UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________

FORM 10-Q

__________________

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

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

☐ 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. Yes ☒ No ☐

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). Yes ☒ No ☐

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 filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

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

Common Stock, $0.01 par value – ~~69,906,711~~64,367,518 shares as of of February ~~3, 2020~~1, 2021

Table of Contents

POST HOLDINGS, INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS


					Page
PART I.			FINANCIAL INFORMATION

				~~Page~~
~~PART I.~~Item 1.	~~FINANCIAL INFORMATION~~

~~Item 1.~~	Financial Statements (Unaudited).	1

			Condensed Consolidated Statements of Operations (Unaudited).		1

			Condensed Consolidated Statements of Comprehensive Income (Unaudited).		2

			Condensed Consolidated Balance Sheets (Unaudited).		3

			Condensed Consolidated Statements of Cash Flows (Unaudited).		4

			Condensed Consolidated 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.		2725

Item 3.			Quantitative and Qualitative Disclosures About Market Risk.		3635

Item 4.			Controls and Procedures.		3736

PART II.			OTHER INFORMATION

Item 1.			Legal Proceedings.		3736

Item 1A.			Risk Factors.		3836

Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds.		3836

Item 6.			Exhibits.		4038

			SIGNATURES.		4239

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 December 31,							Three Months Ended December 31,
	2019			2018					2020		2019
Net Sales	$	1,456.8		$	1,411.3		Net Sales		$	1,458.0	$	1,456.8
Cost of goods sold	985.3			984.8			Cost of goods sold		1,002.6		985.3
Gross Profit	471.5			426.5			Gross Profit		455.4		471.5
Selling, general and administrative expenses	235.3			217.1			Selling, general and administrative expenses		251.1		235.3
Amortization of intangible assets	40.1			40.3			Amortization of intangible assets		40.6		40.1
Gain on sale of business	—			(124.7		)
Other operating expenses (income), net	0.1			(0.1		)

Other operating (income) expenses, net							Other operating (income) expenses, net		(2.6)		0.1
Operating Profit	196.0			293.9			Operating Profit		166.3		196.0
Interest expense, net	102.9			59.4			Interest expense, net		96.6		102.9
Loss on extinguishment of debt, net	12.9			6.1			Loss on extinguishment of debt, net		0		12.9
(Income) expense on swaps, net	(61.4		)	51.7
Income on swaps, net							Income on swaps, net		(41.6)		(61.4)
Other income, net	(3.2		)	(3.7		)	Other income, net		(10.8)		(3.2)
Earnings before Income Taxes and Equity Method Loss	144.8			180.4			Earnings before Income Taxes and Equity Method Loss		122.1		144.8
Income tax expense	30.4			43.8			Income tax expense		23.2		30.4
Equity method loss, net of tax	7.3			10.7			Equity method loss, net of tax		7.9		7.3
Net Earnings Including Noncontrolling Interests	107.1			125.9			Net Earnings Including Noncontrolling Interests		91.0		107.1
Less: Net earnings attributable to noncontrolling interests	7.9			0.3			Less: Net earnings attributable to noncontrolling interests		9.8		7.9
Net Earnings	99.2			125.6			Net Earnings		$	81.2	$	99.2
Less: Preferred stock dividends	—			2.0
Net Earnings Available to Common Shareholders	$	99.2		$	123.6


Earnings per Common Share:							Earnings per Common Share:
Basic	$	1.40		$	1.85		Basic		$	1.24	$	1.40
Diluted	$	1.38		$	1.67		Diluted		$	1.21	$	1.38

Weighted-Average Common Shares Outstanding:							Weighted-Average Common Shares Outstanding:
Basic	70.7			66.7			Basic		65.7		70.7
Diluted	72.1			75.1			Diluted		66.9		72.1

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

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POST HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(in millions)


	Three Months Ended December 31,
		2020		2019
Net Earnings Including Noncontrolling Interests		$	91.0	$	107.1
Pension and postretirement benefits adjustments:

Reclassifications to net earnings		(0.2)		(0.5)

Hedging adjustments:
Net loss on derivatives		0		(33.3)
Reclassifications to net earnings		0.5		7.2

Foreign currency translation adjustments:
Unrealized foreign currency translation adjustments		101.6		115.1

Tax benefit (expense) on other comprehensive income:
Pension and postretirement benefits adjustments:
Reclassifications to net earnings		0.1		0.1
Hedging adjustments:
Net loss on derivatives		0		8.5
Reclassifications to net earnings		(0.1)		(1.6)
Total Other Comprehensive Income Including Noncontrolling Interests		101.9		95.5
Less: Comprehensive income attributable to noncontrolling interests		10.1		8.4
Total Comprehensive Income		$	182.8	$	194.2

Three Months Ended
December 31,
2019 2018
Net Earnings Including Noncontrolling Interests $ 107.1
$ 125.9
Pension and postretirement benefits adjustments:
Reclassifications to net earnings (0.5 ) (1.2 )
Hedging adjustments:
Unrealized net (loss) gain on derivatives (33.3 ) 24.4
Reclassifications to net earnings 7.2
(30.1 )
Foreign currency translation adjustments:
Unrealized foreign currency translation adjustments 115.1
(40.2 )
Reclassifications to net earnings (see Note 4) —
42.1
Tax benefit (expense) on other comprehensive income:
Pension and postretirement benefits adjustments:
Reclassifications to net earnings 0.1
0.3
Hedging adjustments:
Unrealized gain/loss on derivatives 8.5
(6.0 )
Reclassifications to net earnings (1.6 ) 7.4
Total Other Comprehensive Income (Loss) Including Noncontrolling Interests 95.5
(3.3 )
Less: Comprehensive income attributable to noncontrolling interests 8.4
0.3
Total Comprehensive Income $ 194.2
$ 122.3

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

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POST HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions)

December 31, 2019 September 30, 2019
ASSETS
Current Assets
Cash and cash equivalents $ 812.6
$ 1,050.7
Restricted cash 2.5
3.8
Receivables, net 451.8
445.1
Inventories 588.2
579.8
Prepaid expenses and other current assets 66.1
46.9
Total Current Assets 1,921.2
2,126.3
Property, net 1,764.2
1,736.0
Goodwill 4,460.7
4,399.8
Other intangible assets, net 3,328.3
3,338.5
Equity method investments 138.5
145.5
Other assets 330.6
205.5
Total Assets $ 11,943.5
$ 11,951.6

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Current portion of long-term debt $ 156.5
$ 13.5
Accounts payable 332.1
395.6
Other current liabilities 394.5
393.8
Total Current Liabilities 883.1
802.9
Long-term debt 6,382.6
7,066.0
Deferred income taxes 842.4
688.5
Other liabilities 523.8
456.9
Total Liabilities 8,631.9
9,014.3

Shareholders’ Equity
Preferred stock —
—
Common stock 0.8
0.8
Additional paid-in capital 4,195.6
3,734.8
Retained earnings 307.0
207.8
Accumulated other comprehensive loss (1.8 ) (96.8 )
Treasury stock, at cost (1,143.8 ) (920.7 )
Total Shareholders’ Equity Excluding Noncontrolling Interests 3,357.8
2,925.9
Noncontrolling interests (46.2 ) 11.4
Total Shareholders’ Equity 3,311.6
2,937.3
Total Liabilities and Shareholders’ Equity $ 11,943.5
$ 11,951.6


	December 31, 2020		September 30, 2020
ASSETS
Current Assets
Cash and cash equivalents	$	1,118.0	$	1,187.9
Restricted cash	0.5		5.5
Receivables, net	452.7		441.6
Inventories	584.4		599.4


Prepaid expenses and other current assets	100.9		53.4
Total Current Assets	2,256.5		2,287.8
Property, net	1,776.0		1,779.7
Goodwill	4,492.0		4,438.6
Other intangible assets, net	3,182.5		3,197.5
Equity method investments	106.8		114.1


Other assets	326.5		329.0
Total Assets	$	12,140.3	$	12,146.7

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Current portion of long-term debt	$	36.1	$	64.9
Accounts payable	374.0		367.9

Other current liabilities	480.0		541.6
Total Current Liabilities	890.1		974.4
Long-term debt	6,972.1		6,959.0
Deferred income taxes	808.5		784.5

Other liabilities	565.1		599.8
Total Liabilities	9,235.8		9,317.7

Shareholders’ Equity

Common stock	0.8		0.8
Additional paid-in capital	4,226.2		4,182.9
Retained earnings	289.8		208.6
Accumulated other comprehensive income (loss)	72.3		(29.3)
Treasury stock, at cost	(1,668.4)		(1,508.5)
Total Shareholders’ Equity Excluding Noncontrolling Interests	2,920.7		2,854.5
Noncontrolling interests	(16.2)		(25.5)
Total Shareholders’ Equity	2,904.5		2,829.0
Total Liabilities and Shareholders’ Equity	$	12,140.3	$	12,146.7

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

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POST HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in millions)


	Three Months Ended December 31,
	2020		2019
Cash Flows from Operating Activities
Net Earnings Including Noncontrolling Interests	$	91.0	$	107.1
Adjustments to reconcile net earnings including noncontrolling interests to net cash provided by operating activities:
Depreciation and amortization	94.1		90.3
Unrealized gain on interest rate swaps and foreign exchange contracts, net	(42.3)		(73.3)

Loss on extinguishment of debt, net	0		12.9


Non-cash stock-based compensation expense	13.9		11.4
Equity method loss, net of tax	7.9		7.3
Deferred income taxes	17.0		19.0
Other, net	(10.0)		3.2
Other changes in operating assets and liabilities:
Increase in receivables, net	(10.4)		(6.7)
Decrease (increase) in inventories	15.5		(6.1)
Increase in prepaid expenses and other current assets	(17.2)		(20.0)
(Increase) decrease in other assets	(8.3)		2.6
Decrease in accounts payable and other current liabilities	(48.0)		(41.3)
Increase in non-current liabilities	11.3		2.0
Net Cash Provided by Operating Activities	114.5		108.4

Cash Flows from Investing Activities
Business acquisitions, net of cash acquired	1.0		0
Additions to property	(53.9)		(77.3)

Proceeds from sale of property and assets held for sale	16.4		0.1


Purchases of equity securities	(5.0)		0
Cross-currency swap cash settlements	0		1.4

Net Cash Used in Investing Activities	(41.5)		(75.8)

Cash Flows from Financing Activities
Proceeds from issuance of long-term debt	20.0		2,031.0




Repayments of long-term debt	(37.5)		(2,574.5)

Payments to appraisal rights holders	0		(3.8)
Purchases of treasury stock	(165.3)		(231.8)

Proceeds from initial public offering	0		524.4
Payments of debt issuance costs and deferred financing fees	(0.1)		(28.2)
Refund of debt issuance costs	0		15.3



Cash received from share repurchase contracts	47.5		0
Other, net	(19.1)		(7.3)
Net Cash Used in Financing Activities	(154.5)		(274.9)
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash	6.6		2.9
Net Decrease in Cash, Cash Equivalents and Restricted Cash	(74.9)		(239.4)
Cash, Cash Equivalents and Restricted Cash, Beginning of Year	1,193.4		1,054.5
Cash, Cash Equivalents and Restricted Cash, End of Period	$	1,118.5	$	815.1

Three Months Ended
December 31,
2019 2018
Cash Flows from Operating Activities
Net Earnings Including Noncontrolling Interests $ 107.1
$ 125.9
Adjustments to reconcile net earnings including noncontrolling interests to net cash flow provided by operating activities:
Depreciation and amortization 90.3
93.6
Unrealized (gain) loss on interest rate swaps (73.3 ) 51.5
Gain on sale of business —
(124.7 )
Loss on extinguishment of debt, net 12.9
6.1
Non-cash stock-based compensation expense 11.4
8.7
Equity method loss, net of tax 7.3
10.7
Deferred income taxes 19.0
8.1
Other, net 3.2
0.6
Other changes in operating assets and liabilities:
(Increase) decrease in receivables, net (6.7 ) 30.8
Increase in inventories (6.1 ) (16.1 )
Increase in prepaid expenses and other current assets (20.0 ) (0.5 )
Decrease in other assets 2.6
0.9
(Decrease) increase in accounts payable and other current liabilities (41.3 ) 46.7
Increase (decrease) in non-current liabilities 2.0
(3.6 )
Net Cash Provided by Operating Activities 108.4
238.7
Cash Flows from Investing Activities
Additions to property (77.3 ) (78.8 )
Proceeds from sale of property and assets held for sale 0.1
2.0
Proceeds from sale of business —
250.0
Cross-currency swap cash settlements 1.4
28.3
Net Cash (Used in) Provided by Investing Activities (75.8 ) 201.5
Cash Flows from Financing Activities
Proceeds from issuance of long-term debt 2,031.0
—
Repayments of long-term debt (2,574.5 ) (919.0 )
Payments to appraisal rights holders (3.8 ) (253.6 )
Purchases of treasury stock (231.8 ) (25.3 )
Payments of preferred stock dividends —
(2.0 )
Proceeds from initial public offering 524.4
—
Payments of debt issuance costs and deferred financing fees (28.2 ) (0.3 )
Refund of debt issuance costs 15.3
7.8
Proceeds from exercises of stock awards 2.8
—
Other, net (10.1 ) (7.2 )
Net Cash Used in Financing Activities (274.9 ) (1,199.6 )
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash 2.9
(1.6 )
Net Decrease in Cash, Cash Equivalents and Restricted Cash (239.4 ) (761.0 )
Cash, Cash Equivalents and Restricted Cash, Beginning of Year 1,054.5
994.5
Cash, Cash Equivalents and Restricted Cash, End of Period $ 815.1
$ 233.5

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POST HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)

(in millions)


								As Of and For The Three Months Ended December 31,
	As Of and For The Three Months Ended December 31,								2020		2019
	2019			2018
Preferred Stock
Beginning and end of period	$	—		$	—

Common Stock							Common Stock
Beginning and end of period	0.8			0.8			Beginning and end of period		$	0.8	$	0.8

Additional Paid-in Capital							Additional Paid-in Capital
Beginning of period	3,734.8			3,590.9			Beginning of period		4,182.9		3,734.8

Activity under stock and deferred compensation plans	(7.3		)	(7.2		)	Activity under stock and deferred compensation plans		(17.0)		(7.3)
Non-cash stock-based compensation expense	11.1			8.7			Non-cash stock-based compensation expense		12.8		11.1
Cash received from share repurchase contracts							Cash received from share repurchase contracts		47.5		0
Initial public offering, net of tax	457.0			—			Initial public offering, net of tax		0		457.0

End of period	4,195.6			3,592.4			End of period		4,226.2		4,195.6
Retained Earnings							Retained Earnings
Beginning of period	207.8			88.0			Beginning of period		208.6		207.8
Net earnings	99.2			125.6			Net earnings		81.2		99.2
Adoption of accounting standards update	—			(0.9		)
Preferred stock dividends declared	—			(2.0		)

End of period	307.0			210.7			End of period		289.8		307.0
Accumulated Other Comprehensive Loss	Accumulated Other Comprehensive Loss						Accumulated Other Comprehensive Loss
Retirement Benefit Adjustments, net of tax							Retirement Benefit Adjustments, net of tax
Beginning of period	26.6			37.9			Beginning of period		(4.3)		26.6
Net change in retirement benefits, net of tax	(0.4		)	(0.9		)	Net change in retirement benefits, net of tax		(0.1)		(0.4)
End of period	26.2			37.0			End of period		(4.4)		26.2
Hedging Adjustments, net of tax							Hedging Adjustments, net of tax
Beginning of period	44.5			37.4			Beginning of period		70.3		44.5
Net change in hedges, net of tax	(19.4		)	(4.3		)	Net change in hedges, net of tax		0.3		(19.4)
End of period	25.1			33.1			End of period		70.6		25.1
Foreign Currency Translation Adjustments							Foreign Currency Translation Adjustments
Beginning of period	(167.9		)	(114.7		)	Beginning of period		(95.3)		(167.9)
Foreign currency translation adjustments	114.8			1.9			Foreign currency translation adjustments		101.4		114.8
End of period	(53.1		)	(112.8		)	End of period		6.1		(53.1)
Treasury Stock							Treasury Stock
Beginning of period	(920.7		)	(589.9		)	Beginning of period		(1,508.5)		(920.7)
Purchases of treasury stock	(223.1		)	(25.3		)	Purchases of treasury stock		(159.9)		(223.1)
End of period	(1,143.8		)	(615.2		)	End of period		(1,668.4)		(1,143.8)
Total Shareholders’ Equity Excluding Noncontrolling Interests	3,357.8			3,146.0			Total Shareholders’ Equity Excluding Noncontrolling Interests		2,920.7		3,357.8
Noncontrolling Interests							Noncontrolling Interests
Beginning of period	11.4			10.1			Beginning of period		(25.5)		11.4
Initial public offering	(66.3		)	—			Initial public offering		0		(66.3)
Net earnings attributable to noncontrolling interests	7.9			0.3			Net earnings attributable to noncontrolling interests		9.8		7.9
Activity under stock and deferred compensation plans							Activity under stock and deferred compensation plans		(0.9)		0
Distribution to noncontrolling interest							Distribution to noncontrolling interest		(1.0)		0
Non-cash stock-based compensation expense	0.3			—			Non-cash stock-based compensation expense		1.1		0.3
Net change in hedges, net of tax	0.2			—			Net change in hedges, net of tax		0.1		0.2
Foreign currency translation adjustments	0.3			—			Foreign currency translation adjustments		0.2		0.3
End of period	(46.2		)	10.4			End of period		(16.2)		(46.2)
Total Shareholders’ Equity	$	3,311.6		$	3,156.4		Total Shareholders’ Equity		$	2,904.5	$	3,311.6

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,” 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, ~~2019.~~2020. 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, ~~2019,~~2020, filed with the SEC on November ~~22, 2019.~~20, 2020.

