Post Holdings Inc

Previous wording

•inflationary pressures on input costs across all segments of our business. During fiscal 2023, input cost inflation put downward pressures on our profit margins, which we largely mitigated through pricing actions across all segments, cost savings measures and hedging programs. During the first half of fiscal 2024, inflationary pressures on certain input costs have eased, while other input costs have continued to face inflationary pressures, and we expect this trend to continue during the remainder of fiscal 2024; and

Current wording

•inflationary pressures on input costs across all segments of our business. During fiscal 2023, input cost inflation put downward pressures on our profit margins, which we largely mitigated through pricing actions across all segments, cost savings measures and hedging programs. During fiscal 2024, inflationary pressures on certain input costs have eased, while other input costs have continued to face inflationary pressures, and we expect this trend to continue during the remainder of fiscal 2024; and

Previous wording

•outbreaks of avian influenza, which impacted our Foodservice and Refrigerated Retail segments. During fiscal 2023, we incurred increased costs as a result of outbreaks, which were mitigated through management of volume needs with customers and pricing actions. During the first quarter of fiscal 2024, we experienced additional outbreaks of avian influenza; however, the impact to our results of operations during the three and six months ended March 31, 2024 were not material. The impact from these outbreaks, or further outbreaks in the future, could have a materially adverse impact on our results of operations if we are unable to mitigate the impact on our businesses.

Current wording

•outbreaks of avian influenza, which impacted our Foodservice and Refrigerated Retail segments. During fiscal 2023, we incurred increased costs as a result of outbreaks, which were mitigated through management of volume needs with customers and pricing actions. During fiscal 2024, we experienced additional outbreaks of avian influenza; however, the impact to our results of operations during the three and nine months ended June 30, 2024 were not material. The impact from these outbreaks, or further outbreaks in the future, could have a materially adverse impact on our results of operations if we are unable to mitigate the impact on our businesses.

Previous wording

Net sales increased $379.1 million, or 23%, during the three months ended March 31, 2024, when compared to the prior year period, as a result of higher net sales in our Post Consumer Brands and Weetabix segments, partially offset by lower net sales within our Foodservice and Refrigerated Retail segments.

Current wording

Net sales increased $88.3 million, or 5%, during the three months ended June 30, 2024, when compared to the prior year period, as a result of higher net sales in our Post Consumer Brands and Weetabix segments, partially offset by lower net sales within our Foodservice and Refrigerated Retail segments.

Previous wording

Net sales increased $778.7 million, or 24%, during the six months ended March 31, 2024, when compared to the prior year period, as a result of higher net sales in our Post Consumer Brands and Weetabix segments, partially offset by lower net sales within our Foodservice and Refrigerated Retail segments.

Current wording

Net sales increased $867.0 million, or 17%, during the nine months ended June 30, 2024, when compared to the prior year period, as a result of higher net sales in our Post Consumer Brands and Weetabix segments, partially offset by lower net sales within our Foodservice and Refrigerated Retail segments.

Previous wording

Operating profit increased $52.4 million, or 38%, during the three months ended March 31, 2024, when compared to the prior year period, primarily driven by higher segment profit within our Post Consumer Brands and Refrigerated Retail segments, partially offset by lower segment profit within our Foodservice and Weetabix segments and higher general corporate expenses.

Current wording

Operating profit increased $44.9 million, or 28%, during the three months ended June 30, 2024, when compared to the prior year period, primarily driven by higher segment profit within our Post Consumer Brands and Weetabix segments and lower general corporate expenses, partially offset by lower segment profit within our Foodservice and Refrigerated Retail segments.

Previous wording

Operating profit increased $111.8 million, or 39%, during the six months ended March 31, 2024, when compared to the prior year period, primarily driven by higher segment profit within our Post Consumer Brands and Refrigerated Retail segments, partially offset by lower segment profit within our Foodservice and Weetabix segments and higher general corporate expenses.

Current wording

Operating profit increased $156.7 million, or 35%, during the nine months ended June 30, 2024, when compared to the prior year period, primarily driven by higher segment profit within our Post Consumer Brands, Refrigerated Retail and Weetabix segments, partially offset by lower segment profit within our Foodservice segment and higher general corporate expenses.

