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): February 5, 2009

Kellogg Company

(Exact name of registrant as specified in its charter)

Delaware	1-4171	38-0710690
(State or other jurisdiction of incorporation)	(Commission File Number)	(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 February 5, 2009, Kellogg Company issued a press release announcing financial results for the period ended January 3, 2009, 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: February 5, 2009	/s/ John A. Bryant
	Name:	John A. Bryant
	Title:	Executive Vice President, Chief Operating Officer and Chief Financial Officer

EXHIBIT INDEX

99.1 Financial results for the period ended January 3, 2009

EX-99.1

Exhibit 99.1

	Kellogg Company News
	For release:	February 5, 2009
	Analyst Contact:	Joel Wittenberg	(269) 961-9089
	Media Contact:	Kris Charles	(269) 961-3799

Kellogg Announces Strong 2008 Performance

     BATTLE CREEK, Mich. – Kellogg Company (NYSE: K) today reported strong 2008 sales and earnings growth. Fourth quarter earnings per diluted share grew 7% to $0.47, bringing the 2008 full-year earnings per share to $2.99. The fourth quarter results include a 6 cent per share adverse effect due to the estimated impact of the recent peanut-related recall.

     Reported net earnings for the full year were $1,148 million, a 4% increase over last year’s $1,103 million. Full-year earnings per diluted share rose 8% to $2.99 versus the most recent estimate of $2.95 to $3.00. Reported earnings in the fourth quarter of 2008 were $179 million, or $0.47 per diluted share, compared to $176 million, or $0.44 per diluted share in the fourth quarter of 2007.

     “Kellogg delivered another year of sustainable and dependable results, despite significant cost pressures and the stress the economy is placing on consumers,” said David Mackay, Kellogg’s chief executive officer. “We also continued to focus on cost savings initiatives and added to our platform for future growth with acquisitions in Russia, China, the U.S. and Australia.”

     Reported 2008 net sales increased 9% to $12.8 billion. Internal net sales growth, which excludes the effects of foreign currency translation, acquisitions and a 53^rd week, was 5%. Fourth quarter internal sales growth was 3%.

     Kellogg North America posted broad-based 2008 reported net sales growth of 9%; internal net sales growth was 6%. Sales strength was driven by solid innovation and price realization. Internal sales growth in the fourth quarter was 3%. North America Retail Cereal posted internal net sales growth of 3% for the full year and the Retail Snacks business posted internal net sales growth of 6%. North America Frozen and Specialty Channels businesses delivered full-year internal net sales growth of 9%.

     Kellogg International also reported broad-based, 2008 full-year net sales growth of 9%, or 5% on an internal basis, which excludes the favorable effects of currency translation, acquisitions

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and a 53^rd week. Internal sales growth in the fourth quarter was 4%. Full-year internal net sales in Europe and Latin America each increased 4%, while Asia Pacific internal sales rose 8%.

     Operating profit in 2008 was $1,953 million, an increase of 5% on a reported basis and 4% on an internal basis. As anticipated, total up-front costs for cost-reduction initiatives were approximately $0.14 per share.

     Cash flow, defined as cash from operating activities less capital expenditures, was $806 million for the year including a discretionary $300 million year-end retirement plan contribution ($400 million before tax). The Company also announced a $650 million share repurchase authorization for 2009. The previous $500 million authorization has been canceled.

Kellogg Updates 2009 Guidance

     Kellogg is well positioned to drive sustainable and dependable performance. The Company provided updated 2009 guidance of 3-4% internal sales growth versus the prior estimate of mid single-digit growth. In addition, internal operating profit is projected to grow at a mid single-digit rate. Currently, the Company expects a six cent adverse earnings per share impact in 2009 from the peanut-related recall, which is included in the full-year guidance. The Company remains confident that it can achieve high single-digit EPS growth on a currency neutral basis, which excludes the effects of foreign currency translation.

     CEO Mackay concluded, “We remain confident in our ability to deliver another year of sustainable and dependable performance. For 2009, we will focus on driving solid top-line growth as well as further cost-savings initiatives.”

