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Hillshire Brands Co 10-Q 2009

Documents found in this filing:

  1. 10-Q
  2. Ex-10.1
  3. Ex-31.1
  4. Ex-31.2
  5. Ex-32.1
  6. Ex-32.2
  7. Ex-32.2
Form 10-Q
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 27, 2008

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-3344

 

 

Sara Lee Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   36-2089049

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

3500 Lacey Road, Downers Grove, Illinois 60515

(Address of principal executive offices)

(Zip Code)

(630) 598-6000

(Registrant’s telephone number, including area code)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x    No¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “accelerated filer, large accelerated filer, smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

On December 27, 2008, the Registrant had 695,543,690 outstanding shares of common stock $.01 par value, which is the Registrant’s only class of common stock.

 

 

 


Table of Contents

SARA LEE CORPORATION AND SUBSIDIARIES

INDEX

 

PART I –

ITEM 1 –    FINANCIAL STATEMENTS (Unaudited)   
   Condensed Consolidated Balance Sheets - At December 27, 2008 and June 28, 2008    3
   Consolidated Statements of Income - For the Quarters and Six Months ended December 27, 2008 and December 29, 2007    4
   Condensed Consolidated Statements of Common Stockholders’ Equity - For the period June 30, 2007 to December 27, 2008    5
   Consolidated Statements of Cash Flows - For the Six Months ended December 27, 2008 and December 29, 2007    6
   Notes to Consolidated Financial Statements    7
ITEM 2 –    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS    22
ITEM 4 –    CONTROLS AND PROCEDURES    48

PART II –

ITEM 1 –    LEGAL PROCEEDINGS    49
ITEM 1A –    RISK FACTORS    49
ITEM 2(c) –    REPURCHASES OF EQUITY SECURITES BY THE ISSUER    49
ITEM 5 –    OTHER ITEMS    50
ITEM 6 –    EXHIBITS    50
SIGNATURE    51


Table of Contents

SARA LEE CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets at December 27, 2008 and June 28, 2008

(Unaudited)

 

In millions

   December 27,
2008
   June 28,
2008

Assets

     

Cash and equivalents

   $ 562    $ 1,284

Trade accounts receivable, less allowances

     1,413      1,491

Inventories

     

Finished goods

     711      775

Work in process

     36      43

Materials and supplies

     424      402
             
     1,171      1,220

Current deferred income taxes

     208      111

Other current assets

     330      361
             

Total current assets

     3,684      4,467

Property, net of accumulated depreciation of $2,870 and $2,925, respectively

     2,323      2,519

Trademarks and other identifiable intangibles, net

     929      1,021

Goodwill

     1,982      2,223

Deferred income taxes

     181      295

Other non-current assets

     212      233

Assets held for sale

     44      72
             
   $ 9,355    $ 10,830
             

Liabilities and Stockholders’ Equity

     

Notes payable

   $ 253    $ 280

Accounts payable

     954      1,258

Income taxes payable and current deferred taxes

     7      16

Other accrued liabilities

     1,727      1,702

Current maturities of long-term debt

     204      568

Liabilities held for sale

     —        17
             

Total current liabilities

     3,145      3,841
             

Long-term debt

     2,355      2,340

Pension obligation

     331      405

Deferred income taxes

     193      177

Other liabilities

     1,018      1,237

Minority interests in subsidiaries

     19      19

Common stockholders’ equity

     2,294      2,811
             
   $ 9,355    $ 10,830
             

See accompanying Notes to Consolidated Financial Statements.

 

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SARA LEE CORPORATION AND SUBSIDIARIES

Consolidated Statements of Income

For the Quarters and Six Months ended December 27, 2008 and December 29, 2007

(Unaudited)

 

     Quarter Ended     Six Months Ended  

In millions, except per share data

   Dec. 27,
2008
    Dec. 29,
2007
    Dec. 27,
2008
    Dec. 29,
2007
 

Net sales

   $ 3,340     $ 3,408     $ 6,689     $ 6,462  
                                

Cost of sales

     2,143       2,116       4,252       4,013  

Selling, general and administrative expenses

     1,017       1,054       2,058       2,044  

Net charges for exit activities, asset and business dispositions

     40       7       36       11  

Impairment charge

     107       —         107       —    

Contingent sale proceeds

     —         —         (150 )     (130 )

Interest expense

     41       48       87       101  

Interest income

     (6 )     (21 )     (27 )     (46 )
                                
     3,342       3,204       6,363       5,993  
                                

Income (loss) before income taxes

     (2 )     204       326       469  

Income tax expense

     15       22       113       87  
                                

Net income (loss)

   $ (17 )   $ 182     $ 213     $ 382  
                                

Net income (loss) per share of common stock

        

Basic

   $ (0.02 )   $ 0.25     $ 0.30     $ 0.53  
                                

Diluted

   $ (0.02 )   $ 0.25     $ 0.30     $ 0.53  
                                

Average shares outstanding

        

Basic

     703       720       705       722  
                                

Diluted

     703       722       706       724  
                                

Cash dividends declared per share of common stock

   $ 0.11     $ 0.105     $ 0.11     $ 0.105  
                                

See accompanying Notes to Consolidated Financial Statements.

 

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SARA LEE CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Common Stockholders’ Equity

For the Period June 30, 2007 to December 27, 2008

(Unaudited)

 

In millions

   Total     Common
Stock
   Capital
Surplus
    Retained
Earnings
    Unearned
Stock
    Accumulated
Other
Comprehensive
Income (Loss)
    Comprehensive
Income (Loss)
 

Balances at June 30, 2007

   $ 2,543     $ 7    $ —       $ 3,413     $ (123 )   $ (754 )  

Net loss

     (79 )     —        —         (79 )     —         —       $ (79 )

Translation adjustments, net of tax

     686       —        —         —         —         686       686  

Net unrealized gain (loss) on qualifying cash flow hedges, net of tax

     25       —        —         —         —         25       25  

Pension/Postretirement activity, net of tax

     192       —        —         —         —         192       192  
                     

Comprehensive income

                $ 824  
                     

Adoption of SFAS Interpretation No. 48

     13       —        —         13       —         —      

Dividends

     (300 )     —        —         (300 )     —         —      

Stock issuances—

               

Stock option and benefit plans

     9       —        9       —         —         —      

Restricted stock

     25       —        25       —         —         —      

Share repurchases and retirement

     (315 )     —        (27 )     (288 )     —         —      

ESOP tax benefit, redemptions and other

     12       —        —         1       11       —      
                                                 

Balances at June 28, 2008

     2,811       7      7       2,760       (112 )     149    

Net income

     213       —        —         213       —         —       $ 213  

Translation adjustments, net of tax

     (638 )     —        —         —         —         (638 )     (638 )

Net unrealized gain (loss) on qualifying cash flow hedges, net of tax

     (28 )     —        —         —         —         (28 )     (28 )

Pension/Postretirement activity, net of tax

     99       —        —         —         —         99       99  

Other comprehensive income activity, net of tax

     (4 )     —        —         —         —         (4 )     (4 )
                     

Comprehensive loss

                $ (358 )
                     

Dividends

     (78 )     —        —         (78 )     —         —      

Stock issuances—

               

Stock option and benefit plans

     2       —        2       —         —         —      

Restricted stock

     15       —        15       —         —         —      

Share repurchases and retirement

     (103 )     —        (25 )     (78 )     —         —      

ESOP tax benefit, redemptions and other

     5       —        1       —         4       —      
                                                 

Balances at December 27, 2008

   $ 2,294     $ 7    $ —       $ 2,817     $ (108 )   $ (422 )  
                                                 

See accompanying Notes to Consolidated Financial Statements.

 

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SARA LEE CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the Six Months ended December 27, 2008 and December 29, 2007

(Unaudited)

 

     Six Months ended  

In millions

   December 27, 2008     December 29, 2007  

OPERATING ACTIVITIES—

    

Net income

   $ 213     $ 382  

Less: Cash received from contingent sale proceeds

     (150 )     (130 )

Adjustments to reconcile net income to net cash from operating activities:

    

Depreciation

     184       194  

Amortization

     58       59  

Impairment charge

     107       —    

Net gain on business dispositions

     (3 )     —    

Decrease in deferred income taxes

     (1 )     (51 )

Other

     122       144  

Changes in current assets and liabilities, net of businesses acquired and sold

     (316 )     (393 )
                

Net cash received from operating activities

     214       205  
                

INVESTMENT ACTIVITIES—

    

Purchases of property and equipment

     (134 )     (207 )

Purchases of software and other intangibles

     (14 )     (34 )

Acquisitions of businesses

     (10 )     —    

Dispositions of businesses and investments

     15       —    

Cash received from contingent sale proceeds

     150       130  

Cash received from (used in) derivative transactions

     (153 )     18  

Sales of assets

     5       16  
                

Net cash used in investment activities

     (141 )     (77 )
                

FINANCING ACTIVITIES—

    

Issuances of common stock

     —         4  

Purchases of common stock

     (103 )     (195 )

Borrowings of long-term debt

     —         1  

Repayments of long-term debt

     (327 )     (912 )

Borrowings (repayments) of short-term debt, net

     (18 )     6  

Payments of dividends

     (149 )     (146 )
                

Net cash used in financing activities

     (597 )     (1,242 )
                

Effect of changes in foreign exchange rates on cash

     (198 )     93  
                

Decrease in cash and equivalents

     (722 )     (1,021 )

Add: Cash balance of discontinued operations at beginning of year

     —         3  

Less: Cash balance of discontinued operations at end of quarter

     —         (3 )

Cash and equivalents at beginning of year

     1,284       2,517  
                

Cash and equivalents at end of quarter

   $ 562     $ 1,496  
                

COMPONENTS OF CHANGES IN CURRENT ASSETS AND LIABILITIES—

    

Trade accounts receivable

   $ (89 )   $ (117 )

Inventories

     (77 )     (9 )

Other current assets

     (7 )     (8 )

Accounts payable

     (151 )     (62 )

Accrued liabilities

     28       (106 )

Accrued taxes

     (20 )     (91 )
                

Changes in current assets and liabilities, net of businesses acquired and sold

   $ (316 )   $ (393 )
                

See accompanying Notes to Consolidated Financial Statements.

 

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SARA LEE CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

 

  1. Basis of Presentation

The consolidated financial statements for the six months ended December 27, 2008 and December 29, 2007 have not been audited by an independent registered public accounting firm, but in the opinion of Sara Lee Corporation (“the corporation or the company”), these financial statements include all normal and recurring adjustments necessary for a fair presentation of our financial position, operating results, and cash flows. The results of operations for the six months ended December 27, 2008 are not necessarily indicative of the operating results to be expected for the full fiscal year. The Condensed Consolidated Balance Sheet as of June 28, 2008 has been derived from the corporation’s audited financial statements included in our Annual Report on Form 10-K for the year ended June 28, 2008.

The interim consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Although the corporation believes the disclosures are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the corporation’s Form 10-K for the year ended June 28, 2008 and other financial information filed with the Securities and Exchange Commission.

The corporation’s fiscal year ends on the Saturday closest to June 30. The second quarter and first six months of fiscal 2009 ended on December 27, 2008 and the second quarter and first six months of fiscal 2008 ended on December 29, 2007. Each of these quarters was a thirteen-week period and each of the six month periods was a twenty-six week period. Unless otherwise stated, references to years relate to fiscal years.

 

  2. Net Income Per Share

Net income per share – basic is computed by dividing income available to common stockholders by the weighted average number of shares of common stock outstanding for the period. Net income per share – diluted reflects the potential dilution that could occur if options or other contracts to issue common stock were exercised or converted into common stock. For the quarter and first six month periods ended December 27, 2008, options to purchase 28.6 million shares of the corporation’s common stock had exercise prices that were greater than the average market price of those shares during the respective reporting periods. For the quarter and first six month periods ended December 29, 2007, options to purchase 27.0 million shares of the corporation’s common stock had exercise prices that were greater than the average market price of those shares during the respective reporting periods. As a result, these shares are excluded from the earnings per share calculation, as they are anti-dilutive. In addition, the diluted effect of stock options and award plans were excluded from the determination of the dilutive average shares outstanding calculation for the quarter ended December 27, 2008, as the impact would have been anti-dilutive due to the net loss in the quarter.

