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 March 31, ~~2021~~2022

☐ 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 – ~~63,629,827~~60,744,679 shares as of May ~~3, 2021~~2, 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 Income ~~(Loss)~~ (Unaudited).	2

	Condensed Consolidated Balance Sheets (Unaudited).	3

	Condensed Consolidated Statements of Cash Flows (Unaudited).	4

	Condensed Consolidated Statements of Shareholders’ Equity (Unaudited).	5

	Notes to Condensed Consolidated Financial Statements (Unaudited).	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations.~~Operations	2830

Item 3.	Quantitative and Qualitative Disclosures About Market ~~Risk.~~Risk	4144

Item 4.	Controls and ~~Procedures.~~Procedures	4245

PART II.	OTHER INFORMATION

Item 1.	Legal ~~Proceedings.~~Proceedings	4245

Item 1A.	Risk ~~Factors.~~Factors	4345

Item 2.	Unregistered Sales of Equity Securities and Use of ~~Proceeds.~~Proceeds	4447

Item 6.	~~Exhibits.~~Exhibits	4548

	~~SIGNATURES.~~SIGNATURES	4650

Table of Contents

PART I. FINANCIAL INFORMATION.

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED).

POST HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in millions, except per share data)


		Three Months Ended March 31,				Six Months Ended March 31,					Three Months Ended March 31,				Six Months Ended March 31,
		2021		2020		2021		2020			2022		2021		2022		2021
Net Sales	Net Sales	$	1,483.3	$	1,494.2	$	2,941.3	$	2,951.0	Net Sales	$	1,409.7	$	1,201.5	$	2,747.2	$	2,377.3
Cost of goods sold	Cost of goods sold	1,032.3		1,055.4		2,034.9		2,040.7		Cost of goods sold	1,031.2		837.5		2,037.0		1,649.8
Gross Profit	Gross Profit	451.0		438.8		906.4		910.3		Gross Profit	378.5		364.0		710.2		727.5
Selling, general and administrative expenses	Selling, general and administrative expenses	249.4		245.0		500.5		480.3		Selling, general and administrative expenses	235.4		201.2		455.9		414.0
Amortization of intangible assets	Amortization of intangible assets	58.5		40.0		99.1		80.1		Amortization of intangible assets	36.4		35.3		72.9		70.0

Other operating (income) expenses, net		(2.0)		0.3		(4.6)		0.4

Other operating expense (income), net										Other operating expense (income), net	6.7		(2.0)		3.2		(4.5)
Operating Profit	Operating Profit	145.1		153.5		311.4		349.5		Operating Profit	100.0		129.5		178.2		248.0
Interest expense, net	Interest expense, net	94.8		94.0		191.4		196.9		Interest expense, net	87.2		83.5		170.0		167.3
Loss on extinguishment and refinancing of debt, net		94.7		60.0		94.7		72.9
(Income) expense on swaps, net		(185.6)		224.6		(227.2)		163.2
Other income, net		(6.1)		(3.3)		(16.9)		(6.5)
Earnings (Loss) before Income Taxes and Equity Method Loss		147.3		(221.8)		269.4		(77.0)
Income tax expense (benefit)		29.5		(47.1)		52.7		(16.7)
Loss on extinguishment of debt, net										Loss on extinguishment of debt, net	19.3		93.2		19.3		93.2
Income on swaps, net										Income on swaps, net	(128.2)		(185.6)		(91.3)		(227.2)
Gain on investment in BellRing										Gain on investment in BellRing	(447.7)		—		(447.7)		—
Other expense (income), net										Other expense (income), net	1.7		(6.1)		(1.2)		(16.9)
Earnings before Income Taxes and Equity Method Loss										Earnings before Income Taxes and Equity Method Loss	567.7		144.5		529.1		231.6
Income tax expense										Income tax expense	21.1		28.6		8.3		43.5
Equity method loss, net of tax	Equity method loss, net of tax	7.0		11.1		14.9		18.4		Equity method loss, net of tax	18.7		7.0		37.3		14.9
Net Earnings (Loss) Including Noncontrolling Interests		110.8		(185.8)		201.8		(78.7)
Less: Net earnings attributable to noncontrolling interests		0.9		5.6		10.7		13.5
Net Earnings (Loss)		$	109.9	$	(191.4)	$	191.1	$	(92.2)
Net Earnings from Continuing Operations, Including Noncontrolling Interests										Net Earnings from Continuing Operations, Including Noncontrolling Interests	527.9		108.9		483.5		173.2
Less: Net earnings attributable to noncontrolling interests from continuing operations										Less: Net earnings attributable to noncontrolling interests from continuing operations	2.3		0.2		2.6		0.5
Net Earnings from Continuing Operations										Net Earnings from Continuing Operations	525.6		108.7		480.9		172.7
Net (loss) earnings from discontinued operations, net of tax and noncontrolling interest										Net (loss) earnings from discontinued operations, net of tax and noncontrolling interest	(2.3)		1.2		21.6		18.4
Net Earnings										Net Earnings	$	523.3	$	109.9	$	502.5	$	191.1

Earnings (Loss) per Common Share:
Earnings from Continuing Operations per Common Share:										Earnings from Continuing Operations per Common Share:
Basic	Basic	$	1.71	$	(2.76)	$	2.94	$	(1.32)	Basic	$	8.51	$	1.69	$	7.81	$	2.66
Diluted	Diluted	$	1.69	$	(2.76)	$	2.90	$	(1.32)	Diluted	$	8.44	$	1.67	$	7.74	$	2.62

(Loss) Earnings from Discontinued Operations per Common Share:										(Loss) Earnings from Discontinued Operations per Common Share:
Basic										Basic	$	(0.04)	$	0.02	$	0.35	$	0.28
Diluted										Diluted	$	(0.04)	$	0.02	$	0.34	$	0.28
Earnings per Common Share:										Earnings per Common Share:
Basic										Basic	$	8.47	$	1.71	$	8.16	$	2.94
Diluted										Diluted	$	8.40	$	1.69	$	8.08	$	2.90
Weighted-Average Common Shares Outstanding:	Weighted-Average Common Shares Outstanding:									Weighted-Average Common Shares Outstanding:
Basic	Basic	64.1		69.3		64.9		70.0		Basic	61.7		64.1		62.1		64.9
Diluted	Diluted	65.1		69.3		66.0		70.0		Diluted	62.2		65.1		62.7		66.0

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

Table of Contents

POST HOLDINGS, INC.

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

(in millions)

Three Months Ended
March 31, Six Months Ended
March 31,
2021 2020 2021 2020
Net Earnings (Loss) Including Noncontrolling Interests $ 110.8 $ (185.8) $ 201.8 $ (78.7)
Pension and postretirement benefits adjustments:
Reclassifications to net earnings (loss) (0.2) (0.5) (0.4) (1.0)
Hedging adjustments:
Net gain on derivatives 0 55.8 0 22.5
Reclassifications to net earnings (loss) 0.6 (0.2) 1.1 7.0
Foreign currency translation adjustments:
Unrealized foreign currency translation adjustments 14.0 (109.5) 115.6 5.6
Tax benefit (expense) on other comprehensive income:
Pension and postretirement benefits adjustments:
Reclassifications to net earnings (loss) 0.1 0.1 0.2 0.2
Hedging adjustments:
Net gain on derivatives 0 (13.9) 0 (5.4)
Reclassifications to net earnings (loss) (0.1) 0 (0.2) (1.6)
Total Other Comprehensive Income (Loss) Including Noncontrolling Interests 14.4 (68.2) 116.3 27.3
Less: Comprehensive income attributable to noncontrolling interests 0.8 2.1 10.9 10.5
Total Comprehensive Income (Loss) $ 124.4 $ (256.1) $ 307.2 $ (61.9)


	Three Months Ended March 31,				Six Months Ended March 31,
	2022		2021		2022		2021
Net Earnings	$	523.3	$	109.9	$	502.5	$	191.1
Net earnings attributable to noncontrolling interests from continuing operations	2.3		0.2		2.6		0.5
Net earnings attributable to noncontrolling interest from discontinued operations	0.5		0.7		11.8		10.2
Net Earnings Including Noncontrolling Interests	526.1		110.8		516.9		201.8
Pension and postretirement benefits adjustments:

Reclassifications to net earnings	(0.5)		(0.2)		(1.0)		(0.4)

Hedging adjustments:

Reclassifications to net earnings	6.6		0.6		7.1		1.1

Foreign currency translation adjustments:
Unrealized foreign currency translation adjustments	(46.1)		14.0		(41.2)		115.6

Tax benefit (expense) on other comprehensive income:
Pension and postretirement benefits adjustments:
Reclassifications to net earnings	0.2		0.1		0.3		0.2
Hedging adjustments:

Reclassifications to net earnings	(1.8)		(0.1)		(1.8)		(0.2)

Total Other Comprehensive (Loss) Income Including Noncontrolling Interests	(41.6)		14.4		(36.6)		116.3
Less: Comprehensive income attributable to noncontrolling interests	4.3		0.8		15.7		10.9
Total Comprehensive Income	$	480.2	$	124.4	$	464.6	$	307.2

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

Table of Contents

POST HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions)


		March 31, 2021		September 30, 2020			March 31, 2022		September 30, 2021
ASSETS	ASSETS					ASSETS
Current Assets	Current Assets					Current Assets
Cash and cash equivalents	Cash and cash equivalents	$	740.5	$	1,187.9	Cash and cash equivalents	$	489.8	$	664.5
Restricted cash	Restricted cash	2.1		5.5		Restricted cash	3.5		7.1
Receivables, net	Receivables, net	554.8		441.6		Receivables, net	477.8		452.4
Inventories	Inventories	639.7		599.4		Inventories	517.5		476.6

Investment in BellRing						Investment in BellRing	447.7		—
Current assets of discontinued operations						Current assets of discontinued operations	—		385.7
Prepaid expenses and other current assets	Prepaid expenses and other current assets	128.4		53.4		Prepaid expenses and other current assets	127.2		99.8
Total Current Assets	Total Current Assets	2,065.5		2,287.8		Total Current Assets	2,063.5		2,086.1
Property, net	Property, net	1,776.6		1,779.7		Property, net	1,736.3		1,830.5
Goodwill	Goodwill	4,574.6		4,438.6		Goodwill	4,475.2		4,501.6
Other intangible assets, net	Other intangible assets, net	3,214.2		3,197.5		Other intangible assets, net	2,830.5		2,924.4
Equity method investments	Equity method investments	99.7		114.1		Equity method investments	33.4		70.7

Investments held in trust						Investments held in trust	345.0		345.0
Other assets of discontinued operations						Other assets of discontinued operations	—		308.4
Other assets	Other assets	410.4		329.0		Other assets	346.8		348.0
Total Assets	Total Assets	$	12,141.0	$	12,146.7	Total Assets	$	11,830.7	$	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	$	74.3	$	64.9	Current portion of long-term debt	$	1.1	$	1.1
Accounts payable	Accounts payable	406.5		367.9		Accounts payable	386.0		384.2

Current liabilities of discontinued operations						Current liabilities of discontinued operations	—		248.9
Other current liabilities	Other current liabilities	409.3		541.6		Other current liabilities	406.9		415.0
Total Current Liabilities	Total Current Liabilities	890.1		974.4		Total Current Liabilities	794.0		1,049.2
Long-term debt	Long-term debt	6,981.0		6,959.0		Long-term debt	6,105.9		6,441.6
Deferred income taxes	Deferred income taxes	858.5		784.5		Deferred income taxes	702.3		729.1

Other liabilities of discontinued operations						Other liabilities of discontinued operations	—		627.7
Other liabilities	Other liabilities	524.4		599.8		Other liabilities	435.2		507.9
Total Liabilities	Total Liabilities	9,254.0		9,317.7		Total Liabilities	8,037.4		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	4,237.7		4,182.9		Additional paid-in capital	4,711.7		4,253.5
Retained earnings	Retained earnings	399.7		208.6		Retained earnings	852.0		347.3
Accumulated other comprehensive income (loss)		86.8		(29.3)
Accumulated other comprehensive income						Accumulated other comprehensive income	7.3		42.9
Treasury stock, at cost	Treasury stock, at cost	(1,823.8)		(1,508.5)		Treasury stock, at cost	(2,095.4)		(1,902.2)
Total Shareholders’ Equity Excluding Noncontrolling Interests	Total Shareholders’ Equity Excluding Noncontrolling Interests	2,901.2		2,854.5		Total Shareholders’ Equity Excluding Noncontrolling Interests	3,476.5		2,742.4
Noncontrolling interests	Noncontrolling interests	(14.2)		(25.5)		Noncontrolling interests	11.8		11.8
Total Shareholders’ Equity	Total Shareholders’ Equity	2,887.0		2,829.0		Total Shareholders’ Equity	3,488.3		2,754.2
Total Liabilities and Shareholders’ Equity	Total Liabilities and Shareholders’ Equity	$	12,141.0	$	12,146.7	Total Liabilities and Shareholders’ Equity	$	11,830.7	$	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)


		Six Months Ended March 31,					Six Months Ended March 31,
		2021		2020			2022		2021
Cash Flows from Operating Activities	Cash Flows from Operating Activities					Cash Flows from Operating Activities
Net Earnings (Loss) Including Noncontrolling Interests		$	201.8	$	(78.7)
Adjustments to reconcile net earnings (loss) including noncontrolling interests to net cash provided by operating activities:
Net Earnings from Continuing Operations, Including Noncontrolling Interests						Net Earnings from Continuing Operations, Including Noncontrolling Interests	$	483.5	$	173.2
Adjustments to reconcile net earnings from continuing operations, including noncontrolling interests, to net cash provided by operating activities:						Adjustments to reconcile net earnings from continuing operations, including noncontrolling interests, to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	207.5		181.8		Depreciation and amortization	191.7		176.9
Unrealized (gain) loss on interest rate swaps and foreign exchange contracts, net		(242.5)		150.9
Unrealized gain on interest rate swaps, foreign exchange contracts and warrant liabilities, net						Unrealized gain on interest rate swaps, foreign exchange contracts and warrant liabilities, net	(97.0)		(241.1)
Gain on investment in BellRing						Gain on investment in BellRing	(447.7)		—

Loss on extinguishment and refinancing of debt, net		94.7		72.9
Loss on extinguishment of debt, net						Loss on extinguishment of debt, net	19.3		93.2

Non-cash stock-based compensation expense	Non-cash stock-based compensation expense	27.7		24.7		Non-cash stock-based compensation expense	31.6		24.2
Equity method loss, net of tax	Equity method loss, net of tax	14.9		18.4		Equity method loss, net of tax	37.3		14.9
Deferred income taxes	Deferred income taxes	53.6		(58.6)		Deferred income taxes	(21.2)		57.0
Other, net	Other, net	(11.4)		5.5		Other, net	2.4		(14.2)
Other changes in operating assets and liabilities, net of business acquisitions:
Other changes in operating assets and liabilities, net of held for sale assets and liabilities and business acquisitions:						Other changes in operating assets and liabilities, net of held for sale assets and liabilities and business acquisitions:
Increase in receivables, net	Increase in receivables, net	(104.1)		(90.4)		Increase in receivables, net	(32.2)		(79.2)
(Increase) decrease in inventories		(27.7)		9.9
Increase in inventories						Increase in inventories	(51.7)		(29.9)
Increase in prepaid expenses and other current assets	Increase in prepaid expenses and other current assets	(41.7)		(23.2)		Increase in prepaid expenses and other current assets	(28.0)		(40.7)
Increase in other assets		(9.1)		(16.9)
Decrease in accounts payable and other current liabilities		(16.4)		(111.1)
Increase in non-current liabilities		15.0		3.8
Decrease (increase) in other assets						Decrease (increase) in other assets	12.0		(10.5)
Increase (decrease) in accounts payable and other current liabilities						Increase (decrease) in accounts payable and other current liabilities	41.9		(49.9)
Decrease in non-current liabilities						Decrease in non-current liabilities	1.7		14.6
Net Cash Provided by Operating Activities - continuing operations						Net Cash Provided by Operating Activities - continuing operations	143.6		88.5

Net Cash (Used in) Provided by Operating Activities - discontinued operations						Net Cash (Used in) Provided by Operating Activities - discontinued operations	(1.6)		73.8
Net Cash Provided by Operating Activities	Net Cash Provided by Operating Activities	162.3		89.0		Net Cash Provided by Operating Activities	142.0		162.3

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	(153.7)		0		Business acquisitions, net of cash acquired	(0.1)		(153.7)
Additions to property	Additions to property	(99.4)		(117.5)		Additions to property	(102.5)		(98.9)

Proceeds from sale of property and assets held for sale	Proceeds from sale of property and assets held for sale	18.7		2.4		Proceeds from sale of property and assets held for sale	17.3		18.7
Proceeds from sale of business						Proceeds from sale of business	50.5		—

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

Investments in partnerships						Investments in partnerships	(8.2)		(17.1)

Purchases of equity securities		(5.0)		0
Investments in partnerships		(17.1)		0
Cross-currency swap cash settlements		0		52.7

Net Cash Used in Investing Activities - continuing operations						Net Cash Used in Investing Activities - continuing operations	(43.0)		(256.0)

Net Cash Used in Investing Activities - discontinued operations						Net Cash Used in Investing Activities - discontinued operations	(0.8)		(0.5)
Net Cash Used in Investing Activities	Net Cash Used in Investing Activities	(256.5)		(62.4)		Net Cash Used in Investing Activities	(43.8)		(256.5)

Cash Flows from Financing Activities	Cash Flows from Financing Activities					Cash Flows from Financing Activities
Proceeds from issuance of long-term debt		1,820.0		3,846.0
Proceeds from issuance of debt						Proceeds from issuance of debt	1,340.0		1,800.0

Repayments of long-term debt	Repayments of long-term debt	(1,794.6)		(3,731.5)		Repayments of long-term debt	(841.1)		(1,698.3)
Premium from issuance of debt						Premium from issuance of debt	17.5		—

Payments to appraisal rights holders		0		(3.8)
Purchases of treasury stock	Purchases of treasury stock	(322.7)		(437.8)		Purchases of treasury stock	(197.2)		(322.7)

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	(16.8)		(39.8)		Payments of debt issuance costs and deferred financing fees	(7.4)		(16.8)
Refund of debt issuance costs		0		15.3
Payments of debt premiums and refinancing fees		(75.8)		(49.8)

Payments of debt premiums						Payments of debt premiums	(24.1)		(74.3)

Cash received from share repurchase contracts	Cash received from share repurchase contracts	47.5		0		Cash received from share repurchase contracts	—		47.5
Distributions (to) from BellRing Brands, Inc., net						Distributions (to) from BellRing Brands, Inc., net	(547.2)		10.7
Other, net	Other, net	(20.3)		(7.1)		Other, net	(17.4)		(19.4)
Net Cash (Used in) Provided by Financing Activities		(362.7)		115.9
Net Cash Used in Financing Activities - continuing operations						Net Cash Used in Financing Activities - continuing operations	(276.9)		(273.3)
Net Cash Used in Financing Activities - discontinued operations						Net Cash Used in Financing Activities - discontinued operations	(149.5)		(89.4)
Net Cash Used in Financing Activities						Net Cash Used in Financing Activities	(426.4)		(362.7)

Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash	Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash	6.1		(0.4)		Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash	(2.7)		6.1
Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash		(450.8)		142.1
Cash, Cash Equivalents and Restricted Cash, Beginning of Year		1,193.4		1,054.5
Cash, Cash Equivalents and Restricted Cash, End of Period		$	742.6	$	1,196.6
Net Decrease in Cash, Cash Equivalents and Restricted Cash						Net Decrease in Cash, Cash Equivalents and Restricted Cash	(330.9)		(450.8)
Cash, Cash Equivalents and Restricted Cash from continuing operations, Beginning of Year						Cash, Cash Equivalents and Restricted Cash from continuing operations, Beginning of Year	671.6		1,144.7
Plus: Cash, Cash Equivalents and Restricted Cash from discontinued operations, Beginning of Year						Plus: Cash, Cash Equivalents and Restricted Cash from discontinued operations, Beginning of Year	152.6		48.7
Less: Cash, Cash Equivalents and Restricted Cash from discontinued operations, End of Period						Less: Cash, Cash Equivalents and Restricted Cash from discontinued operations, End of Period	—		33.2
Cash, Cash Equivalents and Restricted Cash from continuing operations, End of Period						Cash, Cash Equivalents and Restricted Cash from continuing operations, End of Period	$	493.3	$	709.4

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

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POST HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)

(in millions)


		As Of and For The Three Months Ended March 31,				As Of and For The Six Months Ended March 31,					As Of and For The Three Months Ended March 31,				As Of and For The Six Months Ended March 31,
		2021		2020		2021		2020			2022		2021		2022		2021

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

Additional Paid-in Capital	Additional Paid-in Capital									Additional Paid-in Capital
Beginning of period	Beginning of period	4,226.2		4,195.6		4,182.9		3,734.8		Beginning of period	4,247.7		4,226.2		4,253.5		4,182.9

Activity under stock and deferred compensation plans	Activity under stock and deferred compensation plans	(1.2)		0.3		(18.2)		(7.0)		Activity under stock and deferred compensation plans	1.1		(1.2)		(16.6)		(18.2)
Non-cash stock-based compensation expense	Non-cash stock-based compensation expense	12.7		12.5		25.5		23.6		Non-cash stock-based compensation expense	20.4		12.7		32.3		25.5
Cash received from share repurchase contracts	Cash received from share repurchase contracts	0		0		47.5		0		Cash received from share repurchase contracts	—		—		—		47.5
Initial public offering, net of tax		0		(1.4)		0		455.6

BellRing Spin-off										BellRing Spin-off	442.5		—		442.5		—
End of period	End of period	4,237.7		4,207.0		4,237.7		4,207.0		End of period	4,711.7		4,237.7		4,711.7		4,237.7
Retained Earnings	Retained Earnings									Retained Earnings
Beginning of period	Beginning of period	289.8		307.0		208.6		207.8		Beginning of period	326.6		289.8		347.3		208.6
Net earnings (loss)		109.9		(191.4)		191.1		(92.2)
Net earnings										Net earnings	523.3		109.9		502.5		191.1

Post Holdings Partnering Corporation deemed dividend										Post Holdings Partnering Corporation deemed dividend	2.1		—		2.2		—

End of period	End of period	399.7		115.6		399.7		115.6		End of period	852.0		399.7		852.0		399.7
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	(4.4)		26.2		(4.3)		26.6		Beginning of period	(11.3)		(4.4)		(10.9)		(4.3)
Net change in retirement benefits, net of tax	Net change in retirement benefits, net of tax	(0.1)		(0.4)		(0.2)		(0.8)		Net change in retirement benefits, net of tax	(0.3)		(0.1)		(0.7)		(0.2)
End of period	End of period	(4.5)		25.8		(4.5)		25.8		End of period	(11.6)		(4.5)		(11.6)		(4.5)
Hedging Adjustments, net of tax	Hedging Adjustments, net of tax									Hedging Adjustments, net of tax
Beginning of period	Beginning of period	70.6		25.1		70.3		44.5		Beginning of period	71.8		70.6		71.4		70.3
Net change in hedges, net of tax	Net change in hedges, net of tax	0.3		44.7		0.6		25.3		Net change in hedges, net of tax	3.0		0.3		3.4		0.6
End of period	End of period	70.9		69.8		70.9		69.8		End of period	74.8		70.9		74.8		70.9
Foreign Currency Translation Adjustments	Foreign Currency Translation Adjustments									Foreign Currency Translation Adjustments
Beginning of period	Beginning of period	6.1		(53.1)		(95.3)		(167.9)		Beginning of period	(12.4)		6.1		(17.6)		(95.3)
Foreign currency translation adjustments	Foreign currency translation adjustments	14.3		(109.0)		115.7		5.8		Foreign currency translation adjustments	(45.8)		14.3		(40.6)		115.7
BellRing Spin-off										BellRing Spin-off	2.3		—		2.3		—
End of period	End of period	20.4		(162.1)		20.4		(162.1)		End of period	(55.9)		20.4		(55.9)		20.4
Treasury Stock	Treasury Stock									Treasury Stock
Beginning of period	Beginning of period	(1,668.4)		(1,143.8)		(1,508.5)		(920.7)		Beginning of period	(2,057.2)		(1,668.4)		(1,902.2)		(1,508.5)
Purchases of treasury stock	Purchases of treasury stock	(155.4)		(206.0)		(315.3)		(429.1)		Purchases of treasury stock	(38.2)		(155.4)		(193.2)		(315.3)
End of period	End of period	(1,823.8)		(1,349.8)		(1,823.8)		(1,349.8)		End of period	(2,095.4)		(1,823.8)		(2,095.4)		(1,823.8)
Total Shareholders’ Equity Excluding Noncontrolling Interests	Total Shareholders’ Equity Excluding Noncontrolling Interests	2,901.2		2,907.1		2,901.2		2,907.1		Total Shareholders’ Equity Excluding Noncontrolling Interests	3,476.5		2,901.2		3,476.5		2,901.2
Noncontrolling Interests	Noncontrolling Interests									Noncontrolling Interests
Beginning of period	Beginning of period	(16.2)		(46.2)		(25.5)		11.4		Beginning of period	5.5		(16.2)		11.8		(25.5)
Initial public offering		0		1.4		0		(64.9)

Net earnings attributable to noncontrolling interests	Net earnings attributable to noncontrolling interests	0.9		5.6		10.7		13.5		Net earnings attributable to noncontrolling interests	0.7		0.9		12.2		10.7
Purchases of treasury stock										Purchases of treasury stock	—		—		(18.1)		—
Activity under stock and deferred compensation plans	Activity under stock and deferred compensation plans	0.1		0		(0.8)		0		Activity under stock and deferred compensation plans	—		0.1		(1.0)		(0.8)
Distribution to noncontrolling interest	Distribution to noncontrolling interest	0		0		(1.0)		0		Distribution to noncontrolling interest	—		—		—		(1.0)
Non-cash stock-based compensation expense	Non-cash stock-based compensation expense	1.1		0.8		2.2		1.1		Non-cash stock-based compensation expense	1.4		1.1		2.9		2.2
Net change in hedges, net of tax	Net change in hedges, net of tax	0.2		(3.0)		0.3		(2.8)		Net change in hedges, net of tax	1.8		0.2		1.9		0.3
Foreign currency translation adjustments	Foreign currency translation adjustments	(0.3)		(0.5)		(0.1)		(0.2)		Foreign currency translation adjustments	(0.3)		(0.3)		(0.6)		(0.1)
BellRing Spin-off										BellRing Spin-off	2.7		—		2.7		—
End of period	End of period	(14.2)		(41.9)		(14.2)		(41.9)		End of period	11.8		(14.2)		11.8		(14.2)
Total Shareholders’ Equity	Total Shareholders’ Equity	$	2,887.0	$	2,865.2	$	2,887.0	$	2,865.2	Total Shareholders’ Equity	$	3,488.3	$	2,887.0	$	3,488.3	$	2,887.0

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

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POST HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

NOTE 1 — BASIS OF PRESENTATION

These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), under the rules and regulations of the United States ~~(“U.S.~~(the “U.S.”) Securities and Exchange Commission (the “SEC”)~~, and on a basis substantially consistent~~. These unaudited condensed consolidated financial statements should be read in conjunction 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. 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.

