1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
OR
[ ] 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
State of Incorporation--Delaware IRS Employer Identification No.38-0710690
One Kellogg Square, P.O. Box 3599, Battle Creek, MI 49016-3599
Registrant's telephone number: 616-961-2000
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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
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Common Stock outstanding July 31, 1996 - 211,815,399 shares
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KELLOGG COMPANY
INDEX
PART I - Financial Information
Page
Item 1:
Consolidated Balance Sheet - June 30, 1996 and December 31, 1995 2
Consolidated Earnings - three and six months ended June 30, 1996 and 1995 3
Consolidated Statement of Cash Flows - six months ended June 30,
1996 and 1995 4
Notes to Consolidated Financial Statements 5-6
Item 2:
Management's Discussion and Analysis of Financial Condition
and Results of Operations 7-11
PART II - Other Information
Item 4:
Submission of Matters to a Vote of Security Holders 12-13
Item 6:
Exhibits and Reports on Form 8-K 13
Signatures 14
Exhibit Index 15
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CONSOLIDATED BALANCE SHEET
=====================================================================
KELLOGG COMPANY AND SUBSIDIARIES JUNE 30, December 31,
(millions) 1996 1995
(unaudited) *
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CURRENT ASSETS
Cash and cash equivalents $ 254.3 $ 221.9
Accounts receivable, net 634.8 590.1
Inventories:
Raw materials and supplies 133.0 129.7
Finished goods and materials in process 250.5 247.0
Other current assets 310.3 240.1
- ---------------------------------------------------------------------
TOTAL CURRENT ASSETS 1,582.9 1,428.8
Property, net of accumulated depreciation
of $2,028.4 and $1,953.0 2,745.8 2,784.8
Other assets 253.7 201.0
- ---------------------------------------------------------------------
TOTAL ASSETS $4,582.4 $4,414.6
=====================================================================
CURRENT LIABILITIES
Current maturities of long-term debt $1.1 $1.9
Notes payable 537.2 188.0
Accounts payable 352.0 370.8
Income taxes 37.8 64.2
Accrued liabilities 695.8 640.5
- ---------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 1,623.9 1,265.4
LONG-TERM DEBT 719.8 717.8
NONPENSION POSTRETIREMENT BENEFITS 561.2 546.1
DEFERRED INCOME TAXES AND OTHER LIABILITIES 323.1 294.4
SHAREHOLDERS' EQUITY
Common stock, $.25 par value 77.8 77.8
Capital in excess of par value 114.8 105.2
Retained earnings 4,080.6 3,963.0
Treasury stock, at cost (2,719.7) (2,361.2)
Currency translation adjustment (199.1) (193.9)
- ---------------------------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY 1,354.4 1,590.9
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $4,582.4 $4,414.6
=====================================================================
*Condensed from audited financial statements.
See accompanying notes to consolidated financial statements.
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CONSOLIDATED EARNINGS (Results are unaudited)
==================================================================================================
KELLOGG COMPANY AND SUBSIDIARIES Three months ended June 30 Six months ended June 30,
(millions, except per share data) 1996 1995 1996 1995
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NET SALES $1,651.4 $1,780.1 $3,437.3 $3,496.1
- --------------------------------------------------------------------------------------------------
Cost of goods sold 775.2 819.7 1,565.6 1,589.0
Selling and administrative expens 708.5 676.0 1,355.7 1,299.9
Non-recurring charges 26.1 52.8 35.6 52.8
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OPERATING PROFIT 141.6 231.6 480.4 554.4
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Interest expense 16.1 16.5 29.8 34.5
Other income (expense), net 0.3 5.7 0.7 16.3
- --------------------------------------------------------------------------------------------------
EARNINGS BEFORE INCOME TAXES 125.8 220.8 451.3 536.2
Income taxes 47.7 84.9 167.1 204.3
- --------------------------------------------------------------------------------------------------
NET EARNINGS $ 78.1 $ 135.9 $ 284.2 $ 331.9
==================================================================================================
EARNINGS PER SHARE $ .37 $ .62 $ 1.33 $ 1.51
- --------------------------------------------------------------------------------------------------
DIVIDENDS PER SHARE $ .39 $ .36 $ .78 $ .72
- --------------------------------------------------------------------------------------------------
