UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________

FORM 10-Q

__________________

x☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, ~~2019~~2020

o☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number: 1-35305

Post Holdings, Inc.

(Exact name of registrant as specified in its charter)



Missouri		45-3355106
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2503 S. Hanley Road

St. Louis, Missouri63144

(Address of principal executive offices) (Zip Code)

~~(314)~~ (314) 644-7600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	POST	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx☒ No o☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yesx☒ No o☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filerx	☒	Accelerated filero	☐
Non-accelerated filero	☐	Smaller reporting companyo	☐
		Emerging growth companyo	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o☐Nox

~~Securities registered pursuant to Section 12(b) of the Act:~~



~~Title of each class~~	~~Trading Symbol(s)~~	~~Name of each exchange on which registered~~
~~Common Stock, $.01 par value~~	~~POST~~	~~New York Stock Exchange~~

☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Common ~~stock,~~Stock, $0.01 ~~Par Value~~par value – ~~73,305,955~~68,177,336 shares as of ~~April 30, 2019~~May 4, 2020

Table of Contents

POST HOLDINGS, INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS



		Page
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited).	1

	Condensed Consolidated Statements of Operations (Unaudited).	1

	Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited).	2

	Condensed Consolidated Balance Sheets (Unaudited).	3

	Condensed Consolidated Statements of Cash Flows (Unaudited).	3

	~~Condensed Consolidated Statements of Shareholders’ Equity (Unaudited).~~	4

	~~Notes to~~ Condensed Consolidated ~~Financial~~ Statements of Shareholders’ Equity (Unaudited).	5

	Notes to Condensed Consolidated Financial Statements (Unaudited).	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	2829

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	4042

Item 4.	Controls and Procedures.	4143

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings.	4143

Item 1A.	Risk Factors.	4244

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	4244

Item 6.	Exhibits.	4446

	~~SIGNATURES~~SIGNATURES..	4648

Table of Contents

PART I. FINANCIAL INFORMATION.

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED).

POST HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in millions, except per share data)


	Three Months Ended March 31,						Six Months Ended March 31,						Three Months Ended March 31,						Six Months Ended March 31,
	2019			2018			2019			2018			2020			2019			2020			2019
Net Sales	$	1,387.8		$	1,586.1		$	2,799.1		$	3,019.2		$	1,494.2		$	1,387.8		$	2,951.0		$	2,799.1
Cost of goods sold	936.5			1,113.7			1,921.3			2,098.3			1,055.4			936.5			2,040.7			1,921.3
Gross Profit	451.3			472.4			877.8			920.9			438.8			451.3			910.3			877.8
Selling, general and administrative expenses	225.8			264.6			442.9			510.6			245.0			225.8			480.3			442.9
Amortization of intangible assets	40.4			46.4			80.7			87.9			40.0			40.4			80.1			80.7
Gain on sale of business	(2.6		)	—			(127.3		)	—			—			(2.6		)	—			(127.3		)
Other operating expenses, net	1.4			0.7			1.3			0.7			0.3			1.4			0.4			1.3
Operating Profit	186.3			160.7			480.2			321.7			153.5			186.3			349.5			480.2
Interest expense, net	85.5			98.8			144.9			189.3			94.0			85.5			196.9			144.9
Loss on extinguishment of debt, net	—			0.3			6.1			37.6			60.0			—			72.9			6.1
Expense (income) on swaps, net	63.0			(50.5		)	114.7			(53.2		)
Expense on swaps, net													224.6			63.0			163.2			114.7
Other income, net	(3.7		)	(3.6		)	(7.4		)	(7.1		)	(3.3		)	(3.7		)	(6.5		)	(7.4		)
Earnings before Income Taxes and Equity Method Loss	41.5			115.7			221.9			155.1
(Loss) Earnings before Income Taxes and Equity Method Loss													(221.8		)	41.5			(77.0		)	221.9
Income tax (benefit) expense	(11.6		)	23.9			32.2			(231.9		)	(47.1		)	(11.6		)	(16.7		)	32.2
Equity method loss, net of tax	8.8			—			19.5			—			11.1			8.8			18.4			19.5
Net Earnings Including Noncontrolling Interest	44.3			91.8			170.2			387.0
Less: Net earnings attributable to noncontrolling interest	0.3			0.3			0.6			0.6
Net Earnings	44.0			91.5			169.6			386.4
Net (Loss) Earnings Including Noncontrolling Interests													(185.8		)	44.3			(78.7		)	170.2
Less: Net earnings attributable to noncontrolling interests													5.6			0.3			13.5			0.6
Net (Loss) Earnings													(191.4		)	44.0			(92.2		)	169.6
Less: Preferred stock dividends	1.0			2.6			3.0			6.0			—			1.0			—			3.0
Net Earnings Available to Common Shareholders	$	43.0		$	88.9		$	166.6		$	380.4
Net (Loss) Earnings Available to Common Shareholders													$	(191.4	)	$	43.0		$	(92.2	)	$	166.6

Earnings per Common Share:
(Loss) Earnings per Common Share:
Basic	$	0.61		$	1.33		$	2.43		$	5.73		$	(2.76	)	$	0.61		$	(1.32	)	$	2.43
Diluted	$	0.58		$	1.20		$	2.26		$	5.04		$	(2.76	)	$	0.58		$	(1.32	)	$	2.26

Weighted-Average Common Shares Outstanding:
Basic	70.6			66.8			68.6			66.4			69.3			70.6			70.0			68.6
Diluted	75.3			76.0			75.2			76.6			69.3			75.3			70.0			75.2

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

Table of Contents

POST HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited)

(in millions)

Three Months Ended
March 31, Six Months Ended
March 31,
2019 2018 2019 2018
Net Earnings Including Noncontrolling Interest $ 44.3
$ 91.8
$ 170.2
$ 387.0
Pension and postretirement benefits adjustments:
Reclassifications to net earnings (1.1 ) (0.8 ) (2.3 ) (1.6 )
Hedging adjustments:
Unrealized net (loss) gain on derivatives (11.9 ) 5.4
12.5
3.9
Reclassifications to net earnings (0.4 ) (1.8 ) (30.5 ) (1.5 )
Other reclassifications —
(0.5 ) —
(0.5 )
Foreign currency translation adjustments:
Unrealized foreign currency translation adjustments 37.7
70.0
(2.5 ) 83.9
Reclassifications to net earnings —
—
42.1
—
Tax benefit (expense) on other comprehensive income:
Pension and postretirement benefits 0.2
1.2
0.5
1.4
Hedging 11.2
(3.1 ) 12.6
(2.8 )
Total Other Comprehensive Income 35.7
70.4
32.4
82.8
Less: Comprehensive income attributable to noncontrolling interest 0.6
0.3
0.9
0.6
Total Comprehensive Income $ 79.4
$ 161.9
$ 201.7
$ 469.2



	Three Months Ended March 31,						Six Months Ended March 31,
	2020			2019			2020			2019
Net (Loss) Earnings Including Noncontrolling Interests	$	(185.8	)	$	44.3		$	(78.7	)	$	170.2
Pension and postretirement benefits adjustments:
Reclassifications to net (loss) earnings	(0.5		)	(1.1		)	(1.0		)	(2.3		)
Hedging adjustments:
Net gain (loss) on derivatives	55.8			(11.9		)	22.5			12.5
Reclassifications to net (loss) earnings	(0.2		)	(0.4		)	7.0			(30.5		)
Foreign currency translation adjustments:
Unrealized foreign currency translation adjustments	(109.5		)	37.7			5.6			(2.5		)
Reclassifications to net (loss) earnings (see Note 4)	—			—			—			42.1
Tax benefit (expense) on other comprehensive income:
Pension and postretirement benefits adjustments:
Reclassifications to net (loss) earnings	0.1			0.2			0.2			0.5
Hedging adjustments:
Net gain/loss on derivatives	(13.9		)	11.1			(5.4		)	5.1
Reclassifications to net (loss) earnings	—			0.1			(1.6		)	7.5
Total Other Comprehensive (Loss) Income Including Noncontrolling Interests	(68.2		)	35.7			27.3			32.4
Less: Comprehensive income attributable to noncontrolling interests	2.1			0.6			10.5			0.9
Total Comprehensive (Loss) Income	$	(256.1	)	$	79.4		$	(61.9	)	$	201.7

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

Table of Contents

POST HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions)


	March 31, 2019			September 30, 2018			March 31, 2020			September 30, 2019
ASSETS
Current Assets
Cash and cash equivalents	$	149.7		$	989.7		$	1,179.4		$	1,050.7
Restricted cash	2.2			4.8			17.2			3.8
Receivables, net	500.4			462.3			551.2			445.1
Inventories	555.1			484.2			569.0			579.8
Current assets held for sale	—			195.0
Prepaid expenses and other current assets	46.4			64.3			66.9			46.9
Total Current Assets	1,253.8			2,200.3			2,383.7			2,126.3
Property, net	1,718.7			1,709.7			1,729.2			1,736.0
Goodwill	4,498.9			4,499.6			4,404.6			4,399.8
Other intangible assets, net	3,458.6			3,539.3			3,261.1			3,338.5
Equity method investments	163.1			5.2			126.4			145.5
Other assets held for sale	—			856.6
Other assets	189.7			246.8			332.6			205.5
Total Assets	$	11,282.8		$	13,057.5		$	12,237.6		$	11,951.6

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Current portion of long-term debt	$	6.7		$	22.1		$	36.1		$	13.5
Accounts payable	325.5			365.1			317.1			395.6
Current liabilities held for sale	—			65.6
Other current liabilities	317.2			339.3			383.7			393.8
Total Current Liabilities	649.4			792.1			736.9			802.9
Long-term debt	6,326.2			7,232.1			7,171.3			7,066.0
Deferred income taxes	751.6			778.4			771.0			688.5
Other liabilities held for sale	—			695.1
Other liabilities	310.7			499.3			693.2			456.9
Total Liabilities	8,037.9			9,997.0			9,372.4			9,014.3

Shareholders’ Equity
Preferred stock	—			—			—			—
Common stock	0.8			0.8			0.8			0.8
Additional paid-in capital	3,643.1			3,590.9			4,207.0			3,734.8
Retained earnings	252.7			88.0			115.6			207.8
Accumulated other comprehensive loss	(7.0		)	(39.4		)	(66.5		)	(96.8		)
Treasury stock, at cost	(655.7		)	(589.9		)	(1,349.8		)	(920.7		)
Total Shareholders’ Equity Excluding Noncontrolling Interest	3,233.9			3,050.4
Noncontrolling interest	11.0			10.1
Total Shareholders’ Equity Excluding Noncontrolling Interests							2,907.1			2,925.9
Noncontrolling interests							(41.9		)	11.4
Total Shareholders’ Equity	3,244.9			3,060.5			2,865.2			2,937.3
Total Liabilities and Shareholders’ Equity	$	11,282.8		$	13,057.5		$	12,237.6		$	11,951.6

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

Table of Contents

POST HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in millions)


	Six Months Ended March 31,						Six Months Ended March 31,
	2019			2018			2020			2019
Cash Flows from Operating Activities
Net Earnings Including Noncontrolling Interest	$	170.2		$	387.0
Adjustments to reconcile net earnings including noncontrolling interest to net cash flow provided by operating activities:
Net (Loss) Earnings Including Noncontrolling Interests							$	(78.7	)	$	170.2
Adjustments to reconcile net (loss) earnings including noncontrolling interests to net cash flow provided by operating activities:
Depreciation and amortization	191.4			195.1			181.8			191.4
Unrealized loss (gain) on interest rate swaps	114.4			(54.0		)
Unrealized loss on interest rate swaps							150.9			114.4
Gain on sale of business	(127.3		)	—			—			(127.3		)
Loss on extinguishment of debt, net	6.1			37.6			72.9			6.1
Non-cash stock-based compensation expense	18.1			15.8			24.7			18.1
Equity method loss, net of tax	19.5			—			18.4			19.5
Deferred income taxes	(12.6		)	(246.1		)	(58.6		)	(12.6		)
Other, net	2.9			5.5			5.5			2.9
Other changes in operating assets and liabilities, net of business acquisitions:
Other changes in operating assets and liabilities:
Increase in receivables, net	(34.8		)	(30.8		)	(90.4		)	(34.8		)
(Increase) decrease in inventories	(71.6		)	10.6
Decrease (increase) in prepaid expenses and other current assets	10.3			(9.5		)
Decrease (increase) in other assets	4.4			(11.7		)
Decrease (increase) in inventories							9.9			(71.6		)
(Increase) decrease in prepaid expenses and other current assets							(23.2		)	10.3
(Increase) decrease in other assets							(16.9		)	4.4
Decrease in accounts payable and other current liabilities	(91.2		)	(39.0		)	(111.1		)	(91.2		)
Increase in non-current liabilities	5.0			3.1			3.8			5.0
Net Cash Provided by Operating Activities	204.8			263.6			89.0			204.8
Cash Flows from Investing Activities
Business acquisitions, net of cash acquired	—			(1,454.0		)
Additions to property	(135.5		)	(86.1		)	(117.5		)	(135.5		)
Proceeds from sale of property and assets held for sale	2.0			0.2			2.4			2.0
Proceeds from sale of business	266.8			—			—			266.8
Cross-currency swap cash settlements	29.6			—			52.7			29.6
Other, net	—			(1.2		)
Net Cash Provided by (Used in) Investing Activities	162.9			(1,541.1		)
Net Cash (Used in) Provided by Investing Activities							(62.4		)	162.9
Cash Flows from Financing Activities
Proceeds from issuance of long-term debt	—			1,000.0			3,846.0			—
Repayments of long-term debt	(919.1		)	(751.7		)	(3,731.5		)	(919.1		)
Payments to appraisal rights holders	(253.6		)	—			(3.8		)	(253.6		)
Purchases of treasury stock	(65.8		)	(138.8		)	(437.8		)	(65.8		)
Payments of preferred stock dividends	(4.0		)	(6.8		)	—			(4.0		)
Payments of debt issuance and modification costs	(8.7		)	(10.5		)
Proceeds from initial public offering							524.4			—
Payments of debt issuance costs and deferred financing fees							(39.8		)	(8.7		)
Refund of debt issuance costs	7.8			—			15.3			7.8
Payment of debt extinguishment costs	—			(33.5		)
Payments of premiums on debt extinguishment							(49.8		)	—
Proceeds from exercises of stock awards	41.5			4.0			3.4			41.5
Other, net	(7.5		)	(5.8		)	(10.5		)	(7.5		)
Net Cash (Used in) Provided by Financing Activities	(1,209.4		)	56.9
Net Cash Provided by (Used in) Financing Activities							115.9			(1,209.4		)
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash	(0.9		)	2.0			(0.4		)	(0.9		)
Net Decrease in Cash, Cash Equivalents and Restricted Cash	(842.6		)	(1,218.6		)
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash							142.1			(842.6		)
Cash, Cash Equivalents and Restricted Cash, Beginning of Year	994.5			1,530.1			1,054.5			994.5
Cash, Cash Equivalents and Restricted Cash, End of Period	$	151.9		$	311.5		$	1,196.6		$	151.9

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

Table of Contents

POST HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)

(in millions)


	As Of and For The Three Months Ended March 31,						As Of and For The Six Months Ended March 31,						As Of and For The Three Months Ended March 31,						As Of and For The Six Months Ended March 31,
	2019			2018			2019			2018			2020			2019			2020			2019
Preferred Stock
Beginning and end of period	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Common Stock
Beginning and end of period													0.8			0.8			0.8			0.8
Additional Paid-in Capital
Beginning of period	0.8			0.7			0.8			0.7			4,195.6			3,592.4			3,734.8			3,590.9
Activity under stock and deferred compensation plans													0.3			41.4			(7.0		)	34.2
Non-cash stock-based compensation expense													12.5			9.4			23.6			18.1
Initial public offering, net of tax													(1.4		)	—			455.6			—
Preferred stock conversion	—			0.1			—			0.1			—			(0.1		)	—			(0.1		)
End of period	0.8			0.8			0.8			0.8			4,207.0			3,643.1			4,207.0			3,643.1
Additional Paid-in Capital
Retained Earnings
Beginning of period	3,592.4			3,565.6			3,590.9			3,566.5			307.0			210.7			207.8			88.0
Preferred stock dividends declared	—			(3.4		)	—			(6.8		)
Activity under stock and deferred compensation plans	41.4			2.8			34.2			(1.5		)
Stock-based compensation expense	9.4			9.0			18.1			15.8
Preferred stock conversion	(0.1		)	—			(0.1		)	—
End of period	3,643.1			3,574.0			3,643.1			3,574.0
Retained Earnings (Accumulated Deficit)
Beginning of period	210.7			(81.1		)	88.0			(376.0		)
Net earnings	44.0			91.5			169.6			386.4
Adoption of Accounting Standards Updates	—			1.4			(0.9		)	1.4
Net (loss) earnings													(191.4		)	44.0			(92.2		)	169.6
Adoption of accounting standards update													—			—			—			(0.9		)
Preferred stock dividends declared	(2.0		)	—			(4.0		)	—			—			(2.0		)	—			(4.0		)
End of period	252.7			11.8			252.7			11.8			115.6			252.7			115.6			252.7
Accumulated Other Comprehensive Loss
Retirement Benefit Adjustments, net of tax
Beginning of period	37.0			34.5			37.9			35.1			26.2			37.0			26.6			37.9
Net change in retirement benefits, net of tax	(0.9		)	0.4			(1.8		)	(0.2		)	(0.4		)	(0.9		)	(0.8		)	(1.8		)
End of period	36.1			34.9			36.1			34.9			25.8			36.1			25.8			36.1
Hedging Adjustments, net of tax
Beginning of period	33.1			(12.0		)	37.4			(11.1		)	25.1			33.1			44.5			37.4
Net change in hedges, net of tax	(1.1		)	—			(5.4		)	(0.9		)	44.7			(1.1		)	25.3			(5.4		)
End of period	32.0			(12.0		)	32.0			(12.0		)	69.8			32.0			69.8			32.0
Foreign Currency Translation Adjustments
Beginning of period	(112.8		)	(50.1		)	(114.7		)	(64.0		)	(53.1		)	(112.8		)	(167.9		)	(114.7		)
Foreign currency translation adjustments	37.7			70.0			39.6			83.9			(109.0		)	37.7			5.8			39.6
End of period	(75.1		)	19.9			(75.1		)	19.9			(162.1		)	(75.1		)	(162.1		)	(75.1		)
Treasury Stock
Beginning of period	(615.2		)	(427.2		)	(589.9		)	(371.2		)	(1,143.8		)	(615.2		)	(920.7		)	(589.9		)
Purchases of treasury stock	(40.5		)	(82.8		)	(65.8		)	(138.8		)	(206.0		)	(40.5		)	(429.1		)	(65.8		)
End of period	(655.7		)	(510.0		)	(655.7		)	(510.0		)	(1,349.8		)	(655.7		)	(1,349.8		)	(655.7		)
Total Shareholders’ Equity Excluding Noncontrolling Interest	3,233.9			3,119.4			3,233.9			3,119.4
Noncontrolling Interest
Total Shareholders’ Equity Excluding Noncontrolling Interests													2,907.1			3,233.9			2,907.1			3,233.9
Noncontrolling Interests
Beginning of period	10.4			10.0			10.1			9.7			(46.2		)	10.4			11.4			10.1
Net earnings attributable to noncontrolling interest	0.3			0.3			0.6			0.6
Initial public offering													1.4			—			(64.9		)	—
Net earnings attributable to noncontrolling interests													5.6			0.3			13.5			0.6
Non-cash stock-based compensation expense													0.8			—			1.1			—
Net change in hedges, net of tax													(3.0		)	—			(2.8		)	—
Foreign currency translation adjustments	0.3			—			0.3			—			(0.5		)	0.3			(0.2		)	0.3
End of period	11.0			10.3			11.0			10.3			(41.9		)	11.0			(41.9		)	11.0
Total Shareholders’ Equity	$	3,244.9		$	3,129.7		$	3,244.9		$	3,129.7		$	2,865.2		$	3,244.9		$	2,865.2		$	3,244.9

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

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POST HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(in millions, except per share information and where indicated otherwise)

NOTE 1 — BASIS OF PRESENTATION

These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), under the rules and regulations of the United States Securities and Exchange Commission (the “SEC”), and on a basis substantially consistent with the audited consolidated financial statements of Post Holdings, Inc. (herein referred to as “Post,” “the Company,” “us,” “our” or ~~“we”)~~“we,” and unless otherwise stated or context otherwise indicates, all such references herein mean Post Holdings, Inc. and its consolidated subsidiaries) as of and for the fiscal year ended September 30, ~~2018.~~2019. These unaudited condensed consolidated financial statements should be read in conjunction with such audited consolidated financial statements, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, ~~2018,~~2019, filed with the SEC on November ~~16, 2018.~~22, 2019.

These unaudited condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments and accruals) that management considers necessary for a fair statement of the Company’s results of operations, comprehensive income, financial ~~position,~~condition, cash flows and shareholders’ equity for the interim periods presented. Interim results are not necessarily indicative of the results for any other interim period or for the entire fiscal year. ~~Certain prior year amounts have been reclassified~~

On October 21, 2019, BellRing Brands, Inc. (“BellRing”), a subsidiary of the Company, closed its initial public offering (the “IPO”) of 39.4 shares of its Class A common stock, $0.01 par value per share (the “Class A Common Stock”), which number of shares included the underwriters’ exercise in full of their option to ~~conform~~purchase up to an additional 5.1 shares of Class A Common Stock. The IPO was completed at an offering price of $14.00 per share and BellRing received net proceeds from the IPO of $524.4, after deducting underwriting discounts and commissions. As a result of the IPO and certain other transactions completed in connection with the ~~fiscal 2019 presentation. These reclassifications had~~IPO (the “formation transactions”), BellRing is a publicly-traded company whose Class A Common Stock is traded on the New York Stock Exchange under the ticker symbol “BRBR”. BellRing is a holding company of BellRing Brands, LLC, a Delaware limited liability company (“BellRing LLC”), owning 28.8% of its non-voting membership units (the “BellRing LLC units”). Post owns 71.2% of the BellRing LLC units and one share of BellRing’s Class B common stock, $0.01 par value per share (the “Class B Common Stock” and, collectively with the Class A Common Stock, the “BellRing Common Stock”). The Class B Common Stock has voting rights but no ~~impact on net earnings~~rights to dividends or ~~shareholders’ equity~~other economic rights. For so long as ~~previously reported.~~

~~On October 1, 2018,~~ Post or its affiliates (other than BellRing and ~~affiliates~~its subsidiaries) directly own more than 50% of ~~Thomas H. Lee Partners, L.P. (collectively, “THL”) separately capitalized 8th Avenue Food & Provisions, Inc. (“8th Avenue,” and such transactions,~~ the ~~“8th Avenue Transactions”), and 8th Avenue became~~BellRing LLC units, the Class B Common Stock represents 67% of the combined voting power of the BellRing Common Stock. BellRing LLC is the holding company for Post’s historical ~~private brands business. Post received gross proceeds~~active nutrition business, reported herein as the BellRing Brands segment and reported historically as the Active Nutrition segment. In connection with the IPO, the Company incurred transaction-related expenses of ~~$875.0,~~$0.3 and $2.4 during the three and six months ended March 31, 2020, respectively, and $1.7 and $2.9 during the three and six months ended March 31, 2019, respectively. These expenses generally included third party costs for due diligence, advisory services and government filing fees and were recorded as ~~well~~“Selling, general and administrative expenses” in the Condensed Consolidated Statements of Operations.

Effective October 21, 2019, the financial results of BellRing and its subsidiaries were consolidated within Post’s financial results and 28.8% of the consolidated net income and net assets of BellRing and its subsidiaries, representing the percentage of economic interest in BellRing LLC held by BellRing (and therefore indirectly held by the public stockholders of BellRing through their ownership of the Class A Common Stock), is allocated to noncontrolling interest (“NCI”) (see Note 5). The term “BellRing” as~~$16.8~~ used herein generally refers to BellRing Brands, Inc.; however, in discussions related to ~~final working capital adjustments,~~ ~~from~~debt facilities, the ~~8th Avenue Transactions, and the Company retained shares of common stock equal~~term “BellRing” refers to 60.5% of the common equity in 8th Avenue. Effective October 1, 2018, 8th Avenue was no longer consolidated in the Company's financial statements and the 60.5% common equity retained interest in 8th Avenue is accounted for using the equity method. 8th Avenue is reported historically herein as Post’s PrivateBellRing Brands, ~~segment. For additional information, see Notes 4, 6, 9 and 17.~~LLC.

NOTE 2 — RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS

The Company has considered all new accounting pronouncements and has concluded there are no new pronouncements (other than the ones described below) that had or will have ana material impact on the Company’s results of operations, comprehensive income, financial condition, cash flows, or shareholders’ equity or disclosures based on current information.

Recently Issued

In ~~February 2016,~~March 2020, the Financial Accounting Standards Board ~~(“FASB”~~(the “FASB”) issued Accounting Standards Update (“ASU”) 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This ASU provides optional expedients and exceptions for contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by this ASU do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. This ASU is elective and effective for all entities as of March 12, 2020, the date this ASU was issued. An entity may elect to apply the amendments for contract modifications provided by this ASU as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date

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within an interim period that includes or is subsequent to March 12, 2020. Once elected, this ASU must be applied prospectively for all eligible contract modifications. The Company is currently evaluating the impact of this ASU as it relates to its debt and hedging relationships that reference LIBOR.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This ASU provides guidance on the measurement of credit losses for most financial assets and certain other instruments. This ASU replaces the current incurred loss impairment approach with a methodology to reflect expected credit losses and requires consideration of a broader range of reasonable and supportable information to explain credit loss estimates.This ASU is effective for annual periods beginning after December 15, 2019 and interim periods therein (i.e., Post’s financial statements for the year ending September 30, 2021), with early adoption permitted. The Company is currently evaluating the timing and impact of adopting this ASU.

Recently Adopted

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” This ASU requires a company to recognize right-of-use (“ROU”) assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for lessees, lessors and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. This ASU is effective for annual periods beginning after December 15, 2018 and interim periods therein (i.e., Post’s financial statements for the year ending September 30, 2020), with early adoption permitted. The Company will adopt this ASU on October 1, 2019 and expects to use the modified retrospective method of adoption. The Company has selected a software vendor and is in the process of assessing its lease agreements to identify those that fall within the scope of this guidance. This ASU will result in a material increase in both assets and liabilities; however, the Company is unable to quantify the impact at this time. In ~~addition, the Company expects to provide expanded disclosures to present additional information related to its leasing arrangements.~~

~~Recently Adopted~~

~~In August~~July 2018, the FASB issued ASU ~~2018-15, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40)~~2018-11, “Leases (Topic 842): ~~Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract.~~Targeted Improvements.” This ASU ~~largely aligns~~provides an additional transition method by allowing entities to initially apply the ~~guidance for recognizing implementation costs incurred~~new lease standard at the date of adoption with a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. This ASU also gives lessors the option of electing, as a ~~cloud computing arrangement that is~~practical expedient by class of underlying asset, not to separate the lease and non-lease components of a ~~service~~ contract ~~with that for recognizing implementation costs incurred to develop or obtain internal-use software, including hosting arrangements that include an internal-use software license.~~when those lease contracts meet certain criteria. The Company adopted ~~this ASU~~these ASUs on October 1, ~~2018 on a prospective basis, as permitted by the ASU. The adoption of this ASU did not have a material impact on the Company’s financial statements.~~

In June 2018, the FASB issued ASU 2018-07, “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” This ASU largely aligns the accounting for share-based payment awards issued to employees and nonemployees, whereby the existing employee guidance will apply to nonemployee share-based transactions (as long as the transaction is not effectively a form of financing), with the exception of specific guidance related to the attribution

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of compensation cost. The cost of nonemployee awards will continue to be recorded as if the grantor had paid cash for the goods or services, and the contractual term will be able to be used in lieu of an expected term in the option-pricing model for nonemployee awards. The Company adopted this ASU on October 1, 2018 on a prospective basis, as permitted by the ASU. In accordance with this ASU, historical share-based payment awards that were granted to employees of 8th Avenue are accounted for as nonemployee compensation. The adoption of this ASU did not have an impact on the Company’s financial statements.

In March 2017, the FASB issued ASU 2017-07, “Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.” This ASU requires an entity to report the service cost component of periodic net benefit cost as an operating expense in the same line item or items as other compensation costs arising from services rendered by employees during the period. Other components of net benefit cost are to be presented outside of income from operations in the income statement separately from the service cost component. This ASU also allows only the service cost component to be eligible for capitalization when applicable. The Company adopted this ASU on October 1, 2018 and used the retrospective method of adoption,2019, as required by these ASUs, and utilized the ~~ASU. The~~cumulative effect adjustment approach. At adoption, the Company recognized ROU assets and lease liabilities of ~~this ASU resulted in an increase in “Cost of goods sold”~~$158.1 and ~~“Selling, general and administrative expenses” of $3.3 and $0.3,~~$168.2, respectively, and a corresponding increase in “Other income, net” of $3.6, for the three months ended March 31, 2018, and an increase in “Cost of goods sold” and “Selling, general and administrative expenses” of $6.5 and $0.6, respectively, and a corresponding increase in “Other income, net” of $7.1, for the six months ended March 31, 2018, to reflect the exclusion of all components of benefit cost, with the exception of service cost, from operating profit. For additional disclosures about pension and other postretirement benefits, refer to Note 18.

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash.” This ASU requires that a statement of cash flows explain the change in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents, and therefore, restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of year cash balance to the end of year cash balance as shown on the statement of cash flows. The Company adopted this ASU on October 1, 2018 and used the retrospective method of adoption, as required by the ASU. The adoption of this ASU resulted in an increase in “Net Cash Used in Investing Activities” of $1.9 for the six months ended March 31, 2018.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” which superseded all previously existing revenue recognition guidance under GAAP. This ASU’s core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU also calls for additional disclosures around the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted this ASU on October 1, 2018 and used the modified retrospective transition method of adoption. The adoption of this ASU did not have a material impact on the Company’s financial statements as the impact of this ASU was limited to recognition timing and classification changes of immaterial amounts within the statement of operations and on the balance ~~sheet.~~sheet at October 1, 2019. The new standard did not materially impact the statements of operations or cash flows. In addition, the Company provides expanded disclosures related to its leasing arrangements in accordance with these ASUs. For additional information, refer to Note 3.15.

NOTE 3 ~~— REVENUE FROM CONTRACTS WITH CUSTOMERS~~

In conjunction with the adoption of ASU 2014-09 (see Note 2), the Company updated its policy for recognizing revenue. The Company utilized a comprehensive approach to assess the impact of this ASU by reviewing its customer contract portfolio and existing accounting policies and procedures in order to identify potential differences that would result from applying the new requirements of Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers.” A summary of the updated policy is included below.

~~Revenue Recognition Policy~~

The Company recognizes revenue when performance obligations have been satisfied by transferring control of the goods to customers. Control is generally transferred upon delivery of the goods to the customer. At the time of delivery, the customer is invoiced using previously agreed-upon credit terms. Shipping and/or handling costs that occur before the customer obtains control of the goods are deemed fulfillment activities and are accounted for as fulfillment costs. The Company’s contracts with customers generally contain one performance obligation.

Many of the Company’s contracts with customers include some form of variable consideration. The most common forms of variable consideration are trade promotions, rebates and discounts. Variable consideration is treated as a reduction of revenue at the time product revenue is recognized. Depending on the nature of the variable consideration, the Company uses either the “expected value” or the “most likely amount” method to determine variable consideration. The Company does not believe that there will be significant changes to its estimates of variable consideration when any uncertainties are resolved with customers. The Company reviews and updates estimates of variable consideration each period. Uncertainties related to the estimate of variable consideration are resolved in a short time frame and do not require any additional constraint on variable consideration.

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The Company’s products are sold with no right of return, except in the case of goods which do not meet product specifications or are damaged. No services beyond this assurance-type warranty are provided to customers. Customer remedies include either a cash refund or an exchange of the product. As a result, the right of return and related refund liability is estimated and recorded as a reduction of revenue based on historical sales return experience.

~~Impacts of Adoption~~

The Company used the modified retrospective transition method of adoption and, accordingly, recorded an adjustment to retained earnings to reflect the application of its updated revenue recognition policy, which resulted in changes to the timing of when variable consideration payments are recognized. The cumulative adjustment resulted in a reduction of retained earnings and deferred income taxes of $0.9 and $0.3, respectively, and a corresponding increase in other current liabilities of $1.2 at October 1, 2018.

~~The Company elected the following practical expedients in accordance with ASC Topic 606:~~

~~Significant financing component~~ — The Company elected not to adjust the promised amount of consideration for the effects of a significant financing component as the Company expects, at contract inception, the period between the transfer of a promised good or service to a customer and when the customer pays for that good or service will be one year or less.

~~Shipping and handling costs~~ — The Company elected to account for shipping and handling activities that occur before the customer has obtained control of a good as fulfillment activities (i.e., an expense), rather than as promised services.