On March 10, 2022, the Company completed its previously announced distribution of 80.1% of its ownership interest in BellRing Brands, Inc. (formerly known as BellRing Distribution, LLC) (“BellRing”) to Post’s shareholders (the “BellRing Distribution”, and such transaction, as well as the BellRing Contribution, the BellRing Merger, the Debt-for-Debt Exchange (as such terms are defined in Note 3) and the related transactions described in Note 3, the “BellRing Spin-off”). The BellRing Spin-off represented a strategic shift that had a major effect on the Company’s operations and consolidated financial results. Accordingly, the historical results of BellRing Intermediate Holdings, Inc. (formerly known as BellRing Brands, Inc.) (“Old BellRing“) and BellRing Distribution, LLC prior to the BellRing Spin-off have been presented as discontinued operations in the Company’s Condensed Consolidated Statements of Operations, Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flows. The Notes to Condensed Consolidated Financial Statements reflect continuing operations only, unless otherwise indicated. See Note 3 for additional information regarding the BellRing Spin-off and discontinued operations.

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~~

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

Recently Adopted

In ~~June 2016,~~October 2021, the ~~FASB~~Financial Accounting Standards Board (the “FASB”) issued ~~ASU 2016-13, “Financial Instruments - Credit Losses~~Accounting Standards Update (“ASU”) No. 2021-08, “Business Combinations (Topic ~~326)~~805): ~~Measurement of Credit Losses on Financial Instruments.~~Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” This ASU ~~provides guidance on the measurement of credit losses for most financial~~requires a company to recognize and measure contract assets and ~~certain other instruments. This~~contract liabilities acquired in a business combination in accordance with ASU ~~replaced~~No. 2014-19, “Revenue from Contracts with Customers (Topic 606)” as if it had originated 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.contracts. The Company early adopted this ASU on October 1, ~~2020. In conjunction with~~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 ~~updated its methodology for calculating its allowance for doubtful accounts.~~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” and ASU No. 2021-01, “Reference Rate Reform (Topic 848): Scope,” 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 Topic 848 are effective for all entities as of March 12, 2020 through December 31, 2022. The Company adopted Topic 848 on

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October 1, 2021. The adoption of Topic 848 did not have and is not expected to have a material impact on the Company’s consolidated financial statements and related disclosures.

NOTE 3 — BELLRING SPIN-OFF AND DISCONTINUED OPERATIONS

BellRing Spin-off

On March 9, 2022, pursuant to the Transaction Agreement and Plan of Merger, dated as of October 26, 2021 (as amended by Amendment No.1 to the Transaction Agreement and Plan of Merger, dated as of February 28, 2022, the “Spin-off Agreement”), by and among Post, Old BellRing, BellRing and BellRing Merger Sub Corporation, a wholly-owned subsidiary of BellRing (“BellRing Merger Sub”), Post contributed its share of Old BellRing Class B common stock, $0.01 par value per share, all of its BellRing Brands, LLC non-voting membership units and $550.4 of cash to BellRing in exchange for certain limited liability company interests of BellRing and the right to receive $840.0 in aggregate principal amount of BellRing’s 7.00% senior notes maturing 2030 (the “BellRing Notes” and such transactions, collectively, the “BellRing Contribution”).

On March 10, 2022, BellRing converted into a Delaware corporation and changed its name to “BellRing Brands, Inc.”, and Post consummated the BellRing Distribution, distributing an aggregate of 78.1 million, or 80.1%, of its shares of BellRing common stock, par value $0.01 per share (“BellRing Common Stock”), to Post shareholders of record as of the close of business, Central Time, on February 25, 2022 (the “Record Date”) in a pro-rata distribution. Post shareholders received 1.267788 shares of BellRing Common Stock for every one share of Post common stock held as of the Record Date. No fractional shares of BellRing Common Stock were issued and instead, cash in lieu of any fractional shares was paid to Post shareholders.

Immediately following the BellRing Spin-off, Post owned approximately 14.2% of the BellRing Common Stock and Post shareholders owned approximately 57.3% of the BellRing Common Stock. The former Old BellRing stockholders owned approximately 28.5% of the BellRing Common Stock, maintaining the same effective percentage ownership interest in the Old BellRing business as prior to the BellRing Spin-off. As a result of the BellRing Spin-off, the dual class voting structure in the BellRing business was eliminated. The BellRing Distribution was structured in a manner intended to qualify as a tax-free distribution to Post shareholders for U.S. federal income tax purposes, except to the extent of any cash received in lieu of fractional shares of BellRing Common Stock.

The Company incurred separation-related expenses of $25.9 and $28.4 during the three and six months ended March 31, 2022, respectively, which were included in “Selling, general and administrative expenses” within continuing operations in the Condensed Consolidated Statements of Operations. Old BellRing incurred separation-related expenses prior to the BellRing Spin-off of $2.3 and $4.3 during the three and six months ended March 31, 2022, respectively, which were included in “Net (loss) earnings from discontinued operations, net of tax and noncontrolling interest” in the Condensed Consolidated Statements of Operations. These expenses generally included third party costs for advisory services, fees charged by other service providers and government filing fees.

On March 17, 2022, the Company utilized proceeds received in connection with the BellRing Spin-off to redeem a portion of existing Post 5.75% senior notes (the “Debt-for-Debt Exchange”) (see Note 15).

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The following is a summary of BellRing’s assets and liabilities as ofMarch 10, 2022.


	March 10, 2022
Assets
Cash and cash equivalents (a)	$	50.6
Receivables, net	120.0
Inventories	146.1
Prepaid expenses and other current assets	17.0


Property, net	8.7
Goodwill	65.9
Other intangible assets, net	214.4
Other assets	10.3
Total Assets	633.0

Liabilities
Current portion of long-term debt	—
Accounts payable	69.5
Other current liabilities	40.5


Long-term debt	938.8
Deferred income taxes (b)	6.3
Other liabilities	9.5
Total Liabilities	1,064.6

BellRing Net Assets	$	(431.6)

(a)Excludes $115.5 of merger consideration paid to former Old BellRing stockholders immediately following the completion of the BellRing Distribution.

(b)Excludes $127.1 related to Post’s investment in BellRing Brands, LLC, which was contributed to BellRing and subsequently eliminated immediately following the completion of the BellRing Distribution.

As a result of the BellRing Spin-off, the Company recorded a $442.5 adjustment to additional paid-in capital, which included BellRing net assets of $(431.6). The BellRing Spin-off also resulted in a reduction of accumulated other comprehensive loss associated with BellRing’s foreign currency translation adjustments. The total adjustment to accumulated other comprehensive loss was $2.3.

The Company’s remaining 14.2% equity interest in BellRing (its “Investment in BellRing”) immediately following the BellRing Spin-off did not represent a controlling interest in BellRing. As such, the Company’s remaining proportionate share of BellRing’s net assets were recorded at a zero carrying value on March 10, 2022, as the BellRing net assets were negative. See Note 14 for additional information regarding the Company’s subsequent remeasurement of its Investment in BellRing to fair value as of March 31, 2022. The Company intends to divest its remaining Investment in BellRing within 12 months from the BellRing Spin-off.

Discontinued Operations

The BellRing Spin-off represented a strategic shift that had a major effect on the Company’s operations and consolidated financial results. Accordingly, the historical results of Old BellRing and BellRing Distribution, LLC prior to the BellRing Spin-off have been presented as discontinued operations in the Company’s Condensed Consolidated Statements of Operations, Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flows.

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The following table presents the components of net earnings from discontinued operations. The three and six months ended March 31, 2022 represent the periods ending March 10, 2022, the completion date of the BellRing Spin-off.


	Three Months Ended March 31,				Six Months Ended March 31,
	2022		2021		2022		2021
Net Sales	$	235.6	$	281.8	$	541.9	$	564.0
Cost of goods sold	176.3		194.8		390.3		385.1
Gross Profit	59.3		87.0		151.6		178.9
Selling, general and administrative expenses	31.7		48.2		68.5		86.5
Amortization of intangible assets	3.8		23.2		8.7		29.1
Other operating income, net	—		—		—		(0.1)
Operating Profit	23.8		15.6		74.4		63.4
Interest expense, net	4.7		11.3		13.1		24.1
Loss on extinguishment and refinancing of debt, net	17.6		1.5		17.6		1.5
Earnings from Discontinued Operations before Income Taxes	1.5		2.8		43.7		37.8
Income tax expense	3.3		0.9		10.3		9.2
Net (Loss) Earnings from Discontinued Operations, Including Noncontrolling Interest	(1.8)		1.9		33.4		28.6
Less: Net earnings attributable to noncontrolling interest from discontinued operations	0.5		0.7		11.8		10.2
Net (Loss) Earnings from Discontinued Operations, net of tax and noncontrolling interest	$	(2.3)	$	1.2	$	21.6	$	18.4

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The following table presents the carrying amounts of major classes of assets and liabilities that were included in discontinued operations at September 30, 2021. There were no assets or liabilities classified as discontinued operations at March 31, 2022.


	September 30, 2021
Cash and cash equivalents	$	152.6
Receivables, net	101.5
Inventories	117.9
Prepaid expenses and other current assets	13.7
Current assets of discontinued operations	$	385.7

Property, net	$	8.9
Goodwill	65.9
Other intangible assets, net	223.1
Other assets	10.5
Other assets of discontinued operations	$	308.4

Current portion of long-term debt	$	116.3
Accounts payable	89.5
Other current liabilities	43.1
Current liabilities of discontinued operations	$	248.9

Long-term debt	$	481.2
Deferred income taxes	134.8
Other liabilities	11.7
Other liabilities of discontinued operations	$	627.7

NOTE 4 — NONCONTROLLING INTERESTS, EQUITY INTERESTS AND RELATED PARTY TRANSACTIONS

~~BellRing~~Post Holdings Partnering Corporation

On ~~October 21, 2019, BellRing Brands, Inc.~~May 28, 2021, the Company and Post Holdings Partnering Corporation, a newly formed special purpose acquisition company incorporated as a Delaware corporation (“~~BellRing”~~PHPC”), consummated the initial public offering of 30.0 million units of PHPC (the “PHPC Units”). On June 3, 2021, PHPC issued an additional 4.5 million PHPC Units pursuant to the underwriters’ exercise in full of their over-allotment option. The term “PHPC IPO” as used herein generally refers to the consummation of the initial public offering on May 28, 2021 and the underwriters’ exercise in full of their over-allotment option on June 3, 2021. Each PHPC Unit consists of one share of Series A common stock of PHPC, $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 ~~closed its~~(“PHPC Sponsor”), purchased 4.0 million of the 30.0 million PHPC Units in the initial public offering (the “BellRing IPO”) of 39.4 shares of its Class A common stock, $0.01 par value per share (the “Class A Common Stock”). BellRing received net proceeds from the BellRing IPO of $524.4, after deducting underwriting discounts and commissions. As a result of the BellRing IPO and certain other transactions completed in connection with the BellRing IPO, BellRing became a publicly-traded company whose Class A Common Stock is tradedon May 28, 2021 for $40.0. The PHPC Units began trading on the New York Stock Exchange (the “NYSE”) under the ticker symbol ~~“BRBR”~~“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 ~~holding company of BellRing Brands, LLC, a Delaware limited liability company (“BellRing LLC”)~~PHPC Warrants listed on the NYSE under the ticker symbols “PSPC” and “PSPC WS”, ~~owning 28.8% of BellRing LLC’s non-voting membership units (the “BellRing LLC units”), with Post owning 71.2%~~respectively. Under the terms of the ~~BellRing LLC~~PHPC IPO, PHPC is required to consummate a partnering transaction within 24 months (or 27 months under certain circumstances) of the closing of the initial public offering on May 28, 2021.

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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 ~~one~~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 (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 ~~BellRing’s Class B~~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 million shares of Series F common stock ~~$0.01~~of PHPC, $0.0001 par value per share, ~~(the “Class B Common Stock”~~has certain governance rights in PHPC relating to the election of PHPC directors and ~~collectively~~voting rights on amendments to PHPC’s certificate of incorporation.

In connection with the ~~Class~~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 in a private placement to occur concurrently with the “BellRing Common Stock”). The Class B Common Stock has voting rights but no rights to dividends or other economic rights. For so long as Post or its affiliates (other than BellRing and its subsidiaries) directly own more than 50%closing of PHPC’s partnering transaction.

In determining the accounting treatment of the ~~BellRing LLC units,~~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 ~~Class B Common Stock represents 67%~~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 ~~combined voting~~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 ~~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~~activities that significantly impact PHPC’s economic performance, including target identification. As such, PHPC is fully consolidated into the Company’s financial statements. ~~The BellRing LLC units held~~

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 ~~Company include a redemption feature that allows~~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 “Investments held in trust” of $345.0 on the Condensed Consolidated Balance Sheets at both March 31, 2022 and September 30, 2021.

The public stockholders’ ownership of PHPC equity represents a noncontrolling interest (“NCI”) to ~~at BellRing LLC’s option (as determined by its board~~the Company, which is classified outside of ~~managers), redeem BellRing LLC units for either (i) Class~~permanent shareholders’ equity as the PHPC Series A Common Stock is redeemable at the option of ~~BellRing or (ii) cash~~the public stockholders in certain circumstances. The carrying amount of the redeemable NCI is equal to the ~~market value~~greater of (i) the ~~BellRing Class A Common Stock at the time of redemption. BellRing LLC is the holding company~~initial carrying amount, increased or decreased for the Company’s historical active nutrition business. The term “BellRing” as used herein generally refers to BellRing Brands, Inc.; however, in discussions related to debt facilities, the term “BellRing” refers to BellRing Brands, LLC. BellRing and its subsidiaries are reported herein as the BellRing Brands segment.

~~In the event the Company (other than BellRing and its subsidiaries) holds 50% or less of the BellRing LLC units, the holder of the~~redeemable NCI’s share of ~~Class B~~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 ~~number~~pro rata portion of ~~votes equal~~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 March 31, 2022 and September 30, 2021, the carrying amount of the redeemable NCI was recorded at its redemption value of $305.0. Remeasurements 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~~redemption value of the ~~share~~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 ~~Class B Common Stock,~~$17.9, of which $10.7 were deferred underwriting commissions that will ~~only be entitled to cast a number of votes equal~~become payable to the ~~number~~underwriters solely in the event that PHPC completes a partnering transaction and were included in “Other liabilities” on the Condensed Consolidated Balance Sheets at both March 31, 2022 and September 30, 2021.

Table of BellRing LLC units held by the Company (other than BellRing and its subsidiaries). Also, in such situation, if any BellRing LLC units are held by persons other than the Company, then the Company, as the holder of the share of Class B Common Stock, will cast the remainder of votes to which the share of Class B Common Stock is entitled only in accordance with the instructions and directions from such other holders of the BellRing LLC units.Contents

As of both March 31, ~~2021~~2022 and September 30, ~~2020,~~2021, the Company ~~(other than BellRing and its subsidiaries)~~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 the Company’s 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 ~~noncontrolling interest (“NCI”).~~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 ~~BellRing~~PHPC on the Company’s ~~equity:~~equity.

Three Months Ended
March 31, Six Months Ended
March 31,
2021 2020 2021 2020
Increase in additional paid-in capital related to net proceeds from BellRing IPO $ 0 $ 0 $ 0 $ 524.4
(Decrease) increase in additional paid-in capital related to establishment of noncontrolling interest 0 (1.4) 0 64.9
Decrease in additional paid-in capital related to tax effects of BellRing IPO 0 0 0 (133.7)
Net transfers (to) from NCI $ 0 $ (1.4) $ 0 $ 455.6


	Three Months Ended March 31, 2022		Six Months Ended March 31, 2022





Net earnings attributable to redeemable NCI	$	2.1	$	2.2

PHPC deemed dividend	$	2.1	$	2.2

The following table summarizes the changes to the Company’s redeemable NCI.


	As Of and For The Three Months Ended March 31, 2022		As Of and For The Six Months Ended March 31, 2022


Beginning of period	$	305.0	$	305.0

Net earnings attributable to redeemable NCI	2.1		2.2
PHPC deemed dividend	(2.1)		(2.2)
End of period	$	305.0	$	305.0

8th Avenue

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

~~Table of Contents~~

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


		Three Months Ended March 31,						Six Months Ended March 31,							Three Months Ended March 31,						Six Months Ended March 31,
		2021			2020			2021			2020				2022			2021			2022			2021
8th Avenue’s net loss available to 8th Avenue’s common shareholders		$	(8.5)		$	(15.2)		$	(18.7)		$	(23.9)
8th Avenue’s net loss attributable to 8th Avenue’s common shareholders														8th Avenue’s net loss attributable to 8th Avenue’s common shareholders	$	(28.0)		$	(8.5)		$	(55.7)		$	(18.7)
		60.5		%	60.5		%	60.5		%	60.5		%		60.5		%	60.5		%	60.5		%	60.5		%
Equity method loss available to Post		$	(5.1)		$	(9.2)		$	(11.3)		$	(14.5)
Equity method loss attributable to Post														Equity method loss attributable to Post	$	(16.9)		$	(5.1)		$	(33.7)		$	(11.3)
Less: Amortization of basis difference, net of tax (a)	Less: Amortization of basis difference, net of tax (a)	1.7			1.7			3.4			3.4			Less: Amortization of basis difference, net of tax (a)	1.7			1.7			3.4			3.4
Equity method loss, net of tax	Equity method loss, net of tax	$	(6.8)		$	(10.9)		$	(14.7)		$	(17.9)		Equity method loss, net of tax	$	(18.6)		$	(6.8)		$	(37.1)		$	(14.7)

(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 March 31, ~~2021~~2022 and September 30, ~~2020,~~2021, the remaining basis difference to be amortized was ~~$51.2~~$44.4 and ~~$54.6,~~$47.8, respectively.

Table of Contents

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


		Three Months Ended March 31,				Six Months Ended March 31,					Three Months Ended March 31,				Six Months Ended March 31,
		2021		2020		2021		2020			2022		2021		2022		2021
Net sales	Net sales	$	220.7	$	233.1	$	449.7	$	451.5	Net sales	$	256.2	$	220.7	$	515.8	$	449.7
Gross profit	Gross profit	$	34.3	$	41.2	$	69.7	$	79.6	Gross profit	$	28.2	$	34.3	$	56.2	$	69.7

Net earnings (loss)		$	0.3	$	(7.2)	$	(1.1)	$	(8.1)
Net (loss) earnings										Net (loss) earnings	$	(18.1)	$	0.3	$	(36.1)	$	(1.1)
Less: Preferred stock dividend	Less: Preferred stock dividend	8.8		8.0		17.6		15.8		Less: Preferred stock dividend	9.9		8.8		19.6		17.6
Net Loss Available to 8th Avenue Common Shareholders		$	(8.5)	$	(15.2)	$	(18.7)	$	(23.9)
Net Loss Attributable to 8th Avenue Common Shareholders										Net Loss Attributable to 8th Avenue Common Shareholders	$	(28.0)	$	(8.5)	$	(55.7)	$	(18.7)

The Company provides services to 8th Avenue under a master services agreement (the “MSA”), as well as certain advisory services for a fee. The Company recorded MSA and advisory income of $0.6 and $1.6 during the three and six months ended March 31, 2022, respectively, and $0.8 and $1.6 during the three and six months ended March 31, 2021, ~~respectively, and $1.0 and $2.0 during the three and six months ended March 31, 2020,~~ respectively, which were recorded in “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Operations.

During the three and six months ended March 31, 2022, the Company had net sales to 8th Avenue of $1.8 and $3.2, respectively, and purchases from and royalties paid to 8th Avenue of $20.2 and $49.7, respectively. During the three and six months ended March 31, 2021, the Company had net sales to 8th Avenue of $2.0 and $4.0, respectively, and purchases from and royalties paid to 8th Avenue of $15.4 and $17.6, respectively. During the three and six months ended March 31, 2020, the Company had net sales to 8th Avenue of $1.6 and $3.2, respectively, and purchases from and royalties paid to 8th Avenue of $2.4 and $5.2, respectively. Sales and purchases between the Company and 8th Avenue were all made at arm’s-length. The investment in 8th Avenue was ~~$95.4~~$29.5 and ~~$110.1~~$66.6 at March 31, ~~2021~~2022 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 ~~$4.7, $5.5~~$3.8, $1.3 and $0.7, respectively, at March 31, ~~2021~~2022 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~~Investment in BellRing

The Company owns 14.2% of the outstanding BellRing Common Stock, which does not represent a controlling interest in BellRing, and is accounted for as an equity security. The Investment in BellRing was initially recorded at a zero carrying value immediately following the BellRing Spin-off (see Note 3). As of March 31, 2022, the Investment in BellRing was recorded at its fair value of$447.7, and was included in “Investment in BellRing” on the Condensed Consolidated Balance Sheet (see Note 14). The Company recognized a gain on the Investment in BellRing of $447.7during the three and six months ended March 31, 2022, which was recorded in “Gain on investment in BellRing” in the Condensed Consolidated Statements of Operations. No deferred income taxes have been recorded with respect to the non-cash mark-to-market adjustment on the Investment in BellRing as of March 31, 2022, as the Company expects to divest its Investment in BellRing within the next 12 months in a manner intended to qualify as tax-free for U.S. federal income tax purposes (see Note 3).

Weetabix East Africa and Alpen

The Company holds ana controlling 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 loss, net of tax, attributable to Alpen was $(0.2) for both the three and six months ended March 31, 2021 and $(0.2) and $(0.5) for the three and six months ended March 31, 2020, respectively, and was included in “Equity method loss, net of tax” in the Condensed Consolidated Statements of Operations. The investment in Alpen was $4.3 and $4.0 at March 31, 2021 and September 30, 2020, respectively, and was included in “Equity method investments” on the Condensed Consolidated Balance Sheets. The Company had a note receivable balance with Alpen of $0.5 at both March 31, 2021 and September 30, 2020, which was included in “Other assets” on the Condensed Consolidated Balance Sheets.

~~Table of Contents~~

Weetabix East Africa is a Kenyan-based company that produces ~~RTE~~ready-to-eat (“RTE”) cereal and muesli. The Company owns 50.1% of Weetabix East Africa and holds a controlling voting and financial interest through its appointment of management and representation on Weetabix East Africa’s board of directors. Accordingly, Weetabix East Africa is fully consolidated into the Company’s financial statements and its assets and results from operations are reported in the Weetabix segment (see Note 19). The remaining interest in the consolidated net income and net assets of Weetabix East Africa is allocated to NCI.

The Company holds an equity interest in Alpen Food Company South Africa (Pty) Limited (“Alpen”). Alpen is a South African-based company that produces 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 loss, net of tax, attributable to Alpen was $0.1 and $0.2 for the three and six months ended March 31, 2022, respectively, and $0.2 for both the three and six months ended March 31, 2021 and was included in “Equity method loss, net of tax” in the Condensed Consolidated Statements of Operations. The investment in Alpen was $3.9 and $4.1 at March 31, 2022 and September 30, 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 March 31, 2022 and September 30, 2021, which was included in “Other assets” on the Condensed Consolidated Balance Sheets.

Table of Contents

NOTE 45 — 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, ~~and~~ the expansion of the business into new or growing segments of the ~~industry.~~industry and the addition of new employees.

Fiscal 2021

On June 1, 2021, the Company completed its acquisition of the private label RTE cereal business from TreeHouse Foods, Inc. (the “PL RTE Cereal Business”) for $85.0, subject to inventory and other adjustments, resulting in a payment at closing of $88.0. The acquisition was completed using cash on hand. The PL RTE Cereal Business is reported in the Post Consumer Brands segment (see Note 19). Based on the purchase price allocation at September 30, 2021, the Company identified and recorded $99.5 of net assets, which exceeded the purchase price paid for the PL RTE Cereal Business. As a result, the Company recorded a gain of $11.5, which was reported as other operating income in the consolidated statement of operations for the year ended September 30, 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 19).

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 19). The Company recorded a working capital adjustment of $1.3 during the three and six months ended March 31, 2022, which decreased the related estimated working capital receivable to $1.7 as of March 31, 2022 from $3.0 as of September 30, 2021. The estimated working capital receivable was included in “Receivables, net” on the Condensed Consolidated Balance Sheets. The Company recorded a final measurement period adjustment of $0.3 during the three and six months ended March 31, 2022.

On January 25, 2021, the Company completed its acquisition of the Peter Pannut butterbrand (“Peter Pan”) from Conagra Brands, Inc. for $102.0, subject to working capital and other adjustments, resulting in a payment at closing of $103.4. The acquisition was completed using cash on hand. Peter Pan is a nationally recognized brand with a diversified customer base across key channels and is reported in the Post Consumer Brands segment (see Note 19). 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)4). ~~At March 31,~~In April 2021, the Company had recorded an estimated working capital receivable of $2.0, which was included in “Receivables, net” on the Condensed Consolidated Balance Sheet. Based upon the preliminary purchase price allocation, the Company has recorded customer relationships and trademarks and brands of $12.0 and $55.0, respectively, both of which will be amortized over a weighted-average period of 20 years. Net sales and operating profit included in the Condensed Consolidated Statements of Operations attributable to Peter Pan was $17.4 and $3.5, respectively, for the three and six months ended March 31, 2021.

