KELLOGG CO
11-K, 2000-04-28
GRAIN MILL PRODUCTS
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FORM 11-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

ANNUAL REPORT

PURSUANT TO SECTION 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR FISCAL YEAR ENDED OCTOBER 31, 1999
COMMISSION FILE NUMBER 1-4171

KELLOGG COMPANY SALARIED
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 Salaried
Savings and Investment Plan
Financial Statements
and Additional Information
October 31, 1999


Kellogg Company Salaried
Savings and Investment Plan

Index to Financial Statements and Additional Information

         
Page

Report of Independent Accountants 1
Financial statements as of October 31, 1999 and 1998 and for the years then ended:
Statement of net assets available for benefits 2
Statement of changes in net assets available for benefits 3
Notes to financial statements 4-9
Additional information:
Item 27a — Schedule of assets held for investment purposes — October 31, 1999 10
Item 27b — Schedule of loans or fixed income obligations - October 31, 1999 11
Item 27d — Schedule of reportable transactions - year ended October 31, 1999 12


Report of Independent Accountants

To the Trustees and Participants of the
Kellogg Company Salaried 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 Salaried Savings and Investment Plan at October 31, 1999 and 1998, 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. 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 auditing standards generally accepted in the United States which 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 the opinion expressed above.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes, loans or fixed income obligations and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are 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. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

PricewaterhouseCoopers LLP

Battle Creek, Michigan
April 26, 2000


Kellogg Company Salaried
Savings and Investment Plan

Statement of Net Assets Available for Benefits

                     
October 31,

1999 1998


Assets:
Receivables:
Employer contributions $ 113,039 $ 117,351
Employee contributions 288,185 297,580
Interest 8,582 1,521


Total receivables 409,806 416,452


Investments:
Plan’s interest in Master Trust 505,161,570 466,657,474
Loans to participants 4,405,252 4,714,004
Cash 19


Total investments 509,566,841 471,371,478


Total assets 509,976,647 471,787,930


Liabilities:
Benefits payable $ 81,180 $ 124,349
Investment services fees 169,984 321,101


Total liabilities 251,164 445,450


Net assets available for benefits $ 509,725,483 $ 471,342,480


See accompanying notes to financial statements

2


Kellogg Company Salaried
Savings and Investment Plan

Statement of Changes in Net Assets Available for Benefits

                     
October 31,

1999 1998


Contributions:
Employer $ 6,417,950 $ 7,026,760
Employee 16,054,098 16,315,254
Loans repaid 1,521
Rollovers from other qualified plans 1,930,412 2,078,031


Total contributions 24,402,460 25,421,566


Earnings on Investments:
Plan’s interest in income of Master Trust 65,573,673 25,921,688
Interest income 408,534 10,137,312
Trustee fees (101,642 ) (48,766 )
Administrative fees (394,591 ) (587,747 )


Total earnings on investments, net 65,485,974 35,422,487


Participant withdrawals (51,505,431 ) (38,759,279 )
Net transfers between Plans 163,694


Net increase 38,383,003 22,248,468
Net assets available for benefits at beginning of year 471,342,480 449,094,012


Net assets available for benefits at end of year $ 509,725,483 $ 471,342,480


See accompanying notes to financial statements

3


Kellogg Company Salaried
Savings and Investment Plan

Notes to Financial Statements

1. Summary of Significant Accounting Policies

Basis of Accounting

The Kellogg Company Salaried 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.

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 Income Fund of the Kellogg Company Master Trust.

The Plan presents in the statement of changes in net assets available for benefits the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments.

During 1998, the Plan’s investments in guaranteed insurance contracts were transferred to the Kellogg Company Master Trust.

Allocation of Net Investment Income to Participants

Subsequent to August 1, 1998, net investment income is allocated to participant accounts daily, in proportion to their respective ownership on that day. Prior to August 1, 1998, net investment income related to the respective investment options was allocated monthly to participant accounts in proportion to their respective ownership at the beginning of the month. This change was made concurrent with changes in the Plan that allows participants to make changes to investment elections on a daily basis. Previously, such changes were only permitted on a monthly basis.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with generally accepted accounting principles 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

Plan Administration

The Plan is administered by the ERISA Administrative Committee appointed by Kellogg Company.

Plan Participation

Generally, all salaried employees of Kellogg Company and its U.S. subsidiaries are eligible to participate in the Plan.

