Obligation Kellogg 3.25% ( US487836BV92 ) en USD

Kellogg

101.14 % ▲

Etas-Unis

US487836BV92 ( en USD )

3.25% par an ( paiement semestriel )

13/05/2021 - Obligation échue

Prospectus brochure de l'obligation Kellogg US487836BV92 en USD 3.25%, échue

2 000 USD

400 000 000 USD

487836BV9

Baa2 ( Qualité moyenne inférieure )

L'Obligation émise par Kellogg ( Etas-Unis ) , en USD, avec le code ISIN US487836BV92, paye un coupon de 3.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 13/05/2021

L'Obligation émise par Kellogg ( Etas-Unis ) , en USD, avec le code ISIN US487836BV92, 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 US487836BV92, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

424(b)(5)
424B5 1 d571207d424b5.htm 424(B)(5)
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-209699
CALCULATION OF REGISTRATION FEE

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

Registered

per Note

Offering Price
Registration Fee(1)
3.250% Senior Notes due 2021

$400,000,000

99.912%

$399,648,000

$49,756.18
4.300% Senior Notes due 2028

$600,000,000

99.646%

$597,876,000

$74,435.56

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
PROSPECTUS SUPPLEMENT
(To prospectus dated February 25, 2016)

$400,000,000 3.250% Senior Notes due 2021
$600,000,000 4.300% Senior Notes due 2028
We are offering $400,000,000 aggregate principal amount of 3.250% Senior Notes due 2021 (the "2021 notes") and $600,000,000 aggregate
principal amount of 4.300% Senior Notes due 2028 (the "2028 notes" and, together with the 2021 notes, the "notes"). The 2021 notes will mature
on May 14, 2021 and the 2028 notes will mature on May 15, 2028. Interest on the 2021 notes is payable semi-annually in arrears on May 14 and
November 14 of each year, beginning November 14, 2018. Interest on the 2028 notes is payable semi-annually in arrears on May 15 and
November 15 of each year, beginning November 15, 2018.
We may redeem some or all of the notes of any series at any time and from time to time at the applicable "make-whole" redemption prices
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 repurchase the notes from holders as described under the heading "Description of the Notes--Repurchase at Option of Holders Upon Change of
Control Repurchase Event."
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-5 of this prospectus
supplement and the risks discussed elsewhere in this prospectus supplement, the accompanying prospectus and
the documents we file with the Securities and Exchange Commission.
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.

Underwriting
Proceeds,
Public offering
discounts and
before
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424(b)(5)

price (1)

commissions

expenses, to us
Per 2021 note

99.912%

0.250%

99.662%
Total

$399,648,000
$ 1,000,000
$398,648,000
Per 2028 note

99.646%

0.450%

99.196%
Total

$597,876,000
$ 2,700,000
$595,176,000

(1)
Interest on the notes will accrue from May 14, 2018 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 for the
accounts of its participants, including Clearstream Banking, S.A., and Euroclear Bank SA/NV, on or about May 14, 2018.
Joint Book-Running Managers

Citigroup

HSBC
J.P. Morgan

Wells Fargo Securities
Co-Managers

Rabo Securities

Mizuho Securities

TD Securities

Multi-Bank Securities, Inc.

Siebert Cisneros Shank & Co., L.L.C.
The date of this prospectus supplement is May 7, 2018.
Table of Contents
No person has been authorized to give any information or to make any representations other than those contained in this prospectus
supplement, the accompanying prospectus or any free writing prospectus we and the underwriters have authorized and, if given or made,
such information or representations must not be relied upon as having been authorized. This prospectus supplement, the accompanying
prospectus and any free writing prospectus we and the underwriters have authorized 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, the accompanying prospectus or any free writing prospectus
we and the underwriters have authorized 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 or incorporated by reference 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-5
Cautionary Statement About Forward-Looking Statements
S-8
Use of Proceeds
S-9
Capitalization
S-10
Ratio of Earnings to Fixed Charges
S-12
Description of the Notes
S-13
Material U.S. Federal Income Tax Considerations
S-22
Underwriting
S-27
Legal Matters
S-32
Incorporation of Certain Information By Reference
S-32
Prospectus

About This Prospectus

i
Our Company

1
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424(b)(5)
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

