Attached files
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8-K - FORM 8-K - Hillshire Brands Co | d377100d8k.htm |
EX-3.1 - EX-3.1 - Hillshire Brands Co | d377100dex31.htm |
EX-3.2 - EX-3.2 - Hillshire Brands Co | d377100dex32.htm |
EX-99.1 - EX-99.1 - Hillshire Brands Co | d377100dex991.htm |
EXHIBIT 99.2
The Hillshire Brands Company
Introduction to the Unaudited Pro Forma Consolidated Financial Information
On June 28, 2012 (the distribution date), Sara Lee Corporation (Company), renamed The Hillshire Brands Company (Hillshire Brands), completed the previously disclosed separation of its international coffee and tea business from the Company (spin-off). Immediately prior to the separation, the Companys international coffee and tea business was held by the Companys wholly owned subsidiary, DE US, Inc. (CoffeeCo). The separation was accomplished by a series of transactions commencing with the Companys distribution of 100% of the outstanding shares of common stock of CoffeeCo after the close of business on June 28, 2012 to the Companys shareholders of record as of the close of business on June 14, 2012 (the record date). The following unaudited pro forma consolidated financial information of Hillshire Brands adjusts the historical financial information to give effect to the spin-off. The CoffeeCo financials include various designated items not historically included in the operating results of the Companys International Coffee and Tea business segment, but which were defined by the Master Separation Agreement as filed on a Form 8-K dated June 15, 2012.
The historical financial information for Hillshire Brands set forth below has been derived from the historical audited and unaudited consolidated financial statements of Sara Lee Corporation included in the Annual Report on Form 10-K for the year ended July 2, 2011, the Quarterly Report on Form 10Q for the quarter ended March 31, 2012 and the Current Report on Form 8-K dated December 14, 2011, which disclosed changes in the reported financial results for fiscal 2011 and 2010 to reflect certain businesses as discontinued operations. The unaudited pro forma balance sheet as of March 31, 2012 was prepared as if the disposition occurred on that date and the adjustments give effect to events that are directly attributable to the transaction, regardless if they have a continuing impact or are nonrecurring. The unaudited pro forma consolidated statements of income were prepared as if the disposition occurred on June 28, 2008. The pro forma adjustments for the fiscal year ended July 2, 2011 and the nine months ended March 31, 2012 give effect to actions taken in conjunction with the spin-off and have a continuing impact on the results of operations of Hillshire Brands. The pro forma adjustments include: the elimination of interest expense associated with the repayment of $970 million of long-term debt and $95 million of commercial paper which was funded through the issuance of $650 million of private placement debt that was transferred to CoffeeCo as well as the use of CoffeeCo cash and other cash sources; an adjustment to accrued interest and interest rate swap related balances associated with the repayment of debt; the elimination of non-recurring charges related to the spin-off; the release of deferred tax liabilities related to the repatriation of foreign earnings; various deferred tax asset adjustments associated with the acceleration of stock based compensation and unrealized foreign currency gains; and the impact on earnings per share of a 1-for-5 reverse stock split. The pro forma adjustments are based on factually supportable available information and certain assumptions that management believes are reasonable. Income statements for the three most recently completed fiscal years are presented as a result of CoffeeCo having not yet been reflected as discontinued operations in the companys historical information.
The pro forma statements do not purport to represent what the results of operations or financial position of Hillshire Brands would have been had the transaction occurred on the dates noted above, or to project the results of operations or the financial position of Hillshire Brands for any future periods. In the opinion of management, all adjustments necessary to present fairly the unaudited pro forma consolidated financial information have been made.
The unaudited pro forma consolidated financial statements should be read in conjunction with the historical financial statements of the Company included in its 2011 Annual Report on Form 10-K and its Quarterly Report on Form 10-Q for the quarter and nine months ended March 31, 2012.
In addition to the international coffee and tea business, the financial statements also report the following businesses as discontinued operations during all periods presented: the North American fresh bakery, foodservice beverage and refrigerated dough businesses and the international household and body care and European bakery businesses.
