Kellogg Company 10-K 2005
Documents found in this filing:
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT of 1934
For the Fiscal Year Ended January 1, 2005
Commission File Number 1-4171
(Exact Name of Registrant as Specified in its Charter)
One Kellogg Square
Battle Creek, Michigan 49016-3599
(Address of Principal Executive Offices)
Registrants Telephone Number: (269) 961-2000
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act: None
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 [X] 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 registrants 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 an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [X] No [ ]
The aggregate market value of the common stock held by non-affiliates of the registrant (assuming only for purposes of this computation that the W.K. Kellogg Foundation Trust, directors and executive officers may be affiliates) was approximately $12 billion, as determined by the June 25, 2004 closing price of $41.17 for one share of common stock, as reported for the New York Stock Exchange Composite Transactions.
As of March 1, 2005, 414,371,908 shares of the common stock of the registrant were issued and outstanding.
Portions of the registrants Annual Report to Share Owners for the fiscal year ended January 1, 2005 are incorporated by reference into Part I, II, and Part IV of this Report.
Portions of the registrants definitive Proxy Statement to be filed with the Securities and Exchange Commission for the Annual Meeting of Share Owners to be held April 29, 2005 are incorporated by reference into Part III of this Report.
The Exhibit Index starts on page 18.
The Company. Kellogg Company, 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 Creek 49016-3599. Unless otherwise specified or indicated by the context, the term Company as used in this report means Kellogg Company, its divisions and subsidiaries.
In March, 2001, the Company acquired Keebler Foods Company in a cash transaction valued at $4.56 billion.
Financial Information About Segments. The information called for by this Item is incorporated herein by reference from Note 14 to the Consolidated Financial Statements on pages 50 and 51 of the Companys Annual Report.
Principal Products. The principal products of the Company are ready-to-eat cereals and convenience foods, such as cookies, crackers, toaster pastries, cereal bars, frozen waffles and meat alternatives. These products were, as of January 1, 2005, manufactured by the Company in 17 countries and marketed in more than 180 countries. The Companys cereal products are generally marketed under the Kelloggs name and are sold principally to the grocery trade through direct sales forces for resale to consumers. The Company uses broker and distribution arrangements for certain products. It also generally uses these, or similar arrangements, in less-developed market areas or in those market areas outside of its focus.
The Company also markets cookies, crackers, and other convenience foods, under brands such as Kelloggs, Keebler, Cheez-It, Murray, Austin and Famous Amos, to supermarkets in the United States through a direct store-door (DSD) delivery system, although other distribution methods are also used.
Additional information pertaining to the relative sales of the Companys products for the years 2002 through 2004 is found in Note 14 to the Consolidated Financial Statements on pages 50 and 51 of the Companys Annual Report.
Raw Materials. Agricultural commodities are the principal raw materials used in the Companys products. Cartonboard, corrugated, and plastic are the principal packaging materials used by the Company. World supplies and prices of such commodities (which include such packaging materials) are constantly monitored, as are government trade policies. The cost of such commodities may fluctuate widely due to government policy and regulation, weather conditions, or other unforeseen circumstances. Continuous efforts are made to maintain and improve the quality and supply of such commodities for purposes of the Companys short-term and long-term requirements.
The principal ingredients in the products produced by the Company in the United States include corn grits, wheat and wheat derivatives, oats, rice, cocoa and chocolate, soybeans and soybean derivatives, various fruits, sweeteners, flour, shortening, dairy products, eggs, and other filling ingredients, which ingredients are obtained from various sources. Most of these commodities are purchased principally from sources in the United States.
The Company enters into long-term contracts for the commodities described in this section and purchases these items on the open market, depending on the Companys view of possible price fluctuations, supply levels, and the Companys relative negotiating power. While the cost of some of these commodities has, and may continue to, increase over time, the Company believes that it will be able to purchase an adequate supply of these items as needed. The Company also uses commodity futures and options to hedge some of its costs.
Raw materials and packaging needed for internationally based operations are available in adequate supply and are sometimes imported from countries other than those where used in manufacture.
