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 June 30, ~~2020~~2021

☐ 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, Missouri 63144

(Address of principal executive offices) (Zip Code)

(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 per share	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 per share – ~~67,704,337~~63,707,265 shares as of August ~~3, 2020~~2, 2021

Table of Contents

POST HOLDINGS, INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS


		Page
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited).	1

	Condensed Consolidated Statements of Operations (Unaudited).	1

	Condensed Consolidated Statements of Comprehensive (Loss) Income ~~(Loss)~~ (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.	3132

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	4446

Item 4.	Controls and Procedures.	4547

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings.	4648

Item 1A.	Risk Factors.	4748

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	4749

Item 6.	Exhibits.	4950

	SIGNATURES.	5051

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 June 30,						Nine Months Ended June 30,							Three Months Ended June 30,				Nine Months Ended June 30,
		2020		2019		2020		2019			2021		2020		2021		2020
Net Sales	Net Sales	$	1,336.4	$	1,439.2	$	4,287.4	$	4,238.3	Net Sales	$	1,589.8	$	1,336.4	$	4,531.1	$	4,287.4
Cost of goods sold	Cost of goods sold	899.6		977.1		2,940.3		2,898.4		Cost of goods sold	1,110.4		899.6		3,145.3		2,940.3
Gross Profit	Gross Profit	436.8		462.1		1,347.1		1,339.9		Gross Profit	479.4		436.8		1,385.8		1,347.1
Selling, general and administrative expenses	Selling, general and administrative expenses	224.2		223.2		704.5		666.1		Selling, general and administrative expenses	231.9		224.2		732.4		704.5
Amortization of intangible assets	Amortization of intangible assets	40.1		40.3		120.2		121.0		Amortization of intangible assets	53.7		40.1		152.8		120.2
Gain on sale of business		—		—		—		(127.3)
Other operating expenses, net		0.4		0.4		0.8		1.7

Other operating (income) expenses, net										Other operating (income) expenses, net	(12.7)		0.4		(17.3)		0.8
Operating Profit	Operating Profit	172.1		198.2		521.6		678.4		Operating Profit	206.5		172.1		517.9		521.6
Interest expense, net	Interest expense, net	96.4		85.6		293.3		230.5		Interest expense, net	91.9		96.4		283.3		293.3
Loss on extinguishment of debt, net		—		—		72.9		6.1
Expense on swaps, net		29.2		86.2		192.4		200.9
Loss on extinguishment and refinancing of debt, net										Loss on extinguishment and refinancing of debt, net	0.1		0		94.8		72.9
Expense (income) on swaps, net										Expense (income) on swaps, net	121.6		29.2		(105.6)		192.4
Other income, net	Other income, net	(3.1)		(3.7)		(9.6)		(11.1)		Other income, net	(2.9)		(3.1)		(19.8)		(9.6)
Earnings (Loss) before Income Taxes and Equity Method Loss		49.6		30.1		(27.4)		252.0
(Loss) Earnings before Income Taxes and Equity Method Loss										(Loss) Earnings before Income Taxes and Equity Method Loss	(4.2)		49.6		265.2		(27.4)
Income tax expense (benefit)	Income tax expense (benefit)	5.0		7.4		(11.7)		39.6		Income tax expense (benefit)	28.5		5.0		81.2		(11.7)
Equity method loss, net of tax	Equity method loss, net of tax	4.2		6.2		22.6		25.7		Equity method loss, net of tax	11.6		4.2		26.5		22.6
Net Earnings (Loss) Including Noncontrolling Interests		40.4		16.5		(38.3)		186.7
Net (Loss) Earnings Including Noncontrolling Interests										Net (Loss) Earnings Including Noncontrolling Interests	(44.3)		40.4		157.5		(38.3)
Less: Net earnings attributable to noncontrolling interests	Less: Net earnings attributable to noncontrolling interests	4.4		0.3		17.9		0.9		Less: Net earnings attributable to noncontrolling interests	10.0		4.4		20.7		17.9
Net Earnings (Loss)		36.0		16.2		(56.2)		185.8
Less: Preferred stock dividends		—		—		—		3.0
Net Earnings (Loss) Available to Common Shareholders		$	36.0	$	16.2	$	(56.2)	$	182.8
Net (Loss) Earnings										Net (Loss) Earnings	$	(54.3)	$	36.0	$	136.8	$	(56.2)

Earnings (Loss) per Common Share:

(Loss) Earnings per Common Share:										(Loss) Earnings per Common Share:
Basic	Basic	$	0.53	$	0.22	$	(0.81)	$	2.61	Basic	$	(0.95)	$	0.53	$	2.02	$	(0.81)
Diluted	Diluted	$	0.52	$	0.21	$	(0.81)	$	2.47	Diluted	$	(0.95)	$	0.52	$	1.99	$	(0.81)

Weighted-Average Common Shares Outstanding:	Weighted-Average Common Shares Outstanding:									Weighted-Average Common Shares Outstanding:
Basic	Basic	68.1		73.3		69.4		70.1		Basic	63.7		68.1		64.5		69.4
Diluted	Diluted	69.2		75.4		69.4		75.3		Diluted	63.7		69.2		65.6		69.4

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

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POST HOLDINGS, INC.

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

(in millions)

Three Months Ended
June 30, Nine Months Ended
June 30,
2020 2019 2020 2019
Net Earnings (Loss) Including Noncontrolling Interests $ 40.4 $ 16.5 $ (38.3) $ 186.7
Pension and postretirement benefits adjustments:
Reclassifications to net earnings (loss) (0.6) (1.2) (1.6) (3.5)
Hedging adjustments:
Net gain on derivatives — 13.6 22.5 26.1
Reclassifications to net earnings (loss) 0.6 (0.4) 7.6 (30.9)
Foreign currency translation adjustments:
Unrealized foreign currency translation adjustments (4.7) (41.0) 0.9 (43.5)
Reclassifications to net earnings (loss) (see Note 4) — — — 42.1
Tax benefit (expense) on other comprehensive income:
Pension and postretirement benefits adjustments:
Reclassifications to net earnings (loss) 0.3 0.3 0.5 0.8
Hedging adjustments:
Net gain/loss on derivatives — (2.8) (5.4) 2.3
Reclassifications to net earnings (loss) (0.1) 0.1 (1.7) 7.6
Total Other Comprehensive (Loss) Income Including Noncontrolling Interests (4.5) (31.4) 22.8 1.0
Less: Comprehensive income attributable to noncontrolling interests 4.5 0.2 15.0 1.1
Total Comprehensive Income (Loss) $ 31.4 $ (15.1) $ (30.5) $ 186.6


	Three Months Ended June 30,				Nine Months Ended June 30,
	2021		2020		2021		2020
Net (Loss) Earnings Including Noncontrolling Interests	$	(44.3)	$	40.4	$	157.5	$	(38.3)
Pension and postretirement benefits adjustments:

Reclassifications to net (loss) earnings	(0.1)		(0.6)		(0.5)		(1.6)

Hedging adjustments:
Net gain on derivatives	0		0		0		22.5
Reclassifications to net (loss) earnings	0.6		0.6		1.7		7.6

Foreign currency translation adjustments:
Unrealized foreign currency translation adjustments	10.8		(4.7)		126.4		0.9

Tax (expense) benefit on other comprehensive income:
Pension and postretirement benefits adjustments:
Reclassifications to net (loss) earnings	0.1		0.3		0.3		0.5
Hedging adjustments:
Net gain on derivatives	0		0		0		(5.4)
Reclassifications to net (loss) earnings	(0.2)		(0.1)		(0.4)		(1.7)
Total Other Comprehensive Income (Loss) Including Noncontrolling Interests	11.2		(4.5)		127.5		22.8
Less: Comprehensive income attributable to noncontrolling interests	10.4		4.5		21.3		15.0
Total Comprehensive (Loss) Income	$	(43.5)	$	31.4	$	263.7	$	(30.5)

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

Table of Contents

POST HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions)


		June 30, 2020		September 30, 2019			June 30, 2021		September 30, 2020
ASSETS	ASSETS									ASSETS
Current Assets	Current Assets					Current Assets
Cash and cash equivalents	Cash and cash equivalents	$	1,043.6	$	1,050.7	Cash and cash equivalents	$	775.9	$	1,187.9
Restricted cash	Restricted cash	11.1		3.8		Restricted cash	6.4		5.5
Receivables, net	Receivables, net	419.5		445.1		Receivables, net	562.9		441.6
Inventories	Inventories	609.6		579.8		Inventories	670.1		599.4

Prepaid expenses and other current assets	Prepaid expenses and other current assets	48.5		46.9		Prepaid expenses and other current assets	83.9		53.4
Total Current Assets	Total Current Assets	2,132.3		2,126.3		Total Current Assets	2,099.2		2,287.8
Property, net	Property, net	1,721.8		1,736.0		Property, net	1,846.3		1,779.7
Goodwill	Goodwill	4,401.4		4,399.8		Goodwill	4,597.1		4,438.6
Other intangible assets, net	Other intangible assets, net	3,219.5		3,338.5		Other intangible assets, net	3,197.9		3,197.5
Equity method investments	Equity method investments	122.3		145.5		Equity method investments	88.2		114.1

Investments held in trust						Investments held in trust	345.0		0
Other assets	Other assets	330.4		205.5		Other assets	388.7		329.0
Total Assets	Total Assets	$	11,927.7	$	11,951.6	Total Assets	$	12,562.4	$	12,146.7

LIABILITIES AND SHAREHOLDERS’ EQUITY	LIABILITIES AND SHAREHOLDERS’ EQUITY									LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities	Current Liabilities					Current Liabilities
Current portion of long-term debt	Current portion of long-term debt	$	36.1	$	13.5	Current portion of long-term debt	$	115.6	$	64.9
Accounts payable	Accounts payable	314.6		395.6		Accounts payable	440.9		367.9

Other current liabilities	Other current liabilities	397.3		393.8		Other current liabilities	374.4		541.6
Total Current Liabilities	Total Current Liabilities	748.0		802.9		Total Current Liabilities	930.9		974.4
Long-term debt	Long-term debt	6,776.9		7,066.0		Long-term debt	6,932.1		6,959.0
Deferred income taxes	Deferred income taxes	767.3		688.5		Deferred income taxes	879.2		784.5

Other liabilities	Other liabilities	755.9		456.9		Other liabilities	682.4		599.8
Total Liabilities	Total Liabilities	9,048.1		9,014.3		Total Liabilities	9,424.6		9,317.7
Redeemable noncontrolling interest						Redeemable noncontrolling interest	305.0		0
Shareholders’ Equity						Shareholders’ Equity

Shareholders’ Equity
Preferred stock		—		—
Common stock	Common stock	0.8		0.8		Common stock	0.8		0.8
Additional paid-in capital	Additional paid-in capital	4,218.0		3,734.8		Additional paid-in capital	4,249.2		4,182.9
Retained earnings	Retained earnings	151.6		207.8		Retained earnings	310.1		208.6
Accumulated other comprehensive loss		(71.1)		(96.8)
Accumulated other comprehensive income (loss)						Accumulated other comprehensive income (loss)	97.6		(29.3)
Treasury stock, at cost	Treasury stock, at cost	(1,383.0)		(920.7)		Treasury stock, at cost	(1,823.8)		(1,508.5)
Total Shareholders’ Equity Excluding Noncontrolling Interests	Total Shareholders’ Equity Excluding Noncontrolling Interests	2,916.3		2,925.9		Total Shareholders’ Equity Excluding Noncontrolling Interests	2,833.9		2,854.5
Noncontrolling interests	Noncontrolling interests	(36.7)		11.4		Noncontrolling interests	(1.1)		(25.5)
Total Shareholders’ Equity	Total Shareholders’ Equity	2,879.6		2,937.3		Total Shareholders’ Equity	2,832.8		2,829.0
Total Liabilities and Shareholders’ Equity	Total Liabilities and Shareholders’ Equity	$	11,927.7	$	11,951.6	Total Liabilities and Shareholders’ Equity	$	12,562.4	$	12,146.7

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

Table of Contents

POST HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in millions)


		Nine Months Ended June 30,							Nine Months Ended June 30,
		2020		2019			2021		2020
Cash Flows from Operating Activities	Cash Flows from Operating Activities					Cash Flows from Operating Activities
Net (Loss) Earnings Including Noncontrolling Interests		$	(38.3)	$	186.7
Adjustments to reconcile net (loss) earnings including noncontrolling interests to net cash provided by operating activities:
Net Earnings (Loss) Including Noncontrolling Interests						Net Earnings (Loss) Including Noncontrolling Interests	$	157.5	$	(38.3)
Adjustments to reconcile net earnings (loss) including noncontrolling interests to net cash provided by operating activities:						Adjustments to reconcile net earnings (loss) including noncontrolling interests to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	274.5		288.1		Depreciation and amortization	316.9		274.5
Unrealized loss on interest rate swaps		155.1		200.5
Gain on sale of business		—		(127.3)
Loss on extinguishment of debt, net		72.9		6.1
Unrealized (gain) loss on interest rate swaps, foreign exchange contracts and warrant liabilities, net						Unrealized (gain) loss on interest rate swaps, foreign exchange contracts and warrant liabilities, net	(136.6)		155.1

Loss on extinguishment and refinancing of debt, net						Loss on extinguishment and refinancing of debt, net	94.8		72.9

Non-cash stock-based compensation expense	Non-cash stock-based compensation expense	37.2		28.4		Non-cash stock-based compensation expense	41.9		37.2
Equity method loss, net of tax	Equity method loss, net of tax	22.6		25.7		Equity method loss, net of tax	26.5		22.6
Deferred income taxes	Deferred income taxes	(61.8)		(39.7)		Deferred income taxes	67.7		(61.8)
Other, net	Other, net	7.4		3.4		Other, net	(14.6)		7.4
Other changes in operating assets and liabilities:
Decrease (increase) in receivables, net		31.5		(8.1)
Other changes in operating assets and liabilities, net of business acquisitions:						Other changes in operating assets and liabilities, net of business acquisitions:
(Increase) decrease in receivables, net						(Increase) decrease in receivables, net	(120.0)		31.5
Increase in inventories	Increase in inventories	(30.1)		(77.4)		Increase in inventories	(19.0)		(30.1)
(Increase) decrease in prepaid expenses and other current assets		(7.6)		14.3
(Increase) decrease in other assets		(17.5)		1.4
Decrease in accounts payable and other current liabilities		(43.9)		(1.1)
Increase in prepaid expenses and other current assets						Increase in prepaid expenses and other current assets	(44.5)		(7.6)
Increase in other assets						Increase in other assets	(11.5)		(17.5)
Increase (decrease) in accounts payable and other current liabilities						Increase (decrease) in accounts payable and other current liabilities	18.8		(43.9)
Increase in non-current liabilities	Increase in non-current liabilities	6.4		3.8		Increase in non-current liabilities	17.4		6.4
Net Cash Provided by Operating Activities	Net Cash Provided by Operating Activities	408.4		504.8		Net Cash Provided by Operating Activities	395.3		408.4

Cash Flows from Investing Activities	Cash Flows from Investing Activities					Cash Flows from Investing Activities

Business acquisitions, net of cash acquired						Business acquisitions, net of cash acquired	(290.3)		0
Additions to property	Additions to property	(160.0)		(202.7)		Additions to property	(142.7)		(160.0)

Proceeds from sale of property and assets held for sale	Proceeds from sale of property and assets held for sale	2.5		2.1		Proceeds from sale of property and assets held for sale	19.0		2.5
Proceeds from sale of business		—		266.8

Insurance proceeds on property losses	Insurance proceeds on property losses	10.0		—		Insurance proceeds on property losses	9.5		10.0
Purchases of equity securities						Purchases of equity securities	(5.0)		0
Sale of equity securities						Sale of equity securities	34.2		0
Investments in partnerships						Investments in partnerships	(17.1)		0
Investment of subsidiary initial public offering proceeds into trust account						Investment of subsidiary initial public offering proceeds into trust account	(345.0)		0
Cross-currency swap cash settlements	Cross-currency swap cash settlements	52.7		30.5		Cross-currency swap cash settlements	0		52.7

Net Cash (Used in) Provided by Investing Activities		(94.8)		96.7
Net Cash Used in Investing Activities						Net Cash Used in Investing Activities	(737.4)		(94.8)

Cash Flows from Financing Activities	Cash Flows from Financing Activities					Cash Flows from Financing Activities
Proceeds from issuance of long-term debt	Proceeds from issuance of long-term debt	3,848.0		—		Proceeds from issuance of long-term debt	1,820.0		3,848.0

Repayments of long-term debt	Repayments of long-term debt	(4,130.3)		(919.1)		Repayments of long-term debt	(1,803.3)		(4,130.3)

Payments to appraisal rights holders	Payments to appraisal rights holders	(3.8)		(253.6)		Payments to appraisal rights holders	0		(3.8)
Purchases of treasury stock	Purchases of treasury stock	(469.0)		(84.7)		Purchases of treasury stock	(322.7)		(469.0)
Payments of preferred stock dividends		—		(4.0)

Proceeds from initial public offering	Proceeds from initial public offering	524.4		—		Proceeds from initial public offering	305.0		524.4
Payment of initial public offering costs						Payment of initial public offering costs	(7.1)		0
Payments of debt issuance costs and deferred financing fees	Payments of debt issuance costs and deferred financing fees	(40.8)		(8.7)		Payments of debt issuance costs and deferred financing fees	(16.8)		(40.8)
Refund of debt issuance costs	Refund of debt issuance costs	15.3		7.8		Refund of debt issuance costs	0		15.3
Payments of premiums on debt extinguishment		(49.8)		—
Proceeds from exercises of stock awards		3.9		41.5
Payments of debt premiums and refinancing fees						Payments of debt premiums and refinancing fees	(75.9)		(49.8)

Cash received from share repurchase contracts						Cash received from share repurchase contracts	47.5		0
Other, net	Other, net	(11.8)		(7.5)		Other, net	(21.9)		(7.9)
Net Cash Used in Financing Activities	Net Cash Used in Financing Activities	(313.9)		(1,228.3)		Net Cash Used in Financing Activities	(75.2)		(313.9)
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash	Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash	0.5		(1.2)		Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash	6.2		0.5
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash		0.2		(628.0)
Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash						Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash	(411.1)		0.2
Cash, Cash Equivalents and Restricted Cash, Beginning of Year	Cash, Cash Equivalents and Restricted Cash, Beginning of Year	1,054.5		994.5		Cash, Cash Equivalents and Restricted Cash, Beginning of Year	1,193.4		1,054.5
Cash, Cash Equivalents and Restricted Cash, End of Period	Cash, Cash Equivalents and Restricted Cash, End of Period	$	1,054.7	$	366.5	Cash, Cash Equivalents and Restricted Cash, End of Period	$	782.3	$	1,054.7

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

Table of Contents

POST HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)

(in millions)


		As Of and For The Three Months Ended June 30,						As Of and For The Nine Months Ended June 30,							As Of and For The Three Months Ended June 30,				As Of and For The Nine Months Ended June 30,
		2020		2019		2020		2019			2021		2020		2021		2020
Preferred Stock
Beginning and end of period		$	—	$	—	$	—	$	—

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

Additional Paid-in Capital	Additional Paid-in Capital									Additional Paid-in Capital
Beginning of period	Beginning of period	4,207.0		3,643.1		3,734.8		3,590.9		Beginning of period	4,237.7		4,207.0		4,182.9		3,734.8

Activity under stock and deferred compensation plans	Activity under stock and deferred compensation plans	(0.9)		—		(7.9)		34.2		Activity under stock and deferred compensation plans	(1.5)		(0.9)		(19.7)		(7.9)
Non-cash stock-based compensation expense	Non-cash stock-based compensation expense	11.9		10.3		35.5		28.4		Non-cash stock-based compensation expense	13.0		11.9		38.5		35.5
Cash received from share repurchase contracts										Cash received from share repurchase contracts	0		0		47.5		0
Initial public offering, net of tax	Initial public offering, net of tax	—		—		455.6		—		Initial public offering, net of tax	0		0		0		455.6
Preferred stock conversion		—		—		—		(0.1)

End of period	End of period	4,218.0		3,653.4		4,218.0		3,653.4		End of period	4,249.2		4,218.0		4,249.2		4,218.0
Retained Earnings	Retained Earnings									Retained Earnings
Beginning of period	Beginning of period	115.6		252.7		207.8		88.0		Beginning of period	399.7		115.6		208.6		207.8
Net earnings (loss)		36.0		16.2		(56.2)		185.8
Adoption of accounting standards update		—		—		—		(0.9)
Preferred stock dividends declared		—		—		—		(4.0)
Net (loss) earnings										Net (loss) earnings	(54.3)		36.0		136.8		(56.2)

Post Holdings Partnering Corporation deemed dividend										Post Holdings Partnering Corporation deemed dividend	(35.3)		0		(35.3)		0
End of period	End of period	151.6		268.9		151.6		268.9		End of period	310.1		151.6		310.1		151.6
Accumulated Other Comprehensive Loss	Accumulated Other Comprehensive Loss																	Accumulated Other Comprehensive Loss
Retirement Benefit Adjustments, net of tax	Retirement Benefit Adjustments, net of tax									Retirement Benefit Adjustments, net of tax
Beginning of period	Beginning of period	25.8		36.1		26.6		37.9		Beginning of period	(4.5)		25.8		(4.3)		26.6
Net change in retirement benefits, net of tax	Net change in retirement benefits, net of tax	(0.3)		(0.9)		(1.1)		(2.7)		Net change in retirement benefits, net of tax	0		(0.3)		(0.2)		(1.1)
End of period	End of period	25.5		35.2		25.5		35.2		End of period	(4.5)		25.5		(4.5)		25.5
Hedging Adjustments, net of tax	Hedging Adjustments, net of tax									Hedging Adjustments, net of tax
Beginning of period	Beginning of period	69.8		32.0		44.5		37.4		Beginning of period	70.9		69.8		70.3		44.5
Net change in hedges, net of tax	Net change in hedges, net of tax	0.3		10.5		25.6		5.1		Net change in hedges, net of tax	0.2		0.3		0.8		25.6
End of period	End of period	70.1		42.5		70.1		42.5		End of period	71.1		70.1		71.1		70.1
Foreign Currency Translation Adjustments	Foreign Currency Translation Adjustments									Foreign Currency Translation Adjustments
Beginning of period	Beginning of period	(162.1)		(75.1)		(167.9)		(114.7)		Beginning of period	20.4		(162.1)		(95.3)		(167.9)
Foreign currency translation adjustments	Foreign currency translation adjustments	(4.6)		(41.0)		1.2		(1.4)		Foreign currency translation adjustments	10.6		(4.6)		126.3		1.2
End of period	End of period	(166.7)		(116.1)		(166.7)		(116.1)		End of period	31.0		(166.7)		31.0		(166.7)
Treasury Stock	Treasury Stock									Treasury Stock
Beginning of period	Beginning of period	(1,349.8)		(655.7)		(920.7)		(589.9)		Beginning of period	(1,823.8)		(1,349.8)		(1,508.5)		(920.7)
Purchases of treasury stock	Purchases of treasury stock	(33.2)		(22.9)		(462.3)		(88.7)		Purchases of treasury stock	0		(33.2)		(315.3)		(462.3)
End of period	End of period	(1,383.0)		(678.6)		(1,383.0)		(678.6)		End of period	(1,823.8)		(1,383.0)		(1,823.8)		(1,383.0)
Total Shareholders’ Equity Excluding Noncontrolling Interests	Total Shareholders’ Equity Excluding Noncontrolling Interests	2,916.3		3,206.1		2,916.3		3,206.1		Total Shareholders’ Equity Excluding Noncontrolling Interests	2,833.9		2,916.3		2,833.9		2,916.3
Noncontrolling Interests	Noncontrolling Interests									Noncontrolling Interests
Beginning of period	Beginning of period	(41.9)		11.0		11.4		10.1		Beginning of period	(14.2)		(41.9)		(25.5)		11.4
Initial public offering	Initial public offering	—		—		(64.9)		—		Initial public offering	0		0		0		(64.9)
Net earnings attributable to noncontrolling interests	Net earnings attributable to noncontrolling interests	4.4		0.3		17.9		0.9		Net earnings attributable to noncontrolling interests	11.5		4.4		22.2		17.9
Activity under deferred compensation plan		0.1		—		0.1		—
Activity under stock and deferred compensation plans										Activity under stock and deferred compensation plans	0		0.1		(0.8)		0.1
Distribution to noncontrolling interest										Distribution to noncontrolling interest	0		0		(1.0)		0
Non-cash stock-based compensation expense	Non-cash stock-based compensation expense	0.6		—		1.7		—		Non-cash stock-based compensation expense	1.2		0.6		3.4		1.7
Net change in hedges, net of tax	Net change in hedges, net of tax	0.2		—		(2.6)		—		Net change in hedges, net of tax	0.2		0.2		0.5		(2.6)
Foreign currency translation adjustments	Foreign currency translation adjustments	(0.1)		(0.1)		(0.3)		0.2		Foreign currency translation adjustments	0.2		(0.1)		0.1		(0.3)
End of period	End of period	(36.7)		11.2		(36.7)		11.2		End of period	(1.1)		(36.7)		(1.1)		(36.7)
Total Shareholders’ Equity	Total Shareholders’ Equity	$	2,879.6	$	3,217.3	$	2,879.6	$	3,217.3	Total Shareholders’ Equity	$	2,832.8	$	2,879.6	$	2,832.8	$	2,879.6

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 (“U.S.”) 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.

~~On October 21, 2019, BellRing Brands, Inc. (“BellRing”), a subsidiary~~The Company completed its acquisitions of the ~~Company, closed its initial public offering (the “IPO”~~Egg Beaters brand (“Egg Beaters”) ~~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~~and the ~~underwriters’ exercise in full of their option to purchase up to an additional 5.1 shares of Class A Common Stock.~~Peter Pan nut butterbrand (“Peter Pan”) on May 27, 2021 and January 25, 2021, respectively. The ~~IPO~~quarter close date for both Egg Beaters and Peter Pan was ~~completed at an offering price of $14.00 per share and BellRing received net proceeds from~~June 27, 2021. As the ~~IPO of $524.4, after deducting underwriting discounts and commissions. As a result of the IPO and certain other transactions completed in connection~~amounts associated with the IPO (the “formation transactions”), BellRing is a publicly-traded company whose Class A Common Stock is traded on the New York Stock Exchange under the ticker symbol “BRBR”. BellRing is a holding company of BellRing Brands, LLC, a Delaware limited liability company (“BellRing LLC”), owning 28.8% of its non-voting membership units (the “BellRing LLC units”). Post owns 71.2% of the BellRing LLC units and one share of BellRing’s Class B common stock, $0.01 par value per share (the “Class B Common Stock” and, collectively with the Class A Common Stock, the “BellRing Common Stock”). The Class B Common Stock has voting rights but no 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 ~~$0.1 and $2.5~~ du~~ring the~~additional three and nine months ended June 30, 2020, respectively, and $1.1 and $4.0 during the three and nine months ended June 30, 2019, 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~~days are immaterial, results of ~~BellRing and its subsidiaries were consolidated within~~these entities have not been adjusted to conform with 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.fiscal calendar.

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 related 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

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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 that reference LIBOR.~~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 ~~replaces~~replaced the ~~current~~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. This ASU is effective for annual periods beginning after December 15, 2019 and interim periods therein (i.e., Post’s financial statements for the year ending September 30, 2021), with early adoption permitted. The Company ~~is currently evaluating the impact of adopting this ASU; however, the impact to the Company’s financial statements is not likely to be material.~~

~~Recently Adopted~~

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” This ASU simplifies the accounting for income taxes by removing certain exceptions for recognizing deferred taxes for investments, performing intra-period allocations and calculating income taxes in interim periods. The Company early adopted this ASU ason October 1, 2020. In conjunction with the adoption of ~~June 30, 2020 on a prospective basis, as permitted by~~this ASU, the ~~ASU.~~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.~~statements and related disclosures.

