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Section 1: 11-K (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)
ý
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
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:
Kellogg Company Savings and Investment Plan
 
B.
NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE:
Kellogg Company
One Kellogg Square
Battle Creek, MI 49016
 
 
 
 
 





Kellogg Company
Savings and Investment Plan
Financial Statements and Supplemental Schedule
December 31, 2018 and 2017


Kellogg Company
Savings and Investment Plan
Index
 
 
 

Page(s)
 
 
Report of Independent Registered Public Accounting Firm
2
 
 
Financial Statements
 
 
 
Statements of Net Assets Available for Benefits
 
December 31, 2018 and 2017
 
 
Statements of Changes in Net Assets Available for Benefits
 
Years Ended December 31, 2018 and 2017
 
 
Notes to Financial Statements
 
December 31, 2018 and 2017
6 - 18
 
 
Supplemental Schedule
 
 
 
Schedule H, line 4i - Schedule of Assets (Held at End of Year)
 
December 31, 2018
19
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
Kellogg Company Savings & Investment Plan
Battle Creek, Michigan

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of the Kellogg Company Savings & Investment Plan (the “Plan”) as of December 31, 2018 and 2017, the related statements 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, 2018 and 2017, 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 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 H, Line 4i- Schedule of Assets (Held at End of Year) as of December 31, 2018 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, LLP

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

Grand Rapids, Michigan
June 13, 2019






                                                                         

Kellogg Company
Savings and Investment Plan
Statements of Net Assets Available for Benefits
December 31, 2018 and 2017
 
 
 


 
 
2018
 
2017
Assets
 
 
 
 
Plan's interest in Master Trust at fair value
 
$
1,244,672,274

 
$
1,419,311,521

Plan's interest in Master Trust at contract value
 
259,177,256

 
273,986,356

Notes receivable from participants
 
22,823,237

 
24,541,195

Total assets
 
1,526,672,767

 
1,717,839,072

Liabilities
 
 
 
 
Accrued administrative service fees
 
495,720

 
1,095,659

Accrued trustee fees
 
58,916

 
29,996

Total liabilities
 
554,636

 
1,125,655

Net assets available for benefits
 
$
1,526,118,131

 
$
1,716,713,417

 
 
 
 
 

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

4
  

Kellogg Company
Savings and Investment Plan
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31, 2018 and 2017
 
 
 


 
 
2018
 
2017
Additions:
 
 
 
 
Contributions:
 
 
 
 
Employer
 
$
33,287,744

 
$
37,038,912

Participant
 
62,961,091

 
67,927,277

Rollovers from other qualified plans
 
3,435,650

 
4,276,322

Total contributions
 
99,684,485

 
109,242,511

 
 
 
 
 
Earnings on investments:
 
 
 
 
Plan's interest in income/(loss) of Master Trust
 
(90,278,549
)
 
223,583,733

Net appreciation/(depreciation) in fair value of Kellogg Company common stock
 

 
(9,024,440
)
    Dividend income of Kellogg Company common stock
 

 
1,861,236

Total earnings on investments, net
 
(90,278,549
)
 
216,420,529

 
 
 
 
 
Interest income on notes receivable from participants
 
1,035,746

 
1,045,297

Total additions
 
10,441,682

 
326,708,337

 
 
 
 
 
Deductions:
 
 
 
 
Participant withdrawals
 
(198,665,071
)
 
(182,949,344
)
Trustee fees
 
(352,574
)
 
(115,647
)
Administrative and advisory fees
 
(2,019,323
)
 
(2,940,060
)
Total deductions
 
(201,036,968
)
 
(186,005,051
)
 
 
 
 
 
Net increase/(decrease)
 
(190,595,286
)
 
140,703,286

Net assets available for benefits
 
 
 
 
Beginning of year
 
1,716,713,417

 
1,576,010,131

End of year
 
$
1,526,118,131

 
$
1,716,713,417


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

5
  

Kellogg Company
Savings and Investment Plan
Notes to Financial Statements
Years Ended December 31, 2018 and 2017
 
 
 

