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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
COMMISSION FILE NUMBER 1-4171
THE KELLOGG COMPANY BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
(Full Title of the Plan)
KELLOGG COMPANY
(Name of Issuer)
ONE KELLOGG SQUARE
BATTLE CREEK, MICHIGAN 49016-3599
(Principal Executive Office)
 
 

 


 

Kellogg Company
Bakery, Confectionery, Tobacco Workers and Grain Millers
Savings and Investment Plan
Index
         
    Page(s)  
Report of Independent Registered Public Accounting Firm
    1  
 
       
Financial Statements
       
 
       
    2  
 
       
    3  
 
       
    4–8  
 
       
Supplemental Schedule
       
 
       
    9  
     
Note:   Other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act (“ERISA”) of 1974 have been omitted because they are not applicable.
 
       
Exhibits
       
 
       
 
 Consent of Independent Registered Public Accounting Firm
 

 


Table of Contents

Report of Independent Registered Public Accounting Firm
To the Participants and Administrator of the
Kellogg Company Bakery, Confectionery,
Tobacco Workers and Grain Millers Savings
and Investment Plan
In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Kellogg Company Bakery, Confectionery, Tobacco Workers and Grain Millers Savings and Investment Plan (the “Plan”) at December 31, 2005 and 2004, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
(-s- PRICEWATERHOUSECOOPERS LLP)
Battle Creek, Michigan
June 16, 2006


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Kellogg Company
Bakery, Confectionery, Tobacco Workers and Grain Millers
Savings and Investment Plan
Statement of Net Assets Available for Benefits
as of December 31, 2005 and 2004
                 
    2005     2004  
Assets
               
Plan’s interest in Master Trust (Note 4)
  $ 511,210,318     $ 517,222,487  
Loans to participants
    6,899,002       6,477,038  
 
           
Total assets
    518,109,320       523,699,525  
 
           
Liabilities
               
Accrued investment services fees
    61,322       75,861  
 
           
Total liabilities
    61,322       75,861  
 
           
Net assets available for benefits
  $ 518,047,998     $ 523,623,664  
 
           
The accompanying notes are an integral part of these financial statements.

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Kellogg Company
Bakery, Confectionery, Tobacco Workers and Grain Millers
Savings and Investment Plan
Statement of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 2005 and 2004
                 
    2005     2004  
Contributions
               
Employer
  $ 5,369,852     $ 5,082,726  
Employee
    14,023,350       12,835,419  
Rollovers from other qualified plans
    953,685       593,801  
             
Total contributions
    20,346,887       18,511,946  
             
Earnings on Investments
               
Plan’s interest in income of Master Trust (Note 4)
    21,212,233       36,097,353  
Interest income
    356,181       348,766  
Redemption fees
    (46,660 )     (62,360 )
             
Total earnings on investments, net
    21,521,754       36,383,759  
             
Participant withdrawals
    (47,458,846 )     (45,033,992 )
Trustee fees
    14,539       (142,900 )
             
Net increase/(decrease)
    (5,575,666 )     9,718,813  
Net assets available for benefits
               
Beginning of year
    523,623,664       513,904,851  
             
End of year
  $ 518,047,998     $ 523,623,664  
             
The accompanying notes are an integral part of these financial statements.

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Kellogg Company
Bakery, Confectionery, Tobacco Workers and Grain Millers
Savings and Investment Plan
Notes to Financial Statements
December 31, 2005 and 2004 and
for the Years Ended December 31, 2005 and 2004
1.   Summary of Significant Accounting Policies
 
    Basis of Accounting
 
    The Kellogg Company Bakery, Confectionery, Tobacco Workers and Grain Millers Savings and Investment Plan (the “Plan”) operates as a qualified defined contribution plan and was established under Section 401(k) of the Internal Revenue Code. The accounts of the Plan are maintained on the accrual basis. Expenses of administration are paid by the Plan sponsor, Kellogg Company.
 
    Investments
 
    All investments are reported at current quoted market values except for guaranteed insurance contracts, which are reported at contract value and represent contributions made plus interest at the contract rate. These contracts are maintained in the Stable Value Fund of the Kellogg Company Master Trust.
 
    The Plan presents in the statement of changes in net assets available for benefits the Plan’s interest in income of Master Trust, which consists primarily of the realized gains or losses on the fair value of the Master Trust investments and the unrealized appreciation (depreciation) on those investments.
 
    Allocation of Net Investment Income to Participants
 
    Net investment income is allocated to participant accounts daily, in proportion to their respective ownership on that day.
 
    Risks and Uncertainties
 
    The Plan provides for various investment options in several investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible the changes in risk in the near term would materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits and the statement of changes in net assets available for benefits.
 
    Use of Estimates in the Preparation of Financial Statements
 
    The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan’s management to make estimates and assumptions that affect the reported amounts of net assets available for benefits at the date of the financial statements and changes in net assets available for benefits during the reporting period. Actual results could differ from those estimates.
 
