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Evaluation of Disclosure Controls and Procedures:
−Removed: Management, including the principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act), as of January 31, 2024 (the “Evaluation Date”).
−Removed: Based on that evaluation, the principal executive officer and principal financial officer have concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective in ensuring that information required to be disclosed in reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and (2) accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
+Added: Management, including the principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act), as of July 31, 2024 (the “Evaluation Date”).
+Added: Based on that evaluation, the principal executive officer and principal financial officer have concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective in ensuring that information required to be disclosed in reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and (2) accumulated and communicated to management, including the chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Controls:
−Removed: There have been no changes in our internal control over financial reporting during the nine months ended January 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, except as noted below.
−Removed: On November 7, 2023, we acquired Hostess Brands, as discussed in Note 3:
−Removed: Acquisition in Part I, Item 1 in this Quarterly Report on Form 10-Q.
−Removed: As part of the purchase price allocation process, procedures were performed to validate the assets acquired and liabilities assumed, including existence testing and a preliminary valuation of the tangible and intangible assets acquired.
−Removed: We are currently integrating Hostess Brands into our operations and internal control processes, and, as permitted by the SEC rules and regulations, we have not yet included Hostess Brands in our assessment of the effectiveness of our internal control over financial reporting.
−Removed: Hostess Brands constituted $6,332.0 of our consolidated total assets at January 31, 2024.
−Removed: For the three months ended January 31, 2024, Hostess Brands net sales was $300.3 and operating income was $ 34.7 , which excludes special project costs recognized within the segment.
−Removed: We anticipate Hostess Brands will be included in management’s evaluation of internal control over financial reporting as of April 30, 2025.
−Removed: Furthermore, as a result of the divested Sahale Snacks and Canada condiment businesses on November 1, 2023, and January 2, 2024, respectively, new controls were executed during the third quarter of 2024.
+Added: There have been no changes in our internal control over financial reporting during the three months ended July 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
OTHER INFORMATION
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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.