AVERAGE SHARES OUTSTANDING 212.7 219.7 213.9 220.4
- --------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
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CONSOLIDATED STATEMENT OF CASH FLOWS (Results are unaudited)
=============================================================================
KELLOGG COMPANY AND SUBSIDIARIES Six months ended June 30,
(millions) 1996 1995
- -----------------------------------------------------------------------------
OPERATING ACTIVITIES
Net earnings $ 284.2 $ 331.9
Items in net earnings not requiring (providing) cash:
Depreciation 126.0 137.0
Deferred income taxes (0.5) 4.5
Non-recurring charges, net of cash paid 6.4 43.7
Other 35.2 3.1
Pension contributions (54.8) (61.0)
Changes in operating assets and liabilities (87.6) 17.1
- -----------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 308.9 476.3
- -----------------------------------------------------------------------------
Investing activities
Additions to properties (109.2) (144.7)
Other 3.9 5.9
- -----------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES (105.3) (138.8)
- -----------------------------------------------------------------------------
FINANCING ACTIVITIES
Net borrowings of notes payable 349.2 67.3
Reduction in long-term debt (3.1) (0.2)
Common stock repurchases (356.3) (147.6)
Cash dividends (166.7) (158.6)
Other 7.3 14.6
- -----------------------------------------------------------------------------
NET CASH USED IN FINANCING ACTIVITIES (169.6) (224.5)
- -----------------------------------------------------------------------------
Effect of exchange rate changes on cash (1.6) (2.2)
- -----------------------------------------------------------------------------
Increase in cash and cash equivalents 32.4 110.8
Cash and cash equivalents at beginning of peri 221.9 266.3
- -----------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 254.3 $ 377.1
=============================================================================
See accompanying notes to consolidated financial statements.
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Notes To Consolidated Financial Statements
for the six months ended June 30, 1996
(Unaudited)
1. Accounting policies
The unaudited interim financial information included herein reflects the
adjustments (consisting solely of normal recurring adjustments) which are, in
the opinion of management, necessary for a fair presentation of the results of
operations, financial position, and cash flows for the periods presented. Such
interim information should be read in conjunction with the financial statements
and notes thereto contained on pages 15 to 28 of the Company's 1995 Annual
Report. The accounting policies used in preparing these financial statements
are the same as those summarized in the Company's 1995 Annual Report.
The results of operations for the three and six months ended June 30, 1996, are
not necessarily indicative of the results to be expected for other interim
periods or the full year.
2. Non-recurring charges
Operating profit includes non-recurring charges for the quarter of $26.1
million ($16.9 million after tax or $.08 per share) and for the year-to-date
period of $35.6 million ($23.0 million after tax or $.11 per share). Operating
profit for the comparable 1995 quarter and year-to-date periods includes
non-recurring charges of $52.8 million ($33.0 million after tax or $.15 per
share). All of these charges primarily relate to ongoing productivity and
operational streamlining initiatives in the U.S., Europe, and other
international locations, and are comprised principally of expenditures for
employee severance, training, and relocation; associated management
consulting; and production redeployment.
During 1995, the Company recorded pre-tax non-recurring charges of $348.0
million related to operational streamlining initiatives in the U.S., Australia,
and Europe. As a result, approximately 2,000 employee positions will be
eliminated by the end of 1996, through a combination of voluntary early
retirement incentives, and voluntary and involuntary severance programs.
Associated with these 1995 initiatives, the Company expects to incur an
additional $30 million of costs during 1996 related to workforce and production
redeployment. These costs will be recorded as non-recurring charges as
incurred. These streamlining initiatives are expected to require pre-tax cash
outlays of approximately $120 to $130 million during 1996, consisting of $94
million in accrued liabilities as of year-end 1995 and the aforementioned $30
million to be expensed in 1996.
