TIDMHSH 
 
 

The Hillshire Brands Company (NYSE: HSH) today reported earnings for its first quarter of fiscal year 2013.

 

First Quarter Highlights (continuing operations)

 
 
    -- Adjusted1 diluted EPS increased by $0.19 to $0.51; reported 

diluted EPS increased $0.31 to $0.41

 
    -- Adjusted net sales increased by 2% to $1.01 billion; reported net 

sales declined 1.4%

 
    -- Adjusted operating income increased 76.3% to $105 million; reported 

operating income increased $60 million to $87 million

 
    -- Strong performance in the Retail segment, with sales growth of 3% and 

adjusted operating segment income growth of 45.5%

 

CEO Perspective

 

"I am very pleased with our first quarter performance," said Sean Connolly, chief executive officer, The Hillshire Brands Company. "Our volumes are moving in the right direction, our key brands are gaining strength, our costs are coming down and our team is markedly stronger. Overall, we are off to an encouraging start against our three-year plan to build a consistently growing and more profitable branded food company."

 

He added, "While we are pleased with this progress, we recognize that we are only one quarter into our year. We want to wait for greater visibility into the cost picture and see our momentum continue to develop further before making any changes to our outlook. Accordingly, our full year guidance, given on August 9, remains unchanged at this time."

 
  Key Financial Data, Continuing Operations 
  $ in millions, except per share 
                        First Quarter 
                        2013     2012     % Change 
  Adjusted Net Sales    $ 1,011  $ 991    2.0  % 
  Reported Net Sales      1,011    1,025  (1.4 )% 
  Adj. Operating Income   105      60     76.3 % 
  Rep. Operating Income   87       27     NM 
  Adj. Diluted EPS        0.51     0.32   59.4 % 
  Rep. Diluted EPS        0.41     0.10   NM 
 
 

Discussion of Continuing Operations Results

 

The company posted increases in adjusted net sales and adjusted operating income versus the first quarter of fiscal 2012. Higher adjusted net sales, coupled with lower expenses, including deflationary commodities, actions taken to lower SG&A costs, and lower variable costs, drove higher adjusted operating income.

 

Retail

 

Net sales in the Retail segment increased 3.0% in the quarter, driven by 2.3% volume growth. Adjusted operating segment income increased by 45.5%, primarily due to lower input costs and lower SG&A costs, reflecting the benefit of the company's cost reduction programs.

 

Jimmy Dean turned in a strong performance during the quarter, with double-digit sales growth. Ball Park also posted solid top line growth during the key summer hot dog season and the brand's new Flame Grilled Patties continued to perform well. Aidells continued to deliver strong double-digit growth and launched several new products, including hot dogs and all-natural salame. Each of these brands received strong MAP support, reflecting the company's commitment to brand building for the long-term.

 

Foodservice/Other

 

In the first quarter, Foodservice/Other adjusted net sales declined 1.6%. While volumes increased, revenues declined on a less profitable sales mix and lower pricing tied to declining input costs. Adjusted operating segment income increased $3 million, as a result of positive price recovery and lower SG&A expenses.

 

Foodservice Bakery struggled as industry trends for dessert consumption continued to decline and as the business was impacted by the lingering negative effects following the plant upgrades in the Tarboro, N.C. facility.

 

Australian Bakery

 

The Australian Bakery segment reported a 2.3% decline in sales in the quarter. The sales decline was expected, driven by the closing of a number of outlet stores and the exiting of unprofitable private label businesses. Excluding negative currency impacts, sales were down 1.1%. Adjusted operating segment income increased by $2 million on lower costs.

 

Corporate

 

The company's corporate expenses, excluding significant items, declined $14 million versus the first quarter of fiscal 2012, to $8 million. This reduction was driven primarily by an $8 million year-over-year increase in commodity mark-to-market gains, as well as cost savings initiatives, including headcount reductions.

 

Dividend

 

On October 25, 2012, Hillshire Brands' board of directors declared a quarterly dividend of $0.125 per share to be paid on December 31, 2012 to shareholders of record as of December 3, 2012.

 

Webcast and Form 10-Q

 

The Hillshire Brands Company's review of its results for the first quarter of 2013 will be broadcast live via the Internet today at 7:30 a.m. CDT. The live webcast can be accessed in the Investor Relations section on www.hillshirebrands.com and is anticipated to conclude by 8:30 a.m. CDT. For people who are unable to listen to the webcast live, a recording will be available on the website at 2:00 p.m. CDT on the day of the webcast until May 1, 2013.