The average shares outstanding declined in the first six months of 2009 as compared to the first six months of 2008 as a result of shares repurchased under the corporation’s ongoing share repurchase program. The corporation repurchases common stock at times management deems appropriate, given current market valuations. During the first six months of 2009, the corporation repurchased 11.4 million shares of common stock and from December 30, 2007 to December 27, 2008, the corporation has repurchased 17.5 million shares of the corporation’s common stock. At December 27, 2008, 13.5 million shares remain authorized for repurchase under the corporation’s share repurchase program. The timing and amount of future share repurchases will be based upon market conditions and other factors.

 

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The following is a reconciliation of net income (loss) to net income (loss) per share – basic and diluted – for the second quarter and first six months of fiscal years 2009 and 2008:

Computation of Net Income (Loss) per Common Share

(In millions, except per share data)

 

     Quarter ended    Six Months ended
     Dec. 27,
2008
    Dec. 29,
2007
   Dec. 27,
2008
   Dec. 29,
2007

Net income (loss)

   $ (17 )   $ 182    $ 213    $ 382
                            

Average shares outstanding – basic

     703       720      705      722

Dilutive effect of stock option and award plans

     —         2      1      2
                            

Diluted shares outstanding

     703       722      706      724
                            

Net income (loss) per common share

          

Basic

   $ (0.02 )   $ 0.25    $ 0.30    $ 0.53
                            

Diluted

   $ (0.02 )   $ 0.25    $ 0.30    $ 0.53
                            

 

  3. Segment Information

Beginning in fiscal 2009, the corporation implemented certain changes to its North American organizational structure that primarily involved the transfers of (i) the frozen bakery and beverage (Senseo) operations from the North American Retail Bakery segment into the North American Retail Meats segment, and (ii) a small component of the Foodservice meats operation into the North American Retail Meats segment. As a result of this reorganization, the three North American segments have been renamed as follows – North American Retail (previously named North American Retail Meats), North American Fresh Bakery (previously North American Retail Bakery) and North American Foodservice (previously Foodservice). The changes did not impact the international segments and did not have a material impact on the segment assets of the North American operations. The corporation has revised the name of the Household and Body Care segment to International Household and Body Care. Segment information has been revised to be consistent with the new basis of presentation.

The corporation uses derivative financial instruments to manage its exposure to commodity prices. A commodity derivative not declared a hedge in accordance with SFAS 133, “Accounting for Derivative Instruments and Hedging Activities,” is accounted for under mark-to-market accounting with changes in fair value recorded in the Consolidated Statements of Income. Prior to 2009, gains and losses on unrealized commodity derivatives accounted for under mark-to-market accounting were included in segment operating income. In 2009, the corporation now includes these unrealized mark-to-market gains and losses in general corporate expenses until such time that the exposure being hedged affects the earnings of the business segment. At that time, the cumulative gain or loss previously recorded in general corporate expenses for the derivative instrument will be reclassified into the business segment’s results. Segment information has been revised to be consistent with the new basis of presentation.

The following is a general description of the corporation’s six business segments:

 

 

North American Retail – sells a variety of packaged meat and frozen bakery products to retail customers in North America and includes the corporation’s U.S. Senseo retail coffee business.

 

 

North American Fresh Bakery – sells a variety of fresh bakery products to retail customers in North America.

 

 

North American Foodservice – sells a variety of meats, bakery, and beverage products to foodservice customers in North America.

 

 

International Beverage – sells coffee and tea products in major markets around the world, including Europe, Australia and Brazil.

 

 

International Bakery – sells a variety of bakery and dough products to retail and foodservice customers in Europe and Australia.

 

 

International Household and Body Care – sells products in four primary categories – body care, air care, shoe care and insecticides in markets around the world, including the U.S., Europe, India and the Asia Pacific region.

 

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The following is a summary of net sales and operating segment income by business segment for the second quarter and first six months of fiscal years 2009 and 2008.

 

     Net Sales  

(In millions)

   Second
Quarter
2009
    Second
Quarter
2008
    Six Months
2009
    Six Months
2008
 

North American Retail

   $ 746     $ 688     $ 1,426     $ 1,303  

North American Fresh Bakery

     539       488       1,110       975  

North American Foodservice

     614       611       1,151       1,127  

International Beverage

     765       821       1,544       1,527  

International Bakery

     196       234       425       455  

International Household and Body Care

     490       582       1,052       1,103  
                                

Total business segments

     3,350       3,424       6,708       6,490  

Intersegment sales

     (10 )     (16 )     (19 )     (28 )
                                

Net sales

   $ 3,340     $ 3,408     $ 6,689     $ 6,462  
                                

 

     Income (Loss) Before Income Taxes  

(In millions)

   Second
Quarter
2009
    Second
Quarter
2008
    Six Months
2009
    Six Months
2008
 

North American Retail

   $ 74     $ 46     $ 131     $ 65  

North American Fresh Bakery

     (14 )     3       5       17  

North American Foodservice

     (43 )     53       (13 )     74  

International Beverage

     107       125       248       246  

International Bakery

     (19 )     9       (4 )     22  

International Household and Body Care

     45       64       103       121  
                                

Total operating segment income

     150       300       470       545  

Amortization of intangibles

     (15 )     (16 )     (32 )     (32 )

General corporate expenses:

        

Other

     (79 )     (61 )     (144 )     (129 )

Mark-to-market derivative gains/(losses)

     (23 )     8       (58 )     10  

Contingent sale proceeds

     —         —         150       130  
                                

Operating income

     33       231       386       524  

Net interest expense

     (35 )     (27 )     (60 )     (55 )
                                

Income (loss) before income taxes

   $ (2 )   $ 204     $ 326     $ 469  
                                

 

  4. Discontinued Operations

There were no results related to discontinued operations in the first six months of 2009, while in the first six months of 2008, discontinued operations reported $159 million of net sales, less than $1 million of pretax income and net income and $10 million of cash from operating activities. The results of discontinued operations in 2008 were related to our retail meats business in Mexico. The sale of this business closed on March 29, 2008.

 

  5. Impairment Review and Goodwill

The corporation tests goodwill and intangible assets not subject to amortization for impairments in the second quarter of each fiscal year and whenever a significant event occurs or circumstances change that would more likely than not reduce the fair value of these intangible assets. As a result of the review performed in the second quarter of 2009, the corporation determined that the carrying amount of its foodservice beverage reporting unit, which is reported in the North American Foodservice segment, exceeded its fair value. The foodservice beverage reporting unit has experienced a recent significant decline in profitability due to a highly competitive marketplace and difficult economic conditions. Based upon our consideration of the results of an appraisal of long-lived assets and internal estimates of discounted cash flows, management compared the implied fair value of the goodwill in the reporting unit

 

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with the carrying value and concluded that a $107 million impairment charge needed to be recognized. The impairment loss recognized equaled the entire remaining amount of goodwill in the foodservice beverage reporting unit. No tax benefit will be recognized on the goodwill impairment charge. The remaining change in the goodwill balance from June 28, 2008 is due to the impact of changes in foreign currency exchange rates on foreign denominated goodwill.

The corporation has also concluded that it is reasonably likely that certain other reporting units may become impaired in future periods. The term “reasonably likely” refers to an occurrence that is more than remote but less than probable in the judgment of management. These reporting units include a bakery operation in Spain with $124 million of goodwill and a beverage business in Poland with $67 million of goodwill. As of the second quarter, these two reporting units had fair values that exceeded carrying value by at least 6%. However, because some of the inherent assumptions and estimates used in determining fair value of these reporting units are outside the control of management, including interest rates, the cost of capital, and tax rates, changes in these underlying assumptions and our credit rating can also adversely impact the business units’ fair value. The amount of any impairment is dependent on all these factors, which cannot be predicted with certainty, and may result in impairment for a portion or all of the goodwill amounts noted previously. Holding all other assumptions constant at the test date, a 100 basis point increase in the discount rate would reduce the enterprise value for the two reporting units discussed above between 10% to 13%, indicating potential impairment for those reporting units.

The fair value of goodwill is estimated based on a discounted cash flow model using management’s business plans and projections as the basis for expected future cash flows for the first ten years and a 2% residual growth rate thereafter. Management believes the assumptions used for the impairment test are consistent with those utilized by a market participant in performing similar valuations of our reporting units. A separate discount rate was utilized for each reporting unit derived from published sources, and, on a weighted average basis, the discount rate used was 8.9%.

 

  6. Exit, Disposal and Transformation/Accelerate Activities

As part of its ongoing efforts to improve its operational performance and reduce cost, the corporation initiated Project Accelerate (“Accelerate”) in 2009, which is a series of global initiatives designed to drive significant savings in the next three years. It is anticipated that the overall cost of the initiatives will be approximately $150 million and include severance costs as well as transition costs associated with transferring services to an outside third party. An important component of Project Accelerate involves outsourcing pieces of the North American and European Finance (transaction processing) and Global Information Services (applications development and maintenance) groups as well as the company’s global indirect procurement activities. In addition to cost savings, this business process outsourcing will help the corporation drive standardization, increase efficiency and provide flexibility. The corporation began implementation of the initiative in North America and Europe in the second quarter of 2009 and plans to complete global implementation within three years.

The company announced a transformation plan in February 2005 designed to improve performance and better position the company for long-term growth. The plan involved significant changes in the company’s organizational structure, portfolio changes involving the disposition of a significant portion of the corporation’s business, and a number of actions to improve operational efficiency. The corporation has recognized certain trailing costs related to these transformation actions, including the impact of certain activities that were completed for amounts more favorable than previously estimated.

The nature of the costs incurred under these plans includes the following:

1) Exit Activities, Asset and Business Disposition Actions – These amounts primarily relate to:

 

   

Employee termination costs

 

   

Lease exit costs

 

   

Gains or losses on the disposition of assets or asset groupings that do not qualify as discontinued operations

 

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2) Transformation/Accelerate Costs recognized in Cost of Sales and Selling, General and Administrative Expense primarily relate to:

 

   

Expenses associated with the installation of new information systems, including the amortization of capitalized software costs

 

   

Costs to retain and relocate employees

 

   

Consulting costs

 

   

Accelerated depreciation and amortization associated with decisions to dispose of or abandon the use of certain tangible and intangible assets at dates earlier than previously anticipated, pursuant to an exit plan. Accelerated depreciation represents the incremental impact of the revised estimate of remaining depreciation expense in excess of the original depreciation expense.

 

   

Costs associated with the transition of services to an outside third party vendor as part of a business process outsourcing initiative

Transformation/Accelerate costs are recognized in Cost of Sales or Selling, General and Administrative Expenses in the condensed consolidated statements of income as they do not qualify for treatment as an exit activity or asset and business disposition under Statement of Financial Accounting Standards No. 146, “Accounting for Costs Associated with Exit or Disposal Activities.” However, management believes the disclosure of these transformation/Accelerate related charges provides the reader greater transparency to the total cost of the initiatives.

The following is a summary of the (income) expense associated with new and ongoing actions, which also highlights where the costs are reflected in the Consolidated Statements of Income along with the impact on diluted EPS:

 

     Quarter ended     Six Months ended  

(In millions)

   Dec. 27,
2008
    Dec. 29,
2007
    Dec. 27,
2008
    Dec. 29,
2007
 

Cost of sales:

        

Transformation charges – IT costs

   $ 1     $ 2     $ 3     $ 6  

Accelerated depreciation

     —         1       —         1  

Selling, general and administrative expenses:

        

Transformation charges – IT costs

     4       10       12       22  

Transformation/Accelerate charges – other

     2       —         2       2  

Net charges for (income from):

        

Exit activities

     40       7       39       10  

Asset and business dispositions

     —         —         (3 )     1  
                                

Reduction in income before income taxes

     47       20       53       42  

Income tax benefit

     (12 )     (7 )     (13 )     (15 )
                                

Reduction in net income

   $ 35     $ 13     $ 40     $ 27  
                                

Impact on diluted EPS

   $ 0.05     $ 0.02     $ 0.06     $ 0.04  
                                

The impact of these actions on the corporation’s business segments and unallocated corporate expenses is summarized as follows:

 

     Quarter Ended    Six Months Ended

(In millions)

   Dec. 27,
2008
    Dec. 29,
2007
   Dec. 27,
2008
    Dec. 29,
2007

North American Retail

   $ —       $ —      $ (1 )   $ 2

North American Fresh Bakery

     —         —        —         —  

North American Foodservice

     (1 )     —        (4 )     —  

International Beverage

     2       4      6       7

International Bakery

     29       5      29       8

International Household and Body Care

     6       2      8       3
                             

Decrease in operating segment income

     36       11      38       20

Increase in general corporate expenses

     11       9      15       22
                             

Total

   $ 47     $ 20    $ 53     $ 42
                             

The following discussion provides information concerning the exit, disposal and transformation/Accelerate activities for each year where actions were initiated and material reserves exist.

 

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2009 Actions

During 2009, the corporation approved certain actions related to exit, disposal, transformation and Accelerate activities and recognized net charges of $55 million related to these actions. Each of these activities is to be completed within a 12-month period after being approved and include the following:

 

   

Recognized a charge to implement a plan to terminate 438 employees, related to both European and North American operations, and provide them with severance benefits in accordance with benefit plans previously communicated to the affected employee group or with local employment laws. Of the 438 targeted employees, 415 employees have not yet been terminated, but are expected to be terminated within the next 12 months.

 

   

Recognized a net gain associated with the disposal of the sauces and dressings business in the Foodservice segment.

 

   

Recognized costs related to the implementation of common information systems across the organization in order to improve operational efficiencies. These costs primarily relate to the amortization of certain capitalized software costs.

 

   

Recognized costs associated with the transition of services to an outside third party vendor as part of a business process outsourcing initiative.

The following table summarizes the net charges taken for the exit, disposal and transformation/Accelerate activities approved during 2009 and the related status as of December 27, 2008. The accrued amounts remaining represent those cash expenditures necessary to satisfy remaining obligations. The majority of the cash payments to satisfy the accrued costs are expected to be paid in the next year. The composition of these charges and the remaining accruals are summarized below. Approximately $50 million of additional charges are expected to be recognized in the remainder of 2009.

 

(In millions)

   Employee
termination
and other
benefits
    Asset and
business
disposition
actions
    Transformation/
Accelerate costs
– IT and other
    Total  

Exit, disposal and other costs (income)recognized during 2009

   $ 41     $ (3 )   $ 17     $ 55  

Asset and business disposition gains

     —         3       —         3  

Non-cash charges

     —         —         (11 )     (11 )

Cash payments

     (4 )     —         (5 )     (9 )
                                

Accrued costs as of December 27, 2008

   $ 37     $ —       $ 1     $ 38  
                                

2008 Actions

During 2008, the corporation approved certain actions related to exit, disposal and transformation activities and recognized cumulative net charges of $90 million related to these actions. Each of these activities was to be completed within a 12-month period after being approved and included the following:

 

   

Implemented a plan to terminate 603 employees, primarily from the North American Operations, and provide them with severance benefits in accordance with benefit plans previously communicated to the affected employee group or with local employment laws. Of the 603 targeted employees, 298 employees have not yet been terminated, but are expected to be terminated before the end of the fiscal year.

 

   

Incurred costs to exit certain leased space, including the exit of a North American R&D facility.

 

   

Recognized net gains associated with the disposal of several asset groupings, the largest of which was a $3 million gain related to the disposition of a Foodservice manufacturing facility. Total proceeds from these disposals were $9 million.

 

   

Recognized costs related to the implementation of common information systems across the organization in order to improve operational efficiencies. These costs primarily relate to the amortization of certain capitalized software.

 

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Significant actions completed during the first six months of 2009 and the status of the remaining elements of the 2008 actions, along with the remaining accruals, is described below. The accrued amounts remaining represent those cash expenditures necessary to satisfy remaining obligations. The majority of the cash payments to satisfy the accrued costs are expected to be paid in the next year. The corporation does not anticipate any additional material future charges related to the 2008 actions.

 

(In millions)

   Employee
termination and
other benefits
    Non-cancelable
lease and

other
contractual
obligations
   Transformation
costs – IT

and other
    Total  

Accrued costs as of June 28, 2008

   $ 29     $ 3    $ 2     $ 34  

Cash payments

     (9 )     —        (2 )     (11 )
                               

Accrued costs as of December 27, 2008

   $ 20     $ 3    $ —       $ 23  
                               

2007 Actions

During 2007, the corporation approved certain actions related to exit, disposal and transformation activities and recognized cumulative net charges of $251 million related to these actions. Each of these activities was to be completed within a 12-month period after being approved and included the following:

 

   

Implemented a plan to terminate 2,512 employees and provide them with severance benefits in accordance with benefit plans previously communicated to the affected employee group or with local employment laws. The employees were concentrated primarily in our North American Retail, North American Fresh Bakery, North American Foodservice, International Beverage and International Bakery segments. Essentially all of these employees have been terminated.

 

   

Incurred costs to exit certain leased space and other contractual obligations, including those costs related to the relocation of the corporation’s headquarters to Downers Grove, Illinois.

 

   

Recognized a loss related to the decision to abandon certain capitalized software in the International Beverage segment.

 

   

Recognized net gains associated with the disposal of several asset groupings, the largest of which was a net $19 million gain related to the disposition of two International Household and Body Care facilities, offset by charges related to various disposition costs primarily associated with the spin off of the Branded Apparel business. Total proceeds from these disposals were $31 million.

 

   

Recognized accelerated depreciation primarily on domestic meat processing facilities and equipment. All of the facilities were closed by the end of 2007.

 

   

Incurred transformation costs as a result of management’s decision to centralize the management of its North American and European operations. Costs were incurred to relocate employees, recruit new employees, and pay retention bonuses to preserve business continuity. The corporation also incurred consulting costs to assist in the development of strategic operating and financial plans and employee training. Certain information technology costs were also incurred and related to the implementation of common information systems across the organization.

Activity during the first six months of 2009 and the status of the remaining elements of the 2007 actions, along with the remaining accruals, is described below. The accrued amounts remaining represent those cash expenditures necessary to satisfy remaining obligations. The majority of the cash payments to satisfy the accrued costs are expected to be paid in the next year. The corporation does not anticipate any additional material future charges related to the 2007 actions.

 

(In millions)

   Employee
termination
and other
benefits
    Non-cancelable
lease and other
contractual
obligations
    Total  

Accrued costs as of June 28, 2008

   $ 31     $ 4     $ 35  

Cash payments

     (6 )     (2 )     (8 )

Foreign exchange impacts

     (3 )     —         (3 )
                        

Accrued costs as of December 27, 2008

   $ 22     $ 2     $ 24  
                        

 

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2006 Actions

During 2006, the corporation approved certain actions related to exit, disposal and transformation activities and recognized net charges of $277 million related to these actions. Each of these activities was to be completed within a 12-month period after being approved and included the following:

 

   

Implemented a plan to terminate 1,873 employees concentrated primarily in our North American Retail, North American Fresh Bakery, International Beverage, and International Household and Body Care segments. All of these employees were terminated by the end of 2007.

 

   

Incurred costs to exit certain leased space as well as costs to terminate contracts with foreign sales agents.

 

   

Recognized net gains related to various asset and business disposition actions related primarily to our European operations. All of these assets were disposed of by the end of 2006.

 

   

Recognized accelerated depreciation on disposed manufacturing facilities and equipment impacting all of our segments and also recognized charges related to closure of administrative buildings in order to consolidate the administration of our North American operations.

 

   

Incurred transformation costs as a result of management’s decision to improve operational efficiency and standardize systems. Costs were incurred to relocate employees, recruit new employees, and pay retention bonuses to preserve business continuity. The corporation also incurred consulting costs to assist in the development of strategic operating and financial plans and employee training costs. Certain information technology costs were also incurred and related to the implementation of common information systems across the organization.

 

   

Realized a net gain related to the corporation’s decision to modify its vacation policy for U.S. employees.

Activity during the first six months of 2009 and the status of the remaining elements of the 2006 actions, along with the remaining accruals, is described below. The accrued amounts remaining represent those cash expenditures necessary to satisfy remaining obligations. The majority of the cash payments to satisfy the accrued costs are expected to be paid in the next year. The corporation does not anticipate any additional material future charges related to the 2006 actions.

 

(In millions)

   Employee
termination and
other benefits
    Non-cancelable
lease and other
contractual
obligations
    Total  

Accrued costs as of June 28, 2008

   $ 41     $ 2     $ 43  

Cash payments

     (9 )     —         (9 )

Change in estimate

     (1 )     (1 )     (2 )

Foreign exchange impacts

     (4 )     —         (4 )
                        

Accrued costs as of December 27, 2008

   $ 27     $ 1     $ 28  
                        

 

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  7. Accumulated Other Comprehensive Income

The components of accumulated other comprehensive income (loss) are as follows:

 

(In millions)

   Cumulative
Translation
Adjustment
    Net Unrealized
Gain (Loss) on
Qualifying Cash
Flow Hedges
    Pension/
Postretirement
Adjustment
    Other     Accumulated Other
Comprehensive
Income (Loss)
 

Balance at June 30, 2007

   $ (147 )   $ (4 )   $ (603 )   $  —       $ (754 )

Goodwill redenomination

     106       —         —         —         106  

Disposition of Meats Mexico business

     31       —         —         —         31  

Amortization of net actuarial loss and prior service credit

     —         —         27       —         27  

Net actuarial gain

     —         —         165       —         165  

Other comprehensive income (loss) activity

     549       25       —         —         574  
                                        

Balance at June 28, 2008

     539       21       (411 )     —         149  

Other comprehensive income (loss) activity

     (638 )     (28 )     99       (4 )     (571 )
                                        

Balance at December 27, 2008

   $ (99 )   $ (7 )   $ (312 )   $ (4 )   $ (422 )
                                        

Comprehensive income (loss) in the second quarters of 2009 and 2008 was $(272) million and $454 million, respectively. Comprehensive income (loss) in the first six months of 2009 and 2008 was $(358) million and $797 million, respectively.

 

  8. Derivative Reporting

The corporation is exposed to changes in interest rates, foreign exchange rates and commodity prices. To manage the risk from these changes, the corporation uses derivative instruments and enters into various hedging transactions. A description of the corporation’s hedging programs and instruments is included in the corporation’s 2008 Annual Report on Form 10-K which is filed with the Securities and Exchange Commission. As of June 28, 2008, the net accumulated derivative gain recorded in Accumulated Other Comprehensive Income was $21 million. During the six months ended December 27, 2008, $10 million of accumulated net derivative gains were deferred into Accumulated Other Comprehensive Income and $38 million of accumulated net derivative gains were reclassified from Accumulated Other Comprehensive Income into earnings since the related hedged item was realized during the period, resulting in a balance in Accumulated Other Comprehensive Income at December 27, 2008 of an accumulated loss of $7 million.

At December 27, 2008, the maximum maturity date of any cash flow hedge was approximately 4.5 years (principally two currency swaps that mature in 2012 and 2013), excluding forward exchange, option or swap contracts related to the payment of variable interest on existing financial instruments. The corporation expects to reclassify into earnings during the next twelve months net losses from Accumulated Other Comprehensive Income of approximately $8 million, at the time the underlying hedged transaction is realized.

Other disclosures related to amounts excluded from the assessment of effectiveness, amounts of hedge ineffectiveness and amounts reclassified into earnings as a result of the discontinuation of hedge accounting because it was probable that the original forecasted transaction would not occur have been omitted due to the insignificance of these amounts. The corporation uses non-U.S. dollar financing transactions as net investment hedges of long-term investments in corresponding foreign currency. Hedges that meet the effectiveness requirements are accounted for under net investment hedging rules. During the six months ended December 27, 2008, a net gain of $318 million arising from effective hedges of net investments has been reflected in the cumulative translation adjustments account as an offset to the periodic currency translation within the Consolidated Statements of Common Stockholders’ Equity.

