MARZETTI CO 10-K

Item 8. Financial Statements and Supplementary Data 30 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Lancaster Colony Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Lancaster Colony Corporation and subsidiaries (the “Company”) as of June 30, 2024 and 2023, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows, for each of the three years in the period ended June 30, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and 2023 and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2024, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of June 30, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August 22, 2024, expressed an unqualified opinion on the Company’s internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Valuation of Long-Lived Assets and Other Intangible Assets - Angelic Bakehouse and Flatout Product Lines - Refer to Notes 1 and 5 in the Financial Statements Critical Audit Matter Description The Company monitors the recoverability of the carrying value of its long-lived and other intangible assets by periodically considering whether indicators of impairment are present. Indicators of impairment may include, but are not limited to, factors such as adverse changes in the macroeconomic environment, adverse changes in the extent or manner an asset or group of assets are used by management, unfavorable events impacting current and projected operating results and cash flows, or decisions to explore strategic alternatives or exit individual businesses before the end of their expected useful life. If such indicators are present, the Company determines if the assets are recoverable by comparing the sum of the undiscounted future cash flows to the assets’ carrying amounts. If the carrying amounts are greater, then the assets are not recoverable. Given the subjectivity in determining qualitative and quantitative impairment indicators for an asset group, management exercises significant judgment in the identification of whether impairment indicators are present. Accordingly, auditing management's determination of whether impairment indicators exist for an asset group was challenging due to the judgment applied in both the identification of such factors, and the evaluation of whether the factors have an impact on the recovery of the carrying value of the asset group. 31 Table of Contents How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the Company’s identification of potential indicators of impairment of its long-lived and other intangible assets included the following, among others: • We evaluated the design and tested the operating effectiveness of controls over management’s evaluation of impairment indicators. • We evaluated the reasonableness of management’s assessment of impairment indicators by: ◦ Evaluating management’s process for identifying qualitative and quantitative impairment indicators by asset group and whether management appropriately considered such indicators. ◦ Conducting a completeness assessment to determine whether additional impairment indicators were present during the period that were not identified by management. /s/ Deloitte & Touche LLP Deloitte & Touche LLP Columbus, Ohio August 22, 2024 We have served as the Company’s auditor since 1961. 32 Table of Contents LANCASTER COLONY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS June 30, (Amounts in thousands, except share data) 2024 2023 ASSETS Current Assets: Cash and equivalents $ 163,443 $ 88,473 Receivables 95,560 114,967 Inventories: Raw materials 38,212 40,761 Finished goods 135,040 117,504 Total inventories 173,252 158,265 Other current assets 11,738 12,758 Total current assets 443,993 374,463 Property, Plant and Equipment: Property, plant and equipment-gross 877,526 853,709 Less accumulated depreciation 399,830 371,503 Property, plant and equipment-net 477,696 482,206 Other Assets: Goodwill 208,371 208,371 Other intangible assets-net — 4,840 Operating lease right-of-use assets 55,128 24,743 Other noncurrent assets 21,743 18,371 Total $ 1,206,931 $ 1,112,994 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities: Accounts payable $ 118,811 $ 111,758 Accrued liabilities 65,158 56,994 Total current liabilities 183,969 168,752 Noncurrent Operating Lease Liabilities 44,557 16,967 Other Noncurrent Liabilities 15,357 17,683 Deferred Income Taxes 37,276 47,325 Commitments and Contingencies Shareholders’ Equity: Preferred stock-authorized 3,050,000 shares; outstanding- none Common stock-authorized 75,000,000 shares; outstanding-2024- 27,527,090 shares; 2023- 27,527,550 shares 153,616 143,870 Retained earnings 1,564,642 1,503,963 Accumulated other comprehensive loss ( 8,640 ) ( 9,365 ) Common stock in treasury, at cost ( 783,846 ) ( 776,201 ) Total shareholders’ equity 925,772 862,267 Total $ 1,206,931 $ 1,112,994 See accompanying notes to consolidated financial statements. 33 Table of Contents LANCASTER COLONY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME Years Ended June 30, (Amounts in thousands, except per share data) 2024 2023 2022 Net Sales $ 1,871,759 $ 1,822,527 $ 1,676,390 Cost of Sales 1,439,457 1,433,959 1,320,671 Gross Profit 432,302 388,568 355,719 Selling, General and Administrative Expenses 218,065 222,091 212,098 Change in Contingent Consideration — — ( 3,470 ) Restructuring and Impairment Charges 14,874 24,969 35,180 Operating Income 199,363 141,508 111,911 Other, Net 6,152 1,789 477 Income Before Income Taxes 205,515 143,297 112,388 Taxes Based on Income 46,902 32,011 22,802 Net Income $ 158,613 $ 111,286 $ 89,586 Net Income Per Common Share: Basic $ 5.77 $ 4.04 $ 3.26 Diluted $ 5.76 $ 4.04 $ 3.25 Weighted Average Common Shares Outstanding: Basic 27,440 27,462 27,448 Diluted 27,461 27,482 27,472 See accompanying notes to consolidated financial statements. 34 Table of Contents LANCASTER COLONY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Years Ended June 30, (Amounts in thousands) 2024 2023 2022 Net Income $ 158,613 $ 111,286 $ 89,586 Other Comprehensive Income (Loss): Defined Benefit Pension and Postretirement Benefit Plans: Net gain (loss) arising during the period, before tax 554 1,859 ( 4,029 ) Amortization of loss, before tax 573 679 401 Amortization of prior service credit, before tax ( 181 ) ( 181 ) ( 181 ) Total Other Comprehensive Income (Loss), Before Tax 946 2,357 ( 3,809 ) Tax Attributes of Items in Other Comprehensive Income (Loss): Net gain (loss) arising during the period, tax ( 130 ) ( 434 ) 942 Amortization of loss, tax ( 133 ) ( 158 ) ( 94 ) Amortization of prior service credit, tax 42 42 42 Total Tax (Expense) Benefit ( 221 ) ( 550 ) 890 Other Comprehensive Income (Loss), Net of Tax 725 1,807 ( 2,919 ) Comprehensive Income $ 159,338 $ 113,093 $ 86,667 See accompanying notes to consolidated financial statements. 35 Table of Contents LANCASTER COLONY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended June 30, (Amounts in thousands) 2024 2023 2022 Cash Flows From Operating Activities: Net income $ 158,613 $ 111,286 $ 89,586 Adjustments to reconcile net income to net cash provided by operating activities: Impacts of noncash items: Depreciation and amortization 55,896 51,210 45,880 Change in contingent consideration — — ( 3,470 ) Deferred income taxes and other changes ( 6,546 ) 9,453 2,230 Stock-based compensation expense 11,359 9,082 9,563 Restructuring and impairment charges 13,657 24,969 32,285 Gain on sale of property ( 22 ) ( 209 ) ( 123 ) Pension plan activity 416 ( 4 ) ( 548 ) Changes in operating assets and liabilities: Receivables 19,407 20,529 ( 37,599 ) Inventories ( 14,987 ) ( 13,563 ) ( 22,827 ) Other current assets ( 637 ) ( 1,458 ) 3,925 Accounts payable and accrued liabilities 14,397 14,606 ( 17,089 ) Net cash provided by operating activities 251,553 225,901 101,813 Cash Flows From Investing Activities: Payments for property additions ( 67,576 ) ( 90,181 ) ( 131,972 ) Proceeds from sale of property 6,969 1,212 368 Other-net ( 6,826 ) ( 1,813 ) ( 636 ) Net cash used in investing activities ( 67,433 ) ( 90,782 ) ( 132,240 ) Cash Flows From Financing Activities: Payment of dividends ( 97,934 ) ( 92,368 ) ( 86,761 ) Purchase of treasury stock ( 7,645 ) ( 9,201 ) ( 7,563 ) Tax withholdings for stock-based compensation ( 1,613 ) ( 3,026 ) ( 366 ) Principal payments for finance leases ( 1,958 ) ( 2,334 ) ( 2,655 ) Net cash used in financing activities ( 109,150 ) ( 106,929 ) ( 97,345 ) Net change in cash and equivalents 74,970 28,190 ( 127,772 ) Cash and equivalents at beginning of year 88,473 60,283 188,055 Cash and equivalents at end of year $ 163,443 $ 88,473 $ 60,283 See accompanying notes to consolidated financial statements. 36 Table of Contents LANCASTER COLONY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Amounts in thousands, except per share data) Common Stock Outstanding Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Shareholders’ Equity Shares Amount Balance, June 30, 2021 27,531 $ 128,617 $ 1,482,220 $ ( 8,253 ) $ ( 759,437 ) $ 843,147 Net income 89,586 89,586 Net pension and postretirement benefit losses, net of $( 890 ) tax effect ( 2,919 ) ( 2,919 ) Cash dividends - common stock ($ 3.15 per share) ( 86,761 ) ( 86,761 ) Purchase of treasury stock ( 45 ) ( 7,563 ) ( 7,563 ) Stock-based plans 34 ( 366 ) ( 366 ) Stock-based compensation expense 9,563 9,563 Balance, June 30, 2022 27,520 137,814 1,485,045 ( 11,172 ) ( 767,000 ) 844,687 Net income 111,286 111,286 Net pension and postretirement benefit gains, net of $ 550 tax effect 1,807 1,807 Cash dividends - common stock ($ 3.35 per share) ( 92,368 ) ( 92,368 ) Purchase of treasury stock ( 48 ) ( 9,201 ) ( 9,201 ) Stock-based plans 56 ( 3,026 ) ( 3,026 ) Stock-based compensation expense 9,082 9,082 Balance, June 30, 2023 27,528 143,870 1,503,963 ( 9,365 ) ( 776,201 ) 862,267 Net income 158,613 158,613 Net pension and postretirement benefit gains, net of $ 221 tax effect 725 725 Cash dividends - common stock ($ 3.55 per share) ( 97,934 ) ( 97,934 ) Purchase of treasury stock ( 45 ) ( 7,645 ) ( 7,645 ) Stock-based plans 44 ( 1,613 ) ( 1,613 ) Stock-based compensation expense 11,359 11,359 Balance, June 30, 2024 27,527 $ 153,616 $ 1,564,642 $ ( 8,640 ) $ ( 783,846 ) $ 925,772 See accompanying notes to consolidated financial statements. 