-----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, LUt9qWiVhCQWEjmsGiKVwSQ1dKrdiAtnK0UH9dAVe8QN0rfvuPfM56rYnQU7EiAS OImDX7EwTpmxeZFSn5xl7Q== 0000950124-03-003405.txt : 20031103 0000950124-03-003405.hdr.sgml : 20031103 20031103071703 ACCESSION NUMBER: 0000950124-03-003405 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031103 ITEM INFORMATION: FILED AS OF DATE: 20031103 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: 03971371 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 k80496e8vk.txt CURRENT REPORT DATED NOVEMBER 3, 2003 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 November 3, 2003 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 furnished pursuant to this Item is also being furnished under Item 9 of this Current Report "Regulation FD Disclosure." 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 November 3, 2003, Kellogg Company issued a press release announcing financial results for the quarter ended September 27, 2003, 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: November 3, 2003 By s/John A. Bryant ------------------------------------------- John A. Bryant Executive Vice President and Chief Financial Officer Table of Contents EXHIBIT INDEX Exhibit No. 99.1 Press release dated November 3, 2003 issued by Kellogg Company. EX-99.1 3 k80496exv99w1.txt PRESS RELEASE, DATED NOVEMBER 3, 2003 EXHIBIT 99.1 [KELLOGG'S LOGO] Kellogg Company News FOR RELEASE: November 3, 2003 MEDIA/ANALYST John P. Renwick, CFA (269) 961-6365 CONTACTS: Simon D. Burton, CFA (269) 961-6636 STRONG SALES BOOST KELLOGG'S EARNINGS AND OUTLOOK BATTLE CREEK, MICH. -- Kellogg Company (NYSE: K) today reported that strong net sales growth drove a substantial earnings gain in the third quarter of 2003, even after significant reinvestment for future growth. This business momentum prompted the Company to raise its full-year earnings guidance. Reported net earnings were $231.3 million, or $0.56 per diluted share, compared to the year-ago period's $203.5 million, or $0.49 per share. This represents earnings per share growth of 14% year-over-year. Through the first nine months, reported net earnings increased by 13% to $599.1 million, or $1.46 per share, compared to year-earlier earnings of $529.9 million, or $1.29 per share. Excluding $0.02 of favorable legal settlements in 2002's first quarter, EPS growth during the first nine months of 2003 was 15%. "Our momentum continued into the third quarter of 2003, as we posted record sales, operating income, earnings per share and cash flow," said Carlos Gutierrez, Kellogg's chairman and chief executive officer. "Importantly, we also were able to make significant investments in our brands and absorb costs related to productivity initiatives that will drive the business in 2004 and beyond." Net sales in the third quarter increased by 6.8%, to $2.28 billion. Foreign currency translation contributed 2.7 percentage points to the sales growth, and a small divestiture, completed at the beginning of 2003, reduced growth by about 0.4 percentage point. Excluding the effect of currency translation and this divestiture, Kellogg's internal sales growth was 4.5%. This internal growth rate was higher than that recorded during the first half of the year, and it compared against a notably strong year-earlier rate of 5.6%. - more - - 2 - This sales growth was broad-based, with all major geographic areas posting solid gains. Kellogg USA's internal net sales growth exceeded 3%, as a decline in cookies sales was more than offset by gains in cereal, wholesome snacks, and other products. U.S. Retail Cereal sales increased 11%, as new products and effective advertising and consumer promotions enabled us to grow on top of a difficult comparison of 6% growth in the year-ago period. Despite growth in wholesome snacks and crackers, our U.S. Snacks business posted an internal sales decline of 4% as a result of continued weak cookie sales, the elimination of numerous products (stock-keeping units), and the discontinuation of a major custom-manufacturing account. The U.S. All Other businesses collectively posted 3% internal net sales growth in the quarter, led by Pop-Tarts toaster pastries. Kellogg International again posted excellent results with an increase in net sales of approximately 15%, or almost 7% in local currencies. This gain resulted from continued execution of the