What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-08-21 compared with 2024-08-22 · 106 added, 82 removed, 212 unchanged (47% of the section changed)

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Business Overview

Lancaster Colony Corporation is a manufacturer and marketer of specialty food products for the retail and foodservice channels.

The Marzetti Company is a manufacturer and marketer of specialty food products for the retail and foodservice channels.

Our financial results are presented as two reportable segments:

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• long-standing Foodservice customer relationships that help to support strategic licensing opportunities in Retail;

• demonstrated success with strategic licensing programs in Retail through both new and established relationships in the foodservice industry;

• recognized leadership in Foodservice product development;

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Recent examples of resulting investments include:

• a significant capacity expansion project for our Marzetti dressing and sauce facility in Horse Cave, Kentucky that reached substantial completion in March 2023;

• a capacity expansion project for one of our Marzetti dressing and sauce facilities in Columbus, Ohio that was completed in January 2022;

• a significant infrastructure improvement and capacity expansion project for our frozen pasta facility in Altoona, Iowa that was completed in March 2022;

• the acquisition of a sauce and dressing production facility in the Atlanta, Georgia area in February 2025;

• a significant capacity expansion project for our Marzetti dressing and sauce facility in Horse Cave, Kentucky that was fully operational beginning in March 2023;

• our enterprise resource planning system (“ERP”) project and related initiatives, Project Ascent, that reached completion of the implementation phase in August 2023.

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Selling, General and Administrative Expenses 230,227 218,065 222,091 12,162 5.6 % (4,026) (1.8) %

Change in Contingent Consideration — — (3,470) — N/M 3,470 (100.0) %

Restructuring and Impairment Charges 5,102 14,874 24,969 (9,772) (65.7) % (10,095) (40.4) %

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Operating Margin 11.5 % 10.7 % 7.8 %

Pension Settlement Charge (13,968) — — (13,968) N/M — N/M

Other, Net 7,114 6,152 1,789 962 15.6 % 4,363 243.9 %

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Diluted Net Income Per Common Share $ 6.07 $ 5.76 $ 4.04 $ 0.31 5.4 % $ 1.72 42.6 %

Consolidated net sales for the year ended June 30, 2024 increased 2.7% to a new record of $1,871.8 million from the prior-year record total of $1,822.5 million, reflecting higher net sales for both the Retail and Foodservice segments driven primarily by volume gains.

Deflationary pricing was a headwind to Foodservice segment sales growth.

Sales in the prior year were unfavorably impacted by an estimated $25 million in net sales attributed to advance ordering that occurred near the end of fiscal 2022 ahead of our ERP go-live that commenced on July 1, 2022.

Breaking down the 2.7% increase in consolidated net sales, approximately 1.8% is attributed to volume/mix impacts, approximately 1.4% is attributed to the ERP go-live sales shift and the remaining offset is net pricing.

Consolidated sales volumes, measured in pounds shipped, increased 3.7% in 2024.

Excluding the impact of last year’s shift in sales due to our ERP go-live, consolidated sales volumes increased 2.1%.

Consolidated net sales for the year ended June 30, 2025 increased 2.0% to a new record of $1,909.1 million from the prior-year record total of $1,871.8 million, reflecting higher net sales for both the Retail and Foodservice segments driven primarily by increased volume and mix.

Year-over-year comparisons for the Retail segment were unfavorably impacted by prior-year sales attributed to the perimeter-of-the-store bakery product lines we exited in March 2024.

Year-over-year comparisons for the Foodservice segment were favorably impacted by a temporary supply agreement (“TSA”) resulting from our acquisition of a sauce and dressing production facility located in Atlanta, Georgia (“Atlanta plant”).

The acquisition was completed in February 2025.

The TSA commenced in March 2025 for a period of up to 12 months.

Breaking down the 2.0% increase in consolidated net sales as summarized in the table below, higher core volumes and product mix contributed approximately 220 basis points, as partially offset by approximately 90 basis points attributed to the exited perimeter-of-the-store bakery product lines.

