What the changes say
- New risks focus on geopolitical supply disruptions, concentrated major-customer sales, asset impairment evaluations and increasingly severe weather.
- The filing now specifically identifies Ukraine and Middle East conflicts as potential sources of energy and supply-chain disruption.
- It adds major retail and foodservice customers’ purchasing decisions and bankruptcy as material sales risks.
- The risk discussion drops separate macroeconomic, freight, interest-rate, acquisition-integration and ERP-modernization risks.
What changed since the prior 10-K
New
- NewBusiness and Operating Risks
These and other impacts of such conditions and events could also heighten many of the other risks disclosed herein. The results of these and other impacts from such conditions and events are from time to time material to our businesses, financial condition, results of operations and cash flows
Future Ukraine or Middle East conflicts could raise energy costs, disrupt supplies, trigger supplier force majeure, or hurt customers despite limited direct exposure.
- NewIndustry Risks
The loss of, a significant reduction of purchases by or the bankruptcy of any of our major customers, or changes in the competitive or operating landscape facing our customers, may adversely affect our businesses, financial condition, results of operations and cash flows
A limited group of major retail and foodservice customers may reduce purchases, go bankrupt, or change products without contractual purchase obligations.
- NewFinancial Risks
Any failure to successfully implement our operating strategy or the occurrence of any of the risks or uncertainties set forth in this report could result in actual operating results being different than the guidance, and such differences may be adverse and material
Goodwill, intangible and long-lived asset impairments or changes to estimated useful lives could require significant charges and reduce financial results.
- NewLegal, Regulatory and Sustainability Risks
Acute or chronic weather events may negatively affect our businesses, financial condition, results of operations and cash flows
More severe weather, fires or water stress could reduce agricultural inputs, disrupt facilities and supply chains, alter demand, raise insurance costs or require capital spending.
Dropped
- DroppedBusiness and Operating Risks
Deterioration of general macroeconomic conditions could harm our businesses, financial condition, results of operations and cash flows
- DroppedBusiness and Operating Risks
2025. Similarly, from time to time, we experience diminished supply or shortages of certain of our inputs, which has resulted, and may in the future result, in us paying increased amounts for such inputs or has impacted, and may in the future impact, our ability to produce our products
- DroppedBusiness and Operating Risks
Measures taken to offset the impact of adverse macroeconomic conditions to maintain our profitability, including increasing prices or decreasing product sizes, may be ineffective, inadequate or unavailable or may otherwise adversely affect our businesses, financial condition, results of operations and cash flows
Broad macroeconomic deterioration, including inflation, weak spending, animal-health crises, labor shortages and recessions.
- DroppedBusiness and Operating Risks
Unforeseen complexity in planned systems modernizations and upgrades, including the design or implementation of certain new enterprise resource planning systems, could adversely impact our businesses and operations
- DroppedBusiness and Operating Risks
Our financial results may be adversely affected by increases in freight costs or limited freight carrier availability
Input shortages and price increases, including risks from unsuccessful or poorly timed commodity hedges.
- DroppedIndustry Risks
Our private label products may not be able to compete successfully
Pricing increases or smaller product sizes used to offset ingredient, packaging, energy, freight and labor costs.
- DroppedStrategic Risks
We may encounter difficulties as we continue to integrate the Pet Food operations and the assets from the Perfection acquisition, which may adversely impact us and our ability to realize the anticipated benefits of the acquisitions
- DroppedStrategic Risks
Accordingly, the contemplated benefits of the Pet Food acquisition or the Perfection acquisition may not be realized fully or may take longer to realize than expected
- DroppedStrategic Risks
Any of these factors could adversely affect our and the acquired businesses’ ability to maintain relationships with customers, suppliers, employees and other constituencies
- DroppedFinancial Risks
Certain of our subsidiaries are not subject to the restrictive covenants in our debt, and their financial resources and assets may not be available to us to pay our obligations on our indebtedness
Complexity and failures in systems modernization, including new enterprise resource planning implementations.
- DroppedFinancial Risks
Impairment in the carrying value of intangible assets or long-lived assets could negatively impact our financial condition and results of operations. If our goodwill, other intangible assets or long-lived assets become impaired, we will be required to record impairment charges, which may be significant
- DroppedFinancial Risks
Increases in interest rates may negatively affect earnings
Higher freight costs and limited truck, rail or ship carrier availability.