Previous wording

Interest expense, net increased $16.2 million, or 25%, during the three months ended March 31, 2024, when compared to the prior year period. This increase was driven by lower interest income, higher average outstanding principal amounts of debt and a higher weighted-average interest rate compared to the prior year period. Our weighted-average interest rate on our total outstanding debt was 5.1% and 4.8% for the three months ended March 31, 2024 and 2023, respectively.

Current wording

Interest expense, net increased $6.1 million, or 8%, during the three months ended June 30, 2024, when compared to the prior year period. This increase was driven by higher average outstanding principal amounts of debt and a higher weighted-average interest rate compared to the prior year period. Our weighted-average interest rate on our total outstanding debt was 5.1% and 5.0% for the three months ended June 30, 2024 and 2023, respectively.

Previous wording

Interest expense, net increased $28.4 million, or 22%, during the six months ended March 31, 2024, when compared to the prior year period. This increase was driven by lower interest income, higher average outstanding principal amounts of debt and a higher weighted-average interest rate compared to the prior year period. Our weighted-average interest rate on our total outstanding debt was 5.1% and 4.8% for the six months ended March 31, 2024 and 2023, respectively.

Current wording

Interest expense, net increased $34.5 million, or 17%, during the nine months ended June 30, 2024, when compared to the prior year period. This increase was driven by higher average outstanding principal amounts of debt, a higher weighted-average interest rate and lower interest income compared to the prior year period. Our weighted-average interest rate on our total outstanding debt was 5.1% and 4.9% for the nine months ended June 30, 2024 and 2023, respectively.

Previous wording

Loss (Gain) on Extinguishment of Debt, Net

Current wording

Gain on Extinguishment of Debt, Net

Previous wording

During the three months ended March 31, 2024, we recognized a net loss of $0.3 million related to the repayment of our Fourth Incremental Term Loan (as defined in “Liquidity and Capital Resources” within this section), the redemption of our 5.75% senior notes and the partial repurchase of our 4.50% senior notes. The net loss included the write-off of debt issuance costs of $3.2 million and net premiums paid of $1.7 million, partially offset by the write-off of unamortized premiums of $4.6 million.

Current wording

During the nine months ended June 30, 2024, we recognized a net gain of $4.6 million related to the repayment of our Fourth Incremental Term Loan (as defined in “Liquidity and Capital Resources” within this section), the redemption of our 5.75% senior notes and the partial repurchase of our 4.50% senior notes. The net gain included the write-off of unamortized premiums of $4.6 million and net discounts received of $3.5 million, partially offset by the write-off of debt issuance costs of $3.5 million.

Previous wording

During the six months ended March 31, 2023, we recognized a net gain of $14.8 million primarily related to the partial repurchase of our 4.50% senior notes. The net gain included debt discounts received of $16.9 million, partially offset by the write-off of debt issuance costs of $1.0 million related to our 4.50% senior notes and the write-off of debt issuance costs of $1.1 million related to an incremental term loan under our Credit Agreement (as defined in “Liquidity and Capital Resources” within this section) pursuant to Joinder Agreement No. 3 (the “Third Incremental Term Loan”).

Current wording

During the nine months ended June 30, 2023, we recognized a net gain of $21.2 million primarily related to the partial repurchase of our 4.50% and 4.625% senior notes. The net gain included debt discounts received of $23.3 million and the write-off of unamortized premiums of $0.3 million, partially offset by the write-off of debt issuance costs of $1.3 million related to our 4.50% and 4.625% senior notes and $1.1 million related to an incremental term loan under our Credit Agreement (as defined in “Liquidity and Capital Resources” within this section) pursuant to Joinder Agreement No. 3 (the “Third Incremental Term Loan”).

Previous wording

During the three and six months ended March 31, 2024, we recognized (income) expense on swaps, net of $(13.3) million and $7.8 million, respectively, related to mark-to-market adjustments on our interest rate swaps.

Current wording

During the three and nine months ended June 30, 2024, we recognized (income) expense on swaps, net of $(3.1) million and $4.7 million, respectively, related to mark-to-market adjustments on our interest rate swaps.

Previous wording

During the three and six months ended March 31, 2023, we recognized (income) expense on swaps, net of $9.0 million and $(3.3) million, respectively, related to mark-to-market adjustments on our interest rate swaps.

