Annual Reports

Quarterly Reports


  • 8-K (Feb 16, 2018)
  • 8-K (Feb 8, 2018)
  • 8-K (Dec 27, 2017)
  • 8-K (Dec 15, 2017)
  • 8-K (Nov 13, 2017)
  • 8-K (Oct 31, 2017)


Kellogg Company 8-K 2012
Form 8-K














Date of Report (Date of earliest event reported): February 15, 2012




(Exact name of registrant as specified in its charter)




Delaware   1-4171   38-0710690

(State or other jurisdiction

of incorporation or organization)



File Number)


(I.R.S. Employer

Identification No.)

One Kellogg Square, Battle Creek, Michigan 49016-3599

(Address of principal executive offices) (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:


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


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


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


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




Item 7.01. Regulation FD Disclosure.

On February 15, 2012, Kellogg Company, a Delaware corporation, issued a press release announcing that it entered into a definitive agreement to acquire the Pringles® business of The Procter & Gamble Company. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

In connection with the entry into the definitive agreement to acquire the Pringles® business, Kellogg Company made available an investor presentation, which is furnished as Exhibit 99.2 hereto. Kellogg Company also held a conference call with analysts and investors on February 15, 2012, a transcript of which is furnished as Exhibit 99.3 hereto.


Item 8.01. Other Events.

To the extent required, the information included in Item 7.01 of this Form 8-K is hereby incorporated by reference into this Item 8.01.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


99.1    Press Release issued by Kellogg Company, dated as of February 15, 2012.
99.2    February 15, 2012 Investor Presentation by Kellogg Company.
99.3    Transcript of Webcast held by Kellogg Company on February 15, 2012.


This document contains, or incorporates by reference, “forward-looking statements” with projections concerning, among other things, the acquisition of the Pringles® business, the company’s strategy, and the company’s sales, earnings, margin, operating profit, costs and expenditures, interest expense, tax rate, capital expenditure, dividends, cash flow, debt reduction, share repurchases, costs, brand building, ROIC, working capital, growth, new products, innovation, cost reduction projects and competitive pressures. Forward-looking statements include predictions of future results or activities and may contain the words “expects,” “believes,” “should,” “will,” “anticipates,” “projects,” “estimates,” “implies,” “can” or words or phrases of similar meaning. The company’s actual results or activities may differ materially from these predictions. The company’s future results could also be affected by a variety of factors, including the ability to complete the acquisition of the Pringles® business, impact of competitive conditions; the effectiveness of pricing, advertising and promotional programs; the success of innovation, renovation 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; labor costs; disruptions or inefficiencies in supply

chain; 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 including changes in food safety, advertising and labeling laws and regulations; the ultimate impact of product recalls; business disruption or other losses from war, terrorist acts or political unrest; and other items. Forward-looking statements speak only as of the date they were made, and the company undertakes no obligation to publicly update them.


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.

Dated: February 15, 2012


By:   /s/    RONALD L. DISSINGER        
Name:   Ronald L. Dissinger

Senior Vice President and

Chief Financial Officer



Exhibit Number



99.1    Press Release issued by Kellogg Company, dated as of February 15, 2012.
99.2    February 15, 2012 Investor Presentation by Kellogg Company.
99.3    Transcript of Webcast held by Kellogg Company on February 15, 2012.
Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki