| Category | Amount | Net Investment Income | Adjusted Net Income | Disbursements for Charitable Purposes |
|---|---|---|---|---|
| Accounting Fees | 118,363 | 82,775 | 0 | 0 |
| Identifier | Return Reference | Explanation |
|---|---|---|
| States to which the Trust reports or with which it is registered | Form 990-PF, Part VII, Section A Line8b | The W.K. Kellogg Foundation Trust ("Trust") provides a copy of its Form 990-PF to the Attorney General of Michigan and Illinois. The Trust reports income and deductions from partnership investments as Unrelated Business Taxable Income ("UBTI") on Form 990-T. These partnerships have communicated the amount of state UBTI via Schedule K-1 footnotes or other detailed schedules provided, and therefore the Trust files a state tax return and copy of the Form 990-T in Alabama, Arizona, California, Colorado, Connecticut, Florida, Georgia, Hawaii, Indiana, Illinois, Louisiana, Maryland, Maine, Massachusetts, Michigan, Minnesota, Mississippi, New Mexico, New York, North Carolina, Oklahoma, Rhode Island, Tennessee, Utah, and West Virginia. These states do not require a copy of the Form 990-PF to be filed with the state Attorney General. |
| Contributions to Preselected Charitable Organizations | Form 990-PF, Part XV, Line 2a | Under the terms of the agreement ("Agreement") creating Trust 5315 (a/k/a W.K. Kellogg Foundation Trust), all income is paid to the W.K. Kellogg Foundation, a Michigan nonprofit corporation, whose address is One Michigan Avenue East, Battle Creek, Michigan 49017. The W.K. Kellogg Foundation is a private foundation exempt from tax under Section 501(c)(3) of the Internal Revenue Code. |
| Expenditure Responsibility | Form 990-PF, Part VII, Section B Line5 c | Under the terms of the agreement ("Agreement") creating Trust 5315 (a/k/a W.K. Kellogg Foundation Trust), all income is paid to the W.K. Kellogg Foundation, a Michigan nonprofit corporation, whose address is One Michigan Avenue East, Battle Creek, Michigan 49017. The W.K. Kellogg Foundation is a private foundation exempt from tax under Section 501(c)(3) of the Internal Revenue Code. During the fiscal year ended August 31, 2018, 19 payments in the aggregate amount of $370,000,000 were made from Trust 5315 to the W.K. Kellogg Foundation on the dates in the amounts set forth below: 09/06/2017 -- 20,000,000 09/27/2017 -- 20,000,000 10/04/2017 -- 17,000,000 10/30/2017 -- 30,000,000 12/04/2017 -- 10,000,000 12/18/2017 -- 30,000,000 01/17/2018 -- 18,000,000 02/06/2018 -- 12,000,000 02/12/2018 -- 20,000,000 03/07/2018 -- 14,000,000 03/19/2018 -- 36,000,000 04/16/2018 -- 14,000,000 04/24/2018 -- 10,000,000 04/30/2018 -- 13,000,000 05/16/2018 -- 10,000,000 06/01/2018 -- 26,000,000 06/15/2018 -- 35,000,000 07/03/2018 -- 20,000,000 07/27/2018 -- 15,000,000 --------------------------------- TOTAL -- $370,000,000 Pursuant to the terms of the Agreement, the funds distributed from Trust 5315 ("the Trust") to the W.K. Kellogg Foundation (the "Foundation") are used exclusively for those charitable purposes set forth in the Articles of Association of the Foundation. In order for the Foundation to remain eligible to receive distributions from the Trust, the Foundation is required to comply with a number of conditions. These conditions include submission of reports and a prohibition against diversion of the funds of the Foundation for any other purpose other than charitable. The Trustees of the Foundation meet at least monthly and submit to the Trustees of the Trust a copy of the minutes of each meeting of the Trustees together with copies of the minutes of the committees of the Board of Trustees and bi-monthly reports of the President, Secretary and Treasurer of the Foundation. The Foundation also submits to the Trustees of the Trust an annual audit and an annual report, and has submitted a report dated July 8, 2019, including attachments, further detailing its redistribution of amounts received from the Trust. These reports, collectively, reflect the expenditure by the Foundation exclusively for its charitable