TIDMHSH 
 
 

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

 

Second Quarter Highlights (continuing operations)

 
 
    -- Adjusted1 diluted EPS increased $0.14 to $0.62; reported 

diluted EPS increased $0.38 to $0.47

 
    -- Adjusted and reported net sales increased by 2.5% and 0.7%, 

respectively, to $1.06 billion

 
    -- Adjusted operating income increased $26 million to $127 million; 

reported operating income increased $76 million to $99 million

 
    -- Full year 2013 guidance raised - new adjusted diluted EPS range of 

$1.60-$1.70

 

CEO Perspective

 

"Our business is continuing to perform well and I am very pleased with the progress we're making," said Sean Connolly, president and chief executive officer, The Hillshire Brands Company. "Our investment in MAP is strengthening our core brands, our innovation pipeline is becoming more robust, and we remain highly focused on managing costs. We also clearly benefited from favorable input costs, an area that we expect to become more challenging in calendar year 2013. Based on our strong first half results, and taking into account our outlook for the rest of the year, we are raising full year EPS guidance."

 
Key Financial Data, Continuing 
Operations 
$ in millions, except 
per share 
                                 Second Quarter              First Half 
                                 2013     2012     % Change  2013     2012     % Change 
Adjusted Net                     $ 1,060  $ 1,035  2.5%      $ 2,034  $ 1,988  2.3% 
Sales 
Reported Net                       1,060    1,053  0.7%        2,034    2,040  (0.3)% 
Sales 
Adj. Operating                     127      101    25.8%       228      158    44.2% 
Income 
Rep. Operating                     99       23     NM          183      47     NM 
Income 
Adj. Diluted EPS                   0.62     0.48   29.2%       1.10     0.74   48.6% 
Rep. Diluted EPS                   0.47     0.09   NM          0.87     0.13   NM 
 
 

Discussion of Second Quarter Continuing Operations Results

 

For the second consecutive quarter, Hillshire Brands posted increases in adjusted net sales and adjusted operating income versus the prior year quarter. The business has responded well to increased MAP investment and has also benefitted from deflationary input costs.

 

Retail

 

Net sales in the Retail segment increased 2.2% over the prior year quarter behind higher volumes and favorable mix. Strong performance in Jimmy Dean sandwiches, Aidells, and Hillshire Farm lunchmeat fueled the volume gains in the quarter. Hillshire Farm seasonal items also performed well. Additionally, Hillshire Farm lunchmeat's packaging improvements and product quality enhancements are on track to roll out in the third quarter.

 

Adjusted operating segment income increased by 23.2% and reported operating segment income increased by 31.5%. Lower input costs were a significant contributor to the increased profit. Higher sales also contributed to earnings growth. In line with the company's growth strategy, MAP investment for the quarter was meaningfully increased from the prior year.

 

Foodservice/Other

 

The Foodservice/Other segment reported solid results, with increased net sales of 2.8% behind volume gains in both commodity meats and Foodservice meats. In Foodservice bakery, volumes declined but showed signs of stabilization.

 

Adjusted operating segment income increased by 8.5% and reported operating segment income decreased by 4.1%. The increase in adjusted operating segment income resulted from higher volume and lower commodity input costs. These gains were partially offset by negative mix from high commodity meat sales and higher bakery production costs.

 

Corporate

 

Excluding significant items, corporate expenses of $13 million decreased $4million versus the second quarter of fiscal 2012 on lower headcount and the benefit of cost saving initiatives. These reductions were partially offset by commodity mark-to-market losses of $4 million for the quarter versus $3 million in gains in the previous year.

 

Guidance and Outlook

 

After two quarters of strong business results, Hillshire Brands updated its fiscal 2013 guidance for adjusted diluted EPS to $1.60 - $1.70, with slightly positive sales growth for the year. This guidance range reflects the first half results and the company's strategy to continue to invest in brand building and capabilities. Additionally, the company expects commodity input costs to become more challenging as calendar year 2013 progresses.

 

Webcast and Form 10-Q

 

The Hillshire Brands Company's review of its results for the second quarter and first half of fiscal 2013 will be broadcast live via the Internet today at 9:30 a.m. CST. The live webcast, together with the slides reviewed during the webcast, can be accessed in the Investor Relations section on www.hillshirebrands.com. For people who are unable to listen to the webcast live, a recording will be available on the website at 2:00 p.m. CST on the day of the webcast until July 31, 2013.

 

About The Hillshire Brands Company

 

The Hillshire Brands Company (NYSE: HSH) is a leader in meat-centric food solutions for the retail and foodservice markets. The company generates approximately $4 billion in annual sales and has approximately 9,500 employees. Hillshire Brands' portfolio includes iconic brands such as Jimmy Dean, Ball Park, Hillshire Farm, State Fair,Sara Lee frozen bakery and Chef Pierre pies, as well as artisanal brands Aidells and GalloSalame. For more information on the company, please visit www.hillshirebrands.com.

 

Forward-Looking Statements

 

This release contains forward-looking statements regarding Hillshire Brands' business prospects and future financial results and metrics, including statements contained under the heading "CEO Perspective" and "Guidance and Outlook". Forward-looking statements are typically preceded by terms such as "will," "anticipates," "intends," "expects," "likely" or "believes" and other similar terms. These forward-looking statements are based on currently available competitive, financial and economic data and management's views and assumptions regarding future events and are inherently uncertain.