Current wording

During the three and nine months ended June 30, 2023, we recognized income on swaps, net of $17.1 million and $20.4 million, respectively, related to mark-to-market adjustments on our interest rate swaps.

Previous wording

The effective income tax rate was 22.7% and 23.5% for thethree and six months ended March 31, 2024, respectively, and 25.4% and 22.6%for the three and six months ended March 31, 2023, respectively.

Current wording

The effective income tax rate was 24.1% and 23.7% for thethree and nine months ended June 30, 2024, respectively, and 21.4% and 22.1%for the three and nine months ended June 30, 2023, respectively.

Previous wording

Net sales for the Post Consumer Brands segment increased $900.3 million, or 78%, for the six months ended March 31, 2024, when compared to the prior year period. The increase in net sales was primarily driven by the inclusion of six months of Pet Food net sales of $802.7 million and four months of Perfection net sales of $84.6 million. In addition to these impacts, average net selling prices increased primarily due to the annualization of prior year price increases taken to mitigate inflation. Excluding Pet Food and Perfection, volumes declined 5% primarily driven by decreases in branded and non-retail cereal and peanut butter.

Current wording

Net sales for the Post Consumer Brands segment increased $136.8 million, or 16%, for the three months ended June 30, 2024, when compared to the prior year period. The increase in net sales was primarily driven by the inclusion of one incremental month of Pet Food net sales of $130.1 million and three months of Perfection net sales of $62.1 million. In addition to these impacts, average net selling prices increased primarily due to the annualization of prior year price increases taken to mitigate inflation. Volumes increased 24%, primarily driven by the inclusion of one incremental month of Pet Food and three months of Perfection, partially offset by volume decreases in branded and non-retail cereal.

Previous wording

Segment profit for the three months ended March 31, 2024 increased $64.2 million, or 85%, when compared to the prior year period. The increase in segment profit was primarily driven by higher net sales, as previously discussed, partially offset by higher product costs. The increase in product costs was primarily driven by the inclusion of three months of incremental costs attributable to Pet Food and Perfection of $276.8 million and $54.7 million, respectively, partially offset by lower freight costs of $9.6 million. In addition, warehousing costs, advertising and consumer spending and amortization expense increased compared to the prior year period, primarily due to the inclusion of three months of Pet Food and Perfection results.

Current wording

Segment profit for the three months ended June 30, 2024 increased $45.6 million, or 55%, when compared to the prior year period. The increase in segment profit was primarily driven by higher net sales, as previously discussed, partially offset by higher product costs. The increase in product costs was primarily driven by the inclusion of one month of incremental costs attributable to Pet Food of $87.6 million and three months of costs attributable to Perfection of $51.8 million, partially offset by lower raw material costs of $7.6 million and lower freight costs of $4.3 million. In addition, warehousing costs, advertising and consumer spending and amortization expense increased compared to the prior year period, primarily due to the inclusion of one incremental month of Pet Food results and three months of Perfection results.

Previous wording

Segment profit for the six months ended March 31, 2024 increased $117.6 million, or 76%, when compared to the prior year period. The increase in segment profit was primarily driven by higher net sales, as previously discussed, partially offset by higher product costs. The increase in product costs was primarily driven by the inclusion of six months of incremental costs attributable to Pet Food of $574.1 million and four months of incremental costs attributable to Perfection of $72.2 million, higher manufacturing costs of $10.0 million and higher raw material costs of $6.7 million, partially offset by lower freight costs of $16.7 million. In addition, warehousing costs, advertising and consumer spending and amortization expense increased compared to the prior year period, primarily due to the inclusion of six months of Pet Food results and four months of Perfection results.

Current wording

Segment profit for the nine months ended June 30, 2024 increased $163.2 million, or 69%, when compared to the prior year period. The increase in segment profit was primarily driven by higher net sales, as previously discussed, partially offset by higher product costs. The increase in product costs was primarily driven by the inclusion of seven months of incremental costs attributable to Pet Food of $661.7 million and seven months of costs attributable to Perfection of $124.0 million, partially offset by lower freight costs of $21.0 million. In addition, warehousing costs, advertising and consumer spending and amortization expense increased compared to the prior year period, primarily due to the inclusion of seven incremental months of Pet Food results and seven months of Perfection results.

