Obligation Kellogg 1.875% ( US487836BF43 ) en USD

Kellogg

100 % ▲

Etas-Unis

US487836BF43 ( en USD )

1.875% par an ( paiement semestriel )

17/11/2016 - Obligation échue

Prospectus brochure de l'obligation Kellogg US487836BF43 en USD 1.875%, échue

2 000 USD

500 000 000 USD

487836BF4

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

L'Obligation émise par Kellogg ( Etas-Unis ) , en USD, avec le code ISIN US487836BF43, paye un coupon de 1.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 17/11/2016

L'Obligation émise par Kellogg ( Etas-Unis ) , en USD, avec le code ISIN US487836BF43, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Kellogg ( Etas-Unis ) , en USD, avec le code ISIN US487836BF43, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/55067/000119312511312774/d...
424B5 1 d255409d424b5.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-159303

CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Maximum
Maximum
Title of Each Class of
Amount to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

per Note

Offering Price
Registration Fee(1)
1.875% Senior Notes due 2016

$500,000,000
99.896%

$499,480,000
$57,240.41

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
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PROSPECTUS SUPPLEMENT
(To prospectus dated May 18, 2009)
1.875% Senior Notes due 2016
The notes will mature on November 17, 2016. Interest on the notes is payable semi-annually on May 17 and November 17 of
each year, beginning May 17, 2012. We may redeem some or all of the notes at any time and from time to time at the "make whole"
redemption price described under the heading "Description of the Notes--Optional Redemption." If we experience a "change of
control" repurchase event, unless we have exercised our right to redeem the notes, we will be required to offer to purchase the notes
from holders.
The notes will be our senior unsecured obligations, and will rank equally in right of payment with all of our other senior
unsecured indebtedness from time to time outstanding.
Investing in the notes involves risks. See "Risk Factors " beginning on page S-4 of this prospectus supplement.
Neither the Securities and Exchange Commission nor any other state securities commission has approved or disapproved of
these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.

Per Note

Total

Public offering price(1)

99.896%
$499,480,000
Underwriting discounts and commissions

0.350%
$ 1,750,000
Proceeds, before expenses, to us

99.546%
$497,730,000
(1) Interest on the notes will accrue from November 17, 2011 to the date of delivery.
We expect to deliver the notes to investors in registered book-entry form through the facilities of The Depository Trust Company
and its participants, including Clearstream Banking, société anonyme, Luxembourg and Euroclear Bank S.A./ NV, as operator of the
Euroclear System, on or about November 17, 2011.
Joint Book-Running Managers

Deutsche Bank Securities

Rabo Securities

Citigroup
Fifth Third Securities, Inc.

HSBC

BofA Merrill Lynch
SunTrust Robinson Humphrey

US Bancorp

Wells Fargo Securities
Powell Capital Markets, Inc.
November 14, 2011
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No person has been authorized to give any information or to make any representations other than those contained in this prospectus
supplement or the accompanying prospectus and, if given or made, such information or representations must not be relied upon as
having been authorized. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the securities described in this prospectus supplement in any circumstances in
which such offer or solicitation is unlawful. Neither the delivery of this prospectus supplement or the accompanying prospectus nor
any sale made hereunder or thereunder shall, under any circumstances, create any implication that there has been any change in the
affairs of Kellogg since the date of this prospectus supplement or that the information contained herein or therein is correct as of any
time subsequent to its date.
Table of Contents

Page
Prospectus Supplement

Summary
S-1

The Offering
S-2

Risk Factors
S-4

Use of Proceeds
S-7

Capitalization
S-7

Ratio of Earnings to Fixed Charges
S-8

Description of the Notes
S-8

Material U.S. Federal Income Tax Considerations
S-16
Underwriting
S-20
Legal Matters
S-23
Prospectus

