LEE SARA CORP
10-Q, 1996-02-12
SAUSAGES & OTHER PREPARED MEAT PRODUCTS
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<PAGE>   1





                                 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 30, 1995
                                  ----------------------------------------
                                       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                   (I.R.S. Employer
incorporation or organization)                    Identification No.)


     Three First National Plaza, Suite 4600, Chicago, Illinois  60602-4260
- - --------------------------------------------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                               (312) 726-2600                
- - --------------------------------------------------------------------------
              (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
     ------         ------

         On December 30, 1995, the Registrant had 484,049,061 outstanding
shares of common stock $1.33 1/3 par value, which is registrant's only class of
common stock.

                        The document contains 19 pages.


                                                                          Page 1
<PAGE>   2

                     SARA LEE CORPORATION AND SUBSIDIARIES

                                     INDEX

PART I -
                                                                  
     FINANCIAL STATEMENTS -                                              3  
         Preface                                           

         Condensed Consolidated Balance Sheets -
              At December 30, 1995 and July 1, 1995                      4

         Consolidated Statements of Income -
              For the thirteen and twenty-six weeks ended
              December 30, 1995  and December 31, 1994                   5

         Consolidated Statements of Common Stockholders' Equity -
              For the period July 2, 1994 to December 30, 1995           6

         Consolidated Statements of Cash Flows -
              For the twenty-six weeks ended
              December 30, 1995 and December 31, 1994                    7

         Note to Consolidated Financial Statements                       8

     MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
         OPERATIONS AND FINANCIAL CONDITION                              9  
                        

PART II -

     ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K                         13

SIGNATURE                                                               14

EXHIBIT 11       -  Computation of Net Income Per Common Share          15

EXHIBIT 12.1     -  Computation of Ratio of Earnings to Fixed Charges   17

EXHIBIT 12.2     -  Computation of Ratio of Earnings to Fixed Charges
                      and Preferred Stock Dividend Requirements         18

EXHIBIT 27       -  Financial Data Schedule                             19





                                                                          Page 2
<PAGE>   3

                                     PART I

                     SARA LEE CORPORATION AND SUBSIDIARIES

                                    Preface

    The consolidated financial statements for the thirteen and twenty-six weeks
    ended December 30, 1995 and December 31, 1994 and the balance sheet as of
    December 30, 1995 included herein have not been examined by independent
    public accountants, but, in the opinion of Sara Lee Corporation
    ("Corporation"), all adjustments (which include only normal recurring
    adjustments) necessary to present fairly the financial position at December
    30, 1995 and the results of operations and the cash flows for the periods
    presented herein have been made.  The results of operations for the
    thirteen and twenty-six weeks ended December 30, 1995 are not necessarily
    indicative of the operating results for the full fiscal year.

    The consolidated financial statements included herein have been prepared
    pursuant to the rules and regulations of the Securities and Exchange
    Commission.  Although the Corporation believes that the disclosures made
    are adequate to make the information presented not misleading, certain
    information and footnote disclosures normally included in financial
    statements prepared in accordance with generally accepted accounting
    principles have been condensed or omitted pursuant to such regulations.
    These consolidated financial statements should be read in conjunction with
    the financial statements and the notes thereto included in the
    Corporation's Form 10-K for the year ended July 1, 1995.





                                                                         Page 3
<PAGE>   4
                     SARA LEE CORPORATION AND SUBSIDIARIES
  Condensed Consolidated Balance Sheets at December 30, 1995 and July 1, 1995
                                 (in millions)


<TABLE>
<CAPTION>
                                                                    Dec. 30,         July 1,
                                                                      1995            1995
                                                                  ----------       ----------
                 ASSETS                                     
<S>                                                               <C>              <C>
Cash and Equivalents                                              $     251        $    202
Trade Accounts Receivable, less Allowances                            1,761           1,653
Inventories:                                                
                   Finished Goods                                     1,894           1,782  
                   Work in Process                                      383             423       
                   Materials and Supplies                               588             625        
                                                                  ----------       ----------
                                                                      2,865           2,830        
Other Current Assets                                                    207             243
                                                                  ----------       ----------
                 Total Current Assets                                 5,084           4,928
                                                            