Previous wording

Net sales for the Weetabix segment increased $13.1 million, or 10%, for the three months ended March 31, 2024, when compared to the prior year period. The increase in net sales was primarily driven by the inclusion of three months of Deeside net sales of$7.2 million and a favorable foreign currency exchange impact of $5.5 million. Excluding Deeside, volumes increased 3% primarily driven by volume increases in private label products.

Current wording

Net sales for the Weetabix segment increased $1.9 million, or 1%, for the three months ended June 30, 2024, when compared to the prior year period. The increase in net sales was primarily driven by the inclusion of three months of Deeside net sales of$7.5 million and a favorable foreign currency exchange impact of $1.0 million. Volumes increased 1%, primarily driven by the inclusion of three months of Deeside, partially offset by volume decreases in branded products.

Previous wording

Net sales for the Weetabix segment increased $24.1 million, or 10%, for the six months ended March 31, 2024, when compared to the prior year period. The increase in net sales was primarily driven by a favorable foreign currency exchange impact of $12.4 million and the inclusion of four months of Deeside net sales of$9.5 million. In addition to these impacts, average net selling prices increased primarily due to the annualization of prior year price increases, partially offset by a shift in product mix towards private label products. Excluding Deeside, volumes were flat compared to the prior year period.

Current wording

Net sales for the Weetabix segment increased $26.0 million, or 7%, for the nine months ended June 30, 2024, when compared to the prior year period. The increase in net sales was primarily driven by the inclusion of seven months of Deeside net sales of$17.0 million and a favorable foreign currency exchange impact of $13.4 million. In addition to these impacts, average net selling prices increased primarily due to the annualization of prior year price increases. Volumes increased 13%, primarily driven by the inclusion of seven months of Deeside and volume increases in private label products, partially offset by volume decreases in branded products.

Previous wording

Segment profit for the three months ended March 31, 2024 decreased $1.3 million, or 7%, when compared to the prior year period. This decrease was primarily driven by higher advertising and consumer spending of $2.4 million and the inclusion of three months of Deeside segment loss of$0.7 million, partially offset by higher net sales, as previously discussed, and favorable raw material costs of $1.6 million.

Current wording

Segment profit for the nine months ended June 30, 2024 increased $4.4 million, or 7%, when compared to the prior year period. This increase was primarily driven by lower raw material and manufacturing costs of $4.9 million and a favorable foreign currency exchange impact of $2.2 million, partially offset by higher advertising and consumer spending of $4.0 million.

Previous wording

Net sales for the Foodservice segment decreased $78.4 million, or 12%, for the three months ended March 31, 2024, when compared to the prior year period. Egg product sales were down $78.4 million, or 14%, driven by lower average net selling prices due to the pass-through of lower grain and egg market prices. Egg volumes decreased 3% primarily due to lower volumes in foodservice channels, partially offset by higher volumes in food ingredient channels. Sales of side dishes were up $0.9 million, or 1%, on flat volumes, driven by the annualization of prior year price increases taken to mitigate inflation. Sales of other products were down $0.9 million.

Current wording

Net sales for the Foodservice segment decreased $33.6 million, or 5%, for the three months ended June 30, 2024, when compared to the prior year period. Egg product sales were down $39.0 million, or 7%, driven by lower average net selling prices due to a reduction in avian influenza pricing and the pass-through of lower grain and egg market prices, partially offset by favorable product mix and volume increases of 1% as a result of distribution gains. Sales of side dishes were up $5.0 million, or 8%, driven by the annualization of prior year price increases taken to mitigate inflation and volume increases of 1% as a result of distribution gains. Sales of other products were up $0.4 million.

Previous wording

Net sales for the Foodservice segment decreased $111.8 million, or 9%, for the six months ended March 31, 2024, when compared to the prior year period. Egg product sales were down $113.6 million, or 11%, on flat volumes, driven by lower average net selling prices due to the pass-through of lower grain and egg market prices, partially offset by favorable product mix. Sales of side dishes were up $5.0 million, or 4%, driven by the annualization of prior year price increases taken to mitigate inflation and volume increases of 2% as a result of distribution gains. Sales of other products were down $3.2 million.

