<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
FORM 10-Q
-------------
Quarterly report pursuant to Section 13 or 15 (d) of the Securities Exchange Act
of 1934
FOR QUARTER ENDED SEPTEMBER 30, 1997
COMMISSION FILE NUMBER 1-4199
CPC INTERNATIONAL INC.
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
36-2385545
(I.R.S. Employer Identification Number)
INTERNATIONAL PLAZA, P.O. BOX 8000
ENGLEWOOD CLIFFS, N.J. 07632-9976
(Address of principal executive office) (Zip Code)
(201)-894-4000
(Registrant's telephone number, including area code)
Former name, former address and former fiscal year, if changed since last
report.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days:
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
CLASS OUTSTANDING AT SEPTEMBER 30, 1997
Common Stock, $.25 par value 143,829,849 shares
<PAGE> 2
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CPC INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
($ Millions except per share amounts) September 30, September 30,
---------------------- ----------------------
1997 1996 1997 1996
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net sales $ 2,024 $ 2,034 $ 6,278 $ 6,295
Cost of sales 1,123 1,151 3,505 3,595
------- ------- ------- -------
Gross profit 901 883 2,773 2,700
Operating expenses 623 614 1,979 1,948
Restructuring charge -- -- 242 --
------- ------- ------- -------
Operating income 278 269 552 752
------- ------- ------- -------
Financing costs 42 37 119 110
------- ------- ------- -------
Income from continuing operations before
income taxes 236 232 433 642
Provision for income taxes 85 86 156 238
------- ------- ------- -------
151 146 277 404
Minority stockholders' interest 4 6 17 16
------- ------- ------- -------
Income from continuing operations 147 140 260 388
Income from discontinued operations,
net of income taxes ($5 -1997; $5 -1996;
$1 -1997; $22 -1996) 8 8 -- 36
Loss on disposal of discontinued operations
net of income taxes ($4 - 1997; $26 - 1997) (18) -- (82) --
------- ------- ------- -------
Net income $ 137 $ 148 $ 178 $ 424
======= ======= ======= =======
Average common shares outstanding 143.7 144.3 143.6 145.0
EARNINGS (LOSS) PER COMMON SHARE:
Continuing operations $ 1.00 $ 0.95 $ 1.75 $ 2.61
Discontinued operations 0.05 0.05 -- 0.25
Loss on disposal of discontinued operations (0.12) -- (0.57) --
------- ------- ------- -------
Net income $ 0.93 $ 1.00 $ 1.18 $ 2.86
======= ======= ======= =======
CASH DIVIDENDS DECLARED PER COMMON
SHARE $ 0.45 $ 0.41 $ 1.27 $ 1.17
</TABLE>
- ------------
See notes to financial statements.
1
<PAGE> 3
CPC INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(Unaudited)
($ Millions) Sept. 30, 1997 Dec. 31, 1996
-------------- -------------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 170 $ 131
Notes and accounts receivable, net 1,178 1,177
Inventories 873 890
Prepaid expenses 68 86
Deferred tax asset 70 47
------- -------
Total current assets 2,359 2,331
------- -------
Investments in and loans to unconsolidated affiliates 26 23
------- -------
Plant and properties 3,477 3,522
Less accumulated depreciation 1,555 1,499
------- -------
1,922 2,023
------- -------
Excess cost over net assets of businesses acquired and other
intangible assets (net of accumulated amortization of $274 and $245) 1,741 1,660
Net assets of discontinued operations 941 1,025
Other assets 165 189
------- -------
$ 7,154 $ 7,251
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Notes and drafts payable $ 1,030 $ 869
Accounts payable and accrued liabilities 1,412 1,510
Income taxes payable 94 81
Dividends payable 65 59
------- -------
Total current liabilities 2,601 2,519
------- -------
Non-current liabilities 753 767
------- -------
Long-term debt 1,696 1,681
------- -------
Deferred taxes on income 24 43
------- -------
Minority interest 115 157
------- -------
Stockholders' equity
Preferred stock, authorized 25 million shares $1 par value -- --
Designations: Series A ESOP convertible 3 million shares designated
2.0 million shares issued at stated value (1996: 2.1 million shares) 182 187
Series A Junior Participating 600,000 shares designated - none issued -- --
Common stock authorized 900 million shares $.25 par value - issued
195.3 million shares 49 49
Capital in excess of par value of stock 206 187
Unearned ESOP compensation (104) (111)
Cumulative translation adjustment (370) (259)
Common stock in treasury at cost - 51.4 million shares (1996: 51.6
million shares) (1,518) (1,499)
Retained earnings 3,520 3,530
------- -------
Total stockholders' equity 1,965 2,084
------- -------
$ 7,154 $ 7,251
======= =======
</TABLE>
- -----------
See notes to financial statements.