F - 1
The Hillshire Brands Company
Consolidated Statements of Income
(in millions, except per share dataunaudited)
Nine Months ended March 31, 2012 | ||||||||||||||||
As | Disposition of | Pro Forma | ||||||||||||||
Reported (a) | CoffeeCo (b) | Adjustments(c) | Pro Forma | |||||||||||||
Continuing operations |
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Net sales |
$ | 5,923 | $ | (2,845 | ) | $ | | $ | 3,078 | |||||||
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Cost of sales |
4,024 | (1,803 | ) | | 2,221 | |||||||||||
Selling, general and administrative expenses |
1,410 | (741 | ) | (51 | ) | 618 | ||||||||||
Net charges for exit activities, asset and business dispositions |
179 | (112 | ) | (66 | ) | 1 | ||||||||||
Impairment charges |
32 | (18 | ) | | 14 | |||||||||||
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Operating income |
278 | (171 | ) | 117 | 224 | |||||||||||
Interest expense |
88 | (21 | ) | (25 | ) | 42 | ||||||||||
Interest income |
(31 | ) | 27 | | (4 | ) | ||||||||||
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Income from continuing operations before income taxes |
221 | (177 | ) | 142 | 186 | |||||||||||
Income tax expense |
184 | (188 | ) | 41 | 37 | |||||||||||
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Income from continuing operations |
$ | 37 | $ | 11 | $ | 101 | $ | 149 | ||||||||
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Earnings per share of common stock (d): |
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Income from continuing operations: |
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Basic |
$ | 0.06 | $ | 1.26 | ||||||||||||
Average shares outstanding |
592 | 118 | ||||||||||||||
Diluted |
$ | 0.06 | $ | 1.25 | ||||||||||||
Average shares outstanding |
595 | 119 |
(a) | Amounts as originally reported by Sara Lee in its fiscal 2012 third quarter report filed on form 10-Q. Businesses previously reported as discontinued operations are excluded from these results. |
(b) | Represents the CoffeeCo results of operations for the period. |
(c) | Represents pro forma adjustments which include the following: |
| Elimination of non-recurring charges related to the spin-off, which includes professional fees, contract termination |
costs and severance charges to eliminate excess overhead costs
| Repayment of $470 million of debt with a weighted average interest rate of 5.6% |
| Repayment of $500 million of debt with a weighted average interest rate of 1.4% including interest rate swaps |
| Repayment of $95 million of commercial paper borrowings with a weighted average interest rate of 0.35% |
(d) | The company effectuated a 1-for-5 reverse stock split. The pro forma earnings per share and average shares outstanding have been revised to reflect the impact of the reverse stock split. |
The effective tax rate on the pro forma adjustments is less than the statutory rate due to the non-deductibility of certain spin-off related costs.
The statements of income do not include a pro forma adjustment to include the effect of a $40 million pretax loss on the extinguishment of debt referred to in footnote (c).
F - 2
The Hillshire Brands Company
Consolidated Statements of Income
(in millions, except per share dataunaudited)
Fiscal Year ended July 2, 2011 | ||||||||||||||||
As | Disposition of | Pro Forma | ||||||||||||||
Reported (a) | CoffeeCo (b) | Adjustments (c) | Pro Forma | |||||||||||||
Continuing operations |
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Net sales |
$ | 7,552 | $ | (3,533 | ) | $ | | $ | 4,019 | |||||||
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Cost of sales |
5,046 | (2,224 | ) | | 2,822 | |||||||||||
Selling, general and administrative expenses |
1,777 | (860 | ) | (31 | ) | 886 | ||||||||||
Net charges for exit activities, asset and business dispositions |
76 | (37 | ) | (28 | ) | 11 | ||||||||||
Impairment charges |
21 | (6 | ) | | 15 | |||||||||||
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Operating income |
632 | (406 | ) | 59 | 285 | |||||||||||
Interest expense |
117 | (25 | ) | (44 | ) | 48 | ||||||||||
Interest income |
(31 | ) | 26 | | (5 | ) | ||||||||||
Debt extinguishment costs |
55 | | | 55 | ||||||||||||
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Income from continuing operations before income taxes |
491 | (407 | ) | 103 | 187 | |||||||||||
Income tax expense |
140 | (110 | ) | 32 | 62 | |||||||||||
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Income from continuing operations |
$ | 351 | $ | (297 | ) | $ | 71 | $ | 125 | |||||||
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Earnings per share of common stock (d): |
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Income from continuing operations: |
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Basic |
$ | 0.56 | $ | 1.01 | ||||||||||||
Average shares outstanding |
621 | 124 | ||||||||||||||
Diluted |
$ | 0.56 | $ | 1.00 | ||||||||||||
Average shares outstanding |
625 | 125 |
(a) | Amounts as originally reported by Sara Lee in a Current Report filed on form 8-K dated December 14, 2011. Businesses previously reported as discontinued operations are excluded from these results. |
(b) | Represents the CoffeeCo results of operations for the period. |
(c) | Represents pro forma adjustments which include the following: |
| Elimination of non-recurring charges related to the spin-off, which includes professional fees, contract termination |
costs and severance charges to eliminate excess overhead costs
| Repayment of $470 million of debt with a weighted average interest rate of 5.6% |
| Repayment of $500 million of debt with a weighted average interest rate of 3.5% including interest rate swaps |
| Repayment of $95 million of commercial paper borrowings with a weighted average interest rate of 0.35% |
(d) | The company effectuated a 1-for-5 reverse stock split. The pro forma earnings per share and average shares outstanding have been revised to reflect the impact of the reverse stock split. |
The effective tax rate on the pro forma adjustments is less than the statutory rate due to the non-deductibility of certain spin-off related costs.