8
Legal Matters

9
Experts

9
Where You Can Find More Information

9
Incorporation of Certain Information by Reference

9
MiFID II Product Governance / Professional Investors and ECPs only Target Market--Solely for the purposes of the manufacturer's
product approval process, the target market assessment in respect of the notes has led to the conclusion that: (i) the target market for the
notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the notes
to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the notes (a
"distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the notes (by either adopting or refining the manufacturer's
target market assessment) and determining appropriate distribution channels.
Table of Contents
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 this prospectus supplement, the accompanying prospectus and any free writing prospectus we have authorized,
together with additional information described in the accompanying prospectus in the section titled "Where You Can Find More
Information" and in this prospectus supplement in the section titled "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, second largest producer of cookies and crackers, and a leading producer of
savory snacks and frozen foods. Additional product offerings include toaster pastries, cereal bars, fruit-flavored snacks and veggie foods.
Kellogg products are manufactured and marketed globally.
Our brands are well recognized around the world. We market our products under well-known registered trademarks, including Pringles,
Cheez-It, Keebler, Special K, Kellogg's Frosted Flakes, Pop-Tarts, Kellogg's Corn Flakes, Rice Krispies, Eggo, Mini-Wheats, Kashi, RXBAR
and more. 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.
Recent Developments
On May 2, 2018, Kellogg Company (i) acquired additional ownership in Multipro Singapore Pte. Ltd. ("Multipro"), a leading distributor
of a variety of food products in Nigeria and Ghana, and (ii) exercised its call option to acquire an ownership interest in Tolaram Africa Foods,
PTE LTD, one of the holding companies of an affiliated food manufacturing entity under common ownership with Multipro (collectively, the
"Acquisition"). The aggregate consideration paid for the Acquisition was approximately $420 million and was funded through cash on hand
and $400 million of commercial paper borrowings. We intend to use all of the net proceeds from this offering for general corporate purposes,
including (i) the repayment of $400 million aggregate principal amount of our 3.25% Senior Notes due 2018 (the "2018 Notes"), (ii) the
repayment of a portion of our commercial paper borrowings (including the commercial paper borrowings used to finance the Acquisition) and
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424(b)(5)
(iii) the payment of offering related fees and expenses.

S-1
Table of Contents
The Offering

Issuer
Kellogg Company.

Notes Offered
$400,000,000 aggregate principal amount of 3.250% senior notes due 2021.

$600,000,000 aggregate principal amount of 4.300% senior notes due 2028.

Maturity
The 2021 notes will mature on May 14, 2021.

The 2028 notes will mature on May 15, 2028.

Interest Rates
The 2021 notes will accrue interest at a rate per year equal to 3.250%.

The 2028 notes will accrue interest at a rate per year equal to 4.300%.

Interest Payment Dates
Interest on the 2021 notes will accrue from May 14, 2018 and will be payable semi-
annually in arrears on May 14 and November 14 of each year, beginning on
November 14, 2018. Interest on the 2028 notes will accrue from May 14, 2018 and will
be payable semi-annually on May 15 and November 15 of each year, beginning on
November 15, 2018.

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 March 31, 2018, our subsidiaries had
$330 million of indebtedness (including outstanding letters of credit but excluding trade
payables).

Optional Redemption
We may redeem the 2021 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 2021 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 redemption date), discounted to the redemption date on a semi-annual basis

(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate (as defined in "Description of the Notes--Optional Redemption"), plus 10
basis points.

We will also pay the accrued and unpaid interest, if any, on the 2021 notes to the

redemption date.

S-2
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424(b)(5)
Table of Contents
Prior to February 15, 2028 (the date that is three months prior to the maturity date of the

2028 notes (the "Par Call Date")), we may redeem the 2028 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 2028 notes being redeemed; and

· the sum of the present values of the remaining scheduled payments of principal and
interest thereon that would be due if such notes matured on the Par Call Date (not
including any portion of such payments of interest accrued as of the redemption

date), discounted to the redemption date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined
in "Description of the Notes--Optional Redemption"), plus 25 basis points.

We will also pay the accrued and unpaid interest, if any, on the 2028 notes to the
redemption date. On or after the Par Call Date, we may redeem the 2028 notes at our

option, at any time in whole or from time to time in part, at a redemption price equal to
100% of the principal amount of the 2028 notes being redeemed plus accrued and
unpaid interest, if any, on the 2028 notes to the redemption date.

Repurchase at Option of Holders Upon a Change of If we experience a "Change of Control Repurchase Event" (as defined in "Description
Control Repurchase Event
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 repurchase the notes at a purchase price equal to 101% of their principal
amount, plus accrued and unpaid interest to the date of repurchase.

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 all of the net proceeds from this offering for general corporate
purposes, including (i) the repayment of $400 million aggregate principal amount of
2018 Notes, (ii) the repayment of a portion of our commercial paper borrowings
(including commercial paper borrowings used to finance the Acquisition) and (iii) the
payment of offering related fees and expenses.