- DroppedLegal, Regulatory and Sustainability Risks
Termination of our material intellectual property licenses could have a material adverse effect on our businesses
- DroppedGeneral Risk Factors
A shareholder’s percentage ownership in Post may be diluted in the future
- DroppedGeneral Risk Factors
Actions of shareholders could cause us to incur substantial costs, divert management’s attention and resources and have an adverse effect on our businesses
Reworded
- 92% rewrittenIndustry Risks
Our Post Consumer Brands and Weetabix segments operate in the mature RTE cereal category, and the continued weakening of this category could materially adversely affect our businesses, financial condition, results of operations and cash flows
The risk now expects continued RTE cereal weakness, adds the E.U. to the sales geography and specifically cites weakening major products.
Was: Our Post Consumer Brands and Weetabix segments operate in the mature RTE cereal category, and the weakening of this category could materially adversely affect our businesses, financial condition, results of operations and cash flows
- 88% rewrittenBusiness and Operating Risks
Increased costs for our inputs, including ingredients, packaging, energy or other supplies, or freight, or limited availability of such inputs or freight, could negatively impact our businesses, financial condition, results of operations and cash flows
The description replaces detailed ingredient and packaging lists with broader input categories and explicitly adds freight, tariffs and other market pressures.
Was: Increased costs for our inputs, including ingredients, packaging, energy or other supplies, or limited availability of such inputs, could negatively impact our businesses, financial condition, results of operations and cash flows
- 88% rewrittenBusiness and Operating Risks
Unsuccessful implementation of business strategies to improve operating efficiency or reduce costs, or unintended consequences of the implementation of such strategies, may adversely affect our businesses, strategic plans, financial condition, results of operations and cash flows
The strategy risk now includes network optimization, reduced consumer demand and category declines, while highlighting failure to achieve synergies or expected savings.
Was: Unsuccessful implementation of business strategies to reduce costs, or unintended consequences of the implementation of such strategies, may adversely affect our businesses, financial condition, results of operations and cash flows
- 88% rewrittenFinancial Risks
Despite our current level of indebtedness, we may be able to incur substantially more debt, which could further exacerbate the risks related to our debt and leverage
The debt risk retains additional-borrowing concerns but no longer mentions future financing covenants or financial maintenance tests.
- 83% rewrittenIndustry Risks
We operate in categories with strong competition
Competition factors now include certifications and explicitly distinguish branded products’ advertising and recognition advantage over private-label products.
- 80% rewrittenBusiness and Operating Risks
Disruption of our supply chain could have an adverse impact on our businesses, financial condition, results of operations and cash flows
Supply-chain disruption now expressly covers tariffs, trade restrictions, added capacity delays, compliance and regulatory issues.
Was: Disruption of our supply chain could have an adverse effect on our businesses, financial condition, results of operations and cash flows
- 75% rewrittenStrategic Risks
We may experience difficulties in integrating acquired businesses or encounter other challenges as a result of these transactions, or acquisitions may not perform as expected. In addition, any equity investments we hold or make in the future may subject us to additional risks
The acquisition risk now names 8th Avenue and the Pet Acquisitions and stresses integrating them while continuing pre-acquisition operations.
Was: We may experience difficulties in integrating acquired businesses, or acquisitions may not perform as expected. In addition, any equity investments we hold or make in the future may subject us to additional risks
- 72% rewrittenLegal, Regulatory and Sustainability Risks
Legal, regulatory or market measures to address environmental, sustainability or corporate responsibility matters may negatively affect our businesses, financial condition, results of operations and cash flows
The focus shifts from climate-related agricultural supply impacts to legal and regulatory sustainability requirements, fees, taxes and costly disclosures or assurance.
