Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 31, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Entity Registrant Name | WK Kellogg Co | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-41755 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 92-1243173 | |
Entity Address, Address Line One | One Kellogg Square | |
Entity Address, Address Line Two | P.O. Box 3599 | |
Entity Address, City or Town | Battle Creek | |
Entity Address, State or Province | MI | |
Entity Address, Postal Zip Code | 49016-3599 | |
City Area Code | 269 | |
Local Phone Number | 401-3000 | |
Title of 12(b) Security | Common Stock par value, $.0001 per share | |
Trading Symbol | KLG | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 85,631,304 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Entity Central Index Key | 0001959348 | |
Current Fiscal Year End Date | --12-30 |
COMBINED BALANCE SHEET
COMBINED BALANCE SHEET - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 64 | $ 0 |
Accounts receivable, net | 329 | 229 |
Inventories, net | 326 | 431 |
Other current assets | 20 | 10 |
Total current assets | 739 | 670 |
Property, net | 721 | 645 |
Goodwill | 53 | 53 |
Other intangibles | 57 | 57 |
Postretirement plan assets | 270 | |
Other assets | 26 | 11 |
Total assets | 1,866 | 1,436 |
Current liabilities | ||
Notes payable | 164 | 0 |
Current maturities of long-term debt | 8 | 0 |
Accounts payable | 474 | 473 |
Accrued advertising and promotion | 126 | 103 |
Accrued salaries and wages | 54 | 32 |
Total current liabilities | 931 | 666 |
Long-term debt | 487 | 0 |
Deferred income taxes | 96 | 63 |
Pension liability | 130 | 0 |
Nonpension postretirement liability | 15 | 15 |
Other liabilities | 11 | 5 |
Commitments and contingencies (Note 9) | ||
Equity | ||
Net parent investment | 223 | 725 |
Accumulated other comprehensive income (loss) | (27) | (38) |
Total Kellogg Company equity | 196 | 687 |
Total liabilities and equity | 1,866 | 1,436 |
Related Party | ||
Current assets | ||
Accounts receivable, net | 4 | 1 |
Current liabilities | ||
Accounts payable | 19 | 11 |
Other current liabilities | 30 | 11 |
Nonrelated Party | ||
Current liabilities | ||
Other current liabilities | $ 75 | $ 47 |
COMBINED STATEMENT OF INCOME (u
COMBINED STATEMENT OF INCOME (unaudited) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | ||
Income Statement [Abstract] | |||||
Net sales | $ 692 | $ 705 | $ 2,112 | $ 2,018 | |
Cost of goods sold | 496 | 531 | 1,544 | 1,553 | |
Selling, general and administrative expense | 179 | 167 | 497 | 382 | |
Operating profit | 17 | 7 | 71 | 83 | |
Other income (expense), net | 38 | 22 | 53 | 79 | |
Income before income taxes | 55 | 29 | 124 | 162 | |
Income tax expense (benefit) | 13 | 6 | 29 | 35 | |
Net income (loss) | $ 42 | $ 23 | $ 95 | $ 127 | |
Per share amounts: | |||||
Basic earnings (in dollars per share) | $ 0.49 | $ 0.27 | $ 1.10 | $ 1.48 | |
Diluted earnings (in dollars per share) | $ 0.49 | $ 0.27 | $ 1.10 | $ 1.48 | |
Average shares outstanding (a): | |||||
Basic (in shares) | [1] | 86,000 | 86,000 | 86,000 | 86,000 |
Diluted (in shares) | [1] | 86,000 | 86,000 | 86,000 | 86,000 |
Actual shares outstanding at period end (in shares) | |||||
[1]On October 2, 2023, Kellanova, the former parent company of WK Kellogg Co, distributed 85,631,304 shares of WK Kellogg Co common stock to Kellanova's shareholders in connection with its spin-off of WK Kellogg Co (the "Spin-Off"). See Note 1 to the Unaudited Combined Financial Statements for more information. Basic and diluted earnings per share and the average number of shares outstanding were retrospectively recast for the number of WK Kellogg Co shares outstanding immediately following the Spin-Off. |
COMBINED STATEMENT OF INCOME _2
COMBINED STATEMENT OF INCOME (unaudited) (Parenthetical) | Oct. 02, 2023 shares |
Subsequent Event | |
Stock issued during period, new issues (in shares) | 85,631,304 |
COMBINED STATEMENT OF COMPREHEN
COMBINED STATEMENT OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Pre-tax amount | ||||
Net income (loss) | $ 55 | $ 29 | $ 124 | $ 162 |
Foreign currency translation adjustments: | ||||
Foreign currency translation adjustments during period | (1) | (1) | 3 | (1) |
Other comprehensive income (loss) | (1) | (1) | 3 | (1) |
Comprehensive income (loss) | 54 | 28 | 127 | 161 |
Tax (expense) benefit | ||||
Net income (loss) | (13) | (6) | (29) | (35) |
Foreign currency translation adjustments: | ||||
Foreign currency translation adjustments during period | 0 | 0 | 0 | 0 |
Other comprehensive income (loss) | 0 | 0 | 0 | 0 |
Comprehensive income (loss) | (13) | (6) | (29) | (35) |
After-tax amount | ||||
Net income (loss) | 42 | 23 | 95 | 127 |
Foreign currency translation adjustments: | ||||
Foreign currency translation adjustments during period | (1) | (1) | 3 | (1) |
Other comprehensive income (loss) | (1) | (1) | 3 | (1) |
Comprehensive income attributable to Kellogg Company | $ 41 | $ 22 | $ 98 | $ 126 |
COMBINED STATEMENT OF EQUITY (u
COMBINED STATEMENT OF EQUITY (unaudited) - USD ($) $ in Millions | Total | Capital in excess of par value | Accumulated other comprehensive income (loss) |
Beginning balance at Jan. 01, 2022 | $ 570 | $ 607 | $ (37) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Net income (loss) | 127 | 127 | |
Other net transfer (to)/from parent | (82) | (82) | |
Other comprehensive income (loss), net of tax | (1) | (1) | |
Ending balance at Oct. 01, 2022 | 614 | 652 | (38) |
Beginning balance at Jul. 02, 2022 | 609 | 646 | (37) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Net income (loss) | 23 | 23 | |
Other net transfer (to)/from parent | (17) | (17) | |
Other comprehensive income (loss), net of tax | (1) | (1) | |
Ending balance at Oct. 01, 2022 | 614 | 652 | (38) |
Beginning balance at Dec. 31, 2022 | 687 | 725 | (38) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Net income (loss) | 95 | 95 | |
Dividends | (663) | (663) | |
Other net transfer (to)/from parent | 74 | 66 | 8 |
Other comprehensive income (loss), net of tax | 3 | 3 | |
Ending balance at Sep. 30, 2023 | 196 | 223 | (27) |
Beginning balance at Jun. 30, 2023 | 650 | 684 | (34) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Net income (loss) | 42 | 42 | |
Dividends | (663) | (663) | |
Other net transfer (to)/from parent | 168 | 160 | 8 |
Other comprehensive income (loss), net of tax | (1) | (1) | |
Ending balance at Sep. 30, 2023 | $ 196 | $ 223 | $ (27) |
COMBINED STATEMENT OF CASH FLOW
COMBINED STATEMENT OF CASH FLOWS (Unaudited) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Oct. 01, 2022 | |
Operating activities | ||
Net income (loss) | $ 95 | $ 127 |
Adjustments to reconcile net income to operating cash flows: | ||
Depreciation | 49 | 48 |
Pension and postretirement benefit plan expense (benefit) | (52) | (69) |
Stock compensation | 3 | 2 |
Other | 2 | 2 |
Postretirement benefit plan contributions | (1) | (1) |
Changes in operating assets and liabilities | ||
Trade receivables | (92) | (130) |
Inventories | 106 | (88) |
Accounts payable | 9 | 137 |
Due to/from related parties | 13 | (2) |
Accrued advertising and promotion | 22 | 44 |
Accrued salaries and wages | 22 | 4 |
All other current assets and liabilities | 8 | (21) |
Net cash provided by (used in) operating activities | 184 | 53 |
Investing activities | ||
Additions to properties | (93) | (38) |
Property damage recoveries from insurance proceeds | 4 | 0 |
Net cash provided by (used in) investing activities | (89) | (38) |
Financing activities | ||
Proceeds from borrowings under the Credit Agreement | 664 | 0 |
Payment of financing fees | (7) | 0 |
Dividend to parent | (663) | 0 |
All other net transfer (to)/from parent | (25) | (15) |
Net cash provided by (used in) financing activities | (31) | (15) |
Increase (decrease) in cash and cash equivalents | 64 | 0 |
Cash and cash equivalents at beginning of period | 0 | 0 |
Cash and cash equivalents at end of period | 64 | 0 |
Supplemental cash flow disclosures of non-cash investing and financing activities | ||
Additions to properties included in accounts payable | 27 | 12 |
Contribution of certain assets and liabilities to WK Kellogg Co by parent | 143 | 0 |
Related Party | ||
Financing activities | ||
All other net transfer (to)/from parent | (25) | (15) |
Supplemental cash flow disclosures of non-cash investing and financing activities | ||
Contribution of certain assets and liabilities to WK Kellogg Co by parent | $ 143 | $ 0 |
Description of the Company and
