-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L6mXCHB+a2e8MtosxNu8NyGFzkuCMuC/KV8gPCu8T3myqb/SA/731zNZoKmtdEUY R42LVKRnse/GaPSRSoazLQ== 0000055067-04-000275.txt : 20040727 0000055067-04-000275.hdr.sgml : 20040727 20040726081528 ACCESSION NUMBER: 0000055067-04-000275 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040626 ITEM INFORMATION: FILED AS OF DATE: 20040726 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KELLOGG CO CENTRAL INDEX KEY: 0000055067 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] IRS NUMBER: 380710690 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04171 FILM NUMBER: 04929958 BUSINESS ADDRESS: STREET 1: ONE KELLOGG SQ STREET 2: P O BOX 3599 CITY: BATTLE CREEK STATE: MI ZIP: 49016-3599 BUSINESS PHONE: 6169612000 MAIL ADDRESS: STREET 1: ONE KELLOGG SQUARE STREET 2: P O BOX 3599 CITY: BATTLE CREEK STATE: MI ZIP: 49016-3599 8-K 1 f8k_07262004-kellogg.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 July 26, 2004 Date of Report (Date of Earliest Event Reported) Commission file number 1-4171 KELLOGG COMPANY (Exact Name of Registrant as Specified in its Charter) State of Incorporation - Delaware IRS Employer Identification No. 38-0710690 ONE KELLOGG SQUARE BATTLE CREEK, MICHIGAN 49016-3599 (Address of principal executive offices) (including zip code) Registrant's telephone number: 269-961-2000 Item 12. Results of Operations and Financial Condition The information in this Current Report, including the attached Exhibit, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. On July 26, 2004, Kellogg Company issued a press release announcing financial results for the period ended June 26, 2004, a copy of which is attached as Exhibit 99.1. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Kellogg Company (Registrant) Dated: July 26, 2004 By s/Jeffrey M. Boromisa ------------------------------------------- Jeffrey M. Boromisa Senior Vice President and Chief Financial Officer Table of Contents EXHIBIT INDEX Exhibit No. 99.1 Press release dated July 26, 2004 issued by Kellogg Company. EX-99.1 2 ex991_07262004-kellogg.txt Kellogg Company News For release: July 26, 2004 Contact: Simon D. Burton, CFA (269) 961-6636 KELLOGG ANNOUNCES 14% EPS GROWTH DUE TO STRONG MOMENTUM BATTLE CREEK, Mich. - Kellogg Company (NYSE: K) today reported that its earnings in the second quarter of 2004 exceeded expectations despite significant increases in investment for future growth. Reported net earnings for the quarter increased to $237.4 million from $203.9 million in the comparable period last year. Diluted earnings per share were $0.57, a 14% increase from last year's $0.50 per share. This result was due to successful execution and continued sales growth across the Company. "This was another excellent quarter," said Carlos Gutierrez, Kellogg's chairman and chief executive officer. "Our sales growth remained very strong as our business momentum continued, and we also continued to make significant investments in future growth. It is particularly gratifying that we were able to achieve this excellent performance while absorbing increased commodity and benefit costs." Reported net sales in the quarter increased by 6% to $2.4 billion. Internal net sales growth, which excludes the effect of foreign-currency translation, was 5%. This strong growth builds on a very strong first quarter and the 3.5% growth posted during the comparable period last year. Kellogg North America reported net sales growth of 5%. North American retail cereal sales increased by 2%, measured in local currencies, as a result of the introduction of innovative new products, brand-building initiatives, and successful consumer promotions. Retail snacks sales increased by 7% due to innovation and improved execution. The North America Frozen & Specialty Channels businesses collectively posted internal sales growth of 4%, which built on the excellent 5% growth posted in the comparable period last year. This increase was largely attributable to continued gains by the Eggo brand. Kellogg International reported net sales growth of 9% in the quarter, or 5% in local currencies. Sales in Latin America increased by 16%, excluding the effect of currency translation, led by exceptional growth in both cereal and snacks. Europe's sales growth, measured in local currencies, was 3%, as the area continued to benefit from innovation and successful brand building. Local currency sales in the Asia Pacific region declined by 6% due to weakness in Australia and Korea. Operating profit was $438 million in the quarter, a 6% increase over the comparable period last year; internal operating profit growth was 4 percent. Higher net sales, improvements in product mix, and increased efficiency drove the gain and more than offset increased commodity costs, significantly higher investment in brand building, and up-front costs related to cost-reduction projects of more than $0.03 per share. Net earnings growth also benefited from lower interest expense and a lower effective tax rate. Cash flow, defined as cash from operating activities less capital expenditures, was $177 million in the quarter, which brought year-to-date cash flow to $388 million. This approximates the 2003 year-to-date total and remains in line with internal expectations. Once again, the quarter featured markedly improved working capital efficiency and disciplined capital expenditure. Kellogg Reaffirms 2004 Outlook Kellogg reiterates its earnings outlook for 2004 of $2.07-2.11 per share. This represents growth of 8-10%, modestly above the Company's long-term target of high single-digit growth. Once again increasing the quality of its earnings, Kellogg also announces that this range now includes a higher estimate for up-front costs related to capacity rationalizations and other cost-reduction initiatives. The Company now expects these costs to equal $0.14-0.16 per share, or $0.04 higher than the previously projected range of $0.10-0.12 per share. This range had been raised from an initial projection of $0.05 per share. Mr. Gutierrez concluded, "These results only give us more confidence that we will achieve our goals in 2004, while