 

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  9. Fair Value Measurements

Effective the beginning of 2009, the corporation implemented SFAS 157, “Fair Value Measurements” (SFAS 157), which defines fair value, establishes a framework for its measurement, and expands disclosures about fair value measurements. The adoption of SFAS 157 did not have an impact on the measurement of the corporation’s financial assets and liabilities, but did result in additional disclosures.

In 2007, the Financial Accounting Standards Board (FASB) issued FASB Staff Position FAS 157-2 (FSP 157-2), which provided a one year deferral for the implementation of SFAS 157 for non-financial assets and liabilities measured at fair value that are recorded or disclosed on a non-recurring basis. The corporation elected to apply the FSP 157-2 deferral, and accordingly, will not apply SFAS 157 to its goodwill impairment testing, indefinite-lived intangibles impairment testing, other long-lived assets, and non-financial assets or liabilities measured at fair value in business acquisitions, until fiscal 2010. The corporation is still evaluating the financial statement impact of the implementation of SFAS 157 for our non-financial assets and liabilities.

SFAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability (i.e.; exit price) in an orderly transaction between market participants at the measurement date. SFAS 157 requires disclosures that categorize assets and liabilities measured at fair value into one of three different levels depending on the assumptions (i.e.; inputs) used in the valuation. Level 1 provides the most reliable measure of fair value while Level 3 generally requires significant management judgment. Financial assets and liabilities are classified in their entirety based on the lowest level of input significant to the fair value measurement. The SFAS 157 fair value hierarchy is defined as follows:

Level 1 – Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 – Valuations are based on quoted prices for similar assets or liabilities in active markets, or quoted prices in markets that are not active for which significant inputs are observable, either directly or indirectly.

Level 3 – Valuations are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Inputs reflect management’s best estimate of what market participants would use in valuing the asset or liability at the measurement date.

The following table represents the fair values of financial assets and liabilities:

 

     December 27, 2008

(In millions)

   Level 1    Level 2    Level 3    Total

Assets:

           

Commodity derivatives

   $ 2    $ —      $ —      $ 2

Foreign currency exchange derivatives

     —        82      —        82

Interest rate swaps

     —        36      —        36
                           

Total assets at fair value

   $ 2    $ 118    $ —      $ 120
                           

Liabilities:

           

Commodity derivatives

   $ 1    $  —      $  —      $ 1

Foreign currency exchange derivatives

     —        48      —        48

Cross currency swaps

     —        231      —        231
                           

Total liabilities at fair value

   $ 1    $ 279    $ —      $ 280
                           

Effective the beginning of fiscal 2009, the corporation implemented SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (SFAS 159), which allows companies the option to report selected financial assets and financial liabilities at fair value. The adoption of SFAS 159 had no impact on the consolidated financial statements as the corporation did not elect the fair value option.

 

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  10. Pension and Other Postretirement Benefit Plans

The components of the net periodic pension cost and the postretirement medical cost (income) for the second quarter and first six months of 2009 and 2008 are as follows:

 

     Pension     Postretirement Medical and
Life Insurance
 

(In millions)

   Second
Quarter
2009
    Second
Quarter
2008
    Second
Quarter
2009
    Second
Quarter
2008
 

Service cost

   $ 16     $ 22     $ 1     $ 2  

Interest cost

     63       67       3       4  

Expected return on plan assets

     (65 )     (73 )     —         —    

Amortization of

        

Prior service cost

     2       2       (5 )     (5 )

Net actuarial loss

     2       8       —         1  
                                

Net periodic benefit cost

   $ 18     $ 26     $ (1 )   $ 2  
                                
     Pension     Postretirement Medical and
Life Insurance
 

(In millions)

   Six Months
2009
    Six Months
2008
    Six Months
2009
    Six Months
2008
 

Service cost

   $ 34     $ 44     $ 3     $ 4  

Interest cost

     133       132       7       8  

Expected return on plan assets

     (138 )     (145 )     —         —    

Amortization of

        

Transition (asset) obligation

     —         —         (1 )     (1 )

Prior service cost

     4       4       (11 )     (11 )

Net actuarial loss

     5       17       1       3  
                                

Net periodic benefit cost

   $ 38     $ 52     $ (1 )   $ 3  
                                

Curtailment gain

   $ —       $ —       $ 17     $  —    
                                

The net periodic benefit cost of the corporation’s defined benefit pension plans in the second quarter and first six months of 2009 was $8 million and $14 million lower, respectively, than in 2008 as a result of the following:

 

   

Service cost declined primarily as a result of an increase in the discount rate, which reflects the higher interest rates in various jurisdictions.

 

   

Interest costs declined in the quarter and were only slightly above the prior year on a year-to-date basis, despite an increase in interest rates, due to the impact of changes in foreign currency exchange rates.

 

   

The amortization of net actuarial losses declined in 2009 as a result of actuarial gains in 2008 which reduced the amount of unamortized actuarial losses at the end of 2008. This in turn resulted in a lower level of loss amortization in 2009.

During the first six months of 2009 and 2008, the corporation contributed $61 million and $71 million, respectively, to its defined benefit pension plans. At the present time, the corporation expects to contribute $265 million of cash to its defined benefit pension plans in 2009. 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 corporation operates and arrangements made with trustees of certain foreign plans. As a result, the actual funding in 2009 may differ from the current estimate.

 

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During the first six months of 2009, the corporation entered into a new collective labor agreement in the Netherlands which eliminated post retirement health care benefits for certain employee groups, while also reducing benefits provided to others. The elimination of benefits resulted in the recognition of a curtailment gain of $17 million related to a portion of the unamortized prior service cost credit which was reported in accumulated other comprehensive income. The plan changes also resulted in a $32 million reduction in the accumulated post retirement benefit obligation with an offset to accumulated other comprehensive income.

The corporation recognized a partial withdrawal liability in the second quarter of 2009 as a result of the cessation of contributions to a multi-employer pension plan with respect to one collective bargaining unit. The existence of this partial withdrawal liability was previously disclosed in the corporation’s 2009 first quarter Form 10-Q. The corporation has recognized a $30 million charge to income in the second quarter of 2009 to establish the estimated partial withdrawal liability, with $12 million recognized in Cost of Sales and $18 million recognized in Selling General and Administrative Expenses in the Consolidated Statements of Income. The entire charge is recognized in the results of the Fresh Bakery segment.

 

  11. Receipt of Contingent Sale Proceeds

The corporation sold its European cut tobacco business in 1999. Under the terms of that agreement, the corporation 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 July 15, 2009. The legal status of tobacco in each country accounts for a portion of the total contingency with the Netherlands accounting for 67%, Germany 22% and Belgium 11%. If tobacco ceases to be a legal product within any of these countries, the corporation forfeits the receipt of all future amounts related to that country. The contingencies associated with the 2009 and 2008 payments each passed in the first quarter of each fiscal year and the corporation received the annual payments. The 2009 annual payment was equivalent to $150 million and the 2008 annual payment was equivalent to $130 million based upon the respective exchange rates on the dates of receipt. These amounts were recognized in the corporation’s earnings when received. The amount received in 2008 increased diluted earnings per share by $0.18 and the amount received in 2009 is expected to increase diluted earnings per share by $0.21.

 

  12. Income Taxes

Effective Annual Tax Rate for Interim Reporting – Generally accepted accounting principles require that the interim period tax provision be determined as follows:

 

   

At the end of each quarter, the corporation estimates the tax that will be provided for the fiscal year stated as a percent of estimated “ordinary” income for the fiscal year. The term ordinary income refers to income from continuing operations before income taxes, excluding significant unusual or infrequently occurring items. Discontinued operations are excluded in determining ordinary income.

 

   

The estimated annual effective tax rate is applied to the year-to-date “ordinary” income at the end of each quarter to compute the year-to-date tax applicable to ordinary income. The tax expense or benefit related to ordinary income in each quarter is the difference between the most recent year-to-date and the prior quarter year-to-date computations.

 

   

The tax effects of significant unusual or infrequently occurring items are recognized as discrete items in the interim period in which the events occur. The impact of changes in tax laws or rates on deferred tax amounts, the effects of changes in judgment about valuation allowances established in prior year and changes in tax reserves resulting from the finalization of tax audits or reviews are examples of significant unusual or infrequently occurring items which are recognized as discrete items in the interim period in which the event occurs.

The determination of the annual effective tax rate is based upon a number of significant estimates and judgments, including the estimated annual pretax income of the corporation in each tax jurisdiction in which it operates and the development of tax planning strategies during the year. In addition, as a global commercial enterprise, the corporation’s tax expense can be impacted by changes in

 

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tax rates or laws, the finalization of tax audits and reviews, as well as other factors that cannot be predicted with certainty. As such, there can be significant volatility in interim tax provisions.

The following table sets out the tax expense (benefit) and the effective tax rate for the corporation:

 

     Second Quarter     Six Months  

(In millions)

   2009     2008     2009     2008  

Income (loss) before income taxes

   $ (2 )   $ 204     $ 326     $ 469  

Income tax expense

     15       22       113       87  

Effective tax rate

     (523.4 )%     10.7 %     34.6 %     18.5 %

Second Quarter and First Six Months of 2009

In the second quarter of 2009, the corporation recognized tax expense of $15 million on pretax loss of $2 million, or a negative effective tax rate of (523.4)%. The corporation’s effective tax was impacted by the recognition of a $107 million non-deductible goodwill impairment charge. The tax rate in the second quarter was also impacted by various discrete tax items, none of which were material individually or in the aggregate.

The annual effective tax rate includes an annual charge of $61 million to repatriate a portion of 2009 foreign earnings. The estimated charge increases the estimated annual effective tax rate by approximately 8%.

The tax expense and related effective tax rate on continuing operations for the first six months of 2009 was determined by applying a 34.0% estimated annual effective tax rate to pretax earnings and then recognizing the impact of various discrete tax items, none of which were material individually or in the aggregate. The corporation’s estimated annual effective tax rate increased from 30.0% to 34.0% due to the $107 million non-deductible goodwill impairment charge noted above.

Second Quarter and First Six Months of Fiscal 2008

In the second quarter of fiscal 2008, the corporation recognized tax expense of $22 million on pretax income of $204 million, or an effective rate of 10.7%. The tax rate in the quarter was impacted by a $37 million tax benefit related to the reversal of valuation allowances on the German net deferred tax assets. The corporation determined that a valuation allowance was no longer necessary due to the recent and projected profitability of the German operations.

The tax expense and related effective tax rate on continuing operations, for the first six months of fiscal 2008, was determined by applying a 29.3% estimated annual effective tax rate to pretax earnings and then recognizing the impact of the reversal of $37 million of valuation allowances on the German net deferred tax assets; and tax benefits of $13 million related to tax rate and tax law changes and the finalization of tax audits and reviews. The resulting effective tax rate for the six month period was 18.5%. The estimated annual effective tax rate related to ordinary income for fiscal 2008 includes an annual charge of $108 million to repatriate a portion of fiscal 2008 foreign earnings. This estimated charge increases the estimated annual effective tax rate by approximately 11%.

FASB Interpretation No. 48

In June 2006, the FASB issued FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement 109” (FIN 48), which provides guidance on the financial statement recognition, measurement, reporting and disclosure of uncertain tax positions taken or expected to be taken in a tax return. FIN 48 addresses the determination of whether tax benefits, either permanent or temporary, should be recorded in the financial statements. For those tax benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by the taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement.

 

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The year-to-date net decrease in gross liabilities for uncertain tax positions was $44 million, resulting in an ending balance of $579 million as of December 27, 2008. There was a decrease in the gross liability for uncertain tax positions of $69 million, of which $43 million relates to favorable foreign currency exchange impacts, $22 million relates to prior period tax positions and $4 million relates to audit settlements. This decrease was offset by $25 million of increases to reserves for uncertain tax positions related to the current period.

At this time, the corporation estimates that it is reasonably possible that the liability for unrecognized tax benefits will decrease between $30 - $90 million in the next twelve months from a variety of uncertain tax positions as a result of the completion of various worldwide tax audits currently in process and the expiration of the statute of limitations in several jurisdictions.