Company's Volume to Value strategy, which featured increased brand building and innovation, and drove an improvement in mix. The Company's European business posted currency-adjusted sales growth of almost 4% as the region's largest market, the U.K., again achieved strong sales growth and share gains as a result of marketing initiatives and new product introductions. Elsewhere in Europe, the Company posted notable internal growth in France, Spain, and Italy. In Latin America, the Company reported sales growth of approximately 10%, or almost 17% on a currency-neutral basis. This was led by significant internal sales growth in the Mexican business, where both the cereal and snacks segments were very strong. The other segment of Kellogg International, comprised of Australia, Canada, and Asia, collectively posted local-currency sales growth of approximately 5%. "Kellogg International and U.S. Cereal performed impressively, as they both featured strong top-line growth on top of year-ago gains, and were driven the right way -- through brand building and innovation," commented Mr. Gutierrez. "While the cookies segment of our U.S. Snacks business was soft, we were able to generate double-digit growth in wholesome snacks." Driven by the increase in sales, operating profit in the quarter grew by approximately 4%, to $431 million. Kellogg's gross profit margin decreased by a slight 20 basis points, due to asset - more - - 3 - write-offs and other costs related to ongoing capacity rationalization and productivity initiatives. Obscured by these costs, was the impact of operating leverage, favorable mix, and productivity savings, which more than offset the effect of higher commodity, energy, and benefits costs. The Company also continued to invest in its brands, with advertising and consumer promotion rising at a double-digit rate over the year-earlier quarter. "Key to sustaining our top- and bottom-line growth is improving our underlying profitability and reinvesting in our brands," said Mr. Gutierrez. "During the third quarter, our profitability was strong enough that we could invest significantly in brand building, absorb up-front costs related to productivity initiatives, and still post solid earnings growth." Cash flow, defined as cash from operating activities less capital expenditure, was $470 million in the quarter, which represented a 3% increase over the strong comparable growth of 26% posted in the third quarter of last year. Working capital efficiency improved as a percentage of rolling twelve-month sales for the ninth consecutive quarter. The Company paid down approximately $200 million of debt during the quarter. Mr. Gutierrez said, "It is cash flow that improves our financial flexibility and creates value for share owners. This quarter we posted records for cash flow and working capital as a percentage of sales. Our entire organization is focused on `managing for cash', and our better-than-expected cash flow this year is a result of our employees' great work." KELLOGG RAISES 2003 GUIDANCE AND OFFERS 2004 PREVIEW Based on its strong year-to-date results and expectations for continued momentum, Kellogg moved its full-year 2003 earnings per share guidance to $1.89-1.91, from its previous range of $1.88-1.90. The Company stated that its fourth quarter should feature mid-single-digit net sales growth and substantial reinvestment in the business, including a double-digit increase in brand building and additional up-front expenses related to cost-savings projects. Kellogg also gave preliminary indications for 2004, forecasting earnings per share of $2.05-2.09, in line with its ongoing target of high single-digit growth. The Company projects low single- - more - - 4 - digit net sales growth, before currency translation or the benefit of an extra shipping week in the fourth quarter. Operating leverage, mix, productivity savings, and cost control should again allow the Company to overcome significantly higher benefits expense and commodity costs, while continuing to fund strong investment in brand building and absorb costs related to productivity initiatives. Mr. Gutierrez concluded, "The third quarter provided further evidence that there is good momentum in our business, and that we are reinvesting for sustained growth in 2004. We are running our Company for many years of steady, dependable growth." ABOUT KELLOGG