                                                            
Investments in Associated Companies                                      95             109
Trademarks and Other Assets                                             449             506
Property, Net                                                         2,892           2,964
Intangible Assets                                                     3,869           3,924
                                                                  ----------       ----------
                                                                  $  12,389        $ 12,431
                                                                  ==========       ==========
                                                                 
                 LIABILITIES AND EQUITY                     
                                                            
Notes Payable                                                     $     645        $    559
Accounts Payable                                                      1,128           1,436
Accrued Liabilities                                                   2,444           2,628
Current Maturities of Long-Term Debt                                     87             221
                                                                  ----------       ----------
                 Total Current Liabilities                            4,304           4,844
                                                            
Long-Term Debt                                                        2,068           1,817
Deferred Income Taxes                                                   290             273
Other Liabilities                                                       673             705
Minority Interest in Subsidiaries                                       520             519
Auction Preferred Stock                                                 300             300
ESOP Convertible Preferred Stock                                        327             331
Unearned Deferred Compensation                                         (292)           (297)
Common Stockholders' Equity                                           4,199           3,939
                                                                  ----------       ----------
                                                                  $  12,389        $ 12,431
                                                                  ==========       ==========
</TABLE>

See accompanying Note to Consolidated Financial Statements.





                                                                          Page 4
<PAGE>   5

<TABLE>
<CAPTION>

                                               SARA LEE CORPORATION AND SUBSIDIARIES
                                                 Consolidated Statements of Income
                        For the Thirteen and Twenty-Six Weeks Ended December 30, 1995 and December 31,1994
                                               (in millions, except per share data)
                                                                                                                                  
                                                         THIRTEEN WEEKS ENDED            TWENTY-SIX WEEKS ENDED
                                                       ------------------------         ------------------------
                                                        Dec. 30,       Dec. 31,          Dec. 30,       Dec. 31,
                                                         1995           1994              1995           1994
                                                       --------       ---------         --------       ---------
<S>                                                    <C>            <C>               <C>            <C>
Net Sales                                              $  4,898       $  4,648          $  9,554       $  8,938
                                                       --------       ---------         --------       ---------
Cost of Sales                                             3,020          2,884             5,951          5,556
Selling, General and Administrative Expenses              1,403          1,330             2,799          2,649
Interest Expense                                             60             60               119            115
Interest Income                                             (14)           (14)              (26)           (24)
                                                       --------       ---------         --------       ---------
                                                          4,469          4,260             8,843          8,296
                                                       --------       ---------         --------       ---------
                                                                                                    
Income Before Income Taxes                                  429            388               711            642
Income Taxes                                                146            136               242            225
                                                       --------       ---------         --------       ---------
Net Income                                                  283            252               469            417

Preferred Dividend Requirements, Net of Tax                   7              7                14             13
                                                       --------       ---------         --------       ---------
Net Income Available for Common Stockholders           $    276       $    245          $    455       $    404
                                                       ========       =========         ========       =========
                                                  
Net Income Per Common Share - Primary                  $   0.57       $   0.51          $   0.94       $   0.84
                                                       ========       =========         ========       =========
                                                  
       Average Shares Outstanding                           485            479               484            480
                                                       ========       =========         ========       =========
                                                  
Net Income Per Common Share - Fully Diluted            $   0.55       $   0.50          $   0.91       $   0.82
                                                       ========       =========         ========       =========
                                                  
       Average Shares Outstanding                           504            498               503            498
                                                       ========       =========         ========       =========
                                                  
Cash Dividends Per Common Share                        $   0.19       $   0.17          $   0.36       $   0.33
                                                       ========       =========         ========       =========
                                                  


</TABLE>
See accompanying Note to Consolidated Financial Statements.