The incremental sales attributed to the TSA accounted for 80 basis points.

Breakdown of Change in Consolidated Net Sales Year Ended

June 30, 2025

Change in Core Sales Volume / Mix $ 41,722 2.2 %

Net Pricing Impact (1,485) (0.1) %

Perimeter-of-the-Store Bakery Product Lines Exited March 2024 (17,111) (0.9) %

Incremental Sales for Temporary Supply Agreement (TSA) 14,237 0.8 %

Total Change in Net Sales $ 37,363 2.0 %

Consolidated sales volumes, measured in pounds shipped, increased 1.2% for the year ended June 30, 2025.

Excluding the impact of all sales attributed to both the exited perimeter-of-the-store bakery product lines and the TSA, consolidated sales volumes increased 0.9%.

The relative proportion of sales contributed by each of our business segments can impact a year-to-year comparison of the consolidated statements of income.

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See discussion of net sales by segment following the discussion of “Earnings Per Share” below.

Consolidated gross profit increased 11.3% to $432.3 million in 2024 compared to $388.6 million in 2023 as influenced by favorability in pricing net of commodity costs, our cost savings programs and the higher sales volumes.

In the prior year, gross profit was unfavorably impacted by an estimated $5 million due to the aforementioned shift of net sales into the quarter ended June 30, 2022 ahead of our ERP go-live.

Consolidated gross profit increased 5.4% to $455.6 million in 2025 compared to $432.3 million in 2024 driven by the positive impacts of our cost savings programs, volume growth and some modest cost deflation.

Selling, General and Administrative Expenses

Year Ended June 30, Change

(Dollars in thousands) 2024 2023 2022 2024 vs.

2023 2023 vs.

SG&A Expenses - Excluding Project Ascent $ 209,829 $ 192,225 $ 172,771 $ 17,604 9.2 % $ 19,454 11.3 %

Project Ascent Expenses 8,236 29,866 39,327 (21,630) (72.4) % (9,461) (24.1) %

Total SG&A Expenses $ 218,065 $ 222,091 $ 212,098 $ (4,026) (1.8) % $ 9,993 4.7 %

Selling, general and administrative (“SG&A”) expenses decreased 1.8% to $218.1 million in 2024 compared to $222.1 million in 2023.

This decrease reflects lower expenditures for Project Ascent, largely offset by higher expenditures to support the continued growth of our business, including investments in personnel, a more normalized level of consumer promotions, higher brokerage costs and IT investments.

Project Ascent expenses totaled $8.2 million in 2024 compared to $29.9 million in 2023.

Project Ascent expenses are included within Corporate Expenses.

A portion of the costs classified as Project Ascent expenses represent ongoing costs that have continued subsequent to the completion of our ERP implementation.

Beginning in 2025, these ongoing costs will no longer be classified separately as Project Ascent expenses.

Selling, general and administrative (“SG&A”) expenses increased 5.6% to $230.2 million in 2025 compared to $218.1 million in 2024.

This increase includes investments in IT to support the continued growth of our business and $3.8 million in incremental expenditures attributed to the Atlanta plant acquisition, as partially offset by prior-year expenses for Project Ascent.

The incremental acquisition-related expenditures were primarily comprised of legal and professional fees.

Expenses attributed to Project Ascent, our ERP initiative, were included within Corporate Expenses and classified separately through 2024.

A portion of the costs classified as Project Ascent expenses represent ongoing costs that have continued subsequent to the completion of our ERP implementation in 2024.

Beginning in 2025, these ongoing costs are no longer classified separately as Project Ascent expenses.

Restructuring and Impairment Charges

In 2025, we committed to a plan to close our sauce and dressing production facility in Milpitas, California as part of our ongoing strategic initiative to better optimize our manufacturing network.

Production at the facility is expected to conclude in the quarter ending September 30, 2025.

In 2025, we recorded restructuring and impairment charges of $4.5 million related to this closure.

These charges consisted of impairment charges for personal property and operating lease right-of-use assets, one-time termination benefits, and other closing costs.