Description of the Company and Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Description of the Company and Basis of Presentation | Description of the Company and Basis of Presentation Description of the Company On June 21, 2022, Kellanova (formerly known as Kellogg Company) announced its intent to separate its North American Cereal Business (“Cereal Business”) via a tax-free spin-off, resulting in the creation of a new independent public company, WK Kellogg Co. The Cereal Business consists of the business and operations conducted by Kellanova until October 2, 2023. WK Kellogg Co's products are manufactured by us in the United States, Mexico and Canada and marketed in the United States, Canada and the Caribbean. On September 11, 2023, the Board of Directors of Kellanova approved the spin-off (the “Spin-Off”) of the Cereal Business through the distribution of shares of WK Kellogg Co common stock to Kellanova shareholders (the “Distribution”). In connection with the Distribution, WK Kellogg Co underwent an internal reorganization following which it became the holder, directly or through its subsidiaries, of the Cereal Business. On October 2, 2023, the Spin-Off was achieved through Kellanova's distribution of one share of WK Kellogg Co’s common stock for every four shares of Kellanova common stock to Kellanova’s shareholders as of the close of business on the record date of September 21, 2023. On October 2, 2023, WK Kellogg Co began trading as an independent publicly traded company under the stock symbol "KLG" on the New Your Stock Exchange. Prior to October 2, 2023, WK Kellogg Co was wholly owned by Kellanova. In connection with the Spin-Off, WK Kellogg Co entered into several agreements with Kellanova that govern the relationship of the parties following the Spin-Off and allocate between WK Kellogg Co and Kellanova various assets, liabilities, and obligations, including, among other things, employee benefits, intellectual property, and tax related assets and liabilities. The agreements included a Separation and Distribution Agreement, Employee Matters Agreement, Supply Agreement, Master Ownership and License Agreement regarding Patents, Trademarks and Certain Related Intellectual Property, Tax Matters Agreement and Transition Services Agreement. The accompanying Unaudited Combined Financial Statements represent the assets, liabilities and operations related to the Cereal Business to be transferred to WK Kellogg Co as well as the assets, liabilities and operations of WK Kellogg Co. The Cereal Business transferred from Kellanova to WK Kellogg Co on October 2, 2023, and the results of WK Kellogg Co are referred to throughout these Unaudited Combined Financial Statements as “WK Kellogg Co,” “the Company,” “we,” “us” or “our”. With the exception of debt financing issued specifically for WK Kellogg Co on September 12, 2023, our cash was managed centrally at the Kellanova level and as such, cash management decisions by Kellanova had an impact on our Unaudited Combined Financial Statements. The cash and cash equivalents held by Kellanova at the corporate level were not specifically identifiable to us and, therefore, have not been reflected in our Unaudited Combined Financial Statements. Cash and cash equivalents held in our legal entities are specifically identifiable to us and have been reflected in our Unaudited Combined Financial Statements. Basis of presentation These Unaudited Combined Financial Statements were prepared on a standalone basis derived from the consolidated financial statements and accounting records of Kellanova. These statements reflect the combined historical results of operations, financial position and cash flows of WK Kellogg Co prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The unaudited interim financial information included therein reflects all adjustments, all of which are of a normal and recurring nature, that management believes are necessary for a fair statement of the results of operations, comprehensive income (loss), financial position, equity and cash flows for the periods presented. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with our Combined Financial Statements and accompanying notes included in the Information Statement filed as Exhibit 99.1 to Amendment No. 4 to our Registration Statement on Form 10, as amended, filed with the Securities and Exchange Commission on September 11, 2023 (“Form 10”). The Unaudited Combined Balance Sheet at December 31, 2022 was derived from annual audited financial statements, but does not include all disclosures required by GAAP. The results of operations for the quarter and year-to-date period ended September 30, 2023 are not necessarily indicative of the results to be expected for other interim periods or the full year. These Unaudited Combined Financial Statements are presented as if WK Kellogg Co had been carved out of Kellanova and had been combined for all periods presented. The Unaudited Combined Financial Statements include the attribution of certain assets and liabilities that have been held at Kellanova but which are specifically identifiable or attributable to the Cereal Business. The assets and liabilities in the carve-out financial statements have been presented on a historical cost basis. All significant intercompany transactions within WK Kellogg Co have been eliminated. All transactions between WK Kellogg Co and Kellanova are considered to be effectively settled in the Unaudited Combined Financial Statements at the time the transaction is recorded, other than transactions stemming from commercial operations described in Note 7. 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. These Unaudited Combined Financial Statements include expense allocations for: (1) co-manufacturing, product warehousing and distribution; (2) a combined sales force and management; (3) certain support functions that are provided on a centralized basis within Kellanova, including, but not limited to executive oversight, treasury, finance, internal audit, legal, information technology, human resources, communications, facilities, and compliance; and (4) employee benefits and compensation, including stock based compensation. These expenses have been allocated to WK Kellogg Co on the basis of direct usage where identifiable, with the remainder allocated on a basis of gross sales value, production pounds, headcount or other applicable measures. For an additional discussion and quantification of expense allocations, see Note 7. Management believes the assumptions underlying these Unaudited Combined Financial Statements, including the assumptions regarding allocated expenses, reasonably reflect the utilization of services provided to or the benefit received by WK Kellogg Co during the periods presented. Nevertheless, the Unaudited Combined Financial Statements may not reflect the results of operations, financial position and cash flows had WK Kellogg Co been a standalone company 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 the chosen organization 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. Debt obligations and related financing costs of Kellanova have not been included in the Unaudited Combined Financial Statements of WK Kellogg Co, because WK Kellogg Co is not a party to the obligations between Kellanova and the debt holders. The debt obligations and related financing costs of WK Kellogg Co have been described in Note 5. The income tax provision in the Unaudited Combined Statement of Operations has been calculated as if WK Kellogg Co was operating on a standalone basis and filed separate tax returns in the jurisdiction in which it operates. Therefore, cash tax payments and items of current and deferred taxes may not be reflective of WK Kellogg Co’s actual tax balances prior to or subsequent to the Spin-Off. Kellanova maintains various benefit and combined stock-based compensation plans at a corporate level and other benefit plans at a country level. Our employees participate in such programs and the portion of the cost of those plans related to our employees is included in our Unaudited Combined Financial Statements. However, the Unaudited Combined Balance Sheets do not include any equity issued related to stock-based compensation plans or any net benefit plan obligations unless the benefit plan covers only our dedicated employees or where the entire legal obligation associated with the benefit plan will transfer to WK Kellogg Co. Further, where WK Kellogg Co employees participate in defined benefit plans sponsored by Kellanova that include participants of Kellanova’s other businesses, such plans are accounted for as multiemployer plans in these Unaudited Combined Financial Statements. During the quarter ended September 30, 2023, in connection with the Spin-Off, certain pension and nonpension postretirement plans that were previously sponsored by Kellanova were divided such that the plans became dedicated to our employees and sponsored by WK Kellogg Co. See Note 4 for further details on the assumption of pension and postretirement assets and liabilities and related costs. The equity balance in these Unaudited Combined Financial Statements represents the excess of total assets over total liabilities, including intercompany balances between us and Kellanova (net parent investment) and accumulated other comprehensive loss. Net parent investment is primarily impacted by distributions to Kellanova |