investing significantly for growth in the future and absorbing increased commodity and benefit costs. We will continue to execute our proven strategy, which should allow us to deliver dependable, sustainable growth into the future." About Kellogg Company With 2003 sales of nearly $9 billion, Kellogg Company is the world's leading producer of cereal and a leading producer of convenience foods, including cookies, crackers, toaster pastries, cereal bars, frozen waffles, and meat alternatives. The Company's brands include Kellogg's, Keebler, Pop-Tarts, Eggo, Cheez-It, Nutri-Grain, Rice Krispies, Murray, Austin, Morningstar Farms, Famous Amos, Carr's, Plantation, Ready Crust, and Kashi. Kellogg products are manufactured in 17 countries and marketed in more than 180 countries around the world. For more information, visit Kellogg's web site at http://www.kelloggcompany.com. Forward-Looking Statements Disclosure This news release contains forward-looking statements related to business performance, sales, costs, strategy, operating profit, earnings, and growth. Actual performance may differ materially from these statements due to factors related to the substantial amount of indebtedness incurred to finance the Keebler Foods acquisition (which could, among other things, hinder the Company's ability to adjust rapidly, make the Company more vulnerable to a downturn, and place the Company at a competitive disadvantage to less-leveraged companies); competitive conditions and their impact; the effectiveness of advertising, pricing and promotional spending; the success of productivity improvements and business transitions; the success of innovation and new product introductions; the recoverability of the carrying value of goodwill and other intangibles; the availability of and interest rates on short-term financing; commodity and energy prices and labor costs; actual market performance of benefit plan trust investments; the levels of spending on systems initiatives, properties, business opportunities, integration of acquired businesses; changes in consumer behavior and preferences; U.S. and foreign economic factors such as interest rates, statutory tax rates, and foreign currency conversions or unavailability; legal and regulatory factors; business disruption or other losses from terrorist acts or political unrest; and other factors. Kellogg Company and Subsidiaries CONSOLIDATED STATEMENT OF EARNINGS (millions, except per share data) =================================================================================================================================== Year-to-date Year-to-date Quarter ended Quarter ended period ended period ended June 26, June 28, June 26, June 28, (Results are unaudited) 2004 2003 2004 2003 =================================================================================================================================== Net sales $2,387.3 $2,247.4 $4,777.8 $4,394.9 Cost of goods sold 1,307.1 1,232.1 2,662.6 2,463.2 Selling and administrative expense 641.8 601.2 1,256.6 1,170.2 ------------------------------------------ ---------------------------------------- Operating profit 438.4 414.1 858.6 761.5 Interest expense 76.1 89.5 154.3 181.5 Other income (expense), net (5.0) (6.1) (6.3) (5.4) ------------------------------------------ ---------------------------------------- Earnings before income taxes 357.3 318.5 698.0 574.6 Income taxes 119.9 114.6 240.8 206.8 ------------------------------------------ ---------------------------------------- Net earnings $237.4 $203.9 $457.2 $367.8 ========================================== ======================================== Net earnings per share: Basic $.58 $.50 $1.11 $.90 Diluted $.57 $.50 $1.10 $.90 Dividends per share $.2525 $.2525 $.5050 $.5050 ========================================== ======================================== Average shares outstanding: Basic 411.8 406.9 411.3 407.3 ========================================== ======================================== Diluted 416.5 409.2 415.5 409.3 ========================================== ======================================== Actual shares outstanding at period end 412.8 408.0 ========================================
Kellogg Company and Subsidiaries SELECTED OPERATING SEGMENT DATA (millions) =================================================================================================================================== Year-to-date Year-to-date Quarter ended Quarter ended period ended period ended June 26, June 28, June 26, June 28, (Results are unaudited) 2004 2003 (a) 2004 2003 (a) =================================================================================================================================== Net sales North America $1,567.5 $1,498.1 $3,165.8 $3,007.8 Europe 516.0 462.9 1,007.2 857.4 Latin America 185.9 170.8 354.2 315.5 Asia Pacific (b) 117.9 115.6 250.6 214.2 -------------------------------------------- --------------------------------------------------- Consolidated $2,387.3 $2,247.4 $4,777.8 $4,394.9 ============================================ =================================================== - ----------------------------------------------------------------------------------------------------------------------------------- Operating profit North America $300.3 $284.3 $589.0 $543.3 Europe 96.0 82.5 178.4 140.8 Latin America 50.1 46.8 96.3 86.5 Asia Pacific (b) 17.0 20.3 42.8 37.2 Corporate (25.0) (19.8) (47.9) (46.3) -------------------------------------------- --------------------------------------------------- Consolidated $438.4 $414.1 $858.6 $761.5 ============================================ =================================================== =================================================================================================================================== (a) 2003 results were restated to conform to 2004 operating segment presentation as follows: 1) U.S. and Canadian results combined into North America, 2) certain U.S. export operations reclassified from U.S. to Latin America, and 3) certain SGA expenditures reallocated between Corporate and North America. (b) Includes Australia and Asia.