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. Almark is reported in the Foodservice segment (see Note 19). Based upon the preliminary purchase price allocation, the Company has recorded $19.5 of customer relationships to be amortized over a weighted-average period of 10 years. Net sales and operating profit included in the Condensed Consolidated Statements of Operations attributable to Almark was $14.4 and $0.1, respectively, for the three and six months ended March 31, 2021.

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

The following table provides the preliminary purchase price allocation related to the fiscal 2021 acquisitions of Peter Pan and Almark based upon the fair values of assets and liabilities assumed, including the provisional amounts recognized related to the acquisitions, as of March 31, 2021.

~~Table of Contents~~

Peter Pan Almark
Receivables $ 0 $ 6.4
Inventories 4.6 5.2
Prepaid expenses and other current assets 0 0.1
Property 0 9.8
Goodwill 55.1 19.7
Other intangible assets 67.0 19.5
Deferred tax asset 0 1.3
Other assets 0 32.9
Accounts payable (11.7) (5.4)
Other current liabilities 0 (1.6)
Deferred tax liability (13.6) 0
Other liabilities 0 (36.6)
Total acquisition cost $ 101.4 $ 51.3

~~Fiscal 2020~~

On July 1, 2020, the Company completed its acquisition of Henningsen Foods, Inc. (“Henningsen”) from a subsidiary of Kewpie Corporation for $20.0, subject to working capital and other adjustments, resulting in a payment at closing of $22.7. The acquisition was completed using cash on hand. Henningsen is a producer of egg and meat products and is reported in the Foodservice segment (see Note 19). Based upon the preliminary purchase price allocation at September 30, 2020, the Company identified and recorded $32.6 of net assets, including cash of $2.8, which exceeded the purchase price paid for Henningsen. As a result, the Company recorded a gain of $11.7, which was reported as other operating income in the consolidated statement of operations for the year ended September 30, 2020. At September 30, 2020, the Company had recorded an estimated working capital settlement receivable of $1.8, which was included in “Receivables, net” on the Condensed Consolidated Balance Sheet. In the three months ended March 31, 2021, the Company recorded measurement period adjustments related to inventory and deferred income taxes and, as a result, recorded a gain of $2.2, which was included in “Other operating (income) expenses, net” in the Condensed Consolidated Statement of Operations for the three months ended March 31, 2021. In the six months ended March 31, 2021, the Company recorded measurement period adjustments related to inventory and deferred income taxes of $0.7 and reached a final settlement of net working capital, resulting in an amount received by the Company of $1.0. As a result of these adjustments, the Company recorded a loss of $0.1, which was included in “Other operating (income) expenses, net” in the Condensed Consolidated Statement of Operations for the six months ended March 31, 2021.$2.0.

Unaudited Pro Forma Information

The following unaudited pro forma information presents a summary of the results of operations of the Company combined with the results of ~~Peter Pan and Almark~~the fiscal 2021 acquisitions for the periods presented as if ~~the fiscal 2021~~these acquisitions had occurred on October 1, 2019, along with certain pro forma adjustments. These pro forma adjustments give effect to the amortization of certain definite-lived intangible assets, adjusted depreciation based upon fair value of assets acquired, inventory revaluation adjustments on acquired businesses, interest expense, transaction costs, gain on bargain purchase and related income taxes. The following unaudited pro forma information has been prepared for comparative purposes only and is not necessarily indicative of the results of operations as they would have been had the acquisitions occurred on the assumed dates, nor is it necessarily an indication of future operating results. Pro forma adjustments did not affect results of operations for the three and six months ended March 31, 2022.

Three Months Ended
March 31, Six Months Ended
March 31,
2021 2020 2021 2020
Pro forma net sales $ 1,494.3 $ 1,549.9 $ 2,985.9 $ 3,060.4
Pro forma net earnings (loss) available to common shareholders $ 110.5 $ (188.0) $ 191.9 $ (94.1)
Pro forma basic earnings (loss) per common share $ 1.72 $ (2.71) $ 2.96 $ (1.34)
Pro forma diluted earnings (loss) per common share $ 1.70 $ (2.71) $ 2.91 $ (1.34)


	Three Months Ended March 31, 2021		Six Months Ended March 31, 2021


Pro forma net sales	$	1,271.2	$	2,543.3
Pro forma net earnings from continuing operations available to common shareholders	$	109.4	$	173.1
Pro forma basic earnings from continuing operations per common share	$	1.71	$	2.67
Pro forma diluted earnings from continuing operations per common share	$	1.68	$	2.62

1014

Table of Contents

NOTE 56 — ~~RESTRUCTURING~~DIVESTITURE AND AMOUNTS HELD FOR SALE

~~In October 2020, BellRing announced its plan~~Divestiture

On December 1, 2021, the Company sold the Willamette Egg Farms business (the “WEF Transaction”), which included $62.8 book value of assets, for total proceeds of $56.1. Of the $56.1, the Company had $6.0 in escrow, subject to ~~strategically realign its business, resulting~~certain contingencies, which was included in “Receivables, net” on the ~~closing of its Dallas, Texas office and~~Condensed Consolidated Balance Sheet at March 31, 2022. As a result, during the ~~downsizing of its Munich, Germany location (the “BellRing Restructuring”). The BellRing Restructuring is expected to be completed by June 30, 2021.~~

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

~~Balance, September 30, 2020~~

~~Charge to expense~~

~~4.8~~

~~Cash payments~~

~~(3.7)~~

~~Non-cash charges~~

~~Balance, March 31, 2021~~

~~1.1~~

~~Total expected restructuring charges~~

~~4.9~~

~~Cumulative restructuring charges incurred to date~~

~~4.8~~

~~Remaining expected restructuring charges~~

~~0.1~~

~~During the three and~~ six months ended March 31, ~~2021,~~2022, the Company ~~incurred total restructuring charges~~recorded a net loss on sale of ~~$0.3 and $4.8, respectively, related to the BellRing Restructuring. No restructuring charges were incurred~~business of $6.3, which included a favorable working capital adjustment of $0.4 recorded during the three ~~or six~~ months ended March 31, ~~2020. Restructuring charges were included in “Selling, general~~2022, and ~~administrative expenses”~~was reported as “Other operating expense (income), net” in the Condensed Consolidated Statements of Operations. ~~These expenses are included~~Subsequent to the WEF Transaction, 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, Willamette Egg Farms’ operating results were reported in the Refrigerated Retail segment.

Amounts Held For Sale

~~NOTE 6 — AMOUNTS HELD FOR SALE~~

~~At September 30, 2020, the~~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 $3.4 classified as held for sale, land and a building at its Post Consumer Brands RTE cereal manufacturing facility in Asheboro, North Carolina (the “Asheboro Facility”) with a combined book value of $1.4 classified as held for sale and land and a building at one of its Weetabix manufacturing facilities in Corby, United Kingdom (the “Corby Facility”) with a combined book value of $2.5 classified as held for sale. ~~These~~The Company sold the Klingerstown Equipment in November 2021. In the six months ended March 31, 2022, 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 Sheet. The Company sold a portion~~Statement of Cash Flows for the ~~Clinton Plant,~~six months ended March 31, 2022. There were no held for sale gains or losses recorded in the ~~Asheboro Facility and the Corby Facility in November 2020 and the remaining portion of the Clinton Plant in February 2021.~~three months ended March 31, 2022.

In the three months ended March 31, 2021, a loss on assets held for sale of $0.1 was recorded related to the sale of the remaining portion of a Post Consumer Brands RTE cereal manufacturing plant in Clinton, Massachusetts (“the Clinton ~~Plant sold~~Plant”) in February 2021. In the six months ended March 31, 2021, a net gain on assets held for sale of $0.5 was recorded consisting of (i) a gain of $0.7 related to the sale of ~~the~~a Weetabix manufacturing facility in Corby, ~~Facility~~United Kingdom in November 2020, (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~~North Carolina in November 2020 and (iii) a loss of $0.1 related to the sale of the remaining portion of the Clinton Plant in February 2021. ~~These~~

The above held for sale ~~adjustments~~gains and losses were included in “Other operating expense (income) ~~expenses,~~, net” in the Condensed Consolidated Statements of Operations for the three and six months ended March 31, 2022 and 2021. ~~There were no held~~

NOTE 7 — INCOME TAXES

The effective income tax rate was 3.7% and 1.6% for ~~sale gains or losses recorded in~~ the three orand six months ended March 31, ~~2020.~~2022, respectively, and 19.8% and 18.8% for the three and six months ended March 31, 2021, 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 March 31, 2022, the effective income tax rate differed significantly from the statutory rate primarily as a result of (i) a $447.7 non-cash mark-to-market adjustment on the Company’s Investment in BellRing, which is expected to be divested in a tax-free manner, and (ii) $4.6 of discrete income tax benefit items related to the Company’s equity method loss attributable to 8th Avenue. See Note 4 for additional information on the Investment in BellRing and the 8th Avenue equity method loss.

In the six months ended March 31, 2022, the effective income tax rate differed significantly from the statutory rate primarily as a result of (i) a $447.7 non-cash mark-to-market adjustment on the Company’s Investment in BellRing, which is expected to be divested in a tax-free manner, and (ii) $9.2 of discrete income tax benefit items related to the Company’s equity method loss attributable to 8th Avenue. See Note 4 for additional information on the Investment in BellRing and the 8th Avenue equity method loss.

In connection with and upon completion of the BellRing Spin-off, Post entered into a tax matters agreement by and among Post, BellRing and Old BellRing (the “Tax Matters Agreement”). The Tax Matters Agreement (i) governs the parties’ respective rights, responsibilities and obligations with respect to taxes, including taxes arising in the ordinary course of business and taxes, if any, incurred as a result of the failure of the BellRing Spin-off and related transactions to qualify for their intended tax treatment, (ii) addresses U.S. federal, state, local and non-U.S. tax matters and (iii) sets forth the respective obligations of the parties with respect to the filing of tax returns, the administration of tax contests and assistance and cooperation on tax matters.

Pursuant to the Tax Matters Agreement, BellRing has agreed to indemnify Post for (i) all taxes for which BellRing is responsible (as described in the Tax Matters Agreement) and (ii) all taxes incurred by reason of certain actions or events, or by reason of any breach by BellRing or any of its subsidiaries of any of their respective representations, warranties or covenants under the Tax Matters Agreement that, in each case, affect the intended tax-free treatment of the BellRing Spin-off and related

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transactions. Additionally, Post has agreed to indemnify BellRing for the (i) taxes for which Post is responsible (as described in the Tax Matters Agreement) and (ii) taxes attributable to a failure of the BellRing Spin-off and related transactions to qualify as tax-free, to the extent incurred by any action or failure to take any action within the control of Post.

NOTE 78 —EARNINGS (LOSS) PER SHARE

In accordance with ASC 260, “Earnings Per Share,” the Company has presented basic and diluted earnings (loss) per share for both continuing and discontinued operations. Basic earnings (loss) per share is based on the average number of shares of common ~~shares~~stock outstanding during the period. Diluted earnings (loss) per share is based on the average number of shares used for the basic earnings (loss) per share calculation, adjusted for the dilutive effect of stock options, stock appreciation rights and restricted stock units using the “treasury stock” method. Remeasurements to the redemption value of the redeemable NCI are recognized as a deemed dividend (see Note 4). 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 earnings from continuing operations per share. In addition, “Net (loss) earnings ~~(loss)~~from discontinued operations for diluted earnings ~~(loss)~~ per share” in the table below ~~has been~~was adjusted for the Company’s share of Old BellRing’s consolidated net (loss) earnings ~~(loss)~~prior to the BellRing Spin-off for diluted earnings ~~(loss)~~ per share, to the extent it iswas dilutive.

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The following table sets forth the computation of basic and diluted earnings ~~(loss)~~ per ~~share.~~share for both continuing and discontinued operations.

Three Months Ended
March 31, Six Months Ended
March 31,
2021 2020 2021 2020
Net earnings (loss) for basic earnings (loss) per share $ 109.9 $ (191.4) $ 191.1 $ (92.2)
Dilutive impact of BellRing net earnings 0 0 0 0
Net earnings (loss) for diluted earnings (loss) per share $ 109.9 $ (191.4) $ 191.1 $ (92.2)
Weighted-average shares for basic earnings (loss) per share 64.1 69.3 64.9 70.0
Effect of dilutive securities:
Stock options 0.6 0 0.6 0
Stock appreciation rights 0.1 0 0.1 0
Restricted stock units 0.2 0 0.3 0
Performance-based restricted stock units 0.1 0 0.1 0
Total dilutive securities 1.0 0 1.1 0
Weighted-average shares for diluted earnings (loss) per share 65.1 69.3 66.0 70.0
Basic earnings (loss) per common share $ 1.71 $ (2.76) $ 2.94 $ (1.32)
Diluted earnings (loss) per common share $ 1.69 $ (2.76) $ 2.90 $ (1.32)


	Three Months Ended March 31,				Six Months Ended March 31,
	2022		2021		2022		2021









Net Earnings from Continuing Operations
Net earnings from continuing operations	$	525.6	$	108.7	$	480.9	$	172.7
Impact of redeemable NCI	(0.6)		—		4.3		—
Net earnings from continuing operations for basic and diluted earnings per share	$	525.0	$	108.7	$	485.2	$	172.7

Net (Loss) Earnings from Discontinued Operations


Net (loss) earnings from discontinued operations for basic earnings per share	$	(2.3)	$	1.2	$	21.6	$	18.4
Dilutive impact of Old BellRing net (loss) earnings from discontinued operations	—		—		—		—
Net (loss) earnings from discontinued operations for diluted earnings per share	$	(2.3)	$	1.2	$	21.6	$	18.4

Net Earnings
Net earnings for basic and diluted earnings per share	$	522.7	$	109.9	$	506.8	$	191.1


shares in millions
Weighted-average shares for basic earnings per share	61.7		64.1		62.1		64.9
Effect of dilutive securities:
Stock options	0.3		0.6		0.3		0.6
Stock appreciation rights	—		0.1		—		0.1
Restricted stock units	0.2		0.2		0.2		0.3
Performance-based restricted stock units	—		0.1		0.1		0.1

Total dilutive securities	0.5		1.0		0.6		1.1
Weighted-average shares for diluted (loss) earnings per share	62.2		65.1		62.7		66.0


Earnings from Continuing Operations per Common Share:
Basic	$	8.51	$	1.69	$	7.81	$	2.66
Diluted	$	8.44	$	1.67	$	7.74	$	2.62
(Loss) Earnings from Discontinued Operations per Common Share:
Basic	$	(0.04)	$	0.02	$	0.35	$	0.28
Diluted	$	(0.04)	$	0.02	$	0.34	$	0.28
Earnings per Common Share:
Basic	$	8.47	$	1.71	$	8.16	$	2.94
Diluted	$	8.40	$	1.69	$	8.08	$	2.90

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

Three Months Ended
March 31, Six Months Ended
March 31,
2021 2020 2021 2020
Stock options 0.1 1.7 0.1 1.7
Stock appreciation rights 0 0.1 0 0.1
Restricted stock units 0 1.0 0 1.0
Performance-based restricted stock units 0.1 0.2 0.1 0.2

~~NOTE 8 — INVENTORIES~~

March 31,
2021 September 30,
2020
Raw materials and supplies $ 112.3 $ 118.1
Work in process 19.7 17.8
Finished products 471.7 429.4
Flocks 36.0 34.1
$ 639.7 $ 599.4


	Three Months Ended March 31,		Six Months Ended March 31,
shares in millions	2022	2021	2022	2021
Stock options	—	0.1	—	0.1
Stock appreciation rights	—	—	—	—
Restricted stock units	1.0	—	0.6	—
Performance-based restricted stock units	0.2	0.1	0.1	0.1

NOTE 9 — INVENTORIES


	March 31, 2022		September 30, 2021
Raw materials and supplies	$	115.7	$	99.6
Work in process	20.7		19.2
Finished products	348.4		318.7
Flocks	32.7		39.1
	$	517.5	$	476.6

NOTE 10 — PROPERTY, NET


		March 31, 2021		September 30, 2020			March 31, 2022		September 30, 2021
Property, at cost	Property, at cost	$	3,073.3	$	2,979.2	Property, at cost	$	3,180.5	$	3,217.9
Accumulated depreciation	Accumulated depreciation	(1,296.7)		(1,199.5)		Accumulated depreciation	(1,444.2)		(1,387.4)
		$	1,776.6	$	1,779.7		$	1,736.3	$	1,830.5

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NOTE 1011 — 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		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	$	5,159.4
Accumulated impairment losses	Accumulated impairment losses	(609.1)		0		0		(48.7)		(114.8)		(772.6)		Accumulated impairment losses	(609.1)		—		—		(48.7)		(657.8)
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	$	4,501.6
Goodwill acquired(a)	Goodwill acquired(a)	55.1		0		19.7		0		0		74.8		Goodwill acquired(a)	—		—		0.3		—		0.3
Sale of business (b)														Sale of business (b)	—		—		—		(4.2)		(4.2)

Currency translation adjustment	Currency translation adjustment	0.2		61.0		0		0		0		61.2		Currency translation adjustment	0.1		(22.6)		—		—		(22.5)
Balance, March 31, 2021
Balance, March 31, 2022														Balance, March 31, 2022
Goodwill (gross)	Goodwill (gross)	$	2,067.1	$	950.5	$	1,355.3	$	793.6	$	180.7	$	5,347.2	Goodwill (gross)	$	2,067.2	$	906.8	$	1,355.3	$	803.7	$	5,133.0
Accumulated impairment losses	Accumulated impairment losses	(609.1)		0		0		(48.7)		(114.8)		(772.6)		Accumulated impairment losses	(609.1)		—		—		(48.7)		(657.8)
Goodwill (net)	Goodwill (net)	$	1,458.0	$	950.5	$	1,355.3	$	744.9	$	65.9	$	4,574.6	Goodwill (net)	$	1,458.1	$	906.8	$	1,355.3	$	755.0	$	4,475.2

(a)In January 2022, the Company recorded a final measurement period adjustment related to the Almark acquisition. For additional information, see Note 5.

(b)In December 2021, the Company completed the WEF Transaction. For additional information, see Note 6.

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NOTE 1112 — INTANGIBLE ASSETS, NET

Total intangible assets are as follows:


		March 31, 2021						September 30, 2020							March 31, 2022						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	$	2,348.1	$	(754.8)	$	1,593.3	$	2,304.8	$	(681.9)	$	1,622.9	Customer relationships	$	2,146.1	$	(767.3)	$	1,378.8	$	2,163.1	$	(716.4)	$	1,446.7
Trademarks and brands	Trademarks and brands	852.0		(295.6)		556.4		795.0		(266.9)		528.1		Trademarks and brands	644.6		(244.6)		400.0		647.9		(228.5)		419.4
Other intangible assets		3.1		(3.1)		0		3.1		(3.1)		0

		3,203.2		(1,053.5)		2,149.7		3,102.9		(951.9)		2,151.0			2,790.7		(1,011.9)		1,778.8		2,811.0		(944.9)		1,866.1
Not subject to amortization:	Not subject to amortization:													Not subject to amortization:
Trademarks and brands	Trademarks and brands	1,064.5		—		1,064.5		1,046.5		—		1,046.5		Trademarks and brands	1,051.7		—		1,051.7		1,058.3		—		1,058.3
		$	4,267.7	$	(1,053.5)	$	3,214.2	$	4,149.4	$	(951.9)	$	3,197.5		$	3,842.4	$	(1,011.9)	$	2,830.5	$	3,869.3	$	(944.9)	$	2,924.4

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. Accelerated amortization of $17.7 and $18.1 was recorded during the three and six months ended March 31, 2021, respectively, resulting from the updated useful lives of the customer relationshipsnet and trademarks, ~~associated with~~net, respectively. For additional information on the ~~Supreme Protein~~ ~~brand. The net carrying values of the customer relationships and trademarks associated with the~~ ~~Supreme Protein~~ ~~brand were $7.5 and $4.7 as of March 31, 2021, respectively, which are expected to be fully amortized by June 1, 2021.~~WEF Transaction, see Note 6.

NOTE 1213 — DERIVATIVE FINANCIAL INSTRUMENTS ~~AND HEDGING~~

In the ordinary course of business, the Company is exposed to commodity price risks relating to the purchases of raw materials and supplies, interest rate risks relating to ~~variable~~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 March 31, ~~2021,~~2022, 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;

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

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

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

◦rate-lock interest rate swaps that require 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~~PHPC Warrants (see Note 4).

•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.

~~Interest rate swaps~~

In ~~the second quarter of~~ fiscal 2021, the Company restructured ~~two~~four of its rate-lock interest rate swap contracts, ~~both of~~ which contain a non-cash, off-market financing ~~element.~~elements. There were no cash settlements paid or received in connection with these restructurings.

In the first quarter of fiscal 2020, contemporaneously with the repayment of its term loan, the Company changed the designation of one of its interest rate swap contracts from a cash flow hedge to a non-designated hedging instrument. In connection with the de-designation, the Company reclassified losses previously recorded in accumulated other comprehensive income (loss) (“OCI”) of $7.2 to “Interest expense, net” in the Condensed Consolidated Statement of Operations for the six months ended March 31, 2020.

As of April 1, 2020, the Company changed the designation of its interest rate swap contracts that are used as hedges of forecasted interest payments on BellRing’s variable rate debt from cash flow hedges to non-designated hedging instruments as the swaps were no longer effective (as defined by ASC Topic 815). In connection with the de-designation, the Company started reclassifying losses previously recorded in accumulated OCI to “Interest expense, net” in the Condensed Consolidated Statements of Operations on a straight-line basis over the term of BellRing’s variable rate debt. Mark-to-market adjustments related to these swaps will also be included in “Interest expense, net” in the Condensed Consolidated Statements of Operations. At March 31, 2021 and September 30, 2020, the remaining net loss before taxes to be amortized was $8.3 and $9.4, respectively.

~~Cross-currency swaps~~

The Company terminated $448.7 notional value of its cross-currency swap contracts that were designated as hedging instruments during the second quarter of fiscal 2020. In connection with this termination, the Company received cash proceeds of $50.3 during the three and six months ended March 31, 2020, which was recorded in accumulated OCI. Reclassification of amounts recorded in accumulated OCI into earnings will only occur in the event United Kingdom-based operations are substantially liquidated.

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


		March 31, 2021		September 30, 2020			March 31, 2022		September 30, 2021

Commodity contracts	Commodity contracts	$	36.7	$	24.7	Commodity contracts	$	84.8	$	56.4
Energy contracts	Energy contracts	65.9		87.1		Energy contracts	32.4		45.9
Foreign exchange contracts - Forward contracts	Foreign exchange contracts - Forward contracts	20.9		28.9		Foreign exchange contracts - Forward contracts	2.9		—
Interest rate swaps	Interest rate swaps	620.9		621.7		Interest rate swaps	200.0		200.0
Interest rate swaps - Rate-lock swaps	Interest rate swaps - Rate-lock swaps	1,609.8		1,666.0		Interest rate swaps - Rate-lock swaps	1,549.3		1,549.3
Interest rate swaps - Options		433.3		433.3

PHPC Warrants						PHPC Warrants	16.9		16.9

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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	March 31, 2021		September 30, 2020			Balance Sheet Location	March 31, 2022		September 30, 2021
Asset Derivatives:	Asset Derivatives:						Asset Derivatives:
Commodity contracts	Commodity contracts	Prepaid expenses and other current assets	$	8.2	$	5.0	Commodity contracts	Prepaid expenses and other current assets	$	9.4	$	16.3
Energy contracts	Energy contracts	Prepaid expenses and other current assets	5.2		1.8		Energy contracts	Prepaid expenses and other current assets	26.7		20.1

Commodity contracts	Commodity contracts	Other assets	6.0		0.1		Commodity contracts	Other assets	0.1		2.9
Energy contracts	Energy contracts	Other assets	4.1		0.9		Energy contracts	Other assets	4.0		2.0
Foreign exchange contracts		Prepaid expenses and other current assets	0		0.1

Interest rate swaps		Prepaid expenses and other current assets	0		6.8

Interest rate swaps	Interest rate swaps	Other assets	40.0		0		Interest rate swaps	Other assets	30.4		24.2
			$	63.5	$	14.7			$	70.6	$	65.5

Liability Derivatives:	Liability Derivatives:						Liability Derivatives:
Commodity contracts	Commodity contracts	Other current liabilities	$	0.6	$	1.4	Commodity contracts	Other current liabilities	$	1.5	$	2.8
Energy contracts		Other current liabilities	0		10.1
Energy contracts		Other liabilities	0		3.9
Foreign exchange contracts		Other current liabilities	1.1		0

Interest rate swaps	Interest rate swaps	Other current liabilities	68.4		176.4		Interest rate swaps	Other current liabilities	86.5		124.9
Commodity contracts							Commodity contracts	Other liabilities	0.1		—

Interest rate swaps	Interest rate swaps	Other liabilities	247.8		351.3		Interest rate swaps	Other liabilities	198.1		246.8
PHPC Warrants							PHPC Warrants	Other liabilities	5.7		9.2
			$	317.9	$	543.1			$	291.9	$	383.7

The following ~~tables present~~table presents the effects of the Company’s derivative instruments on the Condensed Consolidated Statements of Operations ~~and Condensed Consolidated Statements of Comprehensive Income (Loss)~~ for the three months ended March 31, ~~2021~~2022 and ~~2020.~~2021.

