitude of pricing anticipated in the U.S. and if so, could you give us a little sense of the magnitude there?

I'll start with the pricing and let Amit take the CAPEX. I'll start with what we always talk about in terms of we're not going to get into forward-looking pricing and customer negotiations and things of that nature, but we always start with the first line of defense against rising costs is productivity. And so this is -- the receding of bottlenecks and shortages have given us the opportunity to really put together more historic productivity plans because all that noise is starting to recede. And so we will have an aggressive productivity plan. But as Amit talked about, our intention is to stabilize margins to slightly grow them. So that's going to require revenue growth management throughout the year, and that'll look different throughout the year, depending on what geography it is. But that is our intention.

And I think in terms of the onetime costs and the phasing through the year, I mean, we're right in the middle of the program. And so I think you could expect it to be spent through the year. So there's nothing particular to call out in that.

Okay. Yes. Okay, great, thank you. And I guess the other question is and I appreciate that a lot more will be forthcoming on this. But just in terms of thinking about the North American Cereal Company and its anticipated prospects over the course of 2023 relative to the total enterprise and the guidance you gave this morning. Is there a way to frame the expectations for organic growth and operating profit growth of that North American cereal portion of the business relative to the total company guidance you gave today?

Yes. We don't go into that category level, but you can look at the momentum that we have and the comments I made earlier. We plan on continuing that momentum, getting back TDPs that were lost that's been very successful up to this point and to continue to grow our gross margin. We came to a low point, obviously, because of the fire and strike. So we're coming off that. But the underlying momentum, the trajectory of the business, we feel very good about, and we aim to continue that trajectory.

Okay. Thank you very much.

Operator, we are at 10:30, so we are out of time. But everybody, thank you for your interest in Kellogg. And please give us a call if you have any follow-up questions.

Thank you for joining today's call. You may now disconnect your line.