UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________

FORM 10-Q

__________________

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

For the quarterly period ended December 31, ~~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 – ~~64,367,518~~61,859,585 shares as of~~February 1, 2021~~ January 31, 2022

Table of Contents

POST HOLDINGS, INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS


		Page
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited).	1

	Condensed Consolidated Statements of Operations (Unaudited).	1

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

	Condensed Consolidated Balance Sheets (Unaudited).	3

	Condensed Consolidated Statements of Cash Flows (Unaudited).	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.~~Operations	25

Item 3.	Quantitative and Qualitative Disclosures About Market ~~Risk.~~Risk	3537

Item 4.	Controls and ~~Procedures.~~Procedures	3638

PART II.	OTHER INFORMATION

Item 1.	Legal ~~Proceedings.~~Proceedings	3638

Item 1A.	Risk ~~Factors.~~Factors	3638

Item 2.	Unregistered Sales of Equity Securities and Use of ~~Proceeds.~~Proceeds	3639

Item 6.	~~Exhibits.~~Exhibits	3840

	~~SIGNATURES.~~SIGNATURES	3942

Table of Contents

PART I. FINANCIAL INFORMATION.

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED).

POST HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in millions, except per share data)


		Three Months Ended December 31,						Three Months Ended December 31,
			2020		2019				2021		2020
Net Sales	Net Sales		$	1,458.0	$	1,456.8	Net Sales		$	1,643.7	$	1,458.0
Cost of goods sold	Cost of goods sold		1,002.6		985.3		Cost of goods sold		1,219.7		1,002.6
Gross Profit	Gross Profit		455.4		471.5		Gross Profit		424.0		455.4
Selling, general and administrative expenses	Selling, general and administrative expenses		251.1		235.3		Selling, general and administrative expenses		257.3		251.1
Amortization of intangible assets	Amortization of intangible assets		40.6		40.1		Amortization of intangible assets		41.4		40.6

Other operating (income) expenses, net			(2.6)		0.1

Other operating income, net							Other operating income, net		(3.4)		(2.6)
Operating Profit	Operating Profit		166.3		196.0		Operating Profit		128.7		166.3
Interest expense, net	Interest expense, net		96.6		102.9		Interest expense, net		91.2		96.6
Loss on extinguishment of debt, net			0		12.9
Income on swaps, net			(41.6)		(61.4)

Expense (income) on swaps, net							Expense (income) on swaps, net		36.9		(41.6)
Other income, net	Other income, net		(10.8)		(3.2)		Other income, net		(3.0)		(10.8)
Earnings before Income Taxes and Equity Method Loss	Earnings before Income Taxes and Equity Method Loss		122.1		144.8		Earnings before Income Taxes and Equity Method Loss		3.6		122.1
Income tax expense			23.2		30.4
Income tax (benefit) expense							Income tax (benefit) expense		(5.8)		23.2
Equity method loss, net of tax	Equity method loss, net of tax		7.9		7.3		Equity method loss, net of tax		18.6		7.9
Net Earnings Including Noncontrolling Interests			91.0		107.1
Net (Loss) Earnings Including Noncontrolling Interests							Net (Loss) Earnings Including Noncontrolling Interests		(9.2)		91.0
Less: Net earnings attributable to noncontrolling interests	Less: Net earnings attributable to noncontrolling interests		9.8		7.9		Less: Net earnings attributable to noncontrolling interests		11.6		9.8
Net Earnings			$	81.2	$	99.2
Net (Loss) Earnings							Net (Loss) Earnings		$	(20.8)	$	81.2

Earnings per Common Share:
(Loss) Earnings per Common Share:							(Loss) Earnings per Common Share:
Basic	Basic		$	1.24	$	1.40	Basic		$	(0.25)	$	1.24
Diluted	Diluted		$	1.21	$	1.38	Diluted		$	(0.25)	$	1.21

Weighted-Average Common Shares Outstanding:	Weighted-Average Common Shares Outstanding:						Weighted-Average Common Shares Outstanding:
Basic	Basic		65.7		70.7		Basic		62.5		65.7
Diluted	Diluted		66.9		72.1		Diluted		62.5		66.9

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

Table of Contents

POST HOLDINGS, INC.

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

(in millions)


		Three Months Ended December 31,						Three Months Ended December 31,
			2020		2019				2021		2020
Net Earnings Including Noncontrolling Interests			$	91.0	$	107.1
Net (Loss) Earnings Including Noncontrolling Interests							Net (Loss) Earnings Including Noncontrolling Interests		$	(9.2)	$	91.0
Pension and postretirement benefits adjustments:	Pension and postretirement benefits adjustments:						Pension and postretirement benefits adjustments:

Reclassifications to net earnings			(0.2)		(0.5)
Reclassifications to net (loss) earnings							Reclassifications to net (loss) earnings		(0.5)		(0.2)

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

Reclassifications to net (loss) earnings							Reclassifications to net (loss) earnings		0.5		0.5

Foreign currency translation adjustments:	Foreign currency translation adjustments:						Foreign currency translation adjustments:
Unrealized foreign currency translation adjustments	Unrealized foreign currency translation adjustments		101.6		115.1		Unrealized foreign currency translation adjustments		4.9		101.6

Tax benefit (expense) on other comprehensive income:	Tax benefit (expense) on other comprehensive income:						Tax benefit (expense) on other comprehensive income:
Pension and postretirement benefits adjustments:	Pension and postretirement benefits adjustments:						Pension and postretirement benefits adjustments:
Reclassifications to net earnings			0.1		0.1
Reclassifications to net (loss) earnings							Reclassifications to net (loss) earnings		0.1		0.1
Hedging adjustments:	Hedging adjustments:						Hedging adjustments:
Net loss on derivatives			0		8.5
Reclassifications to net earnings			(0.1)		(1.6)

Reclassifications to net (loss) earnings							Reclassifications to net (loss) earnings		—		(0.1)
Total Other Comprehensive Income Including Noncontrolling Interests	Total Other Comprehensive Income Including Noncontrolling Interests		101.9		95.5		Total Other Comprehensive Income Including Noncontrolling Interests		5.0		101.9
Less: Comprehensive income attributable to noncontrolling interests	Less: Comprehensive income attributable to noncontrolling interests		10.1		8.4		Less: Comprehensive income attributable to noncontrolling interests		11.4		10.1
Total Comprehensive Income			$	182.8	$	194.2
Total Comprehensive (Loss) Income							Total Comprehensive (Loss) Income		$	(15.6)	$	182.8

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

Table of Contents

POST HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions)


		December 31, 2020		September 30, 2020			December 31, 2021		September 30, 2021
ASSETS	ASSETS					ASSETS
Current Assets	Current Assets					Current Assets
Cash and cash equivalents	Cash and cash equivalents	$	1,118.0	$	1,187.9	Cash and cash equivalents	$	1,158.0	$	817.1
Restricted cash	Restricted cash	0.5		5.5		Restricted cash	2.1		7.1
Receivables, net	Receivables, net	452.7		441.6		Receivables, net	531.8		553.9
Inventories	Inventories	584.4		599.4		Inventories	621.6		594.5

Prepaid expenses and other current assets	Prepaid expenses and other current assets	100.9		53.4		Prepaid expenses and other current assets	121.5		113.5
Total Current Assets	Total Current Assets	2,256.5		2,287.8		Total Current Assets	2,435.0		2,086.1
Property, net	Property, net	1,776.0		1,779.7		Property, net	1,769.0		1,839.4
Goodwill	Goodwill	4,492.0		4,438.6		Goodwill	4,566.7		4,567.5
Other intangible assets, net	Other intangible assets, net	3,182.5		3,197.5		Other intangible assets, net	3,097.2		3,147.5
Equity method investments	Equity method investments	106.8		114.1		Equity method investments	51.9		70.7

Investments held in trust						Investments held in trust	345.0		345.0
Other assets	Other assets	326.5		329.0		Other assets	348.1		358.5
Total Assets	Total Assets	$	12,140.3	$	12,146.7	Total Assets	$	12,612.9	$	12,414.7

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	$	64.9	Current portion of long-term debt	$	36.1	$	117.4
Accounts payable	Accounts payable	374.0		367.9		Accounts payable	426.0		473.7

Other current liabilities	Other current liabilities	480.0		541.6		Other current liabilities	479.3		458.1
Total Current Liabilities	Total Current Liabilities	890.1		974.4		Total Current Liabilities	941.4		1,049.2
Long-term debt	Long-term debt	6,972.1		6,959.0		Long-term debt	7,429.0		6,922.8
Deferred income taxes	Deferred income taxes	808.5		784.5		Deferred income taxes	838.4		863.9

Other liabilities	Other liabilities	565.1		599.8		Other liabilities	527.5		519.6
Total Liabilities	Total Liabilities	9,235.8		9,317.7		Total Liabilities	9,736.3		9,355.5

Redeemable noncontrolling interest						Redeemable noncontrolling interest	305.0		305.0
Shareholders’ Equity	Shareholders’ Equity					Shareholders’ Equity

Common stock	Common stock	0.8		0.8		Common stock	0.9		0.9
Additional paid-in capital	Additional paid-in capital	4,226.2		4,182.9		Additional paid-in capital	4,247.7		4,253.5
Retained earnings	Retained earnings	289.8		208.6		Retained earnings	326.6		347.3
Accumulated other comprehensive income (loss)		72.3		(29.3)
Accumulated other comprehensive income						Accumulated other comprehensive income	48.1		42.9
Treasury stock, at cost	Treasury stock, at cost	(1,668.4)		(1,508.5)		Treasury stock, at cost	(2,057.2)		(1,902.2)
Total Shareholders’ Equity Excluding Noncontrolling Interests	Total Shareholders’ Equity Excluding Noncontrolling Interests	2,920.7		2,854.5		Total Shareholders’ Equity Excluding Noncontrolling Interests	2,566.1		2,742.4
Noncontrolling interests	Noncontrolling interests	(16.2)		(25.5)		Noncontrolling interests	5.5		11.8
Total Shareholders’ Equity	Total Shareholders’ Equity	2,904.5		2,829.0		Total Shareholders’ Equity	2,571.6		2,754.2
Total Liabilities and Shareholders’ Equity	Total Liabilities and Shareholders’ Equity	$	12,140.3	$	12,146.7	Total Liabilities and Shareholders’ Equity	$	12,612.9	$	12,414.7

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

Table of Contents

POST HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in millions)


		Three Months Ended December 31,					Three Months Ended December 31,
		2020		2019			2021		2020
Cash Flows from Operating Activities	Cash Flows from Operating Activities					Cash Flows from Operating Activities
Net Earnings Including Noncontrolling Interests		$	91.0	$	107.1
Adjustments to reconcile net earnings including noncontrolling interests to net cash provided by operating activities:
Net (Loss) Earnings Including Noncontrolling Interests						Net (Loss) Earnings Including Noncontrolling Interests	$	(9.2)	$	91.0
Adjustments to reconcile net (loss) earnings including noncontrolling interests to net cash provided by operating activities:						Adjustments to reconcile net (loss) earnings including noncontrolling interests to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	94.1		90.3		Depreciation and amortization	101.7		94.1
Unrealized gain on interest rate swaps and foreign exchange contracts, net		(42.3)		(73.3)

Loss on extinguishment of debt, net		0		12.9
Unrealized loss (gain) on interest rate swaps, foreign exchange contracts and warrant liabilities, net						Unrealized loss (gain) on interest rate swaps, foreign exchange contracts and warrant liabilities, net	33.6		(42.3)

Non-cash stock-based compensation expense		13.9		11.4

Stock-based compensation expense						Stock-based compensation expense	16.2		13.9
Equity method loss, net of tax	Equity method loss, net of tax	7.9		7.3		Equity method loss, net of tax	18.6		7.9
Deferred income taxes	Deferred income taxes	17.0		19.0		Deferred income taxes	(26.1)		17.0
Other, net	Other, net	(10.0)		3.2		Other, net	(1.8)		(10.0)
Other changes in operating assets and liabilities:
Increase in receivables, net		(10.4)		(6.7)
Decrease (increase) in inventories		15.5		(6.1)
Other changes in operating assets and liabilities, net of held for sale assets and liabilities:						Other changes in operating assets and liabilities, net of held for sale assets and liabilities:
Decrease (increase) in receivables, net						Decrease (increase) in receivables, net	27.9		(10.4)
(Increase) decrease in inventories						(Increase) decrease in inventories	(38.0)		15.5
Increase in prepaid expenses and other current assets	Increase in prepaid expenses and other current assets	(17.2)		(20.0)		Increase in prepaid expenses and other current assets	(7.4)		(17.2)
(Increase) decrease in other assets		(8.3)		2.6
Decrease (increase) in other assets						Decrease (increase) in other assets	6.3		(8.3)
Decrease in accounts payable and other current liabilities	Decrease in accounts payable and other current liabilities	(48.0)		(41.3)		Decrease in accounts payable and other current liabilities	(19.1)		(48.0)
Increase in non-current liabilities	Increase in non-current liabilities	11.3		2.0		Increase in non-current liabilities	3.4		11.3
Net Cash Provided by Operating Activities	Net Cash Provided by Operating Activities	114.5		108.4		Net Cash Provided by Operating Activities	106.1		114.5

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	1.0		0		Business acquisitions, net of cash acquired	(0.1)		1.0
Additions to property	Additions to property	(53.9)		(77.3)		Additions to property	(57.9)		(53.9)

Proceeds from sale of property and assets held for sale	Proceeds from sale of property and assets held for sale	16.4		0.1		Proceeds from sale of property and assets held for sale	14.4		16.4
Proceeds from sale of business						Proceeds from sale of business	50.1		—

Purchases of equity securities						Purchases of equity securities	—		(5.0)

Investments in partnerships						Investments in partnerships	(3.3)		—

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

Net Cash Used in Investing Activities		(41.5)		(75.8)
Net Cash Provided by (Used in) Investing Activities						Net Cash Provided by (Used in) Investing Activities	3.2		(41.5)

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	20.0		2,031.0		Proceeds from issuance of long-term debt	500.0		20.0

Repayments of long-term debt	Repayments of long-term debt	(37.5)		(2,574.5)		Repayments of long-term debt	(90.1)		(37.5)
Premium from issuance of long-term debt						Premium from issuance of long-term debt	17.5		—

Payments to appraisal rights holders		0		(3.8)
Purchases of treasury stock	Purchases of treasury stock	(165.3)		(231.8)		Purchases of treasury stock	(159.0)		(165.3)
Subsidiary shares repurchased by subsidiary						Subsidiary shares repurchased by subsidiary	(18.1)		—

Proceeds from initial public offering		0		524.4

Payments of debt issuance costs and deferred financing fees	Payments of debt issuance costs and deferred financing fees	(0.1)		(28.2)		Payments of debt issuance costs and deferred financing fees	(3.6)		(0.1)
Refund of debt issuance costs		0		15.3

Cash received from share repurchase contracts	Cash received from share repurchase contracts	47.5		0		Cash received from share repurchase contracts	—		47.5
Other, net	Other, net	(19.1)		(7.3)		Other, net	(19.3)		(19.1)
Net Cash Used in Financing Activities		(154.5)		(274.9)
Net Cash Provided by (Used in) Financing Activities						Net Cash Provided by (Used in) Financing Activities	227.4		(154.5)
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash	Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash	6.6		2.9		Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash	(0.8)		6.6
Net Decrease in Cash, Cash Equivalents and Restricted Cash		(74.9)		(239.4)
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash						Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash	335.9		(74.9)
Cash, Cash Equivalents and Restricted Cash, Beginning of Year	Cash, Cash Equivalents and Restricted Cash, Beginning of Year	1,193.4		1,054.5		Cash, Cash Equivalents and Restricted Cash, Beginning of Year	824.2		1,193.4
Cash, Cash Equivalents and Restricted Cash, End of Period	Cash, Cash Equivalents and Restricted Cash, End of Period	$	1,118.5	$	815.1	Cash, Cash Equivalents and Restricted Cash, End of Period	$	1,160.1	$	1,118.5

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 December 31,							As Of and For The Three Months Ended December 31,
				2020		2019				2021		2020

Common Stock	Common Stock							Common Stock
Beginning and end of period	Beginning and end of period			$	0.8	$	0.8	Beginning and end of period		$	0.9	$	0.8

Additional Paid-in Capital	Additional Paid-in Capital							Additional Paid-in Capital
Beginning of period	Beginning of period			4,182.9		3,734.8		Beginning of period		4,253.5		4,182.9

Activity under stock and deferred compensation plans	Activity under stock and deferred compensation plans			(17.0)		(7.3)		Activity under stock and deferred compensation plans		(17.7)		(17.0)
Non-cash stock-based compensation expense	Non-cash stock-based compensation expense			12.8		11.1		Non-cash stock-based compensation expense		11.9		12.8
Cash received from share repurchase contracts	Cash received from share repurchase contracts			47.5		0		Cash received from share repurchase contracts		—		47.5
Initial public offering, net of tax				0		457.0

