TIDMSRL 
 
 

Sara Lee Corp. (NYSE: SLE):

 
 
    -- Sara Lee announces divestiture of North American Fresh Bakery 

business to Grupo Bimbo for $959 million

 
    -- First quarter adjusted EPS¹ of $0.21, compared to $0.23 in year-ago 

period; reported diluted EPS of $0.29 compared to $0.41 in year-ago

period

 
    -- Adjusted EPS from continuing operations of $0.13 in first quarter 

versus $0.17 in year-ago period, reflecting increased marketing

spending and higher commodity costs not fully priced through yet

 
    -- Strong top-line performance for company's two growth businesses, 

North American Retail and International Beverage, with unit volumes

and adjusted net sales both up

 
    -- Guidance for adjusted EPS from continuing operations raised $0.04 

to $0.92 - $0.99 per share due to stronger Euro and lower

interest expense

 

Sara Lee Corp. (NYSE: SLE) today reported lower operating income and diluted earnings per share from continuing operations for the first quarter of fiscal 2011, primarily due to higher commodity costs net of pricing, increased marketing spending and receipt of the final installment of contingent sale proceeds in the year-ago quarter. First quarter results compare to a strong year-ago period, when decreasing commodity costs provided a significant benefit to the company. Net sales from continuing operations were slightly down for the quarter on a reported basis, primarily due to the weaker Euro, as adjusted net sales were up driven by strength in the company's two growth businesses, North American Retail and International Beverage.

 

The company also announced today that it has agreed to sell its North American Fresh Bakery business to Grupo Bimbo for $959 million. The proposed deal, which is subject to customary closing conditions and regulatory clearances, is anticipated to close in the first half of calendar year 2011. The combination of Sara Lee's North American Fresh Bakery business with Bimbo Bakeries USA creates a leading national fresh bakery company in the United States.

 

For additional information on the divestiture of the North American Fresh Bakery business, please see the separate news release that was published today and is posted on Sara Lee's website (www.saralee.com).

 

"The sale of the North American Fresh Bakery business will allow us to aggressively invest in our core protein and coffee businesses. In both categories, we are a leading player, with healthy margins and a strong track record of innovation. We are actively pursuing growth here, organically and through acquisitions," said Sara Lee Corp. interim chief executive officer Marcel Smits.

 

"As anticipated, our first quarter operating income came in below the prior-year period. We see our price increases coming through across the board, but in the first quarter they still lagged sharply increasing commodity prices. We are confident that the additional price increases we have announced will mitigate commodity inflation for the full year. We also continue to execute against our capital plans with further share repurchases and the successful refinancing of $800 million of debt at an attractive rate in the first quarter."

 

"We are confident that the full year will reflect an acceleration of growth in our top-line and a further bottom-line improvement in our business, building on the past several strong years," Smits concluded.

 

¹ The term "adjusted EPS" and other "adjusted" financial measures are explained and reconciled to each item's most comparable U.S. generally accepted accounting principles measure at the end of this release.

 

First Quarter Review

 

Net Sales and Unit Volumes

 

Net sales for the first quarter of fiscal 2011 were $2.6 billion, down 0.5% versus the year-ago period as a favorable shift in sales mix and higher prices were offset by lower unit volumes and unfavorable foreign currency exchange rates. The company's adjusted net sales rose 1.5% in the quarter. This increase was driven by strong adjusted net sales growth in the North American Retail (sales up 7.3%, volume up 4.4%, mix up 1.3%) and International Beverage segments (sales up 4.6%, volume up 1.7%, mix down 0.3%). The North American Fresh Bakery and International Bakery segments saw sales and volume decline, while North American Foodservice was impacted by the loss of a high volume, low margin foodservice bakery contract in the third quarter of last year. Overall, total Sara Lee unit volumes decreased 2.0% in the first quarter of fiscal 2011, while sales mix improved 2.0%.

 

Operating Income

 

In the first quarter of fiscal 2011, operating income was $169 million, compared to $326 million in the year-ago period, a decrease of 48.1%, primarily resulting from no longer receiving EUR95 million ($133 million in the year-ago period) in contingent sale proceeds in the first quarter, as well as lower operating segment income. Adjusted operating income was $179 million, compared to $209 million in the first quarter of fiscal 2010, a decrease of $30 million, or 14.4%, despite a $28 million decline in general corporate expenses, $17 million of favorable mark-to-market variances on unrealized commodity derivatives and a favorable sales mix shift. These positive factors could not fully offset the negative impact of $62 million of higher commodity costs net of pricing and $13 million of higher media advertising and promotion (MAP) investment.

 

Operating income from discontinued operations was $58 million in the first quarter, down $7 million, or 10.3%, versus the year-ago period, entirely due to the impact of dispositions. Adjusted operating income from discontinued operations was $69 million in the quarter, up $17 million, or 35.5%. At the net income level, discontinued operations reported income of $126 million in the first quarter versus $96 million in the year-ago period, driven by an $89 million net gain on the divestiture of the air care business, partially offset by $52 million of higher income tax expense.

 

Earnings Per Share

 

Diluted EPS as reported were $0.29 in the first quarter of fiscal 2011, compared to $0.41 per share in the year-ago period. Adjusted EPS were $0.21 in the first quarter, compared to $0.23 per share in the year-ago quarter.

 

Reported and adjusted EPS for the first quarter can be summarized as follows:

 
                                            First Quarter 
                                            2011   2010 
Diluted EPS as reported                     $0.29  $0.41 
Less: 
Total significant items                     0.08   0.03 
Contingent sale proceeds                    -      0.15 
Adjusted EPS*                               $0.21  $0.23 
Of which: 
Adjusted EPS from continuing operations     0.13   0.17 
Adjusted EPS from discontinued operations   0.07   0.06 
* Amounts are rounded and may not add to the total. 
 
 

For more detail on the impact of significant items and contingent sale proceeds on diluted EPS, see "Significant Items Analysis" and "Reconciliation of as Reported to Adjusted."

 

Cash from Operations

 

Net cash from operating activities was $28 million in the first quarter of fiscal 2011, compared to $187 million in the prior year period. The decrease was primarily due to lower operating income, higher cash taxes and higher cash contributions to its pension plans. The first quarter cash from operations reflects seasonality in working capital outflow in line with the year-ago period, despite higher commodity prices that impacted inventory levels in the quarter. Sara Lee is targeting a substantial decrease in average working capital in the fiscal 2010 - 2013 timeframe. Various components of the working capital reduction program are being implemented and results are in line with expectations.

 

Financial and Business Highlights

 
 
    -- MAP spending increased $13 million, or 18%, in the first quarter of 

fiscal 2011, driven by an increase in spending at the North American

Retail and International Beverage segments. The North American Retail

segment invested primarily behind two of its core retail brands, Hillshire

Farm and Jimmy Dean, for the latter partly in support of

the new Jimmy D's product line. The International Beverage

segment supported important new products, such as L'OR Espresso

in France and Douwe Egberts Aromettes in Belgium, and invested

behind the CaféPilão brand in Brazil.

 
    -- In the first quarter, commodity costs (excluding commodity 

mark-to-market), increased by about $90 million, which included $31

million of currency mark-to-market losses related to the purchase of

commodities in the International Beverage segment. The $90 million

commodity cost increase was partially offset by approximately $28

million in higher prices, resulting in a net unfavorable commodity

cost impact of about $62 million in the first quarter.

 
    -- Net interest expense was $30 million in the first quarter, compared to 

$29 million in the year-ago period. In the quarter, the company

successfully issued two $400 million bonds with a blended interest

rate of 3.4%. The bonds were issued to help refinance Sara Lee's 6¼%

notes, which were due on September 15, 2011. The lower interest rate

on the new bonds will reduce annual interest cost by approximately $20

million. The company incurred $30 million of debt extinguishment costs

in the first quarter related to the early redemption of the 6¼% notes

and expects another $25 million of debt extinguishment costs in the

second quarter.

 
    -- General corporate expenses were $25 million in the first quarter 

compared to $55 million in the year-ago period; a decrease of $30

million. Excluding significant items, general corporate expenses

decreased $28 million in the quarter, from $49 million to $21 million,

primarily driven by lower IT costs, lower employee benefit costs and

several smaller items. For the full year, general corporate expenses

excluding significant items are expected to decrease about $50 million

versus fiscal 2010.