Derivatives Not Designated as Hedging Instruments Statement of Operations Location (Gain) Loss Recognized in Statement of Operations
2021 2020
Commodity contracts Cost of goods sold $ (2.3) $ 8.0
Energy contracts Cost of goods sold (11.3) 26.0
Foreign exchange contracts Selling, general and administrative expenses (0.3) (0.1)
Interest rate swaps Interest expense, net 0.5 0
Interest rate swaps (Income) expense on swaps, net (185.6) 224.6

Derivatives Designated as Hedging Instruments Loss (Gain) Recognized in OCI including NCI Loss (Gain) Reclassified from Accumulated OCI including NCI into Earnings (a) Statement of Operations Location
2021 2020 2021 2020
Interest rate swaps $ 0 $ 11.0 $ 0.6 $ (0.2) Interest expense, net
Cross-currency swaps 0 (66.8) 0 0 (Income) expense on swaps, net

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

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Derivative Instruments	Statement of Operations Location	(Gain) Loss Recognized in Statement of Operations
		2022		2021
Commodity contracts	Cost of goods sold	$	(20.8)	$	(2.3)
Energy contracts	Cost of goods sold	(20.5)		(11.3)
Foreign exchange contracts	Selling, general and administrative expenses	0.1		(0.3)


Interest rate swaps	Income on swaps, net	(128.2)		(185.6)
PHPC Warrants	Other expense (income), net	(3.0)		—

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

Three Months Ended
March 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 (Received), Net
Interest expense, net $ (0.1) $ 0.6 $ 0.5 $ 1.2
(Income) expense on swaps, net (185.6) 0 (185.6) 13.6
2021 Total $ (185.7) $ 0.6 $ (185.1) $ 14.8
Interest expense, net $ (0.2) $ 0 $ (0.2) $ (0.2)
(Income) expense on swaps, net 224.6 0 224.6 0.4
2020 Total $ 224.4 $ 0 $ 224.4 $ 0.2

~~(a)~~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.

~~The following tables present~~ the effects of the Company’s derivative instruments on the Condensed Consolidated Statements of Operations ~~and Condensed Consolidated Statements of Comprehensive Income (Loss)~~ for the six months ended March 31, ~~2021~~2022 and ~~2020.~~2021.


Derivatives Not Designated as Hedging Instruments		Statement of Operations Location		(Gain) Loss Recognized in Statement of Operations
			2021		2020
Derivative Instruments								Derivative Instruments			Statement of Operations Location		(Gain) Loss Recognized in Statement of Operations
												2022		2021
Commodity contracts	Commodity contracts		Cost of goods sold		$	(9.7)		$	6.1	Commodity contracts			Cost of goods sold		$	(29.6)	$	(9.7)
Energy contracts	Energy contracts	Cost of goods sold		(19.3)			23.5	Energy contracts			Cost of goods sold		(18.4)		(19.3)
Foreign exchange contracts	Foreign exchange contracts	Selling, general and administrative expenses		1.2			(0.1)	Foreign exchange contracts			Selling, general and administrative expenses		—		1.2

Interest rate swaps	Interest rate swaps	Interest expense, net		1.0			0	Interest rate swaps			Income on swaps, net		(91.3)		(227.2)
Interest rate swaps		(Income) expense on swaps, net		(227.2)			163.2
PHPC Warrants								PHPC Warrants			Other expense (income), net		(3.5)		—

Derivatives Designated as Hedging Instruments Loss (Gain) Recognized in OCI including NCI Loss Reclassified from Accumulated OCI including NCI into Earnings (a) Statement of Operations Location
2021 2020 2021 2020
Interest rate swaps $ 0 $ 9.7 1.1 7.0 Interest expense, net
Cross-currency swaps 0 (32.2) 0 0 (Income) expense on swaps, net

~~(a)For the~~ ~~six~~ months ended March 31, 2021, this amount includes the amortization of previously unrealized losses on BellRing’s interest rate swaps that were de-designated as hedging instruments as of April 1, 2020. For the ~~six~~ months ended March 31, 2020, 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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Six Months Ended
March 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 (Received), Net
Interest expense, net $ (0.1) $ 1.1 $ 1.0 $ 2.4
(Income) expense on swaps, net (227.2) 0 (227.2) 15.1
2021 Total $ (227.3) $ 1.1 $ (226.2) $ 17.5
Interest expense, net $ (0.2) $ 7.2 $ 7.0 $ (0.2)
(Income) expense on swaps, net 163.2 0 163.2 19.5
2020 Total $ 163.0 $ 7.2 $ 170.2 $ 19.3

Accumulated OCI ~~including amounts reported as NCI,~~ included a ~~$91.3~~$99.5 net gain on hedging instruments before taxes ($~~68.8~~74.9 after taxes) at both March 31, ~~2021, compared to a $90.2 net gain before taxes ($67.9 after taxes) at~~2022 and September 30, ~~2020. Approximately $2.3 of the net hedging losses reported in accumulated OCI at March 31,~~ 2021 ~~are expected~~related to ~~be reclassified into earnings within the next 12 months. Accumulated OCI included~~ settlements of and previously unrealized gains on cross-currency ~~swaps~~swaps. Reclassification of ~~$99.5 at both March 31, 2021 and September 30, 2020. In connection with the settlements of cross-currency swaps, the Company recognized gains in accumulated OCI of~~ ~~$61.6 and $63.0~~ ~~during the three and six months ended March 31, 2020, respectively. Reclassification of~~these amounts recorded in accumulated OCI into earnings will only occur in the event United ~~Kingdom-based~~Kingdom (“U.K.”)-based operations are substantially liquidated.

At March 31, ~~2021~~2022 and September 30, ~~2020,~~2021, the Company had pledged collateral of ~~$1.8~~$2.8 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.

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NOTE 1314 — 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.”


		March 31, 2021						September 30, 2020							March 31, 2022						September 30, 2021
		Total		Level 1		Level 2		Total		Level 1		Level 2			Total		Level 1		Level 2			Total		Level 1		Level 2
Assets:	Assets:													Assets:
Deferred compensation investments	Deferred compensation investments	$	14.8	$	14.8	$	0	$	12.8	$	12.8	$	0	Deferred compensation investments	$	15.0	$	15.0	$	—		$	15.5	$	15.5	$	—
Derivative assets	Derivative assets	63.5		0		63.5		14.7		0		14.7		Derivative assets	70.6		—		70.6			65.5		—		65.5
Equity securities	Equity securities	46.7		46.7		0		27.9		27.9		0		Equity securities	25.0		25.0		—			28.9		28.9		—
Investment in BellRing														Investment in BellRing	447.7		447.7		—			—		—		—
		$	125.0	$	61.5	$	63.5	$	55.4	$	40.7	$	14.7		$	558.3	$	487.7	$	70.6		$	109.9	$	44.4	$	65.5
Liabilities:	Liabilities:													Liabilities:
Deferred compensation liabilities	Deferred compensation liabilities	$	34.0	$	0	$	34.0	$	29.7	$	0	$	29.7	Deferred compensation liabilities	$	34.9	$	—	$	34.9		$	36.0	$	—	$	36.0
Derivative liabilities	Derivative liabilities	317.9		0		317.9		543.1		0		543.1		Derivative liabilities	291.9		5.7		286.2			383.7		9.2		374.5
		$	351.9	$	0	$	351.9	$	572.8	$	0	$	572.8		$	326.8	$	5.7	$	321.1		$	419.7	$	9.2	$	410.5

Deferred Compensation

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

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Derivatives

The Company utilizes the income approach to measure fair value for its commodity and energy derivatives. The income approach uses pricing models that rely on market observable inputs such as yield curves and forward prices. Foreign exchange contracts are valued using the spot rate less the forward rate multiplied by the notional amount. The Company’s calculation of the fair value of interest rate swaps is derived from a discounted cash flow analysis based on the terms of the contract and the interest rate curve. Refer to Note 1213 for the classification of changes in fair value of derivative assets and liabilities measured at fair value on a recurring basis within the Condensed Consolidated Statements of Operations.

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 March 31, 2022 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 4 and 13.

Equity Securities and Investment in BellRing

The Company uses the market approach to measure the fair value of its equity securities. The Investment in BellRing represents the Company’s 14.2% equity interest in BellRing as of March 31, 2022, which was measured at its fair value of$447.7based on the trading value of the BellRing Common Stock on March 31, 2022.

Other Fair Value Measurements

Investments held in trust are invested in a fund consisting entirely of U.S. treasury securities. The fund is valued at net asset value (“NAV”) per share, 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 Sheets (see Note 4).

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 any outstanding borrowings under the municipal bond ~~and the BellRing Revolving Credit Facility (as defined in Note 16)~~ as of March 31, ~~2021~~2022 and September 30, ~~2020~~2021 approximated their carrying values. Based on current market rates, the fair value (Level 2) of the Company’s debt, excluding

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any outstanding borrowings under the municipal bond ~~and the BellRing Revolving Credit Facility (both of which are~~(which is also categorized as Level 2), was ~~$7,216.5~~$5,690.8 and ~~$7,277.8~~$6,596.7 as of March 31, ~~2021~~2022 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 September 30, 2020, the Company had land and buildings classified as assets held for sale related to the closures of the Company’s Clinton Plant, Asheboro Facility and Corby Facility.~~ The Company sold the Asheboro Facility, the Corby Facility and a portion of the Clinton Plant in November 2020 and the remaining portion of the Clinton Plant in February 2021. The Clinton Plant and Asheboro Facility were both reportedKlingerstown Equipment in the ~~Post Consumer Brands segment, and the Corby Facility~~first quarter of fiscal 2022. The Klingerstown Equipment was reported in the ~~Weetabix~~Foodservice segment. For additional information on assets held for sale, see Note 6. 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. 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.


Balance, September 30, ~~2020~~2021	$	~~7.3~~—
Transfer of assets into held for sale	0.5
Net gain related to assets held for sale	~~0.5~~9.8
Proceeds from the sale of assets held for sale	~~(7.9)~~(10.3)
~~Currency translation adjustment~~	~~0.1~~
Balance, March 31, ~~2021~~2022	$	0—

NOTE ~~14 — 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 plaintiffs”); and (iii) indirect purchasers of shell eggs (“indirect purchaser plaintiffs”).

~~Resolution of claims:~~ To date, MFI has resolved the following claims, including all class claims: (i) in December 2016, MFI settled all claims asserted against it by the direct purchaser class for a payment of $75.0, which was approved by the district court in December 2017; (ii) in January 2017, MFI settled all claims asserted against it by opt-out plaintiffs related to shell egg purchases on confidential terms; (iii) in June 2018, MFI settled all claims asserted against it by indirect purchaser plaintiffs on confidential terms; and (iv) between June 2019 and September 2019, MFI individually settled on confidential 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

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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 or six months ended March 31, 2021 or 2020. At both March 31, 2021 and September 30, 2020, the Company had $3.5 accrued for this matter, which was included in “Other current liabilities” on the Condensed Consolidated Balance Sheets. The Company records reserves for litigation losses in accordance with ASC Topic 450, “Contingencies.” Under ASC Topic 450, a loss contingency is recorded if a loss is probable and can be reasonably estimated. The Company records probable loss contingencies based on the best estimate of the loss. If a range of loss can be reasonably estimated, but no single amount within the range appears to be a better estimate than any other amount within the range, the minimum amount in the range is accrued. These estimates are often initially developed earlier than when the ultimate loss is known, and the estimates are adjusted if additional information becomes known. Although the Company believes its accruals for this matter are appropriate, the final amounts required to resolve such matter could differ materially from recorded estimates and the Company’s consolidated financial condition, results of operations and cash flows could be materially affected.

Under current law, any settlement paid, including the settlements with the direct purchaser 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 9 years and 7 years as of March 31, 2021 and September 30, 2020, respectively, and the weighted average incremental borrowing rate was 4.63% and 4.40% at March 31, 2021 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.

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

March 31,
2021 September 30,
2020
ROU assets:
   Other assets $ 141.1 $ 116.3
Lease liabilities:
   Other current liabilities $ 25.8 $ 23.6
   Other liabilities 130.2 103.0
      Total lease liabilities $ 156.0 $ 126.6

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


	March 31, 2021
~~Remaining Fiscal 2021~~	$	~~16.0~~
~~Fiscal 2022~~	~~31.3~~
~~Fiscal 2023~~	~~27.8~~
~~Fiscal 2024~~	~~21.0~~
~~Fiscal 2025~~	~~14.9~~
~~Thereafter~~	~~79.6~~
~~Total future minimum payments~~	$	~~190.6~~
~~Less: Implied interest~~	~~34.6~~

~~Total lease liabilities~~	$	~~156.0~~

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

Three Months Ended
March 31, Six Months Ended
March 31,
2021 2020 2021 2020
Operating lease expense $ 11.0 $ 10.1 $ 21.4 $ 21.1
Variable lease expense 1.2 1.3 2.7 2.5
Short-term lease expense 2.0 1.7 3.6 3.7

Operating cash flows for amounts included in the measurement of the Company’s operating lease liabilities were $15.3 and $14.5 for the six months ended March 31, 2021 and 2020, respectively. ROU assets obtained in exchange for operating lease liabilities during the six months ended March 31, 2021 and 2020 were $36.6 and $0.8, respectively. Of the $36.6 ROU assets obtained in exchange for operating lease liabilities during the six months ended March 31, 2021, $32.9 related to the acquisition of Almark (see Note 4).

~~NOTE 16~~ — LONG-TERM DEBT

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

March 31,
2021 September 30,
2020
4.50% Senior Notes maturing September 2031 $ 1,800.0 $ 0
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 0 1,697.3
BellRing Term B Facility 627.4 673.7
BellRing Revolving Credit Facility 0 30.0
Municipal bond 7.5 8.5
$ 7,075.1 $ 7,049.7
Less: Current portion of long-term debt 74.3 64.9
Debt issuance costs, net 55.7 62.6
Plus: Unamortized premium and discount, net 35.9 36.8
Total long-term debt $ 6,981.0 $ 6,959.0


	March 31, 2022		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	459.3		1,299.3














Municipal bond	6.4		7.5

	$	6,106.6	$	6,447.7
Less: Current portion of long-term debt	1.1		1.1
Debt issuance costs, net	42.7		47.2
Plus: Unamortized premium, net	43.1		42.2
Total long-term debt	$	6,105.9	$	6,441.6

Debt Transactions in Connection with the BellRing Spin-off

On March 8, 2022, Post entered into a Joinder Agreement No. 1 (the “Joinder Agreement”) by and among Post, as borrower, certain of Post’s subsidiaries, as guarantors, the Funding Incremental Term Loan Lenders (as defined in the Joinder Agreement), Barclays Bank PLC, as administrative agent and JPMorgan Chase Bank, N.A., as sub-agent to the administrative agent. The Joinder Agreement provided for an incremental term loan (the “Incremental Term Loan”) of $840.0 under Post’s Credit Agreement (as defined below), which Post borrowed in full on March 8, 2022.

Interest on the Incremental Term Loan accrued at the adjusted term secured overnight financing rate (“SOFR”) rate (as defined in the Credit Agreement) plus a margin of 1.50% per annum. The maturity date for the Incremental Term Loan was May 6, 2022. The Joinder Agreement permitted Post to repay the Incremental Term Loan, in whole or in part, in cash or, in lieu of cash, to exchange its obligations under the Incremental Term Loan to the Funding Incremental Term Loan Lenders for the BellRing Notes.

On March 10, 2022, Post and the Funding Incremental Term Loan Lenders entered into an exchange agreement (the “Exchange Agreement”) pursuant to which Post repaid the Incremental Term Loan and all accrued and unpaid interest and expenses owed thereunder through a combination of (i) with respect to the principal amount owed under the Incremental Term Loan, the assignment and transfer by Post of all $840.0 of the BellRing Notes to the Funding Incremental Term Loan Lenders and (ii) with respect to accrued and unpaid interest and fees and expenses owed under the Incremental Term Loan, cash on hand. As provided in the Exchange Agreement, upon completion of the transfer of the BellRing Notes to the Funding Incremental Term Loan Lenders and payment of interest, fees and expenses, the Incremental Term Loan was deemed satisfied and paid in full.

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The Company incurred a $3.5loss during the three and six months ended March 31, 2022 related to the write-off of debt issuance costs in connection with the Joinder Agreement and Exchange Agreement, which were included in “Loss on extinguishment of debt, net” in the Condensed Consolidated Statements of Operations.

On March 17, 2022, the Company redeemed $840.0 in aggregate principal amount, or approximately 65%, of the outstanding 5.75% senior notes maturing March 2027 using the proceeds from the Incremental Term Loan. The 5.75% senior notes were redeemed at a redemption price of 102.875% of the aggregate principal amount of the 5.75% senior notes being redeemed, plus accrued and unpaid interest for each day from March 1, 2022 to, but excluding, March 17, 2022. The Company incurred a $15.8 loss during the three and six months ended March 31, 2022 related to the partial redemption of the 5.75% senior notes, which was included in “Loss on extinguishment of debt, net” in the Condensed Consolidated Statements of Operations. This loss included a $24.1 premium payment for early redemption, which was paid using cash on hand, and a $5.0 write-off of debt issuance costs, partially offset by a $13.3 write-off of unamortized premiums.

Senior Notes

On ~~March 10,~~ December 22, 2021, thethe Company issued ~~$1,800.0~~an additional $500.0 principal value of ~~4.50%~~5.50% senior notes maturing i~~n September 2031.~~in December 2029. The ~~4.50%~~additional 5.50% senior n~~otes~~notes were issued at a price of 103.5% of the par value, and the Company ~~receive~~d ~~$1,783.2~~received $514.0 after incurring investment banking and other fees and expenses of ~~$16.8,~~$3.5, which ~~will be deferred~~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 5.50% senior notes. Interest payments ~~will be du~~eon the 5.50% senior notes are due semi-annually each ~~March~~June 15 and ~~September 15, beginning on September 15, 2021.~~ With the net proceeds received from the issuance, the Company redeemed the outstanding principal balance of the 5.00% senior notes. For additional information, see “Repayments of Long-Term Debt” below.December 15.

Credit Agreement

On March 18, 2020, the Company entered into a second amended and restated credit agreement ~~(the~~(as amended, including by the Joinder Agreement, 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 orand Pounds Sterling. Letters of credit are available under the Credit Agreement in an aggregate amount of up to $75.0. ~~The~~As of March 31, 2022, the Revolving Credit Facility ~~has~~had outstanding letters of credit of ~~$19.3,~~ $21.3, which reduced the available borrowing capacity ~~under~~to $728.7. As of September 30, 2021, the Revolving Credit Facility had outstanding letters of credit of $19.2, which reduced the available borrowing capacity to ~~$730.7 at~~$730.8 ~~March 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, PHPC and ~~BellRing Brands, Inc. and its subsidiaries)~~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.

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 Spin-off. For additional information regarding the BellRing Spin-off, see 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 adjusted term SOFR rate (as defined in the Credit Agreement).

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 ~~Eurodollar~~term SOFR 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~~adjusted term SOFR 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~~is determined by reference to the secured net leverage ratio (as defined in the Credit Agreement), with the applicable margin for ~~Eurodollar~~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

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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% 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 ~~ongoing~~ construction of a filtration system at the Company’s potato plant in Chaska, Minnesota, the Company ~~continues to incur~~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.

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

On October 21, 2019, BellRing entered into a credit agreement (as subsequently amended, the “BellRing Credit Agreement”), which provides for a term B loan facility in an aggregate principal amount of $700.0 (the “BellRing Term B Facility”) and a revolving credit facility in an aggregate principal amount of $200.0 (the “BellRing Revolving Credit Facility”), with the commitments under the BellRing Revolving Credit Facility to be made available to BellRing in U.S. Dollars, Euros or 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 repays the BellRing Term B Facility in whole or in part with the proceeds of new or replacement debt at a lower effective interest rate, or further amends the BellRing Credit Agreement to reduce the effective interest rate applicable to the BellRing Term B Facility, BellRing must pay a 1.00% premium on the amount repaid or subject to the interest rate reduction. In connection with the BellRing Amendment, BellRing paid debt refinancing fees of $1.5 in the three and six months ended March 31, 2021, which were included in “Loss on extinguishment and refinancing of debt, net” in the Condensed Consolidated Statements of Operations.

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 six months ended March 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 six months ended March 31, 2021, BellRing repaid $28.8 on the BellRing Term B Facility as a mandatory prepayment from fiscal 2020 excess cash flow, which was in addition to the scheduled amortization payments. The Company classified $38.2 related to the estimated mandatory prepayment of fiscal 2021 excess cash flow in “Current portion of long-term debt” on the Condensed Consolidated Balance Sheet at March 31, 2021. BellRing may prepay the BellRing Term B Facility at its option without penalty or premium, except as provided in the BellRing Amendment. The interest rate on the BellRing Term B Facility was 4.75% and 6.00% as of March 31, 2021 and September 30, 2020, respectively.

Borrowings under the BellRing Revolving Credit Facility bear interest, at the option of BellRing, at an annual rate equal to either the Eurodollar rate or the base rate (determined as described above) plus a margin, which initially was 4.25% for Eurodollar rate-based loans and 3.25% for base rate-based loans, and thereafter, will be determined by reference to the secured net leverage ratio, with the applicable margin for Eurodollar rate-based loans and base rate-based loans being (i) 4.25% and 3.25%, respectively, if the secured net leverage ratio is greater than or equal to 3.50:1.00, (ii) 4.00% and 3.00%, respectively, if the secured net leverage ratio is less than 3.50:1.00 and greater than or equal to 2.50:1.00 or (iii) 3.75% and 2.75%, respectively, if the secured net leverage ratio is less than 2.50:1.00. Facility fees on the daily unused amount of commitments under the BellRing Revolving Credit Facility initially accrued at the rate of 0.50% per annum and thereafter, depending on BellRing’s secured net leverage ratio, will accrue at rates ranging from 0.25% to 0.50% per annum. There were no amounts drawn under the BellRing Revolving Credit Facility as of March 31, 2021. The interest rate on the drawn portion of the BellRing Revolving Credit Facility was 5.25% as of September 30, 2020.

During the six months ended March 31, 2021 and 2020, BellRing borrowed $20.0 and $185.0, respectively, under the BellRing Revolving Credit Facility and repaid $50.0 and $65.0, respectively, on the BellRing Revolving Credit Facility. The available borrowing capacity under the BellRing Revolving Credit Facility was $200.0 and $170.0 as of March 31, 2021 and September 30, 2020, respectively. There were 0 outstanding letters of credit as of March 31, 2021 or September 30, 2020.

~~Table of Contents~~

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

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

Obligations under the BellRing Credit Agreement are unconditionally guaranteed by the existing and subsequently acquired or organized domestic subsidiaries of BellRing (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries of BellRing it designates as unrestricted subsidiaries) and are secured by security interests in substantially all of the assets of BellRing and the assets of its subsidiary guarantors (other than real 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 included in the Condensed Consolidated Statements of Cash Flows and the associated gain or loss included in “Loss on extinguishment ~~and refinancing~~ of debt, net” in the Condensed Consolidated Statements of Operations.


Three Months Ended March 31,	Three Months Ended March 31,	Repayments of Long-Term Debt			Loss on Extinguishment and Refinancing of Debt, net				Three Months Ended March 31,	Repayments of Long-Term Debt			Loss on Extinguishment of Debt, net
		Issuance or Borrowing	Principal Amount Repaid		Debt Premiums and Refinancing Fees Paid		Write-off of Debt Issuance Costs and Deferred Financing Fees			Debt Instrument	Principal Amount Repaid		Debt Premiums Paid		Write-off of Debt Issuance Costs		Write-off of Unamortized Premium

										5.75% senior notes	$	840.0	$	24.1	$	5.0	$	(13.3)

		5.00% Senior Notes	$	1,697.3	$	74.3	$	18.9
		BellRing Revolving Credit Facility	50.0		0		0
		BellRing Term B Facility	8.8		0		0
		Municipal bond	1.0		0		0
		BellRing Credit Agreement (a)	0		1.5		0			Municipal bond	1.1		—		—		—

2021		Total	$	1,757.1	$	75.8	$	18.9

2022									2022	Total	$	841.1	$	24.1	$	5.0	$	(13.3)

		5.50% Senior Notes maturing in March 2025	$	1,000.0	$	41.3	$	8.7
		8.00% Senior Notes	122.2		8.5		0.7
		BellRing Revolving Credit Facility	25.0		0		0			5.00% senior notes	$	1,697.3	$	74.3	$	18.9	$	—
		BellRing Term B Facility	8.7		0		0
		Municipal bond	1.1		0		0
		Credit Agreement (b)	0		0		0.8
2020		Total	$	1,157.0	$	49.8	$	10.2

										Municipal bond	1.0		—		—		—

2021									2021	Total	$	1,698.3	$	74.3	$	18.9	$	—

~~Table of Contents~~

Six Months Ended
March 31, Repayments of Long-Term Debt Loss on Extinguishment and Refinancing of Debt, net
Issuance or Borrowing Principal Amount Repaid Debt Premiums and Refinancing Fees Paid Write-off of Debt Issuance Costs and Deferred Financing Fees
5.00% Senior Notes $ 1,697.3 $ 74.3 $ 18.9
BellRing Revolving Credit Facility 50.0 0 0
BellRing Term B Facility 46.3 0 0
Municipal bond 1.0 0 0
BellRing Credit Agreement (a) 0 1.5 0
2021 Total $ 1,794.6 $ 75.8 $ 18.9
Term loan $ 1,309.5 $ 0 $ 9.1
Bridge loan 1,225.0 0 3.8
5.50% Senior Notes maturing in March 2025 1,000.0 41.3 8.7
8.00% Senior Notes 122.2 8.5 0.7
BellRing Revolving Credit Facility 65.0 0 0
BellRing Term B Facility 8.7 0 0
Municipal bond 1.1 0 0
Credit Agreement (b) 0 0 0.8
2020 Total $ 3,731.5 $ 49.8 $ 23.1

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

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


Six Months Ended March 31,	Repayments of Long-Term Debt			Loss on Extinguishment of Debt, net
	Debt Instrument	Principal Amount Repaid		Debt Premiums Paid		Write-off of Debt Issuance Costs		Write-off of Unamortized Premium


	5.75% senior notes	$	840.0	$	24.1	$	5.0	$	(13.3)






	Municipal bond	1.1		—		—		—



2022	Total	$	841.1	$	24.1	$	5.0	$	(13.3)



	5.00% senior notes	$	1,697.3	$	74.3	$	18.9	$	—




	Municipal bond	1.0		—		—		—

2021	Total	$	1,698.3	$	74.3	$	18.9	$	—

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

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line loans and letter of credit obligations (subject to certain exceptions specified in the Credit Agreement) exceeds 30% of the Company’s revolving credit commitments. As of March 31, ~~2021,~~2022, 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~~

NOTE 16 — COMMITMENTS AND CONTINGENCIES

Legal Proceedings

Antitrust Claims

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 (the “opt-out plaintiffs”); and (iii) indirect purchasers of shell eggs (the “indirect purchaser plaintiffs”).

