Bestfoods today reported a second quarter earnings per share increase of 11.5% to $.68 per share from $.61 per share in the same period last year. These results and those discussed below exclude a charge of $30 million after taxes or $.11 per share related to expenses accrued through June 30, 2000, associated with the planned acquisition of Bestfoods by Unilever.

Net income for the quarter rose 9.9% to $193 million from $176 million in 1999. Operating income was 10% higher, increasing to $366 million from $333 million in last year's second-quarter.

Volumes increased 7.4%, with all of Bestfoods' operating divisions reporting gains. About two thirds of the improvement came from recent acquisitions.

Margins overall were higher, with an especially strong gain in Europe, but the benefit was offset by the impact of negative currency comparisons, also chiefly in Europe.

For the quarter, worldwide sales rose 2.5% to $2.21 billion from $2.15 billion in 1999.

Said C. R. Shoemate, chairman and chief executive officer, "This was a good quarter for Bestfoods, particularly in light of the significant impact unfavorable European currency rates had on our reported sales and earnings.

"In North America, our consumer foods division turned in an excellent operating income performance, with the recently acquired Case-Swayne foodservice acquisition -- now part of our new International Food Solutions unit -- making an important contribution. And our baking business in the U.S. continues to fire on all cylinders, with volume growth across all major categories delivering a strong double-digit earnings gain.

"Recent acquisitions also contributed to our fine performance in Latin America. Our volumes grew well compared to the second quarter of 1999, despite continuing difficult economic conditions in some countries, particularly Argentina and Chile. In Asia we're seeing good growth, including excellent progress in China, India, and Pakistan, where we're beginning to realize some of the great promise of these big emerging markets.

"Our business in Europe is very sound and continues to progress well. Our success there in improving our profitability lessened the impact of negative currency rates, which nevertheless impeded Bestfoods' overall performance for the quarter."

For the first half of the year, earnings per share rose 12.7% to $1.24 per share, compared to the $1.10 per share earned in 1999. During the six-month period, net income increased 10.4% to $353 million from $320 million, and operating income rose 9.1% to $674 million from $618 million in 1999. Worldwide sales for the first half rose 1.8% to $4.43 billion from $4.35 billion.

Second Quarter Divisional Results

In North America, Bestfoods' consumer foods division reported a robust 13% earnings increase in the second quarter. Sales rose 4.8% on the strength of the Case-Swayne food ingredient acquisition. Excluding the acquisition, volumes for the quarter were flat. Volumes for Hellmann's and Best Foods mayonnaise were lower in the quarter, but up 5.6% for the first six months of the year. Volumes of new Hellmann's and Best Foods' Citrus Splash salad dressings and other dressings products, Knorr brand products, and peanut butter, including new Skippy Doubly Delicious! peanut butter, were higher, while volumes of Mueller's pasta and Mazola oils declined. During the quarter the division introduced NutraBlend beverages, a line of flavored and regular soy drinks inspired by Bestfoods' successful AdeS soy beverages in Latin America. Also introduced to the retail trade: Mazola vegetable oil with added Vitamin E. Favorable commodity prices contributed to the earnings gain.

The Bestfoods baking division reported a 25% gain in operating income, for its eleventh consecutive quarter of double-digit earnings growth. Sales for the quarter were 3.2% higher than in 1999. The gains were due to margin improvement and higher volumes in all major product segments. Volumes for Thomas' English muffins and Thomas' bagels where higher, and premium bread grew strongly, led by a double-digit increase for Arnold bread. Total Entenmann's sweet baked goods volumes were also higher, supported by national television advertising. The successful Entenmann's Little Bites snack cakes were extended into the Central Mountain states, Thomas' Gourmet bagels were added in the Northeast and Midwest, and Boboli garlic bread was introduced in the Northeast and Southeast.

Bestfoods Latin America reported an 18% operating income gain and a 29% sales increase compared to the prior year's second quarter, when a currency devaluation in Brazil severely constrained Bestfoods' performance. Volumes were up 7.2%, excluding acquisitions, and 33% higher including the recently acquired Arisco business in Brazil and the Molinos de la Plata dressings business in Argentina. Bestfoods' business in Mexico had an excellent quarter, the businesses in Brazil and Colombia showed good signs of recovery, and sales through Bestfoods' foodservice network were strong in nearly all countries.