COMPANY With 2002 sales of $8.3 billion, Kellogg Company is the world's leading producer of cereal and a leading manufacturer of convenience foods such as cereal bars, frozen waffles, toaster pastries, cookies, and crackers. The Company also produces natural and vegetarian foods. Founded in 1906 and dedicated to providing nutritious, good-tasting foods, Kellogg has manufacturing facilities in 18 countries and its products are sold in more than 180 countries. Kellogg brands include Kellogg's, Keebler, Pop-Tarts, Eggo, Nutri-Grain, Cheez-It, Morningstar Farms, and Kashi. For more information, or for any non-GAAP financial information provided in response to questions asked during today's conference call, please visit Kellogg's web site at www.kelloggcompany.com. FORWARD-LOOKING STATEMENTS DISCLOSURE This news release contains forward-looking statements related to business performance, cash flow, costs, sales, investments, brand building, productivity, momentum, profitability, earnings, financial flexibility, and growth. Actual performance may differ materially from these statements due to factors related to the Keebler acquisition, unanticipated liabilities, and the substantial amount of indebtedness incurred to finance the 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; pricing and promotional spending; the effectiveness of marketing spending and programs; the success of productivity improvements and business transitions; the success of innovation and new product - more - - 5 - introductions; the recoverability of the carrying amount 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; changes in consumer behavior and preferences; U.S. and foreign economic factors such as interest rates, statutory tax rates, and foreign currency translations or unavailability; legal and regulatory factors; business disruption or other losses from terrorist acts or political unrest; and other factors. - more - - 6 - KELLOGG COMPANY AND SUBSIDIARIES CONSOLIDATED EARNINGS (millions, except per share data)
======================================================================================================= YEAR-TO-DATE YEAR-TO-DATE QUARTER ENDED QUARTER ENDED PERIOD ENDED PERIOD ENDED SEPT. 27, SEPT. 28, SEPT. 27, SEPT. 28, (Results are unaudited) 2003 2002 2003 2002 ======================================================================================================= NET SALES $ 2,281.6 $ 2,136.5 $ 6,676.5 $ 6,323.4 COST OF GOODS SOLD 1,247.6 1,163.4 3,710.8 3,502.1 SELLING AND ADMINISTRATIVE EXPENSE 603.2 558.3 1,773.4 1,707.0 ----------- ----------- ----------- ----------- OPERATING PROFIT 430.8 414.8 1,192.3 1,114.3 INTEREST EXPENSE 87.0 102.2 268.5 297.2 OTHER INCOME (EXPENSE), NET 7.6 8.1 2.2 24.5 ----------- ----------- ----------- ----------- EARNINGS BEFORE INCOME TAXES 351.4 320.7 926.0 841.6 INCOME TAXES 120.1 117.2 326.9 311.7 ----------- ----------- ----------- ----------- NET EARNINGS $ 231.3 $ 203.5 $ 599.1 $ 529.9 =========== =========== =========== =========== NET EARNINGS PER SHARE: BASIC $ .57 $ .50 $ 1.47 $ 1.30 DILUTED $ .56 $ .49 $ 1.46 $ 1.29 DIVIDENDS PER SHARE $ .2525 $ .2525 $ .7575 $ .7575 =========== =========== =========== =========== AVERAGE SHARES OUTSTANDING: BASIC 408.3 409.4 407.6 408.6 =========== =========== =========== =========== DILUTED 410.9 412.0 410.0 411.4 =========== =========== =========== =========== ACTUAL SHARES OUTSTANDING AT PERIOD END 408.2 407.8 =========== =========== =====================================================================================================
OTHER INCOME (EXPENSE), NET INCLUDES NON-OPERATING ITEMS SUCH AS INTEREST INCOME, FOREIGN EXCHANGE GAINS AND LOSSES, CHARITABLE DONATIONS, AND GAINS ON ASSET SALES. OTHER INCOME (EXPENSE), NET FOR 2002, INCLUDES A $16.5 CREDIT ($10.2 AFTER TAX OR $.02 PER SHARE) RECOGNIZED DURING THE FIRST QUARTER, RELATED TO FAVORABLE LEGAL SETTLEMENTS. - more - - 7 - KELLOGG COMPANY AND SUBSIDIARIES SELECTED OPERATING SEGMENT DATA (millions)
