KELLANOVA — Regulatory Filings 2007

Dec 21, 2007

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Gary H. Pilnick Senior Vice President General Counsel Corporate Development and Secretary

December 21, 2007

VIA EDGAR AND FACSIMILE

Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Mail Stop 7010 Washington, D.C. 20549

Attention: Carmen Moncada-Terry

Re:
Definitive Proxy Statement on Schedule 14A
Filed on March 19, 2007
File No. 001-04171

Ladies and Gentlemen:

As Senior Vice President, General Counsel, Corporate Development and Secretary of Kellogg Company (the “ Company ”), I am responding to the letter from the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “ Staff ”) dated December 7, 2007, containing additional comments on the above-referenced filing. The responses below correspond to the captions and numbers of those comments (which are reproduced below in bold). As noted in the Company’s responses below, all proposed revisions refer to the Company’s intended method for complying with the Staff’s comments in the Company’s future filings with the Commission, if appropriate given the then current facts and circumstances.

Our Compensation Methodology, page 18

1. We note the responsive disclosure to prior comment 3. You state that the “Committee utilizes an industry survey prepared by Hewitt & Associates to help determine the appropriate level of benefits. The industry survey contains detailed retirement income benefit practices for a broad-based group of consumer products companies extending beyond Kellogg’s compensation peer group.” Consistent with Item 402(b)(2)(xiv) of Regulation S-K, please identify those companies comprising the “broad-based group of consumer products companies.”

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Securities and Exchange Commission December 21, 2007 Page 2

| Response: To address the Staff’s additional comment and prior comment 3, the Company will
provide in future filings the following revised and supplemental disclosure: |
| --- |
| “The NEOs participate in the same plans as all U.S. salaried employees. NEOs are eligible
to receive market-based benefits when they retire from Kellogg. The Committee utilizes an
industry survey prepared by Hewitt & Associates to help determine the appropriate level of
benefits. The industry survey contains detailed retirement income benefit practices for a
broad-based group of consumer products companies, which includes Kellogg, the companies in
our compensation peer group (other than The Coca-Cola Co.) and the following additional
consumer products companies: Armstrong World Industries, Inc., The Gillette Company, S.C.
Johnson Consumer Products, L’Oreal USA, Inc., Nestle USA, Inc., Pfizer, Inc., R. J. Reynolds
Tobacco Company and Unilever United States, Inc. Rather than commissioning a customized
survey, the Committee uses the same survey used by Kellogg to set these benefits for all
U.S. salaried employees. Since our NEOs participate in the same plans (with exceptions
noted) as all of our U.S. salaried employees, the industry survey is a cost-effective way to
set these benefits. Based on the industry survey, the Committee targets the median
retirement income replacement among similarly situated executives. The targeted amount of
the total retirement benefits is provided through a combination of qualified and
non-qualified defined contribution plans and qualified and non-qualified defined benefit
plans.” |

Annual Incentives, page 21

| 2. |
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| Response: The objective measures, such as internal operating profit, internal net sales and
cash flow, established for Section 162(m) purposes within the first 90 days of the fiscal
year for both the AIP and EPP are based on forward-looking financial metrics contained in
the Company’s confidential operating plan (collectively, the “Confidential Targets”). For
the reasons set forth below, the Company believes that disclosure of these |

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Securities and Exchange Commission December 21, 2007 Page 3

