Kellogg Direct™ - Broadridge Financial Solutions

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Kellogg DirectTM

Kellogg Company Direct Stock Purchase and Dividend Reinvestment Plan

1,000,000 shares of Common Stock (CUSIP #487836 10 8)

Kellogg Direct is a direct stock purchase and dividend reinvestment plan that provides a convenient and economical method for new investors to make an initial investment in shares of Kellogg Company common stock and for existing investors to increase their holdings of our common stock.

As a participant in Kellogg Direct you can:

? purchase our common stock through a convenient, cost-free method (after $15 enrollment fee for new investors);

? build your investment over time, starting with as little as $50; or

? reinvest all or some of your cash dividends in our common stock.

This prospectus describes and constitutes the Kellogg Company Direct Stock Purchase and Dividend Reinvestment Plan, or simply Kellogg Direct. This prospectus relates to 1,000,000 shares of our common stock offered for purchase under Kellogg Direct. Our common stock trades on the New York Stock Exchange under the symbol "K." Please read this prospectus carefully and keep it for future reference. If you have any questions about Kellogg Direct, please call the Plan Administrator, Broadridge Corporate Issuer Solutions, at 1-877-910-5385 between 8:00 a.m. and 8:00 p.m. Eastern Time, on any business day.

See "Risk Factors" for matters to consider before participating in Kellogg Direct or before purchasing shares of our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus is not an offer to sell securities, nor is it a solicitation of an offer to buy securities, in any state or country where the offer or sale is not permitted.

Kellogg Direct is only available to residents of the United States of America. Investors residing outside of the U.S. may generally invest in Kellogg Company stock by contacting a broker.

Prospectus dated October 3, 2016

TABLE OF CONTENTS

ABOUT KELLOGG COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 RISK FACTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 FORWARD-LOOKING STATEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 DIRECT REGISTRATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 ABOUT THE PLAN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

1. What is Kellogg Direct?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 2. What features does the plan offer?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 3. How do I enroll in Kellogg Direct if I am a Kellogg Company shareowner?. . . . . . . . . . . . . . . . . . . 3 4. How do I enroll if I am not currently a Kellogg Company shareowner?. . . . . . . . . . . . . . . . . . . . . . . 3 5. How do I enroll if my shares are held other than in my name?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 6. What are the fees associated with participation?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 7. What are my options for additional cash investments? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 8. What are my dividend reinvestment options? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 9. When are dividends paid? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 10. When does the Plan Administrator purchase shares?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 11. How does the Plan Administrator buy the shares?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 12. At what price will the Plan Administrator purchase the shares? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 13. May I execute plan transactions by phone?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 14. May I enroll, view my account information and execute transactions online? . . . . . . . . . . . . . . . . . . 8 15. How often will I receive account statements?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 16. Will I receive stock certificates for my plan shares? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 17. Can I deposit share certificates for safekeeping?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 18. Can I transfer my plan shares to someone else?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 19. How do I sell my plan shares?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 20. How do I close my plan account?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 21. Who is the Plan Administrator and what does the Plan Administrator do?. . . . . . . . . . . . . . . . . . . . . 11 22. How do I contact the Plan Administrator?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 23. What are the U.S. federal income tax consequences of participating in the plan?. . . . . . . . . . . . . . . . 12 OTHER PLAN INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 WHERE YOU CAN FIND MORE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Registration Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Kellogg Company's SEC Filings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Information Incorporated by Reference. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Documents Available Without Charge From Kellogg Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 VALIDITY OF THE SECURITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Unless he context otherwise requires, in this prospectus "Kellogg Company," "the Company," "we," "our," and "us" refer to Kellogg Company and its subsidiaries.

We have not authorized any person to give any information or make any representation that is different from, or in addition to, that contained in this prospectus or in any information that we incorporate by reference into this prospectus. If anyone gives you any such information, you should not rely on it.

We do not imply by the delivery to you of this prospectus or the sale of any shares of Kellogg Company

common stock hereunder that there has been no change in the affairs of Kellogg Company since the date of

this prospectus or that the information in this prospectus is correct as of any time subsequent to the date of

this prospectus.

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ABOUT KELLOGG COMPANY

Kellogg Company is the world's leading producer of cereal, second largest producer of cookies and crackers, and a leading producer of savory snacks and frozen foods. Additional product offerings include toaster pastries, cereal bars, fruit-flavored snacks and veggie foods. Kellogg products are manufactured and marketed globally.