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

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 been assigned a trial date in October 2022.

No expense was recorded in the Condensed Consolidated Statements of Operations related to these matters for the three or six months ended March 31, 2022 or 2021. At both March 31, 2022 and September 30, 2021, the Company had $3.5 accrued for this matter, which was included in “Other current liabilities” on the Condensed Consolidated Balance Sheets. The Company records reserves for litigation losses in accordance with ASC Topic 450, “Contingencies.” Under ASC Topic 450, a loss contingency is recorded if a loss is probable and can be reasonably estimated. The Company records probable loss contingencies based on the best estimate of the loss. If a range of loss can be reasonably estimated, but no single amount within the range appears to be a better estimate than any other amount within the range, the minimum amount in the range is accrued. These estimates are often initially developed earlier than when the ultimate loss is known, and the estimates are adjusted if additional information becomes known. Although the Company believes its accruals for this matter are appropriate, the final amounts required to resolve such matter could differ materially from recorded estimates and the Company’s consolidated financial condition, results of operations and cash flows could be materially affected.

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

Other

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aggregate to the consolidated financial condition, results of operations or cash flows of the ~~BellRing Credit Agreement, BellRing~~Company. In addition, although it is ~~required~~difficult to ~~comply~~estimate the potential financial impact of actions regarding expenditures for compliance with ~~a financial covenant requiring BellRing to maintain a total net leverage ratio (as defined~~regulatory matters, in the ~~BellRing Credit Agreement)~~opinion of management, based upon the information currently available, the ultimate liability arising from such compliance matters is not expected to ~~exceed 6.00~~be material to ~~1.00, measured as~~the consolidated financial condition, results of operations or cash flows of the ~~last day of each fiscal quarter. The total net leverage ratio of BellRing did not exceed this threshold as of March 31, 2021.~~

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

~~Table of Contents~~

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,~~expense (income), net.”


		North America									North America
		Three Months Ended March 31,				Six Months Ended March 31,					Three Months Ended March 31,				Six Months Ended March 31,
		2021		2020		2021		2020			2022		2021		2022		2021

Service cost	Service cost	$	1.0	$	1.0	$	1.9	$	2.1	Service cost	$	1.1	$	1.0	$	2.2	$	1.9
Interest cost	Interest cost	0.8		0.9		1.6		1.8		Interest cost	0.8		0.8		1.7		1.6
Expected return on plan assets	Expected return on plan assets	(1.6)		(1.6)		(3.2)		(3.2)		Expected return on plan assets	(1.7)		(1.6)		(3.5)		(3.2)
Recognized net actuarial loss	Recognized net actuarial loss	0.6		0.4		1.2		0.9		Recognized net actuarial loss	0.4		0.6		0.8		1.2
Recognized prior service cost		0		0.1		0		0.1

Net periodic benefit cost	Net periodic benefit cost	$	0.8	$	0.8	$	1.5	$	1.7	Net periodic benefit cost	$	0.6	$	0.8	$	1.2	$	1.5


		Other International									Other International
		Three Months Ended March 31,				Six Months Ended March 31,					Three Months Ended March 31,				Six Months Ended March 31,
		2021		2020		2021		2020			2022		2021		2022		2021

Interest cost	Interest cost	$	3.8	$	3.7	$	7.5	$	7.4	Interest cost	$	4.1	$	3.8	$	8.3	$	7.5
Expected return on plan assets	Expected return on plan assets	(6.3)		(6.2)		(12.3)		(12.4)		Expected return on plan assets	(6.5)		(6.3)		(13.1)		(12.3)

Recognized prior service cost	Recognized prior service cost	0.1		0		0.2		0		Recognized prior service cost	0.1		0.1		0.2		0.2
Net periodic benefit gain	Net periodic benefit gain	$	(2.4)	$	(2.5)	$	(4.6)	$	(5.0)	Net periodic benefit gain	$	(2.3)	$	(2.4)	$	(4.6)	$	(4.6)

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


		Three Months Ended March 31,				Six Months Ended March 31,					Three Months Ended March 31,				Six Months Ended March 31,
		2021		2020		2021		2020			2022		2021		2022		2021

Service cost	Service cost	$	0.1	$	0.2	$	0.2	$	0.3	Service cost	$	0.1	$	0.1	$	0.2	$	0.2
Interest cost	Interest cost	0.4		0.4		0.8		0.9		Interest cost	0.4		0.4		0.8		0.8
Recognized net actuarial loss	Recognized net actuarial loss	0.3		0.1		0.6		0.3		Recognized net actuarial loss	0.1		0.3		0.3		0.6
Recognized prior service credit	Recognized prior service credit	(1.2)		(1.1)		(2.4)		(2.3)		Recognized prior service credit	(1.1)		(1.2)		(2.3)		(2.4)
Net periodic benefit gain	Net periodic benefit gain	$	(0.4)	$	(0.4)	$	(0.8)	$	(0.8)	Net periodic benefit gain	$	(0.5)	$	(0.4)	$	(1.0)	$	(0.8)

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NOTE 18 — SHAREHOLDERS’ EQUITY

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


		Three Months Ended March 31,				Six Months Ended March 31,					Three Months Ended March 31,				Six Months Ended March 31,
		2021		2020		2021		2020			2022		2021		2022		2021
Shares repurchased		1.6		2.0		3.3		4.2
Shares repurchased (in millions)										Shares repurchased (in millions)	0.4		1.6		1.9		3.3
Average price per share	Average price per share	$	98.29	$	101.77	$	95.78	$	102.40	Average price per share	$	105.54	$	98.29	$	103.81	$	95.78
Total cost including broker’s commissions (a)	Total cost including broker’s commissions (a)	$	155.4	$	206.0	$	315.3	$	429.1	Total cost including broker’s commissions (a)	$	38.2	$	155.4	$	193.2	$	315.3

(a)“Purchases of treasury stock” in the Condensed Consolidated Statement of Cash Flows for the six months ended March 31, 2022 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” in the Condensed Consolidated Statement of Cash Flows for the six months ended March 31, 2021 included $7.4 of repurchases of common stock that were accrued at September 30, 2020 and did not settle until fiscal 2021. ~~Purchases~~

BellRing Spin-off Impact on Equity Awards

In connection with the BellRing Spin-off, adjustments were made to the terms of ~~treasury~~outstanding equity-based awards (the “Post Equity Awards”) to preserve the intrinsic value of the Post Equity Awards and to participants’ accounts under the non-qualified deferred compensation plans maintained by Post with respect to notional investments in Post common stock (the “Post NQDC Accounts”). The adjustments to the Post Equity Awards and Post NQDC Accounts were based on the volume weighted average price of Post common stock during the five trading day period prior to and including March 10, 2022 and the volume weighted average price of Post common stock during the five trading day period immediately following March 10, 2022.

In addition, certain performance-based restricted stock units granted in 2019 to named executive officers of Post pursuant to the ~~Condensed Consolidated Statement~~Post Holdings, Inc. 2019 Long-Term Incentive Plan that were outstanding as of ~~Cash Flows~~immediately prior to the BellRing Spin-off (the “2019 PRSUs”) were converted into a number of time-based restricted stock units based on achievement of Post’s total shareholder return ranking compared to such rankings of peer companies over a specified performance period ending on March 10, 2022. The vesting of the converted 2019 PRSUs is subject to the requirement to remain employed through October 15, 2022, and will otherwise remain subject to the terms and restrictions of the applicable award agreements.

The equity award adjustments had an immaterial impact on the Company’s Statements of Operations for the three and six months ended March 31, ~~2020 included $8.7 of repurchases of common stock that were accrued at September 30, 2019 and did not settle until fiscal 2020.~~

The Company may, from time to time, enter into common stock structured repurchase arrangements with financial institutions using general corporate funds. Under such arrangements, the Company pays a fixed sum of cash upon execution of each agreement in exchange for the right to receive either a predetermined amount of cash or Post common stock. Upon expiration of each agreement, if the closing market price of Post’s common stock is above a predetermined price, the Company will have the initial investment returned with a premium in cash. If the closing market price of Post’s common stock is at or below the predetermined price, the Company will receive the number of shares specified in the agreement. During the year ended September 30, 2020, the Company entered into a structured share repurchase arrangement which required cash payments totaling $46.4, which were recorded as “Additional paid-in-capital” on the Condensed Consolidated Balance Sheet at September 30, 2020. This arrangement settled in November 2020, and the Company received cash payments of $47.5 which were recorded as “Additional paid-in-capital” on the Condensed Consolidated Balance Sheet at March 31, 2021 and as “Cash received from share repurchase contracts” in the Condensed Consolidated Statement of Cash Flows for the six months ended March 31, 2021.2022.

NOTE 19 — SEGMENTS

At March 31, ~~2021,~~2022, the Company’s operating and reportable segments were as follows:

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

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

•Foodservice: primarily egg and potato products; and

•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.~~products.

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/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
March 31, Six Months Ended
March 31,
2021 2020 2021 2020
Net Sales
Post Consumer Brands $ 479.9 $ 507.9 $ 924.9 $ 949.1
Weetabix 113.4 113.4 226.9 214.9
Foodservice 369.2 378.4 723.7 799.0
Refrigerated Retail 239.5 237.6 502.6 487.5
BellRing Brands 282.1 257.5 564.5 501.5
Eliminations (0.8) (0.6) (1.3) (1.0)


		Three Months Ended March 31,				Six Months Ended March 31,
		2022		2021		2022		2021
Net Sales
	Post Consumer Brands	$	573.1	$	479.9	$	1,080.4	$	924.9
	Weetabix	117.0		113.4		235.6		226.9
	Foodservice	451.9		369.2		890.5		723.7

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													Refrigerated Retail		267.6		239.5		541.0		502.6

													Eliminations and Corporate		0.1		(0.5)		(0.3)		(0.8)
			Total	$	1,483.3	$	1,494.2	$	2,941.3	$	2,951.0			Total	$	1,409.7	$	1,201.5	$	2,747.2	$	2,377.3
Segment Profit	Segment Profit											Segment Profit
		Post Consumer Brands		$	91.8	$	92.4	$	162.3	$	173.0		Post Consumer Brands		$	79.5	$	91.8	$	150.8	$	162.3
		Weetabix		25.9		28.0		54.0		51.7			Weetabix		26.8		25.9		54.0		54.0
		Foodservice		8.8		23.8		19.6		70.8			Foodservice		20.0		8.8		35.1		19.6
		Refrigerated Retail		24.2		30.2		57.9		56.2			Refrigerated Retail		17.0		24.2		30.6		57.9
		BellRing Brands		15.6		35.1		63.4		84.4

			Total segment profit	166.3		209.5		357.2		436.1				Total segment profit	143.3		150.7		270.5		293.8
General corporate expenses and other	General corporate expenses and other			15.1		52.7		28.9		80.1		General corporate expenses and other			45.0		15.1		91.1		28.9

Interest expense, net	Interest expense, net			94.8		94.0		191.4		196.9		Interest expense, net			87.2		83.5		170.0		167.3
Loss on extinguishment and refinancing of debt , net				94.7		60.0		94.7		72.9
(Income) expense on swaps, net				(185.6)		224.6		(227.2)		163.2
Earnings (loss) before income taxes and equity method loss				$	147.3	$	(221.8)	$	269.4	$	(77.0)
Loss on extinguishment of debt, net												Loss on extinguishment of debt, net			19.3		93.2		19.3		93.2
Income on swaps, net												Income on swaps, net			(128.2)		(185.6)		(91.3)		(227.2)
Gain on investment in BellRing												Gain on investment in BellRing			(447.7)		—		(447.7)		—
Earnings before income taxes and equity method loss												Earnings before income taxes and equity method loss			$	567.7	$	144.5	$	529.1	$	231.6
Net sales by product	Net sales by product											Net sales by product
		Cereal and granola		$	575.7	$	621.1	$	1,134.0	$	1,163.6		Cereal and granola		$	671.4	$	575.7	$	1,278.7	$	1,134.0
		Nut butters		17.4		0		17.4		0			Nut butters		18.5		17.4		37.0		17.4
		Eggs and egg products		353.8		363.2		691.9		758.5			Eggs and egg products		436.7		353.8		860.1		691.9
		Side dishes (including potato products)		138.4		143.1		293.9		291.6			Side dishes (including potato products)		166.2		138.4		331.1		293.9
		Cheese and dairy		54.6		56.5		117.3		124.1			Cheese and dairy		54.0		54.6		113.6		117.3
		Sausage		43.0		40.3		87.3		86.2			Sausage		44.7		43.0		92.4		87.3
		Protein-based products and supplements		282.2		257.6		564.7		501.7

		Other		18.8		12.9		35.8		26.1			Other		18.5		19.0		35.0		36.2
		Eliminations		(0.6)		(0.5)		(1.0)		(0.8)			Eliminations and Corporate		(0.3)		(0.4)		(0.7)		(0.7)
			Total	$	1,483.3	$	1,494.2	$	2,941.3	$	2,951.0			Total	$	1,409.7	$	1,201.5	$	2,747.2	$	2,377.3
Depreciation and amortization	Depreciation and amortization											Depreciation and amortization
		Post Consumer Brands		$	29.2	$	28.1	$	57.4	$	56.0		Post Consumer Brands		$	33.9	$	29.2	$	67.7	$	57.4
		Weetabix		9.4		8.6		18.8		17.3			Weetabix		9.6		9.4		18.9		18.8
		Foodservice		31.6		29.7		62.3		58.7			Foodservice		31.5		31.6		63.5		62.3
		Refrigerated Retail		18.3		17.6		36.4		35.0			Refrigerated Retail		19.4		18.3		39.7		36.4
		BellRing Brands		23.9		6.4		30.6		12.8

			Total segment depreciation and amortization	112.4		90.4		205.5		179.8				Total segment depreciation and amortization	94.4		88.5		189.8		174.9
		Corporate		1.0		1.1		2.0		2.0			Corporate		0.9		1.0		1.9		2.0
			Total	$	113.4	$	91.5	$	207.5	$	181.8			Total	$	95.3	$	89.5	$	191.7	$	176.9

Assets	Assets							March 31, 2021		September 30, 2020		Assets							March 31, 2022		September 30, 2021
		Post Consumer Brands						$	3,407.9	$	3,291.7		Post Consumer Brands						$	3,483.8	$	3,467.8
		Weetabix						1,983.3		1,864.5			Weetabix						1,882.8		1,930.4
		Foodservice and Refrigerated Retail						5,096.9		5,022.0			Foodservice and Refrigerated Retail						4,993.0		5,074.2
		BellRing Brands						639.2		653.5

		Corporate						1,013.7		1,315.0			Corporate						1,471.1		1,248.2
			Total					$	12,141.0	$	12,146.7			Total assets of continuing operations					11,830.7		11,720.6
														Total assets of discontinued operations					—		694.1
														Total assets					$	11,830.7	$	12,414.7

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NOTE 20 — SUBSEQUENT EVENT

On April 5, 2022, the Company completed its acquisition of Lacka Foods Limited (“Lacka Foods”), a U.K.-based producer of ready-to-drink protein shakes and nutritional snacks. The Company made a closing payment of £22.8 (approximately $30.0, which included amounts paid to third parties for obligations of Lacka Foods), and could be required to pay additional earnings-based contingent consideration up to a maximum of £3.5 (approximately $4.6). The results of Lacka Foods’ operations will be reported in the Weetabix segment.

This transaction will be accounted for as a business combination under the acquisition method of accounting. The Company will record the assets acquired and liabilities assumed at their fair values as of the acquisition date. Due to the limited time since the closing of the acquisition, the valuation efforts and related acquisition accounting is incomplete at the time of the filing of the unaudited 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, 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 allocation and determination of the fair values for the assets acquired and liabilities assumed.

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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.

On March 10, 2022, we completed the BellRing Spin-off (as defined below), which represented a strategic shift that had a major effect on our operations and consolidated financial results. Accordingly, the historical results of BellRing Intermediate Holdings, Inc. (formerly known as BellRing Brands, Inc.) (“Old BellRing“) and BellRing Distribution, LLC prior to the BellRing Spin-off (as defined below) have been presented as discontinued operations in our Condensed Consolidated Statements of Operations, Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flows. The following discussion reflects continuing operations only, unless otherwise indicated. See below for additional information.

OVERVIEW

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

At March 31, ~~2021,~~2022, our reportable segments were as follows:

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

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

•Foodservice: primarily egg and potato products; and

•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.~~products.

Transactions

~~On October 21, 2019,~~Completion of Previously Announced Distribution of BellRing Brands, Inc.

On March 9, 2022, pursuant to the Transaction Agreement and Plan of Merger, dated as of October 26, 2021 (as amended by Amendment No.1 to the Transaction Agreement and Plan of Merger, dated as of February 28, 2022, the “Spin-off Agreement”), by and among us, Old BellRing, BellRing Brands, Inc. (formerly known as BellRing Distribution, LLC) (“BellRing”) and BellRing Merger Sub Corporation, a wholly-owned subsidiary of BellRing (“BellRing Merger Sub”), we contributed our ~~subsidiary, closed its initial public offering~~share of Old BellRing Class B common stock, $0.01 par value per share, all of our BellRing Brands, LLC non-voting membership units and $550.4 million of cash to BellRing in exchange for certain limited liability company interests of BellRing and the right to receive $840.0 million in aggregate principal amount of BellRing’s 7.00% senior notes maturing 2030 (the “BellRing ~~IPO”~~Notes” and such transactions, collectively, the “BellRing Contribution”).

On March 10, 2022, BellRing converted into a Delaware corporation and changed its name to “BellRing Brands, Inc.”, and we distributed an aggregate of ~~39.4~~78.1 million, or 80.1%, of our shares of ~~its~~BellRing common stock, par value $0.01 per share (“BellRing Common Stock”), to our shareholders of record as of the close of business, Central Time, on February 25, 2022 (the “Record Date”) in a pro-rata distribution (the “BellRing Distribution”). Our shareholders received 1.267788 shares of BellRing Common Stock for every one share of Post common stock held as of the Record Date. No fractional shares of BellRing Common Stock were issued and instead, cash in lieu of any fractional shares was paid to our shareholders.

Upon completion of the BellRing Distribution, BellRing Merger Sub merged with and into Old BellRing (the “BellRing Merger”), with Old BellRing continuing as the surviving corporation and becoming a wholly-owned subsidiary of BellRing. Pursuant to the BellRing Merger, each outstanding share of Old BellRing Class A common stock, $0.01 par value per share, ~~(the “Class A~~was converted into one share of BellRing Common ~~Stock”). BellRing received net proceeds from~~Stock plus $2.97 in cash. The transactions described above, including the BellRing ~~IPO~~Contribution, the BellRing Distribution and the BellRing Merger, as well as the Debt-for-Debt Exchange described below, are collectively referred to as the “BellRing Spin-off”.

Table of ~~$524.4 million, after deducting underwriting discounts~~Contents

Immediately following the BellRing Spin-off, we owned approximately 14.2% of the BellRing Common Stock and ~~commissions.~~our shareholders owned approximately 57.3% of the BellRing Common Stock. The former Old BellRing stockholders owned approximately 28.5% of the BellRing Common Stock, maintaining the same effective percentage ownership interest in the Old BellRing business as prior to the BellRing Spin-off. As a result of the BellRing ~~IPO~~Spin-off, the dual class voting structure in the BellRing business was eliminated. The BellRing Distribution was structured in a manner intended to qualify as a tax-free distribution to Post shareholders for United States (“U.S.”) federal income tax purposes, except to the extent of any cash received in lieu of fractional shares of BellRing Common Stock.

We incurred separation-related expenses of $25.9 million and ~~certain~~$28.4 million during the three and six months ended March 31, 2022, respectively. These expenses generally included third party costs for advisory services, fees charged by other ~~transactions completed~~service providers and government filing fees and were included in “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Operations.

On March 17, 2022, we utilized proceeds received in connection with the BellRing ~~IPO,~~Spin-off to redeem a portion of our existing 5.75% senior notes (the “Debt-for-Debt Exchange”).

For additional information on the BellRing ~~became~~Spin-off, refer to Notes 3 and 15 within “Notes to Condensed Consolidated Financial Statements.”

Initial Public Offering of Post Holdings Partnering Corporation

On May 28, 2021, we and Post Holdings Partnering Corporation, a ~~publicly-traded~~newly formed special purpose acquisition company ~~whose Class~~incorporated as a Delaware corporation (“PHPC”), consummated the initial public offering of 30.0 million units of PHPC (the “PHPC Units”). On June 3, 2021, PHPC issued an additional 4.5 million PHPC Units pursuant to the underwriters’ exercise in full of their over-allotment option. The term “PHPC IPO” as used herein generally refers to the consummation of the initial public offering on May 28, 2021 and the underwriters’ exercise in full of their over-allotment option on June 3, 2021. Each PHPC Unit consists of one share of Series A common stock of PHPC, $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 ~~is traded~~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 30.0 million PHPC Units in the initial public offering on May 28, 2021 for $40.0 million. The PHPC Units began trading on the New York Stock Exchange (the “NYSE”) under the ticker symbol ~~“BRBR”~~“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 ~~holding company of BellRing Brands, LLC, a Delaware limited liability company (“BellRing LLC”)~~PHPC Warrants listed on the NYSE under the ticker symbols “PSPC” and “PSPC WS”, ~~owning 28.8% of BellRing LLC’s non-voting membership units (the “BellRing LLC units”), with us owning 71.2%~~respectively. Under the terms of the ~~BellRing LLC~~PHPC IPO, PHPC is required to consummate a partnering transaction within 24 months (or 27 months under certain circumstances) of the closing of the initial public offering on May 28, 2021.

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 ~~one~~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 ~~BellRing’s Class B~~PHPC Series A Common Stock threshold is met) and (iii) subject to certain limited exceptions, will be subject to transfer restrictions until 30 days following the consummation of PHPC’s partnering transaction. If the PHPC Private Placement Warrants are held by holders other than PHPC Sponsor or its permitted transferees, the PHPC Private Placement Warrants will be redeemable by PHPC in all redemption scenarios and exercisable by holders on the same basis as the PHPC Warrants.

In addition, we, through PHPC Sponsor’s ownership of 8.6 million shares of Series F common stock ~~$0.01~~of PHPC, $0.0001 par value per share, ~~(the “Class B Common Stock”~~have certain governance rights in PHPC relating to the election of PHPC directors and ~~collectively~~voting rights on amendments to PHPC’s certificate of incorporation.

In connection with the ~~Class~~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 ~~“BellRing Common Stock”~~closing of PHPC’s partnering transaction.

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In determining the accounting treatment of our equity interest in PHPC, management concluded that PHPC is a variable interest entity (“VIE”)~~. The Class B Common Stock~~ 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 ~~voting rights but no rights~~both the power to ~~dividends or other~~direct the activities of a VIE that most significantly impact the entity’s economic ~~rights. For so long~~performance, as ~~we or our affiliates (other than BellRing and its subsidiaries) directly own more than 50%~~well as the obligation to absorb losses of the ~~BellRing LLC units,~~entity or the ~~Class B Common Stock represents 67%~~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 ~~combined voting power of the BellRing Common Stock. BellRing LLC~~activities that significantly impact PHPC’s economic performance, including target identification. As such, PHPC is ~~the holding company for~~fully consolidated into our 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 is reported herein as the BellRing Brands segment.financial statements.

As of both March 31, ~~2021~~2022 and September 30, ~~2020,~~2021, we ~~and our affiliates (other than BellRing and its subsidiaries)~~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 following acquisitions during fiscal 2021:

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

~~Fiscal~~•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; and~~segment.

•~~Almark Foods~~Divestitures

We completed the sale of the Willamette Egg Farms business ~~and related assets (“Almark”~~(the “WEF Transaction”)~~, acquired~~ on ~~February~~December 1, ~~2021 and~~2021. Prior to the WEF Transaction, Willamette Egg Farms’ operating results were reported in our ~~Foodservice~~Refrigerated Retail segment.

~~Fiscal 2020~~

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

~~Due to the level of integration within our existing Foodservice businesses, certain discrete financial data for Henningsen is not available for the three and six months ended March 31, 2021.~~

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COVID-19

The COVID-19 pandemic has caused and continues to cause global economic disruption and uncertainty, including in our business. We continue to closely monitor the impact of the COVID-19 pandemic and developments related thereto and are taking, or have taken, necessary actions to ensure our ability to safeguard the health of our employees, including their economic health, maintain the continuity of our supply chain to 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;

•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 of fiscal 2020. However, at March 31, 2021, the liquid and powder 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 continue to 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 2020 lows,~~Since then, the recovery of our foodservice volumes improved during the second half of fiscal 2020. Sequential improvements at the end of fiscal 2020 started to reverse in November and December 2020 as government restrictions were reinstituted, however, these declines havehas been ~~partially offset by improved volumes in March 2021 as certain restrictions ended. Foodservice volumes continue to follow~~closely tracking with changes in the degree of restrictions on mobility and ~~gatherings.~~ gathering, including the impacts of the Omicron variant. 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, overall foodservice volumes remain below pre-pandemic levels.

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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 improving but expected to persist throughout fiscal 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 mitigate 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 2023.