Current wording

Net sales for the Foodservice segment decreased $145.4 million, or 8%, for the nine months ended June 30, 2024, when compared to the prior year period. Egg product sales were down $152.6 million, or 9%, on flat volumes, driven by lower average net selling prices due to a reduction in avian influenza pricing and the pass-through of lower grain and egg market prices, partially offset by favorable product mix. Sales of side dishes were up $10.0 million, or 5%, driven by the annualization of prior year price increases taken to mitigate inflation and volume increases of 2% as a result of distribution gains. Sales of other products were down $2.8 million.

Previous wording

Segment profit for the three months ended March 31, 2024 decreased $13.6 million, or 17%, when compared to the prior year period, driven by lower net sales, as previously discussed, and higher manufacturing costs of $12.6 million. These negative impacts were partially offset by lower raw material costs of $68.6 million, primarily due to favorable grain and egg market prices compared to the prior year period, and lower freight costs of $5.2 million.

Current wording

Segment profit for the three months ended June 30, 2024 decreased $18.1 million, or 17%, when compared to the prior year period, driven by lower net sales, as previously discussed, and higher manufacturing costs of $6.6 million. These negative impacts were partially offset by lower raw material costs of $26.0 million, primarily due to favorable grain and egg market prices compared to the prior year period, and lower freight costs of $5.3 million.

Previous wording

Segment profit for the six months ended March 31, 2024 decreased $17.0 million, or 11%, when compared to the prior year period, driven by lower net sales, as previously discussed, and higher manufacturing costs of $21.1 million. These negative impacts were partially offset by lower raw material costs of $120.4 million, primarily due to favorable grain and egg market prices compared to the prior year period, and lower freight costs of $14.6 million.

Current wording

Segment profit for the nine months ended June 30, 2024 decreased $35.1 million, or 13%, when compared to the prior year period, driven by lower net sales, as previously discussed, higher manufacturing costs of $27.7 million and higher warehousing costs of $5.9 million. These negative impacts were partially offset by lower raw material costs of $146.4 million, primarily due to favorable grain and egg market prices compared to the prior year period, and lower freight costs of $19.9 million.

Previous wording

Net sales for the Refrigerated Retail segment decreased $22.3 million, or 8%, for the three months ended March 31, 2024, when compared to the prior year period, primarily driven by distribution losses in egg and cheese and other dairy product volumes. Egg product sales were down $14.0 million, or 26%, driven by 17% lower volumes and lower average net selling prices due to unfavorable product mix and increased promotional spending. Cheese and other dairy product sales decreased $6.4 million, or 13%, on 11% lower volumes. Sales of side dishes decreased $0.7 million, or 1%, on flat volumes. Sausage sales increased $1.2 million, or 3%, with volume up 7%, due to distribution gains, partially offset by lower average net selling prices due to unfavorable customer mix. Sales of all other products were down $2.4 million driven by the exit of certain low-margin products.

Current wording

Net sales for the Refrigerated Retail segment decreased $16.3 million, or 7%, for the three months ended June 30, 2024, when compared to the prior year period, primarily driven by lower average net selling prices due to increased promotional spending across all product categories. Egg product sales were down $9.9 million, or 23%, on 10% lower volumes due to distribution losses and were incrementally impacted by unfavorable product mix. Cheese and other dairy product sales decreased $3.0 million, or 7%, on 6% lower volumes due to distribution losses. Sales of side dishes decreased $1.3 million, or 1%, on volume increases of 5% due to increased promotional activities. Sausage sales were flat on 5% higher volumes, due to increased promotional activities, and were incrementally impacted by unfavorable customer mix. Sales of all other products were down $2.1 million driven by the exit of certain low-margin products.

Previous wording

Net sales for the Refrigerated Retail segment decreased $34.4 million, or 6%, for the six months ended March 31, 2024, when compared to the prior year period, primarily driven by distribution losses in egg and cheese and other dairy product volumes. Egg product sales were down $24.7 million, or 24%, driven by 14% lower volumes and lower average net selling prices due to unfavorable product mix and increased promotional spending. Cheese and other dairy product sales decreased $11.0 million, or 11%, on 10% lower volumes. Sausage sales decreased $0.7 million, or 1%, driven by lower average net selling prices due to unfavorable customer mix, partially offset by volume increases of 4% due to distribution gains. Sales of side dishes increased $6.9 million, or 3%, on flat volumes, primarily driven by higher average net selling prices due to the annualization of prior year price increases taken to mitigate input cost inflation, partially offset by increased promotional spending. Sales of all other products were down $4.9 million driven by the exit of certain low-margin products.

