| Category | Amount | Net Investment Income | Adjusted Net Income | Disbursements for Charitable Purposes |
|---|---|---|---|---|
| Accounting Fees | 390,890 | 346,390 | 0 |
| Description of Property | Date Acquired | Cost or Other Basis | Prior Years' Depreciation | Computation Method | Rate / Life (# of years) |
Current Year's Depreciation Expense | Net Investment Income | Adjusted Net Income | Cost of Goods Sold Not Included |
|---|---|---|---|---|---|---|---|---|---|
| Depletion from Partnerships | 11,276 |
| Name | Date Acquired | How Acquired | Date Sold | Purchaser Name | Gross Sales Price | Basis | Basis Method | Sales Expenses | Total (net) | Accumulated Depreciation |
|---|---|---|---|---|---|---|---|---|---|---|
| PARTNERSHIP & ALTERNATIVE INVESTMENTS | 499,251,866 | 345,923,466 | 153,328,400 | |||||||
| KELLOGG COMPANY STOCK | 162,894,943 | 274,533 | 162,620,410 | |||||||
| PUBLICLY TRADED SECURITIES | 1,456,320,057 | 1,424,365,291 | 31,954,766 |
| Identifier | Return Reference | Explanation |
|---|---|---|
| CONTRIBUTIONS TO PRESELECTED CHARITABLE ORGANIZATIONS | Form 990-PF, Part XIV, 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. |
| MORTGAGES AND OTHER NOTES PAYABLE, PURPOSE OF LOAN | Form 990-PF, Part II, Line 21 | THE W.K. KELLOGG FOUNDATION TRUST ("TRUST") ISSUED THE SOCIAL BONDS TO DISTRIBUTE THE PROCEEDS TO THE W.K. KELLOGG FOUNDATION ("FOUNDATION"), TO INCREASE THE FOUNDATION'S GRANTMAKING, TO ADDRESS CRITICAL NEEDS OF CHILDREN, FAMILIES AND COMMUNITIES IN THE WAKE OF THE GLOBAL PANDEMIC, AS WELL AS URGENT ISSUES OF RACIAL INJUSTICE. |
| COMPENSATION | Form 990-PF, Part VII, Line 1 | LA JUNE MONTGOMERY TABRON AND STEVEN A. CAHILLANE DID NOT RECEIVE COMPENSATION FROM THE TRUST FOR SERVICES PERFORMED DURING THE YEAR ENDED AUGUST 31, 2022. 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. |
| EXPENDITURE RESPONSIBILITY | Form 990-PF, Part VI, Section B Line 5c | 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, 2022, 15 payments in the aggregate amount of $534,020,372 were made from Trust 5315 to the W.K. Kellogg Foundation on the dates in the amounts set forth below: 09/27/2021: 50,000,000 10/12/2021: 41,000,000 11/02/2021: 15,000,000 11/09/2021: 25,500,000 12/20/2021: 44,500,000 01/25/2022: 55,000,000 01/28/2022: 100,019,633 02/07/2022: 739 03/09/2022: 20,000,000 04/12/2022: 52,000,000 05/10/2022: 20,000,000 06/08/2022: 20,000,000 07/21/2022: 65,000,000 08/09/2022: 10,000,000 08/29/2022: 16,000,000 --------------------------------- TOTAL: $534,020,372 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 June 28, 2023, 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, 2022, the Foundation has expended all funds received by it from the Trust for the fiscal year ended August 31, 2021, and has expended $385,021,619 of the funds received by it from the Trust during the fiscal year ended August 31, 2022. 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 VII, Line 1 | DURING THE FISCAL YEAR ENDED AUGUST 31, 2022, RAMON MURGUIA 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. |
| REDUCTION CLAIMED FOR BLOCKAGE | Form 990-PF, Part IX, Line 1e | During the fiscal year ended August 31, 2022 the W.K. Kellogg Foundation Trust ("Trust") owned in excess of 55 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 $3.8 billion before blockage discount. The percentage of outstanding common stock of the Company which the Trust held during the fiscal year amounted to approximately 16-18%. 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 September 27, 2022. 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 16-18% 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 8.9%. Total Reduction Claimed for Blockage: $343,201,173 |
| TRANSACTIONS WITH CONTROLLED ENTITY WITHIN THE MEANING OF SECTION 512(b)(13) | Form 990-PF, Part VI, Section A Line 11 | C-III RECOVERY FUND II CO-INVESTMENT II (NY2) LP: (368,716) Net income/(loss) per Schedule K-1* LIV Mexico Growth Fund IV LP: (175,900) Net income/(loss) per Schedule K-1* 162,763 Withdrawals & distributions during the year per Schedule K-1 (2,223,399) Capital contributed during the year per Schedule K-1 ---------------- (2,236,536) Net transfer (to)/from controlled entity AVANZ EM PARTNERSHIPS FEEDER SPC: 2,237,954 Distributions received (return of capital, realized gain/(loss), and other income) (121,985) Capital contributed during the year ---------------- 2,115,969 Net transfer (to)/from controlled entity STANDARD RENEWABLES HOLDINGS LTD: No transactions TI BC CO-INVESTMENT FUND LP: 9,967 Net income/(loss) per Schedule K-1* (2,415,000) Capital contributed during the year per Schedule K-1 ---------------- (2,405,033) Net transfer (to)/from controlled entity DOCKYARD CAPITAL OFFSHORE FUND LP: 16,614,021 Distributions received (return of capital, realized gain/(loss), and other income) (10,000,000) Capital contributed during the year ---------------- 6,614,021 Net transfer (to)/from controlled entity OPERATOR COLLECTIVE CAPITAL I LLC: (7,060) Net income/(loss) per Schedule K-1* *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 | 38,317,070 | 38,317,070 |