~~Measurement of transaction price~~ — The Company elected to exclude from the measurement of transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the Company from a customer for sales taxes.

The following tables summarize the impact of the Company’s adoption of ASC Topic 606 on a modified retrospective basis in the Company’s Condensed Consolidated Statements of Operations. As a result of the adoption, certain payments to customers totaling $7.6 and $12.3 in the three and six months ended March 31, 2019, respectively, previously classified in “Selling, general, and administrative expenses” were classified as “Net Sales” in the Condensed Consolidated Statements of Operations. These payments to customers relate to trade advertisements that support the Company’s sales to customers. In accordance with ASC Topic 606, these payments were determined not to be distinct within the customer contracts and, as such, require classification within net sales. Additionally, in the three and six months ended March 31, 2019, the Company has recognized revenue of $0.3 and $0.7, respectively, that was deferred upon the adoption of ASC Topic 606 in accordance with the satisfaction of the related performance obligation. The recognition of unearned revenue is included in “Net Sales” in the Company’s Condensed Consolidated Statements of Operations. No material changes to the balance sheet were required by the adoption of ASC Topic 606.

Three Months Ended March 31, 2019
As Reported Under Topic 606 As Reported Under Prior Guidance Impact of Adoption
Net Sales $ 1,387.8
$ 1,395.1
$ (7.3 )
Cost of goods sold 936.5
936.5
—
Gross Profit 451.3
458.6
(7.3 )
Selling, general and administrative expenses 225.8
233.4
(7.6 )
Amortization of intangible assets 40.4
40.4
—
Gain on sale of business (2.6 ) (2.6 ) —
Other operating expenses, net 1.4
1.4
—
Operating Profit $ 186.3
$ 186.0
$ 0.3

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Six Months Ended March 31, 2019
As Reported Under Topic 606 As Reported Under Prior Guidance Impact of Adoption
Net Sales $ 2,799.1
$ 2,810.7
$ (11.6 )
Cost of goods sold 1,921.3
1,921.3
—
Gross Profit 877.8
889.4
(11.6 )
Selling, general and administrative expenses 442.9
455.2
(12.3 )
Amortization of intangible assets 80.7
80.7
—
Gain on sale of business (127.3 ) (127.3 ) —
Other operating expenses, net 1.3
1.3
—
Operating Profit $ 480.2
$ 479.5
$ 0.7

~~Disaggregated Revenues~~

The following table presents net sales by product. The amounts for the three and six months ended March 31, 2019 are presented under ASC Topic 606 “Revenue from Contracts with Customers,” and the amounts for the three and six months ended March 31, 2018 are presented under ASC Topic 605 “Revenue Recognition.”

Three Months Ended
March 31, Six Months Ended
March 31,
2019 2018 2019 2018
Cereal and granola $ 563.2
$ 595.1
$ 1,119.4
$ 1,150.8
Egg and egg products 381.1
380.2
775.8
761.3
Side dishes 123.4
111.9
269.1
168.1
Cheese and dairy 53.7
59.6
124.0
131.3
Sausage 36.7
28.7
80.3
28.7
Protein-based products and supplements 216.5
205.2
402.3
391.2
Nut butters and dried fruit and nut —
118.3
—
232.6
Pasta —
68.8
—
136.4
Other 13.7
19.6
29.1
21.2
Eliminations (0.5 ) (1.3 ) (0.9 ) (2.4 )
Net Sales $ 1,387.8
$ 1,586.1
$ 2,799.1
$ 3,019.2

~~NOTE 4 — BUSINESS COMBINATIONS AND DIVESTITURES~~

The Company accounts for business combinations using the acquisition method of accounting, whereby the results of operations are included in the financial statements from the date of acquisition. The purchase price is allocated to acquired assets and assumed liabilities based on their estimated fair values at the date of acquisition, and any excess is allocated to goodwill. Goodwill represents the value the Company expects to achieve through the implementation of operational synergies and the expansion of the business into new or growing segments of the industry. The Company includes results of operations for business divestitures from the date of acquisition through the date of sale.

On October 1, 2018, the Company completed the 8th Avenue Transactions in which Post and THL separately capitalized 8th Avenue and 8th Avenue became the holding company for Post’s private brands business. Post received gross proceeds of $875.0 from the 8th Avenue Transactions, ~~as well as$16.8~~ related to final working capital adjustments, retaining shares of common stock equal to 60.5% of the common equity in 8th Avenue. Post’s gross proceeds consisted of (i) $250.0 from THL and (ii) $625.0 from a committed senior increasing rate bridge loan (the “Bridge Loan”), which was funded in fiscal 2018 prior to the closing of the 8th Avenue Transactions (see Note 17). THL received 2.5 shares of 8th Avenue preferred stock with an 11% cumulative, quarterly compounding dividend and a $100.00 per share liquidation value and shares of common stock equal to 39.5% of the common equity in 8th Avenue. During the three and six months ended March 31, 2019, the Company recorded gains of $2.6 and $127.3, respectively, related to the 8th Avenue Transactions, which were reported as “Gain on sale of business” in the Condensed Consolidated Statements of Operations. Such gains recorded in the six months ended March 31, 2019 included foreign exchange losses previously recorded in accumulated other comprehensive income (“OCI”) of $42.1. Effective October 1, 2018, 8th Avenue was no longer consolidated

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in the Company's financial statements and the 60.5% common equity retained interest in 8th Avenue is accounted for using the equity method. For additional information regarding the Company’s equity method investment in 8th Avenue, refer to Note 9.

In order to calculate the recorded gains related to the 8th Avenue Transactions of $127.3, management was required to estimate the fair value of the Company’s equity method investment in 8th Avenue. In making this estimate, management used an approach combining the estimated implied value from the 8th Avenue Transactions, an income approach and a market approach, in which the greatest value was placed on the implied value from the 8th Avenue Transactions. In order to calculate the fair value implied by the 8th Avenue Transactions, management was required to estimate the value of the 8th Avenue equity. In making this estimate, management used a lattice model, which required significant assumptions, including estimates for the term, credit spread, yield volatility and risk free rates associated with 8th Avenue’s preferred stock. The income approach was based on discounted future cash flows and required significant assumptions, including estimates regarding future revenue, profitability and capital requirements. The market approach was based on a market multiple (revenue and EBITDA, which stands for earnings before interest, income taxes, depreciation and amortization) and required an estimate of appropriate multiples based on the market data.

On January 12, 2018, the Company completed its acquisition of Bob Evans Farms, Inc. (“Bob Evans”), resulting in the Company owning all of the outstanding shares of Bob Evans common stock. At closing, the Company paid each holder of shares of Bob Evans common stock, other than holders who demanded appraisal of their shares under Delaware law and had not withdrawn their demands as of the closing date, $77.00 per share, resulting in a payment at closing of $1,381.2 (which, in addition to the amounts paid to Bob Evans stockholders, includes amounts paid to retire certain debt and other obligations of Bob Evans). Any shares of Bob Evans common stock subject to appraisal as of the closing date were canceled and no longer outstanding after closing. The closing payment did not include any amounts due to former holders of approximately 4.35 shares of Bob Evans common stock who demanded appraisal under Delaware law and had not withdrawn their demands as of the closing date. At September 30, 2018, former holders of 3.3 shares of Bob Evans common stock had not withdrawn their appraisal demands and had not been paid for their shares of Bob Evans common stock. Related to these shares, the Company accrued $267.0 at September 30, 2018, which was the number of shares of Bob Evans common stock for which former Bob Evans stockholders demanded appraisal and had not withdrawn their demands multiplied by the $77.00 per share merger consideration, plus accrued interest at the Federal Reserve Discount Rate plus a spread of 5.00%. In December 2018, the Company made payments of $257.6 to the former holders of Bob Evans common stock who had demanded appraisal and had not been paid for their shares. The payments constitute a settlement with one former stockholder as well as prepayments of the $77.00 per share merger consideration to the remaining former stockholders. At March 31, 2019, the Company had a remaining accrual of $14.0, which represents the accrued interest at the Federal Reserve Discount Rate plus a spread of 5.00% related to 2.5 shares for which the $77.00 per share merger consideration was paid. Additional payments related to these 2.5 shares could be made in the future. The liabilities were reported in “Other current liabilities” and “Other liabilities” on the Condensed Consolidated Balance Sheets at March 31, 2019 and September 30, 2018, respectively. For additional information regarding the proceedings brought by former holders of Bob Evans common stock who demanded appraisal under Delaware law, refer to Note 16.

Bob Evans is a producer of refrigerated potato and pasta side dishes, pork sausage and a variety of refrigerated and frozen convenience food items. Bob Evans is reported in two reportable segments. The results of Bob Evans’s foodservice operations are reported in the Foodservice segment and the results of Bob Evans’s retail operations are reported in the Refrigerated Retail segment (see Note 20). Based upon the purchase price allocation, the Company recorded $376.0 of customer relationships to be amortized over a weighted-average period of 18 years, $6.0 of definite-lived trademarks to be amortized over a weighted-average period of 10 years and $400.0 of indefinite-lived trademarks.

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The goodwill generated by the Company’s acquisition of Bob Evans is not deductible for U.S. federal income tax purposes; however, $13.8 of goodwill generated by business combinations completed by Bob Evans in periods prior to its acquisition was transferred to Post and is tax deductible.

The following table provides the final allocation of the purchase price related to the fiscal 2018 acquisition of Bob Evans based upon the fair value of assets and liabilities assumed, including the provisional amounts recognized related to the acquisition as of September 30, 2018, as well as measurement period adjustments made during fiscal 2019. The allocation of purchase price was finalized as of December 31, 2018, and no additional adjustments have been or will be made.

Acquisition Date Amounts Recognized as of September 30, 2018 (a) Adjustments During Fiscal 2019 Acquisition Date Amounts Recognized (as Adjusted)
Cash and cash equivalents $ 15.6
$ —
$ 15.6
Receivables 58.5
—
58.5
Inventories 27.1
—
27.1
Prepaid expenses and other current assets 34.3
—
34.3
Property 184.3
—
184.3
Goodwill 898.3
(0.7 ) 897.6
Other intangible assets 782.0
—
782.0
Other assets 0.4
—
0.4
Accounts payable (18.2 ) —
(18.2 )
Other current liabilities (58.5 ) —
(58.5 )
Deferred tax liability - long-term (194.9 ) 0.7
(194.2 )
Other liabilities (5.3 ) —
(5.3 )
Total acquisition cost $ 1,723.6
$ —
$ 1,723.6

~~(a) As previously reported in Post’s Annual Report on Form 10-K for fiscal 2018 filed with the SEC on November 16, 2018.~~

~~Transaction-related Expenses~~

The Company incurs transaction-related expenses in connection with both completed and contemplated acquisitions, divestitures and mergers. These expenses generally include third party costs for due diligence, advisory services and transaction success fees. Transaction-related expenses of $3.8 and $14.5 were incurred during the three and six months ended March 31, 2019, respectively, and $20.9 and $24.0 were incurred during the three and six months ended March 31, 2018, respectively. These expenses were recorded as “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Operations. Transaction-related expenses included costs attributable to the 8th Avenue Transactions of $0.8 and $9.9 for the three and six months ended March 31, 2019, respectively, and $1.3 and $2.0 for the three and six months ended March 31, 2018, respectively.

~~Pro Forma Information~~

The following unaudited pro forma information presents a summary of the results of operations of the Company combined with the results of Bob Evans for the periods presented as if the fiscal 2018 acquisition had occurred on October 1, 2016, along with certain pro forma adjustments. Additionally, the impact of the 8th Avenue Transactions is presented in this unaudited pro forma information as if the transactions had occurred on October 1, 2017. These pro forma adjustments give effect to the amortization of certain definite-lived intangible assets, adjusted depreciation based upon the fair value of assets acquired, interest expense related to the financing of the business combinations, inventory revaluation adjustments on acquired businesses, transaction and extinguished debt costs and related income taxes. Additionally, gains of $2.6 and $127.3 in the three and six months ended March 31, 2019, respectively, related to the 8th Avenue Transactions have been adjusted out of the current year results. The following unaudited pro forma information has been prepared for comparative purposes only and is not necessarily indicative of the results of operations as they would have been had the transactions occurred on the assumed dates, nor is it necessarily an indication of future operating results.

~~Table of Contents~~

Three Months Ended
March 31, Six Months Ended
March 31,
2019 2018 2019 2018
Pro forma net sales $ 1,387.8
$ 1,392.0
$ 2,799.1
$ 2,771.4
Pro forma net earnings available to common shareholders $ 42.0
$ 96.8
$ 84.3
$ 373.9
Pro forma basic earnings per common share $ 0.59
$ 1.45
$ 1.23
$ 5.63
Pro forma diluted earnings per common share $ 0.57
$ 1.31
$ 1.16
$ 4.96

~~NOTE 5~~ — RESTRUCTURING

In February 2018, the Company announced its plan to close its ready-to-eat (“RTE”) cereal manufacturing facility in Clinton, Massachusetts, which ~~manufactures~~manufactured certain Weetabix products distributed in North America. The transfer of production capabilities to other Post Consumer Brands facilities and the closure of the facility iswas completed at September 30, 2019. Final cash payments for employee-related costs were made in the first quarter of fiscal 2020. No additional restructuring costs have been or are expected to be ~~completed by September 2019.~~incurred in fiscal 2020. For additional information on assets held for sale related to the closure, see Note 4.

Restructuring charges and the related liabilities are shown in the following table.



	Employee-Related Costs			Accelerated Depreciation			Total
Balance, September 30, 2018	$	2.7		$	—		$	2.7
Charge to expense	1.5			4.3			5.8
Cash payments	(0.1		)	—			(0.1		)
Non-cash charges	—			(4.3		)	(4.3		)
Balance, March 31, 2019	$	4.1		$	—		$	4.1

Balance, September 30, 2019	$	0.1		$	—		$	0.1
Cash payments	(0.1		)	—			(0.1		)
Balance, March 31, 2020	$	—		$	—		$	—

Total expected restructuring charges	$	4.9		$	9.9		$	14.8
Cumulative restructuring charges incurred to date	4.9			9.9			14.8
Remaining expected restructuring charges	$	—		$	—		$	—

Employee-Related Costs Accelerated Depreciation Total
Balance at September 30, 2017 $ —
$ —
$ —
Charge to expense 1.5
0.3
1.8
Cash payments —
—
—
Non-cash charges —
(0.3 ) (0.3 )
Balance at March 31, 2018 $ 1.5
$ —
$ 1.5

Balance, September 30, 2018 $ 2.7
$ —
$ 2.7
Charge to expense 1.5
4.3
5.8
Cash payments (0.1 ) —
(0.1 )
Non-cash charges —
(4.3 ) (4.3 )
Balance, March 31, 2019 $ 4.1
$ —
$ 4.1

Total expected restructuring charge $ 5.2
$ 10.5
$ 15.7
Cumulative restructuring charges incurred to date 4.2
6.8
11.0
Remaining expected restructuring charge $ 1.0
$ 3.7
$ 4.7

~~The~~In the three and six months ended March 31, 2019, the Company incurred total restructuring charges of $3.3 and $5.8, ~~in the three and six months ended March 31, 2019, respectively, and $1.8 in the three and six months ended March 31, 2018.~~respectively. Employee-related costs were included in “Selling, general and administrative expenses” and accelerated depreciation

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expense was included in “Cost of goods sold” in the Condensed Consolidated Statements of Operations. These expenses are not included in the measure of segment performance (see Note ~~20)~~19).

NOTE 64 — ~~ASSETS~~DIVESTITURES AND ~~LIABILITIES~~AMOUNTS HELD FOR SALE

~~The major classes~~Divestiture

On October 1, 2018, 8th Avenue Food & Provisions, Inc. (“8th Avenue”) was separately capitalized through a series of ~~assets~~transactions (the “8th Avenue Transactions”), and ~~liabilities comprising “Current assets held~~8th Avenue became the holding company for ~~sale,” “Other assets held~~Post’s historical private brands business. Post received total gross proceeds of $875.0, as well as $16.8 received in the second quarter of fiscal 2019 related to final working capital adjustments, from the 8th Avenue Transactions. Post’s gross proceeds consisted of (i) $250.0 from a third party and (ii) $625.0 from a committed senior increasing rate bridge loan (the “2018 Bridge Loan”), which was funded in fiscal 2018 prior to the closing of the 8th Avenue Transactions (see Note 16). During the three and six months ended March 31, 2019, the Company recorded gains of $2.6 and $127.3, respectively (adjusted to $126.6 for the full year ended September 30, 2019), related to the 8th Avenue Transactions, which was reported as “Gain on sale~~” “Current liabilities held for sale” and “Other liabilities held for sale” on~~ of business” in the Condensed Consolidated ~~Balance Sheet as~~Statements of ~~September 30, 2018 are shown~~Operations. The gain recorded in the ~~following table. There were no assets or liabilities held for sale at~~six months ended March 31, ~~2019.~~

~~Table~~2019 included foreign exchange losses previously recorded in accumulated other comprehensive loss (“OCI”) of ~~Contents~~

September 30, 2018
Current assets held for sale
Restricted cash $ 0.7
Receivables, net 79.8
Inventories 111.6
Prepaid expenses and other current assets 1.5
Property, net (a) 1.4
$ 195.0
Other assets held for sale
Property, net (a) $ 165.1
Goodwill 417.1
Other intangible assets, net 270.4
Other assets 4.0
$ 856.6
Current liabilities held for sale
Accounts payable $ 37.4
Other current liabilities 28.2
$ 65.6
Other liabilities held for sale
Long-term debt $ 614.6
Deferred income taxes 79.9
Other liabilities 0.6
$ 695.1


~~(a)~~	In accordance with ASC Topic 360, “Property, Plant, and Equipment,” the building classified as held for sale related to the closure of the Company’s Post Consumer Brands cereal warehouse in Clinton, Massachusetts and the 8th Avenue properties held for sale are classified as current and noncurrent, respectively, on the Condensed Consolidated Balance Sheet.

$42.1. In connection with the 8th Avenue Transactions, the Company ~~had assets~~incurred transaction-related expenses of $0.8 and ~~liabilities held~~$9.9 during the three and six months ended March 31, 2019, respectively. These expenses generally included third party costs for ~~sale at September 30, 2018. On October 1, 2018, the Company completed the 8th Avenue Transactions,~~advisory services and ~~effective on that date, 8th Avenue was no longer consolidated~~transaction success fees, and were recorded as “Selling, general and administrative expenses” in the ~~Company's financial statements (see Notes 4 and 9). Additionally, at September 30, 2018,~~Condensed Consolidated Statements of Operations. No such gain or loss or transaction-related expenses were recorded during the ~~Company had a building classified as held for sale related to~~three or six months ended March 31, 2020.

Amounts Held For Sale

In connection with the closure of the Company’s Post Consumer Brands RTE cereal manufacturing facility in Clinton, Massachusetts (see Note 3), the Company had a manufacturing plant (the “Clinton Plant”) classified as held for sale with a book value of $6.0 and $8.4 at March 31, 2020 and September 30, 2019, respectively. The Company sold a portion of the Clinton Plant in March 2020. Additionally, the Company had land and a building with a combined book value of $1.5 classified as held for sale at its Post Consumer Brands RTE cereal manufacturing facility in Asheboro, North Carolina (the “Asheboro Facility”) at both March 31, 2020 and September 30, 2019. In accordance with Accounting Standards Codification (“ASC”) Topic 360, “Property, Plant, and Equipment,” these assets held for sale were classified as current, and were reported as “Prepaid expenses and other current assets” on the Condensed Consolidated Balance Sheets.

There were no held for sale gains or losses recorded in the three or six months ended March 31, 2020. A gain of $0.6 was recorded related to the sale of the Company’s Post Consumer Brands RTE cereal warehouse in Clinton, ~~Massachusetts. The building~~Massachusetts during the six months ended March 31, 2019 and was ~~sold~~included in ~~November 2018.~~

~~In connection with~~“Other operating expenses, net” in the Condensed Consolidated Statement of Operations. Related to the 8th Avenue Transactions, the Company recorded gains of $2.6 and $127.3 induring the three and six months ended March 31, 2019, respectively (adjusted to $126.6 for the full year ended September 30, 2019), which were reported as “Gain on sale of business” in the Condensed Consolidated Statements of Operations ~~as well as~~and a held for sale loss of $2.6 in the six months ended March 31, 2019, which was included in “Loss on extinguishment of debt, net” in the Condensed Consolidated Statement of Operations. During the six months ended March 31, 2019, a gain of $0.6 was recorded related to the sale of the Company’s Post Consumer Brands cereal warehouse in Clinton, Massachusetts and was included in “Other operating expense, net” in the Condensed Consolidated Statement of Operations. There were no held for sale gains or losses recorded in the three or six months ended March 31, 2018.Operations (see Note 16).

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NOTE ~~7 — GOODWILL~~

The changes in the carrying amount of goodwill by segment are noted in the following table. Goodwill for the historical Private Brands segment was classified as held for sale at September 30, 2018 (see Note 6).

On October 1, 2018, the Company completed the reorganization of its refrigerated foods businesses, which resulted in the assignment of the foodservice and retail components previously included in the historical Refrigerated Food segment to its Foodservice and Refrigerated Retail segments. In connection with the reorganization, the Company assigned goodwill previously reported within the historical Refrigerated Food segment to reporting units within the Foodservice and Refrigerated Retail segments. The historical Refrigerated Food segment contained two reporting units: refrigerated food and cheese and dairy. The Company’s cheese and dairy reporting unit was not impacted by the reorganization and is now reported within the Refrigerated Retail segment. The remaining goodwill balance within the refrigerated food reporting unit was allocated between the Foodservice and Refrigerated Retail segments based on the relative fair value of the businesses. The fair values of the foodservice and refrigerated retail businesses were determined using methodologies consistent with the Company’s annual goodwill impairment assessment.

Post Consumer Brands Weetabix Foodservice Refrigerated Retail Active Nutrition Total
Balance, September 30, 2018
Goodwill (gross) $ 2,012.0
$ 900.9
$ 1,336.1
$ 793.8
$ 180.7
$ 5,223.5
Accumulated impairment losses (609.1 ) —
—
—
(114.8 ) (723.9 )
Goodwill (net) $ 1,402.9
$ 900.9
$ 1,336.1
$ 793.8
$ 65.9
$ 4,499.6
Acquisition related adjustment —
—
(0.5 ) (0.2 ) —
(0.7 )
Currency translation adjustment (0.2 ) 0.2
—
—
—
—
Balance, March 31, 2019
Goodwill (gross) $ 2,011.8
$ 901.1
$ 1,335.6
$ 793.6
$ 180.7
$ 5,222.8
Accumulated impairment losses (609.1 ) —
—
—
(114.8 ) (723.9 )
Goodwill (net) $ 1,402.7
$ 901.1
$ 1,335.6
$ 793.6
$ 65.9
$ 4,498.9

~~NOTE 8 — INTANGIBLE ASSETS, NET~~

~~Total intangible assets are as follows:~~

March 31, 2019 September 30, 2018
Carrying
Amount
Accumulated
Amortization
Net
Amount Carrying
Amount
Accumulated
Amortization
Net
Amount
Subject to amortization:
Customer relationships $ 2,307.0
$ (503.9 ) $ 1,803.1
$ 2,307.0
$ (444.4 ) $ 1,862.6
Trademarks and brands 815.2
(209.4 ) 605.8
768.5
(188.2 ) 580.3
Other intangible assets 3.1
(3.1 ) —
3.1
(3.1 ) —
3,125.3
(716.4 ) 2,408.9
3,078.6
(635.7 ) 2,442.9
Not subject to amortization:
Trademarks and brands 1,049.7
—
1,049.7
1,096.4
—
1,096.4
$ 4,175.0
$ (716.4 ) $ 3,458.6
$ 4,175.0
$ (635.7 ) $ 3,539.3

~~NOTE 9~~5 — EQUITY INTERESTS AND RELATED PARTY TRANSACTIONS

BellRing

As a result of the IPO on October 21, 2019 (see Note 1), the Company (other than BellRing and its subsidiaries) owned 71.2% of the BellRing LLC units and one share of Class B Common Stock. The Class B Common Stock has voting rights but no rights to dividends or other economic rights. For so long as the Company (other than BellRing and its subsidiaries) directly owns more than 50% of the BellRing LLC units, the Class B Common Stock represents 67% of the combined voting power of the BellRing Common Stock, which provides the Company control over BellRing’s board of directors and results in the full consolidation of BellRing and its subsidiaries into the Company’s financial statements. The remaining interest in BellRing’s consolidated net income and net assets will be allocated to NCI. The BellRing LLC units held by the Company include a redemption feature that allows the Company to, at BellRing LLC’s option (as determined by its board of managers), redeem BellRing LLC units for either (i) Class A Common Stock of BellRing or (ii) cash equal to the market value of the BellRing Class A Common Stock at the time of redemption.

In the event the Company (other than BellRing and its subsidiaries) holds 50% or less of the BellRing LLC units, the holder of the share of Class B Common Stock will be entitled to a number of votes equal to the number of BellRing LLC units held by all persons other than BellRing and its subsidiaries. In such situation, the Company, as the holder of the share of Class B Common Stock, will only be entitled to cast a number of votes equal to the number of BellRing LLC units held by the Company (other than BellRing and its subsidiaries). Also, in such situation, if any BellRing LLC units are held by persons other than the Company, then the Company, as the holder of the share of Class B Common Stock, will cast the remainder of votes to which the share of Class B Common Stock is entitled only in accordance with the instructions and directions from such other holders of the BellRing LLC units.

As of March 31, 2020, the Company owned 71.2% of the BellRing LLC units and the net income and net assets of BellRing and its subsidiaries were consolidated within the Company’s financial statements, and the remaining 28.8% of the consolidated net income and net assets of BellRing and its subsidiaries, representing the percentage of economic interest in BellRing LLC held by BellRing (and therefore indirectly held by the public stockholders of BellRing through their ownership of the Class A Common Stock), were allocated to NCI.

The following table summarizes the effects of changes in ownership of BellRing on the Company’s equity:



	Three Months Ended March 31, 2020			Six Months Ended March 31, 2020
Increase in additional paid-in capital related to net proceeds from IPO	$	—		$	524.4
(Decrease) increase in additional paid-in capital related to establishment of noncontrolling interest	(1.4		)	64.9
Decrease in additional paid-in capital related to tax effects of IPO	—			(133.7		)
Net transfers (to) from noncontrolling interest	$	(1.4	)	455.6

8th Avenue

~~In connection with the 8th Avenue Transactions, the~~The Company has a 60.5% common equity ~~retained~~ interest in 8th Avenue that is accounted for using the equity method. In determining the accounting treatment of the ~~retained~~common equity interest, management concluded that 8th Avenue was not a variable interest entity as defined by ASC Topic 810, “Consolidation” and, as such, was evaluated under the voting interest model. Based on the terms of 8th Avenue’s governing documents, management determined that the Company does not have a controlling voting interest in 8th Avenue due to substantive participating rights held by ~~THL~~third parties associated with the governance of 8th Avenue. However, Post does retain significant influence, and therefore, the use of the equity method of accounting is required.

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The following table presents the calculation of the Company’s equity method loss attributable to 8th Avenue:



	Three Months Ended March 31,						Six Months Ended March 31,
	2020			2019			2020			2019
8th Avenue’s net loss available to 8th Avenue’s common shareholders	$	(15.2	)	$	(11.3	)	$	(23.9	)	$	(22.8	)
	60.5		%	60.5		%	60.5		%	60.5		%
Equity method loss available to Post	$	(9.2	)	$	(6.8	)	$	(14.5	)	$	(13.8	)
Less: Amortization of basis difference, net of tax (a)	1.7			1.8			3.4			5.4
Equity method loss, net of tax	$	(10.9	)	$	(8.6	)	$	(17.9	)	$	(19.2	)

Three Months Ended
March 31, 2019 Six Months Ended
March 31, 2019
8th Avenue’s net loss available to 8th Avenue’s common shareholders $ (11.3 ) $ (22.8 )
60.5 % 60.5 %
Equity method loss available to Post $ (6.8 ) $ (13.8 )
Less: Amortization of basis difference, net of tax (a) 1.8
5.4
Equity method loss, net of tax $ (8.6 ) $ (19.2 )

(a)

The Company adjusted the historical basis of 8th Avenue’s assets and liabilities to fair value and recognized a ~~total~~ basis difference of ~~$70.3, which represents Post’s retained portion of the gain on sale.~~$70.3. The basis difference related to inventory of $2.0, net of tax, was included in equity method loss in the six months ended March 31, 2019. The basis difference related to property, plant and equipment and other intangible assets is being amortized over the weighted average useful lives of the assets. At March 31, 2020 and September 30, 2019, the remaining basis difference to be amortized was ~~$64.9.~~$58.1 and $61.5, respectively.

Summarized financial information of 8th Avenue is presented in the following table.



	Three Months Ended March 31,						Six Months Ended March 31,
	2020			2019			2020			2019
Net sales	$	233.1		$	213.7		$	451.5		$	427.8
Gross profit	$	41.2		$	35.5		$	79.6		$	69.2

Net loss	$	(7.2	)	$	(4.2	)	$	(8.1	)	$	(8.7	)
Less: Preferred stock dividend	8.0			7.1			15.8			14.1
Net Loss Available to 8th Avenue Common Shareholders	$	(15.2	)	$	(11.3	)	$	(23.9	)	$	(22.8	)

Three Months Ended
March 31, 2019 Six Months Ended
March 31, 2019
Net sales $ 213.7
$ 427.8
Gross profit $ 35.5
$ 69.2

Net loss $ (4.2 ) $ (8.7 )
Less: Preferred stock dividend 7.1
14.1
Net Loss Available to 8th Avenue Common Shareholders $ (11.3 ) $ (22.8 )

Prior to the 8th Avenue Transactions, Post’s historical private brands business used certain functions and services performed by the Company. These functions and services included information systems, procurement, accounting shared services, legal, tax, human resources, payroll and cash management. After the completion of the 8th Avenue Transactions, theThe Company ~~continued to provide many of these~~provides services to 8th Avenue under a master services agreement ~~(“MSA”~~(the “MSA”)~~. In addition, Post and THL both provide~~, as well as certain advisory services ~~to 8th Avenue~~ for a fee. ~~During~~The Company recorded MSA and advisory income of $1.0 and $2.0 during the three and six months ended March 31, ~~2019, the Company recorded MSA~~2020, respectively, and ~~advisory income of~~ $1.1 and $2.1 during the three and six months ended March 31, 2019, respectively, which were recorded in “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Operations. ~~No such income was recorded in~~

During the three and six months ended March 31, ~~2018.~~

2020, the Company had net sales to 8th Avenue of $1.6 and $3.2, respectively, and purchases from and royalties paid to 8th Avenue of $2.4 and $5.2, respectively. During the three and six months ended March 31, 2019, the Company had net sales to 8th Avenue of $0.9 and $2.0, respectively, and purchases from and royalties paid to 8th Avenue of $2.8 and $5.1, respectively. Sales and purchases between the Company and 8th Avenue were all made at arm’s-length. The investment in 8th Avenue was ~~$158.3~~$122.6 and $140.5 at March 31, 2020 and September 30, 2019, respectively, and was included in “Equity method investments” on the Condensed Consolidated Balance ~~Sheet.~~Sheets. The Company had current receivables, current payables and ~~payables~~a long-term liability with 8th Avenue of ~~$3.0~~$3.7, $1.2 and $0.7, respectively, at March 31, ~~2019,~~2020 and current receivables, current payables and a long-term liability of $5.1, $0.6 and $0.7, respectively, at September 30, 2019. The current receivables, current payables and long-term liability, which related to the separation of 8th Avenue from the Company, ~~the closing of the 8th Avenue Transactions, including the~~ MSA fees, pass through charges owed by 8th Avenue to the Company and related party sales and ~~purchases. The receivables and payables~~purchases, were included in “Receivables, ~~net”~~net,” “Accounts payable” and ~~“Accounts payable,~~“Other liabilities,” respectively, on the Condensed Consolidated Balance ~~Sheet.~~Sheets.

Alpen and Weetabix East Africa

The Company holds an equity interest in ~~two~~2 legal entities, Alpen Food Company South Africa ~~(Proprietary)~~(Pty) Limited (“Alpen”) and Weetabix East Africa Limited (“Weetabix East Africa”)~~, whose assets are reported in the Weetabix segment (see Note 20)~~.

Alpen is a South African-based company that produces ~~ready-to-eat (“RTE”)~~RTE cereal and muesli. The Company owns 50% of Alpen’s common stock with no other indicators of control, and accordingly, the Company accounts for its investment in Alpen using the equity method. The investment in Alpen was ~~$4.8~~$3.8 and ~~$5.2~~$5.0 at March 31, ~~2019~~2020 and September 30, ~~2018,~~2019, respectively, and was included in “Equity method investments” on the Condensed Consolidated Balance Sheets. The Company had a note receivable balance with Alpen of ~~$1.0~~$0.4 and ~~$1.0~~$0.5 at March 31, ~~2019~~2020 and September 30, ~~2018,~~2019, respectively, which was included in “Other assets” on the Condensed Consolidated Balance Sheets.

