TIDMHSH 
 
 

The Hillshire Brands Company (NYSE: HSH) today reported earnings for the third quarter and first nine months of fiscal 2013.

 
 
    -- On-track executing first year of three-year plan 
 
    -- Net sales fell slightly, driven by a decline in the Foodservice/Other 

segment

 
    -- Adjusted1 operating income declined 12.9% on planned 

increases in MAP and SG&A; reported operating income increased 18.8%

 
    -- Adjusted diluted EPS of $0.35 better than anticipated and down 14.6%; 

reported diluted EPS of $0.34 up 47.8%

 
    -- Fiscal 2013 adjusted diluted EPS expected to be at high end of 

previous guidance range of $1.60-$1.70

 

CEO Perspective

 

"We continue to make progress in executing our three-year plan, making strides in brand building, innovation and rigorous cost management," said Sean Connolly, president and chief executive officer, The Hillshire Brands Company.

 

"We saw a strong response where we increased our advertising investment in the quarter. We also continued to build out our innovation pipeline. On the cost side, we have now identified opportunities to exceed the $100 million savings target we announced at our investor day in June. These initiatives will provide additional support for our growth strategy and further strengthen our confidence that we will deliver our mid-term targets.

 

"Our efforts to stabilize challenged businesses also progressed, but clearly our work here is not done. Overall, we are pleased with our efforts to date. In fact, we now expect full year EPS to be at the high end of our previous guidance," added Connolly.

 

Discussion of Third Quarter Continuing Operations Results

 

Net sales declined slightly, driven by a decline in the Foodservice/Other segment. MAP investment increased to 4.2% of revenue versus 3.4% in the prior year's third quarter. Operating income was also impacted by planned increases in SG&A as transition service agreements expired and the company approached targeted staffing levels.

 
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. 
 
 
Key Financial Data, Continuing 
Operations 
$ in millions, except 
per share 
                                    Third Quarter                    First Nine Months 
                                    2013      2012      % Change     2013       2012       % Change 
Adjusted Net                        $ 924     $ 932     (1.0  )%     $ 2,958    $ 2,920    1.3  % 
Sales 
Reported Net                        924       935       (1.3  )%     2,958      2,975      (0.6 )% 
Sales 
Adj. Operating                      72        83        (12.9 )%     300        241        24.6 % 
Income 
Rep. Operating                      65        54        18.8  %      248        101        NM 
Income 
Adj. Diluted EPS                    $ 0.35    $ 0.41    (14.6 )%     $ 1.46     $ 1.14     28.1 % 
Rep. Diluted EPS                    $ 0.34    $ 0.23    47.8  %      $ 1.21     $ 0.36     NM 
 
 

Retail

 

Net sales and volume in the Retail segment were flat compared to the prior year's third quarter. Investments in innovation offset gains in pricing and mix.

 

Progress in the meat-centric food portfolio continued as both volume and sales grew. Jimmy Dean continued its strong performance behind increased MAP spending which drove growth in breakfast sandwiches and bowls. Ball Park grew as increased MAP spending behind Flame Grilled Patties drove sales. The company's artisanal brands, Aidells and Gallo, continued to grow behind new product launches. Hillshire Farm lunchmeatdeclined, as anticipated, as the company pulled back on MAP and merchandising support to accommodate the supply chain transition to the new lunchmeat package. This transition to the new packaging was more challenging than expected. The company will be implementing solutions to address these challenges in the fourth quarter.

 

Frozen bakery sales declined in the quarter as a result of planned product discontinuations of low margin SKUs and pricing actions.

 

Adjusted operating segment income decreased by 3.3% behind planned increases in SG&A and increased investment behind brand building and innovation.

 

Foodservice/Other

 

Adjusted net sales declined 3.9% and reported net sales declined 5.0% from the prior year's third quarter. Increased volumes, driven by commodity turkey sales, were offset by unfavorable mix and lower pricing.

 

While the segment had pockets of growth in the quarter, including volume growth in its convenience store and upscale dessert businesses, macroeconomic pressure on our foodservice customers and continued weak industry trends remain a challenge.

 

Adjusted and reported operating segment income declined by 41.5% and 47.3%, respectively. The decreases are primarily the result of lower net sales.

 

Corporate

 

Excluding significant items, $13 million of corporate expenses is $1 million higher than the third quarter of fiscal 2012.

 

Guidance and Outlook

 

The company expects fiscal 2013 adjusted diluted EPS to be at the high end of the previous guidance range of $1.60 - $1.70. This guidance takes into account the expected sales impact and one-time expenses to resolve the previously discussed challenges with the Hillshire Farm lunchmeat package transition.

 

New Cost Savings Initiatives

 

At the June 2012 Investor Day presentation, the company announced that it expected to deliver $100 million of savings between fiscal 2013 and fiscal 2015 in support of mid-term targets. At that time, initiatives to deliver $65 million of savings had been identified and are on-track to be realized.