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In early 1996, the Company initiated a plan to consolidate and reorganize
certain aspects of its European operations, and is taking action to further
streamline operations in other international locations. While some of these
programs are in the early stages of development, management believes that the
combination of these 1996 initiatives with redeployment expenditures from 1995
initiatives could generate total pre-tax non-recurring charges during 1996 of
approximately $100 million. From the 1996 initiatives currently under way, the
Company expects to incur cash outlays of approximately $60 million, principally
in 1996; and eliminate 475-500 employee positions by the end of 1997.
3. Earnings per share
Earnings per share are based on the weighted average shares outstanding as
presented. The potential dilution of earnings per share from the exercise of
stock options is not material.
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KELLOGG COMPANY
PART I - FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of operations
Kellogg Company operates in a single industry - manufacturing and marketing
grain-based convenience food products including ready-to-eat cereal, toaster
pastries, frozen waffles, and cereal bars throughout the world. The Company
holds a 42 percent volume share of the global ready-to-eat cereal market. In
North America, the Company continues to hold the number one market share
position in the toaster pastry, cereal/granola bar, and frozen waffle
categories.
The Company's second quarter 1996 results were significantly impacted by
competitive conditions in the U.S. ready-to-eat cereal market. Primarily as a
result of its own and competitors' pricing actions during the quarter,
including heavy promotional spending, the Company reported declines in
volume, net sales, net earnings, and earnings per share versus last year.
However, management believes that, following a transition period during which
pricing and purchasing behavior are adjusted, the Company and the ready-to-eat
cereal category will be better positioned for profitable growth in the future.
Since the beginning of 1996, the Company has taken several major price
decreases on its U.S. brands. In January 1996, the Company announced a 9%
reduction in the price of Kellogg's(R) Low Fat Granola cereal and, on April 1,
1996, the price of Kellogg's(R) Raisin Bran cereal was reduced by 16%. On June
10, 1996, the Company implemented price reductions averaging 19 percent on
brands comprising approximately two-thirds of its U.S. cereal business.
Additionally, during the second quarter of 1996, the Company lowered the price
of Kellogg's(R) Pop-Tarts(R) toaster pastries via a combination of per-package
count increases and direct price reductions. The above pricing actions were
accompanied by payments to customers to extend these price reductions to
existing trade inventory ("floor stock protection payments"). Cereal prices
have also been reduced in some Latin American markets.
These pricing actions are integral to a broad strategy initiated by management
over the past two years to improve the Company's long-term pricing and cost
structure. This strategy includes pricing based on brand differentiation,
elimination of inefficient price promotion spending, and reduction of operating
costs through productivity and streamlining programs. Management believes that
the Company's implementation of certain of these pricing measures during the
second quarter of 1996 improved the long-term brand value proposition to the
consumer, but negatively impacted profitability in the short term. However,
management believes that total year 1996 earnings per share, excluding
non-recurring charges, will approximate 1995's level, based on the expectation
that cereal volumes will return to modest growth and cost-savings will
mitigate revenue reductions during the remainder of the year.
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For the second quarter, total volume and global cereal volume were both down
2%. Cereal volume was negatively impacted by competitive pricing actions in
the U.S. market and, to a lesser extent, by store-brand competition in Great
Britain and economic conditions in Mexico. Other cereal markets around the
world exhibited growth during the quarter, including Canada, continental
Europe, Asia-Pacific, and the majority of Latin America. On a year-to-date
basis, cereal volume was flat, with total volume up 1%.
Other convenience foods quarterly volume was flat compared to the prior-year
period, which included significant growth from three new-product introductions.
However, over the past two years, other convenience foods second quarter volume
has grown at a low double-digit compound annual growth rate, and management
expects this rate of growth to continue.
Net sales were down 7% for the quarter and 2% for the year-to-date period. This
decline reflects the volume loss, price reductions, and trade payments as
discussed above, and unfavorable foreign currency movements which reduced net
sales by 2% for both the quarter and year-to-date periods.
The gross profit margin for the quarter was 53.1%, down .9 percentage points
from the comparable 1995 period. Year-to-date, the gross profit margin was
54.5%, equal to the prior year, as operational cost savings offset the decline
in net sales.
