10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 26, 2020

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                     

Commission file number 1-4171

KELLOGG COMPANY

State of Incorporation— Delaware IRS Employer Identification No. 38-0710690

One Kellogg Square, P.O. Box 3599, Battle Creek, MI 49016-3599

Registrant’s telephone number: 269-961-2000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $.25 par value per share	K	New York Stock Exchange
1.750% Senior Notes due 2021	K 21	New York Stock Exchange
0.800% Senior Notes due 2022	K 22A	New York Stock Exchange
1.000% Senior Notes due 2024	K 24	New York Stock Exchange
1.250% Senior Notes due 2025	K 25	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ☐    No  ☒

Common Stock outstanding as of September 26, 2020 — 343,712,976 shares

KELLOGG COMPANY

INDEX

	Page
PART I — Financial Information
Item 1:
Financial Statements
Consolidated Balance Sheet — September 26, 2020 and December 28, 2019	3
Consolidated Statement of Income — quarter and year-to-date periods ended September 26, 2020 and September 28, 2019	4
Consolidated Statement of Comprehensive Income – quarter and year-to-date periods ended September 26, 2020 and September 28, 2019	5
Consolidated Statement of Equity — quarter and year-to-date period ended September 26, 2020	6
Consolidated Statement of Equity — quarter and year-to-date period ended September 28, 2019	6
Consolidated Statement of Cash Flows — year-to-date periods ended September 26, 2020 and September 28, 2019	8
Notes to Consolidated Financial Statements	9
Item 2:
Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3:
Quantitative and Qualitative Disclosures about Market Risk	50
Item 4:
Controls and Procedures	51
PART II — Other Information
Item 1A:
Risk Factors	51
Item 2:
Unregistered Sales of Equity Securities and Use of Proceeds	52
Item 6:
Exhibits	53
Signatures	54
Exhibit Index	55

Part I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Kellogg Company and Subsidiaries

CONSOLIDATED BALANCE SHEET

(millions, except per share data)

	September 26, 2020 (unaudited)		December 28, 2019
Current assets
Cash and cash equivalents	$	1,329	$	397
Marketable securities	250		—
Accounts receivable, net	1,626		1,576
Inventories	1,263		1,226
Other current assets	285		232
Total current assets	4,753		3,431
Property, net	3,484		3,612
Operating lease right-of-use assets	657		541
Goodwill	5,780		5,861
Other intangibles, net	2,498		2,576
Investments in unconsolidated entities	398		404
Other assets	1,352		1,139
Total assets	$	18,922	$	17,564
Current liabilities
Current maturities of long-term debt	$	1,417	$	620
Notes payable	116		107
Accounts payable	2,449		2,387
Current operating lease liabilities	120		114
Accrued advertising and promotion	807		641
Other current liabilities	1,125		909
Total current liabilities	6,034		4,778
Long-term debt	7,000		7,195
Operating lease liabilities	523		433
Deferred income taxes	587		596
Pension liability	672		705
Other liabilities	520		543
Commitments and contingencies
Equity
Common stock, $.25 par value	105		105
Capital in excess of par value	948		921
Retained earnings	8,318		7,859
Treasury stock, at cost	(4,570)		(4,690)
Accumulated other comprehensive income (loss)	(1,757)		(1,448)
Total Kellogg Company equity	3,044		2,747
Noncontrolling interests	542		567
Total equity	3,586		3,314
Total liabilities and equity	$	18,922	$	17,564

See accompanying Notes to Consolidated Financial Statements.

3

Kellogg Company and Subsidiaries

CONSOLIDATED STATEMENT OF INCOME

(millions, except per share data)

	Quarter ended				Year-to-date period ended
(unaudited)	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019
Net sales	$	3,429	$	3,372	$	10,306	$	10,355
Cost of goods sold	2,228		2,372		6,764		7,062
Selling, general and administrative expense	790		737		2,166		2,252
Operating profit	411		263		1,376		1,041
Interest expense	63		72		196		221
Other income (expense), net	70		150		151		247
Income before income taxes	418		341		1,331		1,067
Income taxes	65		91		268		237
Earnings (loss) from unconsolidated entities	(1)		(2)		(7)		(5)
Net income	352		248		1,056		825
Net income attributable to noncontrolling interests	4		1		10		10
Net income attributable to Kellogg Company	$	348	$	247	$	1,046	$	815
Per share amounts:
Basic earnings	$	1.02	$	0.73	$	3.05	$	2.39
Diluted earnings	$	1.01	$	0.72	$	3.03	$	2.38
Average shares outstanding:
Basic	343		341		343		341
Diluted	346		342		345		342
Actual shares outstanding at period end					344		341

See accompanying Notes to Consolidated Financial Statements.

4

Kellogg Company and Subsidiaries

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(millions)

	Quarter ended						Year-to-date period ended
	September 26, 2020						September 26, 2020
(unaudited)	Pre-tax amount		Tax (expense) benefit		After-tax amount		Pre-tax amount		Tax (expense) benefit		After-tax amount
Net income					$	352					$	1,056
Other comprehensive income (loss):
Foreign currency translation adjustments:
Foreign currency translation adjustments during period	$	(91)	$	39	(52)		$	(352)	$	29	(323)
Cash flow hedges:
Unrealized gain (loss)	15		(4)		11		(38)		10		(28)
Reclassification to net income	4		(1)		3		11		(3)		8
Postretirement and postemployment benefits:
Reclassification to net income:
Net experience (gain) loss	—		—		—		(2)		1		(1)
Prior service cost	—		—		—		(1)		—		(1)
Available-for-sale securities:
Unrealized gain (loss)	—		—		—		2		—		2
Other comprehensive income (loss)	$	(72)	$	34	$	(38)	$	(380)	$	37	$	(343)
Comprehensive income					$	314					$	713
Net Income attributable to noncontrolling interests					4						10
Other comprehensive income (loss) attributable to noncontrolling interests					2						(34)
Comprehensive income attributable to Kellogg Company					$	308					$	737
	Quarter ended						Year-to-date period ended
	September 28, 2019						September 28, 2019
(unaudited)	Pre-tax amount		Tax (expense) benefit		After-tax amount		Pre-tax amount		Tax (expense) benefit		After-tax amount
Net income					$	248					$	825
Other comprehensive income (loss):
Foreign currency translation adjustments:
Foreign currency translation adjustments during period	$	35	$	(38)	(3)		$	96	$	(47)	49
Cash flow hedges:
Unrealized gain (loss) on cash flow hedges	(12)		4		(8)		(12)		4		(8)
Reclassification to net income	(1)		—		(1)		2		(1)		1
Postretirement and postemployment benefits:
Reclassification to net income:
Net experience (gain) loss	(1)		—		(1)		(3)		1		(2)
Available-for-sale securities:
Unrealized gain (loss)	1		—		1		4		—		4
Reclassification to net income	(4)		—		(4)		(4)		—		(4)
Other comprehensive income (loss)	$	18	$	(34)	$	(16)	$	83	$	(43)	$	40
Comprehensive income					$	232					$	865
Net Income attributable to noncontrolling interests					1						10
Other comprehensive income (loss) attributable to noncontrolling interests					(2)						1
Comprehensive income attributable to Kellogg Company					$	233					$	854

See accompanying Notes to Consolidated Financial Statements.

5

Kellogg Company and Subsidiaries

CONSOLIDATED STATEMENT OF EQUITY

(millions)

	Quarter ended September 26, 2020
	Common stock			Capital in excess of par value		Retained earnings		Treasury stock			Accumulated other comprehensive income (loss)		Total Kellogg Company equity		Non-controlling interests		Total equity
(unaudited)	shares	amount						shares	amount
Balance, June 27, 2020	421	$	105	$	929	$	8,166	78	$	(4,613)	$	(1,717)	$	2,870	$	536	$	3,406
Net income						348							348		4		352
Dividends declared ($0.57 per share)						(196)							(196)				(196)
Other comprehensive income											(40)		(40)		2		(38)
Stock compensation				18									18				18
Stock options exercised and other				1		—		(1)	43				44				44
Balance, September 26, 2020	421	$	105	$	948	$	8,318	77	$	(4,570)	$	(1,757)	$	3,044	$	542	$	3,586

	Year-to-date period ended September 26, 2020
	Common stock			Capital in excess of par value		Retained earnings		Treasury stock			Accumulated other comprehensive income (loss)		Total Kellogg Company equity		Non-controlling interests		Total equity
(unaudited)	shares	amount						shares	amount
Balance, December 28, 2019	421	$	105	$	921	$	7,859	79	$	(4,690)	$	(1,448)	$	2,747	$	567	$	3,314
Net income						1,046							1,046		10		1,056
Dividends declared ($1.71 per share)						(586)							(586)				(586)
Distributions to noncontrolling interest													—		(1)		(1)
Other comprehensive income											(309)		(309)		(34)		(343)
Stock compensation				55									55				55
Stock options exercised and other				(28)		(1)		(2)	120				91				91
Balance, September 26, 2020	421	$	105	$	948	$	8,318	77	$	(4,570)	$	(1,757)	$	3,044	$	542	$	3,586

See accompanying Notes to Consolidated Financial Statements.

6

Kellogg Company and Subsidiaries

CONSOLIDATED STATEMENT OF EQUITY (cont.)

(millions)

	Quarter ended September 28, 2019
	Common stock			Capital in excess of par value		Retained earnings		Treasury stock			Accumulated other comprehensive income (loss)		Total Kellogg Company equity		Non-controlling interests		Total equity
(unaudited)	shares	amount						shares	amount
Balance, June 29, 2019	421	$	105	$	895	$	7,858	80	$	(4,739)	$	(1,469)	$	2,650	$	562	$	3,212
Net income						247							247		1		248
Dividends declared ($0.57 per share)						(194)							(194)				(194)
Other comprehensive income											(14)		(14)		(2)		(16)
Stock compensation				13									13				13
Stock options exercised and other				1		(1)		—	25				25				25
Balance, September 28, 2019	421	$	105	$	909	$	7,910	80	$	(4,714)	$	(1,483)	$	2,727	$	561	$	3,288

	Year-to-date period ended September 28, 2019
	Common stock			Capital in excess of par value		Retained earnings		Treasury stock			Accumulated other comprehensive income (loss)		Total Kellogg Company equity		Non-controlling interests		Total equity
(unaudited)	shares	amount						shares	amount
Balance, December 29, 2018	421	$	105	$	895	$	7,652	77	$	(4,551)	$	(1,500)	$	2,601	$	558	$	3,159
Common stock repurchases								4	(220)				(220)				(220)
Net income						815							815		10		825
Sale of subsidiary shares to noncontrolling interest													—		1		1
Dividends declared ($1.69 per share)						(574)							(574)				(574)
Distributions to noncontrolling interest													—		(9)		(9)
Other comprehensive income											39		39		1		40
Reclassification of tax effects relating to U.S. tax reform						22					(22)		—				—
Stock compensation				42									42				42
Stock options exercised and other				(28)		(5)		(1)	57				24				24
Balance, September 28, 2019	421	$	105	$	909	$	7,910	80	$	(4,714)	$	(1,483)	$	2,727	$	561	$	3,288

See accompanying Notes to Consolidated Financial Statements.

Kellogg Company and Subsidiaries

CONSOLIDATED STATEMENT OF CASH FLOWS

(millions)

	Year-to-date period ended
(unaudited)	September 26, 2020		September 28, 2019
Operating activities
Net income	$	1,056	$	825
Adjustments to reconcile net income to operating cash flows:
Depreciation and amortization	355		360
Postretirement benefit plan expense (benefit)	(113)		(158)
Deferred income taxes	57		(206)
Stock compensation	55		42
Multi-employer pension plan exit liability	(5)		132
Other	(34)		(70)
Postretirement benefit plan contributions	(19)		(19)
Changes in operating assets and liabilities, net of acquisitions:
Trade receivables	(113)		(253)
Inventories	(57)		16
Accounts payable	108		—
All other current assets and liabilities	303		256
Net cash provided by (used in) operating activities	1,593		925
Investing activities
Additions to properties	(326)		(436)
Purchase of marketable securities	(250)		—
Acquisitions, net of cash acquired	—		(8)
Acquisition of cost method investments	(4)		—
Divestiture	—		1,332
Purchases of available for sale securities	(75)		(18)
Sales of available for sale securities	13		83
Other	(7)		(22)
Net cash provided by (used in) investing activities	(649)		931
Financing activities
Net issuances (reductions) of notes payable	9		9
Issuances of long-term debt	554		40
Reductions of long-term debt	(45)		(1,000)
Debt redemption costs	—		(17)
Net issuances of common stock	105		40
Common stock repurchases	—		(220)
Cash dividends	(586)		(574)
Collateral received on derivative instruments	(14)		—
Other	(2)		(9)
Net cash provided by (used in) financing activities	21		(1,731)
Effect of exchange rate changes on cash and cash equivalents	(33)		7
Increase (decrease) in cash and cash equivalents	932		132
Cash and cash equivalents at beginning of period	397		321
Cash and cash equivalents at end of period	$	1,329	$	453
Supplemental cash flow disclosures
Interest paid	$	124	$	180
Income taxes paid	$	212	$	211
Supplemental cash flow disclosures of non-cash investing activities:
Additions to properties included in accounts payable	$	108	$	93

See accompanying Notes to Consolidated Financial Statements.

8

Notes to Consolidated Financial Statements

for the quarter ended September 26, 2020 (unaudited)

Note 1 Accounting policies

Basis of presentation

The unaudited interim financial information of Kellogg Company (the Company) included in this report 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, financial position, equity and cash flows for the periods presented. This interim information should be read in conjunction with the financial statements and accompanying footnotes within the Company’s 2019 Annual Report on Form 10-K.

The condensed balance sheet information at December 28, 2019 was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States. The results of operations for the quarter ended September 26, 2020 are not necessarily indicative of the results to be expected for other interim periods or the full year.

During the quarter ended September 26, 2020, the Company began to recognize an estimate of certain customer allowances at the time of sale in accordance with ASC 606, resulting in an out-of-period adjustment of $14 million decreasing net sales and accounts receivable. The Company determined the adjustment to be immaterial to current and previously issued financial statements.

Accounts payable

The Company has agreements with certain third parties to provide accounts payable tracking systems which facilitates participating suppliers’ ability to monitor and, if elected, sell payment obligations from the Company to designated third-party financial institutions. Participating suppliers may, at their sole discretion, make offers to sell one or more payment obligations of the Company prior to their scheduled due dates at a discounted price to participating financial institutions. The Company’s goal in entering into these agreements is to capture overall supplier savings, in the form of payment terms or vendor funding, created by facilitating suppliers’ ability to sell payment obligations, while providing them with greater working capital flexibility. We have no economic interest in the sale of these suppliers’ receivables and no direct financial relationship with the financial institutions concerning these services. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by suppliers’ decisions to sell amounts under these arrangements. However, the Company’s right to offset balances due from suppliers against payment obligations is restricted by this agreement for those payment obligations that have been sold by suppliers. The payment of these obligations by the Company is included in cash used in operating activities in the Consolidated Statement of Cash Flows. As of September 26, 2020, $893 million of the Company’s outstanding payment obligations had been placed in the accounts payable tracking system, and participating suppliers had sold $651 million of those payment obligations to participating financial institutions. As of December 28, 2019, $812 million of the Company’s outstanding payment obligations had been placed in the accounts payable tracking system, and participating suppliers had sold $605 million of those payment obligations to participating financial institutions.

Adoption of new accounting standards

Cloud Computing Arrangements. In August 2018, the FASB issued ASU 2018-15: Intangibles - Goodwill and Other - Internal-Use Software: Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. The ASU allows companies to capitalize implementation costs incurred in a hosting arrangement that is a service contract over the term of the hosting arrangement, including periods covered by renewal options that are reasonably certain to be exercised. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019 and can be applied retrospectively or prospectively. Early adoption is permitted. The Company adopted the ASU in the first quarter of 2020 and elected to apply it prospectively. The adoption did not have a material impact to the Company's Consolidated Financial Statements.

9

Accounting standards to be adopted in future periods

Compensation Retirement Benefits. In August 2018, the FASB issued ASU 2018-14: Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans. The ASU removed disclosures that no longer are considered cost beneficial, clarified the specific requirements of disclosures, and added disclosure requirements identified as relevant. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2020 and can be applied retrospectively or prospectively. Early adoption is permitted. The Company is currently assessing when to adopt the ASU and the impact of adoption.

Note 2 Sale of accounts receivable

The Company 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 (Extended Terms Program).

The Company has two Receivable Sales Agreements (Monetization Programs) described below, which are intended to directly offset the impact the Extended Terms Program would have on the days-sales-outstanding (DSO) metric that is critical to the effective management of the Company's accounts receivable balance and overall working capital. The Monetization Programs are designed to effectively offset the impact on working capital of the Extended Terms Program. 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 Consolidated Balance Sheet. 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 at any time is $1,033 million. 

The Company has no retained interest in the receivables sold, however the Company does have collection and administrative responsibilities for the sold receivables. The Company has not recorded any servicing assets or liabilities as of September 26, 2020 and December 28, 2019 for these agreements as the fair value of these servicing arrangements as well as the fees earned were not material to the financial statements.

Accounts receivable sold of $929 million and $774 million remained outstanding under these arrangements as of September 26, 2020 and December 28, 2019, respectively. The proceeds from these sales of receivables are included in cash from operating activities in the Consolidated Statement of Cash Flows in the period of sale. The recorded net loss on sale of receivables was $3 million and $11 million for the quarter and year-to-date periods ended September 26, 2020, respectively and was $6 million and $21 million for the quarter and year-to-date periods ended September 28, 2019, respectively. The recorded loss is included in Other income and expense (OIE).

Other programs

Additionally, from time to time certain of the Company's foreign subsidiaries will transfer, without recourse, accounts receivable invoices of certain customers to financial institutions. These transactions are accounted for as sales of the receivables resulting in the receivables being de-recognized from the Consolidated Balance Sheet. Accounts receivable sold of $22 million and $89 million remained outstanding under these programs as of September 26, 2020 and December 28, 2019, respectively. The proceeds from these sales of receivables are included in cash from operating activities in the Consolidated Statement of Cash Flows in the period of sale. The recorded net loss on the sale of these receivables is included in OIE and is not material.

Note 3 Divestiture

On July 28, 2019, the Company completed its sale of selected cookies, fruit and fruit-flavored snacks, pie crusts, and ice cream cones businesses to Ferrero International S.A. (“Ferrero”) for approximately $1.3 billion in cash, subject to a working capital adjustment mechanism.  Both the total assets and net assets of the businesses were approximately $1.3 billion, resulting in a net pre-tax gain of $38 million during the third quarter of 2019, recorded in OIE, after including related costs to sell of $14 million. Additionally, the Company recognized curtailment gains related to the divestiture totaling $17 million in our U.S. pension and nonpension postretirement plans. The operating results for these businesses were primarily included in the North America reportable segment prior to the sale. Proceeds from the divestiture were used primarily to redeem $1.0 billion of debt during the third quarter of 2019.

In connection with the sale, the Company entered into a transition services agreement (TSA) with Ferrero, under which the Company will provide certain services to Ferrero to help facilitate an orderly transition of the businesses

10

following the sale. In return for these services, Ferrero is required to pay certain agreed upon fees that are designed to reimburse the Company for certain costs incurred by the Company in providing such services, plus specified nominal margins which are immaterial. The TSA provides for a term of services starting at the sale completion date and continuing for a period of up to 18 months.

Note 4 Goodwill and Other intangible assets

Goodwill and Intangible Assets

Changes in the carrying amount of goodwill, intangible assets subject to amortization, consisting primarily of customer relationships, and indefinite-lived intangible assets, consisting of brands and distribution agreements, are presented in the following tables:

Carrying amount of goodwill

(millions)	North America		Europe		Latin America		AMEA		Consoli- dated
December 28, 2019	$	4,422	$	347	$	213	$	879	$	5,861
Currency translation adjustment	(1)		—		(44)		(36)		(81)
September 26, 2020	$	4,421	$	347	$	169	$	843	$	5,780

Intangible assets subject to amortization

Gross carrying amount
(millions)	North America		Europe		Latin America		AMEA		Consoli- dated
December 28, 2019	$	64	$	41	$	60	$	429	$	594
Currency translation adjustment	—		—		(16)		(24)		(40)
September 26, 2020	$	64	$	41	$	44	$	405	$	554
Accumulated Amortization
December 28, 2019	$	31	$	21	$	15	$	34	$	101
Amortization	3		3		2		13		21
Currency translation adjustment	—		—		(4)		(2)		(6)
September 26, 2020	$	34	$	24	$	13	$	45	$	116
Intangible assets subject to amortization, net
December 28, 2019	$	33	$	20	$	45	$	395	$	493
Amortization	(3)		(3)		(2)		(13)		(21)
Currency translation adjustment	—		—		(12)		(22)		(34)
September 26, 2020	$	30	$	17	$	31	$	360	$	438

For intangible assets in the preceding table, amortization was $21 million and $20 million for the year-to-date periods ended September 26, 2020 and September 28, 2019, respectively. The currently estimated aggregate annual amortization expense for full-year 2020 is approximately $28 million.

Intangible assets not subject to amortization

(millions)	North America		Europe		Latin America		AMEA		Consoli- dated
December 28, 2019	$	1,238	$	392	$	70	$	383	$	2,083
Currency translation adjustment	—		17		(19)		(21)		(23)
September 26, 2020	$	1,238	$	409	$	51	$	362	$	2,060

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Note 5 Restructuring programs

The Company views its restructuring programs as part of its operating principles to provide greater visibility in achieving its long-term profit growth targets. Initiatives undertaken are currently expected to recover cash implementation costs within a 3 to 5-year period of completion. Upon completion (or as each major stage is completed in the case of multi-year programs), the project begins to deliver cash savings and/or reduced depreciation.

During the second quarter of 2019, the Company announced a reorganization plan for the European reportable segment designed to simplify the organization, increase organizational efficiency, and enhance key processes. The overall project is expected to be substantially completed by the end of fiscal year 2020.

The project is expected to result in cumulative pretax net charges of approximately $40 million, including certain non-cash credits. Cash costs are expected to be approximately $50 million. The total expected charges will include severance and other termination benefits and charges related to relocation, third party legal and consulting fees, and contract termination costs.

The charges related to this initiative were less than $1 million during the quarter ended September 26, 2020 and were $3 million for year-to-date period ended September 26, 2020. These charges were recorded in SG&A expense. Since inception, the Company has recognized total charges, including non-cash credits, of $41 million attributed to this initiative.

Additionally during the second quarter of 2019, the Company announced a reorganization plan which primarily impacted the North America reportable segment. The reorganization plan was designed to simplify the organization that supports the remaining North America reportable segment after the divestiture and related transition. The overall project is expected to be substantially completed by the end of fiscal year 2020.

The overall project is expected to result in cumulative pretax charges of approximately $25 million. Cash costs are expected to approximate the pretax charges. Total expected charges will include severance and other termination benefits and charges related to third party consulting fees.

The charges related to this initiative were less than $1 million during the quarter ended and year-to-date period ended September 26, 2020. Since inception, the Company has recognized total charges of $21 million attributed to this initiative. These charges were recorded in SG&A expense.

In addition to the projects discussed above, during the year-to-date period ended September 26, 2020 the Company also incurred restructuring costs of $4 million in the Latin America reportable segment and $8 million in the AMEA reportable segment related to reorganization and simplification of those businesses. These costs primarily relate to severance and other termination benefits.

Project K

As of the end of 2019, the Company completed implementation of all Project K initiatives. Total project charges, after-tax cash costs and annual savings delivered by Project K were in line with expectations.

During the quarter and year-to-date period ended September 28, 2019, the Company recorded total charges of $15 million and $38 million, respectively, related to Project K.

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Total Projects

The tables below provide the details for charges incurred during the quarters and year-to-date periods ended September 26, 2020 and September 28, 2019 and program costs to date for all programs currently active as of September 26, 2020.

	Quarter ended				Year-to-date period ended				Program costs to date
(millions)	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019		September 26, 2020
Employee related costs	$	—	$	(1)	$	13	$	41	$	63
Pension curtailment (gain) loss, net	—		—		—		—		(5)
Asset related costs	—		5		—		15		—
Other costs	—		14		2		35		16
Total	$	—	$	18	$	15	$	91	$	74
	Quarter ended				Year-to-date period ended				Program costs to date
(millions)	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019		September 26, 2020
North America	$	—	$	13	$	(2)	$	45	$	19
Europe	—		1		3		35		41
Latin America	—		4		4		8		4
AMEA	—		—		8		3		8
Corporate	—		—		2		—		2
Total	$	—	$	18	$	15	$	91	$	74

Charges related to restructuring programs were less than $1 million during the quarter ended September 26, 2020. During the year-to-date period ended September 26, 2020, the Company recorded total charges of $15 million across all restructuring programs. The charges were comprised of $6 million recorded in COGS and $9 million recorded in SG&A expense.

During the quarter ended September 28, 2019, the Company recorded total net charges of $18 million across all restructuring programs. The charges were comprised of $13 million of expense recorded in COGS and $5 million of expense recorded in SG&A expense. During the year-to-date period ended September 28, 2019, the Company recorded total charges of $91 million across all restructuring programs. The charges were comprised of $30 million recorded in COGS and $61 million recorded in SG&A expense.

Employee related costs consist primarily of severance and related benefits. Pension curtailment (gain) loss consists of curtailment gains or losses that resulted from project initiatives. Asset related costs consist primarily of accelerated depreciation and asset write-offs. Other costs consist of third-party incremental costs related to the development and implementation of enhanced global structures and capabilities.

At September 26, 2020 total project reserves were $22 million, related to severance payments and other costs of which a substantial portion will be paid in 2020. The following table provides details for exit cost reserves related to the reorganizations described above.

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	Employee Related Costs		Pension curtailment (gain) loss, net		Other Costs		Total
Liability as of December 28, 2019	$	37	$	—	$	1	$	38
2020 restructuring charges	13		—		2		15
Cash payments	(28)		—		(3)		(31)
Non-cash charges and other	—		—		—		—
Liability as of September 26, 2020	$	22	$	—	$	—	$	22

Note 6 Equity

Earnings per share

Basic earnings per share is determined by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is similarly determined, except that the denominator is increased to include the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. Dilutive potential common shares consist principally of employee stock options issued by the Company, restricted stock units, and to a lesser extent, certain contingently issuable performance shares. There were 7 million anti-dilutive potential common shares excluded from the reconciliation for the quarter and year-to-date periods ended September 26, 2020. There were 10 million and 14 million anti-dilutive potential common shares excluded from the reconciliation for the quarter and year-to-date periods ended September 28, 2019. Please refer to the Consolidated Statement of Income for basic and diluted earnings per share for the quarter and year-to-date periods ended September 26, 2020 and September 28, 2019.

Share repurchases

In February 2020, the board of directors approved a new authorization to repurchase up to $1.5 billion of our common stock through December 2022. During the year-to-date period ended September 26, 2020, the company did not repurchase any shares of common stock and $1.5 billion remains available under the authorization.

During the year-to-date period ended September 28, 2019, the Company repurchased approximately 4 million shares of common stock for a total of $220 million.

Comprehensive income

Comprehensive income includes net income and all other changes in equity during a period except those resulting from investments by or distributions to shareholders. Other comprehensive income consists of foreign currency translation adjustments, fair value adjustments associated with cash flow hedges, adjustments for net experience losses and prior service cost related to employee benefit plans, and adjustments for unrealized gains and losses on available-for-sale securities, net of related tax effects.

Reclassifications out of Accumulated other comprehensive income (AOCI) for the quarter and year-to-date periods ended September 26, 2020 and September 28, 2019, consisted of the following:

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(millions)
Details about AOCI components	Amount reclassified from AOCI				Line item impacted within Income Statement
	Quarter ended September 26, 2020		Year-to-date period ended September 26, 2020
(Gains) losses on cash flow hedges:
Interest rate contracts	$	4	$	11	Interest expense
	$	4	$	11	Total before tax
	(1)		(3)		Tax expense (benefit)
	$	3	$	8	Net of tax
Amortization of postretirement and postemployment benefits:
Net experience (gain) loss	$	—	$	(2)	OIE
Prior service cost	—		(1)		See Note 9 for further details
	$	—	$	(3)	Total before tax
	—		1		Tax expense (benefit)
	$	—	$	(2)	Net of tax
Total reclassifications	$	3	$	6	Net of tax

(millions)
Details about AOCI components	Amount reclassified from AOCI				Line item impacted within Income Statement
	Quarter ended September 28, 2019		Year-to-date period ended September 28, 2019
(Gains) losses on cash flow hedges:
Interest rate contracts	$	(1)	$	2	Interest expense
	$	(1)	$	2	Total before tax
	—		(1)		Tax expense (benefit)
	$	(1)	$	1	Net of tax
Amortization of postretirement and postemployment benefits:
Net experience loss	$	(1)	$	(3)	See Note 9 for further details
	$	(1)	$	(3)	Total before tax
	—		1		Tax expense (benefit)
	$	(1)	$	(2)	Net of tax
(Gain) loss on available-for-sale securities:
Corporate bonds	$	(4)	$	(4)	OIE
	$	(4)	$	(4)	Total before tax
	—		—		Tax expense (benefit)
	$	(4)	$	(4)	Net of tax
Total reclassifications	$	(6)	$	(5)	Net of tax

Accumulated other comprehensive income (loss), net of tax, as of September 26, 2020 and December 28, 2019 consisted of the following:

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(millions)	September 26, 2020		December 28, 2019
Foreign currency translation adjustments	$	(1,688)	$	(1,399)
Cash flow hedges — unrealized net gain (loss)	(80)		(60)
Postretirement and postemployment benefits:
Net experience gain (loss)	6		7
Prior service credit (cost)	3		4
Available-for-sale securities unrealized net gain (loss)	2		—
Total accumulated other comprehensive income (loss)	$	(1,757)	$	(1,448)

Note 7 Notes payable and long-term debt

The following table presents the components of notes payable at September 26, 2020 and December 28, 2019:

	September 26, 2020				December 28, 2019
(millions)	Principal amount		Effective interest rate		Principal amount		Effective interest rate
U.S. commercial paper	$	—	—	%	$	3	1.78	%
Bank borrowings	116				104
Total	$	116			$	107

In May of 2020, the Company issued $500 million of ten-year 2.10% Notes due 2030, resulting in net proceeds after debt discount of $496 million. The proceeds from these notes were used for general corporate purposes, including the payment of offering related fees and expenses, repayment of a portion of the $600 million 4.00% Notes due 2020 when they mature on December 15, 2020, and repayment of a portion of commercial paper borrowings. The Notes contain customary covenants that limit the ability of the Company and its restricted subsidiaries (as defined) to incur certain liens or enter into certain sale and lease-back transactions, as well as a change of control provision.

In connection with the May 2020 debt issuance, the Company terminated forward starting interest rate swaps with notional amounts totaling $500 million, resulting in a $51 million loss that will be amortized to interest expense over the term of the Notes.

In August 2019, the Company redeemed $191 million of its 4.15% U.S. Dollar Notes due November 2019, $248 million of its 4.00% U.S. Dollar Notes due 2020, $202 million of its 3.25% U.S. Dollar Notes due 2021, and $50 million of its 2.65% U.S. Dollar Notes due 2023. In connection with the debt redemption, the Company incurred $15 million of interest expense, consisting primarily of a premium on the tender offer and also including accelerated

losses on pre-issuance interest rate hedges, acceleration of unamortized debt discount and fees on the redeemed

debt and fees related to the tender offer.

In September 2019, the Company redeemed $309 million of its 4.15% U.S. Dollar Notes due November 2019, the

remaining principal balance subsequent to the August redemption. In connection with the debt redemption, the

Company incurred $1 million of interest expense, consisting primarily of a premium and also including accelerated

losses on pre-issuance interest rate hedges, acceleration of fees and debt discount on the redeemed debt and fees

related to the make whole call.

Note 8 Stock compensation

The Company uses various equity-based compensation programs to provide long-term performance incentives for its global workforce. Currently, these incentives consist principally of stock options, restricted stock units, and executive performance shares. The Company also sponsors a discounted stock purchase plan in the United States and matching-grant programs in several international locations. Additionally, the Company awards restricted stock to its outside directors. The interim information below should be read in conjunction with the disclosures included within the stock compensation footnote of the Company’s 2019 Annual Report on Form 10-K.

In April 2020, the Amended and Restated Kellogg Company 2002 Employee Stock Purchase Plan was approved by shareholders, effective July 1, 2020. The plan is a tax-qualified employee stock purchase plan made available to substantially all U.S. employees, which allows participants to acquire Kellogg stock at a discounted price. The purpose of the plan is to encourage employees at all levels to purchase stock and become shareholders.

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The Company classifies pre-tax stock compensation expense in COGS and SG&A expense principally within its Corporate segment. For the periods presented, compensation expense for all types of equity-based programs and the related income tax benefit recognized was as follows:

	Quarter ended				Year-to-date period ended
(millions)	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019
Pre-tax compensation expense	$	18	$	14	$	59	$	46
Related income tax benefit	$	5	$	4	$	16	$	12

In February, the Company granted stock options, restricted stock units, and performance shares, in conjunction with our primary annual award, under the 2017 Long-Term Incentive Plan, approved by shareholders in 2017.