About This Prospectus
i

Our Company
1

Risk Factors
1

Forward-Looking Statements
1

Use of Proceeds
2

Ratio of Earning to Fixed Charges
2

Description of Debt Securities
2

Plan of Distribution
9

Legal Matters
9

Experts
9

Where You Can Find More Information
9

Incorporation of Certain Information by Reference
10

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Summary
This summary highlights information contained elsewhere or incorporated by reference in this prospectus supplement
and the accompanying prospectus. This summary is not intended to be a complete description of the matters covered in this
prospectus supplement and the accompanying prospectus and is subject to, and qualified in its entirety by reference to, the
more detailed information and financial statements (including the notes thereto) included or incorporated by reference in this
prospectus supplement and the accompanying prospectus. You should read both this prospectus supplement and the
accompanying prospectus, together with additional information described in the accompanying prospectus in the sections
titled "Where You Can Find More Information" and "Incorporation of Certain Information by Reference." Unless otherwise
specified or indicated by the context, "Kellogg," "we," "us" and "our" refer to Kellogg Company and its divisions and
subsidiaries.
Kellogg Company
Kellogg Company is the world's leading producer of cereal and a leading producer of convenience foods, including cookies,
crackers, toaster pastries, cereal bars, fruit flavored snacks, frozen waffles and veggie foods. Our products are manufactured and
marketed globally. Our products are manufactured primarily in company-owned facilities and are principally sold to the grocery
trade through direct sales forces or food brokers for resale to consumers.
Our brands are well recognized around the world. We market our products under well-known registered trademarks,
including Kellogg's, Keebler, Pop-Tarts, Eggo, Cheez-It, Nutri-Grain, Rice Krispies, BearNaked, Murray, Austin, Morningstar
Farms, Famous Amos, Club and Kashi. Our registered trademarks also include the brand names of many popular ready-to-eat
cereals and convenience foods, including Special K, All-Bran, Apple Jacks, Kellogg's Corn Flakes, Kellogg's Frosted Flakes,
Froot Loops, Rice Krispies Treats, Frosted Mini-Wheats and Fudge Shoppe, as well as animated cartoon characters, such as
Tony the Tiger, Snap!Crackle!Pop!, Dig `Em, Toucan Sam and Ernie Keebler.
Kellogg Company was incorporated in Delaware in 1922. Our principal executive offices are located at One Kellogg
Square, P.O. Box 3599, Battle Creek, Michigan 49016-3599 and our telephone number is (269) 961-2000.

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The Offering

Issuer
Kellogg Company.

Notes Offered
$500,000,000 aggregate principal amount of 1.875% senior notes due 2016.

Maturity
November 17, 2016.

Interest
1.875% per year. Interest on the notes will accrue from November 17, 2011 and
will be payable on May 17 and November 17 of each year, beginning on May
17, 2012.

Ranking
The notes will be our unsecured and unsubordinated obligations and will rank
on a parity with all of our other unsecured and unsubordinated indebtedness
from time to time outstanding. The notes will be effectively subordinated to all
liabilities of our subsidiaries, including trade payables. As of October 1, 2011,
our subsidiaries had $98 million of indebtedness (including outstanding letters
of credit but excluding trade payables).

Optional Redemption
We may redeem the notes at our option, at any time in whole or from time to
time in part, at a redemption price equal to the greater of:

· 100% of the principal amount of the notes being redeemed; and

· the sum of the present values of the remaining scheduled payments of
principal and interest thereon (not including any portion of such payments of
interest accrued as of the date of redemption), discounted to the date of

redemption on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate (as defined below), plus 15 basis
points.

We will also pay the accrued and unpaid interest on the notes to the redemption

date.

Repurchase at Option of Holders Upon a
If we experience a "Change of Control Repurchase Event" (as defined in
Change of Control Repurchase Event
"Description of the Notes--Repurchase at Option of Holders Upon Change of
Control Repurchase Event"), we will be required, unless we have exercised our
right to redeem the notes, to offer to purchase the notes at a purchase price equal
to 101% of their principal amount, plus accrued and unpaid interest.

Covenants
Under the indenture, we have agreed to certain restrictions on our ability to
incur debt secured by liens and to enter into certain transactions. See
"Description of Debt Securities--Covenants--Limitation on Liens," "--Sale
and Leaseback," and "--Merger, Consolidation or Sale of Assets" in the
accompanying prospectus.

Use of Proceeds
We intend to use the net proceeds from the sale of the notes for general
corporate purposes, including repayment of commercial paper. See "Use of
Proceeds."

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Additional Notes
We may from time to time, without giving notice to or seeking the consent of the
holders of the notes, issue debt securities having the same terms (except for the
issue date and, in some cases, the public offering price and the first interest
payment date) as, and ranking equally and ratably with, the notes. Any additional
debt securities having such similar terms, together with the notes, will constitute
a single series of securities under the indenture, including for purposes of voting
and redemptions.

Denomination and Form
We will issue the notes in the form of one or more fully registered global notes
registered in the name of the nominee of The Depository Trust Company, or
DTC. Beneficial interests in the notes will be represented through book-entry
accounts of financial institutions acting on behalf of beneficial owners as direct
and indirect participants in DTC. Clearstream Banking, société anonyme
("Clearstream") and Euroclear Bank, S.A./ N.V., as operator of the Euroclear
System ("Euroclear"), will hold interests on behalf of their participants through
their respective U.S. depositaries, which in turn will hold such interests in
accounts as participants of DTC. Except in the limited circumstances described
in this prospectus supplement, owners of beneficial interests in the notes will
not be entitled to have notes registered in their names, will not receive or be
entitled to receive notes in definitive form and will not be considered holders of
notes under the indenture. The notes will be issued only in denominations of
$2,000 and integral multiples of $1,000 in excess thereof.