The operations of this facility were not classified as discontinued operations as the closure did not represent a strategic shift that would have a major effect on our operations or financial results.

In 2025, we transitioned our internal transportation fleet operation to an external dedicated carrier.

In 2025, we recorded resulting restructuring charges of $0.6 million for one-time termination benefits.

In 2024, we committed to a plan to exit our perimeter-of-the-store bakery product lines and close our Flatout flatbread facility in Saline, Michigan and our Angelic Bakehouse sprouted grain bakery facility in Cudahy, Wisconsin.

Due to a lack of scale and direct-to-store distribution capabilities for these products, we were not able to achieve the desired operational or financial performance.

Production at these facilities ceased in March 2024, and we completed the divestiture of the real estate and manufacturing equipment at these locations during the quarter ended June 30, 2024.

The operations of these facilities have not been classified as discontinued operations as the closures do not represent a strategic shift that would have a major effect on our operations or financial results.

The operations of these facilities were not classified as discontinued operations as the closures did not represent a strategic shift that would have a major effect on our operations or financial results.

In 2024, we recorded restructuring and impairment charges of $14.9 million related to these closures, as well as $2.6 million recorded in Cost of Sales for the write-down of inventories.

The restructuring and impairment charges, which consisted of impairment charges for fixed assets and intangible assets, one-time termination benefits and other closing costs, were not allocated to our two reportable segments due to their unusual nature whereas the $2.6 million write-down of inventories was recorded in our Retail segment.

In 2023, we recorded impairment charges of $25.0 million related to the intangible assets of Flatout due to lowered expectations for the projected sales and profitability of the Flatout product lines that we subsequently exited in 2024.

These impairment charges were reflected in our Retail segment.

Operating Income

Operating income increased 40.9% to $199.4 million in 2024 compared to $141.5 million in 2023 driven by the increase in gross profit, reduced expenditures for Project Ascent and lower restructuring and impairment charges.

Operating income increased 10.5% to $220.3 million in 2025 compared to $199.4 million in 2024 due to the increase in gross profit and lower restructuring and impairment charges, as partially offset by the higher SG&A expenses.

The following table presents a reconciliation between operating income as reported in accordance with U.S.

generally accepted accounting principles (“GAAP”) and adjusted operating income, which is a non-GAAP financial measure.

Adjusted operating income excludes certain items affecting comparability that can impact the analysis of our underlying core business performance and trends.

Management uses this non-GAAP measure in preparation of our annual operating plan and for our monthly analysis of operating results.

The excluded items consist of costs related to restructuring or acquisition activities.

Year Ended June 30, Change

(Dollars in thousands) 2025 2024 2025 vs.

Reported Operating Income $ 220,317 $ 199,363 $ 20,954 10.5 %

Cost of Sales - Inventory Write-Down for Product Line Exit — 2,600 (2,600) (100.0) %

SG&A Expenses - Acquisition Costs 3,781 — 3,781 N/M

Restructuring and Impairment Charges 5,102 14,874 (9,772) (65.7) %

Adjusted Operating Income (non-GAAP) $ 229,200 $ 216,837 $ 12,363 5.7 %

See discussion of operating results by segment following the discussion of “Earnings Per Share” below.

Pension Settlement Charge

Prior to November 30, 2024, we sponsored multiple defined benefit pension plans that covered certain former employees under collective bargaining contracts related to closed or sold operations.

All these plans were previously frozen.

In August 2024, our Board of Directors approved the merger of all five pension plans and the termination of the resulting merged plan.

The merged plan was terminated effective November 30, 2024.

Lump sum distributions and annuity purchases from a highly rated insurance company were completed in December 2024.

As a result of the pension termination, we incurred a one-time noncash settlement charge of $14.0 million in 2025.

See further discussion in Note 11 to the condensed consolidated financial statements.

Other, net resulted in a benefit of $7.1 million in 2025 compared to a benefit of $6.2 million in 2024.

This change reflects higher interest rates for our cash holdings and increased balances of cash and equivalents.