Current wording

Net sales for the Refrigerated Retail segment decreased $50.7 million, or 6%, for the nine months ended June 30, 2024, when compared to the prior year period, primarily driven by lower average net selling prices due to increased promotional spending in side dishes, egg and sausage. Egg product sales were down $34.6 million, or 24%, on 13% lower volumes due to distribution losses and were incrementally impacted by unfavorable product mix. Cheese and other dairy product sales decreased $14.0 million, or 10%, on 9% lower volumes due to distribution losses. Sausage sales decreased $0.7 million, or 1%, and were incrementally impacted by unfavorable customer mix, partially offset by volume increases of 4% due to increased promotional activities. Sales of side dishes increased $5.6 million, or 2%, driven by 1% higher volumes due to distribution gains, increased promotional activities and higher average net selling prices due to the annualization of prior year price increases taken to mitigate input cost inflation. Sales of all other products were down $7.0 million driven by the exit of certain low-margin products.

Previous wording

Segment profit for the six months ended March 31, 2024 increased $18.8 million, or 48%, when compared to the prior year period, driven by lower manufacturing costs of $14.9 million, lower raw material costs of $12.0 million and lower freight costs of $2.7 million. These positive impacts were partially offset by lower net sales, as previously discussed.

Current wording

Segment profit for the nine months ended June 30, 2024 increased $5.9 million, or 10%, when compared to the prior year period, driven by lower manufacturing costs of $16.1 million, lower raw material costs of $10.8 million and lower freight costs of $2.5 million. These positive impacts were partially offset by lower net sales, as previously discussed, and higher advertising and consumer spending of $3.2 million.

Previous wording

General corporate expenses and other increased$1.8 million, or 4%, for the three months ended March 31, 2024, when compared to the prior year period. This increase was driven byrestructuring and facility closure costs (including accelerated depreciation) of $7.3 million primarily related to our Post Consumer Brands segment and higher employee-related expenses of $2.4 million. These negative impacts were partially offset by increased net gains related to mark-to-market adjustments on economic hedges of $12.4 million (compared to net losses in the prior year period).

Current wording

General corporate expenses and other decreased$10.4 million, or 20%, for the three months ended June 30, 2024, when compared to the prior year period. This decrease was driven by decreased acquisition-related costs of $13.1 million, primarily due to lapping Pet Food acquisition costs in the prior year, and increased net gains related to mark-to-market adjustments on economic hedges of $11.8 million (compared to net losses in the prior year period). These positive impacts were partially offset by lapping a prior year gain related to the write-off of deferred underwriting commissions of $10.7 million and increased restructuring and facility closure costs (including accelerated depreciation) of $2.3 million primarily related to our Post Consumer Brands segment.

Previous wording

General corporate expenses and other increased $16.4 million, or 19%, for the six months ended March 31, 2024, when compared to the prior year period. This increase was driven byrestructuring and facility closure costs (including accelerated depreciation) of $17.1 million primarily related to our Post Consumer Brands segment, decreased net gains related to mark-to-market adjustments on equity securities of $10.2 million and higher employee-related expenses of $5.8 million. These negative impacts were partially offset by decreased net losses related to mark-to-market adjustments on economic hedges of $13.2 million and a gain on bargain purchase of$6.2 million related to our Deeside acquisition.

Current wording

General corporate expenses and other increased $6.0 million, or 4%, for the nine months ended June 30, 2024, when compared to the prior year period. This increase was driven by increased restructuring and facility closure costs (including accelerated depreciation) of $19.4 million primarily related to our Post Consumer Brands segment, decreased net gains related to mark-to-market adjustments on equity securities of $11.2 million, lapping a prior year gain related to the write-off of deferred underwriting commissions of $10.7 million and higher employee-related expenses of $6.8 million. These negative impacts were partially offset by increased net gains related to mark-to-market adjustments on economic hedges of $25.0 million (compared to net losses in the prior year period), decreased acquisition-related costs of $13.3 million primarily due to lapping Pet Food acquisition costs in the prior year and a gain on bargain purchase of$5.8 million related to our Deeside acquisition.

