8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 30, 2008

Kellogg Company

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation) 1-4171
(Commission File Number) 38-0710690
(IRS Employer Identification No.)

One Kellogg Square
Battle Creek, Michigan 49016-3599
(Address of principal executive offices, including zip code)

(269) 961-2000
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

The information in this Current Report, including the attached Exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

On April 30, 2008, Kellogg Company issued a press release announcing financial results for the period ended March 29, 2008, a copy of which is attached as Exhibit 99.1.

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 hereunto duly authorized.

	KELLOGG COMPANY
Date: April 30, 2008	/s/ John A. Bryant
	Name:	John A. Bryant
	Title:	Executive Vice President, Chief Financial Officer,
	Kellogg Company and President, Kellogg North America

EXHIBIT INDEX

99.1 Financial results for the period ended March 29, 2008

EX-99.1

Exhibit 99.1

	Kellogg Company News
	For release:	April 30, 2008
	Analyst Contact:	Joel Wittenberg	(269) 961-9089
	Media Contact:	Kris Charles	(269) 961-3799

Kellogg Announces Strong Sales and Operating Profit Growth
And 10% Dividend Increase

     BATTLE CREEK, Mich. - Kellogg Company (NYSE: K) today reported strong first quarter 2008 sales growth of 10% and operating profit growth of 9%. These results were driven by innovation, recent price increases and effective brand building and were achieved after absorbing significant cost inflation. In addition, the Company’s Board of Directors announced plans to increase the quarterly dividend by 10% beginning in the third quarter.

     Reported net earnings for the quarter were $315 million, a 2% decrease from last year’s $321 million. Earnings were $0.81 per diluted share versus last year’s $0.80. First quarter 2007 results included a discrete tax benefit resulting in an effective tax rate of 24% versus this quarter’s 30% rate. In addition, the Company has completed this year’s $650 million share repurchase program.

     “Our continued focus on executing our business model paid off during the first quarter,” said David Mackay, Kellogg’s chief executive officer. “We posted strong results, despite the impact of higher commodity inflation as well as increased advertising and up-front investments. As a sign of our confidence, the Board of Directors announced its plans for a 10% increase in the quarterly dividend starting in the third quarter.”

     Reported net sales in the first quarter of 2008 were $3.3 billion, an increase of 10% from the first quarter of 2007. Internal net sales growth, which excludes the effect of foreign-currency translation and acquisitions, was 5%.

     Kellogg North America posted reported net sales growth of 7%; internal net sales growth was 5%. Retail Cereal posted internal sales growth of 4%. The Retail Snacks business also posted internal sales growth of 4%. The North America Frozen and Specialty Channels businesses posted internal net sales growth of 10%.

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     Kellogg International reported first quarter net sales growth of 16%, or 6% excluding the favorable effect of currency translation and acquisitions. Internal net sales in Latin America increased by 7% and Europe posted internal sales growth of 5%. Both Latin America and Europe achieved solid performance in both the cereal and snacks categories. The Asia Pacific region posted internal net sales growth of 5%.

     Reported operating profit was $545 million in the first quarter of 2008, an increase of 9% from the first quarter of last year. Internal operating profit growth was 6% in the first quarter. The Company achieved these results despite a significant increase in cost inflation, higher up-front costs and a mid single-digit increase in reported advertising investment. Total up-front costs incurred for cost-reduction initiatives were approximately 4 cents per share versus last year’s 1 cent per share. Kellogg continues to expect that up-front costs related to cost-reduction initiatives for the full year will be approximately $0.14 of earnings per share.

     Cash flow, defined as cash from operating activities less capital expenditures, was $181 million in the first quarter versus last year’s $289 million. For the full year, Kellogg still anticipates cash flow of between $1,000 million and $1,075 million.

Kellogg Expresses Confidence and Affirms Guidance for the Full Year

     Kellogg expects full-year earnings to be in a range of $2.92-$2.97 per share. The Company also expects that internal sales and operating profit will increase at a mid single-digit rate for the full year. Expectations for 2008 now include incremental commodity, energy, fuel and benefits expense of approximately 80 cents per share versus the previous expectation of more than 65 cents per share.

     Mr. Mackay concluded, “Although we now expect commodity inflation to be even higher than previously anticipated, we remain committed to achieving another strong year in 2008. Our business momentum, recent price increases and focus on productivity give us confidence we will meet our goals.”

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About Kellogg Company

With 2007 sales of nearly $12 billion, 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. The Company’s brands include Kellogg’s^®, Keebler^®, Pop-Tarts^®, Eggo^®, Cheez-It^®, Nutri-Grain^®, Rice Krispies^®, Morningstar Farms^®, Famous Amos^®, Special K^®, Stretch Island^®, All-Bran^®, Frosted Mini-Wheats^®, Club^® and Kashi^®. Kellogg products are manufactured in 18 countries and marketed in more than 180 countries around the world. For more information, visit Kellogg’s web site at http://www.kelloggcompany.com.