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

Conflict in Ukraine

The ongoing conflict in Ukraine and the subsequent economic sanctions imposed by some countries have had, and may continue to have, an adverse impact on fuel, transportation and commodity costs and may cause supply and demand disruptions in the markets we serve, including Europe. While we do not have operations in Russia, Ukraine or Belarus and do not have significant direct exposure to customers in those countries, our businesses and operations have been negatively impacted by increased inflation, escalating energy and fuel prices and constrained availability, and thus increasing costs, of certain raw materials and other commodities, and declarations of force majeure by certain suppliers during the second quarter of fiscal 2022. We expect certain energy costs and raw material costs to remain elevated as a result of the ongoing conflict. Our Weetabix segment purchases all of its natural gas from a U.K. domiciled subsidiary of a Russian-owned energy company. To date, the economic sanctions imposed on Russian businesses have not had a direct impact on the procurement of natural gas for our Weetabix business, however, there can be no assurance that additional sanctions will not be implemented. If our natural gas purchases are impacted by sanctions, we may incur additional costs to procure natural gas.

Avian Influenza

During the second quarter of fiscal 2022, our Foodservice and Refrigerated Retail segments were impacted by an outbreak of avian influenza (“AI”). As a result of AI, we anticipate incurring increased costs related to production inefficiencies, egg supply constraints and higher market-based egg prices due to the limited availability of eggs on the open market. We plan to mitigate these increased costs through the management of volume needs with customers and pricing actions to cover the higher cost structure. Through these actions, we anticipate mitigating the impact of AI on the profitability of our egg business. However, these actions do not contemplate further AI outbreaks, and we expect AI to have continued impact on our egg volumes until supply is re-established.

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RESULTS OF OPERATIONS

Three Months Ended March 31, Six Months Ended March 31,
favorable/(unfavorable) favorable/(unfavorable)
dollars in millions 2021 2020 $ Change % Change 2021 2020 $ Change % Change
Net Sales $ 1,483.3 $ 1,494.2 $ (10.9) (1) % $ 2,941.3 $ 2,951.0 $ (9.7) — %
Operating Profit $ 145.1 $ 153.5 $ (8.4) (5) % $ 311.4 $ 349.5 $ (38.1) (11) %
Interest expense, net 94.8 94.0 (0.8) (1) % 191.4 196.9 5.5 3 %
Loss on extinguishment and refinancing of debt, net 94.7 60.0 (34.7) (58) % 94.7 72.9 (21.8) (30) %
(Income) expense on swaps, net (185.6) 224.6 410.2 183 % (227.2) 163.2 390.4 239 %
Other income, net (6.1) (3.3) 2.8 85 % (16.9) (6.5) 10.4 160 %
Income tax expense (benefit) 29.5 (47.1) (76.6) (163) % 52.7 (16.7) (69.4) (416) %
Equity method loss, net of tax 7.0 11.1 4.1 37 % 14.9 18.4 3.5 19 %
Less: Net earnings attributable to noncontrolling interests 0.9 5.6 4.7 84 % 10.7 13.5 2.8 21 %
Net Earnings (Loss) $ 109.9 $ (191.4) $ 301.3 157 % $ 191.1 $ (92.2) $ 283.3 307 %


	Three Months Ended March 31,								Six Months Ended March 31,
					favorable/(unfavorable)								favorable/(unfavorable)
dollars in millions	2022		2021		$ Change		% Change		2022		2021		$ Change		% Change
Net Sales	$	1,409.7	$	1,201.5	$	208.2	17	%	$	2,747.2	$	2,377.3	$	369.9	16	%

Operating Profit	$	100.0	$	129.5	$	(29.5)	(23)	%	$	178.2	$	248.0	$	(69.8)	(28)	%
Interest expense, net	87.2		83.5		(3.7)		(4)	%	170.0		167.3		(2.7)		(2)	%
Loss on extinguishment of debt, net	19.3		93.2		73.9		79	%	19.3		93.2		73.9		79	%
Income on swaps, net	(128.2)		(185.6)		(57.4)		(31)	%	(91.3)		(227.2)		(135.9)		(60)	%
Gain on investment in BellRing	(447.7)		—		447.7		n/a		(447.7)		—		447.7		n/a
Other expense (income), net	1.7		(6.1)		(7.8)		(128)	%	(1.2)		(16.9)		(15.7)		(93)	%
Income tax expense	21.1		28.6		7.5		26	%	8.3		43.5		35.2		81	%
Equity method loss, net of tax	18.7		7.0		(11.7)		(167)	%	37.3		14.9		(22.4)		(150)	%
Less: Net earnings attributable to noncontrolling interests from continuing operations	2.3		0.2		2.1		1,050	%	2.6		0.5		2.1		420	%
Net (loss) earnings from discontinued operations, net of tax and noncontrolling interest	(2.3)		1.2		(3.5)		(292)	%	21.6		18.4		3.2		17	%


Net Earnings	$	523.3	$	109.9	$	413.4	376	%	$	502.5	$	191.1	$	311.4	163	%

Net Sales

Net sales ~~decreased $10.9~~increased $208.2 million, or 1%17%, during the three months ended March 31, ~~2021,~~2022, compared to the corresponding period in the prior year, as a result of ~~declines in our Post Consumer Brands and Foodservice segments, partially offset by~~ growth in all of our ~~BellRing Brands and Refrigerated Retail~~ segments, as well as incremental contributions from our ~~current year and~~ prior year acquisitions.

Net sales ~~decreased $9.7~~increased $369.9 million, or 16%, during the six months ended March 31, ~~2021,~~2022, compared to the corresponding period in the prior year, as a result of ~~declines~~growth in our Foodservice, ~~and~~ Post Consumer Brands ~~segments, partially offset by increases in our BellRing Brands, Refrigerated Retail~~ and Weetabix segments, as well as incremental contributions from our ~~current year and~~ prior year acquisitions. These positive impacts were partially offset by a decline, after excluding the impact of acquisitions, in our Refrigerated Retail segment.

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

Operating Profit

Operating profit decreased ~~$8.4~~$29.5 million, or 5%23%, during the three months ended March 31, ~~2021,~~2022, compared to the corresponding period in the prior year, ~~primarily~~ due to increased general corporate expenses and lower segment profit within ~~all of~~ our Refrigerated Retail and Post Consumer Brands segments, partially offset by ~~decreased general corporate expenses~~higher segment profit within our Foodservice and ~~other and incremental contributions from our current year and prior year~~Weetabix segments, excluding the impact of acquisitions.

Operating profit decreased ~~$38.1~~$69.8 million, or ~~11%~~28%, during the six months ended March 31, ~~2021,~~2022, compared to the corresponding period in the prior year, ~~primarily~~ due to increased general corporate expenses and lower segment profit within our Refrigerated Retail segment, partially offset by higher segment profit within our Foodservice ~~BellRing Brands~~ and Post Consumer Brands segments, partially offset by increased segment profit within our Weetabix and Refrigerated Retail segments, as well as decreased general corporate expenses and other and incremental contributions from our current year and prior yearexcluding the impact of acquisitions.

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

Interest Expense, Net

Interest expense, net increased ~~$0.8~~$3.7 million, or 1%4%, during the three months ended March 31, ~~2021,~~2022, compared to the corresponding period in the prior year, driven by ~~lower interest income~~the issuance of ~~$1.9 million on our cash balances and increased losses~~senior notes during the first quarter of ~~$0.7 million (compared to gains in the prior year period) on our interest rate swap contracts,~~fiscal 2022, partially offset by ~~a lower weighted-average interest rate when compared~~increased amortization of debt premium related to the ~~prior year period.~~issuance of the senior notes during the first quarter of fiscal 2022 and decreased debt issuance costs related to the partial redemption of senior notes during the second quarter of fiscal 2022. Our weighted-average interest rate on our total outstanding debt decreased to 5.1% for the three months ended March 31, 2022 from 5.2% for the three months ended March 31, 2021, ~~from 5.4% for the three months ended March 31, 2020,~~ driven by ~~refinancing~~a change in the mix of debt ~~at lower interest rates.~~outstanding.

Interest expense, net ~~decreased $5.5~~increased $2.7 million, or 3%2%, during the six months ended March 31, ~~2021,~~2022, compared to the corresponding period in the prior year, driven by ~~decreased losses~~the issuance of ~~$6.0 million on our interest rate swap contracts and a lower weighted-average interest rate when compared to~~senior notes during the ~~prior year period,~~first quarter of fiscal 2022, partially offset by ~~lower interest income~~increased amortization of ~~$5.2~~debt premium related to the issuance of the senior notes during the first quarter of fiscal

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~~million on our cash balances.~~2022 and decreased debt issuance costs related to the partial redemption of senior notes during the second quarter of fiscal 2022. Our weighted-average interest rate on our total outstanding debt decreased to 5.1% for the six months ended March 31, 2022 from 5.2% for the six months ended March 31, 2021, ~~from 5.5% for the six months ended March 31, 2020,~~ driven by ~~refinancing~~a change in the mix of debt ~~at lower interest rates.~~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 1615 within “Notes to Condensed Consolidated Financial Statements” and “Quantitative and Qualitative Disclosures About Market Risk” within Item 3.

Loss on Extinguishment ~~and Refinancing~~ of Debt, Net

Fiscal 2022

During the three and six months ended March 31, 2022, we recognized a loss of $19.3 million primarily related to the partial redemption of our 5.75% senior notes. This loss included a $24.1 million premium payment for early redemption and a $5.0 million write-off of debt issuance costs, partially offset by a $13.3 million write-off of unamortized premiums. In addition, we recognized a $3.5 million loss on the write-off of debt issuance costs related to our Incremental Term Loan (as defined in “Liquidity and Capital Resources”).

For additional information on our debt, refer to Note 15 within “Notes to Condensed Consolidated Financial Statements”.

Fiscal 2021

During the three and six months ended March 31, 2021, we recognized a loss of ~~$94.7~~$93.2 million related to the repayment of the outstanding principal balance of our 5.00% senior ~~notes, as well as BellRing’s amendment of its credit agreement (as amended, the “BellRing Credit Agreement”).~~notes. The loss included debt premiums ~~and refinancing fees~~ paid of ~~$75.8~~$74.3 million and write-offs of debt issuance costs of $18.9 million.

~~Fiscal 2020~~

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

During the six months ended March 31, 2020, we recognized a net loss of $72.9 million related to the repayments of the outstanding principal balances of our 2020 bridge loan (the “2020 Bridge Loan”) by BellRing, our term loan, our 5.50% senior notes maturing in March 2025 and our 8.00% senior notes, as well as the amendment and restatement of our credit agreement. The loss included debt premiums paid of $49.8 million and write-offs of debt issuance costs and deferred financing fees of $23.1 million.

For additional information on our debt, refer to Note 1615 within “Notes to Condensed Consolidated Financial Statements.”

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

~~Fiscal 2021~~During the three and six months ended March 31, 2022, we recognized net gains of $128.2 million and $91.3 million, respectively, related to mark-to-market adjustments on our interest rate swaps that were not designated as hedging instruments.

During the three and six months ended March 31, 2021, we recognized net gains of $185.6 million and $227.2 million, respectively, related to mark-to-market adjustments on our interest rate swaps that were not designated as hedging instruments.

~~Fiscal 2020~~

During the three and six months ended March 31, 2020, we recognized net losses of $224.6 million and $163.2 million, respectively, related to mark-to-market adjustments on our interest rate swaps that were not designated as hedging instruments.

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

Gain on Investment in BellRing

During both the three and six months ended March 31, 2022, we recorded a gain of $447.7 million related to our 14.2% equity interest in BellRing (our “Investment in BellRing”), which is accounted for as an equity security.

For additional information on our Investment in BellRing, refer to Notes 4 and 14 within “Notes to Condensed Consolidated Financial Statements”

Income Tax Expense ~~(Benefit)~~

Our effective income tax rate was ~~20.0%~~3.7% and ~~19.6%~~1.6% for the three and six months ended March 31, 2022, respectively, and 19.8% and 18.8% for the three and six months ended March 31, 2021, ~~respectively, and 21.2% and 21.7% for the three and six months ended March 31, 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 March 31, 2022, the effective income tax rate differed significantly from the statutory rate primarily as a result of (i) a $447.7 million non-cash mark-to-market adjustment on our Investment in BellRing, which is expected to be divested in a tax-free manner, and (ii) $4.6 million of discrete income tax benefit items related to our equity method loss attributable to 8th Avenue Food & Provisions, Inc. (“8th Avenue”).

In the six months ended March 31, 2022, the effective income tax rate differed significantly from the statutory rate primarily as a result of (i) a $447.7 million non-cash mark-to-market adjustment on our Investment in BellRing, which is expected to be divested in a tax-free manner, and (ii) $9.2 million of discrete income tax benefit items related to our equity method loss attributable to 8th Avenue.

For additional information on our Investment in BellRing and 8th Avenue equity method loss, refer to Note 4 within “Notes to Condensed Consolidated Financial Statements.”

Discontinued Operations

The BellRing Spin-off represented a strategic shift that had a major effect on our operations and consolidated financial results. Accordingly, the historical results of Old BellRing and BellRing Distribution, LLC prior to the BellRing Spin-off were

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presented as discontinued operations in the Condensed Consolidated Statements of Operations. For additional information on the BellRing Spin-off, refer to Notes 3 and 15 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/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.~~

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Post Consumer Brands


		Three Months Ended March 31,										Six Months Ended March 31,											Three Months Ended March 31,												Six Months Ended March 31,
								favorable/(unfavorable)										favorable/(unfavorable)														favorable/(unfavorable)												favorable/(unfavorable)
dollars in millions	dollars in millions	2021			2020			$ Change		% Change		2021			2020			$ Change		% Change					dollars in millions	2022			2021			$ Change			% Change			2022			2021			$ Change			% Change
Net Sales	Net Sales	$	479.9		$	507.9		$	(28.0)	(6)	%	$	924.9		$	949.1		$	(24.2)	(3)	%				Net Sales	$	573.1		$	479.9		$	93.2		19		%	$	1,080.4		$	924.9		$	155.5		17	%
Segment Profit	Segment Profit	$	91.8		$	92.4		$	(0.6)	(1)	%	$	162.3		$	173.0		$	(10.7)	(6)	%	Segment Profit	$	79.5		$	91.8		$	(12.3)		(13)		%	$	150.8		$	162.3		$	(11.5)		(7)		%
Segment Profit Margin	Segment Profit Margin	19		%	18		%					18		%	18		%								Segment Profit Margin	14		%	19		%							14		%	18		%

Net sales for the Post Consumer Brands segment ~~decreased $28.0~~increased $93.2 million, or 6%19%, for the three months ended March 31, ~~2021,~~2022, when compared to the prior year period. ~~Net~~The increase in net sales for the three months ended March 31, ~~2021 were positively impacted~~2022 was partially driven by the inclusion of incremental net sales of ~~$17.4~~$52.5 million attributable to our ~~current~~prior year ~~acquisition~~acquisitions of Peter ~~Pan.~~Pan and the PL RTE Cereal Business. Excluding this impact, net sales ~~decreased $45.4~~increased $40.7 million, or 9%, primarily due to ~~16% lower volume,~~increased average net selling prices as a result of increased pricing taken to mitigate inflation. In addition, volumes increased 3% primarily due to increased promotional activity, partially offset by higher average net selling prices. Volume growth was negatively impacted in the current year period by lapping increased purchases in the prior year period driven by consumer pantry loading in reaction to the COVID-19 pandemic, as well ascontinuing broader softness across value and private label cereal products and the decision to exit certain low-margin ~~business.~~private label business during the second quarter of fiscal 2021. Volume increases in Pebbles and Honey Bunches of Oats were partially offset by volume declines in private label cereal and ~~Honey Bunches of Oats,~~ Malt-O-Meal bag ~~cereal and licensed brands were partially offset by increased~~ cereal.~~Pebbles~~ ~~volume.~~Average net selling prices increased as a result of a favorable product mix and lapping the prior year negative impact of higher than expected volumes of products sold under promotions which were planned and in place prior to the surge in demand caused by the COVID-19 pandemic.

Net sales for the Post Consumer Brands segment ~~decreased $24.2~~increased $155.5 million, or 3%17%, for the six months ended March 31, ~~2021,~~2022, when compared to the prior year period. ~~Net~~The increase in net sales for the six months ended March 31, ~~2021 were positively impacted~~2022 was partially driven by the inclusion of incremental net sales of ~~$17.4~~$118.0 million attributable to our ~~current~~prior year ~~acquisition~~acquisitions of Peter ~~Pan.~~Pan and the PL RTE Cereal Business. Excluding this impact, net sales ~~decreased $41.6~~increased $37.5 million, or 4%, primarily due to ~~9% lower volume, partially offset by higher~~increased average net selling ~~prices. Volume growth was negatively impacted in the current year period by lapping increased purchases in the prior year period driven by consumer pantry loading in reaction~~prices as a result of favorable product pricing and mix. In addition, volumes decreased 3% primarily due to ~~the COVID-19 pandemic, as well as~~continuing broader softness across value and private label cereal products and the decision to exit certain low-margin ~~business.~~private label business during the second quarter of fiscal 2021. Volume declines in private label cereal, Malt-O-Meal bag cereal ~~licensed brands, government bid business~~ and Honey Bunches of Oatswere partially offset by increased Pebbles ~~volume~~volume.. Average net selling prices increased as a result of a favorable product mix and lapping the prior year negative impact of higher than expected volumes of products sold under promotions which were planned and in place prior to the surge in demand caused by the COVID-19 pandemic. Additionally, net sales for the six months ended March 31, 2021 were negatively impacted by an estimated $9.8 million in lost revenue, resulting from COVID-19 related production shutdowns and employee absences at our Battle Creek, Michigan RTE cereal facility.

Segment profit for the three months ended March 31, ~~2021~~2022 decreased ~~$0.6~~$12.3 million, or 1%13%, when compared to the prior year period. Segment profit for the three months ended March 31, ~~2021~~2022 was ~~positively~~negatively impacted by the inclusion of incremental segment ~~profit~~operating loss of ~~$3.5~~$7.8 million attributable to our ~~current~~prior year ~~acquisition~~acquisitions of Peter ~~Pan.~~Pan and the PL RTE Cereal Business. Excluding ~~this impact,~~these impacts, segment profit decreased ~~$4.1~~$4.5 million, or 4%5%, primarily driven by raw material inflation of $17.4 million, higher manufacturing costs of $14.8 million (primarily due to reduced service levels driven by supply constraints and unfavorable fixed cost absorption resulting from lower ~~net sales, as previously discussed,~~production volumes, partially offset by manufacturing cost efficiencies) and increased freight costs of ~~$9.2~~$11.1 million (excluding volume-driven impacts) ~~and higher manufacturing costs of $5.9 million, including incremental COVID-19 related expenses.~~when compared to the prior year period. These negative impacts were partially offset by ~~decreased~~higher net sales, as previously discussed, and lower advertising and consumer spending of ~~$1.7 million, lower employee-related expenses and favorable foreign exchange rates when compared to the prior year period.~~$5.8 million.

Segment profit for the six months ended March 31, ~~2021~~2022 decreased ~~$10.7~~$11.5 million, or 6%7%, when compared to the prior year period. Segment profit for the six months ended March 31, ~~2021~~2022 was ~~positively~~negatively impacted by the inclusion of incremental segment ~~profit~~operating loss of ~~$3.5~~$12.4 million attributable to our ~~current~~prior year ~~acquisition to~~acquisitions of Peter ~~Pan.~~Pan and the PL RTE Cereal Business. Prior year segment profit was negatively impacted by a $15.0 million legal settlement. Excluding ~~this impact,~~these impacts, segment profit decreased ~~$14.2~~$14.1 million, or 8%, primarily driven by ~~lower net sales, as previously discussed, a provision for legal settlement of $15.0 million, increased freight costs of $11.6 million (excluding volume-driven impacts),~~ higher manufacturing costs of ~~$10.5~~$26.5 million ~~(driven~~(primarily due to reduced service levels driven by ~~production shutdowns~~supply constraints and ~~increased employee absences related to the COVID-19 pandemic,~~unfavorable fixed cost absorption resulting from lower volume, partially offset by manufacturing cost efficiencies), raw material inflation of $22.2 million and increased ~~raw material~~freight costs of ~~$2.9 million.~~$18.5 million (excluding volume-driven impacts) when compared to the prior year period. These negative impacts were partially offset by ~~gains on sale of property of $3.8 million,~~higher net sales, as previously discussed, and lower advertising and consumer spending of ~~$2.4 million, lower employee-related expenses, favorable foreign exchange rates when compared to the prior year period and decreased warehousing expenses of $1.1~~$6.1 million. Additionally, segment profit for the six months ended March 31, 2021 was negatively impacted by lost revenue at our Battle Creek, Michigan RTE cereal facility, as previously discussed, resulting in an estimated $5.6 million in lost profit contribution.

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Weetabix


		Three Months Ended March 31,										Six Months Ended March 31,											Three Months Ended March 31,										Six Months Ended March 31,
								favorable/(unfavorable)										favorable/(unfavorable)											favorable/(unfavorable)										favorable/(unfavorable)
dollars in millions	dollars in millions	2021			2020			$ Change		% Change		2021			2020			$ Change		% Change		dollars in millions	2022			2021			$ Change		% Change		2022			2021			$ Change		% Change
Net Sales	Net Sales	$	113.4		$	113.4		$	—	—	%	$	226.9		$	214.9		$	12.0	6	%	Net Sales	$	117.0		$	113.4		$	3.6	3	%	$	235.6		$	226.9		$	8.7	4	%
Segment Profit	Segment Profit	$	25.9		$	28.0		$	(2.1)	(8)	%	$	54.0		$	51.7		$	2.3	4	%	Segment Profit	$	26.8		$	25.9		$	0.9	3	%	$	54.0		$	54.0		$	—	—	%
Segment Profit Margin	Segment Profit Margin	23		%	25		%					24		%	24		%					Segment Profit Margin	23		%	23		%					23		%	24		%

Net sales for the Weetabix segment ~~were flat~~increased $3.6 million, or 3%, for the three months ended March 31, ~~2021,~~2022, when compared to the prior year ~~period. Excluding~~period, including the impact of ~~favorable~~unfavorable foreign exchange ~~rates,~~rates. Excluding the foreign currency impact, net sales ~~decreased approximately 7%~~increased $6.9 million, or 6%, ~~driven by 9%~~on 2% lower volume. The decrease in volume was driven by reduced service levels (driven by supply constraints). Average net selling prices increased primarily due to price increases that went into effect in February 2022.

Net sales for the Weetabix segment increased $8.7 million, or 4%, for the six months ended March 31, 2022, when compared to the prior year period, including the impact of unfavorable foreign exchange rates. Excluding the foreign currency impact, net sales increased $9.6 million, or 4%, on 3% lower volume. This decrease in volume was driven by reduced service levels (driven by supply constraints), declines in RTE cereal products as a result of the lapping ~~increased purchases in the prior year period resulting from consumer pantry loading in reaction to the COVID-19 pandemic, a pull forward~~ of export sales into the first quarter of fiscal 2021 as a result of customer preparation for the United Kingdom’s exit from the European Union, which reduced customer purchases in the three months ended March 31, 2021, and declines in on-the-go consumption of cereal bars and ~~Weetabix On the Go~~ drinks, partially offset by private label cereal distribution gains and new product introductions. Average net selling prices increased as a result of targeted price increases that went into effect in March 2020 and a favorable product mix.

Net sales for the Weetabix segment increased $12.0 million, or 6%, for the six months ended March 31, 2021, when compared to the prior year period, primarily driven by favorable foreign exchange rates. Excluding this impact, net sales increased $1.0 million. Volume decreased 1%, driven by declines in RTE cereal products as a result of lapping increased purchases in the prior year period driven by consumer pantry loading and increased at-home consumption in reaction to the COVID-19 ~~pandemic and declines in on-the-go consumption of cereal bars and~~ ~~Weetabix On the Go~~ ~~drinks,~~pandemic. These negative impacts were partially offset by ~~private label distribution gains, higher extruded product volumes and~~ new product introductions. Average net selling prices increased primarily due to ~~targeted~~ price ~~increases that went into effect in March 2020 and a favorable product mix.~~increases.

Segment profit for the three months ended March 31, ~~2021 decreased $2.1~~2022 increased $0.9 million, or 8%, when compared to the prior year period. This decrease was driven by lower volume, as previously discussed, partially offset by favorable foreign exchange rates, higher average net selling prices, as previously discussed, favorable manufacturing and raw material costs of $0.8 million and lower employee-related expenses.

~~Segment profit for the six months ended March 31, 2021 increased $2.3 million, or 4%~~3%, when compared to the prior year period. This increase was driven by ~~favorable foreign exchange rates and~~ higher ~~average~~ net ~~selling prices,~~sales, as previously ~~discussed. These positive impacts were~~discussed, partially offset by ~~lower volume,~~higher advertising and consumer spending of $1.6 million, raw material inflation of $1.1 million, higher transportation costs and unfavorable foreign exchange rates.

Segment profit for the six months ended March 31, 2022 was flat compared to the prior year period. Segment profit was impacted by higher net sales, as previously discussed, partially offset by higher advertising and consumer spending of $2.9 million, raw material inflation of $2.8 million and higher ~~warehousing costs of $0.8 million.~~transportation costs.