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Weetabix East Africa is a Kenyan-based company that produces RTE cereal and muesli. The Company owns 50.1% of Weetabix East Africa and holds a controlling voting and financial interest through its appointment of management and representation on

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Weetabix East Africa’s ~~Board~~board of ~~Directors.~~directors. Accordingly, Weetabix East Africa is fully consolidated into the Company’s financial ~~statements.~~statements and its assets and results from operations are reported in the Weetabix segment (see Note 19). The remaining interest in the consolidated net income and net assets of Weetabix East Africa is allocated to NCI.

NOTE 106 — INCOME TAXES

The effective income tax rate was 21.2% and 21.7% for the three and six months ended March 31, 2020, respectively, and (28.0)% and 14.5% ~~during~~for the three and six months ended March 31, 2019, ~~respectively, and 20.7% and (149.5)% for the three and six months ended March 31, 2018,~~ respectively. In accordance with ASC Topic 740, “Income Taxes,” the Company records income tax (benefit) expense for interim periods using the estimated annual effective income tax rate for the full fiscal year adjusted for the impact of discrete items occurring during the interim periods.

In the fiscal 2019 periods, the effective income tax rates differed significantly from the statutory rate as a result of $21.2 of discrete tax benefit items occurring in the three months ended March 31, 2019, of which $17.6 related to excess tax benefits for share-based payments.

InOn March 27, 2020, the ~~six months ended March 31, 2018, the Company recorded an income tax benefit of $231.9. This benefit was driven by the Tax Cuts~~Coronavirus Aid, Relief, and ~~Jobs~~Economic Security (“CARES”) Act ~~(the “Tax Act”), which~~ was enacted ~~on December 22, 2017. The Tax~~and signed into law. Certain provisions of the CARES Act ~~resulted in significant impacts to~~impact the Company’s accounting for income taxes, ~~with~~such as modifications to the ~~most significant~~limitation of ~~these impacts resulting from~~business interest expense deductibility for tax years beginning in 2019 and 2020, and have been accounted for within the ~~reduction of the U.S. federal corporate income tax rate, a one-time transition tax on unrepatriated foreign earnings~~three and full expensing of certain qualified depreciable assets placed in service after September 27, 2017 and before January 1, 2023. The Tax Act enacted a new U.S. federal corporate income tax rate of 21% that went into effect for the Company’s 2019 tax year and was prorated with the pre-December 22, 2017 U.S. federal corporate income tax rate of 35% for the Company’s 2018 tax year. This proration resulted in a blended U.S. federal corporate income tax rate of 24.5% for fiscal 2018. During the six months ended March 31, ~~2018, the Company (i) remeasured its existing deferred tax assets and liabilities considering both the 2018 fiscal year blended rate and the 21% rate for periods beyond fiscal 2018 and recorded~~2020. The CARES Act did not have a provisional tax benefit of $272.4 (adjusted to $281.2 during the year ended September 30, 2018) and (ii) calculated the one-time transition tax and recorded provisional tax expense of $7.1 (adjusted to $10.3 during the year ended September 30, 2018). Full expensing of certain depreciable assets resulted in temporary differences, which were analyzed throughout fiscal 2018 as assets were placed in service. Included in (i) above is a tax benefit adjustment of $1.7, recorded in the three months ended March 31, 2018, to further refine the remeasurement made in the first quarter of fiscal 2018 ofmaterial impact on the Company’s ~~existing deferred tax assets~~financial statements as its impact primarily related to immaterial short and ~~liabilities considering both~~long-term classifications on the ~~2018 fiscal year blended rate and the 21% rate for periods beyond fiscal 2018. The impacts of the Tax Act have been finalized, and no additional adjustments were or will be recorded in fiscal 2019.~~Condensed Consolidated Balance Sheet.

NOTE 117 —(LOSS) EARNINGS PER SHARE

Basic (loss) earnings per share is based on the average number of common shares outstanding during the period. Diluted (loss) earnings per share is based on the average number of shares used for the basic (loss) earnings per share calculation, adjusted for the dilutive effect of stock options, stock appreciation rights and restricted stock equivalents using the “treasury stock” method. The impact of potentially dilutive convertible preferred stock iswas calculated using the “if-converted” method. In addition, “Net (loss) earnings for diluted (loss) earnings per share” in the second quarter of fiscal 2019, the Company completed the redemption of its 2.5% Series C Cumulative Perpetual Convertible Preferred Stock (“Series C Preferred”). Substantially all of the 3.2 shares of Series C Preferred outstanding as of January 10, 2019, the date the Series C Preferred redemption was announced, were converted into 5.9 shares oftable below has been adjusted for the Company’s ~~common stock pursuant~~share of BellRing’s consolidated net (loss) earnings for diluted (loss) earnings per share, to the conversion rights applicable to the Series C Preferred, and the remaining shares of Series C Preferred were redeemed. In the second quarter of fiscal 2018, the Company completed the redemption of its 3.75% Series B Cumulative Perpetual Convertible Preferred Stock (“Series B Preferred”). Substantially all of the 1.5 shares of Series B Preferred outstanding as of January 10, 2018, the date the Series B Preferred redemption was announced, were converted into 3.1 shares of the Company’s common stock pursuant to the conversion rights applicable to the Series B Preferred, and the remaining shares of Series B Preferred were redeemed. For additional information regarding the Series B Preferred and Series C Preferred redemptions, refer to Note 19.extent it is dilutive.

The following table sets forth the computation of basic and diluted (loss) earnings per share.



	Three Months Ended March 31,					Six Months Ended March 31,
	2020			2019		2020			2019
Net (loss) earnings for basic (loss) earnings per share	$	(191.4	)	$	43.0	$	(92.2	)	$	166.6
Dilutive impact of BellRing net earnings	—			—		—			—
Dilutive preferred stock dividends	—			1.0		—			3.0
Net (loss) earnings for diluted (loss) earnings per share	$	(191.4	)	$	44.0	$	(92.2	)	$	169.6

Weighted-average shares for basic (loss) earnings per share	69.3			70.6		70.0			68.6
Effect of dilutive securities:
Stock options	—			1.7		—			1.9
Stock appreciation rights	—			0.1		—			0.1
Restricted stock units	—			0.4		—			0.4
Preferred shares conversion to common	—			2.5		—			4.2
Total dilutive securities	—			4.7		—			6.6
Weighted-average shares for diluted (loss) earnings per share	69.3			75.3		70.0			75.2

Basic (loss) earnings per common share	$	(2.76	)	$	0.61	$	(1.32	)	$	2.43
Diluted (loss) earnings per common share	$	(2.76	)	$	0.58	$	(1.32	)	$	2.26

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Three Months Ended
March 31, Six Months Ended
March 31,
2019 2018 2019 2018
Net earnings for basic earnings per share $ 43.0
$ 88.9
$ 166.6
$ 380.4
Dilutive preferred stock dividends 1.0
2.6
3.0
6.0
Net earnings for diluted earnings per share $ 44.0
$ 91.5
$ 169.6
$ 386.4

Weighted-average shares for basic earnings per share 70.6
66.8
68.6
66.4
Effect of dilutive securities:
Stock options 1.7
1.7
1.9
1.7
Stock appreciation rights 0.1
0.1
0.1
0.1
Restricted stock awards 0.4
0.2
0.4
0.3
Preferred shares conversion to common 2.5
7.2
4.2
8.1
Total dilutive securities 4.7
9.2
6.6
10.2
Weighted-average shares for diluted earnings per share 75.3
76.0
75.2
76.6

Basic earnings per common share $ 0.61
$ 1.33
$ 2.43
$ 5.73
Diluted earnings per common share $ 0.58
$ 1.20
$ 2.26
$ 5.04

The following table details the securities that have been excluded from the calculation of weighted-average shares for diluted (loss) earnings per share as they were anti-dilutive.



	Three Months Ended March 31,		Six Months Ended March 31,
	2020	2019	2020	2019
Stock options	1.7	0.1	1.7	0.4
Stock appreciation rights	0.1	—	0.1	—
Restricted stock units	1.0	—	1.0	—
Performance-based restricted stock awards	0.2	—	0.2	—

NOTE 8 — INVENTORIES



	March 31, 2020		September 30, 2019
Raw materials and supplies	$	101.2	$	99.4
Work in process	16.2		19.4
Finished products	418.7		425.4
Flocks	32.9		35.6
	$	569.0	$	579.8

NOTE 9 — PROPERTY, NET



	March 31, 2020			September 30, 2019
Property, at cost	$	2,824.2		$	2,736.9
Accumulated depreciation	(1,095.0		)	(1,000.9		)
	$	1,729.2		$	1,736.0

NOTE 10 — GOODWILL

The changes in the carrying amount of goodwill by segment are noted in the following table.



	Post Consumer Brands			Weetabix		Foodservice		Refrigerated Retail			BellRing Brands			Total
Balance, September 30, 2019
Goodwill (gross)	$	2,011.8		$	850.7	$	1,335.6	$	793.6		$	180.7		$	5,172.4
Accumulated impairment losses	(609.1		)	—		—		(48.7		)	(114.8		)	(772.6		)
Goodwill (net)	$	1,402.7		$	850.7	$	1,335.6	$	744.9		$	65.9		$	4,399.8
Currency translation adjustment	(0.3		)	5.1		—		—			—			4.8
Balance, March 31, 2020
Goodwill (gross)	$	2,011.5		$	855.8	$	1,335.6	$	793.6		$	180.7		$	5,177.2
Accumulated impairment losses	(609.1		)	—		—		(48.7		)	(114.8		)	(772.6		)
Goodwill (net)	$	1,402.4		$	855.8	$	1,335.6	$	744.9		$	65.9		$	4,404.6

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Three Months Ended
March 31, Six Months Ended
March 31,
2019 2018 2019 2018
Stock options 0.1
0.6
0.4
0.6

NOTE 11 — INTANGIBLE ASSETS, NET

Total intangible assets are as follows:



	March 31, 2020							September 30, 2019
	Carrying Amount		Accumulated Amortization			Net Amount		Carrying Amount		Accumulated Amortization			Net Amount
Subject to amortization:
Customer relationships	$	2,298.2	$	(621.6	)	$	1,676.6	$	2,297.2	$	(562.2	)	$	1,735.0
Trademarks and brands	793.9		(245.9		)	548.0		793.7		(225.2		)	568.5
Other intangible assets	3.1		(3.1		)	—		3.1		(3.1		)	—
	3,095.2		(870.6		)	2,224.6		3,094.0		(790.5		)	2,303.5
Not subject to amortization:
Trademarks and brands	1,036.5		—			1,036.5		1,035.0		—			1,035.0
	$	4,131.7	$	(870.6	)	$	3,261.1	$	4,129.0	$	(790.5	)	$	3,338.5

NOTE 12 ~~— INVENTORIES~~

March 31,
2019 September 30,
2018
Raw materials and supplies $ 97.6
$ 107.8
Work in process 17.0
17.8
Finished products 406.3
324.1
Flocks 34.2
34.5
$ 555.1
$ 484.2

~~NOTE 13 — PROPERTY, NET~~

March 31,
2019 September 30,
2018
Property, at cost $ 2,647.4
$ 2,543.0
Accumulated depreciation (928.7 ) (833.3 )
$ 1,718.7
$ 1,709.7

~~NOTE 14~~ — DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING

In the ordinary course of business, the Company is exposed to commodity price risks relating to the ~~acquisition~~purchases of raw materials and supplies, interest rate risks relating to ~~floating~~variable rate debt and foreign currency exchange rate risks. The Company utilizes derivative financial instruments, including (but not limited to) futures contracts, option contracts, forward contracts and swaps, to manage certain of these exposures by hedging when it is practical to do so. The Company does not hold or issue financial instruments for speculative or trading purposes.

At March 31, ~~2019,~~2020, the Company’s derivative instruments consisted of:

Not designated as hedging instruments under ASC Topic 815

Commodity and energy futures and option contracts, which relate to inputs that generally will be utilized within the next ~~year;~~two years;

foreign currency forward contracts maturing within the next ~~year~~six months that have the effect of hedging currency fluctuations between the Euro and ~~the U.S. Dollar;~~Pound Sterling;

a pay-fixed, receive-variable interest rate swap maturing in May 2021 that requires monthly settlements and has the effect of hedging interest payments on debt expected to be issued but not yet priced; and

~~rate-lock~~ interest rate swaps that ~~require six lump sum settlements with the first settlement occurring in December 2019 and the last in July 2023 and~~ have the effect of hedging interest payments on debt expected to be issued but not yet ~~priced.~~priced, including:


◦	pay-fixed, receive-variable interest rate swaps maturing in May 2021 and May 2024 that require monthly settlements;


◦	rate-lock interest rate swaps that require nine lump sum settlements with the first settlement occurring in July 2020 and the last in July 2026; and


◦	interest rate swaps that give the Company the option of pay-variable, receive-fixed lump sum settlements with the first settlement occurring in July 2020 and the last in July 2021.

Designated as hedging instruments under ASC Topic 815

Pay-fixed, ~~receive-fixed cross-currency~~receive-variable interest rate swaps ~~with maturities~~maturing in ~~July~~December 2022 that require ~~quarterly cash~~monthly settlements and are used as ~~net investment hedges of the Company’s investment in Weetabix, which is denominated in Pounds Sterling; and~~

~~a pay-fixed, receive-variable interest rate swap maturing in May 2024 that requires monthly settlements and is used as a~~ cash flow ~~hedge~~hedges of forecasted interest payments on ~~the Company’s~~BellRing’s variable rate debt.

Interest rate swaps

In the first quarter of fiscal 2020, contemporaneously with the repayment of its term ~~loan.~~

loan, the Company changed the designation of one of its interest rate swap contracts from a cash flow hedge to a non-designated hedging instrument. In connection with the de-designation, the Company reclassified losses previously recorded in accumulated OCI of $7.2 to “Interest expense, net” in the Condensed Consolidated Statement of Operations for the six months ended March 31, 2020. In the first quarter of fiscal 2019, the Company terminated $800.0 ~~and $214.2~~ notional value of its interest rate ~~swap and cross-currency swap contracts, respectively,~~swaps that were designated as hedging instruments. In connection with ~~the interest rate swap terminations,~~this termination, the Company received cash proceeds of $29.8, and reclassified previously recorded gains from accumulated OCI to “Interest expense, net” in the Condensed Consolidated Statement of Operations for the six months ended March 31, 2019.

Cross-currency swaps

The Company terminated $448.7 and $214.2 notional value of its cross-currency swap contracts that were designated as hedging instruments during the second quarter of fiscal 2020 and the first quarter of fiscal 2019, respectively. In connection with ~~the cross-currency swap~~these terminations, the Company received cash proceeds of $50.3 during the three and six months ended March 31, 2020 and $26.2 during

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the six months ended March 31, 2019, both of which were recorded to accumulated OCI. Reclassification of amounts recorded in accumulated OCI into earnings will only occur in the event ~~all~~ United Kingdom-based operations are substantially liquidated.

As of January 1, 2018, the Company changed the designation of its foreign currency forward contracts from a cash flow hedge to a non-designated hedging instrument. In connection with the new designation, the Company reclassified gains previously recorded in accumulated OCI of $1.8, of which $1.3 was reclassified to “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Operations for the three and six months ended March 31, 2018.

The following table shows the notional amounts of derivative instruments held.



	March 31, 2020		September 30, 2019
Not designated as hedging instruments under ASC Topic 815:
Commodity contracts	$	53.4	$	47.1
Energy contracts	93.0		39.8
Foreign exchange contracts - Forward contracts	3.3		—
Interest rate swaps	272.4		73.1
Interest rate swaps - Rate-lock swaps	1,774.3		1,531.0
Interest rate swaps - Options	650.0		—
Designated as hedging instruments under ASC Topic 815:
Foreign exchange contracts - Cross-currency swaps	—		448.7
Interest rate swaps	350.0		200.0

March 31,
2019 September 30,
2018
Not designated as hedging instruments under ASC Topic 815:
Commodity contracts $ 33.0
$ 64.3
Energy contracts 49.3
20.8
Foreign exchange contracts - Forward contracts 4.0
9.3
Interest rate swap 73.9
74.6
Interest rate swaps - Rate-lock swaps 1,649.3
1,649.3
Designated as hedging instruments under ASC Topic 815:
Foreign exchange contracts - Cross-currency swaps 448.7
662.9
Interest rate swap 200.0
1,000.0

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The following table presents the balance sheet location and fair value of the Company’s derivative instruments, along with the portion designated as hedging instruments under ASC Topic 815. The Company does not offset derivative assets and liabilities within the Condensed Consolidated Balance Sheets.



		Fair Value				Portion Designated as Hedging Instruments
	Balance Sheet Location	March 31, 2020		September 30, 2019		March 31, 2020		September 30, 2019
Asset Derivatives:
Commodity contracts	Prepaid expenses and other current assets	$	2.3	$	1.9	$	—	$	—
Energy contracts	Prepaid expenses and other current assets	0.2		0.7		—		—
Commodity contracts	Other assets	1.7		0.1		—		—
Energy contracts	Other assets	0.3		—		—		—
Foreign exchange contracts	Prepaid expenses and other current assets	0.1		1.3		—		1.3
Foreign exchange contracts	Other assets	—		19.2		—		19.2
Interest rate swaps	Prepaid expenses and other current assets	7.8		—		—		—
Interest rate swaps	Other assets	13.1		—		—		—
		$	25.5	$	23.2	$	—	$	20.5

Liability Derivatives:
Commodity contracts	Other current liabilities	$	5.1	$	1.0	$	—	$	—
Energy contracts	Other current liabilities	14.9		1.5		—		—
Energy contracts	Other liabilities	7.8		0.1		—		—
Interest rate swaps	Other current liabilities	99.2		85.1		3.8		1.6
Interest rate swaps	Other liabilities	464.2		330.4		6.8		6.2
		$	591.2	$	418.1	$	10.6	$	7.8

Fair Value Portion Designated as Hedging Instruments
Balance Sheet Location March 31,
2019 September 30,
2018 March 31,
2019 September 30,
2018
Asset Derivatives:
Commodity contracts Prepaid expenses and other current assets $ 1.1
$ 1.9
$ —
$ —
Energy contracts Prepaid expenses and other current assets 4.7
4.9
—
—
Commodity contracts Other assets 1.5
0.2
—
—
Energy contracts Other assets —
0.3
—
—
Foreign exchange contracts Prepaid expenses and other current assets —
1.2
—
1.1
Foreign exchange contracts Other assets —
17.6
—
17.6
Interest rate swaps Prepaid expenses and other current assets —
6.4
—
6.4
Interest rate swaps Other assets —
33.9
—
30.6
$ 7.3
$ 66.4
$ —
$ 55.7

Liability Derivatives:
Commodity contracts Other current liabilities $ 0.9
$ 2.2
$ —
$ —
Energy contracts Other current liabilities 0.9
0.4
—
—
Foreign exchange contracts Other current liabilities 0.9
1.5
0.9
1.4
Foreign exchange contracts Other liabilities 11.2
19.4
11.2
19.4
Interest rate swaps Other current liabilities 53.4
23.6
0.1
—
Interest rate swaps Other liabilities 176.2
94.3
0.5
—
$ 243.5
$ 141.4
$ 12.7
$ 20.8

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The following tables present the effects of the Company’s derivative instruments on the Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, ~~2019~~2020 and ~~2018.~~2019.



Derivatives Not Designated as Hedging Instruments	Statement of Operations Location	Loss (Gain) Recognized in Statement of Operations
Derivatives Not Designated as Hedging Instruments	Statement of Operations Location	2020			2019
Commodity contracts	Cost of goods sold	$	8.0		$	3.2
Energy contracts	Cost of goods sold	26.0			(8.3		)
Foreign exchange contracts	Selling, general and administrative expenses	(0.1		)	—
Interest rate swaps (a)	Expense on swaps, net	224.6			63.0

Derivatives Not Designated as Hedging Instruments Statement of Operations Location Loss (Gain) Recognized in Statement of Operations
2019 2018
Commodity contracts Cost of goods sold $ 3.2
$ (5.1 )
Energy contracts Cost of goods sold (8.3 ) (0.7 )
Interest rate swaps Expense (income) on swaps, net 63.0
(50.5 )


(a)	For the three months ended March 31, 2020 and 2019, “Expense on swaps, net” related to our interest rate swaps not designated as hedging instruments included cash settlements paid of $0.4 and $0.1, respectively.



Derivatives Designated as Hedging Instruments	Loss (Gain) Recognized in OCI including NCI					Loss (Gain) Reclassified from Accumulated OCI including NCI into Earnings						Statement of Operations Location
Derivatives Designated as Hedging Instruments	2020			2019		2020			2019			Statement of Operations Location
Interest rate swaps	$	11.0		$	2.5	$	(0.2	)	$	(0.4	)	Interest expense, net
Cross-currency swaps	(66.8		)	9.4		—			—			Expense on swaps, net

Derivatives Designated as Hedging Instruments Loss (Gain) Recognized in OCI Gain Reclassified from Accumulated OCI into Earnings Statement of Operations Location
2019 2018 2019 2018
Foreign exchange contracts $ —
$ —
$ —
$ (1.3 ) Selling, general and administrative expenses
Interest rate swaps 2.5
(20.6 ) (0.4 ) (0.5 ) Interest expense, net
Cross-currency swaps 9.4
15.2
—
—
Expense (income) on swaps, net

The following tables present the effects of the Company’s derivative instruments on the Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Comprehensive Income for the six months ended March 31, ~~2019~~2020 and ~~2018.~~2019.


Derivatives Not Designated as Hedging Instruments	Statement of Operations Location	Loss (Gain) Recognized in Statement of Operations					Statement of Operations Location	Loss (Gain) Recognized in Statement of Operations
Derivatives Not Designated as Hedging Instruments	Statement of Operations Location	2019		2018			Statement of Operations Location	2020			2019
Commodity contracts	Cost of goods sold	$	3.0	$	(4.7	)	Cost of goods sold	$	6.1		$	3.0
Energy contracts	Cost of goods sold	—		(2.9		)	Cost of goods sold	23.5			—
Foreign exchange contracts	Selling, general and administrative expenses	—		0.2			Selling, general and administrative expenses	(0.1		)	—
Interest rate swaps(a)	Expense (income) on swaps, net	114.7		(53.2		)	Expense on swaps, net	163.2			114.7


(a)	For the six months ended March 31, 2020 and 2019, “Expense on swaps, net” related to our interest rate swaps not designated as hedging instruments included cash settlements paid of $19.5 and $0.3, respectively.



Derivatives Designated as Hedging Instruments	Loss (Gain) Recognized in OCI including NCI						Loss (Gain) Reclassified from Accumulated OCI including NCI into Earnings					Statement of Operations Location
Derivatives Designated as Hedging Instruments	2020			2019			2020		2019			Statement of Operations Location
Interest rate swaps	$	9.7		$	7.1		$	7.0	$	(30.5	)	Interest expense, net
Cross-currency swaps	(32.2		)	(19.6		)	—		—			Expense on swaps, net

Derivatives Designated as Hedging Instruments Loss (Gain) Recognized in OCI Gain Reclassified from Accumulated OCI into Earnings Statement of Operations Location
2019 2018 2019 2018
Foreign exchange contracts $ —
$ (0.2 ) $ —
$ (1.3 ) Selling, general and administrative expenses
Interest rate swaps 7.1
(29.6 ) (30.5 ) (0.2 ) Interest expense, net
Cross-currency swaps (19.6 ) 25.9
—
—
Expense (income) on swaps, net

Accumulated OCI, including amounts reported as NCI, included a ~~$32.0~~$89.0 net gain on hedging instruments before taxes ($~~32.0~~67.0 after taxes) at March 31, ~~2019,~~2020, compared to a ~~$50.0~~$59.5 net gain before taxes ($~~37.4~~44.5 after taxes) at September 30, ~~2018.~~2019. Approximately ~~$0.1~~$3.8 of the net hedging losses reported in accumulated OCI at March 31, ~~2019 are~~2020 is expected to be reclassified into earnings within the next 12 months. For gains or losses associated with interest rate swaps, the reclassification will occur over the term of the related debt. Reclassification of gains and losses reported in accumulated OCI into earnings related to the cross-currency swaps will only occur in the event ~~all~~ United Kingdom-based operations are substantially liquidated. Accumulated OCI included settlements of and previously unrealized gains on cross-currency swaps of ~~$34.4~~$99.5 and ~~$4.8~~$36.5 at March 31, ~~2019~~2020 and September 30, ~~2018,~~2019, respectively. In connection with the settlements and terminations of cross-currency swaps, the Company recognized gains in accumulated OCI of ~~$1.3~~$61.6 and $63.0 during the three and six months ended March 31, 2020, respectively, and $1.3 and $29.6 during the three and six months ended March 31, 2019, ~~respectively, and $0.7 and $1.5 during the three and six months ended March 31, 2018,~~ respectively.

At March 31, ~~2019~~2020 and September 30, ~~2018,~~2019, the Company had pledged collateral of ~~$1.9~~$17.0 and ~~$4.5,~~$3.7, respectively, related to its commodity and energy contracts. These amounts are classified as “Restricted cash” on the Condensed Consolidated Balance Sheets.

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NOTE 1513 — FAIR VALUE MEASUREMENTS

The following table represents the Company’s assets and liabilities measured at fair value on a recurring basis and the basis for that measurement according to the levels in the fair value hierarchy in ASC Topic 820.



	March 31, 2020						September 30, 2019
	Total		Level 1		Level 2		Total		Level 1		Level 2
Assets:
Deferred compensation investments	$	10.6	$	10.6	$	—	$	11.2	$	11.2	$	—
Derivative assets	25.5		—		25.5		23.2		—		23.2
	$	36.1	$	10.6	$	25.5	$	34.4	$	11.2	$	23.2
Liabilities:
Deferred compensation liabilities	$	26.5	$	—	$	26.5	$	31.0	$	—	$	31.0
Derivative liabilities	591.2		—		591.2		418.1		—		418.1
	$	617.7	$	—	$	617.7	$	449.1	$	—	$	449.1

March 31, 2019 September 30, 2018
Total Level 1 Level 2 Total Level 1 Level 2
Assets:
Deferred compensation investments $ 10.6
$ 10.6
$ —
$ 43.6
$ 43.6
$ —
Derivative assets 7.3
—
7.3
66.4
—
66.4
$ 17.9
$ 10.6
$ 7.3
$ 110.0
$ 43.6
$ 66.4
Liabilities:
Deferred compensation liabilities $ 30.4
$ —
$ 30.4
$ 52.2
$ —
$ 52.2
Derivative liabilities 243.5
—
243.5
141.4
—
141.4
$ 273.9
$ —
$ 273.9
$ 193.6
$ —
$ 193.6

The deferred compensation investments are primarily invested in mutual funds, and the fair value is measured using the market approach. These investments are in the same funds, ~~or funds that employ a similar investment strategy,~~ and are purchased in substantially the same amounts, as the participants’ selected investment options (excluding Post common stock equivalents), which represent the underlying liabilities to participants in the Company’s deferred compensation plans. Deferred compensation liabilities are recorded at amounts due to participants in cash, based on the fair value of participants’ selected investment options (excluding certain Post common stock equivalents to be distributed in shares) using the market approach. In connection with the acquisition of Bob Evans (see Note 4), the Company had current deferred compensation investments of $24.3 and current deferred compensation liabilities of $24.1 at September 30, 2018. The Bob Evans deferred compensation plans have been terminated, the investments have been liquidated and amounts previously accrued by the Company were paid in January 2019.

The Company utilizes the income approach to measure fair value for its commodity and energy derivatives. The income approach uses pricing models that rely on market observable inputs such as yield curves and forward prices. Foreign exchange contracts are valued using the spot rate less the forward rate multiplied by the notional amount. The Company’s calculation of the fair value of interest rate swaps is derived from a discounted cash flow analysis based on the terms of the contract and the interest rate curve. Refer to Note 1412 for the classification of changes in fair value of derivative assets and liabilities measured at fair value on a recurring basis within the Condensed Consolidated Statements of Operations.

The Company’s financial assets and liabilities also include cash and cash equivalents, receivables and accounts payable for which the carrying value approximates fair value due to their short maturities (less than 12 months). The Company does not record its current portion of long-term debt and long-term debt at fair value on the Condensed Consolidated Balance Sheets. The fair value of the outstanding borrowings under Post’s Revolving Credit Facility (as defined in Note 16), municipal bond and BellRing’s Revolving Credit Facility (as defined in Note 16) as of March 31, 2020 approximated its carrying value. Based on current market rates, the fair value of the Company’s debt, excluding outstanding borrowings under Post’s Revolving Credit Facility, municipal bond and BellRing’s Revolving Credit Facility (Level 2), was ~~$6,320.0~~$6,671.9 and ~~$7,790.9~~$7,412.0 as of March 31, ~~2019~~2020 and September 30, ~~2018,~~2019, respectively. ~~At September 30, 2018, the fair value of the Company’s debt included amounts classified as held for sale.~~

Certain assets and liabilities, including ~~long-lived~~property, plant and equipment, goodwill and other intangible assets ~~goodwill, indefinite-lived intangibles~~ and assets held for sale, are measured at fair value on a non-recurring basis.

~~As stated previously (see Note 6),~~At both March 31, 2020 and September 30, 2019, the Company had land and buildings classified as assets held for sale related to the closures of the Company’s Clinton Plant and Asheboro Facility. The Company sold a portion of the Clinton Plant in March 2020. The Clinton Plant and Asheboro Facility are both reported in the Post Consumer Brands segment. For additional information on assets and liabilities held for sale, at September 30, 2018 related to (i) the 8th Avenue Transactions and (ii) the closure of the Company’s Post Consumer Brands cereal warehouse in Clinton, Massachusetts. On October 1, 2018, the Company completed the 8th Avenue Transactions, and effective as of that date, 8th Avenue was no longer consolidated in the Company's financial statements and the 60.5% common equity retained interest in 8th Avenue is accounted for using the equity method. The Post Consumer Brands cereal warehouse was sold in November 2018.see Note 4. The fair value of assets ~~and liabilities~~ held for sale ~~were~~was measured ~~at fair value~~ on a ~~nonrecurring~~non-recurring basis based on the lower of book value or third party valuations. When applicable, the fair value is adjusted to reflect an offer to purchase the assets. In the six months ended March 31, 2020, the book values of the land and buildings related to the closure of the Asheboro Facility were both lower than fair value; therefore, no fair value adjustment was recorded to the assets ~~and liabilities.~~that were classified as held for sale. The fair value measurement was categorized as Level 3, as the fair values utilize significant unobservable inputs. The following table summarizes the Level 3 activity.



Balance, September 30, 2019	$	9.9
Proceeds from the sale of assets held for sale	(2.4		)
Balance, March 31, 2020	$	7.5

Balance, September 30, 2018 $ 290.9
Gains related to assets and liabilities held for sale 125.3
Proceeds from the sale of assets and liabilities held for sale (276.6 )
Investment in 8th Avenue, working capital and other adjustments (139.6 )
Balance, March 31, 2019 $ —

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NOTE 1614 — COMMITMENTS AND CONTINGENCIES

Legal Proceedings

Antitrust claims

In late 2008 and early 2009, approximately 22 class action lawsuits were filed in various federal courts against Michael Foods, Inc. (“MFI”), a ~~wholly owned~~wholly-owned subsidiary of the Company, and approximately 20 other defendants (producers of shell eggs and egg products and egg industry organizations), alleging violations of federal and state antitrust laws in connection with the production and sale of shell eggs and egg products, and seeking unspecified damages. All cases were transferred to the Eastern District of Pennsylvania for coordinated and/or consolidated pretrial proceedings.

The ~~case~~cases involved ~~three~~3 plaintiff groups: (i) a nationwide class of direct purchasers of shell eggs ~~(“direct~~(the “direct purchaser class”); (ii) individual companies (primarily large grocery chains and food companies that purchase considerable quantities of eggs) that opted out of various settlements and filed their own complaints related to their purchases of shell eggs and egg products (“opt-out plaintiffs”); and (iii) indirect purchasers of shell eggs (“indirect purchaser plaintiffs”).

Resolution of claims: To date, MFI has resolved the following claims, including all class claims: (i) in December 2016, MFI settled all claims asserted against it by the direct purchaser class for a payment of $75.0, which was approved by the district court in December 2017; (ii) in January 2017, MFI settled all claims asserted against it by opt-out plaintiffs related to shell egg purchases on confidential ~~terms in January 2017; and~~terms; (iii) in June 2018, MFI settled all claims asserted against it by indirect purchaser plaintiffs on confidential ~~terms.~~terms; and (iv) between June 2019 and September 2019, MFI individually settled on confidential terms egg product opt-out claims asserted against it by four separate opt-out plaintiffs. MFI has at all times denied liability in this matter, and no settlement contains any admission of liability by MFI.

Remaining portion of the ~~case:~~cases: MFI remains a defendant only with respect to claims that seek damages based on purchases of egg products by ~~six~~three opt-out plaintiffs. The district court had granted summary judgment precluding any claims for egg products purchases by such opt-out plaintiffs, but the Third Circuit Court of Appeals reversed and remanded these claims for further pre-trial proceedings. Defendants ~~have~~ filed a second motion for summary judgment seeking dismissal of the claims, ~~and that motion is currently pending.~~which was denied in June 2019. The remaining opt-out plaintiffs have not yet been assigned trial dates.

