EMPLOYEE BENEFIT PLANS

12 Months Ended

Dec. 31, 2024

EMPLOYEE BENEFIT PLANS

EMPLOYEE BENEFIT PLANS

NOTE 7—EMPLOYEE BENEFIT PLANS:

Pension plans:

The Company sponsors a defined contribution pension plan covering certain non-union employees with over one year of credited service. The Company’s policy is to fund pension costs accrued based on compensation levels. Total expense for this plan for 2024, 2023 and 2022 approximated $2,954, $2,812 and $2,682, respectively. The Company also maintains certain defined contribution 401K profit sharing and retirement plans. Company contributions in 2024, 2023 and 2022 to these plans were $3,336, $3,568 and $3,265 respectively.

The Company also contributes to a multi-employer defined benefit pension plan for certain of its union employees under a collective bargaining agreement which is as follows:

Plan name: Bakery and Confectionery Union and Industry International Pension Fund (Plan)

Employer Identification Number and plan number: 52-6118572, plan number 001

Funded Status as of the most recent year available: 47.0% funded as of January 1, 2023

The Company’s contributions to such plan: $3,360, $3,530 and $3,508 in 2024, 2023 and 2022, respectively

Plan status: Critical and declining for the plan year beginning January 1, 2024 (most recent date information is available)

Beginning in 2012, the Company has received periodic notices from the Plan, a multi-employer defined benefit pension plan for certain Company union employees, that the Plan’s actuary certified the Plan to be in “critical status”, as defined by the Pension Protection Act (PPA) and the Pension Benefit Guaranty Corporation (PBGC); and that a plan of rehabilitation was adopted by the trustees of the Plan in 2012. Beginning in 2015, the Plan was reclassified to “critical and declining status”, as defined by the PPA and PBGC, for the plan year beginning January 1, 2015. A designation of “critical and declining status” implies that the Plan is expected to become insolvent in the next 20 years. In 2016, the Company received new notices that the Plan’s trustees adopted an updated Rehabilitation Plan effective January 1, 2016, and all annual notices through 2024 have continued to classify the Plan in the “critical and declining status” category.

The Company has been advised that its withdrawal liability would have been $97,500, $102,200 and $96,000 if it had withdrawn from the Plan during 2024, 2023 and 2022 respectively. Should the Company actually withdraw from the Plan at a future date, a withdrawal liability, which could be different than the above discussed amounts, could be payable to the Plan.

The amended rehabilitation plan, which continues, requires that employer contributions include 5% compounded annual surcharge increases each year for an unspecified period of time beginning January 2013 (in addition to the 5% interim surcharge initiated in 2012) as well as certain plan benefit reductions. In fourth quarter 2020, the Plan Trustees advised the Company that the surcharges would no longer increase and therefore be “frozen” at the rates and amounts in effect as of December 31, 2020 provided that the local bargaining union and the Company executed a formal consenting agreement by March 31, 2021. During first quarter 2021, the local bargaining union and the Company executed this agreement which resulted in the “freezing” of such surcharges as of December 31, 2020. The Company’s pension expense for this Plan for 2024, 2023 and 2022 was $3,332, $3,516 and $3,510, respectively. The aforementioned expense includes surcharges of $1,174, $1,239 and $1,237 in 2024, 2023 and 2022, respectively, as required under the plan of rehabilitation, as amended.

In June 2024, the PBGC announced that it has approved the Plan’s application for Special Financial Assistance under the American Rescue Plan Act of 2021. The Plan was granted approximately $3.4 billion in Special Financial Assistance funds and received those funds in July 2024. The Company’s actuary believes that it still remains unclear if the Plan can remain solvent through the targeted date of 2051 although as a requirement of the American Rescue Plan Act of 2021, the Plan must remain in “critical status” through 2051 regardless of solvency. The regulations under the aforementioned PBGC

financial assistance could result in a higher withdrawal liability even with PBGC financial assistance since those regulations require use of settlement interest rates to value all, instead of a portion, of the present value of vested benefits in determining the Company’s withdrawal liability. In addition, for withdrawal liability purposes, PBGC regulations require the Special Financial Assistance to be phased-in over a period of time instead of fully recognized immediately.  The most recent withdrawal liability estimate from the Plan, since it is calculated as of the end of 2023 as if the Company were to have withdrawn in 2024, does not include any of the $3.4 billion of assets received.  The Company is currently unable to determine the ultimate outcome of the above discussed multi-employer union pension matters and therefore is unable to determine the effects on its consolidated financial statements, but the ultimate outcome could have a material adverse effect on the Company’s consolidated results of operations or cash flows in one or more future periods

Deferred compensation:

The Company sponsors three deferred compensation plans for selected executives and other employees: (i) the Excess Benefit Plan, which restores retirement benefits lost due to Internal Revenue Service limitations on contributions to tax-qualified plans, (ii) the Supplemental Plan, which allows eligible employees to defer the receipt of eligible compensation until designated future dates and (iii) the Career Achievement Plan, which provides a deferred annual incentive award to selected executives. Participants in these plans earn a return on amounts due them based on several investment options, which mirror returns on underlying investments (primarily mutual funds). The Company economically hedges its obligations under the plans by investing in the actual underlying investments. These investments are classified as trading securities and are carried at fair value. At December 31, 2024 and 2023, these investments totaled $105,067 and $87,800, respectively. All gains and losses and related investment income from these investments, which are recorded in other income, net, are equally offset by corresponding increases and decreases in the Company’s deferred compensation liabilities. See also Note 4 - Income Taxes, regarding action taken by the Board of Directors in 2024 whereby certain deferred compensation will not be tax deductible in future years.

Postretirement health care benefit plans:

The Company maintains a post-retirement health benefits plan for a group of “grandfathered” corporate employees. The plan, as amended in 2013, generally limited future annual cost increases in health benefits to 3%, restricted this benefit to current employees and retirees with long-term service with the Company, and eliminated all post-retirement benefits for future employees effective April 1, 2014. Post-retirement benefits liabilities (as amended) were $9,296 and $10,317 at December 31, 2024 and 2023, respectively. Accumulated other comprehensive loss (pre-tax) at December 31, 2024 includes $3,878 of a net actuarial gain.

The changes in the accumulated postretirement benefit obligation at December 31, 2024 and 2023 consist of the following:

	December 31,
	2024		2023
Benefit obligation, beginning of year	$	10,317	$	9,961
Service cost		144		142
Interest cost		474		477
Actuarial (gain)/loss		(1,100)		276
Benefits paid		(539)		(539)
Benefit obligation, end of year	$	9,296	$	10,317

The actuarial (gain) in 2024 is attributable to an increase in the discount rate. The actuarial loss in 2023 is attributable to a decrease in the discount rate.

Net periodic postretirement benefit cost (income) included the following components:

	2024		2023		2022
Service cost—benefits attributed to service during the period	$	144	$	142	$	241
Interest cost on the accumulated postretirement benefit obligation		474		477		336
Net amortization		(639)		(758)		(826)
Net periodic postretirement benefit cost (income)	$	(21)	$	(139)	$	(249)

The Company estimates future benefit payments will be $595, $621, $648, $667 and $690 in each year beginning in 2025 through 2029, respectively, and a total of $3,698 in 2030 through 2034.