 

The company has now identified initiatives to deliver the remaining $35 million of cost savings as well as approximately $45 million of additional savings through fiscal 2016. One-time cash investments of $80 to $100 million between fiscal 2013 and fiscal 2016 are expected to deliver ongoing savings of $80 million annually. Non-cash charges may also be taken as the company implements the initiatives.

 

These initiatives will unlock efficiencies in revenue management, supply chain, and support processes to fuel the company's growth agenda. Additionally, the initiatives will strengthen capabilities that will further position the company for sustained growth and profitability.

 

Webcast

 

The Hillshire Brands Company's review of its results for the third quarter and first nine months of fiscal 2013 will be broadcast live via the Internet today at 9:30 a.m. CDT. The live webcast, together with the slides reviewed during the webcast, can be accessed in the Investor Relations section on www.hillshirebrands.com. 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 November 1, 2013.

 

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. 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" and "Guidance and Outlook". Forward-looking statements are typically preceded by terms such as "will," "anticipates," "intends," "expects," "likely" or "believes" and other similar terms. 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, 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 related to execution and 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; and

 
    -- Other factors, 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 or has transacted business.

 
Consolidated 
Statements 
of Income 
For 
the 
Quarter 
and 
Nine 
Months 
ended 
March 
30, 
2013 and 
March 
31,  2012 
(in 
millions, 
except 
per 
share 
data--unaudited) 
                    Quarter ended                  Nine Months ended 
                    March 30,      March 31,       March 30,    March 31, 
                    2013           2012            2013         2012 
Continuing 
Operations 
Net sales           $ 924          $ 935           $ 2,958      $ 2,975 
Cost of             652            675             2,060        2,144 
sales 
Selling,            205            202             642          646 
general 
and 
administrative 
expenses 
Net                 1              4               7            70 
charges 
for exit 
activities, 
asset and 
business 
dispositions 
Impairment          1              --               1            14 
charges 
Operating           65             54              248          101 
income 
Interest            13             22              35           67 
expense 
Interest            (2      )      (2      )       (5      )    (4      ) 
income 
Income              54             34              218          38 
from 
continuing 
operations 
before 
income 
taxes 
Income tax          12             7               69           (4      ) 
expense 
(benefit) 
Income              42             27              149          42 
from 
continuing 
operations 
Discontinued 
operations 
Income              4              28              13           (195    ) 
(loss) 
from 
discontinued 
operations, 
net of tax 
expense 
(benefit) 
of $(5), 
$(29), 
$(7) 
and $28 
Gain                47             (58     )       49           402 
(loss) 
on sale 
of 
discontinued 
operations, 
net of tax 
expense 
of 
$13, $29, 
$14 
and $367 
Net income          51             (30     )       62           207 
(loss) 
from 
discontinued 
operations 
Net income          93             (3      )       211          249 
(loss) 
Less: 
Income 
from 
noncontrolling 
interests, 
net of tax 
Discontinued        --              --               --            3 
operations 
Net income          $ 93           $ (3    )       $ 211        $ 246 
(loss) 
attributable 
to 
Hillshire 
Brands 
Amounts 
attributable 
to 
Hillshire 
Brands: 
Net income          $ 42           $ 27            $ 149        $ 42 
from 
continuing 
operations 
Net income          51             (30     )       62           204 
(loss) 
from 
discontinued 
operations 
Earnings 
per 
share 
of common 
stock 
Basic 
Income              $0.34          $0.23           $1.22        $0.36 
from 
continuing 
operations 
Net income          $0.76          $(0.02  )       $1.72        $2.08 
(loss) 
Average             123            119             123          118 
shares 
outstanding 
Diluted 
Income              $0.34          $0.23           $1.21        $0.36 
from 
continuing 
operations 
Net income          $0.75          $(0.02  )       $1.72        $2.07 
(loss) 
Average             124            119             123          119 
shares 
outstanding 
Cash                $0.125         $0.575          $0.375       $1.150 
dividends 
declared 
per 
share of 
common 
stock 
 