 

The company's first quarter 2013 earnings release can be found in the News & Media section on www.hillshirebrands.com. Hillshire Brands has also provided slides containing additional information that will be reviewed during its first quarter webcast. The slides can be accessed in the Investor Relations section on www.hillshirebrands.com under Investor Upcoming Events.

 

Amounts included in the release are preliminary, pending The Hillshire Brands Company's filing of its Form 10-Q with the Securities and Exchange Commission, expected on or before November 2, 2012. The Form 10-Q will be available in the Investor Relations section (Financial/SEC Information page) on www.hillshirebrands.com.

 

About The Hillshire Brands Company

 

The Hillshire Brands Company (NYSE: HSH) is a leader in meat-centric food solutions for the retail and foodservice markets. The company generates approximately $4 billion in annual sales and has approximately 9,500 employees. Hillshire Brands' portfolio includes iconic brands such as Jimmy Dean, Ball Park, Hillshire Farm, State Fair,Sara Lee frozen bakery and Chef Pierre pies, as well as artisanal brands Aidells and GalloSalame. The company, formerly known as Sara Lee Corporation, began trading under the "HSH" ticker symbol on June 29, 2012, following the successful spin-off of its international coffee and tea business. For more information on the company, please visit www.hillshirebrands.com.

 

Forward-Looking Statements

 

This release contains forward-looking statements regarding Hillshire Brands' business prospects and future financial results and metrics, including statements contained under the heading "CEO Perspective." In addition, from time to time, in oral statements and written reports, the company discusses its expectations regarding the company's future performance by making forward-looking statements preceded by terms such as "anticipates," "intends," "expects," "likely" or "believes." These forward-looking statements are based on currently available competitive, financial and economic data and management's views and assumptions regarding future events and are inherently uncertain.

 

Investors must recognize that actual results may differ from those expressed or implied in the forward-looking statements, and the company wishes to caution readers not to place undue reliance on any forward-looking statements. Among the factors that could cause Hillshire Brands' actual results to differ from such forward-looking statements are those described under Item 1A, Risk Factors, in Hillshire Brands' most recent Annual Report on Form 10-K and other SEC Filings, as well as factors relating to:

 
 
    -- Hillshire Brands' spin-off of its international coffee and tea 

business in June 2012, including (i) Hillshire Brands' ability to

generate the anticipated benefits from the spin-off; (ii) the

transition of leadership to a new senior management team and the

departure of key personnel with historical knowledge; and (iii)

potential tax liabilities and other indemnification obligations;

 
    -- The consumer marketplace, such as (i) intense competition, including 

advertising, promotional and price competition; (ii) changes in

consumer behavior due to economic conditions, such as a shift in

consumer demand toward private label; (iii) fluctuations in raw

material costs, Hillshire Brands' ability to increase or maintain

product prices in response to cost fluctuations and the impact on

profitability; (iv) the impact of various food safety issues and

regulations on sales and profitability of Hillshire Brands products;

and (v) inherent risks in the marketplace associated with product

innovations, including uncertainties about trade and consumer

acceptance;

 
    -- Hillshire Brands' relationship with its customers, such as (i) a 

significant change in Hillshire Brands' business with any of its major

customers, such as Wal-Mart, its largest customer; and (ii) credit and

other business risks associated with customers operating in a highly

competitive retail environment;

 
    -- Other business decisions, such as (i) Hillshire Brands' ability to 

generate margin improvement through cost reduction and productivity

improvement initiatives; (ii) Hillshire Brands' credit ratings, the

impact of Hillshire Brands' capital plans on such credit ratings and

the impact these ratings and changes in these ratings may have on

Hillshire Brands' cost to borrow funds and access to capital/debt

markets; and (iii) the settlement of a number of ongoing reviews of

Hillshire Brands' income tax filing positions and inherent

uncertainties related to the interpretation of tax regulations in the

jurisdictions in which Hillshire Brands transacts business.

 

In addition, Hillshire Brands' results may also be affected by general factors, such as economic conditions, political developments, interest and inflation rates, accounting standards, taxes and laws and regulations in markets where the company competes. Hillshire Brands undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

1 The term "adjusted diluted EPS" and other financial measures identified as "adjusted" are explained and reconciled to comparable GAAP measures at the end of this release.