During the year-to-date period ended September 26, 2020, the Company granted approximately 0.6 million restricted stock units at a weighted average cost of $66 per share and 2.3 million non-qualified stock options at a weighted average cost of $7 per share. Terms of these grants and the Company’s methods for determining grant-date fair value of the awards were consistent with that described within the stock compensation footnote in the Company’s 2019 Annual Report on Form 10-K.

Performance shares

In the first quarter of 2020, the Company granted performance shares to a limited number of senior level employees, which entitle these employees to receive a specified number of shares of the Company’s common stock upon vesting. The number of shares earned could range between 0% and 200% of the target amount depending upon performance achieved over the three year vesting period. The performance conditions of the award include three year cumulative organic net sales growth and three year aggregate operating cash flow.

Compensation cost related to organic net sales growth performance and cash flow targets are revised for changes in the expected outcome. The 2020 target grant currently corresponds to approximately 337,000 shares, with a grant-date fair value of $66 per share.

The 2017 performance share award, payable in stock, was settled at 90% of target in February 2020 for a total dollar equivalent of $6 million.

Note 9 Employee benefits

The Company sponsors a number of U.S. and foreign pension plans as well as other nonpension postretirement and postemployment plans to provide various benefits for its employees. These plans are described within the footnotes to the Consolidated Financial Statements included in the Company’s 2019 Annual Report on Form 10-K. Components of Company plan benefit expense for the periods presented are included in the tables below.

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Pension

	Quarter ended				Year-to-date period ended
(millions)	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019
Service cost	$	9	$	9	$	27	$	27
Interest cost	31		42		99		131
Expected return on plan assets	(87)		(86)		(257)		(254)
Amortization of unrecognized prior service cost	1		1		5		5
Recognized net (gain) loss	7		23		64		34
Net periodic benefit cost	$	(39)	$	(11)	$	(62)	$	(57)
Curtailment (gain) loss	—		(11)		(7)		(11)
Total pension (income) expense	$	(39)	$	(22)	$	(69)	$	(68)

Other nonpension postretirement

	Quarter ended				Year-to-date period ended
(millions)	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019
Service cost	$	2	$	5	$	9	$	12
Interest cost	7		10		23		30
Expected return on plan assets	(24)		(23)		(70)		(65)
Amortization of unrecognized prior service cost	(1)		(2)		(6)		(6)
Recognized net (gain) loss	—		(55)		—		(55)
Net periodic benefit cost	(16)		(65)		(44)		(84)
Curtailment (gain) loss	—		(6)		—		(6)
Total postretirement benefit (income) expense	$	(16)	$	(71)	$	(44)	$	(90)

Postemployment

	Quarter ended				Year-to-date period ended
(millions)	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019
Service cost	$	1	$	1	$	3	$	3
Interest cost	1		—		1		1
Recognized net (gain) loss	—		(1)		(2)		(3)
Total postemployment benefit expense	$	2	$	—	$	2	$	1

For the quarter and year-to-date periods ended September 26, 2020, the Company recognized a loss of $7 million and $15 million, respectively, related to the remeasurement of a U.S. pension plan as current year distributions are expected to exceed service and interest costs resulting in settlement accounting for that particular plan. The amount of the remeasurement recognized was due primarily to changes in the discount rate relative to the previous measurement.

During the second quarter of 2020, the Company recognized a curtailment gain of $7 million, as certain U.S. pension plan benefits were frozen for a portion of the population. The Company remeasured the benefit obligation for the impacted pension plan, resulting in a mark-to-market loss of $49 million. The loss was due primarily to a lower discount rate partially offset by plan asset returns in excess of the expected rate of return.

For the quarter and year-to-date periods ended September 28, 2019, the Company recognized a loss of $15 million and $26 million, respectively, related to the remeasurement of a U.S. pension plan as current year distributions were expected to exceed service and interest costs, resulting in settlement accounting for that particular plan. The amount of the remeasurement loss recognized was due primarily to an unfavorable change in the discount rate.

In conjunction with the completion of the sale of selected cookies, fruit and fruit-flavored snacks, pie crusts, and ice

18

cream cones businesses on July 28, 2019, the Company recognized curtailment gains in its U.S. pension and

nonpension postretirement plans of $11 million and $6 million, respectively, during the third quarter of 2019. Additionally, the Company was required to remeasure those plans. The Company recorded a mark-to-market loss of $8 million in our U.S. pension plan due to a lower discount rate and a reduction of the expected return on assets from 7.5% to 7.0% based on an updated target portfolio mix. These decreases were partially offset by better than expected asset returns. We recorded a mark-to-market gain of $55 million related to the remeasurement of a U.S. nonpension postretirement plan as a result of better than expected asset returns, partially offset by a lower discount rate and a reduction of the expected return on assets from 7.5% to 7.0% based on an updated target portfolio mix.

Company contributions to employee benefit plans are summarized as follows:

(millions)	Pension		Nonpension postretirement		Total
Quarter ended:
September 26, 2020	$	1	$	6	$	7
September 28, 2019	$	2	$	5	$	7
Year-to-date period ended:
September 26, 2020	$	4	$	15	$	19
September 28, 2019	$	6	$	13	$	19
Full year:
Fiscal year 2020 (projected)	$	7	$	19	$	26
Fiscal year 2019 (actual)	$	10	$	18	$	28

Plan funding strategies may be modified in response to management's evaluation of tax deductibility, market conditions, and competing investment alternatives.

Multi-employer pension plan exit liability

During the third quarter of 2019, the Company incurred a pre-tax charge of $132 million due to withdrawing from

two multi-employer pension plans. The cash obligation was originally estimated to be approximately $8 million annually for 20 years. The net present value of the liability was determined using a risk free interest rate. The charge was recorded within COGS on the Consolidated Statement of Income and Other current liabilities and Other liabilities on the Consolidated Balance Sheet.

During the second quarter of 2020, the Company adjusted the estimated withdrawal liability associated with a plan withdrawn from during the third quarter of 2019. The adjustment resulted in a gain of $5 million during the second quarter and resulted from a July 2020 agreement with the plan under which the Company paid $7 million in full settlement of the withdrawal liability.

Note 10 Income taxes

The consolidated effective tax rate for the quarter ended September 26, 2020 and September 28, 2019 was 16% and 27%, respectively. The effective tax rate for the quarter was favorably impacted by the reversal of a liability for uncertain tax positions of $32 million, resulting from the finalization of a tax examination. The reserves were related to the Company's estimate of the transition tax liability in conjunction with the finalization of accounting under Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act.

The consolidated effective tax rate for the year-to-date periods ended September 26, 2020 and September 28, 2019 was 20% and 22%, respectively. The effective tax rate for the year-to-date period was favorably impacted by the reversal of the liability noted above.

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As of September 26, 2020, the Company classified $16 million of unrecognized tax benefits as a net current tax liability. Management's estimate of reasonably possible changes in unrecognized tax benefits during the next twelve months consists of the current liability expected to be settled within one year, offset by approximately $3 million of projected additions related primarily to ongoing intercompany transfer pricing activity. Management is currently unaware of any issues under review that could result in significant additional payments, accruals or other material deviation in this estimate.

The Company’s total gross unrecognized tax benefits as of September 26, 2020 was $62 million. Of this balance, $53 million represents the amount that, if recognized, would affect the Company’s effective income tax rate in future periods.

December 28, 2019	$	90
Tax positions related to current year:
Additions	3
Reductions	—
Tax positions related to prior years:
Additions	5
Reductions	(34)
Settlements	(2)
Lapse in statute of limitations	—
September 26, 2020	$	62

The accrual balance for tax-related interest was approximately $13 million at September 26, 2020.

Note 11 Derivative instruments and fair value measurements

The Company is exposed to certain market risks such as changes in interest rates, foreign currency exchange rates, and commodity prices, which exist as a part of its ongoing business operations. Management uses derivative and nonderivative financial instruments 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.

The Company designates derivatives and nonderivative hedging instruments as cash flow hedges, fair value hedges, net investment hedges, and uses other contracts to reduce volatility in interest rates, foreign currency and commodities. As a matter of policy, the Company does not engage in trading or speculative hedging transactions.

Derivative instruments are classified on the Consolidated Balance Sheet based on the contractual maturity of the instrument or the timing of the underlying cash flows of the instrument for derivatives with contractual maturities beyond one year.  Any collateral associated with derivative instruments is classified as other assets or other current liabilities on the Consolidated Balance Sheet depending on whether the counterparty collateral is in an asset or liability position.  Margin deposits related to exchange-traded commodities are recorded in accounts receivable, net on the Consolidated Balance Sheet.  On the Consolidated Statement of Cash Flows, cash flows associated with derivative instruments are classified according to the nature of the underlying hedged item.  Cash flows associated with collateral and margin deposits on exchange-traded commodities are classified as investing cash flows when the collateral account is in an asset position and as financing cash flows when the collateral account is in a liability position.

Total notional amounts of the Company’s derivative instruments as of September 26, 2020 and December 28, 2019 were as follows:

(millions)	September 26, 2020		December 28, 2019
Foreign currency exchange contracts	$	4,288	$	2,628
Cross-currency contracts	1,556		1,540
Interest rate contracts	2,339		1,871
Commodity contracts	300		524
Total	$	8,483	$	6,563

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Following is a description of each category in the fair value hierarchy and the financial assets and liabilities of the Company that were included in each category at September 26, 2020 and December 28, 2019, measured on a recurring basis.

Level 1 – Financial assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market. For the Company, level 1 financial assets and liabilities consist primarily of commodity derivative contracts.

Level 2 – Financial assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. For the Company, level 2 financial assets and liabilities consist of interest rate swaps, cross-currency swaps and over-the-counter commodity and currency contracts.

The Company’s calculation of the fair value of interest rate swaps is derived from a discounted cash flow analysis based on the terms of the contract and the interest rate curve. Over-the-counter commodity derivatives are valued using an income approach based on the commodity index prices less the contract rate multiplied by the notional amount. Foreign currency contracts are valued using an income approach based on forward rates less the contract rate multiplied by the notional amount. Cross-currency contracts are valued based on changes in the spot rate at the time of valuation compared to the spot rate at the time of execution, as well as the change in the interest differential between the two currencies. The Company’s calculation of the fair value of level 2 financial assets and liabilities takes into consideration the risk of nonperformance, including counterparty credit risk.

Level 3 – Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability. The Company did not have any level 3 financial assets or liabilities as of September 26, 2020 or December 28, 2019.

The following table presents assets and liabilities that were measured at fair value in the Consolidated Balance Sheet on a recurring basis as of September 26, 2020 and December 28, 2019:

Derivatives designated as hedging instruments

	September 26, 2020						December 28, 2019
(millions)	Level 1		Level 2		Total		Level 1		Level 2		Total
Assets:
Cross-currency contracts:
Other current assets	$	—	$	50	$	50	$	—	$	45	$	45
Other assets	—		45		45		—		40		40
Interest rate contracts:
Other current assets	—		—		—		—		7		7
Other assets (a)	—		30		30		—		4		4
Total assets	$	—	$	125	$	125	$	—	$	96	$	96
Liabilities:
Cross-currency contracts:
Other current liabilities	$	—	$	(5)	$	(5)	$	—	$	—	$	—
Other Liabilities	—		(1)		(1)		—		—		—
Interest rate contracts:
Other current liabilities	—		(2)		(2)		—		(4)		(4)
Other liabilities	—		(1)		(1)		—		—		—
Total liabilities	$	—	$	(9)	$	(9)	$	—	$	(4)	$	(4)

(a) The fair value of the related hedged portion of the Company's long-term debt, a level 2 liability, was $0.7 billion as of September 26, 2020 and December 28, 2019.

21

Derivatives not designated as hedging instruments

	September 26, 2020						December 28, 2019
(millions)	Level 1		Level 2		Total		Level 1		Level 2		Total
Assets:
Foreign currency exchange contracts:
Other current assets	$	—	$	63	$	63	$	—	$	12	$	12
Other assets	—		5		5		—		—		—
Interest rate contracts:
Other current assets	—		4		4		—		—		—
Other assets	—		15		15		—		—		—
Commodity contracts:
Other current assets	2		—		2		9		—		9
Total assets	$	2	$	87	$	89	$	9	$	12	$	21
Liabilities:
Foreign currency exchange contracts:
Other current liabilities	$	—	$	(47)	$	(47)	$	—	$	(18)	$	(18)
Other liabilities	—		(7)		(7)		—		—		—
Interest rate contracts:
Other current liabilities	—		(6)		(6)		—		—		—
Other liabilities	—		(25)		(25)		—		(13)		(13)
Commodity contracts:
Other current liabilities	(1)		—		(1)		(1)		—		(1)
Total liabilities	$	(1)	$	(85)	$	(86)	$	(1)	$	(31)	$	(32)

The Company has designated its outstanding foreign currency denominated debt as a net investment hedge of a portion of the Company’s investment in its subsidiaries’ foreign currency denominated net assets. The carrying value of this debt, including current and long-term, was approximately $2.7 billion as of September 26, 2020 and $2.6 billion as of December 28, 2019.

The following amounts were recorded on the Consolidated Balance Sheet related to cumulative basis adjustments for existing fair value hedges as of September 26, 2020 and December 28, 2019.

(millions)	Line Item in the Consolidated Balance Sheet in which the hedged item is included	Carrying amount of the hedged liabilities				Cumulative amount of fair value hedging adjustment included in the carrying amount of the hedged liabilities (a)
		September 26, 2020		December 28, 2019		September 26, 2020		December 28, 2019
Interest rate contracts	Current maturities of long-term debt	$	494	$	493	$	—	$	—
Interest rate contracts	Long-term debt	$	2,853	$	2,643	$	23	$	19

(a) The hedged long-term debt includes $14 million and $15 million of hedging adjustment on discontinued hedging relationships as of September 26, 2020 and December 28, 2019, respectively.

22

The Company has elected to not offset the fair values of derivative assets and liabilities executed with the same counterparty that are generally subject to enforceable netting agreements. However, if the Company were to offset and record the asset and liability balances of derivatives on a net basis, the amounts presented in the Consolidated Balance Sheet as of September 26, 2020 and December 28, 2019 would be adjusted as detailed in the following table:

As of September 26, 2020:			Gross Amounts Not Offset in the Consolidated Balance Sheet
	Amounts Presented in the Consolidated Balance Sheet		Financial Instruments		Cash Collateral Received/ Posted		Net Amount
Total asset derivatives	$	214	$	(94)	$	—	$	120
Total liability derivatives	$	(95)	$	94	$	—	$	(1)

As of December 28, 2019:			Gross Amounts Not Offset in the Consolidated Balance Sheet
	Amounts Presented in the Consolidated Balance Sheet		Financial Instruments		Cash Collateral Received/ Posted		Net Amount
Total asset derivatives	$	117	$	(27)	$	(7)	$	83
Total liability derivatives	$	(36)	$	27	$	—	$	(9)

The effect of derivative instruments on the Consolidated Statements of Income and Comprehensive Income for the quarters ended September 26, 2020 and September 28, 2019 was as follows:

Derivatives and non-derivatives in net investment hedging relationships

(millions)	Gain (loss) recognized in AOCI				Gain (loss) excluded from assessment of hedge effectiveness				Location of gain (loss) in income of excluded component
	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019
Foreign currency denominated long-term debt	$	(94)	$	99	$	—	$	—
Cross-currency contracts	(61)		49		8		9		Interest expense
Total	$	(155)	$	148	$	8	$	9

Derivatives not designated as hedging instruments

(millions)	Location of gain (loss) recognized in income	Gain (loss) recognized in income
		September 26, 2020		September 28, 2019
Foreign currency exchange contracts	COGS	$	(3)	$	7
Foreign currency exchange contracts	Other income (expense), net	(1)		—
Foreign currency exchange contracts	SG&A	(1)		—
Commodity contracts	COGS	17		(21)
Total		$	12	$	(14)

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The effect of derivative instruments on the Consolidated Statements of Income and Comprehensive Income for the year-to-date periods ended September 26, 2020 and September 28, 2019 was as follows:

Derivatives and non-derivatives in net investment hedging relationships

(millions)	Gain (loss) recognized in AOCI				Gain (loss) excluded from assessment of hedge effectiveness				Location of gain (loss) in income of excluded component
	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019
Foreign currency denominated long-term debt	$	(103)	$	115	$	—	$	—
Cross-currency contracts	1		64		26		25		Interest expense
Total	$	(102)	$	179	$	26	$	25

Derivatives not designated as hedging instruments

(millions)	Location of gain (loss) recognized in income	Gain (loss) recognized in income
		September 26, 2020		September 28, 2019
Foreign currency exchange contracts	COGS	$	43	$	(3)
Foreign currency exchange contracts	Other income (expense), net	5		(1)
Foreign currency exchange contracts	SGA	3		—
Interest rate contracts	Interest expense	1		—
Commodity contracts	COGS	(33)		(13)
Total		$	19	$	(17)

The effect of fair value and cash flow hedge accounting on the Consolidated Income Statement for the quarters ended September 26, 2020 and September 28, 2019:

		September 26, 2020		September 28, 2019
(millions)		Interest Expense		Interest Expense
Total amounts of income and expense line items presented in the Consolidated Income Statement in which the effects of fair value or cash flow hedges are recorded		$	63	$	72
	Gain (loss) on fair value hedging relationships:
	Interest contracts:
	Hedged items	(2)		(5)
	Derivatives designated as hedging instruments	2		7
	Gain (loss) on cash flow hedging relationships:
	Interest contracts:
	Amount of gain (loss) reclassified from AOCI into income	(4)		1

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The effect of fair value and cash flow hedge accounting on the Consolidated Income Statement for the year-to-date periods ended September 26, 2020 and September 28, 2019:

		September 26, 2020		September 28, 2019
(millions)		Interest Expense		Interest Expense
Total amounts of income and expense line items presented in the Consolidated Income Statement in which the effects of fair value or cash flow hedges are recorded		$	196	$	221
	Gain (loss) on fair value hedging relationships:
	Interest contracts:
	Hedged items	(5)		(42)
	Derivatives designated as hedging instruments	6		44
	Gain (loss) on cash flow hedging relationships:
	Interest contracts:
	Amount of gain (loss) reclassified from AOCI into income	(11)		(2)

During the next 12 months, the Company expects $16 million of net deferred losses reported in AOCI at September 26, 2020 to be reclassified to income, assuming market rates remain constant through contract maturities.

Certain of the Company’s derivative instruments contain provisions requiring the Company to post collateral on those derivative instruments that are in a liability position if the Company’s credit rating is at or below BB+ (S&P), or Baa1 (Moody’s). The fair value of all derivative instruments with credit-risk-related contingent features in a liability position on September 26, 2020 was not material. In addition, certain derivative instruments contain provisions that would be triggered in the event the Company defaults on its debt agreements. There were no collateral posting as of September 26, 2020 triggered by credit-risk-related contingent features.

Other fair value measurements

Marketable securities

During the quarter and year-to-date periods ended September 26, 2020, the Company invested $50 million and $250 million, respectively, in a mutual fund holding short term debt securities. The investment is measured at fair value using the net asset value (NAV) per share as a practical expedient and as a result, this investment has not been classified in the fair value hierarchy. As of September 26, 2020, fair value using the NAV was $250 million.

Available for sale securities

	September 26, 2020						December 28, 2019
			Unrealized						Unrealized
(millions)	Cost		Gain (Loss)		Market Value		Cost		Gain (Loss)		Market Value
Corporate bonds	$	62	$	2	$	64	$	—	$	—	$	—

The market values of the Company's investments in level 2 corporate bonds were based on matrices or models from pricing vendors. Unrealized gains and losses were included in the Consolidated Statement of Comprehensive Income. Additionally, these investments were recorded within Other current assets and Other assets on the Consolidated Balance Sheet, based on the maturity of the individual security. The maturity dates of the securities range from 2020 to 2036.

The Company reviews its investment portfolio for any unrealized losses that would be deemed other-than-temporary and requires the recognition of an impairment loss in earnings. If the cost of an investment exceeds its fair value, the Company evaluates, among other factors, general market conditions, the duration and extent to which the fair value is less than its cost, the Company's intent to hold the investment, and whether it is more likely than not that the Company will be required to sell the investment before recovery of the cost basis. The Company also considers the type of security, related industry and sector performance, and published investment ratings. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded and a new cost basis in the

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investment is established. If conditions within individual markets, industry segments, or macro-economic environments deteriorate, the Company could incur future impairments.

Financial instruments

The carrying values of the Company’s short-term items, including cash, cash equivalents, accounts receivable, accounts payable, notes payable and current maturities of long-term debt approximate fair value. The fair value of the Company’s long-term debt, which are level 2 liabilities, is calculated based on broker quotes. The fair value and carrying value of the Company's long-term debt was $7.9 billion and $7.0 billion, respectively, as of September 26, 2020. The fair value and carrying value of the Company's long-term debt were $7.8 billion and $7.2 billion, respectively, as of December 28, 2019.

Counterparty credit risk concentration and collateral requirements

The Company is exposed to credit loss in the event of nonperformance by counterparties on derivative financial and commodity contracts. Management believes a concentration of credit risk with respect to derivative counterparties is limited due to the credit ratings and use of master netting and reciprocal collateralization agreements with the counterparties and the use of exchange-traded commodity contracts.

Master netting agreements apply in situations where the Company executes multiple contracts with the same counterparty. Certain counterparties represent a concentration of credit risk to the Company. If those counterparties fail to perform according to the terms of derivative contracts, this would result in a loss to the Company of approximately $96 million, net of collateral already received from those counterparties, as of September 26, 2020.

For certain derivative contracts, reciprocal collateralization agreements with counterparties call for the posting of collateral in the form of cash, treasury securities or letters of credit if a fair value loss position to the Company or its counterparties exceeds a certain amount. In addition, the Company is required to maintain cash margin accounts in connection with its open positions for exchange-traded commodity derivative instruments executed with the counterparty that are subject to enforceable netting agreements. As of September 26, 2020, collateral related to reciprocal collateralization agreements and margin deposits for exchange-traded commodity derivative instruments, were immaterial.

Management believes concentrations of credit risk with respect to accounts receivable is limited due to the generally high credit quality of the Company’s major customers, as well as the large number and geographic dispersion of smaller customers. However, the Company conducts a disproportionate amount of business with a small number of large multinational grocery retailers, with the five largest accounts encompassing approximately 22% of consolidated trade receivables at September 26, 2020.

Note 12 Reportable segments

Kellogg Company is the world’s leading producer of cereal, second largest producer of crackers, and a leading producer of savory snacks and frozen foods. Additional product offerings include toaster pastries, cereal bars, veggie foods and noodles. Kellogg products are manufactured and marketed globally. Principal markets for these products include the United States, United Kingdom, and Nigeria.

The Company manages its operations through four operating segments that are based on geographic location – North America which includes U.S. businesses and Canada; Europe which consists principally of European countries; Latin America which consists of Central and South America and includes Mexico; and AMEA (Asia Middle East Africa) which consists of Africa, Middle East, Australia and other Asian and Pacific markets. These operating segments also represent our reportable segments.

On July 28, 2019, the Company completed its sale of selected cookies, fruit and fruit-flavored snacks, pie crusts, and ice cream cones businesses to Ferrero for approximately $1.3 billion in cash.  Both the total assets and net assets, consisting primarily of goodwill and intangibles, property, plant and equipment, and inventory, of the businesses were approximately $1.3 billion. The operating results for these businesses were primarily included in the North America reportable segment prior to the sale. Reported net sales for the divested businesses totaled $55 million and $562 million for the quarter and year-to-date periods ended September 28, 2019, respectively.

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The measurement of reportable segment results is based on segment operating profit which is generally consistent with the presentation of operating profit in the Consolidated Statement of Income. Reportable segment results were as follows:

	Quarter ended				Year-to-date period ended
(millions)	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019
Net sales
North America	$	2,059	$	2,059	$	6,323	$	6,496
Europe	552		527		1,624		1,566
Latin America	236		244		686		707
AMEA	582		542		1,673		1,586
Consolidated	$	3,429	$	3,372	$	10,306	$	10,355
Operating profit
North America	$	321	$	208	$	1,151	$	910
Europe	63		68		224		164
Latin America	31		23		84		61
AMEA	58		53		142		145
Total Reportable Segments	473		352		1,601		1,280
Corporate	(62)		(89)		(225)		(239)
Consolidated	$	411	$	263	$	1,376	$	1,041

Supplemental product information is provided below for net sales to external customers:

	Quarter ended				Year-to-date period ended
(millions)	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019
Snacks*	$	1,593	$	1,610	$	4,669	$	5,132
Cereal*	1,324		1,280		4,093		3,811
Frozen	279		260		857		786
Noodles and other	233		222		687		626
Consolidated	$	3,429	$	3,372	$	10,306	$	10,355

* The year-to-date snacks and cereal net sales reflect the correction of an error in the Company’s first quarter 2020 disclosure. First quarter net

sales for snacks was understated $229 million and net sales for cereal was overstated $229 million within the disclosure included in our

previously issued first quarter financial statements. The revisions, which did not impact consolidated net sales, are not considered material to the

first, second or third quarter 2020 financial statements.

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Note 13 Supplemental Financial Statement Data

Consolidated Balance Sheet
(millions)	September 26, 2020 (unaudited)		December 28, 2019
Trade receivables	$	1,414	$	1,315
Allowance for doubtful accounts	(22)		(10)
Refundable income taxes	17		56
Other receivables	217		215
Accounts receivable, net	$	1,626	$	1,576
Raw materials and supplies	$	334	$	303
Finished goods and materials in process	929		923
Inventories	$	1,263	$	1,226
Property	$	9,100	$	9,051
Accumulated depreciation	(5,616)		(5,439)
Property, net	$	3,484	$	3,612
Pension	$	298	$	241
Deferred income taxes	219		231
Nonpension postretirement benefits	328		283
Other	507		384
Other assets	$	1,352	$	1,139
Accrued income taxes	$	29	$	42
Accrued salaries and wages	316		290
Other	780		577
Other current liabilities	$	1,125	$	909
Income taxes payable	$	54	$	81
Nonpension postretirement benefits	32		33
Other	434		429
Other liabilities	$	520	$	543

Note 14 Contingencies

The Company is subject to various legal proceedings, claims, and governmental inspections or investigations in the ordinary course of business covering matters such as general commercial, governmental regulations, antitrust and trade regulations, product liability, environmental, intellectual property, workers’ compensation, employment and other actions. These matters are subject to uncertainty and the outcome is not predictable with assurance. The Company uses a combination of insurance and self-insurance for a number of risks, including workers’ compensation, general liability, automobile liability and product liability.

In 2016, a class action complaint was filed against Kellogg in the Northern District of California relating to statements made on packaging for certain products. In August 2019, the Court ruled in favor of the plaintiff regarding certain statements made on the Company’s products and ordered the parties to conduct settlement discussions related to all matters in dispute. In October 2019, the plaintiff filed a motion to the Court to approve a settlement between Kellogg and the class. During 2019, the Company concluded that the contingency related to the unfavorable ruling was probable and estimable, resulting in a liability being recorded. In February 2020, the Court denied plaintiff’s motion to approve the settlement and the parties are continuing arbitration. This litigation, including any potential settlement, is not expected to have a material impact on the Company’s consolidated financial statements.  The Company will continue to evaluate the likelihood of potential outcomes as the litigation continues.

The Company has established accruals for certain matters where losses are deemed probable and reasonably estimable. There are other claims and legal proceedings pending against the Company for which accruals have not been established. It is reasonably possible that some of these matters could result in an unfavorable judgment against the Company and could require payment of claims in amounts that cannot be estimated at September 26, 2020. Based upon current information, management does not expect any of the claims or legal proceedings pending against the Company to have a material impact on the Company’s consolidated financial statements.

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Note 15 Subsequent events

During October of 2020, the Company settled obligations associated with approximately 8,000 retired participants within our U.S. defined benefit pension plan to reduce pension obligations and administrative expenses. A group annuity contract was purchased on behalf of these participants with a third-party insurance provider resulting in a reduction of the Company's pension benefit obligations and plan assets of approximately $470 million.

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KELLOGG COMPANY

PART I—FINANCIAL INFORMATION

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Business overview

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to help the reader understand Kellogg Company, our operations and our present business environment. MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying notes thereto contained in Item 1 of this report. Our MD&A references consumption and net sales in discussing our sales trends for certain categories and brands.  We record net sales upon delivery of shipments to our customers.  Consumption and share data noted within is based on Nielsen x-AOC or other comparable source, for the applicable period. Consumption refers to consumer purchases of our products from our customers. Unless otherwise noted, consumption and shipment trends are materially consistent.

For more than 110 years, consumers have counted on Kellogg for great-tasting, high-quality and nutritious foods. These foods include snacks, such as crackers, savory snacks, toaster pastries, cereal bars and bites; and convenience foods, such as, ready-to-eat cereals, frozen waffles, veggie foods and noodles. Kellogg products are manufactured and marketed globally.

COVID-19 Response

In March 2020, the World Health Organization categorized the novel coronavirus (COVID-19) as a pandemic, and it has spread across the world.  To limit the spread of COVID-19, governments took various actions to slow and otherwise control the spread of COVID-19, including the issuance of stay-at-home orders and social distancing guidelines. While many governments have eased stay-at-home orders, some governments have taken steps to reimplement restrictions. The Company has taken proactive steps to protect our people and otherwise mitigate the impact to our business. The Company’s business has been designated as “essential services”, “critical infrastructure” and the like by governments where we operate. The Company has taken numerous measures during the pandemic to fulfill our key objectives: 1) ensuring the health and safety of our employees, 2) safely producing and delivering our foods to customers and consumers, 3) supporting the communities in which we operate, and 4) maintaining financial flexibility. Our efforts have been led by the Company’s Executive Committee, a committee composed of senior leaders, and our global Crisis Management Process. As part of that process, we have worked closely with medical, regulatory and other experts as we deliver on our objectives.

Employee health and safety

The health and safety of our employees is our top priority. As a result, the Company has designed and implemented a number of actions across the business. From the outset of the pandemic, the Company restricted travel and visitors to its facilities, prohibited external group meetings and established quarantine procedures for any potentially exposed employees. The Company subsequently required employees who could do so to work remotely to further minimize the exposure of our employees to COVID-19. At this time, most of our office employees continue to work remotely. For those who are not able to work remotely, the Company implemented new protocols at all of our facilities to protect our employees, including temperature checks, social distancing, response plans, face coverings, contact tracing, enhanced sanitation procedures, and additional personal protection equipment

Maintain our ability to produce and deliver essential food supply

In addition to our efforts to keep our people safe, the Company has taken several actions to ensure that we maintain our ability to operate effectively during this pandemic, providing our foods to our customers and consumers. While we have experienced limited disruption in the operation of our facilities, we are taking the appropriate actions to ensure the continuity of our business. We are working proactively with our suppliers to maintain our supply of raw materials and packaging during this time of increased demand for our products. We have secured access to contracted labor forces. We have made incremental investments in our workforce, additional warehouse capacity and increased access to transportation so that our products are delivered in a timely manner to our customers. In conjunction with our management of production capacity, we have simplified our operations (as well as our customers' operations) by prioritizing our offerings to increase the supply of our most demanded products to our customers, as well as delaying innovation launches and commercial activities. At the same time, the Company reinforced food safety practices across our manufacturing network.

We have partnered with our strategic technology providers in order to maintain support for our critical business and finance systems as well as additional network bandwidth and support for the transition to a work-from-home

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environment. We have worked to mitigate system-related risks in this environment through heightened monitoring of cybersecurity and network capacity as well as reevaluation of contingency plans.

Community support

Kellogg is a company with a heart and soul, and we are working together across our company to help our food bank partners and neighbors in need. Kellogg and our charitable funds have donated cash and food to global COVID-19 hunger relief efforts. As always, through our global Kellogg’s® Better Days purpose platform, we help deliver critical nourishment to people when they need it most. Local governments have identified food security as a top priority in their fight against COVID-19. With school and business closures and “shelter-at-home” mandates, Kellogg is providing support to our food bank partners on the front-lines, helping those who may not know where their next meal is coming from.

Maintain financial flexibility

At this time, the COVID-19 pandemic has not materially impacted our liquidity and we anticipate current cash and marketable security balances, operating cash flows, together with our credit facilities and other financing sources including commercial paper, credit and bond markets, will be adequate to meet our operating, investing and financing needs. We expect cash provided by operating activities of $1.8-$1.9 billion and capital expenditures of approximately $500 million in 2020. We currently have $2.5 billion of unused revolving credit agreements, including $1.5 billion effective through 2023 and $1.0 billion effective through January 2021, as well as continued access to the commercial paper markets. We are currently in compliance with all debt covenants and do not have material uncertainty about our ability to maintain compliance in future periods. In May, we issued $500 million of ten-year 2.10% Notes in anticipation of our $600 million December maturity. We continue to utilize available capacity within the Monetization Programs to maintain financial flexibility without negatively impacting working capital. Additionally, we utilized certain aspects of the Coronavirus Aid, Relief and Economic Security Act, to delay the employer share of certain U.S. payroll taxes until 2021 and 2022. Our utilization does not include a government loan and is not expected to result in any restrictions on the Company’s decisions on executive compensation, payment of dividends, or share buy-back programs. As the impact of COVID-19 on the economy and our operations evolves, we will continue to assess our liquidity needs.

