Post Holdings, Inc.

Previous wording

•outbreaks of highly pathogenic avian influenza (“HPAI”), which impacted our Foodservice and Refrigerated Retail segments. During both fiscal 2024 and the first quarter of fiscal 2025, we experienced volatility in our egg supply due to outbreaks of HPAI; however, the impact to our results of operations during the first quarters of both fiscal 2025 and 2024 were not material. Egg supply availability due to continued HPAI outbreaks across the industry is expected to drive volatility and impact our results of operations throughout the remainder of fiscal 2025. This impact 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 highly pathogenic avian influenza (“HPAI”), which impacted our Foodservice and Refrigerated Retail segments. During both fiscal 2024 and the first half of fiscal 2025, we experienced volatility in our egg supply due to outbreaks of HPAI; however, the impact to our results of operations during the first half of both fiscal 2025 and 2024 were not material. Egg supply availability due to continued HPAI outbreaks across the industry is expected to drive volatility and impact our results of operations throughout the remainder of fiscal 2025. This trend could have a materially adverse impact on our results of operations if we are unable to mitigate the impact on our businesses;

Previous wording

•inflationary pressures on input costs across all segments of our business. During both fiscal 2024 and the first quarter of fiscal 2025, inflationary pressures on certain input costs eased, while other input costs continued to face inflationary pressures, and we expect this trend to continue during the remainder of fiscal 2025 (for additional information, refer to the “Segment Results” section below); and

Current wording

•inflationary pressures on input costs across all segments of our business. During both fiscal 2024 and the first half of fiscal 2025, inflationary pressures on certain input costs eased, while other input costs continued to face inflationary pressures, and we expect this trend to continue during the remainder of fiscal 2025 (for additional information, refer to the “Segment Results” section below). In addition, we anticipate that announced tariffs, and any potential future modifications or incremental tariffs, could increase supply chain challenges, commodity cost volatility and consumer and economic uncertainty due to rapid changes in global trade policies. This could impact the cost of, and consumer demand for, our products, including as a result of any potential pricing actions taken to offset increased costs. These trends could have a materially adverse impact on our results of operations if we are unable to mitigate the impact on our businesses; and

Previous wording

Net sales increased $8.8 million, or less than 1%, during the three months ended December 31, 2024, when compared to the prior year period, as a result of higher net sales within our Foodservice segment, partially offset by lower net sales within our Post Consumer Brands, Refrigerated Retail and Weetabix segments.

Current wording

Net sales decreased $46.9 million, or 2%, during the three months ended March 31, 2025, when compared to the prior year period, as a result of lower net sales within our Post Consumer Brands, Refrigerated Retail and Weetabix segments, partially offset by higher net sales within our Foodservice segment.

Previous wording

Operating profit increased $4.8 million, or 2%, during the three months ended December 31, 2024, when compared to the prior year period, primarily driven by lower general corporate expenses and higher segment profit within our Foodservice segment, partially offset by lower segment profit within our Refrigerated Retail, Weetabix and Post Consumer Brands segments.

Current wording

Operating profit decreased $7.9 million, or 4%, during the three months ended March 31, 2025, when compared to the prior year period, primarily driven by lower segment profit within our Refrigerated Retail, Foodservice and Post Consumer Brands segments and higher general corporate expenses, partially offset by higher segment profit within our Weetabix segment.

Previous wording

Interest expense, net increased $6.0 million, or 8%, during the three months ended December 31, 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, partially offset by higher interest income compared to the prior year period. Our weighted-average interest rate on our total outstanding debt was 5.3% and 5.1% for the three months ended December 31, 2024 and 2023, respectively.

Current wording

Interest expense, net increased $7.0 million, or 9%, during the three months ended March 31, 2025, 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, partially offset by higher interest income compared to the prior year period. Our weighted-average interest rate on our total outstanding debt was 5.3% and 5.1% for the three months ended March 31, 2025 and 2024, respectively.

Previous wording

During the three months ended December 31, 2024, we recognized a net loss of $5.8 million related to the redemption of our outstanding 5.625% senior notes. The net loss included debt premiums paid of $4.4 million and the write-off of debt issuance costs of $1.4 million.

