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Fitch Rates Kellogg's Proposed $750MM Notes 'BBB+'; Outlook Positive.

CHICAGO -- Fitch Ratings Fitch Ratings

An international rating agency for financial institutions, insurance companies, and corporate, sovereign, and municipal debt. Fitch Ratings has headquarters in New York and London and is wholly owned by FIMALAC of Paris.
 has assigned a 'BBB+' rating to Kellogg Company's (Kellogg) proposed $750 million five-year senior unsecured notes offering. The Rating Outlook on all Kellogg ratings is Positive.

Kellogg's ratings are as follows:

Kellogg Company For other uses, see Kellogg.
Kellogg Company (often referred to as simply Kellogg or Kellogg's) is an American multinational producer of breakfast foods, snack foods, cookies, and crackers, with corporate headquarters in Battle Creek, Michigan, USA.
:

--Long-term Issuer Default Rating (IDR IDR

In currencies, this is the abbreviation for the Indonesian Rupiah.

Notes:
The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion.
) at 'BBB+';

--Senior unsecured debt Unsecured debt

Debt that does not identify specific assets that the debtholder is entitled to in case of default.
 at 'BBB+';

--Bank credit facility at 'BBB+';

--Short-term IDR at 'F2';

--Commercial paper at 'F2'.

Kellogg Europe Company Limited (KECL):

--Long-term IDR at 'BBB+';

--Short-term IDR at 'F2';

--Commercial paper at 'F2'.

Kellogg Holding Company Limited:

--Long-term IDR at 'BBB+';

--Short-term IDR at 'F2';

--Commercial paper at 'F2'.

Total debt at Dec. 29, 2007 was $5.2 billion, including $1.4 billion of commercial paper.

The company intends to use the net proceeds Net Proceeds

The amount received after all costs are deducted from the sale of a piece of property or security.

Notes:
In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions).
 to repay a portion of its outstanding U.S. commercial paper. The proposed notes contain Change of Control language. Upon the occurrence of both a Change of Control and ratings downgrades below investment grade, unless Kellogg exercises its right to redeem the notes, the company will be required to make an offer to purchase the notes at a price equal to 101% of the aggregate principal amount plus accrued and unpaid interest. The notes will be issued under the company's indenture dated March 15, 2001, as supplemented by supplemental indenture No. 1 dated March 29, 2001. The indenture contains limitations on incurring secured debt and entering into certain transactions; however, there are no financial covenants.

For additional information see Fitch's press release dated Feb. 29, 2008 titled 'Fitch Affirms Kellogg's IDR at 'BBB+'; Outlook Positive' on the Fitch Ratings web site at www.fitchratings.com.

Fitch's rating definitions and the terms of use Terms of Use are rules set up by the owner of an intellectual property or service to govern how they may be legally used.

In many cases, terms of service are used as a contractual agreement between a company and users of a service they provide.
 of such ratings are available on the agency's public site, www.fitchratings.com. Published ratings, criteria and methodologies are available from this site, at all times. Fitch's code of conduct, confidentiality, conflicts of interest, affiliate firewall, compliance and other relevant policies and procedures Policies and Procedures are a set of documents that describe an organization's policies for operation and the procedures necessary to fulfill the policies. They are often initiated because of some external requirement, such as environmental compliance or other governmental  are also available from the 'Code of Conduct' section of this site.
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Publication:Business Wire
Date:Mar 3, 2008
Words:327
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