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 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.

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 a material impact on the Company’s results of operations, comprehensive income, financial condition, cash flows, shareholders’ equity or disclosures based on current information.

Recently Issued

In March 2020, the Financial Accounting Standards Board (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 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.

Recently Adopted

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 replaced the prior 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. The Company adopted this ASU on October 1, 2020. In conjunction with the adoption of this ASU, the Company updated its methodology for calculating its allowance for doubtful accounts. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements and related disclosures.

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NOTE 3 — NONCONTROLLING INTERESTS, EQUITY INTERESTS AND RELATED PARTY TRANSACTIONS

BellRing

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 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 IPO, ~~(the “formation transactions”),~~ BellRing isbecame 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~~ and the holding company of BellRing Brands, LLC, a Delaware limited liability company (“BellRing LLC”), owning 28.8% of ~~its~~BellRing LLC’s non-voting membership units (the “BellRing LLC units”)., with Post ~~owns~~owning 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 Post or its affiliates (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 Post’s historical 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 $2.1 and $1.2 during the three months ended December 31, 2019 and 2018, respectively. These expenses generally included third party costs for due diligence, advisory services and government filing fees and were recorded as “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 used herein generally refers to BellRing Brands, Inc.; however, in discussions related to debt facilities, the term “BellRing” refers to BellRing Brands, LLC.

~~NOTE 2 — RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS~~

In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“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. In July 2018, the FASB issued ASU 2018-11, “Leases (Topic 842): Targeted Improvements.” This ASU provides an additional transition method by allowing entities to initially apply the 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 practical expedient by class of underlying asset, not to separate the lease and non-lease

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components of a contract when those lease contracts meet certain criteria. The Company adopted these ASUs on October 1, 2019, as required by the ASUs, and utilized the cumulative effect adjustment approach. At adoption, the Company recognized ROU assets and lease liabilities of $158.1 and $168.2, respectively, on the balance 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 theses ASUs. For additional information, refer to Note 14.

~~NOTE 3 — RESTRUCTURING~~

In February 2018, the Company announced its plan to close its ready-to-eat (“RTE”) cereal manufacturing facility in Clinton, Massachusetts, which 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 was 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 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 were included in “Selling, general and administrative expenses” and accelerated depreciation expense was included in “Cost of goods sold” in the Condensed Consolidated Statement of Operations for the three months ended December 31, 2018. These expenses are not included in the measure of segment performance (see Note 18).

Employee-Related Costs Accelerated Depreciation Total
Balance, September 30, 2018 $ 2.7
$ —
$ 2.7
Charge to expense 0.7
1.8
2.5
Non-cash charges —
(1.8 ) (1.8 )
Balance, December 31, 2018 $ 3.4
$ —
$ 3.4

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

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

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~~NOTE 4 — DIVESTITURES AND AMOUNTS HELD FOR SALE~~

~~Divestiture~~

On October 1, 2018, 8th Avenue Food & Provisions, Inc. (“8th Avenue”) was separately capitalized through a series of transactions (the “8th Avenue Transactions”), and 8th Avenue became the holding company for 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 15). During the three months ended December 31, 2018, the Company recorded a gain of $124.7 (adjusted to $126.6 during the year ended September 30, 2019) related to the 8th Avenue Transactions, which was reported as “Gain on sale of business” in the Condensed Consolidated Statement of Operations. The gain included foreign exchange losses previously recorded in accumulated other comprehensive loss (“OCI”) of $42.1. In connection with the 8th Avenue Transactions, the Company incurred transaction-related expenses of $9.1 during the three months ended December 31, 2018. These expenses generally included third party costs for advisory services and transaction success fees, and were recorded as “Selling, general and administrative expenses” in the Condensed Consolidated Statement of Operations. No such gain or loss or transaction-related expenses were recorded during the three months ended December 31, 2019.

~~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”) held for sale with a book value of $8.4 at both December 31, 2019 and September 30, 2019. 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 December 31, 2019 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 0 held for sale gains or losses recorded in the three months ended December 31, 2019. During the three months ended December 31, 2018, the Company recorded a held for sale gain of $124.7 (adjusted to $126.6 during the year ended September 30, 2019), which was reported as “Gain on sale of business,” and a held for sale loss of $2.6, which was included in “Loss on extinguishment of debt, net,” in the Condensed Consolidated Statement of Operations related to the 8th Avenue Transactions. A gain of $0.6 was recorded related to the sale of the Company’s Post Consumer Brands RTE cereal warehouse in Clinton, Massachusetts and was included in “Other operating expenses (income), net” in the Condensed Consolidated Statement of Operations.

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~~NOTE 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~~board of ~~Directors~~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~~board of ~~Managers)~~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. BellRing LLC is the holding company for the Company’s historical active nutrition business. 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. BellRing and its subsidiaries are reported herein as the BellRing Brands segment.

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 December 31, ~~2019,~~2020 and September 30, 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.~~noncontrolling interest (“NCI”).

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

Three Months Ended
December 31, 2019
Increase in additional paid-in capital related to net proceeds from IPO $ 524.4
Increase in additional paid-in capital related to establishment of noncontrolling interest 66.3
Decrease in additional paid-in capital related to tax effects of IPO (133.7 )
Net transfers from noncontrolling interest $ 457.0


	Three Months Ended December 31,
	2020		2019


Increase in additional paid-in capital related to net proceeds from IPO	$	0	$	524.4
Increase in additional paid-in capital related to establishment of noncontrolling interest	0		66.3
Decrease in additional paid-in capital related to tax effects of IPO	0		(133.7)
Net transfers from noncontrolling interest	$	0	$	457.0

8th Avenue

The Company has a 60.5% common equity interest in 8th Avenue Food & Provisions, Inc. (“8th Avenue”) that is accounted for using the equity method. In determining the accounting treatment of the common equity interest, management concluded that 8th Avenue was not a variable interest entity as defined by ~~ASC~~Accounting Standards Codification (“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 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.

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


	Three Months Ended December 31,
		2020			2019
8th Avenue’s net loss available to 8th Avenue’s common shareholders		$	(10.2)		$	(8.7)
		60.5		%	60.5		%
Equity method loss available to Post		$	(6.2)		$	(5.3)
Less: Amortization of basis difference, net of tax (a)		1.7			1.7
Equity method loss, net of tax		$	(7.9)		$	(7.0)

Three Months Ended
December 31,
2019 2018
8th Avenue’s net loss available to 8th Avenue’s common shareholders $ (8.7 ) $ (11.5 )
60.5 % 60.5 %
Equity method loss available to Post $ (5.3 ) $ (7.0 )
Less: Amortization of basis difference, net of tax (a) 1.7
3.6
Equity method loss, net of tax $ (7.0 ) $ (10.6 )

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

Three Months Ended
December 31,
2019 2018
Net sales $ 218.4
$ 214.1
Gross profit $ 38.4
$ 33.7

Net loss $ (0.9 ) $ (4.5 )
Less: Preferred stock dividend 7.8
7.0
Net Loss Available to 8th Avenue Common Shareholders $ (8.7 ) $ (11.5 )


	Three Months Ended December 31,
		2020		2019
Net sales		$	229.0	$	218.4
Gross profit		$	35.4	$	38.4

Net loss		$	(1.4)	$	(0.9)
Less: Preferred stock dividend		8.8		7.8
Net Loss Available to 8th Avenue Common Shareholders		$	(10.2)	$	(8.7)

The Company provides services to 8th Avenue under a master services agreement (the “MSA”), as well as certain advisory services for a fee. The Company recorded MSA and advisory income of $0.8 and $1.0 during the three months ended December 31, ~~2019~~2020 and ~~2018,~~2019, respectively, which ~~was~~were recorded in “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Operations.

During the three months ended December 31, ~~2019~~2020 and ~~2018,~~2019, the Company had net sales to 8th Avenue of ~~$1.6~~$2.0 and ~~$1.1,~~$1.6, respectively, and purchases from and royalties paid to 8th Avenue of ~~$2.8~~$2.2 and ~~$2.3,~~$2.8, respectively. Sales and purchases between the Company and 8th Avenue were all made at arm’s-length. The investment in 8th Avenue was ~~$133.5~~$102.2 and ~~$140.5~~$110.1 at December 31, ~~2019~~2020 and September 30, ~~2019,~~2020, respectively, and was included in “Equity method investments” on the Condensed Consolidated Balance Sheets. The Company had current receivables, current payables and a long-term liability with 8th Avenue of ~~$3.6, $0.5~~$4.6, $0.6 and $0.7, respectively, at December 31, ~~2019~~2020 and current receivables, current payables and a long-term liability of ~~$5.1,~~$3.2, $0.6 and $0.7, respectively, at September 30, ~~2019.~~2020. 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,~~ MSA fees, pass through charges owed by 8th Avenue to the Company and related party sales and purchases, were included in “Receivables, net,” “Accounts payable” and “Other liabilities,” respectively, on the Condensed Consolidated Balance Sheets.

Alpen and Weetabix East Africa

The Company holds an equity interest in 2 legal entities, Alpen Food Company South Africa (Pty) Limited (“Alpen”) and Weetabix East Africa Limited (“Weetabix East Africa”).

Alpen is a South African-based company that produces ~~RTE~~ready-to-eat (“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 Company’s equity method earnings (loss), net of tax, attributable to Alpen was 0 and $(0.3) for the three months ended December 31, 2020 and 2019, respectively, and was included in “Equity method loss, net of tax” in the Condensed Consolidated Statements of Operations. The investment in Alpen was ~~$5.0~~$4.6 and ~~$5.0~~$4.0 at December 31, ~~2019~~2020 and September 30, ~~2019,~~2020, respectively, and was included in “Equity method investments” on the Condensed Consolidated Balance Sheets. The Company had a note receivable balance with Alpen of ~~$0.6 and~~ ~~$0.5~~$0.5 at both December 31, ~~2019~~2020 and September 30, ~~2019, respectively,~~2020, which was included in “Other assets” on the Condensed Consolidated Balance Sheets.

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 Weetabix East Africa’s ~~Board~~board of ~~Directors.~~directors. Accordingly, Weetabix East Africa is fully consolidated into the ~~Company’s financial~~

Company’s financial statements and its assets and results from operations are reported in the Weetabix segment (see Note ~~18)~~19). The remaining interest in the consolidated net income and net assets of ~~Weeatbix~~Weetabix East Africa is allocated to NCI.

NOTE 4 — BUSINESS COMBINATIONS

On July 1, 2020, the Company completed its acquisition of Henningsen Foods, Inc. (“Henningsen”) from a subsidiary of Kewpie Corporation for $20.0, subject to working capital and other adjustments, resulting in a payment at closing of $22.7. The acquisition was completed using cash on hand. Henningsen is a producer of egg and meat products and is reported in the Foodservice segment (see Note 19). Based upon the preliminary purchase price allocation at September 30, 2020, the Company identified and recorded $32.6 of net assets, including cash of $2.8, which exceeded the purchase price paid for Henningsen. As a result, the Company recorded a gain of $11.7, which was reported as other operating income in the consolidated statement of operations for the year ended September 30, 2020. At September 30, 2020, the Company had recorded an estimated working capital settlement receivable of $1.8, which was included in “Receivables, net” on the Condensed Consolidated Balance Sheet. In the three months ended December 31, 2020, the Company recorded measurement period adjustments related to inventory and deferred income taxes of $1.5 and reached a final settlement of net working capital, resulting in an amount received by the Company of $1.0. As a result of these adjustments, the Company recorded a loss of $2.3, which was included in “Other operating (income) expenses, net” in the Condensed Consolidated Statement of Operations for the three months ended December 31, 2020.

NOTE 5 — RESTRUCTURING

In October 2020, BellRing announced its plan to strategically realign its business, resulting in the closing of its Dallas, Texas office and the downsizing of its Munich, Germany location (the “BellRing Restructuring”). The BellRing Restructuring is expected to be completed by the end of the third quarter of fiscal 2021.

Restructuring charges and the associated liabilities for employee-related costs are shown in the following table.









Balance, September 30, 2020	$	0
Charge to expense	4.5
Cash payments	(0.4)
Non-cash charges	0
Balance, December 31, 2020	$	4.1

Total expected restructuring charges	$	4.7
Cumulative restructuring charges incurred to date	4.5
Remaining expected restructuring charges	$	0.2

No restructuring charges were incurred related to the BellRing Restructuring during the three months ended December 31, 2019. Restructuring charges were included in “Selling, general and administrative expenses” in the Condensed Consolidated Statement of Operations. These expenses are included in the measure of segment performance for BellRing Brands (see Note 19).

NOTE 6 — AMOUNTS HELD FOR SALE

The Company had a Post Consumer Brands RTE cereal manufacturing plant in Clinton, Massachusetts (the “Clinton Plant”) with a book value of $1.4 and $3.4 classified as held for sale at December 31, 2020 and September 30, 2020, respectively. Additionally, at September 30, 2020, the Company had land and a building with a combined book value of $1.4 classified as held for sale at its Post Consumer Brands RTE cereal manufacturing facility in Asheboro, North Carolina (the “Asheboro Facility”) and land and a building with a combined book value of $2.5 classified as held for sale at one of its Weetabix manufacturing facilities, in Corby, United Kingdom (the “Corby Facility”). The Company sold a portion of the Clinton Plant, the Asheboro Facility and the Corby Facility in November 2020. These assets held for sale were reported as “Prepaid expenses and other current assets” on the Condensed Consolidated Balance Sheets.

In the three months ended December 31, 2020, a net gain on assets held for sale of $0.6 was recorded consisting of (i) a gain of $0.7 related to the sale of the Corby Facility and (ii) a loss of $0.1 related to the sale of the Asheboro Facility. This held for sale net gain was included in “Other operating (income) expenses, net” in the Condensed Consolidated Statement of Operations for the three months ended December 31 2020. There were no held for sale gains or losses recorded in the three months ended December 31, 2019.

NOTE 7 — 6 — EARNINGS PER SHARE

Basic earnings per share is based on the average number of common shares outstanding during the period. Diluted earnings per share is based on the average number of shares used for the basic earnings per share calculation, adjusted for the dilutive effect of stock options, stock appreciation rights and restricted stock ~~equivalents~~units using the “treasury stock” method. ~~The impact of potentially dilutive convertible preferred stock was calculated using the “if-converted” method.~~ In addition, “Net earnings for diluted earnings per ~~share~~share” in the table below has been adjusted for the ~~effect~~Company’s share of ~~BellRing stock awards issued to employees of BellRing and its subsidiaries,~~BellRing’s consolidated net earnings for diluted earnings per share, to the extent ~~they are~~it is dilutive.

