KELLOGG CO Item 1A Risk Factors In addition to the factors discussed elsewhere in this Report, the following risks and uncertainties could materially adversely affect the Company’s business, financial condition and results of operations |
Additional risks and uncertainties not presently known to the Company or that the Company currently deems immaterial also may impair the Company’s business operations and financial condition |
5 _________________________________________________________________ [41]Table of Contents The Company’s performance is affected by general economic and political conditions and taxation policies |
The Company’s results in the past have been, and in the future may continue to be, materially affected by changes in general economic and political conditions in the United States and other countries, including the interest rate environment in which the Company conducts business, the financial markets through which the Company accesses capital and currency, political unrest and terrorist acts in the United States or other countries in which the Company carries on business |
The enactment of or increases in tariffs, including value added tax, or other changes in the application of existing taxes, in markets in which the Company is currently active or may be active in the future, or on specific products that it sells or with which its products compete, may have an adverse effect on its business or on its results of operations |
The Company operates in the highly competitive food industry |
The Company faces competition across its product lines, including ready-to-eat cereals and convenience foods, from other companies which have varying abilities to withstand changes in market conditions |
Some of the Company’s competitors have substantial financial, marketing and other resources, and competition with them in the Company’s various markets and product lines could cause the Company to reduce prices, increase capital, marketing or other expenditures, or lose category share, any of which could have a material adverse effect on the business and financial results of the Company |
Category share and growth could also be adversely impacted if the Company is not successful in introducing new products |
The Company’s consolidated financial results and demand for the Company’s products are dependent on the successful development of new products and processes |
There are a number of trends in consumer preferences which may impact on the Company and the industry as a whole |
These include changing consumer dietary trends and the availability of substitute products |
The Company’s success is dependent on anticipating changes in consumer preferences and on successful new product and process development and product relaunches in response to such changes |
The Company aims to introduce products or new or improved production processes on a timely basis in order to counteract obsolescence and decreases in sales of existing products |
While the Company devotes significant focus to the development of new products and to the research, development and technology process functions of its business, it may not be successful in developing new products or its new products may not be commercially successful |
The Company’s future results and its ability to maintain or improve its competitive position will depend on its capacity to gauge the direction of its key markets and upon its ability to successfully identify, develop, manufacture, market and sell new or improved products in these changing markets |
An impairment in the carrying value of goodwill or other acquired intangible could negatively affect the Company’s consolidated operating results and net worth |
The carrying value of goodwill represents the fair value of acquired business in excess of identifiable assets and liabilities as of the acquisition date |
The carrying value of other intangibles represents the fair value of trademarks, trade names, and other acquired intangibles as of the acquisition date |
Goodwill and other acquired intangibles expected to contribute indefinitely to the cash flows of the Company are not amortized, but must be evaluated by management at least annually for impairment |
If carrying value exceeds current fair value, the intangible is considered impaired and is reduced to fair value via a charge to earnings |
Events and conditions which could result in an impairment include changes in the industries in which the Company operates, including competition and advances in technology; a significant product liability or intellectual property claim; or other factors leading to reduction in expected sales or profitability |
Should the value of one or more of the acquired intangibles become impaired, the Company’s consolidated earnings and net worth may be materially adversely affected |
As of December 31, 2005, the carrying value of intangible assets totaled approximately dlra4dtta9 billion, of which dlra3dtta5 billion was goodwill and dlra1dtta4 billion represented trademarks, trade names, and other acquired intangibles compared to total assets of dlra10dtta6 billion and shareholders’ equity of dlra2dtta3 billion |
The Company may not achieve its targeted cost savings from cost reduction initiatives |
The Company’s success depends in part on its ability to be an efficient producer in a highly competitive industry |
The Company has invested a significant amount in capital expenditure to improve its operational facilities |
Ongoing operational issues are likely to occur when carrying out major production, procurement, or logistical changes and these as well as any failure by the Company to achieve its planned cost savings could have a material adverse effect on its business and consolidated financial position and on the consolidated results of its operations and profitability |
6 _________________________________________________________________ [42]Table of Contents The Company has a substantial amount of indebtedness |
The Company has indebtedness that is substantial in relation to its shareholders’ equity |
As of December 31, 2005, the Company had total debt of approximately dlra4dtta9 billion and shareholders’ equity of dlra2dtta3 billion |
The Company’s substantial indebtedness could have important consequences, including: • the ability to obtain additional financing for working capital, capital expenditure or general corporate purposes may be impaired, particularly if the ratings assigned to the Company’s debt securities by rating organizations were revised downward; • restricting the Company’s flexibility in responding to changing market conditions or making it more vulnerable in the event of a general downturn in economic conditions or its business; • a substantial portion of the cash flow from operations must be dedicated to the payment of principal and interest on the Company’s debt, reducing the funds available to it for other purposes including expansion through acquisitions, marketing spending and expansion of its product offerings; and • the Company may be more leveraged than some of its competitors, which may place the Company at a competitive disadvantage |
The Company’s ability to make scheduled payments or to refinance its obligations with respect to indebtedness will depend on the Company’s financial and operating performance, which in turn, is subject to prevailing economic conditions, the availability of, and interest rates on, short term financing, and to financial, business and other factors beyond the Company’s control |
The results of the Company may be materially and adversely impacted as a result of increases in the price of raw materials, including agricultural commodities, fuel and labor |