End of period	End of period			4,226.2		4,195.6		End of period		4,247.7		4,226.2
Retained Earnings	Retained Earnings							Retained Earnings
Beginning of period	Beginning of period			208.6		207.8		Beginning of period		347.3		208.6
Net earnings				81.2		99.2
Net (loss) earnings								Net (loss) earnings		(20.8)		81.2

Post Holdings Partnering Corporation deemed dividend								Post Holdings Partnering Corporation deemed dividend		0.1		—
End of period	End of period			289.8		307.0		End of period		326.6		289.8
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			(4.3)		26.6		Beginning of period		(10.9)		(4.3)
Net change in retirement benefits, net of tax	Net change in retirement benefits, net of tax			(0.1)		(0.4)		Net change in retirement benefits, net of tax		(0.4)		(0.1)
End of period	End of period			(4.4)		26.2		End of period		(11.3)		(4.4)
Hedging Adjustments, net of tax	Hedging Adjustments, net of tax							Hedging Adjustments, net of tax
Beginning of period	Beginning of period			70.3		44.5		Beginning of period		71.4		70.3
Net change in hedges, net of tax	Net change in hedges, net of tax			0.3		(19.4)		Net change in hedges, net of tax		0.4		0.3
End of period	End of period			70.6		25.1		End of period		71.8		70.6
Foreign Currency Translation Adjustments	Foreign Currency Translation Adjustments							Foreign Currency Translation Adjustments
Beginning of period	Beginning of period			(95.3)		(167.9)		Beginning of period		(17.6)		(95.3)
Foreign currency translation adjustments	Foreign currency translation adjustments			101.4		114.8		Foreign currency translation adjustments		5.2		101.4
End of period	End of period			6.1		(53.1)		End of period		(12.4)		6.1
Treasury Stock	Treasury Stock							Treasury Stock
Beginning of period	Beginning of period			(1,508.5)		(920.7)		Beginning of period		(1,902.2)		(1,508.5)
Purchases of treasury stock	Purchases of treasury stock			(159.9)		(223.1)		Purchases of treasury stock		(155.0)		(159.9)
End of period	End of period			(1,668.4)		(1,143.8)		End of period		(2,057.2)		(1,668.4)
Total Shareholders’ Equity Excluding Noncontrolling Interests	Total Shareholders’ Equity Excluding Noncontrolling Interests			2,920.7		3,357.8		Total Shareholders’ Equity Excluding Noncontrolling Interests		2,566.1		2,920.7
Noncontrolling Interests	Noncontrolling Interests							Noncontrolling Interests
Beginning of period	Beginning of period			(25.5)		11.4		Beginning of period		11.8		(25.5)
Initial public offering				0		(66.3)

Net earnings attributable to noncontrolling interests	Net earnings attributable to noncontrolling interests			9.8		7.9		Net earnings attributable to noncontrolling interests		11.5		9.8
Purchases of treasury stock								Purchases of treasury stock		(18.1)		—
Activity under stock and deferred compensation plans	Activity under stock and deferred compensation plans			(0.9)		0		Activity under stock and deferred compensation plans		(1.0)		(0.9)
Distribution to noncontrolling interest	Distribution to noncontrolling interest			(1.0)		0		Distribution to noncontrolling interest		—		(1.0)
Non-cash stock-based compensation expense	Non-cash stock-based compensation expense			1.1		0.3		Non-cash stock-based compensation expense		1.5		1.1
Net change in hedges, net of tax	Net change in hedges, net of tax			0.1		0.2		Net change in hedges, net of tax		0.1		0.1
Foreign currency translation adjustments	Foreign currency translation adjustments			0.2		0.3		Foreign currency translation adjustments		(0.3)		0.2
End of period	End of period			(16.2)		(46.2)		End of period		5.5		(16.2)
Total Shareholders’ Equity	Total Shareholders’ Equity			$	2,904.5	$	3,311.6	Total Shareholders’ Equity		$	2,571.6	$	2,904.5

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 (the “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,~~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, ~~2020.~~2021. 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, ~~2020,~~2021, filed with the SEC on November ~~20, 2020.~~19, 2021.

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

NOTE 2 — RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS

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

Recently ~~Issued~~Adopted

In ~~March 2020,~~October 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” This ASU requires a company to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASU No. 2014-19, “Revenue from Contracts with Customers (Topic 606)” as if it had originated the contracts. The Company early adopted this ASU on October 1, 2021 on a prospective basis, as permitted by the ASU. The adoption of this ASU had no impact on the Company’s consolidated financial statements and related disclosures.

In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which simplifies the accounting for convertible instruments by removing major separation models required under current GAAP. This ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company early adopted this ASU on October 1, 2021, using the modified retrospective approach. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements and related disclosures.

In March 2020 and January 2021, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial ~~Reporting.~~Reporting” and ASU No. 2021-01, “Reference Rate Reform (Topic 848): Scope,” ~~This ASU~~respectively (collectively, “Topic 848”). Topic 848 provides optional expedients and exceptions for applying GAAP to 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~~Topic 848 are effective for all entities as of March 12, 2020 the date this ASU was issued. An entity may elect to apply the amendments for contract modifications provided by this ASU as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020. Once elected, this ASU must be applied prospectively for all eligible contract modifications. The Company is currently evaluating the impact of this ASU as it relates to its debt and hedging relationships.

~~Recently Adopted~~

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This ASU provides guidance on the measurement of credit losses for most financial assets and certain other instruments. This ASU replaced the prior incurred loss impairment approach with a methodology to reflect expected credit losses and requires consideration of a broader range of reasonable and supportable information to explain credit loss estimates.through December 31, 2022. The Company adopted ~~this ASU~~Topic 848 on October 1, ~~2020. In conjunction with the adoption of this ASU, the Company updated its methodology for calculating its allowance for doubtful accounts.~~2021. The adoption of ~~this ASU~~Topic 848 did not have and is not expected to have a material impact on the Company’s consolidated financial statements and related ~~disclosures.~~disclosures.

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

Post Holdings Partnering Corporation

On May 28, 2021, the 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 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, $0.0001 par value 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, a wholly owned subsidiary of the Company (“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”) under the ticker symbol “PSPC.U” on May 26, 2021. As of July 16, 2021, holders of the PHPC Units could 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 ticker 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 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 PHPC Private Placement Units, generating proceeds to PHPC of $10.9 (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, the Company, through PHPC Sponsor’s ownership of 8.6 shares of Series F common stock of PHPC, $0.0001 par value per share, has certain governance rights in PHPC relating to the election of PHPC directors and voting rights on amendments to PHPC’s certificate of incorporation.

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 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, $0.0001 par value 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.

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 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 $10.00per PHPC Unit, is required by the underwriting agreement to be maintained in the trust account. These proceeds will be invested only in U.S. treasury securities. In connection with the trust account, the Company reported

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“Investments held in trust” of $345.0 on the Condensed Consolidated Balance Sheets at both December 31, 2021 and September 30, 2021.

The public stockholders’ ownership of PHPC equity represents a noncontrolling interest (“NCI”) to the Company, which is classified outside of 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 the greater of (i) the initial carrying amount, increased or decreased for the 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 taxes. As of both December 31, 2021 and September 30, 2021, the carrying amount of the redeemable NCI was recorded at its redemption value of $305.0. Remeasurements to the redemption value of the redeemable NCI are recognized as a deemed dividend and are recorded to “Retained earnings” on the Condensed Consolidated Balance Sheets.

In connection with the PHPC IPO, PHPC incurred offering costs of $17.9, of which $10.7 were deferred underwriting commissions that will become payable to the underwriters solely in the event that PHPC completes a partnering transaction and were included in “Other liabilities” on the Condensed Consolidated Balance Sheet at both December 31, 2021 and September 30, 2021.

As of both December 31, 2021 and September 30, 2021, the Company beneficially owned 31.0% of the 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 redeemable NCI. All transactions between PHPC and PHPC Sponsor, as well as related financial statement impacts, eliminate in consolidation.

The following table summarizes the effects of changes in ownership of PHPC on the Company’s equity for the three months ended December 31, 2021.







Net earnings attributable to redeemable NCI	0.1

PHPC deemed dividend	$	0.1

The following table summarizes the changes to the Company’s redeemable NCI as of and for the three months ended December 31, 2021.




Beginning of period	$	305.0

Net earnings attributable to redeemable NCI	0.1
PHPC deemed dividend	(0.1)
End of period	$	305.0

BellRing

On October 21, 2019, BellRing Brands, Inc. (“BellRing”), a subsidiary of the Company, closed its initial public offering (the ~~“IPO”~~“BellRing IPO”) of 39.4 shares of its Class A common stock, $0.01 par value per share (the ~~“Class~~“BellRing Class A Common Stock”). ~~BellRing received net proceeds from the 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 ~~whose~~with the BellRing Class A Common Stock isbeing traded on the ~~New York Stock Exchange~~NYSE under the ticker symbol “BRBR” and the holding company of BellRing Brands, LLC, a Delaware limited liability company (“BellRing LLC”), owning 28.8% of BellRing 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 ~~“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 Post or its 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, 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 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.

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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 December 31, ~~2020~~2021 and September 30, ~~2020,~~2021, the Company (other than BellRing and its subsidiaries) owned 71.5% and 71.2%, respectively, 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 28.5% and 28.8%, respectively, 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 ~~noncontrolling~~NCI.

In October 2021, Post entered into a Transaction Agreement and Plan of Merger (the “Transaction Agreement”) providing for the distribution of a significant portion of its ownership interest ~~(“NCI”).~~

~~The following table summarizes~~in BellRing to Post’s shareholders. Pursuant to the ~~effects of changes in ownership~~Transaction Agreement, Post will contribute its share of BellRing onClass B Common Stock, all of its BellRing Brands, LLC units and cash to BellRing Distribution, LLC, a newly-formed wholly-owned subsidiary of Post (“New BellRing”), in exchange for all of the ~~Company’s equity:~~

Three Months Ended
December 31,
2020 2019
Increase in additional paid-in capital related to net proceeds from IPO $ 0 $ 524.4
Increase in additional paid-in capital related to establishment of noncontrolling interest 0 66.3
Decrease in additional paid-in capital related to tax effects of IPO 0 (133.7)
Net transfers from noncontrolling interest $ 0 $ 457.0
then-outstanding equity of New BellRing and New BellRing indebtedness (the “BellRing Separation”). New BellRing will convert into a Delaware corporation, and Post will then distribute at least 80.1% of its shares of New BellRing common stock to Post shareholders in a pro-rata distribution. Upon completion of the distribution of New BellRing common stock to Post shareholders (the “BellRing Distribution”), BellRing Merger Sub Corporation, a wholly-owned subsidiary of New BellRing, will merge with and into BellRing (the “BellRing Merger”), with BellRing as the surviving corporation and a wholly-owned subsidiary of New BellRing. Pursuant to the BellRing Merger, each outstanding share of BellRing Class A Common Stock will be converted into one share of New BellRing common stock plus a to-be-determined amount of cash per share. The exact amount of cash consideration will be determined in accordance with the Transaction Agreement based upon several factors, including the amount of New BellRing indebtedness to be issued. Immediately following the BellRing Distribution and the BellRing Merger, it is expected that Post will own approximately 14.2% of the New BellRing common stock and Post shareholders will own approximately 57.3% of the New BellRing common stock. Legacy holders of BellRing Class A Common Stock will own approximately 28.5% of the New BellRing common stock, maintaining their current effective ownership in the BellRing business. Post expects to use the New BellRing indebtedness and shares of New BellRing common stock to repay creditors of Post. The Company incurred separation-related expenses of $4.4 during the three months ended December 31, 2021. 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. Completion of the BellRing Separation, the BellRing Distribution and the BellRing Merger is anticipated to occur in the first calendar quarter of 2022, the second quarter of fiscal 2022, subject to certain customary closing conditions, although there can be no assurance that these transactions will occur within the expected timeframe or at all. As of December 31, 2021, the BellRing Separation, the BellRing Distribution and the BellRing Merger had not yet been completed.

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 ~~Accounting Standards Codification (“ASC”)~~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 December 31,								Three Months Ended December 31,
			2020			2019					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		$	(10.2)		$	(8.7)		8th Avenue’s net loss available to 8th Avenue’s common shareholders		$	(27.7)		$	(10.2)
			60.5		%	60.5		%			60.5		%	60.5		%
Equity method loss available to Post	Equity method loss available to Post		$	(6.2)		$	(5.3)		Equity method loss available to Post		$	(16.8)		$	(6.2)
Less: Amortization of basis difference, net of tax (a)	Less: Amortization of basis difference, net of tax (a)		1.7			1.7			Less: Amortization of basis difference, net of tax (a)		1.7			1.7
Equity method loss, net of tax	Equity method loss, net of tax		$	(7.9)		$	(7.0)		Equity method loss, net of tax		$	(18.5)		$	(7.9)

(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 property, plant and equipment and other intangible assets is being amortized over the ~~weighted average~~weighted-average useful lives of the assets. At December 31, ~~2020~~2021 and September 30, ~~2020,~~2021, the remaining basis difference to be amortized was ~~$52.9~~$46.1 and ~~$54.6,~~$47.8, respectively.

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


		Three Months Ended December 31,						Three Months Ended December 31,
			2020		2019				2021		2020
Net sales	Net sales		$	229.0	$	218.4	Net sales		$	259.6	$	229.0
Gross profit	Gross profit		$	35.4	$	38.4	Gross profit		$	28.0	$	35.4

Net loss			$	(1.4)	$	(0.9)
Net (loss) earnings							Net (loss) earnings		$	(18.0)	$	(1.4)
Less: Preferred stock dividend	Less: Preferred stock dividend		8.8		7.8		Less: Preferred stock dividend		9.7		8.8
Net Loss Available to 8th Avenue Common Shareholders	Net Loss Available to 8th Avenue Common Shareholders		$	(10.2)	$	(8.7)	Net Loss Available to 8th Avenue Common Shareholders		$	(27.7)	$	(10.2)

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 ~~$0.8~~$1.0 and ~~$1.0~~$0.8 during the three months ended December 31, ~~2020~~2021 and ~~2019,~~2020, respectively, which were recorded in “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Operations.

During the three months ended December 31, ~~2020~~2021 and ~~2019,~~2020, the Company had net sales to 8th Avenue of ~~$2.0~~$1.4 and ~~$1.6,~~$2.0, respectively, and purchases from and royalties paid to 8th Avenue of ~~$2.2~~$29.5 and ~~$2.8,~~$2.2, respectively. Sales and purchases between the Company and 8th Avenue were all made at arm’s-length. The investment in 8th Avenue was ~~$102.2~~$48.1 and ~~$110.1~~$66.6 at December 31, ~~2020~~2021 and September 30, ~~2020,~~2021, respectively, and was included in “Equity method investments” on the Condensed Consolidated Balance Sheets. The Company had current receivables, current payables and a long-term liability with 8th Avenue of ~~$4.6, $0.6~~$4.4, $1.4 and $0.7, respectively, at December 31, ~~2020~~2021 and current receivables, current payables and a long-term liability of ~~$3.2, $0.6~~$4.6, $1.2 and $0.7, respectively, at September 30, ~~2020.~~2021. 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 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),~~loss, net of tax, attributable to Alpen was 0$0.1 and ~~$(0.3)~~zero for the three months ended December 31, ~~2020~~2021 and ~~2019,~~2020, respectively, and was included in “Equity method loss, net of tax” in the Condensed Consolidated Statements of Operations. The investment in Alpen was ~~$4.6~~$3.8 and ~~$4.0~~$4.1 at December 31, ~~2020~~2021 and September 30, ~~2020,~~2021, respectively, and was included in “Equity method investments” on the Condensed Consolidated Balance Sheets. The Company had a note receivable balance with Alpen of $0.5 at both December 31, ~~2020~~2021 and September 30, ~~2020,~~2021, 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

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Company’s financial statements and its assets and results from operations are reported in the Weetabix segment (see Note ~~19)~~18). 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 ~~July~~June 1, ~~2020,~~2021, the Company completed its acquisition of ~~Henningsen~~the private label RTE cereal business from TreeHouse Foods, Inc. ~~(“Henningsen”~~(the “PL RTE Cereal Business”) ~~from a subsidiary of Kewpie Corporation~~ for ~~$20.0,~~$85.0, subject to ~~working capital~~inventory and other adjustments, resulting in a payment at closing of ~~$22.7.~~$88.0. The acquisition was completed using cash on hand. ~~Henningsen is a producer of egg and meat products and~~The PL RTE Cereal Business is reported in the ~~Foodservice~~Post Consumer Brands segment (see Note ~~19)~~18). Based ~~upon~~on the ~~preliminary~~ purchase price allocation at September 30, ~~2020,~~2021, the Company identified and recorded ~~$32.6~~$99.5 of net assets, ~~including cash of $2.8,~~ which exceeded the purchase price paid for ~~Henningsen.~~the PL RTE Cereal Business. As a result, the Company recorded a gain of ~~$11.7,~~$11.5, which was reported as other operating income in the consolidated statement of operations for the year ended September 30, ~~2020.~~2021.

On May 27, 2021, the Company completed its acquisition of the Egg Beaters liquid egg brand (“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 18).

