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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
COMMISSION FILE NUMBER 1-4171
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KELLOGG COMPANY
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 38-0710690
State of Incorporation I.R.S. Employer Identification No.
ONE KELLOGG SQUARE
BATTLE CREEK, MICHIGAN 49016-3599
(Address of Principal Executive Offices)
REGISTRANT'S TELEPHONE NUMBER: (616) 961-2000
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class: Name of each exchange on which registered:
COMMON STOCK, $0.25 PAR VALUE PER SHARE NEW YORK STOCK EXCHANGE
Securities registered pursuant to Section 12(g) of the Act: NONE
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Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 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 / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /
The aggregate market value of the common stock held by non-affiliates of the
registrant (assuming only for purposes of this computation that directors and
executive officers may be affiliates) was $12,141,777,485 as determined by the
March 1, 1995 closing price of $55.125 for one share of common stock on the New
York Stock Exchange.
As of March 1, 1995, 221,096,969 shares of the common stock of the registrant
were issued and outstanding.
Portions of the registrant's Annual Report to Stockholders for the fiscal year
ended December 31, 1994, are incorporated by reference into Part II of this
Report.
Portions of the registrant's definitive Proxy Statement, dated March 13, 1995,
for the Annual Meeting of Stockholders to be held April 21, 1995, are
incorporated by reference into Part III of this Report.
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PART I
ITEM 1. BUSINESS
The Company. Kellogg Company, incorporated in Delaware in 1922, and its
subsidiaries are engaged in the manufacture and marketing of ready-to-eat cereal
and other convenience food products on a worldwide basis. The address of the
principal business office of Kellogg Company is One Kellogg Square, P.O. Box
3599, Battle Creek, Michigan 49016-3599. Unless otherwise indicated by the
context, the term "Company" as used in this report means Kellogg Company, its
divisions and subsidiaries.
Principal Products. The principal products of the Company are ready-to-eat
cereals and convenience food products which are manufactured in 19 countries and
distributed in nearly 160 countries. Ready-to-eat cereals are marketed under the
KELLOGG'S(R) name and are sold principally to the grocery trade through direct
sales forces for resale to consumers and through broker and distribution
arrangements in less developed market areas.
Other Convenience Food Products. In the United States and Canada, in
addition to ready-to-eat cereals, the Company produces or processes and
distributes toaster pastries and frozen waffles. The Company also markets, in
the United States, cereal and granola bars, and markets a variety of other
convenience food products in various locations throughout the world.
Raw Materials. Agricultural commodities are the principal raw materials
used in the Company's products. World supplies and prices of such commodities
are constantly monitored, as are government trade policies. The cost of raw
materials used may fluctuate widely due to government policy and regulation,
weather conditions or other unforeseen circumstances. Continuous efforts are
made to maintain and improve the qualities and supplies of raw materials for
purposes of the Company's short-term and long-term requirements.
The principal ingredients in the products produced by the Company in the
United States include corn grits, oats, rice, various fruits, sweeteners, wheat
and wheat derivatives. Ingredients are purchased principally from sources in the
United States. In producing toaster pastries and frozen waffles, the Company may
use dairy products, eggs, fruit and other filling ingredients, flour, shortening
and sweeteners, which ingredients are obtained from various sources. Although
the Company enters into some long-term contracts, the bulk of such raw materials
are purchased on the open market. While the cost of raw materials may increase
over time, the Company believes that it will be able to purchase an adequate
supply of such raw materials as needed. The Company also uses commodity futures
and options to hedge some of its raw materials costs. See Note 11 to the
Consolidated Financial Statements contained in the Company's Annual Report for
the fiscal year ended December 31, 1994 which Note is incorporated by reference
in Item 8 of this Report.
Raw materials and packaging needed for internationally based operations are
available in adequate supply and are sometimes imported from countries other
than those where used in manufacture.
Cereal processing ovens at major domestic and international facilities are
regularly fueled by natural gas or propane obtained from local utilities or
other local suppliers. Short-term standby propane storage exists at several
plants for use in the event of interruption in natural gas supplies.
Additionally, oil may be used to fuel certain plant operations in the event of
natural gas shortages at various plants or when its use presents economic
advantages.