In addition, the company recognizes interest and penalties related to unrecognized tax benefits in tax expense. As of June 28, 2008, the corporation had accrued interest and accrued penalties of $96 million. The change in accrued interest and accrued penalties during the six months ended December 27, 2008 was an increase of approximately $5 million.

The corporation’s tax returns are routinely audited by federal, state, and foreign tax authorities and these audits are at various stages of completion at any given time. The Internal Revenue Service (IRS) has completed examinations of the company’s U.S. income tax returns through July 3, 2004. Fiscal years remaining open to examination in the Netherlands include 2003 and forward. Other foreign jurisdictions remain open to audits after 1998. With few exceptions, the company is no longer subject to state and local income tax examinations by tax authorities for years before June 28, 2003.

 

  13. Contingencies and Commitments

Aris – Since 1995, three complaints have been filed on behalf of employees of a former subsidiary of the corporation known as Aris Philippines, Inc. (Aris) alleging unfair labor practices associated with Aris’ termination of manufacturing operations in the Philippines. Each of these three complaints includes allegations with the same issues and facts. With regard to two of these complaints, Aris prevailed in the administrative hearings held in the Philippines. Although implicated in these complaints, the corporation was not a party. The third complaint is a consolidation of cases filed in the Republic of the Philippines, Department of Labor and Employment and the National Labor Relations Commission (NLRC) from 1998 through July 1999 by individual complainants. On December 11, 1998, the third complaint was amended to name the corporation as a party. The case is styled: Emelinda Macatland, et al. v. Aris Philippines, Inc., et al. In the underlying proceedings during 2006, the arbitrator ruled against the corporation and awarded the plaintiffs $60 million in damages and fees. The corporation appealed this administrative ruling. On December 19, 2006, the NLRC issued a ruling setting aside the arbitrator’s ruling, and remanded the case to the arbitrator for further proceedings. The complainants and the corporation have filed motions for reconsideration – the corporation seeking a final judgment and outright dismissal of the case, instead of a remand to the arbitrator; and complaints seeking to reinstate the original arbitrator’s judgment against the defendants, including the corporation. The respective motions for reconsideration have been fully briefed by the parties and we await the NLRC’s rulings.

The corporation’s request to the Court of Appeals to reconsider its decision to require that the bond related to the arbitrator’s original ruling be set at approximately $23 million has been denied. On December 10, 2007, the corporation petitioned the Supreme Court for review, arguing, among other things, that the appellate court’s decision is now moot in light of the December 19, 2006 ruling by the NLRC setting aside the underlying judgment. No additional bond posting is required until all allowable appeals have been exhausted. The corporation continues to believe that the plaintiffs’ claims are without merit; however, no assurance can be given that this matter will not have a material adverse impact on the corporation’s financial position, results of operations or cash flows.

American Bakers Association (ABA) Retirement Plan – The corporation is a participating employer in the American Bakers Association Retirement Plan. In 1979, the Pension Benefit Guaranty Corporation (PBGC) determined that the ABA plan was an

 

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aggregate of single-employer pension plans, rather than a multiple-employer plan. Under the express terms of the ABA plan’s governing documents, the corporation’s contributions can only be used to pay for the benefits of its own employee-participants. Based upon the PBGC determination and the advice of counsel, the corporation has recognized its obligations under the plan as if it participated in a single-employer defined benefit plan under the provisions of Statement of Financial Accounting Standards No. 87, “Employers Accounting for Pensions.”

In August 2006, the PBGC rescinded its 1979 determination and concluded that the ABA plan was a multiple-employer plan in which the participating parties share in the plan underfunding. The other major participant in the ABA plan is a bankrupt third party that is seeking to enforce the PBGC determination made in August 2006. If the ABA plan were declared to be a multiple-employer pension plan, this third party would successfully reduce its underfunded liability under the ABA plan by roughly $80 million. The corporation has initiated litigation seeking to overturn the August 2006 PBGC determination and intends to vigorously defend the position that it is responsible only for the obligations related to its current and former employees. The corporation believes that the PBGC’s August 2006 determination is without merit; however, no assurance can be given that this matter will not have a material adverse impact on the corporation’s financial position, results of operations or cash flows.

Other Plans – The corporation participates in various multi-employer pension plans that provide retirement benefits to certain employees covered by collective bargaining agreements (MEPP). MEPPs are managed by trustee boards comprised of participating employer and labor union representatives, and participating employers are jointly responsible for any plan underfunding. The corporation’s MEPP contributions are established by the applicable collective bargaining agreements; however, our required contributions may increase based on the funded status of the plan and the provisions of the Pension Protection Act, which requires substantially underfunded MEPPs to implement rehabilitation plans to improve funded status. Factors that could impact the funded status of a MEPP include investment performance, changes in the participant demographics, financial stability of contributing employers and changes in actuarial assumptions. In addition to regular scheduled contributions, the corporation could be obligated to make additional contributions (known as a complete or partial withdrawal liability) if a MEPP has unfunded vested benefits. These complete or partial withdrawal liabilities would be triggered if the corporation ceases to make contributions to that MEPP, either completely or with respect to only one or more collective bargaining units. The withdrawal liability would equal the corporation’s proportionate share of the unfunded vested benefits, based on the year in which the withdrawal liability is triggered. The corporation believes that certain of the MEPPs in which we participate have unfunded vested benefits. Due to uncertainty regarding future factors that could trigger withdrawal liability, such as the corporation’s decision to close a plant or the dissolution of a collective bargaining unit, we are unable to determine the amount and timing of the corporation’s future withdrawal liability, if any, or whether the corporation’s participation in these MEPPs could have any material adverse impact on its financial condition, results of operations or liquidity. The corporation’s regular scheduled contributions to MEPPs totaled $48 million in 2008, $47 million in 2007 and $45 million in 2006. The corporation has incurred withdrawal liabilities of approximately $30 million in 2009, and immaterial amounts in 2008 and 2007.

 

  14. Subsequent Event

Approximately 265 million euros of debt that matured in December 2008 was repaid during the second quarter. In January 2009, the corporation’s fiscal third quarter, the company entered into a new 2-year financing arrangement for 285 million euros at EURIBOR plus 1.75%.

 

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Item 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

The following is management’s discussion and analysis of the results of operations for the second quarter and first six months of 2009 compared with the second quarter and first six months of 2008 and a discussion of the changes in financial condition and liquidity during the first six months of 2009. Below is an outline of the analyses included herein:

 

   

Business Overview

 

   

Consolidated Results – Second Quarter and First Six Months of 2009

 

   

Operating Results by Business Segment

 

   

Financial Condition

 

   

Liquidity

 

   

Significant Accounting Policies and Critical Estimates

 

   

Forward-Looking Information

Business Overview

Our Business

Sara Lee is a global manufacturer and marketer of high-quality, brand name products for consumers throughout the world focused primarily in the meats, bakery, beverage, and household products categories. Our brands include Ambi Pur, Ball Park, Douwe Egberts, Hillshire Farm, Jimmy Dean, Kiwi, Sanex, Senseo and our namesake, Sara Lee.

In North America, the company sells a variety of packaged meat products that include hot dogs, corn dogs, breakfast sausages, dinner sausages and deli meats as well as a variety of fresh and frozen baked products and specialty items that include bread, buns, bagels, cakes and cheesecakes. These products are sold through the retail channel to supermarkets, warehouse clubs and national chains. The company also sells a variety of meat, bakery and beverage products to foodservice customers in North America. Internationally, the company sells coffee and tea products in Europe, Brazil, Australia and Asia through both the retail and foodservice channels as well as a variety of bakery and dough products to retail and foodservice customers in Europe and Australia. It also sells body care, air care, shoe care and insecticides to retail customers primarily in the U.S., Europe, India and the Asia Pacific region.

Challenges and Risks

As an international consumer products company, we face certain risks and challenges that impact our business and financial performance. Commodity prices directly impact our business because of their effect on the cost of raw materials used to make our products and the cost of inputs to manufacture, package and ship our products. The commodities we use, including beef, pork, coffee, wheat, corn, corn syrup, soybean and corn oils, butter, sugar and fuel, may experience price volatility due to factors beyond our control. The company’s objective is to be able to offset commodity price increases with pricing actions and to offset any operating costs increases with continuous improvement savings. During the first six months of 2009, the corporation estimates that commodity cost increases of approximately $350 million over the first six months of the prior year, including the impact of commodity derivatives were offset by favorable pricing actions of approximately $345 million.

The company’s business results are also heavily influenced by changes in foreign currency exchange rates. For the most recently completed fiscal year, nearly 50% of net sales and significantly more than 50% of operating segment income were generated outside of the U.S. As a result, changes in foreign currency exchange rates, particularly the European euro, can have a significant impact on the reported results. Changes in foreign currency exchange rates decreased net sales by $72 million and decreased operating income by $7 million for the first six months of 2009.

 

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The company’s international operations also provide a significant portion of the company’s cash flow from operating activities, which is expected to require the company to continue to repatriate a greater portion of cash generated outside of the U.S. The repatriation of these funds has and is expected to continue to result in a higher effective income tax rate and cash tax payments.

The corporation believes that, based on its current cash balance and continued access to financing, the recent turmoil and decreased liquidity in the financial markets will not have a material adverse impact on our liquidity or cash flow. In light of the current credit market instability, however, the corporation has taken certain actions to maintain its liquidity and preserve operating flexibility. Although the corporation continues to regularly access the commercial paper market, it has shortened maturities on its commercial paper and reduced the total amount of its commercial paper that matures each day in response to reduced market liquidity.

The turmoil in the financial markets has led to general economic weakness, which has negatively impacted our business. Continued economic uncertainly may result in increased pressure to reduce the prices for some of our products, limit our ability to increase or maintain prices or lead to a continued shift toward private label products. In addition, certain reporting units of the corporation, especially those carrying significant goodwill balances, could experience reduced profitability which potentially could trigger a goodwill impairment.

Significant Items Affecting Comparability

The reported results for 2009 and 2008 reflect amounts recognized for actions associated with the corporation’s ongoing business transformation program, Project Accelerate and other significant amounts that impact comparability. More information on these costs can be found in Note 6 to the Consolidated Financial Statements, “Exit, Disposal and Transformation/Accelerate Activities.” The nature of these items includes the following:

Exit Activities, Asset and Business Dispositions – These costs are reported on a separate line of the Consolidated Statements of Income. Exit activities primarily relate to charges taken to recognize severance actions approved by the corporation’s management and the exit of leased facilities or other contractual arrangements. Asset and business disposition activities include costs associated with separating businesses targeted for sale, as well as gains and losses associated with the disposition of asset groups that do not qualify for discontinued operations reporting.

Project Accelerate Costs – These include costs associated with the transition of services to an outside third party vendor as part of a business process outsourcing initiative. The initiative includes the outsourcing of a portion of the North American and European finance processing functions, information systems application development and maintenance as well as indirect procurement activities. These costs are recognized in the Consolidated Statements of Income in Selling, General and Administrative Expenses or Cost of Sales. Employee termination costs, lease exit costs and gains or losses on the disposition of assets or asset groupings that do not qualify as discontinued operations associated with these initiatives are reported as part of exit activities, asset and business dispositions.

Business Transformation Costs – These include costs to retain and relocate existing employees, recruit new employees, third-party consulting costs associated with transformation efforts, and amortization costs for new enterprise-wide software. In addition, these costs include incremental depreciation associated with decisions to close facilities at dates sooner than originally anticipated, pursuant to an exit plan. These costs are recognized in the Consolidated Statements of Income in Selling, General and Administrative Expenses or Cost of Sales. Employee termination costs, lease exit costs and gains or losses on the disposition of assets or asset groupings that do not qualify as discontinued operations associated with these initiatives are reported as part of exit activities, asset and business dispositions.

Other Significant Items – The reported results are also impacted by other items that affect comparability. These items may include impairment charges, pension partial withdrawal liability charges, curtailment gains and certain discrete tax matters, which include contingent tax obligation and valuation allowance adjustments and various other tax matters.