1.
Summary of Significant Accounting Policies
Basis of Accounting
The Kellogg Company Savings and Investment Plan (the Plan) operates as a qualified defined contribution plan and was established under Section 401(k) of the Internal Revenue Code. The Plan’s financial statements 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. Expenses of administration are paid by the Plan.
Recent Accounting Pronouncement
In February 2017, the FASB issued ASU 2017-6, Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965): Employee Benefit Plan Master Trust Reporting. This update requires disclosure of the dollar amount of the Plan’s interest in each type of investment held by a Master Trust, as well as the Master Trust’s other assets and liabilities on a gross basis and the dollar amount of the Plan’s interest in each balance. The amendments in ASU 2017-6 are effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. The Plan is in the process of evaluating the impact of adopting the new standard on the Plan's financial statements. Entities should apply the new guidance on a retrospective basis. The Plan will adopt the updated standard at the beginning of the year ended December 31, 2019.

Investment Valuation and Income Recognition
The Plan’s investments are stated at 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 Kellogg Company Master Trust (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 has oversight. 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, 2018 and 2017, the present value of the differential between contract replacement cost and current contract cost was immaterial.



6

Kellogg Company
Savings and Investment Plan
Notes to Financial Statements
Years Ended December 31, 2018 and 2017
 
 
 

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.
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 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 ownership on that day.
Participant Withdrawals
Benefit payments to participants are recorded when paid.
Notes Receivable From Participants
Notes receivable from participants are recorded at net realizable value. No allowance for credit losses has been recorded as of December 31, 2018 or 2017.
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 and the Statements of Changes in Net Assets Available for Benefits.
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.




7

Kellogg Company
Savings and Investment Plan
Notes to Financial Statements
Years Ended December 31, 2018 and 2017
 
 
 

Trustees of the Master Trust and Kellogg Company Common Stock
Assets of the Plan, held within the Master Trust, are co-invested with the assets of other defined contribution plans sponsored by the Kellogg Company (the Company) in a commingled investment fund known as the Master Trust for which The Northern Trust Company is the trustee.
Effective January 1, 2016, Kellogg Company common stock (company stock) which was previously held within the Master Trust was transferred to separate trusts at the Mercer Trust Company, a trustee of Company stock. Company stock was held within separate Trusts for each Plan. Effective December 1, 2017, Kellogg Company common stock was transferred from the Mercer Trust Company to the Northern Trust Company. As of December 31, 2018 and 2017, Kellogg Company common stock is held in a single Master Trust for all Plans.
In 2017, the investment earnings from Kellogg Company stock for the time frame of January 1, 2017 through November 30, 2017 is included in the dividend income and net appreciation/(depreciation) in fair value of Kellogg Company stock on the statement of Changes in Net Assets Available for Benefits. Investment earnings from Kellogg Company stock for the time frame of December 1, 2017 through December 31, 2017, and January 1, 2018 through December 31, 2018, is included in the Plan's interest in income of the Master Trust.
Allocation of Net Investment in Master Trust
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.
Reclassifications
Certain reclassifications of prior year amounts have been made to conform with current year presentation.
2.
Provisions of the Plan
The following description of the 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.
Plan Administration
The Plan is administered by the ERISA Finance Committee and the ERISA Administrative Committee appointed by Kellogg Company.
The ERISA Finance Committee has appointed TransAmerica Retirement Services powered by Financial Engines to provide financial advisory services to the Plan and participants not under a collectively bargained agreement.
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 into the Plan.
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 $18,500



8

Kellogg Company
Savings and Investment Plan
Notes to Financial Statements
Years Ended December 31, 2018 and 2017
 
 
 

in 2018 and $18,000 in 2017.  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%. Beginning January 1, 2017, the full Company match is invested per the Plan participant's fund selection. Union hourly employees covered by a collective bargaining agreement may have a different or no Company Match.  Employees may contribute to the Plan from their date of hire; however, applicable contributions are not matched by the Company until the participant has completed one year of service.

