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<ĞůůŽŐŐ ŽŵƉĂŶLJ ϮϬϭϲ ŶŶƵĂů ZĞƉŽƌƚ ^ &Žƌŵ ϭϬͲ< ĂŶĚ ^ƵƉƉůĞŵĞŶƚĂů /ŶĨŽƌŵĂƚŝŽŶ &ŝƐĐĂů zĞĂƌ ŶĚ͗ ĞĐĞŵďĞƌ ϯϭ͕ ϮϬϭϲ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2016 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 (Exact name of registrant as specified in its charter) Delaware 38-0710690 (State or other jurisdiction of Incorporation or organization) (I.R.S. Employer Identification No.) One Kellogg Square Battle Creek, Michigan 49016-3599 (Address of Principal Executive Offices) Registrant’s telephone number: (269) 961-2000 Securities registered pursuant to Section 12(b) of the Securities Act: Title of each class: Common Stock, $.25 par value per share 1.750% Senior Notes due 2021 1.000% Senior Notes due 2024 1.250% Senior Notes due 2025 Name of each exchange on which registered: New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange Securities registered pursuant to Section 12(g) of the Securities Act: None Indicate by a check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. Yes Yes No No Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections. 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 and posted on its website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one) Large accelerated filer Accelerated filer Non-accelerated filer Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Smaller reporting company Yes No The aggregate market value of the common stock held by non-affiliates of the registrant (assuming for purposes of this computation only that the W. K. Kellogg Foundation Trust, directors and executive officers may be affiliates) as of the close of business on July 2, 2016 was approximately $22.7 billion based on the closing price of $81.60 for one share of common stock, as reported for the New York Stock Exchange on that date. As of January 28, 2017, 351,139,083 shares of the common stock of the registrant were issued and outstanding. Parts of the registrant’s Proxy Statement for the Annual Meeting of Shareowners to be held on April 28, 2017 are incorporated by reference into Part III of this Report. PART I ITEM 1. BUSINESS The Company. Kellogg Company, founded in 1906 and incorporated in Delaware in 1922, and its subsidiaries are engaged in the manufacture and marketing of ready-to-eat cereal and convenience foods. The address of the principal business office of Kellogg Company is One Kellogg Square, P.O. Box 3599, Battle Creek, Michigan 49016-3599. Unless otherwise specified or indicated by the context, “Kellogg,” “we,” “us” and “our” refer to Kellogg Company, its divisions and subsidiaries. Financial Information About Segments. Information on segments is located in Note 18 within Notes to the Consolidated Financial Statements. Principal Products. Our principal products are ready-to-eat cereals and convenience foods, such as cookies, crackers, savory snacks, toaster pastries, cereal bars, fruit-flavored snacks, frozen waffles and veggie foods. These products were, as of February 21, 2017, manufactured by us in 21 countries and marketed in more than 180 countries. Our cereal products are generally marketed under the Kellogg’s name and are sold to the grocery trade through direct sales forces for resale to consumers. We use broker and distributor arrangements for certain products. We also generally use these, or similar arrangements, in less-developed market areas or in those market areas outside of our focus. We also market cookies, crackers, crisps, and other convenience foods, under brands such as Kellogg’s, Keebler, Cheez-It, Pringles, Murray, Austin and Famous Amos, to supermarkets in the United States through a variety of distribution methods. Additional information pertaining to the relative sales of our products for the years 2014 through 2016 is located in Note 18 within Notes to the Consolidated Financial Statements, which are included herein under Part II, Item 8. Raw Materials. Agricultural commodities, including corn, wheat, potato flakes, vegetable oils, sugar and cocoa, are the principal raw materials used in our products. Cartonboard, corrugated, and plastic are the principal packaging materials used by us. We continually monitor world supplies and prices of such commodities (which include such packaging materials), as well as government trade policies. The cost of such commodities may fluctuate