~~In February 2016,~~

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

Post Holdings Partnering Corporation

On May 28, 2021, the ~~FASB~~Company and Post Holdings Partnering Corporation, a newly formed special purpose acquisition company incorporated as a Delaware corporation (“PHPC”), consummated the initial public offering of 30.0 units of PHPC (the “PHPC Units”). On June 3, 2021, PHPC issued ~~ASU 2016-02, “Leases (Topic 842)~~an additional 4.5 PHPC Units pursuant to the underwriters’ exercise in full of their over-allotment option. The term “PHPC IPO” as used herein generally refers to the consummation of the initial public offering on May 28, 2021 and the underwriters’ exercise in full of their over-allotment option on June 3, 2021. Each PHPC Unit consists of one share of Series A common stock of PHPC, par value $0.0001 per share (“PHPC Series A Common Stock”), and one-third of one redeemable warrant of PHPC, each whole warrant entitling the holder thereof to purchase one share of PHPC Series A Common Stock at an exercise price of $11.50 per share (the “PHPC Warrants”).~~” This ASU requires~~ The PHPC Units were sold at a ~~company~~price of $10.00 per PHPC Unit, generating gross proceeds to ~~recognize right-of-use~~PHPC of $345.0. PHPC Sponsor, LLC, a wholly owned subsidiary of the Company (“~~ROU”~~PHPC Sponsor”), purchased 4.0 of the 30.0 PHPC Units in the initial public offering on May 28, 2021 for $40.0. The PHPC Units began trading on the New York Stock Exchange (the “NYSE”) ~~assets~~under the ticker symbol “PSPC.U” on May 26, 2021. As of July 16, 2021, holders of the PHPC Units may elect to separately trade their shares of PHPC Series A Common Stock and ~~lease liabilities~~PHPC Warrants, with the shares of PHPC Series A Common Stock and the PHPC Warrants listed on ~~its balance sheet~~the NYSE under the symbols “PSPC” 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~~“PSPC WS”, respectively. Under the terms of the PHPC IPO, PHPC is required to ~~disclose qualitative and quantitative information about leasing arrangements to enable~~consummate a ~~user~~partnering transaction within 24 months (or 27 months under certain circumstances) of the ~~financial statements~~completion of the PHPC IPO.

Substantially concurrently with the closing of the initial public offering on May 28, 2021, PHPC completed the private sale of 1.0 units of PHPC (the “PHPC Private Placement Units”), at a purchase price of $10.00 per PHPC Private Placement Unit, to ~~assess~~PHPC Sponsor, and in connection with the ~~amount, timing and uncertainty~~underwriters’ exercise in full of ~~cash flows arising from leases. In July 2018, the FASB issued ASU 2018-11, “Leases (Topic 842): Targeted Improvements.” This ASU provides~~their option to purchase additional PHPC Units, PHPC Sponsor purchased an additional ~~transition method by allowing entities~~0.1 PHPC Private Placement Units, generating proceeds to ~~initially apply~~PHPC of $10.9 (the “PHPC Private Placement”). The PHPC Private Placement Units sold in the ~~new lease standard at the date of adoption with a cumulative effect adjustment~~PHPC Private Placement are identical to the ~~opening balance of retained earnings~~PHPC Units sold in the ~~period~~PHPC IPO, except that, with respect to the warrants underlying the PHPC Private Placement Units (the “PHPC Private Placement Warrants”) that are held by PHPC Sponsor or its permitted transferees, such PHPC Private Placement Warrants (i) may be exercised for cash or on a cashless basis, (ii) are not subject to being called for redemption (except in certain circumstances when the PHPC Warrants are called for redemption and a certain price per share of ~~adoption. This ASU also gives lessors~~PHPC Series A Common Stock threshold is met) and (iii) subject to certain limited exceptions, will be subject to transfer restrictions until 30 days following the ~~option~~consummation of ~~electing, as a practical expedient~~PHPC’s partnering transaction. If the PHPC Private Placement Warrants are held by ~~class of underlying asset, not to separate~~holders other than PHPC Sponsor or its permitted transferees, the ~~lease~~PHPC Private Placement Warrants will be redeemable by PHPC in all redemption scenarios and ~~non-lease components of a contract when those lease contracts meet certain criteria. The Company adopted these ASUs on October 1, 2019, as required~~exercisable by ~~these 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,~~holders on the ~~balance sheet at October 1, 2019. The adoption of these ASUs did not materially impact~~same basis as the ~~statements of operations or cash flows.~~ PHPC Warrants.

In addition, the Company, ~~provides expanded disclosures related to its leasing arrangements~~through PHPC Sponsor’s ownership of 8.6 shares of Series F common stock of PHPC, par value $0.0001 per share, has certain governance rights in ~~accordance with these ASUs. For additional information, refer to Note 15.~~

~~NOTE 3 — RESTRUCTURING~~PHPC.

In ~~February 2018,~~connection with 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 closurecompletion of the ~~facility was completed~~initial public offering on May 28, 2021, PHPC also entered into a forward purchase agreement with PHPC Sponsor (the “Forward Purchase Agreement”), providing for the purchase by PHPC Sponsor, at ~~September 30, 2019. Final cash payments for employee-related costs were made in~~ the ~~first quarter~~election of ~~fiscal 2020. No additional restructuring costs have been or are expected~~PHPC, of up to ~~be incurred in fiscal 2020. For additional information on assets held for sale related~~10.0 units of PHPC (the “PHPC Forward Purchase Units”), subject to the ~~closure, see Note 4.~~terms and conditions of the Forward Purchase Agreement, with each PHPC Forward Purchase Unit consisting of one share of PHPC’s Series B common stock, par value of $0.0001 per share, and one-third of one warrant to purchase one share of PHPC Series A Common Stock, for a purchase price of $10.00 per PHPC Forward Purchase Unit, in an aggregate amount of up to $100.0 in a private placement to occur concurrently with the closing of PHPC’s partnering transaction.

In determining the accounting treatment of the Company’s equity interest in PHPC, management concluded that PHPC is a variable interest entity (“VIE”) as defined by Accounting Standards Codification (“ASC”) Topic 810, “Consolidation.” A VIE is an entity in which equity investors at risk lack the characteristics of a controlling financial interest. VIEs are consolidated by the primary beneficiary, the party who has both the power to direct the activities of a VIE that most significantly impact the entity’s economic performance, as well as the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the entity. PHPC Sponsor is the primary beneficiary of PHPC as it has, through its equity interest, the right to receive benefits or the obligation to absorb losses from PHPC, as well as the power to direct a majority of the activities that significantly impact PHPC’s economic performance, including target identification. As such, PHPC is fully consolidated into the Company’s financial statements.

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~~Restructuring charges~~Proceeds of $345.0 were deposited in a trust account established for the benefit of PHPC’s public stockholders consisting of certain proceeds from the PHPC IPO and certain proceeds from the ~~related liabilities are shown~~PHPC Private Placement, net of underwriters’ discounts and commissions and other costs and expenses. A minimum balance of $345.0, representing the number of PHPC Units sold at the offering price of $10.00 per PHPC Unit, is required by the underwriting agreement to be maintained in the ~~following table.~~

Employee-Related Costs Accelerated Depreciation Total
Balance, September 30, 2018 $ 2.7 $ — $ 2.7
Charge to expense 2.7 7.8 10.5
Cash payments (1.4) — (1.4)
Non-cash charges — (7.8) (7.8)
Balance, June 30, 2019 $ 4.0 $ — $ 4.0
Balance, September 30, 2019 $ 0.1 $ — $ 0.1
Cash payments (0.1) — (0.1)
Balance, June 30, 2020 $ — $ — $ —
Total expected restructuring charges $ 4.9 $ 9.9 $ 14.8
Cumulative restructuring charges incurred to date 4.9 9.9 14.8
Remaining expected restructuring charges $ — $ — $ —

trust account. These proceeds will be invested only in U.S. treasury securities. In connection with the ~~three and nine months ended June 30, 2019,~~trust account, the Company ~~incurred total restructuring charges~~reported “Investments held in trust” of $4.7 and $10.5, respectively. Employee-related costs were included in “Selling, general and administrative expenses” and accelerated depreciation expense was included in “Cost of goods sold” in$345.0 on the Condensed Consolidated ~~Statements~~Balance Sheet at June 30, 2021 and “Investment of ~~Operations. These expenses are not included in~~subsidiary initial public offering proceeds into trust account” on the ~~measure~~Condensed Consolidated Statement of ~~segment performance (see Note 19).~~

~~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 companyCash Flows 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 16). During the nine months ended June 30, ~~2019,~~2021.

The public stockholders’ ownership of PHPC equity represents a noncontrolling interest (“NCI”) to the Company, ~~recorded a gain~~which is classified outside of ~~$127.3 (adjusted~~permanent shareholders’ equity as the PHPC Series A Common Stock is redeemable at the option of the public stockholders in certain circumstances. The carrying amount of the redeemable NCI is equal to ~~$126.6~~the greater of (i) the initial carrying amount, increased or decreased for the ~~full year ended September~~redeemable NCI’s share of PHPC’s net income or loss, other comprehensive income or loss (“OCI”) and distributions or (ii) the redemption value. The public stockholders of PHPC Series A Common Stock will be entitled in certain circumstances to redeem their shares of PHPC Series A Common Stock for a pro rata portion of the amount in the trust account at $10.00 per share of PHPC Series A Common Stock held, plus any pro rata interest earned on the funds held in the trust account and not previously released to PHPC to pay income taxes. As of June 30, ~~2019) related~~2021, the carrying amount of the redeemable NCI was recorded at its redemption value of $305.0. Remeasurements to the ~~8th Avenue Transactions, which was reported~~redemption value of the redeemable NCI are recognized as ~~“Gain~~a deemed dividend and are recorded to “Retained earnings” on ~~sale of business” in~~ the Condensed Consolidated Statement of Operations. The gain recorded in the nine months ended June 30, 2019 included foreign exchange losses previously recorded in accumulated other comprehensive income (loss) (“OCI”) of $42.1. Balance Sheet.

In connection with the ~~8th Avenue Transactions,~~PHPC IPO, PHPC incurred offering costs of $17.9, of which $16.9 was recorded to the ~~Company incurred transaction-related expenses of $9.9 during the nine months ended June 30, 2019. These expenses generally included third party costs for advisory services~~redeemable NCI and ~~transaction success fees, and were recorded as~~$1.0 was reported in “Selling, general and administrative expenses” in the Condensed Consolidated ~~Statement~~Statements of ~~Operations. No such gain or loss or transaction-related expenses were recorded during~~Operations for the three orand nine months ended June 30, ~~2020.~~

~~Amounts Held For Sale~~

~~In connection with~~2021. Of the ~~closure of~~$17.9 offering costs incurred, $10.7 were deferred underwriting commissions that will become payable to the ~~Company’s Post Consumer Brands RTE cereal manufacturing facility~~underwriters solely in ~~Clinton, Massachusetts (see Note 3),~~ the ~~Company had~~event that PHPC completes a manufacturing plant (the “Clinton Plant”) classified as held for sale with a book value of $6.0 and $8.4 at June 30, 2020 and September 30, 2019, respectively. The Company sold a portion of the Clinton Plant in March 2020. Additionally, the Company had land and a building with a combined book value of $1.5 classified as held for sale at its Post Consumer Brands RTE cereal manufacturing facility in Asheboro, North Carolina (the “Asheboro Facility”) at both June 30, 2020 and September 30, 2019. In accordance with Accounting Standards Codification (“ASC”) Topic 360, “Property, Plant, and Equipment,” these assets held for sale were classified as current,partnering transaction and were ~~reported as “Prepaid expenses and other current assets”~~included in “Other liabilities” on the Condensed Consolidated Balance ~~Sheets.~~

~~There were no held for sale gains or losses recorded in the three or nine months ended~~Sheet at June 30, ~~2020. A gain of $0.6 was recorded related to~~2021. Additionally, the ~~sale~~initial valuation of the ~~Company’s Post Consumer Brands RTE cereal warehouse in Clinton, Massachusetts during~~PHPC Warrants of $16.9 was also recorded to redeemable NCI. For additional information on the ~~nine months ended~~financial statement impacts of the PHPC Warrants, see Notes 13 and 14.

As of June 30, ~~2019 and was included in “Other operating expenses, net” in the Condensed Consolidated Statement of Operations. Related to the 8th Avenue Transactions,~~2021, the Company ~~recorded a gain~~beneficially owned 31.0% of ~~$127.3 during~~ the ~~nine months ended June 30, 2019 (adjusted~~equity of PHPC and the net income and net assets of PHPC were consolidated within the Company’s financial statements. The remaining 69.0% of the consolidated net income and net assets of PHPC, representing the percentage of economic interest in PHPC held by the public stockholders of PHPC through their ownership of PHPC equity, were allocated to ~~$126.6 for~~redeemable NCI. All transactions between PHPC and PHPC Sponsor, as well as related financial statement impacts, eliminate in consolidation.

The following table summarizes the ~~full year ended September 30, 2019), which was reported as “Gain~~effects of changes in ownership of PHPC on the Company’s equity:


	Three Months Ended June 30,				Nine Months Ended June 30,
	2021		2020		2021		2020

PHPC IPO offering costs	$	(16.9)	$	0	$	(16.9)	$	0
Initial valuation of PHPC Warrants	(16.9)		0		(16.9)		0
Net loss attributable to redeemable NCI	(1.5)		0		(1.5)		0

PHPC deemed dividend	$	(35.3)	$	0	$	(35.3)	$	0

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~~sale~~The following table summarizes the changes to the Company’s redeemable NCI. The period as of ~~business” in the Condensed Consolidated Statement of Operations,~~ and ~~a held~~ for ~~sale loss of $2.6 in~~ the nine months ended June 30, ~~2019, which was included in “Loss on extinguishment~~2021 represents the period beginning May 28, 2021, the effective date of ~~debt, net” in~~ the ~~Condensed Consolidated Statement~~PHPC IPO, and ending June 30, 2021.


	As Of and For The Three Months Ended June 30,		As Of and For The Nine Months Ended June 30,
	2021		2021
Beginning of period	$	0	$	0
Impact of PHPC IPO (a)	271.2		271.2
Net loss	(1.5)		(1.5)
PHPC deemed dividend	35.3		35.3
End of period	$	305.0	$	305.0

(a)For the three and nine months ended June 30, 2021, the impact of ~~Operations (see Note 16).~~the PHPC IPO includes the value of PHPC Units owned by public stockholders of $305.0 less offering costs of $16.9 and the initial valuation of PHPC Warrants of $16.9.

~~NOTE 5 — 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 “BellRing IPO”) of 39.4 shares of its Class A common stock, $0.01 par value per share (the “BellRing Class A Common Stock”). BellRing received net proceeds from the BellRing IPO of $524.4, after deducting underwriting discounts and commissions. As a result of the BellRing IPO and certain other transactions completed in connection with the BellRing IPO, BellRing became a publicly-traded company with the BellRing Class A Common Stock being traded on ~~October 21, 2019 (see Note 1)~~the NYSE under the ticker symbol “BRBR” and the holding company of BellRing Brands, LLC, a Delaware limited liability company (“BellRing LLC”), ~~the Company (other than~~owning 28.8% of BellRing ~~and its subsidiaries) owned~~LLC’s non-voting membership units (the “BellRing LLC units”), with Post 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 “BellRing Class B Common ~~Stock.~~Stock” and, collectively with the BellRing Class A Common Stock, the “BellRing Common Stock”). The BellRing Class B Common Stock has voting rights but no rights to dividends or other economic rights. For so long as ~~the Company~~Post or its affiliates (other than BellRing and its subsidiaries) directly ~~owns~~own more than 50% of the BellRing LLC units, the BellRing Class B Common Stock represents 67% of the combined voting power of the BellRing Common Stock, which provides the Company control over BellRing’s board of directors and results in the full consolidation of BellRing and its subsidiaries into the Company’s financial statements. The ~~remaining interest in BellRing’s consolidated net income and net assets will be allocated to NCI. The~~ BellRing LLC units held by the Company include a redemption feature that allows the Company to, at BellRing LLC’s option (as determined by its board of managers), redeem BellRing LLC units for either (i) BellRing 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 BellRing 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 BellRing 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 BellRing Class B Common Stock, will cast the remainder of votes to which the share of BellRing 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 June 30, 2021 and September 30, 2020, the Company (other than BellRing and its subsidiaries) 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 BellRing Class A Common Stock), were allocated to NCI.

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


	Nine Months Ended June 30, 2020


~~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~~	~~64.9~~
~~Decrease in additional paid-in capital related to tax effects of IPO~~	~~(133.7)~~
~~Net transfers from noncontrolling interest~~	$	~~455.6~~


	Three Months Ended June 30,				Nine Months Ended June 30,
	2021		2020		2021		2020


Increase in additional paid-in capital related to net proceeds from BellRing IPO	$	0	$	0	$	0	$	524.4
Increase in additional paid-in capital related to establishment of NCI	0		0		0		64.9
Decrease in additional paid-in capital related to tax effects of BellRing IPO	0		0		0		(133.7)
Net transfers from NCI	$	0	$	0	$	0	$	455.6

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 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.

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


		Three Months Ended June 30,									Nine Months Ended June 30,										Three Months Ended June 30,						Nine Months Ended June 30,
		2020			2019			2020			2019				2021			2020			2021			2020
8th Avenue’s net loss available to 8th Avenue’s common shareholders	8th Avenue’s net loss available to 8th Avenue’s common shareholders	$	(4.3)		$	(7.3)		$	(28.2)		$	(30.1)		8th Avenue’s net loss available to 8th Avenue’s common shareholders	$	(16.3)		$	(4.3)		$	(35.0)		$	(28.2)
		60.5		%	60.5		%	60.5		%	60.5		%		60.5		%	60.5		%	60.5		%	60.5		%
Equity method loss available to Post	Equity method loss available to Post	$	(2.6)		$	(4.4)		$	(17.1)		$	(18.2)		Equity method loss available to Post	$	(9.9)		$	(2.6)		$	(21.2)		$	(17.1)
Less: Amortization of basis difference, net of tax (a)	Less: Amortization of basis difference, net of tax (a)	1.7			1.8			5.1			7.2			Less: Amortization of basis difference, net of tax (a)	1.7			1.7			5.1			5.1
Equity method loss, net of tax	Equity method loss, net of tax	$	(4.3)		$	(6.2)		$	(22.2)		$	(25.4)		Equity method loss, net of tax	$	(11.6)		$	(4.3)		$	(26.3)		$	(22.2)

(a)The Company adjusted the historical basis of 8th Avenue’s assets and liabilities to fair value and recognized a basis difference of $70.3. The basis difference related to ~~inventory of $2.0, net of tax, was included in equity method loss in the nine months ended June 30, 2019. The basis difference related to~~ property, plant and equipment and other intangible assets is being amortized over the weighted average useful lives of the assets. At June 30, ~~2020~~2021 and September 30, ~~2019,~~2020, the remaining basis difference to be amortized was ~~$56.4~~$49.5 and ~~$61.5,~~$54.6, respectively.

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


		Three Months Ended June 30,						Nine Months Ended June 30,							Three Months Ended June 30,				Nine Months Ended June 30,
		2020		2019		2020		2019			2021		2020		2021		2020
Net sales	Net sales	$	243.7	$	202.7	$	695.2	$	630.5	Net sales	$	214.8	$	243.7	$	664.5	$	695.2
Gross profit	Gross profit	$	45.0	$	35.2	$	124.6	$	104.4	Gross profit	$	31.5	$	45.0	$	101.2	$	124.6

Net earnings (loss)		$	3.9	$	—	$	(4.2)	$	(8.7)
Net (loss) earnings										Net (loss) earnings	$	(7.1)	$	3.9	$	(8.2)	$	(4.2)
Less: Preferred stock dividend	Less: Preferred stock dividend	8.2		7.3		24.0		21.4		Less: Preferred stock dividend	9.2		8.2		26.8		24.0
Net Loss Available to 8th Avenue Common Shareholders	Net Loss Available to 8th Avenue Common Shareholders	$	(4.3)	$	(7.3)	$	(28.2)	$	(30.1)	Net Loss Available to 8th Avenue Common Shareholders	$	(16.3)	$	(4.3)	$	(35.0)	$	(28.2)

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 $0.9 and $2.5 during the three and nine months ended June 30, 2021, respectively, and $1.0 and $3.0 during the three and nine months ended June 30, 2020, ~~respectively, and $1.0 and $3.1 during the three and nine months ended June 30, 2019,~~ respectively, which were recorded in “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Operations.

During the three and nine months ended June 30, 2021, the Company had net sales to 8th Avenue of $1.4 and $5.4, respectively, and purchases from and royalties paid to 8th Avenue of $19.5 and $37.1, respectively. During the three and nine months ended June 30, 2020, the Company had net sales to 8th Avenue of $1.5 and $4.7, respectively, and purchases from and royalties paid to 8th Avenue of $2.2 and $7.4, respectively. During the three and nine months ended June 30, 2019, the Company had net sales to 8th Avenue of $1.3 and $3.3, respectively, and purchases from and royalties paid to 8th Avenue of $1.9 and $7.0, respectively. Sales and purchases between the Company and 8th Avenue were all made at arm’s-length. The investment in 8th Avenue was ~~$118.3~~$83.8 and ~~$140.5~~$110.1 at June 30, ~~2020~~2021 and September 30, ~~2019,~~2020, respectively, and was included in “Equity method investments” on the Condensed Consolidated Balance Sheets. The Company

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had current receivables, current payables and a long-term liability with 8th Avenue of ~~$3.0, $1.3~~$4.9, $6.2 and $0.7, respectively, at June 30, ~~2020~~2021 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, 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 $(0.2) for the three and nine months ended June 30, 2021, respectively, and $0.1 and $(0.4) for the three and nine months ended June 30, 2020, ~~respectively, and 0 and $(0.3) for the three and nine months ended June 30, 2019,~~ respectively, and was included in “Equity method loss, net of tax” in the Condensed Consolidated Statements of Operations. The investment in Alpen was ~~$4.0~~$4.4 and ~~$5.0~~$4.0 at June 30, ~~2020~~2021 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

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Alpen of ~~$0.5~~$0.6 and $0.5 at June 30, ~~2020~~2021 and September 30, ~~2019,~~2020, respectively, 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 of directors. Accordingly, Weetabix East Africa is fully consolidated into the Company’s financial statements and its assets and results from operations are reported in the Weetabix segment (see Note ~~19)~~20). The remaining interest in the consolidated net income and net assets of Weetabix East Africa is allocated to NCI.

NOTE 4 — BUSINESS COMBINATIONS

The Company accounts for acquisitions using the acquisition method of accounting, whereby the results of operations are included in the financial statements from the date of acquisition. The purchase price is allocated to acquired assets and assumed liabilities based on their estimated fair values at the date of acquisition. Any excess of the purchase price over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. Any excess of the estimated fair values of the identifiable net assets over the purchase price is recorded as a gain on bargain purchase. Goodwill represents the value the Company expects to achieve through the implementation of operational synergies, the expansion of the business into new or growing segments of the industry and the addition of new employees.

Fiscal 2021

On June 1, 2021, the Company completed its acquisition of the private label RTE cereal business from TreeHouse Foods, Inc. (the “PL RTE Cereal Business”) for $85.0, subject to inventory and other adjustments, resulting in a payment at closing of $88.0. The acquisition was completed using cash on hand. The PL RTE Cereal Business is reported in the Post Consumer Brands segment (see Note 20). Based on the preliminary purchase price allocation, the Company identified and recorded $100.7 of net assets, which exceeded the purchase price paid for the PL RTE Cereal Business. As a result, the Company recorded a gain of $12.7, which was reported as “Other operating (income) expenses, net” in the Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2021. Net sales and operating loss included in the Condensed Consolidated Statements of Operations attributable to the PL RTE Cereal Business was $16.6 and $2.0, respectively, for both the three and nine months ended June 30, 2021.

On May 27, 2021, the Company completed its acquisition of Egg Beaters from Conagra Brands, Inc. for $50.0, subject to working capital and other adjustments, resulting in a payment at closing of $50.6. The acquisition was completed using cash on hand. Egg Beaters is a retail liquid egg brand and is reported in the Refrigerated Retail segment (see Note 20). At June 30, 2021, the Company had recorded an estimated working capital payable of $0.1, which was included in “Other current liabilities” on the Condensed Consolidated Balance Sheet. Based on the preliminary purchase price allocation, the Company has recorded customer relationships and trademarks and brands of $26.0 and $9.0, respectively, both of which will be amortized over a weighted-average period of 15 years. Net sales and operating loss included in the Condensed Consolidated Statements of Operations attributable to Egg Beaters was $3.2 and 0, respectively, for both the three and nine months ended June 30, 2021.

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On February 1, 2021, the Company completed its acquisition of the Almark Foods business and related assets (“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 to foodservice distributors, as well as across retail outlets, including in the perimeter-of-the-store and the deli counter. Almark is reported in the Foodservice and Refrigerated Retail segments (see Note 20). At June 30, 2021, the Company had recorded an estimated working capital receivable of $3.0, which was included in “Receivables, net” on the Condensed Consolidated Balance Sheet. Based upon the preliminary purchase price allocation, the Company has recorded $19.5 of customer relationships to be amortized over a weighted-average period of 10 years. Net sales and operating loss included in the Condensed Consolidated Statements of Operations attributable to Almark were $24.0 and $2.7, respectively, for the three months ended June 30, 2021 and $38.4 and $2.6, respectively, for the nine months ended June 30, 2021.

On January 25, 2021, the Company completed its acquisition of Peter Pan 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 Panis a nationally recognized brand with a diversified customer base across key channels and is reported in the Post Consumer Brands segment (see Note 20). All Peter Pan nut butter products are currently co-manufactured by 8th Avenue, in which the Company has a 60.5% common equity interest (see Note 3). In April 2021, the Company reached a final settlement of net working capital, resulting in an amount received by the Company of $2.0. Based upon the preliminary purchase price allocation, the Company has recorded customer relationships and trademarks and brands of $12.0 and $55.0, respectively, both of which will be amortized over a weighted-average period of 20 years. Net sales and operating profit included in the Condensed Consolidated Statements of Operations attributable to Peter Pan were $21.8 and $2.1, respectively, for the three months ended June 30, 2021 and $39.2 and $5.6, respectively, for the nine months ended June 30, 2021.

Preliminary values of the fiscal 2021 acquisitions are not yet finalized pending the final purchase price allocations and are subject to change once additional information is obtained. The Company expects portions of the final fair values of goodwill related to the acquisitions of Peter Pan and Egg Beaters and the final fair value of goodwill related to the acquisition of Almark to be deductible for U.S. income tax purposes.

The following table provides the preliminary purchase price allocation related to the fiscal 2021 acquisitions based upon the fair values of assets and liabilities assumed, including the provisional amounts recognized related to the acquisitions, as of June 30, 2021.


	PL RTE Cereal Business		Egg Beaters		Almark		Peter Pan


Receivables	$	0	$	0	$	5.9	$	0

Inventories	36.0		3.1		4.0		4.6

Prepaid expenses and other current assets	0		0		0.1		0
Property	69.4		7.0		9.8		0
Goodwill	0		17.8		19.4		55.1
Other intangible assets	0		35.0		19.5		67.0
Deferred tax asset	0		0		1.3		0
Other assets	0.2		0		27.7		0

Accounts payable	0		(10.1)		(6.4)		(11.7)

Other current liabilities	0		0		(1.2)		0

Deferred tax liability	(4.2)		(2.1)		0		(13.6)
Other liabilities	(0.7)		0		(31.8)		0
Total acquisition cost	$	100.7	$	50.7	$	48.3	$	101.4

Fiscal 2020

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 20). 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.

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In the nine months ended June 30, 2021, the Company recorded measurement period adjustments related to inventory and deferred income taxes of $0.7 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 $0.1, which was included in “Other operating (income) expenses, net” in the Condensed Consolidated Statement of Operations for the nine months ended June 30, 2021.

Unaudited Pro Forma Information

The following unaudited pro forma information presents a summary of the results of operations of the Company combined with the results ofthe fiscal 2021 acquisitions for the periods presented as if these acquisitions had occurred on October 1, 2019, along with certain pro forma adjustments. These pro forma adjustments give effect to the amortization of certain definite-lived intangible assets, adjusted depreciation based upon fair value of assets acquired, inventory revaluation adjustments on acquired businesses, interest expense, transaction costs, gain on bargain purchase and related income taxes. The following unaudited pro forma information has been prepared for comparative purposes only and is not necessarily indicative of the results of operations as they would have been had the acquisitions occurred on the assumed dates, nor is it necessarily an indication of future operating results.