                                                                          Page 5

<PAGE>   6

                     SARA LEE CORPORATION AND SUBSIDIARIES
             Consolidated Statements of Common Stockholders' Equity
                For the Period July 2, 1994 to December 30, 1995
                      (in millions, except per share data)


<TABLE>
<CAPTION>
                                                                                                                  UNEARNED
                                                                        COMMON   CAPITAL  RETAINED  TRANSLATION  RESTRICTED
                                                                TOTAL    STOCK   SURPLUS  EARNINGS  ADJUSTMENTS    STOCK
                                                              -------   ------  --------  --------  -----------  ----------
<S>                                                           <C>       <C>     <C>       <C>       <C>          <C>
Balances at July 2, 1994                                      $ 3,326   $ 641   $  76     $ 2,799   $ (170)      $ (20)

Net Income                                                        417      --      --         417       --          --
Cash Dividends -
  Common ($.33 per share)                                        (158)     --      --        (158)      --          --
  Auction preferred
  ($1,885.33 per share)                                            (5)     --      --          (5)      --          --
  ESOP convertible preferred
  ($2.72 per share)                                               (13)     --      --         (13)      --          --
Stock Issuances -
  Stock option and benefit plans                                   26       2      24          --       --          --
  Restricted stock, less
  amortization of $3                                                3      --      10          --       --          (7)
Reacquired Shares                                                 (93)     (5)    (88)         --       --          --
Translation Adjustments                                           (21)     --      --          --      (21)         --
ESOP Tax Benefit                                                    5      --      --           5       --          --
Other                                                               5      --       5          (1)      --           1
                                                              -------   -----   -----     -------   ------       -----
Balances at December 31, 1994                                   3,492     638      27       3,044     (191)        (26)

Net Income                                                        387      --      --         387       --          --
Cash Dividends -
  Common ($.34 per share)                                        (162)     --      --        (162)      --          --
  Auction preferred
  ($2,302.67 per share)                                            (8)     --      --          (8)      --          --
  ESOP convertible preferred
  ($2.72 per share)                                               (12)     --      --         (12)      --          --
Stock Issuances -
  Stock option and benefit plans                                   31       2      29          --       --          --
  Restricted stock, less
  amortization of $4                                                4      --       3          --       --           1
Translation Adjustments                                           194      --      --          --      194          --
ESOP Tax Benefit                                                    5      --      --           5       --          --
Other                                                               8      --       8          (2)      --           2
                                                              -------   -----   -----     -------   ------       -----
Balances at July 1, 1995                                        3,939     640      67       3,252        3         (23)

Net Income                                                        469      --      --         469       --          --
Cash Dividends -
  Common ($.36 per share)                                        (174)     --      --        (174)      --          --
  Auction preferred
  ($2,172.67 per share)                                            (6)     --      --          (6)      --          --
  ESOP convertible preferred
  ($2.72 per share)                                               (12)     --      --         (12)      --          --
Stock Issuances -
  Business acquisition                                             55       3      52          --       --          --
  Stock option and benefit plans                                   44       3      41          --       --          --
  Restricted stock, less
  amortization of $7                                                7       1      16          --       --         (10)
Reacquired Shares                                                 (58)     (3)    (55)         --       --          --
Translation Adjustments                                           (89)     --      --          --      (89)         --
ESOP Tax Benefit                                                    5      --      --           5       --          --
ESOP Share Redemption                                               4      --       4          --       --          --
Other                                                              15       1      14          (1)      --           1
                                                              -------   -----   -----     -------   ------       -----
Balances at December 30, 1995                                 $ 4,199   $ 645   $ 139     $ 3,533   $  (86)      $ (32)
                                                              =======   =====   =====     =======   ======       =====

</TABLE>

See accompanying Note to Consolidated Financial Statements.                    