widely due to government policy and regulation, weather conditions, climate change or other unforeseen circumstances. Continuous efforts are made to maintain and improve the quality and supply of such commodities for purposes of our short-term and long-term requirements. The principal ingredients in the products produced by us in the United States include corn grits, wheat and wheat derivatives, potato flakes, oats, rice, cocoa and chocolate, soybeans and soybean derivatives, various fruits, sweeteners, vegetable oils, dairy products, eggs, and other ingredients, which are obtained from various sources. While most of these ingredients are purchased from sources in the United States, some materials are imported due to regional availability and specification requirements. We enter into long-term contracts for the materials described in this section and purchase these items on the open market, depending on our view of possible price fluctuations, supply levels, and our relative negotiating power. While the cost of some of these materials has, and may continue to, increase over time, we believe that we will be able to purchase an adequate supply of these items as needed. As further discussed herein under Part II, Item 7A, we also use commodity futures and options to hedge some of our costs. Raw materials and packaging needed for internationally based operations are available in adequate supply and are sourced both locally and imported from countries other than those where used in manufacturing. Natural gas and propane are the primary sources of energy used to power processing ovens at major domestic and international facilities, although certain locations may use electricity, oil, propane or solar cells on a back-up or alternative basis. In addition, considerable amounts of diesel fuel are used in connection with the distribution of our products. Trademarks and Technology. Generally, our products are marketed under trademarks we own. Our principal trademarks are our housemarks, brand names, slogans, and designs related to cereals and convenience foods manufactured and marketed by us, and we also grant licenses to third parties to use these marks on various goods. These trademarks include Kellogg’s for cereals, convenience foods and our other products, and the brand names 1 of certain ready-to-eat cereals, including All-Bran, Apple Jacks, Bran Buds, Choco Zucaritas, Cocoa Krispies,
Kellogg’s Corn Flakes, Corn Pops, Cracklin’ Oat Bran, Crispix, Eggo, , Froot Loops, Kellogg’s Frosted
Flakes, Krave, Frosted Krispies, Frosted Mini-Wheats, Kellogg’s Low Fat Granola, Mueslix, Pops, Kellogg’s
Raisin Bran, Raisin Bran Crunch, Rice Krispies, Rice Krispies Treats, Smacks/Honey Smacks, Smart Start,
Special K, Special K Nourish, Special K Red Berries and Zucaritas in the United States and elsewhere;
Sucrilhos, Krunchy Granola, Kellogg’s Extra, Kellness, Musli, and Choco Krispis for cereals in Latin America;
Vector in Canada; Coco Pops, Choco Krispies, Frosties, Fruit ‘N Fibre, Kellogg’s Crunchy Nut, Krave, Honey
Loops, Kellogg’s Extra, Country Store, Ricicles, Smacks, Start, Pops, Honey Bsss, Croco Copters and
Tresor for cereals in Europe; and Froot Ring, Guardian, Sultana Bran, Frosties, Rice Bubbles, Nutri-Grain,
and Sustain for cereals in Asia and Australia. Additional trademarks are the names of certain combinations of
ready-to-eat Kellogg’s cereals, including Fun Pak and Variety.
Other brand names include Kellogg’s Corn Flake Crumbs; All-Bran, Choco Krispis, Special K, Squares,
Zucaritas and Sucrilhos for cereal bars, Pop-Tarts for toaster pastries; Eggo and Nutri-Grain for frozen waffles
and pancakes; Eggo, Special K and MorningStar Farms for breakfast sandwiches; Rice Krispies Treats for
convenience foods; Special K protein shakes; Nutri-Grain cereal bars for convenience foods in the United States
and elsewhere; K-Time, Rice Bubbles, Be Natural, Sunibrite and LCMs for convenience foods in Asia and
Australia; Choco Krispies, Tresor and Rice Krispies Squares for convenience foods in Europe; Kashi for certain
cereals, convenience foods, frozen foods, powders and pilaf; GoLean for cereals and nutrition bars; Special K and
Vector for meal bars; Bear Naked for granola cereal, bars and trail mix, Pringles for potato crisps, corn crisps and
potato sticks, and Morningstar Farms and Gardenburger for certain meat alternatives.