	Three Months Ended June 30,				Nine Months Ended June 30,
	2021		2020		2021		2020
Pro forma net sales	$	1,627.4	$	1,471.3	$	4,734.7	$	4,663.4
Pro forma net (loss) earnings	$	(64.3)	$	48.7	$	131.9	$	(39.5)
Pro forma basic (loss) earnings per common share	$	(1.11)	$	0.71	$	1.95	$	(0.57)
Pro forma diluted (loss) earnings per common share	$	(1.11)	$	0.70	$	1.91	$	(0.57)

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”). These actions were substantially completed as of June 30, 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	4.7
Cash payments	(4.6)
Non-cash charges	0
Balance, June 30, 2021	$	0.1

Total expected restructuring charges	$	4.8
Cumulative restructuring charges incurred to date	4.7
Remaining expected restructuring charges	$	0.1

During the three and nine months ended June 30, 2021, the Company incurred total restructuring charges of $(0.1) and $4.7, respectively, related to the BellRing Restructuring. No restructuring charges were incurred during the three or nine months ended June 30, 2020. Restructuring charges were included in “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Operations. These expenses are included in the measure of segment performance for BellRing Brands (see Note 20).

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NOTE 6 — AMOUNTS HELD FOR SALE

At September 30, 2020, the Company had a Post Consumer Brands RTE cereal manufacturing plant in Clinton, Massachusetts (the “Clinton Plant”) with a fair value of $3.4 classified as held for sale, land and a building at its Post Consumer Brands RTE cereal manufacturing facility in Asheboro, North Carolina (the “Asheboro Facility”) with a combined fair value of $1.4 classified as held for sale and land and a building at one of its Weetabix manufacturing facilities in Corby, United Kingdom (the “Corby Facility”) with a combined fair value of $2.5 classified as held for sale. These assets held for sale were reported as “Prepaid expenses and other current assets” on the Condensed Consolidated Balance Sheet. The Company sold a portion of the Clinton Plant, the Asheboro Facility and the Corby Facility in November 2020 and the remaining portion of the Clinton Plant in February 2021.

In the nine months ended June 30, 2021, a net gain on assets held for sale of $0.5 was recorded consisting of (i) a gain of $0.7 related to the sale of the Corby Facility in November 2020, (ii) a loss of $0.1 related to the sale of the Asheboro Facility in November 2020 and (iii) a loss of $0.1 related to the sale of the remaining portion of the Clinton Plant in February 2021. These held for sale adjustments were included in “Other operating (income) expenses, net” in the Condensed Consolidated Statement of Operations for the nine months ended June 30, 2021. There were no held for sale gains or losses recorded in the three months ended June 30, 2021 or in the three or nine months ended June 30, 2020.

NOTE 7 — INCOME TAXES

The effective income tax rate was (678.6)% and 30.6% for the three and nine months ended June 30, 2021, respectively. The effective income tax rates differed significantly from the statutory rates in both current year periods, primarily due to enacted tax law changes in the United Kingdom (the “U.K.”), which included a provision to increase the U.K.’s corporate income tax rate from 19% to 25%, effective April 1, 2023. During the three and nine months ended June 30, 2021, the Company remeasured its existing deferred tax assets and liabilities considering the 25% U.K. corporate income tax rate for future periods and recorded tax expense of $39.3. Other changes made to the U.K.’s tax law did not have a material impact on the Company’s financial statements during the three or nine months ended June 30, 2021.

The effective income tax rate was 10.1% and 42.7% for the three and nine months ended June 30, 2020, ~~respectively, and 24.6% and 15.7% for the three and nine months ended June 30, 2019,~~ respectively. The effective income tax rates differed significantly from the statutory rates in both ~~current~~prior year periods, primarily due to a rate differential on foreign income and net discrete tax benefits of $3.9 and $8.7 in the three and nine months ended June 30, 2020, respectively, which largely related to the Company’s equity method investment in 8th Avenue. In the nine months ended June 30, 2019, the effective income tax rate differed significantly from the statutory rate primarily due to $18.5 of net discrete tax benefits related to excess tax benefits for share-based payments.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was enacted and signed into law. Certain provisions of the CARES Act impact the Company’s accounting for income taxes, such as modifications to the limitation of business interest expense deductibility for tax years beginning in 2019 and 2020, and have been accounted for within t~~he three and nine~~ months ended June 30, 2020. The CARES Act did not have a material impact on the Company’s financial statements as its impact primarily related to immaterial short-term and long-term classifications on the Condensed Consolidated Balance Sheet.

NOTE 78 — (LOSS) EARNINGS ~~(LOSS)~~ PER SHARE

Basic (loss) earnings ~~(loss)~~ per share is based on the average number of common shares outstanding during the period. Diluted (loss) earnings ~~(loss)~~ per share is based on the average number of shares used for the basic (loss) earnings ~~(loss)~~ per share calculation, adjusted for the dilutive effect of stock options, stock appreciation rights and restricted stock units using the “treasury stock” method. ~~The impact~~Remeasurements to the redemption value of ~~potentially dilutive convertible preferred stock was calculated using~~ the ~~“if-converted” method.~~redeemable NCI are recognized as a deemed dividend (see Note 3). As allowed for within ASC Topic 480, “Distinguishing Liabilities from Equity,” the Company has made an election to treat the portion of the deemed dividend that exceeds fair value as a reduction of income available to common shareholders for basic and diluted (loss) earnings per share. In addition, “Net (loss) earnings ~~(loss)~~ for diluted (loss) earnings ~~(loss)~~ per share” in the table below has been adjusted for the Company’s share of BellRing’s consolidated net earnings ~~(loss)~~ for diluted earnings ~~(loss)~~ per share, to the extent it is dilutive.

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

Three Months Ended
June 30, Nine Months Ended
June 30,
2020 2019 2020 2019
Net earnings (loss) for basic earnings (loss) per share $ 36.0 $ 16.2 $ (56.2) $ 182.8
Dilutive impact of BellRing net earnings — — — —
Dilutive preferred stock dividends — — — 3.0
Net earnings (loss) for diluted earnings (loss) per share $ 36.0 $ 16.2 $ (56.2) $ 185.8
Weighted-average shares for basic earnings (loss) per share 68.1 73.3 69.4 70.1
Effect of dilutive securities:
Stock options 0.5 1.5 — 1.8
Stock appreciation rights 0.1 0.1 — 0.1
Restricted stock units 0.4 0.5 — 0.5
Performance-based restricted stock unit awards 0.1 — — —
Preferred shares conversion to common — — — 2.8
Total dilutive securities 1.1 2.1 — 5.2
Weighted-average shares for diluted earnings (loss) per share 69.2 75.4 69.4 75.3
Basic earnings (loss) per common share $ 0.53 $ 0.22 $ (0.81) $ 2.61
Diluted earnings (loss) per common share $ 0.52 $ 0.21 $ (0.81) $ 2.47

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	Three Months Ended June 30,				Nine Months Ended June 30,
	2021		2020		2021		2020
Net (Loss) Earnings	$	(54.3)	$	36.0	$	136.8	$	(56.2)
Accretion of redeemable NCI	6.4		0		6.4		0
Net (loss) earnings for basic (loss) earnings per share	$	(60.7)	$	36.0	$	130.4	$	(56.2)
Dilutive impact of BellRing net earnings	0		0		0		0

Net (loss) earnings for diluted (loss) earnings per share	$	(60.7)	$	36.0	$	130.4	$	(56.2)



Weighted-average shares for basic (loss) earnings per share	63.7		68.1		64.5		69.4
Effect of dilutive securities:
Stock options	0		0.5		0.6		0
Stock appreciation rights	0		0.1		0.1		0
Restricted stock units	0		0.4		0.3		0
Performance-based restricted stock units	0		0.1		0.1		0

Total dilutive securities	0		1.1		1.1		0
Weighted-average shares for diluted (loss) earnings per share	63.7		69.2		65.6		69.4

Basic (loss) earnings per common share	$	(0.95)	$	0.53	$	2.02	$	(0.81)
Diluted (loss) earnings per common share	$	(0.95)	$	0.52	$	1.99	$	(0.81)

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

Three Months Ended
June 30, Nine Months Ended
June 30,
2020 2019 2020 2019
Stock options 0.1 0.1 1.7 0.1
Stock appreciation rights — — 0.1 —
Restricted stock units 0.1 — 0.9 —
Performance-based restricted stock unit awards 0.1 — 0.2 —

~~NOTE 8 — INVENTORIES~~

June 30,
2020 September 30,
2019
Raw materials and supplies $ 108.2 $ 99.4
Work in process 16.8 19.4
Finished products 449.7 425.4
Flocks 34.9 35.6
$ 609.6 $ 579.8


	Three Months Ended June 30,		Nine Months Ended June 30,
	2021	2020	2021	2020
Stock options	1.2	0.1	0	1.7
Stock appreciation rights	0.1	0	0	0.1
Restricted stock units	0.8	0.1	0	0.9
Performance-based restricted stock units	0.3	0.1	0	0.2

NOTE 9 — ~~PROPERTY, NET~~INVENTORIES

June 30,
2020 September 30,
2019
Property, at cost $ 2,868.0 $ 2,736.9
Accumulated depreciation (1,146.2) (1,000.9)
$ 1,721.8 $ 1,736.0


	June 30, 2021		September 30, 2020
Raw materials and supplies	$	124.7	$	118.1
Work in process	20.9		17.8
Finished products	485.3		429.4
Flocks	39.2		34.1
	$	670.1	$	599.4

NOTE 10 — PROPERTY, NET


	June 30, 2021		September 30, 2020
Property, at cost	$	3,198.6	$	2,979.2
Accumulated depreciation	(1,352.3)		(1,199.5)
	$	1,846.3	$	1,779.7

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NOTE 11 — 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			Post Consumer Brands		Weetabix		Foodservice		Refrigerated Retail		BellRing Brands		Total
Balance, September 30, 2019
Balance, September 30, 2020														Balance, September 30, 2020
Goodwill (gross)	Goodwill (gross)	$	2,011.8	$	850.7	$	1,335.6	$	793.6	$	180.7	$	5,172.4	Goodwill (gross)	$	2,011.8	$	889.5	$	1,335.6	$	793.6	$	180.7	$	5,211.2
Accumulated impairment losses	Accumulated impairment losses	(609.1)		—		—		(48.7)		(114.8)		(772.6)		Accumulated impairment losses	(609.1)		0		0		(48.7)		(114.8)		(772.6)
Goodwill (net)	Goodwill (net)	$	1,402.7	$	850.7	$	1,335.6	$	744.9	$	65.9	$	4,399.8	Goodwill (net)	$	1,402.7	$	889.5	$	1,335.6	$	744.9	$	65.9	$	4,438.6

Goodwill acquired														Goodwill acquired	55.1		0		19.4		17.8		0		92.3

Currency translation adjustment	Currency translation adjustment	(0.1)		1.7		—		—		—		1.6		Currency translation adjustment	0.3		65.9		0		0		0		66.2
Balance, June 30, 2020
Balance, June 30, 2021														Balance, June 30, 2021
Goodwill (gross)	Goodwill (gross)	$	2,011.7	$	852.4	$	1,335.6	$	793.6	$	180.7	$	5,174.0	Goodwill (gross)	$	2,067.2	$	955.4	$	1,355.0	$	811.4	$	180.7	$	5,369.7
Accumulated impairment losses	Accumulated impairment losses	(609.1)		—		—		(48.7)		(114.8)		(772.6)		Accumulated impairment losses	(609.1)		0		0		(48.7)		(114.8)		(772.6)
Goodwill (net)	Goodwill (net)	$	1,402.6	$	852.4	$	1,335.6	$	744.9	$	65.9	$	4,401.4	Goodwill (net)	$	1,458.1	$	955.4	$	1,355.0	$	762.7	$	65.9	$	4,597.1

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NOTE 1112 — INTANGIBLE ASSETS, NET

Total intangible assets are as follows:


		June 30, 2020										September 30, 2019											June 30, 2021				September 30, 2020
		Carrying Amount		Accumulated Amortization		Net Amount		Carrying Amount		Accumulated Amortization		Net Amount			Carrying Amount		Accumulated Amortization		Net Amount		Carrying Amount		Accumulated Amortization		Net Amount
Subject to amortization:	Subject to amortization:													Subject to amortization:
Customer relationships	Customer relationships	$	2,297.6	$	(651.1)	$	1,646.5	$	2,297.2	$	(562.2)	$	1,735.0	Customer relationships	$	2,344.2	$	(762.1)	$	1,582.1	$	2,304.8	$	(681.9)	$	1,622.9
Trademarks and brands	Trademarks and brands	793.8		(256.3)		537.5		793.7		(225.2)		568.5		Trademarks and brands	842.9		(293.0)		549.9		795.0		(266.9)		528.1
Other intangible assets	Other intangible assets	3.1		(3.1)		—		3.1		(3.1)		—		Other intangible assets	3.1		(3.1)		0		3.1		(3.1)		0
		3,094.5		(910.5)		2,184.0		3,094.0		(790.5)		2,303.5			3,190.2		(1,058.2)		2,132.0		3,102.9		(951.9)		2,151.0
Not subject to amortization:	Not subject to amortization:													Not subject to amortization:
Trademarks and brands	Trademarks and brands	1,035.5		—		1,035.5		1,035.0		—		1,035.0		Trademarks and brands	1,065.9		—		1,065.9		1,046.5		—		1,046.5
		$	4,130.0	$	(910.5)	$	3,219.5	$	4,129.0	$	(790.5)	$	3,338.5		$	4,256.1	$	(1,058.2)	$	3,197.9	$	4,149.4	$	(951.9)	$	3,197.5

In December 2020, BellRing finalized its plan to discontinue the 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 continued to sell Supreme Protein product inventory. Accelerated amortization of $11.8 and $29.9 was recorded during the three and nine months ended June 30, 2021, respectively, resulting from the updated useful lives of the customer relationships and trademarks associated with the Supreme Protein brand, which were fully amortized and written off as of June 30, 2021.

NOTE 1213 — 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 June 30, ~~2020,~~2021, the Company’s derivative instruments, none of which were designated as hedging instruments under ASC Topic 815, “Derivatives and Hedging,” consisted of:

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

•foreign currency forward contracts maturing ~~within the next three months~~in July 2021 that have the effect of hedging currency fluctuations between the ~~Euro~~U.S. Dollar and the Pound Sterling;

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•interest rate swaps that have the effect of hedging interest payments on debt expected to be issued but not yet priced, including:

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

◦rate-lock interest rate swaps that require 10 lump sum settlements with the first settlement occurring in July ~~2020~~2021 and the last in July 2026; and

◦interest rate swaps that mature in July 2021 and give the Company the option of pay-variable, receive-fixed lump sum settlements; ~~and~~

•pay-fixed, receive-variable interest rate swaps maturing in December 2022 that require monthly settlements and have the effect of hedging forecasted interest payments on BellRing’s variable rate ~~debt.~~debt; and

•the PHPC Warrants (see Note 3).

Interest rate swaps

~~Fiscal 2020~~In the nine months ended June 30, 2021, the Company restructured four of its rate-lock interest rate swap contracts, which contain non-cash, off-market financing elements. There were no cash settlements paid or received in connection with these restructurings.

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 of $7.2 to “Interest expense, net” in the Condensed Consolidated Statement of Operations for the nine months ended June 30, 2020.

As of April 1, 2020, the Company changed the designation of its interest rate swap contracts 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 no longer effective (as defined by ~~GAAP)~~ASC Topic 815). In connection with the de-designation, the Company started reclassifying losses previously recorded in accumulated OCI to “Interest expense, net” in the Condensed Consolidated Statements of Operations on a straight-line basis over the 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 June 30, 2021 and September 30, 2020, the remaining net loss before taxes to be amortized was ~~$10.0.~~

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~~Fiscal 2019~~

In the first quarter of fiscal 2019, the Company terminated $800.0 notional value of its interest rate swaps that were designated as hedging instruments. In connection with this termination, the Company received cash proceeds of $29.8,$7.7 and ~~reclassified previously recorded gains from accumulated OCI to “Interest expense, net” in the Condensed Consolidated Statement of Operations for the nine months ended June 30, 2019.~~$9.4, respectively.

Cross-currency swaps

The Company terminated $448.7 ~~and $214.2~~ notional value of its cross-currency swap contracts that were designated as hedging instruments during the second quarter of fiscal ~~2020 and the first quarter of fiscal 2019, respectively.~~2020. In connection with ~~these terminations,~~this termination, the Company received cash proceeds of $50.3 during the nine months ended June 30, 2020, ~~and $26.2 during the nine months ended June 30, 2019, both of~~ which ~~were~~was recorded toin accumulated OCI. Reclassification of amounts recorded in accumulated OCI into earnings will only occur in the event ~~United Kingdom-based~~U.K.-based operations are substantially liquidated.

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


		June 30, 2020		September 30, 2019			June 30, 2021		September 30, 2020
Not designated as hedging instruments under ASC Topic 815:

Commodity contracts	Commodity contracts	$	38.0	$	47.1	Commodity contracts	$	76.2	$	24.7
Energy contracts	Energy contracts	88.7		39.8		Energy contracts	57.6		87.1
Foreign exchange contracts - Forward contracts	Foreign exchange contracts - Forward contracts	1.7		—		Foreign exchange contracts - Forward contracts	10.5		28.9
Interest rate swaps	Interest rate swaps	622.0		73.1		Interest rate swaps	550.0		621.7
Interest rate swaps - Rate-lock swaps	Interest rate swaps - Rate-lock swaps	1,717.8		1,531.0		Interest rate swaps - Rate-lock swaps	1,572.7		1,666.0
Interest rate swaps - Options	Interest rate swaps - Options	433.3		—		Interest rate swaps - Options	433.3		433.3
Designated as hedging instruments under ASC Topic 815:
Foreign exchange contracts - Cross-currency swaps		—		448.7
Interest rate swaps		—		200.0
PHPC Warrants						PHPC Warrants	16.9		0

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The following table presents the balance sheet location and fair value of the Company’s derivative ~~instruments, along with the portion designated as hedging instruments under ASC Topic 815.~~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	June 30, 2020		September 30, 2019		June 30, 2020		September 30, 2019			Balance Sheet Location	June 30, 2021		September 30, 2020
Asset Derivatives:	Asset Derivatives:										Asset Derivatives:
Commodity contracts	Commodity contracts	Prepaid expenses and other current assets	$	3.3	$	1.9	$	—	$	—	Commodity contracts	Prepaid expenses and other current assets	$	21.6	$	5.0
Energy contracts	Energy contracts	Prepaid expenses and other current assets	0.5		0.7		—		—		Energy contracts	Prepaid expenses and other current assets	13.8		1.8
Commodity contracts	Commodity contracts	Other assets	0.4		0.1		—		—		Commodity contracts	Other assets	7.8		0.1
Energy contracts	Energy contracts	Other assets	1.1		—		—		—		Energy contracts	Other assets	4.2		0.9
Foreign exchange contracts	Foreign exchange contracts	Prepaid expenses and other current assets	—		1.3		—		1.3		Foreign exchange contracts	Prepaid expenses and other current assets	0		0.1
Foreign exchange contracts		Other assets	—		19.2		—		19.2

Interest rate swaps											Interest rate swaps	Prepaid expenses and other current assets	0		6.8
Interest rate swaps	Interest rate swaps	Other assets	11.4		—		—		—		Interest rate swaps	Other assets	20.7		0
			$	16.7	$	23.2	$	—	$	20.5			$	68.1	$	14.7

Liability Derivatives:	Liability Derivatives:										Liability Derivatives:
Commodity contracts	Commodity contracts	Other current liabilities	$	2.2	$	1.0	$	—	$	—	Commodity contracts	Other current liabilities	$	2.7	$	1.4
Energy contracts	Energy contracts	Other current liabilities	10.5		1.5		—		—		Energy contracts	Other current liabilities	0		10.1
Energy contracts	Energy contracts	Other liabilities	4.9		0.1		—		—		Energy contracts	Other liabilities	0		3.9

Foreign exchange contracts											Foreign exchange contracts	Other current liabilities	0.6		0

Interest rate swaps	Interest rate swaps	Other current liabilities	32.7		85.1		—		1.6		Interest rate swaps	Other current liabilities	15.9		176.4
Interest rate swaps	Interest rate swaps	Other liabilities	529.8		330.4		—		6.2		Interest rate swaps	Other liabilities	385.2		351.3
PHPC Warrants											PHPC Warrants	Other liabilities	18.4		0
			$	580.1	$	418.1	$	—	$	7.8			$	422.8	$	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 (Loss) Income for the three months ended June 30, ~~2020~~2021 and ~~2019.~~2020.


Derivatives Not Designated as Hedging Instruments	Derivatives Not Designated as Hedging Instruments	Statement of Operations Location	Loss (Gain) Recognized in Statement of Operations							Derivatives Not Designated as Hedging Instruments	Statement of Operations Location			(Gain) Loss Recognized in Statement of Operations
					2020			2019				2021			2020
Commodity contracts	Commodity contracts	Cost of goods sold	$	0.8	$	(5.7)	Commodity contracts		Cost of goods sold			$	(11.9)		$	0.8
Energy contracts	Energy contracts	Cost of goods sold	(2.8)		2.6		Energy contracts		Cost of goods sold		(12.4)			(2.8)
Foreign exchange contracts	Foreign exchange contracts	Selling, general and administrative expenses	0.1		—		Foreign exchange contracts		Selling, general and administrative expenses		(0.5)			0.1

Interest rate swaps	Interest rate swaps	Interest expense, net	2.1		—		Interest rate swaps		Interest expense, net		0.7			2.1
Interest rate swaps	Interest rate swaps	Expense on swaps, net	29.2		86.2		Interest rate swaps		Expense (income) on swaps, net		121.6			29.2
PHPC Warrants							PHPC Warrants		Other income, net		1.5			0


Derivatives Designated as Hedging Instruments	Derivatives Designated as Hedging Instruments	Loss (Gain) Recognized in OCI including NCI									Loss (Gain) Reclassified from Accumulated OCI including NCI into Earnings (a)									Statement of Operations Location		Derivatives Designated as Hedging Instruments			Loss (Gain) Recognized in OCI including NCI						Loss Reclassified from Accumulated OCI including NCI into Earnings (a)			Statement of Operations Location
				2020			2019			2020			2019			Statement of Operations Location		Derivatives Designated as Hedging Instruments							2020			2021			2020		Statement of Operations Location

Interest rate swaps	Interest rate swaps	$	—		$	4.6		$	0.6		$	(0.4)		Interest expense, net	Interest rate swaps				$	0			$	0		$	0.6		$	0.6		Interest expense, net
Cross-currency swaps	Cross-currency swaps	—			(18.2)			—			—			Expense on swaps, net	Cross-currency swaps		0				0				0			0			Expense (income) on swaps, net

(a)For the three months ended June 30, 2021 and 2020, ~~this amount includes~~these amounts include the amortization of previously unrealized losses on BellRing’s interest rate swaps that were de-designated as hedging instruments as of April 1, 2020.

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The following table presents the components of the Company’s net hedging (gains) losses ~~(gains)~~ on interest rate swaps, ~~which are included in “Interest expense, net” and “Expense on swaps, net” in~~as well as cash settlements paid (received) during the ~~Condensed Consolidated Statements of Operations.~~periods presented.

Three Months Ended
June 30, Statement of Operations Location Mark-to-Market Loss (a) Cash Settlements Paid (Received), Net (b) Net Loss Reclassified from Accumulated OCI including NCI (c)
Interest expense, net $ 0.6 $ 0.9 $ 0.6
Expense on swaps, net 3.0 26.2 —
2020 Total $ 3.6 $ 27.1 $ 0.6
Interest expense, net $ — $ (0.4) $ —
Expense on swaps, net 86.1 0.1 —
2019 Total $ 86.1 $ (0.3) $ —


Three Months Ended June 30,	Statement of Operations Location	Mark-to-Market Loss, net		Net Loss Reclassified from Accumulated OCI including NCI (a)		Total Net Hedging Loss		Cash Settlements Paid, Net
	Interest expense, net	$	0.1	$	0.6	$	0.7	$	1.2
	Expense (income) on swaps, net	121.6		0		121.6		16.2
2021	Total	$	121.7	$	0.6	$	122.3	$	17.4

	Interest expense, net	$	1.5	$	0.6	$	2.1	$	0.9
	Expense (income) on swaps, net	29.2		0		29.2		26.2
2020	Total	$	30.7	$	0.6	$	31.3	$	27.1

(a)~~Includes non-cash adjustments related to interest rate swaps that were not designated as hedging instruments during the three months ended June 30, 2020 or 2019.~~

~~(b)~~Includes cash settlements recognized in earnings related to interest rate swaps that were not designated as hedging instruments during the nine months ended June 30, 2020 or 2019. Additionally, includes cash settlements reclassified from accumulated OCI into earnings related to interest rate swaps that had been previously designated as hedging instruments during the three months ended June 30, 2020 or 2019.

~~(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.

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 (Loss) Income for the nine months ended June 30, ~~2020~~2021 and ~~2019.~~2020.


Derivatives Not Designated as Hedging Instruments	Derivatives Not Designated as Hedging Instruments	Statement of Operations Location	Loss (Gain) Recognized in Statement of Operations							Derivatives Not Designated as Hedging Instruments	Statement of Operations Location			(Gain) Loss Recognized in Statement of Operations
					2020			2019				2021			2020
Commodity contracts	Commodity contracts	Cost of goods sold	$	6.9	$	(2.7)	Commodity contracts		Cost of goods sold			$	(21.6)		$	6.9
Energy contracts	Energy contracts	Cost of goods sold	20.7		2.6		Energy contracts		Cost of goods sold		(31.7)			20.7

Foreign exchange contracts							Foreign exchange contracts		Selling, general and administrative expenses		0.7			0

Interest rate swaps	Interest rate swaps	Interest expense, net	2.1		—		Interest rate swaps		Interest expense, net		1.7			2.1
Interest rate swaps	Interest rate swaps	Expense on swaps, net	192.4		200.9		Interest rate swaps		Expense (income) on swaps, net		(105.6)			192.4
PHPC Warrants							PHPC Warrants		Other income, net		1.5			0


Derivatives Designated as Hedging Instruments	Derivatives Designated as Hedging Instruments	Loss (Gain) Recognized in OCI including NCI									Loss (Gain) Reclassified from Accumulated OCI including NCI into Earnings (a)									Statement of Operations Location		Derivatives Designated as Hedging Instruments			Loss (Gain) Recognized in OCI including NCI						Loss Reclassified from Accumulated OCI including NCI into Earnings (a)			Statement of Operations Location
				2020			2019			2020			2019			Statement of Operations Location		Derivatives Designated as Hedging Instruments							2020			2021			2020		Statement of Operations Location

Interest rate swaps	Interest rate swaps	$	9.7		$	11.7		$	7.6		$	(30.9)		Interest expense, net	Interest rate swaps				$	0			$	9.7		$	1.7		$	7.6		Interest expense, net
Cross-currency swaps	Cross-currency swaps	(32.2)			(37.8)			—			—			Expense on swaps, net	Cross-currency swaps		0				(32.2)				0			0			Expense (income) on swaps, net

(a)For the nine months ended June 30, 2021, 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 nine months ended June 30, 2020, this amount includes the ~~reclassification~~amortization of previously unrealized losses on interest rate swaps that were de-designated as hedging instruments in the first quarter of fiscal 2020, as well as the amortization of previously unrealized losses on BellRing’s interest rate swaps that were de-designated as hedging instruments as of April 1, 2020.

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 “Expense on swaps, net” in the Condensed Consolidated Statements of Operations for the nine months ended June 30, 2020 and 2019.

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Nine Months Ended
June 30, Statement of Operations Location Mark-to-Market Loss (a) Cash Settlements Paid (Received), Net (b) Net Loss Reclassified from Accumulated OCI including NCI (c)
Interest expense, net $ 0.6 $ 0.7 $ 7.8
Expense on swaps, net 146.7 45.7 —
2020 Total $ 147.3 $ 46.4 $ 7.8
Interest expense, net $ — $ (30.9) $ —
Expense on swaps, net 200.5 0.4 —
2019 Total $ 200.5 $ (30.5) $ —
The following table presents the components of the Company’s net hedging (gains) losses on interest rate swaps, as well as cash settlements paid (received) during the periods presented.