                                                                          Page 6


<PAGE>   7


                     SARA LEE CORPORATION AND SUBSIDIARIES
                     Consolidated Statements of Cash Flows
     For the Twenty-Six Weeks Ended December 30, 1995 and December 31, 1994
                                 (in millions)


<TABLE>
<CAPTION>
                                                              TWENTY-SIX WEEKS ENDED
                                                              ----------------------
                                                               Dec. 30,      Dec. 31,
                                                                 1995          1994
                                                              --------       -------
<S>                                                           <C>           <C>
OPERATING ACTIVITIES -
  Net income                                                   $   469       $   417
  Adjustments for non-cash charges included in net income:
     Depreciation and amortization of intangibles                  310           299
     Increase in deferred income taxes                              42            42
     Other                                                          (2)          (60)
  Changes in current assets and liabilities, excluding
     businesses acquired and sold                                 (557)         (172)
                                                               -------       -------
  Net cash from operating activities                               262           526
                                                               -------       -------
INVESTING ACTIVITIES -
  Purchases of property and equipment                             (201)         (186)
  Acquisitions of businesses                                       (72)         (112)
  Dispositions of businesses                                        --            11
  Returns from associated companies                                 14            43
  Sales of property                                                 21            26
  Other                                                              4             2
                                                               -------       -------
  Net cash used in investing activities                           (234)         (216)
                                                               -------       -------
FINANCING ACTIVITIES -
  Issuances of common stock                                         44            26
  Purchases of common stock                                        (58)          (93)
  Borrowings of long-term debt                                     297           261
  Repayments of long-term debt                                    (159)         (228)
  Short-term borrowings, net                                        96            24
  Payments of dividends                                           (192)         (176)
                                                               -------       -------
  Net cash from (used in) financing activities                      28          (186)
                                                               -------       -------
Effect of changes in foreign exchange rates on cash                 (7)           (1)
                                                               -------       -------
Increase in cash and equivalents                                    49           123

Cash and equivalents at beginning of year                          202           189
                                                               -------       -------
Cash and equivalents at end of quarter                         $   251       $   312
                                                               =======       =======

COMPONENTS OF THE CHANGES IN CURRENT ASSETS
AND LIABILITIES:
     (Increase) in trade accounts receivable                   $  (134)      $   (92)
     (Increase) decrease in inventories                            (66)          107
      Decrease in other current assets                              23            26
     (Decrease) in accounts payable                               (295)         (268)
     (Decrease) increase in accrued liabilities                    (85)           55
                                                               -------       -------
Changes in current assets and liabilities                      $  (557)      $  (172)
                                                               =======       =======


See accompanying Note to Consolidated Financial Statements.
</TABLE>


                                                                          Page 7



<PAGE>   8

                     SARA LEE CORPORATION AND SUBSIDIARIES

                   Note to Consolidated Financial Statements


1.  During the first quarter of fiscal 1996, the Corporation issued common
    stock having a value of $55,181,000 in settlement of a deferred purchase
    price obligation associated with the fiscal 1995 acquisition of the
    Consolidated Foodservice Companies.





                                                                         Page 8
<PAGE>   9


                     SARA LEE CORPORATION AND SUBSIDIARIES

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


The following is a discussion of the results of operations for the second
quarter and first half of fiscal 1996 compared to the comparable periods of
fiscal 1995 and a discussion of the changes in financial condition during the
first half of fiscal 1996.

RESULTS OF OPERATIONS

Comparison of Second Quarter 1996 to Second Quarter 1995

Current quarter sales of $4.90 billion were $250 million or 5.4% above the
$4.65 billion reported in the second quarter of last year.  Packaged Foods
sales increased 8.4% to $2.51 billion while Packaged Consumer Products sales
increased 2.3% to $2.39 billion.

Businesses acquired net of businesses sold subsequent to the start of the
second quarter of last year increased sales by approximately .8 percentage
points.  The weakening of the U.S. dollar relative to foreign currencies had
the effect of increasing sales in fiscal 1996 by approximately 1.4 percentage 
points.  Thus, on a comparable basis, sales increased approximately 3.2%.  After
adjusting for business acquisitions and dispositions as well as foreign
currency fluctuations, comparable Packaged Foods sales increased 3.4% while
comparable Packaged Consumer Products sales increased 2.9% as compared to the
second quarter of last year.

