The Hillshire Brands Company (NYSE: HSH) today announced that it has filed a Notification of Late Filing in accordance with Rule 12b-25 of the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission (SEC) for its Annual Report on Form 10-K for the fiscal year ended June 30, 2012. This action provides for a 15 calendar day extension for the filing of its Annual Report on Form 10-K until Sept. 13, 2012.
Hillshire Brands anticipates that it will be able to file its Annual Report on Form 10-K by no later than Sept. 13, 2012, which would be considered a timely filing for SEC compliance purposes.
The filing delay is due to the on-going investigation by D.E MASTER BLENDERS 1753 N.V. (D.E MASTER BLENDERS) of accounting irregularities identified in its Brazilian operation. D.E MASTER BLENDERS and its Brazilian operations were previously part of Sara Lee Corporation, the predecessor company to Hillshire Brands, and were spun off from Sara Lee prior to the end of fiscal year 2012.
D.E.MASTER BLENDERS has informed Hillshire Brands that its internal investigation related to these accounting irregularities has been largely completed. Hillshire Brands continues to closely monitor D.E MASTER BLENDERS’ investigation and anticipates that it will be completed and finalized in an expeditious manner. The timing of the filing is contingent upon the completion of the investigation and conclusion of the Hillshire Brands’ fiscal 2012 audit. The company stated that there will be no changes to any of its fourth quarter or year-end financial results issued via press release on Aug. 9, 2012.
This press release contains certain forward-looking statements, including with respect to Hillshire Brands’ ability to file its fiscal 2012 Form 10-K by September 13, 2012. Forward-looking statements also include statements preceded by terms such as “expects,” “anticipates” or “believes.” These forward-looking statements are based on information currently available to the company. Such forward-looking statements involve risks and uncertainties, and actual results may differ materially from those expressed or implied. Consequently, Hillshire Brands cautions readers not to place undue reliance on any such statements. Such risks and uncertainties include factors relating to the timing of the completion, and the nature of the final results, of the D.E MASTER BLENDERS investigation and resolution of the underlying accounting issues; resolution of other accounting issues generally resulting from the completion of the audit of Hillshire Brands’ annual financial statements; and the timing and completion of Hillshire Brands’ annual audit. Hillshire Brands undertakes no obligation to update or correct any forward-looking statement made herein due to the occurrence of events after the issuance of this press release, except as required under applicable federal securities law.