This change primarily reflects higher interest income.

Taxes Based on Income

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See Note 8 to the consolidated financial statements for a reconciliation of the statutory rate to the effective rate.

We include the tax consequences related to stock-based compensation within the computation of income tax expense.

We may experience increased volatility to our income tax expense and resulting net income dependent upon, among other variables, the price of our common stock and the timing and volume of share-based payment award activity such as employee exercises of stock-settled stock appreciation rights and vesting of restricted stock awards.

For 2024 and 2023, the impact of net windfall tax benefits from stock-based compensation reduced our effective tax rate by less than 0.1% and 0.4%, respectively.

Earnings Per Share

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Diluted weighted average common shares outstanding for each of the years ended June 30, 2025 and 2024 have remained relatively stable.

In 2025, the pension settlement charge reduced diluted earnings per share by $0.39, restructuring and impairment charges reduced diluted earnings per share by $0.15 and costs related to the Atlanta plant acquisition reduced diluted earnings per share by $0.11.

In 2024, costs related to our decision to exit our perimeter-of-the-store bakery product lines reduced diluted earnings per share by a total of $0.49.

These exit costs included restructuring and impairment charges, which reduced diluted earnings per share by $0.42, and the inventory write-down, which reduced diluted earnings per share by $0.07.

In 2023, impairment charges related to Flatout’s intangible assets reduced diluted earnings per share by $0.70.

In 2024 and 2023, expenditures for Project Ascent reduced diluted earnings per share by $0.23 and $0.84, respectively.

In 2024, expenditures for Project Ascent reduced diluted earnings per share by $0.23.

RESULTS OF OPERATIONS - SEGMENTS

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Operating Margin 21.1 % 21.0 % 14.4 %

In 2024, net sales for the Retail segment reached a record $988.4 million, a 2.4% increase from the prior-year total of $965.4 million, including the carryover benefit from pricing actions that were taken in 2023.

The increase in 2024 Retail net sales also reflects that prior-year sales were unfavorably impacted by advance orders accounting for an estimated $11 million in Retail net sales near the end of fiscal 2022 ahead of our ERP go-live, which commenced on July 1, 2022.

Retail segment sales volumes, measured in pounds shipped, increased 1.4% in the current year.

Retail sales volume growth was driven by the continued success of our program for licensed sauces and dressings.

Our New York BRAND ® Bakery frozen garlic bread products also contributed to the increase in the Retail sales volumes.

Excluding the impact of last year’s shift in sales due to our ERP go-live, the impact of a value engineering initiative we implemented in 2024, and all sales attributed to the perimeter-of-the-store bakery product lines we exited in 2024, Retail segment sales volumes increased 1.7%.

In 2024, Retail segment operating income increased $68.2 million, or 48.9%, to $207.7 million.

Beyond the impacts of last year’s impairment charges and this year’s write-down of inventories, which combined to contribute a net increase to Retail segment operating income of $22.4 million, the growth in Retail segment operating income was driven by:

favorability in our pricing net of commodity costs, including pricing impacts from investments in trade spending;

our cost savings programs;

and the beneficial impact of higher sales volumes.

In 2025, net sales for the Retail segment reached a record $1,003.4 million, a 1.5% increase from the prior-year total of $988.4 million, reflecting higher sales volumes.

Year-over-year comparisons for the Retail segment were unfavorably impacted by prior-year sales attributed to the perimeter-of-the-store bakery product lines we exited in March 2024.

Excluding the exited product lines, Retail net sales increased 3.3%.

Retail segment net sales growth was driven by our licensing program led by Texas Roadhouse TM dinner rolls, Chick-fil-A ® sauces and Subway ® sauces.

Our new gluten-free New York Bakery TM frozen garlic bread also added to the growth in Retail net sales.

Retail segment sales volumes, measured in pounds shipped, increased 1.6%.

Excluding the impact of all sales attributed to the exited perimeter-of-the-store bakery product lines, Retail sales volumes increased 2.9%.