Current wording

During the six months ended March 31, 2025, we recognized a net loss of $5.8 million related to the redemption of our outstanding 5.625% senior notes. The net loss included debt premiums paid of $4.4 million and the write-off of debt issuance costs of $1.4 million.

Previous wording

During the three months ended December 31, 2023, we recognized a net gain of $3.1 million related to the partial repurchase of our 4.50% senior notes. The net gain included debt discounts received of $3.3 million, partially offset by the write-off of debt issuance costs of $0.2 million.

Current wording

During the six months ended March 31, 2024, we recognized a net gain of $2.8 million related to the repayment of our Fourth Incremental Term Loan, 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 $1.6 million, partially offset by the write-off of debt issuance costs of $3.4 million.

Previous wording

During the three months ended December 31, 2024 and 2023, we recognized (income) expense on swaps, net of $(15.4) million and $21.1 million, respectively, related to mark-to-market adjustments on our interest rate swaps.

Current wording

During the three and six months ended March 31, 2025, we recognized expense (income) on swaps, net of $5.5 million and $(9.9) million, respectively, related to mark-to-market adjustments and settlements on our interest rate swaps.

Previous wording

The effective income tax rate was 22.1% and 24.4% for thethree months ended December 31, 2024 and 2023, respectively.

Current wording

The effective income tax rate was 24.3% and 22.9% for thethree and six months ended March 31, 2025, respectively, and 22.7% and 23.5% for thethree and six ended March 31, 2024, respectively.

Previous wording

Net sales for the Post Consumer Brands segment decreased $24.7 million, or 2%, for the three months ended December 31, 2024, when compared to the prior year period. Pet food product sales were down $17.7 million, or 4%, driven by 4% lower volumes primarily due to the rationalization of and pricing actions in low-margin products, higher customer inventory levels and decreased consumption, partially offset by the inclusion of two incremental months of Perfection. Cereal product sales were down $7.9 million, or 1%, driven by 2% lower volumes primarily related to category declines. Other product sales were up $0.9 million.

Current wording

Net sales for the Post Consumer Brands segment decreased $102.3 million, or 5%, for thesix months ended March 31, 2025, when compared to the prior year period. Cereal product sales were down $51.0 million, or 5%, driven by 4% lower volumes primarily related to category declines. Pet food product sales were down $45.3 million, or 5%, driven by 5% lower volumes primarily due to reductions in private label and co-manufactured products and distribution losses, partially offset by the inclusion of two incremental months of Perfection. Other product sales were down $6.0 million.

Previous wording

Segment profit for the three months ended December 31, 2024 decreased $5.1 million, or 24%, when compared to the prior year period. This decrease was primarily driven by higher raw material costs of $2.1 million and lower net sales, as previously discussed, partially offset by lower advertising and consumer spending.

Current wording

Segment profit for the three months ended March 31, 2025 decreased $0.1 million, or less than 1%, when compared to the prior year period. This decrease was primarily driven by lower net sales, as previously discussed, partially offset by lower raw material costs of $11.8 million and lower advertising and consumer spending of $11.5 million.

Previous wording

Segment profit for the three months ended December 31, 2024 decreased $1.7 million, or 1%, when compared to the prior year period. This decrease was primarily driven by lower net sales, as previously discussed, and increased integration costs of $9.0 million. These negative impacts were partially offset by lower raw material costs of $15.5 million and lower manufacturing costs of $7.8 million.

Current wording

Segment profit for thesix months ended March 31, 2025 decreased $1.8 million, or 1%, when compared to the prior year period. This decrease was primarily driven by lower net sales, as previously discussed, and increased integration costs of $6.2 million. These negative impacts were partially offset by lower raw material costs of $27.3 million, lower advertising and consumer spending of $11.9 million and lower manufacturing costs of $7.4 million.

Previous wording

Net sales for the Weetabix segment decreased $1.5 million, or 1%, for the three months ended December 31, 2024, when compared to the prior year period, driven by 7% lower volumes. Volumes decreased primarily due to lower promotional activity, the strategic exit of certain low-performing products and cereal category declines, partially offset by the inclusion of two incremental months of Deeside. These negative impacts were partially offset by a favorable foreign currency exchange impact of $3.9 million and higher average net selling prices primarily due to the annualization of prior year price increases.