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

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

Three Months Ended
December 31,
2019 2018
Stock options 0.1
0.3
Restricted stock units 0.1
0.2
Performance-based restricted stock awards 0.1
0.1


	Three Months Ended December 31,
		2020	2019
Stock options		0.2	0.1

Restricted stock units		0.1	0.1
Performance-based restricted stock units		0.2	0.1

NOTE 78 — INVENTORIES

December 31,
2019 September 30, 2019
Raw materials and supplies $ 105.7
$ 99.4
Work in process 20.0
19.4
Finished products 429.3
425.4
Flocks 33.2
35.6
$ 588.2
$ 579.8


	December 31, 2020		September 30, 2020
Raw materials and supplies	$	114.2	$	118.1
Work in process	19.6		17.8
Finished products	418.2		429.4
Flocks	32.4		34.1
	$	584.4	$	599.4

NOTE 9 — PROPERTY, NET


	December 31, 2020		September 30, 2020
Property, at cost	$	3,021.0	$	2,979.2
Accumulated depreciation	(1,245.0)		(1,199.5)
	$	1,776.0	$	1,779.7

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~~NOTE 8 — PROPERTY, NET~~

December 31,
2019 September 30, 2019
Property, at cost $ 2,818.5
$ 2,736.9
Accumulated depreciation (1,054.3 ) (1,000.9 )
$ 1,764.2
$ 1,736.0

NOTE 910 — 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 0.1
60.8
—
—
—
60.9
Balance, December 31, 2019
Goodwill (gross) $ 2,011.9
$ 911.5
$ 1,335.6
$ 793.6
$ 180.7
$ 5,233.3
Accumulated impairment losses (609.1 ) —
—
(48.7 ) (114.8 ) (772.6 )
Goodwill (net) $ 1,402.8
$ 911.5
$ 1,335.6
$ 744.9
$ 65.9
$ 4,460.7


	Post Consumer Brands		Weetabix		Foodservice		Refrigerated Retail		BellRing Brands		Total
Balance, September 30, 2020
Goodwill (gross)	$	2,011.8	$	889.5	$	1,335.6	$	793.6	$	180.7	$	5,211.2
Accumulated impairment losses	(609.1)		0		0		(48.7)		(114.8)		(772.6)
Goodwill (net)	$	1,402.7	$	889.5	$	1,335.6	$	744.9	$	65.9	$	4,438.6


Currency translation adjustment	0.2		53.2		0		0		0		53.4
Balance, December 31, 2020
Goodwill (gross)	$	2,012.0	$	942.7	$	1,335.6	$	793.6	$	180.7	$	5,264.6
Accumulated impairment losses	(609.1)		0		0		(48.7)		(114.8)		(772.6)
Goodwill (net)	$	1,402.9	$	942.7	$	1,335.6	$	744.9	$	65.9	$	4,492.0

NOTE 1011 — INTANGIBLE ASSETS, NET

Total intangible assets are as follows:


	December 31, 2020						September 30, 2020
	Carrying Amount		Accumulated Amortization		Net Amount		Carrying Amount		Accumulated Amortization		Net Amount
Subject to amortization:
Customer relationships	$	2,315.1	$	(713.7)	$	1,601.4	$	2,304.8	$	(681.9)	$	1,622.9
Trademarks and brands	796.8		(277.8)		519.0		795.0		(266.9)		528.1
Other intangible assets	3.1		(3.1)		0		3.1		(3.1)		0
	3,115.0		(994.6)		2,120.4		3,102.9		(951.9)		2,151.0
Not subject to amortization:
Trademarks and brands	1,062.1		—		1,062.1		1,046.5		—		1,046.5
	$	4,177.1	$	(994.6)	$	3,182.5	$	4,149.4	$	(951.9)	$	3,197.5

In December 2020, BellRing finalized its plan to discontinue the

December 31, 2019 September 30, 2019
Carrying
Amount
Accumulated
Amortization
Net
Amount Carrying
Amount
Accumulated
Amortization
Net
Amount
Subject to amortization:
Customer relationships $ 2,309.0
$ (593.3 ) $ 1,715.7
$ 2,297.2
$ (562.2 ) $ 1,735.0
Trademarks and brands 795.7
(235.9 ) 559.8
793.7
(225.2 ) 568.5
Other intangible assets 3.1
(3.1 ) —
3.1
(3.1 ) —
3,107.8
(832.3 ) 2,275.5
3,094.0
(790.5 ) 2,303.5
Not subject to amortization:
Trademarks and brands 1,052.8
—
1,052.8
1,035.0
—
1,035.0
$ 4,160.6
$ (832.3 ) $ 3,328.3
$ 4,129.0
$ (790.5 ) $ 3,338.5

Supreme Protein brand and related sales of Supreme Protein products. In connection with the discontinuance, BellRing updated the useful lives of the customer relationships andtrademarks associated with the Supreme Protein brand to reflect the remaining period in which BellRing expects to continue to sell existing Supreme Protein product inventory. The net carrying values of the customer relationships and trademarks associated with the Supreme Protein brand were $18.7 and $11.8 as of December 31, 2020, respectively, which are expected to be fully amortized by June 1, 2021 as a result of their updated useful lives.

NOTE 1112 — DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING

In the ordinary course of business, the Company is exposed to commodity price risks relating to the purchases of raw materials and supplies, interest rate risks relating to 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 December 31, ~~2019,~~2020, the Company’s derivative instruments, ~~consisted of:~~

~~Not~~none of which were designated as hedging instruments under ASC Topic 815, “Derivatives and Hedging,” consisted of:

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

~~pay-fixed, receive-variable~~ •foreign currency forward contracts maturing in the next year that have the effect of hedging currency fluctuations between the Euro and the Pound Sterling and the United States (“U.S.”) Dollar and the Pound Sterling;

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•interest rate swaps ~~maturing in May 2021 and May 2024~~ that ~~require monthly settlements 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;

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rate-lock interest rate swaps that require ~~six~~9 lump sum settlements with the first settlement occurring in July ~~2020~~2021 and ~~the~~the last in July ~~2023~~2026; and ~~have the effect of hedging~~

◦interest ~~payments on debt expected to be issued but not yet priced.~~

~~Designated as hedging instruments under ASC Topic 815~~

~~Pay-fixed, receive-fixed cross-currency~~rate swaps ~~maturing~~that mature in July ~~2022 that require quarterly cash settlements~~2021 and ~~are used as net investment hedges~~give the Company the option of ~~the Company’s investment in Weetabix, which is denominated in Pounds Sterling;~~pay-variable, receive-fixed lump sum settlements; and

•pay-fixed, receive-variable interest rate swaps maturing in December 2022 that require monthly settlements ~~beginning in January 2020~~ and ~~are used as cash flow hedges~~have the effect of hedging forecasted interest payments on BellRing’s variable rate debt.

In the first quarter of fiscal 2020, contemporaneously with the repayment of its term 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~~other comprehensive income (“OCI”) of $7.2 to “Interest expense, net” in the Condensed Consolidated Statement of Operations for the three months ended December 31, 2019.

~~In the first quarter~~As of ~~fiscal 2019,~~April 1, 2020, the Company ~~terminated $800.0 and $214.2 notional value~~changed the designation of its interest rate swap ~~and cross-currency swap~~ contracts ~~respectively,~~ that are used as hedges of forecasted interest payments on BellRing’s variable rate debt from cash flow hedges to non-designated hedging instruments as the swaps were ~~designated as hedging instruments.~~no longer effective (as defined by ASC Topic 815). In connection with the ~~interest rate swap terminations,~~de-designation, the Company ~~received cash proceeds of $29.8, and reclassified~~started reclassifying losses previously recorded ~~gains from~~in accumulated OCI to “Interest expense, net” in the Condensed Consolidated ~~Statement~~Statements of Operations ~~for~~on a straight-line basis over the ~~three months ended~~term of BellRing’s variable rate debt. Mark-to-market adjustments related to these swaps will also be included in “Interest expense, net” in the Condensed Consolidated Statements of Operations. At December 31, ~~2018. In connection with~~2020 and September 30, 2020, the ~~cross-currency swap terminations, the Company received cash proceeds of $26.2, which were recorded~~remaining net loss before taxes to ~~accumulated OCI. Reclassification of amounts recorded in accumulated OCI into earnings will only occur in the event all United Kingdom-based operations are liquidated.~~be amortized was $8.9 and $9.4, respectively.

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

December 31,
2019 September 30, 2019
Not designated as hedging instruments under ASC Topic 815:
Commodity contracts $ 63.8
$ 47.1
Energy contracts 38.5
39.8
Interest rate swaps 272.8
73.1
Interest rate swaps - Rate-lock swaps 1,399.3
1,531.0
Designated as hedging instruments under ASC Topic 815:
Foreign exchange contracts - Cross-currency swaps 448.7
448.7
Interest rate swaps 350.0
200.0


	December 31, 2020		September 30, 2020

Commodity contracts	$	36.9	$	24.7
Energy contracts	76.0		87.1
Foreign exchange contracts - Forward contracts	39.0		28.9
Interest rate swaps	621.3		621.7
Interest rate swaps - Rate-lock swaps	1,666.0		1,666.0
Interest rate swaps - Options	433.3		433.3

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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.~~instruments. 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 December 31,
2019 September 30, 2019 December 31,
2019 September 30, 2019
Asset Derivatives:
Commodity contracts Prepaid expenses and other current assets $ 2.8
$ 1.9
$ —
$ —
Energy contracts Prepaid expenses and other current assets 2.6
0.7
—
—
Commodity contracts Other assets —
0.1
—
—
Foreign exchange contracts Prepaid expenses and other current assets —
1.3
—
1.3
Foreign exchange contracts Other assets —
19.2
—
19.2
Interest rate swaps Prepaid expenses and other current assets 0.4
—
0.4
—
Interest rate swaps Other assets 0.2
—
0.2
—
$ 6.0
$ 23.2
$ 0.6
$ 20.5

Liability Derivatives:
Commodity contracts Other current liabilities $ 0.9
$ 1.0
$ —
$ —
Energy contracts Other current liabilities 1.4
1.5
—
—
Energy contracts Other liabilities —
0.1
—
—
Foreign exchange contracts Other current liabilities 1.0
—
1.0
—
Foreign exchange contracts Other liabilities 14.5
—
14.5
—
Interest rate swaps Other current liabilities 58.8
85.1
—
1.6
Interest rate swaps Other liabilities 275.6
330.4
—
6.2
$ 352.2
$ 418.1
$ 15.5
$ 7.8



	Balance Sheet Location	December 31, 2020		September 30, 2020
Asset Derivatives:
Commodity contracts	Prepaid expenses and other current assets	$	6.6	$	5.0
Energy contracts	Prepaid expenses and other current assets	1.6		1.8
Commodity contracts	Other assets	5.9		0.1
Energy contracts	Other assets	1.7		0.9
Foreign exchange contracts	Prepaid expenses and other current assets	0		0.1

Interest rate swaps	Prepaid expenses and other current assets	2.1		6.8
Interest rate swaps	Other assets	7.7		0
		$	25.6	$	14.7

Liability Derivatives:
Commodity contracts	Other current liabilities	$	0.9	$	1.4
Energy contracts	Other current liabilities	3.8		10.1
Energy contracts	Other liabilities	0.9		3.9
Foreign exchange contracts	Other current liabilities	1.4		0

Interest rate swaps	Other current liabilities	164.1		176.4
Interest rate swaps	Other liabilities	322.3		351.3
		$	493.4	$	543.1

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 December 31, 2020 and 2019.


Derivatives Not Designated as Hedging Instruments	Statement of Operations Location	(Gain) Loss Recognized in Statement of Operations
		2020		2019
Commodity contracts	Cost of goods sold	$	(7.4)	$	(1.9)
Energy contracts	Cost of goods sold	(8.0)		(2.5)
Foreign exchange contracts	Selling, general and administrative expenses	1.5		0

Interest rate swaps	Interest expense, net	0.5		0
Interest rate swaps	Income on swaps, net	(41.6)		(61.4)


Derivatives Designated as Hedging Instruments	(Gain) Loss Recognized in OCI including NCI				Loss Reclassified from Accumulated OCI including NCI into Earnings (a)				Statement of Operations Location
	2020		2019		2020		2019

Interest rate swaps	$	0	$	(1.3)	$	0.5	$	7.2	Interest expense, net
Cross-currency swaps	0		34.6		0		0		Income on swaps, net

(a)For the three months ended December 31, 2020, this amount includes the amortization of previously unrealized losses on BellRing’s interest rate swaps that were de-designated as hedging instruments as of April 1, 2020. For the three months ended December 31, 2019, ~~and 2018.~~this amount includes the amortization of previously unrealized losses on interest rate swaps that were de-designated as hedging instruments in the first quarter of fiscal 2020.

Derivatives Not Designated as Hedging Instruments Statement of Operations Location (Gain) Loss Recognized in Statement of Operations
2019 2018
Commodity contracts Cost of goods sold $ (1.9 ) $ (0.2 )
Energy contracts Cost of goods sold (2.5 ) 8.3
Interest rate swaps (a) (Income) expense on swaps, net (61.4 ) 51.7


~~(a)~~	For the three months ended December 31, 2019 and 2018, “(Income) expense on swaps, net” related to our interest rate swaps not designated as hedging instruments included cash settlements paid of $19.1 and $0.2, respectively.

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The following table presents the components of the Company’s net hedging losses (gains) on interest rate swaps, which are included in “Interest expense, net” and “Income on swaps, net” in the Condensed Consolidated Statements of Operations.


Three Months Ended December 31,	Statement of Operations Location	Mark-to-Market (Gain), net (a)		Cash Settlements Paid, Net (b)		Net Loss Reclassified from Accumulated OCI including NCI (c)
	Interest expense, net	$	(1.2)	$	1.2	$	0.5
	Income on swaps, net	(43.1)		1.5		0
2020	Total	$	(44.3)	$	2.7	$	0.5

	Interest expense, net	$	0	$	0	$	7.2
	Income on swaps, net	(80.5)		19.1		0
2019	Total	$	(80.5)	$	19.1	$	7.2

Derivatives Designated as Hedging Instruments (Gain) Loss Recognized in OCI including NCI Loss (Gain) Reclassified from Accumulated OCI including NCI into Earnings Statement of Operations Location
2019 2018 2019 2018
Interest rate swaps $ (1.3 ) $ 4.6
$ 7.2
$ (30.1 ) Interest expense, net
Cross-currency swaps 34.6
(29.0 ) —
—
(Income) expense on swaps, net

(a)Includes non-cash adjustments related to interest rate swaps that were not designated as hedging instruments.

(b)Includes cash settlements recognized in earnings related to interest rate swaps that were not designated as hedging instruments.

(c)Includes the amortization of previously unrealized losses on BellRing’s interest rate swaps over the term of the related debt that were de-designated as hedging instruments, as well as the reclassification of previously unrealized losses on interest rate swaps that were de-designated as hedging instruments.

Accumulated OCI, including amounts reported as NCI, included a ~~$33.4~~$90.7 net gain on hedging instruments before taxes ($~~25.3~~68.3 after taxes) at December 31, ~~2019,~~2020, compared to a ~~$59.5~~$90.2 net gain before taxes ($~~44.5~~67.9 after taxes) at September 30, ~~2019.~~2020. Approximately ~~$0.4~~$2.3 of the net hedging ~~gain~~losses reported in accumulated OCI at December 31, ~~2019 is~~2020 are 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 liquidated. Accumulated OCI included settlements of and previously unrealized gains on cross-currency swaps of ~~$37.9 and $36.5~~$99.5 at both December 31, ~~2019~~2020 and September 30, ~~2019, respectively.~~2020. In connection with the settlements of cross-currency swaps, the Company recognized gains in accumulated OCI of ~~$1.4 and $28.3~~ $1.4 during the three months ended December 31, ~~2019 and 2018, respectively.~~2019. Reclassification of amounts recorded in accumulated OCI into earnings will only occur in the event United Kingdom-based operations are substantially liquidated.

At December 31, ~~2019~~2020 and September 30, ~~2019,~~2020, the Company had pledged collateral of ~~$2.4~~$0.3 and ~~$3.7,~~$4.9, respectively, related to its commodity and energy contracts. These amounts are classified as “Restricted cash” on the Condensed Consolidated Balance Sheets.

NOTE 1213 — 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.~~820, “Fair Value Measurement.”

December 31, 2019 September 30, 2019
Total Level 1 Level 2 Total Level 1 Level 2
Assets:
Deferred compensation investments $ 13.0
$ 13.0
$ —
$ 11.2
$ 11.2
$ —
Derivative assets 6.0
—
6.0
23.2
—
23.2
$ 19.0
$ 13.0
$ 6.0
$ 34.4
$ 11.2
$ 23.2
Liabilities:
Deferred compensation liabilities $ 33.6
$ —
$ 33.6
$ 31.0
$ —
$ 31.0
Derivative liabilities 352.2
—
352.2
418.1
—
418.1
$ 385.8
$ —
$ 385.8
$ 449.1
$ —
$ 449.1


	December 31, 2020						September 30, 2020
	Total		Level 1		Level 2		Total		Level 1		Level 2
Assets:
Deferred compensation investments	$	15.0	$	15.0	$	0	$	12.8	$	12.8	$	0
Derivative assets	25.6		0		25.6		14.7		0		14.7
Equity securities	40.8		40.8		0		27.9		27.9		0
	$	81.4	$	55.8	$	25.6	$	55.4	$	40.7	$	14.7
Liabilities:
Deferred compensation liabilities	$	33.1	$	0	$	33.1	$	29.7	$	0	$	29.7
Derivative liabilities	493.4		0		493.4		543.1		0		543.1
	$	526.5	$	0	$	526.5	$	572.8	$	0	$	572.8

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, 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

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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.

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 1112 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 uses the market approach to measure the fair value of its equity securities.

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~~values of the outstanding borrowings under ~~BellRing’s~~the municipal bond and the BellRing Revolving Credit Facility (as defined in Note ~~15)~~16) as of December 31, ~~2019~~2020 and September 30, 2020 approximated ~~its~~their carrying ~~value.~~values. Based on current market rates, the fair value of the Company’s debt, excluding outstanding borrowings under ~~BellRing’s~~the municipal bond and the BellRing Revolving Credit Facility ~~(Level~~(both of which are categorized as Level 2), was ~~$6,899.0~~$7,331.5 and ~~$7,412.0~~$7,277.8 as of December 31, ~~2019~~2020 and September 30, ~~2019,~~2020, respectively.

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

At ~~both~~ December 31, ~~2019 and September 30, 2019,~~2020, the Company had ~~$9.9~~buildings classified as held for sale related to the closure of its Clinton Plant. At September 30, 2020, the Company had land and buildings classified as assets held for sale related to the closures of the Company’s Clinton Plant, Asheboro Facility and Corby Facility. The Company sold the Asheboro Facility, the Corby Facility and a portion of the Clinton Plant in November 2020. The Clinton Plant and Asheboro Facility were both ~~of which are~~ reported in the Post Consumer Brands segment, and the Corby Facility was reported in the Weetabix segment. For additional information on assets ~~and liabilities~~ held for sale, see Note 4.6. The fair value of assets held for sale was measured on a 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 three months ended December 31, ~~2019,~~2020, the combined book ~~values~~value of the ~~land and~~ buildings related to the ~~closures of the~~ Clinton Plant ~~and Asheboro Facility were both~~was lower than its fair ~~value;~~value less costs to sell; therefore, no fair value adjustment was recorded to the assets 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, 2020	$	7.3
Net gain related to assets held for sale	0.6
Proceeds from the sale of assets held for sale	(6.5)

Balance, December 31, 2020	$	1.4

NOTE 1314 — COMMITMENTS AND CONTINGENCIES

Legal Proceedings

Antitrust ~~claims~~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 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 cases involved 3 plaintiff groups: (i) a nationwide class of direct purchasers of shell eggs (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; (iii) in June 2018, MFI settled all claims asserted against it by indirect purchaser plaintiffs on confidential terms; and (iv) between June 2019 and September 2019, MFI individually settled on confidential

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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 cases: MFI remains a defendant only with respect to claims that seek damages based on purchases of egg products by 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 filed a second motion for summary judgment seeking dismissal of the claims, 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 cases could still result in a material adverse outcome.