See "Use of Proceeds" in this prospectus supplement.

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

S-3
Table of Contents
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
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424(b)(5)
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, S.A. ("Clearstream") and Euroclear Bank,
SA/NV ("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-5 and the risk factors set forth in Part I, Item 1A of our Annual
Report on Form 10-K for the year ended December 30, 2017 before investing in the
notes.

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

Governing Law
State of New York.

S-4
Table of Contents
Risk Factors
An investment in the notes involves risks. Before deciding whether to purchase the notes, you should consider the risks discussed below and
elsewhere in this prospectus supplement or the accompanying prospectus, including those set forth under the heading "Cautionary Statement
About Forward-Looking Statements" in this prospectus supplement, and in Part I, Item 1A of our Annual Report on Form 10-K for the year ended
December 30, 2017 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 filings with the
Securities and Exchange Commission (the "SEC") 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 March 31, 2018, we had total debt of approximately
$8.8 billion and equity of $2.6 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,
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424(b)(5)

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 March 31, 2018, 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 effectively subordinated to all liabilities of our subsidiaries since they are separate and distinct legal entities with

S-5
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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. Under the terms of our indenture, 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 March 31, 2018, our subsidiaries had $330 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 unsecured 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.
Active trading markets may not develop for the notes.
The notes are new issues of securities for which there are currently no trading markets. We do not intend to apply for listing of the notes on
any securities exchange or quotation on an automated dealer quotation system. Although the underwriters have informed us that they currently
intend to make a market in the notes of each series after we complete the offering, they have no obligation to do so and may discontinue their
market-making 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 active trading markets do not develop or are not maintained, the market prices 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 of each series 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 active markets for the notes will develop or, if developed, will continue.
Our credit ratings may not reflect all risks of an investment in the notes.
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424(b)(5)
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.

S-6
Table of Contents
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 repurchase. 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 repurchase 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.

S-7
Table of Contents
Cautionary Statement About Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by us or on our behalf.
Certain statements contained in this prospectus supplement, the accompanying prospectus, the information incorporated herein by reference, and
other written and oral statements made from time to time by us or on our behalf are based on current projections about operations, industry
conditions, financial condition, and liquidity, may not relate strictly to historical or current facts and may contain forward-looking statements that
reflect our current views with respect to future events and financial performance. As such, they are considered "forward-looking statements" which
provide current expectations or forecasts of future events. Such statements can be identified by the use of terminology such as "may," "could,"
"will," "can," "should," "possible," "plan," "predict," "forecast," "potential," "anticipate," "estimate," "expect," "project," "intend," "believe,"
"may impact," "on track," and similar words or expressions. These forward-looking statements should be considered with the understanding that
such statements involve a variety of risks and uncertainties, known and unknown, and may be affected by inaccurate assumptions. Consequently, no
forward-looking statement can be guaranteed and actual results may vary materially.
Forward-looking statements in this document or in the information incorporated herein by reference may include, but are not limited to,
statements regarding expected earnings per share, cash flow, industry unit shipments, productivity and raw material prices. Many risks,
contingencies and uncertainties could cause actual results to differ materially from our forward-looking statements. Among these factors are:
(1) our ability to implement Project K, including exiting our Direct-Store-Door distribution system; (2) whether the expected amount of costs
associated with Project K will exceed forecasts; (3) whether the Company will be able to realize the anticipated benefits from Project K in the
amounts and times expected; (4) the ability to realize the benefits we expect from the adoption of zero-based budgeting in the amounts and at the
times expected; (5) the ability to realize anticipated benefits from revenue growth management; (6) the ability to realize the anticipated benefits
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424(b)(5)
and synergies from acquired businesses in the amounts and at the times expected; (7) the impact of competitive conditions; (8) the effectiveness of
pricing, advertising, and promotional programs; (9) the success of innovation, renovation and new product introductions; (10) the recoverability of
the carrying value of goodwill and other intangibles; (11) the success of productivity improvements and business transitions; (12) commodity and
energy prices; (13) labor costs; (14) disruptions or inefficiencies in supply chain; (15) the availability of and interest rates on short-term and long-
term financing; (16) actual market performance of benefit plan trust investments; (17) the levels of spending on systems initiatives, properties,
business opportunities, integration of acquired businesses, and other general and administrative costs; (18) changes in consumer behavior and
preferences; (19) the effect of U.S. and foreign economic conditions on items such as interest rates, statutory tax rates, currency conversion and
availability; (20) legal and regulatory factors including changes in food safety, advertising and labeling laws and regulations; (22) the ultimate
impact of product recalls; (23) adverse changes in global climate or extreme weather conditions; (24) business disruption or other losses from
natural disasters, war, terrorist acts, or political unrest; and (25) the risks and uncertainties described herein under "Risk Factors."
Except as required by law, we undertake no obligation to update any forward-looking statement, and investors are advised to review
disclosures in our filings with the SEC. It is not possible to foresee or identify all factors that could cause actual results to differ from expected or
historic results. Therefore, investors should not consider the foregoing factors to be an exhaustive statement of all risks, uncertainties, or factors
that could potentially cause actual results to differ from forward-looking statements. Additional information concerning these factors can be found
in our periodic filings with the SEC, including our most recent Annual Report on Form 10-K, as updated by our quarterly reports on Form 10-Q,
current reports on Form 8-K and other filings we make with the SEC.