Agricultural commodities, including corn, wheat, soybean oil, sugar and cocoa, are the principal raw materials used in the Company’s products |
Cartonboard, corrugated, and plastic are the principal packaging materials used by the Company |
The cost of such commodities may fluctuate widely due to government policy and regulation, weather conditions, or other unforeseen circumstances |
To the extent that any of the foregoing factors affect the prices of such commodities and the Company is unable to increase its prices or adequately hedge against such changes in prices in a manner that offsets such changes, the results of its operations could be materially and adversely affected |
Cereal processing ovens at major domestic and international facilities are regularly fuelled by natural gas or propane, which are obtained from local utilities or other local suppliers |
Short-term stand-by propane storage exists at several plants for use of interruption in natural gas supplies |
Oil may also be used to fuel certain operations at various plants |
In addition, considerable amounts of diesel fuel are used in connection with the distribution of the Company’s products |
The cost of fuel may fluctuate widely due to economic and political conditions, government policy and regulation, war, or other unforeseen circumstances which could have a material adverse effect on the Company’s consolidated operating results or financial condition |
A shortage in the labor pool or other general inflationary pressures or changes in applicable laws and regulations could increase labor cost, which could have a material adverse effect on the Company’s consolidated operating results or financial conditions |
Additionally, the Company’s labor costs include the cost of providing benefits for employees |
The Company sponsors a number of defined benefit plans for employees in the United States and various foreign locations, including pension, retiree health and welfare, active health care, severance and other postemployment |
The Company also participates in a number of multiemployer pension plans for certain of its manufacturing locations |
The Company’s major pension plans and US retiree health and welfare plans are funded, with trust assets invested in a globally diversified portfolio of equity securities with smaller holdings of bonds, real estate and other investments |
The annual cost of benefits can vary significantly from year to year and is materially affected by such factors as a change in the assumed and actual rate of return on major plan assets, a change in the weighted-average discount rate used to measure obligations, the rate of health care cost inflation, and the outcome of collectively bargained wage and benefit agreements |
The Company may be unable to maintain its profit margins in the face of a consolidating retail environment |
In addition, the loss of one of the Company’s largest customers could negatively impact its sales and profits |
The Company’s largest customer, Wal-Mart Stores, Inc |
and its affiliates, accounted for approximately 17prca of consolidated net sales during 2005, comprised principally of sales within the United States |
At December 31, 2005, approximately 12prca of the Company’s consolidated receivables balance and 17prca of the Company’s US receivables balance was comprised of amounts owed by Wal-Mart Stores, Inc |
and its affiliates |
During 2005, the Company’s top five 7 _________________________________________________________________ [43]Table of Contents customers, collectively, accounted for approximately 31prca of our consolidated net sales and approximately 42prca of US net sales |
As the retail grocery trade continues to consolidate and mass marketers become larger, the large retail customers of the Company may seek to use their position to improve their profitability through improved efficiency, lower pricing and increased promotional programs |
If the Company is unable to use its scale, marketing expertise, product innovation and category leadership positions to respond, the profitability or volume growth of the Company could be negatively affected |
The loss of any large customer for an extended length of time could negatively impact its sales and profits |
Changes in tax, environmental or other regulations or failure to comply with existing licensing, trade and other regulations and laws could have a material adverse effect on the Company’s consolidated financial condition |
The Company’s activities, both in and outside of the United States, are subject to regulation by various federal, state, provincial and local laws, regulations and government agencies, including the US Food and Drug Administration, US Federal Trade Commission, the US Departments of Agriculture, Commerce and Labor, as well as similar and other authorities of the European Union and various state, provincial and local governments, as well as voluntary regulation by other bodies |
Various state and local agencies also regulate the Company’s activities |
The manufacturing, marketing and distribution of food products is subject to governmental regulation that is becoming increasingly onerous |
Those regulations control such matters as ingredients, advertising, relations with distributors and retailers, health and safety and the environment |
The Company is also regulated with respect to matters such as licensing requirements, trade and pricing practices, tax and environmental matters |
The need to comply with new or revised tax, environmental or other laws or regulations, or new or changed interpretations or enforcement of existing laws or regulations, may have a material adverse effect on the Company’s business and results of operations |
The Company’s operations face significant foreign currency exchange rate exposure which could negatively impact its operating results |
The Company holds assets and incurs liabilities, earns revenue and pays expenses in a variety of currencies other than the US dollar, primarily the British Pound, Euro, Australian dollar, Canadian dollar and Mexican peso |
Because the Company’s consolidated financial statements are presented in US dollars, the Company must translate its assets, liabilities, revenue and expenses into US dollars at then-applicable exchange rates |
Consequently, increases and decreases in the value of the US dollar may negatively affect the value of these items in the Company’s consolidated financial statements, even if their value has not changed in their original currency |
To the extent the Company fails to manage its foreign currency exposure adequately, the Company’s consolidated results of operations may be negatively affected |
If the Company’s food products become adulterated or misbranded, it might need to recall those items and may experience product liability if consumers are injured as a result |
The Company may need to recall some of its products if they become adulterated or misbranded |
The Company may also be liable if the consumption of any of its products cause injury |
A widespread product recall could result in significant losses due to the costs of a recall, the destruction of product inventory, and lost sales due to the unavailability of product for a period of time |
The Company could also suffer losses from a significant product liability judgment against it |
A significant product recall or product liability case could also result in a loss of consumer confidence in the Company’s food products, which could have a material adverse effect on its business results and the value of its brands |