No expense was recorded in the Condensed Consolidated Statements of Operations related to these matters infor the three months ended December 31, ~~2019~~2020 or ~~2018.~~2019. At both December 31, ~~2019~~2020 and September 30, ~~2019,~~2020, the Company had $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 consolidated financial condition, results of operations and cash flows could be materially affected.

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

~~Bob Evans Appraisal Proceedings~~

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~~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 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 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.

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, inclusive of the aforementioned prepayment of $77.00 per share merger consideration, related to these matters in fiscal 2019. In September 2019, the Company reached settlement terms on a confidential basis with the remaining petitioners regarding their outstanding appraisal claims. The settlement was finalized and paid in October 2019, and the remaining portion of the case was dismissed on October 3, 2019. All former Bob Evans stockholders who demanded appraisal of their shares of Bob Evans common stock were paid for their shares.

During the three months ended December 31, 2018, the Company expensed $4.3 related to these matters, which was included in “Interest expense, net” in the Condensed Consolidated Statement of Operations. At September 30, 2019, the Company had an accrual of $19.1, which was reported in “Other current liabilities” on the Condensed Consolidated Balance 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 December 31, 2019. In addition, 0 expense was recorded in the Condensed Consolidated Statement of Operations related to these matters for the three months ended December 31, 2019.

~~Weetabix Limited Environmental Matter~~

In March 2019, Weetabix Limited, one of the Company’s wholly-owned subsidiaries, received notification from the United Kingdom Environment Agency (the “Environment Agency”) that the Environment Agency intended 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 informed the Environment Agency and took all necessary steps to address the spill, including putting in place monitoring and improvement measures. Weetabix Limited has fully cooperated with the Environment Agency at all times regarding the containment and assessment of the incident. The matter was allocated to the Northampton Crown Court and was heard on November 20, 2019, during which Weetabix Limited pleaded guilty to the offense under the Environmental Permitting Regulations 2010 and the Court imposed a fine of $0.1, plus costs.

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 consolidated financial 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 consolidated financial condition, results of operations or cash flows of the Company.

NOTE 1415 — LEASES

In conjunction with the adoption of ASUs 2016-02 and 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 less than 1 year to 5756 years and most leases provide the Company with the option to exercise one or more renewal terms.

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~~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 theweighted average remaining 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 more or less likely to be exercised.

The Company has certain lease arrangements that include variable rental payments. The future variability of these payments and 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 lessor based on the 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 Company’s ~~lease arrangements do not provide an implicit interest rate, an~~operating leases was approximately 7 years at both December 31, 2020 and September 30, 2020, and the weighted average incremental borrowing rate ~~(“IBR”) is applied in determining the present value of future payments. The Company’s IBR is selected based upon information available~~was 4.48% and 4.40% at ~~the lease commencement date.~~December 31, 2020 and September 30, 2020, respectively.

~~ROU~~Right-of-use (“ROU”) assets are recorded as “Other ~~assets,”~~assets” and lease liabilities are recorded as “Other current liabilities” and “Other liabilities” on the Condensed Consolidated Balance ~~Sheet.~~Sheets. Operating lease expense is recognized on a straight-line basis over the lease term and is included in either “Cost of goods sold” or “Selling, general and administrative expenses” in the Condensed Consolidated ~~Statement~~Statements of Operations. Costs associated with finance leases and lease income do not have a material impact on the Company’s financial statements.

~~Impact~~

Table of ~~Adoption~~Contents

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 were accounted for as a lease.~~

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

December 31, 2019
ROU assets:
   Other assets $ 128.8

Lease liabilities:
   Other current liabilities $ 23.4
   Other liabilities 116.1
      Total lease liabilities $ 139.5

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	December 31, 2020		September 30, 2020
ROU assets:
Other assets	$	112.1	$	116.3

Lease liabilities:
Other current liabilities	$	23.7	$	23.6
Other liabilities	98.4		103.0
Total lease liabilities	$	122.1	$	126.6

The following table presents maturities of the Company’s operating lease ~~liabilities as of December 31, 2019, presented under ASC Topic 842.~~liabilities.

December 31, 2019
Remaining fiscal 2020 $ 21.8
Fiscal 2021 27.2
Fiscal 2022 26.3
Fiscal 2023 23.3
Fiscal 2024 17.2
Thereafter 51.1
   Total future minimum payments $ 166.9
   Less: Implied interest 27.4
      Total lease liabilities $ 139.5


	December 31, 2020
Remaining Fiscal 2021	$	21.6
Fiscal 2022	27.9
Fiscal 2023	24.6
Fiscal 2024	17.9
Fiscal 2025	12.0
Thereafter	41.3
Total future minimum payments	$	145.3
Less: Implied interest	23.2
Total lease liabilities	$	122.1

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.~~

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~~supplemental operations statement and cash flow information related to a real estate lease, consisting of land and a building, that was purchased by the Company in December 2019. As of December 31, 2019, 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 months ended December 31, 2019 was $11.0, of which $1.2 and $2.0 related to variable lease costs and short-term lease costs, respectively. As reported under ASC Topic 840, rent expense during the three months ended December 31, 2018 was $9.9. Operating cash flows for amounts included in the measurement of the Company’s operating lease liabilities for the three months ended December 31, 2019 were $7.4. ROU assets obtained in exchange for operating lease liabilities during the three months ended December 31, 2019 were $0.1. The weighted average remaining lease term of the Company’s operating leases as of December 31, 2019 was approximately seven years and the weighted average incremental borrowing rate was 4.40% as of December 31, 2019.leases.


	Three Months Ended December 31,
	2020		2019
Operating lease expense	$	10.4	$	11.0
Variable lease expense	1.5		1.2
Short-term lease expense	1.6		2.0
Operating cash outflows for operating leases	7.5		7.4
ROU assets obtained in exchange for operating lease liabilities	1.4		0.1

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NOTE 1516 — LONG-TERM DEBT

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

December 31,
2019 September 30, 2019
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
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
122.2
Term Loan —
1,309.5
BellRing Term B Facility 700.0
—
BellRing Revolving Credit Facility 80.0
—
Capital lease —
0.1
$ 6,589.7
$ 7,119.3
Less: Current portion of long-term debt (156.5 ) (13.5 )
Debt issuance costs, net (65.6 ) (69.0 )
Plus: Unamortized premium and discount, net 15.0
29.2
Total long-term debt $ 6,382.6
$ 7,066.0

~~Senior Notes~~

On December 18, 2019, the Company provided notice that it elected to redeem all of its remaining outstanding 8.00% senior notes, which had an aggregate outstanding principal amount of $122.2. On January 8, 2020, subsequent to the end of the period, the Company completed the previously announced redemption of the 8.00% senior notes and made a payment of $135.5, which included accrued and unpaid interest and a tender premium, using cash on hand. As of December 31, 2019, the Company reclassified the outstanding principal balance of $122.2 and associated debt issuance costs of $0.7 to “Current portion of long-term debt” on the Condensed Consolidated Balance Sheet. In connection with the January 8, 2020 repayment, the Company will record a write-off of the associated debt issuance costs and a tender premium payment of $9.3, which will be reported as loss on extinguishment of debt.


	December 31, 2020		September 30, 2020
4.625% Senior Notes maturing April 2030	$	1,650.0	$	1,650.0
5.50% Senior Notes maturing December 2029	750.0		750.0
5.625% Senior Notes maturing January 2028	940.9		940.9

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











BellRing Term B Facility	636.2		673.7
BellRing Revolving Credit Facility	50.0		30.0
Municipal bond	8.5		8.5

	$	7,032.2	$	7,049.7
Less: Current portion of long-term debt	36.1		64.9
Debt issuance costs, net	60.3		62.6
Plus: Unamortized premium and discount, net	36.3		36.8
Total long-term debt	$	6,972.1	$	6,959.0

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~~or 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 Revolving Credit Facility has outstanding letters of credit of ~~$22.0,~~$19.4, which reduced the available borrowing capacity under the Revolving Credit ~~Agreement~~Facility to ~~$778.0~~$730.6 at December 31, ~~2019.~~2020. Any 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 (i) $700.0 and (ii) 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 domestic subsidiaries (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries the Company designates as unrestricted subsidiaries, which include 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 property.

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 ~~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

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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

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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 ~~events under the Employee Retirement Income Security Act of 1974.~~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.

~~2020 Bridge Loan~~Municipal Bond

On October 11, 2019, in connection with the IPO and the formation transactions, the Company 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 $1,309.5 outstanding balance of its term 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 a first priority security interest in substantially all of the assets (other than real estate) of BellRing and in substantially all of the assets of its subsidiary guarantors. On October 21, 2019, the 2020 Bridge Loan was repaid in full by BellRing. In connection with the ~~2020 Bridge Loan Facility,~~ongoing construction of a filtration system at the Company’s potato plant in Chaska, Minnesota, the Company ~~incurred issuance costs~~continues to incur debt that guarantees the repayment of ~~$19.1, of which $15.3 were refunded~~certain industrial revenue bonds used to finance the ~~Company at the closing~~construction of the ~~IPO~~project. Principal payments are due annually on ~~October 21, 2019,~~March 1, and ~~the remaining $3.8 of issuance costs were written off~~interest payments are due semi-annually each March 1 and ~~included in “Loss~~September 1. The debt matures on ~~extinguishment of debt, net” in the Condensed Consolidated Statement of Operations for the three months ended December 31, 2019.~~

~~2018 Bridge Loan~~

On September 24, 2018, in connection with the 8th Avenue Transactions, the Company entered into a $625.0 bridge facility agreement (the “2018 Bridge Loan Facility”) and borrowed $625.0 under the 2018 Bridge Loan. In connection with the 2018 Bridge Loan Facility, the Company incurred issuance costs of $10.4, of which $7.8 were refunded to the Company at the closing of the 8th Avenue Transactions on OctoberMarch 1, 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 three months ended December 31, 2018. 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 three months ended December 31, 2019. 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, 2019.2028.

BellRing’s Credit Agreement and Senior Debt Facilities

On October 21, 2019, BellRing entered into a credit agreement (the “BellRing Credit Agreement”) ~~by and among BellRing, the institutions from time to time party thereto as lenders (the “Lenders”)~~, Credit Suisse Loan Funding LLC, BofA Securities, Inc., Morgan Stanley Senior Funding, Inc., Barclays Bank PLC, Citibank, N.A., Goldman Sachs Bank USA and JPMorgan Chase Bank, N.A., as joint lead arrangers and joint bookrunners, and BMO Capital Markets Corp., Coöperatieve Rabobank U.A., New York Branch, Nomura Securities International, Inc., Suntrust Robinson Humphrey, Inc., UBS Securities LLC and Wells Fargo Securities, LLC, as co-managers, and Credit Suisse AG, Cayman Islands Branch, as administrative agent for the Lenders (in such capacity, the “Agent”).

~~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~~or Pounds Sterling. Letters of credit are available under the BellRing Credit Agreement in an aggregate amount of up to

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~~$20.0.~~ $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.

During the three months ended December 31, 2020 and 2019, BellRing borrowed $20.0 and $120.0, respectively, under the BellRing Revolving Credit Facility and repaid 0 and $40.0, respectively, on the BellRing Revolving Credit Facility. The available borrowing capacity under the BellRing Revolving Credit Facility was ~~$120.0 at~~$150.0 and $170.0 as of December 31, ~~2019,~~2020 and ~~there~~September 30, 2020, respectively. There were 0 outstanding letters of credit atas of December 31, ~~2019.~~2020 or September 30, 2020.

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~~rate or (b) the ~~Base Rate (as such terms are defined in the BellRing Credit Agreement)~~base rate determined by reference to the greatest of (i) the ~~Prime Rate (as defined in the BellRing Credit Agreement),~~prime rate, (ii) the ~~Federal Funds Effective Rate (as defined in the BellRing Credit Agreement)~~federal funds effective rate plus 0.50% per annum and (iii) the one-month Eurodollar ~~Rate~~rate plus 1.00% per annum, in each case plus an applicable margin of 5.00% for Eurodollar ~~Rate-based~~rate-based loans and 4.00% for ~~Base Rate-based~~base rate-based loans. The BellRing Term B Facility requires quarterly scheduled amortization payments of $8.75, ~~beginning~~which began on March 31, 2020, with the balance to be paid at maturity on October 21, 2024. Interest was paid on each Interest Payment Date (as defined in the BellRing Credit Agreement) during each of the three months ended December 31, 2020 and 2019. 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~~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~~During the three months ended December 31, 2020, 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~~repaid $28.8 on the BellRing Term B Facility as a mandatory prepayment from excess cash flow which was in addition to the scheduled amortization payment. BellRing may prepay the BellRing Term B Facility at its option without penalty or premium. The interest rate on the BellRing Term B Facility was 6.00% at both December 31, 2020 and ~~without premium or penalty thereafter.~~September 30, 2020.

Borrowings under the BellRing Revolving Credit Facility bear interest, at the option of BellRing, at an annual rate equal to either the Eurodollar ~~Rate~~rate or the ~~Base Rate~~base rate (determined as described above) plus a margin, which initially ~~will be~~was 4.25% for Eurodollar ~~Rate-based~~rate-based loans and 3.25% for ~~Base Rate-based~~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~~rate-based loans and ~~Base Rate-based~~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 ~~will~~ initially ~~accrue~~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 interest rate on the drawn portion of the BellRing Revolving Credit Facility was 5.25% at both December 31, 2020 and September 30, 2020.

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

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one or more unstayed or undischarged judgments in excess of $65.0, certain events under ~~the Employee Retirement Income Security Act of 1974,~~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~~agent and ~~Lenders~~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 unconditionally guaranteed by the existing and subsequently acquired or organized domestic subsidiaries of BellRing ~~LLC~~ (other than immaterial subsidiaries, ~~and~~ certain excluded subsidiaries and subsidiaries of BellRing it designates as unrestricted subsidiaries) and are secured by security interests in substantially all of the assets of BellRing ~~LLC~~ and the assets of its subsidiary guarantors (other than real ~~estate)~~property), subject to limited exceptions. The Company and its subsidiaries (other than BellRing ~~LLC~~ and certain of its subsidiaries) are not obligors or guarantors under the BellRing debt facilities.

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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
December 31, Issuance or Borrowing Principal Amount Repaid Debt Repurchased at a Discount 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
—
BellRing Revolving Credit Facility 40.0
$ —
—
$ —
2019 Total $ 2,574.5
$ —
$ 12.9
$ —

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
—
2018 Bridge Loan —
—
2.6
—
2018 Total $ 923.0
$ (4.0 ) $ 10.8
$ (0.7 )


Three Months Ended December 31,	Repayments of Long-Term Debt			Loss on Extinguishment of Debt, net
	Issuance or Borrowing	Principal Amount Repaid		Write-off of Debt Issuance Costs







	BellRing Term B Facility	$	37.5	$	0


2020	Total	$	37.5	$	0

	Term loan	$	1,309.5	$	9.1
	Bridge loan	1,225.0		3.8
	BellRing Revolving Credit Facility	40.0		0



2019	Total	$	2,574.5	$	12.9

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 ratio (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 December 31, ~~2019,~~2020, the Company was not required to comply with such financial covenant as the aggregate amount of the aforementioned obligations did not exceed 30%. of the Company’s revolving credit commitments.

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, would be greater than or equal to 2.00 to 1.00 after giving effect to such new debt. As of December 31, 2019, the pro forma consolidated interest coverage ratio exceeded this threshold.~~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) not to exceed 6.00 to 1.00, measured as of the last day of each fiscal ~~quarter, beginning with the quarter ending March 31, 2020.~~quarter. The total net leverage ratio of BellRing ~~would~~did not ~~have exceeded~~exceed this threshold ~~had BellRing been required to comply with the financial covenant~~ as of December 31, ~~2019.~~2020.

NOTE 1617 — PENSION AND OTHER POSTRETIREMENT BENEFITS

The Company maintains qualified defined benefit plans in the ~~United States,~~U.S., 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

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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.

The following tables provide the components of net periodic benefit cost (gain) for the pension plans. In the Condensed Consolidated Statements of Operations, service cost is reported in “Cost of goods sold” and “Selling, general and administrative expenses” and all other components of net periodic benefit cost are reported in “Other income, net.”