2
<PAGE> 4
CPC INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
($ Millions) September 30,
------------------
1997 1996
----- -----
<S> <C> <C>
Cash flows from (used for) operating activities
Net income from continuing operations $ 260 $ 388
Non-cash charges (credits) to net income:
Depreciation and amortization 197 204
Deferred taxes (27) 11
Restructuring charge 242 --
Other, net 14 14
Changes in trade working capital:
Notes and accounts receivable and prepaid expenses 2 (17)
Inventories (4) (90)
Accounts payable and accrued liabilities (186) 76
Net cash flows from discontinued operations 122 (144)
----- -----
Net cash flows from operating activities 620 442
----- -----
Cash flows from (used for) investing activities
Capital expenditures paid (210) (230)
Proceeds from the disposal of plants and properties 10 5
Businesses acquired (282) (11)
Net investing activities of discontinued operations (83) (188)
----- -----
Net cash flows used for investing activities (565) (424)
----- -----
Net cash flows after investments 55 18
----- -----
Cash flows from (used for) financing activities
Purchase of treasury stock (39) (186)
Repayment of long-term debt (78) (167)
New long-term debt 66 330
Net change in short-term debt 201 101
Dividends paid on common stock (177) (166)
Dividends paid on preferred stock (7) (8)
Common stock issued 20 23
Other liabilities (assets) 5 39
----- -----
Net cash flows (used for) provided by financing activities (9) (34)
----- -----
Effects of exchange rate changes on cash (7) (3)
----- -----
Increase (decrease) in cash and cash equivalents 39 (19)
----- -----
Cash and cash equivalents, beginning of year 131 172
----- -----
Cash and cash equivalents, end of period $ 170 $ 153
===== =====
</TABLE>
- --------------
See notes to the financial statements.
3
<PAGE> 5
CPC INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
($ Millions) Preferred
Stock Capital in Unearned Cumulative
Series A Common Excess of ESOP Translation Treasury Retained
ESOP Stock Par Value Compensation Adjustment Stock Earnings
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1996 $ 187 $ 49 $ 187 $ (111) $ (259) $(1,499) $ 3,530
Net income for the period 178
ESOP compensation earned 7
ESOP shares redeemed (5) (3)
Dividends:
Common stock (183)
Series A ESOP preferred stock
dividends, net of taxes (5)
Translation adjustment for the period (111)
Shares issued for:
Stock options, deferred compensation
and restricted stock awards 22 20
Treasury stock acquired (39)
======= ======= ======= ======= ======= ======= =======
Balance, September 30, 1997 $ 182 $ 49 $ 206 $ (104) $ (370) $(1,518) $ 3,520
======= ======= ======= ======= ======= ======= =======
</TABLE>
- ----------------
See notes to financial statements.
4
<PAGE> 6
CPC INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. INTERIM FINANCIAL STATEMENTS
The unaudited consolidated interim financial statements included herein
were prepared by management and reflect all adjustments (consisting solely of
normal recurring items) which are, in the opinion of management, necessary to
present a fair statement of the results of operations for the interim periods
ended September 30, 1997 and 1996 and the financial position as of September 30,
1997 and December 31, 1996.