In 2025, Retail segment operating income increased $4.0 million, or 1.9%, to $211.7 million due to the higher sales volume and more favorable sales mix, our cost savings programs and some modest cost deflation, as partially offset by higher sales and marketing costs as we invested to support the growth of our brands.

Foodservice Segment

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Operating Margin 12.3 % 11.0 % 12.4 %

In 2024, Foodservice segment net sales increased 3.1% to a record $883.3 million from the 2023 total of $857.2 million driven by increased demand from several of our national chain restaurant account customers and growth for our branded Foodservice products.

Deflationary pricing was a headwind to Foodservice segment sales growth.

Sales in the prior year were unfavorably impacted by the advance ordering that occurred near the end of fiscal 2022 ahead of our ERP go-live, which reduced Foodservice net sales in the prior year by an estimated $14 million.

Foodservice segment sales volumes, measured in pounds shipped, increased 5.3% in the current year.

Excluding the impact of last year’s shift in sales due to our ERP go-live, Foodservice segment sales volumes increased 3.5%.

In 2024, Foodservice segment operating income decreased 8.7% to $97.1 million driven by higher supply chain costs, as partially offset by the beneficial impact of higher sales volumes.

Foodservice segment operating income for 2024 also compares to a strong prior-year result.

In 2025, Foodservice segment net sales increased 2.5% to a record $905.7 million from the 2024 total of $883.3 million driven by increased demand from several of our national chain restaurant account customers and growth for our Marzetti ® branded Foodservice products.

In the back half of the fiscal year, Foodservice segment net sales were unfavorably impacted by menu changes implemented by two of our national chain restaurant customers as they shifted their focus to value offerings.

Excluding all sales attributed to the TSA resulting from the February 2025 Atlanta plant acquisition, Foodservice segment net sales increased 0.9%.

Foodservice segment sales volumes, measured in pounds shipped, increased 0.9%.

Excluding all TSA sales, Foodservice segment sales volumes declined 0.3%.

In 2025, Foodservice segment operating income increased 14.9% to $111.6 million driven by the beneficial impact of our cost savings programs and cost deflation, as partially offset by higher supply chain costs.

Corporate Expenses

In 2025, corporate expenses totaled $97.9 million as compared to $90.5 million in 2024.

This decrease reflects lower expenditures for Project Ascent, as partially offset by higher expenditures to support the continued growth of our business, including investments in personnel and IT.

Project Ascent expenses totaled $8.2 million and $29.9 million in 2024 and 2023, respectively.

This increase primarily reflects investments in IT to support the continued growth of our business and $3.8 million in incremental expenditures attributed to the Atlanta plant acquisition, as partially offset by prior-year expenses for Project Ascent.

LOOKING FORWARD

For 2025, we anticipate Retail segment sales will continue to benefit from volume growth led by our licensing program, including increased sales from the new products, flavors and sizes we introduced in 2024 along with the recent addition of Subway ® and Texas Roadhouse ® as license partners.

We also anticipate continued positive sales momentum for our New York BRAND ® Bakery frozen garlic bread products in 2025 as well as volume growth for our Marzetti ® refrigerated dressings.

In the Foodservice segment, we expect sales volumes to be led by growth from select quick-service restaurant customers in our mix of national chain restaurant accounts, while external factors, including U.S.

For 2026, we anticipate Retail segment sales will continue to benefit from volume growth, with contributions from both our licensing program and our Marzetti ® , New York Bakery TM , and Sister Schubert’s ® brands.

In the Foodservice segment, we expect sales to be supported by select quick-service restaurant customers in our mix of national chain restaurant accounts, while external factors, including U.S.

economic performance and consumer behavior, may impact demand.

With respect to our input costs, in aggregate we do not foresee significant impacts from commodity cost inflation or deflation in the coming year.

We also expect to drive margin improvement through our cost savings programs.

With respect to our input costs, in aggregate we anticipate a modest level of inflation in fiscal 2026 that we plan to offset through contractual pricing and our cost savings programs as we remain focused on continued margin improvement in the year ahead.

