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62 The Hillshire Brands Company
MANAGEMENT’S REPORT
MANAGEMENT’S REPORT ON INTERNAL CONTROL
OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining
adequate internal control over financial reporting, as defined in
Rules 13a-15f and 15d-15f under the Securities Exchange Act of
1934, as amended. The company’s internal control over financial
reporting is designed to provide reasonable assurance regarding the
reliability of the company’s financial reporting and the preparation
of financial statements for external purposes in accordance with
generally accepted accounting principles.
The company’s internal control over financial reporting
includes those policies and procedures that: (i) pertain to the
maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the
company; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements
in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only
in accordance with authorizations of management and directors
of the company; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use
or disposition of the company’s assets that could have a material
effect on the financial statements.
Internal control over financial reporting, because of its inherent
limitations, may not prevent or detect misstatements. Also, projec-
tions of any evaluation of effectiveness to future periods are subject
to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
The company’s management has assessed the effectiveness of
its internal control over financial reporting as of June 29, 2013. In
making this assessment, the company used the criteria established
in Internal Control – Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission. These
criteria are in the areas of control environment, risk assessment,
control activities, information and communication and monitoring
of controls. The company’s assessment included documenting,
evaluating and testing of the design and operating effectiveness
of its internal control over financial reporting.
Based on the company’s assessment, management has
concluded that, as of June 29, 2013, the company’s internal
control over financial reporting was effective.
The effectiveness of the company’s internal control over
financial reporting as of June 29, 2013 has been audited by
PricewaterhouseCoopers LLP, an independent registered public
accounting firm as stated in their report that appears herein.
Sean M. Connolly Maria Henry
President and Executive Vice President,
Chief Executive Officer Chief Financial Officer
William J. Kelley, Jr.
Senior Vice President,
Controller and
Chief Accounting Officer