Accounting policies | Accounting policies Accounts payable - Supplier Finance Programs WK Kellogg Co establishes competitive market-based terms with our suppliers, regardless of whether they participate in supplier finance programs, which generally range from 0 to 135 days, depending on their respective industry and geography. WK Kellogg Co also participated in Kellanova's program during the year-to-date period ended September 30, 2023. The market-based terms of the Kellanova program range from 0 to 150 days. Both the WK Kellogg Co and Kellanova supplier finance programs include agreements with third parties to provide accounts payable tracking systems which facilitate participating suppliers’ ability to monitor and, if elected, sell payment obligations from WK Kellogg Co or Kellanova to designated third-party financial institutions. Participating suppliers may, at their sole discretion, make offers to sell one or more payment obligations of WK Kellogg Co or Kellanova prior to their scheduled due dates at a discounted price to participating financial institutions. WK Kellogg Co or Kellanova has no economic interest in the sale of these suppliers’ receivables and no direct financial relationship with the financial institutions concerning these services. WK Kellogg Co and Kellanova's obligations to their suppliers, including amounts due and scheduled payment dates, are not impacted by suppliers’ decisions to sell amounts under the arrangements. However, WK Kellogg Co and Kellanova's right to offset balances due from suppliers against payment obligations is restricted by the agreements for those payment obligations that were sold by suppliers. As our suppliers had the ability to participate in these programs during the periods presented, the impact of these programs has been included in these Unaudited Combined Financial Statements. The payment of these obligations by WK Kellogg Co is included in cash used in operating activities in the Unaudited Combined Statement of Cash Flows. As of September 30, 2023 and December 31, 2022, $118 million and $138 million, respectively, of WK Kellogg Co’s outstanding payment obligations were placed in the accounts payable tracking system. Accounting standards adopted in the period |
Accounting Policies
Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Accounting policies | Accounting policies Accounts payable - Supplier Finance Programs WK Kellogg Co establishes competitive market-based terms with our suppliers, regardless of whether they participate in supplier finance programs, which generally range from 0 to 135 days, depending on their respective industry and geography. WK Kellogg Co also participated in Kellanova's program during the year-to-date period ended September 30, 2023. The market-based terms of the Kellanova program range from 0 to 150 days. Both the WK Kellogg Co and Kellanova supplier finance programs include agreements with third parties to provide accounts payable tracking systems which facilitate participating suppliers’ ability to monitor and, if elected, sell payment obligations from WK Kellogg Co or Kellanova to designated third-party financial institutions. Participating suppliers may, at their sole discretion, make offers to sell one or more payment obligations of WK Kellogg Co or Kellanova prior to their scheduled due dates at a discounted price to participating financial institutions. WK Kellogg Co or Kellanova has no economic interest in the sale of these suppliers’ receivables and no direct financial relationship with the financial institutions concerning these services. WK Kellogg Co and Kellanova's obligations to their suppliers, including amounts due and scheduled payment dates, are not impacted by suppliers’ decisions to sell amounts under the arrangements. However, WK Kellogg Co and Kellanova's right to offset balances due from suppliers against payment obligations is restricted by the agreements for those payment obligations that were sold by suppliers. As our suppliers had the ability to participate in these programs during the periods presented, the impact of these programs has been included in these Unaudited Combined Financial Statements. The payment of these obligations by WK Kellogg Co is included in cash used in operating activities in the Unaudited Combined Statement of Cash Flows. As of September 30, 2023 and December 31, 2022, $118 million and $138 million, respectively, of WK Kellogg Co’s outstanding payment obligations were placed in the accounts payable tracking system. Accounting standards adopted in the period |
Sale of accounts receivable
Sale of accounts receivable | 9 Months Ended |
Sep. 30, 2023 | |
Transfers and Servicing of Financial Assets [Abstract] | |
Sale of accounts receivable | Sale of accounts receivable Kellanova has a program in which a discrete group of customers are allowed to extend their payment terms in exchange for the elimination of early payment discounts the “Extended Terms Program”). As WK Kellogg Co receivables were a part of Kellanova’s accounts receivable balance prior to the Distribution Date, the impact of this program was included in the Unaudited Combined Financial Statements. Kellanova has two Receivable Sales Agreements (the "Monetization Programs") described below, which are intended to directly offset the impact the Extended Terms Program would have on the days-sales-outstanding metric that is critical to the effective management of Kellanova’s accounts receivable balance and overall working capital. The Monetization Programs sell, on a revolving basis, certain trade accounts receivable invoices to third party financial institutions. Transfers under these agreements are accounted for as sales of receivables resulting in the receivables being de-recognized from the Unaudited Combined Balance Sheet. The cash proceeds from these transactions are included in cash provided by operating activities in the Unaudited Combined Statement of Cash Flows. The Monetization Programs provide for the continuing sale of certain receivables on a revolving basis until terminated by either party; however the maximum receivables that may be sold by Kellanova at any time is approximately $1.1 billion. Kellanova, and consequently WK Kellogg Co, has no retained interest in the receivables sold, however Kellanova does have collection and administrative responsibilities for the sold receivables. Kellanova, and consequently WK Kellogg Co, has not recorded any servicing assets or liabilities as of September 30, 2023 and December 31, 2022 for these agreements as the fair value of these servicing arrangements as well as the fees earned were not material to the Unaudited Combined Financial Statements. For WK Kellogg Co, accounts receivable sold of $178 million and $256 million remained outstanding under these arrangements as of September 30, 2023 and December 31, 2022, respectively. The proceeds from these sales of receivables are included in cash from operating activities in the Unaudited Combined Statement of Cash Flows. The allocated recorded net loss on sale of receivables, based on the proportion of monetized receivables was $3 million and $11 million for the quarter and year-to-date period ended September 30, 2023, respectively and was $2 million and $3 million for the quarter and year-to-date period ended October 1, 2022, respectively. The recorded loss is included in other income (expense), net. |
Retirement benefits
Retirement benefits | 9 Months Ended |
Sep. 30, 2023 | |
Retirement Benefits [Abstract] | |