4


Kellogg Company Salaried
Savings and Investment Plan

Notes to Financial Statements

2. Provisions of the Plan (continued)

Subject to limitations prescribed by the Internal Revenue Service, participants may elect to contribute from 1 percent to 16 percent of their annual wages. Total deferrals in any taxable year may not exceed $10,000. Employee contributions not exceeding 5 percent of wages are matched by Kellogg Company at an 80 percent rate, 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. Following is a summary of the Plan’s investment options:

The Bond Index Fund invests only in top-rated securities, as well as certain mortgage-backed securities to compensate for yield. This fund seeks to meet or exceed the total return of the Lehman Brothers Government/Corporate Bond Index, a standard benchmark for this type of fund.

The Stable Value Fund invests primarily in investment contracts issued by a diversified group of insurance companies and other financial institutions. This fund seeks to provide a generally steady level of current income, plus stability of principal.

The U.S. Equity Index Fund buys and holds securities in the same capitalization weight ratio as they appear in the S&P 500 Index. Securities are traded only when there is contribution or redemption activity, a change in the composition of the S&P 500 Index or the receipt of dividend income.

The Kellogg Company Stock Fund provides returns in the form of dividend income and stock price changes. Return is based solely on the Company’s stock performance.

The Large Company Equity Fund is a value-oriented growth and income fund. The fund seeks investment opportunities in U.S. common stocks that are not overly recommended and are considered to be good values.

The Small Company Equity Fund invests primarily in common stocks of small, rapidly growing U.S. Companies. The fund seeks to provide long-term growth of capital and income by investing in U.S.-based equity securities.

The International Equity Fund invests in common and preferred stocks, convertibles, American Depositary Receipts, Global Depositary Receipts, bonds (generally rated “A” or better), government securities, nonconvertible preferred stocks, and cash. At least 65% of assets will be invested in issuers in Europe or the Pacific Basin.

The Conservative Pre-Mixed Fund is a combination of the Fixed Income Fund (10%), the Bond Index Fund (50%), the U.S. Equity Index Fund (20%), the International Equity Fund (10%) and the Small Company Equity Fund (10%).

5


Kellogg Company Salaried
Savings and Investment Plan

Notes to Financial Statements

2. Provisions of the Plan (continued)

The Aggressive Pre-Mixed Fund is a combination of the U.S. Equity Index Fund (25%), the Large Company Equity Fund (25%), the International Equity Fund (20%) and the Small Company Equity Fund (30%).

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. Loan transactions are treated as transfers between the Loan fund and the other funds. Loan terms range from 12 to 60 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 elect to withdraw all or a portion of their contributions made after October 31, 1978, plus related net investment income. The withdrawal of any participant contributions which were not previously subject to income tax is restricted by Internal Revenue Service regulations. Under certain circumstances and subject to approval by the Trustees, participants may request withdrawal of a portion of Company contributions and their own contributions made prior to November 1, 1978, including net investment income thereon.

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 less than $5,000, 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. In the event of termination of the Plan, the account of each participant will be fully vested.

3. Income Tax Status

The Plan administrator has received a favorable letter from the Internal Revenue Service dated November 25, 1996 regarding the Plan’s qualification under applicable income tax regulations as an entity exempt from federal income taxes.

6


Kellogg Company Salaried
Savings and Investment Plan

Notes to Financial Statements

4. Master Trust

Assets of the Plan have been combined for investment purposes with assets of the Kellogg Company American Federation of Grain Millers Savings and Investment Plan and Kellogg Company sponsored pension plans in a Master Trust.

The Plan has an undivided interest in the net assets held in the 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.

Master Trust net assets at October 31, 1999 and 1998 and the changes in net assets for the periods then ended are as follows:

7


Kellogg Company Salaried
Savings and Investment Plan

Notes to Financial Statements

4. Master Trust (continued)

KELLOGG COMPANY MASTER TRUST
SCHEDULE OF ASSETS AND LIABILITIES FOR MASTER TRUST INVESTMENT ACCOUNTS

                                     
Pension Plans Savings & Investment Plans


10/31/98 10/31/99 10/31/98 10/31/99




CASH/EQUIVALENTS:
Non-Interest Bearing ($110,637 ) $ 14,657 $ 0 $ 0
Interest Bearing Cash ($98,966 ) $ 36,158 $ 0 $ 0
Certificates of Deposit $ 0 $ 0 $ 0 $ 0




