On February 11, 2013, Kellogg Company (the "Company") priced offerings of $250,000,000 of Floating Rate Senior Notes due 2015 and $400,000,000 of 2.750% Senior Notes due 2023 (collectively, the "Notes"). In connection with such offerings, the Company entered into an Underwriting Agreement, dated February 11, 2013 with Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters mentioned therein. The Notes were registered under the Securities Act of 1933, as amended, pursuant to the Company's Registration Statement on Form S-3 (File No. 333-181377) filed on May 14, 2012.

On February 12, 2013, the Company filed with the Securities and Exchange Commission a Prospectus Supplement dated February 11, 2013 in connection with the public offering of the Notes.

The Notes were issued on February 14, 2013 under an indenture, dated as of May 21, 2009, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by an Officers' Certificate, dated February 14, 2013 (the "Officers' Certificate").

For a complete description of the terms and conditions of the Underwriting Agreement, the Notes and the Officers' Certificate, please refer to the Prospectus Supplement and such documents, each of which is filed with this Form 8-K and incorporated herein by reference.

Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the Company, for which they received or will receive customary fees and expenses.

(d) Exhibits.

Exhibit 1.1     Underwriting Agreement, dated February 11, 2013, by and among
                Kellogg Company, Deutsche Bank Securities Inc., Morgan Stanley &
                Co. LLC and Wells Fargo Securities, LLC.

Exhibit 4.1     Officers' Certificate of Kellogg Company (with form of Floating
                Rate Senior Notes due 2015 and 2.750% Senior Notes due 2023).

Exhibit 12.1    Calculation of Ratio of Earnings to Fixed Charges.