Barclays

Back To School Conference

Sean Connolly, CEO

Maria Henry, CFO

September 5, 2012

Exhibit 99

Forward Looking Statements

We caution you that our remarks today may contain forward-looking statements

about Hillshire Brands’

future operations, financial performance, and business

conditions. These forward-looking statements are based on currently available

competitive, financial, and economic data, as well as management’s views and

assumptions regarding future events. Such forward-looking statements are inherently

uncertain, and investors must recognize that actual results may differ from those

expressed or implied in these statements. Consequently, we caution you not to place

undue reliance on forward-looking statements. We have provided additional

information in past Hillshire Brands’

press releases and the Form 10-K, which we

encourage you to review concerning factors that could cause actual results to differ

materially from these forward-looking statements.

2

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FY12 Results

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FY11

FY12

YoY

Adjusted Net Sales

3,884

4,039

+4.0%

Adjusted Gross Profit

1,173

1,148

(2.1)%

Adjusted Gross Margin

30.2%

28.4%

(180) Bps

Adjusted MAP

122

137

+12.9%

Adjusted Op Seg Income

414

396

(4.7)%

Adjusted Op Seg Margin

10.7%

9.8%

(90) Bps

Adjusted Diluted EPS

$1.20

$1.47

+23%

Continuing operations

($ millions, excludes significant items)

Note: Preliminary, pending filing of the 10-K

“Adjusted”

numbers are non-GAAP financial measures. See our reconciliation to the most directly comparable GAAP measure at the end of this

presentation.

Pro Forma EPS Reflects Our New Organization

and Capital Structure

Continuing

operations

(excludes

significant

items)

4

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FY11

FY12

Adjusted Diluted EPS

$1.20

$1.47

Exited Businesses

(0.02)

(0.04)

Corporate

0.16 

(0.01)

Net Interest

0.25

0.17

Tax Rate

(0.01)

(0.04)

Pro Forma Diluted EPS

$1.58

$1.55

Note: Preliminary, pending filing of the 10-K

“Adjusted”

and “Pro Forma”

numbers are non-GAAP financial measures. See our reconciliation to the most directly comparable GAAP measure at the end of

this presentation.

“Pro Forma Diluted EPS”

is a non-GAAP financial measure calculated excluding the impact of significant items, exited businesses, and using estimated FY13

assumptions for corporate costs of $70 million, net interest expense of $40 million, and a tax rate of 35%. 

Volumes Stabilized in Second Half

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Organic Volume* YOY%  change from FY11 to FY12

* Organic volume excludes exited businesses and non-comparable periods for acquired businesses

(6.2)%

(3.9)%

(0.3)%

0.2%

Q1

Q2

Q3

Q4

Pricing and Commodities Moderated in Second Half

FY11 Excludes Australia

(10)

(15)

+11

(5)

Pricing

Commodities

$ millions

6

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208

110

53

162

(218)

(125)

(42)

(167)

FY11

FY12 H1

FY12 H2

FY12

FY13 Guidance

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Guidance

Perspective

Conviction to invest in strategic areas

Some weak spots in the portfolio

Transition year:  more variability in outcome

Adjusted EPS $1.40 -

$1.55

Net sales in line with FY12

Conservative Capital Structure

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$ millions

FY12 YE Cash Balance

$235

FY12 YE Debt Balance

$944

Legacy Cash Obligation

$190-210

Net Interest Expense

$35-40

Dividend Payout Ratio

32-36%

Note: Dividend payout ratio based on Adjusted EPS Guidance

Capital Allocation

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Top priority

Expect to increase over time

Strategic and opportunistic

Not in the near term

Low priority

Invest in Business

Dividends

Acquisitions

Share Repurchases

Pay Down Debt

Significant Value Creation Opportunity

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Volume Growth

2-3%

Net Sales Growth

4-5%

MAP % of Total Revenue

5%

Operating Margin

10%

2015 TARGETS

Appendix

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($ in millions)

As

Reported

Impact of

Significant

Items

Disp.