Salaried and non-union hourly employees hired on and after January 1, 2010 receive non-elective employer contributions, equal to a percentage of their compensation.  These contributions are made from eligible employees’ date of hire, and are posted to participants’ accounts after each payroll cycle. They are not vested until the participant has completed three years 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 using a 40 hour work week and posted to participants’ account after each payroll cycle.

Employer matching contributions held in Kellogg Company common stock can be transferred by a participant at any time to any other investment fund available under the Plan.
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 Kellogg Company 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 contribution 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.
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 Kellogg Company Pension Plan (KCPP) will receive a service-based, nonelective Company contribution (Retirement Contribution). In addition, those employees impacted by the freezing of the KCPP 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
The Retirement Contribution begins on the eligible employee’s date of hire.
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, 2018 and 2017 forfeited nonvested balances totaled $543,166 and $609,352, respectively. Consistent with the Plan document, amounts forfeited in 2018 and 2017 were used to pay administrative expenses of the Plan and



9

Kellogg Company
Savings and Investment Plan
Notes to Financial Statements
Years Ended December 31, 2018 and 2017
 
 
 

reduce future Retirement Contributions. In 2018 and 2017, Retirement Contributions were reduced by $1,118,872 and $741,948 respectively, from forfeited nonvested accounts.
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 issued during year-ended December 31, 2018 and 2017 was 5.5%-6.25% and 4.5%-5.25%, respectively. Principal and interest are paid ratably through payroll deductions. Loans that are uncollectible are defaulted resulting in the outstanding principal being considered a deemed distribution.
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 before retirement, by reasons other than death or disability, may remain in the Plan or receive payment of their account balances in a lump sum. If the account balance is $1,000 or less, the terminated participant will receive the account balance in a lump sum.
Dependent on employment history, a participant can receive a distribution from the Plan due to retirement either: on or after the date the participant is classified as retired under an applicable defined benefit plan sponsored by the Company in which the Plan participant is a participant or where the Plan participant is not a participant in any defined benefit plan sponsored by the Company, on or after the date he attains age 55 after having completed at least 5 years of service. Upon retirement, disability, or death, a participant’s account balance may be received in a lump sum or installment payments. For any investment in Kellogg Company 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 his 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 purchased through an insurance carrier on his behalf funded by the amount of his entire accrued benefit.
As a result of a reduction of the Plan Sponsor's workforce in 2017, the Plan experienced a partial plan termination as defined by IRC 411 in 2017. Under IRC 411, a partial plan termination may occur if a certain percentage of the Plan participants are terminated because of an action taken by the Plan Sponsor. If a partial plan termination occurs, full vesting in the employer's contribution is required for the affected participants, but the remaining participants' vesting continues to be determined per the plan provisions.
All affected employees who were participants in the Plan were fully vested in their account balance at the date of their termination.



10

Kellogg Company
Savings and Investment Plan
Notes to Financial Statements
Years Ended December 31, 2018 and 2017
 
 
 

Partial plan termination did not occur in 2018.
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 administrator believes the Plan is designed and is currently being operated in compliance with the applicable requirements of the Internal Revenue Code.
 
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 administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2018, there are no uncertain tax positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements. 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 Kellogg Company 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.
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 2018 and 2017 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
The following is a reconciliation of net assets available for benefits per the financial statements as of December 31, 2018 and 2017 to Form 5500.
 
 
2018
 
2017
Net assets available for benefits per the financial statements
 
$
1,526,118,131

 
$
1,716,713,417

Adjustment from contract value to fair value for interest in Master Trust related to fully benefit-responsive investment contracts
 
(3,850,778
)
 
(24,654
)
Net assets available for benefits per the Form 5500
 
$
1,522,267,353

 
$
1,716,688,763




11

Kellogg Company
Savings and Investment Plan
Notes to Financial Statements
Years Ended December 31, 2018 and 2017
 
 
 

The following is a reconciliation of the Plan’s interest in income/(loss) of Master Trust and Trust per the financial statements for the years ended December 31, 2018 and 2017 to Form 5500.
 