We also market convenience foods under trademarks and tradenames which include Keebler, Austin, Cheez-It,
Chips Deluxe, Club, E. L. Fudge, Famous Amos, Fudge Shoppe, Gripz, Krispy, Minueto, Mother’s, Murray,
Murray Sugar Free, Parati, Ready Crust, Sandies, Special K, Soft Batch, Simply Made, Stretch Island,
Sunshine, Toasteds, Town House, Trink, Vienna Creams, Vienna Fingers, Zesta, and Zoo Cartoon. One of our
subsidiaries is also the exclusive licensee of the Carr’s cracker line in the United States.
Our trademarks also include logos and depictions of certain animated characters in conjunction with our products,
including Snap! Crackle! Pop! for Cocoa Krispies and Rice Krispies cereals and Rice Krispies Treats
convenience foods; Tony the Tiger for Kellogg’s Frosted Flakes, Zucaritas, Sucrilhos and Frosties cereals and
convenience foods; Ernie Keebler for cookies, convenience foods and other products; the Hollow Tree logo for
certain convenience foods; Toucan Sam for Froot Loops cereal; Dig ‘Em for Smacks/Honey Smacks cereal;
Sunny for Kellogg’s Raisin Bran and Raisin Bran Crunch cereals, Coco the Monkey for Coco Pops cereal;
Cornelius (aka Cornelio) for Kellogg’s Corn Flakes; Melvin the Elephant for certain cereal and convenience
foods; Chocovore and Sammy the Seal (aka Smaxey the Seal) for certain cereal products and Mr. P or Julius
Pringles for Pringles potato crisps, corn crisps and potato sticks.
The slogans The Original & Best, They’re Gr-r-reat!, Show Your Stripes and Follow Your Nose, are used in
connection with our ready-to-eat cereals, along with L’ Eggo my Eggo, used in connection with our frozen waffles,
pancakes, French toast sticks and breakfast sandwiches, Uncommonly Good and It Takes Heart To Make a
Good Cookie used in connection with convenience food products, Just What the World Ordered used in
connection with meat alternatives and You Don’t Just Eat ’em used in connection with potato crisps are also
important Kellogg trademarks.
The trademarks listed above, among others, when taken as a whole, are important to our business. Certain
individual trademarks are also important to our business. Depending on the jurisdiction, trademarks are generally
valid as long as they are in use and/or their registrations are properly maintained and they have not been found to
have become generic. Registrations of trademarks can also generally be renewed indefinitely as long as the
trademarks are in use.
We consider that, taken as a whole, the rights under our various patents, which expire from time to time, are a
valuable asset, but we do not believe that our businesses are materially dependent on any single patent or group of
related patents. Our activities under licenses or other franchises or concessions which we hold are similarly a
valuable asset, but are not believed to be material.
Seasonality. Demand for our products has generally been approximately level throughout the year, although some
of our convenience foods have a bias for stronger demand in the second half of the year due to events and
holidays. We also custom-bake cookies for the Girl Scouts of the U.S.A., which are principally sold in the first
quarter of the year.
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Working Capital. A description of our working capital is included in the Liquidity section of MD&A within Item 7 of
this report.
Customers. Our largest customer, Wal-Mart Stores, Inc. and its affiliates, accounted for approximately 20% of
consolidated net sales during 2016, comprised principally of sales within the United States. At December 31, 2016,
approximately 12% of our consolidated receivables balance and 18% of our U.S. receivables balance was
comprised of amounts owed by Wal-Mart Stores, Inc. and its affiliates. No other customer accounted for greater
than 10% of net sales in 2016. During 2016, our top five customers, collectively, including Wal-Mart, accounted for
approximately 34% of our consolidated net sales and approximately 47% of U.S. net sales. There has been
significant worldwide consolidation in the grocery industry and we believe that this trend is likely to continue.