Was: Climate change, or legal, regulatory or market measures to address climate change or other environmental and sustainability matters, may negatively affect our businesses, reputation and operations
- 71% rewrittenFinancial Risks
To service our indebtedness and other cash needs, we will require a significant amount of cash. Our ability to generate cash depends upon many factors beyond our control
- 71% rewrittenBusiness and Operating Risks
Our international operations subject us to additional risks
- 65% rewrittenLegal, Regulatory and Sustainability Risks
Violations of laws or regulations, as well as new laws or regulations or changes to existing laws or regulations or to interpretations thereof, could adversely affect our businesses
- 65% rewrittenBusiness and Operating Risks
Labor strikes or work stoppages by our employees or employees of third parties in our supply chain could harm our businesses
Was: Labor strikes or work stoppages by our employees could harm our businesses
- 63% rewrittenBusiness and Operating Risks
We may not be able to operate successfully if we are unable to recruit, hire, retain and develop a qualified workforce or if we lose the services of key employees
Was: We may not be able to operate successfully if we lose the services of key employees or are unable to recruit, hire, retain and develop a qualified workforce
- 57% rewrittenLegal, Regulatory and Sustainability Risks
If our products become adulterated or contaminated, or if they are misbranded or mislabeled, we might need to recall or withdraw those items and may experience product liability claims if consumers or their pets are injured
- 51% rewrittenIndustry Risks
We must identify changing consumer and customer preferences and behaviors and develop and offer products to meet these preferences and behaviors
- 47% rewrittenGeneral Risk Factors
Changes in tax laws may adversely affect us, and the IRS, another taxing authority or a court may disagree with our tax positions, which may result in adverse impacts on our businesses, financial condition, results of operations and cash flows
Was: Changes in tax laws may adversely affect us, and the IRS, another taxing authority or a court may disagree with our tax positions, which may result in adverse effects on our businesses, financial condition, results of operations and cash flows
- 47% rewrittenLegal, Regulatory and Sustainability Risks
Pending and future litigation may impair our reputation or cause us to incur significant costs
- 46% rewrittenLegal, Regulatory and Sustainability Risks
Failure to comply with personal data protection and privacy laws can adversely affect our businesses, financial condition, results of operations and cash flows
- 42% rewrittenFinancial Risks
Increases in labor-related costs, including the costs of medical and other employee health and welfare benefits, may reduce our profitability
- 41% rewrittenBusiness and Operating Risks
Agricultural diseases or pests could harm our businesses, financial condition, results of operations and cash flows
- 39% rewrittenBusiness and Operating Risks
Damage to our reputation could adversely impact our businesses, financial condition, results of operations and cash flows
- 37% rewrittenFinancial Risks
We have substantial debt and high leverage, which could have a negative impact on our financing options and liquidity position and could adversely affect our businesses
- 35% rewrittenBusiness and Operating Risks
Technology failures or cybersecurity incidents could disrupt our operations and negatively impact our businesses
- 33% rewrittenLegal, Regulatory and Sustainability Risks
Our owned and licensed intellectual property is valuable, and any inability to protect such property or loss thereof could reduce the value of our products and brands
Was: Our intellectual property rights are valuable and any inability to protect them could reduce the value of our products and brands
- 33% rewrittenFinancial Risks
Volatility in the market value of derivative instruments we use to manage exposures to fluctuations in commodity prices, foreign currency exchange rates and interest rates may cause volatility in our net earnings
Was: Volatility in the market value of derivative instruments we use to manage exposures to fluctuations in commodity prices and interest rates may cause volatility in our net earnings
- 23% rewrittenFinancial Risks
U.S. and global capital and credit market issues could negatively affect our liquidity, increase our costs of borrowing and disrupt the operations of customers, third parties in our supply chain or financial institutions
Was: U.S. and global capital and credit market issues could negatively affect our liquidity, increase our costs of borrowing and disrupt the operations of our third-party suppliers, manufacturers, customers or distributors or financial institutions
All 42 risk factors
Headings as the filing states them, in filing order.
Business and Operating Risks
- 01Increased costs for our inputs, including ingredients, packaging, energy or other supplies, or freight, or limited availability of such inputs or freight, could negatively impact our businesses, financial condition, results of operations and cash flows88% rewritten
- 02Agricultural diseases or pests could harm our businesses, financial condition, results of operations and cash flows41% rewritten
- 03Disruption of our supply chain could have an adverse impact on our businesses, financial condition, results of operations and cash flows80% rewritten
- 04These and other impacts of such conditions and events could also heighten many of the other risks disclosed herein. The results of these and other impacts from such conditions and events are from time to time material to our businesses, financial condition, results of operations and cash flowsNew
- 05We may not be able to operate successfully if we are unable to recruit, hire, retain and develop a qualified workforce or if we lose the services of key employees63% rewritten
- 06Unsuccessful implementation of business strategies to improve operating efficiency or reduce costs, or unintended consequences of the implementation of such strategies, may adversely affect our businesses, strategic plans, financial condition, results of operations and cash flows88% rewritten
- 07Our sales and profit growth are dependent upon our ability to expand existing market penetration, enter into new markets and enhance our product portfolio with innovative and profitable products
- 08Damage to our reputation could adversely impact our businesses, financial condition, results of operations and cash flows39% rewritten