Retirement benefits | Retirement benefits Kellanova sponsors a number of U.S. and foreign pension plans as well as other nonpension postretirement and postemployement plans to provide various retirement benefits for its employees. WK Kellogg Co employees participate in these plans sponsored by Kellanova, which include participants of Kellanova’s other businesses. As a result, such plans are accounted for as multiemployer plans in these Unaudited Combined Financial Statements and no asset or liability was recorded by WK Kellogg Co to recognize the funded status of these plans. There are also certain defined benefit pension and nonpension postretirement plans that our employees participate in that are either dedicated to our employees or where the plan assets and liabilities that relate to our employees have legally transferred to WK Kellogg Co during the year-to-date period ended September 30, 2023 or on October 2, 2023, at the time of the Spin-Off. Related to the plans that have historically been dedicated to WK Kellogg Co employees, contributions of $1 million were made during the year-to-date period ended September 30, 2023. During the quarter ended September 30, 2023, in connection with the Spin-Off, certain pension and nonpension postretirement plans (collectively, the "Plans") that were previously sponsored by Kellanova were divided such that the plans became dedicated to our employees and sponsored by WK Kellogg Co. As such, WK Kellogg Co was required to assume certain pension and postretirement assets and liabilities, along with associated deferred costs, in accumulated other comprehensive income (loss). The transfer was effected through a contribution from Kellanova as part of net parent investment. As a result, $130 million was reflected as pension liability at September 30, 2023 and $270 million was recorded to postretirement plan assets at September 30, 2023 related to postretirement benefit plans within the Unaudited Combined Balance Sheet. The impact to accumulated other comprehensive income (loss) was income of $5 million, net of tax expense of $1 million. Kellanova incurred remeasurement gains upon separation of the Plans, of which $32 million was allocated to WK Kellogg Co. The remeasurement recognized by Kellanova was primarily due to the amendment of the Plans to split them in anticipation of the Spin-Off. Remeasurement losses were recognized on the pension plans due to a lower-than-expected return on plan assets and were offset by remeasurement gains on the postretirement plans due to a higher-than-expected return on plan assets. WK Kellogg Co has not made any contributions to these plans to date and does not expect to make any contributions to these plans for the remainder of the current fiscal year. During the quarter ended September 30, 2023, in connection with the Spin-Off, WK Kellogg Co also assumed certain postemployment liabilities related to its employees following a division of the postemployment plan that were previously sponsored by Kellanova to create standalone plans that were sponsored by WK Kellogg Co and dedicated to our employees. As a result, other current liabilities of $1 million and other liabilities of $7 million were recorded at September 30, 2023 within the Unaudited Combined Balance Sheet. The impact to accumulated other comprehensive income (loss) was a loss of $3 million. The transfer was effected through a contribution from Kellanova as part of net parent investment. Costs associated with our postemployment plans were immaterial for the quarter and year-to-date period ended September 30, 2023. The following table summarizes the total expenses recognized by WK Kellogg Co related to pension and nonpension postretirement benefits described above: Quarter ended Year-to-date period ended Type of plan Type of Expense September 30, October 1, September 30, October 1, Pension plans: Direct plan Net periodic benefit cost $ 1 — $ 1 — Shared plans (multiemployer) Cost allocation - COGS 1 3 5 8 Shared plans (multiemployer) Cost allocation - OIE 10 (10) 10 (38) Nonpension postretirement plans: Direct plan Net periodic benefit income (6) — (6) — Shared plans (multiemployer) Cost allocation - COGS 1 2 3 6 Shared plans (multiemployer) Cost allocation - OIE (44) (15) (65) (45) Total pension and nonpension postretirement (income)/expense $ (37) (20) $ (52) (69) Pension The components of net periodic benefit costs for the direct pension plans are: Quarter ended Year-to-date period ended (millions) September 30, October 1, September 30, October 1, Service cost $ 1 $ — $ 1 $ — Interest cost 3 — 3 — Expected return on plan assets (3) — (3) — Amortization of unrecognized prior service cost — — — — Remeasurement (gain)/loss — — — — Total pension (income)/expense $ 1 $ — $ 1 $ — Postretirement The components of net periodic benefit costs for the direct nonpension postretirement expenses are: Quarter ended Year-to-date period ended (millions) September 30, October 1, September 30, October 1, Service cost $ 1 $ — $ 1 $ — Interest cost 4 — 4 — Expected return on plan assets (10) — (10) — Amortization of unrecognized prior service cost (1) — (1) — Remeasurement (gain)/loss — — — — Total postretirement (income)/expense $ (6) $ — $ (6) $ — |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt On September 12, 2023, in connection with the Spin-Off, WK Kellogg Co entered into a Credit Agreement (the “Credit Agreement”), consisting of a $500 million term loan (the "Term Loan"), $250 million delayed draw term loan, and $350 million equivalent multicurrency revolving credit facility (collectively, the “Credit Facility”). The Credit Facility has an initial term of five years and matures on September 12, 2028. Interest on the loans under the Credit Agreement are calculated by reference to the Secured Overnight Financing Rate (“SOFR”) or an alternative base rate, plus an interest rate margin equal to in the case of SOFR loans, 1.75%, and in the case of alternate base rate loans, 0.75%, each with related step-ups and step-downs based on WK Kellogg Co’s consolidated net leverage ratio as defined in the Credit Agreement. Interest expense for the quarter and year-to-date period ended September 30, 2023 was immaterial. Under the Credit Facility, WK Kellogg Co has the right at any time, subject to customary conditions, to request incremental term loans or an increase to the revolving credit facility in an aggregate principal amount of up to the greater of $250 million and 100% of Consolidated EBITDA, as defined in the Credit Agreement, for the preceding four fiscal quarters of WK Kellogg Co. Any such addition of or increase in loans will be subject to certain customary conditions precedent and other provisions. The Credit Facility also contains customary mandatory prepayments, including with respect to asset sale proceeds and proceeds from certain occurrences of indebtedness. WK Kellogg Co may voluntarily repay outstanding loans under the Credit Facility at any time without premium or penalty. The Term Loan amortizes in equal quarterly installments in an aggregate annual amount equal to (i) 2.50% in year one, (ii) 5.00% in years two and three, (iii) 7.50% in year four and (iv) 10.00% in year five, of the original principal amount thereon, with the balance being payable on the date that is five years after the closing of the Credit Facility. Our obligations under the Credit Facility (collectively, “Credit Facility Obligations”) are guaranteed (the “Credit Facility Guarantees”) by our existing and future direct and indirect subsidiaries of WK Kellogg Co (in such capacity, the “Credit Facility Guarantors”). The Credit Facility Obligations are expected to be secured by first priority liens on substantially all assets, subject to customary exceptions, of WK Kellogg Co and the Credit Facility Guarantors. The Credit Facility Guarantees and security interest of a Credit Facility Guarantor may be released where such Credit Facility Guarantor ceases to be a consolidated subsidiary of us pursuant to a transaction permitted under the Credit Facility. The Credit Facility contains various covenants, including, for example, those that restrict our ability and the ability of our consolidated subsidiaries to incur certain types of indebtedness or to grant certain liens on their respective property or assets. The Company was in compliance with all financial covenants contained in these agreements as of September 30, 2023. WK Kellogg Co incurred $7 million of debt issuance costs, of which $5 million is related to the term loan and is reflected as a reduction in long-term debt and current maturities of long-term debt, and $2 million is related to the revolving credit facility and is reflected in other assets and other current assets. Amortization of debt issuance costs was immaterial for the quarter and year-to-date period ended September 30, 2023. As of September 30, 2023, WK Kellogg Co borrowings under the Credit Facility were $664 million, comprised of a $500 million term loan, of which $9 million was recognized as the current portion and $164 million under the revolving credit facility was recognized as notes payable. The amounts borrowed under the revolving credit facility were repaid in October of 2023 using cash on hand. On September 29, 2023, WK Kellogg Co distributed $663 million of the proceeds to Kellanova in connection with the Spin-Off which was completed on October 2, 2023. As of September 30, 2023, there was an additional $436 million available for use under the Credit Facility. |
Income taxes