 

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

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

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

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

transition of leadership to a new senior management team and the

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

potential tax liabilities and other indemnification obligations;

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

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

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

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

material costs, Hillshire Brands' ability to increase or maintain

product prices in response to cost fluctuations and the impact on

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

regulations on sales and profitability of Hillshire Brands' products;

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

innovations, including uncertainties about trade and consumer

acceptance;

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

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

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

other business risks associated with customers operating in a highly

competitive retail environment; and

 
    -- Other factors, such as (i) Hillshire Brands' ability to generate 

margin improvement through cost reduction and productivity improvement

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

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

these ratings and changes in these ratings may have on Hillshire

Brands' cost to borrow funds and access to capital/debt markets; and

(iii) the settlement of a number of ongoing reviews of Hillshire

Brands' income tax filing positions and inherent uncertainties related

to the interpretation of tax regulations in the jurisdictions in which

Hillshire Brands transacts or has transacted business.

 

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

 
Financial Summary - 
As Adjusted (1) 
For the Quarter and Six Months ended Dec. 29, 2012 and Dec. 
31, 2011  (in millions, except per share data - unaudited) 
                                                                                                                    Quarter ended                     Six Months ended 
                                                                                                                    Dec. 29,    Dec. 31,    %         Dec. 29,    Dec. 31,    % 
                                                                                                                    2012        2011        Change    2012        2011        Change 
Continuing 
operations: 
Adjusted net 
sales: 
                                                                        Retail                                      $ 777       $ 761       2.2   %   $ 1,496     $ 1,459     2.6   % 
                                                                        Foodservice/Other                             283         276       2.8         538         535       0.7 
                                                                        Intersegment                                  -           (2    )               -           (6    ) 
                                                                        Total adjusted net sales                    $ 1,060     $ 1,035     2.5   %   $ 2,034     $ 1,988     2.3   % 
Adjusted operating 
income/(loss) 
                                                                        Retail                                      $ 112       $ 91        23.2  %   $ 196       $ 149       31.8  % 
                                                                        Foodservice/Other                             28          27        8.5         53          49        9.6 
                                                                        Adjusted operating segment income             140         118       19.9  %     249         198       26.4  % 
                                                                        General corporate expenses                    (8    )     (19   )               (20   )     (37   ) 
                                                                        Mark-to-market derivatives gains/(losses)     (4    )     3                     1           (1    ) 
                                                                        Amortization of trademarks & intangibles      (1    )     (1    )               (2    )     (2    ) 
                                                                        Total adjusted operating income             $ 127       $ 101       25.8  %   $ 228       $ 158       44.2  % 
                                                                        Adjusted income from continuing operations  $ 76        $ 56        33.6  %   $ 136       $ 87        54.9  % 
Adjusted net                                                                                                        $ 79        $ 178       (55.7 )%  $ 141       $ 304       (53.7 )% 
income 
Adjusted net Income attributable 
to Hillshire Brands: 
                                                                        Continuing operations                       $ 76        $ 56        33.6  %   $ 136       $ 87        54.9  % 
                                                                        Discontinued operations                     $ 3         $ 121       (97.7 )%  $ 5         $ 214       (97.5 )% 
Adjusted diluted earnings 
per share: 
                                                                        Income from continuing operations           $ 0.62      $ 0.48      29.2  %   $ 1.10      $ 0.74      48.6  % 
                                                                        Net income                                  $ 0.64      $ 1.49      (57.0 )%  $ 1.15      $ 2.54      (54.7 )% 
Adjusted operating 
margin: 
                                                                        Retail                                        14.4  %     11.9  %   2.5   %     13.1  %     10.2  %   2.9   % 
                                                                        Foodservice/Other                             9.9         9.4       0.5         9.9         9.1       0.8 
                                                                        Total Hillshire Brands                        12.0  %     9.8   %   2.2   %     11.2  %     8.0   %   3.2   % 
(1) Represents a non-GAAP financial measure. See detailed  explanation 
of these and other non-GAAP measures at end of this  release 
 