 
2018
 
2017
Plan's interest in income/(loss) of Master Trust per the financial statements
 
$
(90,278,549
)
 
$
223,583,733

Less:
 
 
 
 
Trustee, administrative and financial advisory fees
 
(2,371,897
)
 
(3,055,707
)
Change in adjustment from contract value to fair value for interest in Master Trust related to fully benefit-responsive investment contracts
 
(3,826,124
)
 
(580,728
)
Net investment gain from Master Trust and Trust investment accounts per the Form 5500
 
$
(96,476,570
)
 
$
219,947,298

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.
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. There have been no changes in the methodologies used at December 31, 2018 and 2017.
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



12

Kellogg Company
Savings and Investment Plan
Notes to Financial Statements
Years Ended December 31, 2018 and 2017
 
 
 

short-term investment collective trust are high-quality money market instruments with short term maturities. Redemptions are allowed on every business day.
Common stocks: Valued at the closing price reported on the active market on which the individual securities are traded.
Mutual funds: Valued at the NAV of shares held by the Master Trust at year end.
Collective trusts: Collective trusts are valued based upon the NAV of units held by the Master Trust at year end using the contract value of underlying investments. These investments represent fixed income, equity securities, international equity, domestic equity and U.S. debt securities.
The following table presents a summary of the Master Trust investments in certain entities that calculate NAV per share as of December 31, 2018 and 2017:
Investments at NAV as a practical expedient as of December 31, 2018
 
 
Fair Value
 
Unfunded Commitments
 
Redemption Frequency
 
Redemption Notice Period
BlackRock Equity Index
 
$
377,068,801

 
$

 
Daily
 
None
NL Fund M
 
 
 
 
 
 
 
 
T. Rowe Price Growth Stock
 
144,049,062

 

 
Daily
 
None
Trust
 
 
 
 
 
 
 
 
BlackRock U.S. Debt Index
 
77,500,616

 

 
Daily
 
None
NL Fund M
 
 
 
 
 
 
 
 
BlackRock MSCI ACWI-ex US
 
89,821,728

 

 
Daily
 
None
 Index NL Fund M
 
 
 
 
 
 
 
 
BlackRock Russell 2500 Index
 
49,227,586

 

 
Daily
 
None
NL Fund M
 
 
 
 
 
 
 
 
NT/Goldman Sachs Collective
 
12,840,008

 

 
Daily
 
None
Short Term Investment Fund
 
 
 
 
 
 
 
 
Total Investments at NAV as
 
 
 
 
 
 
 
 
a Practical Expedient
 
$
750,507,801

 
$

 
 
 
 



13

Kellogg Company
Savings and Investment Plan
Notes to Financial Statements
Years Ended December 31, 2018 and 2017
 
 
 

Investments at NAV as a practical expedient as of December 31, 2017
 
 
Fair Value
 
Unfunded Commitments
 
Redemption Frequency
 
Redemption Notice Period
BlackRock Equity Index
 
$
426,684,966

 
$

 
Daily
 
None
NL Fund M
 
 
 
 
 
 
 
 
T. Rowe Price Growth Stock
 
150,912,624

 

 
Daily
 
None
Trust
 
 
 
 
 
 
 
 
BlackRock U.S. Debt Index
 
72,905,493

 

 
Daily
 
None
NL Fund M
 
 
 
 
 
 
 
 
BlackRock MSCI ACWI-ex US
 
93,702,164

 

 
Daily
 
None
 Index NL Fund M
 
 
 
 
 
 
 
 
BlackRock Russell 2500 Index
 
49,642,795

 

 
Daily
 
None
NL Fund M
 
 
 
 
 
 
 
 
NT/Goldman Sachs Collective
 
10,982,571

 

 
Daily
 
None
Short Term Investment Fund
 
 
 
 
 
 
 
 
Total Investments at NAV as
 
 
 
 
 
 
 
 
a Practical Expedient
 
$
804,830,613

 
$

 
 
 
 
The Plan is subject to master netting agreements, or netting arrangements, with certain counterparties.  These agreements govern the terms of certain transactions and reduce the counterparty risk associated with relevant transactions by specifying offsetting mechanisms and collateral posting arrangements at pre-arranged exposure levels.  Since different types of transactions have different mechanics and are sometimes traded out of different legal entities of a particular counterparty organization, each type of transaction may be covered by a different master netting arrangement, possibly resulting in the need for multiple agreements with a single counterparty.  Master netting agreements are specific to each different asset type; therefore, they allow the company to close out and net its total exposure to a specified counterparty in the event of a default with respect to any and all the transactions governed under a single agreement with the counterparty. As of December 31, 2018 and 2017, there were no master netting agreements in place.
The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.