	North America
	Three Months Ended December 31,
	2020		2019

Service cost	$	0.9	$	1.1
Interest cost	0.8		0.9
Expected return on plan assets	(1.6)		(1.6)
Recognized net actuarial loss	0.6		0.5

Net periodic benefit cost	$	0.7	$	0.9

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	Other International
	Three Months Ended December 31,
	2020		2019


Interest cost	$	3.7	$	3.7
Expected return on plan assets	(6.0)		(6.2)

Recognized prior service cost	0.1		0
Net periodic benefit gain	$	(2.2)	$	(2.5)

North America
Three Months Ended
December 31,
2019 2018
Service cost $ 1.1
$ 1.0
Interest cost 0.9
1.0
Expected return on plan assets (1.6 ) (1.6 )
Recognized net actuarial loss 0.5
—
Net periodic benefit cost $ 0.9
$ 0.4

Other International
Three Months Ended
December 31,
2019 2018
Service cost $ —
$ 1.4
Interest cost 3.7
4.8
Expected return on plan assets (6.2 ) (7.3 )
Net periodic benefit gain $ (2.5 ) $ (1.1 )

The following table provides the components of net periodic benefit gain for the North American other postretirement benefit plans. In the Condensed Consolidated Statements of Operations, service cost is reported in “Cost of goods sold” and “Selling, general and administrative expenses” and all other components of net periodic benefit cost are reported in “Other income, net.”


	Three Months Ended December 31,
	2020		2019

Service cost	$	0.1	$	0.1
Interest cost	0.4		0.5
Recognized net actuarial loss	0.3		0.2
Recognized prior service credit	(1.2)		(1.2)
Net periodic benefit gain	$	(0.4)	$	(0.4)

Three Months Ended
December 31,
2019 2018
Service cost $ 0.1
$ 0.1
Interest cost 0.5
0.6
Recognized net actuarial loss 0.2
—
Recognized prior service credit (1.2 ) (1.2 )
Net periodic benefit gain $ (0.4 ) $ (0.5 )

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NOTE 1718 — SHAREHOLDERS’ EQUITY

~~During~~The following table summarizes the Company’s repurchases of its common stock.


	Three Months Ended December 31,
	2020		2019
Shares repurchased	1.7		2.2
Average price per share	$	93.45	$	102.99
Total cost including broker’s commissions (a)	$	159.9	$	223.1

(a)Of the $159.9 total cost, $2.0 was not settled until January 2021 and was included in “Other current liabilities” on the Condensed Consolidated Balance Sheet at December 31, 2020. Purchases of treasury stock in the Condensed Consolidated Statement of Cash Flows for the three months ended December 31, ~~2019, the Company repurchased 2.2 shares~~2020 included $7.4 of ~~its~~repurchases of common stock that were accrued at ~~an average share price of $102.99 per share for a total cost of $223.1, including broker’s commissions.~~September 30, 2020 and did not settle until fiscal 2021. Purchases of treasury stock in the Condensed Consolidated Statement of Cash Flows for the three months ended December 31, 2019 included $8.7 of repurchases of common stock that were accrued at September 30, 2019 and did not settle until fiscal 2020.

The Company may, from time to time, enter into common stock structured repurchase arrangements with financial institutions using general corporate funds. Under such arrangements, the Company pays a fixed sum of cash upon execution of each agreement in exchange for the right to receive either a predetermined amount of cash or Post common stock. Upon expiration of each agreement, if the closing market price of Post’s common stock is above a predetermined price, the Company will have the initial investment returned with a premium in cash. If the closing market price of Post’s common stock is at or below the predetermined price, the Company will receive the number of shares specified in the agreement. During the year ended September 30, 2020, the Company entered into a structured share repurchase arrangement which required cash payments totaling $46.4, which were recorded as “Additional paid-in-capital” on the Condensed Consolidated Balance Sheet at September 30, 2020. This arrangement settled in November 2020, and the Company received cash payments of $47.5 which were recorded as “Additional paid-in-capital” on the Condensed Consolidated Balance Sheet at December 31, 2020 and as “Cash received from share repurchase contracts” in the Condensed Consolidated Statement of Cash Flows for the three months ended December 31, ~~2018, the Company repurchased 0.3 shares of its common stock at an average share price of $88.14 per share for a total cost of $25.3, including broker’s commissions.~~2020.

NOTE 1819 — SEGMENTS

At December 31, ~~2019,~~2020, the Company’s reportable segments were as follows:

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

•Weetabix: primarily United Kingdom RTE cereal and ~~muesli business;~~muesli;

•Foodservice: primarily egg and potato products;

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

•BellRing Brands: ready-to-drink (“RTD”) protein shakes, other RTD beverages, powders and nutrition 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. An allocation has been made between the two segments for depreciation based on inventory costing.

Management evaluates each segment’s performance based on its segment profit, which for all segments excluding BellRing Brands 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, gain on/adjustment to bargain purchase, interest expense

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and other unallocated corporate income and expenses. Segment profit for BellRing Brands, as it is a publicly-traded company, is its operating profit. The following tables present information about the Company’s reportable segments.

Three Months Ended
December 31,
2019 2018
Net Sales
Post Consumer Brands $ 441.2
$ 455.3
Weetabix 101.5
100.9
Foodservice 420.6
408.1
Refrigerated Retail 249.9
261.6
BellRing Brands 244.0
185.8
Eliminations (0.4 ) (0.4 )
Total $ 1,456.8
$ 1,411.3
Segment Profit
Post Consumer Brands $ 80.6
$ 84.0
Weetabix 23.7
18.9
Foodservice 47.0
52.7
Refrigerated Retail 26.0
30.5
BellRing Brands 49.3
35.2
Total segment profit 226.6
221.3
General corporate expenses and other 27.4
48.4
Gain on sale of business —
(124.7 )
Interest expense, net 102.9
59.4
Loss on extinguishment of debt, net 12.9
6.1
(Income) expense on swaps, net (61.4 ) 51.7
Earnings before income taxes and equity method loss $ 144.8
$ 180.4
Net sales by product
Cereal and granola $ 542.5
$ 556.2
Eggs and egg products 395.3
394.7
Side dishes 148.5
145.7
Cheese and dairy 67.6
70.3
Sausage 45.9
43.6
Protein-based products and supplements 244.1
185.8
Other 13.2
15.4
Eliminations (0.3 )
(0.4 )
Total $ 1,456.8

$ 1,411.3
Depreciation and amortization
Post Consumer Brands $ 27.9
$ 29.5
Weetabix 8.7
8.7
Foodservice 29.0
27.0
Refrigerated Retail 17.4
18.0
BellRing Brands 6.4
6.4
Total segment depreciation and amortization 89.4
89.6
Corporate and accelerated depreciation 0.9
4.0
Total $ 90.3
$ 93.6


		Three Months Ended December 31,
			2020		2019
Net Sales
	Post Consumer Brands		$	445.0	$	441.2
	Weetabix		113.5		101.5
	Foodservice		354.5		420.6
	Refrigerated Retail		263.1		249.9
	BellRing Brands		282.4		244.0

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Assets December 31,
2019 September 30, 2019
Post Consumer Brands $ 3,340.4
$ 3,296.3
Weetabix 1,908.8
1,779.1
Foodservice and Refrigerated Retail 5,063.9
5,033.8
BellRing Brands 670.9
594.0
Corporate 959.5
1,248.4
Total $ 11,943.5
$ 11,951.6


	Eliminations		(0.5)		(0.4)
		Total	$	1,458.0	$	1,456.8
Segment Profit
	Post Consumer Brands		$	70.5	$	80.6
	Weetabix		28.1		23.7
	Foodservice		10.8		47.0
	Refrigerated Retail		33.7		26.0
	BellRing Brands		47.8		49.3

		Total segment profit	190.9		226.6
General corporate expenses and other			13.8		27.4

Interest expense, net			96.6		102.9
Loss on extinguishment of debt, net			0		12.9
Income on swaps, net			(41.6)		(61.4)
Earnings before income taxes and equity method loss			$	122.1	$	144.8
Net sales by product
	Cereal and granola		$	558.3	$	542.5
	Eggs and egg products		338.1		395.3
	Side dishes (including potato products)		155.5		148.5
	Cheese and dairy		62.7		67.6
	Sausage		44.3		45.9
	Protein-based products and supplements		282.5		244.1


	Other		17.0		13.2
	Eliminations		(0.4)		(0.3)
		Total	$	1,458.0	$	1,456.8
Depreciation and amortization
	Post Consumer Brands		$	28.2	$	27.9
	Weetabix		9.4		8.7
	Foodservice		30.7		29.0
	Refrigerated Retail		18.1		17.4
	BellRing Brands		6.7		6.4

		Total segment depreciation and amortization	93.1		89.4
	Corporate		1.0		0.9
		Total	$	94.1	$	90.3


Assets			December 31, 2020		September 30, 2020
	Post Consumer Brands		$	3,260.5	$	3,291.7
	Weetabix		1,971.3		1,864.5
	Foodservice and Refrigerated Retail		4,971.8		5,022.0
	BellRing Brands		680.7		653.5

	Corporate		1,256.0		1,315.0
		Total	$	12,140.3	$	12,146.7

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NOTE 20 — SUBSEQUENT EVENTS

Acquisitions

On January 25, 2021, the Company completed its previously announced acquisition of the Peter Pan peanut butterbrand from Conagra Brands, Inc. for $102.0, subject to working capital and other adjustments, resulting in a payment at closing of $103.4. The acquisition was completed using cash on hand. Peter Pan is a nationally recognized brand with a diversified customer base across key channels and will be reported in the Post Consumer Brands segment (see Note 19). All Peter Pan peanut butter products are currently co-manufactured by 8th Avenue, in which the Company has a 60.5% common equity interest (see Note 3).

On February 1, 2020, the Company completed its previously announced acquisition of Almark Foods (“Almark”) for $52.0, subject to working capital and other adjustments, resulting in a payment at closing of $51.3. The acquisition was completed using cash on hand. Almark is a provider of hard-cooked and deviled egg products, offering conventional, organic and cage-free products and distributes its products across retail outlets, including in the perimeter-of-the-store and the deli counter, as well as to foodservice distributors. Almark will be reported in two reportable segments. The results of Almark’s foodservice operations will be reported in the Foodservice segment, and the results of Almark’s retail operations will be reported in the Refrigerated Retail segment (see Note 19).

These transactions will be accounted for as business combinations under the acquisition method of accounting. The Company will record the assets acquired and liabilities assumed at their fair values as of the acquisition dates. Due to the limited time since the closing of the acquisitions, the valuation efforts and related acquisition accounting are incomplete for both acquisitions at the time of filing of the condensed consolidated financial statements. As a result, the Company is unable to provide amounts recognized as of the acquisition date for major classes of assets and liabilities acquired, including goodwill and other intangible assets. In addition, because the acquisition accounting is incomplete for both acquisitions, the Company is unable to provide the supplemental pro forma revenue and earnings for the combined entity, as the pro forma adjustments are expected to primarily consist of estimates for the amortization of identifiable intangible assets acquired and related income tax effects which will result from the purchase price allocations and determination of the fair values for the assets acquired and liabilities assumed.

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~~ITEM 2.~~	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, ~~2019~~2020 and the “Cautionary Statement 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 BellRing Brands. Our products are sold through a variety of channels including grocery, club and drug stores, mass merchandisers, foodservice, food ingredient and eCommerce.

At December 31, ~~2019,~~2020, our reportable segments were as follows:

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

•Weetabix: primarily United Kingdom RTE cereal and ~~branded muesli business;~~muesli;

•Foodservice: primarily egg and potato products;

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

•BellRing Brands: ready-to-drink (“RTD”) protein shakes, other RTD beverages, powders and nutrition 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 isbecame 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~~ and the holding company of BellRing Brands, LLC, a Delaware limited liability company (“BellRing LLC”), owning 28.8% of ~~its~~BellRing LLC’s non-voting membership units (the “BellRing LLC units”)~~. We own~~, with us owning 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 or our affiliates (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,~~business. 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. BellRing is reported herein as the BellRing Brands ~~segment~~segment.

As of December 31, 2020 and ~~reported historically as~~September 30, 2020, we owned 71.2% of the ~~Active Nutrition segment.~~

~~Effective October 21, 2019,~~BellRing LLC units and the ~~financial results~~net income and net assets of BellRing and its subsidiaries were consolidated within our financial ~~results~~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), iswere allocated to noncontrolling ~~interest. The term “BellRing” as used herein generally refers to BellRing Brands, Inc.; however, in discussions related to debt facilities,~~interest (“NCI”).

Acquisitions

We completed 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, 8th Avenue Food & Provisions,~~acquisition of Henningsen Foods, Inc. (“~~8th Avenue”~~Henningsen”) was separately capitalized through a series of transactions (the “8th Avenue Transactions”), and 8th Avenue became the holding company for our historical private brands business. We retained shares of common stock equal to 60.5% of the common equity in 8th Avenue. 8th Avenueon July 1, 2020. Henningsen is ~~no longer consolidated~~reported in our Foodservice segment. Due to the level of integration between the legacy Foodservice businesses and Henningsen, certain discrete financial ~~statements and the 60.5% common equity retained interest in 8th Avenue~~data for Henningsen is ~~accounted~~not available for ~~using the equity method. For additional information, see Notes 4 and 5 within “Notes to Condensed Consolidated Financial Statements.”~~

~~Lease Accounting~~

On October 1, 2019, we adopted Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842)” and ASU 2018-11, “Leases (Topic 842): Targeted Improvements.” At adoption, we recognized right-of-use assets and lease liabilities of $158.1 million and $168.2 million, respectively, on the balance sheet at October 1, 2019. For additional information regarding the ASUs, refer to Notes 2 and 15 within “Notes to Condensed Consolidated Financial Statements.”

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~~RESULTS OF OPERATIONS~~

Three Months Ended December 31,
favorable/(unfavorable)
dollars in millions 2019 2018 $ Change % Change
Net Sales $ 1,456.8
$ 1,411.3
$ 45.5
3 %

Operating Profit $ 196.0
$ 293.9
$ (97.9 ) (33 )%
Interest expense, net 102.9
59.4
(43.5 ) (73 )%
Loss on extinguishment of debt, net 12.9
6.1
(6.8 ) (111 )%
(Income) expense on swaps, net (61.4 ) 51.7
113.1
219 %
Other income, net (3.2 ) (3.7 ) (0.5 ) (14 )%
Income tax expense 30.4
43.8
13.4
31 %
Equity method loss, net of tax 7.3
10.7
3.4
32 %
Less: Net earnings attributable to noncontrolling interests 7.9
0.3
(7.6 ) (2,533 )%
Net Earnings $ 99.2
$ 125.6
$ (26.4 ) (21 )%

~~Net Sales~~

~~Net sales increased $45.5 million, or 3%, during~~ the three months ended December 31, ~~2019,~~2020.

COVID-19

The COVID-19 pandemic has caused and continues to cause global economic disruption and uncertainty, including in our business. We are closely monitoring the impact of the COVID-19 pandemic and developments related thereto and are taking necessary actions to ensure our ability to safeguard the health of our employees, including their economic health, maintain the continuity of our supply chain to serve customers and consumers and preserve financial liquidity to navigate the uncertainty caused by the pandemic. Examples of actions we have taken in response to the pandemic include:

•reinforcing manufacturing facilities with adequate supplies, staffing and support;

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

•in fiscal 2020, drawing $500.0 million of our $750.0 million revolving credit facility and $65.0 million of BellRing’s revolving credit facility to further enhance liquidity in March 2020. Borrowings under both credit facilities were repaid prior to the end of fiscal 2020;

•in fiscal 2020, temporarily suspending our share repurchase program, which we resumed in May 2020;

•actively managing our foodservice egg supply, including taking measures to reduce internal production, delivering contract suspension notices invoking force majeure clauses with respect to certain of our suppliers in the second quarter of fiscal 2020 (these contract suspensions were provisionally lifted on July 1, 2020) and repurposing product into our retail channel; and

•within our foodservice business, where our results continue to be negatively impacted by lower away-from-home demand in various channels, approaching cost reduction in a restrained manner which has preserved 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 generally experienced an increase in sales as a result of consumer pantry loading in the second quarter of fiscal 2020 and increased at-home consumption that continued throughout the second half of fiscal 2020 and into fiscal 2021. We experienced declines in sales of certain on-the-go products during the second half fiscal 2020. However, at December 31, 2020, the liquid and powders sub-categories within our BellRing Brands segment have returned to growth relatively in line with pre-COVID-19 pandemic growth rates, but the bar sub-category continues to experience declines. 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 the majority of 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. Additionally, we have incurred increased expenses specifically attributable to the COVID-19 pandemic, including production shutdowns, increased employee wages and paid absences, COVID-19 screening expenses and additional cleaning costs. Our foodservice business has been negatively impacted by lower demand resulting from the impact of the COVID-19 pandemic on various channels, including full service restaurants, quick service restaurants, education and travel and lodging. From April lows, our foodservice volumes improved during the second half of fiscal 2020 and this trend continued into fiscal 2021. However, these sequential improvements started to reverse in November and December 2020 as government restrictions were reinstituted. Foodservice volumes continue to follow changes in the degree of restrictions on mobility and gatherings. For additional discussion, refer to “Liquidity and Capital Resources” and “Cautionary Statement on Forward-Looking Statements” within this section.