Current wording

Net sales for the Weetabix segment decreased $7.8 million, or 3%, for thesix months ended March 31, 2025, when compared to the prior year period, driven by 7% lower volumes. Volumes decreased primarily due to the strategic exit of certain low-performing products, lower promotional activity and cereal category declines, partially offset by the inclusion of two incremental months of Deeside. These negative impacts were partially offset by higher average net selling prices primarily due to the annualization of prior year price increases and a favorable foreign currency exchange impact of $3.1 million.

Previous wording

Net sales for the Foodservice segment increased $49.5 million, or 9%, for the three months ended December 31, 2024, when compared to the prior year period. Egg product sales were up $37.9 million, or 8%, primarily driven by incremental HPAI pricing (partially offset by the pass-through of lower grain costs) and 2% higher volumes. Sales of side dishes were up $3.2 million, or 4%, primarily driven by price increases taken to mitigate inflation and 1% higher volumes. Sales of other products were up $8.4 million, primarily driven by ready-to-drink shake sales.

Current wording

Net sales for the Foodservice segment increased $102.6 million, or 9%, for the six months ended March 31, 2025, when compared to the prior year period. Egg product sales were up $70.5 million, or 7%, primarily driven by incremental HPAI pricing (partially offset by the pass-through of lower grain costs) and 1% higher volumes. Sales of side dishes were up $2.0 million, or 1%, primarily driven by price increases taken to mitigate inflation, partially offset by 1% lower volumes. Sales of all other products were up $30.1 million, primarily driven by ready-to-drink shake sales.

Previous wording

Segment profit for the three months ended December 31, 2024 increased $10.4 million, or 14%, when compared to the prior year period, driven by higher net sales, as previously discussed, and lower freight costs of $1.7 million. These positive impacts were partially offset by higher raw material costs of $24.9 million and higher manufacturing costs of $4.2 million.

Current wording

Segment profit for the six months ended March 31, 2025 increased $7.4 million, or 5%, when compared to the prior year period, driven by higher net sales, as previously discussed, and lower freight costs of $4.5 million. These positive impacts were partially offset by higher raw material costs of $81.4 million.

Previous wording

Net sales for the Refrigerated Retail segment decreased $14.3 million, or 5%, for the three months ended December 31, 2024, when compared to the prior year period, primarily driven by lower side dish and cheese volumes. Sales of side dishes decreased $7.6 million, or 5%, driven by 4% lower volumes primarily due to price elasticities. Cheese and other dairy product sales decreased $5.9 million, or 12%, on 12% lower volumes due to distribution losses. Egg product sales were down $1.6 million, or 4%, driven by 5% lower volumes due to distribution losses. Sausage sales increased $1.6 million, or 3%, driven by 4% higher volumes primarily due to increased promotion efficiency. Sales of all other products were down $0.8 million.

Current wording

Net sales for the Refrigerated Retail segment decreased $30.1 million, or 6%, for the six months ended March 31, 2025, when compared to the prior year period, primarily driven by lower side dish and cheese volumes. Sales of side dishes decreased $21.1 million, or 8%, driven by 6% lower volumes primarily due to price elasticities. Cheese and other dairy product sales decreased $10.3 million, or 11%, driven by 14% lower volumes primarily due to distribution losses. Egg product sales were down $0.8 million, or 1%, driven by 4% lower volumes. Sausage sales increased $1.4 million, or 2%, on 1% lower volumes. Sales of all other products were up $0.7 million.

Previous wording

Segment profit for the three months ended December 31, 2024 decreased $11.4 million, or 32%, when compared to the prior year period, driven by higher raw material costs of $6.1 million, higher manufacturing costs of $5.3 million and lower net sales, as previously discussed. These negative impacts were partially offset by lower freight costs of $1.4 million.