 
Financial 
Summary--As 
Adjusted (1) 
For 
the Quarter 
and 
Nine Months 
ended March 
30, 
2013 and 
March 
31,  2012 
(in 
millions, 
except 
per 
share 
data--unaudited) 
                      Quarter ended                                Nine Months ended 
                      March 30,2013    March 31,2012    %          March 30,2013    March 31,2012    % 
                                                        Change                                       Change 
Continuing 
operations: 
Adjusted net 
sales: 
Retail                $ 692            $ 691            --     %    $ 2,188          $ 2,150          1.8   % 
Foodservice/Other     232              241              (3.9  )    770              776              (0.8  ) 
Intersegment          --                --                           --                (6      ) 
Total                 $ 924            $ 932            (1.0  )%   $ 2,958          $ 2,920          1.3   % 
adjusted 
net sales 
Adjusted 
operating 
income/(loss) 
Retail                $ 76             $ 79             (3.3  )%   $ 272            $ 228            19.7  % 
Foodservice/Other     9                16               (41.5 )    62               65               (3.1  ) 
Adjusted              85               95               (9.8  )%   334              293              14.6  % 
operating 
segment 
income 
General               (12    )         (12    )                    (32     )        (49     ) 
corporate 
expenses 
Mark-to-market        --                1                           1                -- 
derivatives 
gains/(losses) 
Amortization          (1     )         (1     )                    (3      )        (3      ) 
of 
trademarks 
& 
intangibles 
Total                 $ 72             $ 83             (12.9 )%   $ 300            $ 241            24.6  % 
adjusted 
operating 
income 
Adjusted              $ 43             $ 48             (9.5  )%   $ 179            $ 135            32.0  % 
income 
from 
continuing 
operations 
Adjusted net          $ 47             $ 119            (59.6 )%   $ 188            $ 423            (55.3 )% 
income 
Adjusted net 
income 
attributable 
to Hillshire 
Brands: 
Continuing            $ 43             $ 48             (9.5  )%   $ 179            $ 135            32.0  % 
operations 
Discontinued          $ 4              $ 71             (94.4 )%   $ 9              $ 285            (96.7 )% 
operations 
Adjusted 
diluted 
earnings 
per share: 
Income from           $ 0.35           $ 0.41           (14.6 )%   $ 1.46           $ 1.14           28.1  % 
continuing 
operations 
Net income            $ 0.38           $ 0.99           (61.6 )%   $ 1.53           $ 3.53           (56.7 )% 
Adjusted 
operating 
margin: 
Retail                11.0   %         11.4   %         (0.4  )%   12.4    %        10.6    %        1.8   % 
Foodservice/Other     4.1              6.7              (2.6  )    8.1              8.3              (0.2  ) 
Total                 7.8    %         8.8    %         (1.0  )%   10.1    %        8.2     %        1.9   % 
Hillshire 
Brands 
 
 
  (1)  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 
and 
Nine Months 
ended March 
30, 
2013 and 
March 
31,  2012 
(in 
millions, 
except 
per 
share 
data--unaudited) 
                      Quarter ended                                Nine Months ended 
                      March 30,2013    March 31,2012    %          March 30,2013    March 31,2012    % 
                                                        Change                                       Change 
Continuing 
operations: 
Net sales: 
Retail                $ 692            $ 691            --     %    $ 2,188          $ 2,150          1.8   % 
Foodservice/Other     232              244              (5.0  )    770              831              (7.3  ) 
Intersegment          --                --                           --                (6      ) 
Total net             $ 924            $ 935            (1.3  )%   $ 2,958          $ 2,975          (0.6  )% 
sales 
Operating 
income/(loss) 
Retail                $ 74             $ 73             1.9   %    $ 272            $ 202            35.0  % 
Foodservice/Other     8                16               (47.3 )    61               70               (12.6 ) 
Operating             82               89               (7.1  )%   333              272              22.7  % 
segment 
income 
General               (16    )         (35     )                   (83     )        (168    ) 
corporate 
expenses 
Mark-to-market        --                1                           1                -- 
derivatives 
gains/(losses) 
Amortization          (1     )         (1      )                   (3      )        (3      ) 
of 
trademarks 
& 
intangibles 
Total                 $ 65             $ 54             18.8  %    $ 248            $ 101            NM 
operating 
income 
Income from           $ 42             $ 27             52.2  %    $ 149            $ 42             NM 
continuing 
operations 
Net income            $ 93             $ (3    )        NM         $ 211            $ 249            (15.3 )% 
(loss) 
Net income 
(loss) 
attributable 
to Hillshire 
Brands: 
Continuing            $ 42             $ 27             52.2  %    $ 149            $ 42             NM 
operations 
Discontinued          $ 51             $ (30   )        NM         $ 62             $ 204            (69.4 )% 
operations 
Diluted 
earnings 
per share: 
Income from           $ 0.34           $ 0.23           47.8  %    $ 1.21           $ 0.36           NM 
continuing 
operations 
Net income            $ 0.75           $ (0.02 )        NM         $ 1.72           $ 2.07           (16.9 )% 
(loss) 
Operating 
margin: 
Retail                10.7   %         10.5    %        0.2   %    12.4    %        9.4     %        3.0   % 
Foodservice/Other     3.7              6.7              (3.0  )    8.0              8.5              (0.5  ) 
Total                 7.0    %         5.8     %        1.2   %    8.4     %        3.4     %        5.0   % 
Hillshire 
Brands 
 
 

NM = Not meaningful

 
Net Sales Bridge 
For the Quarter and Nine Months ended March 30, 2013 (unaudited) 
The following table illustrates the components of the change in  net sales versus the prior year 
Third quarter ended March 30, 2013        Retail    Foodservice/    Total 
                                                    Other           Business 
                                                                    Segments 
Volume                                    --    %    1.3  %          0.4  % 
Mix                                       0.1       (3.2 )          (0.8 ) 
Price                                     0.2       (1.3 )          (0.2 ) 
Other                                     (0.3 )    (0.7 )          (0.4 ) 
Adjusted net sales* change                --         (3.9 )          (1.0 ) 
Dispositions                              --         (1.1 )          (0.3 ) 
Total Net Sales Change                    --    %    (5.0 )%         (1.3 )% 
First Nine Months ended March 30, 2013    Retail    Foodservice/    Total 
                                                    Other           Business 
                                                                    Segments 
Volume                                    1.2  %    4.5  %          2.3  % 
Mix                                       0.7       (3.7 )          (0.5 ) 
Price                                     (0.2 )    (1.2 )          (0.4 ) 
Other                                     0.1       (0.4 )          (0.1 ) 
Adjusted net sales* change                1.8       (0.8 )          1.3 
Dispositions                              --         (6.5 )          (1.9 ) 
Total Net Sales Change                    1.8  %    (7.3 )%         (0.6 )% 
 
