Form 11-K KELLOGG CO For: Dec 31

June 23, 2021 4:22 PM EDT

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 11-K
 
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
ýANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
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, 2020 and 2019


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, 2020 and 2019
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31, 2020 and 2019
Notes to Financial Statements
December 31, 2020 and 20196 - 18
Supplemental Schedule
Schedule H, line 4i - Schedule of Assets (Held at End of Year)
December 31, 202019
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, 2020 and 2019, 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, 2020 and 2019, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion
.
Our audits included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by the Plan’s management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Supplemental Information

The supplemental information in the accompanying schedule H, Line 4i – Schedule of Assets (held at end of year) as of December 31, 2020 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 23, 2021    



Kellogg Company
Savings and Investment Plan
Statements of Net Assets Available for Benefits
December 31, 2020 and 2019

20202019
Assets
Plan's interest in Master Trust at fair value$1,630,996,877 $1,453,645,494 
Plan's interest in Master Trust at contract value244,691,266 223,488,669 
Notes receivable from participants18,745,785 19,589,170 
Total assets1,894,433,928 1,696,723,333 
Liabilities
Accrued administrative and trustee fees383,188 625,551 
Total liabilities383,188 625,552 
Net assets available for benefits$1,894,050,740 $1,696,097,781 

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, 2020 and 2019

20202019
Additions:
Contributions:
Employer$45,463,274 $45,564,275 
Participant60,471,353 59,956,082 
Rollovers from other qualified plans3,749,956 5,783,042 
Total contributions109,684,583 111,303,399 
Earnings on investments:
Plan's interest in income/(loss) of Master Trust262,650,610 307,819,035 
Interest income on notes receivable from participants996,952 1,091,815 
Total additions373,332,145 420,214,249 
Deductions:
Participant withdrawals(172,725,828)(266,049,076)
Administrative and Trustee fees(2,653,358)(2,483,372)
Total deductions(175,379,186)(268,532,448)
Net increase/(decrease)197,952,959 151,681,801 
Transfers in:— 18,297,849 
Net assets available for benefits
Beginning of year1,696,097,781 1,526,118,131 
End of year$1,894,050,740 $1,696,097,781 

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, 2020 and 2019
1.Summary of Significant Accounting Policies
Basis of Accounting
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.
Recent Accounting Pronouncements
In August 2018, the Financial Accounting Standards Board issued ASU-2018-13, Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The ASU modifies the disclosure requirements for the fair value measurements in Topic 820, including the elimination, modification to, and addition of certain disclosures. The primary impact of the ASU for the Plan is the removal of the disclosure requirements for transfers between levels in the fair value table. The ASU is effective for fiscal years beginning after December 15, 2019. Entities should apply the new guidance on a retrospective basis. The Plan adopted the updated standard, on a retrospective basis at the beginning of the year ended December 31, 2020.

Investment Valuation and Income Recognition
The Plan’s investments are stated at estimated fair value, except for the Plan's interest in guaranteed investment contracts which are stated at contract value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the market participants at the measurement date. See Note 6 for discussion.
The Plan’s interest in income/(loss) of the 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, 2020 and 2019, the present value of contract replacement cost approximates current contract cost.
Contract value is the relevant measurement attribute for that portion of the net assets available for benefits attributable to the fully benefit responsive guaranteed investment contracts because


6

Kellogg Company
Savings and Investment Plan
Notes to Financial Statements
Years Ended December 31, 2020 and 2019
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 Master Trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under the Employee Retirement Income Security Act of 1974 (ERISA). The Plan administrator does not believe that the occurrence of any such event, which would limit the Plan’s ability to transact at contract value with participants, is probable.
Except for the above, the guaranteed investment contracts do not permit the contract issuers to terminate the agreement prior to the scheduled maturity date at an amount different from contract value.
Allocation of Net Investment Income/(Loss) to Participants
Net investment income/(loss) is allocated to participant accounts daily, in proportion to their respective ownership on that day.
Expenses of Administration
Expenses of administration are paid by the Plan and allocated to participants' accounts on a prorata basis.

