What changed in this filing

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Item 1. Financial Statements

2025-02-10 compared with 2024-11-07 · 260 added, 183 removed, 568 unchanged (44% of the section changed)

3 unchanged sentences

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

September 30, 2024 AND JUNE 30, 2024

December 31, 2024 AND JUNE 30, 2024

(In thousands, except par values)

September 30,

Current assets:

35 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE THREE MONTHS ENDED September 30, 2024 AND 2023

FOR THE THREE AND SIX MONTHS ENDED December 31, 2024 AND 2023

(In thousands, except per share amounts)

Three Months Ended September 30,

Three Months Ended December 31,

Six Months Ended December 31,

Cost of sales

Selling, general and administrative expenses

Goodwill impairment

Intangibles and long-lived asset impairment

Productivity and transformation costs

Amortization of acquired intangible assets

Long-lived asset impairment

Operating income (loss)

Operating loss

Interest and other financing expense, net

Other expense (income), net

Other (income) expense, net

Loss before income taxes and equity in net loss of equity-method investees

6 unchanged sentences

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED )

FOR THE THREE MONTHS ENDED September 30, 2024 AND 2023

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (UNAUDITED )

FOR THE THREE AND SIX MONTHS ENDED December 31, 2024 AND 2023

(In thousands)

Three Months Ended

September 30, 2024

September 30, 2023

Other comprehensive income (loss):

December 31, 2024

December 31, 2023

Other comprehensive (loss) income:

Foreign currency translation adjustments before reclassifications

Change in deferred (losses) gains on cash flow hedging instruments

Change in deferred gains (losses) on fair value hedging instruments

Change in deferred (losses) gains on net investment hedging instruments

Total other comprehensive income (loss)

Total comprehensive income (loss)

Change in deferred gains (losses) on cash flow hedging instruments

Change in deferred (losses) gains on fair value hedging instruments

Change in deferred gains (losses) on net investment hedging instruments

Total other comprehensive (loss) income

Total comprehensive (loss) income

Six Months Ended

December 31, 2024

December 31, 2023

Other comprehensive (loss) income:

Foreign currency translation adjustments before reclassifications

Change in deferred losses on cash flow hedging instruments

Change in deferred losses on fair value hedging instruments

Change in deferred gains (losses) on net investment hedging instruments

Total other comprehensive loss

Total comprehensive loss

See notes to consolidated financial statements.

2 unchanged sentences

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)

FOR THE THREE MONTHS ENDED September 30, 2024

FOR THE THREE AND SIX MONTHS ENDED December 31, 2024

(In thousands, except par values)

7 unchanged sentences

Balance at September 30, 2024

Other comprehensive loss

Issuance of common stock pursuant to stock-based compensation plans

Employee shares withheld for taxes

Stock-based compensation expense

Balance at December 31, 2024

See notes to consolidated financial statements.

2 unchanged sentences

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023

FOR THE THREE AND SIX MONTHS ENDED December 31, 2023

(In thousands, except par values)

7 unchanged sentences

Balance at September 30, 2023

Other comprehensive income

Issuance of common stock pursuant to stock-based compensation plans

Employee shares withheld for taxes

Stock-based compensation expense

Balance at December 31, 2023

See notes to consolidated financial statements.

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

FOR THE SIX MONTHS ENDED December 31, 2024 AND 2023

(In thousands)

Three Months Ended September 30,

Six Months Ended December 31,

CASH FLOWS FROM OPERATING ACTIVITIES

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization

2 unchanged sentences

Stock-based compensation, net

Long-lived asset impairment

Goodwill impairment

Intangibles and long-lived asset impairment

Loss on sale of assets

5 unchanged sentences

Accounts payable and accrued expenses

Net cash (used in) provided by operating activities

Net cash provided by operating activities

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of property, plant and equipment

Investments and joint ventures, net

Proceeds from sale of assets

8 unchanged sentences

Effect of exchange rate changes on cash

Net increase (decrease) in cash and cash equivalents

Net increase in cash and cash equivalents

Cash and cash equivalents at beginning of period

23 unchanged sentences

The unaudited consolidated financial statements reflect all normal recurring adjustments which, in management’s opinion, are necessary for a fair presentation for interim periods.

Operating results for the three months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2025.

Operating results for the three and six months ended December 31, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2025.

Please refer to the Notes to the Consolidated Financial Statements as of June 30, 2024 and for the fiscal year then ended included in the Form 10-K for information not included in these condensed notes.

7 unchanged sentences

The Company has non-recourse financing arrangements in which eligible receivables are sold to third-party buyers in exchange for cash.

The Company transferred accounts receivable in their entirety to the buyers and satisfied all of the conditions to report the transfer of financial assets in their entirety as a sale.

The principal amount of receivables sold under these arrangements was $ 56,959 and $ 86,506 during the three months ended September 30, 2024 and 2023, respectively.

The Company transferred accounts receivable in their entirety to

the buyers and satisfied all of the conditions to report the transfer of financial assets in their entirety as a sale.

The principal amount of receivables sold under these arrangements was $ 137,117 and $ 159,760 during the six months ended December 31, 2024 and 2023, respectively.

The incremental cost of financing receivables under these arrangements is included in selling, general and administrative expenses on the Company’s consolidated statements of operations.

The proceeds from the sale of receivables are included in cash (used in) provided by operating activities on the consolidated statements of cash flows.

The proceeds from the sale of receivables are included in cash provided by operating activities on the consolidated statements of cash flows.

Recently Issued Accounting Pronouncements Not Yet Adopted

5 unchanged sentences

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures,” which will require entities to disclose more detailed information in the reconciliation of their statutory tax rate to their effective

Improvements to Income Tax Disclosures,” which will require entities to disclose more detailed information in the reconciliation of their statutory tax rate to their effective tax rate.

The ASU also requires entities to disclose more detailed information about income taxes paid, including by jurisdiction, pretax income (loss) from continuing operations, and income tax expense (benefit).

10 unchanged sentences

The following table sets forth the computation of basic and diluted net loss per share on the consolidated statements of operations:

Three Months Ended September 30,

Three Months Ended December 31,

Six Months Ended December 31,

Basic and diluted weighted average shares outstanding

Basic and diluted net loss per common share

Due to the Company’s net loss in each of the three months ended September 30, 2024 and September 30, 2023, all common stock equivalents such as stock options, unvested restricted share units and performance share units have been excluded from the computation of diluted net loss per share.