For the quarter, selling and administrative expense as a percentage of net
sales was 42.9%, up from 38.0% in the prior year, and, on a year-to-date basis,
was 39.4% versus 37.2% in 1995. This increase was primarily a result of
lower volumes and selling prices, including floor stock protection payments,
combined with increased promotional spending and U.S. price reduction
program-specific costs. These program-specific costs were approximately $15
million ($9 million after tax or $.04 per share) and primarily consisted of
expenditures for communicating the price reductions and for changing package
sizes of Kellogg's(R) Pop-Tarts(R). While marketing expenditures increased
during the quarter, management expects this level to be reduced during the
remainder of the year, and remains committed to emphasizing efficient
brand-building activities and eliminating inefficient price promotion spending.
Operating profit included non-recurring charges for the quarter of $26.1
million ($16.9 million after tax or $.08 per share) and for the year-to-date
period of $35.6 million ($23.0 million after tax or $.11 per share). Operating
profit for the comparable 1995 quarter and year-to-date periods included
non-recurring charges of $52.8 million ($33.0 million after tax or $.15 per
share). All of these charges primarily related to ongoing productivity and
operational streamlining initiatives in the U.S., Europe, and other
international locations, and were comprised principally of expenditures for
employee severance, training, and relocation; management consulting; and
production redeployment. (Refer to section below on non-recurring charges.)
Second quarter operating profit, excluding non-recurring charges, declined 41%
to $167.7 million, reflecting decreased sales and increased marketing spending,
as discussed above. Year-to-date operating profit, excluding non-recurring
charges, was $516.0 million, down 15% from the prior year. The second quarter
operating profit margin was 10.2%, down from 16.0% last year, and the
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year-to-date margin was 15.0%, versus 17.4% in the comparable 1995 period.
For the quarter, gross interest expense, prior to amounts capitalized, was
$16.8 million, compared to $18.4 million in the prior year, and on a
year-to-date basis, was $31.2 million versus $38.3 million in 1995. Interest
expense was down slightly versus last year due to lower rates on short-term
borrowings. However, due to increases in short-term debt since year-end 1995,
management expects total year 1996 interest expense to approximate the 1995
level. Other income, net, decreased $5.4 million for the quarter and $15.6
million for the year-to-date period, primarily due to foreign currency losses in
hyperinflationary Latin American markets and lower interest income during 1996.
Excluding the effect of non-recurring charges, the Company's second quarter
income tax rate was 37.5%, down from 38.3% last year, and the year-to-date rate
was 36.9% versus 38.0% in 1995. The 1995 second quarter tax rate was
unfavorably impacted by a retroactive statutory rate increase in Australia.
The Company expects its effective income tax rate for the full year of 1996 to
be between 37% and 38%, in line with 1995.
Second quarter 1996 net earnings and earnings per share decreased 43% and 40%,
respectively, from the second quarter of 1995. Excluding non-recurring
charges, earnings per share were $.45 versus $.77 a year ago, a 42% decrease
derived from $.33 in business decline and $.02 in unfavorable foreign currency
movements, mitigated by $.02 from share repurchase and $.01 from the lower
effective tax rate. Excluding non-recurring charges for both years, quarterly
net earnings were $95.0 million for 1996, down 44% from $168.9 million in 1995.
Year-to-date results, excluding non-recurring charges, were earnings per share
of $1.44, compared to $1.66 in 1995, and net earnings of $307.2 million versus
$364.9 million last year.
The foregoing projections of market conditions, volume growth, profitability,
and earnings per share are forward-looking statements which involve risks and
uncertainties. Actual 1996 results may differ materially due to the impact of
the Company's price reductions on volumes, the level of trade and consumer
participation in promotional programs and competitive response; as well as
general economic and market conditions; actual worldwide volumes and product
mix; the levels of worldwide spending on advertising, promotion, and other
general and administrative costs; raw material price and labor cost
fluctuations; and the level of stock repurchases.
Liquidity and capital resources
The Company's financial condition remained solid during the second quarter of
1996, despite the decline in net earnings. A strong cash flow, combined with a
program of issuing commercial paper and maintaining worldwide credit
facilities, provides adequate liquidity to meet the Company's operational
needs. The Company continues to enjoy the highest available credit ratings on
both its long-term debt and commercial paper.