Cereal processing ovens at major domestic and international facilities are regularly fueled by natural gas or propane, which are obtained from local utilities or other local suppliers. Short-term standby propane storage exists at several plants for use in the event of interruption in natural gas supplies. Oil may also be used to fuel certain operations at various plants in the event of natural gas shortages or when its use presents economic advantages. In addition, considerable amounts of diesel fuel are used in connection with the distribution of the Companys products.
Trademarks and Technology. Generally, the Companys products are marketed under trademarks it owns. The Companys principal trademarks are its housemarks, brand names, slogans, and designs related to cereals and convenience foods manufactured and marketed by the Company, with the Company also licensing third parties to use these marks on various goods. These trademarks include Kelloggs for cereals and convenience foods and other products of the Company, and the brand names of certain ready-to-eat cereals, including All-Bran, Apple Jacks, Bran Buds, Complete Bran Flakes, Complete Wheat Flakes, Cocoa Rice Krispies, Cinnamon Crunch Crispix, Common Sense, Corn Pops, Cruncheroos, Kelloggs Corn Flakes, Cracklin Oat Bran, Crispix, Froot Loops, Kelloggs Frosted Flakes, Frosted Mini-Wheats, Frosted Krispies, Just Right, Kelloggs Low Fat Granola, Nut & Honey Crunch, Mueslix, Nutri-Grain, Product 19, Kelloggs Raisin Bran, Rice Krispies, Raisin Bran Crunch, Smacks, Smart Start, Special K, Special K Red Berries, and Kelloggs Honey Crunch Corn Flakes in the United States and elsewhere; Zucaritas, Choco Zucaritas, Sucrilhos, Sucrilhos Chocolate, Sucrilhos Banana, Vector, Musli, and Choco Krispis for cereals in Latin America; Vive and Vector in Canada; Choco Pops, Chocos, Frosties, Muslix, Fruit n Fibre, Kelloggs Crunchy Nut Corn Flakes, Kelloggs Crunchy Nut Red Corn Flakes, Honey Loops, Kelloggs Extra, Sustain, Mueslix, Country Store, Ricicles, Smacks, Start, Smacks Choco Tresor, Pops, and Optima for cereals in Europe; and Cerola, Sultana Bran, Supercharged, Chex, Frosties, Goldies, Rice Bubbles, Kelloggs Iron Man Food, and BeBig for cereals in Asia and Australia. Additional Company trademarks are the names of certain combinations of Kelloggs ready-to-eat cereals, including Handi-Pak, Snack-Pak, Snack-A-Longs, Fun Pak, Jumbo, and Variety Pak. Other Company brand names include Kelloggs Corn Flake Crumbs; Croutettes for herb season stuffing mix; Kuadri-Krispies, Zucaritas, Special K, and Crusli for cereal bars, Keloketas for cookies, Komplete for biscuits; and Kaos for snacks in Mexico and elsewhere in Latin America; Pop-Tarts Pastry Swirls for toaster danish; Pop-Tarts and Pop-Tarts Snak-Stix for toaster pastries; Eggo, Special K, Waf-fulls, and Nutri-Grain for frozen waffles and pancakes; Rice Krispies Treats for baked snacks and convenience foods; Rice Krispies Treats Krunch for popcorn; Nutri-Grain, Nutri-Grain Muffin Bars, Nutri-Grain Minis and Nutri-Grain Twists for convenience foods in the United States and elsewhere; K-Time, Rice Bubbles, Day Dawn, Be Natural, Sunibrite and LCMs for convenience foods in Asia and Australia; Nutri-Grain Squares, Nutri-Grain Elevenses, and Rice Krispies Squares for convenience foods in Europe; Winders for fruit snacks in the United Kingdom; Kelloggs Krave for refueling snack bars; Kashi for certain cereals, nutrition bars, and mixes; Vector for meal replacement products; and Morningstar Farms, Loma Linda, Natural Touch, and Worthington for certain meat and egg alternatives.