Income taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes WK Kellogg Co’s operations have historically been included in the consolidated U.S. federal, certain state and local tax returns filed by Kellanova. We also file certain separate U.S. state and local and foreign income tax returns. WK Kellogg Co has calculated its provision for income taxes using a separate return method as if the Company was a separate group of companies under common ownership. Under this method, WK Kellogg Co is assumed to file hypothetical separate returns with the tax authorities, thereby reporting its taxable income or loss and paying the applicable tax to or receiving the appropriate refund from Kellanova. Current income tax liabilities are assumed to be immediately settled with Kellanova against net parent investment. WK Kellogg Co reports deferred taxes on its temporary differences and on any carryforwards that it could claim on its hypothetical returns. Cash tax payments, current and deferred tax balances and unremitted foreign earnings may not be reflective of WK Kellogg Co’s actual tax balances prior to or subsequent to the distribution. WK Kellogg Co’s combined effective tax rate for the quarter and year-to-date period ended September 30, 2023 was 23.9% and 23.7%, respectively. The combined effective tax rate for the quarter and year-to-date periods ended October 1, 2022 was 21.8% and 21.9%, respectively. The increase in effective tax rate is primarily attributable to increased non-deductible transaction costs. Further, the effective tax rate for the quarters and year-to date periods ended September 30, 2023 and October 1, 2022 was impacted by state and local income taxes and the differential of WK Kellogg Co’s foreign statutory tax rates from the U.S. federal statutory tax rate. The increase in deferred taxes as of September 30, 2023, primarily reflects the impact from the transfer of assets and liabilities from Kellanova to WK Kellogg Co in contemplation of the Spin-Off, most notably those related to certain pension and nonpension postretirement plans that were divided during the quarter ended September 30, 2023, as discussed in Note 4. The amount of unrecognized tax benefits for the quarter and year to-date periods ended September 30, 2023 and October 1, 2022 that, if recognized, would affect the effective tax rate, was not material. During the quarters and year-to-date periods ended September 30, 2023 and October 1, 2022, the Company recognized an immaterial amount of tax related interest on unrecognized tax benefits. Management estimates the reasonably possible changes to unrecognized tax benefits during the next twelve months to be immaterial and is currently unaware of any issues under review that could result in significant additional payments, accruals, or other material deviation in this estimate. However, WK Kellogg Co would not be liable for any incremental taxes payable, interest or penalties, which remain Kellanova’s obligation. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
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. |
Derivative instruments
Derivative instruments | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative instruments | Derivative instruments WK Kellogg Co is exposed to certain market risks such as changes in foreign currency exchange rates, and commodity prices, which exist as a part of its ongoing business operations. Kellanova uses derivative and nonderivative financial and commodity instruments, including futures, options, and swaps, where appropriate, to manage these risks. Instruments used as hedges must be effective at reducing the risk associated with the exposure being hedged. Since the derivative instruments are entered into and settled by Kellanova for both WK Kellogg Co and Kellanova's other businesses, no asset or liability has been recorded on the Unaudited Combined Balance Sheets. However, an appropriate allocation of the gains/losses and fees associated with entering into derivative instruments has been included in WK Kellogg Co’s Unaudited Combined Statement of Operations for each of the periods presented. The effect of derivative instruments on WK Kellogg Co’s Unaudited Combined Statement of Operations for the year-to-date periods ended September 30, 2023 and October 1, 2022 were as follows: Gain (loss) recognized in COGS Gain (loss) recognized in other income (expense), net (millions) September 30, October 1, September 30, October 1, Commodity Contracts $ (12) $ 15 $ — $ — Foreign Currency derivatives (2) 12 — — The effect of derivative instruments on WK Kellogg Co’s Unaudited Combined Statement of Operations for the quarters ended September 30, 2023 and October 1, 2022 was as follows: Gain (loss) recognized in COGS Gain (loss) recognized in other income (expense), net (millions) September 30, October 1, September 30, October 1, Commodity Contracts $ 1 $ — $ — $ — Foreign Currency derivatives (3) 9 — (1) |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies In 2021, there was a fire at one of WK Kellogg Co’s manufacturing facilities, the damages of which have been recovered via insurance policies maintained by Kellanova. For the year-to-date period ended September 30, 2023, WK Kellogg Co recognized insurance recoveries of $4 million in other income (expense), net related to recoveries for property damage. Accordingly, this amount has been reflected within net cash (used in) investing activities in the Unaudited Combined Statement of Cash Flows for the year-to-date period ended September 30, 2023. Additionally, for t he year-to-date period ended September 30, 2023, WK Kellogg Co recognized insurance recoveries of $16 million in COGS to offset the incremental costs incurred due to the fire. The proceeds from these recoveries were related to business interruption claims and have been reflected in net cash provided by operating activities in the Unaudited Combined Statement of Cash Flows for the year-to-date period ended September 30, 2023 . For the quarter and year-to-date periods ended October 1, 2022, WK Kellogg Co recognized insurance recoveries of $4 million and $16 million, respectively, in COGS to offset the incremental costs incurred due to the fire. The proceeds from the recoveries were related to business interruption claims and have been reflected in net cash provided by operating activities in the Unaudited Combined Statement of Cash Flows for the year-to-date period ended October 1, 2022. |
Supplemental financial statemen
Supplemental financial statement data | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental financial statement data | Supplemental financial statement data Combined Balance Sheet (Unaudited) (millions) September 30, 2023 December 31, 2022 Trade receivables $ 296 $ 212 Due from related parties 8 1 Allowance for expected credit losses — — Sales and use taxes 11 5 Other receivables 14 11 Accounts receivable, net $ 329 $ 229 Raw materials 31 43 Spare parts 50 48 Supplies 15 22 Materials in process 18 20 Finished goods 212 298 Inventories, net $ 326 $ 431 Prepaid advertising and promotion 9 4 Prepaid cloud assets - current portion 1 — Other prepaid expenses 10 6 Other Current Assets $ 20 $ 10 Land 14 10 Buildings 672 594 Machinery and equipment 1,805 1,763 Vehicles 2 2 Office furniture and fixtures 52 19 Leasehold improvements 4 — Construction in progress 157 125 Accumulated Depreciation (1,985) (1,868) Property, net 721 645 Right of use asset 5 7 Prepaid cloud assets 14 — Other noncurrent assets 7 4 Other Assets $ 26 $ 11 Accrued distribution and plant related costs 14 12 Lease liability - current 1 3 Active healthcare accrual 10 — Corporate accruals 22 6 Other accrued liability 28 26 Other current liabilities $ 75 $ 47 Postemployment plan liabilities 7 — Lease liability - noncurrent 4 5 Other Liabilities $ 11 $ 5 |
Subsequent events
Subsequent events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent events On October 2, 2023, the Spin-Off was completed through Kellanova’s distribution of all of the outstanding shares of WK Kellogg Co common stock to holders of Kellanova common stock as of close of business on the record date of September 21, 2023. In connection with the Spin-Off, WK Kellogg Co entered into several agreements with Kellanova that govern the relationship of the parties following the Spin-Off. See Note 1 for further information. On October 4, 2023, WK Kellogg Co entered into a factoring agreement with an unaffiliated financial institution specifically designed to factor trade receivables with certain customers that have extended terms. See Note 3 for further information. In October of 2023, $164 million borrowed under the revolving credit facility was repaid using cash on hand. In November of 2023 the Board of Directors declared a dividend of $0.16 per common share, payable on December 15, 2023 to shareholders of record at the close of business on December 1, 2023. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Pay vs Performance Disclosure | ||||
