Hillshire Brands Co 10-K 2007
Documents found in this filing:
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2007
Commission file number 001-03344
Sara Lee Corporation
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (630) 598-6000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. x Yes ¨ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) 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. x Yes ¨ No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No
On August 4, 2007, the registrant had outstanding 724,527,126 shares of common stock, par value $.01 per share, which is the registrants only class of common stock.
The aggregate market value of the registrants common stock held by non-affiliates of the registrant on December 29, 2006, the last business day of the registrants most recently completed second fiscal quarter, was approximately $12.3 billion (based upon the closing price per share of the registrants common stock on the New York Stock Exchange on that date).
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrants Annual Report to Stockholders for the fiscal year ended June 30, 2007 are incorporated by reference into Parts I, II and IV of this Form 10-K, and are filed as Exhibit 13. Portions of the registrants Proxy Statement for its 2007 annual meeting of stockholders are incorporated by reference into Items 10-14 of Part III of this Form 10-K.
Table of Contents
Item 1. Business
Sara Lee Corporation (Sara Lee, we, our or the Company) is a global manufacturer and marketer of high-quality, brand-name products for consumers throughout the world. The Company was organized in Baltimore, Maryland in 1939 as the C.D. Kenny Company and adopted its current name in 1985. Sara Lees principal executive offices are located in Downers Grove, Illinois.
Recent Business Developments
In February 2005, Sara Lee began a comprehensive transformation plan designed to improve performance and better position the company for long-term growth. The transformation plan involved several components, including (i) transforming Sara Lees business portfolio by disposing of a number of businesses; (ii) reorganizing its business operations around distinct consumers, customers and geographic markets, so that Sara Lees operations are organized as six business segments: North American Retail Meats, North American Retail Bakery, Foodservice, International Beverage, International Bakery, and Household and Body Care; (iii) improving operational efficiency by utilizing continuous improvement methods and centralizing our procurement and information technology across the organization; and (iv) consolidating the headquarters of our North American businesses to one location in the Chicago area and the headquarters of our European businesses to a single location per country or region. In fiscal 2007, Sara Lee completed most of its one-time transformation initiatives, such as transforming its business portfolio.
The reorganization of our business operations into six business segments and the consolidation of the headquarters for our North American businesses were completed in fiscal 2007. In addition, Sara Lee completed the transformation of its business portfolio with the spin-off of Hanesbrands Inc. On September 5, 2006, Sara Lee spun off its Branded Apparel segment into an independent, publicly traded business named Hanesbrands Inc. Sara Lee completed the spin-off by distributing Hanesbrands common stock in a pro rata dividend to holders of Sara Lee common stock as of August 18, 2006. The dividend represented 100% of the common stock of Hanesbrands Inc. outstanding at the time of the spin-off. Sara Lees consolidated financial statements contained in Sara Lees 2007 Annual Report to Stockholders have been reclassified, for all periods presented, to report as discontinued operations the results of operations of Hanesbrands Inc. and all other businesses that were disposed of by Sara Lee.
Description of the Business
Sara Lees operations are organized around six business segmentsNorth American Retail Meats, North American Retail Bakery, Foodservice, International Beverage, International Bakery, and Household and Body Care. Results of operations for all periods presented are presented based upon this reporting structure.
North American Retail Meats
North American Retail Meats sells a variety of packaged meat products to retail customers in North America. Products include hot dogs and corn dogs, breakfast sausages and sandwiches, smoked and dinner sausages, premium deli and luncheon meats, bacon, and cooked and dry hams. North American Retail Meats significant brands include Hillshire Farm, Ball Park, Jimmy Dean, Sara Lee, Bryan, State Fair, Kahns and Bests Kosher in the U.S. and Kir, Zwan, Duby and DonFer in Mexico.
North American Retail Meats primarily sells its products in the U.S. and Mexico, and 89% of the segments fiscal 2007 sales were generated in U.S. dollars. Sales are made in the retail channel to supermarkets, warehouse clubs and national chains and generally are transacted through Sara Lees own sales force and outside brokers.
The primary raw materials for the segments products include pork, turkey, beef and chicken, which are purchased almost entirely from independent farmers and vendors. Sara Lee does not rely on any one vendor or small group of vendors for these raw materials, and prices fluctuate based on supply and demand in the marketplace.
The meats business is highly competitive, with an emphasis on product quality, innovation and price. New product innovations are a key component to success. The North American Retail Meats segment competes with other international, national, regional and local companies in each of the product groups.
North American Retail Meats business accounted for 21.4%, 22.1% and 21.4% of Sara Lees consolidated sales during fiscal years 2007, 2006 and 2005, respectively.
North American Retail Bakery
North American Retail Bakery sells a wide variety of fresh and frozen baked products and specialty items to retail customers in North America. Products include bread, buns, bagels, rolls, muffins, specialty bread, frozen pies, cakes, cheesecakes and other desserts. North American Retail Bakery sells its products under the brands Sara Lee, Earth Grains, Grants Farm, Colonial, Rainbo, Holsum, IronKids, Mothers, Sunbeam, Healthy Choice and Chef Pierre. Certain brands are used under licensing arrangements; however sales of products sold under licensing arrangements represent less than 7% of total North American Retail Bakery sales. The North American Retail Bakery segment also includes the results of the corporations Senseo retail coffee business in the U.S.
Substantially all of the North American Retail Bakerys sales are generated in the U.S. Sales are made in the retail channel to supermarkets, warehouse clubs and national chains, and generally are made through Sara Lees sales force and independent wholesalers. The North American Retail Bakery segment offers delivery directly to retail customer stores and warehouses through its direct-store-delivery system, which maintains approximately 4,400 delivery routes.
North American Retail Bakerys primary raw materials include wheat flour, sugar, corn syrup, butter, fruit, eggs and cooking oils, which are purchased from independent suppliers. Sara Lee does not rely on any one vendor or small group of vendors for these raw materials, and prices fluctuate based upon supply and demand in the marketplace, weather and government price supports.
The bakery business is highly competitive, with an emphasis on product quality, innovation and value. New product innovations drive growth in this segment. The North American Retail Bakery segment competes with other international, national, regional and local companies in each of the product groups.
North American Retail Bakerys business accounted for 16.3%, 16.3% and 16.0% of Sara Lees consolidated sales during fiscal years 2007, 2006 and 2005, respectively.
Foodservice sells a variety of meat, bakery and beverage products to foodservice customers in North America. Products include hot dogs and corn dogs, breakfast sausages and sandwiches, smoked and dinner sausages, premium deli and luncheon meats, bacon, meat snacks, cooked and dry hams, bread, buns, bagels, rolls, muffins, specialty bread, refrigerated dough, frozen pies, cakes, cheesecakes, roast, ground and liquid coffee, cappuccinos, lattes, teas, and a variety of sauces, dressings and condiments.
During fiscal 2007, virtually all of the segments sales were generated in the U.S. Sales are made in the foodservice channel to distributors, restaurants, hospitals and other large institutions. The Foodservice segment also offers direct delivery of beverage products to restaurants and warehouses through its direct-store-delivery system. Unit volumes in the Foodservice segment are generally a function of consumer eating patterns outside of the home.
The primary raw materials for Foodservices products include pork, turkey, beef, chicken, wheat flour, sugar, corn syrup, butter, fruit, eggs, cooking oils and green coffee beans, which are purchased from independent vendors and farmers. The Foodservice segment does not rely on any one vendor or small group of vendors for these raw materials, and prices fluctuate based upon supply and demand in the marketplace, weather and government price supports.
The Foodservice segment competes with other international, national, regional and local companies in each of its product categories.
Foodservices business accounted for 17.9%, 19.0% and 18.8% of Sara Lees consolidated sales during fiscal years 2007, 2006 and 2005, respectively.
International Beverage sells coffee and tea products in Europe, Brazil, Australia and Asia. In Europe, some of the more prominent brands are Douwe Egberts, Senseo, Maison du Café, Marcilla, Merrild and Pickwick. In South America, significant brands include Café do Ponto, Café Caboclo, União and Café Pilão.
In fiscal 2007, 82% of the segments sales were generated in Western and Central Europe, 12% in Brazil and 4% in Australia. Sales are made in both the retail channel to supermarkets, warehouse clubs and national chains, and in the foodservice channel to distributors. The International Beverage segment also offers direct delivery to restaurants and warehouses through its direct delivery system.
The beverage business is highly competitive, with an emphasis on quality and value, and the International Beverage segment competes with other international and regional companies. Consumer preferences as to the blend or flavor and convenience of their purchases continue to change, with differing preferences around the world.
The most significant cost item in the production of coffee products is the price of green coffee beans, which are purchased from farmers and coffee bean vendors in various countries around the world. The price of green coffee fluctuates based upon supply and demand, weather, the political climate in the producing nations, unilateral pricing policies of various nations and speculation in the commodities markets.
Sara Lees International Beverage business accounted for 21.3%, 20.2% and 20.1% of Sara Lees consolidated revenues during fiscal years 2007, 2006 and 2005, respectively.
International Bakery sells a variety of bakery and dough products to retail and foodservice customers in Europe and Australia. Products include a variety of bread, buns, rolls, specialty bread, refrigerated dough, frozen desserts and ice cream. The major brands under which International Bakery sells its products include Bimbo, CroustiPate, Ortiz, BonGateaux and Sara Lee.
During fiscal 2007, 86% of the segments sales were generated in Western Europe, while the remaining sales were generated in Australia. Sales are made in the retail channel to supermarkets, warehouse clubs and national chains and in the foodservice channel to distributors and other institutions. Sales generally are made through Sara Lees sales force and independent wholesalers. The International Bakery segment offers delivery directly to retail customer stores and warehouses through its direct store delivery system.
International Bakerys primary raw materials include wheat flour, sugar, corn syrup, butter, fruit, eggs, milk and cooking oils, which are purchased from independent suppliers. The International Bakery segment does not rely on any one vendor or small group of vendors for these raw materials, and prices fluctuate based upon supply and demand in the marketplace, weather and government price supports.
The bakery business is highly competitive, with an emphasis on product quality, innovation and value. New product innovations drive growth in this segment. The International Bakery segment competes with other international, national, regional and local companies in each of the product groups.
The International Bakerys business accounted for 6.5%, 6.5% and 6.8% of Sara Lees consolidated revenues during fiscal years 2007, 2006 and 2005, respectively.
Household and Body Care
Household and Body Care sells products in four primary categories: body care, air care, shoe care and insecticides. Body care consists of soaps, shampoos, bath and shower products, deodorants, shaving creams and toothpastes, which are sold primarily in Europe under brands such as Sanex, Duschdas, Radox, Monsavon and Prodent. Air care provides air fresheners under the Ambi Pur brand in Europe and certain Asian countries. Shoe care includes polishes, cleaners and wax under the Kiwi and Meltonian brands in many countries around the world. Insecticides are sold primarily in Europe and Asia under brands such as Vapona, Catch, GoodKnight, Bloom and Ridsect.
In fiscal 2007, 69% of the segments sales were generated in Western and Central Europe, 21% in the Asia Pacific region and 5% in the U.S. The remaining portion of the segments sales was generated primarily in Africa.
The Household and Body Care business is highly competitive, with an emphasis on innovation, quality and value. Sara Lee competes with other international and regional companies.
Sara Lees Household and Body Care segment accounted for 16.6%, 15.9% and 16.9% of Sara Lees consolidated revenues during fiscal years 2007, 2006 and 2005, respectively.
Sara Lee considers major mass retailers and supermarket chains in both the United States and Europe to be significant customers across one or more business segments, and it has developed specific approaches to working with these individual customers. During fiscal 2007, Wal-Mart Stores Inc. was Sara Lees largest customer. Net sales to Wal-Mart Stores Inc. were $1.29 billion, or 10.5% of Sara Lees fiscal 2007 net sales. Of this amount, $796 million of net sales were made by the North American Retail Meat business and $351 million of net sales were made by the North American Retail Bakery business. Although no other single customer accounts for 10% or more of Sara Lees consolidated revenues, the loss of one of our major mass retailer or supermarket chain customers could have a material adverse effect on one or more of our business segments.
Sara Lee is the owner of approximately 28,000 active trademark registrations and applications in countries around the world and believes that, as it continues to build brands globally, its trademarks are among its most valuable assets. Although the laws vary by jurisdiction, trademarks generally are valid as long as they are in use and/or their registrations are properly maintained and have not been found to have become generic. Trademark registrations generally can be renewed indefinitely as long as the trademarks are in use. Sara Lee believes that its core brands are covered by trademark registrations in most countries of the world in which Sara Lee does business, and Sara Lee has an active program designed to ensure that its marks and other intellectual property rights are registered, renewed, protected and maintained. Some of Sara Lees products are sold under brands that have been licensed from third parties. Sara Lee also owns a number of valuable patents; however, it does not regard any segment of its business as being dependent upon any single patent or group of related patents. In addition, Sara Lee owns numerous copyrights, both registered and unregistered, and proprietary trade secrets, technology, know-how processes and other intellectual property rights that are not registered.
Generally, seasonal changes in demand for certain Sara Lee products are offset by Sara Lees diverse product offerings. Seasonality in the North American Retail Meats segment is balanced by the diverse offering of products that tends to offset seasonal changes in demand. For example, sales of hot dogs and lunchmeat increase during the summer months, and ham and breakfast sausage sales increase during the winter holiday periods. Seasonality in the North American Retail Bakery and International Bakery segments also is balanced by the diverse offering of products that tends to offset the seasonal changes in demand. For example, sales of buns increase in the warm summer months, and sales of specialty cakes and pies increase for the winter holiday season. Seasonality in the Foodservice segment is balanced by a diverse offering of products to meet the consumers seasonal eating patterns. Sales of beverage products are higher in the second quarter due to higher consumer consumption in the winter months. The Household and Body Care segment experiences higher sales in the second half of the fiscal year, as sales of both body care products and insecticides increase in anticipation of the warmer summer months.
In total during fiscal 2007, 23.5% of Sara Lees consolidated net sales from continuing operations were recognized in the first quarter, 25.9% in the second quarter, 24.5% in the third quarter and 26.1% in the fourth quarter.
Sara Lees North American Retail Meats, North American Retail Bakery and Foodservice operations, food products and packaging materials are subject to regulations administered by the U.S. Department of Agriculture and the Food and Drug Administration. Among other things, these agencies enforce statutory prohibitions against misbranded and adulterated foods; establish safety standards for food processing; establish standards for ingredients and manufacturing procedures for certain foods; establish standards for identifying certain foods; determine the safety of food additives; and establish labeling standards and nutrition labeling requirements for food products. In addition, various states regulate these businesses by enforcing federal and state standards of identity for selected food products, grading food products, inspecting plants and imposing their own labeling requirements on food products.
Sara Lee buys livestock, meat and poultry products and processed food ingredients from numerous sources based on factors such as price, quality and availability. Many of these products and processed food ingredients are subject to governmental agricultural programs. These programs have substantial effects on prices and supplies and are subject to U.S. Congressional and administrative review.
The food industry is highly regulated on a worldwide basis, and Sara Lees food operations outside of the U.S. are subject to local and national regulations that are similar in nature to those applicable to our U.S. businesses. In some cases, Sara Lees food products are subject to international regulatory provisions, such as those of the European Union relating to labeling, packaging, food content, pricing, marketing and advertising and other areas.
Sara Lees operations, like those of similar businesses, also are subject to various federal, state, and local environmental laws and regulations including the Clean Water Act, Clean Air Act, Solid Waste Disposal Act (as amended by the Resource Conservation and Recovery Act), Comprehensive Environmental Response, Compensation and Liability Act, Emergency Planning Community Right-to-Know Act, Safe Drinking Water Act, Toxic Substances Control Act, and the Federal Insecticide, Fungicide, and Rodenticide Act, and related state and local laws and regulations (collectively Environmental Laws). These Environmental Laws require permits for the discharge of pollutants into the air or water; impose limitations on the discharge of pollutants into the air or water; require the installation of pollution control equipment; establish standards for the treatment, storage, transportation, and disposal of solid and hazardous wastes; impose obligations to investigate and remediate contamination in certain circumstances; govern underground storage tanks; require reporting of certain information to the public; and impose other requirements intended to protect public health and the environment.
While Sara Lee expects to make capital and other expenditures in compliance with Environmental Laws, it does not anticipate that such compliance will have a material adverse effect on its consolidated results of operations, financial position or cash flows. Sara Lee has an ongoing program to monitor compliance with Environmental Laws.
At the end of fiscal year 2007, Sara Lee employed approximately 52,400 employees worldwide.
Executive Officers of Sara Lee
Set forth below is certain information with respect to the current executive officers of Sara Lee. There are no family relationships between any of the executive officers listed below.
Brenda C. Barnes, Age 53. Chairman and Chief Executive Officer of Sara Lee Corporation since October 2005, President and Chief Executive Officer from February 2005 to October 2005, and President and Chief Operating Officer from July 2004 to February 2005. She has served as a director of Sara Lee since July 2004. Ms. Barnes served as the Interim President of Starwood Hotels and Resorts (hotel chain) from November 1999 to March 2000, and President and Chief Executive Officer of PepsiCola North America (soft drink manufacturer) from 1996 until 1998. Prior to that she held various positions with several divisions of PepsiCo, Inc. (food and beverage manufacturer) from 1976 to 1996. Ms. Barnes is a member of the Board of Directors of The New York Times Company. Ms. Barnes also served as an adjunct professor at the Kellogg Graduate School of Business and at North Central College in 2002. She also serves on the Board of Trustees of Augustana College and is a member of the Steering Committee of the Kellogg Center for Executive Women.
Stephen J. Cerrone, Age 48. Executive Vice President, Human Resources of Sara Lee Corporation since January 2007. Prior to joining Sara Lee, Mr. Cerrone served as Executive Vice President, Human Resources of JPMorganChase Corporation (financial services) from 2004 to 2007, and Executive Vice President, Human Resources of BankOne Corporation from 2003 until it merged with JPMorganChase in 2004. Prior to that, he was employed by Burger King Corporation (restaurant chain) from 1989 to 2004, most recently serving as its Executive Vice President, Worldwide Human Resources from 1999 to 2003, and as Vice President, Human Resources, Burger King Europe/Middle East/Africa from 1997 to 1999.
Christopher J. (CJ) Fraleigh, Age 43. Executive Vice President of Sara Lee Corporation since January 2007 and Chief Executive Officer of Sara Lee Food & Beverage since January 2005; Senior Vice President of Sara Lee from January 2005 to January 2007. Prior to joining Sara Lee, Mr. Fraleigh was employed by General Motors Corporation (automobile manufacturer) as general manager of its GMC-Buick-Pontiac division during 2004 and as Executive Director of Advertising and Corporate Marketing from 2001 to 2004. Mr. Fraleigh also served as Vice President, Colas for PepsiCo, Inc. from 1999 to 2001.
B. Thomas Hansson, Age 47. Senior Vice President, Strategy and Corporate Development of Sara Lee Corporation since January 2007. Prior to joining Sara Lee, Mr. Hansson was employed by Booz Allen Hamilton (consulting firm) from 1987 to January 2007. Mr. Hansson was elected a partner of Booz Allen Hamilton in 1995 and he was based in London from 1995 to 1997 and in Los Angeles from 1997 until he joined Sara Lee.
Vincent H.A.M. Janssen, Age 54. Chief Executive Officer of Sara Lee Internationals Household and Body Care division since 2003 and Senior Vice President of Sara Lee Corporation since January 2004. He also is a member of the Sara Lee International Board of Management. Mr. Janssen joined Sara Lee in 1992 as Director of Marketing and Sales for Douwe Egberts, the Netherlands. Since that time, he has held positions of increasing responsibility, including president of Douwe Egberts, the Netherlands, and Regional Vice President of Coffee and Tea with responsibility for all coffee and tea activities in the Netherlands, the U.K., Australia and Poland as well as the worldwide out-of-home coffee systems business.
L.M. (Theo) de Kool, Age 54. Executive Vice President and Chief Financial and Administrative Officer of Sara Lee since February 2005; Executive Vice President and Chief Financial Officer of Sara Lee from January 2002 to February 2005. Mr. de Kool began his career with Sara Lee in 1990, serving as Vice President of Finance for the Household and Personal Care division of Sara Lee/DE N.V., a Dutch subsidiary of Sara Lee, from 1990 to 1993. From 1993 to 1995, he served as Chief Financial Officer of the Blokker retail chain. Mr. de Kool rejoined Sara Lee/DE in 1995 as its Chief Financial Officer and as a member of its Board of Management. Mr. de Kool was named a Vice President of Sara Lee in 1996 and a Senior Vice President of Sara Lee in 2001. Mr. de Kool also serves as a member of the Supervisory Board of Royal Wessanen nv, a multinational food corporation based in the Netherlands.
James W. Nolan, Age 51. Executive Vice President of Sara Lee Corporation since January 2007 and Chief Executive Officer of Sara Lee Foodservice since February 2005; Senior Vice President of Sara Lee from February 2005 to January 2007. Mr. Nolan served as Executive Vice President, U.S. Operations of PepsiAmericas, Inc. (beverage manufacturer), from 2002 to February 2005, and served as PepsiAmericas Senior Vice PresidentWest Group from 2001 to 2002. Mr. Nolan was employed by PepsiCo, Inc. (food and beverage manufacturer) and served as Senior Vice President, Sales and Market Development from 1998 to 2001 and as Chief Customer Officer/Senior Vice President National Sales from 1994 to 1998.
Adriaan Nühn, Age 54. Executive Vice President of Sara Lee since March 2003. Mr. Nühn joined Sara Lee International in 1990 and has held various positions of increasing responsibility, most recently as Chief Executive Officer of Sara Lee International from July 2003 to July 2007. In connection with the restructuring of Sara Lee International, Mr. Nühn transitioned out of his position as Chief Executive Officer of that business, but will remain employed with Sara Lee until December 31, 2007. Mr. Nühn was elected a Vice President of Sara Lee, Chief Executive Officer of Sara Lees Household and Body Care division and a member of the Board of Management of Sara Lee International in 1995, elected a Senior Vice President of Sara Lee in 1996 and appointed President of Sara Lees worldwide Coffee and Tea division in 1999.
Frank van Oers, Age 48. Chief Executive Officer of Sara Lee Internationals Coffee & Tea division since July 2006 and Senior Vice President of Sara Lee Corporation since August 2006. From April 2005 through July 2006, Mr. van Oers served as Chief Financial Officer and a member of the Board of Management of Sara Lee International, and from September 2003 to April 2005, he served as Regional Vice President and President of Douwe Egberts Coffee Systems International. Mr. van Oers joined Sara Lee in 1996 and has served in various positions of increasing responsibility, including as President of Douwe Egberts Coffee Systems Netherlands B.V. from 2000 to 2003, General Manager of Operations for Douwe Egberts Netherlands from 1999 to 2000, and Vice President of Finance, Administration and Information Technology of Douwe Egberts Netherlands from 1996 to 1999. Before joining Sara Lee, van Oers held various positions with Chicopee B.V., a subsidiary of Johnson & Johnson, and was an auditor with Coopers & Lybrand and Deloitte Haskins & Sells.