Risk Factors
You should carefully read and consider the information set forth in "Risk
Factors" beginning on page S-4 and the risk factors set forth in Part I, Item 1A of
our Annual Report on Form 10-K for the year ended January 1, 2011 before
investing in the notes.

Trustee
The Bank of New York Mellon Trust Company, N.A.

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Risk Factors
An investment in the notes involves risks. Before deciding whether to purchase the notes, you should consider the risks
discussed below or elsewhere in this prospectus supplement or the accompanying prospectus, including those set forth under the
heading "Forward-Looking Statements" on page 1 of the accompanying prospectus, and in Part I, Item 1A of our Annual Report
on Form 10-K for the year ended January 1, 2011 that we have incorporated by reference in this prospectus supplement and the
accompanying prospectus. Additional risks and uncertainties not presently known to us or that we currently believe to be
immaterial may also impair our business operations.
Any of the risks discussed below or elsewhere in this prospectus supplement, the accompanying prospectus or in our SEC
filings incorporated by reference in this prospectus supplement and the accompanying prospectus, and other risks we have not
anticipated or discussed, could have a material adverse impact on our business, financial condition or results of operations. In
that case, our ability to pay interest on the notes when due or to repay the notes at maturity could be adversely affected, and the
trading price of the notes could decline substantially.
We have a substantial amount of indebtedness, which could limit financing and other options and adversely affect our ability
to make payments on the notes.
We have indebtedness that is substantial in relation to our shareholders' equity. As of October 1, 2011, on a pro forma basis
after giving effect to the issuance of the notes we had total debt of approximately $6.0 billion and equity of $2.3 billion.
Our substantial indebtedness could have important consequences, including:

· impairing the ability to obtain additional financing for working capital, capital expenditures or general corporate purposes,
particularly if the ratings assigned to our debt securities by rating organizations were revised downward; a downgrade in

our credit ratings, particularly our short-term credit rating, would likely reduce the amount of commercial paper we could
issue, increase our commercial paper borrowing costs, or both;

· restricting our flexibility in responding to changing market conditions or making us more vulnerable in the event of a

general downturn in economic conditions or our business;

· requiring a substantial portion of our cash flow from operations to be dedicated to the payment of principal and interest on

our debt, reducing the funds available to us for other purposes such as expansion through acquisitions, marketing spending
and expansion of our product offerings; and

· causing us to be more leveraged than some of our competitors, which may place us at a competitive disadvantage.
Our ability to make scheduled payments or to refinance our obligations with respect to indebtedness will depend on our
financial and operating performance, which in turn, is subject to prevailing economic conditions, the availability of, and interest rates
on, short-term financing, and financial, business and other factors beyond our control.
The notes are effectively subordinated to any secured obligations we may have outstanding and to the obligations of our
subsidiaries.
Although the notes are unsubordinated obligations, they are effectively subordinated to any secured obligations we may have, to
the extent of the assets that serve as security for those obligations. As of October 1, 2011, we had no secured debt (other than
$2 million of capital lease obligations). However, since the notes are obligations exclusively of Kellogg Company, and are not
guaranteed by our subsidiaries, the notes are also

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effectively subordinated to all liabilities of our subsidiaries, to the extent of their assets, since they are separate and distinct legal
entities with no obligation to pay any amounts due under our indebtedness, including the notes, or to make any funds available to us,
whether by paying dividends or otherwise, so that we can do so. Our subsidiaries are not prohibited from incurring additional debt or
other liabilities, including senior indebtedness. If our subsidiaries were to incur additional debt or liabilities, our ability to pay our
obligations on the notes could be adversely affected. As of October 1, 2011, our subsidiaries had $98 million of indebtedness
(including outstanding letters of credit but excluding trade payables).
We may incur additional indebtedness.
The indenture governing the notes does not prohibit us from incurring additional indebtedness in the future. We are also
permitted to incur additional secured indebtedness that would be effectively senior to the notes subject to the limitations described in
the section entitled "Description of Debt Securities--Covenants--Limitations on Liens" in the accompanying prospectus. The
indenture governing the notes also permits unlimited additional borrowings by our subsidiaries that are effectively senior to the notes.
In addition, the indenture does not contain any restrictive covenants limiting our ability to pay dividends or make any payments on
junior or other indebtedness.
An active trading market may not develop for the notes.
The notes are a new issue of securities for which there is currently no trading market. Although the underwriters have informed
us that they currently intend to make a market in the notes after we complete the offering, they have no obligation to do so and may
discontinue making a market at any time without notice. In addition, any market-making activity will be subject to the limits imposed
by federal securities laws and may be limited during the offering of the notes.
If an active trading market does not develop or is not maintained, the market price and liquidity of the notes may be adversely
affected. In that case, you may not be able to sell your notes at a particular time or you may not be able to sell your notes at a
favorable price. The liquidity of any market for the notes will depend on a number of factors, including:

· the number of holders of the notes;

· our ratings published by major credit rating agencies;

· our financial performance;

· the market for similar securities;

· the interest of securities dealers in making a market in the notes; and

· prevailing interest rates.
We cannot assure you that an active market for the notes will develop or, if developed, that it will continue.
Our credit ratings may not reflect all risks of an investment in the notes.
The notes will be rated by at least one nationally recognized statistical rating organization. The ratings of our notes will
primarily reflect our financial strength and will change in accordance with the rating of our financial strength. Any rating is not a
recommendation to purchase, sell or hold any particular security, including the notes. These ratings do not comment as to market price
or suitability for a particular investor. In addition, ratings at any time may be lowered or withdrawn in their entirety. The ratings of the
notes may not reflect the potential impact of all risks related to structure and other factors on any trading market for, or trading value
of, the notes. Actual or anticipated changes or downgrades in our credit ratings, including any announcement that our ratings are under
further review for a downgrade, could affect the market value of the notes and increase our corporate borrowing costs.

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An increase in market interest rates could result in a decrease in the value of the notes.
In general, as market interest rates rise, notes bearing interest at a fixed rate generally decline in value because the premium, if
any, over market interest rates will decline. Consequently, if you purchase fixed rate notes and market interest rates increase, the
market value of your notes may decline. We cannot predict the future level of market interest rates.
We may not be able to repurchase the notes upon a change of control.
Upon the occurrence of a Change of Control Repurchase Event, unless we have exercised our right to redeem the notes, each
holder of notes will have the right to require us to repurchase all or any part of such holder's notes at a price equal to 101% of their
principal amount, plus accrued and unpaid interest, if any, to the date of purchase. If we experience a Change of Control Repurchase
Event, there can be no assurance that we would have sufficient financial resources available to satisfy our obligations to repurchase
the notes. Our failure to purchase the notes as required under the indenture governing the notes would result in a default under the
indenture, which could have material adverse consequences for us and the holders of the notes. See "Description of the Notes--
Repurchase at Option of Holders Upon Change of Control Repurchase Event."
The change of control put right might not be enforceable.
In a 2009 decision that was subsequently affirmed by the Delaware Supreme Court, the Chancery Court of Delaware raised the
possibility that a change of control put right occurring as a result of a failure to have "continuing directors" comprising a majority of a
board of directors might be unenforceable on public policy grounds.

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Use of Proceeds
We expect the net proceeds from the sale of the notes to be approximately $498 million, after deduction of expenses and
underwriting discounts and commissions. We intend to use the net proceeds from the sale of the notes for general corporate purposes
including repayment of commercial paper. Our commercial paper carries a weighted-average interest rate of 0.25% and has various
maturity dates with the last being November 18, 2011.
Capitalization
The following table sets forth our short-term debt and total long-term debt and equity as of October 1, 2011 and as adjusted to
give effect to the sale of the notes offered hereby and the use of proceeds to repay commercial paper. See "Use of Proceeds." The
following information should be read in conjunction with our consolidated financial statements and the accompanying notes, which
are incorporated by reference herein. Refer to "Where You Can Find More Information" in the accompanying prospectus.

At October 1, 2011

Actual
As Adjusted
(Dollars in millions, except

per share information)

Short-term debt(1):

Notes payable

$
737
$

239
Current maturities of long-term debt

--

--

Total short-term debt

$
737
$

239

Long-term debt:

7.45% Debentures due 2031

$ 1,090
$
1,090
5.125% Notes due 2012

750

750

4.25% Notes due 2013

750

750

4.45% Notes due 2016

749

749

3.25% Notes due 2018

399

399

4.15% Notes due 2019

499

499

4.000% Notes due 2020

992

992

Notes offered hereby

--
499

Other

71

71

Less current maturities of long-term debt

--

--

Total long-term debt

5,300

5,799

Equity:

Common stock ($.25 par value per share)

105

105

Capital in excess of par value

510

510

Retained earnings

6,644

6,644

Treasury stock at cost

(3,050)
(3,050)
Accumulated other comprehensive income (loss)

(1,926)
(1,926)
Noncontrolling interests

2

2

Total equity

2,285

2,285

Total long-term debt and equity

$ 7,585
$
8,084

(1) At October 1, 2011, we also had $2.2 billion of short-term lines of credit, virtually all of which were unused and available for
borrowing on an unsecured basis. These lines were comprised principally of an unsecured Four-Year Credit Agreement, which
we entered into during March 2011 and expires in 2015.

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