 
Financial Summary 
- As Reported 
For the Quarter and Six Months ended Dec. 29, 2012 and Dec. 
31, 2011  (in millions, except per share data - unaudited) 
                                                                                                        Quarter ended                     Six Months ended 
                                                                                                        Dec. 29,    Dec. 31,    %         Dec. 29,    Dec. 31,    % 
                                                                                                        2012        2011        Change    2012        2011        Change 
Continuing 
operations: 
Net 
sales: 
                                                             Retail                                     $ 777       $ 761       2.2   %   $ 1,496     $ 1,459     2.6   % 
                                                             Foodservice/Other                            283         294       (3.7  )     538         587       (8.3  ) 
                                                             Intersegment                                 -           (2    )               -           (6    ) 
                                                             Total net sales                            $ 1,060     $ 1,053     0.7   %   $ 2,034     $ 2,040     (0.3  )% 
Operating 
income/(loss) 
                                                             Retail                                     $ 112       $ 85        31.5  %   $ 198       $ 129       53.6  % 
                                                             Foodservice/Other                            28          29        (4.1  )     53          54        (2.1  ) 
                                                             Operating segment income                     140         114       22.5  %     251         183       37.2  % 
                                                             General corporate expenses                   (36   )     (93   )               (67   )     (133  ) 
                                                             Mark-to-market derivatives gains/(losses)    (4    )     3                     1           (1    ) 
                                                             Amortization of trademarks & intangibles     (1    )     (1    )               (2    )     (2    ) 
                                                             Total operating income                     $ 99        $ 23        NM        $ 183       $ 47        NM 
                                                             Income from continuing operations          $ 58        $ 10        NM        $ 107       $ 15        NM 
Net                                                                                                     $ 65        $ 470       (86.1 )%  $ 118       $ 252       (53.2 )% 
income 
Net income attributable 
to Hillshire Brands: 
                                                             Continuing operations                      $ 58        $ 10        NM        $ 107       $ 15        NM 
                                                             Discontinued operations                    $ 7         $ 459       (98.5 )%  $ 11        $ 234       (95.3 )% 
Diluted earnings 
per share: 
                                                             Income from continuing operations          $ 0.47      $ 0.09      NM        $ 0.87      $ 0.13      NM 
                                                             Net income                                 $ 0.53      $ 3.94      (86.5 )%  $ 0.96      $ 2.10      (54.3 )% 
                                                             Operating margin: 
                                                             Retail                                       14.4  %     11.2  %   3.2   %     13.2  %     8.8   %   4.4   % 
                                                             Foodservice/Other                            9.7         9.8       (0.1  )     9.8         9.2       0.6 
                                                             Total Hillshire Brands                       9.3   %     2.1   %   7.2   %     9.0   %     2.3   %   6.7   % 
NM 
= Not meaningful 
 
 
Consolidated 
Statements 
of Income 
For 
the 
Quarters 
and Six 
Months 
ended Dec. 
29, 
2012 and 
Dec. 
31,  2011 
(in 
millions, 
except 
per share 
data 
- 
unaudited) 
                 Quarter ended                    Six Months ended 
                 December 29,    December 31,     December 29,    December 31, 
                 2012            2011             2012            2011 
Continuing 
operations 
Net sales        $ 1,060         $   1,053        $ 2,034         $ 2,040 
Cost of            728               755            1,408           1,469 
sales 
Selling,           224               226            437             444 
general 
and 
administrative 
expenses 
Net                9                 45             6               66 
charges 
for exit 
activities, 
asset and 
business 
dispositions 
Impairment         -                 4              -               14 
charges 
Operating          99                23             183             47 
income 
Interest           11                22             22              45 
expense 
Interest           (1    )           (1    )        (3    )         (2    ) 
income 
Income             89                2              164             4 
from 
continuing 
operations 
before 
income 
taxes 
Income             31                (8    )        57              (11   ) 
tax 
expense 
Income             58                10             107             15 
from 
continuing 
operations 
Discontinued 
operations: 
Income             7                 92             9               (223  ) 
(loss) 
from 
discontinued 
operations, 
net of 
tax 
expense 
(benefit) 
of 
$(3), 
$(8), 
$(2) 
and $57 
Gain on            -                 368            2               460 
sale 
of 
discontinued 
operations, 
net 
of 
tax expense 
of  nil, 
$168, $1 
and $338 
Net                7                 460            11              237 
income 
from 
discontinued 
operations 
Net                65                470            118             252 
income 
Less: 
Income 
from 
noncontrolling 
interests, 
net of 
tax 
Discontinued       -                 1              -               3 
operations 
Net              $ 65            $   469          $ 118           $ 249 
Income 
attributable 
to 
Hillshire 
Brands 
Amounts 
attributable 
to 
Hillshire 
Brands: 
Net              $ 58            $   10           $ 107           $ 15 
income 
from 
continuing 
operations 
Net                7                 459            11              234 
income 
from 
discontinued 
operations 
Earnings 
per 
share 
of common 
stock: 
Basic 
Income           $ 0.47          $   0.09         $ 0.88          $ 0.13 
from 
continuing 
operations 
Net              $ 0.53          $   3.96         $ 0.97          $ 2.11 
income 
Average            123               118            122             118 
shares 
outstanding 
Diluted 
Income           $ 0.47          $   0.09         $ 0.87          $ 0.13 
from 
continuing 
operations 
Net              $ 0.53          $   3.94         $ 0.96          $ 2.10 
income 
Average            123               119            123             119 
shares 
outstanding 
Cash             $ 0.125         $ $ 0.575        $ 0.25          $ 0.575 
dividends 
declared 
per 
share of 
common 
stock 
 
 
Net Sales Bridge 
For the Quarter and Six Months ended December 29, 2012 (unaudited) 
  The following table illustrates the components of the change in net  sales versus the prior year 
  Second Quarter ended Dec. 29, 2012                          Total 
                                                Foodservice/  Business 
                                        Retail  Other         Segments 
  Volume                                1.1%    6.6%          2.9% 
  Mix                                   0.7     (2.9)         (0.4) 
  Price                                 0.0     (1.0)         (0.3) 
  Other                                 0.4     0.1           0.3 
  Adjusted net sales* change            2.2     2.8           2.5 
  Dispositions                          0.0     (6.5)         (1.8) 
  Total Net Sales Change                2.2%    (3.7)%        0.7% 
  First Six Months ended Dec. 29, 2012                        Total 
                                                Foodservice/  Business 
                                        Retail  Other         Segments 
  Volume                                1.7%    6.0%          3.1% 
  Mix                                   1.0     (4.0)         (0.4) 
  Price                                 (0.4)   (1.1)         (0.6) 
  Other                                 0.3     (0.2)         0.2 
  Adjusted net sales* change            2.6     0.7           2.3 
  Dispositions                          0.0     (9.0)         (2.6) 
  Total Net Sales Change                2.6%    (8.3)%        (0.3)% 
  *Adjusted net sales is a non-GAAP measure that excludes the impact  of dispositions. 
  See detailed explanation of this and other non-GAAP measures in  this release. 
 