 
Financial Summary - As Adjusted * 
For the Quarter ended Sept. 29, 2012 and Oct. 1, 2011 (in millions,  except per share data - unaudited) 
                                                        Quarter ended 
                                                        Sept. 29,    Oct. 1,     % 
                                                        2012         2011        Change 
Continuing operations: 
Adjusted net sales: 
Retail                                                  $ 719        $  698      3.0    % 
Foodservice/Other                                         255           259      (1.6   ) 
Australian Bakery                                         37            38       (2.3   ) 
Intersegment                                              -             (4   ) 
Total adjusted net sales                                $ 1,011      $  991      2.0    % 
Adjusted operating income 
Retail                                                  $ 84         $  58       45.5   % 
Foodservice/Other                                         25            22       10.9 
Australian Bakery                                         4             2        70.8 
Adjusted operating segment income                         113           82       36.7   % 
General corporate expenses                                (11   )       (17  ) 
Mark-to-market derivatives gains/(losses)                 4             (4   ) 
Amortization of trademarks & intangibles                  (1    )       (1   ) 
Total adjusted operating income                         $ 105        $  60       76.3   % 
Adjusted income from continuing operations              $ 62         $  38       65.9   % 
Adjusted net income - As Restated                       $ 62         $  124      (50.0  )% 
Adjusted net Income attributable to Hillshire Brands: 
Continuing operations                                   $ 62         $  38       65.9   % 
Discontinued operations - As Restated                   $ -          $  86       NM 
Adjusted diluted earnings per share: 
Income from continuing operations                       $ 0.51       $  0.32     59.4   % 
Net income - As Restated                                $ 0.51       $  1.05     (51.4  )% 
Adjusted operating margin: 
Retail                                                    11.6  %    8.2     %    3.4   % 
Foodservice/Other                                         9.9           8.7      1.2 
Australian Bakery                                         10.8          6.2      4.6 
Total Hillshire Brands                                  10.4    %     6.0    %    4.4   % 
NM = Not meaningful 
* Represents a non-GAAP financial measure. 
See detailed explanation of these and other non-GAAP measures at end  of this release. 
 
 
Financial Summary - As Reported 
For the Quarter ended Sept. 29, 2012 and Oct. 1, 2011 (in millions,  except per share data - unaudited) 
                                                      Quarter ended 
                                                      Sept. 29,    Oct. 1,    % 
                                                      2012         2011       Change 
Continuing operations: 
Net sales: 
Retail                                                $ 719        $ 698      3.0   % 
Foodservice/Other                                       255          293      (12.9 ) 
Australian Bakery                                       37           38       (2.3  ) 
Intersegment                                            -            (4    ) 
Total net sales                                       $ 1,011      $ 1,025    (1.4  )% 
Operating income 
Retail                                                $ 86         $ 44       96.5  % 
Foodservice/Other                                       25           25       0.2 
Australian Bakery                                       3            2        9.5 
Operating segment income                                114          71       59.5  % 
General corporate expenses                              (30   )      (39   ) 
Mark-to-market derivatives gains/(losses)               4            (4    ) 
Amortization of trademarks & intangibles                (1    )      (1    ) 
Total operating income                                $ 87         $ 27       NM 
Income from continuing operations                     $ 51         $ 12       NM 
Net income (loss) - As Restated                       $ 53         $ (218  )  NM 
Net income (loss) attributable to Hillshire Brands: 
Continuing operations                                 $ 51         $ 12       NM 
Discontinued operations - As Restated                 $ 2          $ (232  )  NM 
Diluted earnings per share: 
Income from continuing operations                     $ 0.41       $ 0.10     NM 
Net income (loss) - As Restated                       $ 0.43       $ (1.85 )  NM 
Operating margin: 
Retail                                                  12.0  %      6.3   %  5.7   % 
Foodservice/Other                                       9.9          ' 8.6    1.3 
Australian Bakery                                       7.2          6.4      0.8 
Total Hillshire Brands                                8.6     %    2.6     %  6.0   % 
NM = Not meaningful 
 
