SunOpta (STKL) CORRESP Correspondence with SEC

Results of 2011 Operations Compared With Results of 2010 Operations
(Expressed in thousands of U.S dollars, except per share amount)

	December 31, 2011		January 1, 2011		Change		Change
	$		$		$		%
Revenue
SunOpta Foods	988,956		817,441		171,515		21.0%
Opta Minerals	93,120		80,868		12,252		15.2%
Total Revenue	1,082,076		898,309		183,767		20.5%
Gross Profit
SunOpta Foods	110,985		121,454		(10,469	)	-8.6%
Opta Minerals	20,746		20,037		709		3.5%
Total Gross Profit	131,731		141,491		(9,760	)	-6.9%
Segment Operating Income(1)
SunOpta Foods	33,386		46,442		(13,056	)	-28.1%
Opta Minerals	7,577		7,753		(176	)	-2.3%
Corporate Services	(7,769	)	(11,213	)	3,444		-30.7%
Total Segment Operating Income	33,194		42,982		(9,788	)	-22.8%
Other expense, net	5,097		10,945		(5,848	)	-53.4%
Goodwill impairment	-		1,654		(1,654	)	-100.0%
Earnings from continuing operationsbefore the following	28,097		30,383		(2,286	)	-7.5%
Interest expense, net	8,839		9,749		(910	)	-9.3%
Provision for income taxes	8,047		6,058		1,989		32.8%
Earnings from continuing operations	11,211		14,576		(3,365	)	23.1%
Earnings attributable to non-controlling interests	1,636		1,368		268		19.6%
Loss from discontinued operations, net of taxes	(4,350	)	(15,092	)	10,742		-71.2%
Gain on sale of discontinued operations, net of taxes	71		62,950		(62,879	)	-99.9%
Earnings attributable toSunOpta Inc.	5,296		61,066		(55,770	)	-91.3%

(1) When assessing the financial performance of our operating segments, we use an internal measure of operating income that excludes other income/expense items and goodwill impairment charges determined in accordance with U.S. GAAP. This measure is the basis on which management, including the Chief Executive Officer, assesses the underlying performance of our operating segments. We believe that disclosing this non-GAAP measure assists investors in comparing financial performance across reporting periods on a consistent basis by excluding items that are not indicative of our core operating performance. However, this non-GAAP measure of operating income should not be considered in isolation or as a substitute for performance measures calculated in accordance with U.S. GAAP. The tables following present a reconciliation of segment operating income to “earnings from continuing operations before the following”, which we consider to be the most directly comparable U.S. GAAP financial measure.

SUNOPTA INC. 45 December 31, 2011 10-K

	Grains						International
	and Foods		Ingredients		Fruit		Foods		SunOpta		Opta		Corporate		Consol-
	Group		Group		Group		Group		Foods		Minerals		Services		idated
	$		$		$		$		$		$		$		$
December 31, 2011
Segment operating income	22,813		4,611		(2,853	)	8,815		33,386		7,577		(7,769	)	33,194
Other income (expense), net	114		-		2,842		(7,938	)	(4,982	)	-		(115	)	(5,097	)
Earnings from continuing operations before the following	22,927		4,611		(11	)	877		28,404		7,577		(7,884	)	28,097
January 1, 2011
Segment operating income	28,003		13,172		4,095		1,172		46,442		7,753		(11,213	)	42,982
Other expense, net	(118	)	(160	)	(6,430	)	(3,362	)	(10,070	)	(435	)	(440	)	(10,945	)
Goodwill impairment	-		-		-		(1,654	)	(1,654	)	-		-		(1,654	)
Earnings from continuing operations before the following	27,885		13,012		(2,335	)	(3,844	)	34,718		7,318		(11,653	)	30,383

We believe that investors’ understanding of our financial performance is enhanced by disclosing the specific items that we exclude from segment operating income. However, any measure of operating income excluding any or all of these items is not, and should not be viewed as, a substitute for operating income prepared under U.S. GAAP. These items are presented solely to allow investors to more fully understand how we assess financial performance.

SUNOPTA INC. 46 December 31, 2011 10-K