Free Writing Prospectus Filed Pursuant to Rule 433
Registration No. 333-209699
Supplementing the Preliminary Prospectus Supplement dated
November 7, 2016 (To Prospectus dated February 25, 2016)
$600,000,000
Kellogg Company
2.650% Notes due 2023
Pricing Term Sheet
November 7, 2016
| Issuer: | Kellogg Company | |
| Anticipated Ratings*: | Baa2 (Stable) / BBB (Stable) / BBB (Stable) (Moody’s / S&P / Fitch) | |
| Principal Amount: | $600,000,000 | |
| Trade Date: | November 7¸ 2016 | |
| Settlement Date: | November 15, 2016 (T+5) | |
| Maturity Date: | December 1, 2023 | |
| Coupon (Interest Rate): | 2.650% | |
| Price to Public: | 99.910% | |
| Yield to Maturity: | 2.664% | |
| Spread to Benchmark Treasury: | +107 bps | |
| Benchmark Treasury: | UST 1.625% due October 31, 2023 | |
| Benchmark Treasury Price and Yield: | 100-06+ / 1.594% | |
| Interest Payment Dates: | June 1 and December 1, beginning June 1, 2017 | |
| Make-Whole Call: | At any time at a discount rate of Treasury Rate plus 20 basis points, plus accrued and unpaid interest to the redemption date | |
| CUSIP/ISIN: | 487836 BS6 / US487836BS63 | |
| Joint Book-Running Managers: | HSBC Securities (USA) Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated U.S. Bancorp Investments, Inc. | |
| Co-Managers: | ING Financial Markets LLC SunTrust Robinson Humphrey, Inc. TD Securities (USA) LLC Academy Securities, Inc. Loop Capital Markets LLC | |
*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.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the issuer, any
underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling HSBC Securities (USA) Inc. toll-free at (866) 811-8049; Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at (800) 294-1322; or U.S. Bancorp Investments, Inc. toll-free at (877) 558-2607.
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