| Confidential Targets would be detrimental and cause substantial harm to the Company and
consequently its shareowners. |
| --- |
| Statutory Provisions and Legal Interpretation of Commercial or Financial Information |
| The Commission is authorized and has adopted regulations to afford confidential treatment to
any information that would be exempt from mandatory disclosure under the Freedom of
Information Act (“FOIA”). Exemption 4 of the FOIA exempts from the class of materials which
public agencies must publicly disclose “[t]rade secrets and commercial or financial
information obtained from a person and privileged or confidential.” 5 U.S.C. § 552(b)(4) (1977). Exemption 4 is intended to protect both the interests of commercial entities that
submit proprietary or other commercially valuable information to the government and the
interests of the government in receiving continued access to such data. |
| The test set forth in Exemption 4 has two principal parts. First, in order for the
exemption to be available, information for which confidential treatment is sought must
constitute “trade secrets” and/or “commercial or financial information.” See, e.g., Nat’l
Parks and Conservation Ass’n v. Morton, 498 F.2d 765 (D.C. Cir. 1974). The terms
“commercial or financial information” found in Exemption 4 of the FOIA will be used in this
letter as they have been defined in court decisions. The United States Court of Appeals for
the District of Columbia has held that these terms should be given their ordinary meanings,
and has specifically rejected the argument that the term “commercial” be confined to records
that “reveal basic commercial operations,” holding instead that records are commercial so
long as the submitter has a “commercial interest” in them. Public Citizen Health Research
Group v. Food and Drug Administration, 704 F.2d 1280, 1290 (D.C. Cir. 1983). |
| Second, the information must be “privileged” or “confidential,” with the term “confidential”
being interpreted by courts in accordance with uniform criteria. Under such criteria,
commercial or financial information will be deemed “confidential” if disclosure thereof
would be likely “to cause substantial harm to the competitive position of the person from
whom the information was obtained.” Nat’l Parks and Conservation Ass’n. v. Morton, 498 F.2d
765, 770 (D.C. Cir. 1974); see also Critical Mass Energy Report v. Nuclear Regulatory
Comm’n., 975 F.2d 871 (D.C. Cir. 1992); McDonnell Douglas Corp. v. National Aeronautics &
Space Admin., 180 F.3d 303, 306-07 (D.C. Cir. 1999) (court found that where information
“would be to the competitor’s advantage . . . it follows that appellant will be
competitively harmed by that disclosure,” and held such information to be confidential). |

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Securities and Exchange Commission December 21, 2007 Page 4

| Analysis Regarding Confidential Targets |
| --- |
| The Company respectfully submits that the Confidential Targets constitute confidential
commercial or financial information of significant competitive value, and therefore the
information may properly be withheld from public access under Exemption 4 of the FOIA and
the Securities Exchange Act of 1934. The Confidential Targets should be afforded
confidential treatment for the reasons set forth below. |
| The food industry and the market in which the Company competes is highly competitive,
and disclosure of the Confidential Targets could undermine the Company’s competitive
position. |
| The Confidential Targets should be afforded confidential treatment for the following
reasons. First, the Company’s business is highly competitive and is characterized by
intense competition on a national and international basis. There are several competitors,
some of whom have greater financial resources than the Company, in each product market
served by the Company. Disclosure of the Confidential Targets would provide current or
future competitors with important insights into forward-looking financial metrics from the
Company’s confidential operating plan and would expose the Company to substantial harm from
competitors in a variety of ways. By gaining knowledge of the Company’s goals with respect
to sales, profits and other areas, competitors would be able to use this information to make
strategic decisions about how best to compete with the Company. In particular, competitors
could use such information to strategically underbid the Company’s pricing, to focus
resources on customers or products targeted by the Company for expansion and to compete with
the Company for acquisition opportunities. In determining what constitutes competitive
harm, courts have given great latitude to arguments presented. The Company respectfully
submits that in Burke Energy Corp. v. Dept. of Energy for U.S., 583 F. Supp. 507, 511 (D.
Kan. 1984), the court stated that “[t]he kind of substantial competitive harm that is likely
to result is that the disclosure... would enable competitors to gain otherwise confidential
information about [its] financial situation.” See also, e.g., Board of Trade v. CFTC, 627
F.2d 392 (D.C. Cir. 1980); Braintree Electric Light Dept. v. DOE, 494 F. Supp. 287 (D.C.D.C.
1980); and Burroughs Corp. v. Brown, 501 F. Supp. 375 (E.D. Va. 1980), aff’d, 654 F.2d 294
(4th Cir. 1981). |
| Second, because the market in which the Company competes for talent is highly competitive,
the Confidential Targets would be used by the Company’s compensation peer group and/or
executive recruiters to offer competing employment packages to executives of the Company.
The Company believes that the disclosure of the Confidential Targets would place the Company
at a significant competitive disadvantage for executive talent and that the loss of key
executives would harm the Company and its shareowners. |