S-8
Table of Contents
Use of Proceeds
We expect the net proceeds from the sale of the notes to be approximately $993 million, after deduction of our offering expenses and
underwriting discounts and commissions. We intend to use all of the net proceeds from this offering for general corporate purposes, including
(i) the repayment of $400 million aggregate principal amount of our 2018 Notes when they mature on May 21, 2018, (ii) the repayment of a portion
of our commercial paper borrowings (including commercial paper borrowings used to finance the Acquisition) and (iii) the payment of offering
related fees and expenses. The 2018 Notes accrue interest at a rate of 3.25% per year. Our U.S. and European commercial paper carries a weighted-
average interest rate of 1.88% and has various maturity dates with the last being May 24, 2018. As of March 31, 2018, we had $388 million of
commercial paper borrowings. In connection with the closing of the Acquisition, we incurred $400 million of commercial paper borrowings.

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Capitalization
The following table sets forth our short-term debt and total long-term debt and equity as of March 31, 2018 and as adjusted to give effect to
the sale of the notes offered hereby and the use of the net proceeds from the sale of the notes for general corporate purposes, including (i) the
repayment of $400 million aggregate principal amount of our 2018 Notes when they mature on May 21, 2018, (ii) the repayment of a portion of our
commercial paper borrowings (including commercial paper borrowings used to finance the Acquisition) and (iii) the payment of offering related
fees and expenses, as described in "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 March 31, 2018

Actual
As Adjusted
(Dollars in millions, except per share

information)

Short-term debt(1):

Notes payable(2)

$
469
$
277
Current maturities of long-term debt

408

7

Total short-term debt

$
877
$
284

Long-term debt:

3.25% Notes due 2018

$
401
$
--
4.15% Notes due 2019

506

506
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424(b)(5)
4.000% Notes due 2020

847

847
1.750% Euro Notes due 2021

613

613
0.800% Euro Notes due 2022

736

736
3.125% Notes due 2022

368

368
2.65% Notes due 2023

597

597
2.75% Notes due 2023

210

210
1.000% Euro Notes due 2024

744

744
1.25% Euro Notes due 2025

736

736
3.25% Notes due 2026

746

746
3.40% Notes due 2027

595

595
7.45% Debentures due 2031

620

620
4.500% Debentures due 2046

638

638
2021 notes offered hereby

--

398
2028 notes offered hereby

--

595
Other

(68)

(68)
Less current maturities of long-term debt

(408)

(7)

Total long-term debt

7,881

8,874
Equity:

Common stock ($.25 par value per share)

105

105
Capital in excess of par value

852

852
Retained earnings

7,334

7,334
Treasury stock at cost

(4,346)

(4,346)
Accumulated other comprehensive income (loss)

(1,407)

(1,407)
Noncontrolling interests

16

16
Total equity

2,554

2,554

Total long-term debt and equity

$
10,435
$
11,428

(1)
At March 31, 2018 we also had $2.5 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

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Five-Year Credit Agreement, which we entered into during January 2018 and expires in 2023 and an unsecured 364-Day Credit Agreement,

which we entered into on January 30, 2018.
(2)
In connection with the closing of the Acquisition on May 2, 2018, we incurred an additional $400 million of commercial paper borrowings.

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Ratio of Earnings to Fixed Charges
The following table sets forth our ratio of earnings to fixed charges for the periods indicated. This 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.

Three Months
Fiscal Year Ended

Ended
March 31,
December 30,
December 31,
January 2,
January 3,
December 28,

2018

2017

2016

2016

2015

2013

Ratios of earnings to fixed charges

7.5x

6.5x

4.0x

3.6x

4.0x

10.0x

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Document Outline

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