Participant Withdrawals
Benefit payments to participants are recorded when paid.
Notes Receivable From Participants
Notes receivable from participants are recorded at net realizable value. No allowance for credit losses has been recorded as of December 31, 2020 or 2019. Loans determined to be uncollectible are deemed distributed and recorded as participant withdrawals.
Risks and Uncertainties
The Plan provides for various investment options in several investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risks associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits and the Statements of Changes in Net Assets Available for Benefits.



7

Kellogg Company
Savings and Investment Plan
Notes to Financial Statements
Years Ended December 31, 2020 and 2019
The global economic uncertainty associated with the novel coronavirus (COVID-19) pandemic has resulted in significant volatility in global financial markets. This volatility has affected, and may continue to affect, the value of the Plan's 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.

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.

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.
Transfers
In January of 2019, pursuant to a Plan amendment, certain Plan participants became eligible in the Plan who historically had participated in the Kellogg Company Pringles Savings and Investment Plan. This Plan amendment resulted in participant balances being transferred in to the Plan totaling $18,297,849.
2.    Description 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. The Kellogg Company Savings and Investment Plan (the Plan) operates as a qualified defined contribution plan with a 401(k) feature and was established under Section 401(a) of the Internal Revenue Code.
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 Provisions
In March of 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act was enacted and signed into law. The CARES Act includes various provisions that temporarily ease rules around distributions and loans for eligible Plan participants in reaction to the economic conditions during the COVID-19 pandemic. In April 2020, the Plan adopted the mandatory provision of the CARES Act which waived the required minimum distribution (RMD) in 2020.


8

Kellogg Company
Savings and Investment Plan
Notes to Financial Statements
Years Ended December 31, 2020 and 2019

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 5% auto enrollment and annual re-enrollment into the Plan. Annual re-enrollment will occur if the participant contributes less than 5% of their eligible wages. Participants may opt-out of the annual re-enrollment before January 31, of any given year.
Subject to limitations prescribed by the Internal Revenue Service, participants may elect to contribute from 1% to 50% of their annual wages.  Participants were eligible to defer up to $19,500 in 2020 and $19,000 in 2019.  Participants who have attained age 50 before the end of the year are eligible to make catch-up contributions. 
Contributions made by salaried and non-union hourly employees are matched by the Company at a 100% rate on the first 3% and a 50% rate on the next 2%. The full Company match is invested per the participant's fund selection. Union hourly employees covered by a collective bargaining agreement may have a different or no Company Match.  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.

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

Employer contributions held in Kellogg Company common stock can be transferred by a participant at any time to any other investment fund available under the Plan, except for transfers prohibited under the Company's Insider Trading Policy.
In addition to the Company contributions described above, employees hired, rehired or who became eligible for the Plan on or after January 1, 2010 , who are not covered by a collective bargaining agreement and who are not eligible to participate in the 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.
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.


9

Kellogg Company
Savings and Investment Plan
Notes to Financial Statements
Years Ended December 31, 2020 and 2019

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, 2020 and 2019 forfeited nonvested balances totaled $1,197,216 and $872,790, respectively. Consistent with the Plan document, amounts forfeited in 2020 and 2019 were used to pay administrative expenses of the Plan and reduce future Retirement Contributions. In 2020 and 2019, Retirement Contributions were reduced by $25,533 and $701,250 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, 2020 and 2019 was 4.25%-6.5% and 5.75%-6.55%, respectively. Principal and interest are paid ratably through payroll deductions. Loans determined to be uncollectible are deemed distributed and recorded as participant withdrawals.

