8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 9, 2012

The Hillshire Brands Company

(Exact name of registrant as specified in charter)

Maryland	1-3344	36-2089049
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

3500 Lacey Road, Downers Grove, Illinois 60515

(Address of principal executive offices)

Registrant’s telephone number, including area code: (630) 598-6000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On June 28, 2012, The Hillshire Brands Company (“Hillshire Brands” or the “company”), formerly named Sara Lee Corporation, completed the previously disclosed spin-off of its international coffee and tea business into an independent public company named D.E MASTER BLENDERS 1753, N.V. On July 5, 2012, Hillshire Brands filed a Current Report on Form 8-K to disclose certain historical financial information on a pro forma basis, reflecting the spin-off of D.E MASTER BLENDERS. The July 5, 2012 Form 8-K contained unaudited pro forma consolidated income statements of the company for the nine months ended March 31, 2012 and each of the three years ended July 2, 2011, July 3, 2010 and June 27, 2009, and unaudited pro forma condensed consolidated balance sheet of the company dated as of March 31, 2012. Hillshire Brands is filing this Current Report on Form 8-K to disclose its reported financial results for fiscal 2012 and 2011 (through operating segment income) reflecting the D.E MASTER BLENDERS business as discontinued operations and to reflect several changes to the composition of two of Hillshire Brands’ business segments.

Discontinued Operations

Upon completion of the spin-off of D.E MASTER BLENDERS 1753, N.V., Hillshire Brands classified the historical results of this spun-off business as discontinued operations beginning in the fourth quarter of fiscal 2012. The unaudited financial schedules attached as Exhibit 99 and incorporated herein by reference show Hillshire Brands’ revised financial results for net sales and operating segment income after reflecting the results of the international coffee and tea business as discontinued operations for fiscal 2012 and 2011 on a quarterly and full year basis.

Continuing Operations

Hillshire Brands has renamed its two North American business segments. The retail segment, which was formerly referred to as “North American Retail” has been renamed “Retail”. The foodservice segment, which was formerly referred to as “North American Foodservice and Specialty Meats” has been renamed “Foodservice/Other.” The third segment continues to be named “Australian Bakery.”

The company also has slightly modified the composition of two of its segments. The results for the company’s Aidells gourmet sausage business and the Gallo Salame business are now being reported as part of the Retail segment for all periods presented. Previously, these businesses were reported under the Foodservice/Other segment. In addition, the results for the company’s hog, commodity pork and commodity turkey operations and Senseo business (which was exited in March 2012) are now being reported as part of the Foodservice/Other business segment for all periods presented. Previously, these businesses were being reported under the Retail business segment.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99 Financial Schedules

SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 9, 2012

THE HILLSHIRE BRANDS COMPANY
By:	/s/ William J. Kelley Jr.
	William J. Kelley Jr.
	Senior Vice President, Controller and Chief Accounting Officer

EXHIBIT INDEX

Exhibit No.	Description
99	Financial Schedules

EX-99

Exhibit 99

Total Business Segments

	Fiscal 2012
In millions	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Total Year
Net Sales—Total Business Segments	$	1,029		$	1,090		$	965		$	1,016		$	4,100
Intercompany elimination		4			2			—			—			6
		1,025			1,088			965			1,016			4,094
Less:
Dispositions		34			18			3			—			55
Adjusted net sales (1)	$	991		$	1,070		$	962		$	1,016		$	4,039
Operating segment income	$	71		$	117		$	87		$	76		$	351
Less: Increase/(decrease) in operating segment income from:
Dispositions		4			3			1			—			8
Restructuring actions		(9	)		(1	)		—			(11	)		(21	)
Accelerated depreciation		(6	)		(6	)		(7	)		(5	)		(24	)
Pension curtailment/withdrawal/other		—			—			—			(8	)		(8	)
Adjusted operating segment income (1)	$	82		$	121		$	93		$	100		$	396
	Fiscal 2011
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Total Year
Net Sales—Total Business Segments	$	1,005		$	1,066		$	942		$	1,018		$	4,031
Intercompany elimination		3			4			3			2			12
		1,002			1,062			939			1,016			4,019
Less:
Dispositions		36			35			32			32			135
Adjusted net sales (1)	$	966		$	1,027		$	907		$	984		$	3,884
Operating segment income	$	85		$	121		$	103		$	77		$	386
Less: Increase/(decrease) in operating segment income from:
Dispositions		1			—			1			1			3
Restructuring actions		(1	)		—			(2	)		(11	)		(14	)
Accelerated depreciation		(2	)		—			—			—			(2	)
Impairment charges		—			—			—			(15	)		(15	)
Adjusted operating segment income (1)	$	87		$	121		$	104		$	102		$	414

(1) Adjusted net sales and Adjusted operating segment income are non-GAAP financial measures. See detailed explanation of these non-GAAP measures at the end of this report.