Nine Months Ended June 30,	Statement of Operations Location	Mark-to-Market (Gain) Loss, net		Net Loss Reclassified from Accumulated OCI including NCI (a)		Total Net Hedging Loss (Gain)		Cash Settlements Paid, Net
	Interest expense, net	$	0	$	1.7	$	1.7	$	3.6
	Expense (income) on swaps, net	(105.6)		0		(105.6)		31.3
2021	Total	$	(105.6)	$	1.7	$	(103.9)	$	34.9

	Interest expense, net	$	1.3	$	7.8	$	9.1	$	0.7
	Expense (income) on swaps, net	192.4		0		192.4		45.7
2020	Total	$	193.7	$	7.8	$	201.5	$	46.4

(a)Includes ~~non-cash adjustments related to~~the amortization of previously unrealized losses on BellRing’s interest rate swaps over the term of the related debt that were ~~not designated~~de-designated as hedging instruments, ~~during the nine months ended June 30, 2020 or 2019.~~

~~(b)Includes cash settlements recognized in earnings related to interest rate swaps that were not designated~~ as hedging instruments during the nine months ended June 30, 2020 or 2019. Additionally, includes cash settlements reclassified from accumulated OCI into earnings related to interest rate swaps that had been previously designatedwell as ~~hedging instruments during the nine months ended June 30, 2020 or 2019.~~

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

Accumulated OCI, including amounts reported as NCI, included a ~~$89.6~~$91.9 net gain on hedging instruments before taxes ($~~67.5~~69.2 after taxes) at June 30, ~~2020,~~2021, compared to a ~~$59.5~~$90.2 net gain before taxes ($~~44.5~~67.9 after taxes) at September 30, ~~2019.~~2020. Approximately $2.3 of the net hedging losses reported in accumulated OCI at June 30, ~~2020~~2021 are expected to be reclassified into earnings within the next 12 months. Accumulated OCI included settlements of and previously unrealized gains on cross-currency swaps of $99.5 ~~and $36.5~~ at both June 30, ~~2020~~2021 and September 30, ~~2019, respectively.~~2020. In connection with the settlements ~~and terminations~~ of cross-currency swaps, the Company recognized gains in accumulated OCI of $63.0 during the nine months ended June 30, ~~2020 and~~ ~~$0.9~~ ~~and $30.5 during the three and nine months ended June 30, 2019, respectively.~~2020. Reclassification of amounts recorded in accumulated OCI into earnings will only occur in the event ~~United Kingdom-based~~U.K.-based operations are substantially liquidated.

At June 30, ~~2020~~2021 and September 30, ~~2019,~~2020, the Company had pledged collateral of ~~$11.0~~$5.7 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 1314 — 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.”


		June 30, 2020										September 30, 2019											June 30, 2021								September 30, 2020
		Total		Level 1		Level 2		Total		Level 1		Level 2			Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Assets:	Assets:													Assets:
Deferred compensation investments	Deferred compensation investments	$	12.0	$	12.0	$	—	$	11.2	$	11.2	$	—	Deferred compensation investments	$	15.7	$	15.7	$	0	$	0	$	12.8	$	12.8	$	0	$	0
Derivative assets	Derivative assets	16.7		—		16.7		23.2		—		23.2		Derivative assets	68.1		0		68.1		0		14.7		0		14.7		0
Equity securities														Equity securities	0		0		0		0		27.9		27.9		0		0

		$	28.7	$	12.0	$	16.7	$	34.4	$	11.2	$	23.2		$	83.8	$	15.7	$	68.1	$	0	$	55.4	$	40.7	$	14.7	$	0
Liabilities:	Liabilities:													Liabilities:
Deferred compensation liabilities	Deferred compensation liabilities	$	28.9	$	—	$	28.9	$	31.0	$	—	$	31.0	Deferred compensation liabilities	$	35.7	$	0	$	35.7	$	0	$	29.7	$	0	$	29.7	$	0
Derivative liabilities	Derivative liabilities	580.1		—		580.1		418.1		—		418.1		Derivative liabilities	422.8		0		404.4		18.4		543.1		0		543.1		0
		$	609.0	$	—	$	609.0	$	449.1	$	—	$	449.1		$	458.5	$	0	$	440.1	$	18.4	$	572.8	$	0	$	572.8	$	0

The deferred compensation investments are primarily invested in mutual funds, and the fair value is measured using the market approach. These investments are in the same funds, or funds that employ a similar investment strategy, and are purchased in substantially the same amounts, as the participants’ selected investment options (excluding Post common stock equivalents), which represent the underlying liabilities to participants in the Company’s deferred compensation plans. Deferred compensation liabilities are recorded at amounts due to

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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.

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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 1213 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.

Investments held in trust are invested in a fund consisting entirely of U.S. treasury securities (see Note 3). The fund is valued at net asset value per share (“NAV”), and as such, in accordance with ASC Topic 820-10, the investments have not been classified in the fair value hierarchy. Investments held in trust are reported at fair value on the Condensed Consolidated Balance Sheet (see Note 3).

The fair value of liabilities associated with the PHPC Warrants was measured on recurring basis using the Monte Carlo Option Pricing Method. The fair value measurement was categorized as Level 3, as the fair values utilize significant unobservable inputs. For additional information on the PHPC Warrants, see Notes 3 and 13. The following table summarizes the Level 3 activity measured on a recurring basis.


Balance, September 30, 2020	$	0
Initial valuation of PHPC Warrants	16.9
Mark-to-market loss on PHPC Warrants	1.5
Balance, June 30, 2021	$	18.4

The fair value of each warrant was estimated on the date of grant using the Monte Carlo Option Pricing Method. Inherent in the Monte Carlo Option Pricing Method are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. PHPC estimates the volatility of the PHPC Warrants based on implied volatility from historical volatility of select peer companies’ common stock that matches the expected remaining life of the PHPC Warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve for a maturity similar to the expected remaining life of the PHPC Warrants. The expected life of the PHPC Warrants is assumed to be equivalent to their remaining contractual term. PHPC anticipates the dividend rate will remain at zero.

The following table presents the assumptions used for the initial measurement of the PHPC Warrants on May 28, 2021 and to remeasure the fair value of outstanding PHPC Warrant liabilities as of June 30, 2021.


	May 28, 2021	June 30, 2021
Expected term (in years)	5.0	5.0
Exercise price	$11.50	$11.50
Stock price	$9.45	$9.79
Expected stock price volatility	27.0%	28.0%
Risk-free interest rate	1.21%	1.20%
Expected dividends	0%	0%
Fair value (per PHPC Warrant)	$1.66	$1.81

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~~any outstanding borrowings under ~~Post’s~~the municipal bond and the BellRing Revolving Credit Facility (as defined in Note ~~16), its municipal bond and BellRing’s Revolving Credit Facility (as defined in Note 16)~~17) as of June 30, 2021 and September 30, 2020 approximated ~~its~~their carrying ~~value.~~values. Based on current market rates, the fair value of the Company’s debt, excluding any outstanding borrowings under ~~Post’s~~the municipal bond and the BellRing Revolving Credit Facility ~~its municipal bond and BellRing’s Revolving Credit Facility (all~~(both of which are categorized as Level 2), was ~~$6,683.0~~$7,257.9 and ~~$7,412.0~~$7,277.8 as of June 30, ~~2020~~2021 and September 30, ~~2019,~~2020, respectively.

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.

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At ~~both June~~September 30, 2020, ~~and September 30, 2019,~~ the Company had land and buildings classified as assets held for sale related to the closures of the Company’s Clinton Plant, Asheboro Facility and ~~Asheboro~~Corby Facility. The Company sold the Asheboro Facility, the Corby Facility and a portion of the Clinton Plant in ~~March 2020.~~November 2020 and the remaining portion of the Clinton Plant in February 2021. The Clinton Plant and Asheboro Facility ~~are~~were both reported in the Post Consumer Brands ~~segment.~~segment, and the Corby Facility was reported in the Weetabix segment (see Note 20). 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 nine months ended June 30, 2020, the book values of the land and buildings related to the closures of the portion of the Clinton Plant not yet sold and the Asheboro Facility were both lower than fair value; 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, ~~2019~~2020	$	~~9.9~~7.3
Net gain related to assets held for sale	0.5
Proceeds from the sale of assets held for sale	~~(2.4)~~(7.9)
Currency translation adjustment	0.1

Balance, June 30, ~~2020~~2021	$	~~7.5~~0

NOTE 1415 — 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~~(the “opt-out plaintiffs”); and (iii) indirect purchasers of shell eggs ~~(“indirect~~(the “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 terms egg product opt-out claims asserted against it by four separate opt-out plaintiffs. MFI has at all times denied liability in this matter, and no settlement contains any admission of liability by MFI.

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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 ~~in January 2018,~~ 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 for the three or nine months ended June 30, ~~2020~~2021 or ~~2019.~~2020. At both June 30, ~~2020~~2021 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.

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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~~

Prior to the 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, 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 nine months ended June 30, 2019, the Company expensed $4.7 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 June 30, 2020. In addition, 0 expense was recorded in the Condensed Consolidated Statements of Operations related to these matters for the three or nine months ended June 30, 2020 or for the three months ended June 30, 2019.

Other

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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 1516 — 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.

~~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 are 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 9 years and 7 years as of June 30, 2021 and September 30, 2020, respectively, 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 4.64% and 4.40% at ~~the lease commencement date.~~June 30, 2021 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 Statements of Operations. Costs associated with finance leases and lease income do not have a material impact on the Company’s financial statements.

~~Impact of Adoption~~

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

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

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

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~~if the lease qualifies for the short-term lease exception. If the option is reasonably certain to be exercised, the lease does not qualify as a short-term lease.~~

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

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


	June 30, 2020
~~ROU assets:~~
~~Other assets~~	$	~~119.6~~

~~Lease liabilities:~~
~~Other current liabilities~~	$	~~23.1~~
~~Other liabilities~~	~~107.0~~
~~Total lease liabilities~~	$	~~130.1~~


	June 30, 2021		September 30, 2020
ROU assets:
Other assets	$	131.1	$	116.3

Lease liabilities:
Other current liabilities	$	26.2	$	23.6
Other liabilities	119.6		103.0
Total lease liabilities	$	145.8	$	126.6

The following table presents maturities of the Company’s operating lease ~~liabilities as of June 30, 2020, presented under ASC Topic 842.~~liabilities.

June 30,
~~2020~~2021

Remaining ~~fiscal 2020~~Fiscal 2021

~~7.4~~8.0

~~Fiscal 2021~~

~~27.8~~

Fiscal 2022

~~26.8~~31.8

Fiscal 2023

~~23.7~~28.2

Fiscal 2024

~~17.6~~21.3

Fiscal 2025

15.0

Thereafter

~~51.7~~79.6

Total future minimum payments

~~155.0~~183.9

Less: Implied interest

~~24.9~~38.1

Total lease liabilities

~~130.1~~

145.8

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The following table presents ~~future minimum rental payments under~~supplemental operations statement information related to the Company’s ~~noncancelable~~ operating ~~lease agreements as of September 30, 2019, presented under ASC Topic 840.~~leases.


	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~~


	Three Months Ended June 30,				Nine Months Ended June 30,
	2021		2020		2021		2020
Operating lease expense	$	10.8	$	10.1	$	32.2	$	31.2
Variable lease expense	1.3		1.2		4.0		3.7
Short-term lease expense	1.7		1.9		5.3		5.6

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

As reported under ASC Topic 842, operating lease expense for the three and nine months ended June 30, 2020 was $10.1 and $31.2, respectively. Of the total operating lease expense incurred during the three and nine months ended June 30, 2020, $1.2 and $3.7, respectively, related to variable lease costs and $1.9 and $5.6, respectively, related to short-term lease costs. As reported under ASC Topic 840, rent expense during the three and nine months ended June 30, 2019 was $11.2 and $31.3, respectively. Operating cash flows for amounts included in the measurement of the Company’s operating lease liabilities were $23.4 and $20.6 for the nine months ended June 30, 2021 and 2020, ~~were $20.6.~~respectively. ROU assets obtained in exchange for operating lease liabilities during the nine

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months ended June 30, 2021 and 2020 were ~~$3.0. The weighted average remaining~~$32.5 and $3.0, respectively. Of the $32.5 ROU assets obtained in exchange for operating lease ~~term of~~liabilities during the ~~Company’s operating leases as of~~nine months ended June 30, ~~2020 was approximately 7 years and~~2021, $27.7 related to the ~~weighted average IBR was 4.42% as~~acquisition of ~~June 30, 2020.~~Almark (see Note 4).

NOTE 1617 — LONG-TERM DEBT

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


		June 30, 2020		September 30, 2019			June 30, 2021		September 30, 2020
4.50% Senior Notes maturing September 2031						4.50% Senior Notes maturing September 2031	$	1,800.0	$	0
4.625% Senior Notes maturing April 2030	4.625% Senior Notes maturing April 2030	$	1,250.0	$	—	4.625% Senior Notes maturing April 2030	1,650.0		1,650.0
5.50% Senior Notes maturing December 2029	5.50% Senior Notes maturing December 2029	750.0		750.0		5.50% Senior Notes maturing December 2029	750.0		750.0
5.625% Senior Notes maturing January 2028	5.625% Senior Notes maturing January 2028	940.9		940.9		5.625% Senior Notes maturing January 2028	940.9		940.9
5.50% Senior Notes maturing March 2025		—		1,000.0

5.75% Senior Notes maturing March 2027	5.75% Senior Notes maturing March 2027	1,299.3		1,299.3		5.75% Senior Notes maturing March 2027	1,299.3		1,299.3
5.00% Senior Notes maturing August 2026	5.00% Senior Notes maturing August 2026	1,697.3		1,697.3		5.00% Senior Notes maturing August 2026	0		1,697.3

8.00% Senior Notes maturing July 2025		—		122.2

Term Loan		—		1,309.5

Revolving Credit Facility		175.0		—

BellRing Term B Facility	BellRing Term B Facility	682.5		—		BellRing Term B Facility	618.7		673.7
BellRing Revolving Credit Facility	BellRing Revolving Credit Facility	55.0		—		BellRing Revolving Credit Facility	0		30.0
Municipal bond	Municipal bond	8.3		—		Municipal bond	7.5		8.5
Capital lease		—		0.1

		$	6,858.3	$	7,119.3		$	7,066.4	$	7,049.7
Less: Current portion of long-term debt	Less: Current portion of long-term debt	36.1		13.5		Less: Current portion of long-term debt	115.6		64.9
Debt issuance costs, net	Debt issuance costs, net	60.4		69.0		Debt issuance costs, net	53.9		62.6
Plus: Unamortized premium and discount, net	Plus: Unamortized premium and discount, net	15.1		29.2		Plus: Unamortized premium and discount, net	35.2		36.8
Total long-term debt	Total long-term debt	$	6,776.9	$	7,066.0	Total long-term debt	$	6,932.1	$	6,959.0

Senior Notes

On ~~February 26, 2020, the~~ March 10, 2021, the Company issued ~~$1,250.0~~$1,800.0 principal value of ~~4.625%~~4.50% senior notes maturing ~~in April 2030.~~in September 2031. The ~~4.625%~~4.50% senior ~~notes~~notes were issued at par, and the Company ~~received $1,241.0~~received $1,783.2 after incurring investment banking and other fees and expenses of ~~$9.0,~~$16.8, which ~~were deferred~~will be deferred and ~~are being~~ amortized to interest expense over the term of the notes. Interest payments ~~on the 4.625% senior notes~~ will be ~~due~~due semi-annually each ~~April~~March 15 and ~~October~~September 15, beginning on ~~October~~September 15, ~~2020.~~2021. With the net proceeds received from ~~this~~the issuance, thethe Company ~~repaid~~redeemed the ~~$1,000.0~~ outstanding principal balance of the ~~5.50%~~5.00% senior ~~notes maturing in March 2025. In connection with the early repayment~~notes. For additional information, see “Repayments of ~~these notes, the Company recorded expense of $50.0 in~~ the nine months ended June 30, 2020, which is included in “Loss on extinguishment of debt, net” in the Condensed Consolidated Statement of Operations. This loss included a premium of $41.3 and debt issuance costs write-offs of $8.7. Long-Term Debt” below.

In the second quarter of fiscal 2020, the Company repaid the $122.2 outstanding principal balance of the 8.00% senior notes using cash on hand. In connection with the early repayment of these notes, the Company recorded expense ~~of $9.2 in th~~e nine months ended June 30, 2020, which was included in “Loss on extinguishment of debt, net” in the Condensed Consolidated Statement of Operations. This loss included a premium of $8.5 and debt issuance costs write-offs of $0.7.

Credit Agreement

On March 18, 2020, the Company entered into a second amended and restated credit agreement (the “Credit Agreement”). The Credit Agreement provides for a revolving credit facility in an aggregate principal amount of $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. Letters of credit are available under the Credit Agreement in an aggregate amount of up to $75.0. The ~~Company incurred~~ ~~$3.6~~ of issuance costs in connection with entering into the Credit Agreement, which will be deferred and amortized to interest expense over the term of the Credit Agreement. Additionally, the Company recorded write-offs of debt issuance costs of $0.8 in the nine months ended June 30, 2020, which was included in “Loss on extinguishment of debt, net” in the Condensed Consolidated Statement of Operations.

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~~During the nine months ended June 30, 2020, the Company borrowed~~ ~~$500.0~~ under the Revolving Credit Facility and repaid $325.0 on the Revolving Credit Facility. The proceeds under the Revolving Credit Facility may be used for working capital, general corporate or other purposes as permitted by the Revolving Credit Facility. The Revolving Credit Facility has outstanding letters of ~~credit~~credit of ~~$21.8~~,$19.2, which reduced the available borrowing capacity under the Revolving Credit Facility to ~~$553.2~~$730.8 at June 30, ~~2020. The~~2021. Any outstanding amounts under the Revolving Credit Facility must be repaid on or before March 18, 2025.

The Credit Agreement 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

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also permits the Company to incur other secured or unsecured debt, in all cases subject to conditions and limitations on the amount as specified in the Credit Agreement.

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

Borrowings under the Revolving Credit Facility bear interest, at the option of the Company, at an annual rate equal to either (a) the Eurodollar rate or (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 defined in the Credit Agreement), with the applicable margin for Eurodollar rate loans and base rate loans being (i) 2.00% and 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 1.50:1.00 or (iii) 1.50% and 0.50%, respectively, if the secured net leverage ratio is less than 1.50:1.00. Commitment fees on the daily unused amount of commitments under the Revolving Credit Facility initially accrued at the rate of 0.25%, and thereafter, will accrue at a rate of 0.375% if the Company’s secured net leverage 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 $100.0, certain events of bankruptcy and insolvency, inability to pay debts, the occurrence of one or more unstayed or undischarged judgments in excess of $100.0, attachments issued against all 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 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 (subject to certain permitted liens). Upon the occurrence and during the continuance of an event of default, the maturity of the loans under the Credit Agreement may 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 of the Company’s obligations under the Credit Agreement.

~~2020 Bridge Loan~~

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 principal 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, the Company incurred issuance costs of $19.1, of which $15.3 were refunded to the Company at the closing of the IPO on October 21, 2019, and the remaining $3.8 of issuance costs were written off and included in “Loss on extinguishment of debt, net” in the Condensed Consolidated Statement of Operations for the nine months ended June 30, 2020.

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~~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 October 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 nine months ended June 30, 2019. Upon the closing of the 8th Avenue Transactions on October 1, 2018, the 2018 Bridge Loan was assumed by 8th Avenue and the Company was released from its repayment obligations thereunder while retaining the proceeds from the 2018 Bridge Loan.

~~Term Loan~~

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

Municipal Bond

In connection with the ongoing construction of a filtration system at the Company’s potato plant in Chaska, Minnesota, the Company continues to incur debt that guarantees the repayment of certain industrial revenue bonds used to finance the construction of the project. ~~During the nine months ended June 30, 2020, the Company received $2.0 in proceeds related to the municipal bond and repaid $1.1 related to the municipal bond.~~ Principal payments are due annually on March 1, and interest payments are due semi-annually each March 1 and September 1. The debt matures on March 1, 2028.

BellRing’s Credit Agreement and Senior Debt Facilities

On October 21, 2019, BellRing entered into a credit agreement ~~(the~~(as subsequently amended, 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 $20.0. ~~The~~Any 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,~~February 26, 2021, BellRing ~~borrowed~~entered into a second amendment to the ~~full amount under~~BellRing Credit Agreement (the “BellRing Amendment”). The BellRing Amendment provided for the refinancing of the BellRing Term B Facility ~~and $100.0 under~~on substantially the same terms as in effect prior to the BellRing ~~Revolving~~Amendment, except that it (i) reduced the interest rate margin by 100 basis points, resulting in (A) for Eurodollar rate loans, an interest rate of the Eurodollar rate plus a margin of 4.00% and (B) for base rate loans, an interest rate of the base rate plus a margin of 3.00%, (ii) reduced the floor for the Eurodollar rate to 0.75%, (iii) modified the BellRing Credit ~~Facility. The~~Agreement to address the anticipated unavailability of LIBOR as a reference interest rate and (iv) provided that if on or before August 26, 2021 BellRing ~~Term B Facility was issued at 98.0% of par and BellRing received $776.4 from~~repays 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 usedin whole or in part with the proceeds ~~together with~~of new or replacement debt at a lower effective interest rate, or further amends the ~~net proceeds of~~BellRing Credit Agreement to reduce the ~~IPO that were contributed~~effective interest rate applicable to ~~it by~~the BellRing ~~Brands, Inc., (i)~~Term B Facility, BellRing must pay a 1.00% premium on the amount repaid or subject 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~~rate reduction. In connection with the ~~IPO~~BellRing Amendment, BellRing paid debt

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refinancing fees of $0.1 and $1.6 in 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~~three 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~~ nine months ended June 30, ~~2020, BellRing borrowed $185.0 under~~2021, respectively, which were included in “Loss on extinguishment and refinancing of debt, net” in the Condensed Consolidated Statements of Operations.

Subsequent to the BellRing Revolving Credit Facility and repaid $130.0 on the BellRing Revolving Credit Facility. As of June 30, 2020, the available borrowing capacity under the BellRing Revolving Credit Facility was $145.0 and there were 0 outstanding letters of credit.

~~Borrowings~~Amendment, borrowings under the BellRing Term B Facility bear interest, at the option of BellRing, at an annual rate equal to either (a) the Eurodollar rate or (b) the base rate determined by reference to the greatest of (i) the prime rate, (ii) the federal funds effective rate plus 0.50% per annum and (iii) the one-month Eurodollar rate plus 1.00% per annum, in each case plus an applicable margin of ~~5.00%~~4.00% for Eurodollar rate-based loans and ~~4.00%~~3.00% for base rate-based loans.

The BellRing Term B Facility requires quarterly scheduled amortization payments of $8.75, which began on March 31, 2020, with the balance to be paid at maturity on October 21, 2024. Interest was paid on each Interest Payment Date (as defined in the BellRing Credit Agreement) during each of the nine months ended June 30, 2021 and 2020. The BellRing Term B Facility contains customary mandatory prepayment provisions, including provisions for mandatory prepayment (a) from the net cash proceeds of certain asset sales and (b) ~~beginning with the fiscal year ending September 30, 2020,~~ of 75% of consolidated excess cash flow (as defined in the BellRing Credit Agreement) (which percentage will be reduced to 50% if the secured net leverage ratio (as defined in the BellRing Credit Agreement) is less than or equal to 3.35:1.00 as of a fiscal year end). ~~The~~During the nine months ended June 30, 2021, BellRing ~~Term B Facility may be optionally prepaid at 101% of the principal~~

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~~amount prepaid at any time during the first 12 months following the closing of~~repaid $28.8 on the BellRing Term B Facility ~~and~~as a mandatory prepayment from fiscal 2020 excess cash flow, which was in addition to the scheduled amortization payments. The Company classified $79.5 related to the estimated mandatory prepayment of fiscal 2021 excess cash flow in “Current portion of long-term debt” on the Condensed Consolidated Balance Sheet at June 30, 2021. BellRing may prepay the BellRing Term B Facility at its option without penalty or premium, ~~or penalty thereafter.~~except as provided in the BellRing Amendment. The interest rate on the BellRing Term B Facility was 4.75% and 6.00% atas of June 30, ~~2020.~~2021 and September 30, 2020, respectively.

Borrowings under the BellRing Revolving Credit Facility bear interest, at the option of BellRing, at an annual rate equal to either the Eurodollar rate or the base rate (determined as described above) plus a margin, which initially ~~were~~was 4.25% for Eurodollar rate-based loans and 3.25% for base rate-based loans, and thereafter, will be determined by reference to the secured net leverage ratio, with the applicable margin for Eurodollar rate-based loans and base rate-based loans being (i) 4.25% and 3.25%, respectively, if the secured net leverage ratio is greater than or equal to 3.50:1.00, (ii) 4.00% and 3.00%, respectively, if the secured net leverage ratio is less than 3.50:1.00 and greater than or equal to 2.50:1.00 or (iii) 3.75% and 2.75%, respectively, if the secured net leverage ratio is less than 2.50:1.00. Facility fees on the daily unused amount of commitments under the BellRing Revolving Credit Facility initially accrued at the rate of 0.50% per annum, and thereafter, depending on BellRing’s secured net leverage ratio, will accrue at rates ranging from 0.25% to 0.50% per annum. There were no amounts drawn under the BellRing Revolving Credit Facility as of June 30, 2021. The interest rate on the drawn portion of the BellRing Revolving Credit Facility was 5.25% atas of September 30, 2020.

During the nine months ended June 30, 2021 and 2020, BellRing borrowed $20.0 and $185.0, respectively, under the BellRing Revolving Credit Facility and repaid $50.0 and $130.0, respectively, on the BellRing Revolving Credit Facility. The available borrowing capacity under the BellRing Revolving Credit Facility was $200.0 and $170.0 as of June 30, 2021 and September 30, 2020, respectively. There were 0 outstanding letters of credit as of June 30, 2021 or 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 one or more unstayed or undischarged judgments in excess of $65.0, certain events under ERISA, the invalidity of any loan document, a change in control and the failure of the collateral documents to create a valid and perfected first priority lien. Upon the occurrence and during the continuance of an event of default, the maturity of the loans under the BellRing Credit Agreement may accelerate and the agent and lenders under the BellRing Credit Agreement may exercise other rights and remedies available at law or under the loan documents, including with respect to the collateral and guarantees of BellRing’s obligations under the BellRing Credit Agreement.

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

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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 and refinancing of debt, net” in the Condensed Consolidated Statements of Operations.