 
Condensed Consolidated Balance Sheet Data 
At December 29, 2012 and June 30, 2012 (in millions - unaudited) 
                                                  December 29,    June 30, 
                                                  2012            2012 
Assets 
Cash and equivalents                            $ 299             235 
Trade accounts receivable, less allowances        229             248 
Inventories                                       292             288 
Current deferred income taxes                     104             114 
Income tax receivable                             21              52 
Other current assets                              46              65 
Assets held for sale                              39              - 
Total current assets                              1,030           1,002 
Property, net of accumulated depreciation         829             847 
of $1,231 and $1,245,  respectively 
Trademarks and other identifiable intangibles     127             132 
Goodwill                                          348             348 
Deferred income taxes                             26              36 
Other noncurrent assets                           79              80 
Noncurrent assets held for sale                   28              5 
                                                $ 2,467         $ 2,450 
Liabilities and Equity 
Accounts payable                                $ 266           $ 359 
Other accrued liabilities                         403             469 
Current maturities of long-term debt              10              5 
Liabilities held for sale                         27              - 
Total current liabilities                         706             833 
Long-term debt                                    936             939 
Pension obligation                                157             166 
Other liabilities                                 300             277 
Noncurrent liabilities held for sale              1               - 
Equity 
Hillshire Brands common stockholders' equity      367             235 
                                                $ 2,467         $ 2,450 
 
 
Consolidated Statements of Cash Flows 
For the Six Months Ended Dec. 29, 2012 and 
Dec. 31, 2011 (in  millions - unaudited) 
                                                Six Months ended 
                                                  Dec. 29,     Dec. 31, 
                                                  2012         2011 
Operating activities - 
Net income/(loss)                               $ 118        $ 252 
Adjustments to reconcile net income to 
net cash from operating  activities: 
Depreciation                                      78           122 
Amortization                                      8            20 
Impairment charges                                -            417 
Net (gain) loss on business dispositions          (9  )        (802   ) 
Pension contributions, net of expense             (5  )        (127   ) 
Increase (decrease) in deferred income taxes      18           113 
Other                                             (1  )        37 
Changes in current assets and liabilities, 
net of businesses  acquired and sold: 
Trade accounts receivable                         6            8 
Inventories                                       (18 )        (113   ) 
Other current assets                              16           (34    ) 
Accounts payable                                  (57 )        (10    ) 
Accrued liabilities                               (57 )        (2     ) 
Accrued taxes                                     32           152 
Net cash from operating activities                129          33 
Investing activities - 
Purchases of property and equipment               (79 )        (128   ) 
Purchases of software and other intangibles       (3  )        (19    ) 
Acquisitions of businesses                        -            (29    ) 
Dispositions of businesses and investments        16           1,451 
Cash received from derivative transactions        3            25 
Sales of assets                                   1            1 
Net cash received from investing activities       (62 )        1,301 
Financing activities - 
Issuances of common stock                         39           36 
Purchases of common stock                         -            - 
Borrowings of other debt                          -            142 
Repayments of other debt and derivatives          (5  )        (242   ) 
Net change in financing with                      -            (197   ) 
less than 90-day maturities 
Purchase of noncontrolling interest               -            (10    ) 
Payments of dividends                             (31 )        (135   ) 
Net cash from ( used in) financing activities     3            (406   ) 
Effect of changes in foreign                      -            (243   ) 
exchange rates on cash 
Increase in cash and equivalents                  70           685 
Add: Cash balances of discontinued                -            1,992 
operations at beginning of year 
Less: Cash balances of discontinued               (6  )        (2,610 ) 
operations at end of period 
Cash and equivalents at beginning of year         235          74 
Cash and equivalents at end of period           $ 299        $ 141 
Supplemental cash flow data: 
Cash paid for restructuring actions             $ 48         $ 146 
Cash contributions to pension plans               3            121 
Cash paid for income taxes                        6            120 
 