Kellogg's principal products are ready-to-eat cereals and convenience foods, such as cookies, crackers, savory snacks, toaster pastries, cereal bars, fruit-flavored snacks, frozen waffles and veggie foods. Kellogg's cereal products are generally marketed under the Kellogg's name and are sold to the grocery trade through direct sales forces for resale to consumers. We use broker and distributor arrangements for certain products. We also market cookies, crackers, crisps, and other convenience foods, under brands such as Kellogg's, Keebler, Pringles, Cheez-It, Murray, Austin and Famous Amos, to supermarkets in the United States through a direct store-door (DSD) delivery system, although other distribution methods are also used. We also generally use these, or similar arrangements, in less- developed market areas or in those market areas outside of our focus.

Kellogg Company was incorporated in Delaware in 1922. Our principal executive offices are located at One Kellogg Square, P.O. Box 3599, Battle Creek, Michigan 49016-3599 and our telephone number is (269) 961-2000. Our website address is . This website address is not intended to be an active link and information on our website should not be construed to be part of this prospectus.

This prospectus incorporates business and financial information about Kellogg Company that is not included in or delivered with this prospectus. This information is available to you without charge upon written or oral request. See "Where You Can Find More Information."

RISK FACTORS

Our business is subject to uncertainties and risks. You should carefully consider and evaluate all of the information included and incorporated by reference in this prospectus, including the risk factors incorporated by reference from our most recent annual report on Form 10-K, as updated by our subsequent quarterly reports on Form 10-Q and other filings we make with the SEC. The risks and uncertainties described in this prospectus and the documents incorporated by reference herein are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also adversely affect our business operations and financial condition. If any of the risks and uncertainties described in this prospectus or the documents incorporated by reference herein actually occur, our business, financial condition and results of operations could be impaired in a material way. This could cause the trading price of our common stock to decline, perhaps significantly, and you may lose part or all of your investment.

FORWARD-LOOKING STATEMENTS

This prospectus and the information incorporated by reference herein contain forward-looking statements within the meaning of the federal securities laws and the Private Securities Litigation Reform Act of 1995. These statements may be found throughout this prospectus and the documents incorporated by reference herein. Forward- looking statements typically are identified by the use of terms such as "may," "will," "should," "expect," "anticipate," "believe," "estimate," "intend" and similar words, although some forward-looking statements are expressed differently. You should consider statements that contain these words carefully because they describe our expectations, plans, strategies and goals and our beliefs concerning future business conditions, our future results of operations, our future financial position, and our business outlook or state other "forward-looking" information. The information incorporated by reference under the heading "Risk Factors" in this prospectus, as well as in the information incorporated by reference herein, provides examples of risks, uncertainties and events that could cause our actual results to differ materially from

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the expectations expressed in our forward-looking statements. These risks, uncertainties and events also include, but are not limited to, the following:

? our global growth and efficiency program (Project K), ? the integration of acquired businesses, ? our strategy, financial principles, and plans; ? initiatives, improvements and growth; ? sales, gross margins, advertising, promotion, merchandising, brand building, operating profit, and earnings

per share; ? innovation; investments; capital expenditures; ? asset write-offs and expenditures and costs related to productivity or efficiency initiatives; ? the impact of accounting changes and significant accounting estimates; ? our ability to meet interest and debt principal repayment obligations; ? minimum contractual obligations; ? future common stock repurchases or debt reduction; ? effective income tax rate; ? cash flow and core working capital improvements; ? interest expense; commodity and energy prices; ? employee benefit plan costs and funding, and ? other factors, uncertainties and events identified in our filings with the Securities and Exchange Commission

incorporated by reference herein. The forward-looking statements made in this prospectus or the documents incorporated by reference herein relate only to events as of the date on which the statements were made. We undertake no obligation to update any forwardlooking statement to reflect events or circumstances after the date on which the statement was made or to reflect the occurrence of unanticipated events.

DIRECT REGISTRATION

We are a participant in the Direct Registration System ("DRS"). DRS is a method of recording shares of stock in book-entry form. Book-entry means that your shares are registered in your name on our books without the need for physical certificates and are held separately from any plan shares you may own. Shares held in book-entry have all the traditional rights and privileges as shares held in certificate form. With DRS you can:

? eliminate the risk and cost of storing certificates in a secure place;

? eliminate the cost associated with replacing lost, stolen, or destroyed certificates; and

? move shares electronically to a broker or to other registered accounts.

You may convert any stock certificate(s) you are currently holding into book-entry form by sending the stock certificate(s) to Kellogg Shareowner Services with a request to deposit them to your DRS account or your Kellogg Direct plan account. There is no cost to you for this custodial service and by doing so you will be relieved of the

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responsibility for loss or theft of your certificate(s). Your certificate(s) should not be endorsed, and we recommend sending your certificate(s) registered insured mail for 3% of the current market value of the shares. (See optional mail loss below.)

You may choose to have a portion or all of your book-entry or plan shares delivered directly to your broker by contacting your broker/dealer. When using your broker to facilitate a share movement, please provide them with a copy of your DRS account statement.