Foodservice


		Three Months Ended March 31,										Six Months Ended March 31,											Three Months Ended March 31,												Six Months Ended March 31,
								favorable/(unfavorable)										favorable/(unfavorable)														favorable/(unfavorable)												favorable/(unfavorable)
dollars in millions	dollars in millions	2021			2020			$ Change		% Change		2021			2020			$ Change		% Change					dollars in millions	2022			2021			$ Change			% Change			2022			2021			$ Change			% Change
Net Sales	Net Sales	$	369.2		$	378.4		$	(9.2)	(2)	%	$	723.7		$	799.0		$	(75.3)	(9)	%				Net Sales	$	451.9		$	369.2		$	82.7		22		%	$	890.5		$	723.7		$	166.8		23	%
Segment Profit	Segment Profit	$	8.8		$	23.8		$	(15.0)	(63)	%	$	19.6		$	70.8		$	(51.2)	(72)	%	Segment Profit	$	20.0		$	8.8		$	11.2		127		%	$	35.1		$	19.6		$	15.5		79		%
Segment Profit Margin	Segment Profit Margin	2		%	6		%					3		%	9		%								Segment Profit Margin	4		%	2		%							4		%	3		%

Net sales for the Foodservice segment ~~decreased $9.2~~increased $82.7 million, or 2%22%, for the three months ended March 31, ~~2021,~~2022, when compared to the prior year period. Net sales for the three months ended March 31, ~~2021~~2022 were positively impacted by the inclusion of an incremental month of net sales ~~of $14.4 million~~ attributable to our ~~current~~prior year acquisition of Almark. Excluding this impact, net sales ~~decreased $23.6~~increased $79.1 million, or 6%21%, on ~~13% lower~~11% higher volume. ~~Egg product sales were down $22.9 million, or 7%, with volume down 12%, driven by 14% lower volume~~Volume growth was positively impacted in the ~~foodservice channel due to~~current year period by the lapping of lower ~~foodservice~~ product demand as a result of the COVID-19 pandemic ~~partially offset~~in the prior year period. Egg product sales were up $65.8 million, or 21%, with volume up 7%, driven by higher average net selling prices resulting from the pass-through of higher ~~input~~raw material costs due to increased grain markets ~~as well as 1%~~and other price increases. Egg volumes increased primarily due to higher volume in the foodservice channel, partially offset by lower food ingredient ~~channel, which was positively impacted by incremental volumes attributable to our prior year acquisition of Henningsen.~~volumes. Sales of side dishes were ~~down $7.8~~up $13.8 million, or ~~19%~~40%, with volume up 32%, 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 down $0.6 million, or 13%, with volume down 22%, primarily driven by ~~lower product demand as a result~~the exit of the COVID-19 pandemic, partially offset by higher average net selling prices resulting from a favorable product mix and targeted price increases. Sausage sales were up $0.4 million, or 10%, with volume up 1%. Other product sales were up $6.7 million, or 147%, with volume up 54%, primarily due to the inclusion of incremental results attributable to our prior year acquisition of Henningsen.

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certain sausage businesses.

Net sales for the Foodservice segment ~~decreased $75.3~~increased $166.8 million, or 9%23%, for the six months ended March 31, ~~2021,~~2022, when compared to the prior year period. Net sales for the six months ended March 31, ~~2021~~2022 were positively impacted by the inclusion of four incremental months of net sales ~~of $14.4 million~~ attributable to our ~~current~~prior year acquisition of Almark. Excluding this impact, net sales ~~decreased $89.7~~increased $150.5 million, or ~~11%~~21%, ~~driven by 17% lower~~on 11% higher volume. Egg product sales were down $75.2 million, or 11%, with volume down 14%, driven by 18% lower volume in the foodservice channel due to lower foodservice product demand as a result of the COVID-19 pandemic, partially offset by 7% higher volume in the food ingredient channel, whichVolume growth was positively impacted in the current year period by ~~incremental volumes attributable to our prior year acquisition~~the lapping of Henningsen, and higher average net selling prices resulting from the pass-through of higher input costs due to increased grain markets. Sales of side dishes were down $25.4 million, or 27%, with volume down 31%, driven by lower product demand as a result of the COVID-19 pandemic ~~partially offset~~in the prior year period. Egg product sales were up $119.4 million, or 19%, with volume up 6%, driven by higher average net selling prices resulting from ~~a favorable product mix~~the pass-through of

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higher raw material costs due to increased grain markets and ~~targeted~~other price increases. ~~Sausage sales~~Egg volumes increased primarily due to higher volume in the foodservice channel, partially offset by lower food ingredient volumes. Sales of side dishes were ~~down $0.5~~up $30.6 million, or ~~5%, with volume down 7%. Other product sales were up $11.4 million, or 118%~~45%, with volume up ~~38%~~40%, ~~primarily due~~driven by increased product demand compared to the ~~inclusion of incremental results attributable to our~~ prior year ~~acquisition~~period as a result of ~~Henningsen.~~the continued recovery from the COVID-19 pandemic and distribution gains. Sausage sales were up $0.8 million, or 10%, on 9% lower volume, driven by higher average net selling prices, partially offset by volume decreases primarily related to the exit of certain sausage businesses.

Segment profit for the three months ended March 31, ~~2021 decreased $15.0~~2022 increased $11.2 million, or ~~63%~~127%, when compared to the prior year ~~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,~~period, driven by higher net sales, as previously discussed, and unfavorable fixed cost absorption as we reduced our egg supply and production in our plants to match lower demand. 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 impactedpartially offset by ~~increased~~ raw material ~~costs~~inflation of ~~$9.1~~$24.8 million (primarily driven by higher egg ~~input~~raw material costs due to increased grain ~~markets,~~ markets) andhigher freight costs of ~~$1.3~~$16.1 million ~~(excluding~~(excluding volume-driven impacts) ~~and increased employee-related costs (in addition to amounts previously discussed)~~. These negative impacts were partially offset by higher average net selling prices, as previously discussed. Segment profit attributable to our current year acquisition of Almark was $0.1 million for the three months ended March 31, 2021.

Segment profit for the six months ended March 31, ~~2021 decreased $51.2~~2022 increased $15.5 million, or ~~72%~~79%, when compared to the prior year ~~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,~~period, driven by higher net sales, as previously discussed, and unfavorable fixed cost absorption as we reduced our egg supply and production in our plants to match lower demand. 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 impactedpartially offset by ~~increased~~ raw material ~~costs~~inflation of ~~$16.9~~$59.4 million (primarily driven by higher egg ~~input~~raw material costs due to increased grain ~~markets,~~ markets) andhigher freight costs of ~~$3.2~~$30.4 million (excluding volume-driven impacts) ~~and increased employee-related costs (in addition to amounts previously discussed)~~. These negative impacts were partially offset by higher average net selling prices, as previously discussed. Segment profit attributable to our current year acquisition of Almark was $0.1 million for the six months ended March 31, 2021.

Refrigerated Retail


		Three Months Ended March 31,										Six Months Ended March 31,											Three Months Ended March 31,												Six Months Ended March 31,
								favorable/(unfavorable)										favorable/(unfavorable)														favorable/(unfavorable)												favorable/(unfavorable)
dollars in millions	dollars in millions	2021			2020			$ Change		% Change		2021			2020			$ Change		% Change					dollars in millions	2022			2021			$ Change			% Change			2022			2021			$ Change			% Change
Net Sales	Net Sales	$	239.5		$	237.6		$	1.9	1	%	$	502.6		$	487.5		$	15.1	3	%				Net Sales	$	267.6		$	239.5		$	28.1		12		%	$	541.0		$	502.6		$	38.4		8	%
Segment Profit	Segment Profit	$	24.2		$	30.2		$	(6.0)	(20)	%	$	57.9		$	56.2		$	1.7	3	%	Segment Profit	$	17.0		$	24.2		$	(7.2)		(30)		%	$	30.6		$	57.9		$	(27.3)		(47)		%
Segment Profit Margin	Segment Profit Margin	10		%	13		%					12		%	12		%								Segment Profit Margin	6		%	10		%							6		%	12		%

Net sales for the Refrigerated Retail segment increased ~~$1.9~~$28.1 million, or 1%12%, for the three months ended March 31, ~~2021,~~2022, when compared to the prior year ~~period, primarily due~~period. Net sales for the three months ended March 31, 2022 were positively impacted by the inclusion of incremental net sales of $20.8 million attributable to ~~increased average net selling prices,~~our prior year acquisitions of Almark and Egg Beaters which were partially offset by ~~2% lower volume. Volume growth was negatively impacted in~~ the ~~current year period by~~absence of net sales as a result of the ~~lapping of initial~~WEF Transaction. Excluding these impacts, net sales increased ~~purchases in the prior year period in response to the COVID-19 pandemic.~~$17.2 million, or 7%, with volume up 2%. Sales of side dishes increased ~~$3.1~~$13.9 million, or 3%13%, on 5% higher volume. Average net selling prices increased primarily due to price increases taken to mitigate inflation. The increase in volume was primarily related to higher branded dinner sides volume, partially offset by lower volume for branded breakfast sides. Egg product sales were up $2.5 million, or 10%, with volume up 9%, driven by ~~increased average net selling prices, partially offset by 1% lower volume. The increase in average net selling prices was primarily due to targeted price~~volume increases ~~that went into effect in February 2020 and a favorable product mix. The decrease in volume was driven by lower~~from private label ~~dinner sides volume resulting from the decision to exit certain low-margin business, partially offset by higher breakfast sides volume.~~products. Sausage sales increased $2.3 million, or 6%, ~~with~~driven by improved average net selling prices, primarily due to price increases that went into effect during the prior quarter and reduced trade spend. These positive impacts were partially offset by volume ~~up 5%.~~decreases of 7%, which were primarily driven by supply constraints. Cheese and other dairy case product sales were down ~~$1.8~~$0.6 million, or 3%1%, with volume down ~~3%. Egg product sales were down $0.8 million, or 2%, with volume down 1%~~8%, driven by ~~the decision to exit certain low-margin business.~~lower branded cheese volumes. Sales of other products were down $0.9 million.

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Net sales for the Refrigerated Retail segment increased ~~$15.1~~$38.4 million, or 3%8%, for the six months ended March 31, ~~2021,~~2022, when compared to the prior year ~~period, primarily due~~period. Net sales for the six months ended March 31, 2022 were positively impacted by the inclusion of incremental net sales of $40.4 million attributable to our prior year acquisitions of Almark and Egg Beaters which were partially offset by the absence of net sales as a result of the WEF Transaction. Excluding these impacts, net sales increased ~~average net selling prices on flat volume.~~$12.2 million, or 3%, with volume down 3%. Sales of side dishes increased ~~$27.7~~$6.5 million, or ~~14%~~3%, ~~driven by increased average~~on 4% lower volume. Average net selling prices ~~and 6% higher volume. The increase in average net selling prices was~~increased primarily due to ~~targeted~~ price increases ~~that went into effect in February 2020 and a favorable product mix.~~taken to mitigate inflation. The ~~increase~~decrease in volume was driven by ~~higher~~lower branded dinner and breakfast sides volume ~~partially offset by lower private label dinner sides volume~~ resulting from ~~the decision to exit certain low-margin business. Sausage~~supply constraints and reduced service levels. Egg product sales ~~increased $1.6~~were up $6.4 million, or 2%14%, with volume up ~~2%.~~17%, driven by volume increases from private label products. Sausage sales increased $4.2 million, or 5%, driven by improved average net selling prices, primarily due to reduced trade spend and price increases taken to mitigate inflation. These positive impacts were partially offset by volume decreases of 9%, which were primarily driven by supply constraints. Cheese and other dairy case product sales were down ~~$6.8~~$3.7 million, or 5%3%, with volume down 6%, driven by COVID-19 related supply constraints and branded cheese distribution losses, partially offset by higher average net selling prices as a result of targeted price increases that went into effect in the second quarter of fiscal 2020 and lower trade spending. Egg product sales were down $5.8 million, or 8%~~, with volume down 7%~~, driven by the ~~decision~~lapping of increased purchases in the prior year period driven by increased at-home consumption in response to ~~exit certain low-margin business.~~the COVID-19 pandemic. Sales of other products were down ~~$1.6~~$1.2 million.

Segment profit decreased ~~$6.0~~$7.2 million, or ~~20%~~30%, for the three months ended March 31, ~~2021,~~2022, when compared to the prior year period. This decrease was driven by ~~higher raw material costs of $9.1 million (primarily due to higher sow costs as well as higher egg input costs due to increased grain markets),~~ increased manufacturing costs of ~~$5.5~~$8.9 million, ~~and~~ higher freight costs of ~~$0.7~~$6.8 million (excluding volume-driven impacts). and raw material inflation of $8.3 million. These negative impacts were only partially offset by ~~lower~~higher net sales, as discussed above, and decreased advertising and consumer spending of ~~$3.5 million and higher net sales, as previously discussed.~~$0.7 million.

Segment profit ~~increased $1.7~~decreased $27.3 million, or 3%47%, for the six months ended March 31, 2021, when compared to the prior year period. This increase was primarily due to higher net sales, as previously discussed, and lower advertising and consumer spending of $3.2 million, partially offset by higher raw material costs of $11.5 million (primarily due to higher sow costs as well as higher egg input costs due to increased grain markets), increased manufacturing costs of $8.3 million, higher freight costs of $3.2 million (excluding volume-driven impacts) and increased employee-related expenses.

~~BellRing Brands~~

Three Months Ended March 31, Six Months Ended March 31,
favorable/(unfavorable) favorable/(unfavorable)
dollars in millions 2021 2020 $ Change % Change 2021 2020 $ Change % Change
Net Sales $ 282.1 $ 257.5 $ 24.6 10 % $ 564.5 $ 501.5 $ 63.0 13 %
Segment Profit $ 15.6 $ 35.1 $ (19.5) (56) % $ 63.4 $ 84.4 $ (21.0) (25) %
Segment Profit Margin 6 % 14 % 11 % 17 %

~~Net sales for the BellRing Brands segment increased $24.6 million, or 10%, for the three months ended March 31, 2021, when compared to the prior year period. Sales of~~ ~~Premier Protein~~ products were up $17.7 million, or 8%, with volume up 7%. Volume increases were driven by higher RTD protein shake product volumes in the food, drug and mass (“FDM”) and eCommerce channels. These positive impacts were partially offset by lower club channel volumes due to lapping increased consumer purchases in response to the COVID-19 pandemic during the second quarter of fiscal 2020. Average net selling prices increased in the three months ended March 31, 2021 due to favorable product mix, partially offset by increased promotional spending. Sales of ~~Dymatize~~ products were up $8.0 million, or 29%, with volume up 10%. Volume increases were primarily driven by higher international, club, FDM and eCommerce channel volumes, partially offset by lower specialty channel volumes. Average net selling prices increased in the three months ended March 31, 2021 due to favorable product and customer mix. Sales of all other products were down $1.1 million.

~~Net sales for the BellRing Brands segment increased $63.0 million, or 13%, for the six months ended March 31, 2021, when compared to the prior year period. Sales of~~ ~~Premier Protein~~ products were up $53.1 million, or 13%, with volume up 14%. Volume increases were driven by higher RTD protein shake product volumes in the FDM and eCommerce channels. These positive impacts were partially offset by lower club channel volumes due to lapping increased consumer purchases in response to the COVID-19 pandemic during the second quarter of fiscal 2020. Average net selling prices decreased in the six months ended March 31, 2021 due to increased promotional spending. Sales of ~~Dymatize~~ products were up $12.4 million, or 23%, with volume up 10%. Volume increases were primarily driven by higher club, FDM, eCommerce and international channel volumes, partially offset by lower specialty channel volumes. Average net selling prices increased in the six months ended March 31, 2021 due to favorable customer and product mix. Sales of all other products were down $2.5 million.

~~Segment profit decreased $19.5 million, or 56%, for the three months ended March 31, 2021,~~2022, when compared to the prior year period. This decrease was ~~primarily~~ driven by ~~accelerated amortization expense of $17.7 million related to the discontinuance of the~~ ~~Supreme Protein~~ ~~brand, higher net product~~increased manufacturing costs of ~~$4.4~~$20.6 million, ~~due to unfavorable freight and~~ raw material ~~costs and increased advertising and consumer spending~~inflation of ~~$2.2 million.~~

~~Segment profit decreased $21.0~~$13.7 million ~~or 25%, for the six months ended March 31, 2021, when compared to the prior year period. This decrease was primarily drivenby accelerated amortization expense of $18.1 million related to the~~

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~~discontinuance of the~~ ~~Supreme Protein~~ ~~brand,~~and higher ~~net product~~freight costs of ~~$10.3~~$12.8 million as unfavorable raw material and freight costs were only partially offset by lower manufacturing costs, and restructuring and facility closure costs, including accelerated depreciation, of $5.5 million and increased advertising and consumer spending of $2.5 million.(excluding volume-driven impacts). These negative impacts were only partially offset by higher net sales, as ~~previously~~ discussed above, and ~~lower BellRing IPO-related transaction costs~~decreased advertising and consumer spending of ~~$1.8~~$4.1 million.

Other Items

General Corporate Expenses and Other


		Three Months Ended March 31,								Six Months Ended March 31,								Three Months Ended March 31,								Six Months Ended March 31,
						favorable/(unfavorable)								favorable/(unfavorable)										favorable/(unfavorable)								favorable/(unfavorable)
dollars in millions	dollars in millions	2021		2020		$ Change		% Change		2021		2020		$ Change		% Change			dollars in millions	2022		2021		$ Change		% Change		2022		2021		$ Change		% Change
General corporate expenses and other	General corporate expenses and other	$	15.1	$	52.7	$	37.6	71	%	$	28.9	$	80.1	$	51.2	64	%		General corporate expenses and other	$	45.0	$	15.1	$	(29.9)	(198)	%	$	91.1	$	28.9	$	(62.2)	(215)	%

General corporate expenses and other ~~decreased $37.6~~increased $29.9 million, or ~~71%~~198%, for the three months ended March 31, ~~2021,~~2022, when compared to the prior year period, primarily driven by separation-related expenses in connection with the BellRing Spin-off of $25.9 million, increased net ~~gains (compared to~~ losses ~~in the prior year period) related to mark-to-market adjustments on economic hedges of $40.9 million, gains~~ related to mark-to-market adjustments on equity securities of ~~$3.0~~$11.0 million and ~~an adjustment to our gain on bargain purchase~~higher stock-based compensation of ~~$2.2 million related to our prior year acquisition of Henningsen.~~$4.9 million. These ~~positive~~negative impacts were partially offset by increased losses related to mark-to-market adjustments on deferred compensation of $5.8 million (compared to gains in the prior year period) and increased third party transaction costs of $3.1 million.

~~General corporate expenses and other decreased $51.2 million, or 64%, for the six months ended March 31, 2021, when compared to the prior year period, primarily driven~~ by increased net gains related to mark-to-market adjustments on economic hedges and warrant liabilities of ~~$51.2~~$10.5 million ~~(compared~~and decreased losses primarily related to ~~losses in~~mark-to-market adjustments on deferred compensation of $2.6 million.

General corporate expenses and other increased $62.2 million, or 215%, for the six months ended March 31, 2022, when compared to the prior year ~~period), gains~~period, primarily driven by separation-related expenses in connection with the BellRing Spin-off of $28.4 million, increased net losses related to mark-to-market adjustments on equity securities of ~~$10.9~~$19.8 million, decreased net gains related to mark-to-market adjustments on economic hedges and warrant liabilities of $11.1 million and ~~a net gain on assets held for sale~~higher stock-based compensation of ~~$0.5~~$6.8 million. These ~~positive~~negative impacts were partially offset by ~~increased~~decreased losses primarily related to mark-to-market adjustments on deferred compensation of ~~$8.1 million (compared to gains in the prior year period), higher stock-based compensation of $3.5 million and increased third party transaction costs of $1.8~~$5.0 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~~and are included in general corporate expenses and other.


	Three Months Ended March 31,						Six Months Ended March 31,
					favorable/(unfavorable)						favorable/(unfavorable)
dollars in millions	2022		2021		$ Change		2022		2021		$ Change
Post Consumer Brands	$	3.1	$	—	$	(3.1)	$	8.5	$	0.3	$	(8.2)




	$	3.1	$	—	$	(3.1)	$	8.5	$	0.3	$	(8.2)

(Gain) Loss on Assets Held for Sale

The table below shows the ~~BellRing Brands~~amount of net (gains) losses on assets held for sale attributable to each segment. These amounts are excluded from the measure of segment ~~as it is a publicly-traded company,~~profit and are included in general corporate expenses and other. ~~Restructuring and facility closure costs related to the BellRing Brands segment are included in its segment profit.~~ For additional information on ~~restructuring costs, refer to~~our assets held for sale, see Note 56 within “Notes to Condensed Consolidated Financial Statements.”


		Three Months Ended March 31,						Six Months Ended March 31,						Three Months Ended March 31,						Six Months Ended March 31,
						favorable/(unfavorable)						favorable/(unfavorable)								favorable/(unfavorable)						favorable/(unfavorable)
dollars in millions	dollars in millions	2021		2020		$ Change		2021		2020		$ Change			dollars in millions	2022		2021		$ Change		2022		2021		$ Change
Post Consumer Brands	Post Consumer Brands	$	—	$	0.5	$	0.5	$	0.3	$	1.1	$	0.8		Post Consumer Brands	$	—	$	0.1	$	0.1	$	—	$	0.2	$	0.2
Weetabix	Weetabix	—		—		—		—		(0.1)		(0.1)			Weetabix	—		—		—		—		(0.7)		(0.7)
Foodservice															Foodservice	—		—		—		(9.8)		—		9.8

BellRing Brands		0.8		—		0.8		5.5		—		(5.5)
		$	0.8	$	0.5	$	(0.3)	$	5.8	$	1.0	$	(4.8)			$	—	$	0.1	$	0.1	$	(9.8)	$	(0.5)	$	9.3

Loss on Sale of Business

During the six months ended March 31, 2022, we recorded a net loss of $6.3 million related to the WEF Transaction, which included a favorable working capital adjustment of $0.4 million recorded during the three months ended March 31, 2022. 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 6 within “Notes to Condensed Consolidated Financial Statements.”

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LIQUIDITY AND CAPITAL RESOURCES

~~In connection with managing our capital structure, we~~We completed the following activities during the six months ended March 31, ~~2021~~2022 (for additional information, see Notes 163, 4, 15 and 18 within “Notes to Condensed Consolidated Financial Statements”): impacting our liquidity and capital resources:

•entered into a Joinder Agreement No. 1 (the “Joinder Agreement”) in connection with the BellRing Spin-off, which provided for an incremental term loan (the “Incremental Term Loan”) of $840.0 million under our Credit Agreement (as defined below), which we borrowed in full on March 8, 2022;

•contributed $550.4 million to BellRing in exchange for certain limited liability company interests of BellRing and the right to receive $840.0 million in aggregate principal amount of BellRing Notes in connection with the BellRing Spin-off. On March 10, 2022, we delivered the BellRing Notes to the Funding Incremental Term Loan Lenders (as defined in the Joinder Agreement) in full satisfaction of the principal amount of the Incremental Term Loan;

•$~~1,800.0~~840.0 million principal value ~~issued~~repaid, or approximately 65%, of ~~4.50%~~our outstanding 5.75% senior notes using the $840.0 million proceeds from the Incremental Term Loan, and $24.1 million premium payment made on the partial extinguishment of our 5.75% senior notes;

•$~~1,697.3~~500.0 million additional principal value ~~repaid and $74.3 million premium payment made on the extinguishment~~issued of ~~our 5.00%~~5.50% senior notes;

•~~3.3~~1.9 million shares of our common stock repurchased at an average share price of ~~$95.78~~$103.81 per share for a total cost of ~~$315.3~~$193.2 million, including broker’s commissions;

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

•~~$46.3 million outstanding principal repaid by BellRing on its term loan (the “BellRing Term B Facility”);~~

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

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•~~$50.0 million repaid by BellRing under the BellRing Revolving Credit Facility;~~ and

•~~BellRing~~ entered into a second amendment to our amended and restated credit agreement (the “Credit Agreement”)to, among other provisions, facilitate the BellRing ~~Credit Agreement (the “BellRing Amendment”), which provided for~~Spin-offand to, among other things, change 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 repays the BellRing Term B Facility in whole or in part with the proceeds of new or replacement debt at a lower effective interest rate, or further amends the BellRing Credit Agreement to reduce the effective interest rate applicable to ~~the BellRing Term B Facility, BellRing must pay~~revolving loan borrowings in U.S. Dollars from London Interbank Offered Rate to a ~~1.00% premium~~rate based on the ~~amount repaid or subject to the interest rate reduction. In connection with the BellRing Amendment, BellRing paid $1.5 million of debt refinancing fees.~~secured overnight financing rate.

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

Six Months Ended
March 31,
dollars in millions 2021 2020
Cash provided by (used in):
Operating activities $ 162.3 $ 89.0
Investing activities (256.5) (62.4)
Financing activities (362.7) 115.9
Effect of exchange rate changes on cash, cash equivalents and restricted cash 6.1 (0.4)
Net (decrease) increase in cash, cash equivalents and restricted cash $ (450.8) $ 142.1


	Six Months Ended March 31,
dollars in millions	2022		2021
Cash provided by (used in):
Operating activities - continuing operations	$	143.6	$	88.5
Investing activities - continuing operations	(43.0)		(256.0)
Financing activities - continuing operations	(276.9)		(273.3)
Net cash used in discontinued operations	(151.9)		(16.1)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(2.7)		6.1
Net decrease in cash, cash equivalents and restricted cash	$	(330.9)	$	(450.8)

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 took steps across the organization to limit discretionary expenses and re-prioritize our capital projects and to focus on cash flow generation. We temporarily suspended our share repurchase program, and we and BellRing borrowed under our respective revolving credit facilities in order to increase our cash position and financial flexibility in the second quarter of fiscal 2020. As a result of our strong operating cash flows and our healthy liquidity position, in the third quarter of fiscal 2020, we were able to resume our share repurchase program in May 2020, and we and BellRing repaid such borrowings under our respective revolving credit facilities prior to the end of fiscal 2020. In addition, we resumed normal levels of capital investment. We believe that we have sufficient liquidity and cash on hand to satisfy our cash needs. Additionally, we expect to generate positive cash flows from the operations of our diverse businesses; however, we continue to evaluate and take action, as necessary, to preserve adequate liquidity, navigate the uncertainty caused by the pandemic and ensure that our business can continue to operate during these uncertain times. In addition, the BellRing Spin-off has not had, and we do not believe will have, a significant negative impact on our ability to generate positive cash flows from operations. 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 1615 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, and BellRing may seek to repurchase shares of its Class A Common Stock.~~stock. Such repurchases, if any, will depend

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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~~

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~~BellRing Brands, Inc.~~PHPC and ~~its subsidiaries)~~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.