============================================================================================================= YEAR-TO-DATE YEAR-TO-DATE QUARTER ENDED QUARTER ENDED PERIOD ENDED PERIOD ENDED SEPT. 27, SEPT. 28, SEPT. 27, SEPT. 28, (Results are unaudited) 2003 2002 2003 2002 ============================================================================================================= NET SALES United States $1,442.5 $1,405.4 $4,294.6 $4,231.6 Europe 451.1 393.6 1,308.5 1,102.1 Latin America 176.1 160.5 482.1 480.6 All other operating segments* 211.9 177.0 591.3 509.1 Corporate - - - - -------- -------- -------- -------- Consolidated $2,281.6 $2,136.5 $6,676.5 $6,323.4 ======== ======== ======== ======== -------- SEGMENT OPERATING PROFIT United States $ 290.7 $ 282.6 $ 798.9 $ 787.6 Europe 86.8 76.8 227.6 189.5 Latin America 44.8 44.6 130.9 128.8 All other operating segments* 38.6 27.7 111.3 68.7 Corporate (30.1) (16.9) (76.4) (60.3) -------- -------- -------- -------- Consolidated $ 430.8 $ 414.8 $1,192.3 $1,114.3 ======== ======== ======== ========
* INCLUDES CANADA, AUSTRALIA, AND ASIA. - more - - 8 - KELLOGG COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (millions)
============================================================================================== YEAR-TO-DATE YEAR-TO-DATE PERIOD ENDED PERIOD ENDED SEPT. 27, SEPT. 28, (unaudited) 2003 2002 ============================================================================================== OPERATING ACTIVITIES Net earnings $ 599.1 $ 529.9 Adjustments to reconcile net earnings to operating cash flows: Depreciation and amortization 272.0 260.4 Deferred income taxes 57.5 43.8 Other 59.9 45.0 Postretirement benefit plan contributions (59.9) (58.0) Changes in operating assets and liabilities 54.4 249.4 -------- -------- NET CASH PROVIDED BY OPERATING ACTIVITIES 983.0 1,070.5 -------- -------- INVESTING ACTIVITIES Additions to properties (121.2) (136.0) Acquisitions of businesses - (2.2) Dispositions of businesses 14.0 61.0 Other 8.3 (1.9) -------- -------- NET CASH USED IN INVESTING ACTIVITIES (98.9) (79.1) -------- -------- FINANCING ACTIVITIES Net issuances (reductions) of notes payable (135.0) (94.5) Issuances of long-term debt 498.1 - Reductions of long-term debt (710.9) (356.6) Net issuances of common stock 80.4 91.4 Common stock repurchases (76.3) (82.8) Cash dividends (308.8) (310.0) -------- -------- NET CASH USED IN FINANCING ACTIVITIES (652.5) (752.5) -------- -------- Effect of exchange rate changes on cash 9.7 (9.5) -------- -------- Increase in cash and cash equivalents 241.3 229.4 Cash and cash equivalents at beginning of period 100.6 231.8 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 341.9 $ 461.2 ======== ======== SUPPLEMENTAL FINANCIAL DATA: Cash Flow (operating cash flow less property additions)* $ 861.8 $ 934.5 ======== ========
* 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. - more - - 9 - KELLOGG COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET
=============================================================================== (millions, except per share data) SEPT. 27, December 28, 2003 2002 (unaudited) * =============================================================================== CURRENT ASSETS Cash and cash equivalents $ 341.9 $ 100.6 Accounts receivable, net 842.4 741.0 Inventories: Raw materials and supplies 183.6 172.2 Finished goods and materials in process 401.4 431.0 Other current assets 283.2 318.6 --------- --------- TOTAL CURRENT ASSETS 2,052.5 1,763.4 PROPERTY, net of accumulated depreciation of $3,337.0 and $3,012.4 2,716.4 2,840.2 GOODWILL 3,102.6 3,106.6 OTHER INTANGIBLES, net of accumulated amortization of $21.7 and $20.6 2,025.6 2,026.0 OTHER ASSETS 491.5 483.1 --------- --------- TOTAL ASSETS $10,388.6 $10,219.3 ========= ========= CURRENT LIABILITIES Current maturities of long-term debt $ 577.8 $ 776.4 Notes payable 285.9 420.9 Accounts payable 623.6 619.0 Accrued advertising and promotion 371.2 309.0 Other current liabilities 956.1 889.6 --------- --------- TOTAL CURRENT LIABILITIES 2,814.6 3,014.9 LONG-TERM DEBT 4,518.4 4,519.4 DEFERRED INCOME TAXES 1,000.4 986.4 PENSION BENEFITS 351.0 334.5 NONPENSION POSTRETIREMENT BENEFITS 337.8 329.6 OTHER LIABILITIES 148.7 139.4 SHAREHOLDERS' EQUITY Common stock, $.25 par value 103.8 103.8 Capital in excess of par value 25.3 49.9 Retained earnings 2,163.3 1,873.0 Treasury stock, at cost (254.1) (278.2) Accumulated other comprehensive income (loss) (820.6) (853.4) --------- --------- TOTAL SHAREHOLDERS' EQUITY 1,217.7 895.1 --------- --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $10,388.6 $10,219.3 ========= =========
* Condensed from audited financial statements. ### -----END PRIVACY-ENHANCED MESSAGE-----