Trademarks and Technology. Generally, the Company's products are marketed
under trademarks owned by the Company. The Company's principal trademarks are
its housemark, brand names, slogans and designs related to cereals and
convenience food products manufactured and marketed by the Company. These
trademarks include Kellogg's(R), for cereals and other products of the Company
and the brand names of certain ready-to-eat cereals, including All-Bran(R),
Kellogg's(R) Squares(TM), Apple Jacks(R), Apple Raisin Crisp(R), Apple Cinnamon
Rice Krispies(TM), Bran Buds(R), Complete(R) Bran Flakes, Cocoa Krispies(R),
Common Sense(R), Kellogg's Corn Flakes(R), Cracklin' Oat Bran(R), Kellogg's(R)
Cinnamon Mini-Buns, Crispix(R), Double Dip Crunch(R), Froot Loops(R), Kellogg's
Frosted Bran(R), Kellogg's Frosted Flakes(R), Frosted Krispies(R), Frosted Mini-
Wheats(R), Fruitful Bran(R), Fruity Marshmallow Krispies(R), Just Right(R),
Kenmei(R), Kellogg's(R) Low Fat Granola,
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Nut & Honey Crunch(R), Nut & Honey Crunch O's(R), Mueslix(R), Nutri-Grain(R),
Pops(R), Product 19(R), Kellogg's(R) Raisin Bran, Rice Krispies(R), Rice
Krispies Treats(TM), Smacks(R) and Special K(R). Additional Company trademarks
are the names of certain combinations of Kellogg's(R) ready-to-eat cereals,
including Handi-Pak(R), Snack-Pak(R), Fun Pak(R), Jumbo(R) and Variety(R). Other
Company brand names include Kellogg's(R) Corn Flake Crumbs; Croutettes(R) for
herb season stuffing mix; Kellogg's(R) Nutri-Grain(R) for cereal bars;
Pop-Tarts(R) for toaster pastries; Eggo(R), Special K(R) and Nutri-Grain(R) for
frozen waffles.
Company trademarks also include depictions of certain animated characters
in conjunction with the Company's products, including Snap!(R) Crackle!(R)
Pop!(R) for Kellogg's(R) Frosted Krispies(R), Fruity Marshmallow Krispies(R) and
Rice Krispies(R); Tony the Tiger(R) for Kellogg's Frosted Flakes(R); Toucan
Sam(R) for Froot Loops(R); Dig 'Em!(R) for Smacks(R); and Coco(TM) for Cocoa
Krispies(R).
The slogans "The Best To You Each Morning"(R), and "They're GR-R-R-EAT!"(R)
used in connection with the Company's ready-to-eat cereals, are also important
Company trademarks. The Company's use of the advertising theme "Get A Taste For
The Healthy Life"(TM) represents part of its effort to establish throughout the
United States and the world the concept of a nutritious breakfast.
The Company considers that, taken as a whole, the rights under its various
patents, which expire from time to time, are a valuable asset, but the Company
does not believe that its businesses are materially dependent upon any single
patent or group of related patents. The Company's activities under licenses or
other franchises or concessions are not material.
Seasonality. Demand for the Company's products is approximately level
throughout the year.
Working Capital. Although terms vary around the world, in the United States
the Company requires payment for goods sold eleven days subsequent to the date
of invoice, with a 2% discount allowed for payment within ten days. Receipts
from goods sold, supplemented as required by borrowings, provide for the
Company's payment of dividends, capital expansion and for other operating
expenses and working capital needs.
Customers. The Company is not dependent on any single customer or a few
customers for a material part of its sales. Products of the Company are sold
through its own sales forces and through broker and distributor arrangements and
are generally resold to consumers in retail stores, restaurants and other food
service establishments.
Backlog. For the most part, orders are filled within a few days of their
receipt and are subject to cancellation at any time prior to shipment. The
backlog of any unfilled orders at any particular time is not material to the
Company.
Competition. The Company has experienced intense competition for sales of
all of its principal products in its major markets, both domestically and
internationally. The Company's products compete with advertised and branded
products of a similar nature as well as unadvertised and private label products,
which are typically distributed at lower prices, and generally with other food
products with different characteristics. Principal methods and factors of
competition include, among others, new product introductions, product quality,
composition and nutritional value, price, advertising and promotion. The Company
is the world's largest manufacturer and marketer of ready-to-eat cereals.