References to "the Company" are to CPC International Inc. and its
consolidated subsidiaries. These statements should be read in conjunction with
the consolidated financial statements and the related footnotes to these
statements contained in the Company's Annual Report to Stockholders which were
incorporated by reference in Form 10-K for the fiscal year ended December 31,
1996.
2. DISCONTINUED OPERATIONS
On February 26, 1997, the Company announced its intention to spin off
its worldwide corn refining business to shareholders subject to IRS approval as
a tax free transaction, which approval has been received. In accordance with
Accounting Principles Board No. 30 (APB 30), the Company has accounted for this
transaction as a discontinued operation and accordingly, the revenues, costs
and expenses, assets, liabilities and cash flows of the corn refining business
have been excluded from the respective captions in the financial statements and
have been reported separately as discontinued operations. The spin-off
transaction is expected to be completed by the end of 1997.
Summarized financial information for the discontinued operations as
required by APB 30 is set forth below:
<TABLE>
<CAPTION>
For the Three Months Ended For the Nine Months Ended
------------------------------------- -------------------------------------
($ Millions, except per share amounts) Sept. 30, 1997 Sept. 30, 1996 Sept. 30, 1997 Sept. 30, 1996
----------------- ---------------- --------------- ------------------
<S> <C> <C> <C> <C>
Net sales $ 321 $ 358 $ 931 $1,020
Income before income taxes 14 13 3 60
Net income 8 8 --- 36
Earnings per share $0.05 $0.05 $0.00 $ 0.25
</TABLE>
<TABLE>
<CAPTION>
($ Millions) Sept. 30, 1997 Dec. 31, 1996
----------------------- -----------------------
<S> <C> <C>
Current assets $ 399 $ 420
Current liabilities 311 273
Total assets 1,625 1,649
Total liabilities 684 624
======================= =======================
Net assets of discontinued operations $ 941 $1,025
======================= =======================
</TABLE>
5
<PAGE> 7
3. ACCOUNTING PRONOUNCEMENTS
In February, 1997 the Financial Accounting Standards Board issued Statement
No. 128 (FAS 128), "Earnings Per Share," which superseded APB 15, "Earnings Per
Share." FAS 128 requires a dual presentation of basic and diluted earnings per
share on the income statement for companies with complex capital structures. FAS
128 is required to be adopted for year end 1997 and earlier application is not
permitted. The Company does not expect the basic or diluted earnings per share
as measured under this new statement to be materially different from the amounts
reported herein using APB 15.
FAS 129, "Disclosure of Information about Capital Structure," was also
issued in February, 1997. The Company does not expect its current disclosures
regarding capital structure to be materially different under this new statement.
FAS 130, "Reporting Comprehensive Income," was issued in June, 1997 and is
effective for the Company's 1998 fiscal year. This statement requires the
reporting of comprehensive income as part of a full set of financial statements.
The Company will comply with the requirements of this Statement.
Also in June 1997, FAS 131, "Disclosure about Segments of an Enterprise and
Related Information," was issued and requires certain information be reported
about operating segments of an enterprise on an annual and interim basis. This
statement is effective for the Company's 1998 fiscal year. The Company will
comply with the requirements of this statement and does not expect to report
materially different segment information.
4. RESTRUCTURING AND SPIN-OFF CHARGES
During the second quarter of 1997, the Company recorded a pre-tax charge of
$242 million for the restructuring of its continuing operations which includes
the sale of certain non-core businesses, plant closings, the consolidation and
reconfiguration of the manufacturing and distribution systems and processes, and
the reorganization of administrative functions.
The restructuring charge and its utilization is summarized below:
<TABLE>
<CAPTION>
($ Millions) Charge To be Utilized in
1997 Charge Utilized Future Periods
----------------- --------------- ---------------------
<S> <C> <C> <C>
Employee costs $108 $ 2 $106
Plant and support facilities 94 84 10
Other 40 2 38
----------------- --------------- ---------------------
Total $242 $ 88 $154
================= =============== =====================
</TABLE>
At September 30, 1997, $131 million of the restructuring charge was
included in current liabilities.
