Related Party Transactions | Related Party Transactions Prior to the Spin-Off, WK Kellogg Co did not historically operate as a standalone business and has various relationships with Kellanova whereby Kellanova provides services to WK Kellogg Co. Transfers to/from Kellanova, net As discussed in Note 1 under "Basis of presentation", net parent investment is primarily impacted by contributions from Kellanova which are the result of treasury activity and net funding provided by or distributed to Kellanova. In connection with the Spin-Off, WK Kellogg Co paid a $663 million dividend to Kellanova on September 29, 2023. The components of net parent investment for the year-to date periods ended September 30, 2023 and October 1, 2022 are: (millions) September 30, October 1, Net transfers (to)/from Kellanova as reflected in the Unaudited Combined Statement of Cash Flow $ (25) $ (15) Non-cash stock compensation expense 3 2 Non-cash pension and postretirement benefit (47) (69) Non-cash contribution of assets and liabilities from parent 143 — Net transfers from/(to) Kellanova as reflected in the Unaudited Combined Statement of Changes in Equity $ 74 $ (82) Corporate Overhead and Other Allocations During the year-to-date period ended September 30, 2023, Kellanova provided WK Kellogg Co certain services, including executive oversight, treasury, legal, finance, human resources, tax, internal audit, financial reporting, information technology and investor relations. Allocated costs also include costs related to commingled supply chain functions such as logistics, distribution, and co-manufacturing/co-packing operations. Our Unaudited Combined Financial Statements reflect an allocation of these costs. When specific identification is not practicable, a proportional cost method is used, primarily based on gross sales value, headcount, production pounds or shipping pounds. The allocation of expenses from Kellanova to WK Kellogg Co was reflected as follows in the Unaudited Combined Statement of Operations for the quarters and year-to-date periods ended September 30, 2023 and October 1, 2022: Quarter ended Year-to-date period ended (millions) September 30, October 1, September 30, October 1, Cost of goods sold $ 39 $ 42 $ 128 $ 120 Selling, general and administrative 59 82 233 220 Other (income) expense, net (32) (23) (43) (80) Total $ 66 $ 101 $ 318 $ 260 The financial information herein may not necessarily reflect the combined financial position, results of operations and cash flows of WK Kellogg Co in the future or what they would have been had WK Kellogg Co been a separate, standalone entity during the periods presented. Management believes that the methods used to allocate expenses to WK Kellogg Co are reasonable; however, the allocations may not be indicative of actual expenses that would have been incurred had we operated as an independent, publicly traded company for the periods presented. Actual costs that WK Kellogg Co may have incurred had it been a standalone company would depend on a number of factors, including its organizational structure, whether functions were outsourced or performed by our employees and strategic decisions made in areas such as manufacturing, selling and marketing, research and development, information technology and infrastructure. Stock compensation Stock compensation expense related to Kellanova employees who also support WK Kellogg Co have been allocated to the Company and recorded in cost of goods sold ("COGS") and selling general and administrative ("SGA") expense in the Unaudited Combined Statement of Operations and included in the table above. Stock compensation costs allocated to WK Kellogg Co were $3 million and $11 million for the quarter and year-to date periods ended September 30, 2023, respectively. Stock compensation costs allocated to WK Kellogg Co were $4 million and $10 million for the quarter and year-to-date periods ended October 1, 2022, respectively. Retirement Benefits As discussed in Note 4, WK Kellogg Co’s employees participate in defined benefit pension and other postretirement plans sponsored by Kellanova that also include participants of Kellanova’s other businesses. The costs of such plans have been allocated in the Unaudited Combined Statement of Operations within COGS, SGA expense and other income (expense), net and are included in the amounts presented in the table above. The allocated income related to such plans was $32 million and $47 million for the quarter and year-to-date periods ended September 30, 2023, respectively. The allocated income related to such plans was $20 million and $69 million for the quarter and year-to-date periods ended October 1, 2022, respectively. The costs of such plans have been allocated in the Unaudited Combined Statement of Operations within COGS, SGA expense and other income (expense), net and are included in the amounts presented in the table above. Note 4 also describes the Plans that are sponsored by WK Kellogg Co and the direct costs recognized. Centralized Cash Management Kellanova uses a centralized approach to cash management and financing of operations. The majority of WK Kellogg Co’s businesses were part of Kellanova’s cash pooling arrangements to maximize Kellanova’s availability of cash for general operating and investing purposes. Under these cash pooling arrangements, cash balances are swept regularly from WK Kellogg Co’s accounts. Cash transfers to and