Participant Distributions
Participants may request an in-service withdrawal of all or a portion of certain types of contributions under standard in-service withdrawal rules. The withdrawal of any participant contributions which were not previously subject to income tax is restricted by Internal Revenue Service regulations.
Participants who terminate employment may remain in the Plan or receive payment of their account balances. If the account balance is $5,000 or less, the terminated participant will receive the account balance in a lump sum. Otherwise, a participant's account balances may be received in a lump sum or installment payments. For any investment in Kellogg Company common stock, the participant can elect to receive that portion of their distribution in shares.
Termination
While the Company has expressed no intentions to do so, the Plan may be terminated at any time. In the event of Plan termination, participants will become fully vested in their accounts. After payment of all expenses, at the discretion of the employer, each participant and each beneficiary of a deceased participant will either (a) receive their entire accrued benefit as soon as reasonably possible, provided that the employer does not maintain or establish another defined contribution plan as of the date of termination, or (b) have an annuity purchased through an insurance carrier on his behalf funded by the amount of his entire accrued benefit.
As a result of the sale of select cookie, cones, pie crust, fruit and fruit-flavored snacks businesses in 2019, the Plan experienced a partial plan termination as defined by Internal Revenue Code in 2019. Under IRC 411, a partial plan termination may occur if a significant 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. As a result, participants employed by these businesses were fully vested in their accounts effective January 8, 2019.


10

Kellogg Company
Savings and Investment Plan
Notes to Financial Statements
Years Ended December 31, 2020 and 2019
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 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 2020 and 2019 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, 2020 and 2019 to Form 5500.
20202019
Net assets available for benefits per the financial statements$1,894,050,740 $1,696,097,781 
Adjustment from contract value to fair value for interest in Master Trust related to fully benefit-responsive investment contracts
12,171,476 4,407,297 
Net assets available for benefits per the Form 5500
$1,906,222,216 $1,700,505,078 


11

Kellogg Company
Savings and Investment Plan
Notes to Financial Statements
Years Ended December 31, 2020 and 2019
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, 2020 and 2019 to Form 5500.
20202019
Plan's interest in income/(loss) of Master Trust per the financial statements$262,650,610 $307,819,035 
Less:
Trustee, administrative and financial advisory fees(2,653,358)(2,483,372)
Change in adjustment from contract value to fair value for interest in Master Trust related to fully benefit-responsive investment contracts
7,764,178 8,258,075 
Net investment gain/(loss) from Master Trust and Trust investment accounts per the Form 5500
$267,761,430 $313,593,738 
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, 2020 and 2019.
•    Money market funds: Valued at the net asset value (NAV) of shares held by the Master Trust at year end using the fair value of underlying investments. The underlying investments of the short-term investment collective trust are high-quality money market instruments with short term maturities. Redemptions are allowed on every business day.


12

Kellogg Company
Savings and Investment Plan
Notes to Financial Statements
Years Ended December 31, 2020 and 2019
•    Common stocks: Valued at the closing price reported on the active market on which the individual securities are traded.
•    Mutual funds: Shares of mutual funds are valued at quoted market prices on a nationally recognized security exchange, which represent the net asset values of shares held by the Master Trust at year end.
•    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.
•    Separately managed fund: The separately managed fund is specifically designed for the Master Trust. The Master Trust owns units in the underlying investments of the fund, which consist of equity securities. Equity securities are valued at the closing price reported on the active market on which the individual securities are traded.



13

Kellogg Company
Savings and Investment Plan
Notes to Financial Statements
Years Ended December 31, 2020 and 2019
The following table presents a summary of the Master Trust investments in certain entities that calculate NAV per share as of December 31, 2020 and 2019:
Investments at NAV as a practical expedient as of December 31, 2020
Fair ValueUnfunded CommitmentsRedemption FrequencyRedemption Notice Period
BlackRock Equity Index$390,212,484 $— DailyNone
NL Fund M
T. Rowe Price Growth Stock204,348,351 — DailyNone
Trust
BlackRock U.S. Debt Index119,105,219 — DailyNone
NL Fund M
BlackRock MSCI ACWI-ex US135,607,152 — DailyNone
 Index NL Fund M
BlackRock Russell 2500 Index86,582,152 — DailyNone
NL Fund M
NT/Goldman Sachs Collective14,149,970 — DailyNone
Short Term Investment Fund
Wells Fargo Discovery CIT E2124,923,944 — DailyNone
Capital Group Target Retirement Fund 20106,960,071 — DailyNone
Capital Group Target Retirement Fund 201511,134,613 — DailyNone
Capital Group Target Retirement Fund 202036,210,978 — DailyNone
Capital Group Target Retirement Fund 202559,317,540 — DailyNone
Capital Group Target Retirement Fund 203068,181,492 — DailyNone
Capital Group Target Retirement Fund 203566,178,419 — DailyNone
Capital Group Target Retirement Fund 204064,094,021 — DailyNone
Capital Group Target Retirement Fund 204548,908,270 — DailyNone
Capital Group Target Retirement Fund 205031,611,736 — DailyNone
Capital Group Target Retirement Fund 205516,587,305 — DailyNone
Capital Group Target Retirement Fund 20605,116,907 — DailyNone
Capital Group Target Retirement Fund 2065511,831 — DailyNone
Total Investments at NAV as
a Practical Expedient$1,489,742,455 $— 