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 18). At both December 31, 2021 and September 30, ~~2020,~~2021, the Company had recorded an estimated working capital ~~settlement~~ receivable of ~~$1.8,~~$3.0, which was included in “Receivables, net” on the Condensed Consolidated Balance Sheet. ~~In the three months ended December 31, 2020,~~

On January 25, 2021, the Company ~~recorded measurement period~~completed its acquisition of the Peter Pan nut butter brand (“Peter Pan”) from Conagra Brands, Inc. for $102.0, subject to working capital and other adjustments, ~~related to inventory~~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 ~~deferred income taxes of $1.5 and~~is reported in the Post Consumer Brands segment (see Note 18). 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 ~~$1.0. As~~$2.0.

Preliminary values of the Almark acquisition are not yet finalized pending the final purchase price allocation and is subject to change once additional information is obtained.

Unaudited Pro Forma Information

The following unaudited pro forma information presents a ~~result~~summary of ~~these adjustments,~~the results of operations of the Company ~~recorded a loss~~combined with the results of ~~$2.3, which was included in “Other~~the 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 ~~(income) expenses, net” in the Condensed Consolidated Statement~~results. Pro forma adjustments did not affect results of ~~Operations~~operations for the three months ended December 31, ~~2020.~~2021.

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~~NOTE 5 — RESTRUCTURING~~

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

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

Three Months Ended
December 31,

2020

~~Balance, September 30, 2020~~

0 Pro forma net sales

1,554.2

~~Charge~~Pro forma net earnings available to ~~expense~~

~~4.5~~ common shareholders

80.6

~~Cash payments~~

~~(0.4)~~Pro forma basic earnings per common share

1.23

~~Non-cash charges~~

0 Pro forma diluted earnings per common share

~~Balance, December 31, 2020~~

~~4.1~~1.21

~~Total expected restructuring charges~~

~~4.7~~

~~Cumulative restructuring charges incurred to date~~

~~4.5~~

~~Remaining expected restructuring charges~~

~~0.2~~

~~No restructuring charges were incurred related~~

NOTE 5 — DIVESTITURE AND AMOUNTS HELD FOR SALE

Divestiture

On December 1, 2021, the Company sold the Willamette Egg Farms business (the “WEF Transaction”), which included $62.8 of assets, resulting in total proceeds of $56.1. Of the $56.1, the Company had $6.0 in escrow, subject to certain contingencies, which was included in “Receivables, net” on the ~~BellRing Restructuring~~Condensed Consolidated Balance Sheet at December 31, 2021. As a result, during the three months ended December 31, ~~2019. Restructuring charges were included in “Selling, general and administrative expenses”~~2021, the Company recorded a loss on sale of business of $6.7, which was reported as “Other operating income, net” in the Condensed Consolidated Statement of Operations. ~~These expenses are included~~As of December 31, 2021, Willamette Egg Farms was no longer consolidated in the ~~measure of segment performance for BellRing Brands (see Note 19).~~Company’s financial statements. Prior to the WEF Transaction, operating results were previously reported in the Refrigerated Retail segment.

~~NOTE 6 — AMOUNTS HELD FOR SALE~~Amounts Held For Sale

The Company had ~~a Post Consumer Brands RTE cereal manufacturing plant~~certain Foodservice production equipment in ~~Clinton, Massachusetts~~Klingerstown, Pennsylvania (the ~~“Clinton Plant”~~“Klingerstown Equipment”) ~~with a book value of $1.4 and $3.4~~ classified as held for sale at December 31, 2020 and September 30, 2020, respectively. Additionally, at September 30, 2020, the Company had land and a building with a combined book value of $1.4 classified as held for sale at its Post Consumer Brands RTE cereal manufacturing facility in Asheboro, North Carolina (the “Asheboro Facility”) and land and a building with a combined book value of $2.5 classified as held for sale at one of its Weetabix manufacturing facilities, in Corby, United Kingdom (the “Corby Facility”).sale. The Company sold ~~a portion of~~ the ~~Clinton Plant, the Asheboro Facility and the Corby Facility~~Klingerstown Equipment in November ~~2020. These~~2021. In the three months ended December 31, 2021, a gain on assets held for sale ~~were reported as “Prepaid expenses~~of $9.8 was recorded related to the sale of the Klingerstown Equipment. The Company received total proceeds of $10.3, which was included in “Proceeds from sale of property and ~~other current assets”~~assets held for sale” on the Condensed Consolidated ~~Balance Sheets.~~

Statement of Cash Flows for the three months ended December 31, 2021. In the three months ended December 31, 2020, a net gain on assets held for sale of $0.6 was recorded consisting of ~~(i)~~ a gain of $0.7 related to the sale of ~~the~~a Weetabix manufacturing facility in Corby, ~~Facility~~United Kingdom in November 2020 and ~~(ii)~~ a loss of $0.1 related to the sale of land and a building at the Post Consumer Brands RTE cereal manufacturing facility in Asheboro, ~~Facility. This~~North Carolina in November 2020. These held for sale ~~net gain was~~gains and losses were included in “Other operating ~~(income) expenses,~~income, net” in the Condensed Consolidated ~~Statement~~Statements of Operations for the three months ended December 31, 2021 and 2020. ~~There were no held~~

NOTE 6 — INCOME TAXES

The effective income tax rate was (161.1)% and 19.0% for ~~sale gains or losses recorded in~~ the three months ended December 31, ~~2019.~~2021 and 2020, respectively. In accordance with ASC Topic 740, “Income Taxes,” the Company records income tax (benefit) expense for interim periods using the estimated annual effective income tax rate for the full fiscal year adjusted for the impact of discrete items occurring during the interim periods.

In the three months ended December 31, 2021, the effective income tax rate differed significantly from the statutory rate primarily as a result of $4.6 of discrete tax benefit items related to the Company’s equity method loss attributable to 8th Avenue and $2.2 of discrete tax benefit items related to excess tax benefits for share-based payments. For additional information on the 8th Avenue equity method loss, refer to Note 3.

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NOTE 7 — (LOSS) EARNINGS PER SHARE

Basic (loss) earnings per share is based on the average number of shares of common ~~shares~~stock outstanding during the period. Diluted (loss) earnings per share is based on the average number of shares used for the basic (loss) earnings per share calculation, adjusted for the dilutive effect of stock options, stock appreciation rights and restricted stock units using the “treasury stock” method. Remeasurements to the redemption value of the 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 an adjustment to income available to common shareholders for basic and diluted (loss) earnings per share. In addition, “Net (loss) earnings for diluted (loss) earnings per share” in the table below has been adjusted for the Company’s share of BellRing’s consolidated net earnings for diluted earnings 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 per share.


		Three Months Ended December 31,						Three Months Ended December 31,
			2020		2019				2021		2020
Net earnings for basic earnings per share			$	81.2	$	99.2
Net (Loss) Earnings							Net (Loss) Earnings		$	(20.8)	$	81.2
Impact of redeemable NCI							Impact of redeemable NCI		4.9		—
Net (loss) earnings for basic (loss) earnings per share							Net (loss) earnings for basic (loss) earnings per share		$	(15.9)	$	81.2
Dilutive impact of BellRing net earnings	Dilutive impact of BellRing net earnings		0		0		Dilutive impact of BellRing net earnings		—		—

Net earnings for diluted earnings per share			$	81.2	$	99.2
Net (loss) earnings for diluted (loss) earnings per share							Net (loss) earnings for diluted (loss) earnings per share		$	(15.9)	$	81.2

Weighted-average shares for basic earnings per share			65.7		70.7
Weighted-average shares for basic (loss) earnings per share							Weighted-average shares for basic (loss) earnings per share		62.5		65.7
Effect of dilutive securities:	Effect of dilutive securities:						Effect of dilutive securities:
Stock options	Stock options		0.6		0.7		Stock options		—		0.6
Stock appreciation rights	Stock appreciation rights		0.1		0.1		Stock appreciation rights		—		0.1
Restricted stock units	Restricted stock units		0.4		0.5		Restricted stock units		—		0.4
Performance-based restricted stock units	Performance-based restricted stock units		0.1		0.1		Performance-based restricted stock units		—		0.1

Total dilutive securities	Total dilutive securities		1.2		1.4		Total dilutive securities		—		1.2
Weighted-average shares for diluted earnings per share			66.9		72.1
Weighted-average shares for diluted (loss) earnings per share							Weighted-average shares for diluted (loss) earnings per share		62.5		66.9

Basic earnings per common share			$	1.24	$	1.40
Diluted earnings per common share			$	1.21	$	1.38
Basic (loss) earnings per common share							Basic (loss) earnings per common share		$	(0.25)	$	1.24
Diluted (loss) earnings per common share							Diluted (loss) earnings per common share		$	(0.25)	$	1.21

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


		Three Months Ended December 31,				Three Months Ended December 31,
			2020	2019			2021	2020
Stock options	Stock options		0.2	0.1	Stock options		0.8	0.2

Stock appreciation rights					Stock appreciation rights		0.1	—
Restricted stock units	Restricted stock units		0.1	0.1	Restricted stock units		0.8	0.1
Performance-based restricted stock units	Performance-based restricted stock units		0.2	0.1	Performance-based restricted stock units		0.1	0.2

NOTE 8 — INVENTORIES


		December 31, 2020		September 30, 2020			December 31, 2021		September 30, 2021
Raw materials and supplies	Raw materials and supplies	$	114.2	$	118.1	Raw materials and supplies	$	139.3	$	133.6
Work in process	Work in process	19.6		17.8		Work in process	19.3		19.3
Finished products	Finished products	418.2		429.4		Finished products	431.5		402.5
Flocks	Flocks	32.4		34.1		Flocks	31.5		39.1
		$	584.4	$	599.4		$	621.6	$	594.5

NOTE 9 — PROPERTY, NET


		December 31, 2020		September 30, 2020			December 31, 2021		September 30, 2021
Property, at cost	Property, at cost	$	3,021.0	$	2,979.2	Property, at cost	$	3,186.3	$	3,239.5
Accumulated depreciation	Accumulated depreciation	(1,245.0)		(1,199.5)		Accumulated depreciation	(1,417.3)		(1,400.1)
		$	1,776.0	$	1,779.7		$	1,769.0	$	1,839.4

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NOTE 10 — GOODWILL

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


		Post Consumer Brands		Weetabix		Foodservice		Refrigerated Retail		BellRing Brands		Total			Post Consumer Brands		Weetabix		Foodservice		Refrigerated Retail		BellRing Brands		Total
Balance, September 30, 2020
Balance, September 30, 2021														Balance, September 30, 2021
Goodwill (gross)	Goodwill (gross)	$	2,011.8	$	889.5	$	1,335.6	$	793.6	$	180.7	$	5,211.2	Goodwill (gross)	$	2,067.1	$	929.4	$	1,355.0	$	807.9	$	180.7	$	5,340.1
Accumulated impairment losses	Accumulated impairment losses	(609.1)		0		0		(48.7)		(114.8)		(772.6)		Accumulated impairment losses	(609.1)		—		—		(48.7)		(114.8)		(772.6)
Goodwill (net)	Goodwill (net)	$	1,402.7	$	889.5	$	1,335.6	$	744.9	$	65.9	$	4,438.6	Goodwill (net)	$	1,458.0	$	929.4	$	1,355.0	$	759.2	$	65.9	$	4,567.5

Sale of business (a)														Sale of business (a)	—		—		—		(4.2)		—		(4.2)

Currency translation adjustment	Currency translation adjustment	0.2		53.2		0		0		0		53.4		Currency translation adjustment	—		3.4		—		—		—		3.4
Balance, December 31, 2020
Balance, December 31, 2021														Balance, December 31, 2021
Goodwill (gross)	Goodwill (gross)	$	2,012.0	$	942.7	$	1,335.6	$	793.6	$	180.7	$	5,264.6	Goodwill (gross)	$	2,067.1	$	932.8	$	1,355.0	$	803.7	$	180.7	$	5,339.3
Accumulated impairment losses	Accumulated impairment losses	(609.1)		0		0		(48.7)		(114.8)		(772.6)		Accumulated impairment losses	(609.1)		—		—		(48.7)		(114.8)		(772.6)
Goodwill (net)	Goodwill (net)	$	1,402.9	$	942.7	$	1,335.6	$	744.9	$	65.9	$	4,492.0	Goodwill (net)	$	1,458.0	$	932.8	$	1,355.0	$	755.0	$	65.9	$	4,566.7

(a)In December 2021, the Company completed the WEF Transaction. For additional information, see Note 5.

NOTE 11 — INTANGIBLE ASSETS, NET

Total intangible assets are as follows:


		December 31, 2020						September 30, 2020							December 31, 2021						September 30, 2021
		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	$	2,315.1	$	(713.7)	$	1,601.4	$	2,304.8	$	(681.9)	$	1,622.9	Customer relationships	$	2,329.6	$	(818.3)	$	1,511.3	$	2,341.7	$	(791.7)	$	1,550.0
Trademarks and brands	Trademarks and brands	796.8		(277.8)		519.0		795.0		(266.9)		528.1		Trademarks and brands	840.6		(314.1)		526.5		843.0		(303.8)		539.2
Other intangible assets	Other intangible assets	3.1		(3.1)		0		3.1		(3.1)		0		Other intangible assets	3.1		(3.1)		—		3.1		(3.1)		—
		3,115.0		(994.6)		2,120.4		3,102.9		(951.9)		2,151.0			3,173.3		(1,135.5)		2,037.8		3,187.8		(1,098.6)		2,089.2
Not subject to amortization:	Not subject to amortization:													Not subject to amortization:
Trademarks and brands	Trademarks and brands	1,062.1		—		1,062.1		1,046.5		—		1,046.5		Trademarks and brands	1,059.4		—		1,059.4		1,058.3		—		1,058.3
		$	4,177.1	$	(994.6)	$	3,182.5	$	4,149.4	$	(951.9)	$	3,197.5		$	4,232.7	$	(1,135.5)	$	3,097.2	$	4,246.1	$	(1,098.6)	$	3,147.5

In December ~~2020, BellRing finalized its plan~~2021, the Company completed the WEF Transaction. As a result, the Company recorded a write-off of $8.8 and $1.7 relating 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 expects to continue to sell existing~~ ~~Supreme Protein~~ ~~product inventory. The~~ net ~~carrying values of the customer relationships~~ and trademarks, ~~associated with~~net, respectively. For additional information on the ~~Supreme Protein~~ ~~brand were $18.7 and $11.8 as of December 31, 2020, respectively, which are expected to be fully amortized by June 1, 2021 as a result of their updated useful lives.~~WEF Transaction, see Note 5.

NOTE 12 — 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~~floating rate debt and foreign currency exchange rate risks. The Company utilizes derivative financial instruments, including (but not limited to) futures contracts, option contracts, forward contracts and swaps, to manage certain of these exposures by hedging when it is practical to do so. The Company does not hold or issue financial instruments for speculative or trading purposes.

At December 31, ~~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 in the next year that have the effect of hedging currency fluctuations between the Euro and the Pound ~~Sterling and the United States (“U.S.”) Dollar and the Pound~~ Sterling;

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

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

◦rate-lock interest rate swaps that require 9 lump sum settlements with the first settlement occurring in July ~~2021~~2022 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).

In fiscal 2021, the ~~first quarter of fiscal 2020, contemporaneously with the repayment~~Company restructured four of its ~~term loan, the Company changed the designation of one of its~~rate-lock interest rate swap contracts, ~~from a~~which contain non-cash, off-market financing elements. There were no cash ~~flow hedge to a non-designated hedging instrument. In~~settlements paid or received in connection with the de-designation, the Company reclassified losses previously recorded in accumulated other comprehensive income (“OCI”) of $7.2 to “Interest expense, net” in the Condensed Consolidated Statement of Operations for the three months ended December 31, 2019.these restructurings.

~~As of April 1,~~During fiscal 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 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~~are also be included in “Interest expense, net” in the Condensed Consolidated Statements of Operations. At December 31, ~~2020~~2021 and September 30, ~~2020,~~2021, the remaining net loss before taxes to be amortized was ~~$8.9~~$6.6 and ~~$9.4,~~$7.1, respectively.

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

December 31,
2020 September 30, 2020
Commodity contracts $ 36.9 $ 24.7
Energy contracts 76.0 87.1
Foreign exchange contracts - Forward contracts 39.0 28.9
Interest rate swaps 621.3 621.7
Interest rate swaps - Rate-lock swaps 1,666.0 1,666.0
Interest rate swaps - Options 433.3 433.3

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	December 31, 2021		September 30, 2021

Commodity contracts	$	50.5	$	59.8
Energy contracts	43.3		45.9
Foreign exchange contracts - Forward contracts	5.1		—
Interest rate swaps	550.0		550.0
Interest rate swaps - Rate-lock swaps	1,549.3		1,549.3

PHPC Warrants	16.9		16.9

The following table presents the balance sheet location and fair value of the Company’s derivative instruments. The Company does not offset derivative assets and liabilities within the Condensed Consolidated Balance Sheets.