The Company also markets convenience foods under trademarks and tradenames which include Keebler, Cheez-It, E. L. Fudge, Murray, Famous Amos, Austin, Ready Crust, Chips Deluxe, Club, Fudge Shoppe, Hi-Ho, Sunshine, MunchEms, Sandies, Soft Batch, Toasteds, Town House, Vienna Fingers, Wheatables, and Zesta. One of its subsidiaries is also the exclusive licensee of the Carrs brand name in the United States.
Company trademarks also include logos and depictions of certain animated characters in conjunction with the Companys products, including Snap!Crackle!Pop! for Rice Krispies cereals and Rice Krispies Treats convenience foods; Tony the Tiger for Kelloggs 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; Dig Em for Smacks; Coco Monkey for Cocoa Krispies; Cornelius for Kelloggs Corn Flakes; Melvin the elephant for certain cereal and convenience foods; Chocos the Bear and Kobi the Bear for certain cereal products and Eet & Ern for an internet-based consumer promotional program.
The slogans The Best To You Each Morning, The Original and Best, Theyre Gr-r-reat!, and Eat it For Breakfast, Eat it For Life, used in connection with the Companys ready-to-eat cereals, along with L Eggo my
Eggo, used in connection with the Companys frozen waffles and pancakes, and Elfin Magic used in connection with convenience food products are also important Company trademarks.
The trademarks listed above, among others, when taken as a whole, are important to the Companys business. Certain individual trademarks are also important to the Companys 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.
The Company considers that, taken as a whole, the rights under its various patents, which expire from time to time, are a valuable asset, but the Company does not believe that its businesses are materially dependent on any single patent or group of related patents. The Companys activities under licenses or other franchises or concessions which it holds are similarly a valuable asset, but are not believed to be material.
Seasonality. Demand for the Companys products has generally been approximately level throughout the year, although some of the Companys convenience foods have a bias for stronger demand in the second half of the year due to events and holidays. The Company also custom-bakes cookies for the Girl Scouts of the U.S.A., which are principally sold in the first quarter of the year.
Working Capital. Although terms vary around the world and by business types, in the United States the Company generally has required payment for goods sold eleven or sixteen days subsequent to the date of invoice as 2% 10/net 11 or 1% 15/net 16. Receipts from goods sold, supplemented as required by borrowings, provide for the Companys payment of dividends, capital expansion, and for other operating expenses and working capital needs.
Customers. The Companys largest customer, Wal-Mart Stores, Inc. and its affiliates, accounted for approximately 14% of consolidated net sales during 2004, comprised principally of sales within the United States. At January 1, 2005, approximately 11% of the Companys consolidated receivables balance and 19% of the Companys U.S. receivables balance was comprised of amounts owed by Wal-Mart Stores, Inc. and its affiliates. During 2004, the Companys top five customers, collectively, accounted for approximately 26% of the Companys consolidated net sales and approximately 32% of U.S. net sales. There has been significant worldwide consolidation in the grocery industry in recent years and the Company believes that this trend is likely to continue. Although the loss of any large customer for an extended length of time could negatively impact the Companys sales and profits, the Company does not anticipate that this will occur to a significant extent due to the consumer demand for the Companys products and the Companys relationships with its customers. Products of the Company have been generally sold through its 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 January 1, 2005, and December 27, 2003, was not material to the Company.
Competition. The Company has experienced, and expects to continue to experience, intense competition for sales of all of its principal products in its major product categories, both domestically and internationally. The Companys 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 the Companys 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. The Companys expenditures for research and development were approximately $148.9 million in 2004, $126.7 million in 2003 and $106.4 million in 2002.
Regulation. The Companys 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 the Companys activities. Other agencies and bodies outside of the United States, including those of the European Union and various countries, states and municipalities, also regulate the Companys activities.
Environmental Matters. The Companys facilities are subject to various U.S. and foreign federal, state, and local laws and regulations regarding the discharge of material into the environment and the protection of the environment in other ways. The Company is not a party to any material proceedings arising under these regulations. The Company believes that compliance with existing environmental laws and regulations will not materially affect the consolidated financial condition or the competitive position of the Company. The Company is currently in substantial compliance with all material environmental regulations affecting the Company and its properties.