 

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Impact of Significant Items on Net Income (Loss) and Diluted Earnings per Share

 

     Quarter ended
December 27, 2008
    Quarter ended
December 29, 2007
 

In millions, except per share data

   Pretax
Impact
    Net
Income
(Loss) (2)
    Diluted EPS
Impact (1)
    Pretax
Impact
    Net
Income
(Loss) (2)
    Diluted
EPS
Impact (1)
 

Net income (loss)

   $ (2 )   $ (17 )   $ (0.02 )   $ 204     $ 182     $ 0.25  
                                                

Significant items affecting comparability of net income (loss):

            

Charges for exit activities, asset and business dispositions:

            

Income from (charges for) exit activities

   $ (40 )   $ (28 )   $ (0.04 )   $ (7 )   $ (5 )   $ (0.01 )

Income from (charges for) business disposition activities

     —         (2 )     —         —         —         —    
                                                

Subtotal

     (40 )     (30 )     (0.04 )     (7 )     (5 )     (0.01 )

Charges to cost of sales:

            

Transformation charges - IT costs

     (1 )     (1 )     —         (2 )     (1 )     —    

Pension partial withdrawal liability charge

     (12 )     (8 )     (0.01 )     —         —         —    

Accelerated depreciation

     —         —         —         (1 )     (1 )     —    

Charges to SG&A expenses:

            

Transformation charges - IT costs

     (4 )     (3 )     —         (10 )     (6 )     (0.01 )

Transformation/Accelerate charges - Other

     (2 )     (1 )     —         —         —         —    

Pension partial withdrawal liability charge

     (18 )     (11 )     (0.02 )     —         —         —    

Impairment charge

     (107 )     (107 )     (0.15 )     —         —         —    
                                                

Impact of significant items on income (loss) before income taxes

     (184 )     (161 )     (0.23 )     (20 )     (13 )     (0.02 )

Significant tax matters affecting comparability:

            

Deferred tax valuation allowance adjustment

     —         —         —         —         37       0.05  

Transformation charges - disc’d. operations (3)

     —         —         —         (1 )     (1 )     —    
                                                

Impact of significant items on net income (loss)

   $ (184 )   $ (161 )   $ (0.23 )   $ (21 )   $ 23     $ 0.03  
                                                

Notes:

(1) EPS amounts are rounded to the nearest $0.01 and may not add to the total.
(2) Taxes computed at applicable statutory rates.
(3) Impact on discontinued operations, which is included in net income (loss).

 

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Impact of Significant Items on Net Income and Diluted Earnings per Share

 

     Six Months ended
December 27, 2008
    Six Months ended
December 29, 2007
 

In millions, except per share data

   Pretax
Impact
    Net
Income (5)
    Diluted EPS
Impact (4)
    Pretax
Impact
    Net
Income (5)
    Diluted
EPS
Impact (4)
 

Net income

   $ 326     $ 213     $ 0.30     $ 469     $ 382     $ 0.53  
                                                

Significant items affecting comparability of net income:

            

Charges for exit activities, asset and business dispositions:

            

Income from (charges for) exit activities

   $ (39 )   $ (28 )   $ (0.04 )   $ (10 )   $ (7 )   $ (0.01 )

Income from (charges for) business disposition activities

     3       —         —         (1 )     (1 )     —    
                                                

Subtotal

     (36 )     (28 )     (0.04 )     (11 )     (8 )     (0.01 )

Charges to cost of sales:

            

Transformation charges - IT costs

     (3 )     (2 )     —         (6 )     (3 )     —    

Accelerated depreciation

     —         —         —         (1 )     (1 )     —    

Curtailment gain

     7       5       0.01       —         —         —    

Pension partial withdrawal liability charge

     (12 )     (8 )     (0.01 )     —         —         —    

Charges to SG&A expenses:

            

Transformation charges - IT costs

     (12 )     (9 )     (0.01 )     (22 )     (14 )     (0.02 )

Transformation/Accelerate charges - Other

     (2 )     (1 )     —         (2 )     (1 )     —    

Curtailment gain

     10       7       0.01       —         —         —    

Pension partial withdrawal liability charge

     (18 )     (11 )     (0.02 )     —         —         —    

Impairment charge

     (107 )     (107 )     (0.15 )     —         —         —    
                                                

Impact of significant items on income before income taxes

     (173 )     (154 )     (0.22 )     (42 )     (27 )     (0.04 )

Significant tax matters affecting comparability:

            

Deferred tax valuation allowance adjustment

     —         —         —         —         37       0.05  

Contingent tax obligation adjustment

     —         —         —         —         14       0.02  

Other tax adjustments

     —         —         —         —         (1 )     —    

Transformation charges - disc’d. operations(6)

     —         —         —         (1 )     (1 )     —    
                                                

Impact of significant items on net income

   $ (173 )   $ (154 )   $ (0.22 )   $ (43 )   $ 22     $ 0.03  
                                                

Notes:

(4) EPS amounts are rounded to the nearest $0.01 and may not add to the total.
(5) Taxes computed at applicable statutory rates.
(6) Impact on discontinued operations, which is included in net income.

 

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Consolidated Results – Second Quarter of 2009 Compared with Second Quarter of 2008

The following table summarizes net sales and operating income for the second quarter of 2009 and 2008 and certain items that affected the comparability of these amounts:

 

     Quarter ended  

Total Corporation Performance (In millions)

   December 27,
2008
    December 29,
2007
    Change     Percent
Change
 

Net sales

   $ 3,340     $ 3,408     $ (68 )   (2.0 )%
                              

Increase / (Decrease) in net sales from:

        

Changes in foreign currency exchange rates

   $ —       $ 190     $ (190 )  

Acquisitions/Dispositions

     9       20       (11 )  
                          

Total

   $ 9     $ 210     $ (201 )  
                          

Operating income

   $ 33     $ 231     $ (198 )   (85.8 )%
                              

Increase / (Decrease) in operating income from:

        

Changes in foreign currency exchange rates

   $ —       $ 22     $ (22 )  

Exit activities, asset and business dispositions

     (40 )     (7 )     (33 )  

Transformation/Accelerate charges

     (7 )     (12 )     5    

Impairment charge

     (107 )     —         (107 )  

Accelerated depreciation

     —         (1 )     1    

Pension partial withdrawal liability charge

     (30 )     —         (30 )  

Acquisitions/dispositions

     5       —         5    
                          

Total

   $ (179 )   $ 2     $ (181 )  
                          

Net Sales

Net sales decreased by $68 million or 2.0%. The weakening of foreign currencies, particularly the European euro, Brazilian real, British pound sterling and Australian dollar decreased reported net sales by $190 million, or 5.9%. Sales were favorably impacted by pricing actions, taken across all business segments to offset increased commodity costs, which increased reported net sales by approximately 5% and a favorable shift in sales mix. These favorable impacts were partially offset by an overall decline in unit volumes of 3.7%. The following table summarizes the components of the percentage change in net sales as compared to the prior year:

Second Quarter 2009

 

Net Sales Changes    Unit
Volumes
    +    Price/
Mix/Other
    +    Acquisitions/
Divestitures
    +    Foreign
Exchange
    =    Net Sales
Change
 

Total Corporation

   (3.7 )%      7.9 %      (0.3 )%      (5.9 )%      (2.0 )%
                                          

Operating Income

Operating income decreased by $198 million, or 85.8%. Of the decrease, $181 million was due to the items summarized in the previous table of operating income results, the most significant of which were a $107 million impairment charge; $22 million of unfavorable impacts related to changes in foreign currency exchange rates; a $30 million charge to recognize a pension partial withdrawal liability and a $33 million increase in exit activities, asset and business disposition charges. The remaining decline in operating income of $17 million, or 7.6%, was primarily due to $23 million of mark-to-market losses on derivative contracts related to commodities in the second quarter of 2009 as compared to $8 million of mark-to-market derivative gains in the second quarter of 2008. In addition, the negative impact of higher commodity and labor costs and lower unit volumes were partially offset by the favorable impact of pricing actions and cost savings from continuous improvement programs. The individual components that impacted operating income are discussed in more detail below.

 

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Gross Margin

Gross margin dollars in the second quarter decreased $95 million over the prior year due to higher commodity, labor and energy costs, changes in foreign currency exchange rates and lower unit volumes, partially offset by the favorable impact of pricing actions and savings from continuous improvement programs. The corporation estimates that commodity cost increases of approximately $135 million in the second quarter of 2009 versus the second quarter of 2008, including the impact of commodity derivatives, were offset by favorable pricing actions of approximately $165 million. The gross margin percent in the second quarter of 2009 declined 2.1%, from 37.9% in the second quarter of 2008 to 35.8% in the second quarter of 2009 due to the negative impact of higher commodity costs.

Selling, General and Administrative Expenses

 

     Quarter ended  

(In millions)

   December 27,
2008
   December 29,
2007
    Change     Percent
Change
 

SG&A expenses in the business segment results:

         

Media advertising and promotion

   $ 144    $ 175     $ (31 )   (18.0 )%

Other

     767      806       (39 )   (4.7 )
                             

Total business segments

     911      981       (70 )   (7.1 )

Amortization of identifiable intangibles

     15      16       (1 )   (6.0 )

General corporate expenses:

         

Other

     74      59       15     25.2  

Mark-to-market derivative (gains) / losses

     17      (2 )     19     NM  
                             

Total SG&A Expenses

   $ 1,017    $ 1,054     $ (37 )   (3.5 )%
                             

Selling, general and administrative (SG&A) expenses decreased by $37 million, or 3.5%. Measured as a percent of sales, SG&A expenses decreased from 30.9% in 2008 to 30.4% in 2009. Changes in foreign currency exchange rates decreased SG&A costs by $61 million, or 5.9%. The remaining increase in SG&A expenses is $24 million, or 2.4%. SG&A expenses in the business segments decreased by $70 million, or 7.1%, due to the change in foreign currencies, a reduction in media advertising and promotion (MAP) spending, and the impact of cost containment actions partially offset by an $18 million charge related to a pension partial withdrawal liability. Other general corporate expenses increased $15 million versus the prior year due to an increase in employee benefit costs and increased professional fees for consulting and special project work. Derivative losses were $17 million in 2009 versus gains of $2 million in 2008, due to mark-to-market losses incurred on commodity related derivative contracts primarily related to energy.

Transformation/Accelerate Actions, Impairment Charges, Exit Activities and Other Significant Items

The reported results for the second quarter of 2009 and 2008 reflect amounts recognized for actions associated with the corporation’s ongoing business transformation and Project Accelerate programs and other exit and disposal actions. The expense related to exit activities, asset and business dispositions was $40 million in the second quarter of 2009 versus $7 million in the second quarter of 2008. As discussed in Note 6 to the financial statements, “Exit, Disposal and Transformation/Accelerate Activities,” $41 million of the charge in 2009 relates to the planned termination of 438 employees related to both European and North American operations as part of Project Accelerate.

Transformation costs related to information technology were down $7 million primarily due to a reduction in costs related to the implementation of new information technology systems. The transformation – IT costs in the second quarter of 2009 include $5 million of computer software amortization expense related to systems that were put into use in 2008. The total amortization expense for the year is expected to be $22 million.

 

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The corporation recognized a $107 million impairment charge in the second quarter of 2009 related to goodwill associated with the foodservice beverage reporting unit. In the second quarter of 2009, the corporation determined that the carrying amount of its foodservice beverage reporting unit, which is reported in the North American Foodservice segment, exceeded its fair value. Management compared the implied fair value of the goodwill in the reporting unit with the carrying value and concluded that a $107 million impairment charge needed to be recognized. The impairment loss recognized equaled the entire remaining amount of goodwill in the foodservice beverage reporting unit. No tax benefit will be recognized on the goodwill impairment loss. For further information, see Note 5 to the Consolidated Financial Statements, “Impairment Review and Goodwill.”

These actions are more fully described in the Exit, Disposal and Transformation/Accelerate Activities and Impairment Review and Goodwill Notes to the Consolidated Financial Statements.

Net Interest Expense

Net interest expense in the second quarter of 2009 was $35 million, an increase of $8 million over the second quarter of the prior year. Interest expense decreased by $7 million due to the repayment of debt using proceeds from prior business dispositions and cash on hand, while interest income declined by $15 million due to lower cash and cash equivalents.