We also look forward to further incorporating our newly acquired Atlanta-based sauce and dressing plant into our manufacturing network.

While the current tariff environment entails some uncertainty, based on our understanding of currently available information for existing and proposed tariffs, we do not anticipate the performance of our business will be materially impacted by tariffs.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”).

In accordance with GAAP, the effects of changes in tax laws or rates are recognized in the period in which the legislation is enacted.

We expect the OBBBA to primarily provide cash tax timing benefits with no material impact on our effective tax rate.

We will continue to periodically reassess our allocation of capital to ensure that we maintain adequate operating flexibility while providing appropriate levels of cash returns to our shareholders.

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Our balance sheet maintained fundamental financial strength during 2025 as we ended the year with $161 million in cash and equivalents, along with shareholders’ equity of $998 million and no debt.

Under our unsecured revolving credit facility (“Facility”), which we renewed in March 2024, we may borrow up to a maximum of $150 million at any one time.

Under our unsecured revolving credit facility (“Facility”), we may borrow up to a maximum of $150 million at any one time.

We had no borrowings outstanding under the Facility at June 30, 2025.

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This source, combined with our existing balances in cash and equivalents and amounts available under the Facility, is expected to be sufficient to meet our overall cash requirements.

We have various contractual and other obligations that are appropriately recorded as liabilities in our consolidated financial statements, including finance lease obligations, operating lease obligations, the underfunded defined benefit pension liability, other post-employment benefit obligations, tax liabilities, noncurrent workers compensation obligations, deferred compensation and interest on deferred compensation.

We have various contractual and other obligations that are appropriately recorded as liabilities in our consolidated financial statements, including finance lease obligations, operating lease obligations, other post-employment benefit obligations, tax liabilities, noncurrent workers compensation obligations, deferred compensation and interest on deferred compensation.

See Note 4 to the consolidated financial statements for further information about our lease obligations, including the maturities of minimum lease payments.

It is not certain when the liabilities for the underfunded defined benefit pension liability, other post-employment benefit obligations, tax liabilities, noncurrent workers compensation obligations, deferred compensation and interest on deferred compensation will become due.

It is not certain when the liabilities for other post-employment benefit obligations, tax liabilities, noncurrent workers compensation obligations, deferred compensation and interest on deferred compensation will become due.

See Notes 8 and 12 to the consolidated financial statements for further information about these liabilities.

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Cash provided by operating activities in 2025 totaled $261.5 million, an increase of 4.0% as compared with the 2024 total of $251.6 million.

The 2024 increase was primarily due to higher net income, as partially offset by the year-over-year changes in deferred income taxes and lower noncash restructuring and impairment charges in the current year.

The 2025 increase was primarily due to higher net income, the current-year noncash pension settlement charge and higher noncash depreciation and amortization expense, as partially offset by unfavorable year-over-year changes in net working capital and lower noncash restructuring and impairment charges.

The unfavorable net working capital changes reflected the impact of a prior-year decline in accounts receivable and a prior-year increase in accounts payable, partially offset by a prior-year increase in inventories.

Cash used in investing activities totaled $148.2 million in 2025 as compared to $67.4 million in 2024.

The 2024 decrease primarily reflects a lower level of payments for property additions, which totaled $67.6 million in 2024 compared to $90.2 million in 2023, as the capacity expansion project at our dressing and sauce facility in Horse Cave, Kentucky reached substantial completion in March 2023.

The 2025 increase primarily reflects the $78.8 million of cash paid for the February 2025 Atlanta plant acquisition, as well as prior-year proceeds from the sale of property totaling $7.0 million.

Payments for property additions were $9.6 million lower in the current year.

Financing activities used net cash totaling $115.3 million and $109.2 million in 2025 and 2024, respectively.

The vast majority of the cash used in financing activities is attributed to the payment of dividends, and the 2024 increase in cash used in financing activities primarily reflects higher levels of dividend payments, as partially offset by lower levels of share repurchases and tax withholdings for stock-based compensation.