Monitoring future impacts

The severity, magnitude and duration of the current COVID-19 pandemic is uncertain and rapidly changing. The Company is actively monitoring the pandemic and related governmental actions as they continue to develop and evolve. We will adjust our mitigation strategies as necessary to address any changing health, operational or financial risks that may arise. Beginning in March, the Company experienced a significant increase in demand for our retail products as consumers stocked up on food for at-home consumption in those markets. While this demand has moderated for certain products, we will continue to manage our production capacity during this period of high demand. We continue to monitor the business for adverse impacts of the pandemic, including volatility in the foreign exchange markets, reduced demand in our away from home businesses, supply-chain disruptions in certain markets, increased costs of employee safety and maintaining food supply, and lower revenues for certain emerging market countries with a higher concentration of traditional trade outlets. In the event the Company experiences adverse impacts from the above or other factors, the Company would also evaluate the need to perform interim impairment tests for the Company’s goodwill, indefinite lived intangible assets, investments in unconsolidated affiliates and property, plant and equipment. There can be no assurance that volatility and/or disruption in the global capital and credit markets will not impair our ability to access these markets on terms acceptable to us, or at all. See further discussion within Future Outlook.

Segments

On July 28, 2019, we completed the sale of selected cookies, fruit and fruit-flavored snacks, pie crusts, and ice cream cones businesses to Ferrero International S.A. (“Ferrero”) for $1.3 billion in cash, on a cash-free, debt-free basis and subject to a working capital adjustment mechanism. The operating results for these businesses were included in our North America and Latin America reportable segments prior to the sale.

We manage our operations through four operating segments that are based primarily on geographic location – North America which includes the U.S. businesses and Canada; Europe which consists principally of European countries; Latin America which consists of Central and South America and includes Mexico; and AMEA (Asia Middle East Africa) which consists of Africa, Middle East, Australia and other Asian and Pacific markets. These operating segments also represent our reportable segments.

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Non-GAAP financial measures

This filing includes non-GAAP financial measures that we provide to management and investors that exclude certain items that we do not consider part of on-going operations. Items excluded from our non-GAAP financial measures are discussed in the "Significant items impacting comparability" section of this filing. Our management team consistently utilizes a combination of GAAP and non-GAAP financial measures to evaluate business results, to make decisions regarding the future direction of our business, and for resource allocation decisions, including incentive compensation. As a result, we believe the presentation of both GAAP and non-GAAP financial measures provides investors with increased transparency into financial measures used by our management team and improves investors’ understanding of our underlying operating performance and in their analysis of ongoing operating trends. All historic non-GAAP financial measures have been reconciled with the most directly comparable GAAP financial measures.

Non-GAAP financial measures used for evaluation of performance include currency-neutral and organic net sales, adjusted and currency-neutral adjusted operating profit, adjusted and currency-neutral adjusted diluted earnings per share (EPS), currency-neutral adjusted gross profit, currency neutral adjusted gross margin, adjusted other income (expense), net debt, and cash flow. We determine currency-neutral results by dividing or multiplying, as appropriate, the current-period local currency operating results by the currency exchange rates used to translate our financial statements in the comparable prior-year period to determine what the current period U.S. dollar operating results would have been if the currency exchange rate had not changed from the comparable prior-year period. These non-GAAP financial measures may not be comparable to similar measures used by other companies.

•Currency-neutral net sales and organic net sales: We adjust the GAAP financial measure to exclude the impact of foreign currency, resulting in currency-neutral net sales. In addition, we exclude the impact of acquisitions, divestitures, foreign currency, and differences in shipping days resulting in organic net sales. We excluded the items which we believe may obscure trends in our underlying net sales performance. By providing these non-GAAP net sales measures, management intends to provide investors with a meaningful, consistent comparison of net sales performance for the Company and each of our reportable segments for the periods presented. Management uses these non-GAAP measures to evaluate the effectiveness of initiatives behind net sales growth, pricing realization, and the impact of mix on our business results. These non-GAAP measures are also used to make decisions regarding the future direction of our business, and for resource allocation decisions.

•Adjusted: operating profit and diluted EPS: We adjust the GAAP financial measures to exclude the effect of restructuring programs, mark-to-market adjustments for pension plans (service cost, interest cost, expected return on plan assets, and other net periodic pension costs are not excluded), commodities and certain foreign currency contracts, multi-employer pension plan withdrawal liabilities, the gain on the divestiture of selected cookies, fruit snacks, pie crusts, and ice cream cone businesses, and other costs impacting comparability resulting in adjusted. We excluded the items which we believe may obscure trends in our underlying profitability. By providing these non-GAAP profitability measures, management intends to provide investors with a meaningful, consistent comparison of the Company's profitability measures for the periods presented. Management uses these non-GAAP financial measures to evaluate the effectiveness of initiatives intended to improve profitability, as well as to evaluate the impacts of inflationary pressures and decisions to invest in new initiatives within each of our segments.

•Currency-neutral adjusted: gross profit, gross margin, operating profit, and diluted EPS: We adjust the GAAP financial measures to exclude the effect of restructuring programs, mark-to-market adjustments for pension plans (service cost, interest cost, expected return on plan assets, and other net periodic pension costs are not excluded), commodities and certain foreign currency contracts, multi-employer pension plan withdrawal liabilities, the gain on the divestiture of selected cookies, fruit snacks, pie crusts, and ice cream cone businesses, other costs impacting comparability, and foreign currency, resulting in currency-neutral adjusted. We excluded the items which we believe may obscure trends in our underlying profitability. By providing these non-GAAP profitability measures, management intends to provide investors with a meaningful, consistent comparison of the Company's profitability measures for the periods presented. Management uses these non-GAAP financial measures to evaluate the effectiveness of initiatives intended to improve profitability, as well as to evaluate the impacts of inflationary pressures and decisions to invest in new initiatives within each of our segments.

•Adjusted effective income tax rate: We adjust the GAAP financial measures to exclude the effect of restructuring programs, mark-to-market adjustments for pension plans (service cost, interest cost, expected

32

return on plan assets, and other net periodic pension costs are not excluded), commodities and certain foreign currency contracts, multi-employer pension plan withdrawal liabilities, the gain on the divestiture of selected cookies, fruit snacks, pie crusts, and ice cream cone businesses, and other costs impacting comparability. In addition, we have excluded an adjustment for the reversal of a liability for uncertain tax positions, resulting from the finalization of a tax examination. The liability was related to the Company's estimate of the transition tax liability in conjunction with the finalization of accounting under Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act. We excluded the items which we believe may obscure trends in our pre-tax income and the related tax effect of those items on our adjusted effective income tax rate. By providing this non-GAAP measure, management intends to provide investors with a meaningful, consistent comparison of the Company's effective tax rate, excluding the pre-tax income and tax effect of the items noted above, for the periods presented. Management uses this non-GAAP measure to monitor the effectiveness of initiatives in place to optimize our global tax rate.

•Net debt: Defined as the sum of long-term debt, current maturities of long-term debt and notes payable,

less cash and cash equivalents and marketable securities. With respect to net debt, cash and cash equivalents and marketable securities are subtracted from the GAAP measure, total debt liabilities, because they could be used to reduce the Company’s debt obligations. Company management and investors use this non-GAAP measure to evaluate changes to the Company's capital structure and credit quality assessment.

•Cash flow: Defined as net cash provided by operating activities reduced by expenditures for property additions. Cash flow does not represent the residual cash flow available for discretionary expenditures. We use this non-GAAP financial measure of cash flow to focus management and investors on the amount of cash available for debt repayment, dividend distributions, acquisition opportunities, and share repurchases once all of the Company’s business needs and obligations are met. Additionally, certain performance-based compensation includes a component of this non-GAAP measure.

These measures have not been calculated in accordance with GAAP and should not be viewed as a substitute for GAAP reporting measures.

Significant items impacting comparability

Mark-to-market accounting for pension plans, commodities and certain foreign currency contracts

We recognize mark-to-market adjustments for pension plans, commodity contracts, and certain foreign currency contracts as incurred. Actuarial gains/losses for pension plans are recognized in the year they occur. Changes between contract and market prices for commodities contracts and certain foreign currency contracts result in gains/losses that are recognized in the quarter they occur. We recorded a pre-tax mark-to-market benefit of $3 million and pre-tax mark-to-market expense of $71 million for the quarter and year-to-date periods ended September 26, 2020, respectively. Included within the aforementioned was a pre-tax mark-to-market expense for pension plans of $7 million and $64 million for the quarter and year-to-date periods ended September 26, 2020, respectively. Additionally, we recorded a pre-tax mark-to-market benefit of $21 million and $15 million for the quarter and year-to-date periods ended September 28, 2019, respectively. Included within the aforementioned was a pre-tax mark-to-market benefit for pension plans of $32 million and $22 million for the quarter and year-to-date periods ended September 28, 2019, respectively.

Project K

In 2019, the Company completed implementation of all Project K initiatives. We recorded pre-tax charges related to this program of $15 million and $38 million for the quarter and year-to-date periods ended September 28, 2019, respectively.

Brexit impacts

During 2019, with the uncertainty of the United Kingdom's (U.K.) exit from the European Union (EU), commonly referred to as Brexit, we incurred certain costs to proactively prepare for the potential adverse impacts, such as delays at ports of entry and departure. As a result, we incurred pretax charges of $1 million and $7 million for the quarter and year-to-date periods ended September 28, 2019, respectively.

33

Business and portfolio realignment

One-time costs related to reorganizations in support of our Deploy for Growth priorities and a reshaped portfolio; investments in enhancing capabilities prioritized by our Deploy for Growth strategy; and completed and prospective divestitures and acquisitions, including the divestiture of our cookies, fruit snacks, pie crusts, and ice-cream cone businesses. As a result, we incurred pre-tax charges, primarily related to reorganizations, of $23 million for the year-to-date period ended September 26, 2020. We also recorded pre-tax charges of $21 million and $135 million for the quarter and year-to-date periods ended September 28, 2019, respectively.

Multi-employer pension plan withdrawal

During the third quarter of 2019, the Company incurred a pre-tax charge of $132 million due to withdrawing from two multi-employer pension plans. During the second quarter of 2020, the Company recorded a pre-tax gain of approximately $5 million related to the settlement of one multi-employer pension plan withdrawal liability from the prior year.

Divestiture

On July 28, 2019, the Company completed its sale of selected cookies, fruit and fruit-flavored snacks, pie crusts, and ice cream cones businesses to Ferrero for approximately $1.3 billion in cash, subject to a working capital adjustment mechanism.  The operating results for these businesses were included primarily in our North America reportable segment, and to a lesser extent, Latin America, prior to the sale. Reported net sales for the divested businesses totaled $55 million and $562 for the quarter and year-to-date periods ended September 28, 2019.

U.S. Tax Reform

During the third quarter of 2020, the Company reversed a liability for uncertain tax positions of $32 million, related to the finalization of a tax examination. The liability was related to the Company's estimate of the transition tax liability in conjunction with the finalization of accounting under Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act.

Foreign currency translation

We evaluate the operating results of our business on a currency-neutral basis. We determine currency-neutral operating results by dividing or multiplying, as appropriate, the current-period local currency operating results by the currency exchange rates used to translate our financial statements in the comparable prior-year period to determine what the current period U.S. dollar operating results would have been if the currency exchange rate had not changed from the comparable prior-year period.

Financial results

For the quarter ended September 26, 2020, our reported net sales increased 1.7% versus the prior year as strong organic net sales growth was partially offset by our final month lapping results from the businesses divested at the end of July 2019 and unfavorable foreign currency. Demand for packaged foods for at-home consumption remained elevated as a result of the pandemic, although moderating from the previous quarter. This growth more than offset a decline in away-from-home channel net sales. Organic net sales increased 4.5% from the prior year after excluding the impact of the divestiture and foreign currency.

Third quarter reported operating profit increased 56% versus the year-ago quarter due primarily to substantially lower charges for multi-employer pension plan withdrawal, business and portfolio realignment, and Project K, as well as higher net sales and favorable mark-to-market impacts. These impacts were partially offset by higher expense for advertising and promotion and performance-based compensation, and the impact of the divestiture. Currency-neutral adjusted operating profit decreased 9.1%, after excluding the impact of the multi-employer pension plan withdrawal, mark-to-market, and business and portfolio realignment.

Reported diluted EPS of $1.01 for the quarter was up 40% compared to the prior year quarter of $0.72 due primarily to higher operating profit, a lower tax rate due to the release of reserves for uncertain tax positions related to U.S. Tax reform, and lower interest expense. These impacts were partially offset by higher advertising and promotion and performance-based compensation costs, unfavorable year-over-year mark-to-market impacts, and the prior year gain on the divestiture. Currency-neutral adjusted diluted EPS of $0.91 for the quarter decreased 11.7% compared to prior year quarter of $1.03, after excluding the impact of multi-employer pension plan withdrawal, gain on divestiture, U.S. Tax Reform, mark-to-market, and business and portfolio realignment.

34

Reconciliation of certain non-GAAP Financial Measures

	Quarter ended					Year-to-date period ended
Consolidated results (dollars in millions, except per share data)	September 26, 2020			September 28, 2019		September 26, 2020			September 28, 2019
Reported net income	$	348		$	247	$	1,046		$	815
Mark-to-market (pre-tax)	3			21		(71)			15
Project K (pre-tax)	—			(15)		—			(38)
Brexit impacts (pre-tax)	—			(1)		—			(7)
Business and portfolio realignment (pre-tax)	—			(21)		(23)			(135)
Multi-employer pension plan withdrawal (pre-tax)	—			(132)		5			(132)
Gain on divestiture (pre-tax)	—			55		—			55
Income tax impact applicable to adjustments, net*	(1)			(13)		22			21
U.S. Tax Reform	32			—		32			—
Adjusted net income	$	313		$	353	$	1,080		$	1,036
Foreign currency impact	(2)			—		(15)			—
Currency-neutral adjusted net income	$	315		$	353	$	1,095		$	1,036
Reported diluted EPS	$	1.01		$	0.72	$	3.03		$	2.38
Mark-to-market (pre-tax)	0.01			0.06		(0.21)			0.04
Project K (pre-tax)	—			(0.04)		—			(0.11)
Brexit impacts (pre-tax)	—			—		—			(0.02)
Business and portfolio realignment (pre-tax)	—			(0.06)		(0.06)			(0.39)
Multi-employer pension plan withdrawal (pre-tax)	—			(0.39)		0.01			(0.39)
Gain on divestiture (pre-tax)	—			0.16		—			0.16
Income tax impact applicable to adjustments, net*	—			(0.04)		0.07			0.06
U.S. Tax Reform	0.09			—		0.09			—
Adjusted diluted EPS	$	0.91		$	1.03	$	3.13		$	3.03
Foreign currency impact	—			—		(0.04)			—
Currency-neutral adjusted diluted EPS	$	0.91		$	1.03	$	3.17		$	3.03
Currency-neutral adjusted diluted EPS growth	(11.7)		%			4.6		%

Note: Tables may not foot due to rounding.

For more information on the reconciling items in the table above, please refer to the Significant items impacting comparability section.

* Represents the estimated income tax effect on the reconciling items, using weighted-average statutory tax rates, depending upon the applicable jurisdiction.

35

Net sales and operating profit

The following tables provide an analysis of net sales and operating profit performance for the third quarter of 2020 versus 2019: 

Quarter ended September 26, 2020
(millions)	North America			Europe			Latin America			AMEA			Corporate			Kellogg Consolidated
Reported net sales	$	2,059		$	552		$	236		$	582		$	—		$	3,429
Foreign currency impact on total business (inc)/dec	(1)			21			(39)			(18)			—			(37)
Organic net sales	$	2,059		$	531		$	275		$	600		$	—		$	3,466
Quarter ended September 28, 2019
(millions)
Reported net sales	$	2,059		$	527		$	244		$	542		$	—		$	3,372
Divestiture	54			—			1			—			—			55
Organic net sales	$	2,005		$	527		$	242		$	542		$	—		$	3,317
% change - 2020 vs. 2019:
Reported growth	—		%	4.7		%	(3.0)		%	7.3		%	—		%	1.7		%
Foreign currency impact on total business (inc)/dec	—		%	4.0		%	(16.0)		%	(3.4)		%	—		%	(1.1)		%
Currency-neutral growth	—		%	0.7		%	13.0		%	10.7		%	—		%	2.8		%
Divestiture	(2.7)		%	—		%	(0.4)		%	—		%	—		%	(1.7)		%
Organic growth	2.7		%	0.7		%	13.4		%	10.7		%	—		%	4.5		%
Volume (tonnage)	2.2		%	(1.6)		%	6.8		%	7.1		%	—		%	3.3		%
Pricing/mix	0.5		%	2.3		%	6.6		%	3.6		%	—		%	1.2		%

Note: Tables may not foot due to rounding.

For more information on the reconciling items in the table above, please refer to the Significant items impacting comparability section.

36

Quarter ended September 26, 2020
(millions)	North America			Europe			Latin America			AMEA			Corporate			Kellogg Consolidated
Reported operating profit	$	321		$	62		$	31		$	59		$	(62)		$	411
Mark-to-market	—			—			—			—			10			10
Business and portfolio realignment	—			—			—			—			—			—
Multi-employer pension plan withdrawal	—			—			—			—			—			—
Adjusted operating profit	$	321		$	62		$	31		$	59		$	(72)		$	400
Foreign currency impact	—			2			(5)			(1)			1			(3)
Currency-neutral adjusted operating profit	$	321		$	60		$	36		$	59		$	(73)		$	403
Quarter ended September 28, 2019
(millions)
Reported operating profit	$	208		$	68		$	23		$	53		$	(89)		$	263
Mark-to-market	—			—			—			—			(11)			(11)
Project K	(9)			(1)			(4)			—			—			(15)
Brexit impacts	—			(1)			—			—			—			(1)
Business and portfolio realignment	(2)			1			—			(2)			(18)			(21)
Multi-employer pension plan exit liability	(132)			—			—			—			—			(132)
Adjusted operating profit	$	351		$	69		$	28		$	56		$	(61)		$	444
% change - 2020 vs. 2019:
Reported growth	54.1		%	(8.9)		%	34.3		%	8.8		%	30.8		%	55.9		%
Mark-to-market	—		%	—		%	—		%	—		%	22.2		%	10.0		%
Project K	6.5		%	1.1		%	21.3		%	—		%	0.1		%	7.2		%
Brexit impacts	—		%	1.8		%	—		%	—		%	—		%	0.7		%
Business and portfolio realignment	1.7		%	(2.2)		%	0.1		%	4.5		%	26.4		%	9.4		%
Multi-employer pension plan withdrawal	54.8		%	—		%	—		%	—		%	—		%	38.3		%
Adjusted growth	(8.9)		%	(9.6)		%	12.9		%	4.3		%	(17.9)		%	(9.7)		%
Foreign currency impact	—		%	3.3		%	(17.0)		%	(1.7)		%	1.3		%	(0.6)		%
Currency-neutral adjusted growth	(8.9)		%	(12.9)		%	29.9		%	6.0		%	(19.2)		%	(9.1)		%

Note: Tables may not foot due to rounding.

For more information on the reconciling items in the table above, please refer to the Significant items impacting comparability section.

North America

Reported net sales for the third quarter were flat versus the prior year due primarily to strong organic net sales growth offset by our final month lapping results from the businesses divested at the end of July 2019. Demand for packaged foods for at-home consumption remained elevated as a result of the pandemic, although moderating from the previous quarter. Net sales in away-from-home channels declined. Organic net sales increased 2.7% after excluding the impact of the divestiture.

Net sales % change - third quarter 2020 vs. 2019:
North America	Reported net sales		Foreign currency		Currency-neutral net sales		Divestiture		Organic net sales
Snacks	(2.0)	%	—	%	(2.0)	%	(5.6)	%	3.6	%
Cereal	0.5	%	(0.1)	%	0.6	%	—	%	0.6	%
Frozen	7.3	%	(0.1)	%	7.4	%	—	%	7.4	%

North America snacks net sales decreased 2.0% due primarily to our final month lapping results from the businesses divested at the end of July 2019. Organic net sales increased 3.6% in the quarter due to high demand for packaged foods for at-home consumption as a result of the pandemic. Cracker consumption in the U.S. outpaced mid-single-digit growth in the category, led by Cheez-it, Club, Townhouse and Carr's. In salty snacks, Pringles posted double-digit consumption growth during the quarter, despite softness in on-the-go pack formats.

37

North America cereal net sales increased 0.5% during the third quarter, as pandemic-related consumption growth slowed from the previous quarter and net sales in away-from-home channels declined. U.S. cereal consumption grew faster than the category, led by Mini-Wheats and Special K.

North America frozen foods net sales increased 7.3% during the third quarter, driven by double-digit consumption growth of Eggo and Morningstar Farms partially offset by declines in away-from-home channels and phasing out of certain non-core products. In frozen veggie foods, our MorningStar Farms brand grew consumption nearly 18% in the quarter, with growth being limited by capacity limitations. In frozen breakfast, our Eggo brand grew share on strong growth in waffles, French toast, and pancakes.

Canada net sales increased, despite unfavorable foreign currency, due to growth in cereal and frozen foods resulting from share gains as well as pandemic-related consumption growth.

North America operating profit increased 54% due primarily to lapping prior year charges for multi-employer pension plan withdrawal and Project K. These impacts were partially offset by higher expense for advertising and promotion, incremental COVID-19-related expenses, and the impact of the divestiture. Currency-neutral adjusted operating profit decreased 8.9%, after excluding the impact of multi-employer pension withdrawal, Project K, and business and portfolio realignment.

Europe

Reported net sales increased 4.7% due primarily to favorable foreign currency translation, as pandemic-related consumption growth slowed from the previous quarter and net sales in away-from-home channels declined. Organic net sales increased 0.7%.

Cereal net sales growth for the quarter was driven largely by consumption and share growth in developed markets. Snacks net sales declined due primarily to portable wholesome snacks category weakness as a result of reduced demand for on-the-go foods and pack formats during the pandemic, partially offset by growth in consumption and share for Pringles in the U.K.

Reported operating profit decreased 8.9% due primarily to higher advertising and promotion costs and incremental COVID-19-related expenses. Currency-neutral adjusted operating profit decreased 12.9% after excluding the impact of foreign currency, Project K, and business and portfolio realignment.

Latin America

Reported net sales decreased 3.0% due primarily to unfavorable foreign currency impacts partially offset by higher sales volume. Organic net sales increased 13.4%, after excluding the impact of the divestiture, and foreign currency.

Cereal net sales growth was led by growth in Mexico, Caricam, and Brazil due to elevated demand in modern trade channels. Snacks net sales increased slightly due to growth in Brazil, where local production and a new distributor are benefiting Pringles, and share gains in cookies.

Reported operating profit increased 34% due to higher organic net sales, and lack of Project K costs, partially offset by unfavorable foreign currency. Currency-neutral adjusted operating profit increased almost 30% after excluding the impact of foreign currency and Project K.

AMEA

Reported net sales increased 7.3% due to broad-based growth across the region and categories, partially offset by unfavorable foreign currency. Organic net sales increased almost 11% after excluding the impact of foreign currency.

Cereal net sales growth was driven by elevated demand in modern trade channels and share gains in Australia, South Korea, Saudi Arabia, and South Africa.

Snacks net sales increased due primarily to strong growth in Pringles, reflecting increased investment in advertising and promotion during the quarter.

Reported operating profit increased 8.8% due primarily to operating leverage from higher net sales and the lapping of prior year business and portfolio realignment charges, partially offset by higher advertising and promotion costs

38

and unfavorable foreign currency. Currency-neutral adjusted operating profit increased 6.0%, after excluding the impact of business and portfolio realignment, and foreign currency.

Corporate

Reported operating profit increased $27 million versus the comparable prior year quarter due primarily to lower business and portfolio realignment charges, and favorable mark-to-market impacts, partially offset by higher performance-based compensation costs. Currency-neutral adjusted operating profit decreased $12 million from the prior year after excluding the impact of mark-to-market and business and portfolio realignment.

The following tables provide an analysis of net sales and operating profit performance for the year-to-date periods ended September 26, 2020 versus September 28, 2019: 

Year-to-date period ended September 26, 2020
(millions)	North America			Europe			Latin America			AMEA			Corporate			Kellogg Consolidated
Reported net sales	$	6,323		$	1,624		$	686		$	1,673		$	—		$	10,306
Foreign currency impact on total business (inc)/dec	(9)			(11)			(107)			(66)			—			(193)
Organic net sales	$	6,332		$	1,635		$	792		$	1,739		$	—		$	10,499
Year-to-date period ended September 28, 2019
(millions)
Reported net sales	$	6,496		$	1,566		$	707		$	1,586		$	—		$	10,355
Divestiture	556			—			6			—			—			562
Organic net sales	$	5,940		$	1,566		$	702		$	1,586		$	—		$	9,794
% change - 2020 vs. 2019:
Reported growth	(2.7)		%	3.7		%	(3.1)		%	5.5		%	—		%	(0.5)		%
Foreign currency impact on total business (inc)/dec	(0.2)		%	(0.7)		%	(15.1)		%	(4.2)		%	—		%	(1.9)		%
Currency-neutral growth	(2.5)		%	4.4		%	12.0		%	9.7		%	—		%	1.4		%
Divestiture	(9.1)		%	—		%	(0.9)		%	—		%	—		%	(5.8)		%
Organic growth	6.6		%	4.4		%	12.9		%	9.7		%	—		%	7.2		%
Volume (tonnage)	6.7		%	5.3		%	9.4		%	8.9		%	—		%	7.3		%
Pricing/mix	(0.1)		%	(0.9)		%	3.5		%	0.8		%	—		%	(0.1)		%

Note: Tables may not foot due to rounding.

For more information on the reconciling items in the table above, please refer to the Significant items impacting comparability section.

39

Year-to-date period ended September 26, 2020
(millions)	North America			Europe			Latin America			AMEA			Corporate			Kellogg Consolidated
Reported operating profit	$	1,151		$	224		$	84		$	142		$	(225)		$	1,376
Mark-to-market	—			—			—			—			(7)			(7)
Business and portfolio realignment	1			(3)			(4)			(12)			(4)			(23)
Multi-employer pension plan withdrawal	5			—			—			—			—			5
Adjusted operating profit	$	1,145		$	227		$	88		$	155		$	(214)		$	1,401
Foreign currency impact	(1)			(2)			(12)			(6)			2			(20)
Currency-neutral adjusted operating profit	$	1,146		$	229		$	100		$	161		$	(216)		$	1,421
Year-to-date period ended September 28, 2019
(millions)
Reported operating profit	$	910		$	164		$	61		$	145		$	(239)		$	1,041
Mark-to-market	—			—			—			—			(7)			(7)
Project K	(23)			(2)			(8)			(4)			—			(38)
Brexit impacts	—			(7)			—			—			—			(7)
Business and portfolio realignment	(55)			(35)			(2)			(4)			(39)			(135)
Multi-employer pension plan exit liability	(132)			—			—			—			—			(132)
Adjusted operating profit	$	1,120		$	208		$	72		$	153		$	(193)		$	1,361
% change - 2020 vs. 2019:
Reported growth	26.5		%	36.7		%	37.4		%	(2.0)		%	5.7		%	32.1		%
Mark-to-market	—		%	—		%	—		%	—		%	(0.1)		%	0.2		%
Project K	3.2		%	1.9		%	16.8		%	2.4		%	0.1		%	4.6		%
Brexit impacts	—		%	5.5		%	—		%	—		%	—		%	0.8		%
Business and portfolio realignment	6.9		%	20.4		%	(2.6)		%	(5.3)		%	16.8		%	12.1		%
Multi-employer pension plan withdrawal	14.2		%	—		%	—		%	—		%	—		%	11.5		%
Adjusted growth	2.2		%	8.9		%	23.2		%	0.9		%	(11.1)		%	2.9		%
Foreign currency impact	(0.1)		%	(1.1)		%	(17.0)		%	(4.0)		%	0.8		%	(1.5)		%
Currency-neutral adjusted growth	2.3		%	10.0		%	40.2		%	4.9		%	(11.9)		%	4.4		%

Note: Tables may not foot due to rounding.

For more information on the reconciling items in the table above, please refer to the Significant items impacting comparability section.

North America

Reported net sales decreased 2.7% versus the prior year-to-date period, due primarily to the absence of results from the businesses divested in July 2019, partially offset by strong organic growth. Net sales growth was driven by the acceleration of demand for snacks, cereal, and frozen food as consumers increased purchases of food for at-home consumption due to the pandemic, though this has moderated in the third quarter. This acceleration of demand was partly offset by a related decline in net sales in away-from-home channels. Organic net sales increased 6.6% after excluding the impact of the divestiture and foreign currency.

Net sales % change - third quarter year-to-date 2020 vs. 2019:
North America	Reported net sales		Foreign currency		Currency-neutral net sales		Divestiture		Organic net sales
Snacks	(11.1)	%	(0.1)	%	(11.0)	%	(17.7)	%	6.7	%
Cereal	9.1	%	(0.3)	%	9.4	%	—	%	9.4	%
Frozen	8.8	%	(0.1)	%	8.9	%	—	%	8.9	%

North America snacks net sales decreased 11% due to the absence of the divested businesses, whose results were seasonally weighted to the first half of the year. Organic net sales increased 6.7% due to high demand for packaged foods for at-home consumption as a result of the pandemic.

North America cereal and frozen foods net sales grew 9.1% and 8.8%, respectively, due to elevated demand for packaged foods for at-home consumption as a result of the pandemic.

40

Canada net sales growth was led by cereal and frozen foods, resulting from market share gains as well as pandemic-related consumption growth despite unfavorable foreign currency.

North America reported operating profit increased 27% due primarily to higher net sales and operating leverage, and the lapping of prior year charges for multi-employer pension plan withdrawal and Project K, partially offset by the absence of results from the divested businesses. Currency-neutral adjusted operating profit increased 2.3%, after excluding the impact of multi-employer pension plan withdrawal, business and portfolio realignment, Project K and foreign currency.

Europe

Reported net sales increased 3.7% due to elevated demand for at-home consumption of cereal partially offset by unfavorable foreign currency. Organic net sales increased 4.4%.

Cereal net sales growth for the year-to-date period was driven largely by accelerated consumption in our developed markets as a result of the pandemic.

Snacks net sales declined slightly as a result of reduced demand for on-the-go foods and pack formats during the pandemic and a reduction in advertising and promotional activity in the first half of the year related to Pringles .

Reported operating profit increased 37% due primarily to lower business and portfolio realignment costs. Currency-neutral adjusted operating profit increased 10% after excluding the impact of business and portfolio realignment, Project K, and foreign currency.

Latin America

Reported net sales decreased 3.1% due primarily to the impact of unfavorable foreign currency and the divestiture. Organic net sales increased 13%, after excluding the impact of the divestiture and foreign currency. Organic net sales growth was driven by higher cereal sales, which accelerated during the pandemic as consumers increased purchases of food for at-home consumption in modern trade channels as a result of the pandemic.

Cereal net sales growth was led by growth in Mexico, Caricam, and Brazil.

Snacks net sales declined during the year-to-date period due to shut-downs of high frequency stores and diminished on-the-go snacking occasions during the pandemic.

Reported operating profit increased 37% due to operating leverage from higher net sales volume and lapping of prior year Project K costs, partially offset by unfavorable foreign currency. Currency-neutral adjusted operating profit increased 40% after excluding the impact of foreign currency, Project K, and business and portfolio realignment.

AMEA

Reported net sales improved 5.5% due to growth in cereal, snacks, and noodles during the year-to-date period, partially offset by unfavorable foreign currency. Organic net sales increased 9.7% after excluding the impact of foreign currency.

Cereal net sales growth for the region was driven by elevated demand for at-home consumption of our products in developed markets, primarily Japan and Australia, as well as emerging markets in our MENAT business.

Snacks net sales increased despite pandemic-related disruptions, slowing economies in the region, and unfavorable foreign currency. Growth was led by Pringles, which gained share in in key markets within Asia, Africa, and the Middle East.

Noodles net sales growth during the period, reflecting the expansion of our business in the Middle East and South Africa.

Reported operating profit decreased 2.0% due primarily to the negative impact of foreign currency and higher business and portfolio realignment charges, partially offset by the impact of higher net sales volume. Currency-neutral adjusted operating profit increased 4.9%, after excluding the impact of business and portfolio realignment, Project K, and foreign currency.