Cost of sales increased by $136 million or 4.7% while the gross profit margin
was 38.3% in the current quarter compared to 37.9% in the second quarter of
last year.  The increase in Packaged Consumer Products gross profit margins
more than offset the slightly lower Packaged Foods gross margins and a sales
mix which was more heavily weighted toward Packaged Foods which has lower gross
profit margins than Packaged Consumer Products.

Selling, general and administrative expenses of $1.40 billion were $73
million or 5.5% higher than the second quarter of last year.  The increase was
primarily due to increased advertising and promotion expense, the weakening of
the U.S. dollar relative to foreign currencies, and acquisitions offset in part
by savings associated with the Corporation's restructuring actions.  Net
interest expense was $46 million in both fiscal 1996 and fiscal 1995.

The effective tax rate declined from 35.0% to 34.0% of income before income
taxes.  This decrease was largely due to the impact of lower foreign taxes.

Net income increased 12.4% to $283 million.  Net income per share increased
11.8% to $.57 per share from the $.51 reported last year.  The lower percentage
increase in earnings per share compared to net income is primarily attributable
to a greater number of outstanding shares.
                                                                          Page 9
<PAGE>   10

Comparison of First Half of Fiscal 1996 to First Half of Fiscal 1995

Net sales for the first half of fiscal 1996 were $9.55 billion or 6.9%
higher than the $8.94 billion reported last year.  Packaged Foods sales
increased 11.1% to $4.85 billion and Packaged Consumer Products sales increased
2.9% to $4.71 billion. Adjusting sales for businesses sold and acquired
subsequent to the start of fiscal 1995 and foreign currency fluctuations, sales
increased by approximately 3.1%.  After adjusting for business acquisitions and
dispositions as well as foreign currency fluctuations, comparable Packaged
Foods sales increased 2.4% while comparable Packaged Consumer Products sales
increased 3.6% as compared to the first half of last year.  Cost of sales
increased by $395 million or 7.1% while the gross profit margin percentage was
37.7% in the first half of fiscal 1996 and 37.8% in the comparable period last
year.  Packaged Foods gross profit margins declined and the mix of sales was
more heavily weighted toward Packaged Foods which has lower gross profit
margins than Packaged Consumer Products.

Selling, general and administrative expenses of $2.80 billion were $150 million
or 5.7% higher than the first six months of last year.  The increase was
primarily due to increased advertising and promotion expense, the weakening of
the U.S. dollar relative to foreign currencies, and acquisitions offset in part
by savings associated with the Corporation's restructuring actions.

The effective tax rate was 34.0% as compared to 35.0% in the first six months of
fiscal 1995. This decrease was largely due to the impact of lower foreign taxes.

Net income increased 12.5% to $469 million while net income per share increased
11.9% to $.94 from $.84 last year.  The lower percentage increase in earnings
per share compared to net income is attributable to higher shares outstanding.

 .
FINANCIAL CONDITION

During the first six months of fiscal 1996, cash and equivalents increased by
$49 million while borrowings increased by $203 million. The increase in
borrowing is primarily attributable to seasonal changes in working capital
requirements.


RESTRUCTURING

On June 6, 1994, the Corporation announced a restructuring of its worldwide
operations which will result in the closure of 94 manufacturing and
distribution facilities and the severance of 9,900 employees. Through December
30, 1995, 48 facilities have been closed and 6,406 employees severed.  A
reconciliation of the restructuring reserves through December 30, 1995 is
presented on page 12 of this document.

Restructuring actions are expected to be substantially completed by 1996, and
the Corporation expects to fund the costs of the plan from internal sources and
available borrowing capacity.

                                                                         Page 10
<PAGE>   11




Actions taken as part of the restructuring plan lowered operating costs by $79
million through the first half of fiscal 1996; however, a significant portion
of this benefit has been used for business building and profit improvement
initiatives.  The Corporation expects the restructuring plan to generate
increasing savings in subsequent years, growing to an annual savings of
approximately $250 million in fiscal 1998.  Savings from the planned actions
will be used for both business building initiatives and profit improvements.