TOTAL CASH/EQUIVALENTS ($209,603 ) $ 50,815 $ 0 $ 0




RECEIVABLES $ 54,324,724 $ 23,574,559 $ 545,837 $ 1,038,888




GENERAL INVESTMENTS:
Long Term U.S. Gov’t Securities $ 77,973,815 $ 61,379,222 $ 21,817,176 $ 14,548,720
Short Term U.S. Gov’t Securities $ 3,796,364 $ 0 $ 0 $ 0
Long Term U.S. Municipal Securities $ 57,499,636 $ 0 $ 0 $ 0
Corporate Debt — Long Term $ 38,641,199 $ 106,986,013 $ 8,163,564 $ 7,132,367
Corporate Debt — Short Term $ 4,390,163 $ 1,072,045 $ 100,018 $ 72,075
Corporate Stocks — Preferred $ 730,758 $ 463,000 $ 0 $ 0
Corporate Stocks — Convertible $ 922,024 $ 1,300,767 $ 0 $ 0
Corporate Stocks — Common $ 589,754,595 $ 703,540,062 $ 418,732,477 $ 515,745,616
Real Estate Pooled Funds $ 11,893,402 $ 11,121,415 $ 0 $ 0
Value of Interest in Pooled Funds $ 31,842,084 $ 8,857,891 $ 25,600,238 $ 31,630,627
Guaranteed Investment Contracts $ 0 $ 0 $ 596,453,446 $ 568,829,667




TOTAL INVESTMENTS $ 817,444,040 $ 894,720,415 $ 1,070,866,919 $ 1,137,959,072




TOTAL ASSETS $ 871,559,161 $ 918,345,789 $ 1,071,412,756 $ 1,138,997,960




PAYABLES
Unsettled Trades ($103,673,829 ) ($38,878,979 ) ($121,036 ) ($143,636 )
Investment Service Fees ($843,282 ) ($847,748 )




TOTAL LIABILITIES ($104,517,111 ) ($39,726,727 ) ($121,036 ) ($143,636 )




NET ASSETS $ 767,042,050 $ 878,619,061 $ 1,071,291,720 $ 1,138,854,324




Percentage Interest held by the Plan 43.6 % 44.4 %
                     
Total

10/31/98 10/31/99


CASH/EQUIVALENTS:
Non-Interest Bearing ($110,637 ) $ 14,657
Interest Bearing Cash ($98,966 ) $ 36,158
Certificates of Deposit $ 0 $ 0


TOTAL CASH/EQUIVALENTS ($209,603 ) $ 50,815


RECEIVABLES $ 54,870,561 $ 24,613,447


GENERAL INVESTMENTS:
Long Term U.S. Gov’t Securities $ 99,790,991 $ 75,927,942
Short Term U.S. Gov’t Securities $ 3,796,364 $ 0
Long Term U.S. Municipal Securities $ 57,499,636 $ 0
Corporate Debt — Long Term $ 46,804,763 $ 114,118,380
Corporate Debt — Short Term $ 4,490,181 $ 1,144,120
Corporate Stocks — Preferred $ 730,758 $ 463,000
Corporate Stocks — Convertible $ 922,024 $ 1,300,767
Corporate Stocks — Common $ 1,008,487,072 $ 1,219,285,678
Real Estate Pooled Funds $ 11,893,402 $ 11,121,415
Value of Interest in Pooled Funds $ 57,442,322 $ 40,488,518
Guaranteed Investment Contracts $ 596,453,446 $ 568,829,667


TOTAL INVESTMENTS $ 1,888,310,959 $ 2,032,679,487


TOTAL ASSETS $ 1,942,971,917 $ 2,057,343,748


PAYABLES
Unsettled Trades ($103,794,865 ) ($39,022,615 )
Investment Service Fees ($843,282 ) ($847,748 )


TOTAL LIABILITIES ($104,638,147 ) ($39,870,363 )


NET ASSETS $ 1,838,333,770 $ 2,017,473,385


Percentage Interest held by the Plan 32.9 % 25.0 %

8


Kellogg Company Salaried
Savings and Investment Plan

Notes to Financial Statements

4. Master Trust (continued)

KELLOGG COMPANY MASTER TRUST
SCHEDULE OF INCOME AND EXPENSES, CHANGES IN NET ASSETS
AND NET INCREASE (DECREASE) IN NET ASSETS OF MASTER TRUST INVESTMENT ACCOUNTS