Net income (loss) | $ 42 | $ 23 | $ 95 | $ 127 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies (Policies)
Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation These Unaudited Combined Financial Statements were prepared on a standalone basis derived from the consolidated financial statements and accounting records of Kellanova. These statements reflect the combined historical results of operations, financial position and cash flows of WK Kellogg Co prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The unaudited interim financial information included therein reflects all adjustments, all of which are of a normal and recurring nature, that management believes are necessary for a fair statement of the results of operations, comprehensive income (loss), financial position, equity and cash flows for the periods presented. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with our Combined Financial Statements and accompanying notes included in the Information Statement filed as Exhibit 99.1 to Amendment No. 4 to our Registration Statement on Form 10, as amended, filed with the Securities and Exchange Commission on September 11, 2023 (“Form 10”). The Unaudited Combined Balance Sheet at December 31, 2022 was derived from annual audited financial statements, but does not include all disclosures required by GAAP. The results of operations for the quarter and year-to-date period ended September 30, 2023 are not necessarily indicative of the results to be expected for other interim periods or the full year. These Unaudited Combined Financial Statements are presented as if WK Kellogg Co had been carved out of Kellanova and had been combined for all periods presented. The Unaudited Combined Financial Statements include the attribution of certain assets and liabilities that have been held at Kellanova but which are specifically identifiable or attributable to the Cereal Business. The assets and liabilities in the carve-out financial statements have been presented on a historical cost basis. All significant intercompany transactions within WK Kellogg Co have been eliminated. All transactions between WK Kellogg Co and Kellanova are considered to be effectively settled in the Unaudited Combined Financial Statements at the time the transaction is recorded, other than transactions stemming from commercial operations described in Note 7. 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. These Unaudited Combined Financial Statements include expense allocations for: (1) co-manufacturing, product warehousing and distribution; (2) a combined sales force and management; (3) certain support functions that are provided on a centralized basis within Kellanova, including, but not limited to executive oversight, treasury, finance, internal audit, legal, information technology, human resources, communications, facilities, and compliance; and (4) employee benefits and compensation, including stock based compensation. These expenses have been allocated to WK Kellogg Co on the basis of direct usage where identifiable, with the remainder allocated on a basis of gross sales value, production pounds, headcount or other applicable measures. For an additional discussion and quantification of expense allocations, see Note 7. Management believes the assumptions underlying these Unaudited Combined Financial Statements, including the assumptions regarding allocated expenses, reasonably reflect the utilization of services provided to or the benefit received by WK Kellogg Co during the periods presented. Nevertheless, the Unaudited Combined Financial Statements may not reflect the results of operations, financial position and cash flows had WK Kellogg Co been a standalone company 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 the chosen organization 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. Debt obligations and related financing costs of Kellanova have not been included in the Unaudited Combined Financial Statements of WK Kellogg Co, because WK Kellogg Co is not a party to the obligations between Kellanova and the debt holders. The debt obligations and related financing costs of WK Kellogg Co have been described in Note 5. The income tax provision in the Unaudited Combined Statement of Operations has been calculated as if WK Kellogg Co was operating on a standalone basis and filed separate tax returns in the jurisdiction in which it operates. Therefore, cash tax payments and items of current and deferred taxes may not be reflective of WK Kellogg Co’s actual tax balances prior to or subsequent to the Spin-Off. Kellanova maintains various benefit and combined stock-based compensation plans at a corporate level and other benefit plans at a country level. Our employees participate in such programs and the portion of the cost of those plans related to our employees is included in our Unaudited Combined Financial Statements. However, the Unaudited Combined Balance Sheets do not include any equity issued related to stock-based compensation plans or any net benefit plan obligations unless the benefit plan covers only our dedicated employees or where the entire legal obligation associated with the benefit plan will transfer to WK Kellogg Co. Further, where WK Kellogg Co employees participate in defined benefit plans sponsored by Kellanova that include participants of Kellanova’s other businesses, such plans are accounted for as multiemployer plans in these Unaudited Combined Financial Statements. During the quarter ended September 30, 2023, in connection with the Spin-Off, certain pension and nonpension postretirement plans that were previously sponsored by Kellanova were divided such that the plans became dedicated to our employees and sponsored by WK Kellogg Co. See Note 4 for further details on the assumption of pension and postretirement assets and liabilities and related costs. The equity balance in these Unaudited Combined Financial Statements represents the excess of total assets over total liabilities, including intercompany balances between us and Kellanova (net parent investment) and accumulated other comprehensive loss. Net parent investment is primarily impacted by distributions to Kellanova |
Accounts payable - Supplier Finance Programs | Accounts payable - Supplier Finance Programs WK Kellogg Co establishes competitive market-based terms with our suppliers, regardless of whether they participate in supplier finance programs, which generally range from 0 to 135 days, depending on their respective industry and geography. WK Kellogg Co also participated in Kellanova's program during the year-to-date period ended September 30, 2023. The market-based terms of the Kellanova program range from 0 to 150 days. |
Accounting standards adopted in the period | Accounting standards adopted in the periodSupplier Finance Programs: Disclosure of Supplier Finance Program Obligations. In September 2022, the Financial Accounting Standards Board issued an Accounting Standards Update ("ASU") to improve the disclosures of supplier finance programs. Specifically, the ASU requires disclosure of key terms of the supplier finance programs and a rollforward of the related obligations. The amendments in this ASU do not affect the recognition, measurement, or financial statement presentation of obligations covered by supplier finance programs. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2022, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. WK Kellogg Co adopted the ASU in the first quarter of 2023. |
Retirement Benefits (Tables)
Retirement Benefits (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Retirement Benefits [Abstract] | |
Components of Plan Benefit Expense | The following table summarizes the total expenses recognized by WK Kellogg Co related to pension and nonpension postretirement benefits described above: Quarter ended Year-to-date period ended Type of plan Type of Expense September 30, October 1, September 30, October 1, Pension plans: Direct plan Net periodic benefit cost $ 1 — $ 1 — Shared plans (multiemployer) Cost allocation - COGS 1 3 5 8 Shared plans (multiemployer) Cost allocation - OIE 10 (10) 10 (38) Nonpension postretirement plans: Direct plan Net periodic benefit income (6) — (6) — Shared plans (multiemployer) Cost allocation - COGS 1 2 3 6 Shared plans (multiemployer) Cost allocation - OIE (44) (15) (65) (45) Total pension and nonpension postretirement (income)/expense $ (37) (20) $ (52) (69) |
