TIDMSRL 
 
 

Sara Lee Corp. (NYSE: SLE) today reported earnings for the third quarter and first nine months of fiscal 2012 and provided an update on the progress of the spin-off of D.E MASTER BLENDERS 1753.

 

Third Quarter Highlights (continuing operations):

 
 
    -- 3% increase in adjusted1 net sales; 2% increase in reported 

net sales

Coffee & Tea Co2: adjusted net sales up 5%;

reported net sales up 1%

Meat Co2: adjusted net sales up 1%; reported net sales

up 2%

 
    -- Adjusted and reported operating income decreased 5% and 66% 

Coffee & Tea Co: adjusted operating segment income down 9%;

reported operating segment income down 21%

Meat Co: adjusted operating segment income down 7%; reported

operating segment income down 13%

 
    -- Adjusted EPS decreased two cents to $0.20; reported EPS decreased 

fourteen cents to $0.06

 

Guidance Update

 
 
    -- Expect adjusted EPS to fall in the middle of the $0.89-$0.95 range 
 
    -- Net sales and operating income will meet objectives at the low end of 

their respective guidance ranges

 
Key Financial Data, Continuing Operations 
Third Quarter             ($ millions, except per share)  First Nine Months 
2012    2011   % Change   Continuing Operations           2012   2011   % Change 
1,861   1,806  3.0        Adjusted Net Sales              5,805  5,536  4.9 
1,899   1,860  2.0        Reported Net Sales              5,923  5,545  6.8 
195     205    (4.7  )    Adjusted Operating Income       633    596    6.3 
66      194    (65.9 )    Reported Operating Income       278    526    (47.2 ) 
$0.20   $0.22  (9.1  )    Adjusted EPS                    $0.65  $0.55  18.2 
$0.06   $0.20  (70.0 )    Reported EPS                    $0.06  $0.43  (86.0 ) 
 
 

1 The term "adjusted net sales" and other "adjusted" financial measures are explained and reconciled to comparable GAAP measures at the end of this release.

 

2 Coffee & Tea Co is Sara Lee's business segment, which is planned to be spun-off into an independent company. Meat Co is the summation of the N.A. Retail and N.A. Foodservice & Specialty Meats segments

 

Perspectives from Executive Chairman & Chief Executive Officer

 

"I am pleased to announce that we are on track to spin-off the Coffee & Tea business by June 30. Significant progress has been made in the last quarter with the IRS private letter ruling, an F-1 prospectus filing for Coffee, the successful bond redemption and tender offers and the investor day for Coffee Co (D.E MASTER BLENDERS 1753)," said Executive Chairman Jan Bennink. "Both companies are in full preparation to become highly successful pure play companies. Sean Connolly, the new CEO for Meats, is finalizing his strategy and his new management structure, which will be presented to investors shortly. Michiel Herkemij, appointed as CEO for Master Blenders in December, has presented his strategy to investors and has added a supply chain executive and a regional head for Western Europe to his executive team. The Boards for the new companies will be announced in May."

 

Chief Executive Officer Marcel Smits added, "I am pleased to report that Meat Co showed continued improvement in volume trends, achieved SG&A reductions and launched new innovation in the third quarter. The Coffee & Tea business performed well in its main markets with underlying margin improvement, and is gearing up for significant innovation. Activity levels in both companies increased during this period as the corporate headquarters operation continued to be scaled down. In addition, both businesses worked through manufacturing inefficiencies that impacted results. Positively, after two years of steep commodity cost increases, we finally see a stabilization and, in the case of coffee, a reversal of raw material trends. For the first time in two years, both businesses recovered their commodity cost increases and will see further benefits in Q4, particularly in coffee. We are confident that we will achieve our guidance, at the low end of the range for sales and operating income, as we continue to build two stand-alone businesses."

 
Fiscal 2012 Guidance 
                                    February 
                                    Guidance        Current Expectations 
Adjusted EPS                        $0.89 - $0.95   Middle of the range 
Net Sales                           $7.9-$8.15B     Low end of the range 
Adjusted Operating Income           $875 - $930M    Low end of the range 
(including acquisitions) 
Net interest expenses               $80M            $65M 
Tax Rate                            33.4%           33% 
Year-end-cash                       $300M           $300M 
Year-end-debt                       $2.4B           $1.7B* 
Average dollar euro exchange rate   $1.35           $1.35 
*Updated on March 2, 2012 
 
 
Coffee & Tea Co. 
Third Quarter          ($ millions)            First Nine Months 
2012   2011  % Change  Continuing Operations   2012   2011   % Change 
929    888   4.6       Adjusted Net Sales      2,823  2,567  10.0 
938    925   1.4       Reported Net Sales      2,858  2,552  12.0 
36     47    (23.1)    MAP                     141    131    7.1 
120    131   (8.7)     Adjusted Op. Seg. Inc.  385    374    2.9 
106    134   (20.7)    Reported Op. Seg. Inc.  360    333    8.2 
 
 

Overall, Coffee & Tea experienced strong performance in its branded business during the quarter. Excluding green coffee exports, adjusted net sales increased by 8.2%. Including export sales, the business grew by 4.6%. NOTE: Going forward net sales will be reported excluding green coffee export sales.

 

All business sectors showed strength, with Western Europe the most robust, at 10.5% sales growth, Rest of World at 8.4% and Out-of-Home at 2.9%. Shares in the key Western European countries (Netherlands, France and Spain) held steady or grew.

 

Mix improved to +6.5%, from +5.4% last quarter, while volume continued to be negative at -7.3% compared to the prior year in Q3. Volume has been affected by three factors: the elimination of private label business in France in summer 2011; the effects of the Thai flooding; and negative volume trends in several smaller countries due to aggressive pricing to protect margins. Excluding French private label and Thai volume declines, the ongoing business shows a -3.9% compared to the prior year in Q3. Actions are underway to rebalance volume and margins in these markets.

 

Operating segment income for the third quarter was below last year, adversely affected by SG&A increases due to stranded costs, costs for the stand-alone company and one-off innovation costs. Positive raw material developments are not reflected in this quarter due to the forward buying strategy of the business.

 

Income was impacted by a $17 million currency mark-to-market loss in this quarter. Adjusted operating margins excluding this impact are healthy at 14.7%, a significant increase over the comparable number last quarter of 13.6%. As of the spin-off, these currency mark-to-market impacts will be reported below the operating profit line to better track operating results.

 

MAP spend was below last year, as funds were partly reallocated to support volume actions in selected smaller markets and to foster upcoming innovations.

 

Innovations are starting to show the first green shoots, with the encouraging launch of the premium R&G line in the Netherlands, the upcoming re-launch of capsules and the re-launch of the Spanish Tea range with new flavors and packaging in Q4.

 

Raw material benefits will begin to be realized in Q4, with coverage of lower prices until October.

 

Meat Co.

 
North American Retail and North American Foodservice &  Specialty Meats 
Third Quarter           ($ millions)            First Nine Months 
2012   2011  % Change   Continuing Operations   2012   2011   % Change 
906    895   1.3        Adjusted Net Sales      2,898  2,882  0.6 
935    913   2.4        Reported Net Sales      2,981  2,913  2.3 
32     25    28.8       MAP                     109    98     12.0 
96     103   (7.1  )    Adjusted Op. Seg. Inc.  297    310    (4.4  ) 
89     103   (13.5 )    Reported Op. Seg. Inc.  272    308    (11.8 ) 
 
 

The total Meat Co. business continues to show positive progress. For the first time in the fiscal year, pricing net of commodities was positive in both the Retail and Foodservice & Specialty Meats segments. Total volumes have begun to stabilize and were slightly down (less than 1%) for the quarter, showing sequential improvement from a 5.7% decline over the prior year in Q1 and a 3.5% decline over the prior year in Q2, assisted by the timing of the Easter holiday as well as higher commodity turkey sales. Bakery categories in both segments continue to perform below expectations, diluting the stronger performance of the meat categories.

 
North American Retail 
Third Quarter           ($ millions)            First Nine Months 
2012   2011  % Change   Continuing Operations   2012   2011   % Change 
675    670   0.8        Adjusted Net Sales      2,100  2,106  (0.3  ) 
675    670   0.8        Reported Net Sales      2,100  2,106  (0.3  ) 
26     24    8.8        MAP                     93     93     0.5 
78     83    (7.0  )    Adjusted Op. Seg. Inc.  222    228    (3.1  ) 
72     82    (12.6 )    Reported Op. Seg. Inc.  195    226    (14.0 ) 
 
 

Third quarter reported and adjusted net sales showed a slight increase of almost 1% over the prior year third quarter as positive pricing offset a weaker sales mix. Unit volumes were flat for the quarter, continuing a sequential improvement from volume declines of 7.3% over the prior year in Q1 and a 4.9% decline over the prior year in Q2. Volume declines from the transition to third party brokers have shown improvement. Adjusted and reported operating segment income declined, as a result of discounts to move aged inventory and higher MAP spend.

 

Jimmy Dean continues its strong performance with positive volume growth for the quarter. New innovations, including quesadillas and bowl variants, launched in Q3 and were supported by increased media and advertising spend.

 

The Ball Park frozen hamburger patty launch in Q3 extends the brand beyond hot dogs. Rollout of this new product will continue through Q4. Media and Advertising campaigns supporting Ball Park are also planned for Q4.

 

Efforts to refresh and reposition the HillshireFarm brand continue. The Hillshire Farm sausage business showed improvement in the quarter behind new products launched earlier in the year, increased MAP spend and selected pricing actions implemented in Q2.

 

In the first nine months, adjusted and reported net sales were flat as pricing and sales mix virtually offset volume declines and higher slotting expenses. Adjusted operating segment income declined 3% and reported operating segment income declined 14% as lower volumes and higher commodity costs and slotting expenses were not entirely offset by lower SG&A costs and favorable pricing.

 
North American Foodservice & Specialty Meats 
Third Quarter           ($ millions)            First Nine Months 
2012   2011  % Change   Continuing Operations   2012  2011  % Change 
231    225   2.9        Adjusted Net Sales      798   776   2.9 
260    243   6.9        Reported Net Sales      881   807   9.1 
6      1     NM         MAP                     16    5     NM 
18     20    (7.4  )    Adjusted Op. Seg. Inc.  75    82    (8.3 ) 
17     21    (16.9 )    Reported Op. Seg. Inc.  77    82    (5.9 ) 
 
 

In the third quarter, adjusted and reported net sales increased by almost 3% and 7%, respectively, over the prior year's third quarter as pricing more than offset volume declines in the segment. Adjusted and reported operating segment income declined as a result of the lower segment volumes and related manufacturing inefficiencies. Low single digit volume growth in the meat business was offset by high single-digit volume declines in bakery as that business continues to suffer from negative economic and industry trends.

 

In the first nine months, adjusted and reported net sales increased by approximately 3% and 9%, respectively, driven primarily by higher pricing and the impact of the Aidells acquisition. Adjusted and reported operating segment declines can be attributed to higher commodity costs and declining volumes offsetting additional higher pricing and lower SG&A costs.

 

Additional Information

 
Corporate Expenses 
Third Quarter     ($ millions, excluding significant items)   First Nine Months 
2012   2011                                                   2012  2011 
(5)    (33)       General corporate expenses                  (36)  (97) 
(4)    (4)        Amortization of trademarks and intangibles  (10)  (10) 
(10)   8          Commodity MTM gains/(losses)                (6)   18 
(19)   (29)       Total corporate expenses                    (52)  (89) 
 
 

Total corporate expenses were $19 million for the quarter, a decline of $10 million from the prior year. The reduction was primarily in general corporate expenses due to corporate headcount reductions, lower pension and casualty insurance costs and lower overhead expenses related to sold companies. These reductions were somewhat offset by commodity mark-to-market losses of $10 million for the quarter (mainly due to declining coffee costs) compared to an $8 million gain last year. We expect full year total corporate expenses (including amortization and commodity MTM adjustments) to be in a range of $70-$80 million.

 

Commodity Costs (including Currency Mark-to-Market)

 

In the third quarter, price increases of $123 million helped to offset total commodity cost increases of $92 million. In the first nine months of the year, price increases of $445 million helped to offset total commodity cost increases of $411 million. The $411 million increase in FY12 commodity costs includes a $35 million favorable variance in currency mark-to-market adjustments, comprised of a $4 million dollar gain in the first nine months of FY12 versus a $31 million dollar year-to-date loss in the first nine months of FY11. This year-over-year benefit is included in the Coffee and Tea results.

 

Cash from Operations

 

Net cash used in operating activities for the third quarter was $173 million versus a source of $59 million in the prior year. The decrease was primarily due to a $73 million (EUR55 million) termination payment paid to Royal Philips Electronics as well as refundable tax payments of $43 million primarily related to the Senseo trademark acquisitions and higher cash payments for significant items. For the first nine months, net cash from operating activities was a use of $140 million compared to a source of $292 million in the prior year. The decrease was primarily due to a significant decline in the cash generated by discontinued operations as divestitures were completed, a one-time $86 million (EUR60 million) payment to the Netherlands pension plan in the first quarter of fiscal 2012, higher cash payments for significant items and refundable tax payments.

 

Significant Items

 

For the quarter, total significant items, excluding impairment charges and gains or losses on the sale of businesses, were $131 million, primarily resulting from the termination of a previous agreement with Royal Philips Electronics and spin-related advisory costs. For the full year, we expect total significant items for continuing and discontinued operations, excluding impairment charges and gains or losses on the sale of businesses, to be approximately $550 million.

 

As a consequence of the spin-off, Sara Lee expects to release approximately $700 million of deferred tax liabilities currently on its balance sheet related to the repatriation of foreign earnings. This reversal, which will be reflected as a reduction to income tax expense, is expected to occur in the same quarter as the spin-off.

 

Dividends

 

Sara Lee previously announced that as part of the spin-off process, Sara Lee will spin-off all of the shares of its U.S. subsidiary that holds its Coffee & Tea business. Immediately after that spin-off occurs, the U.S. subsidiary will pay a $3.00 special dividend to Sara Lee shareholders who receive shares of the spun-off business.

 

Sara Lee Corporation does not expect to declare or pay any additional dividends before spin-off.

 
Diluted Earnings 
Per Share 
                          Third Quarter 
                          Continuing Operations      Total Company 
                          2012     2011              2012     2011 
Diluted EPS as reported   $0.06    $0.20             $0.00    $0.25 
Less: 
Gain (Loss) on sale       -        -                 (0.10 )  0.05 
of discontinued 
operations 
Tax related items         0.01     -                 0.04     - 
Other significant items   (0.15 )  (0.02 )           (0.15 )  (0.09 ) 
Adjusted EPS*             $0.20    $0.22             $0.21    $0.30 
* Amounts are rounded 
and may 
not add to the total. 
                          First Nine Months 
                          Continuing Operations      Total Company 
                          2012     2011              2012     2011 
Diluted EPS as reported   $0.06    $0.43             $0.42    $1.85 
Less: 
Gain on sale of           -        -                 0.68     0.96 
discontinued 
operations 
Tax related items         (0.17 )  0.01              0.07     0.35 
Other significant items   (0.42 )  (0.13 )           (1.04 )  (0.26 ) 
Adjusted EPS*             $0.65    $0.55             $0.72    $0.81 
* Amounts are rounded 
and may 
not add to the total. 
 
 

Webcast and Form 10-Q

 

Sara Lee Corporation's review of its results for the third quarter will be broadcast live via the Internet today at 9:00 a.m. CDT. 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. CDT. For people who are unable to listen to the webcast live, a recording will be available on the website at 7:00 p.m. on the day of the webcast until November 3, 2012. Sara Lee has also provided slides containing additional information that will be reviewed during its third quarter webcast. The slides can be accessed in the Investor Relations section on www.saralee.com under Investor News and Events.

 

Amounts included in the release are preliminary, pending Sara Lee Corporation's filing of its Form 10-Q with the Securities and Exchange Commission on or before May 10, 2012. The Form 10-Q will be available in the Investor Relations section (Financial/SEC Information page) on www.saralee.com.

 

About Sara Lee Corporation

 

Sara Lee Corp. (NYSE: SLE) and it's leading portfolio of food and beverage brands, including Ball Park, Douwe Egberts, Hillshire Farm, Jimmy Dean, Pickwick Teas, Sara Lee and Senseo, generate nearly $8 billion in annual net sales from continuing operations and employ approximately 20,000 people worldwide. In January 2011, Sara Lee Corp. announced that it will divide the company into two pure-play publicly-traded companies, one focused on the international coffee and tea market and the other on North American meats. For more information on the company, please visit www.saralee.com.

 

Forward-Looking Statements

 

This release contains forward-looking statements regarding Sara Lee's business prospects and future financial results and metrics, including statements contained under the heading "Fiscal 2012 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 and are inherently uncertain.

 

Investors must recognize that actual results may differ from those expressed or implied in the forward-looking statements, and 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 proposed spin-off plans and the special dividend announced 

on Jan. 28, 2011, such as (i) unanticipated developments that delay or

negatively impact the proposed spin-off and capital plans; (ii) Sara

Lee's ability to obtain an IRS tax ruling and any other customary

approvals; (iii) Sara Lee's ability to generate the anticipated

efficiencies and savings from the spin-off including a lower effective

tax rate for the spin-off company; (iv) the impact of the spin-off on

Sara Lee's relationships with its employees, major customers and

vendors and on Sara Lee's credit ratings and cost of funds; (v)

changes in market conditions; (vi) future opportunities that the Board

may determine present greater potential value to shareholders than the

spin-off and special dividend; (vii) disruption to Sara Lee's business

operations as a result of the spin-off; (viii) future operating or

capital needs that require a more significant outlay of cash than

currently anticipated; and (ix) the ability of the businesses to

operate independently following the completion of the spin-off;

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

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

Walmart, its largest customer; and (ii) credit and other business

risks associated with customers operating in a highly competitive

retail environment;

 
    -- 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, Sara Lee's ability to increase or maintain product

prices in response to cost fluctuations and the impact on Sara Lee's

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

regulations on sales and profitability of Sara Lee products; and (v)

inherent risks in the marketplace associated with product innovations,

including uncertainties about trade and consumer acceptance;

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

earnings from fluctuations in foreign currency exchange rates,

particularly the euro; (ii) 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, dividends, debt service and corporate costs; (iii)

difficulties and costs associated with complying with U.S. laws and

regulations, such as Foreign Corrupt Practices Act, applicable to

global corporations, and different regulatory structures and

unexpected changes in regulatory environments overseas; and (iv) Sara

Lee's ability to continue to source production and conduct operations

in various countries due to changing business conditions, political

environments, import quotas and the financial condition of suppliers;

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

generate margin improvement through cost reduction and efficiency

initiatives; (ii) Sara Lee's credit ratings, the impact of Sara Lee's

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

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

and access to capital/debt markets; (iii) 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 (iv) changes in the expense for and

contingent liabilities relating to multi-employer pension plans in

which Sara Lee participates.

 

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.

 
Financial 
Summary 
- 
As Adjusted 
For 
the 
Quarters 
and Nine 
Months 
ended 
Mar. 
31, 
2012 and 
Apr. 
2,  2011 
(in 
millions, 
except 
per share 
data 
- 
unaudited) 
                 Quarter ended                       Nine Months ended 
                 Mar. 31,    Apr. 2,      %          Mar. 31,    Apr. 2,    % 
                 2012        2011         Change     2012        2011       Change 
Continuing 
operations: 
Adjusted 
net 
sales: 
N.A.             $ 675       $   670      0.8   %    $ 2,100     $ 2,106    (0.3  )% 
Retail 
N.A.               231           225      2.9          798         776      2.9 
FS 
& 
Specialty 
Meats 
Coffee             929           888      4.6          2,823       2,567    10.0 
& Tea 
Australian         30            30       (3.2  )      103         107      (4.4  ) 
Bakery 
Intersegment       (4    )       (7    )               (19   )     (20   ) 
Total            $ 1,861     $   1,806    3.0   %    $ 5,805     $ 5,536    4.9   % 
adjusted 
net sales 
Adjusted 
operating 
income 
N.A.             $ 78        $   83       (7.0  )%   $ 222       $ 228      (3.1  )% 
Retail 
N.A.               18            20       (7.4  )      75          82       (8.3  ) 
FS 
& 
Specialty 
Meats 
Coffee             120           131      (8.7  )      385         374      2.9 
& Tea 
Australian         (2    )       -        NM           3           1        NM 
Bakery 
Adjusted           214           234      (8.6  )%     685         685      (0.1  )% 
operating 
segment 
income 
General            (5    )       (33   )               (36   )     (97   ) 
corporate 
expenses 
Mark-to-market     (10   )       8                     (6    )     18 
derivatives 
gains/(losses) 
Amortization       (4    )       (4    )               (10   )     (10   ) 
of 
trademarks 
& 
intangibles 
Total            $ 195       $   205      (4.7  )%   $ 633       $ 596      6.3   % 
adjusted 
operating 
income 
Adjusted         $ 121       $   132      (9.3  )%   $ 387       $ 347      11.6  % 
income 
from 
continuing 
operations 
Adjusted         $ 123       $   185      (33.4 )%   $ 429       $ 520      (17.6 )% 
net 
income 
Adjusted 
net 
income 
attributable 
to Sara 
Lee: 
Continuing       $ 121       $   132      (9.3  )%   $ 387       $ 347      11.6  % 
operations 
Discontinued     $ 2         $   50       (95.5 )%   $ 39        $ 166      (77.1 )% 
operations 
Adjusted 
diluted 
earnings 
per 
share: 
Income           $ 0.20      $   0.22     (9.1  )%   $ 0.65      $ 0.55     18.2  % 
from 
continuing 
operations 
Net              $ 0.21      $   0.30     (30.0 )%   $ 0.72      $ 0.81     (11.1 )% 
income 
Adjusted 
operating 
margin: 
N.A.               11.5  %       12.5  %  (1.0  )%     10.5  %     10.9  %  (0.4  ) % 
Retail 
N.A.               7.7           8.6      (0.9  )      9.3         10.5     (1.2  ) 
FS 
& 
Specialty 
Meats 
Coffee             12.9          14.7     (1.8  )      13.6        14.6     (1.0  ) 
& Tea 
Australian         (6.7  )       (2.1  )  (4.6  )      3.5         1.0      2.5 
Bakery 
Total            10.5        %   11.3  %  (0.8  )%     10.9  %     10.8  %  0.1   % 
Sara 
Lee 
NM 
= 
Not 
meaningful 
 
 
Financial 
Summary 
- 
As Reported 
For 
the 
Quarters 
and Nine 
Months 
ended 
Mar. 
31, 
2012 and 
Apr. 
2,  2011 
(in 
millions, 
except 
per share 
data 
- 
unaudited) 
                 Quarter ended                     Nine Months ended 
                 Mar. 31,     Apr. 2,    %         Mar. 31,    Apr. 2,    % 
                 2012         2011       Change    2012        2011       Change 
Continuing 
operations: 
Net 
sales: 
N.A.             $ 675        $ 670      0.8   %   $ 2,100     $ 2,106    (0.3  )% 
Retail 
N.A.               260          243      6.9         881         807      9.1 
FS 
& 
Specialty 
Meats 
Coffee             938          925      1.4         2,858       2,552    12.0 
& Tea 
Australian         30           29       1.0         103         100      2.8 
Bakery 
Intersegment       (4      )    (7    )              (19   )     (20   ) 
Total net        $ 1,899      $ 1,860    2.0   %   $ 5,923     $ 5,545    6.8   % 
sales 
Operating 
income 
N.A.             $ 72         $ 82       (12.6 )%  $ 195       $ 226      (14.0 )% 
Retail 
N.A.               17           21       (16.9 )     77          82       (5.9  ) 
FS 
& 
Specialty 
Meats 
Coffee             106          134      (20.7 )     360         333      8.2 
& Tea 
Australian         (2      )    -        NM          3           1        NM 
Bakery 
Operating          193          237      (18.4 )%    635         642      (1.1  )% 
segment 
income 
General            (113    )    (47   )              (341  )     (124  ) 
corporate 
expenses 
Mark-to-market     (10     )    8                    (6    )     18 
derivatives 
gains/(losses) 
Amortization       (4      )    (4    )              (10   )     (10   ) 
of 
trademarks 
& 
intangibles 
Total            $ 66         $ 194      (65.9 )%  $ 278       $ 526      (47.2 )% 
operating 
income 
Income           $ 38         $ 124      (70.1 )%  $ 37        $ 273      (86.7 )% 
from 
continuing 
operations 
Net              $ (2      )  $ 156      NM        $ 252       $ 1,183    (78.7 )% 
income 
(loss) 
Net 
income 
(loss) 
attributable 
to Sara 
Lee: 
Continuing       $ 38         $ 124      (70.1 )%  $ 37        $ 273      (86.7 )% 
operations 
Discontinued     $ (40     )  $ 29       NM        $ 212       $ 903      (76.5 )% 
operations 
Diluted 
earnings 
per 
share: 
Income           $ 0.06       $ 0.20     (70.0 )%  $ 0.06      $ 0.43     (86.0 )% 
(loss) 
from 
continuing 
operations 
Net              $ -          $ 0.25     NM        $ 0.42      $ 1.85     (77.3 )% 
income 
Operating 
margin: 
N.A.               10.6    %    12.2  %  (1.6  )%    9.3   %     10.7  %  (1.4  )% 
Retail 
N.A.               6.6          8.5      (1.9  )     8.7         10.1     (1.4  ) 
FS 
& 
Specialty 
Meats 
Coffee             11.3         14.5     (3.2  )     12.6        13.0     (0.4  ) 
& Tea 
Australian         (8.2    )    (2.0  )  (6.2  )     3.0         1.0      2.0 
Bakery 
Total            3.5       %    10.4  %  (6.9  )%    4.7   %     9.5   %  (4.8  )% 
Sara 
Lee 
NM 
= 
Not 
meaningful 
 
 
Consolidated 
Statements 
of Income 
For the Quarters 
and Nine Months 
ended Mar. 31, 
2012 and Apr. 
2,  2011 (in 
millions, 
except 
per share data 
- unaudited) 
                     Quarter ended            Nine Months ended 
                     March 31,    April 2,    March 31,    April 2, 
                     2012         2011        2012         2011 
Continuing 
operations 
Net sales            $ 1,899      $ 1,860     $ 5,923      $ 5,545 
Cost of sales          1,312        1,226       4,024        3,664 
Selling, general       458          436         1,410        1,308 
and 
administrative 
expenses 
Net charges            63           4           179          47 
for exit 
activities, 
asset and business 
dispositions 
Impairment charges     -            -           32           - 
Operating income       66           194         278          526 
Interest expense       29           25          88           87 
Interest income        (11   )      (9    )     (31   )      (21   ) 
Debt                   -            -           -            55 
extinguishment 
costs 
Income from            48           178         221          405 
continuing 
operations 
before income 
taxes 
Income tax expense     10           54          184          132 
Income from            38           124         37           273 
continuing 
operations 
Discontinued 
operations: 
Income (loss) from 
discontinued 
operations, 
net of tax             20           3           (188  )      302 
(benefit) 
of $(23), 
$8, $(155) 
and $(166) 
Gain (loss) 
on sale 
of discontinued 
operations, net of 
tax expense            (60   )      29          403          608 
of $29, 
$14, $368 and $576 
Net income (loss)      (40   )      32          215          910 
from 
discontinued 
operations 
Net income (loss)      (2    )      156         252          1,183 
Less: Income from 
noncontrolling 
interests, 
net of tax 
Discontinued           -            3           3            7 
operations 
Net income (loss)    $ (2    )    $ 153       $ 249        $ 1,176 
attributable 
to Sara Lee 
Amounts 
attributable 
to Sara Lee: 
Net income from      $ 38         $ 124       $ 37         $ 273 
continuing 
operations 
Net income (loss)      (40   )      29          212          903 
from 
discontinued 
operations 
Earnings per share 
of common stock: 
Basic 
Income from          $ 0.06       $ 0.21      $ 0.06       $ 0.43 
continuing 
operations 
Net income (loss)    $ -          $ 0.25      $ 0.42       $ 1.86 
Average shares         593          605         592          632 
outstanding 
Diluted 
Income from          $ 0.06       $ 0.20      $ 0.06       $ 0.43 
continuing 
operations 
Net income (loss)    $ -          $ 0.25      $ 0.42       $ 1.85 
Average shares         597          609         595          635 
outstanding 
Cash dividends       $ 0.115      $ 0.115     $ 0.23       $ 0.23 
declared per 
share of common 
stock 
 
 
Net Sales Bridge 
For the Quarters and Nine Months ended Mar. 31, 2012 and Apr. 2,  2011 (in millions, except per share data - unaudited) 
The following table illustrates the components of the change in net  sales versus the prior year for each of the four reported business  segments 
Third Quarter ended March 31, 2012 
                                                                     Adjusted                           Total 
                              Unit                                   Net Sales*    Acq./    Foreign     Net Sales 
                              Volume    Mix     + Price  + Other   = Change      + Disp.  + Exchange  = Change 
N.A. Retail                   0.3  %    (0.9 )%   4.0  %   (2.6 )%   0.8  %        0.0 %    0.0  %      0.8  % 
N.A. FS and Specialty Meats   (2.5 )    0.2       4.9      0.3       2.9           4.0      0.0         6.9 
Coffee & Tea                  (7.3 )    6.5       9.1      (3.7 )    4.6           0.8      (4.0 )      1.4 
Australian Bakery             (4.3 )    2.1       (1.6 )   0.6       (3.2 )        0.0      4.2         1.0 
Total Continuing Business     (3.9 )%   3.0  %    6.6  %   (2.7 )%   3.0  %        0.9 %    (1.9 )%     2.0  % 
First Nine Months ended March 31, 2012 
                                                                     Adjusted                           Total 
                              Unit                                   Net Sales*    Acq./    Foreign     Net Sales 
                              Volume  + Mix     + Price  + Other   = Change      + Disp.  + Exchange  = Change 
N.A. Retail                   (4.1 )%   0.4  %    5.1  %   (1.7 )%   (0.3 )%       0.0 %    0.0  %      (0.3 )% 
N.A. FS and Specialty Meats   (1.7 )    0.0       4.7      (0.1 )    2.9           6.2      0.0         9.1 
Coffee & Tea                  (6.0 )    5.3       11.6     (0.9 )    10.0          1.2      0.8         12.0 
Australian Bakery             (7.7 )    5.3       3.1      (5.1 )    (4.4 )        0.0      7.2         2.8 
Total Continuing Business     (4.7 )%   2.6  %    8.0  %   (1.0 )%   4.9  %        1.4 %    0.5  %      6.8  % 
*Adjusted net sales is a non-GAAP measure that excludes the impact  of foreign currency exchange rates and acquisitions/dispositions.  See detailed explanation of this and other non-GAAP measures in this  release. 
 
 
Condensed Consolidated Balance Sheet Data 
As of Mar. 31, 2012 and July 2, 2011 (in millions, 
except per  share data - unaudited) 
                                                     March 31,   July 2, 
                                                     2012        2011 
Assets 
Cash and equivalents                                 $ 2,655     $ 2,066 
Trade accounts receivable, less allowances             734         828 
Inventories                                            907         884 
Current deferred income taxes                          35          42 
Other current assets                                   324         261 
Assets held for sale                                   5           503 
Total current assets                                   4,660       4,584 
Property, net of accumulated depreciation              1,300       1,380 
of $2,120 and $2,057,  respectively 
Trademarks and other identifiable intangibles          400         282 
Goodwill                                               599         624 
Deferred income taxes                                  139         260 
Pension asset                                          427         265 
Other noncurrent assets                                244         236 
Noncurrent assets held for sale                        5           1,902 
                                                     $ 7,774     $ 9,533 
Liabilities and Equity 
Notes payable                                        $ 187       $ 238 
Accounts payable                                       693         875 
Income taxes payable and current deferred taxes        615         468 
Other accrued liabilities                              1,061       1,576 
Current maturities of long-term debt                   985         473 
Liabilities held for sale                              -           492 
Total current liabilities                              3,541       4,122 
Long-term debt                                         954         1,935 
Pension obligation                                     225         216 
Deferred income taxes                                  211         179 
Other liabilities                                      698         823 
Noncurrent liabilities held for sale                   -           284 
Equity 
Sara Lee common stockholders' equity                   2,145       1,945 
Noncontrolling interest                                -           29 
Total Equity                                           2,145       1,974 
                                                     $ 7,774     $ 9,533 
 
 
Consolidated Statements of Cash Flows 
For the Nine Months ended Mar. 
31, 2012 and Apr. 2, 2011 
(in  millions, except per share data - unaudited) 
                                                      Nine Months ended 
                                                        Mar. 31,    Apr. 2, 
                                                        2012        2011 
Operating activities - 
Net income                                            $ 252       $ 1,183 
Adjustments to reconcile net 
income/(loss) to net cash 
from operating activities: 
Depreciation                                            197         225 
Amortization                                            35          62 
Impairment charges                                      418         - 
Net (gain) loss on business dispositions                (771)       (1,184) 
Pension contributions, net of expense                   (197)       (76) 
Refundable tax on Senseo payments                       (43)        - 
Increase in deferred income taxes                       25          234 
for unremitted earnings 
Increase (decrease) in deferred income                  122         (227) 
taxes for tax basis  differences 
Debt extinguishment costs                               -           55 
Other                                                   (41)        35 
Changes in current assets and liabilities, net of 
businesses acquired and sold: 
Trade accounts receivable                               42          136 
Inventories                                             (77)        (268) 
Other current assets                                    31          (105) 
Accounts payable                                        (70)        (10) 
Accrued liabilities                                     (133)       (83) 
Accrued taxes                                           70          315 
Net cash from operating activities                      (140)       292 
Investing activities - 
Purchases of property and equipment                     (193)       (238) 
Purchases of software and other intangibles             (178)       (14) 
Acquisitions of businesses                              (29)        (32) 
Dispositions of businesses and investments              2,035       2,182 
Cash received from derivative transactions              49          72 
Sales of assets                                         2           10 
Net cash received from investing activities             1,686       1,980 
Financing activities - 
Issuances of common stock                               62          20 
Purchases of common stock                               -           (1,313) 
Borrowings of other debt                                173         1,032 
Repayments of other debt and derivatives                (715)       (1,352) 
Net change in financing with                            (109)       483 
less than 90-day maturities 
Purchase of noncontrolling interest                     (10)        - 
Payments of dividends                                   (203)       (217) 
Net cash used in financing activities                   (802)       (1,347) 
Effect of changes in foreign exchange rates on cash     (155)       252 
Increase in cash and equivalents                        589         1,177 
Add: Cash balances of discontinued                      -           - 
operations at beginning of year 
Less: Cash balances of discontinued                     -           - 
operations at end of period 
Cash and equivalents at beginning of year               2,066       955 
Cash and equivalents at end of quarter                $ 2,655     $ 2,132 
Supplemental cash flow data: 
Cash paid for restructuring actions                   $ 354       $ 82 
Cash contributions to pension plans                     187         115 
Cash paid for income taxes                              180         219 
 
 
Operating Results by 
Business Segment 
For the Quarters ended Mar. 31, 2012 and Apr. 2, 2011 
(in  millions, except per share data - unaudited) 
                                                                       Changes in 
                                                                       Foreign 
                                                                       Currency 
                                                          As           Exchange       Acquisitions/    As 
                                                          Reported     Rates          Dispositions     Adjusted 
Third Quarter 2012 
Net sales: 
N.A. Retail                                             $ 675        $ -            $ -              $ 675 
N.A. FS & Specialty Meats                                 260          -              29               231 
Coffee & Tea                                              938          -              9                929 
Australian Bakery                                         30           -              -                30 
Intersegment                                              (4    )      -              -                (4    ) 
Total net sales                                         $ 1,899      $ -            $ 38             $ 1,861 
Third Quarter 2011 
Net sales: 
N.A. Retail                                             $ 670        $ -            $ -              $ 670 
N.A. FS & Specialty Meats                                 243          -              18               225 
Coffee & Tea                                              925          35             2                888 
Australian Bakery                                         29           (1 )           -                30 
Intersegment                                              (7    )      -              -                (7    ) 
Total net sales                                         $ 1,860      $ 34           $ 20             $ 1,806 
                                                                       Changes in 
                                                                       Foreign 
                                                                       Currency                                                        Other 
Third Quarter 2012                                        As           Exchange       Acquisitions/    Restructuring     Impairment    Significant    As 
                                                          Reported     Rates          Dispositions     Actions           Charges       Items          Adjusted 
Operating income: 
N.A. Retail                                             $ 72         $ -            $ -              $ (6    )         $ -           $ -            $ 78 
N.A. FS & Specialty Meats                                 17           -              -                (1    )           -             -              18 
Coffee & Tea                                              106          -              -                (14   )           -             -              120 
Australian Bakery                                         (2    )      -              -                -                 -             -              (2   ) 
Total operating segment income                            193          -              -                (21   )           -             -              214 
General corporate expenses                                (113  )      -              -                (108  )           -             -              (5   ) 
Mark-to-market derivative                                 (10   )      -              -                -                 -             -              (10  ) 
gains/(losses) 
Amortization                                              (4    )      -              -                -                 -             -              (4   ) 
of trademarks/intangibles 
Operating income                                        $ 66         $ -            $ -              $ (129  )         $ -           $ -            $ 195 
Operating margin                                          3.5   %                                                                                     10.5 % 
Third Quarter 2011 
Operating income: 
N.A. Retail                                             $ 82         $ -            $ -              $ (1    )         $ -           $ -            $ 83 
N.A. FS & Specialty Meats                                 21           -              2                (1    )           -             -              20 
Coffee & Tea                                              134          4              -                (1    )           -             -              131 
Australian Bakery                                         -            -              -                -                 -             -              - 
Total operating segment income                            237          4              2                (3    )           -             -              234 
General corporate expenses                                (47   )      -              -                (14   )           -             -              (33  ) 
Mark-to-market derivative                                 8            -              -                -                 -             -              8 
gains/(losses) 
Amortization                                              (4    )      -              -                -                 -             -              (4   ) 
of trademarks/intangibles 
Operating income                                        $ 194        $ 4            $ 2              $ (17   )         $ -           $ -            $ 205 
Operating margin                                          10.4  %                                                                                     11.3 % 
 
 
Operating Results by 
Business Segment 
For the Nine Months ended Mar. 31, 2012 and Apr. 2, 2011 
(in  millions, except per share data - unaudited) 
                                                                          Changes in 
                                                                          Foreign 
                                                                          Currency 
                                                             As           Exchange       Acquisitions/    As 
                                                             Reported     Rates          Dispositions     Adjusted 
First Nine Months 2012 
Net sales: 
N.A. Retail                                                $ 2,100      $ -            $ -              $ 2,100 
N.A. FS & Specialty Meats                                    881          -              83               798 
Coffee & Tea                                                 2,858        -              35               2,823 
Australian Bakery                                            103          -              -                103 
Intersegment                                                 (19   )      -              -                (19   ) 
Total net sales                                            $ 5,923      $ -            $ 118            $ 5,805 
First Nine Months 2011 
Net sales: 
N.A. Retail                                                $ 2,106      $ -            $ -              $ 2,106 
N.A. FS & Specialty Meats                                    807          -              31               776 
Coffee & Tea                                                 2,552        (19 )          4                2,567 
Australian Bakery                                            100          (7  )          -                107 
Intersegment                                                 (20   )      -              -                (20   ) 
Total net sales                                            $ 5,545      $ (26 )        $ 35             $ 5,536 
                                                                          Changes in 
                                                                          Foreign 
                                                                          Currency                                                         Other 
First Nine Months 2012                                       As           Exchange       Acquisitions/    Restructuring     Impairment     Significant    As 
                                                             Reported     Rates          Dispositions     Actions           Charges        Items          Adjusted 
Operating income: 
N.A. Retail                                                $ 195        $ -            $ -              $ (27   )         $ -            $ -            $ 222 
N.A. FS & Specialty Meats                                    77           -              4                (2    )           -              -              75 
Coffee & Tea                                                 360          -              2                (27   )           -              -              385 
Australian Bakery                                            3            -              -                -                 -              -              3 
Total operating segment income                               635          -              6                (56   )           -              -              685 
General corporate expenses                                   (341  )      -              -                (278  )           (32 )          5              (36  ) 
Mark-to-market derivative                                    (6    )      -              -                -                 -              -              (6   ) 
gains/(losses) 
Amortization                                                 (10   )      -              -                -                 -              -              (10  ) 
of trademarks/intangibles 
Operating income                                           $ 278        $ -            $ 6              $ (334  )         $ (32 )        $ 5            $ 633 
Operating margin                                             4.7   %                                                                                      10.9 % 
First Nine Months 2011 
Operating income: 
N.A. Retail                                                $ 226        $ -            $ -              $ (2    )         $ -            $ -            $ 228 
N.A. FS & Specialty Meats                                    82           -              3                (3    )           -              -              82 
Coffee & Tea                                                 333          (6  )          1                (36   )           -              -              374 
Australian Bakery                                            1            -              -                -                 -              -              1 
Total operating segment income                               642          (6  )          4                (41   )           -              -              685 
General corporate expenses                                   (124  )      -              -                (27   )           -              -              (97  ) 
Mark-to-market derivative                                    18           -              -                -                 -              -              18 
gains/(losses) 
Amortization                                                 (10   )      -              -                -                 -              -              (10  ) 
of trademarks/intangibles 
Operating income                                           $ 526        $ (6  )        $ 4              $ (68   )         $ -            $ -            $ 596 
Operating margin                                             9.5   %                                                                                      10.8 % 
 
 
Significant Items 
For the Quarters 
ended Mar. 
31, 2012 and 
Apr. 2, 2011 
(in  millions, 
except per 
share data - 
unaudited) 
                         Quarter ended Mar. 31, 2012                   Quarter ended Apr. 2, 2011 
                                                    Diluted                                       Diluted 
                         Pretax    Net              EPS                Pretax    Net              EPS 
(In millions except      Impact    Income/(loss)    Impact (1)         Impact    Income/(loss)    Impact (1) 
per share data) 
Continuing Operations: 
Restructuring actions: 
Severance/ retention     $ (12  )  $ (9   )         $ (0.02 )          $ (4  )   $ (2  )          $ - 
costs 
Lease and contractual      (70  )    (53  )           (0.09 )            -         -                - 
obligation 
exit costs 
Consulting/advisory        (30  )    (17  )           (0.03 )            (13 )     (8  )            (0.01 ) 
costs 
Accelerated                (17  )    (11  )           (0.02 )            -         -                - 
depreciation 
Total restructuring        (129 )    (90  )           (0.15 )            (17 )     (10 )            (0.02 ) 
actions 
Gain on HBI tax            -         -                -                  -         -                - 
settlement 
Impairment charges         -         -                -                  -         -                - 
Litigation accrual         -         -                -                  -         -                - 
Thailand flood loss        -         -                -                  -         -                - 
Tax indemnification        -         -                -                  -         -                - 
accrual adjustment 
Debt extinguishment        -         -                -                  -         -                - 
costs 
Impact of significant      (129 )    (90  )           (0.15 )            (17 )     (10 )            (0.02 ) 
items 
on income/(loss) from 
continuing  operations 
before income taxes 
Tax on unremitted          -         (6   )           (0.01 )            -         -                - 
earnings 
Tax                        -         12               0.02               -         2                - 
audit 
settlement/reserve 
adjustments 
Tax valuation              -         1                -                  -         -                - 
allowance 
adjustment 
Impact of significant      (129 )    (83  )           (0.14 )            (17 )     (8  )            (0.02 ) 
items 
on income/(loss) 
from continuing 
operations 
Discontinued 
operations: 
Restructuring actions: 
Severance/ retention       -         -                -                  (17 )     (12 )            (0.02 ) 
costs 
Consulting/advisory        (2   )    (2   )           -                  (9  )     (7  )            (0.01 ) 
costs 
Accelerated                -         -                -                  (1  )     (1  )            - 
depreciation 
Impairment charges         -         -                -                  -         -                - 
Gain (loss) on             (31  )    (60  )           (0.10 )            43        29               0.05 
the sale of 
discontinued 
operations 
Licensing agreement        -         -                -                  (39 )     (27 )            (0.04 ) 
termination charge 
Pension                    -         -                -                  (2  )     (2  )            - 
curtailment/withdrawal 
Tax basis differences      -         (3   )           (0.01 )            -         -                - 
Tax                        -         22               0.04               -         (1  )            - 
audit 
settlement/reserve 
adjustments 
Tax valuation              -         -                -                  -         -                - 
allowance 
adjustment 
Tax on unremitted          -         1                -                  -         -                - 
earnings 
Impact of significant      (33  )    (42  )           (0.07 )            (25 )     (21 )            (0.03 ) 
items 
on income/(loss) 
from discontinued 
operations 
Impact of significant    $ (162 )  $ (125 )         $ (0.21 )          $ (42 )   $ (29 )          $ (0.05 ) 
items on net income 
                        Impact of significant items on income from continuing  operations before income taxes 
Cost of sales            $ (6   )                                      $ - 
Selling, general and       (60  )                                        (13 ) 
administrative 
expenses 
Exit and business          (63  )                                        (4  ) 
dispositions 
Total                    $ (129 )                                      $ (17 ) 
Notes: 
(1) EPS amounts 
are rounded 
to the nearest 
$0.01 and may not add 
to  the total. 
 
 
Significant Items 
For the Nine 
Months 
ended Mar. 
31, 2012 and 
Apr. 2, 2011 
(in  millions, 
except per 
share data - 
unaudited) 
                         Nine Months ended Mar. 31, 2012                   Nine Months ended Apr. 2, 2011 
                                                    Diluted                                            Diluted 
                         Pretax    Net              EPS                    Pretax     Net              EPS 
(In millions             Impact    Income/(loss)    Impact (1)             Impact     Income/(loss)    Impact (1) 
except 
per share data) 
Continuing 
Operations: 
Restructuring 
actions: 
Severance/               $ (47  )  $ (33  )         $ (0.05 )              $ (47   )  $ (33 )          $ (0.05 ) 
retention 
costs 
Lease                      (157 )    (112 )           (0.19 )                -          -                - 
and contractual 
obligation 
exit costs 
Consulting/advisory        (101 )    (74  )           (0.12 )                (19   )    (13 )            (0.02 ) 
costs 
Accelerated                (29  )    (18  )           (0.03 )                (2    )    (1  )            - 
depreciation 
Total                      (334 )    (237 )           (0.40 )                (68   )    (47 )            (0.07 ) 
restructuring 
actions 
Gain on HBI tax            15        15               0.02                   -          -                - 
settlement 
Impairment                 (32  )    (22  )           (0.04 )                -          -                - 
charges 
Litigation                 (11  )    (7   )           (0.01 )                -          -                - 
accrual 
Thailand flood             (2   )    (1   )           -                      -          -                - 
loss 
Tax                        3         4                0.01                   -          -                - 
indemnification 
accrual 
adjustment 
Debt                       -         -                -                      (55   )    (35 )            (0.06 ) 
extinguishment 
costs 
Impact                     (361 )    (248 )           (0.42 )                (123  )    (82 )            (0.13 ) 
of significant 
items 
on income/(loss) 
from 
continuing 
operations 
before income 
taxes 
Tax on unremitted          -         (111 )           (0.19 )                -          -                - 
earnings 
Tax                        -         81               0.14                   -          8                0.01 
audit 
settlement/reserve 
adjustments 
Tax valuation              -         (72  )           (0.12 )                -          -                - 
allowance 
adjustment 
Impact                     (361 )    (350 )           (0.59 )                (123  )    (74 )            (0.12 ) 
of significant 
items 
on income/(loss) 
from continuing 
operations 
Discontinued 
operations: 
Restructuring 
actions: 
Severance/                 (17  )    (12  )           (0.02 )                (66   )    (47 )            (0.07 ) 
retention 
costs 
Consulting/advisory        (16  )    (13  )           (0.02 )                (12   )    (9  )            (0.02 ) 
costs 
Accelerated                -         -                -                      (2    )    (2  )            - 
depreciation 
Impairment                 (385 )    (345 )           (0.58 )                -          -                - 
charges 
Gain on the sale           771       403              0.68                   1,184      608              0.96 
of discontinued 
operations 
Licensing                  -         -                -                      (39   )    (27 )            (0.04 ) 
agreement 
termination 
charge 
Pension                    (3   )    (2   )           -                      (3    )    (2  )            - 
curtailment/withdrawal 
Tax                        -         186              0.31                   -          225              0.35 
basis differences 
Tax                        -         22               0.04                   -          -                - 
audit 
settlement/reserve 
adjustments 
Tax valuation              -         -                -                      -          (3  )            - 
allowance 
adjustment 
Tax on unremitted          -         (66  )           (0.11 )                -          (6  )            (0.01 ) 
earnings 
Impact                     350       173              0.29                   1,062      737              1.16 
of significant 
items 
on income/(loss) 
from discontinued 
operations 
Impact                   $ (11  )  $ (177 )         $ (0.30 )              $ 939      $ 663            $ 1.04 
of significant 
items on net 
income 
                        Impact of significant items on income from continuing operations  before income taxes 
Cost of sales            $ (18  )                                          $ (2    ) 
Selling, general           (132 )                                            (19   ) 
and 
administrative 
expenses 
Exit and business          (179 )                                            (47   ) 
dispositions 
Impairment                 (32  )                                            - 
charges 
Debt                       -                                                 (55   ) 
extinguishment 
costs 
Total                    $ (361 )                                          $ (123  ) 
Notes: 
(1) EPS amounts 
are rounded 
to the nearest 
$0.01 and may 
not add 
to  the total. 
 
 
EPS Reconciliation - Reported to Adjusted 
For the Quarters ended Mar. 31, 2012 and Apr. 2, 2011 
(in  millions, except per share data - unaudited) 
                                                                           Quarter ended March 31, 2012                  Quarter ended April 2, 2011 
                                                                                      Impact of                                      Impact of 
                                                                           As         Significant                        As          Significant 
                                                                           Reported   Items          Adjusted (1)        Reported    Items          Adjusted (1) 
Continuing operations: 
Income from continuing operations 
before income taxes                                                      $ 48         $ (129  )      $ 177               $ 178       $ (17   )      $ 195 
Income tax expense (benefit)                                               10           (46   )        56                  54          (9    )        63 
Income from continuing operations                                          38           (83   )        121                 124         (8    )        132 
Discontinued operations: 
Income from discontinued operations, net of tax                            20           18             2                   3           (50   )        53 
Gain (loss) on sale of discontinued                                        (60  )       (60   )        -                   29          29             - 
operations, net of tax 
Net income (loss) from discontinued operations                             (40  )       (42   )        2                   32          (21   )        53 
Net income (loss)                                                          (2   )       (125  )        123                 156         (29   )        185 
Less: Income from noncontrolling 
interests, net of tax 
Discontinued operations                                                    -            -              -                   3           -              3 
Net income (loss) attributable to Sara Lee                               $ (2   )     $ (125  )      $ 123               $ 153       $ (29   )      $ 182 
Amounts attributable to Sara Lee: 
Net income from continuing operations                                    $ 38         $ (83   )      $ 121               $ 124       $ (8    )      $ 132 
Net income (loss) from discontinued operations                             (40  )       (42   )        2                   29          (21   )        50 
Earnings per share of common stock: 
Diluted 
Income from continuing operations                                        $ 0.06       $ (0.14 )      $ 0.20              $ 0.20      $ (0.02 )      $ 0.22 
Net income                                                               $ -          $ (0.21 )      $ 0.21              $ 0.25      $ (0.05 )      $ 0.30 
Effective tax rate - continuing operations                                 21.9 %                      32.0 %              30.0 %                     31.9 % 
(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 
For the Nine Months ended Mar. 31, 2012 and Apr. 2, 2011 
(in  millions, except per share data - unaudited) 
                                                                           Nine Months ended March 31, 2012                  Nine Months ended April 2, 2011 
                                                                                      Impact of                                          Impact of 
                                                                           As         Significant                            As          Significant 
                                                                           Reported   Items          Adjusted (1)            Reported    Items          Adjusted (1) 
Continuing operations: 
Income/(loss) from continuing operations 
before income taxes                                                      $ 221        $ (361  )      $ 582                   $ 405       $ (123  )      $ 528 
Income tax expense (benefit)                                               184          (11   )        195                     132         (49   )        181 
Income/(loss) from continuing operations                                   37           (350  )        387                     273         (74   )        347 
Discontinued operations: 
Income/(loss) from discontinued                                            (188 )       (230  )        42                      302         129            173 
operations, net of tax 
Gain on sale of discontinued                                               403          403            -                       608         608            - 
operations, net of tax 
Net income from discontinued operations                                    215          173            42                      910         737            173 
Net income                                                                 252          (177  )        429                     1,183       663            520 
Less: Income from noncontrolling 
interests, net of tax 
Discontinued operations                                                    3            -              3                       7           -              7 
Net income attributable to Sara Lee                                      $ 249        $ (177  )      $ 426                   $ 1,176     $ 663          $ 513 
Amounts attributable to Sara Lee: 
Net income/(loss) from continuing operations                             $ 37         $ (350  )      $ 387                   $ 273       $ (74   )      $ 347 
Net income/(loss) from discontinued operations                             212          173            39                      903         737            166 
Earnings per share of common stock: 
Diluted 
Income/(loss) from continuing operations                                 $ 0.06       $ (0.59 )      $ 0.65                  $ 0.43      $ (0.12 )      $ 0.55 
Net income                                                               $ 0.42       $ (0.30 )      $ 0.72                  $ 1.85      $ 1.04         $ 0.81 
Effective tax rate - continuing operations                                 83.5 %                      33.5 %                  32.5  %                    34.2 % 
(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 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; consulting and advisory costs, transformation program and Project Accelerate costs; impairment charges; pension partial withdrawal liability charges; debt extinguishment costs; spin-off related costs; 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 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.

 

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 acquisitions and dispositions, 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 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 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 "EPS Reconciliation of as Reported to Adjusted" tables, each item in the "Adjusted" column of that table equals the indicated financial measure computed in accordance with GAAP less the impact of significant items 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 recognized in the fiscal period presented.

 

"Adjusted net sales" for continuing operations or discontinued operations, as indicated, excludes from applicable net sales the impact of businesses acquired or divested after the start of the fiscal period and also presents fiscal 2011 results at fiscal 2012 currency exchange rates.

 

"Adjusted operating income" for continuing operations or discontinued operations, as indicated, excludes from applicable operating income the impact of significant items and businesses acquired or divested after the start of the fiscal period, and also presents fiscal 2011 results at fiscal 2012 currency exchange rates.

 

"Adjusted operating margin" for continuing operations, a specified business segment or discontinued operations, as indicated, 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, 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 the results of businesses acquired or divested after the start of the fiscal period presented, and also presents fiscal 2011 results at fiscal 2012 currency exchange rates.

 

"Adjusted operating income (including acquisitions)" for continuing operations excludes from operating income from continuing operations the impact of significant items recognized during the fiscal period presented; this measure does not exclude the results of businesses acquired or divested after the start of the fiscal period presented and does not present fiscal 2011 results at fiscal 2012 currency exchange rates.

 
Sara Lee Corp. 
Investor Relations: 
Melissa Napier, +1.630.598.8739 
Robin Jansen, +31.30.292.7455 
or 
Media: 
Jon Harris, +1.630.598.8661 
 
 
 
 
 
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