Employees. At January 1, 2005, the Company had approximately 25,000 employees.
Financial Information About Geographic Areas. The information called for by this Item is incorporated herein by reference from Note 14 to the Consolidated Financial Statements on pages 50 and 51 of the Companys Annual Report.
Executive Officers. The names, ages, and positions of the executive officers of the Company (as of February 8, 2005) are listed below together with their business experience. Executive officers are generally elected annually by the Board of Directors at the meeting immediately prior to the Annual Meeting of Share Owners.
James M. Jenness
Chairman of the Board and Chief Executive Officer 58
Mr. Jenness has been Chairman and Chief Executive Officer of the Company since February 2005 and has served as a director of the Company since 2000. He was Chief Executive Officer of Integrated Merchandising Systems, LLC, a leader in outsource management of retail promotion and branded merchandising from 1977 to December 2004. Before joining Integrated Merchandising Systems, Mr. Jenness served as Vice Chairman and Chief Operating Officer of the Leo Burnett Company from 1996 to 1997.
A. D. David Mackay
President and Chief Operating Officer 49
Mr. Mackay joined Kellogg Australia in 1985 and held several positions with Kellogg USA and Kellogg Australia and New Zealand before leaving Kellogg in 1992. He rejoined Kellogg Australia in 1998 as managing director and was appointed managing director of Kellogg United Kingdom and Republic of Ireland later in 1998. He was named Senior Vice President and President, Kellogg USA in July 2000, Executive Vice President in November 2000, and President and Chief Operating Officer in September 2003.
John A. Bryant
Executive Vice President and President, Kellogg International 39
Mr. Bryant joined Kellogg Company in March 1998, working in support of the global strategic planning process. He served as Vice President Kellogg North America Strategy Development/ Business Understanding and, in October 1998, was named Vice President Financial Planning, Cereal. In 2000, Mr. Bryant also served as Vice President, Trade Marketing and as a member of the sales leadership team for Kellogg USA. He was appointed Senior Vice President and Chief Financial Officer, Kellogg USA, in August 2000, was appointed Chief Financial Officer in February 2002 and was appointed Executive Vice President later in 2002. He also assumed responsibility for the Natural and Frozen Foods Division, Kellogg USA, in September 2003. He was appointed to his current position in June 2004.
Alan F. Harris
Executive Vice President and Chief Marketing and Customer Officer 50
Mr. Harris joined Kellogg Company of Great Britain Limited in 1984. In 1994, he was promoted to Executive Vice President Marketing and Sales, Kellogg USA. Mr. Harris was promoted to Executive Vice
President and President, Kellogg Latin America in 1997. He was appointed Executive Vice President and President, Kellogg Europe in 1999, was named Executive Vice President and President, Kellogg International, in October 2000 and was named to his current position in October 2003.
Jeffrey W. Montie
Executive Vice President and President, Kellogg North America 43
Mr. Montie joined Kellogg Company in 1987 as a brand manager in the U.S. ready-to-eat cereal (RTEC) business and held assignments in Canada, South Africa and Germany, and then served as Vice President, Global Innovation for Kellogg Europe before being promoted to Vice President and General Manager, RTEC, Kellogg USA in December 1999 and then Senior Vice President, RTEC, Kellogg USA in February 2000. In December 2000, Mr. Montie was promoted to President, Morning Foods Division of Kellogg USA and, in August 2002, to Senior Vice President, Kellogg Company. Mr. Montie has been Executive Vice President of Kellogg Company, President of the Morning Foods Division of Kellogg North America since September 2003 and President of Kellogg North America since July 2004.
Donna J. Banks
Senior Vice President Worldwide Product Innovation and Operations 48
Dr. Banks joined the Company in 1983. She was appointed to Senior Vice President, Research and Development in 1997, to Senior Vice President, Global Innovation in 1999 and to Senior Vice President, Research, Quality and Technology in 2000. She was appointed to her current position in June 2004.
