UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended December 27, 2003
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 1-3344
Sara Lee Corporation
(Exact name of registrant as specified in its charter)
| Maryland | 36-2089049 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Three First National Plaza, Suite 4600, Chicago, Illinois 60602-4260
(Address of principal executive offices)
(Zip Code)
(312) 726-2600
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act)
Yes x No ¨
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨
On December 27, 2003, the Registrant had 791,179,990 outstanding shares of common stock $.01 par value, which is the Registrants only class of common stock.
This document contains 56 pages
SARA LEE CORPORATION AND SUBSIDIARIES
| PART I |
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| ITEM 1 |
FINANCIAL STATEMENTS |
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| 3 | ||||||
| Condensed Consolidated Balance Sheets - At December 27, 2003 and June 28, 2003 |
4 | |||||
| 5 | ||||||
| 6 | ||||||
| 7 | ||||||
| 8 | ||||||
| ITEM 2 |
MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION | 18 | ||||
| ITEM 4 |
46 | |||||
| PART II |
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| ITEM 6 |
47 | |||||
| 48 | ||||||
| EXHIBIT 12.1 |
Computation of Ratio of Earnings to Fixed Charges |
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| EXHIBIT 12.2 |
Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividend Requirements |
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| EXHIBIT 31.1 |
Certificate of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002 |
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| EXHIBIT 31.2 |
Certificate of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002 |
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| EXHIBIT 32.1 |
Certificate of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002 |
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| EXHIBIT 32.2 |
Certificate of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002 |
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2
PART I
SARA LEE CORPORATION AND SUBSIDIARIES
The consolidated financial statements for the thirteen and twenty-six weeks ended December 27, 2003 and December 28, 2002 and the balance sheet as of December 27, 2003 included herein have not been audited by independent public accountants, but in the opinion of Sara Lee Corporation (the corporation), all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at December 27, 2003 and the results of operations and the cash flows for the periods presented herein have been made. The Condensed Consolidated Balance Sheet as of June 28, 2003 and the Consolidated Statements of Common Stockholders Equity for the period June 29, 2002 to June 28, 2003 have been derived from the corporations audited financial statements included in our annual report on Form 10-K for the year ended June 28, 2003. The results of operations for the thirteen and twenty-six weeks ended December 27, 2003 are not necessarily indicative of the operating results to be expected for the full fiscal year.
The consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Although the corporation believes the disclosures made are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such regulations. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the corporations Form 10-K for the year ended June 28, 2003 and other financial information filed with the Securities and Exchange Commission.
3
SARA LEE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets at December 27, 2003 and June 28, 2003
(In millions)
| (Unaudited) December 27, |
June 28, 2003 |
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| ASSETS | |||||||
| Cash and equivalents |
$ | 591 | $ | 942 | |||
| Trade accounts receivable, less allowances |
2,095 | 1,928 | |||||
| Inventories: |
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| Finished goods |
1,805 | 1,810 | |||||
| Work in process |
400 | 405 | |||||
| Materials and supplies |
493 | 489 | |||||
| 2,698 | 2,704 | ||||||
| Other current assets |
396 | 378 | |||||
| Net assets held for sale |
1 | 1 | |||||
| Total current assets |
5,781 | 5,953 | |||||
| Other non-current assets |
242 | 284 | |||||
| Property, net |
3,342 | 3,350 | |||||
| Trademarks and other identifiable intangibles, net |
2,107 | 2,110 | |||||
| Goodwill |
3,436 | 3,387 | |||||
| $ | 14,908 | $ | 15,084 | ||||
| LIABILITIES AND STOCKHOLDERS EQUITY | |||||||
| Notes payable |
$ | 131 | $ | 75 | |||
| Accounts payable |
1,262 | 1,286 | |||||
| Accrued liabilities |
3,071 | 2,834 | |||||
| Current maturities of long-term debt |
1,064 | 1,004 | |||||
| Total current liabilities |
5,528 | 5,199 | |||||
| Long-term debt |
4,608 | 5,157 | |||||
| Deferred income taxes |
172 | 200 | |||||
| Pension obligation |
1,178 | 1,178 | |||||
| Other non-current liabilities |
1,041 | 901 | |||||
| Minority interests in subsidiaries |
60 | 358 | |||||
| ESOP convertible preferred stock |
| 221 | |||||
| Unearned deferred compensation |
| (182 | ) | ||||
| Common stockholders' equity |
2,321 | 2,052 | |||||
| $ | 14,908 | $ | 15,084 | ||||
See accompanying Notes to Consolidated Financial Statements.