During the second quarter, the Company also recorded a pre-tax charge of
$86 million related to the spin-off/restructuring of its corn refining
operations. The spin-off portion of the charge includes direct costs of spinning
off this business such as fees in the legal, tax and investment banking areas.
The restructuring portion contains other costs for the separation of facilities
that were used to produce both consumer foods and corn-derived products
including staffing reductions. These restructuring actions are taking place
mainly in the international operations of the corn refining business.
6
<PAGE> 8
During the third quarter of 1997, the Company recorded an additional
pre-tax charge of $23 million related to finalization of plans regarding certain
spin-off/restructuring elements.
The spin-off/restructuring charges comprising the loss on disposal of
discontinued operations is summarized below:
<TABLE>
<CAPTION>
($ Millions) Charge To be Utilized in
1997 Charge Utilized Future Periods
------- ------- -------
<S> <C> <C> <C>
Spin-off Costs $ 15 $ 3 $ 12
======= ======= =======
Restructuring Charge
Employee costs 54 8 46
Plant and support facilities 23 15 8
Other 17 7 10
------- ------- -------
Total $ 94 $ 30 $ 64
======= ======= =======
</TABLE>
5. INVENTORIES
Inventories are summarized as follows:
<TABLE>
<CAPTION>
($ Millions) Sept. 30, 1997 Dec. 31, 1996
----------- -----------
<S> <C> <C>
Finished and goods in process $ 567 $ 559
Raw materials 189 206
Supplies 117 125
----------- -----------
$ 873 $ 890
=========== ===========
</TABLE>
6. LONG-TERM DEBT
Long-term debt is summarized as follows:
<TABLE>
<CAPTION>
($ Millions) Sept. 30, 1997 Dec. 31, 1996
----------- -----------
<S> <C> <C>
7.71% ESOP guaranteed notes due December 2004 $ 139 $ 147
5.625% -- 6.75% pollution control revenue bonds
due 2007-2016 15 15
6.15% notes due 2006 300 300
7.25% notes due 2026 300 300
Medium term notes at various rates due 1998-2005 200 200
5% Swiss franc debentures 137 159
6.75% German mark debentures 115 131
Commercial paper supported by revolving
credit agreements 150 150
Other secured and unsecured notes and loans
at various rates and due dates 406 325
----------- -----------
1,762 1,727
----------- -----------
Less current maturities 66 46
----------- -----------
$ 1,696 $ 1,681
=========== ===========
</TABLE>
7
<PAGE> 9
On August 18, 1997, the Company's Registration Statement for borrowings of
up to $500 million to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933 was declared effective. On October 24,
1997, the Company issued Medium Term Notes under this Registration Statement as
follows: $100 million of 5.6% Notes due 2097 and $150 million of 7% Notes due
2017.
7. CONSOLIDATED STATEMENTS OF CASH FLOWS
Supplementary information for the consolidated statements of cash flows
is set forth below:
<TABLE>
<CAPTION>
($ Millions) Nine Months Ended Sept. 30,
1997 1996
----------- -----------
<S> <C> <C>
Cash paid during the period for:
Interest $ 124 $ 126
Income taxes 143 188
Details of businesses acquired were as follows:
Fair value of assets acquired $ 308 $ 11
Less: Liabilities assumed 26 --
----------- -----------
Net cash paid $ 282 $ 11
=========== ===========
</TABLE>
8. ACQUISITIONS
During 1997, the Company purchased, for a total of $282 million,
additional ownership interests in two affiliates where it did not own 100% and
the Starlux business in Spain. This business has annual sales of approximately
$160 million and includes Starlux bouillons and meal dishes, and Nocilla
chocolate hazlenut spread. Starlux products are marketed in both the retail and
foodservice sectors.
9. FINANCIAL INSTRUMENTS
The Company's policies regarding hedging foreign currency cash flows and
commodities are set forth in the Annual Report to Stockholders which was filed
with the Commission as Exhibit 13 to Form 10-K for the year ended December 31,
1996.