Roderick A. Palmore, Age 55. Executive Vice President, General Counsel and Secretary of Sara Lee since April 2004, Senior Vice President, General Counsel and Secretary of Sara Lee since 1999 and Deputy General Counsel and Vice President of Sara Lee from 1996 to 1999. Prior to joining Sara Lee, Mr. Palmore was a partner of Sonnenschein, Nath & Rosenthal (law firm) in Chicago from 1993 to 1996 and a partner of Wildman, Harrold, Allen & Dixon (law firm) in Chicago from 1986 to 1993.
Information Available on Sara Lees Web Site
This Annual Report on Form 10-K and Sara Lees Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, any amendments to those reports, and other documents filed with or furnished to the Securities and Exchange Commission (SEC) are available on Sara Lees Web site (www.saralee.com, under Investor RelationsFinancial/SEC Information) as soon as reasonably practicable after such documents are electronically filed with or furnished to the SEC. These documents also are made available to read and copy at
the SECs Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information about the Public Reference Room by contacting the SEC at 1-800-SEC-0330. Reports filed with the SEC are also made available on its Web site at www.sec.gov.
The following documents also are available on Sara Lees Web site, www.saralee.com, under the captions indicated:
A copy of Sara Lees Corporate Governance Guidelines, Global Business Standards or the charter of Sara Lees Audit, Compensation and Employee Benefits, or Corporate Governance and Nominating Committees will be sent to any stockholder without charge upon written request addressed to Sara Lee Corporation, Attn: Investor Relations Department, at 3500 Lacey Road, Downers Grove, Illinois, 60515-5424 or by calling (630) 598-8100.
Throughout this Annual Report and as permitted by the SEC, Sara Lee incorporates by reference certain information from parts of other documents filed or to be filed with the SEC, including Sara Lees 2007 Annual Report to Stockholders and Sara Lees Proxy Statement. Readers of this Annual Report on Form 10-K are encouraged to read the information referenced in such other documents. Portions of Sara Lees 2007 Annual Report to Stockholders are filed as Exhibit 13 to this Form 10-K, and full copies of Sara Lees 2007 Annual Report to Stockholders and Proxy Statement will be available, on or about September 14, 2007, on Sara Lees Web site, www.saralee.com, under Investor RelationsFinancial/SEC Information.
Financial Information About Industry Segments
For financial reporting purposes, Sara Lees businesses are divided into six business segments: North American Retail Meats, North American Retail Bakery, Foodservice, International Beverage, International Bakery, and Household and Body Care. Financial information about Sara Lees business segments is incorporated herein by reference to Note 24, Business Segment Information, to the Consolidated Financial Statements contained in Sara Lees 2007 Annual Report to Stockholders.
Financial Information About Foreign and Domestic Operations and Export Sales
Sara Lees foreign operations are conducted primarily through wholly or partially owned subsidiaries incorporated outside the United States. Sara Lees principal foreign subsidiary is Sara Lee International, B.V., a Netherlands limited liability company headquartered in Utrecht, the Netherlands (Sara Lee International). Sara Lee International has responsibility for managing the International Beverage, International Bakery and worldwide Household and Body Care divisions of Sara Lee. Household and Body Cares operations are conducted by subsidiaries in over 40 countries. The financial information about Sara Lees foreign and domestic operations in Note 25, Geographic Area Information, to the Consolidated Financial Statements contained in the Companys 2007 Annual Report to Stockholders is incorporated herein by reference. Financial information about the impact on Sara Lee of foreign exchange rates appearing under the heading Financial Review of the Companys 2007 Annual Report to Stockholders is incorporated herein by reference.
Item 1A. Risk Factors
This Annual Report on Form 10-K, including the information incorporated herein by reference, contains certain forward-looking statements including the anticipated costs and benefits of restructuring actions, Sara Lees access to credit markets and the corporations credit ratings, the funding of pension plans, potential payments under guarantees and amounts due under future contractual obligations and commitments. In addition, from time to time, in oral statements and written reports, the corporation discusses its expectations regarding the corporations future performance by making forward-looking statements preceded by terms such as expects, projects, anticipates or believes. These forward-looking statements are based on currently available competitive, financial and economic data, as well as managements views and assumptions regarding future events, and are inherently uncertain. Readers should recognize that actual results may differ from those expressed or implied in the forward-looking statements. The risk factors described below could have a material impact on Sara Lees business.
Our inability to achieve targeted cost reductions or realize anticipated benefits from the conversion to a common IT system could adversely affect our results of operations and financial condition.
Our future success and earnings growth depends in part on our ability to be efficient in the manufacture and distribution of our products in highly competitive markets. In order to improve operational efficiency, we have launched a number of continuous improvement initiatives and have invested significant amounts to implement a common information technology system across the organization. Our failure to generate significant cost savings and margin improvement through our continuous improvement initiatives could adversely affect our profitability and weaken our competitive position. If the transition to our common information technology system is disruptive to our business or if the system does not perform as we anticipate, we could experience transaction errors, processing inefficiencies, and the loss of sales and customers, which could cause our business and results of operations to suffer.
Our profitability may suffer as a result of competition in our markets.
The branded food industry is intensely competitive. To maintain and increase our existing market in this highly competitive environment, we may need to increase expenditures for promotions and advertising and introduce new products. Due to inherent risks in the marketplace associated with advertising and new product introductions, including uncertainties about trade and consumer acceptance, increased expenditures may not prove successful in maintaining or increasing our market share and could result in lower sales and profits. In addition, we may incur increased credit and other business risks as a result of competing for customers in a highly competitive retail environment.
Our consumer products also are subject to significant price competition. From time to time, we may need to reduce the prices for some of our products to respond to competitive and customer pressures and to maintain market share. Such pressures also may restrict our ability to increase prices in response to raw material and other cost increases. Any reduction in prices as a result of competitive pressures, or any failure to increase prices when raw material costs increase, would harm profit margins and, if our sales volumes fail to grow sufficiently to offset any reduction in margins, our results of operations will suffer.
Commodity price increases would increase operating costs and may reduce profits.
We use many different types of commodities and inputs in our various businesses, including beef, pork, coffee, wheat, cotton, corn, corn syrup, soybean and corn oils, butter and sugar. The commodities we use may experience price volatility due to factors beyond our control, such as commodity market fluctuations, the quality and availability of supply, weather, currency fluctuations, trade agreements among producing and consuming nations, consumer demand and changes in governmental agricultural programs. Commodity price increases directly impact our business by increasing the costs of raw material used to make our products and the costs of
inputs to manufacture, package and ship our products. In the past few years, the prices of commodities and other inputs have increased significantly. We use commodity financial instruments to hedge some commodity prices, but not at significant levels. If, as a result of consumer sensitivity to pricing or otherwise, we are not able to increase our product prices to significantly offset increased raw material costs, or if unit volume sales are significantly reduced due to price increases, it could have a negative impact on our profitability.
We must leverage our brand value propositions to remain competitive and maintain profitability during economic downturns.
In many product categories, we compete not only with other widely advertised branded products, but also with private label products that generally are sold at lower prices. Consumers willingness to purchase our products will depend upon our ability to offer brand value propositionsselling products that consumers perceive as higher value at economical prices. This depends on maintaining consumer perception that our products are of a higher quality and provide higher value than less expensive alternatives. If the difference in quality between our brands and private label products narrows, or if there is a perception of such a narrowing, consumers may choose not to buy our products at prices that are profitable for us. Furthermore, in periods of economic uncertainty, consumers tend to purchase more private label or other economy brands, which could result in a reduction in the volume of sales of our higher margin products, or a shift in our product mix to lower margin offerings.