37 Table of Contents LANCASTER COLONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share data) Note 1 – Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of Lancaster Colony Corporation and our wholly-owned subsidiaries, collectively referred to as “we,” “us,” “our,” “registrant,” or the “Company.” Intercompany transactions and accounts have been eliminated in consolidation. Our fiscal year begins on July 1 and ends on June 30. Unless otherwise noted, references to “year” pertain to our fiscal year; for example, 2024 refers to fiscal 2024, which is the period from July 1, 2023 to June 30, 2024. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires that we make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates included in these consolidated financial statements include allowances for customer deductions, net realizable value of inventories, useful lives for the calculation of depreciation and amortization, distribution accruals, pension and postretirement assumptions and self-insurance accruals. Actual results could differ from these estimates. Fair Value Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. GAAP sets forth a three-level fair value hierarchy, which prioritizes the inputs used in measuring fair value. The three levels are as follows: Level 1 – defined as observable inputs, such as quoted market prices in active markets. Level 2 – defined as inputs other than quoted prices in active markets that are either directly or indirectly observable. Level 3 – defined as unobservable inputs in which little or no market data exists, therefore, requiring an entity to develop its own assumptions. Our financial assets and liabilities subject to the three-level fair value hierarchy consist principally of cash and equivalents, accounts receivable, accounts payable and defined benefit pension plan assets. The estimated fair value of cash and equivalents, accounts receivable and accounts payable approximates their carrying value. See Note 10 for fair value disclosures related to our defined benefit pension plan assets. Impairment charges for property, plant and equipment and intangible assets resulted from nonrecurring fair value measurements. See further discussion in Note 1 and Note 5. Cash and Equivalents We consider all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The carrying amounts of our cash and equivalents approximate fair value due to their short maturities and are considered level 1 investments, which have quoted market prices in active markets for identical assets. As a result of our cash management system, checks issued but not presented to the banks for payment may create negative book cash balances. When such negative balances exist, they are included in Accrued Liabilities. Receivable Allowances Our receivables balance is net of trade-related allowances, which consist of sales discounts, trade promotions and certain other sales incentives. We evaluate the adequacy of these allowances considering several factors including historical experience, specific trade programs and existing customer relationships. These allowances can fluctuate based on the level of sales and promotional programs as well as the timing of deductions. We also provide an allowance for doubtful accounts based on our estimate of expected credit losses, which considers the aging of accounts receivable balances, historical write-off experience and on-going reviews of our trade receivables. Measurement of expected credit losses requires credit review of existing customer relationships, consideration of historical loss experience, including the need to adjust for current conditions, and judgments about the probable effects of relevant observable data, including present economic conditions such as delinquency rates and the economic health of customers. Our allowance for doubtful accounts was immaterial for all periods presented. 38 Table of Contents LANCASTER COLONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share data) Credit Risk Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and equivalents and trade accounts receivable. By policy, we limit the amount of credit exposure to any one institution or issuer. We maintain our cash and equivalents with high credit-quality financial institutions. Deposits with these financial institutions may exceed the amounts insured by the Federal Deposit Insurance Corporation. The majority of our excess cash is invested in AAA-rated money market funds that primarily invest in U.S. government securities. Our concentration of credit risk with respect to trade accounts receivable is mitigated by our credit evaluation process and our broad Retail and Foodservice customer base. However, see Note 8 with respect to our accounts receivable with Walmart Inc. and McLane Company, Inc., a wholesale distribution subsidiary of Berkshire Hathaway, Inc. Inventories Inventories are valued at the lower of cost or net realizable value and are costed by various methods that approximate actual cost on a first-in, first-out basis. Due to the nature of our business, work in process inventory is not a material component of inventory. When necessary, we provide allowances to adjust the carrying value of our inventory to the lower of cost or net realizable value, including any costs to sell or dispose. The determination of whether inventory items are slow moving, obsolete or in excess of needs requires estimates about the future demand for our products. The estimates as to future demand used in the valuation of inventory are subject to the ongoing success of our products and may differ from actual due to factors such as changes in customer and consumer demand. Property, Plant and Equipment Property, plant and equipment are recorded at cost, except for those acquired as part of a business combination, which are recorded at fair value at the time of purchase. We use the straight-line method of computing depreciation for financial reporting purposes based on the estimated useful lives of the corresponding assets. Estimated useful lives for buildings and improvements range generally from 10 to 40 years, machinery and equipment, excluding technology-related equipment, range generally from 3 to 15 years and technology-related equipment range generally from 3 to 5 years. For tax purposes, we generally compute depreciation using accelerated methods. The following table summarizes the components of gross property, plant and equipment at June 30: 2024 2023 Land, buildings and improvements $ 297,907 $ 297,611 Machinery and equipment 536,938 513,458 Construction in progress 42,681 42,640 Property, plant and equipment-gross $ 877,526 $ 853,709 Purchases of property, plant and equipment included in Accounts Payable and excluded from the property additions and the change in accounts payable in the Consolidated Statements of Cash Flows at June 30 were as follows: 2024 2023 2022 Construction in progress in Accounts Payable $ 5,799 $ 8,714 $ 19,644 The following table sets forth depreciation expense, including finance lease amortization, in each of the years ended June 30: 2024 2023 2022 Depreciation expense $ 53,029 $ 46,405 $ 39,799 In 2024, we recorded an impairment charge of $ 9.0 million for certain property, plant and equipment related to Angelic Bakehouse (“Angelic”) and Flatout. This charge resulted from our decision to exit our perimeter-of-the-store bakery product lines, which triggered impairment testing, and represents the excess of the carrying value over the fair value. The fair value was based on actual selling prices for the real estate and manufacturing equipment at the Angelic sprouted grain bakery facility in Cudahy, Wisconsin and the Flatout flatbread facility in Saline, Michigan, which represents a Level 2 measurement within the fair value hierarchy. The impairment charge was reflected in Restructuring and Impairment Charges and was not allocated to our two reportable segments due to its unusual nature. 