14

Kellogg Company
Savings and Investment Plan
Notes to Financial Statements
Years Ended December 31, 2018 and 2017
 
 
 

The major classes of investments of the Master Trust as of December 31, 2018 were as follows:
 
 
Level 1
 
Level 2
 
Level 3
 
Total
Mutual funds
 
$

 
$
664,960,521

 
$

 
$
664,960,521

Kellogg Company Stock
 
109,148,324

 

 

 
109,148,324

Investments at Fair Value
 
$
109,148,324

 
$
664,960,521

 
$

 
$
774,108,845

Investments measured at net asset value as a practical expedient*
 
750,507,801

Total Investments at fair value
 
 
 
 
 
 
 
1,524,616,646

Guaranteed investment contracts measured at contract value
 
 
 
440,090,125

Total Net Investments of the Master Trust Company
 
 
 
$
1,964,706,771

The major classes of investments of the Master Trust as of December 31, 2017 were as follows:
 
 
Level 1
 
Level 2
 
Level 3
 
Total
Mutual funds
 
$

 
$
779,605,152

 
$

 
$
779,605,152

Kellogg Company Stock
 
$
130,537,371

 
 
 
 
 
$
130,537,371

Investments at Fair Value
 
$
130,537,371

 
$
779,605,152

 
$

 
$
910,142,523

Investments measured at net asset value as a practical expedient*
 
804,830,613

Total Investments at fair value
 
 
 
 
 
 
 
1,714,973,136

Guaranteed investment contracts measured at contract value
 
 
 
474,898,953

Total Net Investments of the Master Trust
 
 
 
$
2,189,872,089

*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.
The Master Trust practice regarding the timing of transfers between levels is to measure transfers in at the beginning of the month and transfers out at the end of the month. For the years ended December 31, 2018 and 2017, the Master Trust had no transfers between Levels 1, 2 or 3.
7.
Kellogg Company 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.



15

Kellogg Company
Savings and Investment Plan
Notes to Financial Statements
Years Ended December 31, 2018 and 2017
 
 
 

Kellogg Company Master Trust net assets at December 31, 2018 and 2017 and the changes in net assets for the years ended December 31, 2018 and 2017 are as follows:
Kellogg Company Master Trust Schedule of Net Assets
 
 
2018
 
2017
General Investments at fair value
 
 
 
 
Money Market Funds
 
$
12,840,008

 
$
10,982,571

Common Stock - Kellogg Company (Note 1)
 
109,148,324

 
130,537,371

Commingled Funds/Collective trusts
 
737,667,793

 
793,848,042

Mutual Funds
 
664,960,521

 
779,605,152

General Investments at contract value
 
 
 
 
Guaranteed Investment Contracts
 
440,090,125

 
474,898,953

Total general investments
 
1,964,706,771

 
2,189,872,089

Pending for securities sold
 
413,528

 
225,326

Other receivables
 
381

 
187

Total assets
 
1,965,120,680

 
2,190,097,602

Pending for securities purchased
 
(1,783,160
)
 
(621,773
)
Other payables
 
(559,115
)
 
(67
)
Net Assets
 
$
1,962,778,405

 
$
2,189,475,762

Percentage interest held by the Plan
 
76.6
%
 
77.3
%




16

Kellogg Company
Savings and Investment Plan
Notes to Financial Statements
Years Ended December 31, 2018 and 2017
 
 
 

Kellogg Company Master Trust
Schedule of Changes in Net Assets Available for Benefits
 
 
2018
 
2017
Earnings on investments
 
 
 