 
Operating Results by 
Business Segment 
For the Quarters ended Dec. 29, 2012 and 
Dec. 31, 2011 (in millions  - unaudited) 
                                                                                                                    As                           As 
                                                                                                                    Reported     Dispositions    Adjusted (1) 
Second Quarter 
2013 
                                                                        Net sales: 
                                                                        Retail                                    $ 777        $ -             $ 777 
                                                                        Foodservice/Other                           283          -               283 
                                                                        Intersegment                                -            -               - 
                                                                        Total net sales                           $ 1,060      $ -             $ 1,060 
Second Quarter 
2012 
                                                                        Net sales: 
                                                                        Retail                                    $ 761        $ -             $ 761 
                                                                        Foodservice/Other                           294          18              276 
                                                                        Intersegment                                (2    )      -               (2    ) 
                                                                        Total net sales                           $ 1,053      $ 18            $ 1,035 
                                                                                                                                                                                                   Other 
Second Quarter                                                                                                      As                           Restructuring     Accelerated      Impairment     Significant     As 
2013 
                                                                                                                    Reported     Dispositions    Actions           Depreciation     Charges        Items           Adjusted (1) 
                                                                        Operating income: 
                                                                        Retail                                    $ 112        $ -             $ -               $ -              $ -            $ -             $ 112 
                                                                        Foodservice/Other                           28           -               -                 -                -              -               28 
                                                                        Total operating segment income              140          -               -                 -                -              -               140 
                                                                        General corporate expenses                  (36   )      -               (15   )           (10 )            -              (3  )           (8   ) 
                                                                        Mark-to-market derivative gains/(losses)    (4    )      -               -                 -                -              -               (4   ) 
                                                                        Amortization of trademarks/intangibles      (1    )      -               -                 -                -              -               (1   ) 
                                                                        Operating income                          $ 99         $ -             $ (15   )         $ (10 )          $ -            $ (3  )         $ 127 
                                                                        Operating margin                            9.3   %                                                                                        12.0 % 
Second Quarter 
2012 
                                                                        Operating income: 
                                                                        Retail                                    $ 85         $ -             $ -               $ (6  )          $ -            $ -             $ 91 
                                                                        Foodservice/Other                           29           3               (1    )           -                -              -               27 
                                                                        Total operating segment income              114          3               (1    )           (6  )            -              -               118 
                                                                        General corporate expenses                  (93   )      -               (59   )           -                (4 )           (11 )           (19  ) 
                                                                        Mark-to-market derivative gains/(losses)    3            -               -                 -                -              -               3 
                                                                        Amortization of trademarks/intangibles      (1    )      -               -                 -                -              -               (1   ) 
                                                                        Operating income                          $ 23         $ 3             $ (60   )         $ (6  )          $ (4 )         $ (11 )         $ 101 
                                                                        Operating margin                            2.1   %                                                                                        9.8  % 
(1) Represents a non-GAAP financial measure. See detailed  explanation 
of these and other non-GAAP measures at end of this  release 
 
 
Operating Results by 
Business Segment 
For the Six Months ended Dec. 29, 2012 and 
Dec. 31, 2011 (in  millions - unaudited) 
                                                                                                                    As                           As 
                                                                                                                    Reported     Dispositions    Adjusted (1) 
First Six Months 
2013 
                                                                        Net sales: 
                                                                        Retail                                    $ 1,496      $ -             $ 1,496 
                                                                        Foodservice/Other                           538          -               538 
                                                                        Intersegment                                -            -               - 
                                                                        Total net sales                           $ 2,034      $ -             $ 2,034 
First Six Months 
2012 
                                                                        Net sales: 
                                                                        Retail                                    $ 1,459      $ -             $ 1,459 
                                                                        Foodservice/Other                           587          52              535 
                                                                        Intersegment                                (6    )      -               (6    ) 
                                                                        Total net sales                           $ 2,040      $ 52            $ 1,988 
                                                                                                                                                                                                   Other 
First Six Months                                                                                                    As                           Restructuring     Accelerated      Impairment     Significant     As 
2013 
                                                                                                                    Reported     Dispositions    Actions           Depreciation     Charges        Items           Adjusted (1) 
                                                                        Operating income: 
                                                                        Retail                                    $ 198        $ 3             $ -               $ (1  )          $ -            $ -             $ 196 
                                                                        Foodservice/Other                           53           2               -                 (2  )            -              -               53 
                                                                        Total operating segment income              251          5               -                 (3  )            -              -               249 
                                                                        General corporate expenses                  (67   )      -               (26   )           (18 )            -              (3 )            (20  ) 
                                                                        Mark-to-market derivative gains/(losses)    1            -               -                 -                -              -               1 
                                                                        Amortization of trademarks/intangibles      (2    )      -               -                 -                -              -               (2   ) 
                                                                        Operating income                          $ 183        $ 5             $ (26   )         $ (21 )          $ -            $ (3 )          $ 228 
                                                                        Operating margin                            9.0   %                                                                                        11.2 % 
First Six Months 
2012 
                                                                        Operating income: 
                                                                        Retail                                    $ 129        $ -             $ (8    )         $ (12 )          $ -            $ -             $ 149 
                                                                        Foodservice/Other                           54           7               (2    )           -                -              -               49 
                                                                        Total operating segment income              183          7               (10   )           (12 )            -              -               198 
                                                                        General corporate expenses                  (133  )      -               (89   )           -                (14 )          7               (37  ) 
                                                                        Mark-to-market derivative gains/(losses)    (1    )      -               -                 -                -              -               (1   ) 
                                                                        Amortization of trademarks/intangibles      (2    )      -               -                 -                -              -               (2   ) 
                                                                        Operating income                          $ 47         $ 7             $ (99   )         $ (12 )          $ (14 )        $ 7             $ 158 
                                                                        Operating margin                            2.3   %                                                                                        8.0  % 
(1) Represents a non-GAAP financial measure. See detailed  explanation 
of these and other non-GAAP measures at end of this  release 
 