 
Consolidated Statements of Income 
For the Quarters ended Sept. 29, 2012 and Oct. 1, 2011 (in millions,  except per share data - unaudited) 
                                                                                      Quarter ended 
                                                                                                   Oct. 1, 
                                                                                      Sept. 29,    2011 
                                                                                      2012         As Restated (1) 
Continuing operations 
Net sales                                                                             $ 1,011      $ 1,025 
Cost of sales                                                                           705          740 
Selling, general and administrative expenses                                            222          227 
Net charges for (income from) exit activities, asset and business  dispositions         (3    )      21 
Impairment charges                                                                      -            10 
Operating income                                                                        87           27 
Interest expense                                                                        11           23 
Interest income                                                                         (2    )      (1    ) 
Income from continuing operations before income taxes                                   78           5 
Income tax expense (benefit)                                                            27           (7    ) 
Income from continuing operations                                                       51           12 
Discontinued operations: 
Income (loss) from discontinued operations, 
net of tax expense of nil and $70                                                       -            (322  ) 
Gain on sale of discontinued operations, net of 
tax expense of $1 and $170                                                              2            92 
Net income (loss) from discontinued operations                                          2            (230  ) 
Net income (loss)                                                                       53           (218  ) 
Less: Income from noncontrolling interests, net of tax 
Discontinued operations                                                                 -            2 
Net income (loss) attributable to Hillshire Brands                                    $ 53         $ (220  ) 
Amounts attributable to Hillshire Brands: 
Net income from continuing operations                                                 $ 51         $ 12 
Net income (loss) from discontinued operations                                          2            (232  ) 
Earnings per share of common stock: 
Basic 
Income from continuing operations                                                     $ 0.42       $ 0.10 
Net income (loss)                                                                     $ 0.43       $ (1.86 ) 
Average shares outstanding                                                              122          118 
Diluted 
Income from continuing operations                                                     $ 0.41       $ 0.10 
Net income (loss)                                                                     $ 0.43       $ (1.85 ) 
Average shares outstanding                                                              123          119 
Cash dividends declared per share of common stock                                     $ 0.125      $ - 
(1) As disclosed in the company's Annual Report on Form 10-K for  the year ended June 30, 2012, 
the company restated its previously issued unaudited financial  results for the first three quarters of Fiscal 2012 to 
recognize the correction of accounting errors. See Note 1 to the  Annual Report for additional information. 
 
 
Net Sales Bridge 
For the Quarter ended September 29, 2012 (unaudited) 
The following table illustrates the components of the change in net  sales versus the prior year 
First Quarter ended Sept. 29, 2012                                                               Total 
                                               Foodservice/   Australian                         Business 
                                    Retail     Other          Bakery                             Segments 
Volume                              2.3  %     5.3   %        (1.4 )%                            3.2  % 
Mix                                 1.3        (5.2  )        0.3                                (0.3 ) 
Price                               (0.8 )     (1.1  )        (0.3 )                             (0.9 ) 
Other                               0.2        (0.6  )        0.3                                0.0 
Organic sales change                3.0        (1.6  )        (1.1 )                             2.0 
Foreign exchange impact             0.0        0.0            (1.2 )                             0.0 
*Adjusted net sales change          3.0        (1.6  )        (2.3 )                             2.0 
Dispositions                        0.0        (11.3 )        0.0                                (3.4 ) 
Total Net Sales Change              3.0  %     (12.9 )%       (2.3 )%                            (1.4 )% 
* Represents a non-GAAP financial measure. 
See detailed explanation of these and other non-GAAP measures at end  of this release. 
 
 
Condensed Consolidated 
Balance Sheet Data 
At September 29, 2012 and June 30, 
2012 (in millions - unaudited) 
                                                 Sept. 29,    June 30, 
                                                 2012         2012 
Assets 
Cash                                           $ 253          235 
and equivalents 
Trade accounts receivable,                       236          248 
less allowances 
Inventories                                      328          288 
Current deferred                                 105          114 
income taxes 
Income tax                                       37           52 
receivable 
Other current                                    53           65 
assets 
Total current                                    1,012        1,002 
assets 
Property, net of accumulated depreciation        843          847 
of $1,313 and $1,245,  respectively 
Trademarks and other identifiable                130          132 
intangibles 
Goodwill                                         348          348 
Deferred income                                  37           36 
taxes 
Other noncurrent                                 82           85 
assets 
                                               $ 2,452      $ 2,450 
Liabilities 
and Equity 
Accounts                                       $ 322          359 
payable 
Other accrued                                    429          469 
liabilities 
Current maturities                               5            5 
of long-term debt 
Total current                                    756          833 
liabilities 
Long-term                                        942          939 
debt 
Pension                                          160          166 
obligation 
Other                                            283          277 
liabilities 
Equity 
Hillshire Brands common                          311          235 
stockholders' equity 
                                               $ 2,452      $ 2,450 
 