Income Tax Expense

Note 12 to the Consolidated Financial Statements provides a detailed explanation of the determination of the interim tax provision.

The following table sets out the tax expense and effective tax rate for the corporation:

 

     Second Quarter  

(In millions)

   2009     2008  

Income (loss) before income taxes

   $ (2 )   $ 204  

Income tax expense

     15       22  

Effective tax rate

     (523.4 )%     10.7 %

In the second quarter of 2009, the corporation recognized tax expense of $15 million on pretax loss of $2 million, or a negative effective tax rate of (523.4)%. The tax rate was impacted by various discrete tax items, none of which were material individually or in the aggregate. The corporation’s effective tax rate was also impacted by the recognition of a $107 million non-deductible goodwill impairment charge. The estimated annual effective tax rate related to ordinary income for fiscal 2009 includes an annual charge of $61 million to repatriate a portion of 2009 foreign earnings. This estimated charge increased the estimated annual effective tax rate in the second quarter by approximately 8%.

In the second quarter of 2008, the corporation recognized tax expense of $22 million on pretax income of $204 million, or an effective tax rate of 10.7%. The tax rate in the quarter was impacted by a $37 million tax benefit related to the reversal of valuation allowances on the German net deferred tax assets. The corporation determined that a valuation allowance was no longer necessary due to the recent and projected profitability of the German operations.

Net Income and Diluted Earnings per Share (EPS)

In the second quarter of 2009, the corporation reported a net loss of $17 million versus $182 million of net income in the comparable period of the prior year. The $199 million decline was due to the $198 million decrease in operating income on a year over year basis partially offset by a $7 million reduction in income taxes. Diluted EPS decreased from $0.25 per share in the second quarter of 2008 to a loss of $0.02 per share in the second quarter of 2009. Diluted EPS were impacted by lower average shares outstanding during the second quarter of 2009 than during the second quarter of 2008. The lower average shares are due to the corporation’s ongoing share repurchase program under which the corporation repurchased a total of 17.5 million shares subsequent to the end of the second quarter of 2008.

 

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Consolidated Results – First Six Months of 2009 Compared with First Six Months of 2008

The following table summarizes net sales and operating income for the first six months of 2009 and 2008 and certain items that affected the comparability of these amounts:

 

     Six Months ended  

Total Corporation Performance (In millions)

   December 27,
2008
    December 29,
2007
    Change     Percent
Change
 

Net sales

   $ 6,689     $ 6,462     $ 227     3.5 %
                              

Increase / (Decrease) in net sales from:

        

Changes in foreign currency exchange rates

   $ —       $ 72     $ (72 )  

Acquisitions/Dispositions

     9       29       (20 )  
                          

Total

   $ 9     $ 101     $ (92 )  
                          

Operating income

   $ 386     $ 524     $ (138 )   (26.4 )%
                              

Increase / (Decrease) in operating income from:

        

Contingent sales proceeds

   $ 150     $ 130     $ 20    

Changes in foreign currency exchange rates

     —         7       (7 )  

Exit activities, asset and business dispositions

     (36 )     (11 )     (25 )  

Transformation/Accelerate charges

     (17 )     (30 )     13    

Impairment charge

     (107 )     —         (107 )  

Accelerated depreciation

     —         (1 )     1    

Curtailment gain

     17       —         17    

Pension partial withdrawal liability charge

     (30 )     —         (30 )  

Acquisitions/dispositions

     5       —         5    
                          

Total

   $ (18 )   $ 95     $ (113 )  
                          

Net Sales

Net sales increased by $227 million or 3.5%. Changes in foreign currency exchange rates, particularly the British pound, Australian dollar, Indian rupee and the Brazilian real, decreased reported net sales by $72 million, or 1.2%. Sales were favorably impacted by pricing actions, taken across all business segments to offset higher commodity costs, which increased reported net sales by approximately $340 million or 5% and an improved sales mix. These favorable impacts were partially offset by an overall decline in unit volumes of 1.9%. The following table summarizes the components of the percentage change in net sales as compared to the prior year:

First Six Months 2009

 

Net Sales Changes    Unit
Volumes
    +    Price/
Mix/Other
    +    Acquisitions/
Divestitures
    +    Foreign
Exchange
    =    Net Sales
Change
 

Total Corporation

   (1.9 )%      6.9 %      (0.3 )%      (1.2 )%      3.5 %
                                          

Operating Income

Operating income decreased by $138 million, or 26.4%. Of the decrease, $113 million was due to the items summarized in the previous table of operating income results, the most significant of which were a $107 million impairment charge; a $30 million charge for a pension partial withdrawal liability; a $25 million increase in charges related to exit activities, asset and business dispositions and a $7 million unfavorable impact related to changes in foreign currency exchange rates; partially offset by a $20 million increase in the contingent sale proceeds related to the disposition of the tobacco operations, resulting from a change in foreign currency exchange rates, and a $17 million gain related to the curtailment of a postretirement health care benefit plan. The remaining decline in operating income of $25 million, or 5.9%, was primarily due to $58 million of mark-to-market losses on derivative

 

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contracts related to commodities in the first six months of 2009 as compared to $10 million of mark-to-market derivative gains in the first six months of 2008. The mark-to-market losses were offset by the favorable impact of the net sales increase previously mentioned along with cost savings from continuous improvement programs. The individual components that impacted operating income are discussed in more detail below.

Gross Margin

Gross margin dollars for the first six months of 2009 decreased $12 million over the prior year due to higher commodity, labor and energy costs, changes in foreign currency exchange rates and lower unit volumes, partially offset by the favorable impact of pricing actions and savings from continuous improvement programs. The corporation estimates that commodity cost increases of approximately $310 million in the first six months of 2009 versus the first six months of 2008, including the impact of commodity derivatives, were offset by favorable pricing actions of approximately $345 million. The gross margin percent in the first six months of 2009 declined 1.5%, from 37.9% in the first six months of 2008 to 36.4% in the first six months of 2009 due to the negative impact of higher commodity costs.

Selling, General and Administrative Expenses

 

     Six Months ended  

(In millions)

   December 27,
2008
   December 29,
2007
    Change     Percent
Change
 

SG&A expenses in the business segment results:

         

Media advertising and promotion

   $ 290    $ 323     $ (33 )   (10.5 )%

Other

     1,560      1,569       (9 )   (0.5 )
                             

Total business segments

     1,850      1,892       (42 )   (2.2 )

Amortization of identifiable intangibles

     32      32       —       (0.6 )

General corporate expenses:

         

Other

     137      123       14     11.2  

Mark-to-market derivative (gains) / losses

     39      (3 )     42     NM  
                             

Total SG&A Expenses

   $ 2,058    $ 2,044     $ 14     0.6 %
                             

Selling, general and administrative (SG&A) expenses increased by $14 million, or 0.6%. Measured as a percent of sales, SG&A expenses decreased from 31.6% in 2008 to 30.8% in 2009. Changes in foreign currency exchange rates decreased SG&A costs by $24 million, or 1.2%. The remaining increase in SG&A expenses is $38 million, or 1.8%. SG&A expenses in the business segments decreased by $42 million, or 2.2%, due to a $33 million reduction in media advertising and promotion expenses, changes in foreign currency exchange rates and the favorable impact of cost containment efforts. Other general corporate expenses increased $14 million versus the prior year due to higher employee benefit costs, higher insurance costs and increased professional fees for consulting and special project work. Derivative losses were $39 million in 2009 versus gains of $3 million in 2008, due to mark-to-market losses incurred on commodity related derivative contracts primarily related to energy.

Transformation/Accelerate Actions, Impairment Charges, Exit Activities and Other Significant Items

The reported results for the first six months of 2009 and 2008 reflect amounts recognized for actions associated with the corporation’s ongoing business transformation and Project Accelerate programs and other exit and disposal actions. The expense related to exit activities, asset and business dispositions was $36 million the first six months of 2009 versus $11 million in the first six months of 2008. As discussed in Note 6 to the financial statements, “Exit, Disposal and Transformation/Accelerate Activities,” $41 million of the charge in 2009 relates to the planned termination of 438 employees related to both European and North American operations as part of Project Accelerate. The charge is partially offset by a gain on the sale of a sauces and dressings business.

Transformation costs related to information technology were down $13 million primarily due to a reduction in costs related to the implementation of new information technology systems. The transformation – IT costs in the first six months of 2009 include $11 million of computer software amortization expense related to systems that were put into use in 2008. The total amortization expense for the year is expected to be $22 million.

 

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The corporation recognized a $107 million impairment charge in the second quarter of 2009 related to goodwill associated with the foodservice beverage reporting unit. The corporation determined that the carrying amount of its foodservice beverage reporting unit, which is reported in the North American Foodservice segment, exceeded its fair value. Management compared the implied fair value of the goodwill in the reporting unit with the carrying value and concluded that an impairment charge needed to be recognized. No tax benefit will be recognized on the goodwill impairment loss.

These actions are more fully described in the Exit, Disposal and Transformation/Accelerate Activities and Impairment and Goodwill Notes to the Consolidated Financial Statements.

Receipt of Contingent Sale Proceeds

The corporation sold its European cut tobacco business in 1999. Under the terms of that agreement, the corporation will receive an annual cash payment of 95 million euros. The 2009 annual payment was equivalent to $150 million and the 2008 annual payment was equivalent to $130 million based upon the respective exchange rates on the dates of receipt. The amount received in 2008 increased diluted earnings per share by $0.18 and the amount received in 2009 is expected to increase diluted earnings per share by $0.21.

Net Interest Expense

Net interest expense in the first six months of 2009 was $60 million, an increase of $5 million over the first six months of the prior year. Interest expense declined by $14 million due to the repayment of debt using proceeds from prior business dispositions and cash on hand, while interest income declined by $19 million due to lower cash and cash equivalents.

Income Tax Expense

Note 12 to the Consolidated Financial Statements provides a detailed explanation of the determination of the interim tax provision.

The following table sets out the tax expense and effective tax rate for the corporation:

 

     First Six Months  

(In millions)

   2009     2008  

Income before income taxes

   $ 326     $ 469  

Income tax expense

     113       87  

Effective tax rate

     34.6 %     18.5 %

In the first six months of 2009, the corporation recognized tax expense on continuing operations of $113 million on pretax income of $326 million, or an effective tax rate of 34.6%. The tax expense and related effective tax rate on continuing operations was determined by applying the 34.0% estimated annual tax rate to pretax earnings and recognizing the impact of various discrete tax items, none of which were material individually or in the aggregate. The estimated annual effective tax rate on ordinary income includes an annual charge of $61 million to repatriate a portion of 2009 foreign earnings. This estimated charge increased the estimated annual effective tax rate in the first six months by approximately 8%. The corporation’s effective tax rate was also impacted by the recognition of a $107 million non-deductible goodwill impairment charge, which caused the estimated annual effective tax rate to increase from 30.0% to 34.0%.

In the first six months of 2008, the corporation recognized tax expense on continuing operations of $87 million on pretax income of $469 million, or an effective tax rate of 18.5%. The tax expense and related effective tax rate on continuing operations was determined by applying the 29.3% estimated annual effective tax rate to pretax earnings and recognizing the impact of $50 million of benefits related to discrete items. These benefits include the reversal of $37 million of valuation allowances on the German net deferred tax assets. The corporation determined that a valuation allowance is no longer necessary due to the recent and projected

 

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profitability of the German operations. The remaining $13 million of tax benefits relate to tax rate and tax law changes and the finalization of tax audits and reviews. The estimated annual effective tax rate on ordinary income for the first six months of 2008 was 29.3%, which includes an annual charge of $108 million to repatriate a portion of 2008 foreign earnings. This estimated change increases the estimated annual effective tax rate by approximately 11%.