Although the likelihood of a material adverse outcome in the egg antitrust litigation has been significantly reduced as a result of the MFI settlements described above, the remaining portion of the ~~case~~cases could still result in a material adverse outcome.

~~Related to these settlements, the Company expensed $2.0 in the three and six months ended March 31, 2018, which~~No expense was ~~included in “Selling, general, and administrative expenses”~~recorded in the Condensed Consolidated Statements of ~~Operations. No expense was recorded~~Operations related to these matters infor the three or six months ended March 31, 2020 or 2019. At March 31, ~~2019~~2020 and September 30, ~~2018,~~2019, the Company had ~~$6.0~~$3.5 and $6.2, respectively, accrued for this matter, which was included in “Other current liabilities” on the Condensed Consolidated Balance Sheets. The Company records reserves for litigation losses in accordance with ASC Topic 450, “Contingencies.” Under ASC Topic 450, a loss contingency is recorded if a loss is probable and can be reasonably estimated. The Company records probable loss contingencies based on the best estimate of the loss. If a range of loss can be reasonably estimated, but no single amount within the range appears to be a better estimate than any other amount within the range, the minimum amount in the range is accrued. These estimates are often initially developed earlier than when the ultimate loss is known, and the estimates are adjusted if additional information becomes known. Although the Company believes its accruals for this matter are appropriate, the final amounts required to resolve such matter could differ materially from recorded estimates and the Company’s financial ~~position,~~condition, results of operations and cash flows could be materially affected.

Under current law, any settlement paid, including the settlements with the direct purchaser ~~plaintiffs,~~class, the opt-out plaintiffs and the indirect purchaser plaintiffs, is deductible for federal income tax purposes.

Bob Evans Appraisal Proceedings

Prior to completion of the Company’s acquisition of Bob Evans Farms, Inc. (“Bob Evans”) on January 12, 2018, Bob Evans received demands from certain stockholders demanding appraisal of their shares of Bob Evans common stock. After the completion of the acquisition, several such former stockholders filed petitions in the Delaware Court of Chancery (Arbitrage Fund v. Bob Evans Farms, Inc. filed on January 23, 2018; Blue Mountain Credit Alternatives Master Fund L.P., et al. v. Bob Evans Farms, Inc. filed on April 30, 2018; and 2017 Clarendon LLC, et al. v. Bob Evans Farms, Inc. filed on April 30, 2018) seeking appraisal of their shares of Bob Evans common stock pursuant to Section 262 of the Delaware General Corporation Law (“Section 262”). The lawsuits ~~seek~~sought appraisal for such shares, plus statutory interest, as well as the costs of the proceedings and such other relief as appropriate. Under Section 262, persons who were stockholders at the time of the closing ~~are~~were entitled to have their shares appraised by the Delaware Court of Chancery and receive payment of the “fair value” of such shares (plus statutory interest) as determined by the Delaware Court of Chancery. In May 2018, the court consolidated the lawsuits into one action.

2017

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The Company made total payments of $257.6, inclusive of the aforementioned prepayment of $77.00 per share merger consideration, related to these matters in ~~December 2018. However,~~fiscal 2019. In September 2019, the ~~consolidated action remains active~~Company reached settlement terms on a confidential basis with ~~respect to~~ the ~~determination~~remaining petitioners regarding their outstanding appraisal claims. The settlement was finalized and paid in October 2019, and the remaining portion of the ~~fair value~~case was dismissed on October 3, 2019. All former Bob Evans stockholders who demanded appraisal of ~~the shares formerly held by the two remaining petitioners.~~

~~Approximately 2.5~~their shares of Bob Evans common stock are before the court for appraisal in the consolidated action. As of completion of the acquisition, former Bob Evans stockholders can no longer submit new demands for appraisal. All other former stockholders have beenwere paid for their shares. ~~The~~

During the three and six months ended March 31, 2019, the Company ~~intends~~expensed $0.4 and $4.7, respectively, related to ~~vigorously defend~~these matters, which was included in “Interest expense, net” in the ~~consolidated action.~~

Condensed Consolidated Statements of Operations. At September 30, 2018, former holders of 3.3 shares of Bob Evans common stock had not withdrawn their appraisal demands and had not been paid for their shares of Bob Evans common stock. Related to these shares, the Company accrued $267.0 at September 30, 2018, which was the number of shares of Bob Evans common stock for which former Bob Evans stockholders demanded appraisal and had not withdrawn their demands multiplied by the $77.00 per share merger consideration, plus accrued interest at the Federal Reserve Discount Rate plus a spread of 5.00%. At March 31, 2019, ~~former holders of 2.5 shares of Bob Evans common stock had not withdrawn their appraisal demands, and~~ the Company had ~~a remaining~~an accrual of ~~$14.0,~~$19.1, which ~~represents the accrued interest related to the 2.5 shares for which the $77.00 per share merger consideration~~ was ~~paid. Additional payments related to these 2.5 shares could be made in the future. The liabilities were~~ reported in “Other current ~~liabilities” and “Other~~ liabilities” on the Condensed Consolidated Balance ~~Sheets at~~Sheet. All remaining cash payments related to this matter were made in October 2019 and there was no accrual reported on the Condensed Consolidated Balance Sheet as of March 31, ~~2019 and September 30, 2018, respectively.~~

~~While~~2020. In addition, 0 expense was recorded in the ~~Company believes its accrual for~~Condensed Consolidated Statements of Operations related to these matters ~~is appropriate,~~for the final amounts required to resolve such matters could differ materially and the Company’s financial position, results of operations and cash flows could be materially affected. Accordingly, the Company cannot predict what impact, if any, these matters and any results from such matters could have on the Company’s future financial position, results of operationsthree or ~~cash flows.~~

~~Weetabix Limited Environmental Matter~~

Insix months ended March 2019, Weetabix Limited, one of the Company’s subsidiaries, received notification from the United Kingdom Environment Agency (the “Environment Agency”) that the Environment Agency intends to charge Weetabix Limited in relation to a spill of diesel fuel into the ground at Weetabix Limited’s Burton Latimer site in the United Kingdom that occurred in November 2016, prior to the Company’s acquisition of the Weetabix business. Upon discovery of the spill, Weetabix Limited promptly informed the Environment Agency and took steps to address the spill, including putting in place monitoring and remediation measures. Weetabix Limited has cooperated with the Environment Agency at all times regarding the containment and assessment of the incident. A first court hearing will be scheduled for a future date. The Company does not expect this matter will have a material effect on its financial condition, results of operations or cash flows.31, 2020.

Other

The Company is subject to various other legal proceedings and actions arising in the normal course of business. In the opinion of management, based upon the information presently known, the ultimate liability, if any, arising from such pending legal proceedings, as well as from asserted legal claims and known potential legal claims which are likely to be asserted, taking into account established accruals for estimated liabilities (if any), are not expected to be material individually or in the aggregate to the financial ~~position,~~condition, results of operations or cash flows of the Company. In addition, although it is difficult to estimate the potential financial impact of actions regarding expenditures for compliance with regulatory matters, in the opinion of management, based upon the information currently available, the ultimate liability arising from such compliance matters is not expected to be material to the financial ~~position,~~condition, results of operations or cash flows of the Company.

~~Leases~~

~~Historically, Bob Evans guaranteed certain payment and performance obligations associated~~NOTE 15 — LEASES

In conjunction with the leases for 143 properties (the “Guarantee”) leased by the restaurant business formerly owned by Bob Evans (the “Bob Evans Restaurant Business”). The Guarantee remained in effect following the Company’s acquisitionadoption of ~~Bob Evans. In the event the Bob Evans Restaurant Business fails to meet its payment~~ASUs 2016-02 and ~~performance obligations under these leases,~~2018-11 (see Note 2), the Company updated its policy for recognizing leases under ASC Topic 842. The Company assessed the impact of these ASUs by reviewing its lease portfolio, implementing lease accounting software, developing related business processes and implementing internal controls. A summary of the updated policy is included below. Prior to October 1, 2019, the Company accounted for leases under ASC Topic 840, “Leases.”

Lease Portfolio

The Company leases office space, certain warehouses and equipment primarily through operating lease agreements. The Company has no material finance lease agreements. Leases have remaining terms which range from 1 to 57 years and most leases provide the Company with the option to exercise one or more renewal terms.

Lease Policy

The Company determines if an arrangement is a lease at its inception. When the arrangements include lease and non-lease components, the Company accounts for them as a single lease component. Leases with an initial term of less than 12 months are not reported on the balance sheet, but rather recognized as lease expense on a straight-line basis over the lease term. Arrangements may include options to extend or terminate the lease arrangement. These options are included in the lease term used to establish ROU assets and lease liabilities when it is reasonably certain they will be exercised. The Company will reassess expected lease terms based on changes in circumstances that indicate options may be ~~required~~more or less likely to ~~make rent~~be exercised.

The Company has certain lease arrangements that include variable rental payments. The future variability of these payments and ~~other~~adjustments are unknown and therefore are not included in minimum rental payments used to determine ROU assets and lease liabilities. The Company has lease arrangements where it makes separate payments to the ~~landlord under~~lessor based on the ~~requirements~~lessor’s common area maintenance expenses, property and casualty insurance costs, property taxes assessed on the property and other variable expenses. As the Company has elected the practical expedient not to separate lease and non-lease components, these variable amounts are captured in operating lease expense in the period in which they are incurred. Variable rental payments are recognized in the period in which their associated obligation is incurred.

As most of the ~~Guarantee. Should~~Company’s lease arrangements do not provide an implicit interest rate, an incremental borrowing rate (“IBR”) is applied in determining the ~~Company, as guarantor~~present value of future payments. The Company’s IBR is selected based upon information available at the lease ~~obligations, be required to make all~~commencement date.

ROU assets are recorded as “Other assets,” and lease ~~payments due for~~liabilities are recorded as “Other current liabilities” and “Other liabilities” on the ~~remaining term of the leases subsequent to March 31, 2019, the maximum amount the Company may be required to pay~~Condensed Consolidated Balance Sheet. Operating lease expense is ~~equal to the annual rent amount for the remainder of~~recognized on a straight-line basis over the lease ~~terms. The current annual rent on these leases~~term and is $13.5 and will increase up to 1.5% annually based on indexed inflation. The lease terms extend for approximately 17 years from March 31, 2019, and the Guarantee would remain in effect in the event the leases are extended for a renewal period. In the event the Company is obligated to make payments under the Guarantee, the Company believes its exposure is limited due to protections and recourse available in the leases associated with the leased properties, including a requirement of the landlord to mitigate damages by re-letting the properties in default. The Bob Evans Restaurant Business continues to meet its obligations under these leases, and there have been no events that would indicate the obligations will not continue to be met. As such, the Company believes the fair value of the Guarantee is immaterial as of March 31, 2019.

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~~NOTE 17 — LONG-TERM DEBT~~

~~Long-term debt as of the dates indicated consists of the following:~~

March 31,
2019 September 30, 2018
5.625% Senior Notes maturing January 2028 $ 940.9
$ 960.9
5.50% Senior Notes maturing March 2025 1,000.0
1,000.0
5.75% Senior Notes maturing March 2027 1,299.3
1,326.3
5.00% Senior Notes maturing August 2026 1,697.3
1,710.3
8.00% Senior Notes maturing July 2025 122.2
122.2
Term Loan 1,309.5
2,172.5
Bridge Loan (a) —
—
Capital lease 0.1
0.2
$ 6,369.3
$ 7,292.4
Less: Current portion of long-term debt (6.7 ) (22.1 )
Debt issuance costs, net (67.1 ) (71.2 )
Plus: Unamortized premium 30.7
33.0
Total long-term debt $ 6,326.2
$ 7,232.1


~~(a)~~	In connection with the 8th Avenue Transactions, the Company classified its Bridge Loan and associated debt issuance costs as held for sale at September 30, 2018. See below for more information about the Bridge Loan. See Note 6 for information about assets and liabilities held for sale.

~~Senior Notes~~

On February 8, 2019, the Company received consents (the “Requisite Consents”) from holders of a majority of the outstanding aggregate principal amount of its outstanding 5.00% Senior Notes due August 2026 (the “Notes”) to approve proposed amendments to the indenture relating to the Notes (the “Indenture”). Following receipt of the Requisite Consents, the Company, its subsidiary guarantors and the trustee for the Indenture executed a supplemental indenture documenting the amendments, which more closely aligns certain provisions of the Indenture with the comparable provisions included in the indentures for the Company’s other senior notes, specifically to (i) add an exception to the restricted payments covenant in the Indenture and (ii) revise the “Permitted Investments” definition in the Indenture to add an additional categoryeither “Cost of Permitted Investments under the Indenture. In connection with the consents, the Company incurred $8.4 of debt modification costs, which were deferred and will be amortized to interest expense over the remaining term of the Notes, and recorded expense of $1.3 in the three and six months ended March 31, 2019, which is included ingoods sold” or “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Operations. Costs associated with finance leases and lease income do not have a material impact on the Company’s financial statements.

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Impact of Adoption

The Company utilized the cumulative effect adjustment method of adoption and, accordingly, recorded ROU assets and lease liabilities of $158.1 and $168.2, respectively, on the balance sheet at October 1, 2019. The Company elected the following practical expedients in accordance with ASC Topic 842:

•

Reassessment elections — The Company elected the package of practical expedients, and did not reassess whether any existing contracts are or contain a lease, provided a lease analysis was conducted under ASC Topic 840. To the extent leases were identified under ASC Topic 840, the Company did not reassess the classification of those leases. Additionally, to the extent initial direct costs were capitalized under ASC Topic 840 and are not amortized as a result of the implementation of ASC Topic 842, they were not reassessed.

•

Short-term lease election — ASC Topic 842 allows lessees an option to not recognize ROU assets and lease liabilities arising from short-term leases. A short-term lease is defined as a lease with an initial term of 12 months or less. The Company elected to not recognize short-term leases as ROU assets and lease liabilities on the balance sheet. All short-term leases which are not included on the Company’s balance sheet will be recognized within lease expense. Leases that have an initial term of 12 months or less with an option for renewal will need to be assessed in order to determine if the lease qualifies for the short-term lease exception. If the option is reasonably certain to be exercised, the lease does not qualify as a short-term lease.


•	Lease vs non-lease components — The Company elected to combine lease and non-lease components as a single component and the total consideration for the arrangements was accounted for as a lease.

The following table presents the balance sheet location of the Company’s operating leases.



	March 31, 2020
ROU assets:
Other assets	$	123.2

Lease liabilities:
Other current liabilities	$	23.2
Other liabilities	110.8
Total lease liabilities	$	134.0

The following table presents maturities of the Company’s operating lease liabilities as of March 31, 2020, presented under ASC Topic 842.



	March 31, 2020
Remaining fiscal 2020	$	14.7
Fiscal 2021	27.4
Fiscal 2022	26.3
Fiscal 2023	23.3
Fiscal 2024	17.2
Thereafter	51.1
Total future minimum payments	$	160.0
Less: Implied interest	26.0
Total lease liabilities	$	134.0

The following table presents future minimum rental payments under the Company’s noncancelable operating lease agreements as of September 30, 2019, presented under ASC Topic 840.

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	September 30, 2019
Fiscal 2020	$	28.3
Fiscal 2021	29.0
Fiscal 2022	28.1
Fiscal 2023	25.4
Fiscal 2024	19.2
Thereafter	77.3
Total future minimum payments (a)	$	207.3


(a)	Future minimum payments as of September 30, 2019 included $36.0 related to a real estate lease, consisting of land and a building, that was purchased by the Company in December 2019 and the Company de-recognized both a ROU asset and lease liability of $23.1 and recognized the assets as property on the Condensed Consolidated Balance Sheet.

As reported under ASC Topic 842, operating lease expense for the three and six months ended March 31, 2020 was $10.1 and $21.1, respectively. Of the total operating lease expense incurred during the three and six months ended March 31, 2020, $1.3 and $2.5, respectively, related to variable lease costs and $1.7 and $3.7, respectively, related to short-term lease costs. As reported under ASC Topic 840, rent expense during the three and six months ended March 31, 2019 was $10.2 and $20.1, respectively. Operating cash flows for amounts included in the measurement of the Company’s operating lease liabilities for the six months ended March 31, 2020 were $14.5. ROU assets obtained in exchange for operating lease liabilities during the six months ended March 31, 2020 were $0.8. The weighted average remaining lease term of the Company’s operating leases as of March 31, 2020 was approximately 7 years and the weighted average incremental borrowing rate was 4.41% as of March 31, 2020.

NOTE 16 — LONG-TERM DEBT

Long-term debt as of the dates indicated consisted of the following:



	March 31, 2020		September 30, 2019
4.625% Senior Notes maturing April 2030	$	1,250.0	$	—
5.50% Senior Notes maturing December 2029	750.0		750.0
5.625% Senior Notes maturing January 2028	940.9		940.9
5.50% Senior Notes maturing March 2025	—		1,000.0
5.75% Senior Notes maturing March 2027	1,299.3		1,299.3
5.00% Senior Notes maturing August 2026	1,697.3		1,697.3
8.00% Senior Notes maturing July 2025	—		122.2
Term Loan	—		1,309.5
Revolving Credit Facility	500.0		—
BellRing Term B Facility	691.3		—
BellRing Revolving Credit Facility	120.0		—
Municipal bond	6.3		—
Capital lease	—		0.1
	$	7,255.1	$	7,119.3
Less: Current portion of long-term debt	36.1		13.5
Debt issuance costs, net	62.8		69.0
Plus: Unamortized premium and discount, net	15.1		29.2
Total long-term debt	$	7,171.3	$	7,066.0

Senior Notes

On February 26, 2020, the Company issued $1,250.0 principal value of 4.625% senior notes due in April 2030. The 4.625% senior notes were issued at par, and the Company received $1,241.0 after incurring investment banking and other fees and expenses of $9.0, which will be deferred and amortized to interest expense over the term of the notes. Interest payments on the 4.625% senior notes will be due semi-annually each April 15 and October 15, beginning on October 15, 2020. With the net proceeds received from this issuance, the Company repaid the $1,000.0 outstanding principal balance of the 5.50% senior notes due in March 2025. In

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connection with the early repayment of these notes, the Company recorded expense of $50.0 in the three and six months ended March 31, 2020, which is included in “Loss on extinguishment of debt, net” in the Condensed Consolidated Statements of Operations. This loss included a premium of $41.3 and debt issuance costs write-offs of $8.7.

In the second quarter of fiscal 2020, the Company repaid the $122.2 outstanding principal balance of the 8.00% senior notes using cash on hand. In connection with the early repayment of these notes, the Company recorded expense of $9.2 in the three and six months ended March 31, 2020, which was included in “Loss on extinguishment of debt, net” in the Condensed Consolidated Statements of Operations. This loss included a premium of $8.5 and debt issuance costs write-offs of $0.7.

Credit Agreement

On March ~~28, 2017,~~18, 2020, the Company entered into ana second amended and restated credit agreement ~~(as further amended, the~~(the “Credit Agreement”). The Credit Agreement provides for a revolving credit facility in an aggregate principal amount of ~~$800.0~~$750.0 (the “Revolving Credit Facility”), with the commitments thereunder to be made available to the Company in U.S. Dollars, Canadian Dollars, Euros and Pounds Sterling. ~~The issuance of letters~~Letters of credit isare available under the Credit Agreement in an aggregate amount of up to ~~$50.0.~~$75.0. The Company incurred $3.5 of issuance costs in connection with entering into the Credit Agreement, which will be deferred and amortized to interest expense over the term of the Credit Agreement. Additionally, the Company recorded write-offs of debt issuance costs of $0.8 in the three and six months ended March 31, 2020, which was included in “Loss on extinguishment of debt, net” in the Condensed Consolidated Statements of Operations.

On March 23, 2020, the Company borrowed $500.0 under the Revolving Credit Facility. The proceeds under the Revolving Credit Facility may be used for working capital, general corporate or other purposes as permitted by the Revolving Credit Facility. The Revolving Credit Facility has outstanding letters of credit of ~~$22.8,~~$21.8, which reduced the available borrowing capacity under the Revolving Credit ~~Agreement~~Facility to ~~$777.2~~$228.2 at March 31, ~~2019.~~2020. The outstanding amounts under the Revolving Credit Facility must be repaid on or before March 18, 2025.

The Credit Agreement ~~also~~ provides for potential incremental revolving and term facilities at the request of the Company and at the discretion of the lenders or other persons providing such incremental facilities, in each case on terms to be determined, and also permits the Company to incur other secured or unsecured debt, in all cases subject to ~~certain~~ conditions ~~to incur incremental equivalent debt, in an aggregate maximum~~and limitations on the amount (for incremental revolving and term facilities and incremental equivalent debt combined) not to exceed the greater of (1) $700.0 and (2) the maximum amount at which (A) the Company’s pro forma consolidated leverage ratio (as definedas specified in the Credit Agreement) would not exceed 6.50 to 1.00 and (B) the Company’s pro forma senior secured leverage ratio (as defined in the Credit Agreement) would not exceed 3.00 to 1.00 as of the date such indebtedness is incurred. The outstanding amounts under the Revolving Credit Facility must be repaid on or before March 28, 2022.Agreement.

The Credit Agreement permits the Company to designate certain of its subsidiaries as unrestricted subsidiaries and once so designated, permits the disposition of (and authorizes the release of liens on) the assets of, and the equity interests in, such unrestricted subsidiaries and permits the release of such unrestricted subsidiaries as guarantors under the Credit Agreement. The Company’s obligations under the Credit Agreement are unconditionally guaranteed by its existing and subsequently acquired or organized direct and indirect domestic subsidiaries (other than immaterial domestic subsidiaries, certain excluded subsidiaries and subsidiaries the Company designates as unrestricted subsidiaries, which includes 8th Avenue and its subsidiaries and BellRing Brands, Inc. and its subsidiaries) and are secured by security interests in substantially all of the Company’s assets and the assets of its subsidiary guarantors, but excluding, in each case, real estate.

Borrowings under the Revolving Credit Facility ~~will~~ bear interest, at the option of the Company, at an annual rate equal to either (a) the ~~Base Rate,~~ Eurodollar ~~Rate~~rate or ~~CDOR Rate~~(b) the base rate determined by reference to the highest of (i) the prime rate, (ii) the federal funds rate plus 0.50% per annum and (iii) the one-month Eurodollar rate plus 1.00% per annum, in each case plus an applicable margin, which initially were 1.50% for Eurodollar rate-based loans and 0.50% for base rate-based loans, and thereafter, will be determined by reference to the secured net leverage ratio (as ~~such terms are~~ defined in the Credit Agreement) ~~plus an~~, with the applicable margin

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~~ranging from 1.75% to 2.25%~~ for Eurodollar ~~Rate-based~~rate loans and ~~CDOR Rate-based~~base rate loans being (i) 2.00% and ~~from~~1.00%, respectively, if the secured net leverage ratio is greater than or equal to 3.00:1.00, (ii) 1.75% and 0.75%, respectively, if the secured net leverage ratio is less than 3.00:1.00 and greater than or equal to ~~1.25% for Base Rate-based loans, depending in each case on~~1.50:1.00 or (iii) 1.50% and 0.50%, respectively, if the ~~Company’s senior~~ secured net leverage ~~ratio.~~ratio is less than 1.50:1.00. Commitment fees on the daily unused amount of commitments under the Revolving Credit Facility initially accrued at the rate of 0.25%, and thereafter, will accrue at ~~rates ranging from 0.25% to~~a rate of 0.375%~~, also depending on~~ if the Company’s ~~senior~~ secured net leverage ~~ratio.~~ratio is greater than 3.00:1.00, and will accrue at a rate of 0.25% if the Company’s secured net leverage ratio is less than or equal to 3.00:1.00.

The Credit Agreement provides for customary events of default, including material breach of representations and warranties, failure to make required payments, failure to comply with certain agreements or covenants, failure to pay or default under certain other indebtedness in excess of ~~$75.0,~~$100.0, certain events of bankruptcy and insolvency, inability to pay debts, the occurrence of one or more unstayed or undischarged judgments in excess of ~~$75.0,~~$100.0, attachments issued against aall or any material part of the Company’s property, certain events under the Employee Retirement Income Security Act of 1974 (“ERISA”), a change of control (as defined in ~~control,~~the Credit Agreement), the invalidity of any loan document and the failure of the collateral documents to create a valid and perfected first priority lien ~~and~~(subject to certain ~~Employee Retirement Income Security Act of 1974 events.~~permitted liens). Upon the occurrence and during the continuance of an event of default, the maturity of the loans under the Credit Agreement may ~~be accelerated~~accelerate and the agent and lenders under the Credit Agreement may exercise other rights and remedies available at law or under the loan documents, including with respect to the collateral and guarantees ~~for~~of the Company’s obligations under the Credit Agreement.

~~Term~~

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2020 Bridge Loan

InOn October 11, 2019, in connection with the ~~first quarter of fiscal 2019,~~IPO and the formation transactions, the Company ~~utilized~~entered into a $1,225.0 bridge facility agreement (the “2020 Bridge Loan Facility”) and borrowed $1,225.0 under the 2020 Bridge Loan Facility (the “2020 Bridge Loan”). On October 21, 2019, BellRing entered into a borrower assignment and assumption agreement with the Company and the administrative agent under the 2020 Bridge Loan Facility, under which BellRing became the borrower under the 2020 Bridge Loan and assumed all interest of $2.2 thereunder, and the Company and its subsidiary guarantors (other than BellRing and its domestic subsidiaries) were released from all material obligations thereunder. The Company retained the net cash proceeds of the 2020 Bridge Loan, and following the assumption by BellRing of the 2020 Bridge Loan Facility, used the cash proceeds of the 2020 Bridge Loan to repay a portion of the ~~net proceeds from the 8th Avenue Transactions (see Note 4) to repay $863.0 of the~~$1,309.5 outstanding principal ~~value~~balance of its term ~~loan, as required~~loan. The domestic subsidiaries of BellRing continued to guarantee the 2020 Bridge Loan, and BellRing’s obligations under the 2020 Bridge Loan became secured by ~~the Credit Agreement. As~~ a ~~result~~first priority security interest in substantially all of the ~~prepayment, quarterly principal installment payments on~~assets (other than real estate) of BellRing and in substantially all of the ~~term loan are not required until December 31, 2019. Beginning on December 31,~~assets of its subsidiary guarantors. On October 21, 2019, the ~~term loan will require quarterly principal installment payments~~2020 Bridge Loan was repaid in full by BellRing. In connection with the 2020 Bridge Loan Facility, the Company incurred issuance costs of ~~$3.3, compared~~$19.1, of which $15.3 were refunded to the ~~previously required quarterly principal installment payments~~Company at the closing of ~~$5.5, which began~~the IPO on ~~September 30, 2017. The term loan bears interest at an annual rate equal to either~~October 21, 2019, and the ~~Base Rate or Eurodollar Rate plus an applicable margin~~remaining $3.8 of ~~2.00%~~issuance costs were written off and included in “Loss on extinguishment of debt, net” in the Condensed Consolidated Statement of Operations for ~~Eurodollar Rate-based loans and 1.00% for Base Rate-based loans. The interest rate on~~ the ~~term loan was 4.49% and 4.22% at~~six months ended March 31, ~~2019 and September 30,~~ 2020.

2018 ~~respectively. The maturity date for the term loan is May 24, 2024.~~

Bridge Loan

On September 24, 2018, in connection with the 8th Avenue Transactions, ~~(see Note 4),~~ the Company entered into a $625.0 bridge facility agreement (the ~~“Bridge~~“2018 Bridge Loan Facility”) and borrowed $625.0 under the 2018 Bridge ~~Loan Facility (the Bridge Loan, as defined in Note 4).~~Loan. In connection with the 2018 Bridge Loan Facility, the Company incurred issuance costs of $10.4, ~~in fiscal 2018,~~ of which $7.8 were refunded to the Company at the closing of the 8th Avenue Transactions on October 1, ~~2018.~~2018, and the remaining $2.6 of issuance costs were written off and included in “Loss on extinguishment of debt, net” in the Condensed Consolidated Statement of Operations for the six months ended March 31, 2019. Upon the closing of the 8th Avenue Transactions on October 1, 2018, the 2018 Bridge Loan was assumed by 8th Avenue and the Company was released from its repayment obligations thereunder while retaining the proceeds from the 2018 Bridge Loan.

Term Loan

As discussed above, the Company used the cash proceeds from the 2020 Bridge Loan to repay a portion of the $1,309.5 outstanding principal balance of its term loan. Subsequent to this repayment, the Company used cash on hand to repay the remaining outstanding principal balance of its term loan. In connection with these repayments, the Company recorded a write-off of debt issuance costs of $9.1, which was included in “Loss on extinguishment of debt, net” in the Condensed Consolidated Statement of Operations for the six months ended March 31, 2020. The term loan bore interest at an annual rate equal to either the base rate or Eurodollar rate plus an applicable margin of 2.00% for Eurodollar rate-based loans and 1.00% for base rate-based loans. The interest rate on the term loan was 4.04% at September 30, 2019.

Municipal Bond

In connection with the construction of a filtration system at the Company’s potato plant in Chaska, Minnesota, the Company incurred debt that guarantees the repayment of certain industrial revenue bonds used to finance the construction of the project. Principal payments are due annually on March 1, and interest payments are due semi-annually each March 1 and September 1. The debt matures on March 1, 2028.

BellRing’s Credit Agreement and Senior Debt Facilities

On October 21, 2019, BellRing entered into a credit agreement (the “BellRing Credit Agreement”), which provides for a term B loan facility in an aggregate principal amount of $700.0 (the “BellRing Term B Facility”) and a revolving credit facility in an aggregate principal amount of $200.0 (the “BellRing Revolving Credit Facility”), with the commitments under the BellRing Revolving Credit Facility to be made available to BellRing in U.S. Dollars, Euros and Pounds Sterling. Letters of credit are available under the BellRing Credit Agreement in an aggregate amount of up to $20.0.The outstanding amounts under the BellRing Revolving Credit Facility and BellRing Term B Facility must be repaid on or before October 21, 2024.

On October 21, 2019, BellRing borrowed the full amount under the BellRing Term B Facility and $100.0 under the BellRing Revolving Credit Facility. The BellRing Term B Facility was issued at 98.0% of par and BellRing received $776.4 from the BellRing Term B Facility and BellRing Revolving Credit Facility after accounting for the original issue discount of $14.0 and paying investment banking and other fees of $9.6, which were deferred and will be amortized to interest expense over the terms of the loans. BellRing used the proceeds, together with the net proceeds of the IPO that were contributed to it by BellRing Brands, Inc., (i) to repay in full the $1,225.0 of borrowings under the 2020 Bridge Loan and all interest thereunder and related costs and expenses, (ii) to pay directly, or reimburse the Company for, as applicable, all fees and expenses incurred by BellRing Brands, Inc., BellRing or the Company in connection with the IPO and the formation transactions, (iii) to reimburse the Company for the amount of cash on BellRing’s balance sheet immediately prior to the completion of the IPO and (iv) for general corporate and working capital purposes, as well as to repay $20.0 of outstanding borrowings under the BellRing Revolving Credit Facility.

Table of Contents

During the three and six months ended March 31, 2020, BellRing borrowed $65.0 and $185.0 under the BellRing Revolving Credit Facility, respectively, and repaid $25.0 and $65.0 on the BellRing Revolving Credit Facility, respectively. As of March 31, 2020, the available borrowing capacity under the BellRing Revolving Credit Facility was $80.0 at March 31, 2020, and there were 0 outstanding letters of credit.

Borrowings under the BellRing Term B Facility bear interest, at the option of BellRing, at an annual rate equal to either (a) the Eurodollar rate or (b) the base rate determined by reference to the greatest of (i) the prime rate, (ii) the federal funds effective rate plus 0.50% per annum and (iii) the one-month Eurodollar rate plus 1.00% per annum, in each case plus an applicable margin of 5.00% for Eurodollar rate-based loans and 4.00% for base rate-based loans. The BellRing Term B Facility requires quarterly scheduled amortization payments of $8.75 which began on March 31, 2020, with the balance to be paid at maturity on October 21, 2024. The BellRing Term B Facility contains customary mandatory prepayment provisions, including provisions for mandatory prepayment (a) from the net cash proceeds of certain asset sales and (b) beginning with the fiscal year ending September 30, 2020, of 75% of consolidated excess cash flow (as defined in the BellRing Credit Agreement) (which percentage will be reduced to 50% if the secured net leverage ratio (as defined in the BellRing Credit Agreement) is less than or equal to 3.35:1.00 as of a fiscal year end). The BellRing Term B Facility may be optionally prepaid at 101% of the principal amount prepaid at any time during the first 12 months following the closing of the BellRing Term B Facility, and without premium or penalty thereafter.