We own a significant amount of intangible assets and goodwill, and we may be required to take additional write downs in connection with impairment of some of these intangible assets or goodwill.
As of June 30, 2007, Sara Lee had $1.04 billion of intangible assets, including trademarks, customer relationships, software and certain contractual relationships, and $2.72 billion of goodwill, which together comprise 31% of our total assets. Of the intangible assets, 92% have a finite life and are amortized over a weighted average life of 20 years and 8% have an indefinite life and are not amortized. Intangible assets with a finite life are tested for recoverability whenever events or changes in circumstances indicate that their carrying value may not be recoverable. Such events include adverse changes in the business climate, current period operating or cash flow losses, forecasted continuing losses or a current expectation that an asset group will be disposed of before the end of its useful life. An impairment review of goodwill and intangible assets with indefinite lives that are not subject to amortization is conducted at least once a year, and also if events or changes in circumstances indicate that the carrying value of the goodwill or intangible assets may not be recoverable. As part of our annual impairment review in fiscal 2007, we also concluded that it was reasonably likely (i.e., more than remote but less than probable) that certain other reporting units may become impaired in future periods. These reporting units include a bakery operation in Europe with $454 million of goodwill, a meat business in Mexico with $23 million of goodwill and a beverage business in Poland with $70 million of goodwill. Although management does not believe that impairment is probable, if the performance of these reporting units and brands does not continue to improve, a future impairment could result for a portion or all of this goodwill. Future events, including declines in operating or cash flows, adverse changes in the business climate or changes in the expectation that an asset group will be disposed of prior to the end of its useful life, may require us to recognize increased levels of future intangible amortization, or incur charges to recognize the impairment of certain other assets.
If our food products become adulterated or misbranded, we might need to recall those items and may experience product liability claims if consumers are injured.
Most of our products are sold for human consumption or personal use, which involves a number of legal risks. We may need to recall some of our products if they become adulterated or misbranded. We also may be subject to liability if our products or operations violate applicable laws or regulations or in the event our products cause injury, illness or death. A widespread product recall could result in adverse publicity, damage to our reputation, and a loss of consumer confidence in our products, which could have a material adverse effect on our
business results and the value of our brands. We also could be the target of claims that our advertising is false or deceptive under U.S. federal and state laws as well as foreign laws, including consumer protection statutes of some states. Even if a product liability or consumer fraud claim is unsuccessful or is without merit, the negative publicity surrounding such assertions regarding our products could adversely affect our reputation and brand image.
Our pension costs could substantially increase as a result of volatility in the equity markets or interest rates, or as a result of how the terms of two plans are interpreted.
As of the latest measurement date in March 2007, the projected benefit obligation of Sara Lees defined benefit pension plans was $4.93 billion and total assets in such plans were $4.35 billion. The difference between plan obligations and assets, or the funded status of the plans, is a significant factor in determining the net periodic benefit costs of our pension plans and the ongoing funding requirements of those plans. Changes in interest rates and the market value of plan assets can impact the funded status of these plans and cause volatility in the net periodic benefit cost and future funding requirements of these plans. In addition, in April 2006 we signed an agreement with the trustees of the Sara Lee U.K. Pension Plan in which we agreed to fully fund certain U.K. pension obligations by 2015. Under the terms of this agreement, Sara Lee will increase annual pension funding of the U.K. plans to 32 million British pounds through 2015; however, the annual payments may be increased 20% if Sara Lee ceases to maintain specified credit ratings. After 2015, Sara Lee has agreed to keep the U.K. plan fully funded in accordance with local funding standards. The exact amount of cash contributions made to pension plans in any year is dependent upon a number of factors, including minimum funding requirements in the jurisdictions in which the company operates, the tax deductibility of amounts funded and arrangements made with the trustees of certain foreign plans. A significant increase in our pension funding requirements could have a negative impact on our results of operations.
In addition, Sara Lee is a participating employer in several pension plans for the benefit of certain Food and Beverage employees. In fiscal 2007, the Pension Benefit Guaranty Corporation determined that one of these plans, the American Bakers Association Retirement Plan, is a multi-employer plan rather than an aggregate of single-employer pension plans. If this determination ultimately is upheld, Sara Lee could be required to contribute toward the total underfunding in the Plan, rather than just fund benefits for Sara Lee employee-participants. With respect to a second plan, Sara Lees status in a multi-employer pension plan is under review to determine whether Sara Lees restructuring of a plant triggered partial withdrawal liability with respect to the pension plan. See Note 16, Contingent Liabilities, to the Consolidated Financial Statements contained in Sara Lees 2007 Annual Report to Stockholders for more information regarding these two matters. Sara Lee is vigorously defending its rights in both situations; however, an unfavorable outcome with respect to one or both plans could have a negative impact on our results of operations.
The global nature of our business creates volatility in our effective tax rate.
As a global business, Sara Lees tax rate from period to period can be affected by many factors, including changes in tax legislation, our global mix of earnings, the tax characteristics of our income, acquisitions and dispositions, and the portion of the income of foreign subsidiaries that we expect to remit to the U.S. We have disposed of several significant businesses in the past two years, which could increase our ongoing tax rate. In particular, the spin-off of our Branded Apparel Americas/Asia business on September 5, 2006 could increase the effective tax rate of Sara Lees remaining business. Our branded apparel business historically has had a lower effective tax rate than the remainder of our businesses and generated a significant amount of operating cash flow. The elimination of this cash flow has required us, and will continue to require us, to remit a greater portion of foreign earnings to the U.S. than we have historically, which has resulted in higher levels of tax expense and cash taxes paid.
Changes in our relationships with our major customers, or in the trade terms required by such customers, may reduce sales and profits.
Because of the competitive environment facing retailers, many of our customers have increasingly sought to obtain pricing concessions or better trade terms. This trend has become more pronounced with increasing retailer consolidation and the rise in hard discounters in Europe. To the extent we provide concessions or better trade terms, our margins are reduced. Further, if we are unable to maintain terms that are acceptable to our major trade customers, such as Wal-Mart Stores Inc., our largest customer, or our customers determine that less inventory is necessary to service consumers, these customers could reduce purchases of our products and increase purchases of products from our competitors, which would harm our sales and profitability.
Various food safety issues may negatively impact the consumption of meat products by our customers and may lead to increased governmental regulation.
Food safety issues have received increased media attention over the past few years. Several prominent issues in the United States and Europe have been concerns relating to mad cow disease, foot-and-mouth disease and the avian flu. Any future outbreak of livestock disease in the United States may result in adverse publicity and a loss of customer confidence in the protein products affected by the particular disease. A reduction in consumption of such protein sources in the United States or Europe would have a negative impact on the profitability of our North American meats business. Outbreaks of livestock disease may also result in import and export restrictions.
New or more stringent governmental regulations could adversely affect our business.
Food production and marketing are highly regulated by a variety of federal, state, local and foreign agencies. Changes in laws or regulations that impose additional regulatory requirements on us, such as recent requirements regarding the labeling of trans-fat content, could increase our cost of doing business or restrict our actions, causing our results of operations to be adversely affected. In addition, food safety practices and procedures in the meat processing industry recently have been subject to more intense scrutiny and oversight and future outbreaks of diseases among cattle, poultry or pigs could lead to further governmental regulation. Increased governmental regulation resulting in changes in industry practices could increase our costs and reduce our margins.
We are subject to risks associated with our international operations, which could negatively affect our sales to customers in foreign countries as well as our operations and assets in such countries.
In fiscal 2007, we generated approximately 71% of our operating segment income outside of the United States. In addition, 61% of our total assets are located outside of the United States and we use non-U.S. third-party suppliers for inventory and distribution services. As a result, Sara Lee is subject to numerous risks and uncertainties relating to international sales and operations, including:
The occurrence of any of these events in the markets where Sara Lee operates or in other developing markets could jeopardize or limit Sara Lees ability to transact business in those markets and could adversely affect our revenues and operating results.
