15 unchanged sentences
Any of these factors could have a material adverse effect on our financial results.
−Removed: In particular, our ability to realize the anticipated benefits of the acquisition of Hostess Brands will depend, to a large extent, on our ability to integrate the Hostess Brands business into Smucker.
+Added: In particular, our ability to realize the anticipated benefits of the acquisition of Hostess Brands will depend, to a large extent, on our ability to integrate the Hostess Brands business into the Company.
The combination of two independent businesses is a complex, costly, and time-consuming process.
1 unchanged sentence
The integration process may disrupt the businesses and, if implemented ineffectively or if impacted by unforeseen negative economic or market conditions or other factors, we may not realize the full anticipated benefits of the acquisition.
−Removed: Our failure to meet the challenges involved in integrating the two businesses to realize the anticipated benefits of the acquisition could cause an interruption of, or a loss of momentum in, our activities and could adversely affect our results of operations, or cash flows, cause dilution to our earnings per share, decrease or delay any accretive effect of the transactions, and negatively impact the price of our common shares.
+Added: Our failure to meet the challenges involved in integrating the two businesses to realize the anticipated benefits of the acquisition could cause an interruption of, or a loss of momentum in, our activities and could adversely affect our results of operations, or cash flows,
+Added: cause dilution to our earnings per share, decrease or delay any accretive effect of the transactions, and negatively impact the price of our common shares.
Specifically, the difficulties of combining the operations of Hostess Brands with our business include, among others:
7 unchanged sentences
• unanticipated liabilities, such as environmental liabilities resulting from contamination at our properties or those of third parties.
−Removed: In addition, we have made strategic divestitures of brands and businesses, including the recent sale of Sahale Snacks and our Canada condiment business, which is anticipated to close in the third quarter of 2024, as well as past divestitures of certain pet
−Removed: food brands, the natural beverage and grains, and private label dry pet food businesses, and we may do so in the future.
+Added: In addition, we have made strategic divestitures of brands and businesses, including the recently divested Sahale Snacks and Canada condiment businesses, which closed during the third quarter of 2024, as well as past divestitures of certain pet food brands, the natural beverage and grains, and private label dry pet food businesses, and we may do so in the future.
If we are unable to complete divestitures or successfully transition divested businesses, including the effective management of the related separation and stranded overhead costs, transition services, and the maintenance of relationships with customers, suppliers, and other business partners, our business and financial results could be negatively impacted.
6 unchanged sentences
Our business could be harmed by strikes or work stoppages.
−Removed: As of October 31, 2023, 21 percent of our full-time employees, located at seven manufacturing locations, are covered by collective bargaining agreements.
+Added: As of January 31, 2024, 28 percent of our full-time employees, located at 11 manufacturing locations, are covered by collective bargaining agreements, inclusive of Hostess Brands employees.
These contracts vary in term depending on location, with no contracts expiring in 2024.
−Removed: On November 7, 2023, we acquired Hostess Brands and approximately 42 percent of their employees, located at four manufacturing locations, were covered by collective bargaining agreements with no contracts expiring in 2024.
We cannot assure that we will be able to renew these collective bargaining agreements on the same or more favorable terms as the current agreements, or at all, without production interruptions caused by labor stoppages.
2 unchanged sentences
A significant portion of our assets is composed of goodwill and other intangible assets, the majority of which are not amortized but are reviewed for impairment at least annually on February 1, and more often if indicators of impairment exist.
−Removed: At October 31, 2023, the carrying value of goodwill and other intangible assets totaled $9.6 billion, compared to total assets of $18.1 billion and total shareholders’ equity of $7.1 billion.
+Added: At January 31, 2024, the carrying value of goodwill and other intangible assets totaled $15.0 billion, compared to total assets of $20.3 billion and total shareholders’ equity of $7.6 billion.
If the carrying value of these assets exceeds the current estimated fair value, the asset would be considered impaired, and this would result in a noncash charge to earnings, which could be material.
Events and conditions that could result in impairment include a sustained drop in the market price of our common shares, increased competition or loss of market share, obsolescence, product claims that result in a significant loss of sales or profitability over the product life, deterioration in macroeconomic conditions, declining financial performance in comparison to projected results, increased input costs beyond projections, or divestitures of significant brands.
−Removed: As of October 31, 2023, goodwill and indefinite-lived intangible assets totaled $5.2 billion and $2.6 billion, respectively.
+Added: As of January 31, 2024, goodwill and indefinite-lived intangible assets totaled $7.7 billion and $4.3 billion, r espectively.
The carrying values of the goodwill and indefinite-lived intangible assets were $1.6 billion and $1.1 billion, respectively, within the U.S.
−Removed: Retail Pet Foods segment, and $2.1 billion and $1.2 billion, respectively, within the U.S.
−Removed: Retail Coffee segment, which represent approximately 80 percent of the total goodwill and indefinite-lived intangible assets as of October 31, 2023.
−Removed: Furthermore, the goodwill within the U.S.
+Added: Retail Pet Foods segment;
+Added: $2.1 billion and $1.3 billion, respectively, within the U.S.
+Added: Retail Coffee segment;
+Added: and $2.5 billion and $1.8 billion, respectively, within the Sweet Baked Snacks segment, which represent approximately 85 percent of the total goodwill and indefinite-lived intangible assets as of January 31, 2024.
+Added: The goodwill within the U.S.
Retail Pet Foods segment remains susceptible to future impairment charges due to narrow differences between fair value and carrying value, which is primarily attributable to the recognition of these assets at fair value resulting from impairment charges and divestitures in recent years.
−Removed: We do not believe that the Pet Foods reporting unit or any of the indefinite-lived assets within the U.S.
−Removed: Retail Pet Foods segment are more likely than not impaired as of October 31, 2023.
−Removed: However, significant adverse changes to the assumptions regarding the future performance of the U.S.
−Removed: Retail Pet Foods segment or its brands, a sustained adverse change to macroeconomic conditions, or a change to other assumptions could result in additional impairment losses in the future, which could be significant.
−Removed: As of April 30, 2023, the estimated fair value was substantially in excess of the carrying value for all reporting units and material indefinite-lived intangible assets, and in all such instances, the estimated fair value exceeded the carrying value by greater than 10 percent.
−Removed: While we concluded there were no indicators of impairment as of October 31, 2023, any significant sustained adverse change in consumer purchasing behaviors, financial results, or macroeconomic conditions could result in future impairment.
−Removed: In addition, as a result of the acquisition of Hostess Brands on November 7, 2023, we will recognize additional goodwill and other intangible assets, which will be included within the new Sweet Baked Snacks reportable segment, based on their estimated fair values on the acquisition date.
−Removed: Since carrying value will represent estimated fair value, these assets could be more susceptible to future impairment.
+Added: Further, the goodwill and indefinite-lived trademarks within
+Added: the Sweet Baked Snacks reportable segment were based on their estimated fair values on the acquisition date.
+Added: Since carrying value represents the estimated fair value, these assets could be more susceptible to future impairment.
A change to the assumptions regarding future performance of the business, or a portion of it, or a change to other assumptions, could result in significant impairment losses in the future.
+Added: As of April 30, 2023, the estimated fair value was substantially in excess of the carrying value for all reporting units and material indefinite-lived intangible assets, and in all such instances, the estimated fair value exceeded the carrying value by greater than 10 percent.
+Added: While we concluded there were no indicators of impairment as of January 31, 2024, any significant sustained adverse change in consumer purchasing behaviors, financial results, or macroeconomic conditions could result in future impairment.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.