Research and Development. Research to support and expand the use of the
Company's existing products and to develop new food products is carried on at
the Company's research laboratories and pilot plant facilities in Battle Creek,
Michigan, and at other plant locations around the world. The Company's
expenditures for research and development were approximately $71.7 million in
1994, and, on a comparable basis, were $59.2 million in 1993 and $56.7 million
in 1992.
Environmental Matters. The Company's facilities are subject to various
foreign, federal, state and local laws and regulations regarding the discharge
of material into the environment and the protection of the environment in other
ways. The Company is not a party to any material proceedings arising under these
regulations. The Company believes that compliance with existing environmental
laws and regulations will not materially affect the financial condition or the
competitive position of the Company. In 1995, the Company
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expects to spend approximately $24.0 million for capital expenditures related to
environmental controls, approximately $8.0 million of which is expected to be
spent on a waste water recycling facility at the Company's plant in Bremen,
Germany and $7.3 million of which is expected to be spent on a grain fines
collection system at the Company's plant in Memphis, Tennessee. The Company is
currently in substantial compliance with all material environmental regulations
affecting the Company and its properties.
Employees. At December 31, 1994, the Company had approximately 15,657
employees.
Segment and Geographic Information. The Company operates in a single
industry, which is the manufacture and marketing of convenience food products
throughout the world. Net sales and operating profit for the years 1994, 1993,
and 1992, and identifiable segment assets and corporate assets, consisting
principally of equity investments, cash, and temporary investments, at the
related year-ends are presented in Note 13 of the Consolidated Financial
Statements captioned "Operating Segments" and incorporated by reference in Item
8 of this Report.
ITEM 2. PROPERTIES
The Company's corporate headquarters and principal research and development
facilities are located in Battle Creek, Michigan.
The Company operates manufacturing plants and warehouses totalling more
than ten million (10,000,000) square feet of building area in the United States
and other countries. The Company's plants have been designed and constructed to
meet its specific production requirements, and the Company periodically invests
money for capital and technological improvements. At the time of its selection,
each location was considered to be favorable, based on the location of markets,
sources of raw materials, availability of suitable labor, transportation
facilities, location of other Company plants producing similar products and
other factors. Manufacturing facilities of the Company in the United States
include five cereal plants and warehouses located in Battle Creek, Michigan;
Lancaster, Pennsylvania; Memphis, Tennessee; Omaha, Nebraska; and San Leandro,
California. Other of the Company's convenience foods are also manufactured in
the United States at various plant locations.
Outside the United States, the Company has additional manufacturing
locations, some with warehousing facilities, in Argentina, Australia, Brazil,
Canada, Colombia, Denmark, Germany, Great Britain, Guatemala, India, Italy,
Japan, Latvia, Mexico, South Africa, South Korea, Spain and Venezuela. A new
cereal plant in China is currently under construction and is expected to
commence operation in summer 1995.
The principal properties of the Company, including its major office
facilities, are held in fee and none is subject to any major encumbrance.
Distribution centers and offices of non-plant locations typically are leased.
The Company considers its facilities generally suitable, adequate and of
sufficient capacity for its current operations.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceedings which, if
decided adversely, would be material to the Company on a consolidated basis, nor
are any of the Company's properties or subsidiaries subject to any such
proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
Executive Officers of the Registrant -- The names, ages as of March 1, 1995
and positions of the executive officers of the Company are listed below together
with their business experience. Executive officers are elected annually by the
Board of Directors at the meeting immediately following the Annual Meeting of
Stockholders.
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EXECUTIVE OFFICERS
Arnold G. Langbo
Chairman of the Board, President and Chief Executive Officer..................57
Mr. Langbo has been employed by the Company and certain of its subsidiaries
since 1956. He was named Executive Vice President and President, Kellogg
International Division, in 1986. He was named President and Chief Operating
Officer in December 1990 and became Chairman of the Board and Chief Executive
Officer on January 1, 1992.
Charles W. Elliott
Executive Vice President - Administration, Chief Financial Officer............63
Mr. Elliott joined the Company as Executive Vice President -Administration
in February 1987 and was named Chief Financial Officer of the Company in
December 1988.