Schedule of Net Benefit Costs | Pension The components of net periodic benefit costs for the direct pension plans are: Quarter ended Year-to-date period ended (millions) September 30, October 1, September 30, October 1, Service cost $ 1 $ — $ 1 $ — Interest cost 3 — 3 — Expected return on plan assets (3) — (3) — Amortization of unrecognized prior service cost — — — — Remeasurement (gain)/loss — — — — Total pension (income)/expense $ 1 $ — $ 1 $ — Postretirement The components of net periodic benefit costs for the direct nonpension postretirement expenses are: Quarter ended Year-to-date period ended (millions) September 30, October 1, September 30, October 1, Service cost $ 1 $ — $ 1 $ — Interest cost 4 — 4 — Expected return on plan assets (10) — (10) — Amortization of unrecognized prior service cost (1) — (1) — Remeasurement (gain)/loss — — — — Total postretirement (income)/expense $ (6) $ — $ (6) $ — |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | 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) 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 |
Derivative instruments (Tables)
Derivative instruments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of the Effect of Derivative Instruments on the Consolidated Statements of Income and Comprehensive Income | The effect of derivative instruments on WK Kellogg Co’s Unaudited Combined Statement of Operations for the year-to-date periods ended September 30, 2023 and October 1, 2022 were as follows: Gain (loss) recognized in COGS Gain (loss) recognized in other income (expense), net (millions) September 30, October 1, September 30, October 1, Commodity Contracts $ (12) $ 15 $ — $ — Foreign Currency derivatives (2) 12 — — The effect of derivative instruments on WK Kellogg Co’s Unaudited Combined Statement of Operations for the quarters ended September 30, 2023 and October 1, 2022 was as follows: Gain (loss) recognized in COGS Gain (loss) recognized in other income (expense), net (millions) September 30, October 1, September 30, October 1, Commodity Contracts $ 1 $ — $ — $ — Foreign Currency derivatives (3) 9 — (1) |
Supplemental financial statem_2
Supplemental financial statement data (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Financial Data Consolidated Balance Sheet | (millions) September 30, 2023 December 31, 2022 Trade receivables $ 296 $ 212 Due from related parties 8 1 Allowance for expected credit losses — — Sales and use taxes 11 5 Other receivables 14 11 Accounts receivable, net $ 329 $ 229 Raw materials 31 43 Spare parts 50 48 Supplies 15 22 Materials in process 18 20 Finished goods 212 298 Inventories, net $ 326 $ 431 Prepaid advertising and promotion 9 4 Prepaid cloud assets - current portion 1 — Other prepaid expenses 10 6 Other Current Assets $ 20 $ 10 Land 14 10 Buildings 672 594 Machinery and equipment 1,805 1,763 Vehicles 2 2 Office furniture and fixtures 52 19 Leasehold improvements 4 — Construction in progress 157 125 Accumulated Depreciation (1,985) (1,868) Property, net 721 645 Right of use asset 5 7 Prepaid cloud assets 14 — Other noncurrent assets 7 4 Other Assets $ 26 $ 11 Accrued distribution and plant related costs 14 12 Lease liability - current 1 3 Active healthcare accrual 10 — Corporate accruals 22 6 Other accrued liability 28 26 Other current liabilities $ 75 $ 47 Postemployment plan liabilities 7 — Lease liability - noncurrent 4 5 Other Liabilities $ 11 $ 5 |
Description of the Company an_2
Description of the Company and Basis of Presentation (Details) $ in Millions | 9 Months Ended | |||
Sep. 29, 2023 USD ($) | Sep. 30, 2023 USD ($) segment | Oct. 01, 2022 USD ($) | Oct. 02, 2023 | |
Class of Stock [Line Items] | ||||
Payments of dividends | $ 663 | $ 0 | ||
Number of operating segments | segment | 1 | |||
Number of reportable segments | segment | 1 | |||
Related Party | ||||
Class of Stock [Line Items] | ||||
Payments of dividends | $ 663 | |||
Kellanova | Related Party | ||||
Class of Stock [Line Items] | ||||
Payments of dividends | $ 663 | |||
Subsequent Event | ||||
Class of Stock [Line Items] | ||||
Spinoff ratio | 0.25 |
Accounting Policies (Details)
Accounting Policies (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Supplier Finance Program [Line Items] | ||
Obligations placed in accounts payable tracking system | $ 118 | $ 138 |
Minimum | ||
Supplier Finance Program [Line Items] | ||
Supplier finance program general payment timing, period | 0 days | |
Minimum | Related Party | ||
Supplier Finance Program [Line Items] | ||
Supplier finance program general payment timing, period | 0 days | |
Maximum | ||
Supplier Finance Program [Line Items] | ||
Supplier finance program general payment timing, period | 135 days | |
Maximum | Related Party | ||
Supplier Finance Program [Line Items] | ||
Supplier finance program general payment timing, period | 150 days |
Sale of accounts receivable (De
Sale of accounts receivable (Details) - Monetization Program - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | Dec. 31, 2022 | |
Transfer of Financial Assets Accounted for as Sales [Line Items] | |||||
Transfers of accounts receivable agreements | $ 250 | $ 250 | |||
Other income (expense) | |||||
Transfer of Financial Assets Accounted for as Sales [Line Items] | |||||
Gain (loss) on sale of accounts receivable | 3 | $ 2 | 11 | $ 3 | |
Maximum | |||||
Transfer of Financial Assets Accounted for as Sales [Line Items] | |||||
Transfers of accounts receivable agreements | 1,100 | 1,100 | |||
Sold And Outstanding | |||||
Transfer of Financial Assets Accounted for as Sales [Line Items] | |||||
Transfer of financial assets accounted for as sales, amount derecognized | $ 178 | $ 178 | $ 256 |
Retirement benefits - Additiona
Retirement benefits - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Oct. 01, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Employer contributions to employee benefit plans | $ 1 | ||
Postretirement plan assets | $ 270 | 270 | $ 0 |
The Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension liability | 130 | 130 | |
Postretirement plan assets | 270 | 270 | |
Accumulated other comprehensive (income) loss, after tax | 5 | 5 | |
Accumulated other comprehensive (income) loss, tax | 1 | ||
Assumed Postemployment Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension liability | 7 | 7 | |
Accumulated other comprehensive (income) loss, after tax | 3 | 3 | |
Liability, Defined Benefit Plan, Current | 1 | $ 1 | |
Related Party | The Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Other cost (credit) | $ 32 |
Retirement benefits - Component
Retirement benefits - Components of Plan Benefit Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Total pension and nonpension postretirement (income)/expense | $ (37,000) | $ (20,000) | $ (52,000) | $ (69,000) |
Pension plans: | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Net periodic benefit cost | 1,000 | 0 | 1,000 | 0 |
Pension plans: | Cost allocation - COGS | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Multiemployer plan, employer contribution, cost | 1,000 | 3,000 | 5,000 | 8,000 |
Pension plans: | Cost allocation - OIE | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Multiemployer plan, employer contribution, cost | 10,000 | (10,000) | 10,000 | (38,000) |
Nonpension postretirement plans: | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Net periodic benefit cost | (6,000) | 0 | (6,000) | 0 |
Nonpension postretirement plans: | Cost allocation - COGS | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Multiemployer plan, employer contribution, cost | 1,000 | 2,000 | 3,000 | 6,000 |
Nonpension postretirement plans: | Cost allocation - OIE | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Multiemployer plan, employer contribution, cost | $ (44,000) | $ (15,000) | $ (65,000) | $ (45,000) |
Retirement benefits - Contribut
Retirement benefits - Contributions to Employee Benefit Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Pension plans: | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 1,000 | $ 0 | $ 1,000 | $ 0 |
Interest cost | 3,000 | 0 | 3,000 | 0 |
Expected return on plan assets | (3,000) | 0 | (3,000) | 0 |
Amortization of unrecognized prior service cost | 0 | 0 | 0 | 0 |
Remeasurement (gain)/loss | 0 | 0 | 0 | 0 |
Net periodic benefit cost | 1,000 | 0 | 1,000 | 0 |
Nonpension postretirement plans: | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 1,000 | 0 | 1,000 | 0 |
Interest cost | 4,000 | 0 | 4,000 | 0 |
Expected return on plan assets | (10,000) | 0 | (10,000) | 0 |
Amortization of unrecognized prior service cost | (1,000) | 0 | (1,000) | 0 |
Remeasurement (gain)/loss | 0 | 0 | 0 | 0 |
Net periodic benefit cost | $ (6,000) | $ 0 | $ (6,000) | $ 0 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | 9 Months Ended | ||||
Sep. 29, 2023 | Sep. 12, 2023 | Sep. 30, 2023 | Oct. 01, 2022 | Dec. 31, 2022 | |