Bestfoods Europe's sales decreased 6.9% in the quarter. Operating income fell 1%, as the contribution of higher volumes and margin improvements was more than offset by a negative currency impact of $14.4 million. Excluding the impact of currencies, operating income from Europe would have increased 8.2% and sales would have risen 2%. For the first six months of 2000, Europe's operating income grew 16% excluding the impact of currencies.

Operating income from Bestfoods Asia rose 28%, aided by strong margin improvement. Sales increased 10.8% led by strong growth in China -- where sales rose 52%. Recent acquisitions in India and Pakistan continued to drive volumes in those countries. Across the region, retail volumes for Knorr bouillon and soup were up 9% and 24%, respectively. Foodservice volumes for the division were 19% higher than in the second quarter of 1999.

Second Quarter Highlights

On June 6, 2000, Bestfoods and Unilever announced that they had signed a definitive merger agreement whereby Unilever will acquire all the outstanding shares of Bestfoods for $73 per share in cash. The transaction is conditional upon, among other things, the approvals of Unilever and Bestfoods shareholders and regulatory approvals, including European Union and United States anti-trust clearances. The transaction is expected to be completed in the fourth quarter of 2000. The combined company would have had 1999 revenues and operating income of approximately $52.3 billion and $6.2 billion, respectively.

New Products

Recent new products and product extensions include:

-- Argentina: Knorr Pots hot savory snacks in cups -- Austria: Knorr frozen soups in five varieties -- Brazil: four varieties of Hellmann's flavored mayonnaise -- Canada: Knorr Creations meal kits -- China: Knorr chicken and mushroom and chicken and ham soups. -- Colombia and Venezuela: Knorr Desmenuzado powdered seasonings -- France: Knorr La recette du jour aseptically packaged soups. Knorr soup kiosks opened in two Paris train stations. -- Hungary: Hearty Knorr soups in glass jars -- India: Brown & Polson "Fresh Delite" instant fruit drink powder -- Indonesia: Knorr macaroni soup -- Mexico: Knorr aseptically packaged soups -- Nordic countries: Knorr TasteBreaks cup soups -- Russia: local manufacturing of Delikat seasonings -- United States: NutraBlend soy beverages, Mazola vegetable oil, Boboli garlic bread; Thomas' Gourmet bagels

To provide the clearest possible description of our business and outlook, this report contains forward-looking statements based on our best current information and reasonable assumptions about anticipated developments. Statements including such words as "expects", "anticipates", "intends", "plans", "believes", "estimates" and other similar expressions are intended to identify such forward-looking statements. Because of the risks and uncertainties that always exist in any operating environment or business, we cannot make assurances that these expectations will prove correct. Actual results and developments may differ materially depending upon currency values, competitive pricing, consumption levels, costs and political and social conditions in the economies and environments where Bestfoods operates.

ABOUT BESTFOODS: Bestfoods, formerly CPC International Inc., is the nation's most international food company, with sales of $8.6 billion in 1999. Best known among Bestfoods' U.S. products are: Hellmann's and Best Foods mayonnaise and dressings; Mazola corn oil and margarine; Skippy peanut butter; Knorr soups, sauces, and bouillons; Entenmann's sweet baked products; Thomas' English muffins; Arnold, Brownberry, Freihofer's, and Oroweat breads; Boboli pizza crusts; Mueller's pasta; and Karo syrup. Bestfoods' global Knorr brand comprises one of the world's most extensive lines of products. Bestfoods is the most international food company based in the U.S., with operations in more than 60 countries and products marketed in 110 countries. For more information about Bestfoods, visit the company's website on the Internet at: http://www.bestfoods.com.


Bestfoods - Divisional Results


($ millions) Three Months Ended Six Months Ended
June 30, June 30,
-------------------- ------------------
Net Sales 2000 1999 % 2000 1999 %
--------- ------- ------- ----- ----- ------ ------

North America $ 533 $ 508 4.8 $ 956 $ 883 8.3
Europe 840 903 (6.9) 1,795 1,898 (5.4)
Latin America 302 234 29.4 583 533 9.4
Asia 96 87 10.8 210 186 13.4
Baking 437 423 3.2 882 850 3.7
------- ------- ----- ----- ------ ------
Total Operations $2,208 $2,155 2.5 $4,426 $4,350 1.8
======= ======= ===== ====== ====== ======