At September 30, 1997, the Company had forward exchange contracts to
deliver $308 million of foreign currencies comprising $15 million in German
marks, $13 million in Swiss francs, $39 million in Italian lira, $48 million in
Dutch guilders, $47 million in French francs, $121 million in Spanish peseta,
and $25 million in various other currencies. The Company also had, at September
30, 1997, contracts to purchase $89 million worth of foreign currencies
comprising $13 million in Norwegian kroner, $56 million in Swiss francs, $13
million in Dutch guilders, and $7 million in various other currencies.
At December 31, 1996, the Company had forward exchange contracts to
deliver $323 million of foreign currencies comprising $128 million in French
francs, $44 million in Italian lira, $57 million in Dutch guilders, $25 million
in German marks, $25 million in Swiss francs, and $44 million in various other
currencies. The Company also had contracts to purchase $94 million in foreign
currencies consisting of $45 million in French francs and the remaining balance
in various other currencies.
The Company's corn refining operations (discontinued) had an unrealized
gain on corn future contracts of $2.4 million at September 30, 1997.
8
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
For the three months ended September 30, 1997, the Company had net income
of $136.5 million or $0.93 per common share compared with net income of $148.2
million or $1.00 per common share in the same quarter last year. However this
year's results included an after-tax charge of $18.2 million or $0.12 per common
share related to additional charges for the spin-off and restructuring of the
corn refining business. Net income and earnings per share from continuing
business of $146.4 and $1.00 increased 4.3% and 5.3%, respectively. Strong
margin improvements, volume gains and a lower effective tax rate more than
compensated for currency declines. The Company's corn refining (discontinued)
operations reported net income and earnings per share of $8.3 million or $0.05
per share compared with $7.8 million or $0.05 per share last year.
Worldwide sales from continuing operations for the three months ended
September 30, 1997 were $2.0 billion, .5% lower than sales in the same quarter
last year. Third quarter sales were negatively impacted by the stronger U.S.
dollar against European currencies compared to last year.
For the nine months ended September 30, 1997, the Company had net income of
$177.5 million or $1.18 per common share compared with net income of $424.4
million or $2.86 per share last year. The results for 1997 include after-tax
charges of $155.1 million ($1.08 per share) and $82.6 million ($0.57) per share)
for the second quarter restructuring charge and the spin-off charge,
respectively (see discussion under Restructuring and Spin-Off Charges below).
Excluding the restructuring charge, the continuing operations had net income of
$414.8 million or $2.83 per share compared with $387.8 million or $2.61 per
share last year. Strong margin improvements, volume gains and a lower effective
tax rate more than compensated for currency declines. The Company's corn
refining (discontinued) operations reported net income and earnings per share of
$0.4 million or $0.00 per share compared with $36.6 million or $0.25 per share
last year, respectively.
Worldwide sales from continuing operations for the nine months ended
September 30, 1997 were $6.3 billion, the same as last year despite the negative
impact of the stronger U.S. dollar against European currencies.
Divisional results below exclude the effect of restructuring and spin-off
charges
BEST FOODS PERFORMS WELL COMPARED TO STRONG QUARTER LAST YEAR
Best Foods, CPC's North American business, posted a fractional sales
decline but nevertheless growth in operating income of 1.2%, compared to the
third quarter last year when operating income rose 9%. Best Foods' volume gain
of 1.6% partially offset the negative effects of unfavorable product mix and
increased trade expenditures. The third quarter included good growth in the
division's dressings business, chiefly Hellmann's and Best Foods mayonnaise and
pourable dressings. Volumes of Knorr products advanced robustly again this
quarter, while Skippy peanut butter volumes remained level and volumes of
Mueller's pasta were slightly lower.
For the nine-month period, Best Foods reported 2.4% sales growth on a 2.1%
volume gain, and an advance in operating income of 5.7%, compared to the prior
year.
9
<PAGE> 11
INTERNATIONAL RESULTS
CPC's European branded foods business posted a third-quarter sales decline
of 3.3%, entirely due to the negative impact of weaker European currencies.
Volumes grew 3.1%, including the addition of the Starlux business in Spain at
the end of the third quarter. Operating income was 9.2% higher on increased
volume and strong margin improvements. Excluding the negative effect of European
currencies, operating income grew 17%.