                                                                         Page 11
<PAGE>   12


                     SARA LEE CORPORATION AND SUBSIDIARIES
                    RECONCILIATION OF RESTRUCTURING RESERVES
                            AS OF DECEMBER 30, 1995
                                 (in millions)


<TABLE>
<CAPTION>
                                                                WRITEDOWN
                                                               OF PROPERTY     RECOGNITION OF
                                                              AND INVESTMENTS   CURTAILMENT                          RESTRUCTURING
                                                 ORIGINAL         TO NET      LOSS AND SPECIAL           FOREIGN         RESERVES
                                              RESTRUCTURING     REALIZABLE      TERMINATION      CASH    EXCHANGE          AS OF
                                                 RESERVES          VALUE          BENEFITS      PAYMENTS  IMPACTS  DECEMBER 30, 1995
                                              -------------   --------------  ----------------  -------- -------- -----------------
<S>                                           <C>             <C>             <C>               <C>       <C>      <C>
ANTICIPATED LOSSES ASSOCIATED WITH
     DISPOSAL OF LAND, BUILDINGS AND
     IMPROVEMENTS, AND MACHINERY AND EQUIPMENT      $ 289           $ (289)           $  --      $   --     $ --          $    --

ANTICIPATED EXPENDITURES TO CLOSE AND
     DISPOSE OF IDLE FACILITIES - INCLUDES
     $33 OF NON-CANCELABLE LEASE OBLIGATIONS          112               --               --         (38)      --               74

ANTICIPATED SEVERANCE BENEFITS                        239               --               --        (135)      --              104

PENSION BENEFITS ASSOCIATED WITH SEVERED
     EMPLOYEE GROUP                                    33               --              (33)         --       --               --

ANTICIPATED LOSSES ASSOCIATED WITH THE
     DISPOSAL OF CERTAIN BUSINESSES                    59              (15)              --         (44)      --               --
                                                ---------        ---------         --------    -------- --------        ---------
                                                      732             (304)             (33)       (217)      --              178

FOREIGN EXCHANGE IMPACTS                               --               --               --          --       17               17
                                                ---------        ---------         --------    -------- --------        ---------

     TOTAL RESTRUCTURING RESERVES                   $ 732           $ (304)           $ (33)     $ (217)    $ 17          $   195
                                                =========        =========         ========    ======== ========        =========
</TABLE>



                                                                        Page 12




<PAGE>   13




                                    PART II

                   ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits (numbered in accordance with Item 601 of Regulation S-K)

<TABLE>
<CAPTION>
                                                                            PAGE NUMBER OR
       EXHIBIT                                                            INCORPORATED HEREIN
       NUMBER                      DESCRIPTION                              BY REFERENCE TO       
       ------             ----------------------------------        ----------------------------------
         <S>              <C>                                                     <C>
         11               Computation of Net Income                                15
                          Per Common Share

         12.1             Computation of Ratio of
                          Earnings to Fixed Charges                                17

         12.2             Computation of Ratio of
                          Earnings to Fixed Charges
                          and Preferred Stock Dividend
                          Requirements                                             18

         27               Financial Data Schedule                                  19
</TABLE>

(b)  Reports on Form 8-K

     No reports on Form 8-K have been filed by the Registrant during the
     quarter for which this report is filed.





                                                                         Page 13
<PAGE>   14



                               S I G N A T U R E

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

 

                                               SARA LEE CORPORATION
                                               --------------------------------

                                                      (Registrant)            





                                               By: /s/ Wayne R. Szypulski 
                                               -------------------------------
                                                  Wayne R. Szypulski
                                                  Vice President and Controller

DATE:  February 12, 1996





                                                                         Page 14

<PAGE>   1



                                                                     EXHIBIT 11

                     SARA LEE CORPORATION AND SUBSIDIARIES

                  COMPUTATION OF NET INCOME PER COMMON SHARE         
                                                                     
                      (in millions except per share data)