Year-to-date net cash provided from operations was $308.9 million, compared
to $476.3 million for the 1995 period. Cash flow from operations was down from
prior year levels principally due
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to decreased earnings, combined with increased employee severance payments and
other cash expenditures related to the Company's ongoing productivity
initiatives. The ratio of current assets to current liabilities was 1:1 as of
June 30, 1996, relatively unchanged from December 31, 1995.
Net cash used in investing activities was $105.3 million year-to-date, based
primarily on capital spending of $109.2 million. Management anticipates that
total year 1996 capital expenditures will be approximately $275-$300 million.
For the year-to-date period, net cash used in financing activities was $169.6
million, principally related to common stock repurchases and dividends, net of
additional short-term borrowing. Under an existing plan authorized by the
Company's Board of Directors, management spent $356.3 million year-to-date to
repurchase 4.8 million common shares at an average price of $74.78 per share.
As of June 30, 1996, the remaining repurchase authorization was $194.4 million.
Currently, management intends to fully utilize this authorization by the end
of the year.
During the second quarter, the Company paid $82.8 million in dividends at a
rate of $.39 per common share, an 8% increase over the 1995 per share amount.
On July 26, 1996, the Company's Board of Directors declared a dividend of $.42
per common share, representing a further 8% increase over the second quarter
1996 per share amount. This dividend is payable September 13, 1996, to
shareholders of record at the close of business on August 30, 1996. At June 30,
1996, common shares outstanding totaled 212.1 million, compared to 219.5
million at June 30, 1995. During the quarter, the average number of shares
outstanding was 212.7 million, compared to an average of 219.7 million during
the prior year period. Year-to-date average shares outstanding were 213.9
million versus 220.4 million last year.
Long-term debt outstanding at quarter-end consisted principally of $200 million
of three-year notes issued in 1994, $200 million of five-year notes issued in
1993, and $300 million of five-year notes issued in 1992. Short-term debt
outstanding at quarter-end consisted principally of U.S. commercial paper. The
Company's net debt position (long-term debt plus notes payable less cash) at
June 30, 1996 was $1.00 billion, up $318.0 million from December 31, 1995,
principally due to an increase in short-term debt to fund common stock
repurchases. The ratio of debt to total capitalization was 48%, up from 36% at
December 31, 1995.
At June 30, 1996, the Company had available an unused "shelf registration" of
$200 million with the Securities and Exchange Commission to provide for the
issuance of debt in the United States. The proceeds of such an offering would
be added to the Company's working capital and be available for general
corporate purposes.
Management is not aware of any adverse trends that would materially affect the
Company's strong financial position. Should suitable investment opportunities
or working capital needs arise that would require additional financing,
management believes that the Company's triple A credit rating, strong balance
sheet, and solid earnings history provide a base for obtaining additional
financial resources at competitive rates and terms.
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Non-recurring charges
During 1995, the Company recorded pre-tax non-recurring charges of $348.0
million related to operational streamlining initiatives in the U.S., Australia,
and Europe. As a result, approximately 2,000 employee positions will be
eliminated by the end of 1996, through a combination of voluntary early
retirement incentives, and voluntary and involuntary severance programs.
Associated with these 1995 initiatives, the Company expects to incur an
additional $30 million of costs during 1996 related to workforce and production
redeployment. These costs will be recorded as non-recurring charges as
incurred. These streamlining initiatives are expected to require pre-tax cash
outlays of approximately $120 to $130 million during 1996, consisting of $94
million in accrued liabilities as of year-end 1995 and the aforementioned $30
million to be expensed in 1996. From these programs, the Company expects to
realize approximately $120 million of annual pre-tax savings by 1997, with
about 60% of this amount to be achieved in 1996. These savings are not
necessarily indicative of future incremental earnings due to management's
commitment to invest in competitive business strategies, new markets, and
growth opportunities.