14

Kellogg Company
Savings and Investment Plan
Notes to Financial Statements
Years Ended December 31, 2020 and 2019
Investments at NAV as a practical expedient as of December 31, 2019
Fair ValueUnfunded CommitmentsRedemption FrequencyRedemption Notice Period
BlackRock Equity Index$364,168,171 $— DailyNone
NL Fund M
T. Rowe Price Growth Stock165,025,413 — DailyNone
Trust
BlackRock U.S. Debt Index102,867,801 — DailyNone
NL Fund M
BlackRock MSCI ACWI-ex US118,830,522 — DailyNone
 Index NL Fund M
BlackRock Russell 2500 Index68,719,718 — DailyNone
NL Fund M
NT/Goldman Sachs Collective7,675,884 — DailyNone
Short Term Investment Fund
Wells Fargo Discovery CIT E286,470,672 — DailyNone
Capital Group Target Retirement Fund 20106,240,454 — DailyNone
Capital Group Target Retirement Fund 201510,911,106 — DailyNone
Capital Group Target Retirement Fund 202040,235,607 — DailyNone
Capital Group Target Retirement Fund 202560,692,535 — DailyNone
Capital Group Target Retirement Fund 203063,817,318 — DailyNone
Capital Group Target Retirement Fund 203558,898,665 — DailyNone
Capital Group Target Retirement Fund 204055,035,793 — DailyNone
Capital Group Target Retirement Fund 204537,878,750 — DailyNone
Capital Group Target Retirement Fund 205024,223,673 — DailyNone
Capital Group Target Retirement Fund 205511,692,818 — DailyNone
Capital Group Target Retirement Fund 20602,609,951 — DailyNone
Total Investments at NAV
as a Practical Expedient$1,285,994,851 $— 
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


15

Kellogg Company
Savings and Investment Plan
Notes to Financial Statements
Years Ended December 31, 2020 and 2019
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, 2020 and 2019, 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.
The major classes of investments of the Master Trust as of December 31, 2020 were as follows:
Level 1Level 2Level 3Total
Mutual funds$325,268,939 $— $— $325,268,939 
Separately Managed Fund73,396,861 — — 73,396,861 
Kellogg Company Stock106,287,533 — — 106,287,533 
Investments at Fair Value$504,953,333 $— $— $504,953,333 
Investments measured at net asset value as a practical expedient*1,489,742,455 
Total Investments at fair value1,994,695,788 
Guaranteed investment contracts measured at contract value413,978,141 
Total Net Investments of the Master Trust$2,408,673,929 
The major classes of investments of the Master Trust as of December 31, 2019 were as follows:
Level 1Level 2Level 3Total
Mutual funds$— $302,590,493 $— $302,590,493 
Separately Managed Fund72,703,921 — — 72,703,921 
Kellogg Company Stock122,923,462 — — 122,923,462 
Investments at Fair Value$195,627,383 $302,590,493 $— $498,217,876 
Investments measured at net asset value as a practical expedient*1,285,994,851 
Total Investments at fair value1,784,212,727 
Guaranteed investment contracts measured at contract value389,776,310 
Total Net Investments of the Master Trust$2,173,989,037 
*In accordance with Subtopic 820-10, certain investments that were measured at NAV per share (or its equivalent) have not been classified in the fair value hierarchy. The fair value amount presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the statement of net assets available for benefit.
7.    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.