 
Significant 
Items 
Quarters ended Dec. 29, 2012 and Dec. 31, 2011 (in 
millions, except  per share data - unaudited) 
                                                                                                                                Quarter ended Dec. 29, 2012                     Quarter ended Dec. 31, 2011 
                                                                                                                                                           Diluted                                         Diluted 
                                                                                                                                Pretax    Net              EPS                  Pretax    Net              EPS 
                                                    (In millions except per share data)                                         Impact    Income/(loss)    Impact (1)           Impact    Income/(loss)    Impact (1) 
                                                    Continuing Operations: 
                                                    Restructuring actions: 
                                                    Severance/ retention costs                                                  $ -       $ -              $ -                  $ (2  )   $ (2  )          $ (0.01 ) 
                                                    Lease and contractual obligation exit costs                                   (10 )     (6  )            (0.05 )              (44 )     (28 )            (0.23 ) 
                                                    Consulting/advisory and other costs                                           (5  )     (4  )            (0.03 )              (14 )     (10 )            (0.09 ) 
                                                    Accelerated depreciation                                                      (10 )     (6  )            (0.05 )              (6  )     (3  )            (0.03 ) 
                                                    Total restructuring actions                                                   (25 )     (16 )            (0.13 )              (66 )     (43 )            (0.37 ) 
                                                    Gain on Hanesbrands Inc. tax settlement                                       -         -                -                    -         5                0.04 
                                                    Impairment charges                                                            -         -                -                    (4  )     (3  )            (0.02 ) 
                                                    Litigation accrual                                                            -         -                -                    (11 )     (7  )            (0.06 ) 
                                                    Pension settlement/withdrawal/other                                           (3  )     (2  )            (0.01 )              -         -                - 
                                                    Tax indemnification accrual adjustment                                        -         -                -                    -         2                0.02 
                                                    Impact of significant items on income from continuing operations              (28 )     (18 )            (0.15 )              (81 )     (46 )            (0.39 ) 
                                                    Discontinued operations: 
                                                    Restructuring actions: 
                                                    Severance/ retention costs                                                    1         1                -                    (21 )     (14 )            (0.12 ) 
                                                    Lease and contractual obligation exit costs                                   -         -                -                    (32 )     (24 )            (0.20 ) 
                                                    Consulting/advisory costs                                                     (2  )     (2  )            (0.01 )              (30 )     (26 )            (0.20 ) 
                                                    Impairment charges                                                            -         -                -                    (25 )     (17 )            (0.14 ) 
                                                    Gain on the sale of discontinued operations                                   -         -                -                    536       368              3.09 
                                                    Thailand flood loss                                                           -         -                -                    (2  )     (1  )            (0.01 ) 
                                                    Pension curtailment/withdrawal/other                                          1         1                -                    (3  )     (2  )            (0.01 ) 
                                                    Tax basis difference adjustment                                               -         4                0.03                 -         71               0.59 
                                                    Tax audit settlement/reserve adjustment                                       -         -                -                    -         (1  )            (0.01 ) 
                                                    Tax valuation allowance adjustment                                            -         -                -                    -         2                0.01 
                                                    Tax on unremitted earnings                                                    -         -                -                    -         (18 )            (0.15 ) 
                                                    Impact of significant items on income/(loss) from discontinued  operations    -         4                0.03                 423       338              2.84 
                                                    Impact of significant items on net income/(loss)                            $ (28 )   $ (14 )          $ (0.11 )            $ 342     $ 292            $ 2.45 
                                                    Impact of significant items on income from continuing operations  before income taxes 
                                                    Cost of sales                                                               $ (1  )                                         $ (5  ) 
                                                    Selling, general and administrative expenses                                  (18 )                                           (27 ) 
                                                    Exit and business dispositions                                                (9  )                                           (45 ) 
                                                    Impairment charges                                                            -                                               (4  ) 
                                                    Total                                                                       $ (28 )                                         $ (81 ) 
                                                    Notes: 
                                                    (1) EPS amounts are rounded to the nearest $0.01 and may not add to  the total. 
 