 
  *  Adjusted net sales is a non-GAAP measure that 
     excludes the impact of  dispositions. 
     See detailed explanation of this and other 
     non-GAAP measures in this  release. 
 
 
Condensed Consolidated 
Balance Sheet Data 
At March 30, 2013 and June 30, 
2012 (in millions--unaudited) 
                                         March 30, 2013     June 30, 2012 
Assets 
Cash and equivalents                     $ 416              $ 235 
Trade accounts receivable,               206                248 
less allowances 
Inventories                              316                288 
Current deferred income taxes            105                114 
Income tax receivable                    9                  52 
Other current assets                     47                 65 
Total current assets                     1,099              1,002 
Property, net of accumulated             824                847 
depreciation 
of $1,176 and $1,245,  respectively 
Trademarks and other identifiable        124                132 
intangibles 
Goodwill                                 348                348 
Deferred income taxes                    14                 36 
Other noncurrent assets                  77                 80 
Noncurrent assets held for sale          --                  5 
                                         $ 2,486            $ 2,450 
Liabilities and Equity 
Accounts payable                         $ 275              $ 359 
Accrued liabilities                      416                469 
Current maturities of long-term debt     19                 5 
Total current liabilities                710                833 
Long-term debt                           930                939 
Pension obligation                       151                166 
Other liabilities                        273                277 
Equity 
Hillshire Brands common                  422                235 
stockholders' equity 
                                         $ 2,486            $ 2,450 
 
 
Consolidated Statements 
of Cash Flows 
For the Nine Months ended 
March 30, 2013 and 
March 
31, 
2012 (in  millions--unaudited) 
                                  Nine Months ended 
                                  March 30, 2013     March 31, 2012 
Operating activities - 
Net income/(loss)                 $ 211              $ 249 
Adjustments to reconcile 
net income to 
net cash from operating 
activities: 
Depreciation                      110                197 
Amortization                      13                 35 
Impairment charges                1                  418 
Net (gain) loss on business       (69   )            (769    ) 
dispositions 
Pension contributions,            (9    )            (196    ) 
net of expense 
Refundable tax on                 --                  (43     ) 
Senseo payments 
Increase (decrease) in            31                 147 
deferred income taxes 
Other                             (5    )            (41     ) 
Changes in current assets 
and liabilities, 
net of businesses 
acquired and sold: 
Trade accounts receivable         32                 43 
Inventories                       (42   )            (76     ) 
Other current assets              17                 34 
Accounts payable                  (72   )            (70     ) 
Accrued liabilities               (76   )            (132    ) 
Accrued taxes                     40                 64 
Net cash from (used in)           182                (140    ) 
operating activities 
Investing activities-- 
Purchases of property             (103  )            (193    ) 
and equipment 
Purchases of software and         (4    )            (178    ) 
other intangibles 
Acquisitions of businesses        --                  (29     ) 
Dispositions of businesses        96                 2,035 
and investments 
Cash received from derivative     3                  49 
transactions 
Sales of assets                   1                  2 
Net cash received from (used      (7    )            1,686 
in) investing activities 
Financing activities-- 
Issuances of common stock         42                 62 
Borrowings of other debt          --                  173 
Repayments of other debt          (5    )            (715    ) 
and derivatives 
Net change in financing with      --                  (109    ) 
less than 90-day maturities 
Purchase of noncontrolling        --                  (10     ) 
interest 
Payments of dividends             (31   )            (203    ) 
Net cash from (used in)           6                  (802    ) 
financing activities 
Effect of changes in foreign      --                  (155    ) 
exchange rates on cash 
Increase in cash                  181                589 
and equivalents 
Add: Cash balances                --                  1,992 
of discontinued 
operations at beginning 
of year 
Less: Cash balances               --                  (2,555  ) 
of discontinued 
operations at end of period 
Cash and equivalents              235                74 
at beginning of year 
Cash and equivalents              $ 416              $ 100 
at end of period 
Supplemental cash flow data: 
Cash paid for restructuring       $ 69               $ 354 
actions 
Cash contributions                5                  187 
to pension plans 
Cash paid for income taxes        5                  180 
 