Line of Credit Facility [Line Items] | |||||
Current maturities of long-term debt | $ 8,000 | $ 0 | |||
Notes payable | 164,000 | $ 0 | |||
Payments of dividends | $ 663,000 | $ 0 | |||
Credit Facility | Secured Overnight Financing Rate | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, basis spread on variable rate | 1.75% | ||||
Credit Facility | Alternate Base Rate | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, basis spread on variable rate | 0.75% | ||||
Credit Facility | Line of Credit | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, term | 5 years | ||||
Line of credit facility, accordion feature, increase limit | $ 250,000 | ||||
Line of credit facility, accordion feature, consolidated EBITDA increase limit | 100% | ||||
Debt issuance costs, net | $ 7,000 | ||||
Debt outstanding | $ 664,000 | ||||
Payments of dividends | $ 663,000 | ||||
Remaining borrowing capacity | 436,000 | ||||
Credit Facility | Line of Credit | Term Loan | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, face amount | 500,000 | ||||
Debt issuance costs, net | $ 5,000 | ||||
Long-term debt total, carrying value | 500,000 | ||||
Current maturities of long-term debt | 9,000 | ||||
Credit Facility | Line of Credit | Term Loan | Debt Instrument, Amortization, Period One | |||||
Line of Credit Facility [Line Items] | |||||
Amortization rate | 2.50% | ||||
Credit Facility | Line of Credit | Term Loan | Debt Instrument, Amortization, Period Two | |||||
Line of Credit Facility [Line Items] | |||||
Amortization rate | 5% | ||||
Credit Facility | Line of Credit | Term Loan | Debt Instrument, Amortization, Year Four | |||||
Line of Credit Facility [Line Items] | |||||
Amortization rate | 7.50% | ||||
Credit Facility | Line of Credit | Term Loan | Debt Instrument, Amortization, Year Five | |||||
Line of Credit Facility [Line Items] | |||||
Amortization rate | 10% | ||||
Credit Facility | Line of Credit | Delayed Draw Term Loan | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, face amount | $ 250,000 | ||||
Credit Facility | Line of Credit | Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | 350,000 | ||||
Debt issuance costs, net | $ 2,000 | ||||
Notes payable | $ 164,000 |
Income taxes (Details)
Income taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 23.90% | 21.80% | 23.70% | 21.90% |
Related Party Transactions - Co
Related Party Transactions - Components of Net Parent Investment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Related Party Transaction [Line Items] | ||||
All other net transfer (to)/from parent | $ (25) | $ (15) | ||
Contribution of certain assets and liabilities to WK Kellogg Co by parent | 143 | 0 | ||
Net transfers from/(to) Kellanova as reflected in the Unaudited Combined Statement of Changes in Equity | $ (168) | $ 17 | (74) | 82 |
Related Party | ||||
Related Party Transaction [Line Items] | ||||
All other net transfer (to)/from parent | (25) | (15) | ||
Net Parent Investment, Share-Based Compensation Expense | 3 | 2 | ||
Postretirement plan assets | (47) | (69) | ||
Contribution of certain assets and liabilities to WK Kellogg Co by parent | 143 | 0 | ||
Net transfers from/(to) Kellanova as reflected in the Unaudited Combined Statement of Changes in Equity | $ 74 | $ (82) |
Related Party Transactions - Al
Related Party Transactions - Allocation of Expenses (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Related Party Transaction [Line Items] | ||||
Cost of goods sold | $ 496 | $ 531 | $ 1,544 | $ 1,553 |
Selling, general and administrative expense | 179 | 167 | 497 | 382 |
Other (income) expense, net | (38) | (22) | (53) | (79) |
Related Party | ||||
Related Party Transaction [Line Items] | ||||
Cost of goods sold | 39 | 42 | 128 | 120 |
Selling, general and administrative expense | 59 | 82 | 233 | 220 |
Other (income) expense, net | (32) | (23) | (43) | (80) |
Total | $ 66 | $ 101 | $ 318 | $ 260 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 29, 2023 | Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||||
Payments of dividends | $ 663 | $ 0 | ||||
Total pension and nonpension postretirement (income)/expense | $ (37) | $ (20) | (52) | (69) | ||
Accounts receivable, net | 329 | 329 | $ 229 | |||
Accounts payable | 474 | 474 | 473 | |||
Cost of goods sold | 496 | 531 | 1,544 | 1,553 | ||
Selling, general and administrative expense | 179 | 167 | 497 | 382 | ||
Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Payments of dividends | $ 663 | |||||
Pre-tax compensation expense | 3 | 4 | 11 | 10 | ||
Total pension and nonpension postretirement (income)/expense | 32 | 20 | 47 | 69 | ||
Cash | 64 | 64 | ||||
Sales to related party | 9 | 9 | 27 | 24 | ||
Accounts receivable, net | 4 | 4 | 1 | |||
Purchases from related party | 23 | 19 | 60 | 59 | ||
Accounts payable | 19 | 19 | $ 11 | |||
Royalty expense | 3 | 3 | 10 | 10 | ||
Cost of goods sold | 39 | 42 | 128 | 120 | ||
Selling, general and administrative expense | 59 | 82 | 233 | 220 | ||
Related Party | Pro Forma | ||||||
Related Party Transaction [Line Items] | ||||||
Accounts receivable, net | 4 | 4 | ||||
Accounts payable | 12 | 12 | ||||
Operating expenses | 28 | 9 | 89 | 10 | ||
Cost of goods sold | 2 | 1 | 19 | 1 | ||
Selling, general and administrative expense | $ 26 | $ 8 | $ 70 | $ 9 |
Derivative instruments - Schedu
Derivative instruments - Schedule of Total Notional Amounts of Derivative Instruments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Commodity Contracts | Cost allocation - COGS | ||||
Derivatives, Fair Value [Line Items] | ||||
Gain (loss) recognized in income | $ 1 | $ 0 | $ (12) | $ 15 |
Commodity Contracts | Cost allocation - OIE | ||||
Derivatives, Fair Value [Line Items] | ||||
Gain (loss) recognized in income | 0 | 0 | 0 | 0 |
Foreign Currency derivatives | Cost allocation - COGS | ||||
Derivatives, Fair Value [Line Items] | ||||
Gain (loss) recognized in income | (3) | 9 | (2) | 12 |
Foreign Currency derivatives | Cost allocation - OIE | ||||
Derivatives, Fair Value [Line Items] | ||||
Gain (loss) recognized in income | $ 0 | $ (1) | $ 0 | $ 0 |
Contingencies (Details)
Contingencies (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Property damage recoveries from insurance proceeds | $ 4 | $ 0 | |
Insurance recoveries | $ 4 | $ 16 | $ 16 |
Supplemental financial statem_3
Supplemental financial statement data (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | Dec. 31, 2022 | |
Condensed Financial Statements, Captions [Line Items] | |||||
Allowance for expected credit losses | $ 0 | $ 0 | $ 0 | ||
Sales and use taxes | 11 | 11 | 5 | ||
Other receivables | 14 | 14 | 11 | ||
Accounts receivable, net | 329 | 329 | 229 | ||
Raw materials | 31 | 31 | 43 | ||
Spare parts | 50 | 50 | 48 | ||
Supplies | 15 | 15 | 22 | ||
Materials in process | 18 | 18 | 20 | ||
Finished goods | 212 | 212 | 298 | ||
Inventories, net | 326 | 326 | 431 | ||
Prepaid advertising and promotion | 9 | 9 | 4 | ||
Prepaid cloud assets - current portion | 1 | 1 | 0 | ||
Other prepaid expenses | 10 | 10 | 6 | ||
Other current assets | 20 | 20 | 10 | ||
Land | 14 | 14 | 10 | ||
Buildings | 672 | 672 | 594 | ||
Machinery and equipment | 1,805 | 1,805 | 1,763 | ||
Vehicles | 2 | 2 | 2 | ||
Office furniture and fixtures | 52 | 52 | 19 | ||
Leasehold improvements | 4 | 4 | 0 | ||
Construction in progress | 157 | 157 | 125 | ||
Accumulated Depreciation | (1,985) | (1,985) | (1,868) | ||
Property, net | 721 | 721 | 645 | ||
Right of use asset | 5 | 5 | 7 | ||
Prepaid cloud assets | 14 | 14 | 0 | ||
Other noncurrent assets | 7 | 7 | 4 | ||
Other Assets | 26 | 26 | 11 | ||
Accrued distribution and plant related costs | 14 | 14 | 12 | ||
Lease liability - current | 1 | 1 | 3 | ||
Active healthcare accrual | 10 | 10 | 0 | ||
Corporate accruals | 22 | 22 | 6 | ||
Other accrued liability | 28 | 28 | 26 | ||
Postemployment plan liabilities | 7 | 7 | 0 | ||
Lease liability - noncurrent | 4 | 4 | 5 | ||
Other liabilities | $ 11 | $ 11 | 5 | ||
Effective income tax rate | 23.90% | 21.80% | 23.70% | 21.90% | |
Nonrelated Party | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Trade receivables | $ 296 | $ 296 | 212 | ||
Other current liabilities | 75 | 75 | 47 | ||
Related Party | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Trade receivables | 8 | 8 | 1 | ||
Other current liabilities | $ 30 | $ 30 | $ 11 |
Subsequent events (Details)
Subsequent events (Details) - Subsequent Event - USD ($) $ / shares in Units, $ in Millions | 2 Months Ended | |
Nov. 08, 2023 | Nov. 30, 2023 | |
Subsequent Event [Line Items] | ||
Dividends declared - per share | $ 0.16 | |
Revolving Credit Facility | Credit Agreement | Line of Credit | ||
Subsequent Event [Line Items] | ||
Repayments of lines of credit | $ 164 |