<TABLE>
<CAPTION>
                                                            FOR THE PERIOD ENDED DECEMBER 30, 1995
                                                     ---------------------------------------------------
                                                            PRIMARY                     FULLY DILUTED
                                                     ----------------------      -----------------------
                                                     Thirteen    Twenty-Six      Thirteen    Twenty-Six
                                                       Weeks        Weeks          Weeks        Weeks
                                                     ---------   ----------      --------    ----------
<S>                                                <C>          <C>             <C>         <C>
EARNINGS:

Net income                                          $    283    $     469       $    283    $     469

Less:  Dividends on Preferred Stocks,                     (7)         (14)            (3)          (7)
           net of tax benefits

       Adjustment attributable to conversion of
       ESOP Convertible Preferred Stock                   --           --             (2)          (3)
                                                    --------    ---------       --------    ---------
Net Income Available for Common Stockholders        $    276    $     455       $    278    $     459
                                                    ========    =========       ========    =========




SHARES:

Average Shares Outstanding                               481          481            481          481

Add:  Common Stock Equivalents -

          Stock options                                    2            2              3            3

          ESOP Convertible Preferred Stock                --           --             18           18

          Restricted stock and other                       2            1              2            1
                                                    --------    ---------       --------    ---------

Adjusted Weighted Average Shares Outstanding             485          484            504          503
                                                    ========    =========       ========    =========



NET INCOME PER COMMON SHARE:                        $   0.57    $    0.94       $   0.55    $    0.91
                                                    ========    =========       ========    =========
</TABLE>





                                                                         Page 15
<PAGE>   2

                                                                    EXHIBIT 11
                                                                    (continued)

                     SARA LEE CORPORATION AND SUBSIDIARIES

                  COMPUTATION OF NET INCOME PER COMMON SHARE
                                                                    
                      (in millions except per share data)           




<TABLE>
<CAPTION>
                                                           FOR THE PERIOD ENDED DECEMBER 31, 1994
                                                     --------------------------------------------------
                                                            PRIMARY                  FULLY DILUTED
                                                     ----------------------      ----------------------
                                                     Thirteen    Twenty-Six      Thirteen    Twenty-Six
                                                       Weeks        Weeks          Weeks        Weeks
                                                     --------    ----------      --------    ----------
<S>                                                <C>          <C>             <C>         <C>
EARNINGS:

Net income                                          $    252    $     417       $    252    $     417

Less:  Dividends on Preferred Stocks,                     (7)         (13)            (3)          (6)
       net of tax benefits

       Adjustment attributable to conversion of
       ESOP Convertible Preferred Stock                   --           --             (2)          (4)
                                                    --------    ---------       --------    ---------
Net Income Available for Common Stockholders        $    245    $     404       $    247    $     407
                                                    ========    =========       ========    =========




SHARES:

Average Shares Outstanding                               477          478            477          478

Add:  Common Stock Equivalents -

      Stock options                                        1            1              1            1

      ESOP Convertible Preferred Stock                    --           --             19           19

      Restricted stock and other                           1            1              1           --

                                                    --------    ---------       --------    ---------
Adjusted Weighted Average Shares Outstanding             479          480            498          498

                                                    ========    =========       ========    =========


NET INCOME PER COMMON SHARE:                        $   0.51    $    0.84       $   0.50    $    0.82
                                                    ========    =========       ========    =========
</TABLE>





                                                                         Page 16

<PAGE>   1

                                                                    EXHIBIT 12.1

                   SARA LEE CORPORATION AND SUBSIDIARIES
             COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES      
                        (in millions except ratios)




<TABLE>
<CAPTION>
                                                                                         Twenty-Six Weeks Ended
                                                                                         -----------------------
                                                                                          Dec. 30,      Dec. 31,
                                                                                            1995          1994
                                                                                          --------     ---------
<S>                                                                                      <C>           <C>
Fixed charges:

   Interest expense                                                                      $    119      $    115