		Balance Sheet Location	December 31, 2020		September 30, 2020			Balance Sheet Location	December 31, 2021		September 30, 2021
Asset Derivatives:	Asset Derivatives:						Asset Derivatives:
Commodity contracts	Commodity contracts	Prepaid expenses and other current assets	$	6.6	$	5.0	Commodity contracts	Prepaid expenses and other current assets	$	19.2	$	16.6
Energy contracts	Energy contracts	Prepaid expenses and other current assets	1.6		1.8		Energy contracts	Prepaid expenses and other current assets	13.8		20.1
Commodity contracts	Commodity contracts	Other assets	5.9		0.1		Commodity contracts	Other assets	—		2.9
Energy contracts	Energy contracts	Other assets	1.7		0.9		Energy contracts	Other assets	3.4		2.0
Foreign exchange contracts	Foreign exchange contracts	Prepaid expenses and other current assets	0		0.1		Foreign exchange contracts	Prepaid expenses and other current assets	0.1		—

Interest rate swaps		Prepaid expenses and other current assets	2.1		6.8

Interest rate swaps	Interest rate swaps	Other assets	7.7		0		Interest rate swaps	Other assets	16.4		24.2
			$	25.6	$	14.7			$	52.9	$	65.8

Liability Derivatives:	Liability Derivatives:						Liability Derivatives:
Commodity contracts	Commodity contracts	Other current liabilities	$	0.9	$	1.4	Commodity contracts	Other current liabilities	$	2.3	$	2.8
Energy contracts	Energy contracts	Other current liabilities	3.8		10.1		Energy contracts	Other current liabilities	0.5		—
Energy contracts	Energy contracts	Other liabilities	0.9		3.9		Energy contracts	Other liabilities	0.1		—
Foreign exchange contracts		Other current liabilities	1.4		0

Interest rate swaps	Interest rate swaps	Other current liabilities	164.1		176.4		Interest rate swaps	Other current liabilities	132.8		129.6
Interest rate swaps	Interest rate swaps	Other liabilities	322.3		351.3		Interest rate swaps	Other liabilities	270.6		247.9
PHPC Warrants							PHPC Warrants	Other liabilities	8.7		9.2
			$	493.4	$	543.1			$	415.0	$	389.5

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The following tables present the effects of the Company’s derivative instruments on the Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Comprehensive (Loss) Income for the three months ended December 31, ~~2020~~2021 and ~~2019.~~2020.


Derivatives Not Designated as Hedging Instruments	Derivatives Not Designated as Hedging Instruments	Statement of Operations Location		(Gain) Loss 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		$	(7.4)			$	(1.9)		Commodity contracts	Cost of goods sold	$	(8.8)	$	(7.4)
Energy contracts	Energy contracts	Cost of goods sold		(8.0)			(2.5)	Energy contracts			Cost of goods sold		2.1	(8.0)
Foreign exchange contracts	Foreign exchange contracts	Selling, general and administrative expenses		1.5			0	Foreign exchange contracts			Selling, general and administrative expenses		(0.1)	1.5

Interest rate swaps	Interest rate swaps	Interest expense, net		0.5			0	Interest rate swaps			Interest expense, net		(0.4)	0.5
Interest rate swaps	Interest rate swaps	Income on swaps, net		(41.6)			(61.4)	Interest rate swaps			Expense (income) on swaps, net		36.9	(41.6)
PHPC Warrants								PHPC Warrants			Other income, net		(0.5)	—

Derivatives Designated as Hedging Instruments (Gain) Loss Recognized in OCI including NCI Loss Reclassified from Accumulated OCI including NCI into Earnings (a) Statement of Operations Location
2020 2019 2020 2019
Interest rate swaps $ 0 $ (1.3) $ 0.5 $ 7.2 Interest expense, net
Cross-currency swaps 0 34.6 0 0 Income on swaps, net


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

Interest rate swaps		$	0.5	$	0.5		Interest expense, net

(a)For the three months ended December 31, 2021 and 2020, this amount includes the amortization of previously unrealized losses on BellRing’s interest rate swaps that were de-designated as hedging instruments as of April 1, 2020. For the three months ended December 31, 2019, this amount includes the amortization of previously unrealized losses on interest rate swaps that were de-designated as hedging instruments in the first quarter of fiscal 2020.

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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 “Income on swaps, net” in~~as well as cash settlements paid during the ~~Condensed Consolidated Statements of Operations.~~periods presented.

Three Months Ended
December 31, Statement of Operations Location Mark-to-Market (Gain), net (a) Cash Settlements Paid, Net (b) Net Loss Reclassified from Accumulated OCI including NCI (c)
Interest expense, net $ (1.2) $ 1.2 $ 0.5
Income on swaps, net (43.1) 1.5 0
2020 Total $ (44.3) $ 2.7 $ 0.5
Interest expense, net $ 0 $ 0 $ 7.2
Income on swaps, net (80.5) 19.1 0
2019 Total $ (80.5) $ 19.1 $ 7.2


Three Months Ended December 31,	Statement of Operations Location	Mark-to-Market (Gain) Loss, net		Net Loss Reclassified from Accumulated OCI including NCI (a)		Total Net Hedging (Gain) Loss		Cash Settlements Paid, Net
	Interest expense, net	$	(0.9)	$	0.5	$	(0.4)	$	1.3
	Expense (income) on swaps, net	36.9		—		36.9		1.1
2021	Total	$	36.0	$	0.5	$	36.5	$	2.4

	Interest expense, net	$	—	$	0.5	$	0.5	$	1.2
	Expense (income) on swaps, net	(41.6)		—		(41.6)		1.5
2020	Total	$	(41.6)	$	0.5	$	(41.1)	$	2.7

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

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

~~(c)~~Includes the amortization of previously unrealized losses on BellRing’s interest rate swaps ~~over the term of the related debt~~ that were de-designated as hedging instruments as ~~well as the reclassification~~ of ~~previously unrealized losses on interest rate swaps that were de-designated as hedging instruments.~~April 1, 2020.

Accumulated OCI, including amounts reported as NCI, included a ~~$90.7~~$93.0 net gain on hedging instruments before taxes ($~~68.3~~70.1 after taxes) at December 31, ~~2020,~~2021, compared to a ~~$90.2~~$92.5 net gain before taxes ($~~67.9~~69.6 after taxes) at September 30, ~~2020.~~2021. Approximately $2.3 of the net hedging losses reported in accumulated OCI at December 31, ~~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 at both December 31, ~~2020~~2021 and September 30, ~~2020. In connection with the settlements~~2021. Reclassification of ~~cross-currency swaps, the Company recognized gains in accumulated OCI of~~ ~~$1.4~~ ~~during the three months ended December 31, 2019. Reclassification of~~these amounts recorded in accumulated OCI into earnings will only occur in the event United ~~Kingdom-based~~Kingdom (the “U.K.”)-based operations are substantially liquidated.

At December 31, ~~2020~~2021 and September 30, ~~2020,~~2021, the Company had pledged collateral of ~~$0.3~~$1.6 and ~~$4.9,~~$6.4, respectively, related to its commodity and energy contracts. These amounts are classified as “Restricted cash” on the Condensed Consolidated Balance Sheets.

NOTE 13 — FAIR VALUE MEASUREMENTS

The following table ~~represents~~presents 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, “Fair Value Measurement.”

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

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	December 31, 2021						September 30, 2021
	Total		Level 1		Level 2			Total		Level 1		Level 2
Assets:
Deferred compensation investments	$	16.2	$	16.2	$	—		$	15.5	$	15.5	$	—
Derivative assets	52.9		—		52.9			65.8		—		65.8
Equity securities	33.5		33.5		—			28.9		28.9		—

	$	102.6	$	49.7	$	52.9		$	110.2	$	44.4	$	65.8
Liabilities:
Deferred compensation liabilities	$	37.5	$	—	$	37.5		$	36.0	$	—	$	36.0
Derivative liabilities	415.0		8.7		406.3			389.5		9.2		380.3
	$	452.5	$	8.7	$	443.8		$	425.5	$	9.2	$	416.3

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.

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 12 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. The fund is valued at net asset value per share (“NAV”), and as such, in accordance with ASC Topic 820, 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).

To calculate the fair value of the PHPC Warrants, the PHPC Warrants were initially valued using the Monte Carlo Option Pricing Method. The initial fair value measurement was categorized as Level 3, as the fair values utilized significant unobservable inputs. However, as of December 31, 2021 and September 30, 2021, the PHPC Warrants were valued using the market approach based on quoted prices as the PHPC Warrants became actively traded on the NYSE during the fourth quarter of fiscal 2021 and are now categorized as Level 1. For additional information on the PHPC Warrants, see Notes 3 and 12.

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 values of ~~the~~any outstanding borrowings under the municipal bond ~~and the BellRing Revolving Credit Facility (as defined in Note 16)~~ as of December 31, ~~2020~~2021 and September 30, ~~2020~~2021 approximated their carrying values. Based on current market rates, the fair value of the Company’s debt, excluding any outstanding borrowings under the municipal bond and the BellRing Revolving Credit Facility (both of which are categorized as Level 2), was ~~$7,331.5~~$7,661.8 and ~~$7,277.8~~$7,210.5 as of December 31, ~~2020~~2021 and September 30, ~~2020,~~2021, 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.

At December 31, 2020, the Company had buildings classified as held for sale related to the closure of its Clinton Plant. At September 30, 2020, the Company had land and buildings classified as assets held for sale related to the closures of the Company’s Clinton Plant, Asheboro Facility and Corby Facility. The Company sold the ~~Asheboro Facility, the Corby Facility and a portion of the Clinton Plant~~Klingerstown Equipment in ~~November 2020.~~fiscal 2022. The ~~Clinton Plant and Asheboro Facility were both reported in the Post Consumer Brands segment, and the Corby Facility~~Klingerstown Equipment was reported in the ~~Weetabix~~Foodservice segment. For additional information on assets held for sale, see Note 6.5. The fair value of assets held for sale was measured on a non-recurring basis based on the lower of ~~book~~the carrying amount or fair value ~~or third party valuations.~~less cost to sell. When applicable, the fair value is adjusted to reflect an offer to purchase the assets. In the three months ended December 31, 2020, the combined book value of the buildings related to the Clinton Plant was lower than its fair value less costs to sell; therefore, no fair value adjustment was recorded to the assets that were classified as held for sale. The fair value measurement was categorized as Level 3, as the fair ~~values utilize~~value utilizes significant unobservable inputs. The following table summarizes the Level 3 activity.

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Balance, September 30, ~~2020~~2021	$	~~7.3~~—
Transfer of assets into held for sale	0.5
Net gain related to assets held for sale	~~0.6~~9.8
Proceeds from the sale of assets held for sale	~~(6.5)~~(10.3)

Balance, December 31, ~~2020~~2021	$	~~1.4~~—

NOTE 14 — LONG-TERM DEBT

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


	December 31, 2021		September 30, 2021
4.50% Senior Notes maturing September 2031	$	1,800.0	$	1,800.0
4.625% Senior Notes maturing April 2030	1,650.0		1,650.0
5.50% Senior Notes maturing December 2029	1,250.0		750.0
5.625% Senior Notes maturing January 2028	940.9		940.9

5.75% Senior Notes maturing March 2027	1,299.3		1,299.3












BellRing Term B Facility	519.8		609.9

Municipal bond	7.5		7.5

	$	7,467.5	$	7,057.6
Less: Current portion of long-term debt	36.1		117.4
Debt issuance costs, net	53.5		51.9
Plus: Unamortized premium and discount, net	51.1		34.5
Total long-term debt	$	7,429.0	$	6,922.8

Senior Notes

On December 22, 2021, the Company issued an additional $500.0 principal value of 5.50% senior notes maturing in December 2029. The additional 5.50% senior notes were issued at a price of 103.5% of the par value, and the Company received $514.1 after incurring investment banking and other fees and expenses of $3.4, which were deferred and are being amortized to interest expense over the term of the notes. The premium related to the 5.50% senior notes was recorded as an unamortized premium, and is being amortized as a reduction to interest expense over the term of the notes. Interest payments are due semi-annually each June 15 and December 15.

Credit Agreement

On March 18, 2020, the Company entered into a second amended and restated credit agreement (as amended, restated or amended and restated, 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 Pounds Sterling. Letters of credit are available under the Credit Agreement in an aggregate amount of up to $75.0. The Revolving Credit Facility has outstanding letters of credit of $21.4, which reduced the available borrowing capacity under the Revolving Credit Facility to $728.6 at December 31, 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 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 domestic subsidiaries (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries the Company designates as unrestricted subsidiaries, which include 8th Avenue and its subsidiaries, BellRing Brands, Inc. and its 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 property.

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On September 3, 2021, the Company entered into an amendment to the Credit Agreement to change the reference interest rate applicable to revolving loan borrowings in Pounds Sterling from a Eurodollar rate-based rate to a rate based on the Sterling Overnight Index Average.

On December 17, 2021, the Company entered into a second amendment to the Credit Agreement to, among other provisions, facilitate the BellRing Separation, the BellRing Distribution and the BellRing Merger. For additional information regarding the BellRing transactions, refer to Note 3. The amendment also amended the Credit Agreement to change the reference interest rate applicable to revolving loan borrowings in U.S. Dollars from LIBOR to a rate based on the secured overnight financing rate (“SOFR”).

Borrowings in U.S. dollars under the Revolving Credit Facility bear interest, at the option of the Company, at an annual rate equal to either (a) the adjusted term SOFR rate (as defined in the Credit Agreement) 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 adjusted term SOFR rate plus 1.00% per annum, in each case plus an applicable margin, which is determined by reference to the secured net leverage ratio (as defined in the Credit Agreement), with the applicable margin for adjusted term SOFR 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 accrue at a rate of 0.375% per annum if the Company’s secured net leverage ratio is greater than 3.00:1.00, and will accrue at a rate of 0.25% per annum 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.

Municipal Bond

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

BellRing’s Credit Agreement and Senior Debt Facilities

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

On February 26, 2021, BellRing entered into a second amendment to the BellRing Credit Agreement (the “BellRing Amendment”). The BellRing Amendment provided for the refinancing of the BellRing Term B Facility on substantially the same terms as in effect prior to the 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 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 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 repaid 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 amended the BellRing Credit Agreement to reduce the effective interest rate applicable to the BellRing Term B Facility, BellRing would have paid a 1.00% premium on the amount repaid or subject to the interest rate reduction. BellRing did not repay the BellRing Term B Facility or further amend the BellRing Credit Agreement on or before August 26, 2021.

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Prior to the BellRing Amendment, borrowings under the BellRing Term B Facility bore interest, at the option of BellRing, at an annual rate equal to either (a) the Eurodollar rate (with a floor of 1.00%) or (b) the base rate determined by reference to the greatest of (i) the prime rate, (ii) the federal funds effective rate plus 0.50% per annum and (iii) the one-month Eurodollar rate plus 1.00% per annum, in each case plus an applicable margin of 5.00% for Eurodollar rate-based loans and 4.00% for base rate-based loans. Subsequent to the BellRing 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 4.00% for Eurodollar rate-based loans and 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 three months ended December 31, 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) 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). During the three months ended December 31, 2021, BellRing repaid $81.4 on the BellRing Term B Facility as a mandatory prepayment from fiscal 2021 excess cash flow, which was in addition to the scheduled amortization payments. BellRing may prepay the BellRing Term B Facility at its option without penalty or premium. The interest rate on the BellRing Term B Facility was 4.75% as of both December 31, 2021 and September 30, 2021.

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 is 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 accrue at rates ranging from 0.25% to 0.50% per annum depending on BellRing’s secured net leverage ratio. There were no amounts drawn under the BellRing Revolving Credit Facility as of December 31, 2021 and September 30, 2021.

During the three months ended December 31, 2021 and 2020, BellRing borrowed zero and $20.0, respectively, under the BellRing Revolving Credit Facility. There were no amounts repaid on the BellRing Revolving Credit Facility during each of the three months ended December 31, 2021 and 2020. The available borrowing capacity under the BellRing Revolving Credit Facility was $200.0 as of both December 31, 2021 and September 30, 2021. There were 0 outstanding letters of credit as of December 31, 2021 or September 30, 2021.

The BellRing Credit Agreement provides for potential incremental revolving and term facilities at BellRing’s request and at the discretion of the lenders or other persons providing such incremental facilities, in each case on terms to be determined, and also permits BellRing to incur other secured or unsecured debt, in all cases subject to conditions and limitations on the amount as 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 direct and indirect 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 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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Debt Covenants

Credit Agreement

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

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 December 31, 2021.

NOTE 15 — COMMITMENTS AND CONTINGENCIES

Legal Proceedings

Antitrust Claims

In late 2008 and early 2009, approximately 22 class action lawsuits were filed in various federal courts against Michael Foods, Inc. (“MFI”), a wholly-owned 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

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terms egg product opt-out claims asserted against it by four separate opt-out plaintiffs. MFI has at all times denied liability in this matter, and no settlement contains any admission of liability by MFI.