Changes in our credit ratings may have a negative impact on our financing costs in future periods.
Sara Lee has numerous credit facilities available which management considers sufficient to satisfy our operating requirements. Our current short-term credit rating allows us to participate in a commercial paper market that has a large number of potential investors and a high degree of liquidity. A downgrade in our credit ratings, particularly our short-term credit rating, would likely reduce the amount of commercial paper we could issue, raise our commercial paper borrowing costs, or both.
Resolution of tax disputes may impact our earnings and cash flow.
Significant judgment is required in determining our effective tax rate and in evaluating our tax positions. We establish accruals for certain tax contingencies when, despite the belief that our tax return positions are fully supported, we believe that certain positions will be challenged and that our positions may not be fully sustained. The tax contingency accruals are adjusted in light of changing facts and circumstances, such as the progress of tax audits, case law and emerging legislation. Our effective tax rate includes the impact of tax contingency accruals and changes to the accruals, including related interest and penalties, as considered appropriate by management. When particular matters arise, a number of years may elapse before such matters are audited and finally resolved. Favorable resolution of such matters could be recognized as a reduction to our effective tax rate in the year of resolution. Unfavorable resolution of any particular issue could increase the effective tax rate and may require the use of cash in the year of resolution.
Environmental matters create potential liability risks.
We must comply with various environmental laws and regulations in the jurisdictions in which we operate, including those relating to air emissions, water discharges, the handling and disposal of solid and hazardous wastes and the remediation of contamination associated with the use and disposal of hazardous substances. We have incurred, and will continue to incur, capital and operating expenditures and other costs in complying with environmental laws and regulations and in providing physical security for our worldwide operations. We are currently involved in or have potential liability with respect to the remediation of past contamination in the operation of some of our presently and formerly owned and leased facilities. In addition, some of our present and former facilities have been or had been in operation for many years, and over that time, some of these facilities may have used substances or generated and disposed of wastes that are or may be considered hazardous. It is possible that those sites, as well as disposal sites owned by third parties to which we have sent waste, may in the future be identified and become the subject of remediation. It is possible that we could become subject to additional environmental liabilities in the future that could result in an adverse effect on our results of operations or financial condition.
Failure to maximize or to successfully assert our intellectual property rights could impact our competitiveness.
We rely on trademark, trade secret, patent and copyright laws to protect our intellectual property rights. We cannot be sure that these intellectual property rights will be maximized or that they can be successfully asserted. There is a risk that we will not be able to obtain and perfect our own, or, where appropriate, license intellectual property rights necessary to support new product introductions. We cannot be sure that these rights, if obtained, will not be invalidated, circumvented or challenged in the future. In addition, even if such rights are obtained in
the United States, the laws of some of the other countries in which our products are or may be sold do not protect our intellectual property rights to the same extent as the laws of the United States. Our failure to perfect or successfully assert our intellectual property rights could make us less competitive and could have an adverse effect on our business, operating results and financial condition.
Failure of tobacco to remain a legal product in certain European nations would result in a loss of certain contingent sale proceeds.
We sold our European cut tobacco business in fiscal 1999. Under the terms of that agreement, we will receive an annual cash payment of 95 million euros if tobacco continues to be a legal product in the Netherlands, Germany and Belgium through 2010. If tobacco ceases to be a legal product prior to that date in any or all of these countries, future cash payments associated with the sale agreement will be reduced or eliminated in their entirety.
Item 2. Properties
Sara Lees corporate and North American headquarters are located in approximately 625,000 square feet of leased facilities in and around Chicago, Illinois. In addition, Sara Lee operates more than 300 food processing and consumer product manufacturing plants, warehouses and distribution facilities that each contains more than 20,000 square feet in building area. Sara Lee or its subsidiaries own most of these facilities, and the majority of the leased facilities are subject to lease terms of less than 10 years. Management believes that Sara Lees facilities are maintained in good condition and are generally suitable and of sufficient capacity to support Sara Lees current business operations and that the loss of any single facility would not have a material adverse effect on the operations or financial results of Sara Lee or any of its lines of business.
The following table identifies the locations of Sara Lee facilities (owned or leased) containing more than 20,000 square feet in building area by line of business.
Item 3. Legal Proceedings
As described in Sara Lees annual report on Form 10-K for the fiscal year ended July 1, 2006, John Gallo, a purported Sara Lee stockholder, filed a putative class action lawsuit in the United States District Court for the Northern District of Illinois, Eastern Division, on May 13, 2003. Subsequently, seven other putative class action lawsuits were filed in the United States District Court for the Northern District of Illinois, Eastern Division. The complaints name Sara Lee, C. Steven McMillan, former Chairman, President and Chief Executive Officer of Sara Lee, and Lambertus M. de Kool, Executive Vice President and Chief Financial and Administrative Officer of Sara Lee, as defendants. Each of the foregoing actions were consolidated in a single proceeding captioned In re Sara Lee Securities Litigation on July 18, 2003. Judge Charles R. Norgle appointed co-lead plaintiffs and class counsel, who filed their consolidated amended complaint on January 20, 2004. The complaint alleges a class period from August 1, 2002 to April 24, 2003, and asserts that the defendants misstated or omitted material adverse facts regarding Sara Lees business, operations, management, and financial statements, and the value of Sara Lees common stock, which allegedly enabled Sara Lee to complete securities offerings, enabled the individual defendants to increase their bonus compensation, and caused the class to purchase the stock at artificially inflated prices. The plaintiffs seek relief under Sections 10(b) and 20(a) of the United States Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.
On October 19, 2005, defendants filed a motion for judgment on the pleadings based on the plaintiffs failure to adequately plead loss causation. The motion was fully briefed at the end of November 2005. On July 10, 2006, the motion was granted and the case has been dismissed. The Court found that plaintiffs failed to allege and prove that defendants misrepresentations and other fraudulent conduct proximately caused plaintiffs economic losses. On July 24, 2006, plaintiffs moved for relief from final judgment and for leave to amend the consolidated amended complaint under Federal Rules 15(a), 59(e), and 60(b). Sara Lee believes that the allegations stated in the proposed amended consolidated amended complaint remain without merit. Briefing on plaintiffs motion was completed on October 13, 2006, and the Company is awaiting the Courts ruling. The Company intends to continue to defend the action vigorously.
Also as described in Sara Lees annual report on Form 10-K for the fiscal year ended July 2, 2005, two purported Sara Lee stockholders filed individual and derivative actions in the Circuit Court of Cook County, Illinois against Sara Lee and its Board of Directors purporting to seek recovery for Sara Lee and its shareholders for purported breaches of fiduciary duty relating to the allegations asserted in the federal securities litigation described above. Each complaint seeks damages in an unspecified amount allegedly sustained by the purported breaches of fiduciary duties, loyalty and due care, and attorneys fees and expenses, punitive damages and interest. These purported derivative actions have been consolidated. The Company believes that plaintiffs allegations are without merit and intends to continue to defend this action vigorously.
In addition, Sara Lee is a participating employer in the American Bakers Association Retirement Plan (the ABA Plan). In 1979, the Pension Benefit Guaranty Corporation (the PBGC) determined that the ABA Plan was an aggregate of single-employer pension plans, rather than a multiple-employer pension plan for purposes of Title IV of ERISA. Under the express terms of the ABA Plans governing documents, Sara Lees contributions can only be used to pay for benefits of its own employee-participants. In May 2006, the Company filed suit against the ABA Plan and its Trustees in the United States District Court for the District of Columbia, alleging that the ABA Plans terms had been violated by allowing other participating employers to maintain negative trust balances (thus using Sara Lees and other participating employers assets to pay the benefits of other employers employee-participants). The suit is styled: Sara Lee Corporation, et al. v. ABA Plan, et al.; Case No. 06-CV-0819-HHK. Sara Lee is one of the primary employer-participants in the ABA Plan. Currently, it is our belief that other employer participants have an underfunding liability to the ABA Plan of approximately $60 million. It is uncertain whether such employer participants with negative balances will be able to fund their liabilities.