Due to the Company’s net loss in each of the three and six months ended December 31, 2024 and December 31, 2023, all common stock equivalents such as stock options, unvested restricted share units and performance share units have been excluded from the computation of diluted net loss per share.

The effect of the stock options and unvested restricted share units would have been anti-dilutive to the computations.

3 unchanged sentences

ParmCrisps ® was part of the Company’s North America reportable segment.

During the three months ended September 30, 2024, the Company deconsolidated the net assets of ParmCrisps ® , primarily consisting of $ 7,280 , $ 6,725 , and $ 1,282 of goodwill, inventory, and machinery and equipment, respectively, and recognized a pretax loss on sale of $ 3,863 recorded in other expense (income), net.

During the six months ended December 31, 2024, the Company deconsolidated the net assets of ParmCrisps ® , primarily consisting of $ 7,280 , $ 6,725 , and $ 1,282 of goodwill, inventory, and machinery and equipment, respectively, and recognized a pretax loss on sale of $ 3,863 recorded in other expense (income), net.

Inventories consisted of the following:

September 30, 2024

December 31, 2024

June 30, 2024

3 unchanged sentences

Property, plant and equipment, net consisted of the following:

September 30, 2024

December 31, 2024

June 30, 2024

6 unchanged sentences

Accumulated depreciation

Depreciation expense for the three months ended September 30, 2024 and 2023 was $ 7,910 and $ 9,826 , respectively.

Depreciation expense for the three months ended December 31, 2024 an d 2023 was $ 8,038 and $ 8,352 , respectively.

Depreciation expense for the six months ended December 31, 2024 and 2023 was $ 15,948 and $ 18,178 , respectively.

As a result of the continued decline in actual and projected performance and cash flows related to certain personal care production assets included in the North America reportable segment, the Company determined that an interim impairment test of the asset group was required to be performed during the three months ended December 31, 2024.

The fair value was determined based on orderly liquidation value.

During the three and six months ended December 31, 2024, the Company recognized a non-cash impairment charge of $ 2,254 to reduce the carrying value of such long-lived assets to their estimated fair value.

Impairment charges were recorded within intangibles and long-lived asset impairment on the consolidated statement of operations.

During the six months ended December 31, 2023, the Company recognized a non-cash impairment charge of $ 20,666 related to its former Bell, CA production facility to reduce those assets to their estimated fair value in connection with the closure of such facility.

During the three and six months ended December 31, 2024, the Company recognized a $ 1.7 million pretax gain on the sale of such long-lived assets, which was included as a component of other income, net on the consolidated statement of operations.

The Company leases office space, warehouse and distribution facilities, manufacturing equipment and vehicles primarily in North America and Western Europe.

The Company determines if an arrangement is or contains a lease at inception.

At September 30, 2024 and June 30, 2024, right of use assets related to finance leases are included in property, plant and equipment, net on the consolidated balance sheets.

At December 31, 2024 and June 30, 2024, right of use assets related to finance leases are included in property, plant and equipment, net on the consolidated balance sheets.

Lease liabilities for finance leases are included in the current and non-current portions of long-term debt on the consolidated balance sheets.

Current portion of the operating lease liabilities are included in accrued expenses and other current liabilities on the consolidated balance sheets.

The current portion of the operating lease liabilities are included in accrued expenses and other current liabilities on the consolidated balance sheets.

The Company does not have any related party leases, and sublease transactions are de minimis.

The components of lease expenses for the three months ended September 30, 2024 and 2023 were as follows:

The components of lease expenses for the three and six months ended December 31, 2024 and 2023 were as follows:

Three Months Ended

September 30, 2024

September 30, 2023

Six Months Ended

December 31, 2024

December 31, 2023

December 31, 2024

December 31, 2023

Operating lease expenses

8 unchanged sentences

Divestiture (2)

Balance as of September 30, 2024

Impairment charge

Balance as of December 31, 2024

(1) The total carrying value of goodwill is reflected net of $ 134,277 of accumulated impairment charges, of which $ 7,700 is related to the North America reportable segment and $ 126,577 is related to the International reportable segment.

(2) During the three months ended September 30, 2024, the Company completed the divestiture of ParmCrisps ® , a component of the North America reportable segment.

(2) During the six months ended December 31, 2024, the Company completed the divestiture of ParmCrisps ® , a component of the North America reportable segment.

Goodwill of $ 7,280 was assigned to the divested component on a relative fair value basis.

As of September 30, 2024, the Company performed an assessment of factors to determine whether it was more likely than not that the fair value of its reporting units was less than its carrying amount, including goodwill.

The Company concluded that were no events or circumstances that warranted an interim quantitative impairment test for goodwill during the three months ended September 30, 2024.

As of September 30, 2024, goodwill associated with the U.S.

reporting unit had a carrying value of $ 633,774 .

reporting unit is at risk of potential impairment if, among other things, the fair value of this reporting unit, and its associated assets, decreases in value due to the amount and timing of expected future cash flows, decreased customer demand for products, an inability to execute management’s business strategies, or general market conditions, such as economic downturns, and changes in interest rates, including discount rates.

As of December 31, 2024, the Company performed an assessment of factors to determine whether it was more likely than not that the fair value of each reporting unit within both of the North America and International reportable segments was less than its respective carrying amount, including goodwill.

As a result of the continued decline in the Company’s market capitalization and the recognition of significant intangible asset impairment charges within the reporting units in its North America reportable segment during the three months ended December 31, 2024, the Company completed an interim quantitative impairment test for goodwill for both its U.S.

and Canada reporting units within the North America reportable segment as of December 31, 2024.

For the United Kingdom, Western Europe, and Ella’s Kitchen UK reporting units, the Company performed a qualitative evaluation to assess factors to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount, including goodwill.

The Company concluded that the qualitatively tested reporting units estimated fair values exceeded their carrying amounts.

During the three months ended December 31, 2024, the Company conducted interim quantitative impairment tests of goodwill for both the U.S.

and Canada reporting units.

The fair values were estimated using a blended approach of the Discounted Cash Flow (“DCF”) method income approach and the Guideline Public Company Methodology (“GPCM”) market approach.

As of December 31, 2024, the U.S.

reporting unit’s carrying amount exceeded its estimated fair value of $ 800,000 , resulting in the recognition of a non-cash impairment charge of $ 91,267 to reduce the carrying value of the U.S.

reporting unit goodwill from $ 633,774 to $ 542,507 .

The goodwill related to the U.S.

reporting unit remains at risk of potential impairment if the fair value of this reporting unit, and its associated assets, decrease in value due to the amount and timing of expected future cash flows, decreased customer demand for products, an inability to execute management’s business strategies, or general market conditions, such as economic downturns, and changes in interest rates, including discount rates.

Future cash flow estimates are, by their nature, subjective, and actual results may differ materially from the Company’s estimates.

If the Company’s ongoing cash flow projections are not met or if market factors utilized in the impairment test deteriorate, including an unfavorable change in the terminal growth rate or the weighted-average cost of capital, the Company may have to record impairment charges in future periods.

The Canada reporting unit’s estimated fair value significantly exceeded its carrying amount as of December 31, 2024, indicating no risk of potential impairment.

As of December 31, 2024, goodwill associated with the Canada reporting unit had a carrying value of $ 46,501 .

Other Intangible Assets

The following table includes the gross carrying amount and accumulated amortization, where applicable, for intangible assets, excluding goodwill:

September 30, 2024

December 31, 2024

June 30, 2024

6 unchanged sentences

Net other intangible assets

(1) The gross carrying value of trademarks and tradenames is reflected net of $ 251,551 of accumulated impairment charges as of September 30, 2024 and June 30, 2024.

There were no events or circumstances that warranted an interim impairment test for indefinite-lived intangible assets during the three months ended September 30, 2024 or 2023.

(1) The gross carrying value of trademarks and tradenames is reflected net of $ 254,887 and $ 251,551 of a ccumulated impairment charges as of December 31, 2024 and June 30, 2024, respectively.

(2) The reduction in carrying value of other intangible assets as of December 31, 2024 reflected accumulated non-cash impairment charges of $ 29,366 and $ 17,032 recognized as of December 31, 2024 and June 30, 2024, respectively.

During the three months ended December 31, 2024, the Company recorded a non-cash impairment charge of $ 15,733 within its North America reportable segment related to its personal care intangible assets (primarily Avalon Organics ® JASON ® , and Live Clean ® trademarks and tradenames) in connection with the Company’s announcement to explore strategic alternatives associated with its personal care business.

The Company determined that not all criteria were met to be able to classify the personal care business as held for sale as of December 31, 2024, since the Company had not sought approval from its Board of Directors to explore strategic alternatives for such business prior to that date.

However, since a plan was initiated shortly after the balance

sheet date, the Company determined that the associated long-lived assets should be tested for recoverability as of December 31, 2024.

To determine the amount of the impairment, the Company compared the carrying amount of the personal care intangible assets to their estimated fair value.

The assets are part of the North America reportable segment and have a remaining aggregate carrying amount of nil as of December 31, 2024.

Amortized intangible assets, which are deemed to have a finite life, primarily consist of customer relationships, trademarks and tradenames and are amortized over their estimated useful lives of 7 to 25 years.

1 unchanged sentence

Amortization expense included in the consolidated statements of operations is as follows:

Three Months Ended September 30,

Three Months Ended December 31,

Six Months Ended December 31,

Amortization of acquired intangibles

1 unchanged sentence

Debt and borrowings consisted of the following:

September 30, 2024

December 31, 2024

June 30, 2024

21 unchanged sentences

Following the Second Amendment Period, loans bear interest at rates based on (a) Term SOFR plus a rate ranging from 1.125 % to 2.0 % per annum or (b) the Base Rate plus a rate ranging from 0.125 % to 1.0 % per annum, the relevant rate in each case being the Applicable Rate.

The Applicable Rate following the Second Amendment

Period is determined in accordance with a leverage-based pricing grid, as set forth in the Credit Agreement as amended by the Second Amendment.

Excluding the impac t of hedges, the weighted average interest rate on outstanding borrowings under the Credit Agreement at September 30, 2024 was 7.76 %.

During fiscal 2022, the Company used interest rate swaps to hedge a portion of the interest rate risk related its outstanding variable rate debt.

As of September 30, 2024, the notional amount of the interest rate swaps was $ 400 million with fixed rate payments of 5.60 %.

Including the impact of hedges, the weighted average interest rate on outstanding borrowings under the Credit Agreement at September 30, 2024 was 6.56 %.

The Applicable Rate following the Second Amendment Period is determined in accordance with a leverage-based pricing grid, as set forth in the Credit Agreement as amended by the Second Amendment.

Excluding the impac t of hedges, the weighted average interest rate on outstanding borrowings under the Credit Agreement at December 31, 2024 was 7.61 %.

The Company uses interest rate swaps to hedge a portion of the interest rate risk related its outstanding variable rate debt.

As of December 31, 2024, the notional amount of the interest rate swaps was $ 400 million with fixed rate payments of 5.60 %.

Including the impact of hedges, the weighted average interest rate on outstanding borrowings under the Credit Agreement at December 31, 2024 was 6.55 %.

Additionally, the Credit Agreement contains a Commitment Fee (as defined in the Credit Agreement) on the amount unused under the Credit Agreement ranging from 0.15 % to 0.25 % per annum, and such Commitment Fee is determined in accordance with a leverage-based pricing grid.

As of September 30, 2024, there were $ 473,000 of loans under the Revolver, $ 268,675 of Term Loans, and $ 3,247 of letters of credit outstanding under the Credit Agreement.

As of September 30, 2024, $ 323,753 was available under the Credit Agreement, subject to compliance with the financial covenants.

As of September 30, 2024, the Company was in compliance with all associated covenants.

As of December 31, 2024, there were $ 463,000 of loans under the Revolver, $ 266,800 of Term Loans, and $ 2,775 of letters of credit outstanding under the Credit Agreement.

As of December 31, 2024, $ 334,225 wa s available under the Credit Agreement, subject to compliance with the financial covenants.

As of December 31, 2024, the Company was in compliance with all associated covenants.

Credit Agreement Issuance Costs

1 unchanged sentence

Of the total deferred costs, $ 4,198 were associated with the Revolver and are being amortized on a straight-line basis within Other assets on the consolidated balance sheets, and $ 1,531 are being recorded as an adjustment to the carrying amount of the Term Loans as a component of Interest and other financing expense, net over the term of the Credit Agreement utilizing the effective interest rate method.

Interest paid during the three months ended September 30, 2024 and September 30, 2023 was $ 12,455 and $ 11,432 , respectively.

Interest paid during the three and six months ended December 31, 2024 was $ 11,828 and $ 24,283 , respectively.

Interest paid during the three and six months ended December 31, 2023 was $ 15,956 and $ 27,388 , respectively.

In general, the Company uses an estimated annual effective tax rate, which is based on expected annual income and statutory tax rates in the various jurisdictions in which the Company operates, to determine its quarterly provision for income taxes.

However, to the extent that application of the estimated annual effective tax rate is not representative of the quarterly portion of actual tax expense expected to be recorded for the year in a jurisdiction, the Company determines the provision for income taxes based on actual year-to-date income (loss), which has been the case for certain jurisdictions for the quarter ended September 30, 2024.

However, to the extent that application of the estimated annual effective tax rate is not representative of the quarterly portion of actual tax expense expected to be recorded for the year in a jurisdiction, the Company determines the provision for income taxes based on actual year-to-date income (loss) which it has done for certain jurisdictions for the quarter ended December 31, 2024.

Certain significant or unusual items are separately recognized in the quarter in which they occur and can be a source of variability on the effective tax rates from quarter to quarter.

The Company’s effective tax rate may change from period-to-period based on recurring and non-recurring factors including the geographical mix of earnings, enacted tax legislation, state and local income taxes and tax audit settlements.

The effective income tax rate was an expense of 22.0 % and a benefit of 35.3 % for the three months ended September 30, 2024 and 2023, respectively.

The income tax expense for the three months ended September 30, 2024 reflected foreign tax expense in certain jurisdictions and an increase in the valuation allowance for both federal and state income taxes.

The effective income tax rate was an expense of 2.7 % and a benefit of 25.2 % for the three months ended December 31, 2024 and 2023, respectively.

The effective income tax rate was an expense of 5.4 % and a benefit of 30.0 % for the six months ended December 31, 2024 and 2023, respectively.

The effective income tax rates for the three and six months ended December 31, 2024 and December 31, 2023 were impacted by the geographical mix of earnings and state income taxes.

The effective income tax rate for the three and six months ended December 31, 2024 was also impacted by the impairment of goodwill and personal care intangibles and movement in both federal and state valuation allowances.

The effective income tax rate for the three and six months ended December 31, 2023 was impacted by tax expense related to stock-based compensation, global intangible low-taxed income, and limitations on the deductibility of executive compensation.

ACCUMULATED OTHER COMPREHENSIVE LOSS

8 unchanged sentences

Balance at September 30, 2023

Other comprehensive income (loss) before reclassifications

Amounts reclassified into (income) expense

Net change in accumulated other comprehensive income (loss) for the three months ended December 31, 2023 (1)

Balance at December 31, 2023

Balance at June 30, 2024

3 unchanged sentences

Balance at September 30, 2024

(1) See Note 14, Derivatives and Hedging Activities, for the amounts reclassified into income for deferred gains on hedging instruments recorded in the consolidated statements of operations during the three months ended September 30, 2024 and 2023.

Other comprehensive (loss) income before reclassifications

Amounts reclassified into income

Net change in accumulated other comprehensive (loss) income for the three months ended December 31, 2024 (1)

Balance at December 31, 2024

STOCK-BASED COMPENSATION AND INCENTIVE PERFORMANCE PLANS

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The 2022 Plan permits the Company to continue making equity-based and other incentive awards in a manner intended to properly incentivize its employees, directors, consultants and other service providers by aligning their interests with the interests of the Company’s shareholders.

The 2022 Plan is administered by the Compensation and Talent Management Committee of the Company’s Board of Directors.

The Company also historically granted shares under its Amended and Restated 2002 Long-Term Incentive and Stock Award Plan (the “2002 Plan”) and its 2019 Equity Inducement Award Program (the “2019 Inducement Program”).

The 2022 Plan, the 2002 Plan and the 2019 Inducement Program are collectively referred to as the “Stock Award Plans”.

The Company’s long term incentive program (“LTIP”) is described in Note 13, Stock-Based Compensation and Incentive Performance Plans , in the Notes to the Consolidated Financial Statements in the Form 10-K.

The 2022 Plan is administered by the Compensation Committee of the Company’s Board of Directors.

The Company also historically granted shares under its Amended and Restated 2002 Long-Term Incentive and Stock Award Plan and its 2019 Equity Inducement Award Program.

The Company’s long-term incentive program (“LTIP”) is described in Note 13,

Stock-Based Compensation and Incentive Performance Plans, in the Notes to the Consolidated Financial Statements in the Form 10-K.

In the second quarter of fiscal 2025, a new form of awards was granted to employees that can be settled in cash or stock, at the Company’s discretion.

These awards are accounted for as liability-based equity awards, since the Company has the ability and intent to settle such awards in cash.

Compensation cost and related income tax benefits recognized in the consolidated statements of operations for stock-based compensation plans were as follows:

Three Months Ended September 30,

Three Months Ended December 31,

Six Months Ended December 31,

Selling, general and administrative expense

Stock-based awards

Cash-settled awards

Total selling, general and administrative expenses

Related income tax benefit

Stock-Based Award Activity

Stock-based awards are generally issued in the form of restricted share units (“RSU”), which are service-based awards, and performance share units (“PSU”) that are subject to the achievement of minimum market conditions.

Stock-based awards are generally issued in the form of restricted share units (“RSUs”), which are service-based awards, and performance share units (“PSUs”) that are subject to the achievement of minimum market conditions or performance goals.

RSU awards to employees generally provide for vesting in equal annual installments over a period of three years, with different vesting periods in certain cases.

RSU awards to non-employee directors generally provide for a vesting period of one year.

For PSU awards, the following share figures are stated at target levels, and the awards outstanding as of September 30, 2024 generally provide for vesting at 0 % to 200 % of the target level.

For PSU awards, the following share figures are stated at target levels, and the awards outstanding as of December 31, 2024 generally provide for vesting at 0 % to 150 % or 200 % of the target level.

Awards of PSUs and RSUs are issued at no cost to the recipient.

A summary of all stock-based award activity for the three months ended September 30, 2024 is as follows:

A summary of all stock-based award activity for the six months ended December 31, 2024 is as follows:

Number of Shares

2 unchanged sentences

Non-vested RSUs and PSUs outstanding at June 30, 2024

Non-vested RSUs and PSUs outstanding at September 30, 2024

The fair value of RSUs granted and of shares vested, and the tax benefit recognized from restricted shares vesting was as follows:

Three Months Ended September 30,

Fair value of RSUs granted

Non-vested RSUs and PSUs outstanding at December 31, 2024

The fair value of RSUs and PSUs granted and of shares vested, and the tax benefit recognized from restricted shares vesting was as follows:

Six Months Ended December 31,

Fair value of RSUs and PSUs granted

Fair value of shares vested

Tax benefit recognized from restricted shares vesting

At September 30, 2024, there was $ 15,518 of unrecognized stock-based compensation expense related to non-vested restricted stock awards, which is expected to be recognized over a weighted average period of 1.8 years.

At December 31, 2024, there wa s $ 26,178 o f unrecognized stock-based compensation expense related to non-vested stock-based awards, which is expected to be recognized over a weighted average period of 1.53 years.

Cash-Settled Award Activity

The Company grants cash-settled awards that are either service-based or subject to the achievement of minimum market conditions or performance goals.

Service-based cash awards generally provide for vesting in equal annual installments over a period of three years, with different vesting periods in certain cases.

For cash awards tied to minimum market conditions or performance goals, award amounts are stated at target levels with vesting at 0 % to 150 % of the target level depending on conditions or performance.

Cash-based awards are issued at no cost to the recipient.

The fair value of these cash-settled awards is measured at each reporting period until the awards are settled.

The performance-based cash-settled award liability at December 31, 2024 was recorded ratably based on the Company's projected achievement at the end of the measurement period.

The cash incentive award liability was $ 272 at December 31, 2024, $ 180 of which is classified as a liability and reported in accrued expenses and other current liabilities, with the balance included other non-current liabilities within the consolidated balance sheet.

During the three months ended December 31, 2024, the estimated fair value of granted cash-settled awards was $ 4,749 .

For the reporting period, the Company recognized a forfeiture adjustment of $ 120 .

As of December 31, 2024, the total remaining non-vested cash-settled awards outstanding was $ 4,629 .

At December 31, 2024, there was $ 4,353 of unrecognized cash-based compensation expense related to non-vested awards, which is expected to be recognized over a weighted average period of 2.82 years.

FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE

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• Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

The following table presents assets and liabilities measured at fair value on a recurring basis as of September 30, 2024:

The following table presents assets and liabilities measured at fair value on a recurring basis as of December 31, 2024:

Derivative financial instruments

3 unchanged sentences

Derivative financial instruments

There were no transfers of financial instruments between the three levels of fair value hierarchy during the three months ended September 30, 2024 or 2023.

There were no transfers of financial instruments between the three levels of fair value hierarchy during the six months ended December 31, 2024 or 2023.

Derivative Instruments

The Company uses interest rate swaps to manage interest rate risk and cross-currency swaps and foreign currency exchange contracts to manage exposure to currency fluctuations.

These instruments are valued using techniques like discounted cash flow analysis, which considers the contractual terms and market-based inputs such as interest rate curves and implied volatilities.

These instruments are valued using techniques like DCF analysis, which considers the contractual terms and market-based inputs such as interest rate curves and implied volatilities.

The fair values of interest rate swaps are determined by netting the discounted future fixed and variable cash flows.

2 unchanged sentences

Most inputs used to value derivatives fall within Level 2 of the fair value hierarchy, but credit valuation adjustments use Level 3 inputs, such as current credit spreads.

The impact of these adjustments was not significant to the overall valuation, so all derivatives as of September 30, 2024 and June 30, 2024 were classified as Level 2.

The impact of these adjustments was not significant to the overall valuation, so all derivatives as of December 31, 2024 and June 30, 2024 were classified as Level 2.

Nonrecurring Fair Value Measurements

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For indefinite-lived intangible assets, the fair value is determined using the relief from royalty approach, considering factors like future growth, royalty rates, discount rates, and other variables.

Fair value measurements for reporting units are estimated using discounted cash flow models, which involve significant management judgment and Level 3 inputs, such as economic conditions and customer demand.

Fair value measurements for reporting units are estimated using a blended analysis of the DCF income approach and GPCM market approach, which involve significant management judgment and Level 3 inputs, such as economic conditions and customer demand.

These measurements are performed at least annually for impairment testing.

The Company bases its fair value estimates on reasonable assumptions but acknowledges their unpredictability and inherent uncertainty.

During the three and six months ended, December 31, 2024, the Company recorded a non-cash impairment charge of $ 91,267 related to U.S.

reporting unit goodwill as discussed in Note 8, Goodwill and Other Intangible Assets .

As of December 31, 2024, such goodwill was classified as a Level 3 asset measured at fair value on a nonrecurring basis with an estimated fair value of $ 800,000 .

During the three and six months ended December 31, 2024, the Company recorded non-cash impairment charges of $ 17,986 for personal care intangible assets and associated property, plant and equipment as discussed in Note 6, Property and Equipment, Net, and Note 8 , Goodwill and Other Intangible Assets .

As of December 31, 2024, such intangible assets and property, plant and equipment were classified as Level 3 assets measured at fair value on a nonrecurring basis with estimated fair values of nil.

During the three and six months ended December 31, 2023, the Company recognized a non-cash impairment charge of $ 20,666 related to an asset group in the North America reportable segment, as discussed in Note 6, Property, Plant and Equipment, Net .

The asset group was primarily comprised of property, plant and equipment and fair value was determined using a DCF analysis.

As of December 31, 2023, the asset group’s property, plant and equipment were classified as Level 3 assets measured at fair value on a nonrecurring basis.

DERIVATIVES AND HEDGING ACTIVITIES

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These fluctuations may impact the value of the Company’s cash receipts and payments in terms of the Company’s functional currency.

enters into derivative financial instruments to protect the value or fix the amount of certain assets and liabilities in terms of its functional currency, the U.S.

The Company enters into derivative financial instruments to protect the value or fix the amount of certain assets and liabilities in terms of its functional currency, the U.S.

Accordingly, the Company uses derivative financial instruments to manage and mitigate such risks.

4 unchanged sentences

Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

During the three months ended September 30, 2024 and 2023, such derivatives were used to hedge the variable cash flows associated with existing variable rate debt.

During the three and six months ended December 31, 2024 and 2023, such derivatives were used to hedge the variable cash flows associated with existing variable rate debt.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in AOCL and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings.

1 unchanged sentence

During the next 12 months, the Company estimates that an additional $ 4,276 will be reclassified as a decrease to interest expense.

As of September 30, 2024, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk:

As of December 31, 2024, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk:

Interest Rate Derivative

7 unchanged sentences

For derivatives designated and that qualify as cash flow hedges of foreign exchange risk, the gain or loss on the derivative is recorded in AOCL and subsequen tly reclassified in the same period during which the hedged transaction affects earnings within the same income statement line item as the earnings effect of the hedged transaction.

During the next 12 months, the Company estimates that no amount relat ing to the foreign currency forward contracts will be reclassified to interest expense.

As of September 30 , 2024, the Company had no outstan ding foreign currency derivatives that were used to hedge its foreign exchange risks.

During the next 12 months, the Company estimates that an additional $ 70 relating to the foreign currency forward contracts will be reclassified to interest expense.

As of December 31 , 2024, the Company had the following outstanding foreign currency derivatives that were used to hedge its foreign exchange risks:

Foreign Currency Derivative

Number of Instruments

Notional Sold

Notional Purchased

Foreign currency forward contract

Net Investment Hedges

7 unchanged sentences

Amounts are reclassified out of AOCL into earnings when the hedged net investment is either sold or substantially liquidated.

As of September 30, 2024, the Company had the following outstanding foreign currency derivatives that were used to hedge its net investments in foreign operations:

As of December 31, 2024, the Company had the following outstanding foreign currency derivatives that were used to hedge its net investments in foreign operations:

Foreign Currency Derivative

11 unchanged sentences

During the next 12 months, the Company estimates that a n additional $ 476 relating to cross currency swaps will be reclassified as a decrease to interest expense.

As of September 30, 2024, the Company had the following outstanding foreign currency derivatives that were used to hedge changes in fair value attributable to foreign exchange risk:

As of December 31, 2024, the Company had the following outstanding foreign currency derivatives that were used to hedge changes in fair value attributable to foreign exchange risk:

Foreign Currency Derivative

3 unchanged sentences

Cross-currency swap

As of September 30, 2024 and June 30, 2024, the following amounts were recorded on the consolidated balance sheets related to cumulative basis adjustment for fair value hedges:

As of December 31, 2024 and June 30, 2024, the following amounts were recorded on the consolidated balance sheets related to cumulative basis adjustment for fair value hedges:

Carrying Amount of the Hedged Asset

Cumulative Amount of Fair Value Hedge Adjustment Included in the Carrying Amount of the Hedged Asset

September 30, 2024

December 31, 2024

June 30, 2024

September 30, 2024

December 31, 2024

June 30, 2024

1 unchanged sentence

Designated Hedges

The following table presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheet as of September 30, 2024:

The following table presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheet as of December 31, 2024:

Asset Derivatives

15 unchanged sentences

Other noncurrent liabilities

Foreign currency forward contracts

Prepaid expenses and other current assets

Accrued expenses and other current liabilities

Total derivatives designated as hedging instruments

18 unchanged sentences

Total derivatives designated as hedging instruments

The following table presents the pre-tax effect of cash flow hedge accounting on AOCL for the three months ended September 30, 2024 and 2023:

Derivatives in Cash Flow

Hedging Relationships

Amount of (Loss) Gain Recognized in AOCL on Derivatives

Location of Gain Reclassified from AOCL into Income

Amount of Gain Reclassified from AOCL into Income

Three Months Ended

September 30,

Three Months Ended

September 30,

The following table presents the pre-tax effect of the Company’s cash flow hedges, net investment hedges, and fair value hedges on AOCL for the three and six months ended December 31, 2024 and 2023:

Amount of Gain (Loss) Recognized in AOCL on Derivatives

Three Months Ended December 31,

Six Months Ended December 31,

Derivatives in cash flow hedging relationships:

Interest rate swaps

Interest and other financing expense, net

Foreign currency forward contracts

Cost of sales

The following table presents the pre-tax effect of the Company’s derivative financial instruments electing cash flow hedge accounting on the consolidated statements of operations for the three months ended of September 30, 2024 and 2023:

Location and Amount of Gain (Loss) Recognized in the Consolidated Statements of Operations on Cash Flow Hedging Relationships

Three Months Ended

September 30, 2024

Three Months Ended

September 30, 2023

Interest and other financing expense, net

The effects of cash flow hedging:

Gain on cash flow hedging relationships

Interest rate swaps

Amount of gain reclassified from AOCL into income

The following table presents the pre-tax effect of fair value hedge accounting on AOCL for the three months ended September 30, 2024 and 2023:

Derivatives in Fair value

Hedging Relationships

Amount of (Loss) Gain Recognized in AOCL on Derivatives

Location of Gain Reclassified from AOCL into Income on Derivatives (Amount Excluded from Effectiveness Testing)

Amount of Gain Reclassified from AOCL into Income on Derivatives (Amount Excluded from Effectiveness Testing)

Three Months Ended

September 30,

Three Months Ended

September 30,

Derivatives in net investment hedging relationships:

Cross-currency swaps

Interest and other financing expense, net

The following table presents the pre-tax effect of the Company’s derivative financial instruments electing fair value hedge accounting on the consolidated statements of operations as of September 30, 2024 and 2023:

Location and Amount of (Loss) Gain Recognized in the Consolidated Statements of Operations on Fair Value Hedging Relationships

Three Months Ended

September 30, 2024

Three Months Ended

September 30, 2023

Interest and other financing expense, net

The effects of fair value hedging:

Gain on fair value hedging relationships

Derivatives in fair value hedging relationships:

Cross-currency swaps

Amount of (loss) gain reclassified from AOCL into (expense) income

The following table presents the pre-tax effect of the Company’s net investment hedges on AOCL and the consolidated statements of operations for the three months ended September 30, 2024 and 2023:

The following table presents the pre-tax effect of the Company’s cash flow hedges, net investment hedges, and fair value hedges on the consolidated statements of operations, recorded in interest and other financing expense, net, for the three and six months ended December 31, 2024 and 2023:

Amount of Gain Reclassified from AOCL into Income (Expense)

Three Months Ended December 31,

Six Months Ended December 31,

Derivatives in cash flow hedging relationships:

Interest rate swaps

Derivatives in net investment hedging relationships:

Amount of (Loss) Gain Recognized in AOCL on Derivatives

Location of Gain Recognized in Income on Derivatives (Amount Excluded from Effectiveness Testing)

Amount of Gain Recognized in Income on Derivatives (Amount Excluded from Effectiveness Testing)

Three Months Ended

September 30,

Three Months Ended

September 30,

Cross-currency swaps

Interest and other financing expense, net

Derivatives in fair value hedging relationships:

Cross-currency swaps (1)

(1) Net of amount that is excluded from effectiveness testing.

Amount of gain, excluded from effectiveness testing, reclassified from A OCL into income for the three months ended December 31, 2024 and 2023 was $ 123 .

Amount of gain, excluded from effectiveness testing, reclassified from AOCL into income for the six months ended December 31, 2024 and 2023 was $ 247 .

TRANSFORMATION PROGRAM - HAIN REIMAGINED

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contract termination costs, asset write-downs, employee-related costs and other transformation-related expenses.

For the three months ended September 30, 2024, expenses associated with the Hain Reimagined Program in the amount of $ 5,018 , $ 376 , and $ 31 , respectively, were recorded in productivity and transformation costs, cost of sales, and intangibles and long-lived asset impairment, respectively, on the consolidated statements of operations .

For the three months ended September 30, 2023, expenses associated with the Hain Reimagined Program in the amount of $ 6,403 and $ 3,320 , respectively, were recorded in productivity and transformation costs and cost of sales, respectively, on the consolidated statements of operations .

The table below sets forth expenses associated with the Hain Reimagined Program for the period ended September 30, 2024 and September 30, 2023 by reportable segments and Corporate and Other.

Three Months Ended

September 30, 2024

For the three months ended December 31, 2024, expenses associated with the Hain Reimagined Program in the amount of $ 4,190 , $ 2,254 and $ 858 , were recorded in productivity and transformation costs, intangibles and long-lived asset impairment and cost of sales, respectively, on the consolidated statements of operations .

For the three months ended December 31, 2023, expenses associated with the Hain Reim agined Program in the amount of $ 20,666 , $ 6,869 and $ 3,113 , were recorded in long-lived asset impairment, productivity and transformation costs and cost of sales, respectively, on the consolidated statements of operations .

For the six months ended December 31, 2024, expenses associated with the Hain Reimagined Program in the amount of $ 9,208 , $ 2,285 and $ 1,234 , were recorded in productivity and transformation costs, intangibles and long-lived asset impairment, and cost of sales, respectively, on the consolidated statements of operations.

For the six months ended December 31, 2023, expenses associated with the Hain Reimagined Program in the amount of $ 20,666 , $ 13,272 and $ 6,433 , were recorded in long-lived assets impairments, productivity and transformation costs and cost of sales, respectively, on the consolidated statements of operations.

The table below sets forth expenses associated with the Hain Reimagined Program for the three and six months period ended December 31, 2024 and December 31, 2023 by reportable segments and Corporate and Other.

Three Months Ended

September 30, 2023

Six Months Ended

December 31, 2024

December 31, 2023

December 31, 2024

December 31, 2023

North America

1 unchanged sentence

International

The following table displays the activities and liability balances relating to the Hain Reimagined Program for the period ended as of September 30, 2024.

The following table displays the activities and liability balances relating to the Hain Reimagined Program for the period ended as of December 31, 2024.

The Company expects to pay the remaining accrued restructuring costs during the next 12 months.

Non-cash settlements/

September 30,

Employee-related costs

3 unchanged sentences

(1) Represents non-cash asset write-downs including asset impairment and accelerated depreciation.

2 Other transformation-related expenses primarily include consultancy charges related to reorganization of global functions and related personnel resource requirements, and rationalizing sourcing and supply chain processes.

(2) Other transformation-related expenses primarily include consultancy charges related to reorganization of global functio ns and related personnel resource requirements, and rationalizing sourcing and supply chain processes.

COMMITMENTS AND CONTINGENCIES

4 unchanged sentences

and (3) Spadola v.

The Hain Celestial Group, Inc., et al.

The Hain Celestial Group,

(collectively, the “Securities Complaints”).

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Defendants opposed, and the appeal was fully briefed as of June 3, 2024.

The Court has scheduled oral argument on Plaintiffs’ appeal for December 5, 2024.

The Court held oral argument on Plaintiffs’ appeal on December 5, 2024 and the Parties await a decision.

Additional Stockholder Class Action and Derivative Complaints Filed in Federal Court

9 unchanged sentences

After the District Court granted Defendants’ motion to dismiss the Consolidated Securities Action, the Co-Lead Plaintiffs in that action filed a Second Amended Complaint on May 6, 2019.

parties to the Consolidated Stockholder Class and Derivative Action thereby agreed to continue the stay of Defendants’ time to answer, move, or otherwise respond to the consolidated amended complaint through 30 days after a decision on Defendants’ motion to dismiss the Second Amended Complaint in the Consolidated Securities Action.

The parties to the Consolidated Stockholder Class and Derivative Action thereby agreed to continue the stay of Defendants’ time to answer, move, or otherwise respond to the consolidated amended complaint through 30 days after a decision on Defendants’ motion to dismiss the Second Amended Complaint in the Consolidated Securities Action.

On April 6, 2020, the District Court granted Defendants’ motion to dismiss the Second Amended Complaint in the Consolidated Securities Action, with prejudice.

3 unchanged sentences

On November 3, 2020, Plaintiffs were informed that the Board of Directors had finished investigating and resolved, among other things, that the demand should be rejected.

In light of the Second Circuit vacating the District Court’s judgment in the Consolidated Securities Action referenced above and remanding the case for further proceedings, the Parties submitted a joint status report on December 29, 2021 requesting that the District Court continue the temporary stay pending the District Court’s reconsideration of the Defendants’ motion to dismiss the Second Amended Complaint in the Consolidated Securities Action.

The parties have most recently agreed to extend the stay through the earlier of November 8, 2024 or 30 days after the Second Circuit issues a decision on Plaintiffs’ currently pending appeal.

Second Amended Complaint in the Consolidated Securities Action.

The parties have most recently agreed to extend the stay through the earlier of March 28, 2025 or 30 days after the Second Circuit issues a decision on Plaintiffs’ currently pending appeal.

Baby Food Litigation

11 unchanged sentences

Plaintiffs served their opposition on March 14, 2024, and the Company served its reply on April 4, 2024.

The Court heard oral argument on the motion to dismiss on August 1, 2024, and took the motion under submission.

Following oral argument on August 1, 2024, the Court issued an order on December 27, 2024 in which it granted the Company’s motion to dismiss with respect to Plaintiffs’ claims arising out of the alleged presence of lead, cadmium, mercury, or other substances, as well as any claims challenging the use of the “USDA Organic” seal on the Products’ labeling, and denied the Company’s motion to dismiss with respect to Plaintiffs’ claims arising out of the alleged presence of arsenic in the Products.

The Company filed its answer to the Consolidated Class Action Complaint on January 23, 2025.

One consumer class action is pending in New York Supreme Court, Nassau County, which the court has stayed in deference to the Consolidated Proceeding.

7 unchanged sentences

The Company and several other manufacturers moved to dismiss the New Mexico Attorney General’s lawsuit, and the Court denied that motion.

The Company filed its answer to the New

Mexico Attorney General’s amended complaint on April 23, 2022, and discovery is set to commence.

The Company filed its answer to the New Mexico Attorney General’s amended complaint on April 23, 2022, and discovery is set to commence.

The Company denies the New Mexico Attorney General’s allegations and maintains that its baby foods are safe, properly labeled, and compliant with New Mexico law.

9 unchanged sentences

1 staying all outstanding discovery proceedings and pending motions and vacating all previously scheduled hearing dates.

There are approximately 24 federal cases filed against the Company pending in the multi-district litigation (“MDL”).

There are approximately 30 federal cases filed against the Company pending in the

multi-district litigation (“MDL”).

Plaintiffs filed their Master Complaint on July 15, 2024.

The MDL will first proceed with general causation discovery.

On December 18, 2024, Defendants filed motions to dismiss the Master Complaint.

A hearing is set for February 27, 2025.

California State Court Cases

7 unchanged sentences

23STCV24844, fact discovery has closed, and expert discovery is ongoing.

The Court vacated the original January 2025 trial date, and a new trial date has not been set.

Trial is currently set for July 14, 2025.

The Hain Celestial Group

• In the matter Palmquist v.

6 unchanged sentences

the Company filed a petition for en banc reconsideration, which the Fifth Circuit denied.

The case has been remanded to Texas state court.

The Company expects to petition the Supreme Court of the United States for a writ of certiorari.

The Hain Celestial Group, et al., in the Superior Court for the State of California, County of Los Angeles, judgment was entered on October 26, 2023 in favor of the defendants as a result of successful defense pretrial motions, including the Company’s motion for summary judgment.

The time for appeal has passed.

The case has been remanded to Texas state court, where it is now pending in the District Court of Brazoria County, Texas.

Discovery is ongoing and the case has been set for a new trial on September 22, 2025.

• On January 7, 2025, the Company filed a Petition for a Writ of Certiorari in the United States Supreme Court.

• On December 19, 2024, Plaintiffs filed a new case, Graham v.

Beech-Nut Nutrition Co.

, in the Philadelphia Court of Common Pleas.

Defendants filed a Notice of Removal on January 13, 2025.

The Company denies that its Products led to any of the alleged injuries and will defend these cases vigorously.

13 unchanged sentences

The Company uses segment net sales and segment Adjusted EBITDA in order to analyze segment results and trends.

Segment Adjusted EBITDA excludes net interest expense, income taxes, depreciation and amortization, equity in net loss of equity-method investees, stock-based compensation, net, unrealized currency losses, certain litigation and related costs, plant closure related costs, net, productivity and transformation costs, costs associated with acquisitions, divestitures and other transactions, loss on sale of assets, long-lived asset impairments and other adjustments.

Segment Adjusted EBITDA excludes net interest expense, income taxes, depreciation and amortization, equity in net loss of equity-method investees, stock-based compensation, net, unrealized currency losses, certain litigation and related costs, plant closure related costs, net, productivity and transformation costs, costs associated with acquisitions, divestitures and other transactions, loss on sale of assets, impairment of goodwill, intangibles and long-lived assets and other adjustments.

In addition, Segment Adjusted EBITDA does not include Corporate and Other expenses related to the Company’s centralized administrative functions, which do not specifically relate to a reportable segment.

3 unchanged sentences

Transactions between reportable segments were insignificant for all periods presented.

Three Months Ended September 30,

Three Months Ended December 31,

Six Months Ended December 31,

North America

10 unchanged sentences

Stock-based compensation, net

Unrealized currency losses

Unrealized currency gains

Certain litigation expenses, net (a)

2 unchanged sentences

Plant closure related costs, net

Warehouse/manufacturing consolidation and other costs, net

Acquisitions, divestitures and other

Loss on sale of assets

Gain (loss) on sale of assets

Transaction and integration costs, net

Impairment charges

Long-lived asset impairment

(a) Expenses and items relating to securities class action, baby food litigation and SEC investigation.

Goodwill impairment

Intangibles and long-lived asset impairment

(a) Expenses and item s relating to securities class action, baby food litigation and SEC investigation.

The Company’s net sales by product category are as follows:

Three Months Ended September 30,

Three Months Ended December 31,

Six Months Ended December 31,

Meal preparation

1 unchanged sentence

The Company’s net sales by geographic region, which are generally based on the location of the Company’s subsidiaries, are as follows:

Three Months Ended September 30,

Three Months Ended December 31,

Six Months Ended December 31,

United States

3 unchanged sentences

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.

What changed 10-Q

Item 1. Financial Statements