41

Corporate

Reported operating profit increased $14 million versus the comparable prior year-to-date period due primarily to lower business and portfolio realignment costs during the current year, partially offset by higher performance-based compensation costs. Currency-neutral adjusted operating profit decreased $23 million from the prior year-to-date period after excluding the impact of business and portfolio realignment and foreign currency.

Margin performance

Our currency-neutral adjusted gross profit and gross profit margin performance for the quarter ended September 26, 2020 and September 28, 2019 are reconciled to the directly comparable GAAP measures as follows:

Quarter ended	September 26, 2020				September 28, 2019				GM change vs. prior year (pts.)
	Gross Profit (a)		Gross Margin (b)		Gross Profit (a)		Gross Margin (b)
Reported	$	1,200	35.0	%	$	1,000	29.7	%	5.3
Mark-to-market	11		0.3	%	(12)		(0.3)	%	0.6
Project K	—		—	%	(13)		(0.4)	%	0.4
Brexit impacts	—		—	%	(1)		(0.1)	%	0.1
Business and portfolio realignment	—		—	%	(3)		—	%	—
Multi-employer pension plan withdrawal	—		—	%	(132)		(4.0)	%	4.0
Foreign currency impact	(10)		0.1	%	—		—	%	0.1
Currency-neutral adjusted	$	1,199	34.6	%	$	1,162	34.5	%	0.1

Note: Tables may not foot due to rounding.

For more information on the reconciling items in the table above, please refer to the Significant items impacting comparability section.

(a) Gross profit is equal to net sales less cost of goods sold.

(b) Gross profit as a percentage of net sales.

Reported gross margin for the quarter was favorable 530 basis points due primarily to lower charges for multi-employer pension plan withdrawal, favorable year-over-year mark-to-market impacts, partially offset by incremental COVID-19-related costs during the current quarter. Currency-neutral adjusted gross margin increased 10 basis points compared to the third quarter of 2019 after eliminating the impact of multi-employer pension plan withdrawal, mark-to-market, Project K, and foreign currency.

Our currency-neutral adjusted gross profit and gross profit margin performance for the year-to-date periods ended September 26, 2020 and September 28, 2019 are reconciled to the directly comparable GAAP measures as follows:

Year-to-date period ended	September 26, 2020				September 28, 2019				GM change vs. prior year (pts.)
	Gross Profit (a)		Gross Margin (b)		Gross Profit (a)		Gross Margin (b)
Reported	$	3,542	34.4	%	$	3,293	31.8	%	2.6
Mark-to-market	(10)		(0.1)	%	(7)		(0.1)	%	—
Project K	—		—	%	(30)		(0.3)	%	0.3
Brexit impacts	—		—	%	(7)		—	%	—
Business and portfolio realignment	(4)		—	%	(11)		(0.1)	%	0.1
Multi-employer pension plan withdrawal	5		—	%	$	(132)	(1.3)	%	1.3
Foreign currency impact	(59)		0.1	%	—		—	%	0.1
Currency-neutral adjusted	$	3,610	34.4	%	$	3,481	33.6	%	0.8

Note: Tables may not foot due to rounding.

For more information on the reconciling items in the table above, please refer to the Significant items impacting comparability section.

(a) Gross profit is equal to net sales less cost of goods sold.

(b) Gross profit as a percentage of net sales.

Reported gross margin for the year-to-date period increased 260 basis points due primarily to operating leverage as a result of higher net sales, lower charges for multi-employer pension plan withdrawal, and Project K, partially offset by incremental COVID-19-related costs, and unfavorable foreign currency. Currency-neutral adjusted gross margin increased 80 basis points compared to the prior year-to-date period after eliminating the impact of multi-employer pension plan withdrawal, Project K, and foreign currency.

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Restructuring Programs

We view our restructuring programs as part of our operating principles to provide greater visibility in achieving our long-term profit growth targets. Initiatives undertaken are currently expected to recover cash implementation costs within a 3 to 5-year period of completion. Upon completion (or as each major stage is completed in the case of multi-year programs), the project begins to deliver cash savings and/or reduced depreciation. We continually evaluate potential restructuring programs and may pursue future initiatives that generate meaningful savings that can be utilized in achieving our long-term profit growth targets.

During the second quarter of 2019, the Company announced a reorganization plan for the European reportable segment designed to simplify the organization, increase organizational efficiency, and enhance key processes. The overall program is expected to be substantially completed by the end of fiscal year 2020.

The program is expected to result in cumulative pretax charges of approximately $40 million, including certain non-cash credits. Cash costs are expected to be approximately $50 million. The total expected charges will include severance and other termination benefits; and charges related to relocation, third party legal and consulting fees, and contract termination costs. Annual savings from the program are expected to be approximately $35 million, with the majority of the savings realized by the end of 2020. Since inception, the Company has recognized total charges, including non-cash credits, of $41 million attributed to this initiative.

Additionally during the second quarter of 2019, the Company announced a reorganization plan which primarily impacted the North America reportable segment. The reorganization plan was designed to simplify the organization that supports the remaining North America reportable segment after the divestiture and related transition. This program is expected to be substantially completed by the end of fiscal year 2020.

The overall program is expected to result in cumulative pretax charges of approximately $25 million. Cash costs are expected to approximate the pretax charges. Total expected charges will include severance and other termination benefits and charges related to third party consulting fees. Annual savings from the project are expected to be approximately $50 million, with the majority of the savings realized by the end of 2020. Since inception, the Company has recognized total charges of $21 million attributed to this initiative.

In addition to the projects discussed above, during the year-to-date period ended September 26, 2020 the Company also incurred restructuring costs of $4 million in the Latin America reportable segment and $8 million in the AMEA reportable segment related to reorganization and simplification of those businesses. These costs primarily relate to severance and other termination benefits.

Project K

As of the end of 2019, the Company completed implementation of all Project K initiatives. Total project charges, after-tax cash costs and annual savings delivered by Project K were in line with expectations.

During the quarter and year-to-date period ended September 28, 2019, the Company recorded total net charges of $15 million and $38 million, respectively related to Project K.

Foreign currency translation

The reporting currency for our financial statements is the U.S. dollar. Certain of our assets, liabilities, expenses and revenues are denominated in currencies other than the U.S. dollar, primarily in the euro, British pound, Mexican peso, Australian dollar, Canadian dollar, Brazilian Real, Nigerian Naira, and Russian ruble. To prepare our consolidated financial statements, we must translate those assets, liabilities, expenses and revenues into U.S. dollars at the applicable exchange rates. As a result, increases and decreases in the value of the U.S. dollar against these other currencies will affect the amount of these items in our consolidated financial statements, even if their value has not changed in their original currency. This could have significant impact on our results if such increase or decrease in the value of the U.S. dollar is substantial.

Interest expense

For the quarters ended September 26, 2020 and September 28, 2019, interest expense was $63 million and $72 million, respectively. For the year-to-date periods ended September 26, 2020 and September 28, 2019, interest expense was $196 million and $221 million, respectively. The decrease from the prior year is due primarily to the redemption of approximately $1.0 billion of debt in conjunction with the July 2019 divestiture.

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Income Taxes

Our reported effective tax rate for the quarters ended September 26, 2020 and September 28, 2019 was 16% and 27%, respectively. The reported effective tax rate for the year-to-date periods ended September 26, 2020 and September 28, 2019 was 20% and 22%, respectively. The effective tax rate for the quarter was favorably impacted by the reversal of a liability for uncertain tax positions of $32 million, resulting from the finalization of a tax examination. The liability was related to the Company's estimate of the transition tax liability in conjunction with the finalization of accounting under Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act.

The adjusted effective tax rate for the quarters ended September 26, 2020 and September 28, 2019 was 23% and 18%, respectively. The adjusted effective tax rate for the year-to-date periods ended September 26, 2020 and September 28, 2019 was 23% and 20%, respectively.

Fluctuations in foreign currency exchange rates could impact the expected effective income tax rate as it is dependent upon U.S. dollar earnings of foreign subsidiaries doing business in various countries with differing statutory rates. Additionally, the rate could be impacted by tax legislation and if pending uncertain tax matters, including tax positions that could be affected by planning initiatives, are resolved more or less favorably than we currently expect.

	Quarter ended						Year-to-date period ended
Consolidated results (dollars in millions)	September 26, 2020			September 28, 2019			September 26, 2020			September 28, 2019
Reported income taxes	$	65		$	91		$	268		$	237
Mark-to-market	1			5			(19)			3
Project K	—			(4)			—			(8)
Brexit impacts	—			—			—			(1)
Business and portfolio realignment	—			(12)			(4)			(39)
Multi-employer pension plan withdrawal	—			(31)			1			(31)
Gain on divestiture	—			55			—			55
U.S. Tax Reform	(32)			—			(32)			—
Adjusted income taxes	$	97		$	78		$	323		$	258
Reported effective income tax rate	15.6		%	26.7		%	20.1		%	22.2		%
Mark-to-market	—		%	—		%	(0.3)		%	—		%
Project K	—		%	—		%	—		%	—		%
Brexit impacts	—		%	—		%	—		%	0.1		%
Business and portfolio realignment	—		%	(1.8)		%	—		%	(0.7)		%
Multi-employer pension plan withdrawal	—		%	1.3		%	—		%	(0.1)		%
Gain on divestiture	—		%	9.3		%	—		%	3.3		%
U.S. Tax Reform	(7.8)		%	—		%	(2.3)		%	—		%
Adjusted effective income tax rate	23.3		%	17.9		%	22.7		%	19.6		%

Note: Tables may not foot due to rounding.

For more information on the reconciling items in the table above, please refer to the Significant items impacting comparability section.

Liquidity and capital resources

At this time, the COVID-19 pandemic has not materially impacted our liquidity and we anticipate current cash and marketable security balances, operating cash flows, together with our credit facilities and other financing sources including commercial paper, credit and bond markets, will be adequate to meet our operating, investing and financing needs. We expect cash provided by operating activities of $1.8-$1.9 billion and capital expenditures of approximately $500 million in 2020. We currently have $2.5 billion of unused revolving credit agreements, including $1.5 billion effective through 2023 and $1.0 billion effective through January 2021, as well as continued access to the commercial paper markets. We are currently in compliance with all debt covenants and do not have material uncertainty about our ability to maintain compliance in future periods. In May, we issued $500 million of ten-year 2.10% Notes in anticipation of our $600 million December maturity. We continue to utilize available capacity within the Monetization Programs to maintain financial flexibility without negatively impacting working capital. Additionally, we utilized certain aspects of the Coronavirus Aid, Relief and Economic Security Act, to delay the employer share of certain U.S. payroll taxes until 2021 and 2022. Our utilization does not include a government loan and is not expected to result in any restrictions on the Company’s decisions on executive compensation, payment of dividends, or share buy-back programs.

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As the impact of COVID-19 on the economy and our operations evolves, we will continue to assess our liquidity needs. There can be no assurance that volatility and/or disruption in the global capital and credit markets will not impair our ability to access these markets on terms acceptable to us, or at all.

Our principal source of liquidity is operating cash flows supplemented by borrowings for major acquisitions and other significant transactions. Our cash-generating capability is one of our fundamental strengths and provides us with substantial financial flexibility in meeting operating and investing needs.

We have historically reported negative working capital primarily as the result of our focus to improve core working capital by reducing our levels of trade receivables and inventory while extending the timing of payment of our trade payables.  The impacts of the extended customer terms program and the monetization programs on core working capital are largely offsetting. These programs are all part of our ongoing working capital management.

We have a substantial amount of indebtedness which results in current maturities of long-term debt and notes payable which can have a significant impact on working capital as a result of the timing of these required payments. These factors, coupled with the use of our ongoing cash flows from operations to service our debt obligations, pay dividends, fund acquisition opportunities, and repurchase our common stock, reduce our working capital amounts. We had negative working capital of $1.3 billion and $0.9 billion as of September 26, 2020 and September 28, 2019, respectively.

The following table reflects net debt amounts:

(millions, unaudited)	September 26, 2020		December 28, 2019
Notes payable	$	116	$	107
Current maturities of long-term debt	1,417		620
Long-term debt	7,000		7,195
Total debt liabilities	$	8,533	$	7,922
Less:
Cash and cash equivalents	(1,329)		(397)
Marketable securities	(250)		—
Net debt	$	6,954	$	7,525

The decrease in net debt from the prior year-end is primarily due to increased operating cash flow as the increase in cash and cash equivalents and marketable securities balances more than offset the $500 million debt issue during the second quarter. Marketable securities consists of our investment in a mutual fund holding short-term debt instruments, which we expect to hold until our December 2020 debt maturity.

The following table sets forth a summary of our cash flows:

	Year-to-date period ended
(millions)	September 26, 2020		September 28, 2019
Net cash provided by (used in):
Operating activities	$	1,593	$	925
Investing activities	(649)		931
Financing activities	21		(1,731)
Effect of exchange rates on cash and cash equivalents	(33)		7
Net increase (decrease) in cash and cash equivalents	$	932	$	132

Operating activities

The principal source of our operating cash flow is net earnings, meaning cash receipts from the sale of our products, net of costs to manufacture and market our products.

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Net cash provided by our operating activities for the year-to-date period ended September 26, 2020, totaled $1,593 million compared to $925 million in the prior year period. The increase is due primarily to increased profitability, and lower cash outflows related to restructuring and business realignment.

Our cash conversion cycle (defined as days of inventory and trade receivables outstanding less days of trade payables outstanding, based on a trailing 12 month average), was approximately negative 10 days and negative 5 days for the 12 month periods ended September 26, 2020 and September 28, 2019, respectively. The improvement from the prior year is due primarily to improvement in the number of days of trade payables outstanding which results from a decrease in charges related to prior restructuring activity.

We measure cash flow as net cash provided by operating activities reduced by expenditures for property additions. We use this non-GAAP financial measure of cash flow to focus management and investors on the amount of cash available for debt repayment, dividend distributions, acquisition opportunities, and share repurchases. Our cash flow metric is reconciled to the most comparable GAAP measure, as follows:

	Year-to-date period ended
(millions)	September 26, 2020		September 28, 2019
Net cash provided by operating activities	$	1,593	$	925
Additions to properties	(326)		(436)
Cash flow	$	1,267	$	489

Our non-GAAP measure for cash flow increased to $1,267 million in the year-to-date period ended September 26, 2020, from $489 million in the prior year period due primarily to increased profitability, divestiture-related restructuring costs in the prior year, and lower capital expenditures.

Investing activities

Our net cash used in investing activities totaled $649 million for the year-to-date period ended September 26, 2020 compared to cash provided of $931 million in the comparable prior year period. The decrease is due primarily to proceeds from the sale of selected cookies, fruit and fruit-flavored snacks, pie crusts, and ice cream cones businesses to Ferrero for approximately $1.3 billion in cash in the prior year and the purchase of marketable securities during the current year-to-date period as we invested in a mutual fund holding short-term debt instruments that we expect to hold until our December debt maturity.

Financing activities

Our net cash provided by financing activities for the year-to-date period ended September 26, 2020 totaled $21 million compared to cash used of $1,731 million during the comparable prior year period, due primarily to proceeds from the issuance of $500 million of ten-year 2.10% Notes due 2030 in May 2020 and debt redemptions during the third quarter of 2019.

In December 2017, the board of directors approved an authorization to repurchase up to $1.5 billion of our common stock beginning in January 2018 through December 2019. In February 2020, the board of directors approved a new authorization to repurchase up to $1.5 billion of the Company's common stock through December 2022. These authorizations are intended to allow us to repurchase shares for general corporate purposes and to offset issuances for employee benefit programs. Total purchases for the year-to-date period ended September 28, 2019, were 4 million shares for $220 million. The Company did not purchase shares in the year-to-date period ended September 26, 2020 and does not expect to purchase shares during the remainder of 2020.

We paid cash dividends of $586 million in the year-to-date period ended September 26, 2020, compared to $574 million during the comparable prior year period. The increase in dividends paid reflects our third quarter of 2019 increase in the quarterly dividend to $.57 per common share from the previous $.56 per common share. In October 2020, the board of directors declared a dividend of $.57 per common share, payable on December 15, 2020 to shareholders of record at the close of business on December 1, 2020.

We entered into an unsecured Five-Year Credit Agreement in January 2018, allowing us to borrow, on a revolving credit basis, up to $1.5 billion and expiring in January 2023.

In January 2020, we entered into an unsecured 364-Day Credit Agreement to borrow, on a revolving credit basis, up to $1.0 billion at any time outstanding, to replace the $1.0 billion 364-day facility that expired in January 2020.

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The Five-Year and 364 Day Credit Agreements, which had no outstanding borrowings as September 26, 2020, contain customary covenants and warranties, including specified restrictions on indebtedness, liens and a specified interest expense coverage ratio.  If an event of default occurs, then, to the extent permitted, the administrative agents may terminate the commitments under the credit facilities, accelerate any outstanding loans under the agreements, and demand the deposit of cash collateral equal to the lender's letter of credit exposure plus interest.

Our Notes contain customary covenants that limit the ability of the Company and its restricted subsidiaries (as defined) to incur certain liens or enter into certain sale and lease-back transactions and also contain a change of control provision. There are no significant restrictions on the payment of dividends. We were in compliance with all covenants as of September 26, 2020.

The Notes do not contain acceleration of maturity clauses that are dependent on credit ratings. A change in our credit ratings could limit our access to the U.S. short-term debt market and/or increase the cost of refinancing long-term debt in the future. However, even under these circumstances, we would continue to have access to our 364-Day Credit Facility, which expires in January 2021, as well as our Five-Year Credit Agreement, which expires in January 2023. This source of liquidity is unused and available on an unsecured basis, although we do not currently plan to use it.

Monetization and Accounts Payable programs

We have a program in which customers could extend their payment terms in exchange for the elimination of early payment discounts (Extended Terms Program). In order to mitigate the net working capital impact of the Extended Terms Program for discrete customers, we entered into agreements to sell, on a revolving basis, certain trade accounts receivable balances to third party financial institutions (Monetization Programs). Transfers under the Monetization Programs are accounted for as sales of receivables resulting in the receivables being de-recognized from our Consolidated Balance Sheet. The Monetization Programs provide for the continuing sale of certain receivables on a revolving basis until terminated by either party; however the maximum funding from receivables that may be sold at any time is currently $1,033 million, but may be increased or decreased as customers move in or out of the Extended Terms Program and as additional financial institutions move in or out of the Monetization Programs. Accounts receivable sold of $929 million and $774 million remained outstanding under this arrangement as of September 26, 2020 and December 28, 2019, respectively.

The Monetization Programs are designed to directly offset the impact the Extended Terms Program would have on the days-sales-outstanding (DSO) metric that is critical to the effective management of the Company's accounts receivable balance and overall working capital. Current DSO levels within North America are consistent with DSO levels prior to the execution of the Extended Term Program and Monetization Programs.

Refer to Note 2 within Notes to Consolidated Financial Statements for further information related to the sale of accounts receivable.

We periodically monitor our supplier payment terms to assess whether our terms are competitive and in line with local market terms. To the extent that such assessment indicates that our supplier payment terms are not aligned with local market terms, we may seek to adjust our terms, including extending or shortening our payment due dates as appropriate, however, we do not expect supplier payment term modifications to have a material impact on our cash flows during 2020.

We have agreements with third parties (Accounts Payable Program) to provide accounts payable tracking systems which facilitate participating suppliers’ ability to monitor and, if elected, sell our payment obligations to designated third-party financial institutions. Participating suppliers may, at their sole discretion, make offers to sell one or more of our payment obligations prior to their scheduled due dates at a discounted price to participating financial institutions. Our goal is to capture overall supplier savings, in the form of payment terms or vendor funding, and the agreements facilitate the suppliers’ ability to sell payment obligations, while providing them with greater working capital flexibility. We have no economic interest in the sale of these suppliers’ receivables and no direct financial relationship with the financial institutions concerning these services. Our obligations to our suppliers, including amounts due and scheduled payment dates, are not impacted by suppliers’ decisions to sell amounts under the arrangements. However, our right to offset balances due from suppliers against payment obligations is restricted by the agreements for those payment obligations that have been sold by suppliers.

Refer to Note 1 within Notes to Consolidated Financial Statements for further information related to accounts payable.

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If financial institutions were to terminate their participation in the Monetization Programs and we are not able to modify related customer payment terms, working capital could be negatively impacted. Additionally, working capital could be negatively impacted if we shorten our supplier payment terms as a result of supplier negotiations. For suppliers participating in the Accounts Payable Programs, financial institutions may terminate their participation or we could experience a downgrade in our credit rating that could result in higher costs to suppliers. If working capital is negatively impacted as a result of these events and we were unable to secure alternative programs, we may have to utilize our various financing arrangements for short-term liquidity or increase our long-term borrowings.

Future outlook

The Company raised full-year guidance, reflecting net sales and profit over-delivery during the third quarter. The Company has made certain assumptions about the fourth quarter amidst an uncertain environment. Notably, the Company assumes at-home consumption growth will moderate in the fourth quarter, with away-from-home demand taking longer to stabilize, and emerging markets growth decelerating in the quarter. In addition, we expect advertising and promotion costs to increase during the fourth quarter and continued incremental COVID-19-related costs.

Specifically, based on these assumption, the revised guidance ranges are:

Organic net sales growth for the full year is projected to be approximately 6%, versus previous guidance of 5% growth.

Currency-neutral adjusted operating profit is expected to increase approximately 2%, versus previous guidance of a 1% decline, and still weighed down by the absence of results from the divested businesses.

Currency-neutral adjusted EPS for the full year is expected to increase by approximately 2%, versus previous guidance of a 1% decline, and still weighed down by the absence of results from the divested businesses.

Cash provided by operating activities is projected to be $1.8-$1.9 billion, versus previous guidance of approximately $1.6 billion. Capital expenditures are expected to be approximately $0.5 billion, versus previous guidance of $0.6 billion as certain capital projects were delayed as a result of the pandemic. Cash flow, defined as cash provided by operating activities reduced by capital expenditures, is projected to be $1.3-$1.4 billion, versus previous guidance of $1.0 billion, reflecting third quarter performance partially offset by lower anticipated fourth quarter earnings.

Excluded from this guidance are significant supply chain or other prolonged market disruptions related to the pandemic or global economy.

We are unable to reasonably estimate the potential full-year financial impact of mark-to-market adjustments because these impacts are dependent on future changes in market conditions. Similarly, because of volatility in foreign exchange rates and shifts in country mix of our international earnings, we are unable to reasonably estimate the potential full-year financial impact of foreign currency translation. 

As a result, these impacts are not included in the guidance provided. Therefore, we are unable to provide a full reconciliation of these non-GAAP measures used in our guidance without unreasonable effort as certain information necessary to calculate such measure on a GAAP basis is unavailable, dependent on future events outside of our control and cannot be predicted without unreasonable efforts by the Company.

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See the table below that outlines the projected impact of certain other items that are excluded from non-GAAP guidance for 2020:

Impact of certain items excluded from Non-GAAP guidance:	Net Sales	Operating Profit	Earnings Per Share
Business and portfolio realignment (pre-tax)		~$40-$50M	~$0.12-$0.15
Income tax impact applicable to adjustments, net**			~$0.02-$0.03
U.S. Tax Reform			~$0.09
Currency-neutral adjusted guidance*	~3-4%	~2%	~2%
Absence of results from divested business	~4%
53rd Week	(1)-(2)%
Organic guidance*	~6%

* 2020 full year guidance for net sales, operating profit, and earnings per share are provided on a non-GAAP basis only because certain information necessary to calculate such measures on a GAAP basis is unavailable, dependent on future events outside of our control and cannot be predicted without unreasonable efforts by the Company. These items for 2020 include impacts of mark-to-market adjustments for pension plans (service cost, interest cost, expected return on plan assets, and other net periodic pension costs are not excluded), commodities and certain foreign currency contracts. The Company is providing quantification of known adjustment items where available.

** Represents the estimated income tax effect on the reconciling items, using weighted-average statutory tax rates, depending upon the applicable jurisdiction.

Reconciliation of Non-GAAP amounts - Cash Flow Guidance
(billions)	Full Year 2020
Net cash provided by (used in) operating activities	~$1.8-1.9
Additions to properties	~($0.5)
Cash Flow	~$1.3-1.4

Forward-looking statements

This Report contains “forward-looking statements” with projections concerning, among other things, the Company’s restructuring programs, the integration of acquired businesses, our strategy, financial principles, and plans, initiatives, improvements and growth; sales, margins, advertising, promotion, merchandising, brand building, operating profit, and earnings per share; innovation; investments; capital expenditures, asset write-offs and expenditures and costs related to productivity or efficiency initiatives; the impact of accounting changes and significant accounting estimates; our ability to meet interest and debt principal repayment obligations; minimum contractual obligations; future common stock repurchases or debt reduction, effective income tax rate; cash flow and core working capital improvements; interest expense; commodity and energy prices; and employee benefit plan costs and funding. Forward-looking statements include predictions of future results or activities and may contain the words “expect,” “believe,” “will,” “can,” “anticipate,” “estimate,” “project,” “should,” or words or phrases of similar meaning. For example, forward-looking statements are found in this Item 1 and in several sections of Management’s Discussion and Analysis.  Our actual results or activities may differ materially from these predictions.

Our future results could be affected by a variety of other factors, including uncertainty of the magnitude, duration, geographic reach, impact on the global economy and current and potential travel restrictions of the COVID-19 outbreak, the current, and uncertain future, impact of the COVID-19 outbreak on our business, growth, reputation, prospects, financial condition, operating results (including components of our financial results), and cash flows and liquidity, the expected benefits and costs of the divestiture of selected cookies, fruit and fruit flavored-snacks, pie crusts, and ice-cream cones businesses of the Company, the risk that disruptions from the divestiture will divert management's focus or harm our business, risks relating to any unforeseen changes to or effects on liabilities, future capital expenditures, revenues, expenses, earnings, synergies, indebtedness, financial condition, losses and future prospects, risks associated with our provision of transition services to the divested businesses post-closing, the ability to implement restructuring as planned, whether the expected amount of costs associated with restructuring will differ from forecasts, whether we will be able to realize the anticipated benefits from restructuring in the amounts and times expected, the ability to realize the anticipated benefits and synergies from business acquisitions in the amounts and at the times expected, the impact of competitive conditions, the effectiveness of pricing, advertising, and promotional programs; the success of innovation, renovation and new product introductions; the recoverability of the carrying value of goodwill and other intangibles, the success of productivity improvements and business transitions, commodity and energy prices, transportation costs, labor costs, disruptions or inefficiencies in supply chain, the availability of and interest rates on short-term and long-term

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financing, actual market performance of benefit plan trust investments, the levels of spending on systems initiatives, properties, business opportunities, integration of acquired businesses, and other general and administrative costs, changes in consumer behavior and preferences, the effect of U.S. and foreign economic conditions on items such as interest rates, statutory tax rates, currency conversion and availability, legal and regulatory factors including changes in food safety, advertising and labeling laws and regulations, the ultimate impact of product recalls; business disruption or other losses from war, terrorist acts or political unrest; and the risks and uncertainties described in Item 1A below. Forward-looking statements speak only as of the date they were made, and we undertake no obligation to publicly update them.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Our Company is exposed to certain market risks, which exist as a part of our ongoing business operations. We use derivative financial and commodity instruments, where appropriate, to manage these risks. Refer to Note 11 within Notes to Consolidated Financial Statements for further information on our derivative financial and commodity instruments.

Refer to disclosures contained within Item 7A of our 2019 Annual Report on Form 10-K. Other than changes noted here, there have been no material changes in the Company’s market risk as of September 26, 2020.

Volatile market conditions arising from the COVID-19 pandemic may result in significant changes in foreign exchange rates, and in particular a weakening of foreign currencies relative to the U.S. dollar may negatively affect our net sales and operating profit when translated to U.S. dollars.  Primary exposures include the U.S. dollar versus the euro, British pound, Australian dollar, Canadian dollar, Mexican peso, Brazilian real, Nigerian naira, Russian ruble and Egyptian pound, and in the case of inter-subsidiary transactions, the British pound versus the euro. There is significant uncertainty surrounding the impact of COVID-19 on financial markets and we will continue to monitor the business for adverse impacts related to the pandemic. 

During 2020, we've entered into forward starting interest swaps with notional amounts totaling €250 million and $550 million, as hedges against interest rate volatility associated with a forecasted issuance of fixed rate Euro and U.S. Dollar denominated debt. These swaps were designated as cash flow hedges. In May of 2020, the Company issued $500 million of ten-year 2.10% Notes due 2030, resulting in net proceeds after debt discount of $496 million. In connection with this debt issuance, the company terminated forward starting interest rate swaps with notional amounts totaling $500 million, resulting in a $51 million loss. These forward starting interest rate swaps were accounted for as cash flow hedges and the related loss was recorded in accumulated other comprehensive income and will be amortized to interest expense over the term of the Notes.

We have interest rate contracts with notional amounts totaling $2.3 billion representing a net settlement receivable of $15 million as of September 26, 2020. We had interest rate contracts with notional amounts totaling $1.9 billion representing a net settlement obligation of $6 million as of December 28, 2019.

We have cross currency swaps with notional amounts totaling $1.6 billion outstanding as of September 26, 2020 representing a net settlement receivable of $89 million. The total notional amount of cross currency swaps outstanding as of December 28, 2019 was $1.5 billion representing a net settlement receivable of $85 million.

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Item 4. Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer as appropriate, to allow timely decisions regarding required disclosure under Rules 13a-15(e) and 15d-15(e). Disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, rather than absolute, assurance of achieving the desired control objectives.

As of September 26, 2020, we carried out an evaluation under the supervision and with the participation of our chief executive officer and our chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures.

Based on the foregoing, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

KELLOGG COMPANY

PART II — OTHER INFORMATION

Item 1A. Risk Factors

Except as set forth below, there have been no material changes in our risk factors from those disclosed in Part I, Item 1A to our Annual Report on Form 10-K for the fiscal year ended December 28, 2019. The risk factors disclosed under those Reports in addition to the other information set forth in this Report, could materially affect our business, financial condition, or results. Additional risks and uncertainties not currently known to us or that we deem to be immaterial could also materially adversely affect our business, financial condition, or results.

The COVID-19 pandemic could materially adversely affect our business, financial condition, results of operations and/or cash flows.

The severity, magnitude and duration of the current COVID-19 pandemic is uncertain and rapidly changing.

Measures enacted by authorities, and actions taken by the Company, to mitigate the spread of the COVID-19 pandemic, such as travel bans and restrictions, quarantines, shelter-in-place orders and shutdowns, have impacted and may further impact all or portions of our workforce and operations, the operations of our customers, and those of our respective vendors and suppliers. There is no certainty that measures taken by governmental authorities will be sufficient to mitigate the risks posed by the COVID-19 pandemic, and our ability to perform critical functions could be harmed. A shutdown of one or more of our manufacturing, warehousing or distribution facilities as a result of illness, government restrictions or other workforce disruptions or absenteeism, or reductions in capacity utilization levels, could result in us incurring additional direct costs and experiencing lost revenue. Illness, travel restrictions or workforce disruptions could negatively affect our supply chain, manufacturing, distribution or other business. The COVID-19 pandemic could disrupt our supply chain, operations and routes to market or those of our suppliers, their suppliers or our brokers or distributors. These disruptions or our failure to effectively respond to them, could increase product or distribution costs, or cause delays or inability to deliver products to our customers. We have experienced temporary disruptions to our supply chain in certain markets that, to date, have not been material to our consolidated results. These disruptions to our work force and supply could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Further, we have delayed certain capital and innovation projects due to the COVID-19 pandemic. Continued disruptions and uncertainties related to the COVID-19 pandemic for a sustained period could result in additional delays or modifications to these projects and other productivity, capital and innovation projects and hinder our ability to achieve the project objectives.

The COVID-19 pandemic has also significantly increased economic and demand uncertainty, including inflation, interest rates, availability of capital markets, consumer spending rates and energy availability and costs (including

51

fuel surcharges). We expect the COVID-19 pandemic may result in lower revenues in some of our emerging market countries that have a higher concentration of traditional trade outlets (such as small family-run stores).

The duration and significance of this sustained demand is uncertain. Volatility in financial markets and deterioration of national and global economic conditions could impact our business and operations in a variety of ways, including as follows:

•Consumers may shift purchases to more generic, lower-priced, or other value offerings, or may forego certain purchases altogether during economic downturns, which could result in a reduction in sales of higher margin products or a shift in our product mix to lower margin offerings adversely affecting the results of our operations;

•Disruptions or uncertainties related to the COVID-19 pandemic could result in delays or modifications to our strategic plans and initiatives and hinder our ability to achieve our objective to reduce our operating cost structure in both our supply chain and overhead costs;

•A strengthening in the U.S. dollar relative to other currencies in the countries in which we operate would negatively affect our reported results of operations and financial results due to currency translation losses and currency transaction losses;

•Decreased demand for our products due to unemployment as a result of the COVID-19 pandemic;

•Volatility in commodity and other input costs could substantially impact our result of operations and our commodity hedging activities might not sufficiently offset this volatility;

•Volatility in the equity markets or interest rates could substantially impact our pension costs and required pension contributions; and

•Increased volatility and pricing in the capital markets and commercial paper markets could limit our access to our preferred sources of liquidity when we would like, and our borrowing costs could increase.