ABOUT THE PLAN

1. What is Kellogg Direct?

Kellogg Direct is a direct stock purchase and dividend reinvestment plan (the "plan") that enables new investors to make an initial investment in our common stock and existing investors to increase their holdings of our common stock. Participants can purchase our common stock with optional cash investments and cash dividends.

2. What features does the plan offer?

? Initial investment / Enrollment. If you are not currently a shareowner, you can make an initial investment in our common stock, starting with as little as $50.

? Optional cash investments. You can increase your holdings of our common stock through additional optional cash investments of $25 or more. You can conduct easy recurring or periodic investments, by automatic bank debit or by sending in a check from your bank checking or savings account.

? Automatic dividend reinvestment. You can also increase your holdings of our common stock through automatic reinvestment of your cash dividends.You can elect to reinvest all or a percentage of your dividends.

? Automated transactions. You can execute many of your plan transactions online at shareholder.k or by phone

? Share safekeeping. You can deposit your common stock certificates for safekeeping by the Plan Administrator.

Refer to the Investment Summary and Fees below for details on fees charged for these transactions and services.

3. How do I enroll in Kellogg Direct if I am a Kellogg Company shareowner?

If you are a Kellogg Company shareowner of record ? that is, your shares are registered in your name, not your broker's or bank's name ? you can enroll online or by completing and returning the Enrollment Form .

4. How do I enroll if I am not currently a Kellogg Company shareowner?

If you do not currently have any Kellogg Company common stock registered in your name, you can enroll online at shareholder.k or by completing and returning the Enrollment Form. When you enroll, you will be required to make an initial investment. If making your initial investment by check, the check for your initial investment and account set-up fee should be made payable to "Broadridge" in United States funds drawn on a United States financial institution. You will receive an account statement approximately two weeks after the Plan Administrator receives your Enrollment Form, initial investment and enrollment fee.

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5. How do I enroll if my shares are held other than in my name?

If your Kellogg Company shares are registered in the name of a bank, broker or other nominee, simply arrange for the bank, broker or other nominee to register in your name the number of shares of our common stock that you want to include in the plan. You can then enroll as a shareowner of record, as described above. Once the Plan Administrator receives your transferred shares from your brokerage account, you will receive an account statement. Alternatively, if you do not want to re-register your shares, you can enroll in the plan in the same way as someone who is not currently a Kellogg Company shareowner, as described above. This will create a registered account in addition to your brokerage/bank account.

6. What are the fees associated with participation?

Investment Summary and Fees

Summary

Minimum cash investments

Minimum one-time initial purchase for new investors* Minimum one-time optional cash investment Minimum recurring automatic investments Maximum cash investments Maximum annual investment Dividend reinvestment options Reinvest options

$50.00 $25.00 $25.00

$100,000.00

Full, Partial, None

Fees

Investment fees

Initial enrollment (new investors only) Dividend reinvestment Check investment One-time automatic investment Recurring automatic investment Dividend purchase trading commission per share Optional cash purchase trading commission per share Sales fees Batch Order Market Order Limit Order per transaction (Day) Sale trading commission per share Direct deposit of sale proceeds Other fees Certificate issuance Certificate deposit Returned check / Rejected automatic bank withdrawals Prior year duplicate statements Replacement Check Fee

$15.00 Company Paid Company Paid Company Paid Company Paid Company Paid Company Paid

$15.00 $25.00 $30.00 $0.12 $5.00

Company Paid Company Paid $35.00 per item $20.00 per year up to $15.00 per check

We can change the fee structure of the plan at any time. We will give you notice of any fee changes prior to the changes becoming effective.

For initial cash investments, the account set up fee is deducted from the amount invested. For sale transactions, transaction fees and brokerage commissions are deducted from the sale proceeds.

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7. What are my options for additional cash investments?

You can make optional cash investments at any time by check or by automatic bank withdrawals from a qualified financial institution. Each investment, except as indicated below, can be for as little as $25. Your total investment for any calendar year is limited to $100,000.

Check. If you are not currently a registered shareowner of our common stock, you may make your initial investment via check. The minimum investment amount is $50 plus the $15 account set-up fee.

To make an investment by check, complete and return an Enrollment Form, Purchase and Sales coupon (attached to your quarterly account statement) together with your payment. Your check must be made payable to "Broadridge" in United States funds, and drawn on a United States financial institution. The Plan Administrator must receive your payment at least two business days prior to an investment date; otherwise, your payment will be invested on the next investment date. No interest is paid on your payment pending its investment in our common stock.