		Repayments of Long-Term Debt					Loss on Extinguishment of Debt, net
Three Months Ended June 30,													Three Months Ended June 30,	Repayments of Long-Term Debt			Loss on Extinguishment and Refinancing of Debt, net
	Three Months Ended June 30,	Issuance or Borrowing	Principal Amount Repaid		Debt Repurchased at a Discount		Premium Paid		Write-off of Debt Issuance Costs		Write-off of Unamortized Premium			Issuance or Borrowing	Principal Amount Repaid		Debt Premiums and Refinancing Fees Paid		Write-off of Debt Issuance Costs and Deferred Financing Fees

		Revolving Credit Facility	$	325.0	$	—	$	—	$	—	$	—
		BellRing Revolving Credit Facility	65.0		—		—		—		—			BellRing Term B Facility	$	8.7	$	0	$	0
		BellRing Term B Facility	8.8		—		—		—		—
														BellRing Credit Agreement (a)	0		0.1		0

2020		Total	$	398.8	$	—	$	—	$	—	$	—

2021													2021	Total	$	8.7	$	0.1	$	0

														Revolving Credit Facility	$	325.0	$	0	$	0
														BellRing Revolving Credit Facility	65.0		0		0
														BellRing Term B Facility	8.8		0		0

2020													2020	Total	$	398.8	$	0	$	0


		Repayments of Long-Term Debt					Loss on Extinguishment of Debt, net
Nine Months Ended June 30,													Nine Months Ended June 30,	Repayments of Long-Term Debt			Loss on Extinguishment and Refinancing of Debt, net
	Nine Months Ended June 30,	Issuance or Borrowing	Principal Amount Repaid		Debt Repurchased at a Discount		Premium Paid		Write-off of Debt Issuance Costs		Write-off of Unamortized Premium			Issuance or Borrowing	Principal Amount Repaid		Debt Premiums and Refinancing Fees Paid		Write-off of Debt Issuance Costs and Deferred Financing Fees
		Term Loan	$	1,309.5	$	—	$	—	$	9.1	$	—
		2020 Bridge Loan	1,225.0		—		—		3.8		—
		5.50% Senior Notes maturing in March 2025	1,000.0		—		41.3		8.7		—
		Revolving Credit Facility	325.0		—		—		—		—
		BellRing Revolving Credit Facility	130.0		—		—		—		—
		8.00% Senior Notes	122.2		—		8.5		0.7		—			5.00% Senior Notes	$	1,697.3	$	74.3	$	18.9
		BellRing Term B Facility	17.5		—		—		—		—			BellRing Revolving Credit Facility	50.0		0		0
		Municipal bond	1.1		—		—		—		—			BellRing Term B Facility	55.0		0		0
		Credit Agreement	—		—		—		0.8		—			Municipal bond	1.0		0		0
														BellRing Credit Agreement (a)	0		1.6		0
2020		Total	$	4,130.3	$	—	$	49.8	$	23.1	$	—

2021													2021	Total	$	1,803.3	$	75.9	$	18.9

		Term Loan	$	863.0	$	—	$	—	$	7.6	$	—		Term loan	$	1,309.5	$	0	$	9.1
		5.75% Senior Notes	27.0		(1.5)		—		0.3		(0.7)			Bridge loan	1,225.0		0		3.8
		5.625% Senior Notes	20.0		(1.3)		—		0.2		—			5.50% Senior Notes maturing in March 2025	1,000.0		41.3		8.7
		5.00% Senior Notes	13.0		(1.2)		—		0.1		—			Revolving Credit Facility	325.0		0		0
		Capital lease	0.1		—		—		—		—			8.00% Senior Notes	122.2		8.5		0.7
		2018 Bridge Loan	—		—		—		2.6		—			BellRing Revolving Credit Facility	130.0		0		0
2019		Total	$	923.1	$	(4.0)	$	—	$	10.8	$	(0.7)
														BellRing Term B Facility	17.5		0		0
														Municipal bond	1.1		0		0
														Credit Agreement (b)	0		0		0.8
2020													2020	Total	$	4,130.3	$	49.8	$	23.1

(a)In connection with the BellRing Amendment discussed above, BellRing paid refinancing fees.

(b)In connection with the amendment and restatement of the Credit Agreement in March 2020, the Company recorded a write-off of deferred financing fees.

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~~ 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

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Company’s revolving credit commitments. As of June 30, ~~2020,~~2021, 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 other secured or unsecured debt, if, among other conditions, certain financial ratios are met, as defined and specified in the Credit Agreement.

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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. The total net leverage ratio of BellRing did not exceed this threshold as of June 30, ~~2020.~~2021.

NOTE 1718 — PENSION AND OTHER POSTRETIREMENT BENEFITS

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

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 (gain) are reported in “Other income, net.”


		North America															North America
		Three Months Ended June 30,						Nine Months Ended June 30,							Three Months Ended June 30,				Nine Months Ended June 30,
		2020		2019		2020		2019			2021		2020		2021		2020

Service cost	Service cost	$	1.1	$	0.9	$	3.2	$	2.8	Service cost	$	0.9	$	1.1	$	2.8	$	3.2
Interest cost	Interest cost	1.0		1.1		2.8		3.1		Interest cost	0.8		1.0		2.4		2.8
Expected return on plan assets	Expected return on plan assets	(1.6)		(1.6)		(4.8)		(4.8)		Expected return on plan assets	(1.6)		(1.6)		(4.8)		(4.8)
Recognized net actuarial loss	Recognized net actuarial loss	0.4		—		1.3		—		Recognized net actuarial loss	0.6		0.4		1.8		1.3
Recognized prior service cost	Recognized prior service cost	—		—		0.1		0.1		Recognized prior service cost	0.1		0		0.1		0.1
Net periodic benefit cost	Net periodic benefit cost	$	0.9	$	0.4	$	2.6	$	1.2	Net periodic benefit cost	$	0.8	$	0.9	$	2.3	$	2.6


		Other International															Other International
		Three Months Ended June 30,						Nine Months Ended June 30,							Three Months Ended June 30,				Nine Months Ended June 30,
		2020		2019		2020		2019			2021		2020		2021		2020

Service cost		$	—	$	1.4	$	—	$	4.3

Interest cost	Interest cost	3.6		4.7		11.0		14.3		Interest cost	$	3.8	$	3.6	$	11.3	$	11.0
Expected return on plan assets	Expected return on plan assets	(6.0)		(7.2)		(18.4)		(21.8)		Expected return on plan assets	(6.3)		(6.0)		(18.6)		(18.4)

Recognized prior service cost										Recognized prior service cost	0.1		0		0.3		0
Net periodic benefit gain	Net periodic benefit gain	$	(2.4)	$	(1.1)	$	(7.4)	$	(3.2)	Net periodic benefit gain	$	(2.4)	$	(2.4)	$	(7.0)	$	(7.4)

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

Three Months Ended
June 30, Nine Months Ended
June 30,
2020 2019 2020 2019
Service cost $ 0.1 $ 0.2 $ 0.4 $ 0.4
Interest cost 0.5 0.5 1.4 1.6
Recognized net actuarial loss 0.2 — 0.5 —
Recognized prior service credit (1.2) (1.2) (3.5) (3.6)
Net periodic benefit gain $ (0.4) $ (0.5) $ (1.2) $ (1.6)
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 gain are reported in “Other income, net.”

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	Three Months Ended June 30,				Nine Months Ended June 30,
	2021		2020		2021		2020

Service cost	$	0.2	$	0.1	$	0.4	$	0.4
Interest cost	0.4		0.5		1.2		1.4
Recognized net actuarial loss	0.2		0.2		0.8		0.5
Recognized prior service credit	(1.1)		(1.2)		(3.5)		(3.5)
Net periodic benefit gain	$	(0.3)	$	(0.4)	$	(1.1)	$	(1.2)

NOTE 1819 — SHAREHOLDERS’ EQUITY

~~Stock Repurchases~~

~~Duri~~ngThe following table summarizes the ~~three months ended June 30, 2020, the Company repurchased 0.4 shares~~Company’s repurchases of its common ~~stock at an average share price~~stock.


	Three Months Ended June 30,				Nine Months Ended June 30,
	2021		2020		2021		2020
Shares repurchased	0		0.4		3.3		4.6
Average price per share	$	0	$	87.22	$	95.78	$	101.14
Total cost including broker’s commissions (a)	$	0	$	33.2	$	315.3	$	462.3

(a)“Purchases of ~~$87.22 per share~~treasury stock” in the Condensed Consolidated Statement of Cash Flows for ~~a total cost of $33.2, including broker’s commissions.~~ ~~During~~ the nine months ended June 30, ~~2020, the Company repurchased 4.6 shares~~2021 included $7.4 of ~~its~~repurchases of common stock that were accrued at ~~an average share price of $101.14 per share for a total cost of $462.3, including broker’s commissions.~~ ~~Of the $33.2 total cost, $2.0 was not settled until July~~September 30, 2020 and ~~was included in “Other current liabilities” on the Condensed Consolidated Balance Sheet at June 30, 2020. Purchases~~did not settle until fiscal 2021. “Purchases of treasury ~~stock~~stock” in the Condensed Consolidated Statement of Cash Flows for the nine months ended June 30, 2020 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 ~~three months~~year ended ~~June~~September 30, ~~2019,~~2020, the Company ~~repurchased 0.2 shares~~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 ~~its common stock at an average share price of $103.85 per share for a total cost of $22.9, including broker’s commissions. Of~~$47.5 which were recorded as “Additional paid-in-capital” on the ~~$22.9 total cost, $4.0 was accrued and had not yet been paid~~Condensed Consolidated Balance Sheet at June 30, ~~2019. During~~2021 and as “Cash received from share repurchase contracts” in the Condensed Consolidated Statement of Cash Flows for the nine months ended June 30, ~~2019, the Company repurchased 0.9 shares of its common stock at an average share price of $96.18 per share for a total cost of $88.7, including broker’s commissions.~~

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

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

~~Exercises of Stock Options~~

During the nine months ended June 30, 2019, the Company had 1.3 stock options exercised at a weighted average exercise price per share of $32.71 and as a result, received proceeds of $41.5. The Company had minimal stock options exercised during the three and nine months ended June 30, 2020 and received proceeds of $0.5 and $3.9, respectively.2021.

NOTE 1920 — SEGMENTS

At June 30, ~~2020,~~2021, the Company’s operating and reportable segments were as follows:

•Post Consumer Brands: North American RTE ~~cereal;~~cereal and Peter Pan nut butters;

•Weetabix: primarily ~~United Kingdom~~U.K. RTE cereal and muesli;

•Foodservice: primarily egg and potato products;

•Refrigerated Retail: 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.

Amounts reported for Corporate in the table below include any amounts attributable to PHPC.

Management evaluates each segment’s performance based on its segment profit, which for all segments excluding BellRing Brands is its ~~earnings~~earnings/loss 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. The following tables present information about the Company’s reportable segments.

Three Months Ended
June 30, Nine Months Ended
June 30,
2020 2019 2020 2019
Net Sales
Post Consumer Brands $ 528.1 $ 474.1 $ 1,477.2 $ 1,388.5
Weetabix 111.8 108.4 326.7 313.4
Foodservice 242.3 412.6 1,041.3 1,209.8
Refrigerated Retail 250.3 207.1 737.8 688.2
BellRing Brands 204.2 237.6 705.7 639.9
Eliminations (0.3) (0.6) (1.3) (1.5)
Total $ 1,336.4 $ 1,439.2 $ 4,287.4 $ 4,238.3
Segment Profit (Loss)

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																								Three Months Ended June 30,								Nine Months Ended June 30,
																								2021				2020				2021				2020
Net Sales																	Net Sales
																			Post Consumer Brands					$	468.7			$	528.1			$	1,393.6			$	1,477.2
		Post Consumer Brands			$	127.6			$	82.7			$	300.6			$	249.9				Weetabix				123.4				111.8				350.3				326.7
		Weetabix			32.6				26.8				84.3				69.3					Foodservice				435.1				242.3				1,158.8				1,041.3
		Foodservice			(40.3)				58.5				30.5				158.6					Refrigerated Retail				220.8				250.3				723.4				737.8
		Refrigerated Retail			42.3				15.8				98.5				72.8					BellRing Brands				342.6				204.2				907.1				705.7
		BellRing Brands			30.6				55.6				115.0				134.8
																			Eliminations					(0.8)				(0.3)				(2.1)				(1.3)
				Total segment profit	192.8				239.4				628.9				685.4							Total		$	1,589.8			$	1,336.4			$	4,531.1			$	4,287.4
Segment Profit (Loss)																	Segment Profit (Loss)
																			Post Consumer Brands					$	87.8			$	127.6			$	250.1			$	300.6
																			Weetabix					28.6				32.6				82.6				84.3
																			Foodservice					27.9				(40.3)				47.5				30.5
																			Refrigerated Retail					14.3				42.3				72.2				98.5
																			BellRing Brands					51.5				30.6				114.9				115.0

																						Total segment profit		210.1				192.8				567.3				628.9
General corporate expenses and other	General corporate expenses and other						17.6				37.5				97.7					123.2			General corporate expenses and other					0.7				17.6				29.6				97.7
Gain on sale of business							—				—				—					(127.3)

Interest expense, net	Interest expense, net						96.4				85.6				293.3					230.5			Interest expense, net					91.9				96.4				283.3				293.3
Loss on extinguishment of debt, net							—				—				72.9					6.1
Expense on swaps, net							29.2				86.2				192.4					200.9
Earnings (loss) before income taxes and equity method loss							$	49.6			$	30.1			$	(27.4)				$	252.0
Loss on extinguishment and refinancing of debt , net																	Loss on extinguishment and refinancing of debt , net							0.1				0				94.8				72.9
Expense (income) on swaps, net																	Expense (income) on swaps, net							121.6				29.2				(105.6)				192.4
(Loss) earnings before income taxes and equity method loss																	(Loss) earnings before income taxes and equity method loss							$	(4.2)			$	49.6			$	265.2			$	(27.4)
Net sales by product	Net sales by product																						Net sales by product
																			Cereal and granola					$	570.1			$	639.7			$	1,704.1			$	1,803.3
		Cereal and granola			$	639.7			$	582.5			$	1,803.3			$	1,701.9				Nut butters				21.8				0				39.2				0
		Eggs and egg products			248.1				399.1				1,006.6				1,174.9					Eggs and egg products				416.1				248.1				1,108.0				1,006.6
		Side dishes			117.2				124.3				408.8				393.4					Side dishes (including potato products)				133.7				117.2				427.6				408.8
		Cheese and dairy			71.5				51.4				195.6				175.4					Cheese and dairy				50.8				71.5				168.1				195.6
		Sausage			42.7				32.9				128.9				113.2					Sausage				37.4				42.7				124.7				128.9
		Protein-based products and supplements			204.3				237.6				706.0				639.9					Protein-based products and supplements				342.6				204.3				907.3				706.0

		Other			13.1				12.0				39.2				41.1					Other				18.2				13.1				54.0				39.2
		Eliminations			(0.2)				(0.6)				(1.0)				(1.5)					Eliminations				(0.9)				(0.2)				(1.9)				(1.0)
				Total	$	1,336.4			$	1,439.2			$	4,287.4			$	4,238.3						Total		$	1,589.8			$	1,336.4			$	4,531.1			$	4,287.4
Depreciation and amortization	Depreciation and amortization																						Depreciation and amortization
		Post Consumer Brands			$	28.2			$	29.7			$	84.2			$	89.1				Post Consumer Brands				$	30.0			$	28.2			$	87.4			$	84.2
		Weetabix			8.4				9.2				25.7				26.7					Weetabix				9.8				8.4				28.6				25.7
		Foodservice			29.6				28.3				88.3				83.0					Foodservice				32.0				29.6				94.3				88.3
		Refrigerated Retail			19.4				17.7				54.4				55.4					Refrigerated Retail				18.8				19.4				55.2				54.4
		BellRing Brands			6.2				6.3				19.0				19.0					BellRing Brands				17.7				6.2				48.3				19.0

			Total segment depreciation and amortization	91.8			91.2				271.6				273.2							Total segment depreciation and amortization		108.3				91.8				313.8				271.6
		Corporate and accelerated depreciation			0.9				5.5				2.9				14.9					Corporate				1.1				0.9				3.1				2.9
				Total	$	92.7			$	96.7			$	274.5			$	288.1						Total		$	109.4			$	92.7			$	316.9			$	274.5

Assets	Assets														June 30, 2020					September 30, 2019			Assets													June 30, 2021				September 30, 2020
		Post Consumer Brands											$	3,266.0			$	3,296.3				Post Consumer Brands												$	3,508.5			$	3,291.7
		Weetabix											1,805.8				1,779.1
		Foodservice and Refrigerated Retail											5,006.7				5,033.8
		BellRing Brands											659.9				594.0

		Corporate											1,189.3				1,248.4
				Total									$	11,927.7			$	11,951.6

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~~NOTE 20 — SUBSEQUENT EVENT~~

~~Repayment of Revolving Credit Facility Borrowings~~

On July 8, 2020, the Company repaid the remaining outstanding principal balance on its Revolving Credit Facility using cash on hand. As of July 31, 2020, the Revolving Credit Facility had outstanding letters of credit of $21.8, which reduced the available borrowing capacity under the Revolving Credit Facility to $728.2.

~~Acquisition Subsequent to Period End~~

On July 1, 2020, the Company completed its acquisition of Henningsen Foods, Inc. from 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.


Weetabix		1,996.2		1,864.5
Foodservice and Refrigerated Retail		5,096.1		5,022.0
BellRing Brands		685.3		653.5

Corporate		1,276.3		1,315.0
	Total	$	12,562.4	$	12,146.7

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

The following discussion summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity and capital resources of Post Holdings, Inc. and its consolidated subsidiaries. This discussion should be read in conjunction with our unaudited condensed consolidated financial statements and notes thereto included herein, our audited financial statements and notes thereto found in our 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 June 30, ~~2020,~~2021, our reportable segments were as follows:

•Post Consumer Brands: North American ready-to-eat (“RTE”) ~~cereal;~~cereal and Peter Pan nut butters;

•Weetabix: primarily United Kingdom (the “U.K.”) RTE cereal and ~~branded~~ muesli;

•Foodservice: primarily egg and potato products;

•Refrigerated Retail: 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

Fiscal 2021

On May 28, 2021, we and Post Holdings Partnering Corporation, a newly formed special purpose acquisition company incorporated as a Delaware corporation (“PHPC”), consummated the initial public offering of 30.0 million units of PHPC (the “PHPC Units”). On June 3, 2021, PHPC issued an additional 4.5 million PHPC Units pursuant to the underwriters’ exercise in full of their over-allotment option. The term “PHPC IPO” as used herein generally refers to the consummation of the initial public offering on May 28, 2021 and the underwriters’ exercise in full of their over-allotment option on June 3, 2021. Each PHPC Unit consists of one share of Series A common stock of PHPC, par value $0.0001 per share (“PHPC Series A Common Stock”), and one-third of one redeemable warrant of PHPC, each whole warrant entitling the holder thereof to purchase one share of PHPC Series A Common Stock at an exercise price of $11.50 per share (the “PHPC Warrants”). The PHPC Units were sold at a price of $10.00 per PHPC Unit, generating gross proceeds to PHPC of $345.0. PHPC Sponsor, LLC, our wholly owned subsidiary (“PHPC Sponsor”), purchased 4.0 million of the 30.0 million PHPC Units in the initial public offering on May 28, 2021 for $40.0. The PHPC Units began trading on the New York Stock Exchange (the “NYSE”) under the ticker symbol “PSPC.U” on May 26, 2021. As of July 16, 2021, holders of the PHPC Units may elect to separately trade their shares of PHPC Series A Common Stock and PHPC Warrants, with the shares of PHPC Series A Common Stock and the PHPC Warrants listed on the NYSE under the symbols “PSPC” and “PSPC WS”, respectively. Under the terms of the PHPC IPO, PHPC is required to consummate a partnering transaction within 24 months (or 27 months under certain circumstances) of the completion of the PHPC IPO.

Substantially concurrently with the closing of the initial public offering on May 28, 2021, PHPC completed the private sale of 1.0 million units of PHPC (the “PHPC Private Placement Units”), at a purchase price of $10.00 per PHPC Private Placement Unit, to PHPC Sponsor, and in connection with the underwriters’ exercise in full of their option to purchase additional PHPC Units, PHPC Sponsor purchased an additional 0.1 million PHPC Private Placement Units, generating proceeds to PHPC of $10.9 million (the “PHPC Private Placement”). The PHPC Private Placement Units sold in the PHPC Private Placement are identical to the PHPC Units sold in the PHPC IPO, except that, with respect to the warrants underlying the PHPC Private Placement Units (the “PHPC Private Placement Warrants”) that are held by PHPC Sponsor or its permitted transferees, such PHPC Private Placement Warrants (i) may be exercised for cash or on a cashless basis, (ii) are not subject to being called for redemption (except in certain circumstances when the PHPC Warrants are called for redemption and a certain price per share of PHPC Series A Common Stock threshold is met) and (iii) subject to certain limited exceptions, will be subject to transfer restrictions until 30 days following the consummation of PHPC’s partnering transaction. If the PHPC Private Placement Warrants are held by holders other than PHPC Sponsor or its permitted transferees, the PHPC Private Placement Warrants will be redeemable by PHPC in all redemption scenarios and exercisable by holders on the same basis as the PHPC Warrants.

In addition, we, through PHPC Sponsor’s ownership of 8.6 million shares of Series F common stock of PHPC, par value $0.0001 per share, have certain governance rights in PHPC.

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In connection with the completion of the initial public offering on May 28, 2021, PHPC also entered into a forward purchase agreement with PHPC Sponsor (the “Forward Purchase Agreement”), providing for the purchase by PHPC Sponsor, at the election of PHPC, of up to 10.0 million units of PHPC (the “PHPC Forward Purchase Units”), subject to the terms and conditions of the Forward Purchase Agreement, with each PHPC Forward Purchase Unit consisting of one share of PHPC’s Series B common stock, par value of $0.0001 per share, and one-third of one warrant to purchase one share of PHPC Series A Common Stock, for a purchase price of $10.00 per PHPC Forward Purchase Unit, in an aggregate amount of up to $100.0 million in a private placement to occur concurrently with the closing of PHPC’s partnering transaction.

In determining the accounting treatment of our equity interest in PHPC, management concluded that PHPC is a variable interest entity (“VIE”) as defined by Accounting Standards Codification (“ASC”) Topic 810, “Consolidation.” A VIE is an entity in which equity investors at risk lack the characteristics of a controlling financial interest. VIEs are consolidated by the primary beneficiary, the party who has both the power to direct the activities of a VIE that most significantly impact the entity’s economic performance, as well as the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the entity. PHPC Sponsor is the primary beneficiary of PHPC as it has, through its equity interest, the right to receive benefits or the obligation to absorb losses from PHPC, as well as the power to direct a majority of the activities that significantly impact PHPC’s economic performance, including target identification. As such, PHPC is fully consolidated into our financial statements.

As of June 30, 2021, we beneficially owned 31.0% of the equity of PHPC and the net income and net assets of PHPC were consolidated within our financial statements. The remaining 69.0% of the consolidated net income and net assets of PHPC, representing the percentage of economic interest in PHPC held by the public stockholders of PHPC through their ownership of PHPC equity, were allocated to redeemable noncontrolling interest (“NCI”). All transactions between PHPC and PHPC Sponsor, as well as related financial statement impacts, eliminate in consolidation.

Fiscal 2020

On October 21, 2019, BellRing Brands, Inc. (“BellRing”), our subsidiary, closed its initial public offering (the ~~“IPO”~~“BellRing IPO”) of 39.4 million shares of its Class A common stock, $0.01 par value per share (the ~~“Class~~“BellRing 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 BellRing IPO of $524.4 million, after deducting underwriting discounts and commissions. As a result of the BellRing IPO and certain other transactions completed in connection with the BellRing IPO, ~~(the “formation transactions”),~~ BellRing isbecame a publicly-traded company ~~whose~~with the BellRing Class A Common Stock isbeing traded on the ~~New York Stock Exchange~~NYSE 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~~“BellRing Class B Common Stock” and, collectively with the BellRing Class A Common Stock, the “BellRing Common Stock”). The BellRing 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 BellRing 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 June 30, 2021 and ~~reported historically as~~September 30, 2020, we and our affiliates (other than BellRing and its subsidiaries) 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 BellRing Class A Common Stock), ~~was~~were allocated to ~~noncontrolling interest. The term “BellRing” as used herein generally refers to BellRing Brands, Inc.; however, in discussions related to debt facilities,~~NCI.

Acquisitions

We completed the ~~term “BellRing” refers to BellRing Brands, LLC. For additional information, see Notes~~following acquisitions during fiscal 2021 and 2020:

Fiscal 2021

•Private label RTE cereal business of TreeHouse Foods, Inc (the “PL RTE Cereal Business”), acquired on June 1, 2021 and ~~5 within “Notes to Condensed Consolidated Financial Statements.”~~

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 our historical private brands business. We retained shares of common stock equal to 60.5% of the common equity in 8th Avenue. 8th Avenue is no longer consolidatedreported in our Post Consumer Brands segment;

•Egg Beaters brand (“Egg Beaters”), acquired on May 27, 2021 and reported in our Refrigerated Retail segment;

•Almark Foods business and related assets (“Almark”), acquired on February 1, 2021 and reported in our Foodservice and Refrigerated Retail segments; and

•Peter Pan nut butter brand (“Peter Pan”), acquired on January 25, 2021 and reported in our Post Consumer Brands segment.

Fiscal 2020

•Henningsen Foods, Inc. (“Henningsen”), acquired on July 1, 2020 and reported in our Foodservice segment.

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We completed the acquisitions of Egg Beaters and Peter Pan on May 27, 2021 and January 25, 2021, respectively. The quarter close date for both Egg Beaters and Peter Pan was June 27, 2021. As the amounts associated with the additional three days are immaterial, results of these entities have not been adjusted to conform with our fiscal calendar. Due to the level of integration within our existing Foodservice and Refrigerated Retail businesses, certain discrete financial ~~statements~~data for Almark is not available for the Foodservice and Refrigerated Retail segments for the ~~60.5% common equity retained interest in 8th Avenue~~three and nine months ended June 30, 2021. Due to the level of integration within our existing Foodservice businesses, certain discrete financial data for Henningsen is ~~accounted~~not available for ~~using~~ the ~~equity method. For additional information, see Notes 4~~three and ~~5 within “Notes to Condensed Consolidated Financial Statements.”~~nine months ended June 30, 2021.

COVID-19

The COVID-19 pandemic has ~~continued~~caused and continues to ~~create~~cause global economic disruption and uncertainty, including in our business. We continue to closely monitor the impact of the COVID-19 pandemic and developments related thereto and are taking or have taken 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

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serve customers and ~~manage our~~consumers and preserve financial ~~performance and liquidity.~~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;

•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. ~~We repaid $325.0 million during the three months ended June 30, 2020 on our revolving~~Borrowings under both credit ~~facility and repaid the remaining outstanding principal balance in July 2020. The $65.0 million of borrowings under the BellRing revolving credit facility~~facilities were repaid ~~in May 2020. For additional information, see Notes 16 and 20 within “Notes~~prior to ~~Condensed Consolidated Financial Statements”;~~the end of fiscal 2020;

•in fiscal 2020, temporarily suspending our share repurchase program, which we resumed in May ~~2020. For additional information, see Note 18 within “Notes to Condensed Consolidated Financial Statements”~~2020; and ~~“Item 2. Unregistered Sales of Equity Securities and Use of Proceeds” within Part II of this report;~~

•in fiscal 2020 and in the first half of fiscal 2021, 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~~channel.

•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~~Our products sold through ~~the food, drug and mass, club and eCommerce~~retail channels generally experienced an ~~increase~~uplift in sales ~~as a result of consumer pantry loading~~starting in March 2020 and continuing through the ~~second quarter~~first half of fiscal ~~2020 and~~2021 driven by increased at-home consumption ~~that continued throughout~~in reaction to the COVID-19 pandemic. In addition, most of our retail categories exhibited a mix shift to premium products. In the third quarter of fiscal 2020. However, as a result of increased at-home consumption, we experienced declines in sales of on-the-go products in the three months ended June 30, 2020. 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 majority2021, most of our retail ~~businesses. However, there is no guarantee that such increase~~channel product categories trended toward growth rates in ~~sales and/or intermediate term improvement in category trends will continue or be realized. Additionally, we have incurred increased expenses specifically attributable to~~line with their pre-pandemic levels.

At the onset of the COVID-19 pandemic, ~~including increased employee wages and paid absences, COVID-19 screening expenses and additional cleaning costs. Our~~our foodservice business ~~has been negatively~~was significantly impacted by lower away-from-home 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,~~Since then, the recovery of our foodservice volumes ~~improved throughout the third quarter of fiscal 2020 and largely followed~~has been closely tracking with changes in the degree of restrictions on mobility and ~~gatherings.~~ gathering. Volumes have nearly fully recovered to pre-pandemic levels in certain channels and product categories, and volumes in other channels impacted by the COVID-19 pandemic continue to show meaningful improvement sequentially and when compared to the prior year period. However, our overall foodservice business volumes remain below pre-pandemic levels.

Supply chain performance for our cereal businesses has stabilized, following disruptions during fiscal 2020 and the first half of fiscal 2021 that resulted from the impact of the COVID-19 pandemic. As the overall economy continues to recover from the impact of the COVID-19 pandemic, labor and freight shortages and other disruptions are pressuring our foodservice and refrigerated retail supply chain. As a result, service levels and fill rates have declined, costs have increased and certain products have been placed on allocation. We anticipate our foodservice and refrigerated retail supply chain performance will be dependent upon our ability to adequately hire, train and retain manufacturing staff.