39 Table of Contents LANCASTER COLONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share data) In 2022, we recorded an impairment charge of $ 7.6 million for certain property, plant and equipment related to the Bantam Bagels, LLC (“Bantam”) business. This charge resulted from our decision to explore strategic alternatives and ultimately exit this business and represented the excess of the carrying value over the fair value. The fair value was based on agreed-upon selling prices for these assets, which represented a Level 2 measurement within the fair value hierarchy. The impairment charge was reflected in Restructuring and Impairment Charges and was not allocated to our two reportable segments due to its unusual nature. Deferred Software Costs We capitalize certain costs related to hosting arrangements that are service contracts (cloud computing arrangements). Capitalized costs are included in Other Current Assets or Other Noncurrent Assets and are amortized on a straight-line basis over the estimated useful life. In 2024 and 2022, we capitalized $ 1.0 million and $ 1.6 million, respectively, of deferred software costs related to cloud computing arrangements. Long-Lived Assets We monitor the recoverability of the carrying value of our long-lived assets by periodically considering whether indicators of impairment are present. If such indicators are present, we determine if the assets are recoverable by comparing the sum of the undiscounted future cash flows to the assets’ carrying amounts. Our cash flows are based on historical results adjusted to reflect our best estimate of future market and operating conditions. If the carrying amounts are greater, then the assets are not recoverable. In that instance, we compare the carrying amounts to the fair value to determine the amount of the impairment to be recorded. Goodwill and Other Intangible Assets Goodwill is not amortized. It is evaluated annually at April 30, or when events or circumstances indicate potential recoverability concerns, by applying impairment testing procedures. Other intangible assets were amortized on a straight-line basis over their estimated useful lives to Selling, General and Administrative Expenses. We monitored the recoverability of the carrying value of our other intangible assets similar to our long-lived assets discussed above. Carrying amounts were adjusted appropriately when determined to have been impaired. See further discussion regarding goodwill and other intangible assets in Note 5. Leases We record right-of-use assets and lease liabilities based on the present value of the lease payments for operating leases and finance leases with an initial term in excess of 12 months. We made an accounting policy election to exclude short-term leases from our Consolidated Balance Sheets. In evaluating our contracts to determine whether a contract is or contains a lease, we consider the following: • Whether explicitly or implicitly identified assets have been deployed in the contract; and • Whether we obtain substantially all of the economic benefits from the use of that underlying asset, and we can direct how and for what purpose the asset is used during the term of the contract. In determining how to allocate consideration between lease and non-lease components in a contract that was deemed to contain a lease, we use judgment and consistent application of assumptions to reasonably allocate the consideration. For leases containing options to extend or terminate, we determine whether the extension or termination should be considered reasonably certain to be exercised. The discount rate for leases, if not explicitly stated in the lease, is the incremental borrowing rate, which is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. We use a discount rate to calculate the present value of lease liabilities. In the development of the discount rate, we consider our internal borrowing rate, treasury security rates, collateral and credit risk specific to us, and our lease portfolio characteristics. Accrued Distribution We incur various freight and other related costs associated with shipping products to our customers and warehouses. We provide accruals for unbilled shipments from carriers utilizing historical or projected freight rates and other relevant information. 40 Table of Contents LANCASTER COLONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share data) Accruals for Self-Insurance Self-insurance accruals are made for certain claims associated with employee health care, workers’ compensation and general liability insurance up to stop-loss coverage. These accruals include estimates that are primarily based on historical loss development factors. Shareholders’ Equity We are authorized to issue 3,050,000 shares of preferred stock consisting of 750,000 shares of Class A Participating Preferred Stock with $ 1.00 par value, 1,150,000 shares of Class B Voting Preferred Stock with no par value and 1,150,000 shares of Class C Nonvoting Preferred Stock with no par value. Our Board of Directors approved a share repurchase authorization of 2,000,000 common shares in November 2010. At June 30, 2024, 1,131,564 common shares remained authorized for future purchase. Revenue Recognition When Performance Obligations Are Satisfied A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account for revenue recognition. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The singular performance obligation of our customer contracts is determined by each individual purchase order and the respective food products ordered, with revenue being recognized at a point-in-time when the obligation under the terms of the agreement is satisfied and product control is transferred to our customer. Specifically, control transfers to our customers when the product is delivered to or picked up by our customers based upon applicable shipping terms, as our customers can direct the use and obtain substantially all of the remaining benefits from the asset at this point in time. The performance obligations in our customer contracts are generally satisfied within 30 days. As such, we have not disclosed the transaction price allocated to remaining performance obligations as of June 30, 2024. Significant Payment Terms In general, within our customer contracts, the purchase order identifies the product, quantity, price, pick-up allowances, payment terms and final delivery terms. Payment terms usually include early pay discounts. We grant payment terms consistent with industry standards. Although some payment terms may be more extended, presently the majority of our payment terms are less than 60 days. As a result, we have used the available practical expedient and, consequently, do not adjust our revenues for the effects of a significant financing component. Distribution Distribution fees billed to customers are included in Net Sales. All distribution costs associated with outbound freight are accounted for as fulfillment costs and are included in Cost of Sales; this includes distribution costs incurred after control over a product has transferred to a customer, as we have chosen to use the available practical expedient to account for these costs within our cost of sales. Variable Consideration In addition to fixed contract consideration, our contracts include some form of variable consideration, including sales discounts, returns, trade promotions and certain other sales and consumer incentives, including rebates and coupon redemptions. In general, variable consideration is treated as a reduction in revenue when the related revenue is recognized. Depending on the specific type of variable consideration, we use either the expected value or most likely amount method to determine the variable consideration. We believe there will be no significant changes to our estimates of variable consideration when any related uncertainties are resolved with our customers. We review and update our estimates and related accruals of variable consideration each period based on historical experience and any recent changes in the market. Warranties & Returns We provide all customers with a standard or assurance type warranty. Either stated or implied, we provide assurance the related products will comply with all agreed-upon specifications and other warranties provided under the law. No services beyond an assurance warranty are provided to our customers. We do not grant a general right of return. However, customers may return defective or non-conforming products. Customer remedies may include either a cash refund or an exchange of the product. As a result, the right of return and related refund liability is estimated and recorded as a reduction in revenue. This return estimate is reviewed and updated each period and is based on historical sales and return experience. 41 Table of Contents LANCASTER COLONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share data) Contract Balances We do not have deferred revenue or unbilled receivable balances and thus do not have any related contract asset and liability balances as of June 30, 2024. Contract Costs We have identified sales commissions as an incremental cost incurred to obtain a customer contract. These costs are required to be capitalized under the new revenue recognition standard. We have chosen to use the available practical expedient to continue to expense these costs as incurred as the amortization period for such costs is one year or less. We do not incur significant fulfillment costs related to customer contracts which would require capitalization. Disaggregation of Revenue See Note 8 for disaggregation of our net sales by class of similar product and type of customer. Advertising Expense We expense advertising as it is incurred. The following table summarizes advertising expense as a percentage of net sales in each of the years ended June 30: 2024 2023 2022 Advertising expense as a percentage of net sales 2 % 1 % 1 % Research and Development Costs We expense research and development costs as they are incurred. The estimated amount spent during each of the last three years on research and development activities was less than 1 % of net sales. Stock-Based Employee Compensation Plans We account for our stock-based employee compensation plans in accordance with GAAP for stock-based compensation, which requires the measurement and recognition of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The cost of the employee services is recognized as compensation expense over the period that an employee provides service in exchange for the award, which is typically the vesting period. See further discussion and disclosure in Note 9. Income Taxes Our income tax expense, deferred tax assets and liabilities and reserves for unrecognized tax benefits reflect management’s best assessment of estimated future taxes to be paid. We are subject to income taxes in numerous domestic jurisdictions. Our annual effective tax rate is determined based on our income, statutory tax rates and the permanent tax impacts of items treated differently for tax purposes than for financial reporting purposes. Tax law requires certain items be included in the tax return at different times than the items are reflected in the financial statements. Some of these differences are permanent, such as expenses that are not deductible in our tax return, and some differences are temporary, reversing over time, such as depreciation expense. These temporary differences create deferred tax assets and liabilities. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A change in tax rates may result in stranded tax effects when the effect of the change is required to be included in income even when the related income tax effects of items in accumulated other comprehensive income/loss were originally recognized in other comprehensive income rather than in income. Our accounting policy is to release stranded tax effects from accumulated other comprehensive loss. Realization of certain deferred tax assets is dependent upon generating sufficient taxable income in the appropriate jurisdiction prior to the expiration of the carryforward periods. Although realization is not assured, management believes it is more likely than not that our deferred tax assets will be realized and thus we have not recorded any valuation allowance for the years ended June 30, 2024 or 2023. In accordance with accounting literature related to uncertainty in income taxes, tax benefits and liabilities from uncertain tax positions that are recognized in the financial statements are measured based on the largest attribute that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Management is not aware of any such changes that would have a material effect on our results of operations, cash flows or financial position. See further discussion in Note 7. 42 Table of Contents LANCASTER COLONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share data) Earnings Per Share Earnings per share (“EPS”) is computed based on the weighted average number of shares of common stock and common stock equivalents (restricted stock, stock-settled stock appreciation rights and performance units) outstanding during each period. Unvested shares of restricted stock granted to employees are considered participating securities since employees receive nonforfeitable dividends prior to vesting and, therefore, are included in the earnings allocation in computing EPS under the two-class method. Basic EPS excludes dilution and is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS is computed by dividing income available to common shareholders by the diluted weighted average number of common shares outstanding during the period, which includes the dilutive potential common shares associated with nonparticipating restricted stock, stock-settled stock appreciation rights and performance units. Basic and diluted net income per common share were calculated as follows: 2024 2023 2022 Net income $ 158,613 $ 111,286 $ 89,586 Net income available to participating securities ( 413 ) ( 257 ) ( 224 ) Net income available to common shareholders $ 158,200 $ 111,029 $ 89,362 Weighted average common shares outstanding - basic 27,440 27,462 27,448 Incremental share effect from: Nonparticipating restricted stock 2 2 2 Stock-settled stock appreciation rights (1) 6 15 21 Performance units 13 3 1 Weighted average common shares outstanding - diluted 27,461 27,482 27,472 Net income per common share - basic $ 5.77 $ 4.04 $ 3.26 Net income per common share - diluted $ 5.76 $ 4.04 $ 3.25 (1) Excludes the impact of 0.1 million and 0.3 million weighted average stock-settled stock appreciation rights outstanding in 2023 and 2022, respectively, because their effect was antidilutive. Comprehensive Income and Accumulated Other Comprehensive Loss Comprehensive income includes changes in equity that result from transactions and economic events from non-owner sources. Comprehensive income is composed of two subsets – net income and other comprehensive income (loss). Included in other comprehensive income (loss) are pension and postretirement benefits adjustments. The following table presents the amounts reclassified out of accumulated other comprehensive loss by component: 2024 2023 Accumulated other comprehensive loss at beginning of year $ ( 9,365 ) $ ( 11,172 ) Defined Benefit Pension Plan Items: Net gain arising during the period 500 1,527 Amortization of unrecognized net loss (1) 633 725 Postretirement Benefit Plan Items: (2) Net gain arising during the period 54 332 Amortization of unrecognized net gain ( 60 ) ( 46 ) Amortization of prior service credit ( 181 ) ( 181 ) Total other comprehensive income, before tax 946 2,357 Total tax expense ( 221 ) ( 550 ) Other comprehensive income, net of tax 725 1,807 Accumulated other comprehensive loss at end of year $ ( 8,640 ) $ ( 9,365 ) (1) Included in the computation of net periodic benefit income/cost. See Note 10 for additional information. (2) Additional disclosures for postretirement benefits are not included as they are not considered material. 43 Table of Contents LANCASTER COLONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share data) Recent Accounting Standards In November 2023, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance related to the disclosure requirements for reportable segments. The new guidance requires enhanced disclosures about significant segment expenses. Additionally, all current annual disclosures about a reportable segment’s profit or loss and assets will also be required in interim periods. The new guidance also requires disclosure of the title and position of the Chief Operating Decision Maker (“CODM”) and explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The amendments should be applied retrospectively to all prior periods presented in the financial statements. This guidance will be effective for our annual disclosures in fiscal 2025 and for our interim-period disclosures in fiscal 2026. As the guidance only relates to disclosures, there will be no impact on our financial position or results of operations. In December 2023, the FASB issued new accounting guidance related to the disclosure requirements for income taxes. The new guidance requires annual disclosures in the rate reconciliation table to be presented using both percentages and reporting currency amounts, and this table must include disclosure of specific categories. Additional information will also be required for reconciling items that meet a quantitative threshold. The new guidance also requires enhanced disclosures of income taxes paid, including the amount of income taxes paid disaggregated by federal, state and foreign taxes and the amount of income taxes paid disaggregated by individual jurisdictions that exceed a quantitative threshold. The amendments should be applied on a prospective basis, but retrospective application is permitted. This guidance will be effective for our annual disclosures in fiscal 2026. As the guidance only relates to disclosures, there will be no impact on our financial position or results of operations. Note 2 – Long-Term Debt At June 30, 2023, we had an unsecured credit facility under which we could borrow, on a revolving credit basis, up to a maximum of $ 150 million at any one time, with potential to expand the total credit availability to $ 225 million based on consent of the issuing banks and certain other conditions. On March 6, 2024, in the ordinary course of business, we entered into a new unsecured revolving credit facility (“New Credit Facility”), replacing the facility discussed above which was to expire in March 2025. The material terms and covenants of the New Credit Facility are substantially similar to our previous credit facility. The New Credit Facility provides that we may borrow, on a revolving credit basis, up to a maximum of $ 150 million at any one time, with potential to expand the total credit availability to $ 225 million based on consent of the issuing banks and certain other conditions. The New Credit Facility expires on March 6, 2029 , and all outstanding amounts are then due and payable. Interest is variable based upon formulas tied to SOFR or an alternate base rate defined in the New Credit Facility. We must also pay facility fees that are tied to our then-applicable consolidated leverage ratio. Loans may be used for general corporate purposes. Due to the nature of its terms, when we have outstanding borrowings under the New Credit Facility, they will be classified as long-term debt. The New Credit Facility contains certain restrictive covenants, including limitations on liens, asset sales and acquisitions. There are two principal financial covenants: an interest expense test that requires us to maintain an interest coverage ratio not less than 2.5 to 1 at the end of each fiscal quarter; and an indebtedness test that requires us to maintain a consolidated leverage ratio not greater than 3.5 to 1, subject to certain exceptions. The interest coverage ratio is calculated by dividing Consolidated EBIT by Consolidated Interest Expense, and the leverage ratio is calculated by dividing Consolidated Net Debt by Consolidated EBITDA. All financial terms used in the covenant calculations are defined more specifically in the New Credit Facility. At June 30, 2024 and 2023, we had no borrowings outstanding under these facilities. At June 30, 2024 and 2023, we had $ 2.2 million and $ 2.8 million, respectively, of standby letters of credit outstanding, which reduced the amount available for borrowing under these facilities. We paid no interest in 2024 and 2023. Note 3 – Leases We have operating leases with initial noncancelable lease terms in excess of one year covering the rental of various facilities and equipment. Certain of these leases contain renewal options and some provide options to purchase during the lease term. Our operating leases include leases for real estate for some of our office and manufacturing facilities as well as manufacturing and non-manufacturing equipment used in our business. The remaining lease terms for these operating leases range from 1 year to 10 years. 