Kellogg Company 8-K 2012
Documents found in this filing:
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 15, 2012
(Exact name of registrant as specified in its charter)
One Kellogg Square, Battle Creek, Michigan 49016-3599
(Address of principal executive offices) (Zip Code)
(Registrants telephone number, including area code)
(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:
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.
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.
FORWARD-LOOKING STATEMENTS DISCLOSURE
This document contains, or incorporates by reference, forward-looking statements with projections concerning, among other things, the acquisition of the Pringles® business, the companys strategy, and the companys 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 companys actual results or activities may differ materially from these predictions. The companys 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