 
Significant 
Items 
Six Months ended Dec. 29, 2012 and Dec. 31, 2011 (in 
millions,  except per share data - unaudited) 
                                                                                                                          Six Months ended Dec. 29, 2012                     Six Months ended Dec. 31, 2011 
                                                                                                                                                     Diluted                                            Diluted 
                                                                                                                          Pretax    Net              EPS                     Pretax    Net              EPS 
                                                      (In millions except per share data)                                 Impact    Income/(loss)    Impact (1)              Impact    Income/(loss)    Impact (1) 
                                                      Continuing Operations: 
                                                      Restructuring actions: 
                                                      Severance/ retention costs                                          $ -       $ -              $ -                     $ (18  )  $ (12  )         $ (0.10 ) 
                                                      Lease and contractual obligation exit costs                           (13 )     (8  )            (0.07 )                 (50  )    (32  )           (0.26 ) 
                                                      Consulting/advisory and other costs                                   (13 )     (9  )            (0.07 )                 (31  )    (24  )           (0.21 ) 
                                                      Income from asset dispositions                                        5         3                0.03                    -         -                - 
                                                      Accelerated depreciation                                              (21 )     (13 )            (0.11 )                 (12  )    (7   )           (0.06 ) 
                                                      Total restructuring actions                                           (42 )     (27 )            (0.22 )                 (111 )    (75  )           (0.63 ) 
                                                      Gain on Hanesbrands Inc. tax settlement                               -         -                -                       15        15               0.12 
                                                      Impairment charges                                                    -         -                -                       (14  )    (9   )           (0.07 ) 
                                                      Pension settlement/withdrawal/other                                   (3  )     (2  )            (0.02 )                 -         -                - 
                                                      Litigation accrual                                                    -         -                -                       (11  )    (7   )           (0.06 ) 
                                                      Tax indemnification accrual adjustment                                -         -                -                       3         4                0.03 
                                                      Impact of significant items on income from continuing operations      (45 )     (29 )            (0.23 )                 (118 )    (72  )           (0.61 ) 
                                                      Discontinued operations: 
                                                      Restructuring actions: 
                                                      Severance/ retention costs                                            1         1                -                       (34  )    (24  )           (0.20 ) 
                                                      Lease and contractual obligation exit costs                           -         -                -                       (32  )    (24  )           (0.20 ) 
                                                      Consulting/advisory costs                                             (3  )     (2  )            (0.02 )                 (54  )    (44  )           (0.36 ) 
                                                      Impairment charges                                                    -         -                -                       (404 )    (358 )           (3.01 ) 
                                                      Gain on the sale of discontinued operations                           3         2                0.02                    798       460              3.87 
                                                      Pension curtailment/withdrawal/other                                  1         1                -                       (3   )    (2   )           (0.01 ) 
                                                      Thailand flood loss                                                   -         -                -                       (2   )    (1   )           (0.01 ) 
                                                      Tax basis difference adjustment                                       -         4                0.04                    -         189              1.59 
                                                      Tax audit settlement/reserve adjustments                              -         -                -                       -         69               0.58 
                                                      Tax valuation allowance adjustment                                    -         -                -                       -         (73  )           (0.62 ) 
                                                      Tax on unremitted earnings                                            -         -                -                       -         (172 )           (1.45 ) 
                                                      Impact of significant items on income from discontinued operations    2         6                0.05                    269       20               0.17 
                                                      Impact of significant items on net income                           $ (43 )   $ (23 )          $ (0.19 )               $ 151     $ (52  )         $ (0.44 ) 
                                                      Impact of significant items on income from continuing operations  before income taxes 
                                                      Cost of sales                                                       $ (4  )                                            $ (11  ) 
                                                      Selling, general and administrative expenses                          (35 )                                              (27  ) 
                                                      Exit and business dispositions                                        (6  )                                              (66  ) 
                                                      Impairment charges                                                    -                                                  (14  ) 
                                                      Total                                                               $ (45 )                                            $ (118 ) 
                                                      Notes: 
                                                      (1) EPS amounts are rounded to the nearest $0.01 and may not add to  the total. 
 
 
EPS Reconciliation - Reported to Adjusted 
Quarters ended Dec. 29, 2012 and Dec. 31, 2011 (in 
millions, except  per share data - unaudited) 
                                                                           Quarter ended Dec. 29, 2012                  Quarter ended Dec. 31, 2011 
                                                                                      Impact of                                      Impact of 
                                                                           As         Significant                       As           Significant 
                                                                           Reported   Items          Adjusted (1)       Reported     Items           Adjusted (1) 
Continuing operations: 
Income from continuing operations                                        $ 89         $ (28   )      $ 117              $ 2          $ (81   )       $ 83 
before income taxes 
Income tax expense (benefit)                                               31           (10   )        41                 (8     )     (35   )         27 
Income from continuing operations                                          58           (18   )        76                 10           (46   )         56 
Discontinued operations: 
Income from discontinued operations, net of tax                            7            4              3                  92           (30   )         122 
Gain on sale of discontinued                                               -            -              -                  368          368             - 
operations, net of tax 
Net income from discontinued operations                                    7            4              3                  460          338             122 
Net income                                                                 65           (14   )        79                 470          292             178 
Less: Income from noncontrolling 
interests, net of tax 
Discontinued operations                                                    -            -              -                  1            -               1 
Net income attributable to Hillshire Brands                              $ 65         $ (14   )      $ 79               $ 469        $ 292           $ 177 
Amounts attributable to Hillshire Brands: 
Net income from continuing operations                                    $ 58         $ (18   )      $ 76               $ 10         $ (46   )       $ 56 
Net income from discontinued operations                                    7            4              3                  459          338             121 
Earnings per share of common stock: 
Diluted 
Income from continuing operations                                        $ 0.47       $ (0.15 )      $ 0.62             $ 0.09       $ (0.39 )       $ 0.48 
Net income                                                               $ 0.53       $ (0.11 )      $ 0.64             $ 3.94       $ 2.45          $ 1.49 
Effective tax rate - continuing operations                                 34.4 %                      34.9 %             (420.1 )%                    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 
Six Months ended Dec. 29, 2012 and Dec. 31, 2011 (in 
millions,  except per share data - unaudited) 
                                                                           Six Months ended Dec. 29, 2012                  Six Months ended Dec. 31, 2011 
                                                                                      Impact of                                         Impact of 
                                                                           As         Significant                          As           Significant 
                                                                           Reported   Items          Adjusted (1)          Reported     Items           Adjusted (1) 
Continuing operations: 
Income from continuing operations                                        $ 164        $ (45   )      $ 209                 $ 4          $ (118  )       $ 122 
before income taxes 
Income tax expense (benefit)                                               57           (16   )        73                    (11    )     (46   )         35 
Income from continuing operations                                          107          (29   )        136                   15           (72   )         87 
Discontinued operations: 
Income from discontinued operations, net of tax                            9            4              5                     (223   )     (440  )         217 
Gain on sale of discontinued                                               2            2              -                     460          460             - 
operations, net of tax 
Net income from discontinued operations                                    11           6              5                     237          20              217 
Net income                                                                 118          (23   )        141                   252          (52   )         304 
Less: Income from noncontrolling 
interests, net of tax 
Discontinued operations                                                    -            -              -                     3            -               3 
Net income attributable to Hillshire Brands                              $ 118        $ (23   )      $ 141                 $ 249        $ (52   )       $ 301 
Amounts attributable to Hillshire Brands: 
Net income from continuing operations                                    $ 107        $ (29   )      $ 136                 $ 15         $ (72   )       $ 87 
Net income from discontinued operations                                    11           6              5                     234          20              214 
Earnings per share of common stock: 
Diluted 
Income from continuing operations                                        $ 0.87       $ (0.23 )      $ 1.10                $ 0.13       $ (0.61 )       $ 0.74 
Net income                                                               $ 0.96       $ (0.19 )      $ 1.15                $ 2.10       $ (0.44 )       $ 2.54 
Effective tax rate - continuing operations                                 34.8 %                      35.2 %                (277.4 )%                    28.8 % 
(1) Represents a non-GAAP financial measure. See detailed  explanation 
of these and other non-GAAP measures at end of this  release. 
 