Borrowings under the BellRing Revolving Credit Facility bear interest, at the option of BellRing, at an annual rate equal to either the Eurodollar rate or the base rate (determined as described above) plus a margin, which initially were 4.25% for Eurodollar rate-based loans and 3.25% for base rate-based loans, and thereafter, will be determined by reference to the secured net leverage ratio, with the applicable margin for Eurodollar rate-based loans and base rate-based loans being (i) 4.25% and 3.25%, respectively, if the secured net leverage ratio is greater than or equal to 3.50:1.00, (ii) 4.00% and 3.00%, respectively, if the secured net leverage ratio is less than 3.50:1.00 and greater than or equal to 2.50:1.00 or (iii) 3.75% and 2.75%, respectively, if the secured net leverage ratio is less than 2.50:1.00. Facility fees on the daily unused amount of commitments under the BellRing Revolving Credit Facility initially accrued at the rate of 0.50% per annum and thereafter, depending on BellRing’s secured net leverage ratio, will accrue at rates ranging from 0.25% to 0.50% per annum.

The BellRing Credit Agreement provides for incremental revolving and term facilities, and also permits other secured or unsecured debt, if, among other conditions, certain financial ratios are met, as defined and specified in the BellRing Credit Agreement.

The BellRing Credit Agreement provides for customary events of default, including material breach of representations and warranties, failure to make required payments, failure to comply with certain agreements or covenants, failure to pay or default under certain other material indebtedness, certain events of bankruptcy and insolvency, inability to pay debts, the occurrence of one or more unstayed or undischarged judgments in excess of$65.0, certain events under ERISA, the invalidity of any loan document, a change in control and the failure of the collateral documents to create a valid and perfected first priority lien. Upon the occurrence and during the continuance of an event of default, the maturity of the loans under the BellRing Credit Agreement may accelerate and the agent and lenders under the BellRing Credit Agreement may exercise other rights and remedies available at law or under the loan documents, including with respect to the collateral and guarantees of BellRing’s obligations under the BellRing Credit Agreement.

Obligations under the BellRing Credit Agreement are guaranteed by the existing and subsequently acquired or organized domestic subsidiaries of BellRing (other than immaterial subsidiaries and certain excluded subsidiaries) and are secured by security interests in substantially all of the assets of BellRing and the assets of its subsidiary guarantors (other than real estate), subject to limited exceptions. The Company and its subsidiaries (other than BellRing and certain of its subsidiaries) are not obligors or guarantors under the BellRing debt facilities.

Repayments of Long-Term Debt

The following tables show the Company’s repayments of long-term debt and associated gain or loss included in “Loss on extinguishment of debt, net” in the Condensed Consolidated Statements of Operations.

Repayments of Long-Term Debt Loss on Extinguishment of Debt, net
Three Months Ended
March 31, Issuance or Borrowing Principal Amount Repaid Debt Repurchased at a Discount Premium and Debt Extinguishment Costs Paid Write-off of Debt Issuance Costs Write-off of Unamortized (Premium)/Discount
Capital lease $ 0.1
$ —
$ —
$ —
$ —
2019 Total $ 0.1
$ —
$ —
$ —
$ —

5.75% Senior Notes

$ 98.0
$ (1.3 ) $ —
$ 1.1
$ (2.7 )
8.00% Senior Notes 14.0
—
1.8
0.1
—
Term Loan (a) 5.5
—
0.9
0.4
—
2018 Total $ 117.5
$ (1.3 ) $ 2.7
$ 1.6
$ (2.7 )


~~(a)~~	~~In connection with an amendment to the Credit Agreement entered into on March 8, 2018, the Company paid debt extinguishment costs and recorded a write-off of debt issuance costs.~~

Table of Contents

Repayments of Long-Term Debt Loss on Extinguishment of Debt, net
Six Months Ended
March 31, Issuance or Borrowing Principal Amount Repaid Debt Repurchased at a Discount Premium and Debt Extinguishment Costs Paid Write-off of Debt Issuance Costs Write-off of Unamortized (Premium)/Discount
Term Loan $ 863.0
$ —
$ —
$ 7.6
$ —
5.75% Senior Notes 27.0
(1.5 ) —
0.3
(0.7 )
5.625% Senior Notes 20.0
(1.3 ) —
0.2
—
5.00% Senior Notes 13.0
(1.2 ) —
0.1
—
Capital lease 0.1
—
—
—
—
Bridge Loan (a) —
—
—
2.6
—
2019 Total $ 923.1
$ (4.0 ) $ —
$ 10.8
$ (0.7 )

6.00% Senior Notes $ 630.0
$ —
$ 30.8
$ 6.5
$ —
5.75% Senior Notes 98.0
(1.3 ) —
1.1
(2.7 )

8.00% Senior Notes

14.0
—
1.8
0.1
—
Term Loan (b) 11.0
—
0.9
0.4
—
2018 Total $ 753.0
$ (1.3 ) $ 33.5
$ 8.1
$ (2.7 )



	Repayments of Long-Term Debt			Loss on Extinguishment of Debt, net
Three Months Ended March 31,	Issuance or Borrowing	Principal Amount Repaid		Debt Repurchased at a Discount		Premium Paid		Write-off of Debt Issuance Costs		Write-off of Unamortized Premium
	5.50% Senior Notes maturing in March 2025	1,000.0		—		41.3		8.7		—
	8.00% Senior Notes	122.2		—		8.5		0.7		—
	BellRing Revolving Credit Facility	25.0		—		—		—		—
	BellRing Term B Facility	8.7		—		—		—		—
	Municipal bond	1.1		—		—		—		—
	Credit Agreement	—		—		—		0.8		—
2020	Total	$	1,157.0	$	—	$	49.8	$	10.2	$	—

	Capital lease	0.1		—		—		—		—
2019	Total	$	0.1	$	—	$	—	$	—	$	—


~~(a)~~	In connection with the assumption of the Bridge Loan by 8th Avenue discussed above, the Company recorded a write-off of debt issuance costs during the six months ended March 31, 2019 for costs that were not refunded at closing of the 8th Avenue Transactions.


~~(b)~~	~~In connection with an amendment to the Credit Agreement entered into on March 8, 2018, the Company paid debt extinguishment costs and recorded a write-off of debt issuance costs.~~



	Repayments of Long-Term Debt			Loss on Extinguishment of Debt, net
Six Months Ended March 31,	Issuance or Borrowing	Principal Amount Repaid		Debt Repurchased at a Discount			Premium Paid		Write-off of Debt Issuance Costs		Write-off of Unamortized Premium
	Term Loan	$	1,309.5	$	—		$	—	$	9.1	$	—
	2020 Bridge Loan	1,225.0		—			—		3.8		—
	5.50% Senior Notes maturing in March 2025	1,000.0		—			41.3		8.7		—
	8.00% Senior Notes	122.2		—			8.5		0.7		—
	BellRing Revolving Credit Facility	65.0		—			—		—		—
	BellRing Term B Facility	8.7		—			—		—		—
	Municipal bond	1.1		—			—		—		—
	Credit Agreement	—		—			—		0.8		—
2020	Total	$	3,731.5	$	—		$	49.8	$	23.1	$	—

	Term Loan	$	863.0	$	—		$	—	$	7.6	$	—
	5.75% Senior Notes	27.0		(1.5		)	—		0.3		(0.7		)
	5.625% Senior Notes	20.0		(1.3		)	—		0.2		—
	5.00% Senior Notes	13.0		(1.2		)	—		0.1		—
	Capital lease	0.1		—			—		—		—
	2018 Bridge Loan	—		—			—		2.6		—
2019	Total	$	923.1	$	(4.0	)	$	—	$	10.8	$	(0.7	)

Debt Covenants

Credit Agreement

Under the terms of the Credit Agreement, the Company is required to comply with a financial covenant consisting of a ratio for quarterly maximum ~~senior~~ secured net leverage (as defined in the Credit Agreement) not to exceed 4.25 to 1.00, measured as of the last day of any fiscal quarter, if, as of the last day of such fiscal quarter, the aggregate outstanding amount of all revolving credit loans, swing line loans and letter of credit obligations (subject to certain exceptions specified in the Credit Agreement) exceeds 30% of the Company’s revolving credit commitments. As of March 31, ~~2019,~~2020, the ~~Company was not required to comply with such financial covenant as the aggregate amount of the aforementioned obligations~~Company’s secured net leverage ratio did not exceed ~~30%.~~this threshold.

The Credit Agreement provides for incremental revolving and term loan facilities, and also permits ~~the Company to incur additional~~other secured or unsecured debt, if, among other conditions, ~~the pro forma consolidated interest coverage ratio, calculated~~certain financial ratios are met, as ~~provided~~defined and specified in the Credit Agreement.

Table of Contents

BellRing Credit Agreement

Under the terms of the BellRing Credit Agreement, ~~would be greater than or equal~~BellRing is required to ~~2.00~~comply with a financial covenant requiring BellRing to maintain a total net leverage ratio (as defined in the BellRing Credit Agreement) not to exceed 6.00 to 1.00, ~~after giving effect to such new debt. As~~measured as of the last day of each fiscal quarter. The total net leverage ratio of BellRing did not exceed this threshold as of March 31, ~~2019,~~2020.

NOTE 1817 — PENSION AND OTHER POSTRETIREMENT BENEFITS

The Company maintains qualified defined benefit plans in the United States, the United Kingdom and Canada for certain employees primarily within its Post Consumer Brands and Weetabix segments. Certain of the Company’s employees are eligible to participate in the Company’s postretirement benefit plans (partially subsidized retiree health and life insurance). Amounts for the Canadian plans are included in the North America disclosures and are not disclosed separately because they do not constitute a significant portion of the combined amounts. ~~On October 1, 2018, the Company adopted ASU 2017-07 (see Note 2).~~

The following tables provide the components of net periodic benefit cost (gain) for the pension plans.

North America
Three Months Ended
March 31, Six Months Ended
March 31,
2019 2018 2019 2018
Service cost $ 0.9
$ 1.0
$ 1.9
$ 2.1
Interest cost 1.0
0.9
2.0
1.8
Expected return on plan assets (1.6 ) (1.1 ) (3.2 ) (2.2 )
Recognized net actuarial loss —
0.3
—
0.6
Recognized prior service cost 0.1
—
0.1
—
Net periodic benefit cost $ 0.4
$ 1.1
$ 0.8
$ 2.3

~~Table of Contents~~



	North America
	Three Months Ended March 31,						Six Months Ended March 31,
	2020			2019			2020			2019
Service cost	$	1.0		$	0.9		$	2.1		$	1.9
Interest cost	0.9			1.0			1.8			2.0
Expected return on plan assets	(1.6		)	(1.6		)	(3.2		)	(3.2		)
Recognized net actuarial loss	0.4			—			0.9			—
Recognized prior service cost	0.1			0.1			0.1			0.1
Net periodic benefit cost	$	0.8		$	0.4		$	1.7		$	0.8


	Other International												Other International
	Three Months Ended March 31,						Six Months Ended March 31,						Three Months Ended March 31,						Six Months Ended March 31,
	2019			2018			2019			2018			2020			2019			2020			2019
Service cost	$	1.5		$	1.7		$	2.9		$	3.4		$	—		$	1.5		$	—		$	2.9
Interest cost	4.8			5.1			9.6			9.9			3.7			4.8			7.4			9.6
Expected return on plan assets	(7.3		)	(8.2		)	(14.6		)	(16.0		)	(6.2		)	(7.3		)	(12.4		)	(14.6		)
Net periodic benefit gain	$	(1.0	)	$	(1.4	)	$	(2.1	)	$	(2.7	)	$	(2.5	)	$	(1.0	)	$	(5.0	)	$	(2.1	)

The following table provides the components of net periodic benefit gain for the North American other postretirement benefit plans.



	Three Months Ended March 31,						Six Months Ended March 31,
	2020			2019			2020			2019
Service cost	$	0.2		$	0.1		$	0.3		$	0.2
Interest cost	0.4			0.5			0.9			1.1
Recognized net actuarial loss	0.1			—			0.3			—
Recognized prior service credit	(1.1		)	(1.2		)	(2.3		)	(2.4		)
Net periodic benefit gain	$	(0.4	)	$	(0.6	)	$	(0.8	)	$	(1.1	)

Three Months Ended
March 31, Six Months Ended
March 31,
2019 2018 2019 2018
Service cost $ 0.1
$ 0.1
$ 0.2
$ 0.3
Interest cost 0.5
0.5
1.1
1.0
Recognized net actuarial loss —
—
—
0.1
Recognized prior service credit (1.2 ) (1.1 ) (2.4 ) (2.3 )
Net periodic benefit gain $ (0.6 ) $ (0.5 ) $ (1.1 ) $ (0.9 )

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NOTE 1918 — SHAREHOLDERS’ EQUITY

Stock Repurchases

During the three months ended March 31, 2020, the Company repurchased 2.0 shares of its common stock at an average share price of $101.77 per share for a total cost of $206.0, including broker’s commissions. During the six months ended March 31, 2020, the Company repurchased 4.2 shares of its common stock at an average share price of $102.40 for a total cost of $429.1, including broker’s commissions. Purchases of treasury stock in the Condensed Consolidated Statement of Cash Flows for the six months ended March 31, 2020 included $8.7 of repurchases of common stock that were accrued at September 30, 2019 and did not settle until fiscal 2020. During the three months ended March 31, 2019, the Company repurchased 0.4 shares of its common stock at an average share price of $97.68 per share for a total cost of $40.5, including broker’s commissions. InDuring the six months ended March 31, 2019, the Company repurchased 0.7 shares of its common stock at an average share price of $93.77 ~~for a total cost of $65.8, including broker’s commissions. During the three months ended March 31, 2018, the Company repurchased 1.1 shares of its common stock at an average share price of $74.03~~ per share for a total cost of $82.8, including broker’s commissions. During the six months ended March 31, 2018, the Company repurchased 1.8 shares of its common stock at an average share price of $75.59 per share for a total cost of $138.8,$65.8, including broker’s commissions.

2.5% Series C Cumulative Perpetual Convertible Preferred Stock (the “Series C Preferred”) Conversion and Redemption

In the second quarter of fiscal 2019, the Company completed the redemption of its Series C Preferred. Substantially all of the 3.2 shares of Series C Preferred outstanding as of January 10, 2019, the date the Series C Preferred redemption was announced, were converted into 5.9 shares of the Company’s common stock pursuant to the conversion rights applicable to the Series C Preferred. The remaining shares of Series C Preferred were redeemed.

~~3.75% Series B Cumulative Perpetual Convertible Preferred Stock Conversion and Redemption~~

In the second quarter of fiscal 2018, the Company completed the redemption of its Series B Preferred. Substantially all of the 1.5 shares of Series B Preferred outstanding as of January 10, 2018, the date the Series B Preferred redemption was announced, were converted into 3.1 shares of the Company’s common stock pursuant to the conversion rights applicable to the Series B Preferred. The remaining shares of Series B Preferred were redeemed.

Exercises of Stock Options

InDuring the three and six months ended March 31, 2019, the Company had 1.3 stock options exercised at a weighted average exercise price per share of ~~$32.71. In connection with the exercises, the Company~~$32.71 and as a result, received proceeds of $41.5. The Company had minimal stock options exercised during the three and six months ended March 31, 2020 and received proceeds of $0.6 and $3.4, respectively.

NOTE 2019 — SEGMENTS

~~During the first quarter of fiscal 2019, the Company reorganized its reportable segments in accordance with ASC Topic 280, “Segment Reporting.”~~ At March 31, ~~2019,~~2020, the Company’s reportable segments were as follows:

Post Consumer Brands: North American RTE ~~cereal business;~~cereal;

Weetabix: ~~the~~primarily United Kingdom RTE cereal and ~~branded muesli business sold and distributed primarily outside of North America;~~muesli;

Foodservice: primarily egg and potato products;

Refrigerated Retail: ~~refrigerated retail products, inclusive of~~ side dishes and egg, cheese and ~~sausage;~~sausage products; and

~~Table of Contents~~

~~Active Nutrition:~~BellRing Brands: ready-to-drink (“RTD”) protein shakes, ~~and~~ other ~~ready-to-drink~~RTD beverages, powders and nutrition ~~bars and supplements.~~bars.

Due to the level of integration between the Foodservice and Refrigerated Retail segments, it is impracticable to present total assets separately for each segment. ~~Where practicable, all fiscal 2018 segment results reported herein have~~An allocation has been ~~reclassified to conform with~~made between the March 31, 2019 presentation. Additionally, effective October 1, 2018, 8th Avenue was no longer consolidated in the Company's financial statements and the 60.5% common equity retained interest in 8th Avenue is accountedtwo segments for ~~using the equity method. All historical segment results of 8th Avenue are reported herein as Post’s historical Private Brands segment.~~depreciation based on inventory costing.

Management evaluates each segment’s performance based on its segment profit, which is its earnings before income taxes and equity method earnings/loss before impairment of property, goodwill and other intangible assets, facility closure related costs, restructuring expenses, gain/loss on assets and liabilities held for sale, gain/loss on sale of businesses and facilities, interest expense ~~net~~ and other unallocated corporate income and expenses. The following tables present information about the Company’s reportable segments.



			Three Months Ended March 31,						Six Months Ended March 31,
			2020			2019			2020			2019
Net Sales
	Post Consumer Brands		$	507.9		$	459.1		$	949.1		$	914.4
	Weetabix		113.4			104.1			214.9			205.0
	Foodservice		378.4			389.1			799.0			797.2
	Refrigerated Retail		237.6			219.5			487.5			481.1
	BellRing Brands		257.5			216.5			501.5			402.3
	Eliminations		(0.6		)	(0.5		)	(1.0		)	(0.9		)
		Total	$	1,494.2		$	1,387.8		$	2,951.0		$	2,799.1
Segment Profit
	Post Consumer Brands		$	92.4		$	83.2		$	173.0		$	167.2
	Weetabix		28.0			23.6			51.7			42.5

Table of Contents



	Foodservice		23.8			47.4			70.8			100.1
	Refrigerated Retail		30.2			26.5			56.2			57.0
	BellRing Brands		35.1			44.0			84.4			79.2
		Total segment profit	209.5			224.7			436.1			446.0
General corporate expenses and other			52.7			37.3			80.1			85.7
Gain on sale of business			—			(2.6		)	—			(127.3		)
Interest expense, net			94.0			85.5			196.9			144.9
Loss on extinguishment of debt, net			60.0			—			72.9			6.1
Expense on swaps, net			224.6			63.0			163.2			114.7
(Loss) earnings before income taxes and equity method loss			$	(221.8	)	$	41.5		$	(77.0	)	$	221.9
Net sales by product
	Cereal and granola		$	621.1		$	563.2		$	1,163.6		$	1,119.4
	Eggs and egg products		363.2			381.1			758.5			775.8
	Side dishes		143.1			123.4			291.6			269.1
	Cheese and dairy		56.5			53.7			124.1			124.0
	Sausage		40.3			36.7			86.2			80.3
	Protein-based products and supplements		257.6			216.5			501.7			402.3
	Other		12.9			13.7			26.1			29.1
	Eliminations		(0.5		)	(0.5		)	(0.8		)	(0.9		)
		Total	$	1,494.2		$	1,387.8		$	2,951.0		$	2,799.1
Depreciation and amortization
	Post Consumer Brands		$	28.1		$	29.9		$	56.0		$	59.4
	Weetabix		8.6			8.8			17.3			17.5
	Foodservice		29.7			27.7			58.7			54.7
	Refrigerated Retail		17.6			19.7			35.0			37.7
	BellRing Brands		6.4			6.3			12.8			12.7
		Total segment depreciation and amortization	90.4			92.4			179.8			182.0
	Corporate and accelerated depreciation		1.1			5.4			2.0			9.4
		Total	$	91.5		$	97.8		$	181.8		$	191.4


Assets									March 31, 2020			September 30, 2019
	Post Consumer Brands								$	3,321.8		$	3,296.3
	Weetabix								1,793.5			1,779.1
	Foodservice and Refrigerated Retail								5,093.5			5,033.8
	BellRing Brands								725.5			594.0
	Corporate								1,303.3			1,248.4
		Total							$	12,237.6		$	11,951.6

Three Months Ended
March 31, Six Months Ended
March 31,
2019 2018 2019 2018
Net Sales
Post Consumer Brands $ 459.1
$ 462.3
$ 914.4
$ 894.3
Weetabix 104.1
109.0
205.0
208.7
Foodservice 389.1
380.2
797.2
749.1
Refrigerated Retail 219.5
219.8
481.1
361.5
Active Nutrition 216.5
205.2
402.3
391.2
Private Brands —
212.6
—
419.0
Eliminations (0.5 ) (3.0 ) (0.9 ) (4.6 )
Total $ 1,387.8
$ 1,586.1
$ 2,799.1
$ 3,019.2
Segment Profit
Post Consumer Brands $ 83.2
$ 91.1
$ 167.2
$ 161.3
Weetabix 23.6
15.7
42.5
32.5
Foodservice 47.4
42.9
100.1
88.8
Refrigerated Retail 26.5
19.8
57.0
43.0
Active Nutrition 44.0
26.1
79.2
45.9
Private Brands —
14.2
—
31.1
Total segment profit 224.7
209.8
446.0
402.6
General corporate expenses and other 37.3
45.5
85.7
73.8
Gain on sale of business (2.6 ) —
(127.3 ) —
Interest expense, net 85.5
98.8
144.9
189.3
Loss on extinguishment of debt, net —
0.3
6.1
37.6
Expense (income) on swaps, net 63.0
(50.5 ) 114.7
(53.2 )
Earnings before income taxes and equity method loss $ 41.5
$ 115.7
$ 221.9
$ 155.1
Depreciation and amortization
Post Consumer Brands $ 29.9
$ 30.9
$ 59.4
$ 61.8
Weetabix 8.8
12.7
17.5
19.8
Foodservice 27.7
26.0
54.7
49.9
Refrigerated Retail 19.7
15.3
37.7
22.8
Active Nutrition 6.3
6.4
12.7
12.9
Private Brands —
11.7
—
25.1
Total segment depreciation and amortization 92.4
103.0
182.0
192.3
Corporate and accelerated depreciation 5.4
1.6
9.4
2.8
Total $ 97.8
$ 104.6
$ 191.4
$ 195.1

Assets March 31,
2019 September 30,
2018
Post Consumer Brands $ 3,375.0
$ 3,391.7
Weetabix 1,856.7
1,853.3
Foodservice and Refrigerated Retail 5,105.1
5,132.4
Active Nutrition 600.8
559.3
Private Brands —
1,055.3
Corporate 345.2
1,065.5
Total $ 11,282.8
$ 13,057.5

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NOTE 20 — SUBSEQUENT EVENT

On May 5, 2020, the Company repaid $150.0 of the outstanding principal value on its Revolving Credit Facility using cash on hand. As of May 5, 2020, the Revolving Credit Facility had outstanding letters of credit of $21.8, which reduced the available borrowing capacity under the Revolving Credit Facility to $378.2.

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ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity and capital resources of Post Holdings, Inc. and its consolidated subsidiaries. This discussion should be read in conjunction with our unaudited condensed consolidated financial statements and notes thereto included herein, our audited Annual Report on Form 10-K for the fiscal year ended September 30, ~~2018~~2019 and the “Cautionary Statement ~~Regarding~~on Forward-Looking Statements” section included below. The terms “our,” “we,” “us,” “Company” and “Post” as used herein refer to Post Holdings, Inc. and its consolidated subsidiaries.

OVERVIEW

We are a consumer packaged goods holding company operating in five reportable segments: Post Consumer Brands, Weetabix, Foodservice, Refrigerated Retail and ~~Active Nutrition.~~BellRing Brands. Our products are sold through a variety of channels ~~such as~~including grocery, club and drug stores, mass merchandisers, foodservice, food ingredient and eCommerce.

~~Segment Reorganization~~

~~During the first quarter of fiscal 2019, we reorganized our reportable segments in accordance with Accounting Standards Codification (“ASC”) Topic 280, “Segment Reporting.”~~ At March 31, ~~2019,~~2020, our reportable segments were as follows:

Post Consumer Brands: North American ready-to-eat (“RTE”) ~~cereal business;~~cereal;

Weetabix: ~~the~~primarily United Kingdom RTE cereal and branded ~~muesli business sold and distributed primarily outside of North America;~~muesli;

Foodservice: primarily egg and potato products;

Refrigerated Retail: ~~refrigerated retail products, inclusive of~~ side dishes and egg, cheese and ~~sausage;~~sausage products; and

~~Active Nutrition: protein shakes and other~~BellRing Brands: ready-to-drink (“RTD”) protein shakes, other RTD beverages, powders and nutrition ~~bars and supplements.~~

~~Where practicable, all segment results reported herein have been reclassified to conform with the March 31, 2019 presentation.~~bars.

Transactions

On October 21, 2019, BellRing Brands, Inc. (“BellRing”), our subsidiary, closed its initial public offering (the “IPO”) of 39.4 million shares of its Class A common stock, $0.01 par value per share (the “Class A Common Stock”), which number of shares included the underwriters’ exercise in full of their option to purchase up to an additional 5.1 million shares of Class A Common Stock. The IPO was completed at an offering price of $14.00 per share and BellRing received net proceeds from the IPO of $524.4 million, after deducting underwriting discounts and commissions. As a result of the IPO and certain other transactions completed in connection with the IPO (the “formation transactions”), BellRing is a publicly-traded company whose Class A Common Stock is traded on the New York Stock Exchange under the ticker symbol “BRBR”. BellRing is a holding company of BellRing Brands, LLC, a Delaware limited liability company (“BellRing LLC”), owning 28.8% of its non-voting membership units (the “BellRing LLC units”). We own 71.2% of the BellRing LLC units and one share of BellRing’s Class B common stock, $0.01 par value per share (the “Class B Common Stock” and, collectively with the Class A Common Stock, the “BellRing Common Stock”). The Class B Common Stock has voting rights but no rights to dividends or other economic rights. For so long as we (other than BellRing and its subsidiaries) directly own more than 50% of the BellRing LLC units, the Class B Common Stock represents 67% of the combined voting power of the BellRing Common Stock. BellRing LLC is the holding company for our historical active nutrition business, reported herein as the BellRing Brands segment and reported historically as the Active Nutrition segment.

Effective October 21, 2019, the financial results of BellRing and its subsidiaries were consolidated within our financial results and 28.8% of the consolidated net income and net assets of BellRing and its subsidiaries, representing the percentage of economic interest in BellRing LLC held by BellRing (and therefore indirectly held by the public stockholders of BellRing through their ownership of the Class A Common Stock), is allocated to noncontrolling interest. The term “BellRing” as used herein generally refers to BellRing Brands, Inc.; however, in discussions related to debt facilities, the term “BellRing” refers to BellRing Brands, LLC. For additional information, see Notes 1 and 5 within “Notes to Condensed Consolidated Financial Statements.”

On October 1, 2018, ~~Post and affiliates of Thomas H. Lee Partners, L.P. (collectively, “THL”) separately capitalized~~ 8th Avenue Food & Provisions, Inc. (“8th ~~Avenue,” and such~~Avenue”) was separately capitalized through a series of transactions ~~the~~(the “8th Avenue Transactions”), and 8th Avenue became the holding company for our historical private brands business. We ~~received gross proceeds of $875.0 million, as well as$16.8~~ ~~related to final working capital adjustments,~~ ~~from the 8th Avenue Transactions, and~~retained shares of common stock equal to 60.5% of the common equity in 8th Avenue. ~~Effective October 1, 2018,~~ 8th Avenue ~~was~~is no longer consolidated in our financial statements and the 60.5% common equity retained interest in 8th Avenue is accounted for using the equity method. ~~8th Avenue is reported historically herein as our Private Brands segment.~~ For additional information, see Notes 4 ~~6, 9~~ and 175 within “Notes to Condensed Consolidated Financial Statements.”

~~On April 8, 2019, we announced that one~~COVID-19

The COVID-19 pandemic has created global economic disruption and uncertainty, including in our business. We are closely monitoring the impact of the COVID-19 pandemic and are taking necessary actions to ensure our ability to safeguard the health of our ~~subsidiaries had confidentially submitted a draft registration statement on Form S-1~~employees, maintain the continuity of our supply chain to serve customers and manage our financial performance and liquidity. Examples of actions we have taken in response to the ~~Securities~~pandemic include:

reinforcing manufacturing facilities with adequate supplies, staffing and Exchange Commission (the “SEC”) related to the proposed initial public offering of our active nutrition business. There can be no assurance that the confidential submission of a draft registration statement on Form S-1 will result in any transaction or other action by us.support;

~~Acquisition and Integration Activity~~

We acquired Bob Evans Farms, Inc. (“Bob Evans”) on January 12, 2018, and it is reported in both the Foodservice and Refrigerated Retail segments. In connection with the acquisition of Bob Evans and the segment reorganization in the first quarter of fiscal 2019, our legacy Refrigerated Food segment, which included the results of Bob Evans and our legacy egg, potato and cheese businesses in fiscal 2018, was split into two segments. Our foodservice and food ingredient businesses are now reported in our Foodservice segment and our retail businesses are now reported in our Refrigerated Retail segment. Due to the level of integration within existing businesses, certain discrete financial data for Bob Evans and our legacy foodservice and refrigerated retail businesses is not available for the three and six months ended March 31, 2019.

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~~Revenue~~enhancing facility safety measures and working closely with public health officials to follow additional health and safety guidelines;

drawing $500.0 million of our $750.0 million revolving credit facility to further enhance liquidity;

temporarily suspending our share repurchase program;

actively managing our foodservice egg supply, including taking measures to reduce internal production, invoking force majeure contractual rights with respect to certain of our suppliers and repurposing product into our retail channel; and

within our foodservice business, approaching cost reduction in a restrained manner with the goal of preserving our ability to respond quickly as demand resumes. We will manage costs more aggressively if the reduced demand for our foodservice products extends over a longer period.

Since the effects of the COVID-19 pandemic, including the actions of public health and other governmental officials in response to the pandemic, began to impact the categories in which we operate, our products sold through the food, drug and mass, club and eCommerce channels have generally experienced an increase in sales as a result of consumer pantry loading and increased at-home consumption. We expect some of the benefit of what amounts to a massive trial exercise (as consumers try products that they may not have been purchasing previously) to convert into an intermediate term improvement in category trends across our retail businesses. However, there is no guarantee that such increase in sales and/or intermediate term improvement in category trends will continue or be realized. Our foodservice business has been negatively impacted by lower demand resulting from ~~Contracts with Customers~~the impact of the COVID-19 pandemic on various channels, including full service restaurants, quick service restaurants, education and travel and lodging. For additional discussion, refer to “Liquidity and Capital Resources” and “Cautionary Statement on Forward-Looking Statements” within this section, as well as “Risk Factors” in Part II of this report.