The vast majority of the cash used in financing activities is attributed to the payment of dividends, and the 2025 increase in cash used in financing activities primarily reflects higher levels of dividend payments.

The regular dividend payout rate for 2025 was $3.75 per share, as compared to $3.55 per share in 2024.

This past fiscal year marked the 61 st consecutive year of increased regular cash dividends.

This past fiscal year marked the 62 nd consecutive year of increased regular cash dividends.

Future levels of share repurchases and declared dividends are subject to the periodic review of our Board of Directors and are generally determined after an assessment is made of various factors, such as anticipated earnings levels, cash flow requirements and general business conditions.

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We attempt to mitigate the impact of inflation on our raw-material costs via longer-term fixed-price contractual commitments for a portion of our most significant market-indexed commodities, most notably soybean oil and flour.

Specific to freight costs, our transportation network includes a mix of dedicated carriers, longer-term fixed-rate contracts and a small internal fleet that serve to reduce our exposure to spot freight rates.

Specific to freight costs, our transportation network includes a mix of dedicated carriers and longer-term fixed-rate contracts.

We also have a transportation management system in place to support our freight management processes and help us to secure more competitive freight rates.

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• price and product competition;

• the success and cost of new product development efforts;

• the lack of market acceptance of new products;

• changes in demand for our products, which may result from changes in consumer behavior or loss of brand reputation or customer goodwill;

• the impact of customer store brands on our branded retail volumes;

• adequate supply of labor for our manufacturing facilities;

• stability of labor relations;

• adverse changes in freight, energy or other costs of producing, distributing or transporting our products;

• the reaction of customers or consumers to pricing actions we take to offset inflationary costs;

• the impact of any laws and regulatory matters affecting our food business, including any additional requirements imposed by the FDA or any state or local government;

• the extent to which good-fitting business acquisitions are identified, acceptably integrated, and achieve operational and financial performance objectives;

• inflationary pressures resulting in higher input costs;

• fluctuations in the cost and availability of ingredients and packaging;

• capacity constraints that may affect our ability to meet demand or may increase our costs;

• dependence on contract manufacturers, distributors and freight transporters, including their operational capacity and financial strength in continuing to support our business;

• the impact of any regulatory matters affecting our food business, including any additional requirements imposed by the FDA or any state or local government;

• adverse changes in freight, energy or other costs of producing, distributing or transporting our products;

• the reaction of customers or consumers to pricing actions we take to offset inflationary costs;

• adverse changes in trade policies, including increased tariffs, retaliatory trade measures, or other trade restrictions;

• dependence on key personnel and changes in key personnel;

• adequate supply of labor for our manufacturing facilities;

• stability of labor relations;

• geopolitical events that could create unforeseen business disruptions and impact the cost or availability of raw materials and energy;

• dependence on a wide array of critical third parties to support our operations, including contract manufacturers, distributors, logistics providers and IT vendors;

• cyber-security incidents, information technology disruptions, and data breaches;

• the potential for loss of larger programs or key customer relationships;

• capacity constraints that may affect our ability to meet demand or may increase our costs;

• failure to maintain or renew license agreements;

• geopolitical events that could create unforeseen business disruptions and impact the cost or availability of raw materials and energy;

• significant shifts in consumer demand and disruptions to our employees, communities, customers, supply chains, production planning, operations, and production processes resulting from the impacts of epidemics, pandemics or similar widespread public health concerns and disease outbreaks;

• the possible occurrence of product recalls or other defective or mislabeled product costs;

• the success and cost of new product development efforts;

• the lack of market acceptance of new products;

• the extent to which good-fitting business acquisitions are identified, acceptably integrated, and achieve operational and financial performance objectives;

• the effect of consolidation of customers within key market channels;

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• the outcome of any litigation or arbitration;

• changes in estimates in critical accounting judgments;

• the impact of fluctuations in our pension plan asset values on funding levels, contributions required and benefit costs;

• certain other risk factors, including those discussed in other filings we have submitted to the Securities and Exchange Commission.

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-K

Item 7. Management’s Discussion and Analysis