2.   Provisions of the Plan
 
    The following description of the Plan is provided for general information purposes only. Participants should refer to the plan document for a more comprehensive description of the Plan’s provisions.

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Kellogg Company
Bakery, Confectionery, Tobacco Workers and Grain Millers
Savings and Investment Plan
Notes to Financial Statements
December 31, 2005 and 2004 and
for the Years Ended December 31, 2005 and 2004
    Plan Administration
 
    The following description of the Plan is administered by trustees appointed by Kellogg and employees represented by the Bakery, Confectionery, Tobacco Workers and Grain Millers Union.
 
    Redemption Fees
 
    Effective August 16, 2004 the Plan began charging a 2 percent redemption fee for transfers and/or reallocations of units that have been in a fund for less than five business days. Fees collected are used to help offset trustee expenses.
 
    Plan Participation and Contribution
 
    Generally, all Kellogg Company hourly employees belonging to the Bakery, Confectionery, Tobacco Workers and Grain Millers Union Local Nos. 3-G, 50-G, 252-G, 274-G and 401-G are eligible to participate in the Plan.
 
    Subject to limitations prescribed by the Internal Revenue Service, participants may elect to contribute from 1 percent to 50 percent of their annual wages. Participants were eligible to defer $14,000 in 2005 and $13,000 in 2004. Employee contributions are matched by Kellogg Company at a 100% rate on the first 3 percent and a 50 percent rate on the next 2 percent with 12.5 percent of the Company match restricted for investment in the Kellogg Company stock fund. Employees may contribute to the Plan from their date of hire; however, the monthly contributions are not matched by the Company until the participant has completed one year of service.
 
    Participants of the Plan may elect to invest the contributions to their accounts as well as their account balances in various equity, bond, fixed income or Kellogg Company stock funds or a combination thereof in multiples of one percent.
 
    Vesting
 
    Participant account balances are fully vested.
 
    Participant Loans
 
    Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their account balance. Participants may have only one loan outstanding at any time. Loan transactions are treated as transfers between the Loan fund and the other funds. Loan terms range from 12 to 60 months, except for principal residence loans, which must be repaid within 15 years (or 180 months). Interest is paid at a constant rate equal to one percent over the prime rate in the month the loan begins. Principal and interest are paid ratably through monthly payroll deductions. Loans that are considered to be uncollectible at year end result in the outstanding principal being considered a hardship withdrawal from the participant’s plan account.
 
    Participant Distributions
 
    Participants may request an in-service withdrawal of all or a portion of certain types of contributions under standard in-service withdrawal rules. The withdrawal of any participant

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Kellogg Company
Bakery, Confectionery, Tobacco Workers and Grain Millers
Savings and Investment Plan
Notes to Financial Statements
December 31, 2005 and 2004 and
for the Years Ended December 31, 2005 and 2004
    contributions which were not previously subject to income tax is restricted by Internal Revenue Service regulations.
 
    Participants who terminate employment before retirement, by reasons other than death or disability, may remain in the Plan or receive payment of their account balances in a lump sum. If the account balance is $1,000 or less, the terminated participant will receive the account balance in a lump sum. Participants are eligible to retire from the Company at age 62, upon reaching 55 with 20 years of service, or after 30 years of service. Upon retirement, disability, or death, a participant’s account balance may be received in a lump sum or installment payments.
 
    Termination
 
    While the Company has expressed no intentions to do so, the Plan may be terminated at any time.
 
3.   Income Tax Status
 
    The Plan administrator has received a favorable letter from the Internal Revenue Service dated March 18, 2004 regarding the Plan’s qualification under applicable income tax regulations. The Plan administrator believes the Plan is designed and is currently being operated in compliance with the applicable requirements of the Internal Revenue Code.
 
4.   Kellogg Company Master Trust
 
    The Plan has an undivided interest in the net assets held in the Kellogg Company Master Trust in which interests are determined on the basis of cumulative funds specifically contributed on behalf of the Plan adjusted for an allocation of income. Such income allocation is based on the Plan’s funds available for investment during the year.
 
    Kellogg Company Master Trust net assets at December 31, 2005 and 2004 and the changes in net assets for the years ended December 31, 2005 and December 31, 2004 are as follows:

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Kellogg Company
Bakery, Confectionery, Tobacco Workers and Grain Millers
Savings and Investment Plan
Notes to Financial Statements
December 31, 2005 and 2004 and
for the Years Ended December 31, 2005 and 2004
Kellogg Company Master Trust
Schedule of Net Assets of Master Trust Investment Accounts
                 
    2005     2004  
Cash/equivalents
               
Interest bearing cash
  $ 13,672,373     $ 15,615,882  
 
           
Total cash/equivalents
    13,672,373       15,615,882  
 
           
Receivables
    893,621       1,116,271  
 
           
 