Net Income and Diluted Earnings per Share (EPS)

Net income in the first six months of 2009 was $213 million versus $382 million in the comparable period of the prior year. The $169 million decrease was due to a $138 million decline in operating income year over year, a $5 million increase in net interest expense as well as a $26 million increase in income taxes. Diluted EPS decreased from $0.53 per share in the first six months of 2008 to $0.30 per share in the first six months of 2009. Diluted EPS were favorably impacted by lower average shares outstanding during the first six months of 2009 than during the first six months of 2008. The lower average shares are due to the corporation’s ongoing share repurchase program under which the corporation repurchased a total of 17.5 million shares subsequent to the end of the first six months of 2008.

Operating Results by Business Segment

Beginning in fiscal 2009, the corporation implemented certain changes to its North American organizational structure that primarily involved the transfers of (i) the frozen bakery and beverage (Senseo) operations from the North American Retail Bakery segment into the North American Retail Meats segment, and (ii) a small component of the Foodservice meats operation into the North American Retail Meats segment. As a result of this reorganization, the three North American segments have been renamed as follows – North American Retail (previously named North American Retail Meats), North American Fresh Bakery (previously North American Retail Bakery) and North American Foodservice (previously Foodservice). The changes did not impact the international segments and did not have a material impact on the segment assets of the North American operations. The corporation has revised the name of the Household and Body Care segment to International Household and Body Care. Segment information has been revised to be consistent with the new basis of presentation.

The corporation uses derivative financial instruments to manage its exposure to commodity prices. A commodity derivative not declared a hedge in accordance with SFAS 133, “Accounting for Derivative Instruments and Hedging Activities,” is accounted for under mark-to-market accounting with changes in fair value recorded in the Consolidated Statements of Income. Prior to 2009, gains and losses on unrealized commodity derivatives accounted for under mark-to-market accounting were included in segment operating income. In 2009, the corporation now includes these mark-to-market gains and losses in general corporate expenses until such time that the exposure being hedged affects the earnings of the business segment. At that time, the cumulative gain or loss previously recorded in general corporate expenses for the derivative instrument will be reclassified into the business segment’s results. Segment information has been revised to be consistent with the new basis of presentation.

Net sales by business segment for the second quarter and first six months of 2009 and 2008 are as follows:

 

     Net Sales  
     Quarter ended     Six Months ended  

(In millions)

   December 27,
2008
    December 29,
2007
    December 27,
2008
    December 29,
2007
 

North American Retail

   $ 746     $ 688     $ 1,426     $ 1,303  

North American Fresh Bakery

     539       488       1,110       975  

North American Foodservice

     614       611       1,151       1,127  

International Beverage

     765       821       1,544       1,527  

International Bakery

     196       234       425       455  

International Household and Body Care

     490       582       1,052       1,103  
                                

Total business segments

     3,350       3,424       6,708       6,490  

Intersegment sales

     (10 )     (16 )     (19 )     (28 )
                                

Net sales

   $ 3,340     $ 3,408     $ 6,689     $ 6,462  
                                

 

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Income (loss) before income taxes for second quarter and first six months of 2009 and 2008 are as follows:

 

     Income (Loss) Before Income Taxes  
     Quarter ended     Six Months ended  

(In millions)

   December 27,
2008
    December 29,
2007
    December 27,
2008
    December 29,
2007
 

North American Retail

   $ 74     $ 46     $ 131     $ 65  

North American Fresh Bakery

     (14 )     3       5       17  

North American Foodservice

     (43 )     53       (13 )     74  

International Beverage

     107       125       248       246  

International Bakery

     (19 )     9       (4 )     22  

International Household and Body Care

     45       64       103       121  
                                

Total operating segment income

     150       300       470       545  

Amortization of intangibles

     (15 )     (16 )     (32 )     (32 )

General corporate expenses:

        

Other

     (79 )     (61 )     (144 )     (129 )

Mark-to-market derivative gains/(losses)

     (23 )     8       (58 )     10  

Contingent sale proceeds

     —         —         150       130  
                                

Total operating income

     33       231       386       524  

Net interest expense

     (35 )     (27 )     (60 )     (55 )
                                

Income (loss) before income taxes

   $ (2 )   $ 204     $ 326     $ 469  
                                

The following tables illustrate the components of the change in net sales versus the prior year for each business segment and the total corporation:

Second Quarter 2009

 

Net Sales Changes    Unit
Volumes
    +    Price/
Mix/Other
    +    Acquisitions/
Divestitures
    +    Foreign
Exchange
    =    Net Sales
Change
 

North American Retail

   (2.5 )%      10.9 %      —   %      —   %      8.4 %

North American Fresh Bakery

   3.1        7.5        —          —          10.6  

North American Foodservice

   (4.5 )      7.5        (2.2 )      (0.3 )      0.5  

International Beverage

   (6.9 )      11.0        0.7        (11.7 )      (6.9 )

International Bakery

   (11.2 )      6.3        (1.4 )      (10.1 )      (16.4 )

Int’l Household and Body Care

   (3.2 )      (0.7 )      —          (11.8 )      (15.7 )
                                          

Total Continuing Business

   (3.7 )%      7.9 %      (0.3 )%      (5.9 )%      (2.0 )%
                                          
First Six Months 2009  
Net Sales Changes    Unit
Volumes
    +    Price/
Mix/Other
    +    Acquisitions/
Divestitures
    +    Foreign
Exchange
    =    Net Sales
Change
 

North American Retail

   (0.2 )%      9.7 %      —   %      —   %      9.5 %

North American Fresh Bakery

   4.9        8.9        —          —          13.8  

North American Foodservice

   (2.9 )      6.8        (1.6 )      (0.2 )      2.1  

International Beverage

   (5.9 )      8.0        0.3        (1.3 )      1.1  

International Bakery

   (11.4 )      7.2        (1.5 )      (0.8 )      (6.5 )

Int’l Household and Body Care

   (0.3 )      (0.1 )      —          (4.2 )      (4.6 )
                                          

Total Continuing Business

   (1.9 )%      6.9 %      (0.3 )%      (1.2 )%      3.5 %
                                          

 

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Table of Contents

The following tables summarize the operating segment net sales and operating income for 2009 and 2008 and certain items that affected the comparability of these amounts:

North American Retail

 

     Quarter Ended     Six Months Ended  

(In millions)

   Dec. 27,
2008
    Dec. 29,
2007
    Change    Percent
Change
    Dec. 27,
2008
    Dec. 29,
2007
    Change    Percent
Change
 

Net Sales

   $ 746     $ 688     $ 58    8.4 %   $ 1,426     $ 1,303     $ 123    9.5 %
                                                          

Operating segment income

   $ 74     $ 46     $ 28    61.5 %   $ 131     $ 65     $ 66    NM  %
                                                          

Increase/(decrease) in operating segment income from

                  

Exit activities, asset and business dispositions

   $ —       $ —       $ —        $ 1     $ —       $ 1   

Transformation/Accelerate charges

     —         —         —          —         (2 )     2   
                                                  

Total

   $ —       $ —       $ —        $ 1     $ (2 )   $ 3   
                                                  

Gross margin %

     28.2 %     28.4 %      (0.2 )%     27.9 %     27.3 %      0.6 %
                                                  

Second Quarter –

Net sales increased by $58 million, or 8.4%. Sales increased as a result of positive pricing actions to offset higher commodity and other raw material costs, which increased net sales by approximately 7%, and an improved sales mix. The improved sales mix related to a shift to higher priced branded lunchmeats and breakfast sausages. These favorable impacts on sales were partially offset by a decline in unit volumes. Unit volumes decreased 2.5% due to volume declines in frozen bakery, commodity products and retail deli meats partially offset by volume growth in breakfast sausage, corn dogs, and sliced meats.

Operating segment income increased by $28 million, or 61.5%. The increase in operating segment income was due to the favorable impact of pricing actions; a reduction in MAP spending; an improved product mix; and savings from continuous improvement programs; which were partially offset by higher commodity, labor, and fuel costs; and lower unit volumes.

First Six Months

Net sales increased by $123 million, or 9.5%. Positive pricing actions to offset higher commodity and other raw material costs increased net sales by approximately 7%. The increase in net sales was also driven by an improved sales mix. The improved sales mix related to a shift to higher priced branded lunchmeats and breakfast sausages. Unit volumes were virtually flat, declining 0.2%, as volume growth in hot dogs, corn dogs, smoked sausage, breakfast sausage, and sliced meats were offset by declines in frozen bakery, commodity and retail deli meat products.

Operating segment income increased by $66 million. The net impact of the change in exit activities, asset and business dispositions and transformation/Accelerate charges increased operating segment income by $3 million. The remaining operating segment income increase of $63 million was due to the favorable impact of pricing actions; a reduction in MAP spending; savings from continuous improvement programs; and an improved product mix; which were partially offset by higher commodity, labor and fuel costs.

 

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North American Fresh Bakery

 

     Quarter Ended     Six Months Ended  

(In millions)

   Dec. 27,
2008
    Dec. 29,
2007
    Change     Percent
Change
    Dec. 27,
2008
    Dec. 29,
2007
    Change     Percent
Change
 

Net Sales

   $ 539     $ 488     $ 51     10.6 %   $ 1,110     $ 975     $ 135     13.8 %
                                                            

Operating segment income (loss)

   $ (14 )   $ 3     $ (17 )   NM  %   $ 5     $ 17     $ (12 )   (71.3 )%
                                                            

Increase/(decrease) in operating segment income from:

                

Pension partial withdrawal liability charge

   $ (30 )   $ —       $ (30 )     $ (30 )   $ —       $ (30 )  
                                                    

Gross margin %

     43.7 %     45.5 %     (1.8 )%     44.5 %     46.9 %     (2.4 )%
                                                

Second Quarter

Net sales increased by $51 million, or 10.6%. The increase in net sales was primarily attributable to positive pricing actions to cover higher wheat and other input costs, which increased net sales by approximately 8%, and an increase in unit volumes. Unit volumes increased 3.1% due to higher unit volumes for both branded and non-branded fresh bakery products offsetting a decline in restaurants and institutional volume. The increase in branded products was due in part to increased advertising and promotional activity. The increase in non-branded unit volumes was due to some existing customers shifting to private label and a net gain in new private label customers versus the prior year.

Operating segment income decreased by $17 million. Operating segment income was negatively impacted by a $30 million charge to recognize a partial withdrawal liability related to a multi-employer pension plan. The remaining operating segment income increase of $13 million was attributable to the benefit of price increases, unit volume gains, and savings from continuous improvement programs. These increases were partially offset by higher costs for key ingredients and wages, an unfavorable sales mix shift to lower margin products and higher SG&A costs driven by higher sales commissions and higher labor and other employee benefit costs.

First Six Months

Net sales increased by $135 million, or 13.8%. The increase in net sales was primarily attributable to positive pricing actions to cover higher wheat and other input costs, which increased net sales by approximately 9% , and an increase in unit volumes. Unit volumes increased 4.9% due to higher unit volumes for both branded and non-branded fresh bakery products. The increase in branded products was due in part to promotional activity as well as a strong holiday season. The increase in non-branded unit volumes was due to some existing customers shifting to private label and a net gain in new private label customers versus the prior year.

Operating segment income decreased by $12 million, or 71.3%. Operating segment income was negatively impacted by a $30 million charge to recognize a partial withdrawal liability related to a multi-employer pension plan. The remaining operating segment income increase of $18 million was attributable to the benefit of price increases, unit volume gains, and savings from continuous improvement programs. These increases were partially offset by higher costs for key ingredients and wages, an unfavorable sales mix shift to lower margin products and higher SG&A costs driven by higher sales commissions and higher labor, other employee benefits and fuel costs.

 

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Table of Contents

North American Foodservice

 

     Quarter Ended     Six Months Ended  

(In millions)

   Dec. 27,
2008
    Dec. 29,
2007
    Change     Percent
Change
    Dec. 27,
2008
    Dec. 29,
2007
    Change     Percent
Change
 

Net Sales

   $ 614     $ 611     $ 3     0.5 %   $ 1,151     $ 1,127     $ 24     2.1 %
                                                            

Increase / (decrease) in net sales from

                

Changes in foreign currency exchange rates

   $ —       $ 2     $ (2 )     $ —       $ 2     $ (2 )  

Disposition

     —         13       (13 )       —         17       (17 )  
                                                    

Total

   $ —