For the first nine months, CPC Europe reported a sales decline of 3.4%,
although volumes advanced 1.9%. Operating income for the period rose a robust
10.1%.
CPC's Latin American branded foods business recorded a third-quarter sales
advance of 3% on a 2.5% volume gain. Operating income was 1.4% higher for the
period, with the effect of volume growth overcoming lower margins.
Nine-month results for Latin America showed gains of 3.7% and 3% in sales
and operating income, respectively, compared against a strong comparable period
last year.
CPC's Asian branded foods business posted a slight third-quarter sales
decline, but an operating income advance of 13%. The sales decline reflects the
sale of the Korean business in the fourth quarter of 1996. For the nine months,
CPC's Asian sales were 2.4% lower, but operating income advanced 2.1%.
BAKING DIVISION SHOWS CONTINUED PROGRESS
CPC's baking business, which was tripled in size two years ago with the
acquisition of Entenmann's and other leading brands, continued largely to meet
CPC's acquisition objectives. Sales in the quarter rose 3.4%, and operating
income was up 4.5%. For the nine-month period sales and operating income were
2.2% and 1.9% higher, respectively. Volumes of Thomas' products and Oroweat and
Freihofer's breads rose solidly, while sales of sweet baked goods, chiefly under
the Entenmann's brand, were slightly lower. The new Entenmann's Light line,
introduced in April, and the Entenmann's cereal bars continued to perform well
in the third quarter, During the quarter, the business launched an Entenmann's
soft cookie line, which has been well received by the trade and consumers.
CORN REFINING RESULTS CONTINUE TO REFLECT OVER-CAPACITY IN N.A. HFCS SECTOR
CPC's corn refining business, scheduled for spin-off by year's end,
continued to show the effects in North America of the over-capacity in the high
fructose corn syrup sector of the industry and resulting pricing difficulties.
Outside North America, volumes grew substantially, chiefly from increased use of
CPC's high maltose corn syrup in the Latin American brewing industry. Operating
income from the international corn refining operations grew at double-digit
rates in both the quarter and the nine-month period.
For the corn refining business as a whole, sales in the third quarter were
10.4% lower, while operating income was down 2.1%, reflecting price declines,
offset in part by a better product mix and lower corn prices.
10
<PAGE> 12
RESTRUCTURING AND SPIN-OFF CHARGES
During the third quarter of 1997, the Company recorded an additional
spin-off/restructuring charge of $22.8 million ($18.2 million after taxes or
$.12 per share) related to the finalization of certain spin-off plans for the
discontinued operations. This, together with the second quarter
spin-off/restructuring charge of $85.8 million ($64.4 million after taxes or
$.45 per share), brings the total spin-off/restructuring charge to $108.6
million ($82.6 million after taxes or $.57 per share). These charges represent
the cost of separating the corn refining operations from the Company and
includes direct costs such as fees in the legal, tax and investment banking
areas, and other costs of a restructuring nature for the separation of
facilities that were used to produce both consumer foods and corn-derived
products including staffing reductions. These actions are taking place mainly
in the international operations of the corn refining business.
During the second quarter of 1997, the Company recorded a restructuring
charge of $242.3 million ($155.1 million after taxes or $1.08 per share).
This charge pertains to all of the Company's continuing operations with
approximately 50% for the consumer foods business, 35% for the baking business,
and 15% for reductions in corporate overhead. The majority of the activities to
be undertaken in the consumer foods business pertain to the European and North
American operations and include the sale of certain non-core businesses, plant
closings, and the reorganization of administrative functions. The baking
business restructuring includes continued consolidation and reconfiguration of
the manufacturing and distribution systems and processes to improve overall
business efficiency and effectiveness.
For more information on these charges see note four in the Notes to
Consolidated Financial Statements on page six of this report.
NAME CHANGE
On October 17, 1997, the Company announced that effective January 1, 1998,
it will change its name to Bestfoods. This name change is being made in
connection with the spin-off of the Company's corn refining business. The New
York Stock Exchange symbol for Bestfoods will be BFO, as of January 2, 1998.