Volume recovery in our foodservice business is now two-fold dependent not only on changes in the degree of restrictions on mobility and gathering, but also on stabilization of supply chain performance. Volume growth in our refrigerated retail business, most notably for side dish products, is expected to be constrained until supply chain performance has stabilized.

BellRing’s primary categories returned to growth rates in line with their pre-pandemic levels in the fourth quarter of fiscal 2020 and have remained strong in subsequent periods.

For additional discussion, refer to “Liquidity and Capital Resources” and “Cautionary Statement on Forward-Looking Statements” within this ~~section, as well as “Risk Factors” in Part II of this report.~~section.

~~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 these ASUs, refer to Notes 2 and 15 within “Notes to Condensed Consolidated Financial Statements.”

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RESULTS OF OPERATIONS


		Three Months Ended June 30,														Nine Months Ended June 30,															Three Months Ended June 30,					Nine Months Ended June 30,
						favorable/(unfavorable)										favorable/(unfavorable)											favorable/(unfavorable)								favorable/(unfavorable)
dollars in millions	dollars in millions	2020		2019		$ Change		% Change		2020		2019		$ Change		% Change		dollars in millions	2021		2020		$ Change		% Change		2021		2020		$ Change		% Change
Net Sales	Net Sales	$	1,336.4	$	1,439.2	$	(102.8)	(7)	%	$	4,287.4	$	4,238.3	$	49.1	1	%	Net Sales	$	1,589.8	$	1,336.4	$	253.4	19	%	$	4,531.1	$	4,287.4	$	243.7	6	%

Operating Profit	Operating Profit	$	172.1	$	198.2	$	(26.1)	(13)	%	$	521.6	$	678.4	$	(156.8)	(23)	%	Operating Profit	$	206.5	$	172.1	$	34.4	20	%	$	517.9	$	521.6	$	(3.7)	(1)	%
Interest expense, net	Interest expense, net	96.4		85.6		(10.8)		(13)	%	293.3		230.5		(62.8)		(27)	%	Interest expense, net	91.9		96.4		4.5		5	%	283.3		293.3		10.0		3	%
Loss on extinguishment of debt, net		—		—		—		n/a		72.9		6.1		(66.8)		(1,095)	%
Expense on swaps, net		29.2		86.2		57.0		66	%	192.4		200.9		8.5		4	%
Loss on extinguishment and refinancing of debt, net																		Loss on extinguishment and refinancing of debt, net	0.1		—		(0.1)		n/a		94.8		72.9		(21.9)		(30)	%
Expense (income) on swaps, net																		Expense (income) on swaps, net	121.6		29.2		(92.4)		(316)	%	(105.6)		192.4		298.0		155	%
Other income, net	Other income, net	(3.1)		(3.7)		(0.6)		(16)	%	(9.6)		(11.1)		(1.5)		(14)	%	Other income, net	(2.9)		(3.1)		(0.2)		(6)	%	(19.8)		(9.6)		10.2		106	%
Income tax expense (benefit)	Income tax expense (benefit)	5.0		7.4		2.4		32	%	(11.7)		39.6		51.3		130	%	Income tax expense (benefit)	28.5		5.0		(23.5)		(470)	%	81.2		(11.7)		(92.9)		(794)	%
Equity method loss, net of tax	Equity method loss, net of tax	4.2		6.2		2.0		32	%	22.6		25.7		3.1		12	%	Equity method loss, net of tax	11.6		4.2		(7.4)		(176)	%	26.5		22.6		(3.9)		(17)	%
Less: Net earnings attributable to noncontrolling interests	Less: Net earnings attributable to noncontrolling interests	4.4		0.3		(4.1)		(1,367)	%	17.9		0.9		(17.0)		(1,889)	%	Less: Net earnings attributable to noncontrolling interests	10.0		4.4		(5.6)		(127)	%	20.7		17.9		(2.8)		(16)	%
Net Earnings (Loss)		$	36.0	$	16.2	$	19.8	122	%	$	(56.2)	$	185.8	$	(242.0)	(130)	%
Net (Loss) Earnings																		Net (Loss) Earnings	$	(54.3)	$	36.0	$	(90.3)	(251)	%	$	136.8	$	(56.2)	$	193.0	343	%

Net Sales

Net ~~sale~~s ~~decreased $102.8~~sales increased $253.4 million, or 7%19%, ~~dur~~ingduring the three months ended June 30, ~~2020,~~2021, compared to the corresponding period in the prior ~~year. This decrease was due to~~year, as a result of growth in our Foodservice, BellRing Brands and Weetabix segments, as well as incremental contributions from our current year and prior year acquisitions. These positive impacts were partially offset by declines in our ~~Foodservice and BellRing Brands segments, partially offset by growth in our Refrigerated Retail,~~ Post Consumer Brands and ~~Weetabix~~Refrigerated Retail segments.

Net sales increased ~~$49.1~~$243.7 million, or 1%6%, during the nine months ended June 30, ~~2020,~~2021, compared to the corresponding period in the prior ~~year. This increase was~~ ~~due to~~ year, as a result of growth in our BellRing Brands, Foodservice and Weetabix segments, as well as incremental contributions from our current year and prior year acquisitions. These positive impacts were partially offset by declines in our Post Consumer Brands ~~BellRing Brands,~~and Refrigerated Retail ~~and Weetabix segments, partially offset by a decline in our Foodservice segment.~~segments.

~~All segments were impacted by significant changes in consumer behavior in response to the COVID-19 pandemic in both the three and nine months ended June 30, 2020.~~ For further discussion, refer to “Segment Results” within this section.

Operating Profit

Operating profit ~~decreased $26.1~~increased $34.4 million, or ~~13%~~20%, during the three months ended June 30, ~~2020,~~2021, compared to the corresponding period in the prior ~~year. This decrease was primarily due to a~~year, driven by higher segment ~~loss in~~profit within our Foodservice ~~segment combined with~~and BellRing Brands segments and decreased general corporate expenses and other, partially offset by lower segment profit in our ~~BellRing~~Post Consumer Brands, ~~segment, partially offset by increased~~Refrigerated Retail and Weetabix segments.

Operating profit decreased $3.7 million, or 1%, during the nine months ended June 30, 2021, compared to the corresponding period in the prior year, due to lower segment profit within our Post Consumer Brands, Refrigerated Retail and Weetabix segments, ~~as well as~~partially offset by decreased general corporate expenses and ~~other.~~

Operating profit decreased $156.8 million, or 23%, during the nine months ended June 30, 2020, compared to the corresponding period in the prior year. In the nine months ended June 30, 2019, operating profit was impacted by gains of $127.9 million related to the 8th Avenue Transactionsother and ~~the sale of our Post Consumer Brands cereal warehouse in Clinton, Massachusetts. Excluding these impacts, operating profit decreased $28.9 million, or 5%, primarily due to lower~~higher segment profit within our Foodservice and BellRing Brands segments, partially offset by increased segment profit within our Post Consumer Brands, Refrigerated Retail and Weetabix segments, as well as decreased general corporate expenses and other.segment.

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

Interest Expense, Net

Interest expense, net ~~increased $10.8~~decreased $4.5 million, or ~~13%~~5%, during the three months ended June 30, ~~2020,~~2021, compared to the corresponding period in the prior year, driven by an increase in the principal balance of debt outstanding from senior notes issued in fiscal 2020 and fiscal 2019 and debt entered into in connection with the IPO on October 21, 2019, partially offset by reduced interest expense of $15.2 million as a ~~result of the repayment of our term loan in the first quarter of fiscal 2020 and a decrease in our~~lower weighted-average interest rate ~~resulting from a change in~~when compared to the ~~mix~~prior year period and decreased losses of ~~debt outstanding.~~$1.4 million on interest rate swap contracts. Our weighted-average interest rate on our total outstanding debt ~~was~~decreased to 5.0% for the three months ended June 30, 2021 from 5.2% ~~and 5.3%~~ for the three months ended June 30, 2020, ~~and 2019, respectively. Additionally,~~driven by refinancing debt at lower interest rates.

Interest expense, ~~was negatively impacted by increased losses (compared~~net decreased $10.0 million, or 3%, during the nine months ended June 30, 2021, compared to ~~gains~~the corresponding period in the prior year, ~~period)~~driven by decreased losses of ~~$2.5~~$7.4 million ~~related to our~~on interest rate swap ~~contracts.~~contracts, a lower weighted-average interest rate when compared to the prior year period, increased amortization of debt premium of $1.5 million and decreased amortization of debt issuance costs, deferred financing fees and debt discount of $1.3 million. These positive

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~~Interest expense, net increased $62.8 million, or 27%, during the nine months ended June 30, 2020, compared to the corresponding period in the prior year, driven~~impacts were partially offset by ~~increased losses (compared to gains in the prior year period)~~lower interest income of ~~$40.0~~$5.6 million on our interest rate swap contracts. Additionally, interest expense was negatively impacted by an increase in the principal balance of debt outstanding from senior notes issued in fiscal 2020 and fiscal 2019 and debt entered into in connection with the IPO on October 21, 2019, partially offset by reduced interest expense of $41.8 million as a result of the repayment of our term loan.cash balances. Our weighted-average interest rate on our total outstanding debt ~~was~~decreased to 5.2% for the nine months ended June 30, 2021 from 5.4% ~~and 5.3%~~ for the nine months ended June 30, 2020, ~~and 2019, respectively. This increase in our weighted-average interest rate was~~ driven by ~~a change in the mix of~~refinancing debt ~~outstanding. During the nine months ended June 30, 2019, we recorded $4.7 million of~~at lower 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.rates.

For additional information on our interest rate swap contracts, refer to Note ~~12 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 14~~13 within “Notes to Condensed Consolidated Financial Statements.” For additional information on our debt, refer to Note 1617 within “Notes to Condensed Consolidated Financial Statements” and “Quantitative and Qualitative Disclosures About Market Risk” within Item 3.

Loss on Extinguishment and Refinancing of Debt, Net

Fiscal 2021

During the nine months ended June 30, 2021, we recognized a loss of $94.8 million related to the repayment of the outstanding principal balance of our 5.00% senior notes, as well as BellRing’s amendment of its credit agreement (as amended, the “BellRing Credit Agreement”). The loss included debt premiums and refinancing fees paid of $75.9 million and write-offs of debt issuance costs of $18.9 million.

Fiscal 2020

During the nine months ended June 30, 2020, we recognized a net loss of $72.9 million related to the repayments of the outstanding principal balances of our 2020 bridge loan (the “2020 Bridge Loan”) by BellRing, our term loan, our 5.50% senior notes maturing in March 2025 and our 8.00% senior notes, as well as the amendment and restatement of our credit agreement. The loss included debt premiums paid of $49.8 million and write-offs of debt issuance costs and deferred financing fees of $23.1 ~~million.~~

~~Fiscal 2019~~

During the nine months ended June 30, 2019, 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 5.75% senior notes, 5.625% 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.

For additional information on our debt, refer to Note 1617 within “Notes to Condensed Consolidated Financial Statements.”

Expense (Income) on Swaps, Net

Fiscal 2021

During the three and nine months ended June 30, 2021, we recognized net losses (gains) of $121.6 million and $(105.6) million, respectively, related to mark-to-market adjustments on our interest rate swaps that were not designated as hedging instruments.

Fiscal 2020

During the three and nine months ended June 30, 2020, we recognized net losses of $29.2 million and $192.4 million, respectively, ~~on our interest rate swaps that are not designated as hedging instruments. During the three months ended June 30, 2020, the net losses included non-cash~~related to mark-to-market losses of $3.0 million and settlements paid of $26.2 million. During the nine months ended June 30, 2020, the net losses included non-cash mark-to-market losses of $146.7 million and settlements paid of $45.7 million.

~~Fiscal 2019~~

~~During the three and nine months ended June 30, 2019, we recognized net losses of $86.2 million and $200.9 million, respectively,~~adjustments on our interest rate swaps that were not designated as hedging instruments. Of the total losses recognized in the three months ended June 30, 2019, $86.1 million related to non-cash adjustments and $0.1 million related to cash settlements paid. Of the total losses recognized in the nine months ended June 30, 2019, $200.5 million related to non-cash adjustments and $0.4 million related to cash settlements paid.

For additional information on our interest rate swap contracts, refer to Note 1213 within “Notes to Condensed Consolidated Financial Statements” and “Quantitative and Qualitative Disclosures About Market Risk” within Item 3.

Income Tax Expense (Benefit)

Our effective income tax rate was ~~10.1%~~(678.6)% and ~~42.7%~~30.6% for the three and nine months ended June 30, ~~2020, respectively, and 24.6% and 15.7% for the three and nine months ended June 30, 2019,~~2021, respectively. Our effective income tax rates differed significantly from the statutory rates in both current year periods, primarily due to enacted tax law changes in the U.K., which included a provision to increase the U.K.’s corporate income tax rate from 19% to 25%, effective April 1, 2023. During the three and nine months ended June 30, 2021, we remeasured our existing deferred tax assets and liabilities considering the 25% U.K. corporate income tax rate for future periods and recorded tax expense of $39.3 million. Other changes made to the U.K.’s tax law did not have a material impact on our financial statements during the three or nine months ended June 30, 2021.

Our effective income tax rate was 10.1% and 42.7% for the three and nine months ended June 30, 2020, respectively. Our effective income tax rates differed significantly from the statutory rates in both prior year periods, primarily due to a rate differential on foreign income and net discrete tax benefits of $3.9 million and $8.7 million in the three and nine months ended June 30, 2020, respectively, which largely related to our equity method investment in 8th Avenue. In the nine months ended June 30, 2019, our effective income tax rate differed significantly from the statutory rate primarily due to $18.5 million of net discrete tax benefits related to excess tax benefits for share-based payments.

~~Table of Contents~~

~~On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security~~Avenue Food & Provisions, Inc. (“~~CARES”~~8th Avenue”) Act was enacted and signed into law. Certain provisions of the CARES Act impact our accounting for income taxes, such as modifications to the limitation of business interest expense deductibility for tax years beginning in 2019 and 2020, and have been accounted for within t~~he three and nine~~ months ended June 30, 2020. The CARES Act did not have a material impact on our financial statements as its impact primarily related to immaterial short-term and long-term classifications on the Condensed Consolidated Balance Sheet.

SEGMENT RESULTS

We evaluate each segment’s performance based on its segment profit, which for all segments excluding BellRing Brands is its ~~earnings~~earnings/loss 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.

~~Post Consumer Brands~~

Three Months Ended June 30, Nine Months Ended June 30,
favorable/(unfavorable) favorable/(unfavorable)
dollars in millions 2020 2019 $ Change % Change 2020 2019 $ Change % Change
Net Sales $ 528.1 $ 474.1 $ 54.0 11 % $ 1,477.2 $ 1,388.5 $ 88.7 6 %
Segment Profit $ 127.6 $ 82.7 $ 44.9 54 % $ 300.6 $ 249.9 $ 50.7 20 %
Segment Profit Margin 24 % 17 % 20 % 18 %

Net sales for the Post Consumer Brands segment increased $54.0 million, or 11%, for the three months ended June 30, 2020, when compared to the prior year period, primarily driven by 8% higher volume. This increase in volume was largely due to an increase in consumer purchases in response to the COVID-19 pandemic, driven by gains in ~~Malt-O-Meal~~ ~~bag cereal, private label cereal,~~ ~~Pebbles, Honey Bunches of Oats,~~ ~~adult and kid classic brands and~~ ~~Great Grains,~~ partially offset by declines in licensed products, government bid business and natural and organic cereal volume. Average net selling prices increased when compared to the prior year period resulting from lower trade spending and a favorable product mix.

Net sales for the Post Consumer Brands segment increased $88.7 million, or 6%, for the nine months ended June 30, 2020, when compared to the prior year period, primarily driven by 6% higher volume. This increase in volume was largely due to an increase in consumer purchases in response to the COVID-19 pandemic, driven by gains in private label cereal, ~~Malt-O-Meal~~ ~~bag cereal,~~ ~~Pebbles, Honey Bunches of Oats~~ ~~and kid classic brands, partially offset by volume declines in natural and organic cereal and licensed products.~~

Segment profit for ~~the three months ended June 30, 2020 increased $44.9 million, or 54%, when compared to the prior year period, primarily driven by higher net sales,~~BellRing Brands, as previously discussed, lower manufacturing costs of $8.2 million (driven by manufacturing cost efficiencies, partially offset by increased COVID-19 related expenses), reduced integration costs of $2.7 million, lower raw materials costs of $2.3 million, lower freight costs of $1.8 million and decreased advertising and consumer spending of $1.5 million. These positive impacts were partially offset by increased employee-related expenses.

Segment profit for the nine months ended June 30, 2020 increased $50.7 million, or 20%, when compared to the prior year period, primarily driven by higher net sales, as previously discussed, lower manufacturing costs of $19.5 million (driven by manufacturing cost efficiencies, partially offset by increased COVID-19 related expenses), reduced freight costs of $13.3 million and decreased integration expenses of $1.2 million. These positive impacts were partially offset by increased employee-related expenses, higher product donations of $4.7 million, higher warehousing costs of $2.5 million and increased advertising and consumer spending of $2.0 million.

~~Table of Contents~~

~~Weetabix~~

Three Months Ended June 30, Nine Months Ended June 30,
favorable/(unfavorable) favorable/(unfavorable)
dollars in millions 2020 2019 $ Change % Change 2020 2019 $ Change % Change
Net Sales $ 111.8 $ 108.4 $ 3.4 3 % $ 326.7 $ 313.4 $ 13.3 4 %
Segment Profit $ 32.6 $ 26.8 $ 5.8 22 % $ 84.3 $ 69.3 $ 15.0 22 %
Segment Profit Margin 29 % 25 % 26 % 22 %

Net sales for the Weetabix segment increased $3.4 million, or 3%, for the three months ended June 30, 2020, when compared to the prior year period, primarily due to 4% higher volume. This increase in volume was largely due to an increase in consumer purchases in response to the COVID-19 pandemic, driven by increases in at-home consumption of biscuit cereal products and export volumes and the benefit of participation init is a ~~government-backed parcel initiative, partially offset by declines in on-the-go consumption of~~ ~~Weetabix On the Go~~ drinks and bars. Average net selling prices increased primarily due to reduced trade spending and a favorable product mix. Net sales for the three months ended June 30, 2020 were negatively impacted by unfavorable foreign exchange rates when compared to the prior year period.

Net sales for the Weetabix segment increased $13.3 million, or 4%, for the nine months ended June 30, 2020, when compared to the prior year period, due to improved average net selling prices and 1% higher volume. Average net selling prices increased primarily due to targeted price increases, reduced trade spending and a favorable product mix. Volume increases were largely due to an increase in consumer purchases in response to the COVID-19 pandemic, primarily driven by gains in at-home consumption of RTE branded cereal products, partially offset by declines in on-the-go consumption of ~~Weetabix On the Go~~ drinks and bars, as well as reduced private label cereal volume due to the start-up of a new manufacturing facility in fiscal 2020. Net sales for the nine months ended June 30, 2020 were negatively impacted by unfavorable foreign exchange rates when compared to the prior year period.

Segment profit for the three months ended June 30, 2020 increased $5.8 million, or 22%, when compared to the prior year period. This increase was driven by higher net sales, as previously discussed, and favorable manufacturing and raw material costs of $4.4 million, partially offset by increased employee-related expenses, higher advertising and consumer spending of $1.5 million and unfavorable foreign exchange rates when compared to the prior year period.

Segment profit for the nine months ended June 30, 2020 increased $15.0 million, or 22%, when compared to the prior year period. This increase was driven by higher net sales, as previously discussed, and favorable manufacturing and raw materials costs of $6.0 million, partially offset by higher advertising and consumer spending of $4.0 million, higher employee-related expenses and unfavorable foreign exchange rates when compared to the prior year period.

~~Foodservice~~

Three Months Ended June 30, Nine Months Ended June 30,
favorable/(unfavorable) favorable/(unfavorable)
dollars in millions 2020 2019 $ Change % Change 2020 2019 $ Change % Change
Net Sales $ 242.3 $ 412.6 $ (170.3) (41) % $ 1,041.3 $ 1,209.8 $ (168.5) (14) %
Segment (Loss) Profit $ (40.3) $ 58.5 $ (98.8) (169) % $ 30.5 $ 158.6 $ (128.1) (81) %
Segment (Loss) Profit Margin (17) % 14 % 3 % 13 %

Net sales for the Foodservice segment decreased $170.3 million, or 41%, for the three months ended June 30, 2020, when compared to the prior year period, driven by 42% lower volume. The volume decline was due to lower foodservice product demand as a result of the COVID-19 pandemic. Egg product sales were down $145.6 million, or 40%, with volume down 39%, driven by 48% lower volume in the foodservice channel and lower average net selling prices in the food ingredient channel, partially offset by 1% higher volume in the food ingredient channel. Food ingredient average net selling prices decreased primarily due to lower market-based raw and liquid egg prices and short-term price reductions used to move excess inventory created by lower product demand as a result of the COVID-19 pandemic. Sales of side dishes were down $21.3 million, or 49%, with volume down 53%. Sausage sales were down $2.1 million, or 46%, with volume down 42%. Other product sales were down $1.3 million, or 25%, with volume down 29%.

Net sales for the Foodservice segment decreased $168.5 million for the nine months ended June 30, 2020, when compared to the prior year period, driven by 15% lower volume. The volume decline was due to lower foodservice product demand as a result of the COVID-19 pandemic. Egg product sales were down $146.0 million, or 14%, with volume down 14%, driven by 18% lower volume in the foodservice channel and lower average net selling prices in the food ingredient channel, partiallypublicly-traded company, is its operating profit.

Table of Contents

Post Consumer Brands


	Three Months Ended June 30,										Nine Months Ended June 30,
							favorable/(unfavorable)										favorable/(unfavorable)
dollars in millions	2021			2020			$ Change		% Change		2021			2020			$ Change		% Change
Net Sales	$	468.7		$	528.1		$	(59.4)	(11)	%	$	1,393.6		$	1,477.2		$	(83.6)	(6)	%
Segment Profit	$	87.8		$	127.6		$	(39.8)	(31)	%	$	250.1		$	300.6		$	(50.5)	(17)	%
Segment Profit Margin	19		%	24		%					18		%	20		%

Net sales for the Post Consumer Brands segment decreased $59.4 million, or 11%, for the three months ended June 30, 2021, when compared to the prior year period. Net sales for the three months ended June 30, 2021 were positively impacted by the inclusion of incremental net sales of $38.4 million attributable to our current year acquisitions of Peter Pan and the PL RTE Cereal Business. Excluding this impact, net sales decreased $97.8 million, or 19%, driven by 19% lower volume. This volume decrease was primarily due to the lapping of increased purchases in the prior year period driven by increased at-home consumption in reaction to the COVID-19 pandemic, continuing broader softness across value and private label cereal products and the decision to exit certain low-margin private label business. Volume declines in Malt-O-Meal bag cereal, private label cereal, Honey Bunches of Oats andadult classic and licensed brands were partially offset by increased Pebbles and Grape Nuts volumes.

Net sales for the Post Consumer Brands segment decreased $83.6 million, or 6%, for the nine months ended June 30, 2021, when compared to the prior year period. Net sales for the nine months ended June 30, 2021 were positively impacted by the inclusion of incremental net sales of $55.8 million attributable to our current year acquisitions of Peter Pan and the PL RTE Cereal Business. Excluding this impact, net sales decreased $139.4 million, or 9%, primarily due to 12% lower volume, partially offset by higher average net selling prices. This decrease in volume was primarily due to the lapping of increased purchases in the prior year period driven by consumer pantry loading and increased at-home consumption in reaction to the COVID-19 pandemic, continuing broader softness across value and private label cereal products and the decision to exit certain low-margin private label business. Volume declines in private label cereal, Malt-O-Meal bag cereal, Honey Bunches of Oats andlicensed and adult classic brands were partially offset by increased Pebbles volume and incremental volumes from new product innovations. Average net selling prices increased as a result of a favorable product mix, partially offset by increased trade spending. Additionally, net sales for the nine months ended June 30, 2021 were negatively impacted by an estimated $9.8 million in lost revenue, resulting from COVID-19 related production shutdowns and employee absences at our Battle Creek, Michigan RTE cereal facility.

Segment profit for the three months ended June 30, 2021 decreased $39.8 million, or 31%, when compared to the prior year period, primarily driven by lower net sales, as previously discussed, higher manufacturing costs of $12.5 million (primarily due to unfavorable fixed cost absorption, partially offset by manufacturing cost efficiencies) and increased freight costs of $4.7 million (excluding volume-driven impacts). These negative impacts were partially offset by lower employee-related expenses and decreased advertising and consumer spending of $1.6 million.

Segment profit for the nine months ended June 30, 2021 decreased $50.5 million, or 17%, when compared to the prior year period. Segment profit for the nine months ended June 30, 2021 was positively impacted by the inclusion of incremental segment profit of $3.6 million attributable to our current year acquisitions of Peter Pan and the PL RTE Cereal Business. Excluding this impact, segment profit decreased $54.1 million, or 18%, primarily driven by lower net sales, as previously discussed, a provision for legal settlement of $15.0 million, higher manufacturing costs of $23.0 million (primarily due to unfavorable fixed cost absorption and increased costs related to the COVID-19 pandemic, partially offset by manufacturing cost efficiencies), increased freight costs of $16.3 million (excluding volume-driven impacts) and increased raw material costs of $2.4 million. These negative impacts were partially offset by lower advertising and consumer spending of $4.0 million, gains on sale of property of $3.9 million, lower employee-related expenses, favorable foreign exchange rates when compared to the prior year period and decreased warehousing expenses of $1.1 million. Additionally, segment profit for the nine months ended June 30, 2021 was negatively impacted by lost revenue at our Battle Creek, Michigan RTE cereal facility, as previously discussed, resulting in an estimated $5.6 million in lost profit contribution.

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Weetabix


	Three Months Ended June 30,										Nine Months Ended June 30,
							favorable/(unfavorable)										favorable/(unfavorable)
dollars in millions	2021			2020			$ Change		% Change		2021			2020			$ Change		% Change
Net Sales	$	123.4		$	111.8		$	11.6	10	%	$	350.3		$	326.7		$	23.6	7	%
Segment Profit	$	28.6		$	32.6		$	(4.0)	(12)	%	$	82.6		$	84.3		$	(1.7)	(2)	%
Segment Profit Margin	23		%	29		%					24		%	26		%

Net sales for the Weetabix segment increased $11.6 million, or 10%, for the three months ended June 30, 2021, when compared to the prior year period. Excluding the impact of favorable foreign exchange rates, net sales decreased approximately 2%, driven by 2% lower volume. The decrease in volume was driven by declines in RTE cereal products as a result of the lapping of increased purchases in the prior year period driven by increased at-home consumption in reaction to the COVID-19 pandemic, as well as lapping the benefit in the prior year of our participation in a government-backed parcel initiative. These negative impacts were partially offset by private label cereal distribution gains, new product introductions and volume increases in Weetabix On the Go drinks.

Net sales for the Weetabix segment increased $23.6 million, or 7%, for the nine months ended June 30, 2021, when compared to the prior year period, primarily driven by favorable foreign exchange rates. Excluding this impact, net sales decreased $1.0 million, on 1% lower volume. This decrease in volume was driven by declines in RTE cereal products as a result of the lapping of increased purchases in the prior year period driven by consumer pantry loading and increased at-home consumption in reaction to the COVID-19 pandemic and declines in on-the-go consumption of cereal bars and Weetabix On the Go drinks, partially offset by private label distribution gains and new product introductions. Average net selling prices increased primarily due to targeted price increases that went into effect in March 2020, partially offset by an unfavorable product mix.

Segment profit for the three months ended June 30, 2021 decreased $4.0 million, or 12%, when compared to the prior year period. This decrease was driven by lower net sales when excluding the impact of favorable foreign exchange rates, as previously discussed, unfavorable manufacturing and raw material costs of $1.4 million and higher advertising and consumer spending of $1.3 million, partially offset by favorable foreign exchange rates and lower employee-related expenses.