RESULTS OF OPERATIONS


	Three Months Ended December 31,
				favorable/(unfavorable)
dollars in millions		2020		2019		$ Change		% Change
Net Sales		$	1,458.0	$	1,456.8	$	1.2	—	%

Operating Profit		$	166.3	$	196.0	$	(29.7)	(15)	%
Interest expense, net		96.6		102.9		6.3		6	%
Loss on extinguishment of debt, net		—		12.9		12.9		100	%
Income on swaps, net		(41.6)		(61.4)		(19.8)		(32)	%
Other income, net		(10.8)		(3.2)		7.6		238	%
Income tax expense		23.2		30.4		7.2		24	%
Equity method loss, net of tax		7.9		7.3		(0.6)		(8)	%
Less: Net earnings attributable to noncontrolling interests		9.8		7.9		(1.9)		(24)	%
Net Earnings		$	81.2	$	99.2	$	(18.0)	(18)	%

Net Sales

Net sales increased $1.2 million during the three months ended December 31, 2020, compared to the corresponding period in the prior ~~year. This increase was primarily due to~~year, as a result of growth in our BellRing Brands, Weetabix, Refrigerated Retail and ~~Foodservice segments, partially offset by declines in our~~ Post Consumer Brands ~~and Refrigerated Retail segments.~~segments, as well as the inclusion of incremental contributions from our prior year acquisition of Henningsen. These positive

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impacts were offset by a decline in our Foodservice segment. For further discussion, refer to “Segment Results” within this section.

Operating Profit

Operating profit decreased ~~$97.9~~$29.7 million, or ~~33%~~15%, during the three months ended December 31, ~~2019,~~2020, compared to the corresponding period in the prior year. In the three months ended December 31, 2018, operating profit was impacted by gains of $125.3 million related to the 8th Avenue Transactions and the sale of the Post Consumer Brands cereal warehouse in Clinton, Massachusetts. Excluding these impacts, operating profit increased $27.4 million, or 16%,year, primarily due to ~~decreased general corporate expenses, as well as increased segment profit within our BellRing Brands and Weetabix segments, partially offset by~~ lower segment profit within our Foodservice, Post Consumer Brands and BellRing Brands segments, partially offset by increased segment profit within our Refrigerated Retail and ~~Post Consumer Brands segments.~~Weetabix segments, as well as decreased general corporate expenses and other. For further discussion, refer to “Segment Results” within this section.

Interest Expense, Net

Interest expense, net ~~increased $43.5~~decreased $6.3 million, or ~~73%~~6%, during the three months ended December 31, ~~2019,~~2020, compared to the corresponding period in the prior year, driven by ~~increased reclassifications~~decreased losses of ~~losses (compared to gains in the prior year period) of $37.3~~$6.7 million ~~from accumulated other comprehensive loss to interest expense related to~~on our interest rate swap ~~contracts that were previously designated as hedging instruments. Additionally, interest~~contracts. Interest expense ~~was negatively impacted by debt entered into~~increased from the impact of senior notes issued in ~~connection with the IPO on October 21, 2019,~~fiscal 2020, however, this increase was partially offset by reduced interest expense of ~~$11.3~~$3.6 million as a result of the repayment of our term ~~loan.~~loan in the first quarter of fiscal 2020. Our weighted-average interest rate on our total outstanding debt ~~was~~decreased to 5.3% for the three months ended December 31, 2020 from 5.6% ~~and 5.2%~~ for the three months ended December 31, 2019, ~~and 2018, respectively. During~~driven by a change in the ~~three months ended December 31, 2018, we recorded $4.3 million~~mix 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 had not withdrawn their demands.debt outstanding.

For additional information on our interest rate ~~swaps designated as hedging instruments,~~swap contracts, refer to Note ~~11 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 Note 13~~12 within “Notes to Condensed Consolidated Financial Statements.” For additional information on our debt, refer to Note 1516 within “Notes to Condensed Consolidated Financial Statements” and “Quantitative and Qualitative Disclosures About Market Risk” within Item 3.

Loss on Extinguishment of Debt, Net

~~Fiscal 2019~~

During the three months ended December 31, 2019, we recognized a net loss of $12.9 million related to the write-offs of debt issuance costs associated with the repayments of the outstanding principal balances of our 2020 bridge loan (the “2020 Bridge Loan”) by BellRing and our term loan.

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~~Fiscal 2018~~

~~During~~ No such loss was recorded in the three months ended December 31, 2018, we recognized a net loss of $6.1 million related to the repayment 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 5.625% senior notes, 5.75% senior notes and 5.00% senior 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.2020.

For additional information on our debt, refer to Note 16 within “Notes to Condensed Consolidated Financial Statements.”

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

Fiscal ~~2019~~2021

During the three months ended December 31, 2020, we recognized net gains of $41.6 million on our interest rate swaps that were not designated as hedging instruments. These net gains included non-cash mark-to-market adjustments of $43.1 million, partially offset by cash settlements paid of $1.5 million.

Fiscal 2020

During the three months ended December 31, 2019, we recognized net gains of $61.4 million on our interest rate swaps that ~~are~~were not designated as hedging instruments. ~~During the three months ended December 31, 2019, the~~These net gains included non-cash mark-to-market ~~gains~~adjustments of $80.5 million, partially offset by cash settlements paid of $19.1 million.

~~Fiscal 2018~~

During the three months ended December 31, 2018, we recognized losses of $51.7 million on our interest rate swaps that are not designated as hedging instruments. Of the total losses recognized in the three months ended December 31, 2018, $51.5 million related to non-cash adjustments and $0.2 million related to cash settlements paid.

For additional information on our interest rate swap contracts, refer to Note 1112 within “Notes to Condensed Consolidated Financial Statements” and “Quantitative and Qualitative Disclosures About Market Risk” within Item 3.

Income Tax Expense

Our effective income tax rate was ~~21.0%~~19.0% and ~~24.3%~~21.0% for the three months ended December 31, ~~2019~~2020 and ~~2018,~~2019, respectively. In accordance with Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes,” we record income tax 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.

SEGMENT RESULTS

We evaluate each segment’s performance based on its segment profit, which for all segments excluding BellRing Brands 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, gain on/adjustment to bargain purchase, interest expense and other unallocated corporate income and expenses. Segment profit for BellRing Brands, as it is a publicly-traded company, is its operating profit.

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Post Consumer Brands


	Three Months Ended December 31,												Three Months Ended December 31,
							favorable/(unfavorable)										favorable/(unfavorable)
dollars in millions	2019			2018			$ Change			% Change		dollars in millions		2020			2019			$ Change		% Change
Net Sales	$	441.2		$	455.3		$	(14.1	)	(3	)%	Net Sales		$	445.0		$	441.2		$	3.8	1	%
Segment Profit	$	80.6		$	84.0		$	(3.4	)	(4	)%	Segment Profit		$	70.5		$	80.6		$	(10.1)	(13)	%
Segment Profit Margin	18		%	18		%						Segment Profit Margin		16		%	18		%

Net sales for the Post Consumer Brands segment ~~decreased $14.1~~increased $3.8 million, or 3%1%, for the three months ended December 31, ~~2019,~~2020, when compared to the prior year period, primarily ~~driven by 3% lower volume. This decrease in volume was largely~~ due to ~~losses~~higher average net selling prices as the result of a favorable product mix, partially offset by higher trade spending. Volume was flat as growth in Honey Bunches of Oats, Pebbles and ~~natural and organic cereals, adult classic brands~~, ~~licensed products,~~ Great Grains ~~and~~was offset ~~Malt-O-Meal~~by ~~bag cereal. These~~ declines ~~were partially offset by increases~~ in private label cereal, ~~volume. Average net selling prices increased when compared to~~licensed products, government bid business, Malt-O-Meal bag cereal and adult and kid classic brands. Net sales for the ~~prior year period~~three months ended December 31, 2020 were negatively impacted by an estimated $9.8 million in lost revenue, resulting from ~~targeted price increases that went fully into effect in the second quarter of fiscal 2019, partially offset by an unfavorable product mix.~~COVID-19 related production shutdowns and employee absences at its Battle Creek, Michigan RTE cereal facility.

Segment profit for the three months ended December 31, ~~2019~~2020 decreased ~~$3.4~~$10.1 million, or 4%13%, when compared to the prior year period, primarily driven by ~~lower net sales, as previously discussed, increased advertising and consumer spending~~a provision for legal settlement of ~~$1.9~~$15.0 million, ~~incremental third party consulting~~higher manufacturing costs of ~~$1.9~~$5.8 million ~~higher warehousing~~(driven by production shutdowns and increased employee absences related to the COVID-19 pandemic, partially offset by manufacturing cost efficiencies), increased raw material costs of ~~$1.5~~$2.5 million and ~~increased integration expense~~higher freight costs of ~~$1.1~~$2.2 million. These negative impacts were partially offset by higher net sales, as previously discussed, gains on sale of property of $4.0 million, lower ~~manufacturing costs~~outside professional service fees of ~~$4.9~~$1.9 million and ~~reduced freight costs~~lower integration expenses of ~~$4.5~~$1.2 million.

~~Table of Contents~~

Additionally, segment profit was negatively impacted by lost revenue at its Battle Creek, Michigan RTE cereal facility, as previously discussed, resulting in an estimated $5.6 million in lost profit contribution.

Weetabix


	Three Months Ended December 31,											Three Months Ended December 31,
							favorable/(unfavorable)									favorable/(unfavorable)
dollars in millions	2019			2018			$ Change		% Change		dollars in millions		2020			2019			$ Change		% Change
Net Sales	$	101.5		$	100.9		$	0.6	1	%	Net Sales		$	113.5		$	101.5		$	12.0	12	%
Segment Profit	$	23.7		$	18.9		$	4.8	25	%	Segment Profit		$	28.1		$	23.7		$	4.4	19	%
Segment Profit Margin	23		%	19		%					Segment Profit Margin		25		%	23		%

Net sales for the Weetabix segment increased ~~$0.6~~$12.0 million, or 1%12%, for the three months ended December 31, ~~2019,~~2020, when compared to the prior year period, primarily driven by 8% higher volume. This increase in volume was largely due to ~~improved average net selling prices,~~an increase in consumer purchases in response to the COVID-19 pandemic, primarily driven by gains in at-home consumption of biscuit cereal products, higher extruded product volumes and an increase in export volumes as a result of customer preparation for the United Kingdom’s exit from the European Union. These positive impacts were partially offset by ~~lower volume.~~declines in on-the-go consumption of cereal bars and Weetabix On the Go drinks. Average net selling prices increased primarily due to targeted price increases that ~~occurred~~went into effect in the ~~third~~second quarter of fiscal ~~2019, reduced promotional activity~~2020 and a favorable product mix. ~~Volume was down 8%, primarily driven~~Additionally, net sales for the three months ended December 31, 2020 were positively impacted by ~~declines in non-biscuit cereal products,~~ ~~Weetabix On~~favorable foreign exchange rates when compared to the Go ~~drink products and exports, partially offset by increases in biscuit cereal products.~~prior year period.

Segment profit for the three months ended December 31, ~~2019~~2020 increased ~~$4.8~~$4.4 million, or ~~25%~~19%, when compared to the prior year period. This increase was driven by ~~favorable manufacturing costs of $2.9 million, lower employee-related expenses and~~ higher net sales, as previously discussed, and favorable foreign exchange rates when compared to the prior year period, partially offset by unfavorable manufacturing and raw material costs of $1.1 million, increased employee-related expenses and higher ~~advertising and consumer spending~~outside professional service fees.

Table of ~~$1.5 million.~~Contents

Foodservice


	Three Months Ended December 31,												Three Months Ended December 31,
							favorable/(unfavorable)										favorable/(unfavorable)
dollars in millions	2019			2018			$ Change			% Change		dollars in millions		2020			2019			$ Change		% Change
Net Sales	$	420.6		$	408.1		$	12.5		3	%	Net Sales		$	354.5		$	420.6		$	(66.1)	(16)	%
Segment Profit	$	47.0		$	52.7		$	(5.7	)	(11	)%	Segment Profit		$	10.8		$	47.0		$	(36.2)	(77)	%
Segment Profit Margin	11		%	13		%						Segment Profit Margin		3		%	11		%

Net sales for the Foodservice segment ~~increased $12.5~~decreased $66.1 million, or 3%16%, for the three months ended December 31, ~~2019,~~2020, when compared to the prior year period, driven by 20% lower volume. Egg product sales were down $52.3 million, or 15%, with volume down 15%, driven by 21% lower volume in the foodservice channel due to lower foodservice product demand as a result of the COVID-19 pandemic, partially offset by 13% higher volume in the food ingredient channel, which was positively impacted by incremental volumes attributable to our prior year acquisition of Henningsen. Sales of side dishes were down $17.6 million, or 34%, with volume down 38%, driven by lower product demand as a result of the COVID-19 pandemic and distribution losses. Sausage sales were down $0.9 million, or 17%, with volume down 14%. Other product sales were up $4.7 million, or 92%, with volume up 24%, primarily due to the inclusion of incremental results attributable to our prior year acquisition of Henningsen.

Segment profit for the three months ended December 31, 2020 decreased $36.2 million, or 77%, when compared to the prior period. The decline in segment profit was primarily due to negative impacts related to the COVID-19 pandemic. The impact of the COVID-19 pandemic resulted in lower volume, as previously discussed, unfavorable fixed cost absorption as we reduced our egg supply and production in our plants to match lower demand and increased inventory write-offs of $1.6 million. Additionally, we incurred increased expenses attributable to the COVID-19 pandemic, including increased employee wages and paid absences, COVID-19 screening expenses and additional cleaning costs. Segment profit was also negatively impacted by increased raw material costs of $8.5 million, driven by higher egg input costs due to increased grain markets.

Refrigerated Retail


	Three Months Ended December 31,
					favorable/(unfavorable)
dollars in millions		2020			2019			$ Change		% Change
Net Sales		$	263.1		$	249.9		$	13.2	5	%
Segment Profit		$	33.7		$	26.0		$	7.7	30	%
Segment Profit Margin		13		%	10		%

Net sales for the Refrigerated Retail segment increased $13.2 million, or 5%, for the three months ended December 31, 2020, when compared to the prior year period, primarily due to increased ~~volume of 3%. Egg product sales were up $9.6 million, or 3%, with volume up 2%, due to volume gains in the foodservice~~average net selling prices and ~~food ingredient channels.~~1% higher volume. Sales of side dishes ~~were up $5.0~~increased $24.6 million, or ~~11%~~25%, ~~with~~driven by 13% higher volume ~~up 9%. Sausage sales were down $0.7 million, or 13%, with~~and increased average net selling prices. The increase in volume ~~down 15%. Other product sales were down $1.4 million, or 22%, with~~was driven by higher branded dinner and breakfast sides volume, ~~down 21%.~~

~~Segment profit for the three months ended December 31, 2019 decreased $5.7 million, or 11%, when compared to the prior year period,~~partially offset by lower private label dinner sides. The increase in average net selling prices was primarily due to ~~unfavorable manufacturing costs~~targeted price increases that went into effect in the second quarter of ~~$8.2 million, which were driven by unplanned downtime at certain facilities that is not expected to be recurring~~fiscal 2020, lower trade spending and start-up costs of $2.7 million related to our new precooked egg facility in Norwalk, Iowa, increased warehousing expense of $1.2 million and higher freight costs of $0.9 million. These negative impacts were partially offset by higher volume, as previously discussed, lower raw material costs of $2.8 million and decreased employee-related costs.

~~Refrigerated Retail~~

Three Months Ended December 31,
favorable/(unfavorable)
dollars in millions 2019 2018 $ Change % Change
Net Sales $ 249.9
$ 261.6
$ (11.7 ) (4 )%
Segment Profit $ 26.0
$ 30.5
$ (4.5 ) (15 )%
Segment Profit Margin 10 % 12 %

Net sales for the Refrigerated Retail segment decreased $11.7 million, or 4%, for the three months ended December 31, 2019, when compared to the prior year period, primarily due to lower volume of 7%. Sales of side dishes decreased $2.5 million, or 2%, with volume down 5%, driven by lower breakfast sides volume.a favorable product mix. Egg product sales were down ~~$8.7~~$5.0 million, or ~~19%~~14%, with volume down ~~10%~~12%, primarily due to ~~losses in branded egg product volume and lower average net selling prices resulting from lower market-based egg prices.~~the decision to exit certain low-margin business. Cheese and other dairy case product sales were down ~~$2.1~~$5.0 million, or 3%7%, with volume down 9%, ~~primarily due to~~driven by COVID-19 related supply constraints and branded ~~and deli~~ cheese distribution losses. Sales of other products were down $1.3 million, or 13%, with volume down 16%. Sausage sales increased $2.9 million, or 8%, with volume down 3%. Average net selling prices increased compared to the prior year period due to reduced trade spending.

~~Table of Contents~~

Segment profit decreased $4.5 million, or 15%, for the three months ended December 31, 2019, when compared to the prior year period. This decrease was primarily due to lower volume, as previously discussed, higher net raw material costs of $4.7 million (due to higher cheese input costs of $5.5 million, partially offset by lower sow costs of $0.8 million), higher third party consulting costs of $1.1 million and increased integration costs of $0.9 million. These negative impacts werelosses, partially offset by higher average net selling prices as a result of targeted price increases that went into effect in the second quarter of fiscal 2020 and lower trade spending. Sausage sales decreased $0.7 million, or 2%, with volume down 1%, primarily due to short-term capacity constraints caused by COVID-19 related employee absences. Sales of other products were down $0.9 million, or 11%, with volume down 41%, primarily due to the decision to exit certain low-margin business.