 
Operating Results by Business Segment 
For the Quarters ended March 30, 2013 and March 31, 2012 (in  millions--unaudited) 
                       As           Dispositions     As 
                       Reported                      Adjusted (1) 
Third Quarter 2013 
Net sales: 
Retail                 $ 692        $ --              $ 692 
Foodservice/Other      232          --                232 
Intersegment           --            --                -- 
Total net sales        $ 924        $ --              $ 924 
Third Quarter 2012 
Net sales: 
Retail                 $ 691        $ --              $ 691 
Foodservice/Other      244          3                241 
Intersegment           --            --                -- 
Total net sales        $ 935        $ 3              $ 932 
 
 
Third Quarter             As          Dispositions    Restructuring    Accelerated     Impairment    Other          As 
2013                      Reported                    Actions          Depreciation    Charges       Significant    Adjusted (1) 
                                                                                                     Items 
Operating income: 
Retail                    $ 74        $ --             $ --              $ (1  )         $ (1 )        $ --            $ 76 
Foodservice/Other         8           1               --                (2    )         --             --              9 
Total operating           82          1               --                (3    )         (1   )        --              85 
segment income 
General corporate         (16  )      --               (10   )          --               --             6              (12  ) 
expenses 
Mark-to-market            --           --               --                --               --             --              -- 
derivative 
gains/(losses) 
Amortization              (1   )      --               --                --               --             --              (1   ) 
of 
trademarks/intangibles 
Operating income          $ 65        $ 1             $ (10 )          $ (3  )         $ (1 )        $ 6            $ 72 
Operating margin          7.0  %                                                                                    7.8  % 
Third Quarter 
2012 
Operating income: 
Retail                    $ 73        $ --             $ --              $ (6  )         $ --           $ --            $ 79 
Foodservice/Other         16          1               --                (1    )         --             --              16 
Total operating           89          1               --                (7    )         --             --              95 
segment income 
General corporate         (35  )      --               (13   )          (10   )         --             --              (12  ) 
expenses 
Mark-to-market            1           --               --                --               --             --              1 
derivative 
gains/(losses) 
Amortization              (1   )      --               --                --               --             --              (1   ) 
of 
trademarks/intangibles 
Operating income          $ 54        $ 1             $ (13 )          $ (17 )         $ --           $ --            $ 83 
Operating margin          5.8  %                                                                                    8.8  % 
 
 
  (1)  Represents a non-GAAP financial measure. See detailed explanation 
       of  these and other non-GAAP measures at end of this release. 
 
 
Operating Results by Business Segment 
For the Nine Months ended March 30, 2013 and March 31, 2012 (in  millions--unaudited) 
                              As           Dispositions     As 
                              Reported                      Adjusted (1) 
First Nine Months of 2013 
Net sales: 
Retail                        $ 2,188      $ --              $ 2,188 
Foodservice/Other             770          --                770 
Intersegment                  --            --                -- 
Total net sales               $ 2,958      $ --              $ 2,958 
First Nine Months of 2012 
Net sales: 
Retail                        $ 2,150      $ --              $ 2,150 
Foodservice/Other             831          55               776 
Intersegment                  (6      )    --                (6      ) 
Total net sales               $ 2,975      $ 55             $ 2,920 
 
 
                          As          Dispositions    Restructuring    Accelerated     Impairment    Other          As 
                          Reported                    Actions          Depreciation    Charges       Significant    Adjusted (1) 
                                                                                                     Items 
First Nine Months 
of 2013 
Operating income: 
Retail                    $ 272       $ 3             $ --              $ (2  )         $ (1  )       $ --            $ 272 
Foodservice/Other         61          3               --                (4    )         --             --              62 
Total operating           333         6               --                (6    )         (1    )       --              334 
segment income 
General corporate         (83   )     --               (36    )         (18   )         --             3              (32   ) 
expenses 
Mark-to-market            1           --               --                --               --             --              1 
derivative 
gains/(losses) 
Amortization              (3    )     --               --                --               --             --              (3    ) 
of 
trademarks/intangibles 
Operating income          $ 248       $ 6             $ (36  )         $ (24 )         $ (1  )       $ 3            $ 300 
Operating margin          8.4   %                                                                                   10.1  % 
First Nine Months 
of 2012 
Operating income: 
Retail                    $ 202       $ --             $ (8   )         $ (18 )         $ --           $ --            $ 228 
Foodservice/Other         70          8               (2     )         (1    )         --             --              65 
Total operating           272         8               (10    )         (19   )         --             --              293 
segment income 
General corporate         (168  )     --               (102   )         (10   )         (14   )       7              (49   ) 
expenses 
Mark-to-market            --           --               --                --               --             --              -- 
derivative 
gains/(losses) 
Amortization              (3    )     --               --                --               --             --              (3    ) 
of 
trademarks/intangibles 
Operating income          $ 101       $ 8             $ (112 )         $ (29 )         $ (14 )       $ 7            $ 241 
Operating margin          3.4   %                                                                                   8.2   % 
 