44 Table of Contents LANCASTER COLONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share data) We have finance leases with initial noncancelable lease terms in excess of one year covering the rental of various facilities and equipment. Certain of these leases contain renewal options and some provide options to purchase during the lease term. These leases are generally for manufacturing and non-manufacturing equipment used in our business and warehouse facilities. The remaining lease terms for these finance leases range from 1 year to 10 years. As of June 30, 2024 and 2023, the weighted-average discount rate of our operating leases was 4.9 % and 3.6 %, respectively. As of June 30, 2024 and 2023, the weighted-average discount rate of our finance leases was 2.5 % and 1.7 %, respectively. The components of lease expense in each of the years ended June 30 have been provided as follows: 2024 2023 2022 Operating lease cost in Cost of Sales and Selling, General and Administrative Expenses $ 10,004 $ 9,702 $ 9,246 Finance lease cost: Amortization of assets in Cost of Sales and Selling, General and Administrative Expenses $ 2,056 $ 2,228 $ 2,413 Interest on lease liabilities in Other, Net 66 97 153 Total finance lease cost $ 2,122 $ 2,325 $ 2,566 Short-term lease cost in Cost of Sales and Selling, General and Administrative Expenses 5,653 4,362 4,639 Total net lease cost $ 17,779 $ 16,389 $ 16,451 Supplemental balance sheet information related to leases at June 30 is as follows: 2024 2023 Operating Leases Operating Lease Right-Of-Use Assets $ 55,128 $ 24,743 Current operating lease liabilities in Accrued Liabilities $ 10,335 $ 8,821 Noncurrent Operating Lease Liabilities 44,557 16,967 Total operating lease liabilities $ 54,892 $ 25,788 Finance Leases Finance lease right-of-use assets in Property, Plant and Equipment-Net $ 2,861 $ 4,682 Current finance lease liabilities in Accrued Liabilities $ 1,993 $ 1,944 Noncurrent finance lease liabilities in Other Noncurrent Liabilities 782 2,255 Total finance lease liabilities $ 2,775 $ 4,199 Supplemental cash flow information related to leases in each of the years ended June 30 is as follows: 2024 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 10,199 $ 9,848 $ 9,603 Operating cash flows from finance leases $ 66 $ 97 $ 153 Financing cash flows from finance leases $ 1,958 $ 2,334 $ 2,655 Supplemental noncash information on operating lease liabilities arising from obtaining right-of-use assets $ 38,318 $ 5,698 $ 16,617 Supplemental noncash information on finance lease liabilities arising from obtaining right-of-use assets $ 534 $ — $ 334 45 Table of Contents LANCASTER COLONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share data) As of June 30, 2024, the maturities of lease liabilities were as follows: Operating Leases Finance Leases 2025 $ 12,775 $ 2,042 2026 11,390 375 2027 8,397 69 2028 5,752 69 2029 5,489 69 Thereafter 22,697 312 Total minimum payments $ 66,500 $ 2,936 Less amount representing interest ( 11,608 ) ( 161 ) Present value of lease obligations $ 54,892 $ 2,775 As of June 30, 2024 and 2023, the weighted-average remaining term of our operating leases was 7.1 years and 3.4 years, respectively. As of June 30, 2024 and 2023, the weighted-average remaining term of our finance leases was 2.7 years and 2.1 years, respectively. Note 4 – Commitments and Contingencies At June 30, 2024, we were a party to various claims and litigation matters arising in the ordinary course of business. Such matters did not have a material effect on the current-year results of operations and, in our opinion, their ultimate disposition is not expected to have a material effect on our consolidated financial statements. 22 % of our employees are represented under various collective bargaining contracts. The labor contract for one of our Columbus, Ohio plant facilities, which produces various dressing products, will expire on March 9, 2025. 8 % of our employees are represented under this collective bargaining contract. None of our other collective bargaining contracts will expire within one year. Note 5 – Goodwill and Other Intangible Assets Goodwill attributable to the Retail and Foodservice segments was $ 157.4 million and $ 51.0 million, respectively, at June 30, 2024 and 2023. The following table summarizes our identifiable other intangible assets at June 30: 2024 2023 Tradenames ( 20 to 30 -year life) Gross carrying value $ — $ 4,100 Accumulated amortization — ( 181 ) Net carrying value $ — $ 3,919 Customer Relationships ( 10 -year life) Gross carrying value $ — $ 287 Accumulated amortization — ( 190 ) Net carrying value $ — $ 97 Technology / Know-how ( 10 -year life) Gross carrying value $ — $ 2,450 Accumulated amortization — ( 1,626 ) Net carrying value $ — $ 824 Total net carrying value $ — $ 4,840 In 2024, we recorded an impairment charge of $ 4.5 million to write off the net carrying value of the intangible assets related to Angelic and Flatout based on our decision to exit our perimeter-of-the-store bakery product lines. The impairment charge was reflected in Restructuring and Impairment Charges and was not allocated to our two reportable segments due to its unusual nature. 46 Table of Contents LANCASTER COLONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share data) In 2023, we recorded impairment charges of $ 25.0 million related to Flatout’s intangible assets due to our lowered expectations for the projected sales and profitability of the Flatout product lines. The tradename, customer relationships and technology / know-how intangible assets were written down to their fair values. These impairment charges were reflected in Restructuring and Impairment Charges and were recorded in our Retail segment. In 2022, we recorded impairment charges of $ 13.2 million to write off the net carrying value of Bantam’s tradename, customer relationships and technology / know-how intangible assets. These impairment charges were reflected in Restructuring and Impairment Charges. We recorded $ 0.9 million in our Retail segment related to lower projected cash flows for Bantam’s Retail business. The remaining $ 12.3 million , which resulted from our decision to explore strategic alternatives for this business, was not allocated to our two reportable segments due to its unusual nature. In 2022, we also recorded an impairment charge of $ 8.8 million related to Angelic’s tradename intangible asset, which reflected the impact of lower projected sales for Angelic’s branded Retail business. This impairment charge was reflected in Restructuring and Impairment Charges and was recorded in our Retail segment. The impairment charges discussed above represent the excess of the carrying value over the fair value of estimated discounted cash flows specific to the remaining useful lives of the related intangible assets. As the fair value measurements were based on significant inputs not observable in the market, they represented Level 3 measurements within the fair value hierarchy. Amortization expense for our other intangible assets, which is reflected in Selling, General and Administrative Expenses, was as follows in each of the years ended June 30: 2024 2023 2022 Amortization expense $ 352 $ 2,514 $ 4,437 Note 6 – Liabilities Accrued liabilities at June 30 were composed of: 2024 2023 Compensation and employee benefits $ 31,569 $ 26,339 Operating leases 10,335 8,821 Royalties 7,524 5,484 Distribution 7,116 7,515 Other taxes 2,868 1,984 Finance leases 1,993 1,944 Other 3,753 4,907 Total accrued liabilities $ 65,158 $ 56,994 Other noncurrent liabilities at June 30 were composed of: 2024 2023 Workers compensation $ 6,681 $ 7,165 Deferred compensation and accrued interest 4,501 5,261 Gross tax contingency reserve 802 858 Finance leases 782 2,255 Postretirement benefit liability 576 604 Pension benefit liability 345 462 Other 1,670 1,078 Total other noncurrent liabilities $ 15,357 $ 17,683 47 Table of Contents LANCASTER COLONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share data) Note 7 – Income Taxes We file a consolidated federal income tax return. Taxes based on income for the years ended June 30 have been provided as follows: 2024 2023 2022 Currently payable: Federal $ 51,687 $ 20,147 $ 19,751 State and local 5,485 3,978 1,974 Total current provision 57,172 24,125 21,725 Deferred federal, state and local (benefit) provision ( 10,270 ) 7,886 1,077 Total taxes based on income $ 46,902 $ 32,011 $ 22,802 For the years ended June 30, our effective tax rate varied from the statutory federal income tax rate as a result of the following factors: 2024 2023 2022 Statutory rate 21.0 % 21.0 % 21.0 % State and local income taxes 1.9 2.4 0.7 Research and development tax credit ( 0.7 ) ( 1.1 ) ( 1.7 ) Net windfall tax benefits - stock-based compensation — ( 0.4 ) ( 0.1 ) Other 0.6 0.4 0.4 Effective rate 22.8 % 22.3 % 20.3 % Our net deferred tax liability for all periods presented has been classified as noncurrent. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at June 30 were comprised of: 2024 2023 Deferred tax assets: Operating lease liabilities $ 12,245 $ 5,613 Section 174 research and development capitalization 11,910 4,281 Employee medical and other benefits 8,431 7,561 Receivables 4,202 3,042 Inventories 3,688 4,143 Intangible assets 2,185 1,426 Other accrued liabilities 1,161 1,600 Total deferred tax assets 43,822 27,666 Deferred tax liabilities: Property, plant and equipment ( 49,053 ) ( 50,106 ) Goodwill ( 19,571 ) ( 19,070 ) Operating lease right-of-use assets ( 12,474 ) ( 5,815 ) Total deferred tax liabilities ( 81,098 ) ( 74,991 ) Net deferred tax liability $ ( 37,276 ) $ ( 47,325 ) Prepaid federal income taxes of $ 0.8 million and $ 3.3 million were included in Other Current Assets at June 30, 2024 and 2023, respectively. Accrued state and local income taxes of $ 0.3 million were included in Accrued Liabilities at June 30, 2024. Prepaid state and local income taxes of $ 0.8 million were included in Other Current Assets at June 30, 2023. 