Segment profit for the nine months ended June 30, 2021 decreased $1.7 million, or 2%, when compared to the prior year period. This decrease was driven by lower net sales when excluding the impact of favorable foreign exchange rates, as previously discussed, unfavorable manufacturing and raw material costs of $2.3 million, higher advertising and consumer spending of $1.0 million and increased warehousing costs of $1.0 million, partially offset by favorable foreign exchange rates and lower employee-related expenses.

Foodservice


	Three Months Ended June 30,										Nine Months Ended June 30,
							favorable/(unfavorable)										favorable/(unfavorable)
dollars in millions	2021			2020			$ Change		% Change		2021			2020			$ Change		% Change
Net Sales	$	435.1		$	242.3		$	192.8	80	%	$	1,158.8		$	1,041.3		$	117.5	11	%
Segment Profit (Loss)	$	27.9		$	(40.3)		$	68.2	169	%	$	47.5		$	30.5		$	17.0	56	%
Segment Profit (Loss) Margin	6		%	(17)		%					4		%	3		%

Net sales for the Foodservice segment increased $192.8 million, or 80%, for the three months ended June 30, 2021, when compared to the prior year period. Net sales for the three months ended June 30, 2021 were positively impacted by the inclusion of incremental net sales of $18.3 million attributable to our current year acquisition of Almark. Excluding this impact, net sales increased $174.5 million, or 72%, on 53% higher volume. Volume growth was negatively impacted in the current year period by reduced service levels (driven by labor shortages). Egg product sales were up $140.2 million, or 65%, with volume up 43%, driven by the lapping of lower foodservice product demand in the prior year period as a result of the COVID-19 pandemic, higher average net selling prices resulting from the pass-through of higher input costs due to increased grain markets and incremental volumes in the food ingredient channel attributable to our prior year acquisition of Henningsen. Sales of side dishes were up $22.6 million, or 104%, with volume up 99%, driven by the lapping of lower product demand in the prior year period as a result of the COVID-19 pandemic, as well as distribution gains. Sausage sales were up $3.9 million, or 160%, driven by 126% higher volume and higher average net selling prices resulting from the pass-through of higher input costs due to increased sow costs. Other product sales were up $7.8 million, or 206%, with volume up 99%, primarily due to the inclusion of

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incremental results attributable to our prior year acquisition of Henningsen and higher average net selling prices resulting from the decision to exit certain low-margin business.

Net sales for the Foodservice segment increased $117.5 million, or 11%, for the nine months ended June 30, 2021, when compared to the prior year period. Net sales for the nine months ended June 30, 2021 were positively impacted by the inclusion of incremental net sales of $32.7 million attributable to our current year acquisition of Almark. Excluding this impact, net sales increased $84.8 million, or 8%, on 1% lower volume. Volume growth was negatively impacted in the current year period by reduced service levels (driven by labor shortages). Egg product sales were up $65.0 million, or 7%, driven by higher average net selling prices resulting from the pass-through of higher input costs due to increased grain markets. Egg volume was flat as lower volume in the foodservice channel was offset by increased volume in the food ingredient ~~channel. Food ingredient average net selling prices decreased primarily due~~channel, which was positively impacted by incremental volumes attributable to ~~lower market-based raw and liquid egg prices and short-term price reductions used to move excess inventory created~~our prior year acquisition of Henningsen. Egg volumes were impacted in both periods by lower foodservice product demand in the prior year period as a result of the COVID-19 pandemic. Sales of side dishes were down ~~$15.4~~$2.8 million, or ~~12%~~2%, with volume down ~~15%.~~7%, driven by lower product demand as a result of the COVID-19 pandemic, partially offset by higher average net selling prices resulting from targeted price increases. Sausage sales were ~~down~~up $3.4 million, or ~~23%~~31%, ~~with~~driven by 21% higher volume ~~down 21%.~~and higher average net selling prices resulting from the pass-through of higher input costs due to increased sow costs. Other product sales were ~~down $3.7~~up $19.2 million, or ~~22%~~143%, with volume ~~down 21%.~~up 54%, primarily due to the inclusion of incremental results attributable to our prior year acquisition of Henningsen and higher average net selling prices resulting from the decision to exit certain low-margin business.

Segment ~~loss~~profit for the three months ended June 30, ~~2020 was $40.3~~2021 increased $68.2 million, or 169%, when compared to ~~segment profit~~the prior year period, driven by higher net sales, as previously discussed, lower manufacturing costs of ~~$58.5~~$10.8 million (primarily due to favorable fixed cost absorption and decreased expense for donated and obsolete inventory on short-dated products) and insurance recovery of $6.1 million related to previously incurred business interruption losses as a result of a fire at our Bloomfield, Nebraska laying facility in the ~~three~~second quarter of fiscal 2020. These positive impacts were partially offset by increased raw material costs of $21.2 million (primarily driven by higher egg input costs due to increased grain markets) and higher freight costs of $2.1 million (excluding volume-driven impacts).

Segment profit for the nine months ended June 30, ~~2019. The decline in segment profit was primarily due to negative impacts related~~2021 increased $17.0 million, or 56%, when compared to the ~~COVID-19 pandemic, including lower volume and short-term price reductions,~~prior year period, driven by higher net sales, as previously discussed, ~~unfavorable fixed cost absorption~~insurance recovery of $6.1 million related to previously incurred business interruption losses as ~~we reduced~~a result of a fire at our ~~egg supply~~Bloomfield, Nebraska laying facility in the second quarter of fiscal 2020 and ~~production in our plants to match lower demand and increased inventory write-offs, including increased~~decreased expense for donated and obsolete inventory on short-dated products, partially offset by higher raw material costs of ~~$3.9~~$41.0 million ~~as well as~~(primarily driven by higher egg input costs due to increased grain markets), increased expenses attributable to the COVID-19 pandemic, including increased employee wages and paid absences, COVID-19 screening expenses and additional cleaning ~~costs. Additionally,~~costs, higher freight costs of $5.3 million (excluding volume-driven impacts) and increased employee-related costs (in addition to amounts previously discussed). Prior year segment profit also was negatively impacted by increased losses (compared to gains in the prior year period) related to mark-to-market adjustments on commodity hedges of $4.5 million and higher freight costs of $2.8 million despite lower volumes, due to load factor and other inefficiencies in our transportation network. In addition, segment profit for the three months ended June 30, 2019 was positively impacted by a gain on a legal settlement of $3.4 million.

Segment profit for the nine months ended June 30, 2020 decreased $128.1 million, or 81%, when compared to the prior year period, primarily due to lower foodservice volumes, as previously discussed, increased net product costs and other negative impacts related to the COVID-19 pandemic. The impact of the COVID-19 pandemic resulted in lower volume and short-term price reductions, ~~as previously discussed, unfavorable fixed cost abso~~rption as we reduced our egg supply and production in our plants to match lower demand and increased inventory write-offs of $10.7 million, mainly due to increased expense for donated and obsolete inventory on short-dated products, due to the decline in foodservice product demand, as well as increased expenses attributable to the COVID-19 pandemic, including increased employee wages and paid absences, COVID-19 screening expenses and additional cleaning costs. Additionally, net product costs were negatively impacted by (i) start-up costs of $9.1 million related to our new precooked egg facility in Norwalk, Iowa, (ii) manufacturing inefficiencies at certain facilities, (iii) higher freight costs of $6.0 million despite lower volumes, due to load factor and other inefficiencies in our transportation network, (iv) increased losses (compared to gains in the prior year period) related to mark-to-market adjustments on commodity hedges of $7.4 million, (v) a $2.5 million insurance deductible and $0.4 million of repair and clean-up expenses due to a fire at our Bloomfield, Nebraska laying facility in the second quarter of fiscal 2020 and (vi) $4.7 million of insurance proceeds received in the prior year period in connection with a fire that occurred at our Klingerstown, Pennsylvania facility in the third quarter of fiscal 2018. In addition, segment profit for the nine months ended June 30, 2019 was positively impacted by a gain on a legal settlement of $3.4 million.2020.

Refrigerated Retail


		Three Months Ended June 30,																		Nine Months Ended June 30,																			Three Months Ended June 30,					Nine Months Ended June 30,
								favorable/(unfavorable)												favorable/(unfavorable)													favorable/(unfavorable)										favorable/(unfavorable)
dollars in millions	dollars in millions	2020			2019			$ Change		% Change		2020			2019			$ Change		% Change		dollars in millions	2021			2020			$ Change		% Change		2021			2020			$ Change		% Change
Net Sales	Net Sales	$	250.3		$	207.1		$	43.2	21	%	$	737.8		$	688.2		$	49.6	7	%	Net Sales	$	220.8		$	250.3		$	(29.5)	(12)	%	$	723.4		$	737.8		$	(14.4)	(2)	%
Segment Profit	Segment Profit	$	42.3		$	15.8		$	26.5	168	%	$	98.5		$	72.8		$	25.7	35	%	Segment Profit	$	14.3		$	42.3		$	(28.0)	(66)	%	$	72.2		$	98.5		$	(26.3)	(27)	%
Segment Profit Margin	Segment Profit Margin	17		%	8		%					13		%	11		%					Segment Profit Margin	6		%	17		%					10		%	13		%

Net sales for the Refrigerated Retail segment ~~increased $43.2~~decreased $29.5 million, or ~~21%~~12%, for the three months ended June 30, ~~2020,~~2021, when compared to the prior year period. ~~Volume~~Net sales for the three months ended June 30, ~~2020 was~~2021 were positively impacted by ~~an increase~~the inclusion of incremental net sales of $8.9 million attributable to our current year acquisitions of Almark and Egg Beaters. Excluding this impact, net sales decreased $38.4 million, or 15%, driven by 13% lower volume, primarily due to reduced side dish and sausage service levels (driven by labor shortages) and lapping of increased purchases of side dishes, cheese and other dairy products and sausage in ~~consumer purchases~~the prior year period driven by increased at-home consumption in response to the COVID-19 pandemic. Sales of side dishes ~~increased $14.2~~decreased $6.1 million, or ~~17%~~6%, driven by 10% lower volume. Side dish average net selling prices increased primarily due to targeted price increases that went into effect in June 2021 and a favorable product mix. Cheese and other dairy case product sales were down $20.7 million, or 29%, with volume down 31%. Sausage sales decreased $9.1 million, or 23%, with volume down 26%. Egg product sales were up $0.5 million, or 2%, with volume up 4%, driven by distribution gains. Sales of other products were down $3.0 million.

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Net sales for the Refrigerated Retail segment decreased $14.4 million, or 2%, for the nine months ended June 30, 2021, when compared to the prior year period. Net sales for the nine months ended June 30, 2021 were positively impacted by the inclusion of incremental net sales of $8.9 million attributable to our current year acquisitions of Almark and Egg Beaters. Excluding this impact, net sales decreased $23.3 million, or 3%, with volume down 5%. Sales of side dishes increased $21.6 million, or 7%, driven by increased average net selling prices and 7%1% higher volume. The increase in average net selling prices was primarily due to targeted price increases ~~lower trade spending~~that went into effect in February 2020 and June 2021 and a favorable product mix. The increase in volume was driven by higher branded dinner and breakfast sides volume, partially offset by lower private label dinner sides volume resulting from the decision to exit certain low-margin business and ~~deli sides volume.~~reduced service levels (driven by labor shortages). Cheese and other dairy case product sales were ~~up $20.4~~down $27.5 million, or ~~40%~~14%, with volume down 15%, driven by ~~29% higher volume and higher average net selling prices as a result~~the lapping of ~~targeted price increases and lower trade spending.~~increased purchases in the prior year period driven by increased at-home consumption in response to the COVID-19 pandemic. Sausage sales ~~increased $11.8~~decreased $7.5 million, or ~~42%~~6%, with volume down 8%, driven by ~~33% higher volume~~the lapping of increased purchases in the prior year period driven by increased at-home consumption in response to the COVID-19 pandemic and ~~higher average net selling prices as a result of~~ reduced ~~trade spending.~~service levels (driven by labor shortages), Egg product sales were down $5.3 million, or ~~14%~~5%, with volume down ~~19%~~4%, ~~due to declines in deli products resulting from deli closures and lower away-from-home demand, as well as~~driven by the decision to exit certain low-margin business. Sales of other products were ~~up $2.1~~down $4.6 million.

Segment profit decreased $28.0 million, or ~~28%~~66%, ~~with volume up 2%.~~

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~~Net sales~~ for the ~~Refrigerated Retail segment~~three months ended June 30, 2021, when compared to the prior year period. This decrease was driven by lower net sales, as previously discussed, higher raw material costs of $18.1 million for sows, cheese and eggs, increased ~~$49.6~~manufacturing costs of $4.6 million, higher freight costs of $2.5 million (excluding volume-driven impacts) and increased advertising and consumer spending of $2.1 million. These negative impacts were partially offset by lower employee-related expenses.

Segment profit decreased $26.3 million, or 7%27%, for the nine months ended June 30, 2020, when compared to the prior year period. Volume for the nine months ended June 30, 2020 was positively impacted by an increase in consumer purchases in response to the COVID-19 pandemic. Sales of side dishes increased $30.8 million, or 12%, driven by increased average net selling prices and 4% higher volume. The increase in average net selling prices was primarily due to targeted price increases, a favorable product mix and lower trade spending. Volume increases were driven by higher branded dinner and breakfast sides volume, partially offset by lower private label dinner sides and deli sides volume. Cheese and other dairy case product sales were up $21.7 million, or 12%, with volume up 4%, primarily due to higher average net selling prices as a result of targeted price increases and lower trade spending. Sausage sales increased $19.0 million, or 19%, driven by 10% higher volume and higher average net selling prices as a result of reduced trade spending. Egg product sales were down $22.2 million, or 17%, with volume down 13%, due to losses in branded liquid egg product volume and declines in deli products resulting from deli closures and lower away-from-home demand, as well as the decision to exit certain low-margin business. Sales of other products were up $0.3 million, or 1%, with volume down 25%.

~~Segment profit increased $26.5 million, or 168%, for the three months ended June 30, 2020,~~2021, when compared to the prior year period. This ~~increase~~decrease was ~~primarily due to~~driven by higher raw material costs of $29.6 million for sows, cheese and eggs, lower net sales, as previously discussed, lower raw material costs of $9.8 million (due to lower sow and cheese costs of $7.8 million and $2.2 million, respectively, partially offset by higher egg input costs of $0.2 million) and lower advertising and promotion costs of $1.5 million, partially offset by higherincreased manufacturing costs of ~~$4.4 million and increased employee-related expenses.~~

Segment profit increased $25.7 million, or 35%, for the nine months ended June 30, 2020, when compared to the prior year period. This increase was primarily due to higher net sales, as previously discussed, and lower raw material costs of $1.1 million (due to lower sow costs of $10.7 million, partially offset by higher cheese and egg input costs of $9.1 million and $0.5 million, respectively), partially offset by increased employee-related expenses, higher manufacturing costs of $4.8$12.9 million and higher freight costs of ~~$2.0~~$5.7 million (excluding volume-driven impacts). These negative impacts were partially offset by lower employee-related expenses and decreased advertising and consumer spending of $1.2 million.

BellRing Brands


		Three Months Ended June 30,																		Nine Months Ended June 30,																			Three Months Ended June 30,					Nine Months Ended June 30,
								favorable/(unfavorable)												favorable/(unfavorable)													favorable/(unfavorable)										favorable/(unfavorable)
dollars in millions	dollars in millions	2020			2019			$ Change		% Change		2020			2019			$ Change		% Change		dollars in millions	2021			2020			$ Change		% Change		2021			2020			$ Change		% Change
Net Sales	Net Sales	$	204.2		$	237.6		$	(33.4)	(14)	%	$	705.7		$	639.9		$	65.8	10	%	Net Sales	$	342.6		$	204.2		$	138.4	68	%	$	907.1		$	705.7		$	201.4	29	%
Segment Profit	Segment Profit	$	30.6		$	55.6		$	(25.0)	(45)	%	$	115.0		$	134.8		$	(19.8)	(15)	%	Segment Profit	$	51.5		$	30.6		$	20.9	68	%	$	114.9		$	115.0		$	(0.1)	—	%
Segment Profit Margin	Segment Profit Margin	15		%	23		%					16		%	21		%					Segment Profit Margin	15		%	15		%					13		%	16		%

Net sales for the BellRing Brands segment ~~decreased $33.4~~increased $138.4 million, or ~~14%~~68%, for the three months ended June 30, ~~2020,~~2021, when compared to the prior year ~~period.~~period, driven by increased volume and the lapping of prior year negative impacts of the COVID-19 pandemic. Sales of Premier Protein products were ~~down $23.3~~up $111.8 million, or ~~12%~~65%, with volume ~~down 10%~~up 60%. Volume ~~decreases~~increases were driven by ~~lower~~higher RTD protein shake ~~other RTDs~~product volumes in the club, food, drug and ~~bar volumes. The decrease in RTD protein shake volumes was primarily the result of higher customer inventory levels at the end of our second fiscal quarter, which reduced customer purchases~~mass (“FDM”) and eCommerce channels. Average net selling prices increased in the three months ended June 30, 2020. In addition, RTD protein shake volumes in the three months ended June 30, 2020 were negatively impacted by the lapping of an early delivery of product requested by a large customer in the third quarter of fiscal 20192021 due to ~~support promotional activity and lower category-wide on-the-go consumption. These negative impacts were~~targeted price increases, partially offset by ~~distribution gains and new product introductions. Average net selling prices decreased in the three months ended June 30, 2020 due to~~ increased promotional spending. Sales of Dymatize products were ~~down $4.4~~up $21.6 million, or ~~17%~~99%, with volume ~~down 22%~~up 77%. Volume decreases were primarily driven by lower international and specialty channel sales, largely resulting from temporary and permanent retail store closures in reaction to the COVID-19 pandemic, partially offset by gainsAverage net selling prices increased in the ~~club~~three months ended June 30, 2021 due to a favorable product mix and ~~eCommerce channels. Sales of~~ ~~PowerBar~~ products were down $5.6 million, or 44%, with volume down 45%, driven by lower international consumer purchases in response to the COVID-19 pandemic and planned product discontinuations of certain products in North America.decreased promotional spending. Sales of all other products were ~~down $0.1~~up $5.0 million.

Net sales for the BellRing Brands segment increased ~~$65.8~~$201.4 million, or ~~10%~~29%, for the nine months ended June 30, ~~2020,~~2021, when compared to the prior year period. Sales of Premier Protein products were up ~~$84.1~~$164.9 million, or ~~17%~~28%, with volume up ~~16%~~28%. Volume increases were driven by higher RTD protein shake product volumes ~~which primarily related to distribution gains, lapping short-term capacity constraints~~ in the ~~prior year period~~FDM, club and new product introductions, partially offset by decreased consumer purchases in response to the COVID-19 pandemic and the lapping of an early delivery of product requested by a large customer in the third quarter of fiscal 2019 to support promotional activity as well as lower bar volumes.eCommerce channels. Sales of Dymatize products were ~~down $8.1~~up $34.0 million, or ~~10%~~44%, with volume ~~down 8%~~up 25%. Volumes decreased primarily due to lower club volumes as a result of lapping prior year promotional activity and lower international and specialty channel volumes, largely resulting from temporary and permanent retail store closures in reaction to the COVID-19 pandemic. These negative impacts were partially offset by higher eCommerce volumes. Average net selling prices ~~decreased~~increased in the nine months ended June 30, ~~2020~~2021 due to ana favorable product mix. Sales of all other products were up $2.5 million.

Segment profit increased $20.9 million, or 68%, for the three months ended June 30, 2021, when compared to the prior year period. This increase was primarily driven by higher net sales, as previously discussed, partially offset by accelerated amortization expense of $11.8 million related to the discontinuance of the Supreme Protein brand, higher net product costs of $10.5 million, due to unfavorable ~~sales mix resulting from an increase in lower-priced powder volumes. Sales~~freight, manufacturing and raw material costs, increased advertising and consumer spending of $3.4 million and increased employee-related expenses.

Segment profit decreased $0.1 million, or less than 1%, for the nine months ended June 30, 2021, when compared to the prior year period. This decrease was primarily drivenby accelerated amortization expense of $29.9 million related to the discontinuance of the Supreme Protein brand, higher net product costs of $20.7 million, due to unfavorable raw material and freight costs, restructuring and facility closure costs, including accelerated depreciation, of $5.6 million, increased advertising

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of ~~PowerBar~~ products were down $9.3 million, or 26%, with volume down 33%, driven by planned product discontinuations of certain products in North America and lower international consumer purchases in response to the COVID-19 pandemic, partially offset by an increase in average net selling prices. Sales of all other products were down $0.9 million.

Segment profit decreased $25.0 million, or 45%, for the three months ended June 30, 2020, when compared to the prior year period. This decrease was primarily driven by lower net sales, as previously discussed, higher net product costs of $2.7 million, as unfavorable raw materials costs were partially offset by lower manufacturing and freight costs, increased advertising and consumer spending of $2.0 million, incremental public company costs of $2.1 million and incremental stock-based compensation of $1.8 million. These negative impacts were partially offset by lower employee-related expenses (excluding stock-based compensation).

Segment profit decreased $19.8 million, or 15%, for the nine months ended June 30, 2020, when compared to the prior year period. This decrease was primarily driven by increased advertising and consumer spending of $13.5 million, higher net product costs of $9.2 million, as unfavorable raw materials costs were partially offset by lower freight and manufacturing costs, incremental public company costs of $6.4 million, higher employee-related expenses (including stock-based compensation expense of $4.8 million), higher warehousing costs of $3.1$5.9 million and increased ~~transaction costs of $1.8 million.~~employee-related expenses. These negative impacts were partially offset by higher net sales, as previously ~~discussed.~~discussed, and lower BellRing IPO-related transaction costs of $1.9 million.

~~Other Items~~

General Corporate Expenses and Other


		Three Months Ended June 30,														Nine Months Ended June 30,															Three Months Ended June 30,					Nine Months Ended June 30,
						favorable/(unfavorable)										favorable/(unfavorable)											favorable/(unfavorable)								favorable/(unfavorable)
dollars in millions	dollars in millions	2020		2019		$ Change		% Change		2020		2019		$ Change		% Change		dollars in millions	2021		2020		$ Change		% Change		2021		2020		$ Change		% Change
General corporate expenses and other	General corporate expenses and other	$	17.6	$	37.5	$	19.9	53	%	$	97.7	$	123.2	$	25.5	21	%	General corporate expenses and other	$	0.7	$	17.6	$	16.9	96	%	$	29.6	$	97.7	$	68.1	70	%

General corporate expenses and other decreased ~~$19.9~~$16.9 million, or ~~53%~~96%, for the three months ended June 30, ~~2020,~~2021, when compared to the prior year period, primarily driven by a gain on bargain purchase of $12.7 related to our acquisition of the PL RTE Cereal Business, increased net gains related to mark-to-market adjustments on economic hedges and warrant liabilities of $7.4 million and gains related to mark-to-market adjustments on equity securities of $1.4 million. These positive impacts were partially offset by higher stock-based compensation of $1.6 million and increased third party transaction costs of $2.5 million.

General corporate expenses and other decreased $68.1 million, or 70%, for the nine months ended June 30, 2021, when compared to the prior year period, primarily driven by increased net gains related to mark-to-market adjustments on economic hedges and warrant liabilities of $58.6 million (compared to losses in the prior year period), a net gain on bargain purchase of $12.6 million related to our acquisitions of the PL RTE Cereal Business and Henningsen, gains related to mark-to-market adjustments on ~~commodity hedges~~equity securities of ~~$12.9~~$12.3 million ~~decreased restructuring~~ and ~~plant closure costs~~a net gain on assets held for sale of ~~$6.1 million (including lower accelerated depreciation of $4.6 million) and lower third party transaction costs of $3.3~~$0.5 million. These positive impacts were partially offset by increased losses related to mark-to-market adjustments on deferred compensation of ~~$1.9~~$7.9 million ~~and~~(compared to gains in the prior year period), higher ~~employee-related expenses (including~~ stock-based compensation of ~~$0.8 million).~~

~~General corporate expenses~~$5.1 million and other decreased $25.5 million, or 21%, for the nine months ended June 30, 2020, when compared to the prior year period, primarily driven by lower restructuring and plant closure costs of $16.9 million (including lower accelerated depreciation of $12.3 million), decreasedincreased third party transaction costs of ~~$14.1 million and increased gains related to mark-to-market adjustments on deferred compensation of $4.0~~$4.3 million. These positive impacts were partially offset by increased losses related to mark-to-market adjustments on commodity hedges of $7.2 million and higher employee-related expenses (including stock-based compensation of $3.4 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 June 30,										Nine Months Ended June 30,											Three Months Ended June 30,				Nine Months Ended June 30,
						favorable/(unfavorable)						favorable/(unfavorable)							favorable/(unfavorable)						favorable/(unfavorable)
dollars in millions	dollars in millions	2020		2019		$ Change		2020		2019		$ Change		dollars in millions	2021		2020		$ Change		2021		2020		$ Change
Post Consumer Brands	Post Consumer Brands	$	0.4	$	6.0	$	5.6	$	1.5	$	13.6	$	12.1	Post Consumer Brands	$	—	$	0.4	$	0.4	$	0.3	$	1.5	$	1.2
Weetabix	Weetabix	0.6		1.1		0.5		0.5		5.3		4.8		Weetabix	—		0.6		0.6		—		0.5		0.5

BellRing Brands														BellRing Brands	0.1		—		(0.1)		5.6		—		(5.6)
															$	0.1	$	1.0	$	0.9	$	5.9	$	2.0	$	(3.9)
		$	1.0	$	7.1	$	6.1	$	2.0	$	18.9	$	16.9

~~Gain on Sale of Business~~

During the nine months ended June 30, 2019, we recorded a gain of $127.3 million (adjusted to $126.6 million for the full year ended September 30, 2019) related to the 8th Avenue Transactions. The gain recorded in the nine months ended June 30, 2019 included foreign exchange losses previously recorded in accumulated other comprehensive loss of $42.1 million.

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LIQUIDITY AND CAPITAL RESOURCES

~~In connection with completing the BellRing formation transactions and managing our capital structure, we~~We completed the following activities during the nine months ended June 30, ~~2020~~2021 (for additional information, see Notes ~~1, 16~~3, 17 and 1819 within “Notes to Condensed Consolidated Financial Statements”): impacting our liquidity and capital resources:

•$~~1,250.0~~345.0 million proceeds received by PHPC from the PHPC IPO, before deducting underwriting discounts and commissions, including $40.0 million value of PHPC Units purchased by PHPC Sponsor in the PHPC IPO;

•$1,800.0 million principal value issued of ~~4.625%~~4.50% senior notes;

•$~~1,000.0~~1,697.3 million principal value repaid and ~~$41.3~~$74.3 million premium payment made on the extinguishment of our ~~5.50% senior notes maturing in March 2025;~~

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

•~~$1,309.5~~3.3 million ~~outstanding principal value repaid on~~shares of our ~~term loan;~~

•~~entered into a second amended and restated credit agreement (the “Credit Agreement”) providing~~common stock repurchased at an average share price of $95.78 per share for a ~~revolving credit facility in an aggregate principal amount~~total cost of ~~$750.0 (the “Revolving Credit Facility”);~~$315.3 million, including broker’s commissions. Additionally, $7.4 million paid related to the repurchases of shares of common stock that were accrued at September 30, 2020 and did not settle until fiscal 2021;

•$~~500.0~~47.5 million ~~borrowed under~~received in connection with share repurchase contracts entered into in the ~~Revolving Credit Facility;~~fourth quarter of fiscal 2020;

•$~~325.0~~55.0 million outstanding principal ~~value repaid on the Revolving Credit Facility;~~

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

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

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

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

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

•$~~700.0~~50.0 million ~~borrowed~~repaid by BellRing under ~~the BellRing Term B Facility;~~

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

•~~$130.0 million outstanding principal value repaid by BellRing on~~ the BellRing Revolving Credit Facility; and

•~~4.6 million shares of our common stock repurchased at an average share price of $101.14 per share for~~BellRing entered into a ~~total cost of $462.3 million (including amounts settled subsequent~~second amendment to the ~~period)~~BellRing Credit Agreement (the “BellRing Amendment”), ~~including broker’s commissions.~~

~~On July 8, 2020, subsequent~~which provided for the refinancing of the BellRing Term B Facility on substantially the same terms as in effect prior to the ~~end~~BellRing Amendment, except that it (i) reduced the interest rate margin by 100 basis points, resulting in (A) for Eurodollar rate loans, an interest rate of the ~~period, we repaid~~Eurodollar rate plus a margin of 4.00% and (B) for base rate loans, an interest rate of the ~~remaining outstanding principal balance on our Revolving Credit Facility using cash on hand. As~~base rate plus a margin of ~~July 31, 2020, our Revolving Credit Facility had outstanding letters of credit of $21.8 million, which~~3.00%, (ii) reduced the ~~available borrowing capacity under our Revolving~~floor for the Eurodollar rate to 0.75%, (iii) modified the BellRing Credit Agreement to address the anticipated unavailability of London Interbank Offered Rate (“LIBOR”) as a reference interest rate and (iv) provided that if on or before August 26, 2021 BellRing repays the BellRing Term B Facility in whole or in part with the proceeds of new or replacement debt at a lower effective interest rate, or further amends the BellRing Credit Agreement to ~~$728.2 million.~~

reduce the effective interest rate applicable to the BellRing Term B Facility, BellRing must pay a 1.00% premium on the amount repaid or subject to the interest rate reduction. In connection with the BellRing Amendment, BellRing paid $1.6 million of debt refinancing fees.