Although the loss of any large customer for an extended length of time could negatively impact our sales and
profits, we do not anticipate that this will occur to a significant extent due to the consumer demand for our products
and our relationships with our customers. Our products have been generally sold through our own sales forces and
through broker and distributor arrangements, and have been generally resold to consumers in retail stores,
restaurants, and other food service establishments.
Backlog. For the most part, orders are filled within a few days of receipt and are subject to cancellation at any time
prior to shipment. The backlog of any unfilled orders at December 31, 2016 and January 2, 2016 was not material
to us.
Competition. We have experienced, and expect to continue to experience, intense competition for sales of all of our
principal products in our major product categories, both domestically and internationally. Our products compete with
advertised and branded products of a similar nature as well as unadvertised and private label products, which are
typically distributed at lower prices, and generally with other food products. Principal methods and factors of
competition include new product introductions, product quality, taste, convenience, nutritional value, price,
advertising and promotion.
Research and Development. Research to support and expand the use of our existing products and to develop new
food products is carried on at the W. K. Kellogg Institute for Food and Nutrition Research in Battle Creek, Michigan,
and at other locations around the world. Our expenditures for research and development were approximately (in
millions): 2016-$182; 2015-$193; 2014-$199.
Regulation. Our activities in the United States are subject to regulation by various government agencies, including
the Food and Drug Administration, Federal Trade Commission and the Departments of Agriculture, Commerce and
Labor, as well as voluntary regulation by other bodies. Various state and local agencies also regulate our activities.
Other agencies and bodies outside of the United States, including those of the European Union and various
countries, states and municipalities, also regulate our activities.
Environmental Matters. Our facilities are subject to various U.S. and foreign, federal, state, and local laws and
regulations regarding the release of material into the environment and the protection of the environment in other
ways. We are not a party to any material proceedings arising under these regulations. We believe that compliance
with existing environmental laws and regulations will not materially affect our consolidated financial condition or our
competitive position.
Employees. At December 31, 2016, we had approximately 37,369 employees.
Financial Information About Geographic Areas. Information on geographic areas is located in Note 18 within Notes
to the Consolidated Financial Statements, which are included herein under Part II, Item 8.
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Executive Officers. The names, ages, and positions of our executive officers (as of February 21, 2017) are listed
below, together with their business experience. Executive officers are elected annually by the Board of Directors.
Amit Banati
48
Senior Vice President, Kellogg Company
President, Asia Pacific
Mr. Banati assumed his current position in March 2012. Prior to joining Kellogg Company, he served in a variety of
board and leadership roles at Kraft Foods, Cadbury Schweppes and Procter & Gamble. Mr. Banati has worked
extensively across the Asia Pacific region, particularly in Australia, India, China, Japan, Korea, Southeast Asia and
Singapore. At Kraft Foods, he was President, North Asia and Asia Pacific strategy, leading the company’s
operations in Japan, Korea, Taiwan, Hong Kong and Singapore. Prior to that, Mr. Banati served as President,
Pacific, for Cadbury Schweppes, leading its Australia, New Zealand, Japan and Singapore operations. He was also
Chairman of Cadbury Schweppes Australia Limited.
John A. Bryant
51
Chairman and Chief Executive Officer
Mr. Bryant has been Chairman of the Board of Kellogg Company since July 2014 and has served as a Kellogg
director since July 2010. In January 2011, he was appointed President and Chief Executive Officer after having
served as our Executive Vice President and Chief Operating Officer since August 2008. Mr. Bryant joined Kellogg in
March 1998, and was promoted during the next eight years to a number of key financial and executive leadership
roles. He was appointed Executive Vice President and Chief Financial Officer, Kellogg Company, President, Kellogg
International in December 2006. In July 2007, Mr. Bryant was appointed Executive Vice President and Chief
Financial Officer, Kellogg Company, President, Kellogg North America and in August 2008, he was appointed
Executive Vice President, Chief Operating Officer and Chief Financial Officer. Mr. Bryant served as Chief Financial
Officer through December 2009.
Ronald L. Dissinger
58
Senior Vice President and Chief Financial Officer
Mr. Dissinger was …
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