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

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

No expense was recorded in the Condensed Consolidated Statements of Operations related to these matters for the three months ended December 31, ~~2020~~2021 or ~~2019.~~2020. At both December 31, ~~2020~~2021 and September 30, ~~2020,~~2021, the Company had $3.5 accrued for this matter, which was included in “Other current liabilities” on the Condensed Consolidated Balance Sheets. The

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Company records reserves for litigation losses in accordance with ASC Topic 450, “Contingencies.” Under ASC Topic 450, a loss contingency is recorded if a loss is probable and can be reasonably estimated. The Company records probable loss contingencies based on the best estimate of the loss. If a range of loss can be reasonably estimated, but no single amount within the range appears to be a better estimate than any other amount within the range, the minimum amount in the range is accrued. These estimates are often initially developed earlier than when the ultimate loss is known, and the estimates are adjusted if additional information becomes known. Although the Company believes its accruals for this matter are appropriate, the final amounts required to resolve such matter could differ materially from recorded estimates and the Company’s consolidated financial condition, results of operations and cash flows could be materially affected.

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

Other

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

NOTE ~~15 — LEASES~~

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 56 years and most leases provide the Company with the option to exercise one or more renewal terms. The weighted average remaining lease term of the Company’s operating leases was approximately 7 years at both December 31, 2020 and September 30, 2020, and the weighted average incremental borrowing rate was 4.48% and 4.40% at December 31, 2020 and September 30, 2020, respectively.

Right-of-use (“ROU”) assets are recorded as “Other assets” and lease liabilities are recorded as “Other current liabilities” and “Other liabilities” on the Condensed Consolidated Balance 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.

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

December 31,
2020 September 30, 2020
ROU assets:
   Other assets $ 112.1 $ 116.3
Lease liabilities:
   Other current liabilities $ 23.7 $ 23.6
   Other liabilities 98.4 103.0
      Total lease liabilities $ 122.1 $ 126.6

~~The following table presents maturities of the Company’s operating lease liabilities.~~


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

~~The following table presents supplemental operations statement and cash flow information related to the Company’s operating leases.~~

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

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~~NOTE 16 — LONG-TERM DEBT~~

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

December 31,
2020 September 30, 2020
4.625% Senior Notes maturing April 2030 $ 1,650.0 $ 1,650.0
5.50% Senior Notes maturing December 2029 750.0 750.0
5.625% Senior Notes maturing January 2028 940.9 940.9
5.75% Senior Notes maturing March 2027 1,299.3 1,299.3
5.00% Senior Notes maturing August 2026 1,697.3 1,697.3
BellRing Term B Facility 636.2 673.7
BellRing Revolving Credit Facility 50.0 30.0
Municipal bond 8.5 8.5
$ 7,032.2 $ 7,049.7
Less: Current portion of long-term debt 36.1 64.9
Debt issuance costs, net 60.3 62.6
Plus: Unamortized premium and discount, net 36.3 36.8
Total long-term debt $ 6,972.1 $ 6,959.0

~~Credit Agreement~~

On March 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 or Pounds Sterling. Letters of credit are available under the Credit Agreement in an aggregate amount of up to ~~$75.0. The Revolving Credit Facility has outstanding letters of credit of~~ ~~$19.4, which reduced the available borrowing capacity under the Revolving Credit Facility to~~ ~~$730.6 at~~ ~~December 31, 2020. Any outstanding amounts under the Revolving Credit Facility must be repaid on or before March 18, 2025.~~

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

Borrowings under the Revolving Credit Facility 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.

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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.

~~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. Principal payments are due annually on March 1, and interest payments are due semi-annually each March 1 and September 1. The debt matures on March 1, 2028.

~~BellRing’s Credit Agreement and Senior Debt Facilities~~

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

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

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

Borrowings under the BellRing Revolving Credit Facility bear interest, at the option of BellRing, at an annual rate equal to either the Eurodollar rate or the base rate (determined as described above) plus a margin, which initially 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. The interest rate on the drawn portion of the BellRing Revolving Credit Facility was 5.25% at both December 31, 2020 and September 30, 2020.

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

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~~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 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.

~~Repayments of Long-Term Debt~~

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

Three Months Ended
December 31, Repayments of Long-Term Debt Loss on Extinguishment of Debt, net
Issuance or Borrowing Principal Amount Repaid Write-off of Debt Issuance Costs
BellRing Term B Facility $ 37.5 $ 0
2020 Total $ 37.5 $ 0
Term loan $ 1,309.5 $ 9.1
Bridge loan 1,225.0 3.8
BellRing Revolving Credit Facility 40.0 0
2019 Total $ 2,574.5 $ 12.9

~~Debt Covenants~~

~~Credit Agreement~~

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

~~BellRing Credit Agreement~~

~~NOTE 17~~ — PENSION AND OTHER POSTRETIREMENT BENEFITS

The Company maintains qualified defined benefit plans in the 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

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the Canadian plans are included in the North America disclosures and are not disclosed separately because they do not constitute a significant portion of the combined amounts.

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


		North America					North America
		Three Months Ended December 31,					Three Months Ended December 31,
		2020		2019				2021		2020

Service cost	Service cost	$	0.9	$	1.1	Service cost		$	1.1	$	0.9
Interest cost	Interest cost	0.8		0.9		Interest cost		0.9		0.8
Expected return on plan assets	Expected return on plan assets	(1.6)		(1.6)		Expected return on plan assets		(1.8)		(1.6)
Recognized net actuarial loss	Recognized net actuarial loss	0.6		0.5		Recognized net actuarial loss		0.4		0.6

Net periodic benefit cost	Net periodic benefit cost	$	0.7	$	0.9	Net periodic benefit cost		$	0.6	$	0.7


		Other International					Other International
		Three Months Ended December 31,					Three Months Ended December 31,
		2020		2019				2021		2020

Interest cost	Interest cost	$	3.7	$	3.7	Interest cost		$	4.2	$	3.7
Expected return on plan assets	Expected return on plan assets	(6.0)		(6.2)		Expected return on plan assets		(6.6)		(6.0)

Recognized prior service cost	Recognized prior service cost	0.1		0		Recognized prior service cost		0.1		0.1
Net periodic benefit gain	Net periodic benefit gain	$	(2.2)	$	(2.5)	Net periodic benefit gain		$	(2.3)	$	(2.2)

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

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“Selling, general and administrative expenses” and all other components of net periodic benefit ~~cost~~gain are reported in “Other income, net.”


		Three Months Ended December 31,					Three Months Ended December 31,
		2020		2019				2021		2020

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

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NOTE 1817 — SHAREHOLDERS’ EQUITY

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


		Three Months Ended December 31,					Three Months Ended December 31,
		2020		2019				2021		2020
Shares repurchased	Shares repurchased	1.7		2.2		Shares repurchased		1.5		1.7
Average price per share	Average price per share	$	93.45	$	102.99	Average price per share		$	103.39	$	93.45
Total cost including broker’s commissions (a)	Total cost including broker’s commissions (a)	$	159.9	$	223.1	Total cost including broker’s commissions (a)		$	155.0	$	159.9

(a)~~Of the $159.9 total cost, $2.0 was not settled until January 2021 and was included~~“Purchases of treasury stock” in ~~“Other current liabilities” on~~ the Condensed Consolidated ~~Balance Sheet at~~Statement of Cash Flows for the three months ended December 31, ~~2020. Purchases~~2021 included $4.0 of repurchases of common stock that were accrued at September 30, 2021 and did not settle until fiscal 2022. “Purchases of treasury ~~stock~~stock” in the Condensed Consolidated Statement of Cash Flows for the three months ended December 31, 2020 included $7.4 of repurchases of common stock that were accrued at September 30, 2020 and did not settle until fiscal 2021. ~~Purchases of treasury stock in~~Of the ~~Condensed Consolidated Statement of Cash Flows~~$159.9 total cost for the three months ended December 31, ~~2019 included $8.7 of repurchases of common stock that were~~2020, $2.0 was accrued ~~at September 30, 2019~~ and ~~did~~had not ~~settle until fiscal 2020.~~

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

NOTE 1918 — SEGMENTS

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


		Three Months Ended December 31,
			2021		2020
Net Sales
	Post Consumer Brands		$	507.3	$	445.0
	Weetabix		118.6		113.5
	Foodservice		438.6		354.5
	Refrigerated Retail		273.4		263.1

2223

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Eliminations (0.5) (0.4)
Total $ 1,458.0 $ 1,456.8
Segment Profit
Post Consumer Brands $ 70.5 $ 80.6
Weetabix 28.1 23.7
Foodservice 10.8 47.0
Refrigerated Retail 33.7 26.0
BellRing Brands 47.8 49.3
Total segment profit 190.9 226.6
General corporate expenses and other 13.8 27.4
Interest expense, net 96.6 102.9
Loss on extinguishment of debt, net 0 12.9
Income on swaps, net (41.6) (61.4)
Earnings before income taxes and equity method loss $ 122.1 $ 144.8
Net sales by product
Cereal and granola $ 558.3 $ 542.5
Eggs and egg products 338.1 395.3
Side dishes (including potato products) 155.5 148.5
Cheese and dairy 62.7 67.6
Sausage 44.3 45.9
Protein-based products and supplements 282.5 244.1
Other 17.0 13.2
Eliminations (0.4) (0.3)
Total $ 1,458.0 $ 1,456.8
Depreciation and amortization
Post Consumer Brands $ 28.2 $ 27.9
Weetabix 9.4 8.7
Foodservice 30.7 29.0
Refrigerated Retail 18.1 17.4
BellRing Brands 6.7 6.4
Total segment depreciation and amortization 93.1 89.4
Corporate 1.0 0.9
Total $ 94.1 $ 90.3
Assets December 31,
2020 September 30, 2020
Post Consumer Brands $ 3,260.5 $ 3,291.7
Weetabix 1,971.3 1,864.5
Foodservice and Refrigerated Retail 4,971.8 5,022.0
BellRing Brands 680.7 653.5
Corporate 1,256.0 1,315.0
Total $ 12,140.3 $ 12,146.7

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~~NOTE 20 — SUBSEQUENT EVENTS~~

~~Acquisitions~~

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

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

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


	BellRing Brands		306.5		282.4

	Eliminations		(0.7)		(0.5)
		Total	$	1,643.7	$	1,458.0
Segment Profit
	Post Consumer Brands		$	71.3	$	70.5
	Weetabix		27.2		28.1
	Foodservice		15.1		10.8
	Refrigerated Retail		13.6		33.7
	BellRing Brands		50.6		47.8

		Total segment profit	177.8		190.9
General corporate expenses and other			46.1		13.8

Interest expense, net			91.2		96.6

Expense (income) on swaps, net			36.9		(41.6)
Earnings before income taxes and equity method loss			$	3.6	$	122.1
Net sales by product
	Cereal and granola		$	607.3	$	558.3
	Nut butters		18.5		—
	Eggs and egg products		423.4		338.1
	Side dishes (including potato products)		164.9		155.5
	Cheese and dairy		59.6		62.7
	Sausage		47.7		44.3
	Protein-based products and supplements		306.5		282.5


	Other		16.4		17.0
	Eliminations		(0.6)		(0.4)
		Total	$	1,643.7	$	1,458.0
Depreciation and amortization
	Post Consumer Brands		$	33.8	$	28.2
	Weetabix		9.3		9.4
	Foodservice		32.0		30.7
	Refrigerated Retail		20.3		18.1
	BellRing Brands		5.3		6.7

		Total segment depreciation and amortization	100.7		93.1
	Corporate		1.0		1.0
		Total	$	101.7	$	94.1


Assets			December 31, 2021		September 30, 2021
	Post Consumer Brands		$	3,454.3	$	3,467.8
	Weetabix		1,919.7		1,930.4
	Foodservice and Refrigerated Retail		4,957.1		5,074.2
	BellRing Brands		600.5		696.4

	Corporate		1,681.3		1,245.9
		Total	$	12,612.9	$	12,414.7

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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 consolidated financial statements and notes thereto found in our Annual Report on Form 10-K for the fiscal year ended September 30, ~~2020~~2021 and the “Cautionary Statement on Forward-Looking Statements” section included below. The terms “our,” “we,” “us,” “Company” and “Post” as used herein refer to Post Holdings, Inc. and its consolidated subsidiaries.

OVERVIEW

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

At December 31, ~~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 muesli;

•Foodservice: primarily egg and potato products;

•Refrigerated Retail: primarily side dish, egg, cheese and sausage products; and

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

Transactions

OnDistribution Announcement of BellRing Brands, Inc.

In October ~~21, 2019,~~2021, we entered into a Transaction Agreement and Plan of Merger (the “Transaction Agreement”) providing for the distribution of a significant portion of our ownership interest in BellRing Brands, Inc. (“BellRing”), to our subsidiary, closed its initial public offering (the “IPO”) of 39.4 million shares of its Class A common stock, $0.01 par value per share (the “Class A Common Stock”). BellRing received net proceeds fromshareholders. Pursuant to the IPO of $524.4 million, after deducting underwriting discounts and commissions. As a result of the IPO and certain other transactions completed in connection with the IPO, BellRing became a publicly-traded company whose Class A Common Stock is traded on the New York Stock Exchange under the ticker symbol “BRBR” and the holding company of BellRing Brands, LLC, a Delaware limited liability company (“BellRing LLC”), owning 28.8% of BellRing LLC’s non-voting membership units (the “BellRing LLC units”), with us owning 71.2% of the BellRing LLC units and oneTransaction Agreement, we will contribute our share of BellRing’s Class B common stock, $0.01 par value per share, all of our BellRing Brands, LLC (“BellRing LLC”) non-voting membership units and cash to BellRing Distribution, LLC, our newly-formed wholly-owned subsidiary (“New BellRing”), in exchange for all of the then-outstanding equity of New BellRing and New BellRing indebtedness (the ~~“Class B~~“BellRing Separation”). New BellRing will convert into a Delaware corporation, and we will then distribute at least 80.1% of our shares of New BellRing common stock to our shareholders in a pro-rata distribution. Upon completion of the distribution of New BellRing common stock to our shareholders (the “BellRing Distribution”), BellRing Merger Sub Corporation, a wholly-owned subsidiary of New BellRing, will merge with and into BellRing (the “BellRing Merger”), with BellRing as the surviving corporation and a wholly-owned subsidiary of New BellRing. Pursuant to the BellRing Merger, each outstanding share of BellRing Class A common stock, $0.01 par value per share (the “BellRing Class A Common Stock”), will be converted into one share of New BellRing common stock plus a to-be-determined amount of cash per share. The exact amount of cash consideration will be determined in accordance with the Transaction Agreement based upon several factors, including the amount of New BellRing indebtedness to be issued. Immediately following the BellRing Distribution and ~~collectively with~~ the BellRing Merger, it is expected that we will own approximately 14.2% of the New BellRing common stock and our shareholders will own approximately 57.3% of the New BellRing common stock. Legacy holders of BellRing Class A Common Stock will own approximately 28.5% of the ~~“BellRing Common Stock”). The Class B Common Stock has voting rights but no rights~~New BellRing common stock, maintaining their current effective ownership in the BellRing business. We expect to ~~dividends or other economic rights. For so long~~use the New BellRing indebtedness and shares of New BellRing common stock to repay certain of our creditors. We incurred separation-related expenses of $4.4 million during the three months ended December 31, 2021. These expenses generally included third party costs for due diligence, advisory services and government filing fees and were recorded as ~~we or our affiliates (other than BellRing~~“Selling, general and ~~its subsidiaries) directly own more than 50%~~administrative expenses” in the Condensed Consolidated Statements of Operations. Completion of the BellRing ~~LLC units, the Class B Common Stock represents 67% of the combined voting power of~~Separation, the BellRing ~~Common Stock.~~Distribution and the BellRing ~~LLC~~Merger is anticipated to occur in the ~~holding~~first calendar quarter of 2022, the second quarter of fiscal 2022, subject to certain customary closing conditions, although there can be no assurance that these transactions will occur within the expected timeframe or at all. As of December 31, 2021, the BellRing Separation, the BellRing Distribution and the BellRing Merger had not yet been completed.

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Initial Public Offering of Post Holdings Partnering Corporation

On May 28, 2021, we and Post Holdings Partnering Corporation, a newly formed special purpose acquisition company ~~for our historical active nutrition business.~~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 ~~“BellRing”~~“PHPC IPO” as used herein generally refers to ~~BellRing Brands, Inc.; however,~~the consummation of the initial public offering on May 28, 2021 and the underwriters’ exercise in ~~discussions related~~full of their over-allotment option on June 3, 2021. Each PHPC Unit consists of one share of Series A common stock of PHPC, $0.0001 par value per share (“PHPC Series A Common Stock”), and one-third of one redeemable warrant of PHPC, each whole warrant entitling the holder thereof to ~~debt facilities,~~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 million. PHPC Sponsor, LLC, our wholly owned subsidiary (“PHPC Sponsor”), purchased 4.0 million of the ~~term “BellRing” refers~~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 could elect to ~~BellRing Brands, LLC. BellRing~~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 ticker symbols “PSPC” and “PSPC WS”, respectively. Under the terms of the PHPC IPO, PHPC is ~~reported herein~~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 ~~BellRing Brands segment.~~PHPC Warrants.

In addition, we, through PHPC Sponsor’s ownership of 8.6 million shares of Series F common stock of PHPC, $0.0001 par value per share, have certain governance rights in PHPC relating to the election of PHPC directors and voting rights on amendments to PHPC’s certificate of incorporation.