Kellogg Company and Subsidiaries CONSOLIDATED STATEMENT OF CASH FLOWS (millions) ================================================================================================================= Year-to-date Year-to-date period ended period ended June 26, June 28, (unaudited) 2004 2003 ================================================================================================================= Operating activities Net earnings $457.2 $367.8 Adjustments to reconcile net earnings to operating cash flows: Depreciation and amortization 197.9 183.7 Deferred income taxes (8.9) 37.9 Other 58.8 47.6 Postretirement benefit plan contributions (126.8) (59.3) Changes in operating assets and liabilities (88.7) (117.3) - ----------------------------------------------------------------------------------------------------------------- Net cash provided by operating activities 489.5 460.4 - ----------------------------------------------------------------------------------------------------------------- Investing activities Additions to properties (101.1) (68.5) Dispositions of businesses - 14.0 Other 0.8 6.5 - ----------------------------------------------------------------------------------------------------------------- Net cash used in investing activities (100.3) (48.0) - ----------------------------------------------------------------------------------------------------------------- Financing activities Net issuances of notes payable 356.6 63.7 Issuances of long-term debt - 498.1 Reductions of long-term debt (502.5) (708.2) Net issuances of common stock 202.2 58.0 Common stock repurchases (162.8) (62.0) Cash dividends (208.2) (205.6) Other (1.7) (2.5) - ----------------------------------------------------------------------------------------------------------------- Net cash used in financing activities (316.4) (358.5) - ----------------------------------------------------------------------------------------------------------------- Effect of exchange rate changes on cash (2.7) 6.2 - ----------------------------------------------------------------------------------------------------------------- Increase in cash and cash equivalents 70.1 60.1 Cash and cash equivalents at beginning of period 141.2 100.6 - ----------------------------------------------------------------------------------------------------------------- Cash and cash equivalents at end of period $211.3 $160.7 ================================================================================================================= ================================================================================================================= Supplemental Financial Data: Cash Flow (operating cash flow less property additions)* $388.4 $391.9 ================================================================================================================= * We use this non-GAAP measure of cash flow to focus management and investors on the amount of cash available for debt reduction, dividend distributions, acquisition opportunities, and share repurchase.
Kellogg Company and Subsidiaries CONSOLIDATED BALANCE SHEET* ========================================================================================================================== (millions, except per share data) June 26, December 27, 2004 2003 (unaudited) * ========================================================================================================================== Current assets Cash and cash equivalents $211.3 $141.2 Accounts receivable, net 899.1 754.8 Inventories: Raw materials and supplies 198.9 185.3 Finished goods and materials in process 421.1 464.5 Other current assets 297.3 242.1 - -------------------------------------------------------------------------------------------------------------------------- Total current assets 2,027.7 1,787.9 Property, net of accumulated depreciation of $3,591.2 and $3,439.3 2,676.0 2,780.2 Goodwill 3,098.1 3,098.4 Other intangibles, net of accumulated amortization of $36.7 and $35.1 2,032.8 2,034.4 Other assets 460.2 441.8 - -------------------------------------------------------------------------------------------------------------------------- Total assets $10,294.8 $10,142.7 ========================================================================================================================== Current liabilities Current maturities of long-term debt $78.8 $578.1 Notes payable 677.4 320.8 Accounts payable 732.6 703.8 Accrued advertising and promotion 395.7 323.1 Other current liabilities 764.9 840.2 - -------------------------------------------------------------------------------------------------------------------------- Total current liabilities 2,649.4 2,766.0 Long-term debt 4,263.5 4,265.4 Deferred income taxes 1,064.4 1,062.8 Pension benefits 169.4 165.3 Nonpension postretirement benefits 275.3 291.0 Other liabilities 138.6 149.0 Shareholders' equity Common stock, $.25 par value 103.8 103.8 Capital in excess of par value - 24.5 Retained earnings 2,467.3 2,247.7 Treasury stock, at cost (98.3) (203.6) Accumulated other comprehensive income (loss) (738.6) (729.2) - -------------------------------------------------------------------------------------------------------------------------- Total shareholders' equity 1,734.2 1,443.2 - -------------------------------------------------------------------------------------------------------------------------- Total liabilities and shareholders' equity $10,294.8 $10,142.7 ========================================================================================================================== * Condensed from audited financial statements.
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