Operating Income
----------------

North America $ 112 $ 99 13.3 $ 154 $ 144 6.4
Europe 156 158 (1.0) 332 316 5.2
Latin America 58 49 17.8 123 110 12.3
Asia 14 11 28.2 31 25 25.8
Baking 33 26 24.6 61 47 28.3
Corporate Expenses (7) (10) (32.3) (27) (24) 10.8
Total Operating Income $ 366 $ 333 10.0 $ 674 $ 618 9.1
======= ======= ===== ====== ====== ======


Bestfoods and Subsidiaries
Consolidated Statements of Income
(All figures are in millions except per share amounts)


Three Months Ended Six Months Ended
June 30, June 30,
------------------ ----------------
2000 1999 2000 1999
------ ------ ------- ------

Net sales $ 2,208 $ 2,155 $ 4,426 $ 4,350
Cost of sales 1,158 1,131 2,314 2,308
------ ------- ------- ------
Gross profit 1,050 1,024 2,112 2,042

Operating expenses 684 691 1,438 1,424
------ ------- ------- ------
Operating income 366 333 674 618
Merger related expenses 45 -- 45 --
------ ------- ------- ------
321 333 629 618

Financing costs 59 50 106 97
------ ------- ------- ------
Income before income taxes 262 283 523 521
Provision for income taxes 88 98 175 180
------ ------- ------- ------
174 185 348 341

Minority stockholders'
interest 11 9 25 21
------ ------- ------- ------
Net income $ 163 $ 176 $ 323 $ 320
====== ======= ======= ======
Average common shares
outstanding:
Basic 274.5 279.0 275.4 279.9
Diluted 285.1 288.0 284.9 288.9

Earnings per common share:
Basic $ .59 $ .62 $ 1.16 $ 1.13
Diluted .57 .61 1.13 1.10
Excluding merger related
expenses:
Basic .70 .62 1.27 1.13
Diluted .68 .61 1.24 1.10

Cash dividends declared
per common share $ .265 $ .245 $ .53 $ .49


This is an unaudited interim statement prepared by management and
reflects all adjustments which are, in the opinion of management,
necessary to a fair statement of results for the interim periods.


Englewood Cliffs, NJ, July 12, 2000 Philip Terenzio,
Vice President & Controller



Bestfoods - Divisional Results Second Quarter Variance

($ millions) Due to:
------------------

2000 1999 % Volume Price FX % Inc. Volume
---- ---- ----- ------ ----- ---- -------------
Net Sales
---------
North America $ 533 $ 508 4.8 $ 33 $ (8) $ -- 6.5
Europe 840 903 (6.9) 16 2 (81) 1.8
Latin America 302 234 29.4 78 (4) (6) 33.4
Asia 96 87 10.8 18 (8) (1) 21.3
Baking 437 423 3.2 14 -- -- 3.2
--- --- ---- --- ---- ---- ----
Total
Operations $2,208 $2,155 2.5 $ 159 $(18) $ (88) 7.4
====== ===== ===== ===== ====== ===== =====

Operating Income Volume Margin FX
---------------- ------ ------ ----

North America $ 112 $ 99 13.3 $ 11 $ 2 $ --
Europe 156 158 (1.0) 2 10 (14)
Latin America 58 49 17.8 12 (2) (1)
Asia 14 11 28.2 1 2 --
Baking 33 26 24.6 6 1 --
Corporate
Expenses (7) (10) (32.3) -- 3 --
------- ----- ------ ------- ------ ------

Total Operating
Income $ 366 $ 333 10.0 $ 32 $ 16 $ (15)
======= ===== ====== ====== ======= =======




Bestfoods
Analysis of Change in EPS 2000 versus 1999

Diluted
---------------------------------

($ Per Share) Second Quarter Six Months
----------------------- --------------------- ----------------

Higher volumes $ .08 $ .15
Margin improvement .04 .09
Currency impact (.04) (.11)
Financing cost (.02) (.02)
Shares outstanding .01 .02
Tax rate .01 .02
Minority interest (.01) (.01)
---------------------- ----------------
Total change in EPS $ .07 $ .14

EPS 1999 .61 1.10
---------------------- ----------------

EPS 2000, excluding merger
related expenses $ .68 $ 1.24
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