William A. Camstra
Executive Vice President, President - Kellogg Latin America...................62
Mr. Camstra has been employed by the Company and certain of its
subsidiaries since 1956. He was named a Vice President and Director of Latin
American Operations in 1983. He was named Executive Vice President of the
Company on January 1, 1992 and President, Kellogg Latin America in July 1994.
Donald G. Fritz
Executive Vice President, President - Kellogg Europe..........................47
Mr. Fritz first joined Kellogg Canada Inc. in 1979. He was named General
Manager - Kellogg (Aust.) Pty. Limited in 1984, and Director of Australasia in
1989, and a Vice President of the Company in January 1990. He was named
Executive Vice President of the Company on January 1, 1992, and President,
Kellogg Europe in July 1994.
Carlos M. Gutierrez
Executive Vice President, President - Kellogg Asia-Pacific....................41
Mr. Gutierrez joined Kellogg de Mexico in 1975. In January 1989, he was
appointed President and Chief Executive Officer of Kellogg Canada Inc. He was
promoted to Vice President, Kellogg Company and Executive Vice President - Sales
and Marketing, Kellogg USA in July 1990. In 1993, Mr. Gutierrez was promoted to
Executive Vice President, Kellogg USA and General Manager, Kellogg USA Cereal
Division. In September 1994, Mr. Gutierrez was appointed Executive Vice
President of Kellogg Company and President, Kellogg Asia-Pacific.
Thomas A. Knowlton
Executive Vice President, President - Kellogg North America...................48
Mr. Knowlton joined Kellogg Canada Inc. in 1980 and became its President
and Chief Executive Officer and also a Vice President of the Company in 1983. In
January 1989, he was named Managing Director, Kellogg Company of Great Britain
Limited and continued as a Vice President of the Company. He was named an
Executive Vice President of the Company on January 1, 1992 and President,
Kellogg North America in July 1994.
Donald W. Thomason
Executive Vice President - Corporate Services and Technology..................51
Mr. Thomason has been employed by the Company since 1966. He was named a
Vice President and Executive Vice President - Operations in the Company's U.S.
Food Products Division in January 1989. He was named Executive Vice President -
Corporate Services and Technology in 1990.
Richard M. Clark
Senior Vice President, General Counsel and Secretary..........................57
Mr. Clark joined the Company as Senior Vice President, General Counsel and
Secretary in September 1989.
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Robert L. Creviston
Senior Vice President - Human Resources.......................................53
Mr. Creviston joined the Company as Vice President - Employee Relations in
1982. He was named Senior Vice President - Human Resources in August 1991.
Daryl R. Schaller
Senior Vice President - Scientific Affairs....................................51
Dr. Schaller has been employed by the Company since 1972. He was named
Senior Vice President - Science and Technology in 1986, Senior Vice President -
Research, Quality and Nutrition in January 1990, and Senior Vice President -
Scientific Affairs in April 1994.
Joseph M. Stewart
Senior Vice President - Corporate Affairs.....................................52
Mr. Stewart has been employed by the Company since 1980. He was named Vice
President - Public Affairs in 1985 and Senior Vice President - Corporate Affairs
in 1988.
Michael J. Teale
Senior Vice President - Worldwide Operations and Technology...................50
Mr. Teale joined Kellogg Company of Great Britain Limited in 1966. In
January 1990, he was named a Vice President-Cereal Manufacturing of the
Company's U.S. Food Products Division, and in September 1994, he was named
Senior Vice President - Worldwide Operations and Technology.
Charles E. French
Vice President - Finance and Treasurer........................................50
Mr. French has been employed by the Company and various subsidiaries of the
Company since 1966. In 1988, he was named Director - Administration, Kellogg
Company of Great Britain Limited. In 1992, he also became Director - Finance of
Kellogg Europe, and in September 1993, he was named Vice President - Finance and
Treasurer of the Company.
Alan Taylor
Vice President and Corporate Controller.......................................43
Mr. Taylor has been employed by the Company and certain of its subsidiaries
since 1982. He served as Director - Finance of Kellogg (Aust.) Pty. Ltd. from
1988 until 1993. He became Controller of the Company in August 1993, and was
named a Vice President in July 1994.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
The information called for by this Item is set forth in Note 12 to the
Consolidated Financial Statements of the Company which is incorporated by
reference into Item 8 of this Report.