On August 8, 2006, the PBGC published its determination on the status of the ABA Plan, and rescinded its 1979 determination, in which it found the ABA Plan to be an aggregate of single-employer plans. Sara Lee
amended its initial complaint to add a cause of action against the PBGC challenging the legality of the PBGCs 2006 determination. The PBGCs position, if upheld, will inure to its financial benefit by allowing the PBGC to avoid assuming a substantial portion of the ABA Plans underfunding such underfunding under the PBGCs 2006 determination may now be shared by remaining ABA Plan employer-participants with positive balances, which includes Sara Lee.
The PBGC moved for summary judgment on Sara Lees claim. Argument on the PBGCs motion has been heard and we await a decision by the District of Columbia Court. Until a ruling is issued, no discovery or other briefing is likely to occur. Sara Lee believes that the PBGCs 2006 determination is without merit and will continue to vigorously defend the position that Sara Lee is responsible only for the obligations related to its current and former employees who participate in the ABA Plan.
Sara Lee is a party to various other pending legal proceedings and claims. Some of the proceedings and claims against Sara Lee are for alleged environmental contamination and arise under the federal Comprehensive Environmental Response, Compensation and Liability Act (CERCLA or Superfund). CERCLA imposes liability, regardless of fault, on certain classes of parties that are considered to be responsible for contamination at a site. Although any one party can be held responsible for all the costs of investigation and cleanup, those costs are usually allocated among parties based on a variety of factors, such as the amount of waste each contributed to the site.
Although the outcome of the pending legal proceedings, including Superfund claims, cannot be determined with certainty, Sara Lee believes that the final outcomes should not have a material adverse effect on Sara Lees consolidated results of operations, financial position or cash flows.
Item 5. Market for Sara Lees Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Sara Lees common stock is traded on the exchanges listed on the cover page of this Annual Report on Form 10-K. The principal market in the United States for the common stock is the New York Stock Exchange (NYSE). As of August 4, 2007, Sara Lee had approximately 75,150 holders of record of its common stock. Information regarding market prices on the NYSE and cash dividends paid on Sara Lees common stock during the past two fiscal years in Note 26, Quarterly Financial Data (Unaudited), to the Consolidated Financial Statements contained in Sara Lees 2007 Annual Report to Stockholders is incorporated herein by reference.
For information regarding securities authorized for issuance under Sara Lees equity compensation plans, see Item 12.
Issuer Purchases of Equity Securities
The following table outlines Sara Lees purchases of shares of its common stock during the fourth quarter of fiscal 2007.
Item 6. Selected Financial Data
Financial information for Sara Lee for the five fiscal years ended June 30, 2007 that appears under the heading Financial Summary in Sara Lees 2007 Annual Report to Stockholders is incorporated herein by reference. Such information should be read in conjunction with the Consolidated Financial Statements and related Notes to Financial Statements, and the Financial Review, contained in Sara Lees 2007 Annual Report to Stockholders.
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
The information appearing under the heading Financial Review in Sara Lees 2007 Annual Report to Stockholders is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The information in the subsection entitled Risk Management under the heading Financial Review in Sara Lees 2007 Annual Report to Stockholders is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
The Consolidated Financial Statements and related Notes to Financial Statements of Sara Lee contained in Sara Lees 2007 Annual Report to Stockholders and the Report of Independent Registered Public Accounting Firm are incorporated herein by reference.
Item 9A. Controls and Procedures
(a) Disclosure Controls
Sara Lees Chief Executive Officer and Chief Financial Officer, with assistance from other members of management, evaluated the effectiveness of Sara Lees disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Annual Report on Form 10-K (the Evaluation Date). Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that as of the Evaluation Date, the Companys disclosure controls and procedures were effective.
(b) Internal Control over Financial Reporting
Managements report on Sara Lees internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), and the related Report of Independent Registered Public Accounting Firm, are contained in Sara Lees 2007 Annual Report to Stockholders under the headings Managements Report on Internal Control Over Financial Reporting and Report of Independent Registered Public Accounting Firm, respectively, and are incorporated herein by reference.
(c) Changes in Internal Control over Financial Reporting
During the Companys fiscal quarter ended June 30, 2007, except as described below, there were no changes in the Companys internal control over financial reporting that materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.
During the fourth quarter of fiscal 2007, the Company utilized external third party resources to augment its internal control over financial reporting with respect to the accounting for income taxes. The Company plans to continue to use these external resources during fiscal 2008 until such time as the Company completes its review of the design of its control procedures in this area to identify process improvements and technology solutions.
Also during the fourth quarter of fiscal 2007, the Company continued to prepare to implement SAP software as a common platform on a global basis. As appropriate, the Company is modifying the design and documentation of its internal control processes and procedures to reflect these changes and to supplement and complement existing internal control over financial reporting.
Item 10. Directors, Executive Officers, and Corporate Governance
The following information is incorporated herein by reference to Sara Lees Proxy Statement under the headings indicated: information with respect to Sara Lees directors, under the heading Election of Directors; information regarding Sara Lees audit committee and its designation of an audit committee financial expert, under the heading Meetings and Committees of the BoardAudit Committee; and information regarding compliance with Section 16(a) of the Securities Exchange Act, under Section 16(a) Beneficial Ownership Reporting Compliance. Information with respect to Sara Lees executive officers is contained at the end of Part I of this Annual Report under the caption Executive Officers of Sara Lee.
Code of Ethics
Sara Lees Global Business Standards, its written corporate code of business conduct and ethics, embodies Sara Lees long-standing history of requiring adherence to high standards of ethical conduct and business practices. The Global Business Standards are available on Sara Lees Web site at www.saralee.com under About Sara Lee-Global Business Practices. All of Sara Lees officers, directors and employees, including its Chief Executive Officer, Chief Financial Officer and principal accounting officer, are required to comply with the Global Business Standards. If the Global Business Standards are amended, or if Sara Lee grants a waiver from a provision of the Global Business Standards to a Sara Lee executive officer or director, Sara Lee promptly will post such information on its Web site in accordance with SEC rules.
Item 11. Executive Compensation
The information set forth in the Proxy Statement under the headings Director Compensation and Executive Compensation is incorporated herein by reference; provided, however, that the Report of the Compensation and Employee Benefits Committee will not be deemed to be filed with the SEC.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information set forth in the Proxy Statement under the heading Sara Lee Stock Ownership by Certain Beneficial Owners is incorporated herein by reference. Security ownership by management as contained in the Proxy Statement under the heading Sara Lee Stock Ownership by Directors and Executive Officers is incorporated herein by reference.
Equity Compensation Plan Information Table
The following table provides information as of June 30, 2007 regarding the number of shares of Sara Lee common stock that may be issued under Sara Lees equity compensation plans. On September 5, 2006, Sara Lee spun off its branded apparel business into an independent publicly traded company named Hanesbrands Inc. In connection with the spin-off, Sara Lees Compensation and Employee Benefits Committee adjusted the number of shares and the exercise price, if applicable, of all outstanding options, performance stock units and restricted stock units so that the economic value of each outstanding award after the spin-off was equivalent to the economic value of that award before the spin-off. The same adjustment was made to the number of shares available under each existing plan and any share limits contained in the plans. The adjustments were made in accordance with the terms of the relevant equity plan. The number of shares and the exercise price of options, performance stock units and restricted stock units reported in the table, and the share numbers in the narrative related to the table, reflect these adjustments.
Sara Lee has obtained stockholder approval of all of its significant equity compensation plans. Set forth below is a brief description of the material features of each Sara Lee equity compensation plan that was adopted without the approval of Sara Lees stockholders and that was in effect as of June 30, 2007.