 
Consolidated Statements 
of Cash Flows 
For the Three Months Ended 
Sept. 29, 2011 and 
Oct. 1, 2012 (in  millions - unaudited) 
                                           Three Months ended 
                                                           Oct. 1, 
                                             Sept. 29,     2011 
                                             2012          As Restated (1) 
Operating activities 
- 
Net income (loss)                          $ 53          $ (218   ) 
Adjustments to reconcile net 
income/(loss) to net cash 
from operating 
activities: 
Depreciation                                 39            61 
Amortization                                 4             12 
Impairment                                   -             389 
charges 
Net (gain) loss on business                  (9  )         (262   ) 
dispositions 
Pension contributions,                       (3  )         (117   ) 
net of expense 
Increase (decrease) in                       8             (110   ) 
deferred income taxes 
Other                                        -             (6     ) 
Changes in current assets 
and liabilities, net of 
businesses acquired 
and sold: 
Trade accounts                               13            (41    ) 
receivable 
Inventories                                  (40 )         (213   ) 
Other current                                10            (57    ) 
assets 
Accounts payable                             (55 )         27 
Accrued                                      (31 )         28 
liabilities 
Accrued taxes                                16            287 
Net cash received from (used                 5             (220   ) 
in) operating activities 
Investing activities 
- 
Purchases of property                        (35 )         (55    ) 
and equipment 
Purchases of software and                    (1  )         (1     ) 
other intangibles 
Dispositions of businesses                   16            (16    ) 
and investments 
Cash received from derivative                5             18 
transactions 
Sales of assets                              1             1 
Net cash received from (used                 (14 )         (53    ) 
in) investing activities 
Financing activities 
- 
Issuances of                                 27            29 
common stock 
Borrowings of                                -             30 
other debt 
Repayments of other debt                     -             (162   ) 
and derivatives 
Net change in financing with                 -             187 
less than 90-day maturities 
Purchase of noncontrolling                   -             (10    ) 
interest 
Payments of                                  -             (68    ) 
dividends 
Net cash received from (used                 27            6 
in) financing activities 
Effect of changes in foreign                 -             (114   ) 
exchange rates on cash 
Increase/decrease in                         18            (381   ) 
cash and equivalents 
Add: Cash balances of discontinued           -             1,992 
operations at beginning of year 
Less: Cash balances of discontinued          -             (1,630 ) 
operations at end of period 
Cash and equivalents                         235           74 
at beginning of year 
Cash and equivalents                     $   253         $ 55 
at end of quarter 
Supplemental cash 
flow data: 
Cash paid for restructuring              $   27          $ 66 
actions 
Cash contributions                           2             115 
to pension plans 
Cash paid for                                4             56 
income taxes 
(1) As disclosed in the company's 
Annual Report on 
Form 10-K for the  year 
ended June 30, 2012, 
the company restated its previously 
issued unaudited financial 
results for the first three 
quarters of Fiscal 2012 to 
recognize the correction of accounting 
errors. See Note 
1 to the  Annual Report for 
additional information. 
 
 
Operating Results by Business Segment 
For the Quarters ended Sept. 29, 2012 and Oct. 1, 2011 (in millions  - unaudited) 
                                              As                           As 
                                              Reported     Dispositions    Adjusted * 
First Quarter 2013 
  Net sales: 
  Retail                                   $  719        $ -             $ 719 
  Foodservice/Other                           255          -               255 
  Australian Bakery                           37           -               37 
  Intersegment                                -            -               - 
  Total net sales                          $  1,011      $ -             $ 1,011 
First Quarter 2012 
  Net sales: 
  Retail                                   $  698        $ -             $ 698 
  Foodservice/Other                           293          34              259 
  Australian Bakery                           38           -               38 
  Intersegment                                (4    )      -               (4    ) 
  Total net sales                          $  1,025      $ 34            $ 991 
                                                                                                                         Other 
First Quarter 2013                            As                           Restructuring   Accelerated     Impairment    Significant   As 
                                              Reported   Dispositions      Actions         Depreciation    Charges       Items         Adjusted * 
  Operating income: 
  Retail                                   $  86         $ -             $ -               $ (1  )         $ -           $ 3           $ 84 
  Foodservice/Other                           25           -               -                 (2  )           -             2             25 
  Australian Bakery                           3            -               (1    )           -               -             -             4 
  Total operating segment income              114          -               (1    )           (3  )           -             5             113 
  General corporate expenses                  (30   )      -               (11   )           (8  )           -             -             (11  ) 
  Mark-to-market derivative gains/(losses)    4            -               -                 -               -             -             4 
  Amortization of trademarks/intangibles      (1    )      -               -                 -               -             -             (1   ) 
  Operating income                         $  87         $ -             $ (12   )         $ (11 )         $ -           $ 5           $ 105 
  Operating margin                            8.6   %                                                                                    10.4 % 
First Quarter 2012 
  Operating income: 
  Retail                                   $  44         $ -             $ (8    )         $ (6  )         $ -           $ -           $ 58 
  Foodservice/Other                           25           4               (1    )           -               -             -             22 
  Australian Bakery                           2            -               -                 -               -             -             2 
  Total operating segment income              71           4               (9    )           (6  )           -             -             82 
  General corporate expenses                  (39   )      -               (30   )           -               (10 )         18            (17  ) 
  Mark-to-market derivative gains/(losses)    (4    )      -               -                 -               -             -             (4   ) 
  Amortization of trademarks/intangibles      (1    )      -               -                 -               -             -             (1   ) 
  Operating income                         $  27         $ 4             $ (39   )         $ (6  )         $ (10 )       $ 18          $ 60 
  Operating margin                            2.6   %                                                                                    6.0  % 
* Represents a non-GAAP financial measure. 
See detailed explanation of these and other non-GAAP measures at end  of this release. 
 