ITEM 6. SELECTED FINANCIAL DATA
The information called for by this Item is incorporated herein by reference
from page 15 of the Company's Annual Report to Stockholders for the fiscal year
ended December 31, 1994. Such information should be read in conjunction with the
Consolidated Financial Statements and Notes thereto of the Company included in
Item 8 of this Report, incorporated by reference from the Company's Annual
Report to Stockholders.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information called for by this Item is incorporated herein by reference
from pages 16 through 18 of the Company's Annual Report to Stockholders for the
fiscal year ended December 31, 1994.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information called for by this Item is incorporated herein by reference
from pages 19 through 28 of the Company's Annual Report to Stockholders for the
fiscal year ended December 31, 1994. Supplementary quarterly financial data,
which is also incorporated herein by reference, is set forth in Note 12 to the
Consolidated Financial Statements on page 27 of the Annual Report to
Stockholders.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors -- See the Company's Proxy Statement dated March 13, 1995 for the
Annual Meeting of Stockholders to be held on April 21, 1995, under the captions
"Nominees for Election to the Board of Directors" and "Continuing Directors of
the Company" on pages 5 through 8, which information is incorporated herein by
reference.
Executive Officers of the Registrant -- See "Executive Officers of the
Registrant" under Item 4A at pages 4 through 6 of this Report.
Compliance with Section 16(a) of the Securities Exchange Act -- See the
Company's Proxy Statement, dated March 13, 1995 for the Annual Meeting of
Stockholders to be held on April 21, 1995 at page 22, under the caption
"Compliance with Section 16(a) of the Securities Exchange Act of 1934," which
information is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
See the Company's Proxy Statement dated March 13, 1995 for the Annual
Meeting of Stockholders to be held on April 21, 1995, under the captions
"Executive Compensation" and "Selected Benefit Plans and Agreements" at pages 13
through 15 and 20 through 22, which information, except for that portion
captioned "Report of the Compensation Committee on Executive Compensation," is
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
See the Company's Proxy Statement dated March 13, 1995 for the Annual
Meeting of Stockholders to be held on April 21, 1995, under the caption "Voting
Securities And Ownership Thereof By Certain Persons" at pages 1 through 4, which
information is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See the Company's Proxy Statement dated March 13, 1995 for the Annual
Meeting of Stockholders to be held on April 21, 1995, under the captions "About
The Board of Directors" at page 10, "Selected Benefit Plans and Agreements" at
pages 21 through 22, and footnote 9 to the Summary Compensation Table at page
14, which information is incorporated herein by reference.
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PART IV
ITEM 14. EXHIBITS, CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES, AND REPORTS
ON FORM 8-K
THE FOLLOWING CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES,
TOGETHER WITH THE REPORT THEREON OF PRICE WATERHOUSE LLP DATED FEBRUARY 3,
1995, APPEARING ON PAGES 19 THROUGH 28, INCLUSIVE, OF THE COMPANY'S ANNUAL
REPORT TO STOCKHOLDERS FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994 ARE
INCORPORATED HEREIN BY REFERENCE:
(A)1. CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Earnings and Retained Earnings for 1994, 1993, and 1992.
Consolidated Balance Sheet for December 31, 1994 and December 31, 1993.
Consolidated Statement of Cash Flows for 1994, 1993, and 1992.
Notes to Consolidated Financial Statements.
(A)2. CONSOLIDATED FINANCIAL STATEMENT SCHEDULE
The Financial Schedule and related Report of Independent Accountants filed
as part of this Report are as follows:
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Schedule VIII - Valuation Reserve................................................. 11
Report of Independent Accountants................................................. 12
This Consolidated Financial Statement Schedule should be read in
conjunction with the Consolidated Financial Statements included in the Company's
Annual Report to Stockholders for the fiscal year ended December 31, 1994.
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All other financial statement schedules are omitted because they are not
applicable or the required data is shown in the Company's Consolidated Financial
Statements or the Notes thereto.