About Kellogg Company

     With 2008 sales of nearly $13 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 19 countries and marketed in more than 180

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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; the ultimate impact of product recalls; 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						Year ended
	January 3,			December 29,			January 3,			December 29,
(Results are unaudited)	2009			2007			2009			2007
Net sales	$	2,933		$	2,794		$	12,822		$	11,776
Cost of goods sold		1,777			1,598			7,455			6,597
Selling, general and administrative expense		811			837			3,414			3,311
Operating profit		345			359			1,953			1,868
Interest expense		78			86			308			319
Other income (expense), net		(6	)		(7	)		(12	)		(2	)
Earnings before income taxes		261			266			1,633			1,547
Income taxes		82			90			485			444
Net earnings	$	179		$	176		$	1,148		$	1,103
Net earnings per share:
Basic	$	.47		$	.45		$	3.01		$	2.79
Diluted	$	.47		$	.44		$	2.99		$	2.76
Dividends per share	$	.340		$	.310		$	1.300		$	1.202
Average shares outstanding:
Basic		382			392			382			396
Diluted		384			396			385			400
Actual shares outstanding at period end								382			390

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Kellogg Company and Subsidiaries
SELECTED OPERATING SEGMENT DATA

	Quarter ended						Year ended
(millions)	January 3,			December 29,			January 3,			December 29,
(Results are unaudited)	2009			2007			2009			2007
Net sales
North America	$	2,026		$	1,844		$	8,457		$	7,786
Europe		530			556			2,619			2,357
Latin America		217			232			1,030			984
Asia Pacific (a)		160			162			716			649
Consolidated	$	2,933		$	2,794		$	12,822		$	11,776
Segment operating profit
North America	$	284		$	286		$	1,447		$	1,345
Europe		43			52			390			397
Latin America		43			45			209			213
Asia Pacific (a)		13			23			92			88
Corporate		(38	)		(47	)		(185	)		(175	)
Consolidated	$	345		$	359		$	1,953		$	1,868

(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
	January 3,			December 29,
(unaudited)	2009			2007
Operating activities
Net earnings	$	1,148		$	1,103
Adjustments to reconcile net earnings to operating cash flows:
Depreciation and amortization		375			372
Deferred income taxes		159			(69	)
Other (a)		117			183
Postretirement benefit plan contributions		(451	)		(96	)
Changes in operating assets and liabilities		(81	)		10
Net cash provided by operating activities		1,267			1,503
Investing activities
Additions to properties		(461	)		(472	)
Acquisitions of businesses, net of cash acquired		(213	)		(128	)
Property disposals		13			3
Investments in joint ventures and other		(20	)		(4	)
Net cash used in investing activities		(681	)		(601	)
Financing activities
Net issuances (reductions) of notes payable		(103	)		220
Issuances of long-term debt		756			750
Reductions of long-term debt		(468	)		(802	)
Issuances of common stock		175			163
Common stock repurchases		(650	)		(650	)
Cash dividends		(495	)		(475	)
Other		5			6
Net cash used in financing activities		(780	)		(788	)
Effect of exchange rate changes on cash		(75	)		(1	)
Increase (decrease) in cash and cash equivalents		(269	)		113
Cash and cash equivalents at beginning of period		524			411
Cash and cash equivalents at end of period	$	255		$	524
Supplemental Financial Data:
Cash Flow (operating cash flow less property additions) (b)	$	806		$	1,031

(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)

	January 3,			December 29,
	2009			2007
	(unaudited)			*
Current assets
Cash and cash equivalents	$	255		$	524
Accounts receivable, net		1,143			1,011
Inventories:
Raw materials and supplies		203			234
Finished goods and materials in process		694			690
Deferred income taxes		112			103
Other prepaid assets		114			140
Total current assets		2,521			2,702
Property, net of accumulated depreciation of $4,171 and $4,313		2,933			2,990
Goodwill		3,637			3,515
Other intangibles, net of accumulated amortization of $42 and $41		1,461			1,450
Pension		96			481
Other assets		298			259
Total assets	$	10,946		$	11,397
Current liabilities
Current maturities of long-term debt	$	1		$	466
Notes payable		1,387			1,489
Accounts payable		1,135			1,081
Accrued advertising and promotion		357			378
Accrued income taxes		51			—
Accrued salaries and wages		280			316
Other current liabilities		341			314
Total current liabilities		3,552			4,044
Long-term debt		4,068			3,270
Deferred income taxes		300			647
Pension liability		631			190
Other liabilities		947			720
Shareholders’ equity
Common stock, $.25 par value		105			105
Capital in excess of par value		438			388
Retained earnings		4,836			4,217
Treasury stock, at cost		(1,790	)		(1,357	)
Accumulated other comprehensive income (loss) (a)		(2,141	)		(827	)
Total shareholders’ equity		1,448			2,526
Total liabilities and shareholders’ equity	$	10,946		$	11,397

*	Condensed from audited financial statements.
(a)	Current year change due primarily to currency translation adjustments of ($431) and net experience losses in postretirement and postemployment benefit plans of ($865).

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