               
General Investments
               
Long Term U.S. Govt. Securities
    17,245,904       15,322,171  
Short Term U.S. Govt. Securities
    16,279,545       9,591,890  
Corporate Debt — Long-Term
    8,198,000       12,813,238  
Corporate Debt — Short-Term
    8,960,891       6,537,040  
Corporate Stocks — Kellogg Company Common Stock
    127,144,034       113,775,950  
Commingled Funds
    200,780,541       212,891,676  
Shares of Registered Investment Company
    317,499,870       282,032,008  
Guaranteed Insurance Contracts
    633,675,888       634,279,171  
Long Term Government Bonds — International
    836,553       1,575,196  
Short Term Government Bonds — International
    2,082,500       1,629,354  
Short Term International Corporate Bonds
    716,700        
 
           
Total general investments
    1,333,420,426       1,290,447,694  
 
           
Total investments
    1,347,986,420       1,307,179,847  
 
           
 
               
Payables
               
Other payables
    (356,673 )     (175,924 )
Unsettled Trades
    (589,880 )      
 
           
Total liabilities
    (946,553 )     (175,924 )
 
           
Net Assets
  $ 1,347,039,867     $ 1,307,003,923  
 
           
Percentage interest held by the Plan
    38.0 %     39.6 %

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Kellogg Company
Bakery, Confectionery, Tobacco Workers and Grain Millers
Savings and Investment Plan
Notes to Financial Statements
December 31, 2005 and 2004 and
for the Years Ended December 31, 2005 and 2004
Kellogg Company Master Trust
Schedule of Changes in Net Assets of Master Trust Investment Accounts
                 
    2005     2004  
Transfer of assets from Keebler Company Local 184-L 401(k) Plan
  $     $ 2,395,447  
Transfer of assets from Mountain Top 401(k) Plan
    1,420,446        
Earnings on investments
               
Interest
    31,565,638       30,552,802  
Dividends
    7,598,087       6,366,300  
Net realized gain (loss)
               
Kellogg Company Common Stock
    5,252,512       11,044,446  
Commingled Funds
    6,640,105       6,076,947  
Corporate Debt — Short Term
    17,462       (72,165 )
Corporate Debt — Long Term
    4,875       (34,712 )
US Govt. Securities — Short Term
    (133,374 )     (149,346 )
US Govt. Securities — Long Term
    54,678       73,635  
International Bond — Short Term
    (35,071 )     (17,903 )
International Bond — Long Term
    (1,165 )     (7,706 )
Shares of Registered Investment Co.
    27,772,797       17,980,537  
 
           
Net realized gain
    39,572,819       34,893,733  
Total additions
    80,156,990       74,208,282  
 
           
Net transfer of assets out of investment account
    (26,515,304 )     (20,477,691 )
Fees and commissions
    (599,986 )     (597,515 )
 
           
Total distributions
    (27,115,290 )     (21,075,206 )
Change in unrealized appreciation (depreciation):
               
Kellogg Company Common Stock
    (9,157,055 )     3,571,974  
Commingled Funds
    2,724,158       15,082,158  
Corporate Debt — Short Term
    (330,761 )     3,115  
Corporate Debt — Long Term
    (117,444 )     (213,582 )
US Govt. Securities — Short Term
    (288,436 )     56,750  
US Govt. Securities — Long Term
    (165,279 )     (295,908 )
International Bond — Long Term
    (7,866 )     (67,929 )
Shares of Registered Investment Co.
    (5,558,416 )     13,640,436  
International Bond — Short Term
    (104,657 )      
 
           
Changes in unrealized appreciation
    (13,005,756 )     31,777,014  
 
           
Net change in assets
    40,035,944       84,910,090  
Net assets
               
Beginning of year
    1,307,003,923       1,222,093,833  
 
           
End of year
  $ 1,347,039,867     $ 1,307,003,923  
 
           

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Kellogg Company
Bakery, Confectionery, Tobacco Workers and Grain Millers
Savings and Investment Plan
Schedule of Assets (Held at End of Year)
as of December 31, 2005   Schedule I
 
                 
(a)   (b)   (c)   (e)
        Description of Investment Including Maturity    
    Identity of Issue, Borrower, Lessor   Date, Rate of Interest, Collateral, Par or    
    or Similar Party   Maturity Value   Current Value
 
 
 
Loans to participants (interest rate of 5.00% to 10.00%)
      $ 6,899,002  

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Kellogg Company
Bakery, Confectionery, Tobacco Workers and Grain Millers
Savings and Investment Plan
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
         
Date: June 29, 2006   The Kellogg Company Bakery, Confectionery, Tobacco Workers and Grain Millers Savings and Investment Plan
 
       
 
  By   /s/ Jeffrey M. Boromisa
 
       
 
      Jeffrey M. Boromisa
 
      Senior Vice President and Chief Financial Officer
 
      Kellogg Company

 


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Table of Contents
EXHIBIT INDEX
     
EXHIBIT NO.   DESCRIPTION
EX-23
 
Consent of Independent Registered Public Accounting Firm