Segment profit increased $7.7 million, or 30%, for the three months ended December 31, 2020, when compared to the prior year period. This increase was primarily due to higher net sales, as previously ~~discussed.~~discussed, partially offset by higher manufacturing costs of $2.8 million, higher freight costs of $2.5 million, higher raw material costs of $2.4 million (primarily due to higher sow as well as higher egg input costs due to increased grain markets) and increased employee-related expenses.

Table of Contents

BellRing Brands


	Three Months Ended December 31,											Three Months Ended December 31,
							favorable/(unfavorable)									favorable/(unfavorable)
dollars in millions	2019			2018			$ Change		% Change		dollars in millions		2020			2019			$ Change		% Change
Net Sales	$	244.0		$	185.8		$	58.2	31	%	Net Sales		$	282.4		$	244.0		$	38.4	16	%
Segment Profit	$	49.3		$	35.2		$	14.1	40	%	Segment Profit		$	47.8		$	49.3		$	(1.5)	(3)	%
Segment Profit Margin	20		%	19		%					Segment Profit Margin		17		%	20		%

Net sales for the BellRing Brands segment increased ~~$58.2~~$38.4 million, or ~~31%~~16%, for the three months ended December 31, ~~2019,~~2020, when compared to the prior year period. Sales of Premier Protein products were up ~~$63.2~~$35.4 million, or ~~45%~~17%, with volume up ~~38%~~22%. Volume increases were driven by higher RTD protein shake product volumes which primarily related to distribution gains, new product introductions and ~~lapping short-term capacity constraints~~increased promotional activity. Average net selling prices decreased in the ~~first quarter~~three months December 31, 2020 due to increased promotional spending. Sales of ~~2019.~~Dymatize products were up $4.4 million, or 16%, with volume up 10%. Volumes increased primarily due to higher club, eCommerce and mass channel volumes, partially offset by lower international volumes. Average net selling prices increased in the three months ended December 31, ~~2019 resulting from targeted price increases that occurred in the second quarter of fiscal 2019. Sales of~~ ~~Dymatize~~ ~~products were down $3.0 million, or 10%, with volume down 4%, primarily~~2020 due to ~~higher club volumes in the prior year associated with promotional activity that did not recur. Sales of~~ ~~PowerBar~~ ~~products were down $1.2 million, or 12%, with volume down 28%, driven by strategic sales reductions of low performing products within BellRing Brands’ North American portfolio.~~a favorable product mix. Sales of all other products were down ~~$0.8~~$1.4 million.

Segment profit ~~increased $14.1~~decreased $1.5 million, or ~~40%~~3%, for the three months ended December 31, ~~2019,~~2020, when compared to the prior year period. This ~~increase~~decrease was primarily driven by higher net product costs of $6.0 million, as unfavorable raw materials and freight costs were partially offset by lower manufacturing costs. Segment profit was also negatively impacted by restructuring and facility closure costs of $4.7 million. These negative impacts were partially offset by higher net sales, as previously discussed, ~~partially offset by higher net product costs of $1.7 million, as unfavorable raw materials costs were partially offset by~~and lower ~~freight costs. These positive impacts were partially offset by higher employee-related expenses (including stock-based compensation expense of $1.4 million), higher warehousing costs of $1.9 million,~~IPO-related transaction costs of $1.5 ~~million, increased advertising and consumer spending of $1.8 million and incremental public company costs of $1.8~~ million.

Other Items

General Corporate Expenses and Other


	Three Months Ended December 31,									Three Months Ended December 31,
					favorable/(unfavorable)								favorable/(unfavorable)
dollars in millions	2019		2018		$ Change		% Change		dollars in millions		2020		2019		$ Change		% Change
General corporate expenses and other	$	27.4	$	48.4	$	21.0	43	%	General corporate expenses and other		$	13.8	$	27.4	$	13.6	50	%

General corporate expenses and other decreased ~~$21.0~~$13.6 million, or ~~43%~~50%, for the three months ended December 31, ~~2019,~~2020, when compared to the prior year period, primarily driven by increased net gains ~~(compared to losses in the prior year period)~~ related to mark-to-market adjustments on ~~commodity~~economic hedges of ~~$12.9~~$10.3 million, gains related to mark-to-market adjustments on equity securities of $7.9 million, lower third party transaction costs of ~~$7.2~~$1.5 million and decreased restructuring and plant closure costs of $4.2 million (including lower accelerated depreciation of $3.3 million). These positive impacts were partially offset by higher stock compensation of $1.6 million. Prior year general corporate expenses were positively impacted by a net gain on assets held for sale of $0.6 million (comprised of a gain of $0.7 million related to our Weetabix segment, partially offset by a loss of $(0.1) million related to our Post Consumer Brands ~~segment.~~segment). These positive impacts were partially offset by increased losses related to mark-to-market adjustments on deferred compensation of $2.3 million, an adjustment to our gain on bargain purchase of $2.3 million related to our prior year acquisition of Henningsen and higher employee-related expenses (including stock-based compensation of $2.2 million).

Restructuring and Facility Closure

The table below shows the amount of restructuring and facility closure costs, including accelerated depreciation, attributable to each segment. These amounts are excluded from the measure of segment profit, except for the BellRing Brands segment, as it is a publicly-traded company, and are included in general corporate expenses and other. Restructuring and facility closure costs related to the BellRing Brands segment are included in its segment profit. For additional information on restructuring costs, refer to Note 35 within “Notes to Condensed Consolidated Financial Statements.”


	Three Months Ended December 31,
						favorable/(unfavorable)
dollars in millions		2020		2019		$ Change
Post Consumer Brands		$	0.3	$	0.6	$	0.3
Weetabix		—		(0.1)		(0.1)


BellRing Brands		4.7		—		(4.7)
		$	5.0	$	0.5	$	(4.5)

Table of Contents

Three Months Ended December 31,
favorable/(unfavorable)
dollars in millions 2019 2018 $ Change
Post Consumer Brands $ 0.6
$ 3.3
$ 2.7
Weetabix (0.1 ) 1.4
1.5
$ 0.5
$ 4.7
$ 4.2

~~Gain on Sale of Business~~

During the three months ended December 31, 2018, we recorded a gain of $124.7 million (adjusted to $126.6 million during the year ended September 30, 2019) related to the 8th Avenue Transactions. Gains recorded in the three months ended December 31, 2018 included foreign exchange losses previously recorded in accumulated other comprehensive loss of $42.1 million.

LIQUIDITY AND CAPITAL RESOURCES

In connection with ~~completing the BellRing formation transactions and~~ managing our capital structure, we completed the following activities during the three months ended December 31, ~~2019~~2020 (for additional information, see Notes ~~1, 15~~16 and 1718 within “Notes to Condensed Consolidated Financial Statements”):

~~$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;~~

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

~~$120.0 million borrowed by BellRing under the BellRing Revolving Credit Facility;~~

~~$40.0 million outstanding principal value repaid by BellRing on the BellRing Revolving Credit Facility; and~~

~~2.2~~•1.7 million shares of our common stock repurchased at an average share price of ~~$102.99~~$93.45 per share for a total cost of ~~$223.1~~$159.9 million ~~including broker’s commissions.~~

~~Additionally, on January 8, 2020,~~(including amounts settled subsequent to the end of the ~~reporting period, we repurchased and retired~~period), including broker’s commissions;

•$47.5 million received in connection with share repurchase contracts entered into in the ~~remaining $122.2~~fourth quarter of fiscal 2020;

•$37.5 million outstanding principal value ~~of our 8.00% senior notes.~~repaid by BellRing on its term loan (the “BellRing Term B Facility”); and

•$20.0 million borrowed by BellRing under its revolving credit facility (the “BellRing Revolving Credit Facility”).

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


	Three Months Ended December 31,							Three Months Ended December 31,
dollars in millions	2019			2018			dollars in millions	2020		2019
Cash provided by (used in):							Cash provided by (used in):
Operating activities	$	108.4		$	238.7		Operating activities	$	114.5��	$	108.4
Investing activities	(75.8		)	201.5			Investing activities	(41.5)		(75.8)
Financing activities	(274.9		)	(1,199.6		)	Financing activities	(154.5)		(274.9)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	2.9			(1.6		)	Effect of exchange rate changes on cash, cash equivalents and restricted cash	6.6		2.9
Net decrease in cash, cash equivalents and restricted cash	$	(239.4	)	$	(761.0	)	Net decrease in cash, cash equivalents and restricted cash	$	(74.9)	$	(239.4)

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 temporarily suspended our share repurchase program and borrowed under our revolving credit facilities in order to increase our cash position and financial flexibility in the second quarter of fiscal 2020. As a result of our strong operating cash flows and our healthy liquidity position, in the third quarter of fiscal 2020, we were able to resume our share repurchase program in May 2020 and repaid such borrowings under our revolving credit facilities prior to the end of fiscal 2020. 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, navigate the uncertainty caused by the pandemic 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 are otherwise unable to comply with the terms of our credit facilities, we may be required to seek additional financing alternatives, which may require waivers under our amended and restated credit agreement ~~(as further amended, our~~(the “Credit Agreement”) and our indentures governing our senior notes, in order to generate additional cash. There can be no assurance that we would be able to

obtain additional financing or any such waivers on terms acceptable to us or at all. For additional information on our debt, refer to Note 1516 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, other strategic transactions 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 continue to 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~~our Credit Agreement are unconditionally guaranteed by our existing and subsequently acquired or organized domestic subsidiaries (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries we designate as unrestricted subsidiaries, which include 8th Avenue Food & Provisions, Inc. (“8th Avenue”) and its subsidiaries and BellRing Brands, Inc. and its subsidiaries) and are secured by security interests in substantially all of our assets and the assets of our subsidiary guarantors, but excluding, in each case, real property.

All of our senior notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of our existing and subsequently acquired or organized domestic subsidiaries, other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries we designate as unrestricted subsidiaries, which include 8th Avenue and its subsidiaries and BellRing Brands, Inc. and its subsidiaries. These guarantees are subject to release in certain circumstances.

BellRing Brands, Inc. and its subsidiaries and 8th Avenue and its subsidiaries are not obligors or guarantors under the Credit Agreement or our senior notes.

Obligations under BellRing’s credit agreement (the “BellRing Credit Agreement”) are unconditionally guaranteed by the existing and subsequently acquired or organized domestic subsidiaries of BellRing ~~LLC~~ (other than immaterial subsidiaries, ~~and~~ certain excluded subsidiaries and subsidiaries of BellRing it designates as unrestricted subsidiaries) and are secured by security interests in substantially all of the assets of BellRing ~~LLC~~ and the assets of its subsidiary guarantors (other than real ~~estate)~~property), subject to limited exceptions. We and our subsidiaries (other than BellRing ~~LLC~~ and certain of its subsidiaries) are not obligors or guarantors under the BellRing ~~debt facilities.~~Credit Agreement.

Operating Activities

Cash provided by operating activities for the three months ended December 31, ~~2019 decreased $130.3~~2020 increased $6.1 million compared to the prior year period, ~~primarily~~ driven by ~~an increase~~higher cash outflows for inventory in the prior year period for our BellRing Brands and Weetabix segments, as well as a decrease in cash settlements paid ~~(compared to cash settlements received in the prior year period)~~ of ~~$49.0~~$16.4 million related to our interest rate ~~swaps,~~swaps. These positive impacts were partially offset by lower segment profit driven by our Foodservice segment, higher interest payments of ~~$30.1~~$29.3 million ~~resulting from~~(driven by debt entered into in ~~connection with the IPO and~~fiscal 2020, partially offset by interest paid in the first quarter of fiscal 2020 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~~law) and ~~had not withdrawn their demands,~~ higher tax payments (net of refunds) of ~~$43.5~~$6.7 million.

Investing Activities

Three months ended December 31, 2020

Cash used in investing activities for the three months ended December 31, 2020 was $41.5 million, ~~increased payments~~primarily driven by capital expenditures of ~~employee incentives~~$53.9 million and ~~unfavorable changes~~purchases of equity securities of $5.0 million, partially offset by proceeds from the sale of property and assets held for sale of $16.4 million. Capital expenditures in ~~working capital,~~the period primarily related to ~~fluctuations~~on-going projects in ~~the timing of sales and collections of trade receivables within our BellRing Brands segment and the timing of payments of trade accounts payables within~~ our Post Consumer Brands, Foodservice and ~~Foodservice~~Refrigerated Retail segments.

~~Investing Activities~~

Three months ended December 31, 2019

Cash used in investing activities for the three months ended December 31, 2019 was $75.8 million, primarily consisting of capital expenditures of $77.3 million. The ~~most significant~~largest individual capital expenditure project in the period related to the purchase of a previously leased manufacturing plant in Sulphur Springs, Texas.

Financing Activities

Three months ended December 31, ~~2018~~2020

Cash ~~provided by investing~~used in financing activities for the three months ended December 31, ~~2018~~2020 was ~~$201.5~~$154.5 million. We paid $165.3 million, ~~driven by proceeds~~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, 2020 and did not settle until fiscal 2021. We received ~~of $250.0~~$47.5 million related to the ~~8th Avenue Transactions and proceeds received~~settlement of ~~$28.3 million largely resulting from the termination of $214.2 million notional value of our cross-currency swaps~~share repurchase contracts that were ~~designated as hedging instruments. These positive impacts were partially offset by capital expenditures~~entered into in fiscal 2020 and did not settle until fiscal 2021. BellRing made principal payments on the BellRing Term B Facility of ~~$78.8 million. The most significant capital expenditure project in~~$37.5 million, and borrowed $20.0 million under the ~~period related to the construction of a new precooked egg facility in Norwalk, Iowa.~~

~~Financing Activities~~BellRing Revolving Credit Facility.

Three months ended December 31, 2019

Cash used in financing activities for the three months ended December 31, 2019 was $274.9 million. BellRing Brands, Inc. received $524.4 million net proceeds from the IPO, after deducting ~~underwriting~~ discounts and commissions. We borrowed $1,225.0 million under the 2020 Bridge Loan, BellRing borrowed $700.0 million under the BellRing Term B Facility, at a discount of $14.0 million, and BellRing borrowed $120.0 million under the BellRing Revolving Credit Facility, which resulted in total proceeds from the issuance of long-term debt of $2,031.0 million. In connection with these borrowings, we paid $28.2 million in debt issuance costs and deferred financing fees. BellRing repaid the outstanding principal balance on the 2020 Bridge Loan ~~and~~which it assumed from us in connection with the IPO, we repaid the outstanding principal balance on our term loan and BellRing repaid $40.0 million outstanding principal borrowings on the BellRing Revolving Credit Facility, which resulted in total repayments of long-term debt of $2,574.5 million. 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 $231.8 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.

~~Three months ended December 31, 2018~~

Cash used in financing activities for the three months ended December 31, 2018 was $1,199.6 million. In the three months ended December 31, 2018, 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, 5.75% senior notes and 5.00% senior notes, at a discount of $4.0 million, which resulted in total net payments of $919.0 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 also paid $25.3 million, including broker’s commissions, for the repurchase of shares of our common stock.

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 ratio (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 December 31, ~~2019,~~2020, we were not required to comply with such financial covenant as the aggregate amount of the aforementioned obligations did not exceed 30%. of the Company’s revolving credit commitments. 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 ratio (as~~certain financial ratios are met, as defined and specified in the Credit ~~Agreement) would be greater than or equal to 2.00 to 1.00 after giving effect to such new debt. As of December 31, 2019, our pro forma consolidated interest coverage ratio exceeded this threshold.~~Agreement.

BellRing Credit Agreement

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

On October 1, 2019, we adopted ASU 2016-02, “Leases (Topic 842)” and ASU 2018-11, “Leases (Topic 842): Targeted Improvements.” For additional information, refer to Notes 2 and 14 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, ~~2019,~~2020, as filed with the Securities and Exchange Commission ( the “SEC”) on November ~~22, 2019. Except as noted above, there~~20, 2020. There have been no significant changes to our critical accounting policies and estimates since September 30, ~~2019.~~2020.

RECENTLY ISSUED ACCOUNTING STANDARDS

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

CAUTIONARY STATEMENT 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 financial condition, results of operations 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, the health of our employees, our ability to manufacture and deliver our products, operating costs, demand for our foodservice and on-the-go products and our operations generally;

•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~~behaviors and introduce new products;

•changes in economic conditions, disruptions in the U.S. and global capital and credit markets, changes in interest rates, volatility in the market value of derivatives and fluctuations in foreign currency exchange rates;

•disruptions or inefficiencies in our supply chain, including as a result of our reliance on third party suppliers or manufacturers for the manufacturing of many of our products, pandemics (including the COVID-19 pandemic) and other outbreaks of contagious diseases, fires and evacuations related thereto, changes in weather conditions, natural disasters, agricultural diseases and pests and other events beyond our control;

•significant volatility in the cost or availability of inputs to our business (including freight, raw materials, energy and other supplies);

•our ability to hire and retain talented personnel, the ability of our employees to safely perform their jobs, including the potential for physical injuries or illness (such as COVID-19), employee absenteeism, labor strikes, work stoppages and unionization efforts;

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

•our ability to identify, complete and integrate or otherwise effectively execute acquisitions or other strategic transactions and effectively 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;~~business;

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

•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;~~

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

•the failure or weakening of the RTE cereal category and consolidations in the retail and foodservice distribution channels;

•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 suppliers or manufacturers for the manufacturing of many of our products, changes in weather conditions, natural disasters, agricultural diseases and pests and other events beyond our control;

•costs associated with Bob Evans’s obligations in connection with the sale and separation of its 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;

•our ability to protect our intellectual property and other assets and to continue to use third party intellectual property subject to intellectual property licenses;

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

•risks associated with our international ~~business;~~businesses;

~~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;~~

•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;~~

•our ability and BellRing’s 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 Part II of this report and in our Annual Report on Form 10-K for the fiscal year ended September 30, ~~2019,~~2020, filed with the SEC on November ~~22, 2019.~~20, 2020.