purposes of all funds received by it from the Trust. As of August 31, 2018, the Foundation has expended all funds received by it from the Trust for the fiscal year ended August 31, 2017, and has expended $270,742,220 of the funds received by it from the Trust during the fiscal year ended August 31, 2018. Pursuant to Treas. Reg. 53.4945-5(b)(2), the Trustees of the Trust have verified that the Foundation has complied with the terms and conditions of the Agreement. Also, the Trustees of the Trust obtain written commitments by the Foundation which satisfy Treas. Reg. 53.4945-5(b)(3). To the knowledge of the Trustees of the Trust, there has been no diversion of any portion of the funds paid from the Trust to the Foundation from the charitable purposes specified for such funds. |
| List of Officers, Directors and Trustees | Form 990-PF, Part VIII, Line 1 | During the fiscal year ended August 31, 2018, Roderick Gillum also served as a trustee of the W. K. Kellogg Foundation ("Foundation") and La June Montgomery Tabron also served as President and CEO of the Foundation, and as a trustee of the Foundation. |
| Expense account, other allowances | Form 990-PF, Part VIII, Line 1 | The amounts shown in column (e) are the compensatory portion of the D&O liability premium for each individual trustee. This amount is included in the Insurance expense on Part I, line 23. |
| Compensation | Form 990-PF, Part VIII, Line 1 | La June Montgomery Tabron, John A. Bryant, and Steven A. Cahillane did not receive compensation from the Trust for services performed during the year ended August 31, 2018. |
| Reduction claimed for blockage | Form 990-PF, Part X, Line 1e | During the fiscal year ended August 31, 2018 the W.K. Kellogg Foundation Trust ("Trust") owned in excess of 65 million shares of the common stock of Kellogg Company (the "Company") with a monthly average total value of shares held for the Trust's tax year of approximately $4.4 billion before blockage discount. The percentage of outstanding common stock of the Company which the Trust held during the fiscal year amounted to approximately 19-20%. The fair market value of the stock before any reduction and the amount of discount (in connection with application of the maximum 10% provided in Section 4942(e)(2)(b) of the Internal Revenue Code) is supported by an independent valuation from William Blair & Company, LLC dated October 10, 2018. The claimed discount is appropriate in valuing the Trust's shares in the Company because the shares do not represent voting control of the Company and various factors affect the influence of an approximate 19-20% block of shares. Due to the size of the block of shares, the maximum proceeds for this size block of Company shares is viewed by the valuation specialist to be through underwritten secondary offerings. The monthly blockage discount for the tax year was approximately 8.8%. Total Reduction Claimed for Blockage: $391,716,156 |
| Transactions with controlled entity within the meaning of section 512(b)(13) | Form 990-PF, Part VII, Section A Line11 | C-III RECOVERY FUND II CO-INVESTMENT II (NY2) LP: (237,978) Net income/(loss) per Schedule K-1* GSA DIVERSIFIED ALTERNATIVES FUND LP: 2,621,381 Net income/(loss) per Schedule K-1* (35,000,000) Capital contributed during the year per Schedule K-1 ---------------- (32,378,619) Net transfer (to)/from controlled entity LIV Mexico Growth Fund IV LP: (225,116) Net income/(loss) per Schedule K-1* (1,187,020) Capital contributed during the year per Schedule K-1 ---------------- (1,412,136) Net transfer (to)/from controlled entity AVANZ EM PARTNERSHIPS FEEDER SPC: 504,695 Distributions received (return of capital, realized gain/(loss), and other income) (4,287,756) Capital contributed during the year ---------------- (3,783,061) Net transfer (to)/from controlled entity STANDARD RENEWABLES HOLDINGS LTD: No transfers (to)/from controlled entity STANDARD BROADCASTING III LTD: 3,128,059 Liquidation proceeds *Net income/(loss) per Schedule K-1 includes: net rental real estate income/(loss), interest income, dividend income, gain/(loss) from trading activities, other/portfolio income, portfolio deductions, investment interest expenses, and foreign tax expense. |