 
Significant Items 
Quarters ended Sept. 29, 2012 and Oct. 1, 2011 (in millions,  except per share data - unaudited) 
                                                                              Quarter ended Sept. 29, 2012                                                     Quarter ended Oct. 1, 2011 
                                                                                                                                                 Diluted                                  Diluted 
                                                                              Pretax    Net                                                      EPS           Pretax    Net              EPS 
  (In millions except per share data)                                         Impact    Income/(loss)                                            Impact (1)    Impact    Income/(loss)    Impact (1) 
  Continuing Operations: 
  Restructuring actions: 
  Severance/ retention costs                                                  $ -       $ -                                                      $ -           $ (16  )  $ (10  )         $ (0.09 ) 
  Lease and contractual obligation exit costs                                   (3  )     (2  )                                                    (0.01 )       (6   )    (4   )           (0.03 ) 
  Consulting/advisory costs                                                     (9  )     (5  )                                                    (0.05 )       (17  )    (14  )           (0.11 ) 
  Income from asset dispositions                                                5         3                                                        0.03          -         -                - 
  Accelerated depreciation                                                      (11 )     (7  )                                                    (0.06 )       (6   )    (4   )           (0.03 ) 
  Total restructuring actions                                                   (18 )     (11 )                                                    (0.09 )       (45  )    (32  )           (0.26 ) 
  Gain on HBI tax settlement                                                    -         -                                                        -             15        10               0.08 
  Impairment charges                                                            -         -                                                        -             (10  )    (6   )           (0.05 ) 
  Tax indemnification accrual adjustment                                        -         -                                                        -             3         2                0.01 
  Impact of significant items on income/(loss) from continuing  operations      (18 )     (11 )                                                    (0.10 )       (37  )    (26  )           (0.22 ) 
  Discontinued operations: 
  Restructuring actions: 
  Severance/ retention costs                                                    -         -                                                        -             (13  )    (10  )           (0.08 ) 
  Consulting/advisory costs                                                     -         -                                                        -             (24  )    (18  )           (0.16 ) 
  Impairment charges                                                            -         -                                                        -             (379 )    (341 )           (2.87 ) 
  Gain on the sale of discontinued operations                                   3         2                                                        0.02          262       92               0.77 
  Tax basis differences                                                         -         -                                                        -             -         118              0.99 
  Tax audit settlement/reserve adjustments                                      -         -                                                        -             -         70               0.59 
  Tax valuation allowance adjustment                                            -         -                                                        -             -         (75  )           (0.63 ) 
  Tax on unremitted earnings                                                    -         -                                                        -             -         (154 )           (1.30 ) 
  Impact of significant items on income/(loss) from discontinued  operations    3         2                                                        0.02          (154 )    (318 )           (2.68 ) 
  Impact of significant items on net income                                   $ (15 )   $ (9  )                                                  $ (0.08 )     $ (191 )  $ (344 )         $ (2.90 ) 
                                         Impact of significant items on income from continuing operations  before income taxes 
  Cost of sales                                                               $ (3  )                                                                          $ (6   ) 
  Selling, general and administrative expenses                                  (18 )                                                                            - 
  Impairment charges                                                            -                                                                                (10  ) 
  Exit and business dispositions                                                3                                                                                (21  ) 
  Total                                                                       $ (18 )                                                                          $ (37  ) 
  Notes: 
  (1) EPS amounts are rounded to the nearest $0.01 and may not add to  the total. 
 