Jeffrey M. Boromisa
Senior Vice President and Chief Financial Officer 49
Mr. Boromisa joined Kellogg Company in 1981 as a senior auditor. He served in various financial positions until he was named Vice President Purchasing of Kellogg North America in 1997. In November 1999, Mr. Boromisa was promoted to Vice President and Corporate Controller of Kellogg Company and in 2002, he was promoted to Senior Vice President. He assumed his current position in June 2004.
Senior Vice President, Corporate Affairs 51
Ms. Clark has been Kellogg Companys Senior Vice President of Corporate Affairs since August 2003. She joined the Company in 1977 and served in several roles of increasing responsibility before being appointed to Vice President, Worldwide Nutrition Marketing in 1996 and then to Senior Vice President, Nutrition and Marketing Communications, Kellogg USA in 1999. In October 2002, she was appointed to Vice President, Corporate and Scientific Affairs for the Company.
Senior Vice President, General Counsel, Corporate Development and Secretary 40
Mr. Pilnick was appointed Senior Vice President, General Counsel and Secretary in August 2003 and assumed responsibility for Corporate Development in June 2004. He joined the Company as Vice President Deputy General Counsel and Assistant Secretary in September 2000 and served in that position until August 2003. Before joining the Company, he served as Vice President and Chief Counsel of Sara Lee Branded Apparel and as Vice President and Chief Counsel, Corporate Development and Finance at Sara Lee Corporation.
Alan R. Andrews
Vice President and Corporate Controller 48
Mr. Andrews joined Kellogg Company in 1982. He served in various financial roles before relocating to China as general manager of Kellogg China in 1993. He subsequently served in several leadership innovation and finance roles before being promoted to Vice President, International Finance, Kellogg International in 2000. In 2002, he was appointed to Assistant Corporate Controller and assumed his current position in June 2004.
Vice President Human Resources 43
Ms. Cerioli joined Kellogg Company in 1990 and had significant positions within the Companys operations and supply chain before being promoted to director of the Companys supply chain in Australia/ New Zealand in 2003. She was appointed to her current position in May 2004.
Availability of Reports; Website Access. Our internet address is http://www.kelloggcompany.com and through Investor Relations Financial Reports SEC Filings on our home page, we make available free of charge our proxy statements, our annual report on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, SEC Forms 3, 4 and 5 and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission.
Copies of the Corporate Governance Guidelines, the Charters of the Audit, Compensation and Nominating and Governance Committees of the Board of Directors, the Code of Conduct for Kellogg Company directors and Global Code of Ethics for Kellogg Company employees (including the chief executive officer, chief financial officer and corporate controller) can also be found on the Kellogg Company website. Amendments or waivers to the Global Code of Ethics applicable to the chief executive officer, chief financial officer and corporate controller can also be found on the Kellogg Company website. The Company will provide copies of any of these documents to any Share Owner upon request.
This Report contains, or incorporates by reference, forward-looking statements with projections concerning, among other things, the Companys strategy, financial principles, and plans; initiatives, improvements and growth; sales, gross margins, advertising, promotion, merchandising, brand building, operating profit, and earnings per share; innovation opportunities; asset write-offs and expenditures and costs related to productivity initiatives; the impact of accounting changes and significant accounting estimates; the Companys ability to meet interest and debt principal repayment obligations; minimum contractual obligations; future common stock repurchases or debt reduction; effective income tax rate; cash flow and core working capital improvements; interest expense; commodity and energy prices; and employee benefit plan costs and funding. Forward-looking statements include predictions of future results or activities and may contain the words expect, believe, will, will deliver, anticipate, project, should, or words or phrases of similar meaning. For example, forward-looking statements are found in this Item 1 and in several sections of Managements Discussion and Analysis incorporated by reference. The Companys actual results or activities may differ materially from these predictions. The Companys future results could be affected by a variety of other factors, including the impact of competitive conditions; the effectiveness of pricing, advertising, and promotional programs; the success of innovation and new product introductions; the recoverability of the carrying value of goodwill and other intangibles; the success of productivity improvements and business transitions; commodity and energy prices, and labor costs; the availability of and interest rates on short-term and long-term financing; actual market performance of benefit plan trust investments; the levels of spending on systems initiatives, properties, business opportunities, integration of acquired businesses, and other general and administrative costs; changes in consumer behavior and preferences; the effect of U.S. and foreign economic conditions on items such as interest rates, statutory tax rates, currency conversion and availability; legal and regulatory factors; and, business disruption or other losses from war, terrorist acts, or political unrest. Forward-looking statements speak only as of the date they were made, and the Company undertakes no obligation to publicly update them.