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 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 dairy, would have decreased the fair value of the Company’s commodity-related derivatives portfolio by approximately ~~$10~~$14 million and $8$11 million as of December 31, ~~2019~~2020 and September 30, ~~2019,~~2020, 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 1112 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 December 31, ~~2019 and September 30, 2019,~~2020, a hypothetical 10% adverse change in the expected ~~GBP-USD~~Euro-GBP and USD-GBP exchange rates would have reduced the fair value of the Company’s foreign currency-related derivatives portfolio by ~~approximately $55~~an immaterial amount and approximately $3 million, respectively. As of September 30, 2020, a hypothetical 10% adverse change in the expected Euro-GBP and ~~$51 million~~,USD-GBP exchange rates would have reduced the fair value of the Company’s foreign currency related derivatives portfolio by ~~respectively.~~an immaterial amount and approximately $3 million, respectively.

For additional information regarding the Company’s foreign currency derivative contracts, refer to Note 1112 within “Notes to Condensed Consolidated Financial Statements.”

As of December 31, ~~2019,~~2020, the Company had outstanding principal value of indebtedness of ~~$6,589.7~~$7,032.2 million related to its senior notes, ~~term loan~~a municipal bond, the BellRing Term B Facility and the BellRing Revolving Credit Facility. At December 31, 2020, Post’s revolving credit ~~facilities with a combined~~facility and the BellRing Revolving Credit Facility had available borrowing capacity of ~~$898.0 million.~~$730.6 million and $150.0 million, respectively. Of the total ~~$6,589.7~~$7,032.2 million of outstanding indebtedness, ~~$5,809.7~~$6,337.5 million bears interest at a weighted-average fixed interest rate of ~~5.5%~~5.2%. As of September 30, ~~2019,~~2020, the Company had principal value of indebtedness of ~~$7,119.3~~$7,049.7 million, related to its senior notes, ~~term loan~~a municipal bond, the BellRing Term B Facility and ~~capital lease.~~the BellRing Revolving Credit Facility. Of the total ~~$7,119.3~~$7,049.7 million of outstanding indebtedness, ~~$5,809.8~~$6,337.5 million bore interest at a weighted-average fixed interest rate of ~~5.5%~~5.2%.

As of December 31, ~~2019~~2020 and September 30, ~~2019,~~2020, the fair value of the Company’s total debt ~~excluding outstanding borrowings under BellRing’s Revolving Credit Facility,~~ was ~~$6,899.0~~$7,331.5 million and ~~$7,412.0~~$7,277.8 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 ~~$23~~$12 million and ~~$30~~$14 million as of December 31, ~~2019~~2020 and September 30, ~~2019,~~2020, 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 an immaterial amount for both the three months ended December 31, ~~2019~~2020 and ~~2018.~~2019.

For additional information regarding the Company’s debt, refer to Note 1516 within “Notes to Condensed Consolidated Financial Statements.”

As of December 31, ~~2019~~2020 and September 30, ~~2019,~~2020, the Company had interest rate swaps with a notional value of ~~$2,022.1~~$2,720.6 million and ~~$1,804.1~~$2,721.0 million, respectively. A hypothetical 10% adverse change in interest rates would have decreased the fair value of the interest rate swaps by approximately ~~$39~~$23 million and ~~$36~~$19 million as of December 31, ~~2019~~2020 and September 30, ~~2019,~~2020, respectively.

For additional information regarding the Company’s interest rate swap contracts, refer to Note 1112 within “Notes to Condensed Consolidated Financial Statements.”

PART II. OTHER INFORMATION.

ITEM ~~4. CONTROLS AND PROCEDURES.~~1. LEGAL PROCEEDINGS.

~~Evaluation~~For information regarding our legal proceedings, refer to “Legal Proceedings” in Note 14 within “Notes to Condensed Consolidated Financial Statements” in Part I, Item 1 of ~~Disclosure Controls~~this report, which is incorporated herein by reference.

Pursuant to Securities and ~~Procedures~~

~~Management,~~Exchange Commission (“SEC”) regulations, the Company is required to disclose certain information about environmental proceedings with a governmental entity as a party if the ~~Chief Executive Officer (“CEO”)~~Company reasonably believes such proceedings may result in monetary sanctions, exclusive of interest and ~~Chief Financial Officer (“CFO”) of~~costs, above a stated threshold. Pursuant to such SEC regulations, the Company has ~~evaluated~~elected to use a threshold of $1.0 million for purposes of determining whether disclosure of any such proceedings is required. Applying this threshold, there are no such environmental proceedings to disclose for the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, 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~~

~~There were no significant changes in the Company’s internal control over financial reporting during the quarter~~three months ended December 31, ~~2019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.~~2020.

~~Antitrust claims~~ITEM 1A. RISK FACTORS.

The cases involved three plaintiff groups: (i) a nationwide class of direct purchasers of shell eggs (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; (iii) in June 2018, MFI settled all claims asserted against it by indirect purchaser plaintiffs on confidential 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 cases:~~ MFI remains a defendant only with respect to claims that seek damages based on purchases of egg products by 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 filed a second motion for summary judgment seeking dismissal of the claims, which was denied in June 2019. The remaining opt-out plaintiffs have not yet been assigned trial dates.

~~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 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 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.

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, inclusive of the aforementioned prepayment of $77.00 per share merger consideration, related to these matters in fiscal 2019. In September 2019, the Company reached settlement terms on a confidential basis with the remaining petitioners regarding their outstanding appraisal claims. The settlement was finalized and paid in October 2019, and the remaining portion of the case was dismissed on October 3, 2019. All former Bob Evans stockholders who demanded appraisal of their shares of Bob Evans common stock were paid for their shares.

~~Weetabix Limited Environmental Matter~~

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 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 condition, results of operations or cash flows of the Company.

In addition to the information set forth elsewhere in this Quarterly Report on Form 10-Q, 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~~SEC on November ~~22, 2019,~~20, 2020, as of and for the year ended September 30, ~~2019.~~2020. These risks could materially and adversely affect our business, financial condition, results of operations and cash flows. The enumerated risks may be 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.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Management, with the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) of the Company, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, 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

There were no significant changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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 December 31, ~~2019:~~


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)
October 1, 2020 - October 31, 2020	656,095	$90.51	656,095	$230,111,336
November 1, 2020 - November 30, 2020	248,655	$94.58	248,655	$206,593,780
December 1, 2020 - December 31, 2020	806,407	$95.45	806,407	$129,621,384
Total	1,711,157	$93.43	1,711,157	$129,621,384

(a)Does not include broker’s commissions.

(b)On August 4, 2020, our Board of Directors approved an authorization for the Company to repurchase up to $400,000,000 of shares of our common stock effective August 8, 2020 (the “Existing Authorization”). The Existing Authorization had an expiration date of August 8, 2022. On February 2, 2021, our Board of Directors terminated the Existing Authorization effective February 5, 2021 and approved a new authorization to repurchase up to $400,000,000 of shares of our common stock effective February 6, 2021 (the “New Authorization”). The New Authorization expires on February 6, 2023. Repurchases may be made from time to time in the open market, in private purchases, through forward, derivative, accelerated repurchase or automatic purchase transactions, or otherwise. The table above shows the approximate dollar value of shares that could have been repurchased under the Existing Authorization.

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)
October 1, 2019 - October 31, 2019 1,425,660
$101.45 1,425,660

$193,879,849
November 1, 2019 - November 30, 2019 257,186

$105.03
257,186

$166,866,527
December 1, 2019 - December 31, 2019 483,418

$106.36
483,418

$367,861,503
Total 2,166,264

$102.97
2,166,264

$367,861,503



	December 31, 2019			September 30, 2019
ASSETS
Current Assets
Cash and cash equivalents	$	812.6		$	1,050.7
Restricted cash	2.5			3.8
Receivables, net	451.8			445.1
Inventories	588.2			579.8
Prepaid expenses and other current assets	66.1			46.9
Total Current Assets	1,921.2			2,126.3
Property, net	1,764.2			1,736.0
Goodwill	4,460.7			4,399.8
Other intangible assets, net	3,328.3			3,338.5
Equity method investments	138.5			145.5
Other assets	330.6			205.5
Total Assets	$	11,943.5		$	11,951.6

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Current portion of long-term debt	$	156.5		$	13.5
Accounts payable	332.1			395.6
Other current liabilities	394.5			393.8
Total Current Liabilities	883.1			802.9
Long-term debt	6,382.6			7,066.0
Deferred income taxes	842.4			688.5
Other liabilities	523.8			456.9
Total Liabilities	8,631.9			9,014.3

Shareholders’ Equity
Preferred stock	—			—
Common stock	0.8			0.8
Additional paid-in capital	4,195.6			3,734.8
Retained earnings	307.0			207.8
Accumulated other comprehensive loss	(1.8		)	(96.8		)
Treasury stock, at cost	(1,143.8		)	(920.7		)
Total Shareholders’ Equity Excluding Noncontrolling Interests	3,357.8			2,925.9
Noncontrolling interests	(46.2		)	11.4
Total Shareholders’ Equity	3,311.6			2,937.3
Total Liabilities and Shareholders’ Equity	$	11,943.5		$	11,951.6



	Employee-Related Costs			Accelerated Depreciation			Total
Balance, September 30, 2018	$	2.7		$	—		$	2.7
Charge to expense	0.7			1.8			2.5
Non-cash charges	—			(1.8		)	(1.8		)
Balance, December 31, 2018	$	3.4		$	—		$	3.4

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

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



	Three Months Ended December 31, 2019
Increase in additional paid-in capital related to net proceeds from IPO	$	524.4
Increase in additional paid-in capital related to establishment of noncontrolling interest	66.3
Decrease in additional paid-in capital related to tax effects of IPO	(133.7		)
Net transfers from noncontrolling interest	$	457.0



	December 31, 2019		September 30, 2019
Raw materials and supplies	$	105.7	$	99.4
Work in process	20.0		19.4
Finished products	429.3		425.4
Flocks	33.2		35.6
	$	588.2	$	579.8



	December 31, 2019		September 30, 2019
Not designated as hedging instruments under ASC Topic 815:
Commodity contracts	$	63.8	$	47.1
Energy contracts	38.5		39.8
Interest rate swaps	272.8		73.1
Interest rate swaps - Rate-lock swaps	1,399.3		1,531.0
Designated as hedging instruments under ASC Topic 815:
Foreign exchange contracts - Cross-currency swaps	448.7		448.7
Interest rate swaps	350.0		200.0



		Fair Value				Portion Designated as Hedging Instruments
	Balance Sheet Location	December 31, 2019		September 30, 2019		December 31, 2019		September 30, 2019
Asset Derivatives:
Commodity contracts	Prepaid expenses and other current assets	$	2.8	$	1.9	$	—	$	—
Energy contracts	Prepaid expenses and other current assets	2.6		0.7		—		—
Commodity contracts	Other assets	—		0.1		—		—
Foreign exchange contracts	Prepaid expenses and other current assets	—		1.3		—		1.3
Foreign exchange contracts	Other assets	—		19.2		—		19.2
Interest rate swaps	Prepaid expenses and other current assets	0.4		—		0.4		—
Interest rate swaps	Other assets	0.2		—		0.2		—
		$	6.0	$	23.2	$	0.6	$	20.5

Liability Derivatives:
Commodity contracts	Other current liabilities	$	0.9	$	1.0	$	—	$	—
Energy contracts	Other current liabilities	1.4		1.5		—		—
Energy contracts	Other liabilities	—		0.1		—		—
Foreign exchange contracts	Other current liabilities	1.0		—		1.0		—
Foreign exchange contracts	Other liabilities	14.5		—		14.5		—
Interest rate swaps	Other current liabilities	58.8		85.1		—		1.6
Interest rate swaps	Other liabilities	275.6		330.4		—		6.2
		$	352.2	$	418.1	$	15.5	$	7.8



Derivatives Designated as Hedging Instruments	(Gain) Loss Recognized in OCI including NCI						Loss (Gain) Reclassified from Accumulated OCI including NCI into Earnings					Statement of Operations Location
Derivatives Designated as Hedging Instruments	2019			2018			2019		2018			Statement of Operations Location
Interest rate swaps	$	(1.3	)	$	4.6		$	7.2	$	(30.1	)	Interest expense, net
Cross-currency swaps	34.6			(29.0		)	—		—			(Income) expense on swaps, net



	December 31, 2019
Remaining fiscal 2020	$	21.8
Fiscal 2021	27.2
Fiscal 2022	26.3
Fiscal 2023	23.3
Fiscal 2024	17.2
Thereafter	51.1
Total future minimum payments	$	166.9
Less: Implied interest	27.4
Total lease liabilities	$	139.5



	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


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


Exhibit No.		Description

~~Exhibit No.~~3.1		~~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~~3.1 to the Company’s Form 8-K filed on ~~January 31, 2018)~~November 19,2020)

4.1		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)

~~4.2~~	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)

~~4.3~~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)

~~4.4~~	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)

~~4.5~~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)

~~4.6~~	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)

~~4.7~~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)

~~4.8~~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)

~~†10.55~~4.6		~~Amendment to the Amended and Restated Post Holdings, Inc. Deferred Compensation Plan for Key Employees, effective October 1, 2019~~

~~10.56~~	~~Master Transaction Agreement,~~Indenture (2030 Notes), dated ~~October 7, 2019,~~as of February 26, 2020, by and among Post Holdings, Inc., ~~BellRing Brands, Inc.~~the Guarantors (as defined therein) and ~~BellRing Brands, LLC~~Wells Fargo Bank, National Association, as trustee (Incorporated by reference to Exhibit ~~10.1 to Amendment No. 2 to the Registration Statement on Form S-1 filed by BellRing Brands, Inc. on October 11, 2019 (File No. 333-233867))~~

~~10.57~~	Bridge Facility Agreement, dated as of October 11, 2019, by and among Post Holdings, Inc., certain subsidiaries of Post Holdings, Inc., as guarantors, the institutions from time to time party thereto as lenders, Morgan Stanley Senior Funding, Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Credit Suisse Loan Funding LLC, Goldman Sachs Bank USA and JPMorgan Chase Bank, N.A., as joint lead arrangers and joint physical bookrunners, and Morgan Stanley Senior Funding, Inc., as administrative agent (Incorporated by reference to Exhibit 10.14.1 to the Company’s Form 8-K filed on ~~October 11, 2019)~~February 26, 2020)

~~10.58~~	Guarantee and Collateral Agreement, dated as of October 11, 2019, by and among Post Holdings, Inc., certain of its subsidiaries and Morgan Stanley Senior Funding, Inc., as administrative agent (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on October 11, 2019)

~~10.59~~	Tax Receivable Agreement, dated October 21, 2019, by and among BellRing Brands, Inc., BellRing Brands, LLC and Post Holdings, Inc. (Incorporated by reference to Exhibit 10.5 to the Form 8-K filed by BellRing Brands, Inc. on October 21, 2019 (File No. 001-39093))



~~Exhibit No.~~ †10.51		~~Description~~
~~10.60~~	Borrower Assignment and Assumption Agreement, dated as of October 21, 2019, by and among Post Holdings, Inc., BellRing Brands, LLC and Morgan Stanley Senior Funding, Inc., as administrative agent (Incorporated by reference to Exhibit 10.8 to the Form 8-K filed by BellRing Brands, Inc. on October 21, 2019 (File No. 001-39093))

~~10.61~~	Credit Agreement, dated as of October 21, 2019, by and among BellRing Brands, LLC, the institutions from time to time party thereto as lenders, Credit Suisse Loan Funding LLC, BofA Securities, Inc., Morgan Stanley Senior Funding, Inc., Barclays Bank PLC, Citibank, N.A., Goldman Sachs Bank USA and JPMorgan Chase Bank, N.A., as joint lead arrangers and joint bookrunners, and BMO Capital Markets Corp., Coöperatieve Rabobank U.A., New York Branch, Nomura Securities International, Inc., Suntrust Robinson Humphrey, Inc., UBS Securities LLC and Wells Fargo Securities, LLC, as co-managers, and Credit Suisse AG, Cayman Islands Branch, as administrative agent (Incorporated by reference to Exhibit 10.9 to the Form 8-K filed by BellRing Brands, Inc. on October 21, 2019 (File No. 001-39093))

~~†10.62~~	Form of Performance-Based, ~~Stock Settled~~Stock-Settled Restricted Stock Unit Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on November ~~15, 2019)~~23, 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 February ~~7, 2020~~5, 2021

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 February ~~7, 2020~~5, 2021

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 February ~~7, 2020~~5, 2021

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

104		The cover page from the Company’s Form 10-Q for the quarterly period ended December 31, ~~2019,~~2020, formatted in iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101


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



		POST HOLDINGS, INC.
Date:	February ~~7, 2020~~5, 2021	By:	/s/ Jeff A. Zadoks
			Jeff A. Zadoks
			EVP and Chief Financial Officer (Principal Financial Officer)