 
EPS Reconciliation - Reported to Adjusted 
Quarters ended Sept. 29, 2012 and Oct. 1, 2011 (in millions,  except per share data - unaudited) 
                                                                                       Quarter ended September 29, 2012                  Quarter ended October 1, 2011 
                                                                                                  Impact of                              As Reported    Impact of 
                                                                                       As         Significant                            (As            Significant 
                                                                                       Reported   Items          Adjusted *              Restated)      Items          Adjusted * 
Continuing operations: 
Income from continuing operations 
before income taxes                                            $                       78         $ (18   )      $ 96                    $ 5            $ (37   )      $ 42 
Income tax expense (benefit)                                                           27           (7    )        34                      (7     )       (11   )        4 
Income from continuing operations                                                      51           (11   )        62                      12             (26   )        38 
Discontinued operations: 
Income from discontinued operations, net of tax                                        -            -              -                       (322   )       (410  )        88 
Gain (loss) on sale of discontinued operations, net of tax                             2            2              -                       92             92             - 
Net income (loss) from discontinued operations                                         2            2              -                       (230   )       (318  )        88 
Net income (loss)                                                                      53           (9    )        62                      (218   )       (344  )        126 
Less: Income from noncontrolling interests, net of tax 
Discontinued operations                                                                -            -              -                       2              -              2 
Net income (loss) attributable to Hillshire Brands             $                       53         $ (9    )      $ 62                    $ (220   )     $ (344  )      $ 124 
Amounts attributable to Hillshire Brands: 
Net income from continuing operations                          $                       51         $ (11   )      $ 62                    $ 12           $ (26   )      $ 38 
Net income (loss) from discontinued operations                                         2            2              -                       (232   )       (318  )        86 
Earnings per share of common stock: 
Diluted 
Income from continuing operations                              $                       0.41       $ (0.10 )      $ 0.51                  $ 0.10         $ (0.22 )      $ 0.32 
Net income                                                     $                       0.43       $ (0.08 )      $ 0.51                  $ (1.85  )     $ (2.90 )      $ 1.05 
Effective tax rate - continuing operations                                             35.2 %                      35.3 %                  (162.6 )%                     10.1 % 
* Represents a non-GAAP financial measure. 
See detailed explanation of these and other non-GAAP measures at end  of this release. 
 
 
Operating Income Reconciliation - Reported to Adjusted 
Quarters ended Sept. 29, 2012 and Oct. 1, 2011 (in millions, except  per share data - unaudited) 
                                                                             Quarter ended September 29, 2012 
                                                                                                                              Impact of 
                                                                             As                                               Significant 
                                                                             Reported                                         Items          Dispositions   Adjusted * 
Net Sales                                                                    $ 1,011                                          $ -            $ -            $ 1,011 
Cost of Sales                                                                  705                                              3              -              702 
Gross Profit                                                                   306                                              (3  )          -              309 
MAP Expense                                                                    46                                               -              -              46 
SG&A (excluding MAP)                                                           176                                              18             -              158 
Net charges for exit activities, asset and business dispositions               (3    )                                          (3  )          -              - 
Impairment charges                                                             -                                                -              -              - 
Operating income                                                             $ 87                                             $ (18 )        $ -            $ 105 
                                                                             Quarter ended October 1, 2011 
                                                                                                                              Impact of 
                     As                                                                                                       Significant 
                                                                             Reported                                         Items          Dispositions   Adjusted * 
Net Sales                                                                    $ 1,025                                          $ -            $ 34             991 
Cost of Sales                                                                  740                                              6              26             708 
Gross Profit                                                                   285                                              (6  )          8              283 
MAP Expense                                                                    48                                               -              -              48 
SG&A (excluding MAP)                                                           179                                              -              4              175 
Net charges for exit activities, asset and business dispositions               21                                               21             -              - 
Impairment charges                                                             10                                               10             -              - 
Operating income                                                             $ 27                                             $ (37 )        $ 4            $ 60 
* Represents a non-GAAP financial measure. 
See detailed explanation of these and other non-GAAP measures at end  of this release. 
 
 

Explanation of Non-GAAP Financial Measures

 

Management measures and reports Hillshire Brands' financial results in accordance with U.S. generally accepted accounting principles ("GAAP"). In this release, Hillshire Brands highlights certain items that have significantly impacted the company's financial results and uses several non-GAAP financial measures to help investors understand the financial impact of these significant items.