Retail

	Fiscal 2012
In millions	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Total Year
Net Sales	$	698		$	761		$	691		$	734		$	2,884
Adjusted net sales (1)	$	698		$	761		$	691		$	734		$	2,884
Operating segment income	$	44		$	85		$	73		$	72		$	274
Less: Increase/(decrease) in operating segment income from:
Restructuring actions		(8	)		—			—			(6	)		(14	)
Accelerated depreciation		(6	)		(6	)		(6	)		(2	)		(20	)
Pension curtailment/withdrawal/other		—			—			—			(5	)		(5	)
Adjusted operating segment income (1)	$	58		$	91		$	79		$	85		$	313
	Fiscal 2011
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Total Year
Net Sales	$	681		$	730		$	651		$	698		$	2,760
Adjusted net sales (1)	$	681		$	730		$	651		$	698		$	2,760
Operating segment income	$	59		$	87		$	84		$	73		$	303
Less: Increase/(decrease) in operating segment income from:
Restructuring actions		(1	)		—			(1	)		(9	)		(11	)
Adjusted operating segment income (1)	$	60		$	87		$	85		$	82		$	314

Foodservice/Other

	Fiscal 2012
In millions	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Total Year
Net Sales	$	293		$	294		$	244		$	249		$	1,080
Less:
Dispositions		34			18			3			—			55
Adjusted net sales (1)	$	259		$	276		$	241		$	249		$	1,025
Operating segment income	$	25		$	29		$	16		$	9		$	79
Less: Increase/(decrease) in operating segment income from:
Dispositions		4			3			1			—			8
Restructuring actions		(1	)		(1	)		—			(2	)		(4	)
Accelerated depreciation		—			—			(1	)		(3	)		(4	)
Adjusted operating segment income (1)	$	22		$	27		$	16		$	14		$	79
	Fiscal 2011
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Total Year
Net Sales	$	288		$	301		$	262		$	285		$	1,136
Less:
Dispositions		36			35			32			32			135
Adjusted net sales (1)	$	252		$	266		$	230		$	253		$	1,001
Operating segment income	$	24		$	35		$	19		$	7		$	85
Less: Increase/(decrease) in operating segment income from:
Dispositions		1			—			1			1			3
Restructuring actions		—			—			(1	)		(2	)		(3	)
Accelerated depreciation		(2	)		—			—			—			(2	)
Impairment charges		—			—			—			(15	)		(15	)
Adjusted operating segment income (1)	$	25		$	35		$	19		$	23		$	102

(1) Adjusted net sales and Adjusted operating segment income are non-GAAP financial measures. See detailed explanation of these non-GAAP measures at the end of this report.

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Australian Bakery

	Fiscal 2012
In millions	First Quarter		Second Quarter			Third Quarter			Fourth Quarter			Total Year
Net Sales	$	38	$	35		$	30		$	33		$	136
Adjusted net sales (1)	$	38	$	35		$	30		$	33		$	136
Operating segment income	$	2	$	3		$	(2	)	$	(5	)	$	(2	)
Less: Increase/(decrease) in operating segment income from:
Restructuring actions		—		—			—			(3	)		(3	)
Pension curtailment/withdrawal/other		—		—			—			(3	)		(3	)
Adjusted operating segment income (1)	$	2	$	3		$	(2	)	$	1		$	4
	Fiscal 2011
	First Quarter		Second Quarter			Third Quarter			Fourth Quarter			Total Year
Net Sales	$	36	$	35		$	29		$	35		$	135
Adjusted net sales (1)	$	36	$	35		$	29		$	35		$	135
Operating segment income	$	2	$	(1	)	$	—		$	(3	)	$	(2	)
Adjusted operating segment income (1)	$	2	$	(1	)	$	—		$	(3	)	$	(2	)

(1) Adjusted net sales and Adjusted operating segment income are non-GAAP financial measures. See detailed explanation of these non-GAAP measures at the end of this report.

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Explanation of Non-GAAP Financial Measures

Management measures and reports Hillshire Brands’ financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). In this report, Hillshire Brands highlights certain items that have significantly impacted the company’s financial results and uses several non-GAAP financial measures to help investors understand the financial impact of these significant items.

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

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

In addition, investors frequently have requested information from management regarding the impact of significant items. Management believes, based on feedback it has received during earnings calls and discussions with investors, that these non-GAAP measures enhance investors’ ability to assess Hillshire Brands’ historical and project future financial performance. Management also uses certain of these non-GAAP financial measures, in conjunction with the GAAP financial measures, to understand, manage and evaluate our businesses, in planning for and forecasting financial results for future periods, and as one factor in determining achievement of incentive compensation. Two of the three performance measures under Hillshire Brands’ annual incentive plan are net sales and operating income, which are the reported amounts as adjusted for significant items and possibly other items. Operating income, as adjusted for significant items, also may be used as a component of Hillshire Brands’ long-term incentive plans. Many of the significant items will recur in future periods; however, the amount and frequency of each significant item varies from period to period.

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

“Adjusted net sales” for continuing operations excludes from net sales as reported the impact of businesses that have been exited or divested for all periods presented but does not exclude the impact of businesses acquired after the start of the fiscal period presented. Results for businesses acquired are included from the date of acquisition onward.

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

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