Lease Accounting

On October 1, ~~2018,~~2019, we adopted Accounting Standards Update (“ASU”) ~~2014-09, “Revenue from Contracts with Customers~~2016-02, “Leases (Topic ~~606)~~842),” ~~which superseded all previously existing revenue recognition guidance under accounting principles generally accepted in the United States of America (“GAAP”). Upon~~and ASU 2018-11, “Leases (Topic 842): Targeted Improvements.” At adoption, we ~~reclassified certain payments to customers from “Selling, general,~~recognized right-of-use assets and ~~administrative expenses” to “Net Sales”~~lease liabilities of $158.1 million and ~~recognized deferred revenue in “Net Sales” in~~$168.2 million, respectively, on the ~~Condensed Consolidated Statements of Operations for the three and six months ended March 31,~~balance sheet at October 1, 2019. For additional information regarding ~~ASU 2014-09,~~the ASUs, refer to Notes 2 and 315 within “Notes to Condensed Consolidated Financial Statements.” ~~The following table presents the impact on net sales resulting from the adoption of ASU 2014-09 by segment.~~

dollars in millions Three Months Ended
March 31, 2019 Six Months Ended
March 31, 2019
Post Consumer Brands $ (2.4 ) $ (4.4 )
Weetabix —
—
Foodservice (1.5 ) (2.7 )
Refrigerated Retail (1.9 ) (1.9 )
Active Nutrition (1.5 ) (2.6 )
$ (7.3 ) $ (11.6 )

RESULTS OF OPERATIONS


	Three Months Ended March 31,											Six Months Ended March 31,											Three Months Ended March 31,											Six Months Ended March 31,
							favorable/(unfavorable)											favorable/(unfavorable)											favorable/(unfavorable)											favorable/(unfavorable)
dollars in millions	2019			2018			$ Change			% Change		2019			2018			$ Change			% Change		2020			2019			$ Change			% Change		2020			2019			$ Change			% Change
Net Sales	$	1,387.8		$	1,586.1		$	(198.3	)	(13	)%	$	2,799.1		$	3,019.2		$	(220.1	)	(7	)%	$	1,494.2		$	1,387.8		$	106.4		8	%	$	2,951.0		$	2,799.1		$	151.9		5	%

Operating Profit	$	186.3		$	160.7		$	25.6		16	%	$	480.2		$	321.7		$	158.5		49	%	$	153.5		$	186.3		$	(32.8	)	(18	)%	$	349.5		$	480.2		$	(130.7	)	(27	)%
Interest expense, net	85.5			98.8			13.3			13	%	144.9			189.3			44.4			23	%	94.0			85.5			(8.5		)	(10	)%	196.9			144.9			(52.0		)	(36	)%
Loss on extinguishment of debt, net	—			0.3			0.3			100	%	6.1			37.6			31.5			84	%	60.0			—			(60.0		)	n/a		72.9			6.1			(66.8		)	(1,095	)%
Expense (income) on swaps, net	63.0			(50.5		)	(113.5		)	(225	)%	114.7			(53.2		)	(167.9		)	(316	)%
Expense on swaps, net																							224.6			63.0			(161.6		)	(257	)%	163.2			114.7			(48.5		)	(42	)%
Other income, net	(3.7		)	(3.6		)	0.1			3	%	(7.4		)	(7.1		)	0.3			4	%	(3.3		)	(3.7		)	(0.4		)	(11	)%	(6.5		)	(7.4		)	(0.9		)	(12	)%
Income tax (benefit) expense	(11.6		)	23.9			35.5			149	%	32.2			(231.9		)	(264.1		)	(114	)%	(47.1		)	(11.6		)	35.5			306	%	(16.7		)	32.2			48.9			152	%
Equity method loss, net of tax	8.8			—			(8.8		)	n/a		19.5			—			(19.5		)	n/a		11.1			8.8			(2.3		)	(26	)%	18.4			19.5			1.1			6	%
Less: Net earnings attributable to noncontrolling interest	0.3			0.3			—			—	%	0.6			0.6			—			—	%
Net Earnings	$	44.0		$	91.5		$	(47.5	)	52	%	$	169.6		$	386.4		$	(216.8	)	(56	)%
Less: Net earnings attributable to noncontrolling interests																							5.6			0.3			(5.3		)	(1,767	)%	13.5			0.6			(12.9		)	(2,150	)%
Net (Loss) Earnings																							$	(191.4	)	$	44.0		$	(235.4	)	(535	)%	$	(92.2	)	$	169.6		$	(261.8	)	(154	)%

Net Sales

Net sales ~~decreased $198.3~~increased $106.4 million, or ~~13%~~8%, during the three months ended March 31, ~~2019,~~2020, and ~~decreased $220.1~~increased $151.9 million, or 7%5%, during the six months ended March 31, ~~2019,~~2020, compared to the corresponding periods in the prior year. These ~~decreases~~increases were ~~primarily~~ due to the absence of net sales in the current year periods attributable to our historical Private Brands segment ($212.6 million and $419.0 million in the three and six months ended March 31, 2018, respectively), which is no longer consolidated growth in our ~~financial results~~BellRing Brands, Post Consumer Brands, Refrigerated Retail and ~~is accounted for using the equity method as a result of the 8th Avenue Transactions,~~Weetabix segments, partially offset by ~~the inclusion of incremental net sales from our prior year acquisition of Bob Evans on January 12, 2018. Additionally, net sales grew~~a decline in our Foodservice ~~and Active Nutrition segments for the three and six months ended March 31, 2019 and in our Post Consumer Brands~~ segment ~~for the six months ended March 31, 2019, compared to the corresponding periods in the prior year. Net sales in our Post Consumer Brands segment decreased~~ during the three months ended March 31, ~~2019, compared~~2020. All segments were impacted by significant changes in consumer behavior in response to the ~~corresponding prior year period. Net sales in our Weetabix segment decreased during the three and six months ended March 31, 2019, compared to the corresponding prior year periods.~~COVID-19 pandemic. For further discussion, refer to “Segment Results” within this section.

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Operating Profit

Operating profit ~~increased $25.6~~decreased $32.8 million, or ~~16%~~18%, during the three months ended March 31, ~~2019,~~2020, compared to the corresponding period in the prior year. ~~This increase~~The decrease was primarily due to lower segment profit within our Foodservice and BellRing Brands segments, as well as increased general corporate expenses and other, partially offset by increased segment profit within our ~~Active Nutrition, Foodservice,~~Post Consumer Brands, Weetabix and Refrigerated Retail and Weetabix segments, as well as the inclusion of incremental segment profit contribution from our prior year acquisition of Bob Evans. General corporate expenses decreased in the three months ended March 31, 2019, as compared to the prior year period. These positive impacts were partially offset by the absence of segment profit in the current year period attributable to our historical Private Brands segment ($14.2 million in the three months ended March 31, 2018), which is no longer consolidated in our financial results and is accounted for using the equity method as a result of the 8th Avenue Transactions.segments.

Operating profit ~~increased $158.5~~decreased $130.7 million, or ~~49%~~27%, during the six months ended March 31, ~~2019,~~2020, compared to the corresponding period in the prior year. ~~Operating~~In the six months ended March 31, 2019, operating profit was impacted by gains of $127.9 million related to the 8th Avenue Transactions and the sale of ~~the~~our Post Consumer Brands cereal warehouse in Clinton, ~~Massachusetts in the six months ended March 31, 2019, as well as a provision for legal settlement of $11.0 million in the six months ended March 31, 2018.~~Massachusetts. Excluding these impacts, operating profit ~~increased $19.6~~decreased $2.8 million, or 6%1%, ~~in the six months ended March 31, 2019. This increase was~~ primarily due to ~~the inclusion of incremental~~lower segment profit ~~contribution from~~within our ~~prior year acquisition of Bob Evans,~~Foodservice and Refrigerated Retail segments, partially offset by ~~the absence of~~increased segment profit ~~in the current year period attributable to~~within our ~~historical Private~~Weetabix, Post Consumer Brands ~~segment ($31.1 million in the six months ended March 31, 2018), which is no longer consolidated in our financial results~~ and ~~is accounted for using the equity method~~BellRing Brands segments, as ~~a result of the 8th Avenue Transactions. Additionally, segment profit increased within all of our segments. General~~well as decreased general corporate expenses ~~increased in the six months ended March 31, 2019, as compared to the prior year period.~~and other.

For further discussion, refer to “Segment Results” within this section.

Interest Expense, Net

Interest expense, net ~~decreased $13.3~~increased $8.5 million, or ~~13%~~10%, during the three months ended March 31, ~~2019,~~2020, compared to the corresponding period in the prior ~~year. The decrease was primarily due to a reduction~~year, driven by an increase in the principal balance of debt outstanding ~~due to repayments~~from senior notes issued in fiscal 2020 and ~~repurchases of certain debt in~~ fiscal 2019 and ~~2018,~~debt entered into in connection with the IPO on October 21, 2019, partially offset by ~~an increase~~reduced interest expense of $15.3 million as a result of the repayment of our term loan in ~~our weighted-average interest rate resulting from a change in debt mix.~~the first quarter of fiscal 2020. Our weighted-average interest rate on our total outstanding debt was ~~5.3%~~5.4% and ~~5.0%~~5.3% for the three months ended March 31, 2020 and 2019, respectively. This increase in our weighted-average interest rate was driven by a change in the mix of debt outstanding as a result of repayments and issuances that occurred in the first half of fiscal 2020 and the second half of fiscal 2019.

Interest expense, net increased $52.0 million, or 36%, during the six months ended March 31, 2020, compared to the corresponding period in the prior year, driven by increased reclassifications of losses (compared to gains in the prior year period) of $37.5 million from accumulated other comprehensive loss to interest expense related to our interest rate swap contracts that were previously designated as hedging instruments. Additionally, interest expense was negatively impacted by an increase in the principal balance of debt outstanding from senior notes issued in fiscal 2020 and fiscal 2019 and ~~2018,~~debt entered into in connection with the IPO on October 21, 2019, partially offset by reduced interest expense of $26.6 million as a result of the repayment of our term loan. Our weighted-average interest rate on our total outstanding debt was 5.5% and 5.2% for the six months ended March 31, 2020 and 2019, respectively. ~~Additionally, with respect~~This increase in our weighted-average interest rate was driven by a change in the mix of debt outstanding as a result of repayments and issuances that occurred in the first half of fiscal 2020 and the second half of fiscal 2019. During the six months ended March 31, 2019, we recorded $4.7 million of interest expense related to amounts owed to former holders of shares of Bob Evans Farms, Inc. (“Bob Evans”) common stock who demanded appraisal of their shares under Delaware law and ~~have~~had not withdrawn their ~~demands, we recorded $0.4 million and $3.8 million of interest expense during the three months ended March 31, 2019 and 2018, respectively.~~

Interest expense, net decreased $44.4 million, or 23%, during the six months ended March 31, 2019, compared to the corresponding period in the prior year. The decrease was primarily due to an increase in reclassifications of gains totaling $30.3 million from accumulated other comprehensive income (“OCI”) to interest expense, largely related to the termination of a portion of our interest rate swap contracts that were designated as hedging instruments. Additionally, interest expense was positively impacted by a decrease in the principal balance of debt outstanding due to repayments and repurchases of certain debt in fiscal 2019 and 2018, partially offset by an increase in our weighted-average interest rate resulting from a change in debt mix. Our weighted-average interest rate on our total outstanding debt was 5.2% and 5.0% for the six months ended March 31, 2019 and 2018, respectively. Additionally, with respect to amounts owed to former holders of shares of Bob Evans common stock who demanded appraisal of their shares under Delaware law and have not withdrawn their demands, we recorded $4.7 million and $3.8 million of interest expense during the six months ended March 31, 2019 and 2018, respectively.demands.

For additional information on our interest rate swaps designated as hedging instruments, refer to Note 1412 within “Notes to Condensed Consolidated Financial Statements.” For additional information on former holders of Bob Evans common stock who demanded appraisal of their shares, refer to ~~Notes 4 and 16~~Note 14 within “Notes to Condensed Consolidated Financial Statements.” For additional information on our debt, refer to Note 1716 within “Notes to Condensed Consolidated Financial Statements” and “Quantitative and Qualitative Disclosures About Market Risk” within Item 3.

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Loss on Extinguishment of Debt, Net

Fiscal 2020

During the three months ended March 31, 2020, we recognized a loss of $60.0 million related to the repayments of the outstanding principal balances of our 5.50% notes due in March 2025 and our 8.00% senior notes, as well as the amendment and restatement of our credit agreement.The loss included premiums paid of $49.8 million and write-offs of debt issuance costs of $10.2 million.

During the six months ended March 31, 2020, we recognized a loss of $72.9 million related to the repayments of the outstanding principal balances of our 2020 bridge loan, our term loan, our 5.50% notes due in March 2025 and our 8.00% senior notes, as well as the amendment and restatement of our credit agreement. The loss included premiums paid of $49.8 million and write-offs of debt issuance costs of $23.1 million.

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Fiscal 2019

During the six months ended March 31, 2019, we recognized a net loss of $6.1 million related to the ~~repayment~~repayments of a portion of our term loan, the assumption of our 2018 bridge loan by 8th Avenue in connection with the 8th Avenue Transactions and the repurchase and retirement of portions of the principal balances of our 5.75% senior notes, ~~due in March 2027,~~ 5.625% senior notes ~~due in January 2028~~ and 5.00% senior ~~notes due in August 2026.~~notes. The net loss included write-offs of debt issuance costs of $10.8 million, partially offset by gains realized on debt repurchased at a discount of $4.0 million and the write-off of an unamortized debt premium of $0.7 million.

~~Fiscal 2018~~

During the three months ended March 31, 2018, we recognized a net loss of $0.3 million related to the amendment of our term loan and the extinguishment of a portion of the principal balances of our 5.75% and 8.00% senior notes due in March 2027 and July 2025, respectively. The loss included payments of a premium and debt extinguishment costs of $2.7 million and debt issuance costs write-offs of $1.6 million, partially offset by the write-off of an unamortized debt premium of $2.7 million and gains realized on debt repurchased at a discount of $1.3 million.

During the six months ended March 31, 2018, we recognized a net loss of $37.6 million related to the extinguishment of the principal balance of our 6.00% senior notes due in December 2022, a portion of our 5.75% and 8.00% senior notes due in March 2027 and July 2025, respectively, and the amendment of our term loan. The loss included payments of premiums and debt extinguishment costs of $33.5 million and debt issuance costs write-offs of $8.1 million, partially offset by the write-off of an unamortized debt premium of $2.7 million and gains realized on debt repurchased at a discount of $1.3 million.

For additional information on our debt, refer to Note 1716 within “Notes to Condensed Consolidated Financial Statements.”

Expense ~~(Income)~~ on Swaps, Net

Fiscal ~~2019~~2020

During the three and six months ended March 31, ~~2019,~~2020, we recognized net losses of ~~$63.0~~$224.6 million and ~~$114.7~~$163.2 million, respectively, on our interest rate swaps that are not designated as hedging instruments. During the three months ended March 31, ~~2019,~~2020, the net losses included non-cash mark-to-market losses of ~~$62.9~~$224.2 million and ~~cash~~ settlements paid of ~~$0.1~~$0.4 million. During the six months ended March 31, ~~2019,~~2020, the net losses included non-cash mark-to-market losses of ~~$114.4~~$143.7 million and ~~cash~~ settlements paid of ~~$0.3~~$19.5 million.

Fiscal ~~2018~~2019

During the three and six months ended March 31, ~~2018,~~2019, we recognized net ~~gains~~losses of ~~$50.5~~$63.0 million and ~~$53.2~~$114.7 million, respectively, on our interest rate swaps that are not designated as hedging instruments. ~~During~~Of the total losses recognized in the three months ended March 31, ~~2018, the net gains included~~2019, $62.9 million related to non-cash ~~mark-to-market gains of $50.9~~adjustments and $0.1 million ~~which were partially offset by~~related to cash settlements ~~paid of $0.4 million. During~~paid. Of the total losses recognized in the six months ended March 31, ~~2018, the net gains included~~2019, $114.4 million related to non-cash ~~mark-to-market gains of $54.0~~adjustments and $0.3 million ~~which were partially offset by~~ related to cash settlements ~~paid of $0.8 million.~~paid.

For additional information on our interest rate ~~and cross-currency~~ swap contracts, refer to Note 1412 within “Notes to Condensed Consolidated Financial Statements” and “Quantitative and Qualitative Disclosures About Market Risk” within Item 3.

Income ~~Taxes~~Tax (Benefit) Expense

Our effective income tax rate was 21.2% and 21.7% for the three and six months ended March 31, 2020, respectively, and (28.0)% and 14.5% ~~during~~for the three and six months ended March 31, 2019, ~~respectively, and 20.7% and (149.5)% for the three and six months ended March 31, 2018,~~ respectively. In accordance with ASC Topic 740, “Income Taxes,” we record income tax (benefit) expense for interim periods using the estimated annual effective income tax rate for the full fiscal year adjusted for the impact of discrete items occurring during the interim periods.

In the fiscal 2019 periods, our effective income tax rates differed significantly from the statutory rate as a result of $21.2 million of discrete tax benefit items occurring in the three months ended March 31, 2019, of which $17.6 million related to excess tax benefits for share-based payments.

InOn March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was enacted and signed into law. Certain provisions of the CARES Act impact our accounting for income taxes, such as modifications to the limitation of business interest expense deductibility for tax years beginning in 2019 and 2020, and have been accounted for within the three and six months ended March 31, ~~2018, we recorded an income tax benefit of $231.9 million. This benefit was driven by the Tax Cuts~~2020. The CARES Act did not have a material impact on our financial statements as its impact primarily related to immaterial short and ~~Jobs Act (the “Tax Act”), which was enacted~~long-term classifications on ~~December 22, 2017. The Tax Act resulted in significant impacts to~~ our accounting for income taxes with the most significant of these impacts relating to the reduction of the U.S. federal corporate income tax rate, a one-time transition tax on unrepatriated foreign earnings and full expensing of certain qualified depreciable assets placed in service after September 27, 2017 and before January 1, 2023. The Tax Act enacted a new U.S. federal corporate income tax rate of 21% that went into effect for our 2019 tax year and was prorated with the pre-December 22, 2017 U.S. federal corporate income tax rate of 35% for our 2018 tax year. This proration resulted in a blended U.S. federal corporate income tax rate of 24.5% for fiscal 2018. During the six months ended March 31, 2018, we (i) remeasured our existing deferred tax assets and liabilities considering both the 2018 fiscal year blended rate and the 21% rate for periods beyond fiscal 2018 and recorded a provisional taxCondensed Consolidated Balance Sheet.

~~Table of Contents~~

benefit of $272.4 million (adjusted to $281.2 million during the year ended September 30, 2018) and (ii) calculated the one-time transition tax and recorded provisional tax expense of $7.1 million (adjusted to $10.3 million during the year ended September 30, 2018). Full expensing of certain depreciable assets resulted in temporary differences, which were analyzed throughout fiscal 2018 as assets were placed in service. Included in (i) above is a tax benefit adjustment of $1.7, recorded in the three months ended March 31, 2018, to further refine the remeasurement made in the first quarter of fiscal 2018 of our existing deferred tax assets and liabilities considering both the 2018 fiscal year blended rate and the 21% rate for periods beyond fiscal 2018. We finalized the impacts of the Tax Act, and no additional adjustments were or will be recorded in fiscal 2019.

SEGMENT RESULTS

We evaluate each segment’s performance based on its segment profit, which is its earnings before income taxes and equity method earnings/loss before impairment of property, goodwill and other intangible assets, facility closure related costs, restructuring expenses, gain/loss on assets and liabilities held for sale, gain/loss on sale of businesses and facilities, interest expense ~~net~~ and other unallocated corporate income and expenses.

Post Consumer Brands


	Three Months Ended March 31,											Six Months Ended March 31,										Three Months Ended March 31,										Six Months Ended March 31,
							favorable/(unfavorable)											favorable/(unfavorable)										favorable/(unfavorable)										favorable/(unfavorable)
dollars in millions	2019			2018			$ Change			% Change		2019			2018			$ Change		% Change		2020			2019			$ Change		% Change		2020			2019			$ Change		% Change
Net Sales	$	459.1		$	462.3		$	(3.2	)	(1	)%	$	914.4		$	894.3		$	20.1	2	%	$	507.9		$	459.1		$	48.8	11	%	$	949.1		$	914.4		$	34.7	4	%
Segment Profit	$	83.2		$	91.1		$	(7.9	)	(9	)%	$	167.2		$	161.3		$	5.9	4	%	$	92.4		$	83.2		$	9.2	11	%	$	173.0		$	167.2		$	5.8	3	%
Segment Profit Margin	18		%	20		%						18		%	18		%					18		%	18		%					18		%	18		%

Net sales for the Post Consumer Brands segment decreased $3.2 million, or 1%, for the three months ended March 31, 2019, when compared to the prior year period. Current year net sales were impacted by the reclassification of certain payments to customers of $2.4 million from selling expenses to net sales in connection with the adoption of ASU 2014-09. Excluding this impact, net sales decreased $0.8 million, primarily driven by 4% lower volume, partially offset by higher average net selling prices. Volume declines were primarily due to reductions in ~~Honey Bunches of Oats, Malt-O-Meal~~ ~~bags,~~ ~~Great Grains~~ and adult classic brands. These decreases were partially offset by increases in private label RTE cereal, licensed products and kid classic brands. Average net selling prices increased when compared to the prior year period resulting from targeted price increases, partially offset by an unfavorable sales mix.

Net sales for the Post Consumer Brands segment increased ~~$20.1~~$48.8 million, or 2%11%, for the ~~six~~three months ended March 31, ~~2019,~~2020, when compared to the prior year period, primarily driven by 14% higher ~~average net selling prices resulting from targeted price increases. Volume increased slightly,~~volume. This increase in volume was largely due to an increase in consumer purchases in response to the COVID-19 pandemic, driven by gains in Honey Bunches of Oats, private label ~~RTE~~ cereal, Pebbles, Malt-O-Meal bag cereal, adult and ~~licensed products, both of which were driven by distribution gains and new product introductions, and~~kid classic ~~brands. These increases were~~ brands and Great Grains, partially offset by declines in ~~Malt-O-Meal~~ ~~bags,~~ ~~Great Grains~~ licensed

Table of Contents

products and natural and organic cereal volume. Average net selling prices decreased when compared to the prior year period resulting from an unfavorable product mix and higher trade spending, driven by both planned promotional spending, as well as higher than expected volumes of products sold under promotions which were planned and in place prior to the COVID-19 pandemic.

Net sales for the Post Consumer Brands segment increased $34.7 million, or 4%, for the six months ended March 31, 2020, when compared to the prior year period, primarily driven by 5% higher volume. This increase in volume was largely due to an increase in consumer purchases in response to the COVID-19 pandemic, driven by gains in private label cereal, Honey Bunches of Oats, Pebbles and Malt-O-Meal bag cereal, partially offset by volume declines in natural and organic cereal, licensed products, adult classic brands and Great Grains. Average net selling prices decreased when compared to the prior year period resulting from an unfavorable product mix and higher trade spending, driven by both planned promotional spending, as well as higher than expected volumes of products sold under promotions which were planned and in place prior to the COVID-19 pandemic. These negative pricing impacts were partially offset by targeted price increases that occurred in the first quarter of fiscal 2019.

Segment profit for the three months ended March 31, ~~2019 decreased $7.9~~2020 increased $9.2 million, or 9%, when compared to the prior year period, primarily driven by lower volume, as previously discussed, unfavorable manufacturing costs of $5.0 million, higher freight costs of $5.5 million (excluding volume-driven impacts) and higher raw material costs of $4.6 million. These negative impacts were partially offset by higher average net selling prices, as previously discussed, as well as lower advertising and consumer spending of $2.3 million and decreased integration costs of $2.4 million.

~~Segment profit for the six months ended March 31, 2019 increased $5.9 million, or 4%~~11%, when compared to the prior year period, primarily driven by higher ~~average~~ net ~~selling prices,~~sales, as previously discussed, ~~as well as~~ lower ~~advertising and consumer spending~~manufacturing costs of ~~$11.5~~$7.4 million, reduced freight costs of $7.0 million and ~~decreased integration~~lower third party consulting costs of ~~$5.8~~$1.5 million. These positive impacts were partially offset by ~~higher freight costs of $11.0 million (excluding volume-driven impacts), unfavorable manufacturing costs of $7.9 million and~~increased employee-related expenses, higher raw material costs of ~~$8.8~~$2.9 million, increased product donations of $2.7 million, increased advertising and consumer spending of $1.6 million and higher warehousing costs of $1.4 million.

~~Table~~Segment profit for the six months ended March 31, 2020 increased $5.8 million, or 3%, when compared to the prior year period, primarily driven by higher net sales, as previously discussed, lower manufacturing costs of ~~Contents~~

$12.1 million and reduced freight costs of $11.5 million. These positive impacts were partially offset by increased employee-related expenses, higher product donations of $4.1 million, increased advertising and consumer spending of $3.5 million, higher warehousing costs of $2.9 million, higher raw material costs of $2.7 million and increased integration expense of $1.5 million.

Weetabix


	Three Months Ended March 31,											Six Months Ended March 31,											Three Months Ended March 31,										Six Months Ended March 31,
							favorable/(unfavorable)											favorable/(unfavorable)											favorable/(unfavorable)										favorable/(unfavorable)
dollars in millions	2019			2018			$ Change			% Change		2019			2018			$ Change			% Change		2020			2019			$ Change		% Change		2020			2019			$ Change		% Change
Net Sales	$	104.1		$	109.0		$	(4.9	)	(4	)%	$	205.0		$	208.7		$	(3.7	)	(2	)%	$	113.4		$	104.1		$	9.3	9	%	$	214.9		$	205.0		$	9.9	5	%
Segment Profit	$	23.6		$	15.7		$	7.9		50	%	$	42.5		$	32.5		$	10.0		31	%	$	28.0		$	23.6		$	4.4	19	%	$	51.7		$	42.5		$	9.2	22	%
Segment Profit Margin	23		%	14		%						21		%	16		%						25		%	23		%					24		%	21		%

Net sales for the Weetabix segment ~~decreased $4.9~~increased $9.3 million, or 4%9%, for the three months ended March 31, ~~2019,~~2020, when compared to the prior year period, ~~primarily~~ due to ~~unfavorable foreign exchange rates. Excluding this impact, net sales increased driven by~~6% higher volume and improved average net selling prices. This increase in volume was largely due to an increase in consumer purchases in response to the COVID-19 pandemic, driven by increases in biscuit cereal products, partially offset by declines in exports, bars and Weetabix On the Go drink products. Average net selling prices ~~resulting from lower trade spending~~increased primarily due to targeted price increases that occurred in the third quarter of fiscal 2019 and a favorable ~~channel mix, partially offset~~product mix. Net sales for the three months ended March 31, 2020 were negatively impacted by ~~lower volume. Volume was down 6%, driven by declines in branded RTE cereal and bars, partially offset by increased private label RTE cereal volume.~~unfavorable foreign exchange rates when compared to the prior year period.

Net sales for the Weetabix segment ~~decreased $3.7~~increased $9.9 million, or 2%5%, for the six months ended March 31, ~~2019,~~2020, when compared to the prior year period, ~~primarily~~ due to ~~unfavorable foreign exchange rates. Excluding this impact, net sales increased, driven by~~ improved average net selling prices, ~~resulting from~~partially offset by lower volume. Average net selling prices increased primarily due to targeted price increases that occurred in the third quarter of fiscal 2019, reduced trade spending and a favorable ~~channel mix, partially offset by lower volume.~~product mix. Volume was down 5%1%, primarily driven by declines in ~~branded RTE~~non-biscuit cereal products, Weetabix On the Go drink products, exports and bars, partially offset by ~~increased private label RTE~~increases in biscuit cereal ~~volume.~~products. Additionally, volume for the six months ended March 31, 2020 was positively impacted by an increase in consumer purchases in response to the COVID-19 pandemic. Net sales for the six months ended March 31, 2020 were negatively impacted by unfavorable foreign exchange rates when compared to the prior year period.

Segment profit for the three months ended March 31, ~~2019~~2020 increased ~~$7.9~~$4.4 million, or ~~50%~~19%, when compared to the prior year period. This increase was driven by ~~improved average~~increased net ~~selling prices,~~sales, as previously discussed, ~~favorable manufacturing costs of $3.3 million and lower freight and warehousing costs of $0.6 million. These positive impacts were~~ partially offset by unfavorable ~~exchange rates as compared to the prior period and~~manufacturing costs of $1.6 million, higher advertising and consumer spending of ~~$1.7 million.~~$0.7 million and unfavorable foreign exchange rates when compared to the prior year period.

Segment profit for the six months ended March 31, ~~2019~~2020 increased ~~$10.0~~$9.2 million, or ~~31%~~22%, when compared to the prior year period. This increase was driven by ~~improved average~~higher net ~~selling prices,~~sales, as previously discussed, favorable manufacturing costs of $1.6 million and lower ~~freight and warehousing costs of $0.8 million. These positive impacts were~~employee-related expenses, partially offset by ~~unfavorable exchange rates as compared to the prior period,~~ higher advertising and consumer spending of ~~$1.5~~$2.5 million and ~~higher employee-related expenses.~~unfavorable foreign exchange rates when compared to the prior year period.

Table of Contents

Foodservice


	Three Months Ended March 31,										Six Months Ended March 31,										Three Months Ended March 31,											Six Months Ended March 31,
							favorable/(unfavorable)										favorable/(unfavorable)										favorable/(unfavorable)											favorable/(unfavorable)
dollars in millions	2019			2018			$ Change		% Change		2019			2018			$ Change		% Change		2020			2019			$ Change			% Change		2020			2019			$ Change			% Change
Net Sales	$	389.1		$	380.2		$	8.9	2	%	$	797.2		$	749.1		$	48.1	6	%	$	378.4		$	389.1		$	(10.7	)	(3	)%	$	799.0		$	797.2		$	1.8		��	%
Segment Profit	$	47.4		$	42.9		$	4.5	10	%	$	100.1		$	88.8		$	11.3	13	%	$	23.8		$	47.4		$	(23.6	)	(50	)%	$	70.8		$	100.1		$	(29.3	)	(29	)%
Segment Profit Margin	12		%	11		%					13		%	12		%					6		%	12		%						9		%	13		%

Net sales for the Foodservice segment ~~increased $8.9~~decreased $10.7 million, or 2%3%, for the three months ended March 31, ~~2019,~~2020, when compared to the prior year period, driven by 4% lower volume, partially due to the inclusion of 11 additional days of net sales in the current year attributable to the January 12, 2018 acquisition of Bob Evans. Excluding sales attributable to Bob Evans in both periods, net sales increased $7.7 million, or 2%, primarily due to increased volumes and improved average net selling prices resulting fromoffset by a favorable product mix. The volume decline was primarily due to lower foodservice product demand as a result of the COVID-19 pandemic. Egg product sales were ~~up $5.8~~down $10.0 million, or 2%3%, with volume ~~up 1%. Volume increases were attributable~~down 5%, due to ~~gains~~volume losses in the foodservice channel, partially offset by ~~declines~~volume gains in the food ingredient channel. Sales of side dishes were up ~~$2.0~~$0.9 million, or 7%2%, with volume ~~up 5%~~down 2%, due to increased average net selling prices resulting from targeted price increases and a favorable product mix. Sausage sales were down $0.6 million, or 13%, with volume down 11%. Other product sales were down $1.0 million, or 17%, with volume down 14%.

Net sales for the Foodservice segment increased ~~$48.1~~$1.8 million ~~or 6%,~~ for the six months ended March 31, ~~2019,~~2020, when compared to the prior year period, ~~primarily~~ due to the inclusion of incremental net sales attributable to our prior year acquisition of Bob Evans. Excluding sales attributable to Bob Evans in both periods, net sales increased $24.3 million, or 3%, primarily due to increased volumes and improved average net selling prices resulting from a favorable product ~~mix.~~mix, partially offset by 1% lower volume. Volume for the six months ended March 31, 2020 was negatively impacted by lower foodservice product demand as a result of the COVID-19 pandemic. Egg product sales were ~~up $20.5~~down $0.4 million ~~or 3%,~~ with volume ~~up 4%. Volume increases were attributable~~down 1%, due to ~~gains in the~~lower foodservice ~~channel,~~volume, partially offset by ~~declines~~volume gains in the food ingredient channel. Sales of side dishes were up ~~$4.2~~$5.9 million, or 7%, with volume up 6%4%, due to volume gains and increased average net selling prices from targeted price increases and a favorable product mix. Sausage sales were down $1.3 million, or 13%, with volume down 13%. Other product sales were down $2.4 million, or 20%, with volume down 18%.

Segment profit for the three months ended March 31, ~~2019 increased $4.5~~2020 decreased $23.6 million, or ~~10%~~50%, when compared to the prior year period. Segment profit includes profit (loss) of $0.4 million and $(0.5) million in the three months ended March 31, 2019 and 2018, respectively, attributable to our prior year acquisition of Bob Evans. Excluding these amounts, segment profit increased $3.6 million, or 8.3%,period, primarily due to lower foodservice volumes, as previously discussed, increased ~~volumes~~net product costs and ~~improved average net selling prices,~~negative impacts related to the COVID-19 pandemic. The impact of the COVID-19 pandemic resulted in lower volume, as previously discussed, as well as ~~lower~~

~~Table~~increased inventory reserves, including increased reserves for obsolete inventory on short-dated products, of ~~Contents~~

~~integration~~$6.1 million due to the decline in foodservice product demand. Net product costs, excluding inventory reserves, increased $16.3 million driven by (i) start-up costs of ~~$0.7 million.~~$4.2 million related to our new precooked egg facility in Norwalk, Iowa, (ii) manufacturing inefficiencies at certain facilities, (iii) increased freight costs of $2.3 million, (iv) a $2.5 million insurance deductible and approximately $0.5 million of repair and clean-up expenses and incremental external cage free egg purchases to replace lost production due to a fire at our Bloomfield, Nebraska laying facility in the second quarter of fiscal 2020, (v) $2.7 million of insurance proceeds received in the prior year period in connection with a fire that occurred at our Klingerstown, Pennsylvania facility in the third quarter of fiscal 2018 and (vi) increased raw material costs as a result of increased potato costs. These ~~favorable~~negative impacts were partially offset by ~~higher raw material costs of $5.1 million, increased storage~~a favorable product mix and warehousing expense of $1.8 million, unfavorable manufacturing costs of $1.0 million and higher freight costs of $0.6 million (excluding volume-driven impacts). Additionally, segment profit in the three months ended March 31, 2018 was negatively impacted by a legal settlement accrual of $2.0 million. The operating loss for our Bob Evans foodservice business in the three months ended March 31, 2018 was driven by the recognition of an acquisition accounting-related inventory valuation adjustment of $0.7 million.lower employee-related expenses.