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, $0.0001 par value 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 both December 31, ~~2020~~2021 and September 30, ~~2020,~~2021, we beneficially owned ~~71.2%~~31.0% of the ~~BellRing LLC units~~equity of PHPC and the net income and net assets of ~~BellRing and its subsidiaries~~PHPC were consolidated within our financial ~~statements, and the~~statements. The remaining ~~28.8%~~69.0% of the consolidated net income and net assets of ~~BellRing and its subsidiaries,~~PHPC, representing the percentage of economic interest in ~~BellRing LLC held by BellRing (and therefore indirectly~~PHPC held by the public stockholders of ~~BellRing~~PHPC through their ownership of ~~the Class A Common Stock),~~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.

Acquisitions

We completed the ~~acquisition~~following acquisitions during fiscal 2021:

Table of ~~Henningsen~~Contents

•Private label RTE cereal business of TreeHouse Foods, Inc. ~~(“Henningsen”~~(the “PL RTE Cereal Business”), acquired on ~~July~~June 1, ~~2020. Henningsen is~~2021 and reported in our Post Consumer Brands segment;

•Egg Beaters liquid egg 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. ~~Due~~

Divestitures

We completed the sale of the Willamette Egg Farms business (the “WEF Transaction”) on December 1, 2021. Prior to the ~~level of integration between the legacy Foodservice businesses and Henningsen, certain discrete financial data for Henningsen is not available for the three months ended December 31, 2020.~~WEF Transaction, operating results were previously reported in our Refrigerated Retail segment.

COVID-19

The COVID-19 pandemic has caused and continues to cause global economic disruption and uncertainty, including in our business. We ~~are~~continue to closely ~~monitoring~~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 serve customers and consumers and preserve financial liquidity to navigate the uncertainty caused by the pandemic. Examples of actions we have taken in response to the pandemic include:

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

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

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

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

•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~~Our products sold through retail channels generally experienced an uplift in sales starting in March 2020, which continued through the first half of fiscal 2021 driven by increased at-home consumption in reaction 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.~~COVID-19 pandemic.

~~Since~~At the ~~effects~~onset of the COVID-19 pandemic, ~~including the actions of public health and other governmental officials in response to the pandemic, began to impact the categories in which we operate,~~ our products sold through the food, drug and mass, club and eCommerce channels generally experienced an increase in sales as a result of consumer pantry loading in the second quarter of fiscal 2020 and increased at-home consumption that continued throughout the second half of fiscal 2020 and into fiscal 2021. We experienced declines in sales of certain on-the-go products during the second half fiscal 2020. However, at December 31, 2020, the liquid and powders sub-categories within our BellRing Brands segment have returned to growth relatively in line with pre-COVID-19 pandemic growth rates, but the bar sub-category continues to experience declines. We expect some of the benefit of what amounts to a massive trial exercise (as consumers try products that they may not have been purchasing previously) to convert into an intermediate term improvement in category trends across the majority of our retail businesses. However, there is no guarantee that such increase in sales and/or intermediate term improvement in category trends will continue or be realized. Additionally, we have incurred increased expenses specifically attributable to the COVID-19 pandemic, including production shutdowns, increased employee wages and paid absences, COVID-19 screening expenses and additional cleaning costs. Our foodservice business ~~has been negatively~~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 during the second half of fiscal 2020 and this trend continued into fiscal 2021. However, these sequential improvements started to reverse in November and December 2020 as government restrictions were reinstituted. Foodservice volumes continue to followhas 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, while volumes in other channels impacted by the COVID-19 pandemic have recovered from low levels experienced at the height of the pandemic, but have recently plateaued at levels below pre-pandemic volumes. In the aggregate, our overall foodservice business volumes remain below pre-pandemic levels.

As the overall economy continues to recover from the impact of the COVID-19 pandemic, labor shortages, input and freight inflation and other supply chain disruptions, including input availability, are pressuring our supply chains in all segments, resulting in missed sales and higher manufacturing costs. Per unit product costs escalated as throughput declined and fixed cost absorption worsened. Service levels and fill rates remain below normal levels, and inventories are low, resulting in the placement of certain products on allocation. These factors are expected to persist in fiscal year 2022 and are dependent upon our ability to adequately hire, train and retain manufacturing staff, maintain sufficient supplies of ingredients and packaging and rebuild inventory levels. Raw material, packaging, wage and freight inflation has been widespread, rapid and significant, and has put downward pressure on profit margins in all of our segments. We have taken pricing actions in all segments and expect to take further actions to offset these inflationary pressures.

Volume and profit recovery in our Foodservice segment is dependent on both changes in the degree of restrictions on mobility and gathering and on the ability to navigate supply chain disruptions. We expect our Foodservice segment to return to pre-pandemic profitability in fiscal year 2023. Volume growth in our Refrigerated Retail segment, 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 year 2020 and have remained strong in subsequent periods. As the overall economy continues to recover from the impact of COVID-19 pandemic, input and freight inflation and labor and input availability are pressuring BellRing’s supply chain. Lower than anticipated production and delays in capacity expansion across the broader third party shake contract manufacturer network have resulted in low inventories and missed sales. Service levels and fill rates remain below normal levels, and certain products have been placed on allocation. These factors are expected to improve but persist throughout fiscal year 2022 and are

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dependent upon BellRing’s contract manufacturer partners’ ability to deliver committed volumes, add capacity on expected timelines, retain manufacturing staff and rebuild inventory levels. Raw material, packaging and freight inflation has been widespread, rapid and significant, and has put downward pressure on profit margins. As a result, BellRing has taken pricing actions on nearly all products.

For additional discussion, refer to “Liquidity and Capital Resources” and “Cautionary Statement on Forward-Looking Statements” within this section.

RESULTS OF OPERATIONS


		Three Months Ended December 31,					Three Months Ended December 31,
					favorable/(unfavorable)								favorable/(unfavorable)
dollars in millions	dollars in millions		2020		2019			$ Change		% Change		dollars in millions	2021		2020		$ Change		% Change
Net Sales	Net Sales		$	1,458.0	$	1,456.8		$	1.2	—	%	Net Sales	$	1,643.7	$	1,458.0	$	185.7	13	%

Operating Profit	Operating Profit		$	166.3	$	196.0		$	(29.7)	(15)	%	Operating Profit	$	128.7	$	166.3	$	(37.6)	(23)	%
Interest expense, net	Interest expense, net		96.6		102.9			6.3		6	%	Interest expense, net	91.2		96.6		5.4		6	%
Loss on extinguishment of debt, net			—		12.9			12.9		100	%
Income on swaps, net			(41.6)		(61.4)			(19.8)		(32)	%

Expense (income) on swaps, net												Expense (income) on swaps, net	36.9		(41.6)		(78.5)		(189)	%
Other income, net	Other income, net		(10.8)		(3.2)			7.6		238	%	Other income, net	(3.0)		(10.8)		(7.8)		(72)	%
Income tax expense			23.2		30.4			7.2		24	%
Income tax (benefit) expense												Income tax (benefit) expense	(5.8)		23.2		29.0		125	%
Equity method loss, net of tax	Equity method loss, net of tax		7.9		7.3			(0.6)		(8)	%	Equity method loss, net of tax	18.6		7.9		(10.7)		(135)	%
Less: Net earnings attributable to noncontrolling interests	Less: Net earnings attributable to noncontrolling interests		9.8		7.9			(1.9)		(24)	%	Less: Net earnings attributable to noncontrolling interests	11.6		9.8		(1.8)		(18)	%
Net Earnings			$	81.2	$	99.2		$	(18.0)	(18)	%
Net (Loss) Earnings												Net (Loss) Earnings	$	(20.8)	$	81.2	$	(102.0)	(126)	%

Net Sales

Net ~~sale~~ssales increased ~~$1.2~~$185.7 million, ~~dur~~ingor 13%, during the three months ended December 31, ~~2020,~~2021, compared to the corresponding period in the prior year, as a result of growth in our Foodservice, BellRing Brands ~~Weetabix, Refrigerated Retail~~ and ~~Post Consumer Brands~~Weetabix segments, as well as ~~the inclusion of~~ incremental contributions from our prior year ~~acquisition of Henningsen. These~~acquisitions. The positive

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impacts were partially offset by ~~a decline~~declines, after excluding the impact of acquisitions, in our ~~Foodservice segment.~~Post Consumer Brands and Refrigerated Retail segments. For further discussion, refer to “Segment Results” within this section.

Operating Profit

Operating profit decreased ~~$29.7~~$37.6 million, or ~~15%~~23%, during the three months ended December 31, ~~2020,~~2021, compared to the corresponding period in the prior year, ~~primarily~~ due to ~~lower segment profit within our Foodservice, Post Consumer Brands~~increased general corporate expenses and ~~BellRing Brands segments, partially offset by increased~~lower segment profit within our Refrigerated Retail and Weetabix segments, ~~as well as decreased general corporate expenses~~partially offset by higher segment profit within our Post Consumer Brands, Foodservice and ~~other.~~BellRing Brands segments, excluding the impact of acquisitions. For further discussion, refer to “Segment Results” within this section.

Interest Expense, Net

Interest expense, net decreased ~~$6.3~~$5.4 million, or 6%, during the three months ended December 31, ~~2020,~~2021, compared to the corresponding period in the prior year, driven by ~~decreased~~a lower weighted-average interest rate when compared to the prior year period, increased gains of $0.9 million (compared to losses ~~of $6.7 million~~in the prior year period) on ~~our~~ interest rate swap ~~contracts. Interest expense~~contracts, increased ~~from the impact~~amortization of ~~senior notes issued in fiscal 2020, however, this increase was partially offset by reduced interest expense~~debt premium of ~~$3.6~~$0.3 million ~~as a result~~and decreased amortization of ~~the repayment~~debt issuance costs, deferred financing fees and debt discount of ~~our term loan in the first quarter of fiscal 2020.~~$0.7 million. Our weighted-average interest rate on our total outstanding debt decreased to 5.0% for the three months ended December 31, 2021 from 5.3% for the three months ended December 31, 2020, ~~from 5.6% for the three months ended December 31, 2019,~~ driven by a change in the mix of debt outstanding.

For additional information on our interest rate swap contracts, refer to Note 12 within “Notes to Condensed Consolidated Financial Statements.” For additional information on our debt, refer to Note 1614 within “Notes to Condensed Consolidated Financial Statements” and “Quantitative and Qualitative Disclosures About Market Risk” within Item 3.

~~Loss~~Expense (Income) on ~~Extinguishment of Debt,~~Swaps, Net

~~During~~Expense (income) on swaps, net increased $78.5 million, or (189)%, during the three months ended December 31, ~~2019, we recognized a net loss of $12.9 million~~2021, compared to the corresponding period in the prior year, related to the write-offs of debt issuance costs associated with the repayments of the outstanding principal balances of our 2020 bridge loan (the “2020 Bridge Loan”) by BellRing and our term loan. No such loss was recorded in the three months ended December 31, 2020.

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

~~Income on Swaps, Net~~

~~Fiscal 2021~~

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

Table of ~~$43.1 million, partially offset by cash settlements paid of $1.5 million.~~Contents

~~Fiscal 2020~~

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

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

Income Tax (Benefit) Expense

Our effective income tax rate was ~~19.0%~~(161.1)% and ~~21.0%~~19.0% for the three months ended December 31, ~~2020~~2021 and ~~2019,~~2020, respectively. In accordance with ~~Accounting Standards Codification (“ASC”)~~ASC Topic 740, “Income Taxes,” we record income tax (benefit) expense for interim periods using the estimated annual effective income tax rate for the full fiscal year adjusted for the impact of discrete items occurring during the interim periods.

In the three months ended December 31, 2021, the effective income tax rate differed significantly from the statutory rate primarily as a result of $4.6 million of discrete tax benefit items related to our equity method loss attributable to 8th Avenue Food & Provisions, Inc. (“8th Avenue”) and $2.2 million of discrete tax benefit items related to excess tax benefits for share-based payments. For additional information on the 8th Avenue equity method loss, refer to Note 3 within “Notes to Condensed Consolidated Financial Statements.”

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. Segment profit for BellRing Brands, as it is a publicly-traded company, is its operating profit.

Post Consumer Brands


	Three Months Ended December 31,
					favorable/(unfavorable)
dollars in millions		2021			2020			$ Change		% Change
Net Sales		$	507.3		$	445.0		$	62.3	14	%
Segment Profit		$	71.3		$	70.5		$	0.8	1	%
Segment Profit Margin		14		%	16		%

Net sales for the Post Consumer Brands segment increased $62.3 million, or 14%, for the three months ended December 31, 2021, when compared to the prior year period. Net sales for the three months ended December 31, 2021 were positively impacted by the inclusion of incremental net sales of $65.5 million attributable to our prior year acquisitions of Peter Pan and the PL RTE Cereal Business. Excluding this impact, net sales decreased $3.2 million, or 1%, primarily due to 9% lower volume. This decrease in volume was primarily due to continuing broader softness across value and private label cereal products and the decision to exit certain low-margin private label business during the second quarter of fiscal 2021. Volume declines in private label cereal, Malt-O-Meal bag cereal and Honey Bunches of Oats were partially offset by increased Grape-Nuts volume.Average net selling prices increased as a result of favorable product mix and pricing.

Segment profit for the three months ended December 31, 2021 increased $0.8 million, or 1%, when compared to the prior year period. Segment profit for the three months ended December 31, 2021 was negatively impacted by the inclusion of incremental segment loss of $4.6 million attributable to our prior year acquisitions of Peter Pan and the PL RTE Cereal Business. Prior year segment profit was negatively impacted by a $15.0 million legal settlement. Excluding these impacts, segment profit decreased $9.6 million, or 11%, primarily driven by volume declines, as previously discussed, higher manufacturing costs of $11.7 million (primarily due to unfavorable fixed cost absorption resulting from lower volume, partially offset by manufacturing cost efficiencies), increased freight costs of $7.4 million (excluding volume-driven impacts), raw material inflation of $4.8 million and unfavorable foreign exchange rates when compared to the prior year period. These negative impacts were partially offset by improved average net selling prices, as previously discussed, and lower advertising and consumer spending of $0.3 million.

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~~Post Consumer Brands~~Weetabix


		Three Months Ended December 31,									Three Months Ended December 31,
						favorable/(unfavorable)												favorable/(unfavorable)
dollars in millions	dollars in millions		2020			2019			$ Change			% Change			dollars in millions			2021			2020			$ Change			% Change
Net Sales	Net Sales		$	445.0		$	441.2		$	3.8		1	%		Net Sales			$	118.6		$	113.5		$	5.1		4	%
Segment Profit	Segment Profit		$	70.5		$	80.6		$	(10.1)		(13)	%	Segment Profit		$	27.2	$	28.1		$	(0.9)		(3)		%
Segment Profit Margin	Segment Profit Margin		16		%	18		%							Segment Profit Margin			23		%	25		%

Net sales for the ~~Post Consumer Brands~~Weetabix segment increased ~~$3.8~~$5.1 million, or 1%4%, for the three months ended December 31, ~~2020,~~2021, when compared to the prior year period, ~~primarily due to higher average~~including the impact of favorable foreign exchange rates. Excluding this impact, net ~~selling prices~~sales increased $2.7 million, or 2%, on 4% lower volume. This decrease in volume was driven by declines in RTE cereal products as ~~the~~a result of ~~a favorable product mix, partially offset by higher trade spending. Volume was flat as growth~~the lapping of increased purchases in~~Honey Bunches of Oats, Pebbles~~ ~~and~~ ~~Great Grains~~ ~~was offset~~by~~declines in private label cereal, licensed products, government bid business,~~ ~~Malt-O-Meal~~ bag cereal and adult and kid classic brands. Net sales for the three months ended December 31, 2020 were negatively impacted by an estimated $9.8 million in lost revenue, resulting from COVID-19 related production shutdowns and employee absences at its Battle Creek, Michigan RTE cereal facility.

~~Segment profit for the three months ended December 31, 2020 decreased $10.1 million, or 13%, when compared to~~ the prior year period ~~primarily~~ driven by ~~a provision for legal settlement of $15.0 million, higher manufacturing costs of $5.8 million (driven by production shutdowns~~consumer pantry loading and increased ~~employee absences related~~at-home consumption in reaction to the COVID-19 pandemic ~~partially offset by manufacturing cost efficiencies),~~and lapping of increased raw material costs of $2.5 million and higher freight costs of $2.2 million. These negative impacts were partially offset by higher net sales, as previously discussed, gains on sale of property of $4.0 million, lower outside professional service fees of $1.9 million and lower integration expenses of $1.2 million. Additionally, segment profit was negatively impacted by lost revenue at its Battle Creek, Michigan RTE cereal facility, as previously discussed, resultingexport volumes in ~~an estimated $5.6 million in lost profit contribution.~~

~~Weetabix~~

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

~~Net sales for the Weetabix segment increased $12.0 million, or 12%, for the three months ended December 31, 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, primarily driven by gains in at-home consumption of biscuit cereal products, higher extruded product volumes and an increase in export volumes as a result of customer preparation for the United Kingdom’s exit from the European Union. These ~~positive~~negative impacts were partially offset by ~~declines in on-the-go consumption of cereal bars and~~ ~~Weetabix On the Go~~ ~~drinks.~~new product introductions. Average net selling prices increased primarily due to targeted price increases that went into effect in the second quarter of fiscal 2020 and a favorable product mix. Additionally, net sales for the three months ended December 31, 2020 were positively impacted by favorable foreign exchange rates when compared to the prior ~~year period.~~year.