Previous wording

We completed the following activities during the six months ended March 31, 2024 (for additional information, see Notes 13 and 16 within “Notes to Condensed Consolidated Financial Statements”) impacting our liquidity and capital resources:

Current wording

We completed the following activities during the nine months ended June 30, 2024 (for additional information, see Notes 13 and 16 within “Notes to Condensed Consolidated Financial Statements”) impacting our liquidity and capital resources:

Previous wording

•$51.1 million principal value of our 4.50% senior notes repurchased at a discount of$6.0 million;

Current wording

•$69.1 million principal value of our 4.50% senior notes repurchased at a discount of$7.9 million;

Previous wording

•0.5 million shares of our common stock repurchased at an average share price of $87.23 per share and at a total cost, including broker’s commissions, of $44.8 million; and

Current wording

•2.5 million shares of our common stock repurchased at an average share price of $100.71 per share and at a total cost, including accrued excise tax and broker’s commissions, of $254.5 million; and

Previous wording

Our senior notes, other than our 6.25% senior notes, are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of our existing and subsequently acquired or organized domestic subsidiaries (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries we designate as unrestricted subsidiaries, which include 8th Avenue and its subsidiaries). Our 6.25% senior notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by each of our existing and subsequently acquired or organized wholly-owned domestic subsidiaries that guarantee the Credit Agreement or certain of our other indebtedness (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries we designate as unrestricted subsidiaries, which include 8th Avenue and its subsidiaries). These guarantees are subject to release in certain circumstances.

Current wording

Our senior notes, other than our 6.25% senior notes, are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of our existing and subsequently acquired or organized wholly-owned domestic subsidiaries (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries we designate as unrestricted subsidiaries, which include 8th Avenue and its subsidiaries). Our 6.25% senior notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by each of our existing and subsequently acquired or organized wholly-owned domestic subsidiaries that guarantee the Credit Agreement or certain of our other indebtedness (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries we designate as unrestricted subsidiaries, which include 8th Avenue and its subsidiaries). These guarantees are subject to release in certain circumstances.

Previous wording

Cash provided by operating activities for the six months ended March 31, 2024 increased $225.7 million compared to the prior year period. This increase was primarily driven by lapping inventory cash outflows in the prior year period within our Post Consumer Brands segment, cash inflows related to fluctuations in timing of purchases and payments of trade payables within our Post Consumer Brands and Refrigerated Retail segments, cash inflows related to fluctuations in timing of sales and collections of trade receivables at our Post Consumer Brands segment and increased net cash receipts on our interest rate swaps of $3.2 million. These positive impacts were partially offset by higher interest payments of $11.0 million and higher tax payments of $5.7 million.

Current wording

Cash provided by operating activities for the nine months ended June 30, 2024 increased $215.8 million compared to the prior year period. This increase was primarily driven by lapping inventory cash outflows in the prior year period within our Post Consumer Brands and Foodservice segments, cash inflows related to fluctuations in timing of purchases and payments of trade payables within our Post Consumer Brands and Refrigerated Retail segments and increased net cash receipts on our interest rate swaps of $17.3 million. These positive impacts were partially offset by higher interest payments of $8.8 million and higher tax payments of $32.4 million.

Previous wording

Cash used in investing activities for the six months ended March 31, 2024 was $432.6 million, primarily driven by net cash payments of $252.7 million related to the Perfection and Deeside acquisitions and capital expenditures of $179.5 million. Capital expenditures in the period primarily related to ongoing projects in our Post Consumer Brands and Foodservice segments.

Current wording

Cash used in investing activities for the nine months ended June 30, 2024 was $538.3 million, primarily driven by net cash payments of $248.1 million related to the Perfection and Deeside acquisitions and capital expenditures of $290.3 million. Capital expenditures in the period primarily related to ongoing projects in our Post Consumer Brands and Foodservice segments.