These and other impacts of the COVID-19 pandemic could have the effect of heightening many of the other risks described in this “Risk Factors” section of our 10-K, such as those relating to our reputation, brands, product sales, results of operations or financial condition. The severity, magnitude and duration of the current COVID-19 pandemic is uncertain, rapidly changing and depends on events beyond our knowledge or control. We might not be able to anticipate or respond to all impacts on a timely basis to prevent near- or long-term adverse impacts to our results. As a result, the impact of the COVID-19 pandemic could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In February 2020, the board of directors approved an authorization to repurchase up to $1.5 billion of the Company's common stock through December 2022. These authorizations are intended to allow the Company to repurchase shares for general corporate purposes and to offset issuances for employee benefit programs.

The following table provides information with respect to purchases of common shares under programs authorized by our board of directors during the quarter ended September 26, 2020.

(c) Issuer Purchases of Equity Securities

(millions, except per share data)

Period	(a) Total Number of Shares Purchased	(b) Average Price Paid Per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
Month #1:
6/28/2020 - 7/25/2020	—	$	—	—	$	1,500
Month #2:
7/26/2020 - 8/22/2020	—	$	—	—	$	1,500
Month #3:
8/23/2020 - 9/26/2020	—	$	—	—	$	1,500
Total	—	$	—	—

52

Item 6. Exhibits

(a)Exhibits:         

31.1	Rule 13a-14(e)/15d-14(a) Certification from Steven A. Cahillane
31.2	Rule 13a-14(e)/15d-14(a) Certification from Amit Banati
32.1	Section 1350 Certification from Steven A. Cahillane
32.2	Section 1350 Certification from Amit Banati
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

53

KELLOGG COMPANY

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

KELLOGG COMPANY

/s/ Amit Banati

Amit Banati

Principal Financial Officer;
Senior Vice President and Chief Financial Officer

/s/ Kurt Forche

Kurt Forche

Principal Accounting Officer;
Vice President and Corporate Controller

Date: October 30, 2020

54

KELLOGG COMPANY

EXHIBIT INDEX

Exhibit No.	Description	Electronic (E) Paper (P) Incorp. By Ref. (IBRF)
31.1	Rule 13a-14(e)/15d-14(a) Certification from Steven A. Cahillane	E
31.2	Rule 13a-14(e)/15d-14(a) Certification from Amit Banati	E
32.1	Section 1350 Certification from Steven A. Cahillane	E
32.2	Section 1350 Certification from Amit Banati	E
101.INS	XBRL Instance Document	E
101.SCH	XBRL Taxonomy Extension Schema Document	E
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	E
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	E
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	E
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	E

55

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Steven A. Cahillane, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Kellogg Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Steven A. Cahillane

Chairman and Chief Executive Officer

Date: October 30, 2020

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Amit Banati, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Kellogg Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Amit Banati

Senior Vice President and Chief Financial Officer

Date: October 30, 2020

EX-32.1

Exhibit 32.1

SECTION 1350 CERTIFICATION

I, Steven A. Cahillane, hereby certify, on the date hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that

(1)the Quarterly Report on Form 10-Q of Kellogg Company for the quarter ended September 26, 2020 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Kellogg Company. 

/s/ Steven A. Cahillane
Name:	Steven A. Cahillane
Title:	Chairman and Chief Executive Officer

A signed copy of this original statement required by Section 906 has been provided to Kellogg Company and will be retained by Kellogg Company and furnished to the Securities and Exchange Commission or its staff on request.

Date: October 30, 2020

EX-32.2

Exhibit 32.2

SECTION 1350 CERTIFICATION

I, Amit Banati, hereby certify, on the date hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that

(1)the Quarterly Report on Form 10-Q of Kellogg Company for the quarter ended September 26, 2020 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Kellogg Company.

/s/ Amit Banati
Name:	Amit Banati
Title:	Senior Vice President and Chief Financial Officer

A signed copy of this original statement required by Section 906 has been provided to Kellogg Company and will be retained by Kellogg Company and furnished to the Securities and Exchange Commission or its staff on request.

Date: October 30, 2020

XML

Cover Page	9 Months Ended
	Sep. 26, 2020 shares
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Entity Registrant Name	KELLOGG COMPANY
Document Period End Date	Sep. 26, 2020
Document Transition Report	false
Entity File Number	1-4171
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	38-0710690
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	961-2000
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)	343,712,976
Amendment Flag	false
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2020
Entity Central Index Key	0000055067
Current Fiscal Year End Date	--01-02
Common stock
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $.25 par value per share
Trading Symbol	K
Security Exchange Name	NYSE
1.750% Senior Notes Due 2021 [Member]
Entity Information [Line Items]
Title of 12(b) Security	1.750% Senior Notes due 2021
Trading Symbol	K 21
Security Exchange Name	NYSE
0.800% Senior Notes Due 2022 [Member]
Entity Information [Line Items]
Title of 12(b) Security	0.800% Senior Notes due 2022
Trading Symbol	K 22A
Security Exchange Name	NYSE
1.000% Senior Notes Due 2024 [Member]
Entity Information [Line Items]
Title of 12(b) Security	1.000% Senior Notes due 2024
Trading Symbol	K 24
Security Exchange Name	NYSE
1.250% Senior Notes Due 2025 [Member]
Entity Information [Line Items]
Title of 12(b) Security	1.250% Senior Notes due 2025
Trading Symbol	K 25
Security Exchange Name	NYSE

XML

Consolidated Balance Sheet (Unaudited) - USD ($) $ in Millions	Sep. 26, 2020	Dec. 28, 2019
Current assets
Cash and cash equivalents	$ 1,329	$ 397
Marketable securities	250	0
Accounts receivable, net	1,626	1,576
Inventories	1,263	1,226
Other current assets	285	232
Total current assets	4,753	3,431
Property, net	3,484	3,612
Operating lease right-of-use assets	657	541
Goodwill	5,780	5,861
Other intangibles, net	2,498	2,576
Investments in unconsolidated entities	398	404
Other assets	1,352	1,139
Total assets	18,922	17,564
Current liabilities
Current maturities of long-term debt	1,417	620
Notes payable	116	107
Accounts payable	2,449	2,387
Current operating lease liabilities	120	114
Accrued advertising and promotion	807	641
Other current liabilities	1,125	909
Total current liabilities	6,034	4,778
Long-term debt	7,000	7,195
Operating lease liabilities	523	433
Deferred income taxes	587	596
Pension liability	672	705
Other liabilities	520	543
Commitments and contingencies
Equity
Common stock, $.25 par value	105	105
Capital in excess of par value	948	921
Retained earnings	8,318	7,859
Treasury stock, at cost	(4,570)	(4,690)
Accumulated other comprehensive income (loss)	(1,757)	(1,448)
Total Kellogg Company equity	3,044	2,747
Noncontrolling interests	542	567
Total equity	3,586	3,314
Total liabilities and equity	$ 18,922	$ 17,564

XML

Consolidated Balance Sheet (Unaudited) (Parenthetical) - $ / shares	Sep. 26, 2020	Dec. 28, 2019
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.25	$ 0.25

XML

Consolidated Statement of Income (Unaudited) - USD ($) shares in Thousands, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 26, 2020	Sep. 28, 2019	Sep. 26, 2020	Sep. 28, 2019
Income Statement [Abstract]
Net sales	$ 3,429	$ 3,372	$ 10,306	$ 10,355
Cost of goods sold	2,228	2,372	6,764	7,062
Selling, general and administrative expense	790	737	2,166	2,252
Operating profit	411	263	1,376	1,041
Interest expense	63	72	196	221
Other income (expense), net	70	150	151	247
Income before income taxes	418	341	1,331	1,067
Income taxes	65	91	268	237
Earnings (loss) from unconsolidated entities	(1)	(2)	(7)	(5)
Net income	352	248	1,056	825
Net income attributable to noncontrolling interests	4	1	10	10
Net income attributable to Kellogg Company	$ 348	$ 247	$ 1,046	$ 815
Per share amounts:
Basic earnings (in dollars per share)	$ 1.02	$ 0.73	$ 3.05	$ 2.39
Diluted earnings (in dollars per share)	$ 1.01	$ 0.72	$ 3.03	$ 2.38
Average shares outstanding:
Basic (in shares)	343,000	341,000	343,000	341,000
Diluted (in shares)	346,000	342,000	345,000	342,000
Actual shares outstanding at period end (in shares)	344,000	341,000	344,000	341,000

XML

Consolidated Statement of Comprehensive Income (Unaudited) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 26, 2020	Sep. 28, 2019	Sep. 26, 2020	Sep. 28, 2019
Statement of Comprehensive Income [Abstract]
Net income	$ 352	$ 248	$ 1,056	$ 825
Other comprehensive income (loss), pre-tax:
Foreign currency translation adjustments, pre-tax	(91)	35	(352)	96
Cash flow hedges, pre-tax:
Unrealized gain (loss) on cash flow hedges, pre-tax	15	(12)	(38)	(12)
Reclassification to net income, pre-tax	4	(1)	11	2
Postretirement and postemployment benefits reclassification to net income, pre-tax:
Net experience (gain) loss	0	(1)	(2)	(3)
Prior service cost	0		(1)
Available-for-sale securities, pre-tax
Unrealized gain (loss) on available-for-sale securities, pre-tax	0	1	2	4
Reclassification to net income on available-for-sale securities, pre-tax		(4)		(4)
Other comprehensive income (loss), pre-tax	(72)	18	(380)	83
Other comprehensive income (loss), tax (expense) benefit
Foreign currency translation adjustments, tax (expense) benefit	39	(38)	29	(47)
Cash flow hedges, tax (expense) benefit:
Unrealized gain (loss) on cash flow hedges, tax (expense) benefit	(4)	4	10	4
Reclassification to net income, tax (expense) benefit	(1)	0	(3)	(1)
Postretirement and postemployment benefits reclassification to net income, tax (expense) benefit:
Net experience loss, tax (expense) benefit	0	0	1	1
Prior service cost, tax (expense) benefit	0		0
Available-for-sale securities, tax (expense) benefit
Unrealized gain (loss) on available-for-sale securities, tax (expense) benefit	0	0	0	0
Reclassification to net income on available for sale of securities, tax (expense) benefit		0		0
Other comprehensive income (loss), tax (expense) benefit	34	(34)	37	(43)
Other comprehensive income (loss), after tax:
Foreign currency translation adjustments, after-tax	(52)	(3)	(323)	49
Cash flow hedges, after tax
Unrealized gain (loss) on cash flow hedges, after-tax	11	(8)	(28)	(8)
Reclassification to net income, after-tax	3	(1)	8	1
Postretirement and postemployment benefits reclassification to net income, after-tax:
Net experience (gain) loss, after-tax	0	(1)	(1)	(2)
Prior service cost, after-tax	0		(1)
Available-for-sale securities, after tax
Unrealized gain (loss) on available-for-sale securities, after-tax	0	1	2	4
Reclassification to net income on available for sale securities, after tax		(4)		(4)
Other comprehensive income (loss)	(38)	(16)	(343)	40
Comprehensive income	314	232	713	865
Net income attributable to noncontrolling interests	4	1	10	10
Other comprehensive income (loss) attributable to noncontrolling interests	2	(2)	(34)	1
Comprehensive income attributable to Kellogg Company	$ 308	$ 233	$ 737	$ 854

XML

Consolidated Statement of Equity (Unaudited) - USD ($) shares in Millions, $ in Millions	Total	Common stock	Capital in excess of par value	Retained earnings	Treasury stock	Accumulated other comprehensive income (loss)	Total Kellogg Company equity	Non-controlling interests
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	$ 3,159
Balance at Dec. 29, 2018		$ 105	$ 895	$ 7,652	$ (4,551)	$ (1,500)	$ 2,601	$ 558
Balance (in shares) at Dec. 29, 2018		421			77
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock repurchases (in shares)					4
Common stock repurchases	(220)				$ (220)		(220)
Net income	825			815			815	10
Sale of subsidiary shares to noncontrolling interest	1						0	1
Dividends declared	(574)			(574)			(574)
Distributions to noncontrolling interest	(9)						0	(9)
Other comprehensive income (loss)	40					39	39	1
Reclassification of tax effects relating to U.S. tax reform	0			22		(22)	0
Stock compensation	42		42				42
Stock options exercised and other (in shares)					(1)
Stock options exercised and other	24		(28)	(5)	$ 57		24
Balance (in shares) at Sep. 28, 2019		421			80
Balance at Sep. 28, 2019		$ 105	909	7,910	$ (4,714)	(1,483)	2,727	561
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	3,212
Balance at Jun. 29, 2019		$ 105	895	7,858	$ (4,739)	(1,469)	2,650	562
Balance (in shares) at Jun. 29, 2019		421			80
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	248			247			247	1
Dividends declared	(194)			(194)			(194)
Other comprehensive income (loss)	(16)					(14)	(14)	(2)
Stock compensation	13		13				13
Stock options exercised and other (in shares)					0
Stock options exercised and other	25		1	(1)	$ 25		25
Balance (in shares) at Sep. 28, 2019		421			80
Balance at Sep. 28, 2019		$ 105	909	7,910	$ (4,714)	(1,483)	2,727	561
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	3,288
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	3,314
Balance at Dec. 28, 2019	2,747	$ 105	921	7,859	$ (4,690)	(1,448)	2,747	567
Balance (in shares) at Dec. 28, 2019		421			79
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	1,056			1,046			1,046	10
Dividends declared	(586)			(586)			(586)
Distributions to noncontrolling interest	(1)						0	(1)
Other comprehensive income (loss)	(343)					(309)	(309)	(34)
Stock compensation	55		55				55
Stock options exercised and other (in shares)					(2)
Stock options exercised and other	91		(28)	(1)	$ 120		91
Balance (in shares) at Sep. 26, 2020		421			77
Balance at Sep. 26, 2020	3,044	$ 105	948	8,318	$ (4,570)	(1,757)	3,044	542
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	3,406
Balance at Jun. 27, 2020		$ 105	929	8,166	$ (4,613)	(1,717)	2,870	536
Balance (in shares) at Jun. 27, 2020		421			78
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	352			348			348	4
Dividends declared	(196)			(196)			(196)
Other comprehensive income (loss)	(38)					(40)	(40)	2
Stock compensation	18		18				18
Stock options exercised and other (in shares)					(1)
Stock options exercised and other	44		1	0	$ 43		44
Balance (in shares) at Sep. 26, 2020		421			77
Balance at Sep. 26, 2020	3,044	$ 105	$ 948	$ 8,318	$ (4,570)	$ (1,757)	$ 3,044	$ 542
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	$ 3,586

XML

Consolidated Statement of Equity Consolidated Statement of Equity (Parenthetical) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 26, 2020	Sep. 28, 2019	Sep. 26, 2020	Sep. 28, 2019
Statement of Stockholders' Equity [Abstract]
Dividends declared - per share	$ 0.57	$ 0.57	$ 1.71	$ 1.69

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Consolidated Statement of Cash Flows (Unaudited) - USD ($) $ in Millions	9 Months Ended
	Sep. 26, 2020	Sep. 28, 2019
Operating activities
Net income	$ 1,056	$ 825
Adjustments to reconcile net income to operating cash flows:
Depreciation and amortization	355	360
Postretirement benefit plan expense (benefit)	(113)	(158)
Deferred income taxes	57	(206)
Stock compensation	55	42
Multi-employer pension plan exit liability	(5)	132
Other	(34)	(70)
Postretirement benefit plan contributions	(19)	(19)
Changes in operating assets and liabilities, net of acquisitions:
Trade receivables	(113)	(253)
Inventories	(57)	16
Accounts payable	108	0
All other current assets and liabilities	303	256
Net cash provided by (used in) operating activities	1,593	925
Investing activities
Additions to properties	(326)	(436)
Purchase of marketable securities	(250)	0
Acquisitions, net of cash acquired	0	(8)
Acquisition of cost method investments	(4)	0
Divestitures	0	1,332
Purchases of available for sale securities	(75)	(18)
Sales of available for sale securities	13	83
Other	(7)	(22)
Net cash provided by (used in) investing activities	(649)	931
Financing activities
Net issuances (reductions) of notes payable	9	9
Issuances of long-term debt	554	40
Reductions of long-term debt	(45)	(1,000)
Debt redemption costs	0	(17)
Net issuances of common stock	105	40
Common stock repurchases	0	(220)
Cash dividends	(586)	(574)
Collateral received on derivative instruments	(14)	0
Other	(2)	(9)
Net cash provided by (used in) financing activities	21	(1,731)
Effect of exchange rate changes on cash and cash equivalents	(33)	7
Increase (decrease) in cash and cash equivalents	932	132
Cash and cash equivalents at beginning of period	397	321
Cash and cash equivalents at end of period	1,329	453
Supplemental cash flow disclosures
Interest paid	124	180
Income taxes paid	212	211
Supplemental cash flow disclosures of non-cash investing activities
Additions to properties included in accounts payable	$ 108	$ 93

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Accounting Policies

9 Months Ended

Sep. 26, 2020

Accounting Policies [Abstract]

Accounting Policies

Accounting policies

Basis of presentation

The unaudited interim financial information of Kellogg Company (the Company) included in this report 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, financial position, equity and cash flows for the periods presented. This interim information should be read in conjunction with the financial statements and accompanying footnotes within the Company’s 2019 Annual Report on Form 10-K.

The condensed balance sheet information at December 28, 2019 was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States. The results of operations for the quarter ended September 26, 2020 are not necessarily indicative of the results to be expected for other interim periods or the full year.

During the quarter ended September 26, 2020, the Company began to recognize an estimate of certain customer allowances at the time of sale in accordance with ASC 606, resulting in an out-of-period adjustment of $14 million decreasing net sales and accounts receivable. The Company determined the adjustment to be immaterial to current and previously issued financial statements.

Accounts payable

The Company has agreements with certain third parties to provide accounts payable tracking systems which facilitates participating suppliers’ ability to monitor and, if elected, sell payment obligations from the Company to designated third-party financial institutions. Participating suppliers may, at their sole discretion, make offers to sell one or more payment obligations of the Company prior to their scheduled due dates at a discounted price to participating financial institutions. The Company’s goal in entering into these agreements is to capture overall supplier savings, in the form of payment terms or vendor funding, created by facilitating suppliers’ ability to sell payment obligations, while providing them with greater working capital flexibility. We have no economic interest in the sale of these suppliers’ receivables and no direct financial relationship with the financial institutions concerning these services. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by suppliers’ decisions to sell amounts under these arrangements. However, the Company’s right to offset balances due from suppliers against payment obligations is restricted by this agreement for those payment obligations that have been sold by suppliers. The payment of these obligations by the Company is included in cash used in operating activities in the Consolidated Statement of Cash Flows. As of September 26, 2020, $893 million of the Company’s outstanding payment obligations had been placed in the accounts payable tracking system, and participating suppliers had sold $651 million of those payment obligations to participating financial institutions. As of December 28, 2019, $812 million of the Company’s outstanding payment obligations had been placed in the accounts payable tracking system, and participating suppliers had sold $605 million of those payment obligations to participating financial institutions.

Adoption of new accounting standards

Cloud Computing Arrangements. In August 2018, the FASB issued ASU 2018-15: Intangibles - Goodwill and Other - Internal-Use Software: Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. The ASU allows companies to capitalize implementation costs incurred in a hosting arrangement that is a service contract over the term of the hosting arrangement, including periods covered by renewal options that are reasonably certain to be exercised. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019 and can be applied retrospectively or prospectively. Early adoption is permitted. The Company adopted the ASU in the first quarter of 2020 and elected to apply it prospectively. The adoption did not have a material impact to the Company's Consolidated Financial Statements.

Accounting standards to be adopted in future periods

Compensation Retirement Benefits. In August 2018, the FASB issued ASU 2018-14: Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans. The ASU removed disclosures that no longer are considered cost beneficial, clarified the specific requirements of disclosures, and added disclosure requirements identified as relevant. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2020 and can be applied retrospectively or prospectively. Early adoption is permitted. The Company is currently assessing when to adopt the ASU and the impact of adoption.

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Sale of Accounts Receivable

9 Months Ended

Sep. 26, 2020

Transfers and Servicing of Financial Assets [Abstract]

Transfers and Servicing of Financial Assets [Text Block]

Sale of accounts receivable

The Company 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 (Extended Terms Program).

The Company has two Receivable Sales Agreements (Monetization Programs) described below, which are intended to directly offset the impact the Extended Terms Program would have on the days-sales-outstanding (DSO) metric that is critical to the effective management of the Company's accounts receivable balance and overall working capital. The Monetization Programs are designed to effectively offset the impact on working capital of the Extended Terms Program. 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 Consolidated Balance Sheet. 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 at any time is $1,033 million. 

The Company has no retained interest in the receivables sold, however the Company does have collection and administrative responsibilities for the sold receivables. The Company has not recorded any servicing assets or liabilities as of September 26, 2020 and December 28, 2019 for these agreements as the fair value of these servicing arrangements as well as the fees earned were not material to the financial statements.

Accounts receivable sold of $929 million and $774 million remained outstanding under these arrangements as of September 26, 2020 and December 28, 2019, respectively. The proceeds from these sales of receivables are included in cash from operating activities in the Consolidated Statement of Cash Flows in the period of sale. The recorded net loss on sale of receivables was $3 million and $11 million for the quarter and year-to-date periods ended September 26, 2020, respectively and was $6 million and $21 million for the quarter and year-to-date periods ended September 28, 2019, respectively. The recorded loss is included in Other income and expense (OIE).

Other programs

Additionally, from time to time certain of the Company's foreign subsidiaries will transfer, without recourse, accounts receivable invoices of certain customers to financial institutions. These transactions are accounted for as sales of the receivables resulting in the receivables being de-recognized from the Consolidated Balance Sheet. Accounts receivable sold of $22 million and $89 million remained outstanding under these programs as of September 26, 2020 and December 28, 2019, respectively. The proceeds from these sales of receivables are included in cash from operating activities in the Consolidated Statement of Cash Flows in the period of sale. The recorded net loss on the sale of these receivables is included in OIE and is not material.

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Divestiture

9 Months Ended

Sep. 26, 2020

Discontinued Operations and Disposal Groups [Abstract]

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

Divestiture

On July 28, 2019, the Company completed its sale of selected cookies, fruit and fruit-flavored snacks, pie crusts, and ice cream cones businesses to Ferrero International S.A. (“Ferrero”) for approximately $1.3 billion in cash, subject to a working capital adjustment mechanism.  Both the total assets and net assets of the businesses were approximately $1.3 billion, resulting in a net pre-tax gain of $38 million during the third quarter of 2019, recorded in OIE, after including related costs to sell of $14 million. Additionally, the Company recognized curtailment gains related to the divestiture totaling $17 million in our U.S. pension and nonpension postretirement plans. The operating results for these businesses were primarily included in the North America reportable segment prior to the sale. Proceeds from the divestiture were used primarily to redeem $1.0 billion of debt during the third quarter of 2019.

In connection with the sale, the Company entered into a transition services agreement (TSA) with Ferrero, under which the Company will provide certain services to Ferrero to help facilitate an orderly transition of the businesses

following the sale. In return for these services, Ferrero is required to pay certain agreed upon fees that are designed to reimburse the Company for certain costs incurred by the Company in providing such services, plus specified nominal margins which are immaterial. The TSA provides for a term of services starting at the sale completion date and continuing for a period of up to 18 months.

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Goodwill and Other Intangible Assets

9 Months Ended

Sep. 26, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and other intangible assets

Goodwill and Other intangible assets

Goodwill and Intangible Assets

Changes in the carrying amount of goodwill, intangible assets subject to amortization, consisting primarily of customer relationships, and indefinite-lived intangible assets, consisting of brands and distribution agreements, are presented in the following tables:

Carrying amount of goodwill

(millions)	North America		Europe		Latin America		AMEA		Consoli- dated
December 28, 2019	$	4,422	$	347	$	213	$	879	$	5,861
Currency translation adjustment	(1)		—		(44)		(36)		(81)
September 26, 2020	$	4,421	$	347	$	169	$	843	$	5,780

Intangible assets subject to amortization

Gross carrying amount
(millions)	North America		Europe		Latin America		AMEA		Consoli- dated
December 28, 2019	$	64	$	41	$	60	$	429	$	594
Currency translation adjustment	—		—		(16)		(24)		(40)
September 26, 2020	$	64	$	41	$	44	$	405	$	554
Accumulated Amortization
December 28, 2019	$	31	$	21	$	15	$	34	$	101
Amortization	3		3		2		13		21
Currency translation adjustment	—		—		(4)		(2)		(6)
September 26, 2020	$	34	$	24	$	13	$	45	$	116
Intangible assets subject to amortization, net
December 28, 2019	$	33	$	20	$	45	$	395	$	493
Amortization	(3)		(3)		(2)		(13)		(21)
Currency translation adjustment	—		—		(12)		(22)		(34)
September 26, 2020	$	30	$	17	$	31	$	360	$	438

For intangible assets in the preceding table, amortization was $21 million and $20 million for the year-to-date periods ended September 26, 2020 and September 28, 2019, respectively. The currently estimated aggregate annual amortization expense for full-year 2020 is approximately $28 million.

Intangible assets not subject to amortization

(millions)	North America		Europe		Latin America		AMEA		Consoli- dated
December 28, 2019	$	1,238	$	392	$	70	$	383	$	2,083
Currency translation adjustment	—		17		(19)		(21)		(23)
September 26, 2020	$	1,238	$	409	$	51	$	362	$	2,060

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Restructuring Programs

9 Months Ended

Sep. 26, 2020

Restructuring and Related Activities [Abstract]

Restructuring and Cost Reduction Activities

Restructuring programs

The Company views its restructuring programs as part of its operating principles to provide greater visibility in achieving its long-term profit growth targets. Initiatives undertaken are currently expected to recover cash implementation costs within a 3 to 5-year period of completion. Upon completion (or as each major stage is completed in the case of multi-year programs), the project begins to deliver cash savings and/or reduced depreciation.

During the second quarter of 2019, the Company announced a reorganization plan for the European reportable segment designed to simplify the organization, increase organizational efficiency, and enhance key processes. The overall project is expected to be substantially completed by the end of fiscal year 2020.

The project is expected to result in cumulative pretax net charges of approximately $40 million, including certain non-cash credits. Cash costs are expected to be approximately $50 million. The total expected charges will include severance and other termination benefits and charges related to relocation, third party legal and consulting fees, and contract termination costs.

The charges related to this initiative were less than $1 million during the quarter ended September 26, 2020 and were $3 million for year-to-date period ended September 26, 2020. These charges were recorded in SG&A expense. Since inception, the Company has recognized total charges, including non-cash credits, of $41 million attributed to this initiative.

Additionally during the second quarter of 2019, the Company announced a reorganization plan which primarily impacted the North America reportable segment. The reorganization plan was designed to simplify the organization that supports the remaining North America reportable segment after the divestiture and related transition. The overall project is expected to be substantially completed by the end of fiscal year 2020.

The overall project is expected to result in cumulative pretax charges of approximately $25 million. Cash costs are expected to approximate the pretax charges. Total expected charges will include severance and other termination benefits and charges related to third party consulting fees.

The charges related to this initiative were less than $1 million during the quarter ended and year-to-date period ended September 26, 2020. Since inception, the Company has recognized total charges of $21 million attributed to this initiative. These charges were recorded in SG&A expense.

In addition to the projects discussed above, during the year-to-date period ended September 26, 2020 the Company also incurred restructuring costs of $4 million in the Latin America reportable segment and $8 million in the AMEA reportable segment related to reorganization and simplification of those businesses. These costs primarily relate to severance and other termination benefits.

Project K

As of the end of 2019, the Company completed implementation of all Project K initiatives. Total project charges, after-tax cash costs and annual savings delivered by Project K were in line with expectations.

During the quarter and year-to-date period ended September 28, 2019, the Company recorded total charges of $15 million and $38 million, respectively, related to Project K.

Total Projects

The tables below provide the details for charges incurred during the quarters and year-to-date periods ended September 26, 2020 and September 28, 2019 and program costs to date for all programs currently active as of September 26, 2020.

	Quarter ended				Year-to-date period ended				Program costs to date
(millions)	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019		September 26, 2020
Employee related costs	$	—	$	(1)	$	13	$	41	$	63
Pension curtailment (gain) loss, net	—		—		—		—		(5)
Asset related costs	—		5		—		15		—
Other costs	—		14		2		35		16
Total	$	—	$	18	$	15	$	91	$	74
	Quarter ended				Year-to-date period ended				Program costs to date
(millions)	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019		September 26, 2020
North America	$	—	$	13	$	(2)	$	45	$	19
Europe	—		1		3		35		41
Latin America	—		4		4		8		4
AMEA	—		—		8		3		8
Corporate	—		—		2		—		2
Total	$	—	$	18	$	15	$	91	$	74

Charges related to restructuring programs were less than $1 million during the quarter ended September 26, 2020. During the year-to-date period ended September 26, 2020, the Company recorded total charges of $15 million across all restructuring programs. The charges were comprised of $6 million recorded in COGS and $9 million recorded in SG&A expense.

During the quarter ended September 28, 2019, the Company recorded total net charges of $18 million across all restructuring programs. The charges were comprised of $13 million of expense recorded in COGS and $5 million of expense recorded in SG&A expense. During the year-to-date period ended September 28, 2019, the Company recorded total charges of $91 million across all restructuring programs. The charges were comprised of $30 million recorded in COGS and $61 million recorded in SG&A expense.

Employee related costs consist primarily of severance and related benefits. Pension curtailment (gain) loss consists of curtailment gains or losses that resulted from project initiatives. Asset related costs consist primarily of accelerated depreciation and asset write-offs. Other costs consist of third-party incremental costs related to the development and implementation of enhanced global structures and capabilities.

At September 26, 2020 total project reserves were $22 million, related to severance payments and other costs of which a substantial portion will be paid in 2020. The following table provides details for exit cost reserves related to the reorganizations described above.

	Employee Related Costs		Pension curtailment (gain) loss, net		Other Costs		Total
Liability as of December 28, 2019	$	37	$	—	$	1	$	38
2020 restructuring charges	13		—		2		15
Cash payments	(28)		—		(3)		(31)
Non-cash charges and other	—		—		—		—
Liability as of September 26, 2020	$	22	$	—	$	—	$	22

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Equity

9 Months Ended

Sep. 26, 2020

Equity [Abstract]

Equity

Equity

Earnings per share

Basic earnings per share is determined by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is similarly determined, except that the denominator is increased to include the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. Dilutive potential common shares consist principally of employee stock options issued by the Company, restricted stock units, and to a lesser extent, certain contingently issuable performance shares. There were 7 million anti-dilutive potential common shares excluded from the reconciliation for the quarter and year-to-date periods ended September 26, 2020. There were 10 million and 14 million anti-dilutive potential common shares excluded from the reconciliation for the quarter and year-to-date periods ended September 28, 2019. Please refer to the Consolidated Statement of Income for basic and diluted earnings per share for the quarter and year-to-date periods ended September 26, 2020 and September 28, 2019.

Share repurchases

In February 2020, the board of directors approved a new authorization to repurchase up to $1.5 billion of our common stock through December 2022. During the year-to-date period ended September 26, 2020, the company did not repurchase any shares of common stock and $1.5 billion remains available under the authorization.

During the year-to-date period ended September 28, 2019, the Company repurchased approximately 4 million shares of common stock for a total of $220 million.

Comprehensive income

Comprehensive income includes net income and all other changes in equity during a period except those resulting from investments by or distributions to shareholders. Other comprehensive income consists of foreign currency translation adjustments, fair value adjustments associated with cash flow hedges, adjustments for net experience losses and prior service cost related to employee benefit plans, and adjustments for unrealized gains and losses on available-for-sale securities, net of related tax effects.