                                   
Pension Plans Savings & Investment Plans


10/31/98 10/31/99 10/31/98 10/31/99




Transfer of Assets Into Investment Account $ 255,942,199 $ 58,559,477 $ 983,281,696 $ 418,241,471
Earnings on Investments
Interest $ 11,632,552 $ 11,651,791 $ 15,642,346 $ 39,044,057
Dividends $ 4,119,739 $ 2,889,101 $ 2,870,015 $ 3,356,244
Corporate Actions $ 863,853 $ 1,307,988 $ 0 $ 0
Pooled Fund Distributions ($1,419,783 ) $ 698,314 $ 0 $ 0
Miscellaneous $ 27,366 $ 4,496 $ 84,218 $ 80
Net Realized Gain/(Loss) $ 60,398,447 $ 32,986,430 $ 144,506,990 $ 18,365,583




TOTAL ADDITIONS $ 331,564,373 $ 108,097,597 $ 1,146,385,265 $ 479,007,355




Transfer of Assets Out of Investment Account ($301,407,880 ) ($102,383,002 ) ($371,933,159 ) ($488,585,583 )
Fees and Commissions ($2,981,585 ) ($3,251,323 ) ($572,075 ) ($482,824 )




TOTAL DISTRIBUTIONS ($304,389,465 ) ($105,634,325 ) ($372,505,234 ) ($489,068,407 )




Change in Unrealized Appreciation ($34,386,432 ) $ 109,113,739 ($120,490,906 ) $ 77,623,576




NET CHANGE IN ASSETS ($7,211,524 ) $ 111,577,011 $ 653,389,125 $ 67,562,524
Net Assets at Beginning of Year $ 774,253,574 $ 767,042,050 $ 417,902,595 $ 1,071,291,720




Net Assets at End of Year $ 767,042,050 $ 878,619,061 $ 1,071,291,720 $ 1,138,854,244




                   
Total

10/31/98 10/31/99


Transfer of Assets Into Investment Account $ 1,239,223,895 $ 476,800,948
Earnings on Investments
Interest $ 27,274,898 $ 50,695,848
Dividends $ 6,989,754 $ 6,245,345
Corporate Actions $ 863,853 $ 1,307,988
Pooled Fund Distributions ($1,419,783 ) $ 698,314
Miscellaneous $ 111,584 $ 4,576
Net Realized Gain/(Loss) $ 204,905,437 $ 51,352,013


TOTAL ADDITIONS $ 1,477,949,638 $ 587,105,032


Transfer of Assets Out of Investment Account ($673,341,039 ) ($590,968,585 )
Fees and Commissions ($3,553,660 ) ($3,734,147 )


TOTAL DISTRIBUTIONS ($676,894,699 ) ($594,702,732 )


Change in Unrealized Appreciation ($154,877,338 ) $ 186,737,315


NET CHANGE IN ASSETS $ 646,177,601 $ 179,139,615
Net Assets at Beginning of Year $ 1,192,156,169 $ 1,838,333,770


Net Assets at End of Year $ 1,838,333,770 $ 2,017,473,385


9


Kellogg Company Salaried
Savings and Investment Plan

Item 27a — Schedule of Assets Held for Investment Purposes — October 31, 1999

                                 
Market Unrealized
Security Description Cost Price Value Gain/Loss





Loans to participants $ 4,405,252 $ 4,405,252 $



10


Kellogg Company Salaried
Savings and Investment Plan

Item 27b — Schedule of Loans or Fixed Income Obligations — October 31, 1999

                                                                 
Amount Received
Original During Reporting Unpaid
Identity and Address Amount Year Balance at Terms Amount
of Obligor of Loan Principal Interest Year End Loan Date Interest Rate Maturity Overdue









Sandra L. Redmond $ 6,000 $ 312 $ 72 $ 4,344 8/31/97 9.50 % 9/30/00 $ 4,344
363 N. Capitol Ave Athens, MI 49011

11


Kellogg Company Salaried
Savings and Investment Plan

Item 27d — Schedule of Reportable Transactions — Year Ended October 31, 1999

                                 
Current Value at Transaction Date Cost of Net
Net Net Securities Realized
Identity of Issue Purchase Price Sales Price Sold Gain





None

12



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