 
  (1)  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 
March 30, 
2013 and March 
31, 2012 
(in millions, 
except per 
share data--unaudited) 
                                Quarter Ended March 30, 2013                        Quarter Ended March 31, 2012 
(In millions except             Pretax    Net              DilutedEPSImpact(1)      Pretax    Net              DilutedEPSImpact(1) 
per share data)                 Impact    Income/(loss)                             Impact    Income/(loss) 
Continuing Operations: 
Restructuring actions: 
Severance/ retention            $ (1 )    $ (1 )           $ --                      $ (2   )  $ (1   )         $ (0.01 ) 
costs 
Lease and contractual           --         --                --                        (3     )  (2     )         (0.02   ) 
obligation 
exit costs 
Consulting/advisory             (9   )    (5   )           (0.05  )                 (8     )  (11    )         (0.09   ) 
and other costs 
Income from asset               1         1                --                        --         --                -- 
dispositions 
Accelerated                     (3   )    (2   )           (0.01  )                 (17    )  (11    )         (0.09   ) 
depreciation 
Total restructuring             (12  )    (7   )           (0.06  )                 (30    )  (25    )         (0.20   ) 
actions 
Impairment charges              (1   )    (1   )           (0.01  )                 --         --                -- 
Pension                         (1   )    (1   )           (0.01  )                 --         --                -- 
settlement/withdrawal/other 
Workers' compensation           7         5                0.04                     --         --                -- 
deposit adjustment 
Impact of significant           (7   )    (4   )           (0.04  )                 (30    )  (25    )         (0.20   ) 
items on 
income (loss) from 
continuing 
operations before 
significant 
tax matters 
Tax                             --         3                0.02                     --         4                0.03 
audit 
settlement/reserve 
adjustments 
Impact of significant           (7   )    (1   )           (0.01  )                 (30    )  (21    )         (0.18   ) 
items on income 
(loss) from continuing 
operations 
Discontinued 
operations: 
Severance/ retention            (1   )    (1   )           --                        (10    )  (8     )         (0.07   ) 
costs 
Lease and contractual           --         --                --                        (74    )  (56    )         (0.47   ) 
obligation 
exit costs 
Consulting, advisory            --         --                --                        (24    )  (8     )         (0.07   ) 
& other costs 
Gain on the sale                60        47               0.38                     (29    )  (58    )         (0.48   ) 
of discontinued 
operations 
Tax basis difference            --         --                --                        --         (3     )         (0.03   ) 
adjustment 
Tax                             --         1                0.01                     --         36               0.31 
audit 
settlement/reserve 
adjustment 
Tax valuation                   --         --                --                        --         1                0.01 
allowance 
adjustment 
Tax on unremitted               --         --                --                        --         (5     )         (0.04   ) 
earnings 
Impact of significant           59        47               0.38                     (137   )  (101   )         (0.84   ) 
items 
on income/(loss) 
from discontinued 
operations 
Impact of significant           $ 52      $ 46             $ 0.37                   $ (167 )  $ (122 )         $ (1.01 ) 
items 
on net income/(loss) 
attributable to 
Hillshire Brands 
Impact of significant 
items on income from 
continuing operations 
before income taxes 
Cost of sales                   $ (2 )                                              $ (7   ) 
Selling, general and            (3   )                                              (19    ) 
administrative 
expenses 
Impairment charges              (1   )                                              -- 
Exit and business               (1   )                                              (4     ) 
dispositions 
Total                           $ (7 )                                              $ (30  ) 
 
 
Notes: 
         (1) EPS amounts are rounded to the nearest $0.01 and may not add to  the total. 
 