48 Table of Contents LANCASTER COLONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share data) Net cash payments for income taxes for each of the years ended June 30 were as follows: 2024 2023 2022 Net cash payments for income taxes $ 53,583 $ 26,327 $ 17,827 The gross tax contingency reserve at June 30, 2024 was $ 0.8 million and consisted of estimated tax liabilities of $ 0.3 million and interest and penalties of $ 0.5 million. The unrecognized tax benefits recorded as the gross tax contingency reserve noted in the following table for June 30, 2024 and 2023 would affect our effective tax rate, if recognized. The following table sets forth changes in our total gross tax contingency reserve (including interest and penalties): 2024 2023 Balance, beginning of year $ 858 $ 925 Tax positions related to the current year: Additions — — Reductions — — Tax positions related to prior years: Additions 34 39 Reductions ( 90 ) ( 106 ) Settlements — — Balance, end of year $ 802 $ 858 We have not classified any of the gross tax contingency reserve at June 30, 2024 in Accrued Liabilities as none of these amounts are expected to be resolved within the next 12 months. Consequently, the entire liability of $ 0.8 million was included in Other Noncurrent Liabilities. We expect that the amount of these liabilities will change within the next 12 months; however, we do not expect the change to have a significant effect on our financial position or results of operations. We recognize interest and penalties related to these tax liabilities in income tax expense. For each of the years ended June 30, we recognized the change in the accrual for net tax-related interest and penalties as follows: 2024 2023 Benefit recognized for net tax-related interest and penalties $ ( 10 ) $ ( 13 ) We had accrued interest and penalties at June 30 as follows: 2024 2023 Accrued interest and penalties included in the gross tax contingency reserve $ 484 $ 494 We file federal and various state and local income tax returns in the United States. With limited exceptions, we are no longer subject to examination of U.S. federal or state and local income taxes for years prior to 2021. Note 8 – Business Segment Information Our financial results are presented as two reportable segments: Retail and Foodservice. Costs that are directly attributable to either Retail or Foodservice are charged directly to the appropriate segment. Costs that are deemed to be indirect, excluding corporate expenses and other unusual significant transactions, are allocated to the two reportable segments using a reasonable methodology that is consistently applied. We evaluate our segments based on net sales and operating income. Retail - The vast majority of the products we sell in the Retail segment are sold through sales personnel, food brokers and distributors in the United States. We have products typically marketed in the shelf-stable section of the grocery store, which include licensed sauces and dressings, along with our own branded salad dressings and croutons. Within the frozen food section of the grocery store, we sell yeast rolls and garlic breads. We also have placement of products in grocery produce departments through our refrigerated salad dressings, licensed dressings, vegetable dips and fruit dips. Foodservice - The vast majority of the products we sell in the Foodservice segment are sold through sales personnel, food brokers and distributors in the United States. Most of the products we sell in the Foodservice segment are custom-formulated sauces, salad dressings, frozen breads and yeast rolls. The majority of our Foodservice sales are products sold under private label to national chain restaurant accounts. We also manufacture and sell various branded Foodservice products to distributors. 49 Table of Contents LANCASTER COLONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share data) As many of our products are similar between our two segments, our procurement, manufacturing, warehousing and distribution activities are substantially integrated across our operations in order to maximize efficiency and productivity. Consequently, we do not prepare, and our Chief Operating Decision Maker does not review, separate balance sheets for the reportable segments. As such, our external reporting does not include the presentation of identifiable assets, payments for property additions or depreciation and amortization by reportable segment. The following table sets forth net sales disaggregated by class of similar products for the Retail and Foodservice segments in each of the years ended June 30: 2024 2023 2022 Retail Shelf-stable dressings, sauces and croutons $ 424,605 $ 422,646 $ 375,031 Frozen breads 351,063 343,450 331,812 Refrigerated dressings, dips and other 212,756 199,274 208,367 Total Retail net sales $ 988,424 $ 965,370 $ 915,210 Foodservice Dressings and sauces $ 660,460 $ 642,153 $ 574,264 Frozen breads and other 222,875 215,004 186,916 Total Foodservice net sales $ 883,335 $ 857,157 $ 761,180 Total net sales $ 1,871,759 $ 1,822,527 $ 1,676,390 The following table provides an additional disaggregation of Foodservice net sales by type of customer in each of the years ended June 30: 2024 2023 2022 Foodservice National accounts $ 692,340 $ 676,665 $ 588,955 Branded and other 190,995 180,492 172,225 Total Foodservice net sales $ 883,335 $ 857,157 $ 761,180 50 Table of Contents LANCASTER COLONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share data) The following sets forth certain additional financial information attributable to our reportable segments, certain amounts not allocated among our reportable segments and amounts retained at the corporate level for the years ended June 30: 2024 2023 2022 Net Sales (1) (2) Retail $ 988,424 $ 965,370 $ 915,210 Foodservice 883,335 857,157 761,180 Total $ 1,871,759 $ 1,822,527 $ 1,676,390 Operating Income (2) Retail $ 207,660 $ 139,464 $ 151,627 Foodservice 97,094 106,349 82,745 Nonallocated Restructuring and Impairment Charges (3) ( 14,874 ) — ( 25,507 ) Corporate Expenses (4) ( 90,517 ) ( 104,305 ) ( 96,954 ) Total $ 199,363 $ 141,508 $ 111,911 Identifiable Assets (1) (5) Retail & Foodservice (6) $ 1,015,454 $ 984,341 $ 1,017,055 Corporate 191,477 128,653 73,319 Total $ 1,206,931 $ 1,112,994 $ 1,090,374 Payments for Property Additions Retail & Foodservice (6) $ 65,629 $ 89,475 $ 130,502 Corporate 1,947 706 1,470 Total $ 67,576 $ 90,181 $ 131,972 Depreciation and Amortization Retail & Foodservice (6) $ 51,386 $ 47,001 $ 42,902 Corporate 4,510 4,209 2,978 Total $ 55,896 $ 51,210 $ 45,880 (1) Net sales and long-lived assets are predominately domestic. (2) All intercompany transactions have been eliminated. (3) Reflects restructuring and impairment charges related to (i) our decision to exit our perimeter-of-the-store bakery product lines in 2024, (ii) the Bantam business in 2022 and (iii) a facility closure in 2022. These charges were not allocated to our two reportable segments due to their unusual nature. (4) Our Corporate Expenses include various expenses of a general corporate nature, expenditures for Project Ascent and costs related to certain divested or closed nonfood operations. These costs have not been allocated to the Retail and Foodservice segments. (5) Retail and Foodservice identifiable assets include those assets used in our operations and other intangible assets allocated to purchased businesses, most notably goodwill. The increase in Retail and Foodservice identifiable assets from June 30, 2023 to June 30, 2024 reflects a new operating lease right-of-use asset for a warehouse in Union City, Georgia. The decrease in Retail and Foodservice identifiable assets from June 30, 2022 to June 30, 2023 reflects a decline in intangible assets due to impairment charges and lower receivables balances due to the impact of advance customer orders in the prior year ahead of our ERP go-live, as partially offset by property additions due to a capacity expansion project. Corporate assets consist principally of cash and equivalents. The increase in Corporate assets from June 30, 2023 to June 30, 2024 reflects higher cash and equivalents. The increase in Corporate assets from June 30, 2022 to June 30, 2023 reflects the increase in cash and equivalents as well as prepaid income taxes. (6) As discussed above, we do not present identifiable assets, payments for property additions or depreciation and amortization by reportable segment. 