- 09Technology failures or cybersecurity incidents could disrupt our operations and negatively impact our businesses35% rewritten
- 10Labor strikes or work stoppages by our employees or employees of third parties in our supply chain could harm our businesses65% rewritten
- 11Our international operations subject us to additional risks71% rewritten
- 12Public health crises may adversely impact our financial and operational performance
Industry Risks
- 13Our Post Consumer Brands and Weetabix segments operate in the mature RTE cereal category, and the continued weakening of this category could materially adversely affect our businesses, financial condition, results of operations and cash flows92% rewritten
- 14We operate in categories with strong competition83% rewritten
- 15We must identify changing consumer and customer preferences and behaviors and develop and offer products to meet these preferences and behaviors51% rewritten
- 16The loss of, a significant reduction of purchases by or the bankruptcy of any of our major customers, or changes in the competitive or operating landscape facing our customers, may adversely affect our businesses, financial condition, results of operations and cash flowsNew
Strategic Risks
- 17We may experience difficulties in integrating acquired businesses or encounter other challenges as a result of these transactions, or acquisitions may not perform as expected. In addition, any equity investments we hold or make in the future may subject us to additional risks75% rewritten
- 18If the transactions we undertook relating to divestitures of our interest in BellRing do not qualify for their intended tax treatment, we may incur significant tax liabilities
- 19Our Company has, or may in the future have, overlapping directors and management with BellRing and other companies in industries related to ours, which may lead to conflicting interests or the appearance of conflicting interests
Financial Risks
- 20We have substantial debt and high leverage, which could have a negative impact on our financing options and liquidity position and could adversely affect our businesses37% rewritten
- 21Despite our current level of indebtedness, we may be able to incur substantially more debt, which could further exacerbate the risks related to our debt and leverage88% rewritten
- 22To service our indebtedness and other cash needs, we will require a significant amount of cash. Our ability to generate cash depends upon many factors beyond our control71% rewritten
- 23U.S. and global capital and credit market issues could negatively affect our liquidity, increase our costs of borrowing and disrupt the operations of customers, third parties in our supply chain or financial institutions23% rewritten
- 24Actual operating results may differ significantly from our guidance and forward-looking statements
- 25Any failure to successfully implement our operating strategy or the occurrence of any of the risks or uncertainties set forth in this report could result in actual operating results being different than the guidance, and such differences may be adverse and materialNew
- 26Increases in labor-related costs, including the costs of medical and other employee health and welfare benefits, may reduce our profitability42% rewritten
- 27Volatility in the market value of derivative instruments we use to manage exposures to fluctuations in commodity prices, foreign currency exchange rates and interest rates may cause volatility in our net earnings33% rewritten
- 28Our borrowing costs and access to capital and credit markets could be adversely affected by a downgrade or potential downgrade of our credit ratings
- 29We may experience losses or be subject to increased funding and expenses with respect to our qualified pension and other postretirement plans, which could negatively impact profits
Legal, Regulatory and Sustainability Risks
- 30Violations of laws or regulations, as well as new laws or regulations or changes to existing laws or regulations or to interpretations thereof, could adversely affect our businesses65% rewritten
- 31If our products become adulterated or contaminated, or if they are misbranded or mislabeled, we might need to recall or withdraw those items and may experience product liability claims if consumers or their pets are injured57% rewritten
- 32Pending and future litigation may impair our reputation or cause us to incur significant costs47% rewritten
- 33Failure to comply with personal data protection and privacy laws can adversely affect our businesses, financial condition, results of operations and cash flows46% rewritten
- 34Acute or chronic weather events may negatively affect our businesses, financial condition, results of operations and cash flowsNew
- 35Legal, regulatory or market measures to address environmental, sustainability or corporate responsibility matters may negatively affect our businesses, financial condition, results of operations and cash flows72% rewritten
- 36Our owned and licensed intellectual property is valuable, and any inability to protect such property or loss thereof could reduce the value of our products and brands33% rewritten
- 37We are subject to certain continuing obligations, including indemnification obligations and lease guarantor obligations, related to the sale of the Bob Evans restaurants business that could adversely affect our financial condition, results of operations and cash flows
- 38We are subject to occupational safety and environmental laws and regulations that can impose significant costs and expose us to potential financial liabilities
- 39Provisions in our articles of incorporation and bylaws and provisions of Missouri law may prevent or delay an acquisition of the Company, which could decrease the trading price of our common stock
General Risk Factors
- 40Changes in tax laws may adversely affect us, and the IRS, another taxing authority or a court may disagree with our tax positions, which may result in adverse impacts on our businesses, financial condition, results of operations and cash flows47% rewritten
- 41The market price and trading volume of our common stock may be volatile
- 42If we are unable to continue to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or our internal control over financial reporting is not effective, the reliability of our financial statements may be questioned, and our stock price may suffer
Other Post Holdings 10-Ks
- FY2024 10-K risk factors54 risks
Food supply, input costs, agricultural disease, contamination and labor pressures dominate the operating risks.
Filed Nov 15, 2024
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.