The Companys corporate headquarters and principal research and development facilities are located in Battle Creek, Michigan.
The Company operated, as of January 31, 2005, manufacturing plants and warehouses totaling more than 19 million (19,000,000) square feet of building area in the United States and other countries. The Companys plants have been designed and constructed to meet its specific production requirements, and the Company periodically invests money for capital and technological improvements. At the time of its selection, each
location was considered to be favorable, based on the location of markets, sources of raw materials, availability of suitable labor, transportation facilities, location of other Company plants producing similar products, and other factors. Manufacturing facilities of the Company in the United States include four cereal plants and warehouses located in Battle Creek, Michigan; Lancaster, Pennsylvania; Memphis, Tennessee; and Omaha, Nebraska and other plants in San Jose, California; Atlanta, Augusta, Columbus, Macon, and Rome, Georgia; Chicago and Des Plaines, Illinois; Kansas City, Kansas; Florence, Louisville, and Pikeville, Kentucky; Grand Rapids, Michigan; Blue Anchor, New Jersey; Cary and Charlotte, North Carolina; Cincinnati, Fremont, and Zanesville, Ohio; Muncy, Pennsylvania; and Rossville, Tennessee.
Outside the United States, the Company had, as of January 1, 2005, additional manufacturing locations, some with warehousing facilities, in Australia, Brazil, Canada, Colombia, Ecuador, Germany, Great Britain, Guatemala, India, Japan, Mexico, South Africa, South Korea, Spain, Thailand, and Venezuela.
The principal properties of the Company, including its major office facilities, generally are owned by the Company, although some manufacturing facilities are leased, and no owned property is subject to any major lien or other encumbrance. Distribution facilities and offices of non-plant locations typically are leased. In general, the Company considers its facilities, taken as a whole, to be suitable, adequate, and of sufficient capacity for its current operations.
The Company is not a party to any pending legal proceedings which could reasonably be expected to have a material adverse effect on the Company and its subsidiaries, considered on a consolidated basis, nor are any of the Companys properties or subsidiaries subject to any such proceedings.
The information called for by subpart (a) of this Item is set forth on page 50 of the Companys Annual Report in Note 13 to the Consolidated Financial Statements of the Company, which is incorporated by reference into Item 8 of this Report.
(c) (Millions, except per share data)
Shares included in the table above were purchased as part of publicly announced plans or programs, as follows:
The information called for by this Item is incorporated herein by reference from the chart entitled Selected Financial Data on page 33 of the Companys Annual Report. Such information should be read in conjunction with the Consolidated Financial Statements of the Company and Notes thereto included in Item 8 of this Report.
The information called for by this Item is incorporated herein by reference from pages 23 through 32 of the Companys Annual Report.
The information called for by this Item is incorporated herein by reference from pages 28 and 29 of the Companys Annual Report.
The information called for by this Item is incorporated herein by reference from pages 33 through 52 of the Companys Annual Report. Supplementary quarterly financial data, also incorporated herein by reference, is set forth in Note 13 to the Consolidated Financial Statements on page 50 of the Companys Annual Report.
(a) The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Companys Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to the Companys management, including its Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure based on managements interpretation of the definition of disclosure controls and procedures, in Rules 13a-15(e) and 15d-15(e). In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable, rather than absolute, assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
(b) Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, the Company has included a report of managements assessment of the design and effectiveness of its internal control as part of this Annual Report on Form 10-K. The independent registered public accounting firm of PricewaterhouseCoopers LLP also attested to, and reported on, managements assessment of the internal control over financial reporting. Managements report and the independent registered public accounting firms attestation report are included in the Companys 2004 financial statements under the captions entitled Managements Report on Internal Control over Financial Reporting and Report of Independent Registered Public Accounting Firm and are incorporated herein by reference.