from Kellanova’s cash concentration accounts and the resulting balances at the end of each reporting period are reflected in net parent company investment in the Unaudited Combined Balance Sheet. Cash balances in WK Kellogg Co entities that have not been swept to Kellanova’s cash concentration accounts are $64 million as of September 30, 2023. Debt Kellanova third-party debt and the related interest expense have not been allocated to WK Kellogg Co for any of the periods presented as WK Kellogg Co was not the legal obligor of the debt and Kellanova’s borrowings were not directly attributable to WK Kellogg Co’s businesses. Note 5 describes the Credit Facilities that are directly attributable to WK Kellogg Co's business. Commercial Operations Unless otherwise stated, all significant intercompany transactions between WK Kellogg Co and Kellanova have been included in these Unaudited Combined Financial Statements and are considered to be effectively settled for cash at the time the transaction is recorded. The total net effect of the settlement of these intercompany transactions is reflected in the Unaudited Combined Statement of Cash Flows as a financing activity and in the Unaudited Combined Balance Sheet as net parent investment. WK Kellogg Co sells certain products to other Kellanova businesses, which may use WK Kellogg Co’s products as raw materials in their manufacturing processes or may resell the finished goods. These product sales resulted in revenue of $9 million and $27 million for the quarter and year-to-date periods ended September 30, 2023, respectively. These product sales resulted in revenue of $9 million and $24 million for the quarter and year-to-date periods ended October 1, 2022, respectively. Accounts receivable as a result of WK Kellogg Co sales to other Kellanova businesses was approximately $4 million and $1 million as of September 30, 2023 and December 31, 2022, respectively. Such sales are not expected to continue following the Spin-Off. WK Kellogg Co also purchases certain products from other Kellanova businesses, which is recorded in COGS. These purchases amounted to $23 million and $60 million for the quarter and year-to-date period ended September 30, 2023, respectively. These purchases amounted to $19 million and $59 million for the quarter and year-to-date period ended October 1, 2022, respectively. The amounts payable to Kellanova as a result of these purchases was $19 million and $11 million as of September 30, 2023 and December 31, 2022, respectively, and were recorded in due to related parties on the Unaudited Combined Balance Sheets. These amounts may not necessarily reflect the combined financial position and results of operations of WK Kellogg Co in the future or what they would have been had WK Kellogg Co been a separate, standalone entity during the periods presented. Actual costs that WK Kellogg Co may have incurred had it been a standalone company would depend on a number of factors, including its organizational structure, whether functions were outsourced or performed by our employees and strategic decisions made in areas such as manufacturing, selling and marketing, research and development, information technology and infrastructure. The future purchases of products from Kellanova are governed by the Supply Agreement between WK Kellogg Co and Kellanova. WK Kellogg Co also makes certain royalty payments to Kellanova, which are recorded in COGS. These royalties amounted to $3 million and $10 million for the quarter and year-to-date periods ended September 30, 2023, respectively. These royalties amounted to $3 million and $10 million for the quarter and year-to-date period ended October 1, 2022, respectively. Royalty payable was recorded within accounts payable on the Unaudited Combined Balance Sheets and was an immaterial amount as of September 30, 2023 and December 31, 2022. Such royalty payments are not expected to continue following the Spin-Off. Spin-Off costs and other Spin-Off related transactions WK Kellogg Co was allocated a pro rata portion of costs incurred by Kellanova to evaluate, plan and execute the Spin-Off. These charges were primarily related to legal and consulting costs. WK Kellogg Co is allocated a pro rata portion of those costs, that WK Kellogg Co received a benefit from, based on either specific identification, where possible, or a proportional cost method based on gross sales value. WK Kellogg Co recorded total charges of $28 million, including $2 million in COGS and $26 million in SGA expense for the quarter ended September 30, 2023. WK Kellogg Co recorded total charges of $89 million, including $19 million in COGS and $70 million in SGA expense for the year-to-date period ended September 30, 2023. WK Kellogg Co recorded total Spin-Off costs of $9 million, including $1 million in COGS and $8 million in SGA expense for the quarter ended October 1, 2022. For the year-to-date period ended October 1, 2022, WK Kellogg Co recorded total Spin-Off costs of $10 million, including $1 million in COGS and $9 million in SGA expense. In contemplation of the Spin-Off, Kellanova and WK Kellogg Co began tracking payables and receivables separately for the two entities. Based on cash collections and remittances related to company specific invoices, WK Kellogg has a related party payable to Kellanova of $12 million and a related party receivable from Kellanova for $4 million as of September 30, 2023. |