Automatic Withdrawal ? One Time. If you are not currently a registered shareowner of our common stock, you may make your initial investment via a one time, automatic withdrawal from a designated United States financial institution. The minimum investment amount is $50 plus the account set-up fee. To authorize a one-time automatic withdrawal, complete Section 5 of the Enrollment Form and return it to the Plan Administrator with a voided blank check for a checking account or a deposit slip for a savings account. This automatic withdrawal will be processed as soon as administratively possible after the Plan Administrator receives your completed form.

Automatic Withdrawal ? Recurring Monthly or Semi-Monthly. You can also make investments monthly or semimonthly automatic withdrawal from a designated United States financial institution. Your account will be debited on or about the 10th and/or the 24th day of each month or, if that day is not a business day, the next business day. The funds will be invested on the next investment date after your account is debited and the funds have cleared. To authorize automatic investments, complete Section 5 of the Enrollment Form and return it to the Plan Administrator with a voided blank check for a checking account or a deposit slip for a savings account. If you have established automated privileges, you can also authorize automatic investments online. Your automatic investment will begin as soon as administratively possible after the Plan Administrator receives your completed form.

You can change the amount of your automatic investment or stop your automatic investment altogether by completing an Enrollment Form and returning it to the Plan Administrator or, if you have established automated privileges, by going online. Your change or termination request must be received by the Plan Administrator at least 15 business days prior to an investment date for the change to be effective for that investment date.

As an added security measure, Broadridge may apply a five business day hold period to the initial association of banking account information to an investor account as well as changes made to established direct deposit or direct debit instructions.

See below for a discussion of optional cash investment dates.

No interest is paid on your payment pending its investment in our common stock. If any optional cash investment, whether by check or automatic withdrawal, is returned for any reason, the Plan Administrator will remove from the participant's account any shares purchased upon prior credit of such funds, and will sell these shares. The Plan Administrator may sell other shares in the account to cover a returned funds fee for each optional cash investment returned unpaid for any reason and may sell additional shares as necessary to cover any market loss incurred by the Plan Administrator.

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8. What are my dividend reinvestment options?

The reinvestment option you elect will apply to all of your shares of Kellogg Company common stock ? whether held in certificate form, in direct registration shares ("DRS") or in the plan.

? Full Dividend Reinvestment. All cash dividends payable on shares held in the Plan, along with any shares held in physical certificate form or through book-entry DRS, will be used to purchase additional shares. The participant will not receive cash dividends from Kellogg Company; instead, all dividends will be reinvested. Whole and fractional shares will be allocated to the Plan account.

? Partial Dividend Reinvestment. A participant may elect to reinvest a portion of the dividend and receive the remainder in cash. The percentage elected will be applied to the total shares held in the Plan, along with any shares held in physical certificate form or held through book-entry DRS. A participant may elect percentages from 1%-99%, in increments of 1%. The cash portion of dividends will be sent by check unless the participant has elected to have those dividends deposited directly to a designated bank account. (RX)

? An example of partial reinvestment by percentage: A participant has a total of 150 shares; 120 shares are held in the Plan, 15 in physical certificate form and 15 shares in book entry DRS. The participant chooses to have 50% of the total dividend reinvested. This will equate to 75 shares having dividends reinvested and 75 shares having dividends paid in cash.

? No Dividend Reinvestment. All dividends payable to the participant will be paid in cash. This includes the dividend payable on all shares held in the Plan, any shares held in physical certificate form or held through book-entry DRS. The participant's dividend payment will be sent by check unless the participant has elected to have those dividends deposited directly to a designated bank account.

You may change your reinvestment option at any time by going online at shareholder.k or sending written notice to the Plan Administrator by mail. Notices received at least five business days prior to a dividend record date may be effective for that cash dividend. Notices received after a dividend record date may not be effective until after that cash dividend has been paid.

9. When are dividends paid?

Historically, Kellogg Company has paid dividends on the fifteenth day of March, June, September and December to shareowners of record on the first day of March, June, September and December, respectively. The dividend payment date and dividend record date may change in the future. To have your cash dividends reinvested, the Plan Administrator must receive your Enrollment Form authorizing dividend reinvestment at least five business days prior to the dividend record date.

The payment of dividends on our common stock is at the discretion of Kellogg Company's Board of Directors. There is no guarantee that Kellogg Company will pay dividends in the future. The timing and amount of future dividends, if any, will depend on earnings, cash requirements, the financial condition of Kellogg Company and its subsidiaries, applicable government regulations and other factors deemed relevant by the Kellogg Company Board of Directors.

10. When does the Plan Administrator purchase shares?

Optional Cash Investments. Optional cash investments are made on:

? generally within five (5) trading days from receipt of your investment amount or, if the New York Stock Exchange is not open, the next business day the Exchange is open and no later than 35 trading days, except where postponement is necessary to comply with Regulation M under the Securities Exchange Act of 1934 or other applicable provisions of securities law, or

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