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, PHPC and ~~BellRing Brands, Inc. and its subsidiaries.~~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 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. We and our subsidiaries (other than BellRing and certain of its subsidiaries) are not obligors or guarantors under the BellRing Credit Agreement.

Operating Activities - Continuing Operations

Cash provided by operating activities for the six months ended March 31, ~~2021~~2022 increased ~~$73.3~~$55.1 million compared to the prior year period, driven by favorable changes ~~related to~~in the fluctuations in the timing of sales and collections of trade receivables within our BellRing Brands, Post Consumer Brands, Refrigerated Retail and Weetabix segments, primarily due to an increase in consumer purchases in response to the COVID-19 pandemic in March 2020, and the timing of payments of trade accounts payables within our ~~Foodservice, BellRing Brands and~~ Post Consumer Brands ~~segments.~~segment, lower tax payments (net of refunds) of $20.2 million, lower interest payments of $16.8 million and lower payments on our interest rate swaps of $12.9 million.

Investing Activities - Continuing Operations

Six months ended March 31, 2022

Cash used in investing activities for the six months ended March 31, 2022 was $43.0 million, primarily driven by capital expenditures of $102.5 million and cash paid related to investments in partnerships of $8.2 million, partially offset by proceeds from the sale of a business and property and assets held for sale of $50.5 million and $17.3 million, respectively. Capital expenditures in the period primarily related to ongoing projects in our Post Consumer Brands and Foodservice segments.

Six months ended March 31, 2021

Cash used in investing activities for the six months ended March 31, 2021 was ~~$256.5~~$256.0 million, primarily driven by cash paid of $153.7 million for our ~~current year~~fiscal 2021 acquisitions of Peter Pan and Almark, capital expenditures of ~~$99.4~~$98.9 million and cash paid related to investments in partnerships of $17.1 million, partially offset by proceeds from the sale of property and assets held for sale of $18.7 million. ~~The largest individual capital expenditure project~~Capital expenditures in the period primarily related to ~~the re-construction of a building that was destroyed~~projects in ~~a fire at~~ our ~~Bloomfield, Nebraska laying facility in the second quarter of fiscal 2020.~~Post Consumer Brands, Foodservice and Refrigerated Retail segments.

Financing Activities - Continuing Operations

Six months ended March 31, ~~2020~~2022

Cash used in ~~investing~~financing activities for the six months ended March 31, ~~2020~~2022 was ~~$62.4~~$276.9 million. We paid $550.4 million ~~primarily consisting~~ of ~~capital expenditures of $117.5 million,~~cash to BellRing in connection with the BellRing Spin-off, which was partially offset by cash receipts from BellRing of $3.2 million prior to the BellRing Spin-off related to quarterly tax distributions pursuant to BellRing Brands, LLC’s amended and restated limited liability company agreement. We received proceeds ~~received~~ of ~~$52.7~~$840.0 million ~~largely resulting~~ from ~~the termination~~our Incremental Term Loan which were used to repay $840.0 million of ~~$448.7 million notional value~~principal balance of our ~~cross-currency swaps~~5.75% senior notes. In connection with the repayment of the 5.75% senior notes, we paid $24.1 million in debt premiums. We received proceeds of $500.0 million and a premium of $17.5 million from our additional 5.50% senior notes issuance. We paid $7.4 million in debt issuance costs and deferred financing fees in connection with our additional 5.50% senior notes issuance, our Incremental Term Loan and the amendment of our Credit Agreement. We paid $197.2 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 ~~designated as hedging instruments. The largest individual capital expenditure project in the period related to the purchase~~accrued at September 30, 2021 and did not settle until fiscal 2022.

Table of ~~a previously leased manufacturing plant in Sulphur Springs, Texas.~~Contents

~~Financing Activities~~

Six months ended March 31, 2021

Cash used in financing activities for the six months ended March 31, 2021 was ~~$362.7~~$273.3 million. We received proceeds of $1,800.0 million from the issuance of our 4.50% senior notes. ~~BellRing borrowed $20.0 million under the BellRing Revolving Credit Facility. These issuances and borrowings resulted in total proceeds from the issuance of long-term debt of $1,820.0 million.~~ In connection with the 4.50% senior notes issuance, we paid $16.8 million in debt issuance costs. We repaid the outstanding principal balance under our 5.00% senior notes and made a principal payment on a municipal ~~bond. BellRing repaid $46.3 million of outstanding principal under the BellRing Term B Facility and repaid $50.0 million of outstanding principal under the BellRing Revolving Credit Facility,~~bond, which resulted in total repayments of long-term debt of ~~$1,794.6~~$1,698.3 million. In connection with the repayment of the 5.00% senior notes, ~~and the BellRing Amendment (discussed above),~~ we paid ~~$75.8~~$74.3 million in debt ~~premiums and refinancing fees.~~premiums. We paid $322.7 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.

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~~Six months ended March 31, 2020~~

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

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 March 31, ~~2021,~~2022, we were not required to comply with such financial covenant as the aggregate amount of the aforementioned obligations did not exceed 30% of the Company’s revolving credit commitments. We do not believe non-compliance is reasonably likely in the foreseeable future.

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

~~BellRing Credit Agreement~~

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 March 31, 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

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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 (including avian influenza) 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);

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•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;

•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;

•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 successfully execute the possible divestiture of our remaining interest in BellRing and the possibility that we may not ~~be able~~realize the strategic and financial benefits from such possible divestiture and from the transactions relating to ~~consummate~~ the ~~initial public offering~~BellRing Spin-off, including the qualification of ~~Post Holdings Partnering Corporation (“PHPC”),~~these transactions for their intended tax treatment;

•the possibility that PHPC, a ~~newly formed~~publicly-traded special purpose acquisition company ~~and~~in which we indirectly own an interest (through PHPC Sponsor, our ~~indirect~~ wholly-owned ~~subsidiary, on the expected timeline or at all, that we~~subsidiary), may not ~~find~~consummate a suitable ~~business combination~~partnering transaction within the prescribed two-year time period, that the ~~business combination~~partnering transaction may not be successful or that the activities for PHPC could be distracting to our management;

•conflicting interests or the appearance of conflicting interests resulting from several of our ~~ability to promptly~~directors and ~~effectively realize~~ officers also serving as directors or officers of one or more of our related companies;

•the ~~strategic~~impact of national or international disputes, political instability, terrorism, war or armed hostilities, such as the ongoing conflict in Ukraine, including on the global economy, capital markets, our supply chain, commodity, energy and ~~financial benefits expected~~freight availability and costs and information security;

•any gains or losses incurred as a result of any changes to the ~~BellRing IPO;~~market price of any equity securities that we hold;

•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 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,

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including certain indemnification obligations under the restaurants sale agreement and Bob Evans’s payment and performance obligations as a guarantor ~~for~~of 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;

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

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

•other risks and uncertainties included under “Risk Factors” within 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~~and the conflict in Ukraine have 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 and the conflict in Ukraine 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” within 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~~$10 million and ~~$11~~$17 million as of March 31, ~~2021~~2022 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 1213 within “Notes to Condensed Consolidated Financial Statements.”

Foreign Currency Risk

Related to its foreign subsidiaries, the Company is exposed to risks of fluctuations in future cash flows and earnings due to changes in exchange rates. To mitigate these risks, the Company uses a combination of foreign exchange contracts, which may consist of options, forward contracts and currency swaps. As of March 31, ~~2021,~~2022, a hypothetical 10% adverse change in the expected ~~USD-GBP~~Euro-GBP exchange rates would have reduced the fair value of the Company’s foreign currency-related derivatives portfolio by ~~approximately $2 million. As of September 30, 2020, a hypothetical 10% adverse change in the expected Euro-~~

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~~GBP and USD-GBP exchange rates would have reduced the fair value of the Company’s~~an immaterial amount. 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 1213 within “Notes to Condensed Consolidated Financial Statements.”

Interest Rate Risk

Long-term debt

As of March 31, ~~2021,~~2022, the Company had outstanding principal value of indebtedness of ~~$7,075.1~~$6,106.6 million related to its senior notes and a municipal ~~bond and the BellRing Term B Facility.~~bond. At March 31, ~~2021,~~2022, Post’s revolving credit facility ~~and the BellRing Revolving Credit Facility~~ had available borrowing capacity of ~~$730.7 million and $200.0 million, respectively.~~$728.7 million. Of the total ~~$7,075.1~~$6,106.6 million of outstanding indebtedness, $6,100.2 million bore interest at a weighted-average fixed interest rate of 5.0%. As of September 30, 2021, the Company had principal value of indebtedness of $6,447.7 million related to its senior notes and a municipal bond. Of the total $6,447.7 million of outstanding indebtedness, $6,440.2

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million bore interest at a weighted-average fixed interest rate of 5.1%. ~~As of~~At September 30, ~~2020, the Company~~2021, Post’s revolving credit facility had ~~principal value~~available borrowing capacity of indebtedness of $7,049.7 million, related to its senior notes, a municipal bond, the BellRing Term B Facility and the BellRing Revolving Credit Facility. Of the total $7,049.7 million of outstanding indebtedness, $6,337.5 million bore interest at a weighted-average fixed interest rate of 5.2%.$730.8 million.

As of March 31, ~~2021~~2022 and September 30, ~~2020,~~2021, the fair value of the Company’s ~~total~~ debt, excluding any outstanding borrowings under the municipal bond, was ~~$7,216.5~~$5,690.8 million and ~~$7,277.8~~$6,596.7 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 ~~$48~~$74 million and ~~$14~~$38 million as of March 31, ~~2021~~2022 and September 30, ~~2020,~~2021, respectively. ~~Including the impact of interest rate swaps, a~~A hypothetical 10% increase in interest rates would have an immaterial impact on both interest expense and interest paid on variable rate debt during each of the three and six months ended March 31, ~~2021~~2022 and ~~2020.~~2021.

For additional information regarding the Company’s debt, refer to Note 1615 within “Notes to Condensed Consolidated Financial Statements.”

Interest rate swaps

As of both March 31, ~~2021~~2022 and September 30, ~~2020,~~2021, the Company had interest rate swaps with a notional value of ~~$2,664.0 million and $2,721.0 million, respectively.~~$1,749.3 million. A hypothetical 10% adverse change in interest rates would have decreased the fair value of the interest rate swaps by approximately ~~$38~~$16 million and ~~$19~~$11 million as of March 31, ~~2021~~2022 and September 30, ~~2020,~~2021, respectively.

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

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control Over Financial Reporting

In connection with the Company’s acquisitions of Peter Pan and Almark in fiscal 2021, management is in the process of analyzing, evaluating and, where necessary, implementing changes in controls and procedures. This process may result in additions or changes to the Company’s internal control over financial reporting. There were no ~~other~~ significant changes in the Company’s internal control over financial reporting during the quarter ended March 31, ~~2021~~2022 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 1416 within “Notes to Condensed Consolidated Financial Statements” within Item 1 of Part I of this report, which is incorporated herein by reference.

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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 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”) and the risk ~~factor~~factors set forth below, you should carefully consider the risk factors we previously disclosed in our Annual Report on Form 10-K, filed with the SEC on November ~~20, 2020,~~19, 2021, as of and for the year ended September 30, ~~2020.~~2021 (the “Annual Report”). Other than the additional risk factors disclosed herein, as of the date of this Quarterly Report, there have been no material changes to the risk factors previously disclosed in the Annual Report. These risks could materially and adversely affect our ~~business,~~businesses, 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

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uncertainties not presently known to us or that we currently deem immaterial also may impair our ~~business,~~businesses, financial condition, results of operations and cash flows.

~~We will~~If the transactions we undertook, and intend to undertake, relating to divestitures of our interest in BellRing Brands, Inc. do not qualify for their intended tax treatment, we may incur significant tax liabilities.

On March 9, 2022, we contributed our share of BellRing Intermediate Holdings, Inc. (formerly known as BellRing Brands, Inc.) (“Old BellRing”) Class B common stock, $0.01 par value per share, all of our BellRing Brands, LLC non-voting membership units and $550.4 million in cash to BellRing Brands, Inc. (formerly known as BellRing Distribution, LLC) (“BellRing”) in exchange for certain limited liability company interests of BellRing and the right to receive $840.0 million in aggregate principal amount of BellRing’s 7.00% senior notes due 2030 (the “BellRing Notes”). On March 10, 2022, BellRing converted into a Delaware corporation, and we completed the distribution of 80.1% of our ownership interest in BellRing to our shareholders (the “BellRing Distribution”). After the BellRing Distribution, we retained approximately 14.2% of the shares of BellRing common stock, $0.01 par value per share (“BellRing Common Stock”). Also on March 10, 2022, we delivered the BellRing Notes to certain of our lenders to satisfy certain outstanding debt obligations (the “Debt-for-Debt Exchange”). Within 12 months following the BellRing Distribution, we intend to transfer some or all of our remaining shares of BellRing Common Stock in exchange for certain of our debt obligations or otherwise to our shareholders on terms to be ~~subject~~determined by us (the “Future Divestiture”).

The BellRing Distribution was conditioned upon the receipt of a tax opinion from our tax counsel which concluded that the BellRing Distribution, together with certain related transactions, qualifies as a tax-free reorganization within the meaning of Sections 368(a) and 355 of the United States (the “U.S.”) Internal Revenue Code (the “Code”) and is eligible for nonrecognition within the meaning of Sections 355 and 361 of the Code. The tax opinion was based on, among other things, then-current law and certain representations and assumptions as to ~~a number~~factual matters and certain statements and undertakings made by us and Old BellRing. Any change in the then-current applicable law, which may or may not be retroactive, or the failure of ~~uncertainties while we pursue the initial public offering of Post Holdings Partnering Corporation (“PHPC”),~~any factual representation, assumption, statement or undertaking to be true, correct and ~~during the timeframe when PHPC pursues a business combination, which~~complete in all material respects, could adversely affect the conclusions reached in the tax opinion. In addition, the tax opinion is not binding on the U.S. Internal Revenue Service (the “IRS”) or the courts, and the IRS and/or the courts may not agree with the tax opinion. If the BellRing Distribution, the Debt-for-Debt Exchange or the Future Divestiture do not qualify as tax-free transactions for any reason, we may recognize a substantial gain for U.S. federal income tax purposes, which could materially adversely affect our ~~business,~~businesses, financial condition ~~results~~and cash flows.

Moreover, if the BellRing Distribution is determined not to qualify for nonrecognition of ~~operations, cash flows~~gain and ~~stock price.~~

~~While we have announced~~loss under Sections 368(a) and 355 of the Code, each of our ~~intention to pursue an initial public offering~~U.S. shareholders who received shares of PHPC, a newly formed special purpose acquisition company (“SPAC”) and our indirect wholly-owned subsidiary, there has recently been heightened regulatory focus on SPACs, including recently issued accounting guidance, resulting in substantial uncertaintyBellRing Common Stock in the ~~SPAC markets. Pursuing~~BellRing Distribution would generally be treated as receiving a taxable distribution in an amount equal to the ~~initial public offering~~fair market value of ~~a SPAC in this uncertain environment has resulted in, and may continue to result in, additional costs as instrument terms are reevaluated, delays~~the shares of BellRing Common Stock received by such shareholder in the SPAC initial public offering process and attention from our management and employees. There is no assurance that we will be able to consummate PHPC’s initial public offering on favorable terms or at all. Further, inBellRing Distribution. In the event the initial public offering of PHPC is completed, the accounting guidance applicable to SPACs could subsequently be revisited, potentially necessitating restatements of PHPC’s financial statements, which could then impact and necessitate restatementsthat one of our ~~financial statements,~~shareholders is treated as ~~well~~receiving a taxable distribution pursuant to the BellRing Distribution, the distribution to such shareholder would generally be taxable as ~~leading~~a dividend to ~~delays~~the extent of such shareholder’s allocable share of our current and accumulated earnings and profits (as determined for U.S. federal income tax purposes). To the extent the distribution exceeds such earnings and profits, the distribution would generally constitute a non-taxable return of capital to the extent of such shareholder’s tax basis in its shares of Post common stock, with any remaining amount of the distribution taxed as ~~PHPC pursues~~capital gain.

Pursuant to a ~~suitable business transaction~~tax matters agreement among us, BellRing and ~~requiring~~Old BellRing (the “Tax Matters Agreement”), BellRing has agreed to indemnify us ~~to devote extensive management and employee attention and resources to these matters.~~

~~If we are unable to consummate PHPC’s initial public offering on favorable terms~~for any tax liabilities resulting from certain events, actions or ~~at all, or if we complete~~inactions that BellRing takes that could affect the ~~initial public offering and PHPC is unable to consummate a suitable business transaction during~~intended tax-free treatment of the ~~prescribed two-year time period~~transactions as set forth in the ~~terms~~Tax Matters Agreement, including causing any portion of the ~~initial public offering, we may experience negative reactions from~~BellRing Distribution or the ~~financial markets~~Future Divestiture to be taxable to us. BellRing’s indemnification obligations to us are not limited by any maximum amount and ~~from our shareholders. In addition,~~such amounts could be substantial. If BellRing were required to indemnify us under the circumstances set forth in the ~~event that PHPC is able~~Tax Matters Agreement, BellRing may be subject to ~~find a suitable business combination, or if the business combination is unsuccessful,~~substantial liabilities and there is no assurance that weBellRing will ~~realize~~be able to satisfy such indemnification obligations.

Furthermore, pursuant to the ~~anticipated value~~Tax Matters Agreement, if and to the extent the BellRing Distribution and/or the Future Divestiture do not qualify as tax-free transactions, such failure to qualify as tax-free transactions gives rise to adjustments to the tax basis of assets held by BellRing and its subsidiaries, and BellRing is not required to indemnify us for any tax liabilities resulting from such ~~transaction. Further,~~failure to qualify as tax-free transactions pursuant to the Tax Matters Agreement, we will be ~~required~~entitled to ~~devote significant management and employee attention and resources~~periodic payments from BellRing equal to ~~matters relating~~85% of the tax savings arising from the aggregate increase to the ~~initial public offering~~tax basis of the assets held by BellRing and ~~the business combination. These matters have the potential~~its subsidiaries resulting from such failure. Any failure by BellRing to ~~disrupt us from conducting business operations or pursuing other business strategies and~~satisfy these periodic payments, which could be substantial, could materially adversely affect our ~~business,~~businesses, financial condition ~~results of operations~~ and cash flows.

The value of our equity securities, including our retained interest in BellRing, is subject to certain risks and uncertainties which could make it difficult to dispose of some or all of our equity securities at favorable market prices.

Our investments in the securities of any publicly-traded company, including BellRing, are subject to risks and uncertainties relating to such company’s business and ownership of such company’s common stock, some of which are disclosed in such

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company’s filings with the SEC, as well as risks and uncertainties relating to fluctuations in the global economy and public equity markets generally. Any such risk or uncertainty may cause the share price of such company’s common stock, and the value of our equity in such company, including our retained interest in BellRing, to decline, which could hinder our ability to dispose of our equity of such company, including our shares of BellRing Common Stock, at favorable market prices. We also may not be able to realize gains from our equity securities, and any gains that we do realize on the disposition of any equity may not be sufficient to offset any other losses we experience.

National or international disputes, political instability, terrorism, war or armed hostilities may cause damage or disruption to us and our employees, facilities, suppliers, customers and information systems, and could adversely affect our businesses, financial condition, results of operations and cash flows.

Geopolitical events, national or international disputes, political instability, terrorism, war or armed hostilities, such as the ongoing conflict in Ukraine, may cause damage or disruption to our operations, international commerce and the global economy. The reactions of governments, markets and the general public to such events, including economic sanctions, tariffs and boycotts, may result in a number of adverse consequences for our businesses, suppliers and customers. Such events could lead to supply chain and transportation disruptions, constrained availability of raw materials and other commodities, inflation, increased commodity, energy and fuel costs, cyberattacks, breaches of information systems and other disruptions that could adversely affect our businesses and our customers and suppliers. Such events also could result in physical harm to our, our customers’ or our suppliers’ employees and property. In addition, such events could cause increased volatility in the capital markets, which could negatively impact our ability to obtain additional financing or refinance our existing debt obligations on commercially reasonable terms or at all. Any such events, including the ongoing conflict in Ukraine, may also have the effect of heightening many of the other risks previously described in our Annual Report, such as those relating to capital markets, energy and freight costs, our supply chain, information security and market conditions, any of which could negatively affect our businesses, financial condition, results of operations and cash flows.

Although we do not have operations in Russia, Ukraine or Belarus and do not have significant direct exposure to customers in those countries, our businesses and operations have been negatively impacted by increased inflation, escalating energy and fuel prices and constrained availability, and thus increasing costs, of certain raw materials and other commodities, and declarations of force majeure by certain suppliers. These and other impacts have caused, and may continue to cause, an adverse effect on our businesses, financial condition, results of operations and cash flows that may be material.

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 March 31, ~~2021:~~2022:

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)
January 1, 2021 - January 31, 2021 622,163 $98.50 622,163 $68,335,460
February 1, 2021 - February 28, 2021 728,440 $97.14 728,440 $356,996,862
March 1, 2021 - March 31, 2021 230,784 $101.23 230,784 $333,633,659
Total 1,581,387 $98.27 1,581,387 $333,633,659


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 (b)
January 1, 2022 - January 31, 2022	46,901	$104.59	46,901	$324,808,775
February 1, 2022 - February 28, 2022	314,728	$105.66	314,728	$291,553,815
March 1, 2022 - March 31, 2022	—	$—	—	$291,553,815
Total	361,629	$105.52	361,629	$291,553,815

(a)Does not include broker’s commissions.

(b)On ~~August 4, 2020,~~November 17, 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 (the “Prior Authorization”). The Prior Authorization had an expiration date of August 8, 2022. On February 2, 2021, our Board of Directors terminated the Prior Authorization effective February 5, 2021 and approved a new authorization to repurchase up to $400,000,000 of shares of our common stock effective ~~February 6,~~November 20, 2021 (the ~~“New Authorization”~~“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. ~~As of February 5, 2021, the approximate dollar value of shares that could yet be purchased under the Prior Authorization was $40,578,858.~~

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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

2.2						Amendment No. 1 to Transaction Agreement and Plan of Merger, dated as of February 28, 2022, 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 (film no. 22683895) filed on February 28, 2022)

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 (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)

4.2						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)

4.3						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)

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

4.5						Indenture (2031 Notes), dated as of March 10, 2021, by and among Post Holdings, Inc., the Guarantors (as defined therein) and Wells Fargo Bank, National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on March 11, 2021)

†10.52						Form of Non-Employee Director Restricted Stock Unit Agreement (United States Non-Employee Directors)

†10.53						Form of Non-Employee Director Restricted Stock Unit Agreement (United Kingdom ~~Non-Management~~Non-Employee Directors)

~~10.53~~10.54						~~Amendment~~Joinder Agreement No. ~~2 to Credit Agreement,~~1, dated as of ~~February 26, 2021,~~March 8, 2022, by and among ~~BellRing Brands, LLC,~~Post Holdings, Inc., the ~~institutions~~Guarantors (as defined therein) party thereto, ~~as 2021 Refinancing~~the Funding Incremental Term Loan Lenders (as defined therein), ~~each Revolving Credit Lender (as defined in the Existing Credit Agreement (as defined therein)), Credit Suisse AG, Cayman Islands Branch,~~Barclays Bank PLC, as administrative agent, and JP Morgan Chase Bank, N.A., as sub-agent to the ~~subsidiary guarantors~~administrative agent (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on March 10, 2022)

*10.55						Tax Matters Agreement, dated as of March 10, 2022, by and among Post Holdings, Inc., BellRing Brands, ~~LLC~~Inc. and BellRing Intermediate Holdings, Inc. (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on ~~February 26, 2021)~~March 10, 2022)

*10.56						Exchange Agreement, dated as of March 10, 2022, by and among Post Holdings, Inc. and each of the financial institutions party thereto (Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on March 10, 2022)

†10.57						Amendment to Certain 2019 PRSU Agreements Issued under 2019 LTIP, effective as of March 29, 2022

31.1						Certification of Robert V. Vitale pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 7, ~~2021~~6, 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 May 7, ~~2021~~6, 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 May 7, ~~2021~~6, 2022

101						Interactive Data File (Form 10-Q for the quarterly period ended March 31, ~~2021~~2022 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 March 31, ~~2021,~~2022, 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:	May ~~7, 2021~~6, 2022	By:	/s/ Jeff A. Zadoks
			Jeff A. Zadoks
			EVP and Chief Financial Officer (Principal Financial Officer)

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	Peter Pan		Almark


Receivables	$	0	$	6.4

Inventories	4.6		5.2

Prepaid expenses and other current assets	0		0.1
Property	0		9.8
Goodwill	55.1		19.7
Other intangible assets	67.0		19.5
Deferred tax asset	0		1.3
Other assets	0		32.9

Accounts payable	(11.7)		(5.4)

Other current liabilities	0		(1.6)

Deferred tax liability	(13.6)		0
Other liabilities	0		(36.6)
Total acquisition cost	$	101.4	$	51.3


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

Interest rate swaps	$	0	$	11.0	$	0.6	$	(0.2)	Interest expense, net
Cross-currency swaps	0		(66.8)		0		0		(Income) expense on swaps, net


Three Months Ended March 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 (Received), Net
	Interest expense, net	$	(0.1)	$	0.6	$	0.5	$	1.2
	(Income) expense on swaps, net	(185.6)		0		(185.6)		13.6
2021	Total	$	(185.7)	$	0.6	$	(185.1)	$	14.8

	Interest expense, net	$	(0.2)	$	0	$	(0.2)	$	(0.2)
	(Income) expense on swaps, net	224.6		0		224.6		0.4
2020	Total	$	224.4	$	0	$	224.4	$	0.2


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

Interest rate swaps	$	0	$	9.7	1.1	7.0	Interest expense, net
Cross-currency swaps	0		(32.2)		0	0	(Income) expense on swaps, net


	March 31, 2021		September 30, 2020
ROU assets:
Other assets	$	141.1	$	116.3

Lease liabilities:
Other current liabilities	$	25.8	$	23.6
Other liabilities	130.2		103.0
Total lease liabilities	$	156.0	$	126.6