Reclassifications out of Accumulated other comprehensive income (AOCI) for the quarter and year-to-date periods ended September 26, 2020 and September 28, 2019, consisted of the following:

(millions)
Details about AOCI components	Amount reclassified from AOCI				Line item impacted within Income Statement
	Quarter ended September 26, 2020		Year-to-date period ended September 26, 2020
(Gains) losses on cash flow hedges:
Interest rate contracts	$	4	$	11	Interest expense
	$	4	$	11	Total before tax
	(1)		(3)		Tax expense (benefit)
	$	3	$	8	Net of tax
Amortization of postretirement and postemployment benefits:
Net experience (gain) loss	$	—	$	(2)	OIE
Prior service cost	—		(1)		See Note 9 for further details
	$	—	$	(3)	Total before tax
	—		1		Tax expense (benefit)
	$	—	$	(2)	Net of tax
Total reclassifications	$	3	$	6	Net of tax

(millions)
Details about AOCI components	Amount reclassified from AOCI				Line item impacted within Income Statement
	Quarter ended September 28, 2019		Year-to-date period ended September 28, 2019
(Gains) losses on cash flow hedges:
Interest rate contracts	$	(1)	$	2	Interest expense
	$	(1)	$	2	Total before tax
	—		(1)		Tax expense (benefit)
	$	(1)	$	1	Net of tax
Amortization of postretirement and postemployment benefits:
Net experience loss	$	(1)	$	(3)	See Note 9 for further details
	$	(1)	$	(3)	Total before tax
	—		1		Tax expense (benefit)
	$	(1)	$	(2)	Net of tax
(Gain) loss on available-for-sale securities:
Corporate bonds	$	(4)	$	(4)	OIE
	$	(4)	$	(4)	Total before tax
	—		—		Tax expense (benefit)
	$	(4)	$	(4)	Net of tax
Total reclassifications	$	(6)	$	(5)	Net of tax

Accumulated other comprehensive income (loss), net of tax, as of September 26, 2020 and December 28, 2019 consisted of the following:

(millions)	September 26, 2020		December 28, 2019
Foreign currency translation adjustments	$	(1,688)	$	(1,399)
Cash flow hedges — unrealized net gain (loss)	(80)		(60)
Postretirement and postemployment benefits:
Net experience gain (loss)	6		7
Prior service credit (cost)	3		4
Available-for-sale securities unrealized net gain (loss)	2		—
Total accumulated other comprehensive income (loss)	$	(1,757)	$	(1,448)

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Notes payable and long-term debt

9 Months Ended

Sep. 26, 2020

Debt Disclosure [Abstract]

Notes payable

Notes payable and long-term debt

The following table presents the components of notes payable at September 26, 2020 and December 28, 2019:

	September 26, 2020				December 28, 2019
(millions)	Principal amount		Effective interest rate		Principal amount		Effective interest rate
U.S. commercial paper	$	—	—	%	$	3	1.78	%
Bank borrowings	116				104
Total	$	116			$	107

In May of 2020, the Company issued $500 million of ten-year 2.10% Notes due 2030, resulting in net proceeds after debt discount of $496 million. The proceeds from these notes were used for general corporate purposes, including the payment of offering related fees and expenses, repayment of a portion of the $600 million 4.00% Notes due 2020 when they mature on December 15, 2020, and repayment of a portion of commercial paper borrowings. The Notes contain customary covenants that limit the ability of the Company and its restricted subsidiaries (as defined) to incur certain liens or enter into certain sale and lease-back transactions, as well as a change of control provision.

In connection with the May 2020 debt issuance, the Company terminated forward starting interest rate swaps with notional amounts totaling $500 million, resulting in a $51 million loss that will be amortized to interest expense over the term of the Notes.

In August 2019, the Company redeemed $191 million of its 4.15% U.S. Dollar Notes due November 2019, $248 million of its 4.00% U.S. Dollar Notes due 2020, $202 million of its 3.25% U.S. Dollar Notes due 2021, and $50 million of its 2.65% U.S. Dollar Notes due 2023. In connection with the debt redemption, the Company incurred $15 million of interest expense, consisting primarily of a premium on the tender offer and also including accelerated

losses on pre-issuance interest rate hedges, acceleration of unamortized debt discount and fees on the redeemed

debt and fees related to the tender offer.

In September 2019, the Company redeemed $309 million of its 4.15% U.S. Dollar Notes due November 2019, the

remaining principal balance subsequent to the August redemption. In connection with the debt redemption, the

Company incurred $1 million of interest expense, consisting primarily of a premium and also including accelerated

losses on pre-issuance interest rate hedges, acceleration of fees and debt discount on the redeemed debt and fees

related to the make whole call.

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Stock Compensation

9 Months Ended

Sep. 26, 2020

Share-based Payment Arrangement [Abstract]

Stock Compensation

Stock compensation

The Company uses various equity-based compensation programs to provide long-term performance incentives for its global workforce. Currently, these incentives consist principally of stock options, restricted stock units, and executive performance shares. The Company also sponsors a discounted stock purchase plan in the United States and matching-grant programs in several international locations. Additionally, the Company awards restricted stock to its outside directors. The interim information below should be read in conjunction with the disclosures included within the stock compensation footnote of the Company’s 2019 Annual Report on Form 10-K.

In April 2020, the Amended and Restated Kellogg Company 2002 Employee Stock Purchase Plan was approved by shareholders, effective July 1, 2020. The plan is a tax-qualified employee stock purchase plan made available to substantially all U.S. employees, which allows participants to acquire Kellogg stock at a discounted price. The purpose of the plan is to encourage employees at all levels to purchase stock and become shareholders.

The Company classifies pre-tax stock compensation expense in COGS and SG&A expense principally within its Corporate segment. For the periods presented, compensation expense for all types of equity-based programs and the related income tax benefit recognized was as follows:

	Quarter ended				Year-to-date period ended
(millions)	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019
Pre-tax compensation expense	$	18	$	14	$	59	$	46
Related income tax benefit	$	5	$	4	$	16	$	12

In February, the Company granted stock options, restricted stock units, and performance shares, in conjunction with our primary annual award, under the 2017 Long-Term Incentive Plan, approved by shareholders in 2017.

During the year-to-date period ended September 26, 2020, the Company granted approximately 0.6 million restricted stock units at a weighted average cost of $66 per share and 2.3 million non-qualified stock options at a weighted average cost of $7 per share. Terms of these grants and the Company’s methods for determining grant-date fair value of the awards were consistent with that described within the stock compensation footnote in the Company’s 2019 Annual Report on Form 10-K.

Performance shares

In the first quarter of 2020, the Company granted performance shares to a limited number of senior level employees, which entitle these employees to receive a specified number of shares of the Company’s common stock upon vesting. The number of shares earned could range between 0% and 200% of the target amount depending upon performance achieved over the three year vesting period. The performance conditions of the award include three year cumulative organic net sales growth and three year aggregate operating cash flow.

Compensation cost related to organic net sales growth performance and cash flow targets are revised for changes in the expected outcome. The 2020 target grant currently corresponds to approximately 337,000 shares, with a grant-date fair value of $66 per share.

The 2017 performance share award, payable in stock, was settled at 90% of target in February 2020 for a total dollar equivalent of $6 million.

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Employee Benefits

9 Months Ended

Sep. 26, 2020

Retirement Benefits [Abstract]

Employee Benefits

Employee benefitsThe Company sponsors a number of U.S. and foreign pension plans as well as other nonpension postretirement and postemployment plans to provide various benefits for its employees. These plans are described within the footnotes to the Consolidated Financial Statements included in the Company’s 2019 Annual Report on Form 10-K. Components of Company plan benefit expense for the periods presented are included in the tables below.

Pension

	Quarter ended				Year-to-date period ended
(millions)	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019
Service cost	$	9	$	9	$	27	$	27
Interest cost	31		42		99		131
Expected return on plan assets	(87)		(86)		(257)		(254)
Amortization of unrecognized prior service cost	1		1		5		5
Recognized net (gain) loss	7		23		64		34
Net periodic benefit cost	$	(39)	$	(11)	$	(62)	$	(57)
Curtailment (gain) loss	—		(11)		(7)		(11)
Total pension (income) expense	$	(39)	$	(22)	$	(69)	$	(68)

Other nonpension postretirement

	Quarter ended				Year-to-date period ended
(millions)	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019
Service cost	$	2	$	5	$	9	$	12
Interest cost	7		10		23		30
Expected return on plan assets	(24)		(23)		(70)		(65)
Amortization of unrecognized prior service cost	(1)		(2)		(6)		(6)
Recognized net (gain) loss	—		(55)		—		(55)
Net periodic benefit cost	(16)		(65)		(44)		(84)
Curtailment (gain) loss	—		(6)		—		(6)
Total postretirement benefit (income) expense	$	(16)	$	(71)	$	(44)	$	(90)

Postemployment

	Quarter ended				Year-to-date period ended
(millions)	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019
Service cost	$	1	$	1	$	3	$	3
Interest cost	1		—		1		1
Recognized net (gain) loss	—		(1)		(2)		(3)
Total postemployment benefit expense	$	2	$	—	$	2	$	1

For the quarter and year-to-date periods ended September 26, 2020, the Company recognized a loss of $7 million and $15 million, respectively, related to the remeasurement of a U.S. pension plan as current year distributions are expected to exceed service and interest costs resulting in settlement accounting for that particular plan. The amount of the remeasurement recognized was due primarily to changes in the discount rate relative to the previous measurement.

During the second quarter of 2020, the Company recognized a curtailment gain of $7 million, as certain U.S. pension plan benefits were frozen for a portion of the population. The Company remeasured the benefit obligation for the impacted pension plan, resulting in a mark-to-market loss of $49 million. The loss was due primarily to a lower discount rate partially offset by plan asset returns in excess of the expected rate of return.

For the quarter and year-to-date periods ended September 28, 2019, the Company recognized a loss of $15 million and $26 million, respectively, related to the remeasurement of a U.S. pension plan as current year distributions were expected to exceed service and interest costs, resulting in settlement accounting for that particular plan. The amount of the remeasurement loss recognized was due primarily to an unfavorable change in the discount rate.

In conjunction with the completion of the sale of selected cookies, fruit and fruit-flavored snacks, pie crusts, and ice

cream cones businesses on July 28, 2019, the Company recognized curtailment gains in its U.S. pension and

nonpension postretirement plans of $11 million and $6 million, respectively, during the third quarter of 2019. Additionally, the Company was required to remeasure those plans. The Company recorded a mark-to-market loss of $8 million in our U.S. pension plan due to a lower discount rate and a reduction of the expected return on assets from 7.5% to 7.0% based on an updated target portfolio mix. These decreases were partially offset by better than expected asset returns. We recorded a mark-to-market gain of $55 million related to the remeasurement of a U.S. nonpension postretirement plan as a result of better than expected asset returns, partially offset by a lower discount rate and a reduction of the expected return on assets from 7.5% to 7.0% based on an updated target portfolio mix.

Company contributions to employee benefit plans are summarized as follows:

(millions)	Pension		Nonpension postretirement		Total
Quarter ended:
September 26, 2020	$	1	$	6	$	7
September 28, 2019	$	2	$	5	$	7
Year-to-date period ended:
September 26, 2020	$	4	$	15	$	19
September 28, 2019	$	6	$	13	$	19
Full year:
Fiscal year 2020 (projected)	$	7	$	19	$	26
Fiscal year 2019 (actual)	$	10	$	18	$	28

Plan funding strategies may be modified in response to management's evaluation of tax deductibility, market conditions, and competing investment alternatives.

Multi-employer pension plan exit liability

During the third quarter of 2019, the Company incurred a pre-tax charge of $132 million due to withdrawing from

two multi-employer pension plans. The cash obligation was originally estimated to be approximately $8 million annually for 20 years. The net present value of the liability was determined using a risk free interest rate. The charge was recorded within COGS on the Consolidated Statement of Income and Other current liabilities and Other liabilities on the Consolidated Balance Sheet.

During the second quarter of 2020, the Company adjusted the estimated withdrawal liability associated with a plan withdrawn from during the third quarter of 2019. The adjustment resulted in a gain of $5 million during the second quarter and resulted from a July 2020 agreement with the plan under which the Company paid $7 million in full settlement of the withdrawal liability.

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Income Taxes

9 Months Ended

Sep. 26, 2020

Income Tax Disclosure [Abstract]

Income Taxes

Income taxes

The consolidated effective tax rate for the quarter ended September 26, 2020 and September 28, 2019 was 16% and 27%, respectively. The effective tax rate for the quarter was favorably impacted by the reversal of a liability for uncertain tax positions of $32 million, resulting from the finalization of a tax examination. The reserves were related to the Company's estimate of the transition tax liability in conjunction with the finalization of accounting under Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act.

The consolidated effective tax rate for the year-to-date periods ended September 26, 2020 and September 28, 2019 was 20% and 22%, respectively. The effective tax rate for the year-to-date period was favorably impacted by the reversal of the liability noted above.

As of September 26, 2020, the Company classified $16 million of unrecognized tax benefits as a net current tax liability. Management's estimate of reasonably possible changes in unrecognized tax benefits during the next twelve months consists of the current liability expected to be settled within one year, offset by approximately $3 million of projected additions related primarily to ongoing intercompany transfer pricing activity. Management is currently unaware of any issues under review that could result in significant additional payments, accruals or other material deviation in this estimate.

The Company’s total gross unrecognized tax benefits as of September 26, 2020 was $62 million. Of this balance, $53 million represents the amount that, if recognized, would affect the Company’s effective income tax rate in future periods.

December 28, 2019	$	90
Tax positions related to current year:
Additions	3
Reductions	—
Tax positions related to prior years:
Additions	5
Reductions	(34)
Settlements	(2)
Lapse in statute of limitations	—
September 26, 2020	$	62

The accrual balance for tax-related interest was approximately $13 million at September 26, 2020.

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Derivative Instruments and Fair Value Measurements

9 Months Ended

Sep. 26, 2020

Derivative Instruments and Fair Value Measurements [Abstract]

Derivative Instruments and Fair Value Measurements

Derivative instruments and fair value measurements

The Company is exposed to certain market risks such as changes in interest rates, foreign currency exchange rates, and commodity prices, which exist as a part of its ongoing business operations. Management uses derivative and nonderivative financial instruments 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.

The Company designates derivatives and nonderivative hedging instruments as cash flow hedges, fair value hedges, net investment hedges, and uses other contracts to reduce volatility in interest rates, foreign currency and commodities. As a matter of policy, the Company does not engage in trading or speculative hedging transactions.

Derivative instruments are classified on the Consolidated Balance Sheet based on the contractual maturity of the instrument or the timing of the underlying cash flows of the instrument for derivatives with contractual maturities beyond one year.  Any collateral associated with derivative instruments is classified as other assets or other current liabilities on the Consolidated Balance Sheet depending on whether the counterparty collateral is in an asset or liability position.  Margin deposits related to exchange-traded commodities are recorded in accounts receivable, net on the Consolidated Balance Sheet.  On the Consolidated Statement of Cash Flows, cash flows associated with derivative instruments are classified according to the nature of the underlying hedged item.  Cash flows associated with collateral and margin deposits on exchange-traded commodities are classified as investing cash flows when the collateral account is in an asset position and as financing cash flows when the collateral account is in a liability position.

Total notional amounts of the Company’s derivative instruments as of September 26, 2020 and December 28, 2019 were as follows:

(millions)	September 26, 2020		December 28, 2019
Foreign currency exchange contracts	$	4,288	$	2,628
Cross-currency contracts	1,556		1,540
Interest rate contracts	2,339		1,871
Commodity contracts	300		524
Total	$	8,483	$	6,563

Following is a description of each category in the fair value hierarchy and the financial assets and liabilities of the Company that were included in each category at September 26, 2020 and December 28, 2019, measured on a recurring basis.

Level 1 – Financial assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market. For the Company, level 1 financial assets and liabilities consist primarily of commodity derivative contracts.

Level 2 – Financial assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. For the Company, level 2 financial assets and liabilities consist of interest rate swaps, cross-currency swaps and over-the-counter commodity and currency contracts.

The Company’s calculation of the fair value of interest rate swaps is derived from a discounted cash flow analysis based on the terms of the contract and the interest rate curve. Over-the-counter commodity derivatives are valued using an income approach based on the commodity index prices less the contract rate multiplied by the notional amount. Foreign currency contracts are valued using an income approach based on forward rates less the contract rate multiplied by the notional amount. Cross-currency contracts are valued based on changes in the spot rate at the time of valuation compared to the spot rate at the time of execution, as well as the change in the interest differential between the two currencies. The Company’s calculation of the fair value of level 2 financial assets and liabilities takes into consideration the risk of nonperformance, including counterparty credit risk.

Level 3 – Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability. The Company did not have any level 3 financial assets or liabilities as of September 26, 2020 or December 28, 2019.

The following table presents assets and liabilities that were measured at fair value in the Consolidated Balance Sheet on a recurring basis as of September 26, 2020 and December 28, 2019:

Derivatives designated as hedging instruments

	September 26, 2020						December 28, 2019
(millions)	Level 1		Level 2		Total		Level 1		Level 2		Total
Assets:
Cross-currency contracts:
Other current assets	$	—	$	50	$	50	$	—	$	45	$	45
Other assets	—		45		45		—		40		40
Interest rate contracts:
Other current assets	—		—		—		—		7		7
Other assets (a)	—		30		30		—		4		4
Total assets	$	—	$	125	$	125	$	—	$	96	$	96
Liabilities:
Cross-currency contracts:
Other current liabilities	$	—	$	(5)	$	(5)	$	—	$	—	$	—
Other Liabilities	—		(1)		(1)		—		—		—
Interest rate contracts:
Other current liabilities	—		(2)		(2)		—		(4)		(4)
Other liabilities	—		(1)		(1)		—		—		—
Total liabilities	$	—	$	(9)	$	(9)	$	—	$	(4)	$	(4)

(a) The fair value of the related hedged portion of the Company's long-term debt, a level 2 liability, was $0.7 billion as of September 26, 2020 and December 28, 2019.

Derivatives not designated as hedging instruments

	September 26, 2020						December 28, 2019
(millions)	Level 1		Level 2		Total		Level 1		Level 2		Total
Assets:
Foreign currency exchange contracts:
Other current assets	$	—	$	63	$	63	$	—	$	12	$	12
Other assets	—		5		5		—		—		—
Interest rate contracts:
Other current assets	—		4		4		—		—		—
Other assets	—		15		15		—		—		—
Commodity contracts:
Other current assets	2		—		2		9		—		9
Total assets	$	2	$	87	$	89	$	9	$	12	$	21
Liabilities:
Foreign currency exchange contracts:
Other current liabilities	$	—	$	(47)	$	(47)	$	—	$	(18)	$	(18)
Other liabilities	—		(7)		(7)		—		—		—
Interest rate contracts:
Other current liabilities	—		(6)		(6)		—		—		—
Other liabilities	—		(25)		(25)		—		(13)		(13)
Commodity contracts:
Other current liabilities	(1)		—		(1)		(1)		—		(1)
Total liabilities	$	(1)	$	(85)	$	(86)	$	(1)	$	(31)	$	(32)

The Company has designated its outstanding foreign currency denominated debt as a net investment hedge of a portion of the Company’s investment in its subsidiaries’ foreign currency denominated net assets. The carrying value of this debt, including current and long-term, was approximately $2.7 billion as of September 26, 2020 and $2.6 billion as of December 28, 2019.

The following amounts were recorded on the Consolidated Balance Sheet related to cumulative basis adjustments for existing fair value hedges as of September 26, 2020 and December 28, 2019.

(millions)	Line Item in the Consolidated Balance Sheet in which the hedged item is included	Carrying amount of the hedged liabilities				Cumulative amount of fair value hedging adjustment included in the carrying amount of the hedged liabilities (a)
		September 26, 2020		December 28, 2019		September 26, 2020		December 28, 2019
Interest rate contracts	Current maturities of long-term debt	$	494	$	493	$	—	$	—
Interest rate contracts	Long-term debt	$	2,853	$	2,643	$	23	$	19

(a) The hedged long-term debt includes $14 million and $15 million of hedging adjustment on discontinued hedging relationships as of September 26, 2020 and December 28, 2019, respectively.

The Company has elected to not offset the fair values of derivative assets and liabilities executed with the same counterparty that are generally subject to enforceable netting agreements. However, if the Company were to offset and record the asset and liability balances of derivatives on a net basis, the amounts presented in the Consolidated Balance Sheet as of September 26, 2020 and December 28, 2019 would be adjusted as detailed in the following table:

As of September 26, 2020:			Gross Amounts Not Offset in the Consolidated Balance Sheet
	Amounts Presented in the Consolidated Balance Sheet		Financial Instruments		Cash Collateral Received/ Posted		Net Amount
Total asset derivatives	$	214	$	(94)	$	—	$	120
Total liability derivatives	$	(95)	$	94	$	—	$	(1)

As of December 28, 2019:			Gross Amounts Not Offset in the Consolidated Balance Sheet
	Amounts Presented in the Consolidated Balance Sheet		Financial Instruments		Cash Collateral Received/ Posted		Net Amount
Total asset derivatives	$	117	$	(27)	$	(7)	$	83
Total liability derivatives	$	(36)	$	27	$	—	$	(9)

The effect of derivative instruments on the Consolidated Statements of Income and Comprehensive Income for the quarters ended September 26, 2020 and September 28, 2019 was as follows:

Derivatives and non-derivatives in net investment hedging relationships

(millions)	Gain (loss) recognized in AOCI				Gain (loss) excluded from assessment of hedge effectiveness				Location of gain (loss) in income of excluded component
	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019
Foreign currency denominated long-term debt	$	(94)	$	99	$	—	$	—
Cross-currency contracts	(61)		49		8		9		Interest expense
Total	$	(155)	$	148	$	8	$	9

Derivatives not designated as hedging instruments

(millions)	Location of gain (loss) recognized in income	Gain (loss) recognized in income
		September 26, 2020		September 28, 2019
Foreign currency exchange contracts	COGS	$	(3)	$	7
Foreign currency exchange contracts	Other income (expense), net	(1)		—
Foreign currency exchange contracts	SG&A	(1)		—
Commodity contracts	COGS	17		(21)
Total		$	12	$	(14)

The effect of derivative instruments on the Consolidated Statements of Income and Comprehensive Income for the year-to-date periods ended September 26, 2020 and September 28, 2019 was as follows:

Derivatives and non-derivatives in net investment hedging relationships

(millions)	Gain (loss) recognized in AOCI				Gain (loss) excluded from assessment of hedge effectiveness				Location of gain (loss) in income of excluded component
	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019
Foreign currency denominated long-term debt	$	(103)	$	115	$	—	$	—
Cross-currency contracts	1		64		26		25		Interest expense
Total	$	(102)	$	179	$	26	$	25

Derivatives not designated as hedging instruments

(millions)	Location of gain (loss) recognized in income	Gain (loss) recognized in income
		September 26, 2020		September 28, 2019
Foreign currency exchange contracts	COGS	$	43	$	(3)
Foreign currency exchange contracts	Other income (expense), net	5		(1)
Foreign currency exchange contracts	SGA	3		—
Interest rate contracts	Interest expense	1		—
Commodity contracts	COGS	(33)		(13)
Total		$	19	$	(17)

The effect of fair value and cash flow hedge accounting on the Consolidated Income Statement for the quarters ended September 26, 2020 and September 28, 2019:

		September 26, 2020		September 28, 2019
(millions)		Interest Expense		Interest Expense
Total amounts of income and expense line items presented in the Consolidated Income Statement in which the effects of fair value or cash flow hedges are recorded		$	63	$	72
	Gain (loss) on fair value hedging relationships:
	Interest contracts:
	Hedged items	(2)		(5)
	Derivatives designated as hedging instruments	2		7
	Gain (loss) on cash flow hedging relationships:
	Interest contracts:
	Amount of gain (loss) reclassified from AOCI into income	(4)		1

The effect of fair value and cash flow hedge accounting on the Consolidated Income Statement for the year-to-date periods ended September 26, 2020 and September 28, 2019:

		September 26, 2020		September 28, 2019
(millions)		Interest Expense		Interest Expense
Total amounts of income and expense line items presented in the Consolidated Income Statement in which the effects of fair value or cash flow hedges are recorded		$	196	$	221
	Gain (loss) on fair value hedging relationships:
	Interest contracts:
	Hedged items	(5)		(42)
	Derivatives designated as hedging instruments	6		44
	Gain (loss) on cash flow hedging relationships:
	Interest contracts:
	Amount of gain (loss) reclassified from AOCI into income	(11)		(2)

During the next 12 months, the Company expects $16 million of net deferred losses reported in AOCI at September 26, 2020 to be reclassified to income, assuming market rates remain constant through contract maturities.

Certain of the Company’s derivative instruments contain provisions requiring the Company to post collateral on those derivative instruments that are in a liability position if the Company’s credit rating is at or below BB+ (S&P), or Baa1 (Moody’s). The fair value of all derivative instruments with credit-risk-related contingent features in a liability position on September 26, 2020 was not material. In addition, certain derivative instruments contain provisions that would be triggered in the event the Company defaults on its debt agreements. There were no collateral posting as of September 26, 2020 triggered by credit-risk-related contingent features.

Other fair value measurements

Marketable securities

During the quarter and year-to-date periods ended September 26, 2020, the Company invested $50 million and $250 million, respectively, in a mutual fund holding short term debt securities. The investment is measured at fair value using the net asset value (NAV) per share as a practical expedient and as a result, this investment has not been classified in the fair value hierarchy. As of September 26, 2020, fair value using the NAV was $250 million.

Available for sale securities

	September 26, 2020						December 28, 2019
			Unrealized						Unrealized
(millions)	Cost		Gain (Loss)		Market Value		Cost		Gain (Loss)		Market Value
Corporate bonds	$	62	$	2	$	64	$	—	$	—	$	—

The market values of the Company's investments in level 2 corporate bonds were based on matrices or models from pricing vendors. Unrealized gains and losses were included in the Consolidated Statement of Comprehensive Income. Additionally, these investments were recorded within Other current assets and Other assets on the Consolidated Balance Sheet, based on the maturity of the individual security. The maturity dates of the securities range from 2020 to 2036.

The Company reviews its investment portfolio for any unrealized losses that would be deemed other-than-temporary and requires the recognition of an impairment loss in earnings. If the cost of an investment exceeds its fair value, the Company evaluates, among other factors, general market conditions, the duration and extent to which the fair value is less than its cost, the Company's intent to hold the investment, and whether it is more likely than not that the Company will be required to sell the investment before recovery of the cost basis. The Company also considers the type of security, related industry and sector performance, and published investment ratings. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded and a new cost basis in the

investment is established. If conditions within individual markets, industry segments, or macro-economic environments deteriorate, the Company could incur future impairments.

Financial instruments

The carrying values of the Company’s short-term items, including cash, cash equivalents, accounts receivable, accounts payable, notes payable and current maturities of long-term debt approximate fair value. The fair value of the Company’s long-term debt, which are level 2 liabilities, is calculated based on broker quotes. The fair value and carrying value of the Company's long-term debt was $7.9 billion and $7.0 billion, respectively, as of September 26, 2020. The fair value and carrying value of the Company's long-term debt were $7.8 billion and $7.2 billion, respectively, as of December 28, 2019.

Counterparty credit risk concentration and collateral requirements

The Company is exposed to credit loss in the event of nonperformance by counterparties on derivative financial and commodity contracts. Management believes a concentration of credit risk with respect to derivative counterparties is limited due to the credit ratings and use of master netting and reciprocal collateralization agreements with the counterparties and the use of exchange-traded commodity contracts.

Master netting agreements apply in situations where the Company executes multiple contracts with the same counterparty. Certain counterparties represent a concentration of credit risk to the Company. If those counterparties fail to perform according to the terms of derivative contracts, this would result in a loss to the Company of approximately $96 million, net of collateral already received from those counterparties, as of September 26, 2020.

For certain derivative contracts, reciprocal collateralization agreements with counterparties call for the posting of collateral in the form of cash, treasury securities or letters of credit if a fair value loss position to the Company or its counterparties exceeds a certain amount. In addition, the Company is required to maintain cash margin accounts in connection with its open positions for exchange-traded commodity derivative instruments executed with the counterparty that are subject to enforceable netting agreements. As of September 26, 2020, collateral related to reciprocal collateralization agreements and margin deposits for exchange-traded commodity derivative instruments, were immaterial.

Management believes concentrations of credit risk with respect to accounts receivable is limited due to the generally high credit quality of the Company’s major customers, as well as the large number and geographic dispersion of smaller customers. However, the Company conducts a disproportionate amount of business with a small number of large multinational grocery retailers, with the five largest accounts encompassing approximately 22% of consolidated trade receivables at September 26, 2020.

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Reportable Segments

9 Months Ended

Sep. 26, 2020

Segment Reporting [Abstract]

Reportable Segments

Reportable segments

Kellogg Company is the world’s leading producer of cereal, second largest producer of crackers, and a leading producer of savory snacks and frozen foods. Additional product offerings include toaster pastries, cereal bars, veggie foods and noodles. Kellogg products are manufactured and marketed globally. Principal markets for these products include the United States, United Kingdom, and Nigeria.

The Company manages its operations through four operating segments that are based on geographic location – North America which includes U.S. businesses and Canada; Europe which consists principally of European countries; Latin America which consists of Central and South America and includes Mexico; and AMEA (Asia Middle East Africa) which consists of Africa, Middle East, Australia and other Asian and Pacific markets. These operating segments also represent our reportable segments.

On July 28, 2019, the Company completed its sale of selected cookies, fruit and fruit-flavored snacks, pie crusts, and ice cream cones businesses to Ferrero for approximately $1.3 billion in cash.  Both the total assets and net assets, consisting primarily of goodwill and intangibles, property, plant and equipment, and inventory, of the businesses were approximately $1.3 billion. The operating results for these businesses were primarily included in the North America reportable segment prior to the sale. Reported net sales for the divested businesses totaled $55 million and $562 million for the quarter and year-to-date periods ended September 28, 2019, respectively.

The measurement of reportable segment results is based on segment operating profit which is generally consistent with the presentation of operating profit in the Consolidated Statement of Income. Reportable segment results were as follows:

	Quarter ended				Year-to-date period ended
(millions)	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019
Net sales
North America	$	2,059	$	2,059	$	6,323	$	6,496
Europe	552		527		1,624		1,566
Latin America	236		244		686		707
AMEA	582		542		1,673		1,586
Consolidated	$	3,429	$	3,372	$	10,306	$	10,355
Operating profit
North America	$	321	$	208	$	1,151	$	910
Europe	63		68		224		164
Latin America	31		23		84		61
AMEA	58		53		142		145
Total Reportable Segments	473		352		1,601		1,280
Corporate	(62)		(89)		(225)		(239)
Consolidated	$	411	$	263	$	1,376	$	1,041

Supplemental product information is provided below for net sales to external customers:

	Quarter ended				Year-to-date period ended
(millions)	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019
Snacks*	$	1,593	$	1,610	$	4,669	$	5,132
Cereal*	1,324		1,280		4,093		3,811
Frozen	279		260		857		786
Noodles and other	233		222		687		626
Consolidated	$	3,429	$	3,372	$	10,306	$	10,355

* The year-to-date snacks and cereal net sales reflect the correction of an error in the Company’s first quarter 2020 disclosure. First quarter net

sales for snacks was understated $229 million and net sales for cereal was overstated $229 million within the disclosure included in our

previously issued first quarter financial statements. The revisions, which did not impact consolidated net sales, are not considered material to the

first, second or third quarter 2020 financial statements.

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Supplemental Financial Statement Data

9 Months Ended

Sep. 26, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Supplemental Balance Sheet Disclosures [Text Block]

Supplemental Financial Statement Data

Consolidated Balance Sheet
(millions)	September 26, 2020 (unaudited)		December 28, 2019
Trade receivables	$	1,414	$	1,315
Allowance for doubtful accounts	(22)		(10)
Refundable income taxes	17		56
Other receivables	217		215
Accounts receivable, net	$	1,626	$	1,576
Raw materials and supplies	$	334	$	303
Finished goods and materials in process	929		923
Inventories	$	1,263	$	1,226
Property	$	9,100	$	9,051
Accumulated depreciation	(5,616)		(5,439)
Property, net	$	3,484	$	3,612
Pension	$	298	$	241
Deferred income taxes	219		231
Nonpension postretirement benefits	328		283
Other	507		384
Other assets	$	1,352	$	1,139
Accrued income taxes	$	29	$	42
Accrued salaries and wages	316		290
Other	780		577
Other current liabilities	$	1,125	$	909
Income taxes payable	$	54	$	81
Nonpension postretirement benefits	32		33
Other	434		429
Other liabilities	$	520	$	543

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Contingencies

9 Months Ended

Sep. 26, 2020

Loss Contingency [Abstract]

Contingencies

Contingencies

The Company is subject to various legal proceedings, claims, and governmental inspections or investigations in the ordinary course of business covering matters such as general commercial, governmental regulations, antitrust and trade regulations, product liability, environmental, intellectual property, workers’ compensation, employment and other actions. These matters are subject to uncertainty and the outcome is not predictable with assurance. The Company uses a combination of insurance and self-insurance for a number of risks, including workers’ compensation, general liability, automobile liability and product liability.

In 2016, a class action complaint was filed against Kellogg in the Northern District of California relating to statements made on packaging for certain products. In August 2019, the Court ruled in favor of the plaintiff regarding certain statements made on the Company’s products and ordered the parties to conduct settlement discussions related to all matters in dispute. In October 2019, the plaintiff filed a motion to the Court to approve a settlement between Kellogg and the class. During 2019, the Company concluded that the contingency related to the unfavorable ruling was probable and estimable, resulting in a liability being recorded. In February 2020, the Court denied plaintiff’s motion to approve the settlement and the parties are continuing arbitration. This litigation, including any potential settlement, is not expected to have a material impact on the Company’s consolidated financial statements.  The Company will continue to evaluate the likelihood of potential outcomes as the litigation continues.