(A)3. EXHIBITS
EXHIBIT NO. DESCRIPTION
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3.01 Amended and Restated Certificate of Incorporation of Kellogg Company,
incorporated by reference to Exhibit 3.01 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1991, Commission file number 1-4171.
3.02 Bylaws of Kellogg Company, as amended, incorporated by reference to Exhibit 3.02
to the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1993, Commission file number 1-4171.
4.01 Indenture dated as of March 1, 1988 between the Company and Bankers Trust
Company, incorporated by reference to Exhibit 4(a) to the Company's Registration
Statement on Form S-3, Commission file number 33-20731.
4.02 Form of Debt Security, incorporated by reference to Exhibit 4(d) to the
Company's Registration Statement on Form S-3, Commission file number 33-20731.
4.03 Supplemental Indenture, dated January 30, 1989, between the Company and Bankers
Trust Company, incorporated by reference to Exhibit B to the Company's Current
Report on Form 8-K, Commission file number 1-4171, dated January 31, 1989.
4.04 Instrument of Resignation, Acceptance and Appointment, dated as of January 31,
1989, between the Company, Bankers Trust Company and NBD Bank, N.A. (formerly
known as National Bank of Detroit), incorporated by reference to Exhibit A to
the Company's Current Report on Form 8-K, Commission file number 1-4171, dated
January 31, 1989.
4.05 Agency Agreement, dated as of January 31, 1989, between NBD Bank, N.A. (formerly
known as National Bank of Detroit) and Bankers Trust Company, incorporated by
reference to Exhibit C to the Company's Current Report on Form 8-K, Commission
file
number 1-4171, dated January 31, 1989.
10.01 Employment Agreements between the Company and C. W. Elliott, made and entered
into as of January 30, 1987, incorporated by reference to Exhibit 10.02 to the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1987, Commission file
number 1-4171.*
10.02 Kellogg Company Excess Benefit Retirement Plan, incorporated by reference to
Exhibit 10.01 to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1983, Commission file number 1-4171.*
10.03 Kellogg Company Supplemental Retirement Plan, incorporated by reference to
Exhibit 10.05 to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1990, Commission file number 1-4171.*
10.04 Kellogg Company Supplemental Savings and Investment Plan.*
10.05 Kellogg Company 1982 Stock Option Plan, as amended on December 7, 1990,
incorporated by reference to Exhibit 10.07 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1990, Commission file number
1-4171.*
10.06 Kellogg Company International Retirement Plan, incorporated by reference to
Exhibit 10.05 to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1984, Commission file number 1-4171.*
10.07 Kellogg Company Executive Survivor Income Plan, incorporated by reference to
Exhibit 10.06 to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1985, Commission file number 1-4171.*
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EXHIBIT NO. DESCRIPTION
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10.08 Kellogg Company Key Executive Benefits Plan, incorporated by reference to
Exhibit 10.09 to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1991, Commission file number 1-4171.*
10.09 Kellogg Company Key Employee Long Term Incentive Plan, incorporated by reference
to Exhibit 10.10 to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1991, Commission file number 1-4171.*
10.10 Deferred Compensation Plan for Non-Employee Directors, incorporated by reference
to Exhibit 10.10 to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993, Commission file number 1-4171.*
10.11 Agreement between the Company and G. E. Costley, made and entered into as of
July 7, 1994.*
13.01 Pages 15 through 28 of the Company's Annual Report to Stockholders for the
fiscal year ended December 31, 1994.
21.01 Domestic and Foreign Subsidiaries of the Company.
23.01 Consent of Price Waterhouse LLP.
23.02 Consent of Price Waterhouse LLP.
24.01 Powers of Attorney authorizing Richard M. Clark to execute the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994 on behalf of the
Board of Directors, and each of them.
27.01 Financial Data Schedule.
99.01 Kellogg Company American Federation of Grain Millers Savings and Investment Plan
Annual Report on Form 11-K for the fiscal year ended October 31, 1994.
99.02 Kellogg Company Salaried Savings and Investment Plan Annual Report on Form 11-K
for the fiscal year ended October 31, 1994.
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* A management contract or compensatory plan required to be filed with this
Report.