Segment profit for the three months ended December 31, ~~2020 increased $4.4~~2021 decreased $0.9 million, or ~~19%~~3%, when compared to the prior year period. This ~~increase~~decrease was driven by lower volumes, as previously discussed, raw material inflation of $1.7 million and higher advertising and consumer spending of $1.3 million, partially offset by increased average pricing and favorable foreign exchange rates.

Foodservice


	Three Months Ended December 31,
					favorable/(unfavorable)
dollars in millions		2021			2020			$ Change		% Change
Net Sales		$	438.6		$	354.5		$	84.1	24	%
Segment Profit		$	15.1		$	10.8		$	4.3	40	%
Segment Profit Margin		3		%	3		%

Net sales for the Foodservice segment increased $84.1 million, or 24%, for the three months ended December 31, 2021, when compared to the prior year period. Net sales for the three months ended December 31, 2021 were positively impacted by the inclusion of incremental net sales of $12.7 million attributable to our prior year acquisition of Almark. Excluding this impact, net sales increased $71.4 million, or 20%, on 12% higher volume. Volume growth was positively impacted in the current year period by the lapping of lower product demand as a result of the COVID-19 pandemic in the prior year period. Egg product sales were up $53.6 million, or 17%, with volume up 5%, driven by higher average net selling prices resulting from the pass-through of higher raw material costs due to increased grain markets. Egg volumes increased primarily due to higher volume in the foodservice channel. Sales of side dishes were up $16.8 million, or 50%, with volume up 50%, driven by increased product demand compared to the prior year period as a result of the continued recovery from the COVID-19 pandemic and distribution gains. Sausage sales were up $1.4 million, or 35%, driven by 5% higher volume and higher average net selling prices resulting from the pass-through of higher raw material costs due to increased sow costs.

Segment profit for the three months ended December 31, 2021 increased $4.3 million, or 40%, when compared to the prior year period, driven by higher net sales, as previously discussed, ~~and favorable foreign exchange rates when compared to the prior year period,~~ partially offset by ~~unfavorable manufacturing and~~higher raw material costs of ~~$1.1~~$34.6 million (primarily driven by higher egg raw material costs due to increased ~~employee-related expenses~~grain markets) andhigher ~~outside professional service fees.~~freight costs of $14.3 million (excluding volume-driven impacts).

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~~Foodservice~~

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

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

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

Refrigerated Retail


		Three Months Ended December 31,									Three Months Ended December 31,
						favorable/(unfavorable)												favorable/(unfavorable)
dollars in millions	dollars in millions		2020			2019			$ Change			% Change			dollars in millions			2021			2020			$ Change			% Change
Net Sales	Net Sales		$	263.1		$	249.9		$	13.2		5	%		Net Sales			$	273.4		$	263.1		$	10.3		4	%
Segment Profit	Segment Profit		$	33.7		$	26.0		$	7.7		30	%	Segment Profit		$	13.6	$	33.7		$	(20.1)		(60)		%
Segment Profit Margin	Segment Profit Margin		13		%	10		%							Segment Profit Margin			5		%	13		%

Net sales for the Refrigerated Retail segment increased ~~$13.2~~$10.3 million, or 5%4%, for the three months ended December 31, ~~2020,~~2021, when compared to the prior year ~~period, primarily due~~period. Net sales for the three months ended December 31, 2021 were positively impacted by the inclusion of incremental net sales of $19.6 million attributable to ~~increased average~~our prior year acquisitions of Almark and Egg Beaters which was partially offset by the absence of net ~~selling prices and 1% higher volume.~~sales as a result of the WEF Transaction. Excluding these impacts, net sales decreased $4.9 million, or 2%, with volume down 7%. Sales of side dishes ~~increased $24.6~~decreased $7.4 million, or ~~25%~~6%, ~~driven by 13% higher volume and increased average net selling prices.~~on 12% lower volume. The ~~increase~~decrease in volume was driven by ~~higher~~lower branded dinner and breakfast sides ~~volume,~~volumes resulting from supply constraints and reduced service levels (driven by labor shortages), partially offset by ~~lower private label dinner sides.~~increased average net selling prices. The increase in average net selling prices was primarily due to targeted price increases that went into effect in the second ~~quarter~~half of fiscal ~~2020, lower trade spending and a favorable product mix. Egg product sales were down $5.0 million, or 14%, with volume down 12%, primarily due to the decision to exit certain low-margin business.~~2021. Cheese and other dairy case product sales were down ~~$5.0~~$3.1 million, or 7%5%, with volume down 9%8%, driven by the lapping of increased purchases in the prior year period driven by increased at-home consumption in response to the COVID-19 ~~related supply constraints and branded cheese distribution losses, partially offset~~pandemic. Sausage sales increased $2.0 million, or 5%, driven by ~~higher~~improved average net selling prices, ~~as a result of~~primarily due to reduced trade spend and targeted price increases that went into effect induring the ~~second quarter~~current quarter. These positive impacts were partially offset by volume decreases of ~~fiscal 2020 and lower trade spending. Sausage~~11%, which were primarily driven by supply constraints. Egg product sales ~~decreased $0.7~~were up $3.8 million, or 2%19%, with volume ~~down 1%~~up 26%, ~~primarily due to short-term capacity constraints caused~~driven by ~~COVID-19 related employee absences.~~volume increases from private label products. Sales of other products were down ~~$0.9 million, or 11%, with volume down 41%, primarily due to the decision to exit certain low-margin business.~~$0.2 million.

Segment profit ~~increased $7.7~~decreased $20.1 million, or ~~30%~~60%, for the three months ended December 31, ~~2020,~~2021, when compared to the prior year period. This ~~increase~~decrease was ~~primarily due to higher~~driven by lower net sales (excluding the impact of prior year acquisitions), as previously discussed, ~~partially offset by higher~~increased manufacturing costs of ~~$2.8~~$11.7 million, higher freight costs of ~~$2.5~~$6.0 million (excluding volume-driven impacts), and higher raw material costs of ~~$2.4 million (primarily due to higher sow~~$5.4 million. These negative impacts were only partially offset by improved average net selling prices, as ~~well as higher egg input costs due to increased grain markets)~~discussed above, and ~~increased employee-related expenses.~~

~~Table~~decreased advertising and consumer spending of ~~Contents~~

$3.4 million.

BellRing Brands


		Three Months Ended December 31,									Three Months Ended December 31,
						favorable/(unfavorable)												favorable/(unfavorable)
dollars in millions	dollars in millions		2020			2019			$ Change			% Change			dollars in millions			2021			2020			$ Change			% Change
Net Sales	Net Sales		$	282.4		$	244.0		$	38.4		16	%		Net Sales			$	306.5		$	282.4		$	24.1		9	%
Segment Profit	Segment Profit		$	47.8		$	49.3		$	(1.5)		(3)	%	Segment Profit		$	50.6	$	47.8		$	2.8		6		%
Segment Profit Margin	Segment Profit Margin		17		%	20		%							Segment Profit Margin			17		%	17		%

Net sales for the BellRing Brands segment increased ~~$38.4~~$24.1 million, or ~~16%~~9%, for the three months ended December 31, ~~2020,~~2021, when compared to the prior year period. Sales of Premier Protein products were up ~~$35.4~~$10.8 million, or ~~17%~~5%, ~~with volume up 22%. Volume increases were~~ driven by higher ~~RTD protein shake product volumes which primarily related to distribution gains, new product introductions and increased promotional activity. Average~~average net selling ~~prices decreased in the three months December 31, 2020 due to increased promotional spending. Sales of~~ ~~Dymatize~~ ~~products were up $4.4 million, or 16%, with volume up 10%. Volumes increased primarily due to higher club, eCommerce and mass channel volumes, partially offset by lower international volumes.~~prices. Average net selling prices increased in the three months ended December 31, ~~2020~~2021 due to adecreased promotional spending and targeted price increases. These positive impacts were partially offset by volume decreases of 6%, which were primarily the result of supply constraints and reduced demand-driving promotional activity. Sales of Dymatize products were up $12.9 million, or 41%, with volume up 8%. Average net selling prices increased in the three months ended December 31, 2021 due to decreased promotional spending, favorable ~~product mix.~~mix and targeted price increases. Sales of all other products were ~~down $1.4~~up $0.4 million.

Segment profit ~~decreased $1.5~~increased $2.8 million, or 3%6%, for the three months ended December 31, ~~2020,~~2021, when compared to the prior year period. This ~~decrease~~increase was primarily driven by higher net sales, as previously discussed, and reduced advertising and promotional spend of $1.1 million. These positive impacts were partially offset by higher net product costs of ~~$6.0~~$29.8 million asdue to unfavorable raw ~~materials~~material and freight costs, ~~were partially offset by lower manufacturing costs. Segment~~higher employee-related costs, and costs related to the separation from Post of $2.0 million. Additionally, prior year segment profit was ~~also~~ negatively impacted by restructuring and facility closure costs of $4.7 million. ~~These negative impacts were partially offset by higher net sales, as previously discussed, and lower IPO-related transaction costs~~

Table of ~~$1.5 million.~~Contents

Other Items

General Corporate Expenses and Other


		Three Months Ended December 31,							Three Months Ended December 31,
					favorable/(unfavorable)								favorable/(unfavorable)
dollars in millions	dollars in millions		2020		2019		$ Change			% Change		dollars in millions	2021		2020		$ Change		% Change
General corporate expenses and other	General corporate expenses and other		$	13.8	$	27.4	$	13.6		50	%	General corporate expenses and other	$	46.1	$	13.8	$	(32.3)	(234)	%

General corporate expenses and other ~~decreased $13.6~~increased $32.3 million, or ~~50%~~234%, for the three months ended December 31, ~~2020,~~2021, when compared to the prior year period, primarily driven by increased net ~~gains~~losses related to mark-to-market adjustments on economic hedges and warrant liabilities of ~~$10.3~~$21.6 million (compared to gains in the prior year period), decreased gains related to mark-to-market adjustments on equity securities of ~~$7.9 million, lower third party transaction costs of $1.5~~$8.8 million and ~~a net gain on assets held for sale~~higher stock-based compensation of ~~$0.6 million (comprised of a gain of $0.7 million related to our Weetabix segment, partially offset by a loss of $(0.1) million related to our Post Consumer Brands segment).~~$1.9 million. These ~~positive~~negative impacts were partially offset by ~~increased~~decreased losses related to mark-to-market adjustments on deferred compensation of $2.3 million, an adjustment to our gain on bargain purchase of $2.3 million related to our prior year acquisition of Henningsen and higher employee-related expenses (including stock-based compensation of $2.2 million).$2.4 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.


	Three Months Ended December 31,
						favorable/(unfavorable)
dollars in millions		2021		2020		$ Change
Post Consumer Brands		$	5.4	$	0.3	$	(5.1)



BellRing Brands		—		4.7		4.7
		$	5.4	$	5.0	$	(0.4)

(Gain) Loss on Assets Held for Sale

The table below shows the amount of net (gains) losses on assets held for sale attributable to each segment. These amounts are excluded from the measure of segment profit and are included in general corporate expenses and other. For additional information on ~~restructuring costs, refer to~~our assets held for sale, see Note 5 within “Notes to Condensed Consolidated Financial Statements.”


		Three Months Ended December 31,					Three Months Ended December 31,
								favorable/(unfavorable)							favorable/(unfavorable)
dollars in millions	dollars in millions		2020		2019			$ Change		dollars in millions	2021		2020		$ Change
Post Consumer Brands	Post Consumer Brands		$	0.3	$	0.6		$	0.3	Post Consumer Brands	$	—	$	0.1	$	0.1
Weetabix	Weetabix		—		(0.1)			(0.1)		Weetabix	—		(0.7)		(0.7)
Foodservice										Foodservice	(9.8)		—		9.8

BellRing Brands			4.7		—			(4.7)
			$	5.0	$	0.5		$	(4.5)		$	(9.8)	$	(0.6)	$	9.2

Loss on Sale of Business

During the three months ended December 31, 2021, we recorded a loss of $6.7 million related to the WEF Transaction. This amount is excluded from the measure of segment profit and is included in general corporate expenses and other. Prior to the WEF Transaction, operating results were previously reported in the Refrigerated Retail segment. For additional information on loss of sale of business, see Note 5 within “Notes to Condensed Consolidated Financial Statements.”

LIQUIDITY AND CAPITAL RESOURCES

We completed the following activities during the three months ended December 31, 2021 (for additional information, see Notes 3, 14 and 17 within “Notes to Condensed Consolidated Financial Statements”) impacting our liquidity and capital resources:

•$500.0 million additional principal value issued of 5.50% senior notes;

•$90.1 million outstanding principal repaid by BellRing LLC on its term loan (the “BellRing Term B Facility”);

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~~LIQUIDITY AND CAPITAL RESOURCES~~

In connection with managing our capital structure, we completed the following activities during the three months ended December 31, 2020 (for additional information, see Notes 16 and 18 within “Notes to Condensed Consolidated Financial Statements”):

•~~1.7~~1.5 million shares of our common stock repurchased at an average share price of ~~$93.45~~$103.39 per share for a total cost of ~~$159.9~~$155.0 million, ~~(including amounts settled subsequent to the end of the period),~~ including broker’s commissions;

•~~$47.5~~0.8 million ~~received in connection with share repurchase contracts entered into in the fourth quarter~~shares of ~~fiscal 2020;~~

•~~$37.5 million outstanding principal value repaid~~BellRing Class A Common Stock repurchased by BellRing ~~on its term loan (the “BellRing Term B Facility”);~~at an average share price of $23.36 per share for a total cost of $18.1 million, including broker’s commissions; and

•~~$20.0 million borrowed by~~entered into a second amendment to our amended and restated credit agreement (the “Credit Agreement”)to, among other provisions, facilitate the BellRing ~~under its~~Separation, the BellRing Distribution and the BellRing Merger and to, among other things, change the reference interest rate applicable to revolving ~~credit facility (the “BellRing Revolving Credit Facility”~~loan borrowings in United States (“U.S.”) Dollars from London Interbank Offered Rate (“LIBOR”) to a rate based on the secured overnight financing rate (“SOFR”).

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


		Three Months Ended December 31,					Three Months Ended December 31,
dollars in millions	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	$	114.5��	$	108.4	Operating activities	$	106.1	$	114.5
Investing activities	Investing activities	(41.5)		(75.8)		Investing activities	3.2		(41.5)
Financing activities	Financing activities	(154.5)		(274.9)		Financing activities	227.4		(154.5)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	Effect of exchange rate changes on cash, cash equivalents and restricted cash	6.6		2.9		Effect of exchange rate changes on cash, cash equivalents and restricted cash	(0.8)		6.6
Net decrease in cash, cash equivalents and restricted cash		$	(74.9)	$	(239.4)
Net increase (decrease) in cash, cash equivalents and restricted cash						Net increase (decrease) in cash, cash equivalents and restricted cash	$	335.9	$	(74.9)

Historically, we have generated and expect to continue to generate positive cash flows from operations. We believe our cash on hand, cash flows from operations and current and possible future credit facilities will be sufficient to satisfy our future working capital requirements, interest payments, research and development activities, capital expenditures, pension contributions and other financing requirements for the foreseeable future. Our ability to generate positive cash flows from operations is dependent on general economic conditions, competitive pressures and other business risk factors. As a result of uncertainties in the near-term outlook for our business caused by the COVID-19 pandemic, we have taken steps across the organization to limit discretionary expenses and re-prioritize our capital projects and we continue to focus on cash flow generation. We temporarily suspended our share repurchase program and borrowed under our revolving credit facilities in order to increase our cash position and financial flexibility in the second quarter of fiscal 2020. As a result of our strong operating cash flows and our healthy liquidity position, in the third quarter of fiscal 2020, we were able to resume our share repurchase program in May 2020 and repaid such borrowings under our revolving credit facilities prior to the end of fiscal 2020. We believe that we have sufficient liquidity and cash on hand to satisfy our cash needs. Additionally, we expect to generate positive cash flows from the operations of our diverse businesses; however, we continue to evaluate and take action, as necessary, to preserve adequate liquidity, navigate the uncertainty caused by the pandemic and ensure that our business can continue to operate during these uncertain times. If we are unable to generate sufficient cash flows from operations, or are otherwise unable to comply with the terms of our credit facilities, we may be required to seek additional financing alternatives, which may require waivers under our ~~amended and restated credit agreement (the “Credit Agreement”)~~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 1614 within “Notes to Condensed Consolidated Financial Statements.”

Short-term financing needs primarily consist of working capital requirements and principal and interest payments on our long-term debt. Long-term financing needs will depend largely on potential growth opportunities, including acquisition activity and 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 repurchase shares of 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 ~~Food & Provisions, Inc. (“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 our assets and the assets of our subsidiary guarantors, but excluding, in each case, real property.