 
Interest
 
$
15,613,767

 
$
14,082,432

Dividends
 
11,463,954

 
7,857,451

Net appreciation/(depreciation) in fair value of investments
 
 
 
 
Common Stock - Kellogg Company (Note 1)
 
(18,785,486
)
 
2,811,838

Commingled Funds/Collective Trusts
 
(37,584,135
)
 
144,552,000

Mutual Funds
 
(79,789,647
)
 
96,061,641

Net appreciation/(depreciation)
 
(136,159,268
)
 
243,425,479

Total earnings on investments
 
(109,081,547
)
 
265,365,362

Net transfer of assets out of investment accounts
 
(117,087,666
)
 
(80,517,592
)
Fees and commissions
 
(528,144
)
 
(649,494
)
Kellogg Company common stock transferred from Mercer Trust
 

 
126,575,522

Total distributions
 
(117,615,810
)
 
45,408,436

Net change in net assets
 
(226,697,357
)
 
310,773,798

Net assets
 
 
 
 
Beginning of Year
 
2,189,475,762

 
1,878,701,964

End of year
 
$
1,962,778,405

 
$
2,189,475,762





























17

Kellogg Company
Savings and Investment Plan
Notes to Financial Statements
Years Ended December 31, 2018 and 2017
 
 
 

As the Plan has a specific interest in the Master Trust, the below table provides the investment risk specific to the Plan based upon the investment programs available to participants as of December 31, 2018 and 2017.
 
 
 
Investment Program
 
2018
 
2017
Stable Income Fund
 
58.9
%
 
57.7
%
Bond Fund
 
81.9
%
 
82.4
%
US Aggregate bond Index Fund
 
93.0
%
 
94.5
%
US Large Company Equity Index Fund
 
86.4
%
 
87.6
%
Small-Mid Company Equity Index Fund
 
87.4
%
 
90.6
%
Large Company Value Fund
 
83.9
%
 
84.8
%
International Equity Fund
 
87.7
%
 
88.6
%
International Equity Index Fund
 
91.8
%
 
93.6
%
Small Company Value Fund
 
77.5
%
 
78.2
%
Small-Mid Company Growth Fund
 
74.5
%
 
76.5
%
Large Company Growth Fund
 
80.9
%
 
82.6
%
Conservative Pre-Mix Portfolio
 
78.1
%
 
78.9
%
Aggressive Pre-Mix Portfolio
 
79.3
%
 
80.9
%
Kellogg Company Stock
 
58.2
%
 
58.4
%







18

Kellogg Company
Savings and Investment Plan EIN: 38-0710690, Plan No. 001
Schedule H, line 4i – Schedule of Assets (Held at End of Year)
December 31, 2018
 
 
 

(a)
 
(b)
 
(c)
 
(e)
 
 
Identity of Issue, Borrower, Lessor or Similar Party
 
Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value
 
Current Value
 
 
*Participants
 
Loans, interest ranging 4.25-8.5%, with due dates at various times through October, 2033.
 
$
22,823,237

 
 
 
 
 
 
 
 
 
*Parties-in interest
 
 
 
 

19


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.
 
KELLOGG COMPANY SAVINGS AND INVESTMENT PLAN
 
By:
/s/ Fareed Khan
Dated: June 13, 2019
Name:
Title:
Fareed Khan
Senior Vice President and Chief Financial Officer,
Kellogg Company














EXHIBIT INDEX
Exhibit 
Number
 
Document
23.1
Consent of Independent Registered Public Accounting Firm
 
 


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Section 2: EX-23.1 (EXHIBIT 23.1)

Exhibit


Exhibit 23.1
Consent of Independent Registered Public Accounting Firm


Kellogg Company Savings and Investment Plan
Battle Creek, Michigan

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (333-27293 and 333-109235) of Kellogg Company of our report dated June 13, 2019, relating to the financial statements and supplemental schedule of Kellogg Company Savings & Investment Plan which appear in this Form 11-K for the year ended December 31, 2018.

\s\ BDO USA, LLP

Grand Rapids, Michigan
June 13, 2019


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