 

"Significant items" are income or charges (and related tax impact) that management believes have had or are likely to have a significant impact on the earnings of the applicable business segment or on the total company for the period in which the item is recognized, are not indicative of the company's core operating results and affect the comparability of underlying results from period to period. Significant items may include, but are not limited to: charges for exit activities; consulting and advisory costs; lease and contractual obligation exit costs; impairment charges; tax charges on deemed repatriated earnings; tax costs and benefits resulting from the disposition of a business; impact of tax law changes; gains on the sale of discontinued operations; changes in tax valuation allowances and favorable or unfavorable resolution of open tax matters based on the finalization of tax authority examinations or the expiration of statutes of limitations. Management highlights significant items to provide greater transparency into the underlying sales or profit trends of Hillshire Brands or the applicable business segment or discontinued operations and to enable more meaningful comparability between financial results from period to period. Additionally, Hillshire Brands believes that investors desire to understand the impact of these factors to better project and assess the longer term trends and future financial performance of the company.

 

This release contains certain non-GAAP financial measures that exclude from a financial measure computed in accordance with GAAP the impact of the significant items and the impact of dispositions. Management believes that these non-GAAP financial measures reflect an additional way of viewing aspects of Hillshire Brands' business that, when viewed together with Hillshire Brands' financial results computed in accordance with GAAP, provide a more complete understanding of factors and trends affecting Hillshire Brands' historical financial performance and projected future operating results, greater transparency of underlying profit trends and greater comparability of results across periods. These non-GAAP financial measures are not intended to be a substitute for the comparable GAAP measures and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP.

 

In addition, investors frequently have requested information from management regarding the impact of significant items. Management believes, based on feedback it has received during earnings calls and discussions with investors, that these non-GAAP measures enhance investors' ability to assess Hillshire Brands' historical and projected future financial performance. Management also uses certain of these non-GAAP financial measures, in conjunction with the GAAP financial measures, to understand, manage and evaluate our businesses, in planning for and forecasting financial results for future periods, and as one factor in determining achievement of incentive compensation. Two of the five performance measures under Hillshire Brands' annual incentive plan are net sales and earnings before interest and taxes (EBIT), which are the reported amounts as adjusted for significant items and other items. Many of the significant items will recur in future periods; however, the amount and frequency of each significant item varies from period to period.

 

The following is an explanation of the non-GAAP financial measures presented in this release.

 

"Adjusted Diluted EPS" excludes from diluted EPS for continuing operations the per share impact of significant items.

 

"Adjusted Net Income" excludes from net income the impact of significant items related to both continuing and discontinued operations recognized in the fiscal period presented. It does not exclude the impact of businesses that have been exited or divested and does not exclude the impact of businesses acquired after the start of the fiscal period presented. Results for businesses acquired are included from the date of acquisition onward.

 

"Adjusted Net Sales" for continuing operations excludes from net sales as reported the impact of businesses that have been exited or divested for all periods presented but does not exclude the impact of businesses acquired after the start of the fiscal period presented. Results for businesses acquired are included from the date of acquisition onward.

 

"Adjusted Operating Income" for continuing operations excludes from operating income the impact of significant items. It also excludes the results of businesses that have been exited or divested for all periods presented but does not exclude the impact of businesses acquired after the start of the fiscal period presented. Results for businesses acquired are included from the date of acquisition onward.

 

"Adjusted Operating Segment Margin" for continuing operations or an indicated business segment equals adjusted operating segment income for a business segment divided by adjusted net sales for that business segment.

 

"Adjusted Operating Segment Income" for all business segments combined or for an indicated business segment excludes from the applicable operating segment income measure the impact of significant items recognized by that portion of the business during the fiscal period presented and excludes the results of businesses that have been exited or divested for all periods presented but does not exclude the impact of businesses acquired after the start of the fiscal period presented. Results for businesses acquired are included from the date of acquisition onward.

 

"Adjusted Income from Continuing Operations" excludes from income from continuing operations the impact of significant items related to continuing operations recognized in the fiscal period presented. It does not exclude the impact of businesses that have been exited or divested and does not exclude the impact of businesses acquired after the start of the fiscal period presented. Results for businesses acquired are included from the date of acquisition onward.

 
The Hillshire Brands Company 
Media: Jon Harris, 1.630.598.8661 
Analysts: Melissa Napier, 630.598.8739 
 
 
 
 
 
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