11
<PAGE> 13
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In previous reports concerning the site of a former subsidiary, Ott
Chemical Company located in Muskegon, Michigan, the Company reported that it had
been held liable under the Comprehensive Environmental Response, Compensation
and Liability Act, in a 1991 decision by the U.S. District Court for the Western
District of Michigan. The Company also previously reported that on July 14,
1995, the U.S. Court of Appeals for the Sixth Circuit reversed the District
Court's finding of liability against the Company and that following such
reversal, the Court of Appeals directed an en banc rehearing of the decision
which was held on December 6, 1995. On May 13, 1997, the Court of Appeals,
sitting en banc, reaffirmed the Sixth Circuit's reversal of the District Court
finding. The Company also reported that the government filed an Application for
an Extension of Time within which to file a Petition for Certiorari up to and
including September 10, 1997. Petitions for Certiorari were filed by the U.S.
government and the State of Michigan and the Company has filed a Brief in
Opposition to Certiorari. The U.S. Supreme Court is expected to rule on the
Petition for Certiorari in late 1997 or early 1998.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits pursuant to Item 601 of Regulation S-K.
Exhibit 11 - Statements re: computation of earnings per common share
(Part I data)
Exhibit 12 - Statement regarding the computation of ratios of earnings
to fixed charges.
b) Reports on Form 8-K.
There were no reports filed on Form 8-K during the third quarter of
1997.
12
<PAGE> 14
CPC INTERNATIONAL INC. AND SUBSIDIARIES
SIGNATURES
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 thereunto duly authorized.
CPC INTERNATIONAL INC.
DATE: November 12, 1997
/S/ Bernard H. Kastory
--------------------------------
(Bernard H. Kastory)
Senior Vice President, Finance
and Administration
DATE: November 12, 1997
/S/ Rainer H. Mimberg
---------------------------------
(Rainer H. Mimberg)
Vice President, Finance & Comptroller
13
<PAGE> 1
EXHIBIT 11
CPC INTERNATIONAL INC. AND SUBSIDIARIES
SCHEDULE OF COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
($ Millions, except per share amounts) Three Months Ended Nine Months Ended
September 30, September 30,
---------------------- ----------------------
PRIMARY 1997 1996 1997 1996
------- ------- ------- -------
<S> <C> <C> <C> <C>
Income from continuing operations $ 146.4 $ 140.4 $ 259.7 $ 387.8
Less: Preferred stock dividends, net of taxes 2.9 2.8 8.5 8.4
------- ------- ------- -------
Income from continuing operations available to
common stockholders 143.5 137.6 251.2 379.4
Income from discontinued operations 8.3 7.8 .4 36.6
Loss on disposal of discontinued operations (18.2) -- (82.6) --
------- ------- ------- -------
Net Income - Common Shares $ 133.6 $ 145.4 $ 169.0 $ 416.0
======= ======= ======= =======
Weighted average shares outstanding 143.7 144.3 143.6 145.0
------- ------- ------- -------
PRIMARY EARNINGS PER SHARE (a)
Income from continuing operations $ 1.00 $ 0.95 $ 1.75 $ 2.61
Income from discontinued operations 0.05 0.05 -- 0.25
Loss on disposal of discontinued operations (0.12) -- (0.57) --
------- ------- ------- -------
Net Income $ 0.93 $ 1.00 $ 1.18 $ 2.86
======= ======= ======= =======
FULLY DILUTED
Income from continuing operations $ 146.4 $ 140.4 $ 259.7 $ 387.8
Adjustments to net income:
Assumed additional cost if ESOP shares