16

Kellogg Company
Savings and Investment Plan
Notes to Financial Statements
Years Ended December 31, 2020 and 2019
Kellogg Company Master Trust net assets at December 31, 2020 and 2019 and the changes in net assets for the years ended December 31, 2020 and 2019 are as follows:
Kellogg Company Master Trust Schedule of Net Assets
2020 Master Trust Balances2020 Plan's Interest in Master Trust Balances
General Investments at fair value
    Money Market Funds $14,149,970 $11,019,090 
    Common Stock - Kellogg Company106,287,533 61,077,662 
    Commingled Funds/Collective trusts1,475,592,485 1,222,215,211 
    Mutual Funds325,268,939 278,480,467 
    Separately Managed Fund73,396,861 58,204,447 
General Investments at contract value
    Guaranteed Investment Contracts413,978,141 244,691,266 
                  Total general investments2,408,673,929 1,875,688,143 
Pending for securities purchased20,544 15,998 
Other receivables247,475 234,871 
                  Total assets2,408,941,948 1,875,939,012 
Pending for securities sold— — 
Other receivables(325,925)(253,809)
                  Net Assets$2,408,616,023 $1,875,685,203 
 2019 Master Trust Balances2019 Plan's Interest in Master Trust Balances
General Investments at fair value
    Money Market Funds $7,675,884 $5,927,992 
    Common Stock - Kellogg Company122,923,462 70,400,100 
    Commingled Funds/Collective trusts1,278,318,967 1,062,734,077 
    Mutual Funds302,590,493 257,904,504 
Separately Managed Fund72,703,921 56,678,821 
General Investments at contract value
    Guaranteed Investment Contracts389,776,310 223,488,669 
                  Total general investments2,173,989,037 1,677,134,163 
Pending for securities purchased1,402,060 1,082,794 
Other receivables77,936 60,189 
                  Total assets2,175,469,033 1,678,277,146 
Pending for securities sold(3,755,680)(2,900,466)
Other receivables(46,437)(35,863)
                  Net Assets$2,171,666,916 $1,675,340,817 


17

Kellogg Company
Savings and Investment Plan
Notes to Financial Statements
Years Ended December 31, 2020 and 2019
Kellogg Company Master Trust
Schedule of Changes in Net Assets Available for Benefits
20202019
Earnings on investments
Interest and dividends$15,648,719 $25,676,652 
Net appreciation/(depreciation) in fair value of investments
Common Stock - Kellogg Company(11,918,163)19,727,871 
Commingled Funds/Collective Trusts261,693,129 226,338,724 
Mutual Funds43,857,456 94,268,702 
Separately Managed Fund11,338,871 12,286,204 
Net appreciation/(depreciation)304,971,293 352,621,501 
Total earnings on investments320,620,012 378,298,153 
Net transfer of assets out of investment accounts(82,590,826)(168,787,908)
Fees and commissions(1,080,079)(621,734)
Total distributions(83,670,905)(169,409,642)
Net change in net assets236,949,107 208,888,511 
Net assets
Beginning of Year2,171,666,916 1,962,778,405 
End of year$2,408,616,023 $2,171,666,916 


8.    Subsequent Event
On January 8, 2021, the ERISA Finance Committee appointed Fidelity Investments to replace Transamerica to perform recordkeeping services for the Plan.




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, 2020
(a)(b)(c)(e)
Identity of Issue, Borrower, Lessor or Similar PartyDescription of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity ValueCurrent Value
*ParticipantsLoans, interest ranging 4.25-6.5%, with due dates at various times through December, 2035.$18,745,785 
*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/ Amit Banati
Dated: June 23, 2021
Name:
Title:
Amit Banati
Senior Vice President and Chief Financial Officer,
Kellogg Company














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



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 23, 2021, 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, 2020.

/s/ BDO USA, LLP

Grand Rapids, Michigan
June 23, 2021



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