 
Significant Items 
Nine Months ended 
March 30, 
2013 and March 31, 2012 
(in millions, 
except per 
share data--unaudited) 
                                 Nine Months Ended March 30, 2013                 Nine Months Ended March 31, 2012 
(In millions except              Pretax    Net        DilutedEPSImpact(1)         Pretax    Net        DilutedEPSImpact(1) 
per share data)                  Impact    Income/                                Impact    Income/ 
                                           (loss)                                           (loss) 
Continuing Operations: 
Restructuring actions: 
Severance/ retention             $ (1  )   $ (1 )     $ --                         $ (20  )  $ (13  )   $ (0.10 ) 
costs 
Lease and contractual            (13   )   (8   )     (0.07  )                    (53    )  (34    )   (0.28   ) 
obligation 
exit costs 
Consulting/advisory              (22   )   (14  )     (0.12  )                    (39    )  (35    )   (0.29   ) 
and other costs 
Income from asset                6         4          0.03                        --         --          -- 
dispositions 
Accelerated                      (24   )   (15  )     (0.12  )                    (29    )  (18    )   (0.16   ) 
depreciation 
Total restructuring              (54   )   (34  )     (0.28  )                    (141   )  (100   )   (0.84   ) 
actions 
Gain on HBI tax                  --         --          --                           15        15         0.12 
settlement 
Impairment charges               (1    )   (1   )     (0.01  )                    (14    )  (9     )   (0.07   ) 
Litigation accrual               --         --          --                           (11    )  (7     )   (0.06   ) 
Pension                          (4    )   (3   )     (0.02  )                    --         --          -- 
settlement/withdrawal/other 
Tax indemnification              --         --          --                           3         4          0.03 
accrual adjustment 
Workers' compensation            7         5          0.04                        --         --          -- 
deposit adjustment 
Impact of significant            (52   )   (33  )     (0.27  )                    (148   )  (97    )   (0.81   ) 
items on 
income (loss) from 
continuing 
operations before 
significant 
tax matters 
Tax                              --         3          0.02                        --         4          0.03 
audit 
settlement/reserve 
adjustments 
Impact of significant            (52   )   (30  )     (0.25  )                    (148   )  (93    )   (0.78   ) 
items on income 
(loss) from continuing 
operations 
Discontinued 
operations: 
Severance/ retention             --         --          --                           (44    )  (32    )   (0.27   ) 
costs 
Lease and contractual            --         --          --                           (106   )  (80    )   (0.67   ) 
obligation 
exit costs 
Consulting, advisory             (3    )   (2   )     (0.02  )                    (78    )  (52    )   (0.43   ) 
& other costs 
Impairment charges               --         --          --                           (404   )  (358   )   (3.01   ) 
Gain on the sale                 63        49         0.40                        769       402        3.38 
of discontinued 
operations 
Thailand flood loss              --         --          --                           (2     )  (1     )   (0.01   ) 
Pension                          1         1          --                           (3     )  (2     )   (0.01   ) 
curtailment/withdrawal/other 
Tax basis difference             --         4          0.03                        --         186        1.56 
adjustment 
Tax                              --         1          0.01                        --         105        0.88 
audit 
settlement/reserve 
adjustments 
Tax valuation allowance          --         --          --                           --         (72    )   (0.60   ) 
adjustment 
Tax on unremitted                --         --          --                           --         (177   )   (1.48   ) 
earnings 
Impact of significant            61        53         0.43                        132       (81    )   (0.67   ) 
items on income 
from discontinued 
operations 
Impact of significant            $ 9       $ 23       $ 0.19                      $ (16  )  $ (174 )   $ (1.46 ) 
items on net income 
(loss) attributable to 
Hillshire Brands 
Impact of significant 
items on income from 
continuing operations 
before income taxes 
Cost of sales                    $ (6  )                                          $ (18  ) 
Selling, general and             (38   )                                          (46    ) 
administrative 
expenses 
Impairment charges               (1    )                                          (14    ) 
Exit and business                (7    )                                          (70    ) 
dispositions 
Total                            $ (52 )                                          $ (148 ) 
 
 
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 
March 30, 
2013 and March 
31, 2012 
(in millions, 
except per 
share 
data--unaudited) 
                           Quarter ended March 30, 2013                   Quarter ended March 31, 2012 
                           As          Impact of      Adjusted(1)         As          Impact of      Adjusted(1) 
                           Reported    Significant                        Reported    Significant 
                                       Items                                          Items 
Continuing 
operations: 
Income from                $ 54        $ (7    )      $ 61                $ 34        $ (30   )      $ 64 
continuing 
operations 
before income 
taxes 
Income tax expense         12          (6      )      18                  7           (9      )      16 
(benefit) 
Income from                42          (1      )      43                  27          (21     )      48 
continuing 
operations 
Discontinued 
operations: 
Income                     4           --              4                   28          (43     )      71 
from discontinued 
operations, 
net of tax 
Gain on sale of            47          47             --                   (58     )   (58     )      -- 
discontinued 
operations, 
net of tax 
Net income (loss)          51          47             4                   (30     )   (101    )      71 
from 
discontinued 
operations 
Net income (loss)          93          46             47                  (3      )   (122    )      119 
Less: Income from 
noncontrolling 
interests, 
net of tax 
Discontinued               --           --              --                   --           --              -- 
operations 
Net income (loss)          $ 93        $ 46           $ 47                $ (3    )   $ (122  )      $ 119 
attributable 
to Hillshire 
Brands 
Amounts 
attributable 
to Hillshire 
Brands: 
Net income from            $ 42        $ (1    )      $ 43                $ 27        $ (21   )      $ 48 
continuing 
operations 
Net income (loss)          51          47             4                   (30     )   (101    )      71 
from 
discontinued 
operations 
Earnings per share 
of common stock: 
Diluted 
Income from                $ 0.34      $ (0.01 )      $ 0.35              $ 0.23      $ (0.18 )      $ 0.41 
continuing 
operations 
Net income (loss)          $ 0.75      $ 0.37         $ 0.38              $ (0.02 )   $ (1.01 )      $ 0.99 
Effective                  22.3   %                   28.3   %            20.0    %                  23.4   % 
tax 
rate--continuing 
operations 
 
 
  (1)  Represents a non-GAAP financial measure. See detailed explanation 
       of these and other non-GAAP measures at end of this release. 
 