51 Table of Contents LANCASTER COLONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share data) Retail segment net sales attributable to Walmart Inc. (“Walmart”) and Foodservice segment net sales attributable to McLane Company, Inc. (“McLane”), a wholesale distribution subsidiary of Berkshire Hathaway, Inc., for each of the years ended June 30 were as follows: 2024 2023 2022 Net sales to Walmart $ 338,764 $ 323,718 $ 293,684 As a percentage of consolidated net sales 18 % 18 % 18 % Net sales to McLane $ 147,242 $ 205,264 $ 188,717 As a percentage of consolidated net sales 8 % 11 % 11 % Accounts receivable attributable to Walmart and McLane at June 30 as a percentage of consolidated accounts receivable were as follows: 2024 2023 Walmart 28 % 29 % McLane 4 % 9 % Note 9 – Stock-Based Compensation Our shareholders previously approved the Lancaster Colony Corporation 2015 Omnibus Incentive Plan (the “2015 Plan”). The 2015 Plan reserved 1,500,000 common shares for issuance to our employees and directors. All awards granted under this plan will be exercisable at prices not less than fair market value as of the date of the grant. The vesting period for awards granted under this plan varies as to the type of award granted, and the maximum term of these awards is seven years . We recognize compensation expense over the requisite service period of the grant. Compensation expense is reflected in Cost of Sales or Selling, General and Administrative Expenses based on the grantees’ salaries expense classification. We estimate a forfeiture rate based on historical experience. Stock-Settled Stock Appreciation Rights Prior to 2022, we used periodic grants of stock-settled stock appreciation rights (“SSSARs”) as a vehicle for rewarding certain employees with long-term incentives for their efforts in helping to create long-term shareholder value. Our policy is to issue shares upon SSSARs exercise from new shares that had been previously authorized. The SSSARs we granted generally vested over a 3-year period whereby one-third vested on the first anniversary of the grant date, one-third vested on the second anniversary of the grant date and one-third vested on the third anniversary of the grant date. At June 30, 2024, there were no unvested SSSARs outstanding. The following table summarizes our SSSARs compensation expense and tax benefits recorded for each of the years ended June 30: 2024 2023 2022 Compensation expense $ 1,038 $ 1,972 $ 3,566 Tax benefits $ 90 $ 216 $ 749 Intrinsic value of exercises $ 677 $ 3,873 $ 317 The total fair values of SSSARs vested for each of the years ended June 30 were as follows: 2024 2023 2022 Fair value of vested rights $ 1,175 $ 2,611 $ 4,095 52 Table of Contents LANCASTER COLONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share data) The following table summarizes the activity relating to SSSARs granted under the plan for the year ended June 30, 2024: Number of Rights Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value Outstanding at beginning of year 155 $ 165.77 Exercised ( 115 ) $ 164.32 Granted — $ — Forfeited ( 1 ) $ 177.99 Outstanding at end of year 39 $ 169.75 3.27 $ 745 Exercisable and vested at end of year 39 $ 169.75 3.27 $ 745 Vested and expected to vest at end of year 39 $ 169.75 3.27 $ 745 The following table summarizes information about the SSSARs outstanding by grant year at June 30, 2024: Outstanding Exercisable Weighted Average Grant Years Range of Exercise Prices Number Outstanding Remaining Contractual Life in Years Exercise Price Number Exercisable Weighted Average Exercise Price 2021 $ 167.18 -$ 187.30 26 3.63 $ 177.66 26 $ 177.66 2020 $ 153.71 -$ 154.22 13 2.54 $ 153.74 13 $ 153.74 At June 30, 2024, there was no unrecognized compensation expense related to SSSARs. Restricted Stock We use periodic grants of restricted stock as a vehicle for rewarding our nonemployee directors and certain employees with long-term incentives for their efforts in helping to create long-term shareholder value. In 2024, 2023 and 2022, we granted shares of restricted stock to various employees under the terms of the plan. The following table summarizes information relating to these grants: 2024 2023 2022 Employees Restricted stock granted 33 29 30 Grant date fair value $ 6,076 $ 4,448 $ 5,691 Weighted average grant date fair value per award $ 185.05 $ 154.80 $ 189.12 The restricted stock under these employee grants vests 3 years after the grant date. Under the terms of our grants, employees receive dividends on unforfeited restricted stock regardless of their vesting status. In 2024, 2023 and 2022, we also granted shares of restricted stock to our nonemployee directors under the terms of the plan. The following table summarizes information relating to each of these grants: 2024 2023 2022 Nonemployee directors Restricted stock granted 5 4 5 Grant date fair value $ 920 $ 919 $ 799 Weighted average grant date fair value per award $ 165.41 $ 203.34 $ 162.15 The restricted stock under these nonemployee director grants generally vests 1 year after the grant date. All of the shares granted during 2024 are expected to vest. Dividends earned on the stock during the vesting period will be paid to the directors at the time the stock vests. 53 Table of Contents LANCASTER COLONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share data) The following table summarizes our restricted stock compensation expense and tax benefits recorded for each of the years ended June 30: 2024 2023 2022 Compensation expense $ 5,479 $ 4,432 $ 4,942 Tax benefits $ 841 $ 677 $ 1,038 The total fair values of restricted stock vested for each of the years ended June 30 were as follows: 2024 2023 2022 Fair value of vested shares $ 3,287 $ 4,996 $ 2,772 The following table summarizes the activity relating to restricted stock granted under the plan for the year ended June 30, 2024: Number of Shares Weighted Average Grant Date Fair Value Unvested restricted stock at beginning of year 65 $ 174.62 Granted 38 $ 182.20 Vested ( 18 ) $ 181.81 Forfeited ( 5 ) $ 177.98 Unvested restricted stock at end of year 80 $ 176.21 At June 30, 2024, there was $ 5.7 million of unrecognized compensation expense related to restricted stock that we will recognize over a weighted-average period of 2 years. Performance Units Beginning in 2022, we use periodic grants of performance units as a vehicle for rewarding certain employees with long-term incentives for their efforts in helping to create long-term shareholder value. These performance units are based on two performance metrics, with equal weightings, as follows: • a market condition based on relative total shareholder return versus the S&P 1500 Packaged Foods & Meats Index; and • a performance condition based on revenue growth over the applicable performance period. These performance units will vest 3 years after the grant date and will be settled in shares of common stock equal to the number of performance units granted multiplied by a percentage between 0 % and 200 % depending on the achievement of the above-noted performance metrics over the 3 -year performance period. Our policy is to issue shares upon the vesting of performance units from new shares that had been previously authorized. Dividend equivalents earned during the vesting period will be paid at the time the awards vest. In 2024, 2023 and 2022, we granted performance units to various employees under the terms of the plan. The following table summarizes information relating to these grants: 2024 2023 2022 Performance units granted 25 26 20 Grant date fair value $ 4,745 $ 4,572 $ 4,151 Weighted average grant date fair value per award $ 192.91 $ 173.73 $ 201.67 54 Table of Contents LANCASTER COLONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share data) For our performance units with a performance condition, the grant-date fair value is equal to the closing price of our common stock on the grant date. For our performance units with a market condition, the grant-date fair value is estimated using a Monte Carlo simulation. The assumptions used in the Monte Carlo simulation were as follows: 2024 2023 2022 Risk-free interest rate 4.60 % 3.18 % 0.41 % Dividend yield 1.78 % 2.08 % 1.65 % Volatility factor of the expected market price of our common stock 24.60 % 32.20 % 31.30 % The following table summarizes our performance units compensation expense and tax benefits recorded for each of the years ended June 30: 2024 2023 2022 Compensation expense $ 4,842 $ 2,678 $ 1,055 Tax benefits $ 620 $ 355 $ 222 The following table summarizes the activity relating to performance units granted under the plan for the year ended June 30, 2024: Number of Units Weighted Average Grant Date Fair Value Unvested performance units at beginning of year 40 $ 185.39 Granted 25 $ 192.91 Vested — $ — Forfeited ( 3 ) $ 186.49 Unvested performance units at end of year 62 $ 188.34 At June 30, 2024, there was $ 4.9 million of unrecognized compensation expense related to performance units that we will recognize over a weighted-average period of 2 years. Note 10 – Pension Benefits Defined Benefit Pension Plans We sponsor multiple defined benefit pension plans that covered certain workers under collective bargaining contracts. However, as a result of prior-years’ restructuring activities, for all periods presented, we no longer have any active employees continuing to accrue service cost or otherwise eligible to receive plan benefits. Benefits being paid under the plans are primarily based on negotiated rates and years of service. We contribute to these plans at least the minimum amount required by regulation. At the end of the year, we discount our plan liabilities using an assumed discount rate. In estimating this rate, we, along with our third-party actuaries, review the timing of future benefit payments, bond indices, yield curve analysis results and the past history of discount rates. The actuarial present value of benefit obligations summarized below was based on the following assumption: 2024 2023 Weighted-average assumption as of June 30 Discount rate 5.23 % 5.18 % The net periodic benefit costs were determined utilizing the following beginning-of-the-year assumptions: 2024 2023 2022 Discount rate 5.18 % 4.52 % 2.58 % Expected long-term return on plan assets 5.00 % 5.00 % 5.00 % 55 Table of Contents LANCASTER COLONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share data) In determining the long-term expected return on plan assets, we consider our related investment guidelines, our expectations of long-term rates of return by asset category, our target asset allocation weighting and historical rates of return and volatility for equity and fixed income