Free Writing Prospectus Filed Pursuant to Rule 433
Registration No. 333-181377
Supplementing the Preliminary Prospectus Supplement dated
February 11, 2013 (To Prospectus dated May 14, 2012)
$650,000,000
Kellogg Company
$250,000,000 Floating Rate Senior Notes due 2015
$400,000,000 2.750% Senior Notes due 2023
Pricing Term Sheet
February 11, 2013
| Issuer: | Kellogg Company | |
| Trade Date: | February 11, 2013 | |
| Settlement Date: | February 14, 2013 (T+3) | |
| Ratings:* | Moody’s — Baa1 (Negative Outlook) | |
| S&P — BBB+ (Negative Outlook) | ||
| Fitch — BBB+ (Negative Outlook) | ||
| Joint Book-Running Managers: | Deutsche Bank Securities Inc. Morgan Stanley & Co. LLC Wells Fargo Securities, LLC | |
| Co-Managers: | Barclays Capital Inc. | |
| Citigroup Global Markets Inc. | ||
| C.L. King & Associates, Inc. | ||
| Fifth Third Securities, Inc. | ||
| HSBC Securities (USA) Inc. | ||
| J.P. Morgan Securities LLC | ||
| Merrill Lynch, Pierce Fenner & Smith | ||
| Incorporated | ||
| Mizuho Securities USA Inc. | ||
| PNC Capital Markets LLC | ||
| Rabo Securities USA, Inc. | ||
| SunTrust Robinson Humphrey, Inc. | ||
| The Williams Capital Group, L.P. | ||
| U.S. Bancorp Investments, Inc. | ||
| Floating Rate Senior Notes due 2015 | ||
| Principal Amount: | $250,000,000 | |
| Maturity Date: | February 13, 2015 | |
| Interest Payment Dates: | Quarterly on May 13, August 13, November 13 and February 13 | |
| First Interest Payment Date: | May 13, 2013 | |
| Spread to LIBOR: | 23 bps | |
| Designated LIBOR Page: | Reuters Screen LIBOR 01 Page | |
| Index Maturity: | Three months | |
| Interest Reset Period: | Quarterly | |
| Interest Reset Dates: | May 13, August 13, November 13 and February 13 | |
| Initial Interest Determination Date: |
February 12, 2013 | |
| Interest Determination Date: | Second London banking day prior to Interest Reset Date | |
| Day Count Convention: | Actual/360, Modified Following Business Day | |
| Price to Public: | 100.000% | |
| CUSIP: | 487836 BK3 | |
| 2.750% Senior Notes due 2023 | ||
| Principal Amount: | $400,000,000 | |
| Maturity Date: | March 1, 2023 | |
| Coupon (Interest Rate): | 2.750% | |
| Yield to Maturity: | 2.820% | |
| Spread to Benchmark: | T + 87.5 bps | |
| Benchmark: | UST 1.625% due November 15, 2022 | |
| Benchmark Price and Yield: | 97-5+; 1.945% | |
| Interest Payment Dates: | March 1 and September 1, beginning September 1, 2013 | |
| Make-Whole Call: | At any time at a discount rate of Treasury Rate plus 15 basis points | |
| Price to Public: | 99.390% | |
| CUSIP: | 487836 BL1 | |
| * | 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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