Forward-Looking Statements Disclosure

     This news release contains forward-looking statements related to business performance, earnings, costs, cash flow, brand building, and cost-reduction initiatives. Actual performance may differ materially from these statements due to factors related to competitive conditions and their impact; the effectiveness of advertising, pricing and promotional spending; the success of productivity improvements and business transitions; the success of innovation and new product introductions; the recoverability of the carrying value of goodwill and other intangibles; the availability of and interest rates on short-term financing; commodity and energy prices and labor costs; actual market performance of benefit plan trust investments; the levels of spending on systems initiatives, properties, business opportunities, integration of acquired businesses; changes in consumer behavior and preferences; U.S. and foreign economic factors such as interest rates, statutory tax rates, and foreign currency conversions or unavailability; legal and regulatory factors; business disruption or other losses from terrorist acts or political unrest; and other factors. Forward-looking statements speak only as of the date they were made, and the Company undertakes no obligation to publicly update them.

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Kellogg Company and Subsidiaries
CONSOLIDATED STATEMENT OF EARNINGS
(millions, except per share data)

	Quarter ended
	March 29,			March 31,
(Results are unaudited)	2008			2007
Net sales	$	3,258		$	2,963
Cost of goods sold		1,894			1,699
Selling, general and administrative expense		819			765
Operating profit		545			499
Interest expense		82			78
Other income (expense), net		(11	)		2
Earnings before income taxes		452			423
Income taxes		137			102
Net earnings	$	315		$	321
Net earnings per share:
Basic	$	.82		$	.81
Diluted	$	.81		$	.80
Dividends per share	$	.3100		$	.2910
Average shares outstanding:
Basic		386			398
Diluted		389			401
Actual shares outstanding at period end		379			397

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Kellogg Company and Subsidiaries
SELECTED OPERATING SEGMENT DATA

	Quarter ended
(millions)	March 29,			March 31,
(Results are unaudited)	2008			2007
Net sales
North America	$	2,148		$	2,002
Europe		677			574
Latin America		253			229
Asia Pacific (a)		180			158
Consolidated	$	3,258		$	2,963
Operating profit
North America	$	403		$	361
Europe		112			108
Latin America		45			47
Asia Pacific (a)		31			27
Corporate		(46	)		(44	)
Consolidated	$	545		$	499

(a) Includes Australia, Asia and South Africa.

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Kellogg Company and Subsidiaries
CONSOLIDATED STATEMENT OF CASH FLOWS
(millions)

	Year-to-date period ended
	March 29,			March 31,
(unaudited)	2008			2007
Operating activities
Net earnings	$	315		$	321
Adjustments to reconcile net earnings to operating cash flows:
Depreciation and amortization		94			87
Deferred income taxes		(11	)		(33	)
Other (a)		70			28
Postretirement benefit plan contributions		(41	)		(30	)
Changes in operating assets and liabilities		(179	)		(18	)
Net cash provided by operating activities		248			355
Investing activities
Additions to properties		(67	)		(66	)
Acquisitions of business, net of cash acquired		(105	)		—
Net cash used in investing activities		(172	)		(66	)
Financing activities
Net issuances (reductions) of notes payable		(117	)		418
Issuances of long-term debt		746			—
Reductions of long-term debt		(1	)		(728	)
Issuances of common stock		40			62
Common stock repurchases		(642	)		(114	)
Cash dividends		(119	)		(116	)
Other		8			4
Net cash used in financing activities		(85	)		(474	)
Effect of exchange rate changes on cash		17			10
Increase (decrease) in cash and cash equivalents		8			(175	)
Cash and cash equivalents at beginning of period		524			411
Cash and cash equivalents at end of period	$	532		$	236
Supplemental Financial Data:
Cash Flow (operating cash flow less property additions) (b)	$	181		$	289

(a)	Consists principally of non-cash expense accruals for employee compensation and benefit obligations.
(b)	We use this non-GAAP measure of cash flow to focus management and investors on the amount of cash available for debt reduction, dividend distributions, acquisition opportunities, and share repurchase.

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Kellogg Company and Subsidiaries
CONSOLIDATED BALANCE SHEET
(millions, except per share data)

	March 29,			December 29,
	2008			2007
	(unaudited)			*
Current assets
Cash and cash equivalents	$	532		$	524
Accounts receivable, net		1,360			1,026
Inventories:
Raw materials and supplies		249			234
Finished goods and materials in process		644			690
Deferred income taxes		111			103
Other prepaid assets		174			140
Total current assets		3,070			2,717
Property, net of accumulated depreciation of $4,446 and $4,313		3,052			2,990
Goodwill		3,598			3,515
Other intangibles, net of accumulated amortization of $42 and $41		1,449			1,450
Pension		525			481
Other assets		238			244
Total assets	$	11,932		$	11,397
Current liabilities
Current maturities of long-term debt	$	466		$	466
Notes payable		1,374			1,489
Accounts payable		1,148			1,081
Accrued advertising and promotion		436			378
Accrued income taxes		82			—
Accrued salaries and wages		186			316
Other current liabilities		399			314
Total current liabilities		4,091			4,044
Long-term debt		4,018			3,270
Deferred income taxes		666			647
Other liabilities		923			910
Shareholders’ equity
Common stock, $.25 par value		105			105
Capital in excess of par value		388			388
Retained earnings		4,399			4,217
Treasury stock, at cost		(1,933	)		(1,357	)
Accumulated other comprehensive income (loss)		(725	)		(827	)
Total shareholders’ equity		2,234			2,526
Total liabilities and shareholders’ equity	$	11,932		$	11,397

* From audited financial statements.

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