THE COMPANY AGREES TO FURNISH TO THE SECURITIES AND EXCHANGE COMMISSION,
UPON ITS REQUEST, A COPY OF ANY INSTRUMENT DEFINING THE RIGHTS OF HOLDERS OF
LONG-TERM DEBT OF THE COMPANY AND ITS SUBSIDIARIES AND ANY OF ITS UNCONSOLIDATED
SUBSIDIARIES FOR WHICH FINANCIAL STATEMENTS ARE REQUIRED TO BE FILED.
THE COMPANY WILL FURNISH ANY OF ITS STOCKHOLDERS A COPY OF ANY OF THE ABOVE
EXHIBITS NOT INCLUDED HEREIN UPON THE WRITTEN REQUEST OF SUCH STOCKHOLDER AND
THE PAYMENT TO THE COMPANY OF THE REASONABLE EXPENSES INCURRED BY THE COMPANY IN
FURNISHING SUCH COPY OR COPIES.
(B) REPORT ON FORM 8-K
No report on Form 8-K was filed during the Company's fourth quarter for the
fiscal year ended December 31, 1994.
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SCHEDULE VIII -- VALUATION RESERVE
(in millions)
1994 1993 1992
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Balance at January 1................................................... $ 6.0 $ 6.2 $ 5.8
Addition charged to costs and expenses................................. 1.8 0.9 2.4
Doubtful accounts charged to reserves.................................. (0.9) (0.7) (1.0)
Currency translation adjustments....................................... (0.7) (0.4) (1.0)
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Balance at December 31................................................. $ 6.2 $ 6.0 $ 6.2
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REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE
To the Board of Directors
of Kellogg Company
Our audits of the consolidated financial statements referred to in our
report dated February 3, 1995 appearing in the 1994 Annual Report to
Stockholders of Kellogg Company (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the Financial Statement Schedule listed in Item 14(a)
of this Form 10-K. In our opinion, this Financial Statement Schedule presents
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.
PRICE WATERHOUSE LLP
Battle Creek, Michigan
February 3, 1995
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13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, this 27th day of March
1995.
KELLOGG COMPANY
By: /s/ ARNOLD G. LANGBO
--------------------------------------
Arnold G. Langbo
Chairman of the Board
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
NAME CAPACITY DATE
- ---------------------------------------- ----------------------------------- ---------------
/s/ ARNOLD G. LANGBO Chairman of the Board, Chief March 27, 1995
- ---------------------------------------- Executive Officer; Director
Arnold G. Langbo (Principal Executive Officer)
/s/ CHARLES W. ELLIOTT Executive Vice President, Chief March 27, 1995
- ---------------------------------------- Financial Officer; Director
Charles W. Elliott (Principal Financial Officer)
/s/ ALAN TAYLOR Vice President and Corporate March 27, 1995
- ---------------------------------------- Controller (Principal Accounting
Alan Taylor Officer)
Claudio X. Gonzalez Director
Gordon Gund Director
William E. LaMothe Director
Russell G. Mawby Director
Ann McLaughlin Director
J. Richard Munro Director
Harold A. Poling Director
Donald Rumsfeld Director
Timothy P. Smucker Director
Dolores D. Wharton Director
John L. Zabriskie Director
By: /s/ RICHARD M. CLARK March 27, 1995
- ----------------------------------------
Richard M. Clark
As Attorney-in-Fact
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EXHIBIT INDEX
ELECTRONIC(E)
PAPER(P)
INCORP. BY
EXHIBIT NO. DESCRIPTION REF.(IBRF)
- ----------- --------------------------------------------------------------------- -------------
3.01 Amended and Restated Certificate of Incorporation of Kellogg Company,
incorporated by reference to Exhibit 3.01 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1991,
Commission file number 1-4171. IBRF
3.02 Bylaws of Kellogg Company, as amended, incorporated by reference to
Exhibit 3.02 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993, Commission file number 1-4171. IBRF
4.01 Indenture dated as of March 1, 1988 between the Company and Bankers
Trust Company, incorporated by reference to Exhibit 4(a) to the
Company's Registration Statement on Form S-3, Commission file number
33-20731. IBRF
4.02 Form of Debt Security, incorporated by reference to Exhibit 4(d) to