   Interest portion of rental expense                                                          36            33
                                                                                         --------      --------
   Total fixed charges before capitalized interest                                            155           148

   Capitalized interest                                                                         6             6
                                                                                         --------      --------
      Total fixed charges                                                                $    161      $    154
                                                                                         ========      ========


Earnings available for fixed charges:

   Income before income taxes                                                            $    711      $    642

   Less undistributed income in minority owned companies                                       (3)           (6)

   Add minority interest in majority-owned subsidiaries                                        19            18

   Add amortization of capitalized interest                                                    11            10

   Add fixed charges before capitalized interest                                              155           148
                                                                                         --------      --------
      Total earnings available for fixed charges                                         $    893      $    812
                                                                                         ========      ========

Ratio of earnings to fixed charges                                                            5.5           5.3
                                                                                         ========      ========
</TABLE>





                                                                         Page 17

<PAGE>   1
                                                                   EXHIBIT 12.2




                     SARA LEE CORPORATION AND SUBSIDIARIES
               COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                   AND PREFERRED STOCK DIVIDEND REQUIREMENTS
                          (in millions except ratios)

<TABLE>
<CAPTION>
                                                                                          Twenty-Six Weeks Ended
                                                                                         -----------------------
                                                                                          Dec. 30,      Dec. 31,
                                                                                            1995          1994
                                                                                         ---------     ---------
<S>                                                                                     <C>           <C>
Fixed charges and preferred stock dividend requirements:
   Interest expense                                                                      $    119      $    115
   Interest portion of rental expense                                                          36            33
                                                                                         ---------     ---------
   Total fixed charges before capitalized interest
      and preferred stock dividend requirements                                               155           148
   Capitalized interest                                                                         6             6
   Preferred stock dividend requirements (1)                                                   22            21
                                                                                         ---------     ---------
      Total fixed charges and preferred stock
         dividend requirements                                                           $    183      $    175
                                                                                         =========     =========
Earnings available for fixed charges and preferred
      stock dividend requirements:
   Income before income taxes                                                            $    711      $    642
   Less undistributed income in minority owned companies                                       (3)           (6)
   Add minority interest in majority-owned subsidiaries                                        19            18
   Add amortization of capitalized interest                                                    11            10
   Add fixed charges before capitalized interest and
      preferred stock dividend requirements                                                   155           148
                                                                                         ---------     ---------
      Total earnings available for fixed charges and
         preferred stock dividend requirements                                           $    893      $    812
                                                                                         =========     =========

Ratio of earnings to fixed charges and preferred stock
   dividend requirements                                                                      4.9           4.6
                                                                                         =========     =========



(1) Preferred stock dividends in the computation have been increased to an amount representing the
    pretax earnings that would have been required to cover such dividends.
</TABLE>





                                                                         Page 18

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENT OF INCOME AND CONSOLIDATED BALANCE SHEET AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          JUN-29-1996
<PERIOD-START>                             JUL-02-1995
<PERIOD-END>                               DEC-30-1995
<CASH>                                             223
<SECURITIES>                                        28
<RECEIVABLES>                                    1,983
<ALLOWANCES>                                       222
<INVENTORY>                                      2,865
<CURRENT-ASSETS>                                 5,084
<PP&E>                                           5,723
<DEPRECIATION>                                   2,831
<TOTAL-ASSETS>                                  12,389
<CURRENT-LIABILITIES>                            4,304
<BONDS>                                          2,068
                                0
                                        335
<COMMON>                                           645
<OTHER-SE>                                       3,554
<TOTAL-LIABILITY-AND-EQUITY>                    12,389
<SALES>                                          9,554
<TOTAL-REVENUES>                                 9,554
<CGS>                                            5,951
<TOTAL-COSTS>                                    5,951
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                    77
<INTEREST-EXPENSE>                                  93
<INCOME-PRETAX>                                    711
<INCOME-TAX>                                       242
<INCOME-CONTINUING>                                469
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       469
<EPS-PRIMARY>                                      .94
<EPS-DILUTED>                                      .91
        

</TABLE>


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