investments. The investment strategy for plan assets is to control and manage investment risk through diversification among asset classes, investment managers/funds and investment styles. The plans’ investment guidelines have been designed to meet the intended objective that plan assets earn at least nominal returns equal to or more than the plans’ liability growth rate. In consideration of the current average age of the plans’ participants, the investment guidelines are based upon an investment horizon of at least 10 years. In 2021, we completed an evaluation of the plans’ asset allocation and liabilities with assistance from an independent outside consultant. As a result, with the plans well-funded and no active employees continuing to accrue service cost or otherwise eligible to receive plan benefits, we reallocated the plan assets to better match the plan liabilities. Accordingly, we allocated a higher percentage of the plan assets to long-duration fixed income investments, thereby reducing equity exposure risk and mitigating the unfavorable impacts of interest rate volatility. This reallocation resulted in a reduction to the expected long-term return on plan assets. The target and actual asset allocations for our plans at June 30 by asset category were as follows: Target Percentage of Plan Assets at June 30 Actual Percentage of Plan Assets 2024 2024 2023 Equity securities 20 %- 80 % 26 27 Fixed income, including cash 20 %- 80 % 74 73 Total 100 % 100 % Our target asset allocations are maintained through ongoing review and periodic rebalancing of equity and fixed income investments with assistance from an independent outside investment consultant. Also, the plan assets are diversified among asset classes, asset managers or funds and investment styles to avoid concentrations of risk. The higher allocation of plan assets to fixed income investments reflects the decision to better match the invested assets with the plans’ liabilities and the fact that the plans are well-funded with no active employees continuing to accrue service cost or otherwise eligible to receive plan benefits. We continue to allocate a modest amount of plan assets to cash to cover near-term expenses. We categorize our plan assets within a three-level fair value hierarchy, as previously defined in Note 1. The following table summarizes the fair values and levels, within the fair value hierarchy, for our plan assets at June 30: June 30, 2024 Asset Category Level 1 Level 2 Level 3 Total Cash and equivalents $ 53 $ — $ — $ 53 Money market funds 1,459 — — 1,459 Mutual funds fixed income 19,242 — — 19,242 Mutual funds equity 7,262 — — 7,262 Total $ 28,016 $ — $ — $ 28,016 June 30, 2023 Asset Category Level 1 Level 2 Level 3 Total Cash and equivalents $ 997 $ — $ — $ 997 Money market funds 702 — — 702 Mutual funds fixed income 19,353 — — 19,353 Mutual funds equity 7,724 — — 7,724 Total $ 28,776 $ — $ — $ 28,776 The plan assets classified at Level 1 include money market funds and mutual funds. Quoted market prices in active markets for identical assets are available for investments in this category. 56 Table of Contents LANCASTER COLONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share data) Relevant information with respect to our pension benefits as of June 30 can be summarized as follows: 2024 2023 Change in benefit obligation Benefit obligation at beginning of year $ 27,952 $ 31,043 Interest cost 1,382 1,344 Actuarial gain ( 660 ) ( 2,047 ) Benefits paid ( 2,199 ) ( 2,388 ) Benefit obligation at end of year $ 26,475 $ 27,952 2024 2023 Change in plan assets Fair value of plan assets at beginning of year $ 28,776 $ 29,611 Actual return on plan assets 1,215 896 Employer contributions 224 657 Benefits paid ( 2,199 ) ( 2,388 ) Fair value of plan assets at end of year $ 28,016 $ 28,776 2024 2023 Funded status - net prepaid benefit cost $ 1,541 $ 824 2024 2023 Amounts recognized in the Consolidated Balance Sheets consist of Prepaid benefit cost (Other Noncurrent Assets) $ 1,886 $ 1,286 Accrued benefit liability (Other Noncurrent Liabilities) ( 345 ) ( 462 ) Net amount recognized $ 1,541 $ 824 2024 2023 Accumulated benefit obligation $ 26,475 $ 27,952 The following table discloses, in the aggregate, those plans with benefit obligations in excess of the fair value of plan assets at the June 30 measurement date: 2024 2023 Benefit obligations $ 4,301 $ 5,108 Fair value of plan assets at end of year $ 3,956 $ 4,646 Amounts recognized in accumulated other comprehensive loss at June 30 were as follows: 2024 2023 Net actuarial loss $ 12,713 $ 13,846 Income taxes ( 2,971 ) ( 3,236 ) Total $ 9,742 $ 10,610 The following table summarizes the components of net periodic benefit cost (income) for our pension plans at June 30: 2024 2023 2022 Components of net periodic benefit cost (income) Interest cost $ 1,382 $ 1,344 $ 935 Expected return on plan assets ( 1,375 ) ( 1,416 ) ( 1,911 ) Amortization of unrecognized net loss 633 725 428 Net periodic benefit cost (income) $ 640 $ 653 $ ( 548 ) We have not yet finalized our anticipated funding level for 2025, but based on initial estimates, we do not expect our 2025 contributions to our pension plans to be material. 57 Table of Contents LANCASTER COLONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share data) Benefit payments estimated for future years are as follows: 2025 $ 2,542 2026 $ 2,461 2027 $ 2,387 2028 $ 2,298 2029 $ 2,225 2030 - 2034 $ 9,878 Note 11 – Defined Contribution and Other Employee Plans Company-Sponsored Defined Contribution Plans We sponsor four defined contribution plans established pursuant to Section 401(k) of the Internal Revenue Code. Contributions are determined under various formulas, and we contributed to three of these plans in 2024. Costs related to such plans for each of the years ended June 30 were as follows: 2024 2023 2022 Costs related to company-sponsored defined contribution plans $ 6,922 $ 6,009 $ 5,779 Multiemployer Plans In the three years ended June 30, 2024, one of our subsidiaries participated in a multiemployer plan that provides pension benefits to retiree workers under a collective bargaining contract. This plan generally provides for retirement, death and/or termination benefits for eligible employees within the collective bargaining contract, based on specific eligibility/participation requirements, vesting periods and benefit formulas. The risks of participating in a multiemployer plan are different from single-employer plans in the following aspects: (1) assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers, (2) if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers and (3) if a participating employer chooses to stop participating in the multiemployer plan, it may be required to pay the plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability. Our participation in this multiemployer pension plan for the three years ended June 30, 2024 is reflected in the following table. All information in the table is as of December 31 of the relevant year, except contributions which are based on our fiscal year, or except as otherwise noted. The EIN/PN column provides the Employer Identification Number (“EIN”) and the Plan Number (“PN”). The pension protection act zone status is based on information that we received from the plan. Among other factors, generally, plans in critical status (red zone) are less than 65 percent funded, plans in endangered or seriously endangered status (yellow zone or orange zone, respectively) are less than 80 percent funded, and plans at least 80 percent funded are said to be in the green zone. The FIP/RP status pending/implemented column indicates plans for which a funding improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented by the trustees of each plan. There have been no significant changes that affect the comparability of 2024, 2023 or 2022 contributions. Pension Protection Act Zone Status Fiscal Year Contributions Plan Name EIN/PN 2023 2022 FIP/RP Status Pending / Implemented 2024 2023 2022 Surcharge Imposed Expiration Date of Collective Bargaining Agreement Western Conference of Teamsters Pension Plan 916145047 - 001 Green 12/31/22 Green 12/31/21 No $ 215 $ 250 $ 296 No 12/15/2025 58 Table of Contents LANCASTER COLONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share data) Under this multiemployer plan and one additional multiemployer plan, we also contribute amounts for health and welfare benefits that are defined by each plan. These benefits are not vested. The contributions required by our participation in these plans for each of the years ended June 30 were as follows: 2024 2023 2022 Multiemployer health and welfare plan contributions $ 3,047 $ 3,124 $ 3,360 We also make non-elective contributions for the union employees at our Bedford Heights, Ohio plant into a union-sponsored multiemployer 401(k) plan. Our contributions totaled $ 1.0 million, $ 1.0 million and $ 0.9 million in 2024, 2023 and 2022, respectively. Deferred Compensation Plan We offer a deferred compensation plan for select employees who may elect to defer a certain percentage of annual compensation. We do not match any contributions. Each participant earns interest based upon the prime rate of interest, adjusted semi-annually, on their respective deferred compensation balance. Participants are paid out upon retirement or termination in accordance with their annual election. The following table summarizes our liability for total deferred compensation and accrued interest at June 30: 2024 2023 Liability for deferred compensation and accrued interest $ 4,501 $ 5,261 Deferred compensation expense for each of the years ended June 30 was as follows: 2024 2023 2022 Deferred compensation expense $ 387 $ 311 $ 157 59 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None.