The statements of income do not include a pro forma adjustment to include the effect of a $40 million pretax loss on the extinguishment of debt referred to in footnote (c).
F - 3
The Hillshire Brands Company
Consolidated Statements of Income
(in millions, except per share dataunaudited)
Fiscal Year ended July 3, 2010 | ||||||||||||
As | Disposition of | |||||||||||
Reported (a) | CoffeeCo (b) | Pro Forma | ||||||||||
Continuing operations |
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Net sales |
$ | 7,177 | $ | (3,205 | ) | $ | 3,972 | |||||
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Cost of sales |
4,560 | (1,838 | ) | 2,722 | ||||||||
Selling, general and administrative expenses |
1,875 | (835 | ) | 1,040 | ||||||||
Net charges for exit activities, asset and business dispositions |
34 | (13 | ) | 21 | ||||||||
Impairment charges |
15 | | 15 | |||||||||
Contingent sale proceeds |
(133 | ) | 133 | | ||||||||
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Operating income |
826 | (652 | ) | 174 | ||||||||
Interest expense |
138 | (18 | ) | 120 | ||||||||
Interest income |
(23 | ) | 19 | (4 | ) | |||||||
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Income from continuing operations before income taxes |
711 | (653 | ) | 58 | ||||||||
Income tax expense |
122 | (188 | ) | (66 | ) | |||||||
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Income from continuing operations |
$ | 589 | $ | (465 | ) | $ | 124 | |||||
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Earnings per share of common stock (c ): |
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Income from continuing operations: |
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Basic |
$ | 0.86 | $ | 0.90 | ||||||||
Average shares outstanding |
688 | 138 | ||||||||||
Diluted |
$ | 0.85 | $ | 0.89 | ||||||||
Average shares outstanding |
691 | 138 |
(a) | Amounts reported by Sara Lee in a Current Report filed on form 8-K dated December 14, 2011, as adjusted for a change in |
discontinued operations. Businesses previously reported as discontinued operations are excluded from these results.
(b) | Represents the CoffeeCo results of operations for the period. |
(c) | The company effectuated a 1-for-5 reverse stock split. The pro forma earnings per share and average shares outstanding have been revised to reflect the impact of the reverse stock split. |
F - 4
The Hillshire Brands Company
Consolidated Statements of Income
(in millions, except per share dataunaudited)
Fiscal Year ended June 27, 2009 | ||||||||||||||||
As | Discontinued | Disposition of | ||||||||||||||
Reported (a) | Operations (c) | CoffeeCo (b) | Pro Forma | |||||||||||||
Continuing operations |
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Net sales |
$ | 8,366 | $ | (1,201 | ) | $ | (3,041 | ) | $ | 4,124 | ||||||
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Cost of sales |
5,614 | (827 | ) | (1,812 | ) | 2,975 | ||||||||||
Selling, general and administrative expenses |
2,072 | (303 | ) | (738 | ) | 1,031 | ||||||||||
Net charges for exit activities, asset and business dispositions |
98 | (36 | ) | (51 | ) | 11 | ||||||||||
Impairment charges |
314 | (314 | ) | | | |||||||||||
Contingent sale proceeds |
(150 | ) | | 150 | | |||||||||||
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Operating income |
418 | 279 | (590 | ) | 107 | |||||||||||
Interest expense |
161 | | (24 | ) | 137 | |||||||||||
Interest income |
(41 | ) | 1 | 36 | (4 | ) | ||||||||||
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Income (loss) from continuing operations before income taxes |
298 | 278 | (602 | ) | (26 | ) | ||||||||||
Income tax expense |
114 | 13 | (122 | ) | 5 | |||||||||||
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Income (loss) from continuing operations |
$ | 184 | $ | 265 | $ | (480 | ) | $ | (31 | ) | ||||||
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Earnings per share of common stock (d): |
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Income (loss) from continuing operations: |
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Basic |
$ | 0.26 | $ | (0.22 | ) | |||||||||||