Current wording

Segment profit for the six months ended March 31, 2025 decreased $17.6 million, or 30%, when compared to the prior year period, driven by higher raw material costs of $14.3 million, higher manufacturing costs of $3.1 million and lower net sales, as previously discussed. These negative impacts were partially offset by lower freight costs of $2.1 million.

Previous wording

General corporate expenses and other decreased $14.9 million, or 29%, for the three months ended December 31, 2024, when compared to the prior year period. This decrease was driven byincreased net gains related to mark-to-market adjustments on economic hedges of $13.1 million (compared to net losses in the prior year period), decreased restructuring and facility closure costs (including accelerated depreciation) of $6.2 million primarily related to our Post Consumer Brands segment and increased net gains related to mark-to-market adjustments on equity security investments of $2.3 million. These positive impacts were partially offset by lapping a prior year gain on bargain purchase of $6.2 million related to our Deeside acquisition.

Current wording

General corporate expenses and other decreased $6.1 million, or 6%, for the six months ended March 31, 2025, when compared to the prior year period. This decrease was primarily driven byincreased net gains related to mark-to-market adjustments on economic hedges of $12.7 million (compared to net losses in the prior year period), partially offset by increased net losses related to mark-to-market adjustments on equity security investments of $7.8 million (compared to net gains in the prior year period).

Previous wording

We completed the following activities during the three months ended December 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 six months ended March 31, 2025 (for additional information, see Notes 13 and 16 within “Notes to Condensed Consolidated Financial Statements”) impacting our liquidity and capital resources:

Previous wording

•1.6 million shares of our common stock repurchased at an average share price of$114.39 per share and at a total cost, including accrued excise tax and broker’s commissions, of$182.1 million.

Current wording

•3.3 million shares of our common stock repurchased at an average share price of$112.19 per share and at a total cost, including accrued excise tax and broker’s commissions, of$375.5 million.

Previous wording

Historically, we have generated and expect to continue to generate positive cash flows from operations. We believe our cash on hand, cash flows from operations and current and possible future credit facilities will be sufficient to satisfy our working capital requirements, purchase commitments, interest payments, research and development activities, capital expenditures, pension contributions and benefit payments and other financing requirements for the foreseeable future. We are currently not aware of any existing trends or demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, our liquidity increasing or decreasing in any material way that will impact meeting our capital needs during or beyond the next twelve months. Our ability to generate positive cash flows from operations is dependent on general economic conditions, competitive pressures and other business risk factors. We believe that we have sufficient liquidity and cash on hand to satisfy our cash needs. If we are unable to generate sufficient cash flows from operations, or are otherwise unable to comply with the terms of our credit facilities, we may be required to seek additional financing alternatives, which may require waivers under our second amended and restated credit agreement (as amended, restated or amended and restated, the “Credit Agreement”) and our indentures governing our senior notes, in order to generate additional cash. There can be no assurance that we would be able to obtain additional financing or any such waivers on terms acceptable to us or at all. For additional information on our debt, refer to Note 13 within “Notes to Condensed Consolidated Financial Statements.”

Current wording

Historically, we have generated and expect to continue to generate positive cash flows from operations. We believe our cash on hand, cash flows from operations and current and possible future credit facilities will be sufficient to satisfy our working capital requirements, purchase commitments, interest payments, research and development activities, capital expenditures, pension contributions and benefit payments and other financing requirements for the foreseeable future. We are currently not aware of any existing trends or demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, our liquidity increasing or decreasing in any material way that will impact meeting our capital needs during or beyond the next twelve months. Our ability to generate positive cash flows from operations is dependent on general economic conditions, competitive pressures and other business risk factors. We believe that we have sufficient liquidity and cash on hand to satisfy our cash needs. If we are unable to generate sufficient cash flows from operations, or are otherwise unable to comply with the terms of our credit facilities, we may be required to seek additional financing alternatives, which may require waivers under our Credit Agreement and our indentures governing our senior notes, in order to generate additional cash. There can be no assurance that we would be able to obtain additional financing or any such waivers on terms acceptable to us or at all. For additional information on our debt, refer to Note 13 within “Notes to Condensed Consolidated Financial Statements.”