Adjusted (1)

As

Reported

Impact of

Significant

Items

Disp.

Adjusted (1)

Net Sales

4,094

$         

-

$                 

55

$          

4,039

$           

4,019

$       

-

$             

135

$            

3,884

$            

Cost of Sales

2,961

30

40

2,891

2,824

2

112

2,710

Gross Profit

1,133

(30)

15

1,148

1,195

(2)

23

1,174

MAP Expense

137

-

-

137

124

-

2

122

SG&A (excluding MAP)

628

6

7

615

656

-

18

638

Net charges for exit activities, asset

and business dispositions

17

17

-

-

14

14

-

-

Impairment Charges

-

-

-

-

15

15

-

-

Operating Segment Income

351

$            

(53)

$           

8

$            

396

$               

386

$           

(31)

$             

3

$                  

414

$                 

(1) Adjusted numbers are non-GAAP financial measures. 

Fiscal Year ended June 30, 2012

Fiscal Year ended July 2, 2011

Operating Segment Income Reconciliation –

Reported

to Adjusted (Fiscal Year 2012)

12

Reconciliation of Earnings per Share –

Continuing Ops

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Reconcilation of Earnings per share - Continuing businesses to Adjusted and Proforma

($ in Millions, except EPS)

Reported

Less:       

Impact of

Significant

Items

Adjusted(1):

Excluding

Significant

Items

Less:    

Disp.

Proforma

Adjs

Proforma(2)

Op Seg Income

351

(53)

404

8

396

Corporate Expenses

277

208

69

-

1

70

Operating Income

74

(261)

335

8

(1)

326

Interest Expense - net

72

-

72

(32)

40

Debt Extinguishment costs

39

(39)

-

-

-

Income before Tax

(37)

(300)

263

8

31

286

Income tax expense/(benefit)

(15)

(103)

88

3

15

100

Net Income

(22)

(197)

175

5

16

186

Diluted Shares

119

120

120

120

120

120

Diluted EPS

($0.18)

($1.65)

$1.47

$0.04

$0.12

$1.55

Preliminary results pending the filing of the Company's 10-K

(2) Proforma EPS is a non-GAAP finanical measure excluding the impact of Significant Items, Exited businesses and using

estimated FY13 assumptions for Corporate costs of $70M, Net Interest Expense of $40M and a tax rate of 35%

Fiscal Year ended June 30, 2012

(1) Adjusted EPS is a non-GAAP financial measure excluding the impat of Significant Items

Reconciliation

of

Earnings

per

Share

–

Continuing

Ops

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Reconcilation of Earnings per share - Continuing businesses to Adjusted and Proforma

($ in Millions, except EPS)

Reported

Less:      

Impact of

Significant

Items

Adjusted(1):

Excluding

Significant

Items

Less:    

Disp.

Proforma

Adjs

Proforma (2)

Op Seg Income

386

(31)

417

3

414

Corporate Expenses

161

60

101

-

(31)

70

Operating Income

225

(91)

316

3

31

344

Interest Expense - net

87

-

87

(47)

40

Debt Extinguishment costs

55

55

-

-

-

Income before Tax

83

(146)

229

3

78

304

Income tax expense/(benefit)

27

(53)

80

1

27

106

Net Income

56

(93)

149

2

51

198

Diluted Shares

125

125

125

125

125

125

Diluted EPS

$0.45

($0.75)

$1.20

$0.02

$0.40

$1.58

(2) Proforma EPS is a non-GAAP finanical measure excluding the impact of Significant Items, Exited businesses and using

estimated FY13 assumptions for Corporate costs of $70M, Net Interest Expense of $40M and a tax rate of 35%

Fiscal Year ended July 2, 2011

(1) Adjusted EPS is a non-GAAP financial measure excluding the impat of Significant Items

Preliminary results pending the filing of the Company's 10-K