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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.~~subsidiaries, PHPC and PHPC Sponsor. These guarantees are subject to release in certain circumstances.

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

Obligations under ~~BellRing’s~~BellRing LLC’s credit agreement ~~(the~~(as amended, restated or amended and restated, the “BellRing Credit Agreement”) are unconditionally guaranteed by the existing and subsequently acquired or organized domestic subsidiaries of

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BellRing LLC (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries of BellRing LLC it designates as unrestricted subsidiaries) and are secured by security interests in substantially all of the assets of BellRing LLC and the assets of its subsidiary guarantors (other than real property), subject to limited exceptions. We and our subsidiaries (other than BellRing LLC and certain of its subsidiaries) are not obligors or guarantors under the BellRing Credit Agreement.

Operating Activities

Cash provided by operating activities for the three months ended December 31, ~~2020 increased $6.1~~2021 decreased $8.4 million compared to the prior year period, driven by ~~higher cash outflows for inventory~~lower net income and an increase in the ~~prior~~current year ~~period for~~inventory balance within our ~~BellRing~~Post Consumer Brands ~~and Weetabix segments, as well as a decrease in cash settlements paid of $16.4 million related to our interest rate swaps. These positive impacts were~~segment, partially offset by ~~lower segment profit driven by~~favorable changes in the fluctuations in the timing of sales and collections of trade receivables within our Foodservice, Post Consumer Brands and Refrigerated Retail segments, the timing of payments of trade accounts payables within our Foodservice segment, ~~higher~~and lower interest payments of ~~$29.3~~$14.3 million.

Investing Activities

Three months ended December 31, 2021

Cash provided by investing activities for the three months ended December 31, 2021 was $3.2 million, ~~(driven~~primarily driven by ~~debt entered into in fiscal 2020,~~proceeds from the sale of a business and property and assets held for sale of $50.1 million and $14.4 million, respectively, partially offset by ~~interest~~capital expenditures of $57.9 million and cash paid related to investments in partnerships of $3.3 million. Capital expenditures in the ~~first quarter of fiscal 2020~~period primarily related to ~~former holders of shares of Bob Evans Farms, Inc. (“Bob Evans”) common stock who demanded appraisal of their shares under Delaware law)~~ongoing projects in our Post Consumer Brands, Foodservice and ~~higher tax payments (net of refunds) of $6.7 million.~~

~~Investing Activities~~Refrigerated Retail segments.

Three months ended December 31, 2020

Cash used in investing activities for the three months ended December 31, 2020 was $41.5 million, primarily ~~driven by~~consisting of capital expenditures of $53.9 million and purchases of equity securities of $5.0 million, partially offset by proceeds from the sale of property and assets held for sale of $16.4 million. Capital expenditures in the period primarily related to ~~on-going~~ongoing projects in our Post Consumer Brands, Foodservice and Refrigerated Retail segments.

Financing Activities

Three months ended December 31, ~~2019~~2021

Cash ~~used in investing~~provided by financing activities for the three months ended December 31, ~~2019~~2021 was ~~$75.8~~$227.4 million. We received proceeds of $500.0 million ~~primarily consisting~~and a premium of ~~capital expenditures~~$17.5 million from the additional issuance of ~~$77.3 million. The largest individual capital expenditure project~~our 5.50% senior notes. We paid $3.6 million in debt issuance costs and deferred financing fees in connection with the ~~period related to~~issuance of our 5.50% senior notes issuance and the ~~purchase~~amendment of ~~a previously leased manufacturing plant in Sulphur Springs, Texas.~~

~~Financing Activities~~our Credit Agreement. BellRing LLC repaid $90.1 million of outstanding principal under the BellRing Term B Facility. We paid $159.0 million, including broker’s commissions, for the repurchase of shares of our common stock, which included repurchases of shares of our common stock that were accrued at September 30, 2021 and did not settle until fiscal 2022. Additionally, BellRing paid $18.1 million, including broker’s commissions, for its repurchase of BellRing Class A Common Stock.

Three months ended December 31, 2020

Cash used in financing activities for the three months ended December 31, 2020 was $154.5 million. We paid $165.3 million, including broker’s commissions, for the repurchase of shares of our common stock, which included repurchases of shares of our 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. BellRing LLC made principal payments on the BellRing Term B Facility of $37.5 million and borrowed $20.0 million under the BellRing Revolving Credit Facility.

~~Three months ended December 31, 2019~~

Cash used in financing activities for the three months ended December 31, 2019 was $274.9 million. BellRing Brands, Inc. received $524.4 million net proceeds from the IPO, after deducting discounts and commissions. We borrowed $1,225.0 million under the 2020 Bridge Loan, BellRing borrowed $700.0 million under the BellRing Term B Facility, at a discount of $14.0 million, and BellRing borrowed $120.0 million under the BellRing Revolving Credit Facility, which resulted in total proceeds from the issuance of long-term debt of $2,031.0 million. In connection with these borrowings, we paid $28.2 million in debt issuance costs and deferred financing fees. BellRing repaid the outstanding principal balance on the 2020 Bridge Loan which it assumed from us in connection with the IPO, we repaid the outstanding principal balance on our term loan and BellRing repaid $40.0 million outstanding principal borrowings on the BellRing Revolving Credit Facility, which resulted in total repayments of long-term debt of $2,574.5 million. In connection with the IPO, we were refunded $15.3 million of debt issuance costs paid in connection with the 2020 Bridge Loan. We paid $231.8 million, including broker’s commissions, for the repurchase of shares of our common stock, which included repurchases of common stock that were accrued at September 30, 2019 and did not settle until fiscal 2020.

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Debt Covenants

Credit Agreement

Under the terms of our Credit Agreement, we are required to comply with a financial covenant consisting of a secured net leverage ratio (as defined in the Credit Agreement) not to exceed 4.25 to 1.00, measured as of the last day of any fiscal quarter, if, as of the last day of such fiscal quarter, the aggregate outstanding amount of all revolving credit loans, swing line loans and letter of credit obligations (subject to certain exceptions specified in the Credit Agreement) exceeds 30% of our revolving credit commitments. As of December 31, ~~2020,~~2021, we were not required to comply with such financial covenant as the aggregate amount

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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

Under the terms of the BellRing Credit Agreement, BellRing LLC is required to comply with a financial covenant requiring BellRing LLC 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 LLC did not exceed this threshold as of December 31, ~~2020.~~2021. We do not believe non-compliance is reasonably likely in the foreseeable future.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our critical accounting policies and estimates are more fully described in our Annual Report on Form 10-K for the year ended September 30, ~~2020,~~2021, as filed with the Securities and Exchange Commission ( the “SEC”) on November ~~20, 2020.~~19, 2021. There have been no significant changes to our critical accounting policies and estimates since September 30, ~~2020.~~2021.

RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS

See Note 2 within “Notes to Condensed Consolidated Financial Statements” for a discussion regarding recently issued and adopted 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~~businesses 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 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, workforce availability, the health and safety of our employees, operating costs, demand for our foodservice and on-the-go products, the global economy and capital markets and our operations generally;

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

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

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

•our ability to hire and retain talented personnel, increases in labor-related costs, 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;

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

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•our ability to anticipate and respond to changes in consumer and customer preferences and 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;

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

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

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

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

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

•our ability to ~~promptly~~successfully execute the proposed distribution of our interest in BellRing and ~~effectively~~ realize the strategic and financial benefits ~~expected as~~from the proposed transactions;

•the possibility that PHPC, a ~~result~~publicly-traded special purpose acquisition company in which we indirectly own an interest (through PHPC Sponsor, our wholly-owned subsidiary), 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;

•conflicting interests or the appearance of ~~the IPO of a minority interest in our BellRing Brands business, which consists~~conflicting interests resulting from several of our ~~historical active nutrition business;~~directors and officers also serving as directors or officers of one or more of our related companies;

•impairment in the carrying value of goodwill or other ~~intangibles;~~intangibles, or other-than-temporary impairment in the carrying value of investments in unconsolidated subsidiaries;

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

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

•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;

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

•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 businesses;

•~~the impact of the United Kingdom’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;

•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, ~~ability~~BellRing’s and ~~BellRing’s~~PHPC’s ability to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002; and

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•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, ~~2020,~~2021, filed with the SEC on November ~~20, 2020.~~19, 2021.

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 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 $14 million and ~~$11~~$17 million as of December 31, ~~2020~~2021 and September 30, ~~2020,~~2021, respectively. This volatility analysis ignores changes in the exposures inherent in the underlying hedged transactions. Because the Company does not hold or trade derivatives for speculation or profit, all changes in derivative values are effectively offset by corresponding changes in the underlying exposures.

For more information regarding the Company’s commodity derivative contracts, refer to Note 12 within “Notes to Condensed Consolidated Financial Statements.”

Foreign Currency Risk

Related to its foreign subsidiaries, the Company is exposed to risks of fluctuations in future cash flows and earnings due to changes in exchange rates. To mitigate these risks, the Company uses a combination of foreign exchange contracts, which may consist of options, forward contracts and currency swaps. As of December 31, ~~2020,~~2021, a hypothetical 10% adverse change in the expected Euro-GBP ~~and USD-GBP~~ exchange rates would have reduced the fair value of the Company’s foreign currency-related derivatives portfolio by an immaterial amount and approximately $3 million, respectively. As of September 30, 2020, a hypothetical 10% adverse change in the expected Euro-GBP and USD-GBP exchange rates would have reduced the fair value of the Company’samount. The Company did not hold any foreign currency related derivatives ~~portfolio by~~ ~~an immaterial amount and approximately $3 million, respectively~~.at September 30, 2021.

For additional information regarding the Company’s foreign currency derivative contracts, refer to Note 12 within “Notes to Condensed Consolidated Financial Statements.”

Interest Rate Risk

Long-term debt

As of December 31, ~~2020,~~2021, the Company had outstanding principal value of indebtedness of ~~$7,032.2~~$7,467.5 million related to its senior notes, a municipal bond and the BellRing Term B ~~Facility and the BellRing Revolving Credit~~ Facility. At December 31, ~~2020,~~2021, Post’s revolving credit facility and the BellRing Revolving Credit Facility had available borrowing capacity of ~~$730.6~~$728.6 million and ~~$150.0~~$200.0 million, respectively. Of the total ~~$7,032.2~~$7,467.5 million of outstanding indebtedness, $6,337.5 million bears interest at a weighted-average fixed interest rate of 5.2%. 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$6,940.2 million bore interest at a weighted-average fixed interest rate of ~~5.2%~~5.1%. As of September 30, 2021, the Company had principal value of indebtedness of $7,057.6 million, related to its senior notes, a municipal bond and the BellRing Term B Facility. Of the total $7,057.6 million of outstanding indebtedness, $6,440.2 million bore interest at a weighted-average fixed interest rate of 5.1%.

As of December 31, ~~2020~~2021 and September 30, ~~2020,~~2021, the fair value of the Company’s ~~total~~ debt, excluding any outstanding borrowings under the municipal bond, was ~~$7,331.5~~$7,661.8 million and ~~$7,277.8~~$7,210.5 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 ~~$12~~$39 million and ~~$14~~$38 million as of December 31, ~~2020~~2021 and September 30, ~~2020,~~2021, 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 during each of the three months ended December 31, 2021 and 2020.

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~~both interest expense and interest paid on variable rate debt by an immaterial amount for both the three months ended December 31, 2020 and 2019.~~

For additional information regarding the Company’s debt, refer to Note 1614 within “Notes to Condensed Consolidated Financial Statements.”

Interest rate swaps

As of both December 31, ~~2020~~2021 and September 30, ~~2020,~~2021, the Company had interest rate swaps with a notional value of ~~$2,720.6 million and $2,721.0 million, respectively.~~$2,099.3 million. A hypothetical 10% adverse change in interest rates would have decreased the fair value of the interest rate swaps by approximately ~~$23 million and $19~~$11 million as of both December 31, ~~2020~~2021 and September 30, ~~2020, respectively.~~2021.

For additional information regarding the Company’s interest rate swap contracts, refer to Note 12 within “Notes to Condensed Consolidated Financial Statements.”

~~PART II. OTHER INFORMATION.~~

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control Over Financial Reporting

There were no significant changes in the Company’s internal control over financial reporting during the quarter ended December 31, 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.

For information regarding our legal proceedings, refer to “Legal Proceedings” in Note 1415 within “Notes to Condensed Consolidated Financial Statements” inwithin Item 1 of Part I ~~Item 1~~ of this report, which is incorporated herein by reference.

Pursuant to Securities and Exchange Commission (“SEC”) regulations, the Company is required to disclose certain information about environmental proceedings with a governmental entity as a party if the Company reasonably believes such proceedings may result in monetary sanctions, exclusive of interest and costs, above a stated threshold. Pursuant to such SEC regulations, the Company has elected to use a threshold of $1.0 million for purposes of determining whether disclosure of any such proceedings is required. Applying this threshold, there are no such environmental proceedings to disclose for the ~~three months ended December 31, 2020.~~period covered by this report.

ITEM 1A. RISK FACTORS.

In addition to the information set forth elsewhere in this Quarterly Report on Form 10-Q (the “Quarterly Report”), you should carefully consider the risk factors we previously disclosed in our Annual Report on Form 10-K, filed with the SEC on November ~~20, 2020,~~19, 2021, as of and for the year ended September 30, ~~2020.~~2021 (the “Annual Report”). 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.

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~~ITEM 4. CONTROLS AND PROCEDURES.~~

~~Evaluation of Disclosure Controls and Procedures~~

~~Changes in Internal Control Over Financial Reporting~~

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

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

The following table sets forth information with respect to shares of our common stock that we purchased during the ~~three months~~fiscal quarter ended December 31, ~~2020:~~2021:

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


Period	Total Number of Shares Purchased	Average Price Paid per Share (a)	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b)	Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (a)(b)
October 1, 2021 - October 31, 2021	463,908	$106.01	463,908	$206,118,893
November 1, 2021 - November 30, 2021	709,192	$103.29	709,192	$362,275,221
December 1, 2021 - December 31, 2021	326,198	$99.82	326,198	$329,714,062
Total	1,499,298	$103.37	1,499,298	$329,714,062

(a)Does not include broker’s commissions.

(b)On ~~August 4, 2020,~~February 2, 2021, our Board of Directors approved an authorization ~~for the Company~~ to repurchase up to $400,000,000 of shares of our common stock effective ~~August 8, 2020~~February 6, 2021 (the ~~“Existing~~“Prior Authorization”). The ~~Existing~~Prior Authorization had an expiration date of ~~August 8, 2022.~~February 6, 2023. On ~~February 2,~~November 17, 2021, our Board of Directors terminated the ~~Existing~~Prior Authorization effective ~~February 5,~~November 19, 2021 and approved a new authorization to repurchase up to $400,000,000 of shares of our common stock effective ~~February 6,~~November 20, 2021 (the “New Authorization”). The New Authorization expires on ~~February 6,~~November 20, 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~~As of November 19, 2021, the approximate dollar value of shares that could ~~have been repurchased~~yet be purchased under the ~~Existing Authorization.~~Prior Authorization was $170,594,574.

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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

*2.1						Transaction Agreement and Plan of Merger, dated as of October 26, 2021, by and among Post Holdings, Inc., BellRing Brands, Inc., BellRing Distribution, LLC and BellRing Merger Sub Corporation (Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on October 27, 2021)

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 3.1 to the Company’s Form 8-K filed on 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						†~~10.51~~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)

†10.46						Second Amendment to the Amended and Restated Post Holdings, Inc. Deferred Compensation Plan for Key Employees, effective October 1, 2021

†10.47						Post Holdings, Inc. Executive Severance Plan, as Amended and Restated, effective November 16, 2021

†10.48						Post Holdings, Inc. 2021 Long-Term Incentive Plan, effective November 17, 2021

†10.49						Form of Restricted Stock Unit Agreement

†10.50						Form of Performance-Based ~~Stock-Settled~~ Restricted Stock Unit Agreement

10.51						Second Amendment to Second Amended and Restated Credit Agreement and First Amendment to Second Amended and Restated Guarantee and Collateral Agreement, dated as of December 17, 2021, by and among Post Holdings, Inc., as borrower, certain of its subsidiaries, as guarantors, the institutions constituting the Required Lenders and Barclays Bank PLC, as administrative agent (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on ~~November 23, 2020)~~December 21, 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 February ~~5, 2021~~4, 2022

31.2						Certification of Jeff A. Zadoks pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February ~~5, 2021~~4, 2022

32.1						Certification of Robert V. Vitale and Jeff A. Zadoks, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated February ~~5, 2021~~4, 2022

101						Interactive Data File (Form 10-Q for the quarterly period ended December 31, ~~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 December 31, ~~2020,~~2021, formatted in iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101

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*			Exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the Securities and Exchange Commission (the “SEC”) a copy of any omitted exhibit or schedule upon request by the SEC.
†			These exhibits constitute management contracts, compensatory plans and arrangements.

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SIGNATURES

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


		POST HOLDINGS, INC.
Date:	February ~~5, 2021~~4, 2022	By:	/s/ Jeff A. Zadoks
			Jeff A. Zadoks
			EVP and Chief Financial Officer (Principal Financial Officer)

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

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


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

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


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

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