Previous wording

Cash provided by operating activities for the three months ended December 31, 2024 increased $136.0 million compared to the prior year period. This increase was primarily driven by cash inflows related to fluctuations in timing of payments of trade payables within our Post Consumer Brands and Foodservice segments and larger inventory cash inflows in the current year period within our Post Consumer Brands segment. These positive impacts were partially offset by higher tax payments of $2.1 million and decreased net cash receipts on our interest rate swaps and foreign currency forward contracts of $1.7 million.

Current wording

Cash provided by operating activities for the six months ended March 31, 2025 increased $47.1 million compared to the prior year period. This increase was primarily driven by cash inflows related to fluctuations in timing of payments of trade payables within our Post Consumer Brands segment, larger inventory cash inflows in the current year period within our Foodservice segment and lower tax payments of $31.5 million. These positive impacts were partially offset by higher interest payments of $23.1 million and decreased net cash receipts on our interest rate swaps and foreign currency forward contracts of $8.2 million.

Previous wording

Cash used in investing activities for the three months ended December 31, 2024 was $128.3 million, primarily driven by capital expenditures of $139.0 million and partially offset by proceeds from the sale of property of $11.0 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 six months ended March 31, 2025 was $342.2 million, primarily driven by net cash payments of $124.3 million related to the PPI acquisition and capital expenditures of $229.5 million, partially offset by proceeds from the sale of property of $12.1 million. Capital expenditures in the period primarily related to ongoing projects in our Post Consumer Brands and Foodservice segments.

Previous wording

Cash used in investing activities for the three months ended December 31, 2023 was $333.8 million, primarily driven by net cash payments of $252.7 million related to the Perfection and Deeside acquisitions and capital expenditures of $80.8 million. Capital expenditures in the period primarily related to ongoing projects in our Foodservice and Post Consumer Brands segments.

Current 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.

Previous wording

Cash used in financing activities for the three months ended December 31, 2024 was $94.2 million. We received proceeds of$600.0 million from the issuance of our 6.250% senior notes andredeemed $464.9 million principal value of our 5.625% senior notes. In addition, we paid $175.1 million, including broker’s commissions, for the repurchase of shares of our common stock, paid $5.2 million of debt issuance costs in connection with the issuance of our 6.250% senior notes and paid $4.4 million of debt premiums related to the redemption of our 5.625% senior notes.

Current wording

Cash used in financing activities for the six months ended March 31, 2025 was $292.7 million. We received proceeds of$600.0 million from the issuance of our 6.250% senior notes, redeemed$464.9 million principal value of our 5.625% senior notes and repaid $1.2 million principal value of our municipal bond. In addition, we paid $375.1 million, including broker’s commissions and excise tax payments, for the repurchase of shares of our common stock, paid $5.2 million of debt issuance costs in connection with the issuance of our 6.250% senior notes and paid $4.4 million of debt premiums related to the redemption of our 5.625% senior notes.

Previous wording

Cash used in financing activities for the three months ended December 31, 2023 was $206.3 million. We received proceeds of$345.0 million from borrowings under the revolving credit facility provided for in the Credit Agreement (the “Revolving Credit Facility”). In addition, we repaid$25.9 million principal value of our 4.50% senior notes, net of$3.3 million of discounts, and repaid$45.0 million under our Revolving Credit Facility, which resulted in total net repayments of debt of $67.6 million. We paid$36.7 million, including broker’s commissions, for the repurchase of shares of our common stock.

Current wording

Cash used in 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 secured notes and$645.0 million from borrowings under the revolving credit facility provided for in the Credit Agreement (the “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 bond, 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 secured notes and entry into the third amendment to our Credit Agreement and$4.4 million of debt premiums related to the redemption of our 5.75% senior notes.

Previous wording

•disruptions or inefficiencies in our supply chain, inflation, tariffs, labor shortages, public health crises, climatic events, HPAI and other agricultural diseases and pests, fires and other events beyond our control;

Current wording

•disruptions or inefficiencies in our supply chain, tariffs, inflation, labor shortages, public health crises, climatic events, HPAI and other agricultural diseases and pests, fires and other events beyond our control;