 
Operating 
Income 
Reconciliation 
- Reported to 
Adjusted 
Quarters ended 
Dec. 29, 2012 
and Dec. 31, 
2011 (in 
millions, 
except 
per share 
data 
- unaudited) 
                  Quarter ended Dec. 29, 2012 
                             Impact of 
                  As         Significant 
                  Reported   Items          Dispositions   Adjusted (1) 
Net Sales         $ 1,060    $ -            $ -            $ 1,060 
Cost of Sales       728        1              -              727 
Gross Profit        332        (1  )          -              333 
MAP Expense         42         -              -              42 
SG&A (excluding     182        18             -              164 
MAP) 
Net charges         9          9              -              - 
for exit 
activities, 
asset and 
business 
dispositions 
Impairment          -          -              -              - 
charges 
Operating         $ 99       $ (28 )        $ -            $ 127 
income 
                  Quarter ended Dec. 31, 2011 
                             Impact of 
                  As         Significant 
                  Reported   Items          Dispositions   Adjusted (1) 
Net Sales         $ 1,053    $ -            $ 18           $ 1,035 
Cost of Sales       755        5              11             739 
Gross Profit        298        (5  )          7              296 
MAP Expense         30         -              1              29 
SG&A (excluding     196        27             3              166 
MAP) 
Net charges         45         45             -              - 
for exit 
activities, 
asset and 
business 
dispositions 
Impairment          4          4              -              - 
charges 
Operating         $ 23       $ (81 )        $ 3            $ 101 
income 
(1) Represents 
a non-GAAP 
financial 
measure. See 
detailed 
explanation 
of these and 
other 
non-GAAP 
measures 
at end of this 
release. 
 
 
Operating 
Income 
Reconciliation 
- Reported to 
Adjusted 
Six Months 
ended 
Dec. 29, 2012 
and Dec. 31, 
2011 (in 
millions, 
except 
per share 
data 
- unaudited) 
                  Six Months ended Dec. 29, 2012 
                             Impact of 
                  As         Significant 
                  Reported   Items          Dispositions   Adjusted (1) 
Net Sales         $ 2,034    $ -            $ -            $ 2,034 
Cost of Sales       1,408      4              -              1,404 
Gross Profit        626        (4   )         -              630 
MAP Expense         88         -              -              88 
SG&A (excluding     349        35             -              314 
MAP) 
Net charges         6          6              -              - 
for exit 
activities, 
asset and 
business 
dispositions 
Impairment          -          -              -              - 
charges 
Operating         $ 183      $ (45  )       $ -            $ 228 
income 
                  Six Months ended Dec. 31, 2011 
                             Impact of 
                  As         Significant 
                  Reported   Items          Dispositions   Adjusted (1) 
Net Sales         $ 2,040    $ -            $ 52           $ 1,988 
Cost of Sales       1,469      11             37             1,421 
Gross Profit        571        (11  )         15             567 
MAP Expense         77         -              1              76 
SG&A (excluding     367        27             7              333 
MAP) 
Net charges         66         66             -              - 
for exit 
activities, 
asset and 
business 
dispositions 
Impairment          14         14             -              - 
charges 
Operating         $ 47       $ (118 )       $ 7            $ 158 
income 
(1) Represents 
a non-GAAP 
financial 
measure. See 
detailed 
explanation 
of these and 
other 
non-GAAP 
measures 
at end of this 
release. 
 
 

Explanation of Non-GAAP Financial Measures

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

The Hillshire Brands CompanyMedia: Jon Harris, 1.312.614.8661Analysts: Melissa Napier, 1.312.614.8739

 
 
 
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