Previous wording

Cash provided by financing activities for the six months ended March 31, 2024 was $237.1 million. We received proceeds of$1,000.0 million from the issuance of our 6.25% senior notes and$645.0 million from borrowings under our Revolving Credit Facility. We redeemed $459.3 million principal value of our 5.75% senior notes, repaid $51.1 million principal value of our 4.50% senior notes (net of $6.0 million in discounts), repaid $400.0 million principal value of our Fourth Incremental Term Loan, repaid $345.0 million under our Revolving Credit Facility and repaid$1.1 million principal value of our municipal bonds, resulting in net repayments of debt of $1,250.5 million. We paid$50.0 million for a structured share repurchase contract and$44.8 million, including broker’s commissions, for the repurchase of shares of our common stock. In addition, we paid $19.9 million of debt issuance costs and deferred financing fees in connection with the issuance of our 6.25% senior notes and entry into the Third Amendment and $4.4 million of debt premiums related to the redemption of our 5.75% senior notes.

Current wording

Cash provided by financing activities for the nine months ended June 30, 2024 was $66.7 million. We received proceeds of$1,000.0 million from the issuance of our 6.25% senior notes and$645.0 million from borrowings under our Revolving Credit Facility. In addition, we received net proceeds of $0.9 million related to our structured share repurchase contract. We redeemed$459.3 million principal value of our 5.75% senior notes, repaid$69.1 million principal value of our 4.50% senior notes (net of $7.9 million of discounts), repaid $400.0 million principal value of our Fourth Incremental Term Loan, repaid $345.0 million under our Revolving Credit Facility and repaid$1.1 million principal value of our municipal bond, which resulted in total net repayments of debt of $1,266.6 million. We paid $248.7 million, including broker’s commissions, for the repurchase of shares of our common stock. In addition, we paid $19.9 million of debt issuance costs and deferred financing fees in connection with the issuance of our 6.25% senior notes and entry into the Third Amendment and $4.4 million of debt premiums related to the redemption of our 5.75% senior notes.

Previous wording

Cash used in financing activities for the six months ended March 31, 2023 was $161.7 million. We received proceeds of $130.0 million from our Third Incremental Term Loan, which was partially repaid through a debt-for-equity exchange of the remaining shares of BellRing Brands, Inc. (“BellRing”) common stock we held from our previous transactions related to the distribution of a portion of our interest in BellRing, and the remaining principal balance of $30.1 million was repaid using cash on hand. In addition, we repaid $120.5 million principal value of our 4.50% senior notes, net of a $16.9 million discount, and $1.1 million principal value of our municipal bond, which resulted in total net repayments of debt of $134.8 million. We paid $83.7 million, including broker’s commissions, for the repurchase of shares of our common stock and $43.5 million related to the termination of certain of our rate-lock interest rate swap contracts, which contained non-cash, off-market financing elements.

Current wording

Cash used in financing activities for the nine months ended June 30, 2023 was $279.7 million. We received proceeds of $400.0 million and $130.0 million from our Fourth Incremental Term Loan and our Third Incremental Term Loan, respectively. The Third Incremental Term Loan was partially repaid through a debt-for-equity exchange of the remaining shares of BellRing Brands, Inc. (“BellRing”) common stock we held from our previous transactions related to the distribution of a portion of our interest in BellRing, and the remaining principal balance of $30.1 million was repaid using cash on hand. In addition, we repaid $170.5 million principal value of our 4.50% and 4.625% senior notes (net of $23.3 million of discounts) and $1.1 million principal value of our municipal bond, which resulted in total net repayments of debt of $178.4 million. We distributed $312.5 million to PHPC public stockholders in connection with the PHPC Redemption. We paid $242.4 million, including broker’s commissions, for the repurchase of shares of our common stock and $43.5 million related to the termination of certain of our rate-lock interest rate swap contracts, which contained non-cash, off-market financing elements.

Previous wording

•our and our private brand customers’ ability to compete in their product categories, including the success of pricing, advertising and promotional programs and the ability to anticipate and respond to changes in consumer and customer preferences and behaviors;

Current wording

•our and our customers’ ability to compete in our respective product categories, including the success of pricing, advertising and promotional programs and the ability to anticipate and respond to changes in consumer and customer preferences and behaviors;