Segment profit for the six months ended March 31, ~~2019 increased $11.3~~2020 decreased $29.3 million, or ~~13%~~29%, when compared to the prior year period. Segment profit includes profit (loss) of $4.9 million and $(0.5) million in the six months ended March 31, 2019 and 2018, respectively, attributable to our prior year acquisition of Bob Evans. Excluding these amounts, segment profit increased $5.9 million, or 7%,period, primarily due to ~~increased~~lower foodservice volumes, ~~and improved average net selling prices,~~ as previously discussed, increased net product costs and negative impacts related to the COVID-19 pandemic. The impact of the COVID-19 pandemic resulted in lower ~~integration~~volume, as previously discussed, as well as increased inventory reserves, including increased reserves for obsolete inventory on short-dated products, of $6.1 million due to the decline in foodservice product demand. Net product costs, excluding inventory reserves, increased $24.9 million driven by (i) start-up costs of ~~$0.6 million.These favorable~~$6.9 million related to our new precooked egg facility in Norwalk, Iowa, (ii) manufacturing inefficiencies at certain facilities, (iii) increased freight costs of $3.2 million, (iv) a $2.5 million insurance deductible and approximately $0.5 million of repair and clean-up expenses and incremental external cage free egg purchases to replace lost production due to a fire at our Bloomfield, Nebraska laying facility in the second quarter of fiscal 2020, (v) $4.7 million of insurance proceeds received in the prior year period in connection with a fire that occurred at our Klingerstown, Pennsylvania facility in the third quarter of fiscal 2018 and (vi) increased raw material costs as a result of increased potato costs. These negative impacts were partially offset by ~~higher raw material costs~~a favorable product mix and lower employee-related expenses.

Table of $7.2 million, increased warehousing costs of $3.2 million, unfavorable manufacturing costs of $1.2 million and higher freight costs of $3.0 million (excluding volume-driven impacts). Additionally, segment profit in the six months ended March 31, 2018 was negatively impacted by a legal settlement accrual of $2.0 million. The operating loss for our Bob Evans foodservice business in the six months ended March 31, 2018 was driven by the recognition of an acquisition accounting-related inventory valuation adjustment of $0.7 million.Contents

Refrigerated Retail

Three Months Ended March 31, Six Months Ended March 31,
favorable/(unfavorable) favorable/(unfavorable)
dollars in millions 2019 2018 $ Change % Change 2019 2018 $ Change % Change
Net Sales $ 219.5
$ 219.8
$ (0.3 ) — % $ 481.1
$ 361.5
$ 119.6
33 %
Segment Profit $ 26.5
$ 19.8
$ 6.7
34 % $ 57.0
$ 43.0
$ 14.0
33 %
Segment Profit Margin 12 % 9 % 12 % 12 %

Net sales for the Refrigerated Retail segment decreased slightly for the three months ended March 31, 2019, when compared to the prior year period, with volume increasing 3%. Volume and net sales were impacted in the current and prior year periods by the inclusion of results from the January 2018 acquisition of Bob Evans. When compared to the prior year (partially pre-acquisition) period, overall volumes for the segment decreased 1%. This decrease was due to lower volumes of 9% in sausage, 8% in cheese and other dairy case products and 3% in egg, partially offset by increased side dish volume of 6%. Excluding the impact of the acquisition, volume for our legacy refrigerated retail businesses decreased 6%. Compared to the same period in the prior year (partially pre-acquisition) period, Bob Evans total retail volume increased 5%, driven by a 13% increase in side dish volumes.



	Three Months Ended March 31,										Six Months Ended March 31,
							favorable/(unfavorable)										favorable/(unfavorable)
dollars in millions	2020			2019			$ Change		% Change		2020			2019			$ Change			% Change
Net Sales	$	237.6		$	219.5		$	18.1	8	%	$	487.5		$	481.1		$	6.4		1	%
Segment Profit	$	30.2		$	26.5		$	3.7	14	%	$	56.2		$	57.0		$	(0.8	)	(1	)%
Segment Profit Margin	13		%	12		%					12		%	12		%

Net sales for the Refrigerated Retail segment increased ~~$119.6~~$18.1 million, or ~~33%~~8%, for the three months ended March 31, 2020, when compared to the prior year period. Volume for the three months ended March 31, 2020 was positively impacted by an increase in consumer purchases in response to the COVID-19 pandemic. Sales of side dishes increased $19.1 million, or 23%, with volume up 13%, driven by higher branded dinner and breakfast sides volume and increased average net selling prices resulting from targeted price increases and reduced trade spending, partially offset by lower deli sides volume. Sausage sales increased $4.2 million, or 13%, driven by 9% higher volume and higher average net selling prices as a result of reduced trade spending. Cheese and other dairy case product sales were up $3.4 million, or 6%, with volume down 4%, primarily due to higher average net selling prices as a result of targeted price increases and lower trade spending, partially offset by branded and deli cheese distribution losses. Egg product sales were down $8.2 million, or 19%, with volume down 13%, due to losses in branded egg product volume, lower average net selling prices due to lower market-based egg prices and an unfavorable product mix, as well as the decision to exit certain low-margin business. Sales of other products were down $0.4 million, or 4%, with volume down 10%.

Net sales for the Refrigerated Retail segment increased $6.4 million, or 1%, for the six months ended March 31, ~~2019~~2020, when compared to the prior year ~~period,~~period. Volume for the six months ended March 31, 2020 was positively impacted by an increase in consumer purchases in response to the COVID-19 pandemic. Sales of side dishes increased $16.6 million, or 9%, with volume ~~increasing 38%. Volume~~up 3%, driven by higher branded dinner sides volume and average net ~~sales were impacted in the current~~selling prices resulting from targeted price increases and prior year periods by the inclusion of results from the January 2018 acquisition of Bob Evans. When compared to the prior year (partially pre-acquisition) period, overall volumes for the segment increased 1%. This increase was due to higher side dish volume of 6%,reduced trade spending, partially offset by lower ~~volumes~~deli sides, private label sides and breakfast sides volumes. Sausage sales increased $7.2 million, or 10%, driven by higher average net selling prices as a result of ~~6% in sausage and 3% in cheese~~reduced trade spending, as well as 2% higher volume. Cheese and other dairy case ~~products. Excluding~~product sales were up $1.3 million, or 1%, with volume down 6%, primarily due to higher average net selling prices as a result of targeted price increases and lower trade spending, partially offset by branded and deli cheese distribution losses. Egg product sales were down $16.9 million, or 19%, with volume down 10%, due to losses in branded egg product volume, lower average net selling prices due to lower market-based egg prices and an unfavorable product mix, as well as the ~~impact~~decision to exit certain low-margin business. Sales of ~~the acquisition,~~other products were down $1.8 million, or 10%, with volume ~~for our legacy refrigerated retail businesses decreased 2%~~down 13%. ~~Compared to the same period in the prior year (partially pre-acquisition) period, Bob Evans total retail volume increased 5%, driven by a 11% increase in side dish volumes.~~

Segment profit increased ~~$6.7~~$3.7 million, or ~~34%~~14%, for the three months ended March 31, ~~2019,~~2020, when compared to the prior year period. This increase was primarily due to the inclusion of operating profit in the current year period attributable to our Bob Evans retail business, which was acquired in January 2018 (compared to an operating loss of $0.4 million in the prior year period). This positive impact washigher net sales, as previously discussed, partially offset by ~~decreased volumes in our legacy refrigerated retail business, as previously discussed. Our Bob Evans retail business was negatively impacted in the three months ended March 31, 2018 by integration~~higher net raw material costs of ~~$6.1~~$4.0 million ~~the recognition~~(due to higher cheese and egg input costs of ~~an acquisition accounting-related inventory valuation adjustment of $4.1~~$5.8 million and ~~acquisition-related~~$0.3 million, respectively, partially offset by lower sow costs of ~~$2.4 million.~~$2.1 million), higher advertising and promotion costs of $2.0 million and increased employee-related expenses.

Segment profit ~~increased $14.0~~decreased $0.8 million, or ~~33%~~1%, for the six months ended March 31, ~~2019,~~2020, when compared to the prior year period. This ~~increase~~decrease was primarily due to ~~the inclusion~~higher net raw material costs of ~~operating profit in the current year period attributable~~$8.7 million (due to ~~our Bob Evans retail business, which was acquired in the prior year (compared to an operating loss~~higher cheese and egg input costs of ~~$0.4~~$11.3 million ~~in the prior year period). This positive impact was~~and $0.3 million, respectively, partially offset by ~~decreased volumes in our legacy refrigerated retail business,~~lower sow costs of $2.9 million), increased employee-related expenses, higher advertising and promotion costs of $1.7 million, increased third party consulting costs of $1.5 million and higher freight costs of $1.4 million. These negative impacts were partially offset by higher net sales, as previously discussed. Our Bob Evans retail business was negatively impacted in the six months ended March 31, 2018 by integration costs of $6.1 million, the recognition of an acquisition accounting-related inventory valuation adjustment of $4.1 million and acquisition-related costs of $2.4 million.

~~Table of Contents~~

~~Active Nutrition~~BellRing Brands


	Three Months Ended March 31,										Six Months Ended March 31,										Three Months Ended March 31,											Six Months Ended March 31,
							favorable/(unfavorable)										favorable/(unfavorable)										favorable/(unfavorable)											favorable/(unfavorable)
dollars in millions	2019			2018			$ Change		% Change		2019			2018			$ Change		% Change		2020			2019			$ Change			% Change		2020			2019			$ Change		% Change
Net Sales	$	216.5		$	205.2		$	11.3	6	%	$	402.3		$	391.2		$	11.1	3	%	$	257.5		$	216.5		$	41.0		19	%	$	501.5		$	402.3		$	99.2	25	%
Segment Profit	$	44.0		$	26.1		$	17.9	69	%	$	79.2		$	45.9		$	33.3	73	%	$	35.1		$	44.0		$	(8.9	)	(20	)%	$	84.4		$	79.2		$	5.2	7	%
Segment Profit Margin	20		%	13		%					20		%	12		%					14		%	20		%						17		%	20		%

Net sales for the ~~Active Nutrition~~BellRing Brands segment increased ~~$11.3~~$41.0 million, or 6%19%, for the three months ended March 31, ~~2019,~~2020, when compared to the prior year ~~period,~~period. Sales of Premier Protein products were up $44.2 million, or 26%, with volume up 27%. Volume increases were driven by higher RTD protein shake product volumes which primarily ~~due~~related to ~~higher~~increased consumer purchases in response to the COVID-19 pandemic, distribution gains, increased promotional activity and lapping short-term capacity constraints in the second quarter of 2019. This positive impact was partially offset by a decrease in average net selling prices ~~and 3% higher volumes.~~in the three months ended March 31, 2020 due to increased promotional spending. Sales of ~~RTD protein shakes and other RTD beverage sales~~Dymatize products were ~~up $18.5~~down $0.7 million, or 13%, due to 5% volume growth and higher net selling prices as a result of targeted price increases and changes in promotional timing at key customers compared to the prior year period. Growth for RTD protein shakes in the second quarter was unfavorably impacted by a reduction in available flavors due to low inventory levels at September 30, 2018. To increase inventory and minimize the overall impact to customers and consumers, the number of available RTD protein shake flavors was reduced from seven to two in the first quarter of fiscal 2019. During the second quarter of fiscal 2019, all flavors were reintroduced. Sales for powders were up $1.7 million, or 6%2%, with

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volume up ~~6%,~~1%. Sales decreased primarily due to ~~distribution~~an unfavorable sales mix resulting from an increase in lower-priced powder volumes. Volumes increased primarily due to eCommerce gains, partially offset by lower FDM (lapping prior year promotional activity) and international sales (resulting largely from temporary specialty retail store closures in reaction to the ~~club and mass channels and organic growth in the eCommerce channel.~~COVID-19 pandemic). Sales ~~for nutrition bars~~of PowerBar products were down ~~$9.0~~$2.5 million, or ~~35%~~20%, with volume down ~~25%.~~27%, driven by lower international volumes associated with lapping a prior year distribution center transition and planned product discontinuations of certain products in North America. Sales of all other products ~~increased $0.1 million, or 3%, with volume up 7%.~~were flat during the three months ended March 31, 2020 compared to the corresponding prior year period.

Net sales for the ~~Active Nutrition~~BellRing Brands segment increased ~~$11.1~~$99.2 million, or 3%25%, for the six months ended March 31, ~~2019,~~2020, when compared to the prior year ~~period, primarily due to 2% higher volumes.~~period. Sales of Premier Protein products were up $107.4 million, or 34%, with volume up 32%. Volume increases were driven by higher RTD protein ~~shakes~~shake product volumes which primarily related to distribution gains, lapping short-term capacity constraints in the prior year period and ~~other RTD beverages sales were up $23.7 million, or 8%, due~~increased consumer purchases in response to ~~5% volume growth and higher~~the COVID-19 pandemic. Average net selling prices ~~as a result of targeted price increases and changes in promotional timing at key customers compared to the prior year period. Growth for RTD protein shakes~~increased in the six months ended March 31, ~~2019 was unfavorably impacted by a reduction~~2020 resulting from targeted price increases that occurred in available flavors due to low inventory levels at September 30, 2018. To increase inventory and minimize the overall impact to customers and consumers, the number of available RTD protein shake flavors was reduced from seven to two in the first quarter of fiscal 2019. During the second quarter of fiscal ~~2019, all flavors~~2019. Sales of Dymatize products were ~~reintroduced. Sales for powders were up $5.0~~down $3.7 million, or ~~9%, with volume up 8%, primarily due to distribution gains in the club and mass channels and organic growth in the eCommerce channel. Sales for nutrition bars were down $17.0 million, or 34%~~6%, with volume down ~~30%~~1%. Sales decreased primarily due to an unfavorable sales mix resulting from an increase in lower-priced powder volumes. Volumes decreased primarily due to lower FDM sales (lapping prior year promotional activity) and lower international sales (resulting largely from temporary specialty retail store closures in reaction to the COVID-19 pandemic), partially offset by higher eCommerce volumes. Sales of PowerBar products were down $3.7 million, or 16%, with volume down 27%, driven by planned product discontinuations of certain products in North America and lower international volumes associated with lapping a prior year distribution center transition. Sales of all other products ~~decreased $0.6 million, or 11%, with volume~~were down ~~11%.~~$0.8 million.

Segment profit ~~increased $17.9~~decreased $8.9 million, or ~~69%~~20%, for the three months ended March 31, ~~2019,~~2020, when compared to the prior year period. This decrease was primarily driven by increased advertising and consumer spending of $9.9 million, higher net product costs of $4.8 million, as unfavorable raw materials costs were partially offset by lower freight and manufacturing costs, higher employee-related expenses (including stock-based compensation expense of $1.6 million) and incremental public company costs of $2.5 million. These negative impacts were partially offset by higher net sales, as previously discussed.

Segment profit increased $5.2 million, or 7%, for the six months ended March 31, 2020, when compared to the prior year period. This increase was primarily driven by ~~increased volume and~~ higher ~~average~~ net ~~selling prices,~~sales, as previously discussed, ~~lower raw material costs of $7.5 million and reduced~~partially offset by increased advertising and consumer spending of ~~$4.6~~$11.7 million, higher net product costs of $6.5 million, as unfavorable raw materials costs were partially offset by ~~higher~~lower freight and manufacturing costs, incremental public company costs of ~~$0.7~~$4.3 million, ~~increased brokerage and~~higher employee-related expenses (including stock-based compensation expense of $3.0 million), higher warehousing costs of ~~$0.7~~$2.3 million and ~~higher employee-related expenses.~~

~~Segment profit~~ increased $33.3 million, or 73%, for the six months ended March 31, 2019, when compared to the prior year period. Segment profit in the six months ended March 31, 2018 was impacted by a litigation settlement accrual of $9.0 million. Excluding this impact, segment profit increased $24.3 million, or 44%. This increase was primarily driven by increased volume and higher average net selling prices, as previously discussed, lower raw materialtransaction costs of ~~$15.3 million and reduced advertising and consumer spending of $5.7 million, partially offset by higher manufacturing costs of $2.5 million and higher employee-related expenses.~~$1.7 million.

Other Items

General Corporate Expenses and Other


	Three Months Ended March 31,								Six Months Ended March 31,									Three Months Ended March 31,									Six Months Ended March 31,
					favorable/(unfavorable)								favorable/(unfavorable)									favorable/(unfavorable)									favorable/(unfavorable)
dollars in millions	2019		2018		$ Change		% Change		2019		2018		$ Change			% Change		2020		2019		$ Change			% Change		2020		2019		$ Change		% Change
General corporate expenses and other	$	37.3	$	45.5	$	8.2	18	%	$	85.7	$	73.8	$	(11.9	)	(16	)%	$	52.7	$	37.3	$	(15.4	)	(41	)%	$	80.1	$	85.7	$	5.6	7	%

General corporate expenses and other increased $15.4 million, or 41%, for the three months ended March 31, 2020, when compared to the prior year period, primarily driven by increased losses (compared to gains in the prior year period) related to mark-to-market adjustments on commodity hedges of $33.0 million and higher employee-related expenses (including stock-based compensation of $1.0 million), partially offset by increased gains related to expense and mark-to-market adjustments on deferred compensation of $7.4 million, decreased restructuring and plant closure costs of $6.6 million (including lower accelerated depreciation of $4.4 million) and lower third party transaction costs of $3.6 million. General corporate expenses and other was negatively impacted in the three months ended March 31, 2019 by debt consent solicitation costs of $1.3 million.

General corporate expenses and other decreased ~~$8.2~~$5.6 million, or ~~18%~~7%, ~~during~~for the ~~three~~six months ended March 31, ~~2019,~~2020, when compared to the prior year period, primarily driven by lower third party transaction costs of ~~$14.7~~$10.8 million, decreased restructuring and plant closure costs of $10.8 million (including lower accelerated depreciation of $7.7 million) and increased gains related to expense and mark-to-market adjustments on ~~commodity and foreign currency hedges~~deferred compensation of ~~$2.7 million and master services agreement (“MSA”) and advisory income of $0.9~~$5.9 million. These positive impacts were partially offset by ~~increased restructuring and plant closure costs of $5.2 million (including increased accelerated depreciation of $4.1 million), higher stock compensation of $0.7 million and~~

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~~increased employee-related expenses. Prior year general corporate expenses were impacted by costs related to the integration planning for the acquisition of Bob Evans of $1.2 million.~~

General corporate expenses and other increased $11.9 million, or 16%, during the six months ended March 31, 2019, when compared to the prior year period, primarily driven by increased restructuring and plant closure costs of $9.9 million (including increased accelerated depreciation of $7.3 million), increased losses (compared to gains in the prior year period) related to mark-to-market adjustments on commodity ~~and foreign currency~~ hedges of ~~$9.1~~$20.1 million and higher stock compensation of ~~$2.8~~$2.6 million. General corporate expenses and other was negatively impacted in the six months ended March 31, 2019 by debt consent solicitation costs of $1.3 million and positively impacted by a gain on assets held for sale of $0.6 million in the current year period and increased employee-related expenses. These negative impacts were partially offset by lower third party transaction costs of $7.1 million and MSA and advisory income of $1.7 million. Prior year general corporate expenses were impacted by costs related to ~~the integration planning for the acquisition~~our Post Consumer Brands segment.

Table of ~~Bob Evans of $5.6 million.~~Contents

Restructuring and ~~Plant~~Facility Closure

The table below shows the amount of restructuring and ~~plant~~facility closure costs, including accelerated depreciation, attributable to each segment. These amounts are excluded from the measure of segment profit ~~but~~and are included in general corporate expenses and other. For additional information on restructuring costs, refer to Note 53 within “Notes to Condensed Consolidated Financial Statements.”


															Three Months Ended March 31,						Six Months Ended March 31,
	Three Months Ended March 31,							Six Months Ended March 31,											favorable/(unfavorable)							favorable/(unfavorable)
dollars in millions	2019		2018		$ Change			2019		2018		$ Change			2020		2019		$ Change		2020			2019		$ Change
Post Consumer Brands	$	4.3	$	1.9	$	(2.4	)	$	7.6	$	1.9	$	(5.7	)	$	0.5	$	4.3	$	3.8	$	1.1		$	7.6	$	6.5
Weetabix	2.8		—		(2.8		)	4.2		—		(4.2		)	—		2.8		2.8		(0.1		)	4.2		4.3
	$	7.1	$	1.9	$	(5.2	)	$	11.8	$	1.9	$	(9.9	)	$	0.5	$	7.1	$	6.6	$	1.0		$	11.8	$	10.8

Gain on Sale of Business

During the three and six months ended March 31, 2019, we recorded gains of $2.6 million and $127.3 million, respectively (adjusted to $126.6 million for the full year ended September 30, 2019), related to the 8th Avenue Transactions. Gains recorded in the six months ended March 31, 2019 included foreign exchange losses previously recorded in accumulated ~~OCI~~other comprehensive loss of $42.1 million.

LIQUIDITY AND CAPITAL RESOURCES

In connection with ~~funding acquisitions,~~ completing ~~divestitures~~the BellRing formation transactions and managing our capital structure, we completed the following ~~transactions in~~activities during the six months ended March 31, ~~2019~~2020 (for additional information, see Notes ~~4, 17~~1, 16 and 1918 within “Notes to Condensed Consolidated Financial Statements”):

$~~625.0~~1,250.0 million principal value ~~bridge loan assumed by 8th Avenue in connection with the 8th Avenue Transactions, releasing us from any obligations thereunder while we retained the proceeds from the bridge loan;~~

~~$250.0 million received from THL as part~~issued of ~~the 8th Avenue Transactions;~~

$863.0 million principal value paid on our existing term loan using the $875.0 million of proceeds received from the 8th Avenue Transactions, net of debt issuance costs paid related to the bridge loan and other transaction costs;

~~$60.0 million outstanding principal value repurchased and retired of our 5.625%~~4.625% senior notes due in ~~January 2028, 5.75%~~April 2030;

$1,000.0 million principal value repaid and $41.3 million premium payment made on the extinguishment of our 5.50% senior notes due in March ~~2027~~2025;

$122.2 million principal value repaid and ~~5.00%~~$8.5 million premium payment made on the extinguishment of our 8.00% senior ~~notes due~~notes;

$1,309.5 million outstanding principal value repaid on our term loan;

entered into a second amended and restated credit agreement (the “Credit Agreement”) providing for a revolving credit facility in ~~August 2026;~~an aggregate principal amount of $750.0 (the “Revolving Credit Facility”);

~~0.7~~$500.0 million borrowed under the Revolving Credit Facility;

$524.4 million net proceeds received by BellRing from the IPO, after deducting underwriting discounts and commissions;

$1,225.0 million borrowed under our 2020 bridge facility agreement (the “2020 Bridge Loan”);

$1,225.0 million outstanding principal value repaid by BellRing on the 2020 Bridge Loan;

BellRing entered into a credit agreement (the “BellRing Credit Agreement”) providing for debt facilities consisting of a $700.0 million term B loan facility (the “BellRing Term B Facility”) and a $200.0 million revolving credit facility (the “BellRing Revolving Credit Facility”);

$700.0 million borrowed by BellRing under the BellRing Term B Facility;

$185.0 million borrowed by BellRing under the BellRing Revolving Credit Facility;

$65.0 million outstanding principal value repaid by BellRing on the BellRing Revolving Credit Facility; and

4.2 million shares of our common stock repurchased at an average share price of ~~$93.77~~$102.4 per share for a total cost of ~~$65.8~~$429.1 million, including broker’s ~~commissions; and~~commissions.

~~$253.6~~On May 5, 2020, subsequent to the end of the period, we repaid $150.0 million of ~~payments made~~the outstanding principal value on our Revolving Credit Facility using cash on hand. As of May 5, 2020, the Revolving Credit Facility had outstanding letters of credit of $21.8 million, which reduced the available borrowing capacity under our Revolving Credit Facility to ~~former holders of Bob Evans common stock who had demanded appraisal of their shares under Delaware law and had not yet been paid for their shares.~~$378.2 million.

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The following table shows select cash flow data, which is discussed below.


	Six Months Ended March 31,						Six Months Ended March 31,
dollars in millions	2019			2018			2020			2019
Cash provided by (used in):
Operating activities	$	204.8		$	263.6		$	89.0		$	204.8
Investing activities	162.9			(1,541.1		)	(62.4		)	162.9
Financing activities	(1,209.4		)	56.9			115.9			(1,209.4		)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(0.9		)	2.0			(0.4		)	(0.9		)
Net decrease in cash, cash equivalents and restricted cash	$	(842.6	)	$	(1,218.6	)
Net increase (decrease) in cash, cash equivalents and restricted cash							$	142.1		$	(842.6	)

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 future working capital requirements, interest payments, research and development activities, capital expenditures, pension contributions and other financing requirements for the foreseeable future. Our ability to generate positive cash flows from operations is dependent on general economic conditions, competitive pressures and other business risk factors. As a result of uncertainties in the near-term outlook for our business caused by the COVID-19 pandemic, we have taken steps across the organization to limit discretionary expenses and re-prioritize our capital projects and we continue to focus on cash flow generation. We have temporarily suspended our share repurchase program and have borrowed under our revolving credit facilities in order to increase our cash position and financial flexibility. We believe that we have sufficient liquidity and cash on hand to satisfy our cash needs. Additionally, we expect to generate positive cash flows from the operations of our diverse businesses, however, we continue to evaluate and take action, as necessary, to preserve adequate liquidity and ensure that our business can continue to operate during these uncertain times. If we are unable to generate sufficient cash flows from operations, or otherwise to comply with the terms of our credit facilities, we may be required to seek additional financing alternatives, which may require waivers under our ~~amended and restated credit agreement (as further amended, our “Credit Agreement”)~~Credit Agreement and 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 1716 within “Notes to Condensed Consolidated Financial Statements.”

Short-term financing needs primarily consist of working capital requirements and principal and interest payments on our long-term debt. Long-term financing needs will depend largely on potential growth opportunities, including acquisition activity and repayment or refinancing of our long-term debt obligations. We may, from time to time, seek to retire or purchase our outstanding debt through cash purchases in open market transactions, privately negotiated transactions or otherwise. Additionally, we may seek to repurchase shares of our common stock. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Obligations under the BellRing Credit Agreement are guaranteed by the existing and subsequently acquired or organized domestic subsidiaries of BellRing (other than immaterial subsidiaries and certain excluded subsidiaries) and are secured by security interests in substantially all of the assets of BellRing and the assets of its subsidiary guarantors (other than real estate), subject to limited exceptions. We and our subsidiaries (other than BellRing and certain of its subsidiaries) are not obligors or guarantors under the BellRing debt facilities.

Operating Activities

Cash provided by operating activities for the six months ended March 31, ~~2019~~2020 decreased ~~$58.8~~$115.8 million compared to the prior year period, primarily driven by an increase in cash settlements paid (compared to cash settlements received in the prior year period) of $49.5 million related to our interest rate swaps, higher interest payments of $28.4 million resulting from debt entered into in connection with the IPO and interest paid related to amounts owed to former holders of shares of Bob Evans common stock who demanded appraisal of their shares under Delaware law and had not withdrawn their demands, higher tax payments (net of refunds) of $17.5 million, increased ~~investment~~payments of employee incentives, higher advertising and promotional spending and unfavorable changes in working capital, primarily related to ~~build inventory levels~~fluctuations in the timing of sales and collections of trade receivables, driven by an increase in consumer purchases in response to the COVID-19 pandemic, within our ~~Active Nutrition,~~BellRing Brands, Post Consumer Brands, ~~Foodservice~~Refrigerated Retail and Weetabix segments and the ~~absence~~timing of ~~cash flows in the current year from our historical Private Brands segment, as well as higher income tax~~ payments of ~~$14.0 million and a $9.0 million legal settlement paid during~~trade accounts payables within all of our segments.

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Investing Activities

Six months ended March 31, 2020

Cash used in investing activities for the six months ended March 31, ~~2019. These negative impacts were~~2020 was $62.4 million, primarily consisting of capital expenditures of $117.5 million, partially offset by ~~increased cash~~ proceeds received of ~~$30.3~~$52.7 million ~~primarily related to~~largely resulting from the termination of ~~$800.0~~$448.7 million notional value of our ~~interest rate~~cross-currency swaps that were designated as hedging ~~instruments and incremental cash flows from our prior year acquisition of Bob Evans. Additionally, we made lower interest payments of $4.5 million, primarily due to a decrease~~instruments. The most significant capital expenditure project in the ~~principal balance~~period related to the purchase of ~~debt outstanding from debt repaid and repurchased and retired during fiscal~~a previously leased manufacturing plant in Sulphur Springs, Texas.

Six months ended March 31, 2019 ~~and 2018.~~

~~Investing Activities~~

Cash provided by investing activities for the six months ended March 31, 2019 was $162.9 million, ~~compared to cash used in the prior year period of $1,541.1 million. The cash inflow during the six months ended March 31, 2019 was~~ driven by proceeds received of $266.8 million related to the 8th Avenue Transactions and proceeds received of $29.6 million largely resulting from the termination of $214.2 million notional value of our cross-currency swaps that were designated as hedging instruments. ~~The cash outflow during the six months ended March 31, 2018 was primarily due to cash payments of $1,454.0 million related to our prior year acquisition of Bob Evans. Additionally,~~These positive impacts were partially offset by capital expenditures ~~increased $49.4 million during~~of $135.5 million. The most significant capital expenditure project in the ~~six months ended March 31, 2019, when compared to the prior year~~ period ~~primarily due~~related to the construction of a new precooked egg facility in Norwalk, Iowa.

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Financing Activities

Six months ended March 31, 2020

Cash provided by financing activities for the six months ended March 31, 2020 was $115.9 million. BellRing Brands, Inc. received $524.4 million net proceeds from the IPO, after deducting underwriting discounts and commissions. We received proceeds of $1,250.0 million from the issuance of our 4.625% senior notes. We borrowed $1,225.0 million under the 2020 Bridge Loan and $500.0 million under the Revolving Credit Facility. BellRing borrowed $700.0 million under the BellRing Term B Facility, at a discount of $14.0 million, and borrowed $185.0 million under the BellRing Revolving Credit Facility. These issuances and borrowings resulted in total proceeds from the issuance of long-term debt of $3,846.0 million. In connection with these issuances, borrowings and the amendment and restatement of our Credit Agreement, we paid $39.8 million in debt issuance costs and deferred financing fees. We repaid the outstanding principal balances on our term loan, our 5.50% senior notes due in March 2025 and our 8.00% senior notes and made a principal payment on our municipal bond. BellRing repaid the outstanding principal balance on the 2020 Bridge Loan and repaid $65.0 million outstanding principal borrowings on the BellRing Revolving Credit Facility, which resulted in total repayments of long-term debt of $3,731.5 million. We paid premiums of $49.8 million related to our early extinguishment of our 5.50% senior notes due in March 2025 and our 8.00% senior notes. In connection with the IPO, we were refunded $15.3 million of debt issuance costs paid in connection with the 2020 Bridge Loan. We paid $437.8 million, including broker’s commissions, for the repurchase of shares of our common stock, which included repurchases of common stock that were accrued at September 30, 2019 and did not settle until fiscal 2020.

Six months ended March 31, 2019

Cash used in financing activities for the six months ended March 31, 2019 was $1,209.4 million. ~~For~~During the six months ended March 31, 2019, we repaid $863.0 million outstanding principal value of our term loan, and repurchased and retired $60.0 million principal value of our 5.625% senior notes, ~~due in January 2028,~~ 5.75% senior notes ~~due in March 2027~~ and 5.00% senior notes, ~~due in August 2026,~~ at a discount of $4.0 ~~million discount.~~million. These repayments and repurchases, combined with payments ~~related~~ to our capital lease, resulted in total net payments of $919.1 million. Additionally, payments of $253.6 million, excluding interest, were made to former holders of Bob Evans common stock who had demanded appraisal and, who at the time, had not yet been paid for their shares. In connection with the 8th Avenue Transactions, we were refunded $7.8 million of debt issuance costs we paid in fiscal 2018 related to the 2018 bridge loan. We ~~repurchased 0.7~~also paid $65.8 million, including broker’s commissions, for the repurchase of shares of our common stock ~~for $65.8 million, including broker’s commissions, during the six months ended March 31, 2019,~~ and we ~~also~~ received proceeds from the exercises of stock awards of $41.5 million.

~~Six months ended March 31, 2018~~

~~Cash provided by financing activities for the six months ended March 31, 2018 was $56.9 million. In the six months ended March 31, 2018, we received proceeds from the issuance~~

Table of long-term debt of $1,000.0 million related to the issuance of our 5.625% senior notes due in January 2028. In connection with this senior notes issuance, combined with payments on prior year senior notes issuances, we paid $10.5 million in debt issuance costs. In addition, we repaid the outstanding principal balance of our 6.00% senior notes due in December 2022, a portion of the outstanding balances of our 5.75% and 8.00% senior notes due in March 2027 and July 2025, respectively, and made quarterly payments on our term loan, which resulted in total principal payments of $751.7 million. We paid premiums and other expenses of $33.5 million related to the early extinguishment of the senior notes and costs associated with the amendment of our Credit Agreement. We also repurchased 1.8 million shares of our common stock for $138.8 million, including broker’s commissions, during the six months ended March 31, 2018.Contents

Debt Covenants

Credit Agreement

Under the terms of our Credit Agreement, we are required to comply with a financial covenant consisting of a ratio for quarterly maximum ~~senior~~ secured net leverage (as defined in the Credit Agreement) not to exceed 4.25 to 1.00, measured as of the last day of any fiscal quarter, if, as of the last day of such fiscal quarter, the aggregate outstanding amount of all revolving credit loans, swing line loans and letter of credit obligations (subject to certain exceptions specified in the Credit Agreement) exceeds 30% of our revolving credit commitments. As of March 31, ~~2019, we were not required to comply with such financial covenant as the aggregate amount of the aforementioned obligations~~2020, our secured net leverage ratio did not exceed ~~30%.~~this threshold. We do not believe non-compliance is reasonably likely in the foreseeable future.