(c) During the last fiscal quarter, except as indicated below, there have been no changes in the Companys internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting. As was previously reported, the Company was in the process of rolling out its SAP information technology system on a global basis and implementing a major initiative to improve the organizational design and effectiveness of its pan-European operations. In connection with these activities, the Company successfully transitioned the remaining portion of its European operations to the SAP information technology system during the last fiscal quarter and in very early 2005. Management does not, however, believe that this adversely affected the Companys internal control over financial reporting.
Directors Refer to the information in the Companys Proxy Statement to be filed with the Securities and Exchange Commission for the Annual Meeting of Share Owners to be held on April 29, 2005 (the Proxy Statement), under the caption Election of Directors, which information is incorporated herein by reference.
Members of Audit Committee Refer to the information in the Proxy Statement under the caption About the Board of Directors, which information is incorporated herein by reference.
Audit Committee Financial Expert Refer to the information in the Proxy Statement under the caption About the Board of Directors, which information is incorporated herein by reference.
Executive Officers of the Registrant Refer to Executive Officers of the Registrant under Item 1 at pages 5 through 7 of this Report.
For information concerning Section 16(a) of the Securities Exchange Act of 1934, refer to the information under the caption Security Ownership Section 16(a) Beneficial Ownership Reporting Compliance of the Proxy Statement, which information is incorporated herein by reference.
Code of Ethics for Chief Executive Officer, Chief Financial Officer and Controller The Company has adopted a Global Code of Ethics which applies to its chief executive officer, chief financial officer, corporate controller and all its other employees, and which can be found at www.kelloggcompany.com. Any amendments or waivers to the Global Code of Ethics applicable to the Companys chief executive officer, chief financial officer or corporate controller may also be found at www.kelloggcompany.com.
Refer to the information under the captions Executive Compensation and About the Board of Directors Non-Employee Director Compensation and Benefits of the Proxy Statement, which is incorporated herein by reference. See also the information under the caption Report of the Compensation Committee on Executive Compensation of the Proxy Statement, which information is not incorporated by reference.
(a) Refer to the information under the captions Security Ownership Five Percent Holders and Security Ownership Officer and Director Stock Ownership of the Proxy Statement, which information is incorporated herein by reference.
(b) Securities Authorized for Issuance Under Equity Compensation Plans
(Millions, except per share data)
Five plans (including one individual compensation arrangement) are included in Equity compensation plans not approved by security holders: the Kellogg Share Incentive Plan, which was adopted in 2002 and is available to most U.K. employees of specified Kellogg Company subsidiaries; a somewhat similar plan which is available to employees in the Republic of Ireland; the Kellogg Company Executive Stock Purchase Plan, which was adopted in 2002 and is available to selected senior level employees of the Company; the Deferred Compensation Plan for Non-Employee Directors, which was adopted in 1986 and amended in 1993 and 2002 and a non-qualified stock option granted in 2000 to James Jenness, one of the Companys directors.
Under the Kellogg Share Incentive Plan, eligible U.K. employees may contribute up to 1,500 Pounds Sterling annually to the Plan through payroll deductions. The trustees of the Plan use those contributions to buy shares at fair market value on the open market, with the Company matching those contributions on a 1:1 basis. Shares must be withdrawn from the Plan when employees cease employment. Under current law,
eligible employees generally receive specified income and other tax benefits if those shares are held in the Plan for five years. A somewhat similar plan is also available to employees in the Republic of Ireland. As these Plans are open market plans with no set overall maximum, no amounts for these Plans are included in the above table. However, approximately 82,000 shares were purchased by eligible employees under the Kellogg Share Incentive Plan, the somewhat similar plan in the Republic of Ireland and somewhat similar predecessor plans during 2004, with approximately an additional 82,000 shares being provided as matched shares.