 
EPS 
Reconciliation--Reported 
to Adjusted 
Nine Months ended 
March 30, 
2013 and March 
31, 2012 
(in millions, 
except per 
share 
data--unaudited) 
                           Nine Months ended March 30, 2013                   Nine Months ended March 31, 2012 
                           As          Impact of      Adjusted(1)             As          Impact of      Adjusted(1) 
                           Reported    Significant                            Reported    Significant 
                                       Items                                              Items 
Continuing 
operations: 
Income from                $ 218       $ (52   )      $ 270                   $ 38        $ (148  )      $ 186 
continuing 
operations 
before income 
taxes 
Income tax expense         69          (22     )      91                      (4     )    (55     )      51 
(benefit) 
Income from                149         (30     )      179                     42          (93     )      135 
continuing 
operations 
Discontinued 
operations: 
Income (loss) from         13          4              9                       (195   )    (483    )      288 
discontinued 
operations, 
net of tax 
Gain on sale of            49          49             --                       402         402            -- 
discontinued 
operations, 
net of tax 
Net income from            62          53             9                       207         (81     )      288 
discontinued 
operations 
Net income                 211         23             188                     249         (174    )      423 
Less: Income from 
noncontrolling 
interests, 
net of tax 
Discontinued               --           --              --                       3           --              3 
operations 
Net                        $ 211       $ 23           $ 188                   $ 246       $ (174  )      $ 420 
income 
attributable 
to Hillshire 
Brands 
Amounts 
attributable 
to Hillshire 
Brands: 
Net income from            $ 149       $ (30   )      $ 179                   $ 42        $ (93   )      $ 135 
continuing 
operations 
Net income from            62          53             9                       204         (81     )      285 
discontinued 
operations 
Earnings per share 
of common stock: 
Diluted 
Income from                $ 1.21      $ (0.25 )      $ 1.46                  $ 0.36      $ (0.78 )      $ 1.14 
continuing 
operations 
Net income                 $ 1.72      $ 0.19         $ 1.53                  $ 2.07      $ (1.46 )      $ 3.53 
Effective                  31.7   %                   33.6   %                (11.7  )%                  27.0   % 
tax 
rate--continuing 
operations 
 
 
  (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 
March 30, 
2013 and March 
31, 2012 
(in millions, 
except per 
share 
data--unaudited) 
                            Quarter ended March 30, 2013 
                            As          Impact of      Dispositions    Adjusted(1) 
                            Reported    Significant 
                                        Items 
Net Sales                   $ 924       $ --            $ --             $ 924 
Cost of Sales               652         2              --               650 
Gross Profit                272         (2    )        --               274 
MAP Expense                 39          --              --               39 
SG&A (excluding             166         3              --               163 
MAP) 
Net charges                 1           1              --               -- 
for exit 
activities, 
asset and business 
dispositions 
Impairment charges          1           1              --               -- 
Operating income            $ 65        $ (7  )        $ --             $ 72 
                            Quarter ended March 31, 2012 
                            As          Impact of      Dispositions    Adjusted(1) 
                            Reported    Significant 
                                        Items 
Net Sales                   $ 935       $ --            $ 3             $ 932 
Cost of Sales               675         7              2               666 
Gross Profit                260         (7    )        1               266 
MAP Expense                 32          --              1               31 
SG&A (excluding             170         19             (1  )           152 
MAP) 
Net charges                 4           4              --               -- 
for exit 
activities, 
asset and business 
dispositions 
Impairment charges          --           --              --               -- 
Operating income            $ 54        $ (30 )        $ 1             $ 83 
 
 
  (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 
Nine Months ended 
March 30, 
2013 and March 
31, 2012 
(in millions, 
except per 
share 
data--unaudited) 
                            Nine Months ended March 30, 2013 
                            As          Impact of      Dispositions    Adjusted(1) 
                            Reported    Significant 
                                        Items 
Net Sales                   $ 2,958     $ --            $ --             $ 2,958 
Cost of Sales               2,060       6              --               2,054 
Gross Profit                898         (6     )       --               904 
MAP Expense                 127         --              --               127 
SG&A (excluding             515         38             --               477 
MAP) 
Net charges                 7           7              --               -- 
for exit 
activities, 
asset and business 
dispositions 
Impairment charges          1           1              --               -- 
Operating income            $ 248       $ (52  )       $ --             $ 300 
                            Nine Months ended March 31, 2012 
                            As          Impact of      Dispositions    Adjusted(1) 
                            Reported    Significant 
                                        Items 
Net Sales                   $ 2,975     $ --            $ 55            $ 2,920 
Cost of Sales               2,144       18             39              2,087 
Gross Profit                831         (18    )       16              833 
MAP Expense                 109         --              2               107 
SG&A (excluding             537         46             6               485 
MAP) 
Net charges                 70          70             --               -- 
for exit 
activities, 
asset and business 
dispositions 
Impairment charges          14          14             --               -- 
Operating income            $ 101       $ (148 )       $ 8             $ 241 
 
 
  (1)  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. Other companies may calculate these non-GAAP financial measures differently than Hillshire Brands.

 

"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 for all segments combined or for an indicated business segment 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 CompanyMedia: Jon Harris, 1.312.614.8661Analysts: Melissa Napier, 1.312.614.8739

 
 
This information is provided by Business Wire 
 
 
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