Free Writing Prospectus Filed Pursuant to Rule 433
Registration No. 333-209699
Supplementing the Preliminary Prospectus Supplement dated
February 25, 2016 (to Prospectus dated February 25, 2016)
$1,400,000,000
Kellogg Company
$750,000,000 3.250% Notes due 2026
$650,000,000 4.500% Debentures due 2046
Pricing Term Sheet
February 25, 2016
| Issuer: | Kellogg Company | |||
| Anticipated Ratings*: | Baa2 (Stable) / BBB (Stable) / BBB (Stable) (Moody’s / S&P / Fitch) | |||
| Trade Date: | February 25, 2016 | |||
| Settlement Date: | March 7, 2016 (T+7) | |||
| Joint Book-Running Managers: | Morgan Stanley & Co. LLC Citigroup Global Markets Inc. J.P. Morgan Securities LLC Wells Fargo Securities, LLC | |||
| Co-Managers: | BBVA Securities Inc. BMO Capital Markets Corp. Drexel Hamilton, LLC Fifth Third Securities, Inc. Mizuho Securities USA Inc. Samuel A. Ramirez & Company, Inc. Siebert Brandford Shank & Co., L.L.C. SunTrust Robinson Humphrey, Inc. The Williams Capital Group, L.P. U.S. Bancorp Investments, Inc. | |||
| Title of Securities: | 2026 Notes |
2046 Debentures | ||
| Principal Amount: | $750,000,000 | $650,000,000 | ||
| Maturity Date: | April 1, 2026 | April 1, 2046 | ||
| Coupon (Interest Rate): | 3.250% | 4.500% | ||
| Price to Public: | 99.896% | 99.003% | ||
| Yield to Maturity: | 3.262% | 4.561% | ||
| Spread to Benchmark Treasury: | 157 bps | 200 bps | ||
| Benchmark Treasury: | UST 1.625% due February 15, 2026 | UST 3.000% due November 15, 2045 | ||
| Benchmark Treasury Price and Yield: | 99-12+ / 1.692% | 109-03 / 2.561% | ||
| Interest Payment Dates: | April 1 and October 1, beginning October 1, 2016 | April 1 and October 1, beginning October 1, 2016 | ||
| Make-Whole Call: | At any time at a discount rate of Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the redemption date | At any time at a discount rate of Treasury Rate plus 30 basis points, plus accrued and unpaid interest to the redemption date | ||
| CUSIP/ISIN: | 487836 BP2 / US487836BP25 | 487836 BQ0 / US487836 BQ08 | ||
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
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