The Company has established accruals for certain matters where losses are deemed probable and reasonably estimable. There are other claims and legal proceedings pending against the Company for which accruals have not been established. It is reasonably possible that some of these matters could result in an unfavorable judgment against the Company and could require payment of claims in amounts that cannot be estimated at September 26, 2020. Based upon current information, management does not expect any of the claims or legal proceedings pending against the Company to have a material impact on the Company’s consolidated financial statements.

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Subsequent Event	9 Months Ended
	Sep. 26, 2020
Subsequent Events [Abstract]
Subsequent Events	Subsequent eventsDuring October of 2020, the Company settled obligations associated with approximately 8,000 retired participants within our U.S. defined benefit pension plan to reduce pension obligations and administrative expenses. A group annuity contract was purchased on behalf of these participants with a third-party insurance provider resulting in a reduction of the Company's pension benefit obligations and plan assets of approximately $470 million.

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Accounting Policies (Policies)

9 Months Ended

Sep. 26, 2020

Accounting Policies [Abstract]

Basis of presentation

Basis of presentation

The unaudited interim financial information of Kellogg Company (the Company) included in this report 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, financial position, equity and cash flows for the periods presented. This interim information should be read in conjunction with the financial statements and accompanying footnotes within the Company’s 2019 Annual Report on Form 10-K.

The condensed balance sheet information at December 28, 2019 was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States. The results of operations for the quarter ended September 26, 2020 are not necessarily indicative of the results to be expected for other interim periods or the full year.

During the quarter ended September 26, 2020, the Company began to recognize an estimate of certain customer allowances at the time of sale in accordance with ASC 606, resulting in an out-of-period adjustment of $14 million decreasing net sales and accounts receivable. The Company determined the adjustment to be immaterial to current and previously issued financial statements.

Accounts payable

Accounts payableThe Company has agreements with certain third parties to provide accounts payable tracking systems which facilitates participating suppliers’ ability to monitor and, if elected, sell payment obligations from the Company to designated third-party financial institutions. Participating suppliers may, at their sole discretion, make offers to sell one or more payment obligations of the Company prior to their scheduled due dates at a discounted price to participating financial institutions. The Company’s goal in entering into these agreements is to capture overall supplier savings, in the form of payment terms or vendor funding, created by facilitating suppliers’ ability to sell payment obligations, while providing them with greater working capital flexibility. We have no economic interest in the sale of these suppliers’ receivables and no direct financial relationship with the financial institutions concerning these services. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by suppliers’ decisions to sell amounts under these arrangements. However, the Company’s right to offset balances due from suppliers against payment obligations is restricted by this agreement for those payment obligations that have been sold by suppliers.

New accounting standards adopted and accounting standards to be adopted in future periods

Adoption of new accounting standards

Cloud Computing Arrangements. In August 2018, the FASB issued ASU 2018-15: Intangibles - Goodwill and Other - Internal-Use Software: Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. The ASU allows companies to capitalize implementation costs incurred in a hosting arrangement that is a service contract over the term of the hosting arrangement, including periods covered by renewal options that are reasonably certain to be exercised. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019 and can be applied retrospectively or prospectively. Early adoption is permitted. The Company adopted the ASU in the first quarter of 2020 and elected to apply it prospectively. The adoption did not have a material impact to the Company's Consolidated Financial Statements.

Accounting standards to be adopted in future periods

Compensation Retirement Benefits. In August 2018, the FASB issued ASU 2018-14: Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans. The ASU removed disclosures that no longer are considered cost beneficial, clarified the specific requirements of disclosures, and added disclosure requirements identified as relevant. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2020 and can be applied retrospectively or prospectively. Early adoption is permitted. The Company is currently assessing when to adopt the ASU and the impact of adoption.

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Goodwill and Other Intangible Assets (Tables)

9 Months Ended

Sep. 26, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Carrying Amount of Goodwill

Carrying amount of goodwill

(millions)	North America		Europe		Latin America		AMEA		Consoli- dated
December 28, 2019	$	4,422	$	347	$	213	$	879	$	5,861
Currency translation adjustment	(1)		—		(44)		(36)		(81)
September 26, 2020	$	4,421	$	347	$	169	$	843	$	5,780

Intangible Assets Subject to Amortization

Intangible assets subject to amortization

Gross carrying amount
(millions)	North America		Europe		Latin America		AMEA		Consoli- dated
December 28, 2019	$	64	$	41	$	60	$	429	$	594
Currency translation adjustment	—		—		(16)		(24)		(40)
September 26, 2020	$	64	$	41	$	44	$	405	$	554
Accumulated Amortization
December 28, 2019	$	31	$	21	$	15	$	34	$	101
Amortization	3		3		2		13		21
Currency translation adjustment	—		—		(4)		(2)		(6)
September 26, 2020	$	34	$	24	$	13	$	45	$	116
Intangible assets subject to amortization, net
December 28, 2019	$	33	$	20	$	45	$	395	$	493
Amortization	(3)		(3)		(2)		(13)		(21)
Currency translation adjustment	—		—		(12)		(22)		(34)
September 26, 2020	$	30	$	17	$	31	$	360	$	438

Intangible Assets Not Subject to Amortization

Intangible assets not subject to amortization

(millions)	North America		Europe		Latin America		AMEA		Consoli- dated
December 28, 2019	$	1,238	$	392	$	70	$	383	$	2,083
Currency translation adjustment	—		17		(19)		(21)		(23)
September 26, 2020	$	1,238	$	409	$	51	$	362	$	2,060

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Restructuring Programs (Tables)

9 Months Ended

Sep. 26, 2020

Restructuring and Related Activities [Abstract]

Schedule of Restructuring and Cost Reduction Activities

	Quarter ended				Year-to-date period ended				Program costs to date
(millions)	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019		September 26, 2020
Employee related costs	$	—	$	(1)	$	13	$	41	$	63
Pension curtailment (gain) loss, net	—		—		—		—		(5)
Asset related costs	—		5		—		15		—
Other costs	—		14		2		35		16
Total	$	—	$	18	$	15	$	91	$	74
	Quarter ended				Year-to-date period ended				Program costs to date
(millions)	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019		September 26, 2020
North America	$	—	$	13	$	(2)	$	45	$	19
Europe	—		1		3		35		41
Latin America	—		4		4		8		4
AMEA	—		—		8		3		8
Corporate	—		—		2		—		2
Total	$	—	$	18	$	15	$	91	$	74

Schedule of Exit Cost Reserves

The following table provides details for exit cost reserves related to the reorganizations described above.

	Employee Related Costs		Pension curtailment (gain) loss, net		Other Costs		Total
Liability as of December 28, 2019	$	37	$	—	$	1	$	38
2020 restructuring charges	13		—		2		15
Cash payments	(28)		—		(3)		(31)
Non-cash charges and other	—		—		—		—
Liability as of September 26, 2020	$	22	$	—	$	—	$	22

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Equity (Tables)

9 Months Ended

Sep. 26, 2020

Equity [Abstract]

Reclassifications Out of AOCI

Reclassifications out of Accumulated other comprehensive income (AOCI) for the quarter and year-to-date periods ended September 26, 2020 and September 28, 2019, consisted of the following:

(millions)
Details about AOCI components	Amount reclassified from AOCI				Line item impacted within Income Statement
	Quarter ended September 26, 2020		Year-to-date period ended September 26, 2020
(Gains) losses on cash flow hedges:
Interest rate contracts	$	4	$	11	Interest expense
	$	4	$	11	Total before tax
	(1)		(3)		Tax expense (benefit)
	$	3	$	8	Net of tax
Amortization of postretirement and postemployment benefits:
Net experience (gain) loss	$	—	$	(2)	OIE
Prior service cost	—		(1)		See Note 9 for further details
	$	—	$	(3)	Total before tax
	—		1		Tax expense (benefit)
	$	—	$	(2)	Net of tax
Total reclassifications	$	3	$	6	Net of tax

(millions)
Details about AOCI components	Amount reclassified from AOCI				Line item impacted within Income Statement
	Quarter ended September 28, 2019		Year-to-date period ended September 28, 2019
(Gains) losses on cash flow hedges:
Interest rate contracts	$	(1)	$	2	Interest expense
	$	(1)	$	2	Total before tax
	—		(1)		Tax expense (benefit)
	$	(1)	$	1	Net of tax
Amortization of postretirement and postemployment benefits:
Net experience loss	$	(1)	$	(3)	See Note 9 for further details
	$	(1)	$	(3)	Total before tax
	—		1		Tax expense (benefit)
	$	(1)	$	(2)	Net of tax
(Gain) loss on available-for-sale securities:
Corporate bonds	$	(4)	$	(4)	OIE
	$	(4)	$	(4)	Total before tax
	—		—		Tax expense (benefit)
	$	(4)	$	(4)	Net of tax
Total reclassifications	$	(6)	$	(5)	Net of tax

Summary of Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss), net of tax, as of September 26, 2020 and December 28, 2019 consisted of the following:

(millions)	September 26, 2020		December 28, 2019
Foreign currency translation adjustments	$	(1,688)	$	(1,399)
Cash flow hedges — unrealized net gain (loss)	(80)		(60)
Postretirement and postemployment benefits:
Net experience gain (loss)	6		7
Prior service credit (cost)	3		4
Available-for-sale securities unrealized net gain (loss)	2		—
Total accumulated other comprehensive income (loss)	$	(1,757)	$	(1,448)

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Notes payable and long-term debt (Tables)

9 Months Ended

Sep. 26, 2020

Debt Disclosure [Abstract]

Components of Notes Payable

The following table presents the components of notes payable at September 26, 2020 and December 28, 2019:

	September 26, 2020				December 28, 2019
(millions)	Principal amount		Effective interest rate		Principal amount		Effective interest rate
U.S. commercial paper	$	—	—	%	$	3	1.78	%
Bank borrowings	116				104
Total	$	116			$	107

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Stock Compensation (Tables)

9 Months Ended

Sep. 26, 2020

Share-based Payment Arrangement [Abstract]

Schedule of Compensation Expense for Equity-Based Programs and Related Income Tax Benefits

For the periods presented, compensation expense for all types of equity-based programs and the related income tax benefit recognized was as follows:

	Quarter ended				Year-to-date period ended
(millions)	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019
Pre-tax compensation expense	$	18	$	14	$	59	$	46
Related income tax benefit	$	5	$	4	$	16	$	12

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Employee Benefits (Tables)

9 Months Ended

Sep. 26, 2020

Retirement Benefits [Abstract]

Components of Plan Benefit Expense

Pension

	Quarter ended				Year-to-date period ended
(millions)	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019
Service cost	$	9	$	9	$	27	$	27
Interest cost	31		42		99		131
Expected return on plan assets	(87)		(86)		(257)		(254)
Amortization of unrecognized prior service cost	1		1		5		5
Recognized net (gain) loss	7		23		64		34
Net periodic benefit cost	$	(39)	$	(11)	$	(62)	$	(57)
Curtailment (gain) loss	—		(11)		(7)		(11)
Total pension (income) expense	$	(39)	$	(22)	$	(69)	$	(68)

Other nonpension postretirement

	Quarter ended				Year-to-date period ended
(millions)	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019
Service cost	$	2	$	5	$	9	$	12
Interest cost	7		10		23		30
Expected return on plan assets	(24)		(23)		(70)		(65)
Amortization of unrecognized prior service cost	(1)		(2)		(6)		(6)
Recognized net (gain) loss	—		(55)		—		(55)
Net periodic benefit cost	(16)		(65)		(44)		(84)
Curtailment (gain) loss	—		(6)		—		(6)
Total postretirement benefit (income) expense	$	(16)	$	(71)	$	(44)	$	(90)

Postemployment

	Quarter ended				Year-to-date period ended
(millions)	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019
Service cost	$	1	$	1	$	3	$	3
Interest cost	1		—		1		1
Recognized net (gain) loss	—		(1)		(2)		(3)
Total postemployment benefit expense	$	2	$	—	$	2	$	1

Contributions to Employee Benefit Plans

Company contributions to employee benefit plans are summarized as follows:

(millions)	Pension		Nonpension postretirement		Total
Quarter ended:
September 26, 2020	$	1	$	6	$	7
September 28, 2019	$	2	$	5	$	7
Year-to-date period ended:
September 26, 2020	$	4	$	15	$	19
September 28, 2019	$	6	$	13	$	19
Full year:
Fiscal year 2020 (projected)	$	7	$	19	$	26
Fiscal year 2019 (actual)	$	10	$	18	$	28

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Income Taxes (Tables)

9 Months Ended

Sep. 26, 2020

Income Tax Disclosure [Abstract]

Reconciliation of total gross unrecognized tax benefits

December 28, 2019	$	90
Tax positions related to current year:
Additions	3
Reductions	—
Tax positions related to prior years:
Additions	5
Reductions	(34)
Settlements	(2)
Lapse in statute of limitations	—
September 26, 2020	$	62

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Derivative Instruments and Fair Value Measurements (Tables)

9 Months Ended

Sep. 26, 2020

Derivative Instruments and Fair Value Measurements [Abstract]

Schedule of Total Notional Amounts of Derivative Instruments

Total notional amounts of the Company’s derivative instruments as of September 26, 2020 and December 28, 2019 were as follows:

(millions)	September 26, 2020		December 28, 2019
Foreign currency exchange contracts	$	4,288	$	2,628
Cross-currency contracts	1,556		1,540
Interest rate contracts	2,339		1,871
Commodity contracts	300		524
Total	$	8,483	$	6,563

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

The following table presents assets and liabilities that were measured at fair value in the Consolidated Balance Sheet on a recurring basis as of September 26, 2020 and December 28, 2019:

Derivatives designated as hedging instruments

	September 26, 2020						December 28, 2019
(millions)	Level 1		Level 2		Total		Level 1		Level 2		Total
Assets:
Cross-currency contracts:
Other current assets	$	—	$	50	$	50	$	—	$	45	$	45
Other assets	—		45		45		—		40		40
Interest rate contracts:
Other current assets	—		—		—		—		7		7
Other assets (a)	—		30		30		—		4		4
Total assets	$	—	$	125	$	125	$	—	$	96	$	96
Liabilities:
Cross-currency contracts:
Other current liabilities	$	—	$	(5)	$	(5)	$	—	$	—	$	—
Other Liabilities	—		(1)		(1)		—		—		—
Interest rate contracts:
Other current liabilities	—		(2)		(2)		—		(4)		(4)
Other liabilities	—		(1)		(1)		—		—		—
Total liabilities	$	—	$	(9)	$	(9)	$	—	$	(4)	$	(4)

(a) The fair value of the related hedged portion of the Company's long-term debt, a level 2 liability, was $0.7 billion as of September 26, 2020 and December 28, 2019.

Derivatives not designated as hedging instruments

	September 26, 2020						December 28, 2019
(millions)	Level 1		Level 2		Total		Level 1		Level 2		Total
Assets:
Foreign currency exchange contracts:
Other current assets	$	—	$	63	$	63	$	—	$	12	$	12
Other assets	—		5		5		—		—		—
Interest rate contracts:
Other current assets	—		4		4		—		—		—
Other assets	—		15		15		—		—		—
Commodity contracts:
Other current assets	2		—		2		9		—		9
Total assets	$	2	$	87	$	89	$	9	$	12	$	21
Liabilities:
Foreign currency exchange contracts:
Other current liabilities	$	—	$	(47)	$	(47)	$	—	$	(18)	$	(18)
Other liabilities	—		(7)		(7)		—		—		—
Interest rate contracts:
Other current liabilities	—		(6)		(6)		—		—		—
Other liabilities	—		(25)		(25)		—		(13)		(13)
Commodity contracts:
Other current liabilities	(1)		—		(1)		(1)		—		(1)
Total liabilities	$	(1)	$	(85)	$	(86)	$	(1)	$	(31)	$	(32)

Schedule of Derivative Instruments in Statement of Financial Position Fair Value

The following amounts were recorded on the Consolidated Balance Sheet related to cumulative basis adjustments for existing fair value hedges as of September 26, 2020 and December 28, 2019.

(millions)	Line Item in the Consolidated Balance Sheet in which the hedged item is included	Carrying amount of the hedged liabilities				Cumulative amount of fair value hedging adjustment included in the carrying amount of the hedged liabilities (a)
		September 26, 2020		December 28, 2019		September 26, 2020		December 28, 2019
Interest rate contracts	Current maturities of long-term debt	$	494	$	493	$	—	$	—
Interest rate contracts	Long-term debt	$	2,853	$	2,643	$	23	$	19

(a) The hedged long-term debt includes $14 million and $15 million of hedging adjustment on discontinued hedging relationships as of September 26, 2020 and December 28, 2019, respectively.

Schedule of Offsetting Assets

As of September 26, 2020:			Gross Amounts Not Offset in the Consolidated Balance Sheet
	Amounts Presented in the Consolidated Balance Sheet		Financial Instruments		Cash Collateral Received/ Posted		Net Amount
Total asset derivatives	$	214	$	(94)	$	—	$	120
Total liability derivatives	$	(95)	$	94	$	—	$	(1)

As of December 28, 2019:			Gross Amounts Not Offset in the Consolidated Balance Sheet
	Amounts Presented in the Consolidated Balance Sheet		Financial Instruments		Cash Collateral Received/ Posted		Net Amount
Total asset derivatives	$	117	$	(27)	$	(7)	$	83
Total liability derivatives	$	(36)	$	27	$	—	$	(9)

Schedule of Offsetting Liabilities

As of September 26, 2020:			Gross Amounts Not Offset in the Consolidated Balance Sheet
	Amounts Presented in the Consolidated Balance Sheet		Financial Instruments		Cash Collateral Received/ Posted		Net Amount
Total asset derivatives	$	214	$	(94)	$	—	$	120
Total liability derivatives	$	(95)	$	94	$	—	$	(1)

As of December 28, 2019:			Gross Amounts Not Offset in the Consolidated Balance Sheet
	Amounts Presented in the Consolidated Balance Sheet		Financial Instruments		Cash Collateral Received/ Posted		Net Amount
Total asset derivatives	$	117	$	(27)	$	(7)	$	83
Total liability derivatives	$	(36)	$	27	$	—	$	(9)

Schedule of the Effect of Derivative Instruments on the Consolidated Statements of Income and Comprehensive Income

The effect of derivative instruments on the Consolidated Statements of Income and Comprehensive Income for the quarters ended September 26, 2020 and September 28, 2019 was as follows:

Derivatives and non-derivatives in net investment hedging relationships

(millions)	Gain (loss) recognized in AOCI				Gain (loss) excluded from assessment of hedge effectiveness				Location of gain (loss) in income of excluded component
	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019
Foreign currency denominated long-term debt	$	(94)	$	99	$	—	$	—
Cross-currency contracts	(61)		49		8		9		Interest expense
Total	$	(155)	$	148	$	8	$	9

Derivatives not designated as hedging instruments

(millions)	Location of gain (loss) recognized in income	Gain (loss) recognized in income
		September 26, 2020		September 28, 2019
Foreign currency exchange contracts	COGS	$	(3)	$	7
Foreign currency exchange contracts	Other income (expense), net	(1)		—
Foreign currency exchange contracts	SG&A	(1)		—
Commodity contracts	COGS	17		(21)
Total		$	12	$	(14)

The effect of derivative instruments on the Consolidated Statements of Income and Comprehensive Income for the year-to-date periods ended September 26, 2020 and September 28, 2019 was as follows:

Derivatives and non-derivatives in net investment hedging relationships

(millions)	Gain (loss) recognized in AOCI				Gain (loss) excluded from assessment of hedge effectiveness				Location of gain (loss) in income of excluded component
	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019
Foreign currency denominated long-term debt	$	(103)	$	115	$	—	$	—
Cross-currency contracts	1		64		26		25		Interest expense
Total	$	(102)	$	179	$	26	$	25

Derivatives not designated as hedging instruments

(millions)	Location of gain (loss) recognized in income	Gain (loss) recognized in income
		September 26, 2020		September 28, 2019
Foreign currency exchange contracts	COGS	$	43	$	(3)
Foreign currency exchange contracts	Other income (expense), net	5		(1)
Foreign currency exchange contracts	SGA	3		—
Interest rate contracts	Interest expense	1		—
Commodity contracts	COGS	(33)		(13)
Total		$	19	$	(17)

The effect of fair value and cash flow hedge accounting on the Consolidated Income Statement for the quarters ended September 26, 2020 and September 28, 2019:

		September 26, 2020		September 28, 2019
(millions)		Interest Expense		Interest Expense
Total amounts of income and expense line items presented in the Consolidated Income Statement in which the effects of fair value or cash flow hedges are recorded		$	63	$	72
	Gain (loss) on fair value hedging relationships:
	Interest contracts:
	Hedged items	(2)		(5)
	Derivatives designated as hedging instruments	2		7
	Gain (loss) on cash flow hedging relationships:
	Interest contracts:
	Amount of gain (loss) reclassified from AOCI into income	(4)		1

The effect of fair value and cash flow hedge accounting on the Consolidated Income Statement for the year-to-date periods ended September 26, 2020 and September 28, 2019:

		September 26, 2020		September 28, 2019
(millions)		Interest Expense		Interest Expense
Total amounts of income and expense line items presented in the Consolidated Income Statement in which the effects of fair value or cash flow hedges are recorded		$	196	$	221
	Gain (loss) on fair value hedging relationships:
	Interest contracts:
	Hedged items	(5)		(42)
	Derivatives designated as hedging instruments	6		44
	Gain (loss) on cash flow hedging relationships:
	Interest contracts:
	Amount of gain (loss) reclassified from AOCI into income	(11)		(2)

Available-for-sale securities

Available for sale securities

	September 26, 2020						December 28, 2019
			Unrealized						Unrealized
(millions)	Cost		Gain (Loss)		Market Value		Cost		Gain (Loss)		Market Value
Corporate bonds	$	62	$	2	$	64	$	—	$	—	$	—

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Reportable Segments (Tables)

9 Months Ended

Sep. 26, 2020

Segment Reporting [Abstract]

Schedule of Reportable Segment Information

Reportable segment results were as follows:

	Quarter ended				Year-to-date period ended
(millions)	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019
Net sales
North America	$	2,059	$	2,059	$	6,323	$	6,496
Europe	552		527		1,624		1,566
Latin America	236		244		686		707
AMEA	582		542		1,673		1,586
Consolidated	$	3,429	$	3,372	$	10,306	$	10,355
Operating profit
North America	$	321	$	208	$	1,151	$	910
Europe	63		68		224		164
Latin America	31		23		84		61
AMEA	58		53		142		145
Total Reportable Segments	473		352		1,601		1,280
Corporate	(62)		(89)		(225)		(239)
Consolidated	$	411	$	263	$	1,376	$	1,041

Revenue from External Customers by Products and Services

Supplemental product information is provided below for net sales to external customers:

	Quarter ended				Year-to-date period ended
(millions)	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019
Snacks*	$	1,593	$	1,610	$	4,669	$	5,132
Cereal*	1,324		1,280		4,093		3,811
Frozen	279		260		857		786
Noodles and other	233		222		687		626
Consolidated	$	3,429	$	3,372	$	10,306	$	10,355

* The year-to-date snacks and cereal net sales reflect the correction of an error in the Company’s first quarter 2020 disclosure. First quarter net

sales for snacks was understated $229 million and net sales for cereal was overstated $229 million within the disclosure included in our

previously issued first quarter financial statements. The revisions, which did not impact consolidated net sales, are not considered material to the

first, second or third quarter 2020 financial statements.

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Supplemental Financial Statement Data (Tables)

9 Months Ended

Sep. 26, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Supplemental Financial Data Consolidated Balance Sheet [Table Text Block]

Consolidated Balance Sheet
(millions)	September 26, 2020 (unaudited)		December 28, 2019
Trade receivables	$	1,414	$	1,315
Allowance for doubtful accounts	(22)		(10)
Refundable income taxes	17		56
Other receivables	217		215
Accounts receivable, net	$	1,626	$	1,576
Raw materials and supplies	$	334	$	303
Finished goods and materials in process	929		923
Inventories	$	1,263	$	1,226
Property	$	9,100	$	9,051
Accumulated depreciation	(5,616)		(5,439)
Property, net	$	3,484	$	3,612
Pension	$	298	$	241
Deferred income taxes	219		231
Nonpension postretirement benefits	328		283
Other	507		384
Other assets	$	1,352	$	1,139
Accrued income taxes	$	29	$	42
Accrued salaries and wages	316		290
Other	780		577
Other current liabilities	$	1,125	$	909
Income taxes payable	$	54	$	81
Nonpension postretirement benefits	32		33
Other	434		429
Other liabilities	$	520	$	543

XML

Accounting Policies - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Sep. 26, 2020	Dec. 28, 2019
Accounting Policies [Abstract]
Obligations placed in accounts payable tracking system	$ 893	$ 812
Obligations sold by participating suppliers	651	$ 605
Sales | Trade Accounts Receivable
Prior Period Reclassification Adjustment	$ 14

XML

Sale of Accounts Receivable - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 26, 2020	Sep. 28, 2019	Sep. 26, 2020	Sep. 28, 2019	Dec. 28, 2019
Monetization Program | Other income (expense)
Transfer of Financial Assets Accounted for as Sales [Line Items]
Gain (Loss) on Sale of Accounts Receivable	$ (3)	$ (6)	$ (11)	$ (21)
Monetization Program | Maximum [Member]
Transfer of Financial Assets Accounted for as Sales [Line Items]
Transfers of Accounts Receivable Agreements	1,033		1,033
Monetization Program | Sold And Outstanding
Transfer of Financial Assets Accounted for as Sales [Line Items]
Transfer of Financial Assets Accounted for as Sales, Amount Derecognized	929		929		$ 774
Kellogg Foreign Subsidiaries Other Program
Transfer of Financial Assets Accounted for as Sales [Line Items]
Transfers of Accounts Receivable Agreements	$ 22		$ 22		$ 89

XML

Divestiture - Narrative (Details) - USD ($) $ in Millions		3 Months Ended		9 Months Ended
	Jul. 28, 2019	Sep. 26, 2020	Sep. 28, 2019	Sep. 26, 2020	Sep. 28, 2019
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash proceeds from sale of businesses				$ 0	$ 1,332
Debt repurchase amount			$ 1,000		$ 1,000
Cookies, fruit and fruit-flavored snacks, pie crusts and ice cream cones businesses
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash proceeds from sale of businesses	$ 1,300
Net assets	$ 1,300
Transition Services Agreement Time Frame		18 months
Cookies, fruit and fruit-flavored snacks, pie crusts and ice cream cones businesses | Other income (expense)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain (Loss) on Disposition of Business			38
Disposition related transaction costs			14
U.S. pension and nonpension postretirement plans | Cookies, fruit and fruit-flavored snacks, pie crusts and ice cream cones businesses
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Curtailment gain			$ 17

XML

Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 26, 2020	Sep. 28, 2019
Business Acquisition [Line Items]
Amortization	$ 21	$ 20
Currently estimated aggregate annual amortization expense for full-year	$ 28

XML

Goodwill and Other Intangible Assets - Carrying Amount of Goodwill (Details) $ in Millions	9 Months Ended
	Sep. 26, 2020 USD ($)
Change in carrying amount of goodwill
Beginning Balance	$ 5,861
Currency translation adjustment	(81)
Ending Balance	5,780
North America
Change in carrying amount of goodwill
Beginning Balance	4,422
Currency translation adjustment	(1)
Ending Balance	4,421
Europe
Change in carrying amount of goodwill
Beginning Balance	347
Currency translation adjustment	0
Ending Balance	347
Latin America
Change in carrying amount of goodwill
Beginning Balance	213
Currency translation adjustment	(44)
Ending Balance	169
AMEA
Change in carrying amount of goodwill
Beginning Balance	879
Currency translation adjustment	(36)
Ending Balance	$ 843

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Goodwill and Other Intangible Assets - Intangible Assets Subject to Amortization (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 26, 2020	Sep. 28, 2019
Finite-lived Intangible Assets [Roll Forward]
Gross carrying amount, beginning balance	$ 594
Currency translation adjustment	(40)
Gross carrying amount, ending balance	554
Accumulated amortization, beginning balance	101
Amortization	21	$ 20
Currency translation adjustment	(6)
Accumulated amortization, ending balance	116
Intangible assets subject to amortization net, beginning balance	493
Amortization	(21)
Currency translation adjustment	(34)
Intangible assets subject to amortization net, ending balance	438
North America
Finite-lived Intangible Assets [Roll Forward]
Gross carrying amount, beginning balance	64
Currency translation adjustment	0
Gross carrying amount, ending balance	64
Accumulated amortization, beginning balance	31
Amortization	3
Currency translation adjustment	0
Accumulated amortization, ending balance	34
Intangible assets subject to amortization net, beginning balance	33
Amortization	(3)
Currency translation adjustment	0
Intangible assets subject to amortization net, ending balance	30
Europe
Finite-lived Intangible Assets [Roll Forward]
Gross carrying amount, beginning balance	41
Currency translation adjustment	0
Gross carrying amount, ending balance	41
Accumulated amortization, beginning balance	21
Amortization	3
Currency translation adjustment	0
Accumulated amortization, ending balance	24
Intangible assets subject to amortization net, beginning balance	20
Amortization	(3)
Currency translation adjustment	0
Intangible assets subject to amortization net, ending balance	17
Latin America
Finite-lived Intangible Assets [Roll Forward]
Gross carrying amount, beginning balance	60
Currency translation adjustment	(16)
Gross carrying amount, ending balance	44
Accumulated amortization, beginning balance	15
Amortization	2
Currency translation adjustment	(4)
Accumulated amortization, ending balance	13
Intangible assets subject to amortization net, beginning balance	45
Amortization	(2)
Currency translation adjustment	(12)
Intangible assets subject to amortization net, ending balance	31
AMEA
Finite-lived Intangible Assets [Roll Forward]
Gross carrying amount, beginning balance	429
Currency translation adjustment	(24)
Gross carrying amount, ending balance	405
Accumulated amortization, beginning balance	34
Amortization	13
Currency translation adjustment	(2)
Accumulated amortization, ending balance	45
Intangible assets subject to amortization net, beginning balance	395
Amortization	(13)
Currency translation adjustment	(22)
Intangible assets subject to amortization net, ending balance	$ 360

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Goodwill and Other Intangible Assets - Intangible Assets Not Subject to Amortization (Details) $ in Millions	9 Months Ended
	Sep. 26, 2020 USD ($)
Indefinite-lived Intangible Assets [Roll Forward]
Intangible assets not subject to amortization, beginning balance	$ 2,083
Currency translation adjustment	(23)
Intangible assets not subject to amortization, ending balance	2,060
North America
Indefinite-lived Intangible Assets [Roll Forward]
Intangible assets not subject to amortization, beginning balance	1,238
Currency translation adjustment	0
Intangible assets not subject to amortization, ending balance	1,238
Europe
Indefinite-lived Intangible Assets [Roll Forward]
Intangible assets not subject to amortization, beginning balance	392
Currency translation adjustment	17
Intangible assets not subject to amortization, ending balance	409
Latin America
Indefinite-lived Intangible Assets [Roll Forward]
Intangible assets not subject to amortization, beginning balance	70
Currency translation adjustment	(19)
Intangible assets not subject to amortization, ending balance	51
AMEA
Indefinite-lived Intangible Assets [Roll Forward]
Intangible assets not subject to amortization, beginning balance	383
Currency translation adjustment	(21)
Intangible assets not subject to amortization, ending balance	$ 362

XML

Restructuring Programs - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 26, 2020	Sep. 28, 2019	Sep. 26, 2020	Sep. 28, 2019
Restructuring Cost and Reserve [Line Items]
Program costs to date	$ 74		$ 74
Restructuring charges	0	$ 18	15	$ 91
Selling, General and Administrative Expenses
Restructuring Cost and Reserve [Line Items]
Restructuring charges		5	$ 9	61
Minimum [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and related activities cash implementation costs recovery time frame			3 years
Maximum [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and related activities cash implementation costs recovery time frame			5 years
Employee related costs
Restructuring Cost and Reserve [Line Items]
Program costs to date	63		$ 63
Restructuring charges	0	(1)	13	41
Asset related costs
Restructuring Cost and Reserve [Line Items]
Program costs to date	0		0
Restructuring charges	0	5	0	15
Other costs
Restructuring Cost and Reserve [Line Items]
Program costs to date	16		16
Restructuring charges	0	$ 14	2	$ 35
Other Projects [Member] | Europe
Restructuring Cost and Reserve [Line Items]
Restructuring and related cost, expected cost	40		40
Expected cash costs			50
Other Projects [Member] | Europe | Selling, General and Administrative Expenses
Restructuring Cost and Reserve [Line Items]
Program costs to date	41		41
Restructuring charges	1		3
Other Projects [Member] | North America
Restructuring Cost and Reserve [Line Items]
Restructuring and related cost, expected cost	25		25
Expected cash costs			25
Other Projects [Member] | North America | Selling, General and Administrative Expenses
Restructuring Cost and Reserve [Line Items]
Program costs to date	21		21
Restructuring charges	$ 1		1
Other Projects [Member] | Latin America
Restructuring Cost and Reserve [Line Items]
Restructuring charges			4
Other Projects [Member] | AMEA
Restructuring Cost and Reserve [Line Items]
Restructuring charges			$ 8