| Name of Bond | End of Year Book Value | End of Year Fair Market Value |
|---|---|---|
| Corporate Bonds | 40,599,044 | 40,599,044 |
| Name of Stock | End of Year Book Value | End of Year Fair Market Value |
|---|---|---|
| Kellogg Company Stock | 4,733,246,650 | 4,733,246,650 |
| Other Corporate Stock | 535,664,806 | 535,664,806 |
| Category/ Item | Listed at Cost or FMV | Book Value | End of Year Fair Market Value |
|---|---|---|---|
| Private Equity Funds | FMV | 739,018,107 | 739,018,107 |
| Real Estate Funds | FMV | 130,829,002 | 130,829,002 |
| Hedge Funds | FMV | 845,842,571 | 845,842,571 |
| Commingled Funds | FMV | 888,125,033 | 888,125,033 |
| Category | Amount | Net Investment Income | Adjusted Net Income | Disbursements for Charitable Purposes |
|---|---|---|---|---|
| Legal Fees | 586,099 | 584,313 | 0 | 0 |
| Description | Beginning of Year - Book Value | End of Year - Book Value | End of Year - Fair Market Value |
|---|---|---|---|
| Accrued Interest & Dividends | 37,758,165 | 37,592,514 | 37,592,514 |
| Receivable on Unsettled Trades | 83,902,539 | 0 | 0 |
| Excise tax receivable | 0 | 2,035,956 | 2,035,956 |
| Description | Revenue and Expenses per Books | Net Investment Income | Adjusted Net Income | Disbursements for Charitable Purposes |
|---|---|---|---|---|
| Insurance | 187,526 | 168,259 | 0 | 18,753 |
| Line of Credit Fees | 304,167 | 0 | 0 | 304,167 |
| Reimbursed Salaries & Benefits | 4,658,130 | 4,587,476 | 0 | 0 |
| Software & Maintenance | 234,472 | 233,757 | 0 | 0 |
| Memberships & Subscriptions | 299,931 | 299,017 | 0 | 0 |
| Other Investment Expenses | 84,178 | 83,922 | 0 | 0 |
| Other Expenses - Partnerships & Alternative Investments | 1,031,121 | 22,466,111 | 0 | 0 |
| Description | Revenue And Expenses Per Books | Net Investment Income | Adjusted Net Income |
|---|---|---|---|
| Other Income from Partnerships | 0 | 7,835,294 |
| Description | Amount |
|---|---|
| CHANGE IN UNREALIZED GAINS ON INVESTMENTS | 356,891,290 |
| Description | Beginning of Year - Book Value | End of Year - Book Value |
|---|---|---|
| Deferred Excise Tax Liability | 96,687,167 | 105,281,979 |
| Payable to W.K. Kellogg Foundation | 102,911 | 527,224 |
| Category | Amount | Net Investment Income | Adjusted Net Income | Disbursements for Charitable Purposes |
|---|---|---|---|---|
| Investment Management Fees | 5,148,924 | 5,148,924 | 0 | 0 |
| Consulting Fees | 1,279,267 | 1,275,368 | 0 | 0 |
| Custodial Fees | 1,006,793 | 1,003,724 | 0 | 0 |
| Category | Amount | Net Investment Income | Adjusted Net Income | Disbursements for Charitable Purposes |
|---|---|---|---|---|
| Current & Deferred Excise Tax | 10,576,649 | 0 | 0 | 0 |
| Partnerships & Alternative Investments Taxes | 0 | 2,174,402 | 0 | 0 |
| Name | US / Foreign Address |
EIN | Description | Amount |
|---|---|---|---|---|
| C-III RECOVERY FUND II CO-INVESTMENT II (NY2) LP |
5221 N OCONNOR BLVD SUITE 800 IRVING,TX75039 |
32-0496111 | Loss per K-1; SEE SUPPLEMENTAL INFORMATION | 237,978 |
| STANDARD RENEWABLES HOLDINGS LTD |
C/O WALTER CORPORATE LIMITED CAYMAN CORPORATE CTR 27 HOSPITAL RD GEORGE TOWN,GRAND CAYMANKY19005 CJ |
98-1194824 | N/A | 0 |
| STANDARD BROADCASTING III LTD |
C/O WALKER CORPORATE LIMITED CAYMAN CORPORATE CTR 27 HOSPITAL RD GEORGE TOWN,GRAND CAYMANKY19005 CJ |
98-1120696 | SEE SUPPLEMENTAL INFORMATION | 3,128,059 |
| Total | ||||
| Name | US / Foreign Address |
EIN | Description | Amount |
|---|---|---|---|---|
| GSA DIVERSIFIED ALTERNATIVES FUND LP |
C/O QUINTILLION LIMITED 24-26 CITY QUAY DUBLIN 2 EI |
36-4838002 | SEE SUPPLEMENTAL INFORMATION | 32,378,619 |
| LIV MEXICO GROWTH FUND IV LP |
155 Wellington Street West Toronto,Ontario CA |
26-0257407 | SEE SUPPLEMENTAL INFORMATION | 1,412,136 |
| AVANZ EM PARTNERSHIPS FEEDER SPC |
3 BETHESDA METRO CENTRE SUITE 700 BETHESDA,MD20814 |
98-1107923 | SEE SUPPLEMENTAL INFORMATION | 3,783,061 |
| Total | ||||