Our Credit Agreement provides for incremental revolving and term loan facilities, and also permits ~~us to incur additional~~other secured or unsecured debt, if, among other conditions, ~~our pro forma consolidated interest coverage~~certain financial ratios are met, as defined and specified in the Credit Agreement.

BellRing Credit Agreement

Under the terms of the BellRing Credit Agreement, BellRing is required to comply with a financial covenant requiring BellRing to maintain a total net leverage ratio (as defined in the BellRing Credit Agreement) ~~would be greater than or equal~~not to ~~2.00~~exceed 6.00 to 1.00, ~~after giving effect to such new debt. As~~measured as of the last day of each fiscal quarter. The total net leverage ratio of BellRing did not exceed this threshold as of March 31, ~~2019, our pro forma consolidated interest coverage ratio exceeded this threshold.~~2020. We do not believe non-compliance is reasonably likely in the foreseeable future.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

On October 1, ~~2018,~~2019, we adopted ASU ~~2014-09, “Revenue from Contracts with Customers~~2016-02, “Leases (Topic ~~606).~~842),” and ASU 2018-11, “Leases (Topic 842): Targeted Improvements.” For additional information, refer to Notes 2 and 315 within “Notes to Condensed Consolidated Financial Statements.”

Our critical accounting policies and estimates are more fully described in our Annual Report on Form 10-K for the year ended September 30, ~~2018,~~2019, as filed with the ~~SEC~~Securities and Exchange Commission ( the “SEC”) on November ~~16, 2018.~~22, 2019. Except as noted above, there have been no significant changes to our critical accounting policies and estimates since September 30, ~~2018.~~2019.

RECENTLY ISSUED ACCOUNTING STANDARDS

See Note 2 within “Notes to Condensed Consolidated Financial Statements” for a discussion regarding recently issued accounting standards.

CAUTIONARY STATEMENT ~~REGARDING~~ON FORWARD-LOOKING STATEMENTS

Forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, ~~(the “Exchange Act”),~~ are made throughout this ~~report.~~report, including statements regarding the effect of the COVID-19 pandemic on our business and our continuing response to the COVID-19 pandemic. These forward-looking statements are sometimes identified from the use of forward-looking words such as “believe,” “should,” “could,” “potential,” “continue,” “expect,” “project,” “estimate,” “predict,” “anticipate,” “aim,” “intend,” “plan,” “forecast,” “target,” “is likely,” “will,” “can,” ~~“may,”~~“may” or “would” or the negative of these terms or similar expressions elsewhere in this report. Our results of operations, financial condition and cash flows may differ materially from those in the forward-looking statements. Such statements are based on management’s current views and assumptions and involve risks and uncertainties that could affect expected results. Those risks and uncertainties include, but are not limited to, the following:

the impact of the COVID-19 pandemic, including negative impacts on the global economy and capital markets, our ability to manufacture and deliver our products, operating costs, demand for our foodservice products and our operations generally;

disruptions or inefficiencies in the supply chain, including as a result of our reliance on third party suppliers or manufacturers for the manufacturing of many of our products, pandemics, changes in weather conditions, natural disasters, agricultural diseases and pests and other events beyond our control;

significant volatility in the costs or availability of certain commodities (including raw materials and packaging used to manufacture our products), higher freight costs or higher energy costs;

changes in economic conditions, disruptions in the United States and global capital and credit markets, changes in interest rates and fluctuations in foreign currency exchange rates;

loss of key employees, employee absenteeism, labor strikes, work stoppages or unionization efforts;

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our high leverage, our ability to obtain additional financing (including both secured and unsecured debt) and our ability to service our outstanding debt (including covenants that restrict the operation of our business);

our ability to continue to compete in our product categories and our ability to retain our market position and favorable perceptions of our brands;

our ability to anticipate and respond to changes in consumer and customer preferences and trends and introduce new products;

the possibility that we may not be able to consummate the initial public offering of our Active Nutrition business on the expected timeline or at all, that we may not be able to create value in our Active Nutrition business through such transaction or that the pursuit of such transaction could be disruptive to us and our Active Nutrition business;

the ability and timing to close the proposed acquisition of the private label RTE cereal business of TreeHouse Foods, Inc., including obtaining the required regulatory approvals and the satisfaction of other closing conditions for the proposed acquisition;

our ability to identify, complete and integrate acquisitions and manage our growth;

our ability to promptly and effectively realize the strategic and financial benefits expected as a result of the IPO of a minority interest in our BellRing Brands business, which consists of our historical active nutrition business, and certain other transactions completed in connection with the IPO;

our ability to promptly and effectively realize the expected synergies of our acquisition of Bob Evans within the expected timeframe or at all;

~~higher freight costs, significant volatility in the costs or availability of certain raw materials, commodities or packaging used to manufacture our products or higher energy costs;~~

impairment in the carrying value of goodwill or other intangibles;

our ability to successfully implement business strategies to reduce costs;

allegations that our products cause injury or illness, product recalls and withdrawals and product liability claims and other litigation;

legal and regulatory factors, such as compliance with existing laws and regulations and changes to, and new, laws and regulations affecting our business, including current and future laws and regulations regarding food safety, advertising and labeling and animal feeding and housing operations;

the loss of, a significant reduction of purchases by or the bankruptcy of a major customer;

consolidations in the retail and foodservice distribution channels;

~~losses incurred in the appraisal proceedings brought in connection with our acquisition of Bob Evans by former Bob Evans stockholders who demanded appraisal of their shares;~~

the ultimate impact litigation or other regulatory matters may have on us;

~~disruptions or inefficiencies in the supply chain, including as a result of our reliance on third party manufacturers for certain of our products;~~

~~changes in weather conditions, natural disasters, agricultural diseases and pests and other events beyond our control;~~

our ability to successfully collaborate with ~~the private equity firm Thomas H. Lee Partners, L.P., whose affiliates~~third parties that have invested with us in 8th Avenue;

costs associated with Bob Evans’s obligations in connection with the sale and separation of its ~~restaurant~~restaurants business in April 2017, which occurred prior to our acquisition of Bob Evans, including certain indemnification obligations under the restaurants sale agreement and Bob Evans’s payment and performance obligations as a guarantor for certain leases;

the ability of our and our customers’, and 8th Avenue’s and its customers’, private brand products to compete with nationally branded products;

~~our ability to successfully operate~~risks associated with our international ~~operations in compliance with applicable laws and regulations;~~

~~changes in economic conditions, disruptions in the United States and global capital and credit markets, changes in interest rates and fluctuations in foreign currency exchange rates;~~business;

the impact of the United Kingdom’s exit from the European Union (commonly known as “Brexit”) on us and our operations;

~~changes in estimates in critical accounting judgments;~~

~~loss of key employees, labor strikes, work stoppages or unionization efforts;~~

~~losses or increased funding and expenses related to our qualified pension or other postretirement plans;~~

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costs, business disruptions and reputational damage associated with information technology failures, cybersecurity incidents or information security breaches;

changes in estimates in critical accounting judgments;

our ability to protect our intellectual property and other assets;

losses or increased funding and expenses related to our qualified pension or other postretirement plans;

significant differences in our, ~~and~~ 8th Avenue’s and BellRing’s actual operating results from any of our guidance regarding our and 8th Avenue’s future performance and BellRing’s guidance regarding its future performance;

our ability to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002; and

other risks and uncertainties included under “Risk Factors” in this report and in our Annual Report on Form 10-K for the fiscal year ended September 30, ~~2018,~~2019, filed with the SEC on November ~~16, 2018.~~22, 2019.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, we undertake no

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obligation to update publicly any forward-looking statements for any reason after the date of this report to conform these statements to actual results or to changes in our expectations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The COVID-19 pandemic has resulted in significant volatility and uncertainty in the markets in which the Company operates. At the time of this filing, the Company is unable to predict or determine the impacts that the COVID-19 pandemic may have on its exposure to market risk from commodity prices, foreign currency exchange rates and interest rates, among others. For additional discussion, refer to “Liquidity and Capital Resources” and “Cautionary Statement on Forward-Looking Statements” within Item 2 of Part I of this report, as well as “Risk Factors” in Part II of this report.

Commodity Price Risk

In the ordinary course of business, the Company is exposed to commodity price risks relating to the acquisition of raw materials, energy and fuels. The Company may use futures contracts and options to manage certain of these exposures when it is practical to do so. A hypothetical 10% adverse change in the market price of the Company’s principal hedged commodities, including natural gas, heating oil, soybean oil, corn, wheat and ~~wheat,~~dairy, would have decreased the fair value of the Company’s commodity-related derivatives portfolio by approximately ~~$10~~$13 million ~~at both~~and $8 million as of March 31, ~~2019~~2020 and September 30, ~~2018.~~2019, respectively. This volatility analysis ignores changes in the exposures inherent in the underlying hedged transactions. Because the Company does not hold or trade derivatives for speculation or profit, all changes in derivative values are effectively offset by corresponding changes in the underlying exposures.

For more information regarding the Company’s commodity derivative contracts, refer to Note 1412 within “Notes to Condensed Consolidated Financial Statements.”

Foreign Currency Risk

Related to its foreign subsidiaries, the Company is exposed to risks of fluctuations in future cash flows and earnings due to changes in exchange rates. To mitigate these risks, the Company uses a combination of foreign exchange contracts, which may consist of options, forward contracts and currency swaps. As of March 31, ~~2019,~~2020, a hypothetical 10% adverse change in the expected ~~Euro-USD~~Euro-GBP exchange rates ~~and~~would have reduced the fair value of the Company’s foreign currency-related derivatives portfolio by an immaterial amount. As of September 30, 2019, a hypothetical 10% adverse change in the expected GBP-USD exchange rates would have reduced the fair value of the Company’s foreign currency-related derivatives portfolio by less than $1 million and approximately $55 million, respectively. As of September 30, 2018, a hypothetical 10% adverse change in the expected Euro-USD exchange rates and a hypothetical 10% adverse change in the expected GBP-USD exchange rates would have reduced the fair value of the Company’s foreign currency-related derivatives portfolio by approximately $1 million and $79 million, respectively.approximately $51 million.

For additional information regarding the Company’s foreign currency derivative contracts, refer to Note 1412 within “Notes to Condensed Consolidated Financial Statements.”

Interest Rate Risk

Long-term debt

As of March 31, ~~2019,~~2020, the Company had outstanding principal value of indebtedness of ~~$6,369.3~~$7,255.1 million related to its senior notes, term loan, revolving credit facilities and municipal bond. At March 31, 2020, Post’s Revolving Credit Facility and BellRing’s Revolving Credit Facility had available borrowing capacity of $228.2 million and $80.0 million, respectively. Of the total $7,255.1 million of outstanding indebtedness, $5,937.5 million bears interest at a weighted-average fixed interest rate of 5.2%. As of September 30, 2019, the Company had principal value of indebtedness of $7,119.3 million, related to its senior notes, term loan and capital ~~lease and an undrawn $800.0 million revolving credit facility.~~lease. Of the total ~~$6,369.3~~$7,119.3 million of outstanding indebtedness, $5,059.8 million bears interest at a weighted-average fixed interest rate of 5.5%. As of September 30, 2018, the Company had principal value of indebtedness of $7,917.4 million, including amounts classified as held for sale, related to its senior notes, term loan, bridge loan and capital lease. Of the total $7,917.4 million of outstanding indebtedness, $5,119.9$5,809.8 million bore interest at a weighted-average fixed interest rate of 5.5%.

As of March 31, ~~2019~~2020 and September 30, ~~2018,~~2019, the fair value of the Company’s total debt, ~~including debt classified as held for sale,~~excluding outstanding borrowings under Post’s Revolving Credit Facility and municipal bond and BellRing’s Revolving Credit Facility, was ~~$6,320.0~~$6,671.9 million and ~~$7,790.9~~$7,412.0 million, respectively. Changes in interest rates impact fixed and variable rate debt differently. For fixed rate debt, a change in interest rates will only impact the fair value of the debt, whereas a change in the interest rates on variable rate debt will impact interest expense and cash flows. A hypothetical 10% decrease in interest rates would have increased the fair value of the fixed rate debt by approximately ~~$64~~$23 million and ~~$97~~$30 million as of March 31, ~~2019~~2020 and September 30, ~~2018, respectively. Including the impact of interest rate swaps, a hypothetical 10% increase in interest rates would have~~

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~~increased both interest expense and interest paid on variable rate debt by less than $1 million and by approximately $1 million during the three and six months ended March 31,~~ 2019, respectively. Including the impact of interest rate swaps, a hypothetical 10% increase in interest rates would have increased both interest expense and interest paid on variable rate debt by ~~less than~~an immaterial amount for both the three and six months ended March 31, 2020. Including the impact of interest rate swaps, a hypothetical 10% increase in interest rates would have increased both interest expense and interest paid on variable rate debt by an immaterial amount and by approximately $1 million during the three and six months ended March 31, ~~2018.~~2019, respectively.

For additional information regarding the Company’s debt, refer to Note 1716 within “Notes to Condensed Consolidated Financial Statements.”

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Interest rate swaps

As of March 31, ~~2019~~2020 and September 30, ~~2018,~~2019, the Company had interest rate swaps with a notional value of ~~$1,923.2~~$3,046.7 million and ~~$2,723.9~~$1,804.1 million, respectively. A hypothetical 10% adverse change in interest rates would have decreased the fair value of the interest rate swaps by approximately ~~$44~~$22 million and ~~$66~~$36 million as of March 31, ~~2019~~2020 and September 30, ~~2018,~~2019, respectively.

For additional information regarding the Company’s interest rate swap contracts, refer to Note 1412 within “Notes to Condensed Consolidated Financial Statements.”

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

~~Our management,~~Management, with the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) of the Company, has evaluated the effectiveness of ~~our~~the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange ~~Act)~~Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, ~~our~~the Company’s CEO and CFO concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective to provide reasonable assurance of achieving the desired control objectives.

Changes in Internal Control Over Financial Reporting

In connection with the Company’s acquisition of Bob Evans in fiscal 2018, management is in the process of analyzing, evaluating and, where necessary, implementing changes in controls and procedures. This process may result in additions or changes to the Company’s internal control over financial reporting.

~~Except as noted above, there~~There were no significant changes in the Company’s internal control over financial reporting during the quarter ended March 31, ~~2019,~~2020 that ~~may~~ have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.


PART II.	OTHER INFORMATION.


ITEM 1.	LEGAL PROCEEDINGS.

Antitrust claims

The ~~case~~cases involved three plaintiff groups: (i) a nationwide class of direct purchasers of shell eggs ~~(“direct~~(the “direct purchaser class”); (ii) individual companies (primarily large grocery chains and food companies that purchase considerable quantities of eggs) that opted out of various settlements and filed their own complaints related to their purchases of shell eggs and egg products (“opt-out plaintiffs”); and (iii) indirect purchasers of shell eggs (“indirect purchaser plaintiffs”).

Resolution of claims: To date, MFI has resolved the following claims, including all class claims: (i) in December 2016, MFI settled all claims asserted against it by the direct purchaser class for a payment of $75.0 million, which was approved by the district court in December 2017; (ii) in January 2017, MFI settled all claims asserted against it by opt-out plaintiffs related to shell egg purchases on confidential ~~terms in January 2017; and~~terms; (iii) in June 2018, MFI settled all claims asserted against it by indirect purchaser plaintiffs on confidential ~~terms.~~terms; and (iv) between June 2019 and September 2019, MFI individually settled on confidential terms egg product opt-out claims asserted against it by four separate opt-out plaintiffs. MFI has at all times denied liability in this matter, and no settlement contains any admission of liability by MFI.

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~~Bob Evans Appraisal Proceedings~~

Prior to completion of the Company’s acquisition of Bob Evans Farms, Inc. (“Bob Evans”) on January 12, 2018, Bob Evans received demands from certain stockholders demanding appraisal of their shares of Bob Evans common stock. After the completion of the acquisition, several such former stockholders filed petitions in the Delaware Court of Chancery (~~Arbitrage Fund v. Bob Evans Farms, Inc.~~ ~~filed on January 23, 2018;~~ ~~Blue Mountain Credit Alternatives Master Fund L.P., et al. v. Bob Evans Farms, Inc.~~ ~~filed on April 30, 2018; and~~ ~~2017 Clarendon LLC, et al. v. Bob Evans Farms, Inc.~~ filed on April 30, 2018) seeking appraisal of their shares of Bob Evans common stock pursuant to Section 262 of the Delaware General Corporation Law (“Section 262”). The lawsuits seek appraisal for such shares, plus statutory interest, as well as the costs of the proceedings and such other relief as appropriate. Under Section 262, persons who were stockholders at the time of the closing are entitled to have their shares appraised by the Delaware Court of Chancery and receive payment of the “fair value” of such shares (plus statutory interest) as determined by the Delaware Court of Chancery. In May 2018, the court consolidated the lawsuits into one action.

In December 2018, the Company settled with one petitioner, Arbitrage Fund, and Arbitrage Fund was dismissed with prejudice from the consolidated action. In addition, in December 2018, the Company pre-paid the $77.00 per share merger consideration to the Blue Mountain and 2017 Clarendon petitioners, effectively stopping the continued accrual of statutory interest on that amount. The Company made total payments of $257.6 million related to these matters in December 2018. However, the consolidated action remains active with respect to the determination of the fair value of the shares formerly held by the two remaining petitioners.

Approximately 2.5 million shares of Bob Evans common stock are before the court for appraisal in the consolidated action. As of completion of the acquisition, former Bob Evans stockholders can no longer submit new demands for appraisal. All other former stockholders have been paid for their shares. The Company intends to vigorously defend the consolidated action.

While the Company believes its accrual for these matters is appropriate, the final amounts required to resolve such matters could differ materially and the Company’s financial position, results of operations and cash flows could be materially affected.

~~Weetabix Limited Environmental Matter~~

In March 2019, Weetabix Limited, one of the Company’s subsidiaries, received notification from the United Kingdom Environment Agency (the “Environment Agency”) that the Environment Agency intends to charge Weetabix Limited in relation to a spill of diesel fuel into the ground at Weetabix Limited’s Burton Latimer site in the United Kingdom that occurred in November 2016, prior to the Company’s acquisition of the Weetabix business. Upon discovery of the spill, Weetabix Limited promptly informed the Environment Agency and took steps to address the spill, including putting in place monitoring and remediation measures. Weetabix Limited has cooperated with the Environment Agency at all times regarding the containment and assessment of the incident. A first court hearing will be scheduled for a future date. The Company does not expect this matter will have a material effect on its financial condition, results of operations or cash flows.

Other

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the financial ~~position,~~condition, results of operations or cash flows of the Company. In addition, although it is difficult to estimate the potential financial impact of actions regarding expenditures for compliance with regulatory matters, in the opinion of management, based upon the information currently available, the ultimate liability arising from such compliance matters is not expected to be material to the financial ~~position,~~condition, results of operations or cash flows of the Company.


ITEM 1A.	RISK FACTORS.

In addition to the information set forth elsewhere in this Quarterly Report on Form 10-Q and the risk factor set forth below, you should carefully consider the risk factors we previously disclosed in our Annual Report on Form 10-K, filed with the United States Securities and Exchange Commission on November ~~16, 2018,~~22, 2019, as of and for the year ended September 30, ~~2018.~~2019 (the “Form 10-K”). These risks could materially and adversely affect our business, financial condition, results of operations and cash flows. The enumerated risks may or have been heightened, or in some cases manifested, by the impacts of the COVID-19 pandemic and are not the only risks we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business, financial condition, results of operations and cash flows.

The COVID-19 pandemic has and is expected to continue to impact our financial and operational performance.

The COVID-19 pandemic has and is likely to continue to negatively impact the global economy and capital markets, which could result in a prolonged economic downturn or a global economic recession. These impacts could limit our ability to satisfy our debt obligations or the cost or availability of additional capital transactions. As of March 31, 2020, we had $7,255.1 million in aggregate principal amount of debt and $1,179.4 million in cash and cash equivalents.

The rapid spread of COVID-19 has impacted, and we expect will continue to impact, our workforce and operations. We have and could continue to experience labor shortages from increased employee absenteeism in our manufacturing facilities, which has and could continue to negatively impact our production and could negatively impact our ability to deliver our products. We also have and expect to continue to incur increased operating costs, including increased labor-related costs and increased healthcare costs. We have and may continue to incur additional expenses to comply with new requirements imposed by governmental authorities, including purchases of equipment or supplies that are in high demand, as well as engaging third party resources. We have and may have future needs to temporarily close individual production lines or partial or entire manufacturing facilities either due to a widespread employee outbreak, cleaning or related operational interruptions or for other reasons related to COVID-19. The impact of the COVID-19 pandemic on our and our co-manufacturers’ operations could further include interruptions in our supply chain and increases in the cost or availability of ingredients, packaging and other materials.

We have and expect to continue to experience reduced demand for our foodservice products due to reduced consumer traffic in restaurants, schools and other locations. Due to such reduced demand, we have temporarily idled certain of our facilities and have delivered contract suspension notices to certain of our suppliers, invoking force majeure clauses, and we could become a party to litigation to enforce these force majeure clauses or otherwise enforce our rights under the Uniform Commercial Code. Even in facilities manufacturing products with strong demand, production and sales of these products could be negatively affected by the COVID-19 impacts on our operations previously discussed, retailer limitations, interruptions in our distribution channels or other factors.

These and other impacts of the COVID-19 pandemic have heightened, or in some cases manifested, many of the other risks we previously disclosed in the “Risk Factors” section of the Form 10-K, any of which could have a material effect on us. This situation is changing rapidly and additional impacts may arise that we are not aware of as of the date hereof. The extent and potential short and long term impact of the COVID-19 pandemic on our business, financial condition, results of operations and cash flows, which could be material, will depend on future developments, including the duration, severity and spread of the pandemic, actions that have and may be taken by governmental authorities in response to the pandemic and the impact on our supply chain, operations, workforce and the financial markets, all of which are highly uncertain and cannot be predicted.


ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

The following table sets forth information with respect to shares of our common stock that we purchased during the three months ended March 31, ~~2019:~~2020:

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Period Total Number of Shares Purchased (a) Average Price Paid per Share (b) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (c) Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (b) (c)
January 1, 2019-January 31, 2019 31,386

$89.39
31,386

$279,882,183
February 1, 2019- February 28, 2019 315,695

$98.06
315,695

$248,926,255
March 1, 2019- March 31, 2019 66,847

$99.70
66,847

$242,261,559
Total 413,928

$97.66
413,928

$242,261,559



Period	Total Number of Shares Purchased	Average Price Paid per Share (a)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b)	Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (a) (b)
January 1, 2020 - January 31, 2020	208,450		$106.44	208,450		$345,674,728
February 1, 2020 - February 29, 2020	1,348,812		$103.96	1,348,812		$205,448,310
March 1, 2020 - March 31, 2020	467,194		$93.27	467,194		$161,874,205
Total	2,024,456		$101.75	2,024,456		$161,874,205


(a)	~~The total number of shares purchased includes: (i) shares purchased on the open market and (ii) shares purchased pursuant to a Rule 10b5-1 plan.~~


~~(b)~~	Does not include broker’s commissions.

~~(c)~~(b)

On ~~May 2, 2018,~~December 5, 2019, our Board of Directors ~~authorized the Company~~approved an authorization to repurchase up to ~~$350,000,000~~$400,000,000 of shares of our common stock ~~to begin on May 7, 2018.~~effective December 5, 2019 (the “Authorization”). The ~~authorization~~Authorization expires on ~~May 7, 2020.~~December 5, 2021. The Company began repurchasing shares under the Authorization on December 6, 2019. Repurchases may be made from time to time in the open market, private purchases, through forward, derivative, accelerated repurchase or automatic purchase transactions, or otherwise.

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ITEM 6.	EXHIBITS.

The following exhibits are either provided with this Form 10-Q or are incorporated herein by reference.



Exhibit No.		Description

3.1		Amended and Restated Articles of Incorporation of Post Holdings, Inc. (Incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q filed on February 2, 2018)

3.2		Amendment of Amended and Restated Articles of Incorporation of Post Holdings, Inc. (Incorporated by reference to Exhibit 3.2 to the Company’s Form 10-Q filed on February 2, 2018)

3.3		Amended and Restated Bylaws of Post Holdings, Inc. (Incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed on January 31, 2018)

4.1		Certificate of Designation, Preferences and Rights of 2.5% Series C Cumulative Perpetual Convertible Preferred Stock (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on December 16, 2013)

~~4.2~~		Amendment of Certificate of Designation, Preferences and Rights of 2.5% Series C Cumulative Perpetual Convertible Preferred Stock (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on February 19, 2019)

~~4.3~~		Indenture (2025 Notes), dated as of August 18, 2015, by and among Post Holdings, Inc., the Guarantors (as defined therein) and Wells Fargo Bank, National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K/A filed on August 21, 2015)

~~4.4~~		Indenture (2026 Notes), dated as of August 3, 2016, by and among Post Holdings, Inc., the Guarantors (as defined therein) and Wells Fargo Bank, National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on August 3, 2016)

~~4.5~~4.2		Indenture (2025 Notes), dated as of February 14, 2017, by and among Post Holdings, Inc., the Guarantors (as defined therein) and Wells Fargo Bank, National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on February 14, 2017)

~~4.6~~		Indenture (2027 Notes), dated as of February 14, 2017, by and among Post Holdings, Inc., the Guarantors (as defined therein) and Wells Fargo Bank, National Association, as trustee (Incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed on February 14, 2017)

~~4.7~~4.3		Third Supplemental Indenture (2025 Notes), dated as of May 19, 2017, by and among Post Holdings, Inc., the Guarantors (as defined therein), and Wells Fargo Bank, National Association, as trustee (Incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed on May 22, 2017)

~~4.8~~		Indenture (2028 Notes), dated as of December 1, 2017, by and among Post Holdings, Inc., the Guarantors (as defined therein) and Wells Fargo Bank, National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on December 4, 2017)

~~4.9~~4.4		Fourth Supplemental Indenture (2026 Notes), dated as of February 8, 2019, by and among Post Holdings, Inc., the Guarantors (as defined therein) and Wells Fargo Bank, National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on February 12, 2019)

4.5		Indenture (2029 Notes), dated as of July 3, 2019, by and among Post Holdings, Inc., the Guarantors (as defined therein) and Wells Fargo Bank, National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on July 3, 2019)

4.6		Indenture (2030 Notes), dated as of February 26, 2020, by and among Post Holdings, Inc., the Guarantors (as defined therein) and Wells Fargo Bank, National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on February 26, 2020)

†~~10.61~~10.63		~~8th Avenue Food & Provisions, Inc. Annual Bonus Program~~Form of Stock Award Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on ~~January 18, 2019)~~February 6, 2020)

~~†10.62~~10.64		First Amendment to Credit Agreement, dated as of February 21, 2020, by and among BellRing Brands, LLC and Credit Suisse AG, Cayman Islands Branch, as administrative agent

10.65		Second Amended and Restated Credit Agreement, dated as of March 18, 2020, by and among Post Holdings, Inc. ~~2019 Long-Term Incentive Plan~~, as borrower, the institutions from time to time party thereto as lenders and Barclays Bank PLC, as administrative agent, Barclays Bank PLC, BofA Securities, Inc., Citigroup Global Markets Inc., Credit Suisse Loan Funding LLC, JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners, BofA Securities, Inc., Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as syndication agents, and Credit Suisse Loan Funding LLC and JPMorgan Chase Bank, N.A., as documentation agents (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on ~~January 30, 2019)~~March 24, 2020)

~~†10.63~~10.66		~~Form~~Second Amended and Restated Guarantee and Collateral Agreement, dated as of ~~Stock-Settled Restricted Stock Unit Agreement (Non-Employee Directors)~~March 18, 2020, by and among Post Holdings, Inc., certain of its subsidiaries and Barclays Bank PLC, as administrative agent (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on ~~January 30, 2019)~~

~~†10.64~~		~~Form of Stock-Settled Restricted Stock Unit Agreement (U.S. Employees) (Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on January 30, 2019)~~

~~†10.65~~		~~Form of Non-Qualified Stock Option Award Agreement (U.S. Employees) (Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on January 30, 2019)~~

~~10.66~~		~~First Amendment to First Lien Credit Agreement, dated as of~~ March ~~19, 2019, by and among 8th Avenue Food & Provisions, Inc. and Barclays Bank PLC, as administrative agent~~24, 2020)

31.1		Certification of Robert V. Vitale pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May ~~3, 2019~~8, 2020

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~~Exhibit No.~~		~~Description~~
31.2		Certification of Jeff A. Zadoks pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May ~~3, 2019~~8, 2020

32.1		Certification of Robert V. Vitale and Jeff A. Zadoks, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated May ~~3, 2019~~8, 2020

101		Interactive Data File (Form 10-Q for the quarterly period ended March 31, ~~2019~~2020 filed in ~~XBRL)~~iXBRL (Inline eXtensible Business Reporting Language)). The financial information contained in the ~~XBRL-related~~iXBRL-related documents is “unaudited” and “unreviewed.”


104
†	~~These exhibits constitute management contracts, compensatory plans~~The cover page from the Company’s Form 10-Q for the quarterly period ended March 31, 2020, formatted in iXBRL (Inline eXtensible Business Reporting Language) and ~~arrangements.~~contained in Exhibit 101

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† These exhibits constitute management contracts, compensatory plans and arrangements.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Post Holdings, Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		POST HOLDINGS, INC.
Date:	May ~~3, 2019~~8, 2020	By:	/s/ Jeff A. Zadoks
			Jeff A. Zadoks
			EVP and Chief Financial Officer (Principal Financial Officer)

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	Three Months Ended March 31, 2019
	As Reported Under Topic 606			As Reported Under Prior Guidance			Impact of Adoption
Net Sales	$	1,387.8		$	1,395.1		$	(7.3	)
Cost of goods sold	936.5			936.5			—
Gross Profit	451.3			458.6			(7.3		)
Selling, general and administrative expenses	225.8			233.4			(7.6		)
Amortization of intangible assets	40.4			40.4			—
Gain on sale of business	(2.6		)	(2.6		)	—
Other operating expenses, net	1.4			1.4			—
Operating Profit	$	186.3		$	186.0		$	0.3



	Acquisition Date Amounts Recognized as of September 30, 2018 (a)			Adjustments During Fiscal 2019			Acquisition Date Amounts Recognized (as Adjusted)
Cash and cash equivalents	$	15.6		$	—		$	15.6
Receivables	58.5			—			58.5
Inventories	27.1			—			27.1
Prepaid expenses and other current assets	34.3			—			34.3
Property	184.3			—			184.3
Goodwill	898.3			(0.7		)	897.6
Other intangible assets	782.0			—			782.0
Other assets	0.4			—			0.4
Accounts payable	(18.2		)	—			(18.2		)
Other current liabilities	(58.5		)	—			(58.5		)
Deferred tax liability - long-term	(194.9		)	0.7			(194.2		)
Other liabilities	(5.3		)	—			(5.3		)
Total acquisition cost	$	1,723.6		$	—		$	1,723.6



	Three Months Ended March 31, 2019			Six Months Ended March 31, 2019
8th Avenue’s net loss available to 8th Avenue’s common shareholders	$	(11.3	)	$	(22.8	)
	60.5		%	60.5		%
Equity method loss available to Post	$	(6.8	)	$	(13.8	)
Less: Amortization of basis difference, net of tax (a)	1.8			5.4
Equity method loss, net of tax	$	(8.6	)	$	(19.2	)



	March 31, 2019		September 30, 2018
Raw materials and supplies	$	97.6	$	107.8
Work in process	17.0		17.8
Finished products	406.3		324.1
Flocks	34.2		34.5
	$	555.1	$	484.2



Derivatives Designated as Hedging Instruments	Loss (Gain) Recognized in OCI					Gain Reclassified from Accumulated OCI into Earnings						Statement of Operations Location
Derivatives Designated as Hedging Instruments	2019		2018			2019			2018			Statement of Operations Location
Foreign exchange contracts	$	—	$	—		$	—		$	(1.3	)	Selling, general and administrative expenses
Interest rate swaps	2.5		(20.6		)	(0.4		)	(0.5		)	Interest expense, net
Cross-currency swaps	9.4		15.2			—			—			Expense (income) on swaps, net



Balance, September 30, 2018	$	290.9
Gains related to assets and liabilities held for sale	125.3
Proceeds from the sale of assets and liabilities held for sale	(276.6		)
Investment in 8th Avenue, working capital and other adjustments	(139.6		)
Balance, March 31, 2019	$	—



Period	Total Number of Shares Purchased (a)	Average Price Paid per Share (b)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (c)	Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (b) (c)
January 1, 2019-January 31, 2019	31,386		$89.39	31,386		$279,882,183
February 1, 2019- February 28, 2019	315,695		$98.06	315,695		$248,926,255
March 1, 2019- March 31, 2019	66,847		$99.70	66,847		$242,261,559
Total	413,928		$97.66	413,928		$242,261,559