4
SARA LEE CORPORATION AND SUBSIDIARIES
Consolidated Statements of Income
For the Thirteen and Twenty-Six Weeks Ended December 27, 2003 and December 28, 2002
(In millions, except per share data)
Unaudited
| Thirteen Weeks Ended |
Twenty-Six Weeks Ended |
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| December 27, 2003 |
December 28, 2002 |
December 27, 2003 |
December 28, 2002 |
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| Net sales |
$ | 5,017 | $ | 4,776 | $ | 9,683 | $ | 9,310 | ||||||||
| Cost of sales |
3,070 | 2,874 | 5,938 | 5,626 | ||||||||||||
| Selling, general and administrative expenses |
1,523 | 1,434 | 2,988 | 2,800 | ||||||||||||
| (Income from) charges for exit activities and business dispositions |
1 | (3 | ) | 5 | (12 | ) | ||||||||||
| Interest expense |
62 | 68 | 132 | 135 | ||||||||||||
| Interest income |
(19 | ) | (18 | ) | (40 | ) | (37 | ) | ||||||||
| 4,637 | 4,355 | 9,023 | 8,512 | |||||||||||||
| Income before income taxes |
380 | 421 | 660 | 798 | ||||||||||||
| Income taxes |
68 | 73 | 118 | 142 | ||||||||||||
| Net income |
312 | 348 | 542 | 656 | ||||||||||||
| Preferred stock dividends, net of tax |
| 2 | | 5 | ||||||||||||
| Income available for common stockholders |
$ | 312 | $ | 346 | $ | 542 | $ | 651 | ||||||||
| Net income per common share |
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| Basic |
$ | 0.39 | $ | 0.44 | $ | 0.69 | $ | 0.83 | ||||||||
| Diluted |
$ | 0.39 | $ | 0.42 | $ | 0.68 | $ | 0.80 | ||||||||
| Average shares outstanding |
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| Basic |
792 | 783 | 785 | 783 | ||||||||||||
| Diluted |
799 | 818 | 802 | 816 | ||||||||||||
| Cash dividends per common share |
$ | 0.1875 | $ | 0.155 | $ | 0.3750 | $ | 0.305 | ||||||||
See accompanying Notes to Consolidated Financial Statements.
5
SARA LEE CORPORATION AND SUBSIDIARIES
Consolidated Statements of Common Stockholders Equity
For the Period June 29, 2002 to December 27, 2003
(In millions, except per share data)
| TOTAL |
COMMON STOCK |
CAPITAL SURPLUS |
RETAINED EARNINGS |
UNEARNED STOCK |
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) |
COMPREHENSIVE INCOME |
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| Balances at June 29, 2002 |
$ | 1,742 | $ | 8 | $ | 59 | $ | 3,168 | $ | (23 | ) | $ | (1,470 | ) | |||||||||||||
| Net income |
656 | | | 656 | | | $ | 656 | |||||||||||||||||||
| Translation adjustments, net of tax |
83 | | | | | 83 | 83 | ||||||||||||||||||||
| Net unrealized gain on qualifying cash flow hedges, net of tax |
7 | | | | | 7 | 7 | ||||||||||||||||||||
| Comprehensive income |
$ | 746 | |||||||||||||||||||||||||
| Cash dividends - |
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| Common ($0.305 per share) |
(239 | ) | | | (239 | ) | | | |||||||||||||||||||
| ESOP convertible preferred ($2.72 per share) |
(8 | ) | | | (8 | ) | | | |||||||||||||||||||
| Stock issuances (cancelations) - |
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| Stock option and benefit plans |
72 | | 72 | | | | |||||||||||||||||||||
| Restricted stock |
10 | | 10 | | | | |||||||||||||||||||||
| Reacquired shares - repurchases |
(150 | ) | | (111 | ) | (39 | ) | | | ||||||||||||||||||
| ESOP tax benefit, redemptions and other |
13 | | 7 | 3 | 3 | | |||||||||||||||||||||