are fully converted net of certain tax benefits (.5) (.6) (1.9) (2.0)
------- ------- ------- -------
Fully diluted income from continuing operations 145.9 139.8 257.8 385.8
Income from discontinued operations 8.3 7.8 .4 36.6
Loss on disposal of discontinued operations (18.2) -- (82.6) --
------- ------- ------- -------
Net Income - Fully Diluted $ 136.0 $ 147.6 $ 175.6 $ 422.4
======= ======= ======= =======
Weighted average shares outstanding 143.7 144.3 143.6 145.0
Add incremental shares representing:
Shares issuable upon exercise of stock options
based on year-end market price 1.0 .7 1.0 .7
Performance incentive shares issuable
based on year-end market price .2 .1 .1 .1
Shares issuable upon conversion of ESOP shares 4.1 4.2 4.2 4.3
------- ------- ------- -------
Weighted average number of shares as adjusted 149.0 149.3 148.9 150.1
======= ======= ======= =======
FULLY DILUTED EARNINGS PER SHARE
Income from continuing operations $ 0.98 $ 0.93 $ 1.73 $ 2.57
Income from discontinued operations 0.05 0.05 -- 0.24
Loss on disposal of discontinued operations (0.12) -- (0.57) --
------- ------- ------- -------
Net Income $ 0.91 $ 0.98 $ 1.16 $ 2.81
======= ======= ======= =======
</TABLE>
(a) Incremental shares have not been considered in the computation of
primary earnings per share in accordance with generally accepted
accounting principles which requires the inclusion only when the
dilutive effect is greater than three percent.
14
<PAGE> 1
EXHIBIT 12
CPC INTERNATIONAL INC. AND SUBSIDIARIES
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
($ Millions) FOR THE NINE
MONTHS ENDED FOR THE YEARS ENDED DECEMBER 31,
SEPT. 30, 1997* 1996 1995 1994 1993 1992
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
INCOME BEFORE INCOME TAXES $ 432.7 $ 917.1 $ 877.0 $ 614.7 $ 790.3 $ 744.5
-------- -------- -------- -------- -------- --------
Add (subtract):
Portion of rents representative
of interest 25.5 34.3 26.3 25.3 20.9 21.7
Interest on bonds, mortgages
& similar debt 62.8 74.2 55.2 51.9 56.1 64.7
Other interest 58.1 131.8 86.5 54.6 53.7 51.0
Interest expense included in
cost of plant construction (2.3) (12.9) (6.6) (6.2) (6.7) (6.4)
Income of unconsolidated
venture -- -- -- 3.9 -- 5.4
-------- -------- -------- -------- -------- --------
Income as adjusted $ 576.8 $1,144.5 $1,038.4 $ 744.2 $ 914.3 $ 880.9
======== ======== ======== ======== ======== ========
FIXED CHARGES:
Portion of rents representative
of interest $ 25.5 $ 34.3 $ 26.3 $ 25.3 $ 20.9 $ 21.7
Interest on bonds, mortgages
& similar debt 62.8 74.2 55.2 51.9 56.1 64.7
Other interest 58.1 131.8 86.5 54.6 53.7 51.0
-------- -------- -------- -------- -------- --------
$ 146.4 $ 240.3 $ 168.0 $ 131.8 $ 130.7 $ 137.4
======== ======== ======== ======== ======== ========
RATIO OF EARNINGS TO
FIXED CHARGES 3.9 4.8 6.2 5.6 7.0 6.4
======== ======== ======== ======== ======== ========
</TABLE>
* Excludes results of discontinued operations.
15
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 170
<SECURITIES> 0
<RECEIVABLES> 1,178
<ALLOWANCES> 0
<INVENTORY> 873
<CURRENT-ASSETS> 2,359
<PP&E> 3,477
<DEPRECIATION> 1,555
<TOTAL-ASSETS> 7,154
<CURRENT-LIABILITIES> 2,601
<BONDS> 0
0
182
<COMMON> 49
<OTHER-SE> 1,734
<TOTAL-LIABILITY-AND-EQUITY> 7,154
<SALES> 0
<TOTAL-REVENUES> 6,278
<CGS> 3,505
<TOTAL-COSTS> 4,057
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 433
<INCOME-TAX> 156
<INCOME-CONTINUING> 260
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 178
<EPS-PRIMARY> 1.18
<EPS-DILUTED> 0
</TABLE>