Employee Option & Share Plan for Employees in the Netherlands (the Netherlands Plan)
The terms of the Netherlands Plan were designed to conform to generally accepted criteria for broad-based employee stock plans in the Netherlands, including the legal, tax and accounting regulations of the Netherlands. Under the Plan, Sara Lee employees who have been employed in the Netherlands for at least 12 months may purchase immediately vested, five-year options to acquire shares of Sara Lee common stock. The purchase price of each option is equal to 7.5% of the aggregate exercise price of the option, which equals the value of the option for Netherlands tax purposes. The exercise price of each option granted under the Netherlands Plan equals 100% of the fair market value of Sara Lee common stock on the date of grant. An option may be exercised at any time during the five years following the grant date. The Plan specifies a minimum and a maximum number of options that a participant may purchase in any year.
The Netherlands Plan authorizes the issuance of up to 5.8 million shares of common stock and, as of June 30, 2007, approximately 4.9 million shares remained available for future awards.
Executive Deferred Compensation Plan
Sara Lees Executive Deferred Compensation Plan permits officers of Sara Lee to defer salary, bonus and long-term incentive payments into either an interest bearing or stock equivalent account. Deferrals in the stock equivalent account are valued as if each deferral were invested in Sara Lee common stock as of the deferral date, and are paid out only in shares of Sara Lee common stock, on a one-for-one basis, at future dates specified by the participant. Deferrals in the interest account accrue interest at a rate set at the beginning of each plan year based on the current cost to Sara Lee of issuing five-year maturity debt. Stock equivalent units do not have voting rights, but are credited with dividend equivalents. The dividend equivalents are paid when shares are issued to the participant. As of June 30, 2007, there were 321,644 stock equivalents outstanding in the stock equivalent accounts under this Plan.
U.K. Savings Incentive Plan (the U.K. SIP)
The U.K. SIP, which was approved by the Board of Directors in June 2002, provides Sara Lee employees located in the United Kingdom the opportunity to purchase Sara Lee common stock on a pre-tax basis through payroll deductions. Under the U.K. SIP, there are four three-month offering periods during each calendar year, beginning on the first Monday (or next succeeding business day, if Monday is a holiday) of each February, May, August and November. For each offering period, participating employees purchase shares of Sara Lee common
stock at a price equal to the lower of the fair market value of Sara Lee common stock on the first day of the offering period or the fair market value of Sara Lee common stock on the last day of the offering period. The fair market value is equal to the average of the highest and lowest quoted selling price per share of Sara Lee common stock on the New York Stock Exchange. For each six shares purchased by a participant, Sara Lee will make a matching contribution of one share to the participants account. So long as shares are held in a U.K. SIP account, dividends paid on such shares will be used by the trustee to purchase additional shares of common stock for the participants accounts. Participants may sell or transfer shares purchased in the U.K. SIP at any time; however, matching shares contributed by Sara Lee cannot be sold or transferred for three years.
The U.K. SIP authorizes the issuance of up to 1,742,400 shares of common stock and, as of the end of fiscal year 2007, 1,650,500 shares remain to be issued under the plan. The shares purchased by participants under the U.K. SIP come from authorized but unissued shares of Sara Lee common stock. The U.K. SIP is administered by the Compensation and Employee Benefits Committee of Sara Lees Board of Directors, which may delegate its responsibilities to Sara Lees Senior Vice President of Human Resources. In the event of a change of control (as defined in the Plan) of Sara Lee, the trustee of the Plan may vote or exchange Sara Lee shares held in the Plan for the acquisition consideration, on the same terms as other Sara Lee stockholders.
Share 2000 Global Stock Plan
The Share 2000 Global Stock Plan (the Share 2000 Plan) is a broad-based plan adopted in 1997 to enable Sara Lee to make a special stock option grant to its non-officer employees world-wide. On August 28, 1997 (after giving affect to the December 1998 stock-split), Sara Lee granted an option to purchase no more than 200 shares of common stock each, at an exercise price of $20.53 per share, under the Share 2000 Plan to approximately 60,000 Sara Lee employees. The exercise price of the options equaled the average of the high and low sales price of a share of Sara Lee common stock on the New York Stock Exchange on the date of grant. The options generally vested over three years after the date of grant. No additional options may be granted under the Share 2000 Plan and, on August 28, 2007, almost all of the outstanding options granted under the Share 2000 Plan expired.
Share 2003 Global Stock Plan
The Share 2003 Global Stock Plan (the Share 2003 Plan) is a broad-based plan that was adopted in 2000 to enable Sara Lee to make a special stock option grant to managerial level Sara Lee employees resident in various countries, excluding the United States. On April 27, 2000, Sara Lee granted an option to purchase 116 shares of common stock, at an exercise price of $15.47 per share, under the Share 2003 Plan to approximately 15,000 Sara Lee employees. The exercise price of the options equaled the average high and low sales prices of a share of Sara Lee common stock on the New York Stock Exchange on the date of grant per share. The options generally vest over three years after the date of grant and expire on April 27, 2010. As of June 30, 2007, no additional options may be granted under the Share 2003 Plan and 164,669 shares remain reserved for issuance upon exercise of outstanding options.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information set forth in the Proxy Statement under the headings Corporate GovernanceDirector Independence and Corporate GovernanceReview of Transactions with Related Persons is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
The information set forth in the Proxy Statement under the headings Audit Fees and Audit Committee Pre-Approval Policies and Procedures is incorporated herein by reference.
Item 15. Exhibits and Financial Statement Schedules
The following Consolidated Financial Statements and related Notes, together with the Reports of Independent Registered Public Accounting Firm with respect thereto, which are contained in Sara Lees 2007 Annual Report to Stockholders are incorporated herein:
Report of Independent Registered Public Accounting Firm
Consolidated Statements of IncomeYears ended July 2, 2005, July 1, 2006 and June 30, 2007
Consolidated Balance SheetsJuly 1, 2006 and June 30, 2007
Consolidated Statements of Common Stockholders EquityFor the period July 3, 2004 to June 30, 2007
Consolidated Statements of Cash FlowsYears ended July 2, 2005, July 1, 2006 and June 30, 2007
Notes to Financial Statements
The following Financial Statement Schedule, together with the Report of Independent Registered Public Accounting Firm with respect thereto, appears elsewhere in this Report and is incorporated herein by reference.
Report of Independent Registered Public Accounting Firm on Financial Statement Schedule
Schedule IIValuation and Qualifying Accounts
A list of exhibits to this Report is set forth in the Exhibit Index appearing elsewhere in this Report and is incorporated herein by reference.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Sara Lee Corporation has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
August 29, 2007
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of Sara Lee Corporation and in the capacities indicated on August 29, 2007.
Sara Lee, by signing this Report, agrees to furnish the Securities and Exchange Commission, upon its request, a copy of any instrument which defines the rights of holders of long-term debt of Sara Lee and all of its subsidiaries for which consolidated or unconsolidated financial statements are required to be filed, and which authorizes a total amount of securities not in excess of 10% of the total assets of Sara Lee and its subsidiaries on a consolidated basis.
Report of Independent Registered Public Accounting Firm on
Financial Statement Schedule
To the Board of Directors and Stockholders of
Sara Lee Corporation
Our audits of the consolidated financial statements and of the effectiveness of internal control over financial reporting referred to in our report dated August 27, 2007 appearing in the 2007 Annual Report to Stockholders of Sara Lee Corporation (which report, consolidated financial statements and assessment are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedule listed in Item 15(a)(2) of this Form 10-K. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
/s/ PricewaterhouseCoopers LLP
August 27, 2007
Sara Lee Corporation and Subsidiaries
VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended July 2, 2005, July 1, 2006 and June 30, 2007