Under the Kellogg Company Executive Stock Purchase Plan, selected senior level employees may elect to use all or part of their annual bonus, on an after-tax basis, to purchase shares of the Companys common stock at fair market value (as determined over a thirty-day trading period). No more than 500,000 treasury shares are authorized for use under the Plan.
Under the Deferred Compensation Plan for Non-Employee Directors, non-employee directors may elect to defer all or part of their compensation (other than expense reimbursement) into units which are credited to their accounts. The units have a value equal to the fair market value of a share of the Companys common stock on the appropriate date, with dividend equivalents being earned on the whole units in non-employee directors accounts. Units may be paid in either cash or shares of the Companys common stock, either in a lump sum or in up to ten annual installments, with the payments to begin as soon as practicable after the non-employee directors service as a director terminates. No more than 150,000 shares are authorized for use under the Plan, none of which had been issued or allocated for issuance as of January 1, 2005. Based on deferrals at January 1, 2005, approximately 134,000 shares were contingently issuable to participating Directors. Because Directors may elect, and are likely to elect, a distribution of cash rather than shares, the contingently issuable shares are not included in column (a) of the table above.
When James Jenness joined the Company as a director in 2000, he was granted a non-qualified stock option to purchase 300,000 shares of the Companys common stock. In connection with this option, which was to vest over three annual installments, he agreed to devote fifty percent of his working time to consulting with the Company, with further vesting to immediately stop if he was no longer willing to devote such amount of time to consulting with the Company or if the Company decided that it no longer wishes to receive such services. During 2001, the Company and Mr. Jenness agreed to terminate the consulting relationship, which immediately terminated the unvested 200,000 shares. This option contains the AOF feature described in the Summary Compensation Table of the Proxy Statement.
Refer to the information under the captions Executive Compensation and About the Board of Directors Non-Employee Director Compensation and Benefits of the Proxy Statement, which information is incorporated herein by reference.
Refer to the information under the captions Report of the Audit Committee Audit Fees, Report of the Audit Committee Audit-Related Fees, Report of the Audit Committee Tax Fees, Report of the Audit Committee All Other Fees, and Report of the Audit Committee Preapproval Policies and Procedures of the Proxy Statement, which information is incorporated herein by reference.
The following Consolidated Financial Statements and related Notes, together with the Report thereon of PricewaterhouseCoopers LLP dated March 1, 2005, appearing on pages 34 through 53 of the Companys
Annual Report to Share Owners for the fiscal year ended January 1, 2005, are incorporated herein by reference:
(a) 2. Consolidated Financial Statement Schedule
The Financial Schedule and related Report of Registered Accounting Firm on Financial Statement Schedule filed as part of this Report are as follows:
This Consolidated Financial Statement Schedule should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in the Companys Annual Report to Share Owners for the fiscal year ended January 1, 2005.
All other financial statement schedules are omitted because they are not applicable.
The information called for by this Item is incorporated herein by reference from the Exhibit Index on pages 18 through 21 of this Report.
SCHEDULE II VALUATION RESERVES (In millions)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON FINANCIAL STATEMENT SCHEDULE
To the Board of Directors
of Kellogg Company
Our audits of the consolidated financial statements, of managements assessment of the effectiveness of internal control over financial reporting and of the effectiveness of internal control over financial reporting referred to in our report dated March 1, 2005 appearing in the 2004 Annual Report to Shareholders of Kellogg Company (which report, consolidated financial statements and assessment are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedule listed in Item 15(a)(2) of this Form 10-K. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
Battle Creek, Michigan
March 1, 2005
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, this 14th day of March, 2005.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
The Company agrees to furnish to the Securities and Exchange Commission, upon its request, a copy of any instrument defining the rights of holders of long-term debt of the Company and its Subsidiaries and any of its unconsolidated Subsidiaries for which Financial Statements are required to be filed.
The Company will furnish any of its share owners a copy of any of the above Exhibits not included herein upon the written request of such share owner and the payment to the Company of the reasonable expenses incurred by the Company in furnishing such copy or copies.