In early 1996, the Company initiated a plan to consolidate and reorganize
certain aspects of its European operations, and is taking action to further
streamline operations in other international locations. While some of these
programs are in the early stages of development, management believes that the
combination of these 1996 initiatives with redeployment expenditures from 1995
initiatives could generate total pre-tax non-recurring charges during 1996 of
approximately $100 million. From the 1996 initiatives currently under way, the
Company expects to incur cash outlays of approximately $60 million, principally
in 1996; eliminate 475-500 employee positions by the end of 1997; and generate
an estimated $20 million of annual pre-tax savings by 1998.
The foregoing discussion of non-recurring charges contains forward-looking
statements regarding amounts of future charges, headcount reductions, cash
requirements, and realizable savings. Actual amounts may vary depending on the
final determination of important factors such as the magnitude of centralization
of operations, the number of employees affected and the type of separation
programs, product sourcing reviews, asset utilization analyses, and other items
which have yet to be determined. In addition, the recognition of future charges
will depend on the timing of management approvals of elements of the
streamlining plans, communication of employee severance programs, and actual
incurrence of certain costs.
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KELLOGG COMPANY
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Company's Annual Meeting of Stockholders was held on April 19,
1996.
Represented at the Meeting, either in person or by proxy, were
195,204,730 voting shares, of a total 215,103,803 voting shares
outstanding. The matters voted upon at the Meeting are described
in (c) below.
(c) (i) To elect four (4) directors to serve for three-year (3) terms
expiring at the 1999 Annual Meeting of Stockholders or until
their respective successors are elected and qualified. All
nominees are named below.
Claudio X. Gonzalez
Votes for Election - 193,770,557
Votes Withheld - 1,434,173
William C. Richardson
Votes for Election - 193,747,386
Votes Withheld - 1,457,344
Donald Rumsfeld
Votes for Election - 193,746,843
Votes Withheld - 1,457,887
John L. Zabriskie
Votes for Election - 193,737,922
Votes Withheld - 1,466,807
There were no votes against, abstentions, or broker non-votes
with respect to the election of any nominee named above.
(ii) To approve amendment to the Company's Amended Restated
Certificate of Incorporation to increase the authorized
number of shares of common stock.
Votes for Proposal - 188,785,005
Votes Against Proposal - 6,015,952
Votes Abstaining - 402,927
Broker Non-votes - 846
Votes Withheld - 0
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(iii) To approve adoption of an Amendment to the Kellogg Company
1990 Stock Compensation Program for Non-Employee Directors.
Votes for Proposal - 188,930,462
Votes Against Proposal - 5,088,726
Votes Abstaining - 1,181,575
Broker Non-votes - 3,967
Votes Withheld - 0
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
3.01 - Amended Restated Certificate of Incorporation of the
Company, as amended through April 19, 1996.
4.01 - There is no instrument with respect to long-term debt
of the Company that involves indebtedness or securities
authorized thereunder exceeding ten percent of the total
assets of the Company and its subsidiaries on a consolidated
basis. The Company agrees to file a copy of any instrument or
agreement defining the rights of holders of long-term debt of
the Company upon request of the Securities and Exchange
Commission.
10.01 - Kellogg Company 1990 Stock Compensation Program for
Non-Employee Directors, as amended.
27.01- Financial Data Schedule
(b) Reports on Form 8-K:
On June 10, 1996, the Company filed a report on Form 8-K which
included an exhibit containing a press release dated June 10,
1996.
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KELLOGG COMPANY
SIGNATURES
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 thereunto duly authorized.
KELLOGG COMPANY
/s/ J. R. Hinton
-------------------------------
J.R. Hinton
Principal Financial Officer;
Senior Vice President - Administration
/s/ A. Taylor
-------------------------------
A. Taylor
Principal Accounting Officer;
Vice President and Corporate Controller
Date: August 12, 1996
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KELLOGG COMPANY
EXHIBIT INDEX
Number Description
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3.01 Amended Restated Certificate of Incorporation of
the Company, as amended through April 19, 1996.
10.01 Kellogg Company 1990 Stock Compensation Program
for Non-Employee Directors, as amended.
27.01 Financial Data Schedule
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