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


		Nine Months Ended June 30,							Nine Months Ended June 30,
dollars in millions	dollars in millions	2020		2019		dollars in millions	2021		2020
Cash provided by (used in):	Cash provided by (used in):					Cash provided by (used in):
Operating activities	Operating activities	$	408.4	$	504.8	Operating activities	$	395.3	$	408.4
Investing activities	Investing activities	(94.8)		96.7		Investing activities	(737.4)		(94.8)
Financing activities	Financing activities	(313.9)		(1,228.3)		Financing activities	(75.2)		(313.9)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	Effect of exchange rate changes on cash, cash equivalents and restricted cash	0.5		(1.2)		Effect of exchange rate changes on cash, cash equivalents and restricted cash	6.2		0.5
Net increase (decrease) in cash, cash equivalents and restricted cash		$	0.2	$	(628.0)
Net (decrease) increase in cash, cash equivalents and restricted cash						Net (decrease) increase in cash, cash equivalents and restricted cash	$	(411.1)	$	0.2

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~~took steps across the organization to limit discretionary expenses and re-prioritize our capital projects and ~~we continue~~ to focus on cash flow

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generation. We temporarily suspended our share repurchase program, and we and BellRing borrowed under our respective 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 ~~repay the majority of the~~we and BellRing repaid such borrowings under our respective revolving credit facilities prior to the ~~remainder~~end of ~~which were repaid in July~~fiscal 2020. In addition, we resumed normal levels of capital investment. 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 ~~Credit Agreement~~amended and restated credit agreement (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 1617 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.~~stock, and BellRing may seek to repurchase shares of the BellRing Class A 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 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 and its subsidiaries and BellRing Brands, Inc. and its subsidiaries) and

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

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

Operating Activities

Cash provided by operating activities for the nine months ended June 30, ~~2020~~2021 decreased ~~$96.4~~$13.1 million compared to the prior year period, ~~primarily~~ driven by ~~an increase in cash settlements paid (compared to cash settlements received in the prior year period) of $76.9 million~~unfavorable changes related to ~~our interest rate swaps, higher interest payments of $47.2 million resulting primarily from debt entered into in connection with~~ the IPO and interest paid related to amounts owed to former holders of shares of Bob Evans common stock who demanded appraisal of their shares under Delaware law and had not withdrawn their demands, higher tax payments (net of refunds) of $12.5 million, increased payments of employee incentives and higher advertising and promotional spending. These negative impacts were partially offset by favorable changes in working capital of $22.2 million, primarily related to fluctuations in the timing of sales and collections of trade receivables ~~combined with higher cash outflows for inventory in the prior year period due to inventory builds in~~within our BellRing Brands, Foodservice and Post Consumer Brands segments, partially offset by favorable changes in the timing of payments of trade accounts payables within our BellRing Brands and ~~Weetabix segments.~~Foodservice segments, lower interest payments of $31.2 million and lower payments on our interest rate swaps of $11.5 million.

Investing Activities

Nine months ended June 30, 2021

Cash used in investing activities for the nine months ended June 30, 2021 was $737.4 million, primarily driven by the deposit of $345.0 million of proceeds received by PHPC from the PHPC IPO and the PHPC Private Placement into a trust account, net cash paid for acquisitions of $290.3 million, primarily driven by our current year acquisitions of the PL RTE Cereal Business, Egg Beaters, Peter Pan and Almark, capital expenditures of $142.7 million and cash paid related to investments in partnerships of $17.1 million, partially offset by proceeds from the sale of equity securities and property and assets held for sale of $34.2 million and $19.0 million, respectively. The largest individual capital expenditure project in the period related to the re-construction of a building that was destroyed in a fire at our Bloomfield, Nebraska laying facility in the second quarter of fiscal 2020.

Nine months ended June 30, 2020

Cash used in investing activities for the nine months ended June 30, 2020 was $94.8 million, primarily consisting of capital expenditures of $160.0 million, partially offset by proceeds received of $52.7 million largely resulting from the termination of $448.7 million notional value of our cross-currency swaps that were designated as hedging instruments and insurance proceeds received of $10.0 million related to a fire at our Bloomfield, Nebraska layer facility. 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.

~~Nine months ended June 30, 2019~~

Cash provided by investing activities for the nine months ended June 30, 2019 was $96.7 million, driven by proceeds received of $266.8 million related to the 8th Avenue Transactions and proceeds received of $30.5 million largely resulting from the termination of $214.2 million notional value of our cross-currency swaps that were designated as hedging instruments. These cash inflows were partially offset by capital expenditures of $202.7 million. The most significant capital expenditure project in the period related to the construction of a new precooked egg facility in Norwalk, Iowa.

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Financing Activities

Nine months ended June 30, 2021

Cash used in financing activities for the nine months ended June 30, 2021 was $75.2 million. We received proceeds of $1,800.0 million from the issuance of our 4.50% senior notes. BellRing borrowed $20.0 million under the BellRing Revolving Credit Facility. These issuances and borrowings resulted in total proceeds from the issuance of long-term debt of $1,820.0 million. In connection with the 4.50% senior notes issuance, we paid $16.8 million in debt issuance costs. We repaid the outstanding principal balance under our 5.00% senior notes and made a principal payment on a municipal bond. BellRing repaid $55.0 million of outstanding principal under the BellRing Term B Facility and repaid $50.0 million of outstanding principal under the BellRing Revolving Credit Facility, which resulted in total repayments of long-term debt of $1,803.3 million. In connection with the repayment of the 5.00% senior notes and the BellRing Amendment (discussed above), we paid $75.9 million in debt premiums and refinancing fees. We paid $322.7 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, 2020 and did not settle until fiscal 2021. We received $47.5 million related to the settlement of share repurchase contracts that were entered into in fiscal 2020 and did not settle until fiscal 2021. PHPC received $345.0 million gross proceeds from the PHPC IPO and PHPC Sponsor purchased $40.0 million in PHPC Units in the PHPC IPO, which resulted in proceeds received from the IPO of $305.0 million. In connection with the PHPC IPO, PHPC incurred offering costs of $7.1 million.

Nine months ended June 30, 2020

Cash used in financing activities for the nine months ended June 30, 2020 was $313.9 million. BellRing Brands, Inc. received $524.4 million net proceeds from the BellRing IPO, after deducting ~~underwriting~~ discounts and commissions. We received proceeds of $1,250.0 million from the issuance of our 4.625% senior ~~notes,~~notes. We borrowed $1,225.0 million under the 2020 Bridge Loan and ~~borrowed~~ $500.0 million under ~~the Revolving Credit Facility.~~our revolving credit facility. BellRing borrowed $700.0 million under the BellRing Term B Facility, at a discount of $14.0 million, and borrowed $185.0 million under the BellRing Revolving Credit Facility. These issuances and borrowings, combined with proceeds received of $2.0 million from ~~the~~a municipal bond, resulted in total proceeds from the issuance of long-term debt of $3,848.0 million. In connection with these issuances, borrowings and the amendment and restatement of our Credit Agreement, we paid $40.8 million in debt issuance costs and deferred financing fees. We repaid the outstanding principal balances onunder our term loan, our 5.50% senior notes maturing in March 2025 and our 8.00% senior notes, repaid $325.0 million of outstanding principal borrowings on our Revolving Credit Facility and made a principal payment on ~~the~~a municipal bond. BellRing repaid the outstanding principal balance onunder the 2020 Bridge Loan which it assumed from us in connection with the BellRing IPO and repaid ~~$130.0 million of outstanding~~ principal borrowings onunder the BellRing Revolving Credit Facility, which resulted in total repayments of long-term debt of $4,130.3 million. We paid premiums of $49.8 million related to our early extinguishment of our 5.50% senior notes maturing in March 2025 and our 8.00% senior notes. In connection with the BellRing IPO, we were refunded $15.3 million of debt issuance costs paid in connection with the 2020 Bridge Loan. We paid $469.0 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.

~~Nine months ended June 30, 2019~~

Cash used in financing activities for the nine months ended June 30, 2019 was $1,228.3 million. During the nine months ended June 30, 2019, we repaid $863.0 million outstanding principal value of our term loan, and repurchased and retired $60.0 million principal value of our 5.625% senior notes, 5.75% senior notes and 5.00% senior notes, at a discount of $4.0 million. These repayments and repurchases, combined with payments to our capital lease, resulted in total net payments of $919.1 million. Additionally, payments of $253.6 million, excluding interest, were made to former holders of Bob Evans common stock who had demanded appraisal and, who at the time, had not yet been paid for their shares. In connection with the 8th Avenue Transactions, we were refunded $7.8 million of debt issuance costs we paid in fiscal 2018 related to the 2018 bridge loan. We also paid $84.7 million, including broker’s commissions, for the repurchase of shares of our common stock during the nine months ended June 30, 2019, and received proceeds from the exercises of stock awards of $41.5 million.

Debt Covenants

Credit Agreement

Under the terms of our Credit Agreement, we are required to comply with a financial covenant consisting of a ~~ratio for quarterly maximum~~ 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 June 30, ~~2020,~~2021, 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 other secured or unsecured debt, if, among other conditions, certain financial ratios are met, as defined and specified in the Credit Agreement.

BellRing Credit Agreement

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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 15 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, are made throughout this 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” or “would” or the negative of these terms or similar expressions elsewhere in this report. Our financial condition, results of operations ~~financial condition~~ and cash flows may differ materially from those in the forward-looking statements. Such statements are based on management’s current views and assumptions and involve risks and uncertainties that could affect expected results. Those risks and uncertainties include, but are not limited to, the following:

•the impact of the COVID-19 pandemic, including negative impacts on the global economy and capital markets, 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;

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

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

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

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

•our high leverage, our ability to obtain additional financing (including both secured and unsecured debt) ~~and~~, our ability to service our outstanding debt (including covenants that restrict the operation of our business); and a downgrade or potential downgrade in our credit ratings;

•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;

•the possibility that PHPC, a newly formed special purpose acquisition company for which the sponsor is our wholly-owned subsidiary and in which we indirectly own an interest (through PHPC Sponsor), may not consummate a suitable partnering transaction within the prescribed two-year time period, that the partnering transaction may not be successful or that the activities for PHPC could be distracting to our management;

•our ability to successfully execute the proposed plan to distribute our interest in BellRing;

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

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

•impairment in the carrying value of goodwill or other intangibles;

•our ability to successfully implement business strategies to reduce costs;

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

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

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

•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;

•our ability to successfully collaborate with third parties that have invested with us in 8th Avenue and to effectively realize the strategic and financial benefits expected as a result of the separate capitalization of 8th Avenue;

•costs associated with the obligations of Bob ~~Evans’s obligations~~Evans Farms, Inc. (“Bob Evans”) 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;

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

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

•changes in estimates in critical accounting judgments;

•~~our ability to protect our intellectual property and other assets;~~

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

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

•our, BellRing’s and PHPC’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” inwithin Item 1A of 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 continued 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” inwithin Item 1A of 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

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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 ~~$11~~$20 million and $8$11 million as of June 30, ~~2020~~2021 and September 30, ~~2019,~~2020, respectively. This volatility analysis ignores changes in the exposures inherent in the underlying hedged transactions.

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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 1213 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 June 30, ~~2020,~~2021, a hypothetical 10% adverse change in the expected ~~Euro-GBP~~USD-GBP exchange rates would have reduced the fair value of the Company’s foreign currency-related derivatives portfolio by ~~an immaterial amount.~~approximately $1 million. As of 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~~currency related derivatives portfolio by ~~approximate~~an immaterial amount and approximately $3 million, respectively~~ly $51 million.~~.

For additional information regarding the Company’s foreign currency derivative contracts, refer to Note 1213 within “Notes to Condensed Consolidated Financial Statements.”

Interest Rate Risk

Long-term debt

As of June 30, ~~2020,~~2021, the Company had outstanding principal value of indebtedness of ~~$6,858.3~~$7,066.4 million related to its senior notes, ~~term loan, revolving credit facilities~~a municipal bond and ~~municipal bond.~~the BellRing Term B Facility. At June 30, ~~2020,~~2021, Post’s ~~Revolving Credit Facility~~revolving credit facility and ~~BellRing’s~~the BellRing Revolving Credit Facility had available borrowing capacity of ~~$553.2~~$730.8 million and ~~$145.0~~$200.0 million, respectively. Of the total ~~$6,858.3~~$7,066.4 million of outstanding indebtedness, $5,937.5 million bears interest at a weighted-average fixed interest rate of 5.2%. As of September 30, 2019, the Company had principal value of indebtedness of $7,119.3 million, related to its senior notes, term loan and capital lease. Of the total $7,119.3 million of outstanding indebtedness, $5,809.8$6,440.2 million bore interest at a weighted-average fixed interest rate of ~~5.5%~~5.1%. As of September 30, 2020, the Company had principal value of indebtedness of $7,049.7 million, related to its senior notes, a municipal bond, the BellRing Term B Facility and the BellRing Revolving Credit Facility. Of the total $7,049.7 million of outstanding indebtedness, $6,337.5 million bore interest at a weighted-average fixed interest rate of 5.2%.

As of June 30, ~~2020~~2021 and September 30, ~~2019,~~2020, the fair value of the Company’s ~~total~~ debt, excluding any outstanding borrowings under ~~Post’s Revolving Credit Facility and~~the municipal bond and ~~BellRing’s~~the BellRing Revolving Credit Facility, was ~~$6,683.0~~$7,257.9 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 ~~$20~~$32 million and ~~$30~~$14 million as of June 30, ~~2020~~2021 and September 30, ~~2019,~~2020, respectively. Including the impact of interest rate swaps, a hypothetical 10% increase in interest rates would have ~~increased~~an immaterial impact on both interest expense and interest paid on variable rate debt ~~by an immaterial amount for both~~during each of the three and nine months ended June 30, ~~2020. Including the impact of interest rate swaps, a hypothetical 10% increase in interest rates would have increased both interest expense~~2021 and ~~interest paid on variable rate debt by approximately $1 million and $2 million during the three and nine months ended June 30, 2019, respectively.~~2020.

For additional information regarding the Company’s debt, refer to Note 1617 within “Notes to Condensed Consolidated Financial Statements.”

Interest rate swaps

As of June 30, ~~2020~~2021 and September 30, ~~2019,~~2020, the Company had interest rate swaps with a notional value of ~~$2,773.1~~$2,556.0 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 ~~$20~~$12 million and ~~$36~~$19 million as of June 30, ~~2020~~2021 and September 30, ~~2019,~~2020, respectively.

For additional information regarding the Company’s interest rate swap contracts, refer to Note 1213 within “Notes to Condensed Consolidated Financial Statements.”

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.

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Changes in Internal Control Over Financial Reporting

In connection with the Company’s acquisitions completed in fiscal 2021, management is in the process of analyzing, evaluating and, where necessary, implementing changes in controls and procedures. This process may result in additions or changes to the Company’s internal control over financial reporting. There were no other significant changes in the Company’s internal control over financial reporting during the quarter ended June 30, ~~2020~~2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION.

ITEM 1. LEGAL PROCEEDINGS.

~~Antitrust claims~~For information regarding our legal proceedings, refer to “Legal Proceedings” in Note 15 within “Notes to Condensed Consolidated Financial Statements” within Item 1 of Part I of this report, which is incorporated herein by reference.

~~In late 2008~~Pursuant to Securities and ~~early 2009, approximately 22 class action lawsuits were filed in various federal courts against Michael Foods, Inc.~~Exchange Commission (“~~MFI”~~SEC”)~~, a wholly-owned subsidiary of~~ regulations, 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~~is required to disclose certain information about environmental proceedings 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 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 in January 2018, 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~~governmental entity as a ~~result of~~party if the ~~MFI settlements described above, the remaining portion of the cases could still~~Company reasonably believes such proceedings may result in monetary sanctions, exclusive of interest and costs, above a ~~material adverse outcome.~~

~~Henningsen Environmental Matter~~

In connection with the Company’s acquisition of Henningsen Foods, Inc. (“Henningsen“) from Kewpie Corporation (the “Seller”) under a purchase and sale agreement (the “Purchase Agreement”), which closed on July 1, 2020,stated threshold. Pursuant to such SEC regulations, the Company ~~acquired an egg processing plant located in David City, Nebraska (the “David City Facility”).~~

~~On July 7, 2020, the United States Department~~has elected to use a threshold of ~~Justice (the “DOJ”) and the Nebraska Attorney General filed a complaint against Henningsen in the United States District Court~~$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 District of Nebraska seeking civil penalties and injunctive relief for violations of pre-treatment regulations under the Federal Water Pollution Control Act (also known as the Clean Water Act (the “CWA”)) and under the Nebraska Environmental Protection Act and Henningsen’s Nebraska pre-treatment program permit at the David City Facility dating from January 2014 to the date of the filing of the complaint. At the same time that the complaint was filed, the DOJ and the Nebraska Attorney General lodged a proposed consent decree that would require Henningsen to pay a civil penalty of $0.8 million and to implement injunctive relief measures, including compliance with the CWA and other environmental regulations, payments to the David City, Nebraska wastewater treatment facility regarding an anaerobic water treatment lagoon and implementation of an operations, maintenance and training program for Henningsen’s employees. The proposed consent decree would resolve the claims alleged in the complaint, although the decree may not be finalized until after expiration of a 30 day public comment period following the July 13, 2020 public notice of the consent decree in the Federal Register. Henningsen expects to finalize the consent decree after completion of the public comment period. However, there is no assurance that there will not be any material changes to the consent decree following completion of the public comment period.

~~Under the Purchase Agreement, the Seller is contractually obligated to indemnify the Company for~~covered by this ~~matter, and the Company does not expect this matter will have a material effect on its financial condition, results of operations or cash flows.~~

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~~Other~~

The Company is subject to various other legal proceedings and actions arising in the normal course of business. In the opinion of management, based upon the information presently known, the ultimate liability, if any, arising from such pending legal proceedings, as well as from asserted legal claims and known potential legal claims which are likely to be asserted, taking into account established accruals for estimated liabilities (if any), are not expected to be material individually or in the aggregate to the financial 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.report.

ITEM 1A. RISK FACTORS.

In addition to the information set forth elsewhere in this Quarterly Report on Form 10-Q (the “Quarterly Report”) and the risk ~~factor~~factors set forth below, you should carefully consider the risk factors we previously disclosed in our Annual Report on Form 10-K, filed with the ~~United States Securities and Exchange Commission~~SEC on November ~~22, 2019,~~20, 2020, as of and for the year ended September 30, ~~2019~~2020 (the ~~“Form 10-K”~~“Annual Report”). Other than the additional risk factors disclosed herein, as of the date of this Quarterly Report, there have been no material changes to the risk factors previously disclosed in the Annual Report. 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.

We are subject to a number of uncertainties while Post Holdings Partnering Corporation (“PHPC”) pursues a partnering transaction, which could adversely affect our business, financial condition, results of operations, cash flows and stock price.

On May 28, 2021, PHPC completed its initial public offering (the “PHPC IPO”). PHPC Sponsor, LLC, our wholly-owned subsidiary (“PHPC Sponsor”), purchased $40.0 million of units of PHPC in the PHPC IPO. In addition, PHPC Sponsor purchased units of PHPC in a private offering (the “PHPC private placement units”), which was completed substantially concurrently with the closing of the PHPC IPO, and holds shares of PHPC’s Series F common stock, par value $0.0001 per share (“PHPC Series F Common Stock”); such investments are held at a cost of approximately $10.9 million. Each unit of PHPC consists of one share of Series A common stock of PHPC, par value $0.0001 per share (“PHPC Series A common stock”), and one-third of one redeemable warrant of PHPC, each whole warrant entitling the holder thereof to purchase one share of PHPC Series A common stock at an exercise price of $11.50 per share. Under the terms of the PHPC IPO, PHPC is required to consummate a partnering transaction by May 28, 2023 (or by August 28, 2023 in certain circumstances). We will be required to devote significant management and employee attention and resources to matters relating to PHPC while it pursues a partnering transaction. If PHPC is unable to consummate a suitable partnering transaction during the prescribed two-year time frame, we may experience negative reactions from the financial markets and from our shareholders, and PHPC Sponsor would lose its investment in the PHPC private placement units and Class F common stock. Alternatively, in the event that PHPC is able to consummate a suitable partnering transaction, or if the partnering transaction is unsuccessful, there is no assurance that we will realize the anticipated value from such transaction.

There has recently been heightened regulatory focus on special purpose acquisition companies (“SPACs”), including recently issued accounting guidance, resulting in substantial uncertainty in the SPAC markets. PHPC’s pursuit of a partnering transaction in this uncertain SPAC environment may result in delays, reduced investor and acquisition target interest in SPAC transactions, additional costs as instrument terms are reevaluated and our management and employees needing to devote extensive attention and resources to these matters. The ~~COVID-19 pandemic has~~accounting guidance applicable to SPACs could subsequently be revisited, potentially necessitating restatements of PHPC’s financial statements, which could then impact and ~~is expected to continue to impact~~necessitate restatements of our financial ~~and operational performance.~~statements. These matters have the potential to disrupt us from conducting business operations or

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The COVID-19 pandemic has and is likely to continue to negatively impact the global economy and capital markets, which could result in a prolonged economic downturn or a global economic recession. These impacts could limit our ability to satisfy our debt obligations or the cost or availability of additional capital transactions. As of June 30, 2020~~, we had $6,858.3 million in aggregate principal amount of debt and $1,043.6 million in cash and cash equivalents.~~

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

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

These and other impacts of the COVID-19 pandemic have heightened, or in some cases manifested, many of the other risks we previously disclosed in the “Risk Factors” section of the Form 10-K, any of which could have a material effect on us. This situation is changing rapidly and additional impacts may arise that we are not aware of as of the date hereof. The extent and potential short and long term impact of the COVID-19 pandemic onadversely affect our business, financial condition, results of operations and cash ~~flows, which~~flows.

Our proposed plan to distribute our interest in BellRing Brands, Inc. is subject to inherent risks.

We intend to distribute a significant portion of our interest in BellRing Brands, Inc. to our shareholders under a plan of distribution that could ~~be material, will depend on future developments,~~include a pro-rata distribution, an exchange offer or a combination of both. This proposed plan is subject to certain conditions, including the ~~duration, severity~~approval of BellRing Brands, Inc.’s stockholders and ~~spread~~the receipt of certain regulatory approvals. No assurance can be given that any of the ~~pandemic, actions~~foregoing conditions will be met. The proposed plan is subject to inherent risks and uncertainties, including, among others: risks that ~~have~~the proposed plan as a whole will not be consummated or that the distribution of BellRing Brands, Inc. Class A common stock will not be consummated; increased demands on our and ~~may~~BellRing Brands, Inc.’s management and employees to accomplish the proposed plan; and significant transaction costs. In addition, no assurance can be ~~taken by governmental authorities~~given that we will realize the potential strategic and financial benefits from the proposed plan in ~~response~~the near term or at all, and no assurance can be given that the market will react favorably to the ~~pandemic and~~proposed plan or any of the ~~impact on our supply chain, operations, workforce and the financial markets, all of which are highly uncertain and cannot be predicted.~~transactions contemplated thereby.

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

We did not repurchase any shares of our common stock during the three months ended June 30, 2021. The following table sets forth information with respect to repurchases of shares of our common stock ~~that we purchased~~ during the three months ended June 30, ~~2020:~~2021 and our common stock repurchase authorization.

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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)
April 1, 2021 - April 30, 2021	—	$—	—	$333,633,659
May 1, 2021 - May 31, 2021	—	$—	—	$333,633,659
June 1, 2021 - June 30, 2021	—	$—	—	$333,633,659
Total	—	$—	—	$333,633,659

(a)

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)
April 1, 2020 - April 30, 2020 — $— — $161,874,205
May 1, 2020 - May 31, 2020 74,149 $85.95 74,149 $155,501,370
June 1, 2020 - June 30, 2020 306,279 $87.51 306,279 $128,699,593
Total 380,428 $87.20 380,428 $128,699,593

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

(b)On ~~December 5, 2019,~~February 2, 2021, our Board of Directors approved an authorization to repurchase up to $400,000,000 of shares of our common stock effective ~~December 5, 2019~~February 6, 2021 (the “Existing Authorization”), and the Company began repurchasing shares under the Existing Authorization on December 6, 2019. The Existing Authorization had an expiration date of December 5, 2021. However, on August 4, 2020, our Board of Directors terminated the Existing Authorization effective August 7, 2020 and approved a new authorization to repurchase up to $400,000,000 of shares of our common stock effective August 8, 2020 (the “New Authorization”“Authorization”). The ~~New~~ Authorization expires on ~~August 8, 2022.~~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.~~

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ITEM 6. EXHIBITS.

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


Exhibit No.						Description

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

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

3.3						Amended and Restated Bylaws of Post Holdings, Inc. (Incorporated by reference to Exhibit ~~3.2~~3.1 to the Company’s Form 8-K filed on ~~January 31, 2018)~~November 19, 2020)

4.1						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)

~~4.2~~						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)

~~4.3~~4.2						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)

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

~~4.5~~4.3						Indenture (2029 Notes), dated as of July 3, 2019, by and among Post Holdings, Inc., the Guarantors (as defined therein) and Wells Fargo Bank, National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on July 3, 2019)

~~4.6~~4.4						Indenture (2030 Notes), dated as of February 26, 2020, by and among Post Holdings, Inc., the Guarantors (as defined therein) and Wells Fargo Bank, National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on February 26, 2020)

4.5						Indenture (2031 Notes), dated as of March 10, 2021, 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 March 11, 2021)

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 August 7 ~~, 2020~~6, 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 August 7 ~~, 2020~~6, 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 August 7 ~~, 2020~~6, 2021

101						Interactive Data File (Form 10-Q for the quarterly period ended June 30, ~~2020~~2021 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 June 30, ~~2020,~~2021, formatted in iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101

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SIGNATURES

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

POST HOLDINGS, INC.

Date:

August ~~7, 2020~~6, 2021

By:

/s/ Jeff A. Zadoks

Jeff A. Zadoks

EVP and Chief Financial Officer (Principal Financial Officer)

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	Employee-Related Costs		Accelerated Depreciation		Total
Balance, September 30, 2018	$	2.7	$	—	$	2.7
Charge to expense	2.7		7.8		10.5
Cash payments	(1.4)		—		(1.4)
Non-cash charges	—		(7.8)		(7.8)
Balance, June 30, 2019	$	4.0	$	—	$	4.0

Balance, September 30, 2019	$	0.1	$	—	$	0.1

Cash payments	(0.1)		—		(0.1)

Balance, June 30, 2020	$	—	$	—	$	—

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


Three Months Ended June 30,	Statement of Operations Location	Mark-to-Market Loss (a)		Cash Settlements Paid (Received), Net (b)		Net Loss Reclassified from Accumulated OCI including NCI (c)
	Interest expense, net	$	0.6	$	0.9	$	0.6
	Expense on swaps, net	3.0		26.2		—
2020	Total	$	3.6	$	27.1	$	0.6

	Interest expense, net	$	—	$	(0.4)	$	—
	Expense on swaps, net	86.1		0.1		—
2019	Total	$	86.1	$	(0.3)	$	—