the Company's Registration Statement on Form S-3, Commission file
number 33-20731. IBRF
4.03 Supplemental Indenture, dated January 30, 1989, between the Company
and Bankers Trust Company, incorporated by reference to Exhibit B to
the Company's Current Report on Form 8-K, Commission file number
1-4171, dated January 31, 1989. IBRF
4.04 Instrument of Resignation, Acceptance and Appointment, dated as of
January 31, 1989, between the Company, Bankers Trust Company and NBD
Bank, N.A. (formerly known as National Bank of Detroit), incorporated
by reference to Exhibit A to the Company's Current Report on Form
8-K, Commission file number 1-4171, dated January 31, 1989. IBRF
4.05 Agency Agreement, dated as of January 31, 1989, between NBD Bank,
N.A. (formerly known as National Bank of Detroit) and Bankers Trust
Company, incorporated by reference to Exhibit C to the Company's
Current Report on Form 8-K, Commission file number 1-4171, dated
January 31, 1989. IBRF
10.01 Employment Agreements between the Company and C. W. Elliott, made and
entered into as of January 30, 1987, incorporated by reference to
Exhibit 10.02 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1987, Commission file number 1-4171.* IBRF
10.02 Kellogg Company Excess Benefit Retirement Plan, incorporated by
reference to Exhibit 10.01 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1983, Commission file
number 1-4171.* IBRF
10.03 Kellogg Company Supplemental Retirement Plan, incorporated by
reference to Exhibit 10.05 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1990, Commission file
number 1-4171.* IBRF
10.04 Kellogg Company Supplemental Savings and Investment Plan.* E
10.05 Kellogg Company 1982 Stock Option Plan, as amended on December 7,
1990, incorporated by reference to Exhibit 10.07 to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1990, Commission file number 1-4171.* IBRF
10.06 Kellogg Company International Retirement Plan, incorporated by
reference to Exhibit 10.05 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1984, Commission file
number 1-4171.* IBRF
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15
ELECTRONIC(E)
PAPER(P)
INCORP. BY
EXHIBIT NO. DESCRIPTION REF.(IBRF)
- ----------- --------------------------------------------------------------------- -------------
10.07 Kellogg Company Executive Survivor Income Plan, incorporated by
reference to Exhibit 10.06 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1985, Commission file
number 1-4171.* IBRF
10.08 Kellogg Company Key Executive Benefits Plan, incorporated by
reference to Exhibit 10.09 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1991, Commission file
number 1-4171.* IBRF
10.09 Kellogg Company Key Employee Long Term Incentive Plan, incorporated
by reference to Exhibit 10.10 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1991, Commission file
number 1-4171.* IBRF
10.10 Deferred Compensation Plan for Non-Employee Directors, incorporated
by reference to Exhibit 10.10 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1993, Commission file
number 1-4171.* IBRF
10.11 Agreement between the Company and G. E. Costley, made and entered
into as of July 7, 1994.* E
13.01 Pages 15 through 28 of the Company's Annual Report to Stockholders
for the fiscal year ended December 31, 1994. E
21.01 Domestic and Foreign Subsidiaries of the Company. E
23.01 Consent of Price Waterhouse LLP. E
23.02 Consent of Price Waterhouse LLP. E
24.01 Powers of Attorney authorizing Richard M. Clark to execute the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 on behalf of the Board of Directors, and each of
them. E
27.01 Financial Data Schedule. E
99.01 Kellogg Company American Federation of Grain Millers Savings and
Investment Plan Annual Report on Form 11-K for the fiscal year ended
October 31, 1994. E
99.02 Kellogg Company Salaried Savings and Investment Plan Annual Report on
Form 11-K for the fiscal year ended October 31, 1994. E
- -------------------------
* A management contract or compensatory plan required to be filed with this
Report.
THE COMPANY WILL FURNISH ANY OF ITS STOCKHOLDERS A COPY OF ANY OF THE ABOVE
EXHIBITS NOT INCLUDED HEREIN UPON THE WRITTEN REQUEST OF SUCH STOCKHOLDER AND
THE PAYMENT TO THE COMPANY OF THE REASONABLE EXPENSES INCURRED BY THE COMPANY IN
FURNISHING SUCH COPY OR COPIES.
15