Average shares outstanding |
701 | 140 | ||||||||||||||
Diluted |
$ | 0.26 | $ | (0.22 | ) | |||||||||||
Average shares outstanding |
703 | 140 |
(a) | Amounts as originally reported by Sara Lee in its fiscal 2011 annual report filed on form 10-K. |
(b) | Represents the CoffeeCo results of operations for the period. |
(c) | Represents the results of North America foodservice beverage and the European bakery businesses that were first reported as discontinued operations beginning in fiscal 2012. |
(d) | The company effectuated a 1-for-5 reverse stock split. The pro forma earnings per share and average shares outstanding have been revised to reflect the impact of the reverse stock split. |
F - 5
The Hillshire Brands Company
Condensed Consolidated Balance Sheet
(in millionsunaudited)
March 31, 2012 | ||||||||||||||||
As Reported (a) |
Disposition of CoffeeCo (b) |
Pro Forma Adjustments (c) |
Pro Forma | |||||||||||||
Assets |
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Cash and equivalents |
$ | 2,655 | $ | (2,554 | ) | $ | | $ | 101 | |||||||
Trade accounts receivable, less allowances |
734 | (488 | ) | | 246 | |||||||||||
Inventories |
907 | (613 | ) | | 294 | |||||||||||
Current deferred income taxes |
35 | (29 | ) | 91 | 97 | |||||||||||
Other current assets |
324 | (194 | ) | (9 | ) | 121 | ||||||||||
Assets held for sale |
5 | | | 5 | ||||||||||||
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Total current assets |
4,660 | (3,878 | ) | 82 | 864 | |||||||||||
Property, net of accumulated depreciation |
1,300 | (490 | ) | | 810 | |||||||||||
Trademarks and other identifiable intangibles |
400 | (263 | ) | | 137 | |||||||||||
Goodwill |
599 | (251 | ) | | 348 | |||||||||||
Deferred income taxes |
139 | (67 | ) | (64 | ) | 8 | ||||||||||
Pension asset |
427 | (423 | ) | | 4 | |||||||||||
Other noncurrent assets |
244 | (169 | ) | | 75 | |||||||||||
Noncurrent assets held for sale |
5 | | | 5 | ||||||||||||
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$ | 7,774 | $ | (5,541 | ) | $ | 18 | $ | 2,251 | ||||||||
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Liabilities and Equity |
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Notes payable |
$ | 187 | (92 | ) | (95 | ) | $ | | ||||||||
Accounts payable |
693 | (292 | ) | | 401 | |||||||||||
Income taxes payable and current deferred taxes |
615 | (36 | ) | (579 | ) | | ||||||||||
Other accrued liabilities |
1,061 | (612 | ) | (4 | ) | 445 | ||||||||||
Current maturities of long-term debt |
985 | (5 | ) | (975 | ) | 5 | ||||||||||
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Total current liabilities |
3,541 | (1,037 | ) | (1,653 | ) | 851 | ||||||||||
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Long-term debt |
954 | (18 | ) | | 936 | |||||||||||
Pension obligation |
225 | (85 | ) | | 140 | |||||||||||
Deferred income taxes |
211 | (211 | ) | | | |||||||||||
Other liabilities |
698 | (387 | ) | | 311 | |||||||||||
Common stockholders equity |
2,145 | (3,803 | ) | 1,671 | 13 | |||||||||||
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$ | 7,774 | $ | (5,541 | ) | $ | 18 | $ | 2,251 | ||||||||
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(a) | Amounts as originally reported by Sara Lee in its fiscal 2012 third quarter report filed on form 10-Q. |
(b) | Represents the net assets of CoffeeCo at March 31, 2012. |
(c) | Represents pro forma adjustments which include the following: |
| Repayment of $975 million of debt ($1,008 million including tender offer premium and make whole payments), which includes $5 million related to interest rate swaps net of a debt discount associated with this debt, as well as adjustments to accrued interest and interest rate swap related balances |
| Repayment of $95 million of commercial paper borrowings |
| Debt repayments funded with cash and the issuance of $650 million of private placement debt that was transferred to CoffeeCo |
| The release of deferred tax liabilities related to the repatriation of foreign earnings and various deferred tax asset adjustments associated with the acceleration of stock based compensation and unrealized foreign currency gains |
F - 6