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Securities and Exchange Commission December 21, 2007 Page 5

| Finally, since the performance period for EPP has not been completed by the time the Company
is required to file its proxy statement relating to prior year executive compensation, the
Confidential Targets reflect confidential financial projections over a multi-year period
(usually three years). The disclosure of forward-looking financial metrics that are
designed to focus senior management on achieving critical multi-year operational goals in
the Company’s confidential operating plan would provide its competitors (both in the
industry and for talent) with valuable knowledge of the Company’s business strategy and
would likely result in competitive disadvantage. Even though the performance period for AIP
is usually one year, the Company has similar concerns because (1) often the financial
metrics used for EPP and AIP are the same or substantially similar (however, EPP targets are
usually compounded over a three year period rather than a one year period) and (2) the
disclosure of forward-looking financial targets, even after the performance period is over,
would allow competitors, financial analysts, shareowners and potential investors to develop
trend information about the Company to its detriment. |
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| Public disclosure of the Confidential Targets is not necessary to protect the
public. |
| Confidential treatment is not requested for the material terms of AIP and EPP taken as a
whole. In fact, as discussed in the Company’s prior response letter to the Staff dated
November 6, 2007, the Company is planning in the future to provide expanded analysis
regarding AIP and EPP and the awards thereunder. Furthermore, the terms for which
confidential treatment is requested is as narrowly tailored and circumscribed as possible,
and substantially all of the other terms of AIP and EPP would otherwise be available for
public review. The Confidential Targets are not the type of information that is normally
released to the public by the Company, because the Confidential Targets contain commercially
sensitive information which would be a benefit to competitors (both in the industry and for
talent) and executive recruiters. The Company believes that the information about AIP and
EPP disclosed (or to be disclosed in the future as discussed in the Company’s earlier
response letter to the Staff) is sufficient, taken together with the other information in
the Company’s proxy statement and other public filings, to enable shareowners and potential
investors to reasonably evaluate the Company’s executive compensation program and decisions
(especially with respect to AIP and EPP) and make a decision as to whether to invest or
trade in the Company’s securities. In the Company’s view, the Confidential Targets would
not provide shareowners and investors with a more fulsome understanding of the operation of
AIP or EPP or the range of payouts under such plans. Accordingly, the Company believes that
this request to keep the Confidential Targets confidential strikes the appropriate balance
between the interests of the Company and the public and that disclosure of the Confidential
Targets to the public is not necessary to assure adequate public information about AIP and
EPP. Conversely, disclosure of the Confidential Targets may in fact be detrimental to the
interests of |

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Securities and Exchange Commission December 21, 2007 Page 6

| shareowners and prospective investors since, as discussed above, third parties may be able
to use this information to gain an unfair advantage over the Company in manufacturing or
marketing competitive products, soliciting away our talent and otherwise utilizing the
information to their competitive advantage. |
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| Confidential Targets Not Otherwise Available |
| To the best of the Company’s knowledge, (1) the Confidential Targets are not available
publicly, nor is it possible to determine the Confidential Targets from publicly available
sources, (2) the Company has made every effort not to publicly disclose the Confidential
Targets and (3) access to Confidential Targets has been restricted to those persons that
either have been instructed to keep such information confidential or are under a duty to
keep such information confidential. It is highly unlikely, therefore, that the Confidential
Targets will become public knowledge unless the Commission requires the disclosure of the
Confidential Targets. |
| Conclusion |
| The Company believes it fulfills the requirements of Exemption 4 by establishing that the
commercial or financial information contained in the Confidential Targets is not usually
released to the public, that the Company is in actual competition with others in its
business and for talent, and that the Company and consequently its shareowners will likely
incur substantial injury as a result of the disclosure of the Confidential Targets. |

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Securities and Exchange Commission December 21, 2007 Page 7

I hope that the foregoing has been responsive to the Staff’s comments. All inquiries, questions, comments, notices and orders with respect to this letter, should be directed to the undersigned at (269) 961-2190 or via facsimile at (269) 565-1266.

Sincerely,
/s/ Gary H. Pilnick
Gary H. Pilnick
Senior Vice President, General Counsel,
Corporate Development and Secretary

cc:
Chair, Compensation Committee of the Board of Directors of Kellogg Company
A. D. David Mackay
President and Chief Executive Officer, Kellogg Company
Kathleen Wilson—Thompson
Senior Vice President — Global Human Resources, Kellogg Company
Miles Meyer
Vice President — International and HR Operations, Kellogg Company
Keith S. Crow, P.C. and Robert M. Hayward
Kirkland & Ellis LLP

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