XML

Restructuring Programs - Project K Program Costs Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 26, 2020	Sep. 28, 2019	Sep. 26, 2020	Sep. 28, 2019
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 0	$ 18	$ 15	$ 91
Project K [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges		$ 15		$ 38

XML

Restructuring Programs - Schedule of Restructuring and Cost Reduction Activities (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 26, 2020	Sep. 28, 2019	Sep. 26, 2020	Sep. 28, 2019
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 0	$ 18	$ 15	$ 91
Program costs to date	74		74
Employee related costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges	0	(1)	13	41
Program costs to date	63		63
Pension curtailment (gain) loss, net
Restructuring Cost and Reserve [Line Items]
Restructuring charges	0	0	0	0
Program costs to date	(5)		(5)
Asset related costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges	0	5	0	15
Program costs to date	0		0
Other costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges	0	14	2	35
Program costs to date	16		16
Operating Segments | North America
Restructuring Cost and Reserve [Line Items]
Restructuring charges	0	13	(2)	45
Program costs to date	19		19
Operating Segments | Europe
Restructuring Cost and Reserve [Line Items]
Restructuring charges	0	1	3	35
Program costs to date	41		41
Operating Segments | Latin America
Restructuring Cost and Reserve [Line Items]
Restructuring charges	0	4	4	8
Program costs to date	4		4
Operating Segments | AMEA
Restructuring Cost and Reserve [Line Items]
Restructuring charges	0	0	8	3
Program costs to date	8		8
Corporate
Restructuring Cost and Reserve [Line Items]
Restructuring charges	0	$ 0	2	$ 0
Program costs to date	$ 2		$ 2

XML

Restructuring Programs - Total Projects Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 26, 2020	Sep. 28, 2019	Sep. 26, 2020	Sep. 28, 2019
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 0	$ 18	$ 15	$ 91
Restructuring charges	$ 1
COGS
Restructuring Cost and Reserve [Line Items]
Restructuring charges		13	6	30
Selling, General and Administrative Expenses
Restructuring Cost and Reserve [Line Items]
Restructuring charges		$ 5	$ 9	$ 61

XML

Restructuring Programs - Schedule of Restructuring and Cost Reduction Activities Project Reserves Narrative (Details) - USD ($) $ in Millions	Sep. 26, 2020	Dec. 28, 2019
Restructuring and Related Activities [Abstract]
Project reserve	$ 22	$ 38

XML

Restructuring Programs - Restructuring and Cost Reduction Reserves Rollforward (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 26, 2020	Sep. 28, 2019	Sep. 26, 2020	Sep. 28, 2019
Restructuring Reserve [Roll Forward]
Liability, beginning balance			$ 38
Restructuring charges	$ 0	$ 18	15	$ 91
Cash payments			(31)
Non-cash charges and other			0
Liability, ending balance	22		22
Employee related costs
Restructuring Reserve [Roll Forward]
Liability, beginning balance			37
Restructuring charges	0	(1)	13	41
Cash payments			(28)
Non-cash charges and other			0
Liability, ending balance	22		22
Pension curtailment (gain) loss, net
Restructuring Reserve [Roll Forward]
Liability, beginning balance			0
Restructuring charges	0	0	0	0
Cash payments			0
Non-cash charges and other			0
Liability, ending balance	0		0
Other costs
Restructuring Reserve [Roll Forward]
Liability, beginning balance			1
Restructuring charges	0	14	2	35
Cash payments			(3)
Non-cash charges and other			0
Liability, ending balance	$ 0		$ 0
Project K [Member]
Restructuring Reserve [Roll Forward]
Restructuring charges		$ 15		$ 38

XML

Equity - Narrative (Details) - USD ($) shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 26, 2020	Sep. 28, 2019	Sep. 26, 2020	Sep. 28, 2019	Feb. 29, 2020
Equity, Class of Treasury Stock [Line Items]
Anti-dilutive potential common shares excluded from reconciliation	7	10	7	14
Common stock repurchased				$ 220
February 2020 Share Repurchase Program
Equity, Class of Treasury Stock [Line Items]
Stock repurchase program, authorized amount					$ 1,500
Stock Repurchase Program, Remaining Authorized Repurchase Amount	$ 1,500		$ 1,500
December 2017 Share Repurchase Program
Equity, Class of Treasury Stock [Line Items]
Common stock repurchased (in shares)				4
Common stock repurchased				$ 220

XML

Equity - Reclassifications Out of AOCI (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 26, 2020	Sep. 28, 2019	Sep. 26, 2020	Sep. 28, 2019
Derivative Instruments, Gain (Loss) [Line Items]
COGS	$ 2,228	$ 2,372	$ 6,764	$ 7,062
SG&A	(790)	(737)	(2,166)	(2,252)
Interest expense	63	72	196	221
Net experience (gain) loss	0	1	2	3
Prior service cost	0		(1)
Other (Income) expense	70	150	151	247
Total before tax	418	341	1,331	1,067
Tax expense (benefit)	(65)	(91)	(268)	(237)
Net income	352	248	1,056	825
Reclassification out of Accumulated Other Comprehensive Income
Derivative Instruments, Gain (Loss) [Line Items]
Net income	3	(6)	6	(5)
Reclassification out of Accumulated Other Comprehensive Income | (Gains) losses on cash flow hedges
Derivative Instruments, Gain (Loss) [Line Items]
Total before tax	4	(1)	11	2
Tax expense (benefit)	(1)	0	(3)	(1)
Net income	3	(1)	8	1
Reclassification out of Accumulated Other Comprehensive Income | (Gains) losses on cash flow hedges | Interest rate contracts
Derivative Instruments, Gain (Loss) [Line Items]
Interest expense	4	(1)	11	2
Reclassification out of Accumulated Other Comprehensive Income | Amortization of postretirement and postemployment benefits
Derivative Instruments, Gain (Loss) [Line Items]
Total before tax	0	(1)	(3)	(3)
Tax expense (benefit)	0	0	1	1
Net income	0	(1)	(2)	(2)
Reclassification out of Accumulated Other Comprehensive Income | Amortization of postretirement and postemployment benefits | Other income (expense)
Derivative Instruments, Gain (Loss) [Line Items]
Net experience (gain) loss	0	(1)	(2)	(3)
Prior service cost	$ 0		$ (1)
Reclassification out of Accumulated Other Comprehensive Income | (Gains) losses on available-for-sale securities
Derivative Instruments, Gain (Loss) [Line Items]
Total before tax		(4)		(4)
Tax expense (benefit)		0		0
Net income		(4)		(4)
Corporate bonds | Reclassification out of Accumulated Other Comprehensive Income | (Gains) losses on available-for-sale securities | Other income (expense)
Derivative Instruments, Gain (Loss) [Line Items]
Other (Income) expense		$ (4)		$ (4)

XML

Equity - Summary of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions	Sep. 26, 2020	Dec. 28, 2019
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
Foreign currency translation adjustments	$ (1,688)	$ (1,399)
Cash flow hedges — unrealized net gain (loss)	(80)	(60)
Postretirement and postemployment benefits:
Net experience gain (loss)	6	7
Prior service credit (cost)	3	4
Available-for-sale securities unrealized net gain (loss)	2	0
Total accumulated other comprehensive income (loss)	$ (1,757)	$ (1,448)

XML

Notes payable and long-term debt - Components of Notes Payable (Details) - USD ($) $ in Millions	Sep. 26, 2020	Dec. 28, 2019
Short-term Debt [Line Items]
Principal amount	$ 116	$ 107
U.S. commercial paper
Short-term Debt [Line Items]
Principal amount	$ 0	$ 3
Effective interest rate	0.00%	1.78%
Bank borrowings
Short-term Debt [Line Items]
Principal amount	$ 116	$ 104

XML

Notes payable and long-term debt - Narrative (Details) - USD ($) $ in Millions				3 Months Ended		9 Months Ended
	May 27, 2020	Sep. 28, 2019	Aug. 31, 2019	Sep. 26, 2020	Sep. 28, 2019	Sep. 26, 2020	Sep. 28, 2019	Dec. 28, 2019
Debt Instrument [Line Items]
Notional amount of derivative				$ 8,483		$ 8,483		$ 6,563
Debt repurchase amount		$ 1,000			$ 1,000		$ 1,000
Interest Expense, Debt			$ 15	$ 63	$ 72	$ 196	$ 221
2.10% Senior Notes Due 2030
Debt Instrument [Line Items]
Debt Instrument, Face Amount	$ 500
Debt Instrument, Interest Rate, Stated Percentage	2.10%
Proceeds from Debt, Net of Issuance Costs	$ 496
Debt Instrument, Term	10 years
4.00% U.S. Dollar Notes Due 2020
Debt Instrument [Line Items]
Debt Instrument, Face Amount	$ 600
Debt Instrument, Interest Rate, Stated Percentage	4.00%
Notional amount of derivative	$ 500
Deferred Gain (Loss) on Discontinuation of Interest Rate Fair Value Hedge	$ (51)
Senior Notes Due November 2019
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage		4.15%	4.15%		4.15%		4.15%
Debt repurchase amount		$ 309	$ 191		$ 309		$ 309
Interest Expense, Debt		$ 1
Senior Notes Due December 2020
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage			4.00%
Debt repurchase amount			$ 248
Senior Notes Due May 2021
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage			3.25%
Debt repurchase amount			$ 202
Senior Notes Due May 2023
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage			2.65%
Debt repurchase amount			$ 50

XML

Stock Compensation - Compensation Expense (Details) - Selling General and Administrative Expenses - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 26, 2020	Sep. 28, 2019	Sep. 26, 2020	Sep. 28, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Pre-tax compensation expense	$ 18	$ 14	$ 59	$ 46
Related income tax benefit	$ 5	$ 4	$ 16	$ 12

XML

Stock Compensation - Restricted Stock (Details) - Restricted stock units shares in Millions	9 Months Ended
	Sep. 26, 2020 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Granted (in shares) | shares	0.6
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Granted, weighted-average grant-date fair value (in dollars per share) | $ / shares	$ 66

XML

Stock Compensation - Stock Options (Details) shares in Millions	9 Months Ended
	Sep. 26, 2020 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Granted (in shares) | shares	2.3
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Granted, weighted-average exercise price (in dollars per share) | $ / shares	$ 7

XML

Stock Compensation - Performance Shares (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	3 Months Ended
	Feb. 29, 2020	Mar. 28, 2020	Sep. 26, 2020
2020 Award
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period		3 years
Performance shares target grant distribution (in shares)			337,000
Grant-date fair value of shares that correspond with target grants			$ 66
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award		The number of shares earned could range between 0% and 200% of the target amount depending upon performance achieved over the three year vesting period. The performance conditions of the award include three year cumulative organic net sales growth and three year aggregate operating cash flow.
2020 Award | Cumulative Organic Net Sales Growth [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period		3 years
2020 Award | Aggregate Operating Cash Flow [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period		3 years
2017 Award
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of performance shares that may be earned upon performance	90.00%
Performance share award settlement	$ 6
Minimum [Member] | 2020 Award
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of performance shares that may be earned upon performance		0.00%
Maximum [Member] | 2020 Award
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of performance shares that may be earned upon performance		200.00%

XML

Employee Benefits - Components of Plan Benefit Expense (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 26, 2020	Sep. 28, 2019	Sep. 26, 2020	Sep. 28, 2019
Pension | Global Plans
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 9	$ 9	$ 27	$ 27
Interest cost	31	42	99	131
Expected return on plan assets	(87)	(86)	(257)	(254)
Amortization of unrecognized prior service cost (gain)	1	1	5	5
Recognized net (gain) loss	7	23	64	34
Net periodic benefit cost	(39)	(11)	(62)	(57)
Curtailment (gain) loss	0	(11)	(7)	(11)
Total plan benefit (income) expense	(39)	(22)	(69)	(68)
Other Nonpension Postretirement | U.S. and Canada
Defined Benefit Plan Disclosure [Line Items]
Service cost	2	5	9	12
Interest cost	7	10	23	30
Expected return on plan assets	(24)	(23)	(70)	(65)
Amortization of unrecognized prior service cost (gain)	(1)	(2)	(6)	(6)
Recognized net (gain) loss	0	(55)	0	(55)
Net periodic benefit cost	(16)	(65)	(44)	(84)
Curtailment (gain) loss	0	(6)	0	(6)
Total plan benefit (income) expense	(16)	(71)	(44)	(90)
Postemployment | Global Plans
Defined Benefit Plan Disclosure [Line Items]
Service cost	1	1	3	3
Interest cost	1	0	1	1
Recognized net (gain) loss	0	(1)	(2)	(3)
Total plan benefit (income) expense	$ 2	$ 0	$ 2	$ 1

XML

Employee Benefits - Components of Plan Benefit Expense Narrative (Details) - UNITED STATES - USD ($) $ in Millions		3 Months Ended			9 Months Ended
	Jul. 28, 2019	Sep. 26, 2020	Jun. 27, 2020	Sep. 28, 2019	Sep. 26, 2020	Sep. 28, 2019
Pension
Defined Benefit Plan Disclosure [Line Items]
Curtailment (gain) loss	$ (11)		$ (7)
Recognized net (gain) loss		$ 7		$ 15	$ 15	$ 26
Pension | Mark-to-Market Loss
Defined Benefit Plan Disclosure [Line Items]
Recognized net (gain) loss	8		$ 49
Other Nonpension Postretirement
Defined Benefit Plan Disclosure [Line Items]
Curtailment (gain) loss	(6)
Other Nonpension Postretirement | Mark-to-Market Loss
Defined Benefit Plan Disclosure [Line Items]
Recognized net (gain) loss	$ (55)
Maximum [Member] | Pension
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Rate of Return on Plan Assets	7.50%
Maximum [Member] | Other Nonpension Postretirement
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Rate of Return on Plan Assets	7.50%
Minimum [Member] | Pension
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Rate of Return on Plan Assets	7.00%
Minimum [Member] | Other Nonpension Postretirement
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Rate of Return on Plan Assets	7.00%

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Employee Benefits - Contributions to Employee Benefit Plans (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 26, 2020	Sep. 28, 2019	Sep. 26, 2020	Sep. 28, 2019	Dec. 28, 2019
Defined Benefit Plan Disclosure [Line Items]
Employer contributions to employee benefit plans	$ 7	$ 7	$ 19	$ 19	$ 28
Total current year projected employer contributions	26		26
Global Plans | Pension
Defined Benefit Plan Disclosure [Line Items]
Employer contributions to employee benefit plans	1	2	4	6	10
Total current year projected employer contributions	7		7
U.S. and Canada | Nonpension postretirement
Defined Benefit Plan Disclosure [Line Items]
Employer contributions to employee benefit plans	6	$ 5	15	$ 13	$ 18
Total current year projected employer contributions	$ 19		$ 19

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Employee Benefits Employee Benefits - Multi-employer Pension Plan Exit Liability - Narrative (Details) - USD ($) $ in Millions	3 Months Ended			9 Months Ended
	Sep. 26, 2020	Jun. 27, 2020	Sep. 28, 2019	Sep. 26, 2020	Sep. 28, 2019
Multiemployer Plans [Line Items]
Settlement agreement payment	$ 7
Settlement Agreement Gain		$ 5
Multiemployer Pension plan withdrawal pre-tax charge			$ 132	$ (5)	$ 132
Annual Cash Obligation			$ 8
Cash obligation period			20 years

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Income Taxes - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 26, 2020	Sep. 28, 2019	Sep. 26, 2020	Sep. 28, 2019	Dec. 28, 2019
Income Tax Contingency [Line Items]
Effective income tax rate	16.00%	27.00%	20.00%	22.00%
Income taxes paid			$ 212	$ 211
Unrecognized tax benefits	$ 62		62		$ 90
Projected additions to unrecognized tax benefits	3		3
Unrecognized tax benefits that would affect the effective income tax rate	53		53
Reversal of liability for uncertain tax positions	32		32
Other current liabilities
Income Tax Contingency [Line Items]
Unrecognized tax benefits	$ 16		$ 16

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Income Taxes - Reconciliation of Total Gross Unrecognized Tax Benefits (Details) $ in Millions	9 Months Ended
	Sep. 26, 2020 USD ($)
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Beginning balance	$ 90
Additions, current year	3
Reductions, current year	0
Additions, prior years	5
Reductions, prior years	(34)
Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities	(2)
Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations	0
Ending balance	$ 62

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Income Taxes Income Taxes - Income Tax Related Interest Accrued (Details) $ in Millions	Sep. 26, 2020 USD ($)
Income Tax Contingency [Line Items]
Income tax related interest accrued	$ 13

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Derivative Instruments and Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 26, 2020	Dec. 28, 2019
Derivative [Line Items]
Net deferred losses reported in AOCI to be reclassified into income in the next twelve months	$ (16)
Concentration of risk, derivative instruments assets	96
Collateral posted	0
Derivative, Collateral, Obligation to Return Cash	$ 0	$ 7
Five Largest Accounts | Customer Concentration Risk | Trade receivables
Derivative [Line Items]
Concentration percentage	22.00%

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Derivative Instruments and Fair Value Measurements - Schedule of Total Notional Amounts of Derivative Instruments (Details) - USD ($) $ in Millions	Sep. 26, 2020	Dec. 28, 2019
Derivatives, Fair Value [Line Items]
Notional amount of derivative	$ 8,483	$ 6,563
Foreign currency exchange contracts
Derivatives, Fair Value [Line Items]
Notional amount of derivative	4,288	2,628
Cross currency interest rate contract
Derivatives, Fair Value [Line Items]
Notional amount of derivative	1,556	1,540
Interest rate contracts
Derivatives, Fair Value [Line Items]
Notional amount of derivative	2,339	1,871
Commodity contracts
Derivatives, Fair Value [Line Items]
Notional amount of derivative	$ 300	$ 524

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Derivative Instruments and Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Millions		Sep. 26, 2020	Dec. 28, 2019
Derivatives, Fair Value [Line Items]
Fair Value Of Related Hedge Portion Of Long Term Debt		$ 700	$ 700
Long-term debt total, carrying value		7,000	7,200
Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Assets		125	96
Liabilities		(9)	(4)
Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Assets		89	21
Liabilities		(86)	(32)
Level 1 | Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Assets		0	0
Liabilities		0	0
Level 1 | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Assets		2	9
Liabilities		(1)	(1)
Level 2 | Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Assets		125	96
Liabilities		(9)	(4)
Level 2 | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Assets		87	12
Liabilities		(85)	(31)
Cross currency interest rate contract | Other current assets | Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Assets		50	45
Cross currency interest rate contract | Other current assets | Level 1 | Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Assets		0	0
Cross currency interest rate contract | Other current assets | Level 2 | Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Assets		50	45
Cross currency interest rate contract | Other assets | Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Assets		45	40
Cross currency interest rate contract | Other assets | Level 1 | Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Assets		0	0
Cross currency interest rate contract | Other assets | Level 2 | Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Assets		45	40
Cross currency interest rate contract | Other current liabilities | Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Liabilities		(5)	0
Cross currency interest rate contract | Other current liabilities | Level 1 | Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Liabilities		0	0
Cross currency interest rate contract | Other current liabilities | Level 2 | Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Liabilities		(5)	0
Cross currency interest rate contract | Other liabilities | Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Liabilities		(1)	0
Cross currency interest rate contract | Other liabilities | Level 1 | Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Liabilities		0	0
Cross currency interest rate contract | Other liabilities | Level 2 | Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Liabilities		(1)	0
Foreign currency exchange contracts | Other current assets | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Assets		63	12
Foreign currency exchange contracts | Other current assets | Level 1 | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Assets		0	0
Foreign currency exchange contracts | Other current assets | Level 2 | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Assets		63	12
Foreign currency exchange contracts | Other assets | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Assets		5	0
Foreign currency exchange contracts | Other assets | Level 1 | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Assets		0	0
Foreign currency exchange contracts | Other assets | Level 2 | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Assets		5	0
Foreign currency exchange contracts | Other current liabilities | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Liabilities		(47)	(18)
Foreign currency exchange contracts | Other current liabilities | Level 1 | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Liabilities		0	0
Foreign currency exchange contracts | Other current liabilities | Level 2 | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Liabilities		(47)	(18)
Foreign currency exchange contracts | Other liabilities | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Liabilities		(7)	0
Foreign currency exchange contracts | Other liabilities | Level 1 | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Liabilities		0	0
Foreign currency exchange contracts | Other liabilities | Level 2 | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Liabilities		(7)	0
Interest rate contracts | Other current assets | Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Assets		0	7
Interest rate contracts | Other current assets | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Assets		4	0
Interest rate contracts | Other current assets | Level 1 | Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Assets		0	0
Interest rate contracts | Other current assets | Level 1 | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Assets		0	0
Interest rate contracts | Other current assets | Level 2 | Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Assets		0	7
Interest rate contracts | Other current assets | Level 2 | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Assets		4	0
Interest rate contracts | Other assets | Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Assets		30	4
Interest rate contracts | Other assets | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Assets		15	0
Interest rate contracts | Other assets | Level 1 | Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Assets		0	0
Interest rate contracts | Other assets | Level 1 | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Assets		0	0
Interest rate contracts | Other assets | Level 2 | Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Assets	[1]	30	4
Interest rate contracts | Other assets | Level 2 | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Assets		15	0
Interest rate contracts | Other current liabilities | Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Liabilities		(2)	(4)
Interest rate contracts | Other current liabilities | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Liabilities		(6)	0
Interest rate contracts | Other current liabilities | Level 1 | Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Liabilities		0	0
Interest rate contracts | Other current liabilities | Level 1 | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Liabilities		0	0
Interest rate contracts | Other current liabilities | Level 2 | Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Liabilities		(2)	(4)
Interest rate contracts | Other current liabilities | Level 2 | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Liabilities		(6)	0
Interest rate contracts | Other liabilities | Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Liabilities		(1)	0
Interest rate contracts | Other liabilities | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Liabilities		(25)	(13)
Interest rate contracts | Other liabilities | Level 1 | Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Liabilities		0	0
Interest rate contracts | Other liabilities | Level 1 | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Liabilities		0	0
Interest rate contracts | Other liabilities | Level 2 | Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Liabilities		(1)	0
Interest rate contracts | Other liabilities | Level 2 | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Liabilities		(25)	(13)
Commodity contracts | Other current assets | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Assets		2	9
Commodity contracts | Other current assets | Level 1 | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Assets		2	9
Commodity contracts | Other current assets | Level 2 | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Assets		0	0
Commodity contracts | Other current liabilities | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Liabilities		(1)	(1)
Commodity contracts | Other current liabilities | Level 1 | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Liabilities		(1)	(1)
Commodity contracts | Other current liabilities | Level 2 | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Liabilities		0	0
Net Investment Hedging
Derivatives, Fair Value [Line Items]
Long-term debt total, carrying value		$ 2,700	$ 2,600

[1] The fair value of the related hedged portion of the Company's long-term debt, a level 2 liability, was $0.7 billion as of September 26, 2020 and December 28, 2019.

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Derivative Instruments and Fair Value Measurements - Schedule of Cumulative Basis Adjustments for Fair Value Hedges (Details) - USD ($) $ in Millions		Sep. 26, 2020	Dec. 28, 2019
Derivatives, Fair Value [Line Items]
Current maturities of long-term debt		$ 1,417	$ 620
Long-term debt		7,000	7,195
Carrying amount of hedged liability | Fair Value Hedges | Interest rate contracts | Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Current maturities of long-term debt		494	493
Long-term debt		2,853	2,643
Cumulative fair value adjustment | Fair Value Hedges | Interest rate contracts | Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Current maturities of long-term debt	[1]	0	0
Long-term debt	[1]	23	19
Hedging adjustment | Discontinued Hedges | Interest rate contracts
Derivatives, Fair Value [Line Items]
Long-term debt		$ 14	$ 15

[1] The hedged long-term debt includes $14 million and $15 million of hedging adjustment on discontinued hedging relationships as of September 26, 2020 and December 28, 2019, respectively.

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Derivative Instruments and Fair Value Measurements - Schedule of Offsetting Assets and Liabilities (Details) - USD ($) $ in Millions	Sep. 26, 2020	Dec. 28, 2019
Offsetting [Abstract]
Asset derivatives, Amounts Presented in the Consolidated Balance Sheet	$ 214	$ 117
Asset derivatives, Financial Instruments, Gross Amounts Not Offset in the Consolidated Balance Sheet	(94)	(27)
Asset derivatives, Cash Collateral Posted, Gross Amounts Not Offset in the Consolidated Balance Sheet	0	(7)
Asset derivatives, Net Amount	120	83
Liability derivatives, Amounts Presented in the Consolidated Balance Sheet	(95)	(36)
Liability derivatives, Financial Instruments, Gross Amounts Not Offset in the Consolidated Balance Sheet	94	27
Liability derivatives, Cash Collateral Received, Gross Amounts Not Offset in the Consolidated Balance Sheet	0	0
Liability derivatives, net amount	$ (1)	$ (9)

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Derivative Instruments and Fair Value Measurements - Effect of Derivative Instruments on the Consolidated Statements of Income and Comprehensive Income (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 26, 2020	Sep. 28, 2019	Sep. 26, 2020	Sep. 28, 2019
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in AOCI	$ 15	$ (12)	$ (38)	$ (12)
Not Designated as Hedging Instrument
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in income	12	(14)	19	(17)
Not Designated as Hedging Instrument | Foreign currency exchange contracts | COGS
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in income	(3)	7	43	(3)
Not Designated as Hedging Instrument | Foreign currency exchange contracts | Selling, General and Administrative Expenses
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in income	(1)	0	3	0
Not Designated as Hedging Instrument | Foreign currency exchange contracts | Interest expense
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in income			1	0
Not Designated as Hedging Instrument | Foreign currency exchange contracts | Other income (expense), net
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in income	(1)	0	5	(1)
Not Designated as Hedging Instrument | Commodity contracts | COGS
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in income	17	(21)	(33)	(13)
Net Investment Hedging
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in AOCI	(155)	148	(102)	179
Gain (Loss) from Components Excluded from Assessment of Fair Value Hedge Effectiveness, Net	8	9	26	25
Net Investment Hedging | Foreign currency denominated long-term debt
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in AOCI	(94)	99	(103)	115
Gain (Loss) from Components Excluded from Assessment of Fair Value Hedge Effectiveness, Net	0	0	0	0
Net Investment Hedging | Cross currency interest rate contract | Interest expense
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in AOCI	(61)	49	1	64
Gain (Loss) from Components Excluded from Assessment of Fair Value Hedge Effectiveness, Net	$ 8	$ 9	$ 26	$ 25

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Derivative Instruments and Fair Value Measurements - Schedule of Effect of Fair Value and Cash Flow Hedge Accounting on Consolidated Statement of Income (Details) - USD ($) $ in Millions		3 Months Ended		9 Months Ended
	Aug. 31, 2019	Sep. 26, 2020	Sep. 28, 2019	Sep. 26, 2020	Sep. 28, 2019
Derivative Instruments, Gain (Loss) [Line Items]
Interest Expense, Debt	$ 15	$ 63	$ 72	$ 196	$ 221
Interest rate contracts | Interest expense | Designated as Hedging Instrument | Fair Value Hedges
Derivative Instruments, Gain (Loss) [Line Items]
Hedged items		(2)	(5)	(5)	(42)
Derivatives designated as hedging instruments		2	7	6	44
Interest rate contracts | Interest expense | Designated as Hedging Instrument | Cash Flow Hedging
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) reclassified from AOCI into income		$ (4)	$ 1	$ (11)	$ (2)

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Derivative Instruments and Fair Value Measurements - Marketable Securities (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 26, 2020	Sep. 26, 2020	Sep. 28, 2019	Dec. 28, 2019
Marketable Securities [Line Items]
Marketable securities	$ 250	$ 250		$ 0
Payments to Acquire Marketable Securities		250	$ 0
Debt Securities
Marketable Securities [Line Items]
Payments to Acquire Marketable Securities	$ 50	$ 250

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Derivative Instruments and Fair Value Measurements - Schedule of Other Fair Value Measurements (Details) - Corporate bonds - USD ($) $ in Millions	Sep. 26, 2020	Dec. 28, 2019
Debt Securities, Available-for-sale [Line Items]
Available-for-sale securities, cost	$ 62	$ 0
Available-for-sale securities, unrealized gain (loss)	2	0
Available-for-sale securities, market value	$ 64	$ 0

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Derivative Instruments and Fair Value Measurements - Schedule of Fair Value of Long-term Debt (Details) - USD ($) $ in Billions	Sep. 26, 2020	Dec. 28, 2019
Derivative Instruments and Fair Value Measurements [Abstract]
Long-term debt, fair value	$ 7.9	$ 7.8
Long-term debt total, carrying value	$ 7.0	$ 7.2

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Reportable Segments (Details) $ in Millions		3 Months Ended		9 Months Ended
	Jul. 28, 2019 USD ($)	Sep. 26, 2020 USD ($)	Sep. 28, 2019 USD ($)	Sep. 26, 2020 USD ($)	Sep. 28, 2019 USD ($)
Segment Reporting Information [Line Items]
Number of operating segments				4
Net sales		$ 3,429	$ 3,372	$ 10,306	$ 10,355
Operating profit		411	263	1,376	1,041
Cash proceeds from sale of businesses				0	1,332
Operating Segments
Segment Reporting Information [Line Items]
Operating profit		473	352	1,601	1,280
Operating Segments | North America
Segment Reporting Information [Line Items]
Net sales		2,059	2,059	6,323	6,496
Operating profit		321	208	1,151	910
Operating Segments | Europe
Segment Reporting Information [Line Items]
Net sales		552	527	1,624	1,566
Operating profit		63	68	224	164
Operating Segments | Latin America
Segment Reporting Information [Line Items]
Net sales		236	244	686	707
Operating profit		31	23	84	61
Operating Segments | AMEA
Segment Reporting Information [Line Items]
Net sales		582	542	1,673	1,586
Operating profit		58	53	142	145
Corporate
Segment Reporting Information [Line Items]
Operating profit		$ (62)	(89)	$ (225)	(239)
Cookies, fruit and fruit-flavored snacks, pie crusts and ice cream cones businesses
Segment Reporting Information [Line Items]
Cash proceeds from sale of businesses	$ 1,300
Net assets	$ 1,300
Cookies, fruit and fruit-flavored snacks, pie crusts and ice cream cones businesses | North America
Segment Reporting Information [Line Items]
Net sales			$ 55		$ 562

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Reportable Segments Supplemental Product Information (Details) - USD ($) $ in Millions	3 Months Ended			9 Months Ended
	Sep. 26, 2020	Mar. 28, 2020	Sep. 28, 2019	Sep. 26, 2020		Sep. 28, 2019
Segment Reporting Information [Line Items]
Net sales	$ 3,429		$ 3,372	$ 10,306		$ 10,355
Snacks
Segment Reporting Information [Line Items]
Net sales	1,593		1,610	4,669	[1]	5,132
Snacks | Revision of prior period, reclassification, adjustment
Segment Reporting Information [Line Items]
Net sales		$ 229
Cereal
Segment Reporting Information [Line Items]
Net sales	1,324		1,280	4,093	[1]	3,811
Cereal | Revision of prior period, reclassification, adjustment
Segment Reporting Information [Line Items]
Net sales		$ (229)
Frozen
Segment Reporting Information [Line Items]
Net sales	279		260	857		786
Noodles and other
Segment Reporting Information [Line Items]
Net sales	$ 233		$ 222	$ 687		$ 626

[1] The year-to-date snacks and cereal net sales reflect the correction of an error in the Company’s first quarter 2020 disclosure. First quarter net sales for snacks was understated $229 million and net sales for cereal was overstated $229 million within the disclosure included in our previously issued first quarter financial statements. The revisions, which did not impact consolidated net sales, are not considered material to the first, second or third quarter 2020 financial statements.

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Supplemental Financial Statement Data - Consolidated Balance Sheet (Unaudited) (Details) - USD ($) $ in Millions	Sep. 26, 2020	Dec. 28, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Trade receivables	$ 1,414	$ 1,315
Allowance for doubtful accounts	(22)	(10)
Redundable income taxes	17	56
Other receivables	217	215
Accounts receivable, net	1,626	1,576
Raw materials and supplies	334	303
Finished goods and materials in process	929	923
Inventories	1,263	1,226
Property	9,100	9,051
Accumulated depreciation	(5,616)	(5,439)
Property, net	3,484	3,612
Pension	298	241
Deferred income taxes	219	231
Nonpension postretirement benefits	328	283
Other	507	384
Other assets	1,352	1,139
Accrued income taxes	29	42
Accrued salaries and wages	316	290
Other	780	577
Other current liabilities	1,125	909
Income taxes payable	54	81
Nonpension postretirement benefits	32	33
Other	434	429
Other liabilities	$ 520	$ 543

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Subsequent Events (Details) $ in Millions	1 Months Ended
	Oct. 30, 2020 USD ($)
Subsequent Event [Line Items]
Number of retired participants accepting settlement of defined benefit pension plan obligations	8,000
Benefit obligation decrease	$ 470