 
    -- Mark-to-market gains from unrealized commodity derivatives amounted to 

$14 million in the first quarter; an improvement of $17 million

compared to losses of $3 million in the year-ago period.

 
    -- The effective tax rate for continuing operations in the first quarter, 

on an as reported basis, was 37.1%, compared to 35.5% in the year-ago

quarter. The year-over-year increase in the tax rate was due to impact

of the receipt of the final installment of tax-free contingent sale

proceeds in the year-ago quarter and the impact of various discrete

tax items in the current quarter, which are not material individually

or in the aggregate. For further detail on the tax rate, see

"Reconciliation of as Reported to Adjusted." Sara Lee expects that the

tax rate for continuing operations, excluding significant items, will

be between 33% and 35% for fiscal 2011.

 
    -- Project Accelerate is a company-wide cost savings and productivity 

initiative focused on outsourcing actions, supply chain efficiencies

and organizational simplification. The company expects annualized

project benefits in continuing operations of $350 - $400 million by

the end of fiscal 2012, and cumulative costs of $300+ million in the

fiscal 2009 - 2012 timeframe. In the first quarter of fiscal 2011, the

project generated $29 million of additional benefits in continuing

operations. The company expects cumulative project benefits of $270 to

$290 million in fiscal 2011, compared to $180 million of cumulative

savings at the end of fiscal 2010. The company expects Project

Accelerate costs in fiscal 2011 to be approximately $30 to $50

million; Project Accelerate costs were $10 million in the first

quarter.

 
    -- Progress toward divesting the international household and body care 

businesses continues. In the first quarter, the company closed on the

majority of the air care business being sold to Procter & Gamble and

received $355 million of the total proceeds to be received on the

sale. The company is working on the close of the proposed transactions

of the global body care business to Unilever for EUR1.275 billion and

the non-Indian insecticides business to SC Johnson for EUR153.5 million.

Both proposed transactions are expected to close in calendar year

2010, and are subject to customary closing conditions and regulatory

clearances. Sara Lee is confident it will be able to successfully

divest the remaining household businesses, primarily its global shoe

care and Asian cleaning businesses, based on interest from various

parties.

 

Capital Plan Initiatives

 

Sara Lee is in the process of executing a balanced capital plan that focuses on share repurchases, dividend pay-out and the funded status of the company's pension plans, while maintaining a solid investment grade credit profile.

 
 
    -- The company plans to buy back $2.5 to $3.0 billion of shares over a 

three-year period. As a result of the divestiture of the North

American Fresh Bakery business announced today, Sara Lee plans to

accelerate its share repurchase program; the company now expects to

complete the program by the end of fiscal 2012 (July 2012). $500

million of the share repurchase was executed in fiscal 2010 and the

expectation is to repurchase another $1.0 to $1.5 billion in fiscal

2011. In the first quarter of fiscal 2011, Sara Lee bought back

approximately 24 million shares of common stock in the open market.

The total cost for share repurchases in the first quarter was $373

million. Outstanding board authorizations for buybacks are $2.1

billion in addition to a 13.5 million share authorization remaining

under a prior program.

 
    -- On Oct. 28, Sara Lee announced that it increased its quarterly 

dividend by 4.5% to $0.115 per common share, payable on Dec. 31, 2010,

resulting in an annualized dividend of $0.46 per share. No change in

Sara Lee's dividend amount is expected as a result of the divestiture

of the North American Fresh Bakery business.

 
    -- The company continues to evaluate the best opportunities for value 

creation and investment of cash, including potential acquisitions or

other investments in the company's growth.

 

CEO Position

 

Sara Lee's board is in the process of selecting a new chief executive officer, to replace Brenda C. Barnes who stepped down for health reasons on Aug. 9. The board is considering both internal and external candidates for the CEO position. Pending the appointment of a permanent CEO, Marcel Smits acts as the interim chief executive officer, Mark Garvey as the interim chief financial officer and James S. Crown, an independent director, as the chairman of the board. Mr. Crown leads the Office of the Chairman, comprised of Crown, Smits and CJ Fraleigh, chief executive officer Sara Lee North America.

 

Business Performance Review

 

North American Retail

 

In line with expectations, higher commodity costs net of pricing were a headwind for the North American Retail segment in the first quarter of fiscal 2011. This year's quarter compares with a very strong year-ago period when margins were above the trend line of gradual improvement helped by a tailwind from lower commodity costs. In addition, the North American Retail segment continued to invest heavily behind two of its core retail brands, Hillshire Farm and Jimmy Dean, the launch of new products and other consumer-centric marketing programs. As a result, MAP increased by $10 million, or 38% year over year. Lastly, investments were made in the new Kansas City sliced meat plant that will become operational in early calendar year 2011, as well as in the implementation of the segment's ERP and trade optimization systems.

 

In all, operating segment income decreased $17 million, or 20.6% in the first quarter to $63 million, while adjusted operating segment income decreased $19 million, or 23.0%. The impact of the higher commodity costs net of pricing, and marketing and other investments, were partially offset by a favorable sales mix shift into higher-margin products, the strong volume performance of the segment's core retail business and continuous improvement and Project Accelerate savings.

 

Unit volumes increased 4.4% in the first quarter, driven by growth for Jimmy Dean breakfast sandwiches and sausages and Hillshire Farm lunchmeats and smoked sausage. Net sales of $707 million were up 7.3% in the first quarter, on a reported and adjusted basis, driven by higher unit volumes, favorable sales mix (up 1.3%), as well as higher prices. The segment successfully launched various new products, such as a line of kids-focused Jimmy Dean breakfast products under the Jimmy D's sub-brand, lower sodium Hillshire Farm and Sara Lee lunch and deli meats and Hillshire Farm lunch meat variety packs.

 

The retail business' competitive position continued to strengthen with market share improvements in 10 of its 12 core categories. Hillshire Farm smoked sausage, for example, increased its market share by 1.6 points versus last year, strengthening its number one market position to 29.1%, while Jimmy Dean protein breakfast increased its leading market share by 3.7 points to 58.0% (Information Resources, Inc. (IRI) share data, 12 weeks ending Sept. 19, 2010).

 

The segment is taking specific pricing actions to allow it to price through its higher input costs in fiscal 2011. As a result of active monitoring of its cost and price positions, continued focus on efficiency and good growth prospects the segment is forecast to show improved bottom-line results for the year. First half fiscal 2011 operating income is expected to be below the year-ago period, reflecting the impact of investment timing and commodity cost increases which will not yet have been fully offset with pricing actions.

 

North American Fresh Bakery

 

The segment's first quarter bottom-line results were impacted by lower prices and decreased unit volumes. However, unit volumes for Sara Lee branded fresh bakery products were up, resulting in a favorable sales mix shift (up 1.0%) for the segment in the quarter. Branded volumes increased following price recalibration actions in the second half of fiscal 2010 and were helped by the successful reformulation of certain top-selling Sara Lee brand breads. The segment also improved its total branded fresh bakery share by 0.7 points to 9.6% (IRI share data, volume share, FDMx, 12 weeks, ending Sept. 19, 2010).

 

Private label volume was down in the first quarter, but is expected to improve going forward on the back of new business bids won. Overall, unit volume in the first quarter was down 2.4% compared to the prior year. It should be noted that the majority of the volume decline is attributable to the timing of the 4th of July holiday, as the 'sell in' week for the holiday fell in the fourth quarter of fiscal 2010. Net sales decreased 4.6% to $516 million in the first quarter, on a reported and adjusted basis, primarily due to lower unit volumes and lower prices, partially offset by favorable sales mix into branded business.

 

The segment reported an operating loss of $1 million in the first quarter, compared to income of $14 million in the year-ago period, a decrease primarily due to lower prices and volumes. These factors were partially offset by lower commodity costs and a decrease in operating costs driven by Project Accelerate initiatives and other continuous improvement savings. The adjusted operating segment income in the first quarter was nil versus $22 million of income in the year-ago period.

 

North American Foodservice

 

The North American Foodservice segment reported lower top- and bottom-line results for the first quarter of fiscal 2011, compared to a very strong year-ago period. As communicated previously, the segment lost two accounts in the second half of fiscal 2010. The first was a high volume, but low margin bakery contract, which will impact unit volumes in the first half of fiscal 2011. The second was a low volume, but high margin liquid coffee concentrate contract, which will impact the segment's year-over-year comparisons for most of fiscal 2011.

 

The foodservice segment reported operating segment income of $29 million in the first quarter compared to $38 million in the year-ago period, a 23.2% decrease primarily due to the loss of the above mentioned liquid coffee concentrate contract, market-driven demand weakness and higher commodity costs. These impacts were partially offset by higher prices, growth with key customers, savings from Project Accelerate and continuous improvement initiatives and a favorable sales mix shift (up 10.6%). Adjusted operating segment income decreased by $7 million, or 20.1%, to $31 million in the first quarter.

 

Net sales decreased 2.6% to $445 million on a reported basis and 2.7% on an adjusted basis in the first quarter, primarily driven by significantly lower unit volumes, which was partially offset by the favorable sales mix shift and higher prices. The loss of the two large contracts in fiscal 2010, as well as ongoing market driven demand weakness, resulted in 17.6% lower unit volumes in the quarter.

 

While foodservice industry trends are expected to remain challenging for the foreseeable future, the business segment anticipates having another year of bottom-line improvement in fiscal 2011 behind new business with key customers, the impact of strategic pricing actions, favorable sales mix and further improvements in its cost structure.

 

International Beverage

 

The International Beverage segment reported good top-line results for the first quarter of fiscal 2011, with unit volumes and adjusted net sales both up. The segment successfully pushed through price increases in all geographies to offset a part of the unprecedented price increases in the coffee commodity markets. In addition, MAP spending increased to support the launch of premium innovations in France, Spain, the Netherlands and Belgium.

 

Reported operating segment income was $90 million, down $33 million, or 27.2% from $123 million in the first quarter of fiscal 2010. Adjusted operating segment income decreased $24 million, or 20.2%, to $92 million in the first quarter, driven by higher commodity costs, which included $31 million in currency mark-to-market losses related to the purchase of raw materials, as well as business growth initiatives in Brazil and investments in other growth projects. These negative impacts were partially offset by higher unit volumes, higher prices and continuous improvement and Project Accelerate savings.

 

Net sales decreased 0.9% to $728 million in the first quarter, solely due to unfavorable foreign currency exchange rates. Adjusted net sales were up 4.6%, primarily driven by higher unit volumes, pricing actions and higher green coffee export sales, partially offset by a slightly unfavorable sales mix shift (down 0.3%). Unit volumes were up 1.7% in the first quarter, driven by volume growth in Brazil and strong volumes for Senseo single-serve coffee pods and L'OREspresso capsules in France, as well as higher volumes for foodservice coffee in Europe and instant coffee in Australia and Thailand.

 

The International Beverage segment will continue to invest in its brands, innovation and international expansion in fiscal 2011 and the top-line is expected to show further acceleration of growth. Adjusted operating income is expected to be down in fiscal 2011 as a result of the aforementioned investments, combined with the impact of rising commodity costs, stranded overhead costs that were previously shared with discontinued operations and the fact that fiscal 2010 included a $30 million unrealized currency gain related to the purchase of raw materials.

 

International Bakery

 

The International Bakery segment is still facing macro-economic and competitive headwinds in its core Spanish fresh bakery market. In this market, while unit volumes were still under pressure from private label competition, the business continued to work diligently on improving its cost structure and introduced various value-added new products. The French refrigerated dough business continued to perform well in the first quarter of fiscal 2011.

 

The segment reported operating segment income of $8 million in the first quarter, up from $6 million in the year-ago period. Adjusted operating segment income was $8 million, compared to $12 million in the prior-year quarter, or down 27.4%, largely due to reduced prices and lower unit volumes, partially offset by Project Accelerate and continuous improvement savings.

 

Net sales decreased 9.0% to $186 million in the quarter, due to lower prices, unfavorable foreign currency exchange rates, lower unit volumes and a slightly unfavorable sales mix (down 0.1%). Adjusted net sales decreased 2.8%. Unit volumes declined 3.7% as strong volumes for refrigerated dough products in France and strong export volume to Italy and Scandinavia, could not fully offset volume weakness in the Spanish bakery business.

 

Although the segment expects to benefit from the strong performance of its European refrigerated dough and Australian frozen bakery businesses, due to the still challenging Spanish fresh bakery market, adjusted operating segment income is expected to be flat in fiscal 2011.

 

Guidance Update

 
                             Fiscal 2011Guidance      Fiscal 2010 (1) 
Total diluted EPS            $1.09 - 1.18/per share   $0.73/per share 
Diluted EPS from             $0.89 - 0.96/per share   $0.92/per share 
continuing 
operations 
Diluted EPS from             $0.21 - 0.23/per share   $(0.19)/per share 
discontinued 
operations 
Contingent sale proceeds     -                        $0.19/per share 
Total significant            $0.08/per share          $(0.57)/per share 
items, net (2) 
Significant items related    $(0.03)/per share        $(0.05)/per share 
to continuing operations 
Significant items            $0.12/per share          $(0.52)/per share 
related to 
discontinued operations 
Impact of 53rd week          -                        $0.03/per share 
Impact of 53rd week in       -                        $0.02/per share 
continuing operations 
Impact of 53rd week          -                        $0.01/per share 
in discontinued 
operations 
Adjusted EPS (2)(3)          $1.01 - 1.10/per share   $1.08/per share 
Adjusted EPS from            $0.92 - 0.99/per share   $0.76/per share 
continuing 
operations 
Adjusted EPS from            $0.09 - 0.11/per share   $0.32/per share 
discontinued 
operations 
Net sales                    $11.8 - $12.1 billion    $12.9 billion 
Net sales from continuing    $11.0 - $11.2 billion    $10.8 billion 
operations 
Net sales from               $0.8 - $0.9 billion      $2.1 billion 
discontinued 
operations 
Total operating income (4)   $1,035 - $1,120 million  $1,169 million 
Operating income             $965 - $1,030 million    $918 million 
from continuing 
operations 
Operating income from        $70 - $90 million        $251 million 
discontinued 
operations 
Cash                         $600 - $700 million      $952 million 
flow from operations(incl. 
discontinued ops.) 
Capital expenditures         $400 - $450 million      $385 million 
Interest expense, net        $96 million              $123 million 
Tax rate, cont.              33% -35%                 29.7% 
operations, 
excl. significant items 
Dollar/Euro exchange rate    $1.35                    $1.39 
 
 

(1) Fiscal 2010 had 53 weeks.

 

(2) Amounts are rounded and may not add to the total.

 

(3) "Adjusted EPS" and other "adjusted" financial measures are explained in "Explanation of Non-GAAP Financial Measures."

 

(4) Fiscal 2011 operating income guidance includes a negative impact of $21 million in net significant items reported in the first quarter, of which $10 million was reported in continuing operations and $11 million in discontinued operations, but does not include any additional significant items that may occur during the remainder of the fiscal year.

 

Sara Lee currently expects full-year fiscal 2011 total diluted EPS to be in the range of $1.09 to $1.18 per share, which includes a $0.08 per share net gain from significant items realized in the first quarter of fiscal 2011, and compares to $0.73 per share in fiscal 2010. This guidance does not include any additional significant items that may occur during the remainder of the fiscal year.

 

Adjusted EPS from continuing operations for fiscal 2011 is expected to be $0.92 to $0.99 per share, compared to $0.76 per share in fiscal 2010. The year-over-year increase is primarily driven by $90 to $110 million in additional Project Accelerate benefits, $1.0 to $1.5 billion of share repurchase, lower pension expense (of which $20 million is part of Project Accelerate) and $27 million in lower interest expense. Compared to the initial fiscal 2011 guidance provided on Aug. 12, 2010, guidance for adjusted EPS from continuing operations was raised by $0.04 per share today to reflect lower net interest expense and the stronger Euro. The company expects $25 million of debt extinguishment costs in the second quarter.

 

Cash from operations is expected to decline from $952 million in fiscal 2010 to $600 to $700 million in fiscal 2011. The decline is primarily the result of lower income from discontinued operations, higher cash restructuring payments to eliminate stranded overhead, higher cash taxes related to gains from various household and body care transactions and an increase in working capital due to business growth and higher commodity market prices in fiscal 2011. Positively, pension cash contributions will be lower in fiscal 2011 as a result of voluntarily contributing $200 million in fiscal 2010.

 

Sara Lee currently expects the North American Retail and Foodservice segments to show an increase in adjusted operating segment income in fiscal 2011. The North American Fresh Bakery and International Bakery segments are expected to be flat and the International Beverage segment is expected to be down in fiscal 2011. The company expects that general corporate expenses will decline by approximately $50 million in fiscal 2011.

 

Actual results may differ from this guidance due to future significant events that may occur, the nature, timing and financial impact of which are not yet known. Also the timing of the close of various International Household and Body Care transactions can have an impact on guidance.

 

Webcast and Form 10-Q

 

Sara Lee Corporation's review of its results for the first quarter and the announced divestiture of the North American Fresh Bakery business will be broadcast live via the Internet today at 9:00 a.m. CST. The live webcast can be accessed in the Investor Relations section on www.saralee.com and is anticipated to conclude by 10:00 a.m. CST. For people who are unable to listen to the webcast live, a recording will be available on the website two hours following the completion of the webcast until Monday, May 9, 2011. Sara Lee Corporation will file a Form 10-Q for the first quarter of fiscal 2011 with the Securities and Exchange Commission on or before Friday, Nov. 12, 2010.

 

Forward-Looking Statements

 

This release contains forward-looking statements regarding Sara Lee's business prospects and future financial results, including statements contained under the heading "Guidance." In addition, from time to time, in oral statements and written reports, the corporation discusses its expectations regarding the corporation's future performance by making forward-looking statements preceded by terms such as "anticipates," "we are confident," "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.

 

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

 
 
    -- Sara Lee's share repurchase and other capital plans, such as (i) 

future opportunities that the Board may determine present greater

potential value to shareholders than the current capital plans and

targets, including without limitation potential acquisitions, joint

ventures or other corporate transactions, and investments in Sara

Lee's business; (ii) future operating or capital needs that require a

more significant outlay of cash than currently anticipated; or (iii)

future changes in facts or circumstances that may impact the

anticipated accounting treatment of such activities;

 
    -- Sara Lee's relationship with its customers, such as (iv) a significant 

change in Sara Lee's business with any of its major customers, such as

Walmart, its largest customer, including changes in how such customers

manage their suppliers and the level of inventory these customers

maintain; and (v) credit and other business risks associated with

customers operating in a highly competitive retail environment;

 
    -- The consumer marketplace, such as (vi) significant competition, 

including advertising, promotional and price competition; (vii)

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

shift in consumer demand toward private label; (viii) fluctuations in

the cost of raw materials, Sara Lee's ability to increase or maintain

product prices in response to fluctuations in cost and the impact on

Sara Lee's profitability; (ix) the impact of various food safety

issues and regulations on sales and profitability of Sara Lee

products; and (x) inherent risks in the marketplace associated with

new product introductions, including uncertainties about trade and

consumer acceptance;

 
    -- Sara Lee's international operations, such as (xi) impacts on reported 

earnings from fluctuations in foreign currency exchange rates,

particularly the euro; (xii) Sara Lee's generation of a high

percentage of its revenues from businesses outside the United States

and costs to remit these foreign earnings into the U.S. to fund Sara

Lee's domestic operations, share repurchase plans, dividends, debt

service and corporate costs; (xiii) the impact on Sara Lee's business

of its receipt of binding offers to purchase a large portion of its

H&BC business, its intent to divest the remainder of that business and

any inability to complete these transactions or to divest the

remaining H&BC businesses on favorable terms; and (xiv) difficulties

and costs associated with complying with U.S. laws and regulations,

such as Foreign Corrupt Practices Act, applicable to entities with

overseas operations, and different regulatory structures and

unexpected changes in regulatory environments overseas, including

without limitation potentially negative consequences from changes in

anti-competition and tax laws; and (xv) Sara Lee's ability to continue

to source production and conduct manufacturing and selling operations

in various countries due to changing business conditions, political

environments, import quotas and the financial condition of suppliers;

 
    -- Previous business decisions, such as (xvi) Sara Lee's ability to 

generate margin improvement through cost reduction and efficiency

initiatives, including Project Accelerate and the outsourcing of

significant portions of our financial transaction processing, global

IT, and global indirect procurement activities; (xvii) Sara Lee's

ability to achieve planned cash flows from capital expenditures and

acquisitions and the impact of changing interest rates and the cost of

capital on the discounted value of those planned cash flows, which

could impact future impairment analyses; (xviii) credit ratings issued

by the three major credit rating agencies, the impact of Sara Lee's

capital plans and targets on such credit ratings and the impact these

ratings and changes in these ratings may have on Sara Lee's cost to

borrow funds, access to capital/debt markets, and ability to complete

the planned share repurchase; (xix) Sara Lee's plan to refinance

significant outstanding indebtedness in the next two years and the

impact of potential changes in the credit environment; (xx) Sara Lee's

plan to repurchase a significant amount of its common stock and the

impact of such repurchases on its earnings, cash flow and credit

ratings; (xxi) the settlement of a number of ongoing reviews of Sara

Lee's income tax filing positions in various jurisdictions and

inherent uncertainties related to the interpretation of tax

regulations in the jurisdictions in which Sara Lee transacts business;

and (xxii) changes in the expense for and contingent liabilities

relating to multi-employer pension plans in which Sara Lee

participates; and

 
    -- Uncertainty relating to the chief executive officer position and the 

fact that Sara Lee's board has initiated a process to identify a

permanent successor.

 

In addition, Sara Lee's 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 corporation competes. Sara Lee undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

About Sara Lee Corporation

 

Each and every day, Sara Lee (NYSE: SLE) delights millions of consumers and customers around the world. The company has one of the world's best-loved and leading portfolios with its innovative and trusted food and beverage brands, including Ball Park, Douwe Egberts, Hillshire Farm, Jimmy Dean, Sara Lee and Senseo. Collectively, our brands generate nearly $11 billion in annual net sales. Sara Lee has approximately 33,000 employees in its continuing operations worldwide. Please visit www.saralee.com for the latest news and in-depth information about Sara Lee and its brands.

 
SARA LEE CORPORATION AND SUBSIDIARIES 
Consolidated Statements of Income 
For the Quarter ended October 2, 
2010 and September 26, 2009 
(In millions, except per 
share data - Unaudited) 
                                            Quarter ended 
                                            October 2,    September 26, 
                                            2010          2009 
Continuing operations 
Net sales                                   $ 2,575       $ 2,588 
Cost of sales                                 1,663         1,619 
Selling, general and administrative           738           763 
expenses 
Net charges for exit activities,              5             13 
asset and business dispositions 
Contingent sale proceeds                      -             (133  ) 
Operating income                              169           326 
Interest expense                              36            35 
Interest income                               (6    )       (6    ) 
Debt extinguishment costs                     30            - 
Income from continuing operations             109           297 
before income taxes 
Income tax expense                            41            106 
Income from continuing operations             68            191 
Discontinued operations: 
Income from discontinued operations, 
net of tax expense (benefit)                  37            96 
of $21 and $(31) 
Gain on sale of discontinued 
operations, net of 
tax expense of $166 and nil                   89            - 
Net income from discontinued operations       126           96 
Net income                                    194           287 
Less: Income from noncontrolling 
interests, net of tax 
Continuing operations                         2             1 
Discontinued operations                       -             2 
Net income attributable to Sara Lee         $ 192         $ 284 
Amounts attributable to Sara Lee: 
Net income from continuing operations       $ 66          $ 190 
Net income from discontinued operations       126           94 
Earnings per share of common stock: 
Basic 
Income from continuing operations           $ 0.10        $ 0.27 
Net income                                  $ 0.29        $ 0.41 
Average shares outstanding                    653           697 
Diluted 
Income from continuing operations           $ 0.10        $ 0.27 
Net income                                  $ 0.29        $ 0.41 
Average shares outstanding                    655           698 
Cash dividends declared per                 $ -           $ - 
share of common stock 
 
 
SARA LEE CORPORATION AND SUBSIDIARIES 
Condensed Consolidated Balance Sheets 
at October 2, 2010 and July  3, 2010 
(In millions - Unaudited) 
                                                     October 2,   July 3, 
                                                     2010         2010 
Assets 
Cash and equivalents                                 $ 1,125      $ 955 
Trade accounts receivable, less allowances             1,229        1,187 
Inventories 
Finished goods                                         497          406 
Work in process                                        35           31 
Materials and supplies                                 408          309 
                                                       940          746 
Current deferred income taxes                          225          262 
Other current assets                                   332          370 
Assets held for sale                                   270          260 
Total current assets                                   4,121        3,780 
Property, net of accumulated depreciation              2,100        2,070 
of $2,945 and $2,822,  respectively 
Trademarks and other identifiable intangibles, net     501          504 
Goodwill                                               1,297        1,261 
Deferred income taxes                                  243          225 
Other noncurrent assets                                174          164 
Noncurrent assets held for sale                        818          832 
                                                     $ 9,254      $ 8,836 
Liabilities and Equity 
Notes payable                                        $ 111        $ 47 
Accounts payable                                       979          1,005 
Income taxes payable and current deferred taxes        14           8 
Other accrued liabilities                              1,254        1,255 
Current maturities of long-term debt                   473          16 
Liabilities held for sale                              291          253 
Total current liabilities                              3,122        2,584 
Long-term debt                                         2,432        2,718 
Pension obligation                                     513          530 
Deferred income taxes                                  617          548 
Other liabilities                                      1,052        931 
Noncurrent liabilities held for sale                   3            10 
Equity 
Sara Lee common stockholders' equity                   1,486        1,487 
Noncontrolling interest                                29           28 
Total Equity                                           1,515        1,515 
                                                     $ 9,254      $ 8,836 
 
 
SARA LEE CORPORATION AND SUBSIDIARIES 
Consolidated Statements of Cash Flows 
For the Three Months Ended October 
2, 2010 and September 26, 2009 
(In millions - Unaudited) 
                                              Three Months ended 
                                              October 2,    September 26, 
                                              2010          2009 
Operating activities - 
Net income                                    $ 194         $ 287 
Less: Cash received from                        -             (133  ) 
contingent sale proceeds 
Adjustments to reconcile 
net income to net cash 
from operating activities: 
Depreciation                                    82            99 
Amortization                                    21            27 
Net (gain) loss on business dispositions        (255  )       - 
Pension contributions, net of expense           (17   )       28 
Increase in deferred income taxes               77            - 
for unremitted earnings 
Debt extinguishment costs                       30            - 
Other                                           21            24 
Changes in current assets 
and liabilities, net of 
businesses acquired and sold: 
Trade accounts receivable                       35            (30   ) 
Inventories                                     (140  )       (80   ) 
Other current assets                            (64   )       (2    ) 
Accounts payable                                9             (44   ) 
Accrued liabilities                             (47   )       (37   ) 
Accrued taxes                                   82            48 
Net cash from operating activities              28            187 
Investment activities - 
Purchases of property and equipment             (66   )       (59   ) 
Purchases of software and other intangibles     (7    )       (5    ) 
Dispositions of businesses and investments      355           - 
Cash received from contingent sale proceeds     -             133 
Cash received from derivative transactions      26            34 
Sales of assets                                 7             6 
Net cash received from investment activities    315           109 
Financing activities - 
Issuances of common stock                       1             - 
Purchases of common stock                       (373  )       - 
Borrowings of other debt                        890           8 
Repayments of other debt                        (708  )       (35   ) 
Net change in financing with                    (22   )       62 
less than 90-day maturities 
Payments of dividends                           (73   )       (78   ) 
Net cash used in financing activities           (285  )       (43   ) 
Effect of changes in foreign                    112           51 
exchange rates on cash 
Increase (decrease) in cash and equivalents     170           304 
Add: Cash balances of discontinued              -             8 
operations at beginning of year 
Less: Cash balances of discontinued             -             (12   ) 
operations at end of period 
Cash and equivalents at beginning of year       955           951 
Cash and equivalents at end of quarter        $ 1,125       $ 1,251 
Supplemental cash flow data: 
Cash paid for restructuring actions           $ 25          $ 36 
Cash contributions to pension plans             30            5 
Cash paid for income taxes                      68            26 
 
 
Sara Lee Corporation 
and Subsidiaries 
Segment Analysis 
- as reported 
(in millions 
- Unaudited) 
                                                             Quarter ended 
                                                             October 2,    September 26,    Change 
                                                             2010          2009             Dollars    % 
Continuing 
Operations: 
                      Net sales: 
                      North American Retail                  $ 707         $ 659            $ 48       7.3   % 
                      North American Fresh Bakery              516           541              (25  )   (4.6  ) 
                      North American Foodservice               445           457              (12  )   (2.6  ) 
                      International Beverage                   728           734              (6   )   (0.9  ) 
                      International Bakery                     186           204              (18  )   (9.0  ) 
                      Intersegment                             (7    )       (7    )          - 
                      Total net sales                        $ 2,575       $ 2,588          $ (13  )   (0.5  )% 
                      Operating income (loss): 
                      North American Retail                  $ 63          $ 80             $ (17  )   (20.6 )% 
                      North American Fresh Bakery              (1    )       14               (15  )   NM 
                      North American Foodservice               29            38               (9   )   (23.2 ) 
                      International Beverage                   90            123              (33  )   (27.2 ) 
                      International Bakery                     8             6                2        48.2 
                      Operating segment income                 189           261              (72  )   (27.5 ) 
                      General corporate expenses               (25   )       (55   )          30 
                      Mark-to-market derivative gain/(loss)    14            (3    )          17 
                      Amortization                             (11   )       (11   )          - 
                      Adjustment for noncontrolling interest   2             1                1 
                      Contingent sale proceeds                 -             133              (133 ) 
                      Total operating income                 $ 169         $ 326            $ (157 )   (48.1 )% 
                      Operating Margin: 
                      North American Retail                    8.9   %       12.1  %                   (3.2  )% 
                      North American Fresh Bakery            (0.2    )       2.7                       (2.9  ) 
                      North American Foodservice               6.6           8.3                       (1.7  ) 
                      International Beverage                   12.3          16.8                      (4.5  ) 
                      International Bakery                     4.5           2.7                       1.8 
                      Total Sara Lee                         6.6     %       12.6  %                   (6.0  )% 
Discontinued 
Operations: 
                      Net sales                              $ 408         $ 521            $ (113 )   (21.7 )% 
                      Operating segment income                 58            69               (11  )   (17.1 ) 
                      Operating income                         58            65               (7   )   (10.3 ) 
                      Operating Margin                         14.1  %       13.3  %                   0.8   % 
 
 
Sara Lee Corporation 
and Subsidiaries 
Segment Analysis 
- as adjusted 
(in millions 
- Unaudited) 
                                                             Quarter ended 
                                                             October 2,     September 26,    Change 
                                                             2010           2009             Dollars    % 
Continuing 
Operations: 
                      Adjusted net sales: 
                      North American Retail                  $ 707          $ 659            $ 48       7.3   % 
                      North American Fresh Bakery              516            541              (25 )    (4.6  ) 
                      North American Foodservice               445            457              (12 )    (2.7  ) 
                      International Beverage                   728            696              32       4.6 
                      International Bakery                     186            191              (5  )    (2.8  ) 
                      Intersegment                             (7        )    (7    )          - 
                      Adjusted net sales                     $ 2,575        $ 2,537          $ 38       1.5   % 
                      Adjusted operating income (loss): 
                      North American Retail                  $ 64           $ 83             $ (19 )    (23.0 )% 
                      North American Fresh Bakery              -              22               (22 )    NM 
                      North American Foodservice               31             38               (7  )    (20.1 ) 
                      International Beverage                   92             116              (24 )    (20.2 ) 
                      International Bakery                     8              12               (4  )    (27.4 ) 
                      Adjusted operating segment income        195            271              (76 )    (28.0 ) 
                      General corporate expenses               (21       )    (49   )          28 
                      Mark-to-market derivative gain/(loss)    14             (3    )          17 
                      Amortization                             (11       )    (11   )          - 
                      Adjustment for noncontrolling interest   2              1                1 
                      Adjusted operating income              $ 179          $ 209            $ (30 )    (14.4 )% 
                      Adjusted Operating Margin: 
                      North American Retail                    9.0       %    12.6  %                   (3.6  )% 
                      North American Fresh Bakery            0.0              4.1                       (4.1  ) 
                      North American Foodservice             7.0              8.5                       (1.5  ) 
                      International Beverage                 12.7             16.6                      (3.9  ) 
                      International Bakery                     4.6            6.1                       (1.5  ) 
                      Total Sara Lee                           6.9       %    8.2   %                   (1.3  )% 
Discontinued 
Operations: 
                      Adjusted net sales                     $ 408          $ 409            $ (1  )    (0.2  )% 
                      Adjusted operating segment income        69             56               13       23.3 
                      Adjusted operating income                69             52               17       35.5 
                      Adjusted operating margin                17.0      %    13.7  %                   3.3   % 
 
 

* Adjusted net sales, adjusted operating income and adjusted operating margin % are non-GAAP measures.

 

See "Explanation of Non-GAAP Financial Measures" for a detailed explanation of these and other non-GAAP measures used in this release.

 
Sara Lee Corporation and Subsidiaries 
Net Sales Bridge 
For the First Quarter ended October 2, 2010 
(Unaudited) 
The following table illustrates the components of the change in  net sales versus the prior year for each of the five reported  business segments. 
First Quarter ended October 2, 2010 
                                                                      Adjusted                  Total 
                               Unit                                   Net Sales*    Foreign     Net Sales 
                               Volume   + Mix    + Price  + Other   = Change      + Exchange  = Change 
North American Retail (1)      4.4   %    1.3  %   2.3  %   (0.7 )%   7.3  %        0.0  %      7.3  % 
North American Fresh Bakery    (2.4  )    1.0      (3.4 )   0.2       (4.6 )        0.0         (4.6 ) 
North American Foodservice     (17.6 )    10.6     4.5      (0.2 )    (2.7 )        0.1         (2.6 ) 
International Beverage         1.7        (0.3 )   2.3      0.9       4.6           (5.5 )      (0.9 ) 
International Bakery           (3.7  )    (0.1 )   (2.9 )   3.9       (2.8 )        (6.2 )      (9.0 ) 
Total Continuing Business (1)  (2.0  )%   2.0  %   1.1  %   0.4  %    1.5  %        (2.0 )%     (0.5 )% 
*Adjusted net sales is a non-GAAP measure that excludes the impact  of foreign currency exchange rates and acquisitions/dispositions. 
See "Explanation of Non-GAAP Financial Measures" for a detailed  explanation of this and other non-GAAP measures in this release. 
(1) Volume data excludes the impact of commodity hog volumes as the  corporation has exited nearly all of its commodity hog contracts. 
 
 
Sara 
Lee 
Corporation 
and 
Subsidiaries 
Significant 
Items 
Analysis 
(Unaudited) 
                     Quarter ended Oct. 2, 2010              Quarter ended Sept. 26, 2009 
                                         Diluted                                 Diluted 
                     Pretax    Net       EPS                 Pretax    Net       EPS 
(In millions         Impact    Income    Impact (1)          Impact    Income    Impact (1) 
except 
per share 
data) 
Continuing 
Operations: 
Business             $ (3  )   $ (2  )   $ -                 $ (5  )   $ (3  )   $ - 
outsourcing 
costs 
Severance              (5  )     (3  )     (0.01 )             (13 )     (9  )     (0.01 ) 
Accelerated            (2  )     (1  )     -                   -         -         - 
depreciation 
Total Project          (10 )     (6  )     (0.01 )             (18 )     (12 )     (0.01 ) 
Accelerate 
Pension                -         -         -                   (7  )     (5  )     (0.01 ) 
partial 
withdrawal 
liability 
charge 
Debt                   (30 )     (19 )     (0.03 )             -         -         - 
extinguishment 
costs 
Impact                 (40 )     (25 )     (0.04 )             (25 )     (17 )     (0.02 ) 
of 
significant 
items on 
income 
from 
continuing 
operations 
before income 
taxes 
UK                     -         -         -                   -         6         0.01 
net operating 
loss 
utilization 
Tax                    -         4         0.01                -         1         - 
audit 
settlement/reserve 
adjustments 
Tax valuation          -         -         -                   -         (25 )     (0.04 ) 
allowance 
adjustment 
Impact                 (40 )     (21 )     (0.03 )             (25 )     (35 )     (0.05 ) 
of 
significant 
items on 
income 
from 
continuing 
operations 
Discontinued 
operations: 
Professional           (4  )     (3  )     (0.01 )             (4  )     (3  )     - 
fees/other 
Project                (7  )     (5  )     (0.01 )             -         -         - 
Accelerate 
charges 
Gain on the            255       89        0.14                -         -         - 
sale 
of 
discontinued 
operations 
Valuation              -         -         -                   -         47        0.07 
allowance 
adjustment 
Tax                    -         2         -                   -         11        0.02 
basis 
difference 
adjustment 
Tax                    -         (5  )     (0.01 )             -         (5  )     (0.01 ) 
on unremitted 
earnings 
Impact                 244       78        0.12                (4  )     50        0.08 
of 
significant 
items on 
income 
from 
discontinued 
operations 
Impact               $ 204     $ 57      $ 0.08              $ (29 )   $ 15      $ 0.03 
of 
significant 
items on net 
income 
Impact 
of 
significant 
items on 
income 
from 
continuing 
operations 
before income 
taxes 
Cost of sales        $ (2  )                                 $ (1  ) 
Selling,               (3  )                                   (11 ) 
general 
and 
administrative 
expenses 
Exit and               (5  )                                   (13 ) 
business 
dispositions 
Debt                   (30 )                                   - 
extinguishment 
costs 
Total                $ (40 )                                 $ (25 ) 
Notes: 
(1) 
EPS amounts 
are rounded 
to 
the nearest 
$0.01 and may 
not add 
to  the 
total. 
 
 
Sara Lee Corporation and Subsidiaries 
Reconciliation of as Reported to Adjusted 
Quarter ended October 2, 2010 
Amounts in millions, except per share data 
(Unaudited) 
                                                                     Impact of Significant Items 
                                                         As          Continuing    Discontinued 
                                                         Reported    Operations    Operations              Adjusted (1) 
Continuing operations: 
Income (loss) from continuing operations 
before income taxes                                      $ 109       $ (40   )     $ -                     $ 149 
Income tax (benefit) expense                               41          (19   )       -                       60 
Income (loss) from continuing operations                   68          (21   )       -                       89 
Discontinued operations: 
Income (loss) from discontinued operations, net of tax     37          -             (11  )                  48 
Gain on sale of discontinued operations, net of tax        89          -             89                      - 
Net income from discontinued operations                    126         -             78                      48 
Net income (loss)                                          194         (21   )       78                      137 
Less: Income from noncontrolling interests, net of tax 
Continuing operations                                      2           -             -                       2 
Discontinued operations                                    -           -             -                       - 
Net income (loss) attributable to Sara Lee               $ 192       $ (21   )     $ 78                    $ 135 
Amounts attributable to Sara Lee: 
Net income (loss) from continuing operations             $ 66        $ (21   )     $ -                     $ 87 
Net income (loss) from discontinued operations             126         -             78                      48 
Earnings per share of common stock: 
Diluted 
Income from continuing operations                        $ 0.10      $ (0.03 )     $ -                     $ 0.13 
Net income (loss)                                        $ 0.29      $ (0.03 )     $ 0.12                  $ 0.21 
Effective tax rate - continuing operations                 37.1 %                                            39.8 % 
(1) Represents a non-GAAP financial measure. See "Explanation of  Non-GAAP Financial Measures" for a detailed explanation of these and  other non-GAAP measures. 
 
 
Sara 
Lee Corporation 
and 
Subsidiaries 
Reconciliation 
of as 
Reported to 
Adjusted 
Quarter ended 
September 
26, 2009 
Amounts in 
millions, 
except 
per share data 
(Unaudited) 
                               Impact of Significant Items          Contingent 
                   As          Continuing    Discontinued           Sale 
                   Reported    Operations    Operations             Proceeds     Adjusted (1) 
Continuing 
operations: 
Income (loss) 
from 
continuing 
operations 
before income      $ 297       $ (25   )     $ -                    $ 133        $ 189 
taxes 
Income tax           106         10            -                      30           66 
(benefit) 
expense 
Income (loss)        191         (35   )       -                      103          123 
from 
continuing 
operations 
Discontinued 
operations: 
Income (loss)        96          -             50                     -            46 
from 
discontinued 
operations, 
net of tax 
Gain on sale of      -           -             -                      -            - 
discontinued 
operations, 
net of tax 
Net income from      96          -             50                     -            46 
discontinued 
operations 
Net income           287         (35   )       50                     103          169 
(loss) 
Less: Income 
from 
noncontrolling 
interests, 
net of tax 
Continuing           1           -             -                      -            1 
operations 
Discontinued         2           -             -                      -            2 
operations 
Net income         $ 284       $ (35   )     $ 50                   $ 103        $ 166 
(loss) 
attributable 
to Sara Lee 
Amounts 
attributable 
to Sara Lee: 
Net income         $ 190       $ (35   )     $ -                    $ 103        $ 122 
(loss) 
from 
continuing 
operations 
Net income           94          -             50                     -            44 
(loss) 
from 
discontinued 
operations 
Earnings per 
share 
of common 
stock: 
Diluted 
Income from        $ 0.27      $ (0.05 )     $ -                    $ 0.15       $ 0.17 
continuing 
operations 
Net income         $ 0.41      $ (0.05 )     $ 0.08                 $ 0.15       $ 0.23 
(loss) 
Effective            35.5 %                                                        35.1 % 
tax rate 
- continuing 
operations 
(1) Represents 
a non-GAAP 
financial 
measure. 
See "Explanation 
of 
Non-GAAP 
Financial 
Measures" for 
a detailed 
explanation of 
these and 
other 
non-GAAP 
measures. 
 
 

Explanation of Non-GAAP Financial Measures

 

Management measures and reports Sara Lee's financial results in accordance with U.S. generally accepted accounting principles ("GAAP"). In this release, Sara Lee highlights certain items that have significantly impacted the corporation'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 corporation 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; transformation program and Project Accelerate costs; impairment charges; pension partial withdrawal liability charges; benefit plan curtailment gains (losses); debt extinguishment costs; tax charge on deemed repatriated earnings; tax costs and benefits resulting from the disposition of a business; impact of tax law changes; 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 Sara Lee or the applicable business segment or discontinued operations and to enable more meaningful comparability between financial results from period to period. Additionally, Sara Lee 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 corporation.

 

"Contingent sale proceeds" are contingent proceeds from the sale of the company's tobacco business in fiscal 1999. Under the sales agreement, Sara Lee received cash payments annually so long as tobacco continued to be a legal product in the specified countries. Our last cash payment was received on July 15, 2009. Contingent sale proceeds are not "significant items," but are identified separately because the income is not generated by the company's underlying business and has a finite term.

 

"Impact of 53rd week" is the financial impact to Sara Lee, in terms of additional sales, expense or income, resulting from fiscal 2010 having 53 weeks as compared to 52 weeks in the comparable fiscal years.

 

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, the receipt of contingent sale proceeds, the impact of acquisitions and dispositions, the impact of the 53rd week and changes in foreign currency exchange rates. Management believes that these non-GAAP financial measures reflect an additional way of viewing aspects of Sara Lee's business that, when viewed together with Sara Lee's financial results computed in accordance with GAAP, provide a more complete understanding of factors and trends affecting Sara Lee's 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 significant items and the impact of the contingent sale proceeds. 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 Sara Lee's historical and project 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 three performance measures under Sara Lee's annual incentive plan are net sales and operating income, which are the reported amounts as adjusted for significant items and possibly other items. Operating income, as adjusted for significant items, also may be used as a component of Sara Lee's long-term incentive plans. Many of the significant items will recur in future periods; however, the amount and frequency of each significant item varies from period to period.

 

Management also has received inquiries from investors seeking to better understand and project the corporation's tax rate, which can be complex given the multiple foreign jurisdictions in which Sara Lee operates and the numerous tax rules with which it must comply. The information contained in the tables "Reconciliation of as Reported to Adjusted" for each fiscal period includes certain non-GAAP financial measures, and is intended to help investors better understand Sara Lee's effective tax rate.

 

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

 

In the "Reconciliation of as Reported to Adjusted" table, the Adjusted amounts equal each of "income before taxes," "tax (expense) benefit," "net income" and "effective tax rate," computed in accordance with GAAP less the impact of significant items recognized in the fiscal period presented. Each item in the "Adjusted" column of that table equals the indicated financial measure computed in accordance with GAAP less the impact of both significant items and contingent sale proceeds recognized in the fiscal period presented.

 

"Adjusted EPS" excludes from diluted EPS, as reported, for total Sara Lee, for continuing operations or for discontinued operations, as indicated, the per share impact of significant items and contingent sale proceeds, and the per share impact of the 53rd week recognized in the fiscal period presented. The line item title or the context of its use in this release and in other communications indicates whether "Adjusted EPS" refers to total Adjusted EPS for all of Sara Lee, Adjusted EPS from continuing operations or Adjusted EPS from discontinued operations.

 

"Adjusted net sales" for continuing operations or discontinued operations, as indicated in this release, excludes from applicable net sales the impact of businesses acquired or divested after the start of the fiscal period and the impact of the 53rd week, and also presents fiscal 2010 results at fiscal 2011 currency exchange rates.

 

"Adjusted operating income" for continuing operations or discontinued operations, as indicated in this release, excludes from applicable operating income the impact of significant items and contingent sale proceeds, if any, the impact of the 53rd week and businesses acquired or divested after the start of the fiscal period, and also presents fiscal 2010 results at fiscal 2011 currency exchange rates.

 

"Adjusted operating margin" for continuing operations, a specified business segment or discontinued operations, as indicated in this release, is a non-GAAP financial measure that equals adjusted operating income for the applicable portion of the business divided by adjusted net sales of the corporation (in the case of computing adjusted operating margin for continuing operations) or adjusted operating segment income for a business segment or discontinued operations divided by adjusted net sales for that business segment or discontinued operation (in the case of computing adjusted operating margin for a specific business segment or discontinued operations).

 

"Adjusted operating segment income" for continuing operations, a specified business segment or discontinued operations, as indicated in this release, excludes from the operating segment income from continuing operations, of a specified business segment or from discontinued operations the impact of significant items and the impact of the 53rd week recognized by that portion of the business during the fiscal period and businesses acquired or divested after the start of the fiscal period, and also presents fiscal 2010 results at fiscal 2011 currency exchange rates.

 

"Adjusted income or adjusted net income" for continuing operations, discontinued operations or total Sara Lee, as indicated in this release, excludes from applicable net income the after tax impact of significant items, contingent sale proceeds and the after tax impact of the 53rd week, if any. The amount does not include any adjustment for businesses acquired or divested after the start of the fiscal period and presents each fiscal year's results at that fiscal year's currency exchange rates.

 
Sara Lee Corporation 
and Subsidiaries 
Operating Results by 
Business Segment* 
(in millions - Unaudited) 
                                                       Dollar    Percent 
                                  First Quarter        Change    Change 
                                  2011       2010 
North American Retail 
Net sales                         $ 707      $ 659     $ 48      7.3   % 
Adjusted net sales*               $ 707      $ 659     $ 48      7.3   % 
Operating segment income          $ 63       $ 80      $ (17 )   (20.6 )% 
Operating margin %                  8.9  %     12.1 %            (3.2  )% 
Less: increase/(decrease) 
in operating 
segment income from: 
Project Accelerate charges        $ (1   )   $ (3   )  $ 2 
Adjusted operating                $ 64       $ 83      $ (19 )   (23.0 )% 
segment income* 
Adjusted operating margin %*        9.0  %     12.6 %            (3.6  )% 
North American Fresh Bakery 
Net sales                         $ 516      $ 541     $ (25 )   (4.6  )% 
Adjusted net sales*               $ 516      $ 541     $ (25 )   (4.6  )% 
Operating segment income (loss)   $ (1   )   $ 14      $ (15 )   NM 
Operating margin %                  (0.2 )%    2.7  %            (2.9  )% 
Less: increase/(decrease) 
in operating 
segment income from: 
Project Accelerate charges        $ (1   )   $ (1   )  $ - 
Pension partial withdrawal          -          (7   )    7 
liability charge 
Adjusted operating                $ -        $ 22      $ (22 )   NM 
segment income* 
Adjusted operating margin %*        0.0  %     4.1  %            (4.1  )% 
North American Foodservice 
Net sales                         $ 445      $ 457     $ (12 )   (2.6  )% 
Adjusted net sales*               $ 445      $ 457     $ (12 )   (2.7  )% 
Operating segment income          $ 29       $ 38      $ (9  )   (23.2 )% 
Operating margin %                  6.6  %     8.3  %            (1.7  )% 
Less: increase/(decrease) 
in operating 
segment income from: 
Accelerated depreciation          $ (2   )   $ -       $ (2  ) 
Adjusted operating                $ 31       $ 38      $ (7  )   (20.1 )% 
segment income* 
Adjusted operating margin %*        7.0  %     8.5  %            (1.5  )% 
* Adjusted net sales, adjusted 
operating segment income and 
adjusted  operating margin 
% are non-GAAP measures. 
See "Explanation of 
Non-GAAP Financial 
Measures" for a detailed 
explanation 
of these and other 
non-GAAP measures 
used in this  release. 
 
 
Sara Lee Corporation 
and Subsidiaries 
Operating Results by 
Business Segment* 
(in millions - Unaudited) 
                                                       Dollar    Percent 
                                 First Quarter         Change    Change 
                                 2011      2010 
International Beverage 
Net sales                        $ 728     $ 734       $ (6  )   (0.9  )% 
Less: increase/(decrease) 
in net sales from: 
Changes in foreign currency      $ -       $ 38        $ (38 ) 
exchange rates 
Adjusted net sales*              $ 728     $ 696       $ 32      4.6   % 
Operating segment income         $ 90      $ 123       $ (33 )   (27.2 )% 
Operating margin %                 12.3 %    16.8 %              (4.5  )% 
Less: increase/(decrease) 
in operating 
segment income from: 
Changes in foreign currency      $ -       $ 9         $ (9  ) 
exchange rates 
Project Accelerate charges         (2   )    (2   )      - 
Adjusted operating               $ 92      $ 116       $ (24 )   (20.2 )% 
segment income* 
Adjusted operating margin %*       12.7 %    16.6 %              (3.9  )% 
International Bakery 
Net sales                        $ 186     $ 204       $ (18 )   (9.0  )% 
Less: increase/(decrease) 
in net sales from: 
Changes in foreign currency      $ -       $ 13        $ (13 ) 
exchange rates 
Adjusted net sales*              $ 186     $ 191       $ (5  )   (2.8  )% 
Operating segment income         $ 8       $ 6         $ 2       48.2  % 
Operating margin %                 4.5  %    2.7  %              1.8   % 
Less: increase/(decrease) 
in operating 
segment income from: 
Changes in foreign currency      $ -       $ 1         $ (1  ) 
exchange rates 
Project Accelerate charges         -         (7   )      7 
Adjusted operating               $ 8       $ 12        $ (4  )   (27.4 )% 
segment income* 
Adjusted operating margin %*       4.6  %    6.1  %              (1.5  )% 
* Adjusted net sales, adjusted 
operating segment income and 
adjusted  operating margin 
% are non-GAAP measures. 
See "Explanation of 
Non-GAAP Financial 
Measures" for a detailed 
explanation 
of these and other 
non-GAAP measures 
used in this  release. 
 
 
Sara Lee Corporation 
and Subsidiaries 
Operating Results by 
Business Segment* 
(in millions - Unaudited) 
                                                        Dollar    Percent 
                                 First Quarter          Change    Change 
                                 2011       2010 
Total Sara Lee 
Net sales - total operating      $ 2,582    $ 2,595     $ (13  ) 
segments 
Intersegment                       (7    )    (7    )     - 
Net sales                        $ 2,575    $ 2,588     $ (13  )  (0.5  )% 
Less: increase/(decrease) 
in net sales from: 
Changes in foreign currency      $ -        $ 51        $ (51  ) 
exchange rates 
Adjusted net sales*              $ 2,575    $ 2,537     $ 38      1.5   % 
Total operating segment income   $ 189      $ 261       $ (72  )  (27.5 )% 
Less: increase/(decrease) 
in operating 
segment income from: 
Changes in foreign currency      $ -        $ 10        $ (10  ) 
exchange rates 
Project Accelerate charges         (4    )    (13   )     9 
Accelerated depreciation           (2    )    -           (2   ) 
Pension partial withdrawal         -          (7    )     7 
liability charge 
Total adjusted operating         $ 195      $ 271       $ (76  )  (28.0 )% 
segment income* 
Total operating segment income   $ 189      $ 261       $ (72  )  (27.5 )% 
General corporate expenses         (25   )    (55   )     30 
Mark-to-market derivative          14         (3    )     17 
gains (losses) 
Amortization of trademarks         (11   )    (11   )     - 
and other intangibles 
Adjustment for noncontrolling      2          1           1 
interest 
Contingent sales proceeds          -          133         (133 ) 
Operating income                 $ 169      $ 326       $ (157 )  (48.1 )% 
Operating margin %                 6.6   %    12.6  %             (6.0  )% 
Less: increase/(decrease) in 
operating income from: 
Contingent sale proceeds         $ -        $ 133       $ (133 ) 
Changes in foreign currency        -          9           (9   ) 
exchange rates 
Project Accelerate charges         (8    )    (18   )     10 
Accelerated depreciation           (2    )    -           (2   ) 
Pension partial withdrawal         -          (7    )     7 
liability charge 
Adjusted operating income*       $ 179      $ 209       $ (30  )  (14.4 )% 
Adjusted operating margin %*       6.9   %    8.2   %             (1.3  )% 
* Adjusted net sales, adjusted 
operating income and adjusted 
operating margin % are 
non-GAAP measures. 
See "Explanation of 
Non-GAAP Financial 
Measures" for a detailed 
explanation 
of these and other 
non-GAAP measures 
used in this  release. 
 
 
Sara Lee Corporation 
and Subsidiaries 
Operating Results 
For Discontinued 
Operations 
(in millions - Unaudited) 
                                                      Dollar    Percent 
                                First Quarter         Change    Change 
                                2011      2010 
International Household and 
Body Care Businesses 
Net sales                       $ 408     $ 521       $ (113 )  (21.7 )% 
Less: increase/(decrease) 
in net sales from: 
Changes in foreign currency     $ -       $ 20        $ (20  ) 
exchange rates 
Disposition                       -         92          (92  ) 
Adjusted net sales*             $ 408     $ 409       $ (1   )  (0.2  )% 
Operating segment income        $ 58      $ 69        $ (11  )  (17.1 )% 
Operating margin %                14.1 %    13.3 %              0.8   % 
Less: increase/(decrease) 
in operating 
segment income from: 
Changes in foreign currency     $ -       $ 3         $ (3   ) 
exchange rates 
Exit activities and business      (7   )    -           (7   ) 
dispositions 
Professional fees/Other           (4   )    (4   )      - 
Dispositions                      -         14          (14  ) 
Adjusted operating              $ 69      $ 56        $ 13      23.3  % 
segment income* 
Adjusted operating margin %*      17.0 %    13.7 %              3.3   % 
Operating segment income        $ 58      $ 69        $ (11  )  (17.1 )% 
Amortization expense              -         (4   )      4 
Operating income                $ 58      $ 65        $ (7   )  (10.3 )% 
Less: increase/(decrease) in 
operating income from: 
Changes in foreign currency     $ -       $ 3         $ (3   ) 
exchange rates 
Exit activities and business      (7   )    -           (7   ) 
dispositions 
Professional fees/Other           (4   )    (4   )      - 
Dispositions                      -         14          (14  ) 
Adjusted operating income       $ 69      $ 52        $ 17      35.5  % 
Operating income                $ 58      $ 65        $ (7   )  (10.3 )% 
Interest income (expense)         -         -           - 
Income before income taxes        58        65          (7   ) 
Income taxes expense              21        (31  )      52 
(benefit) 
Income from discontinued          37        96          (59  )  (61.7 )% 
operations 
Adjustment for noncontrolling     -         (2   )      2 
interests 
Income from discontinued          37        94          (57  )  (61.0 )% 
operations 
attributable to Sara Lee 
Gain on sale of discontinued      89        -           89 
operations, net of tax 
Net income from discontinued    $ 126     $ 94        $ 32      33.5  % 
operations 
attributable to Sara Lee 
* Adjusted net sales, 
adjusted 
operating segment income and 
adjusted  operating margin 
% are non-GAAP measures. 
See "Explanation of 
Non-GAAP Financial 
Measures" for a detailed 
explanation 
of these and other 
non-GAAP measures 
used in this  release. 
 
 

Sara Lee Corp.Media: Jon Harris, +1.630.598.8661Analysts: Aaron Hoffman, +1.630.598.8739

 
 
 
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