| Name of Stock | End of Year Book Value | End of Year Fair Market Value |
|---|---|---|
| Kellogg Company Stock | 4,126,673,896 | 4,126,673,896 |
| Other Corporate Stock | 368,492,634 | 368,492,634 |
| Category/ Item | Listed at Cost or FMV | Book Value | End of Year Fair Market Value |
|---|---|---|---|
| Private Equity Funds | FMV | 1,275,398,424 | 1,275,398,424 |
| Real Estate Funds | FMV | 216,917,808 | 216,917,808 |
| Hedge Funds | FMV | 1,573,964,062 | 1,573,964,062 |
| Commingled Funds | FMV | 514,909,397 | 514,909,397 |
| Category | Amount | Net Investment Income | Adjusted Net Income | Disbursements for Charitable Purposes |
|---|---|---|---|---|
| Legal Fees | 1,187,343 | 1,012,350 | 0 |
| Item No. | 1 |
|---|---|
| Lender's Name | JP Morgan |
| Lender's Title | Series 2020 Social Bond |
| Relationship to Insider | None |
| Original Amount of Loan | 300,000,000 |
| Balance Due | 300,000,000 |
| Date of Note | 2020-10 |
| Maturity Date | 2050-10 |
| Repayment Terms | |
| Interest Rate | 2.443 |
| Security Provided by Borrower | |
| Purpose of Loan | SEE PART II, LINE 21 SUPPLEMENTAL INFORMATION STATEMENT |
| Description of Lender Consideration | |
| Consideration FMV |
| Description | Beginning of Year - Book Value | End of Year - Book Value | End of Year - Fair Market Value |
|---|---|---|---|
| Accrued Interest & Dividends | 35,312,759 | 34,581,133 | 34,581,133 |
| Excise tax receivable | 564,883 | 1,604,248 | 1,604,248 |
| Description | Amount |
|---|---|
| change in unrealized gains/(losses) on investments | 14,578,586 |
| Description | Revenue and Expenses per Books | Net Investment Income | Adjusted Net Income | Disbursements for Charitable Purposes |
|---|---|---|---|---|
| Insurance | 652,576 | 500,758 | 65,258 | |
| Line of Credit Fees | 304,161 | 0 | 0 | |
| Reimbursed Salaries & Benefits | 5,528,241 | 5,416,922 | 0 | |
| Memberships & Subscriptions | 536,831 | 457,712 | 0 | |
| Other Expenses - Partnerships & Alternative Investments | 172,763 | 0 | 0 | |
| Other Investment Expenses | 23,690 | 20,199 | 0 |
| Description | Revenue And Expenses Per Books | Net Investment Income | Adjusted Net Income |
|---|---|---|---|
| Other Income/(Loss) from Partnerships | 0 | -14,750,952 |
| Description | Beginning of Year - Book Value | End of Year - Book Value |
|---|---|---|
| Deferred Excise Tax Liability | 70,601,012 | 70,362,428 |
| Payable to W.K. Kellogg Foundation | 1,346,553 | 411,054 |
| Category | Amount | Net Investment Income | Adjusted Net Income | Disbursements for Charitable Purposes |
|---|---|---|---|---|
| Investment Management Fees | 2,991,915 | 2,991,915 | 0 | |
| Consulting Fees | 1,472,559 | 1,255,531 | 0 | |
| Custodial Fees | 822,842 | 701,570 | 0 |
| Category | Amount | Net Investment Income | Adjusted Net Income | Disbursements for Charitable Purposes |
|---|---|---|---|---|
| Excise & Income Tax | 7,000,363 | 0 | 0 | |
| Partnerships & Alternative Investments Taxes | 0 | 1,819,011 | 0 |
| Name | US / Foreign Address |
EIN | Description | Amount |
|---|---|---|---|---|
| AVANZ EM PARTNERSHIPS FEEDER SPC |
3 BETHESDA METRO CENTRE SUITE 700 BETHESDA,MD20814 |
98-1107923 | SEE SUPPLEMENTAL INFORMATION | 2,115,969 |
| DOCKYARD CAPITAL OFFSHORE FUND LP |
c/o Morgan Stanley Fund Services 7-11 Sie John Rogersons Quay Dublin 2 EI |
98-1429245 | SEE SUPPLEMENTAL INFORMATION | 6,614,021 |
| Total | ||||
| 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 | SEE SUPPLEMENTAL INFORMATION | 368,716 |
| LIV MEXICO GROWTH FUND IV LP |
330 East 79th Street Suite 1D New York,NY10075 |
26-0257407 | SEE SUPPLEMENTAL INFORMATION | 2,236,536 |
| STANDARD RENEWABLES HOLDINGS LTD |
C/O WALTER CORPORATE LIMITED CAYMAN CORPORATE CTR 27 HOSPITAL R GEORGE TOWN,GRAND CAYMANKY19005 CJ |
98-1194824 | SEE SUPPLEMENTAL INFORMATION | 0 |
| TI BC CO-INVESTMENT FUND LP |
302 2ND ST SUITE 200 SAN FRANCISCO,CA94107 |
83-1185697 | SEE SUPPLEMENTAL INFORMATION | 2,405,033 |
| OPERATOR COLLECTIVE CAPITAL I LLC |
PO BOX 620733 WOODSIDE,CA94062 |
85-4043528 | SEE SUPPLEMENTAL INFORMATION | 7,060 |
| Total | ||||