8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 5, 2008

RALCORP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Missouri	1-12619	43-1766315
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

800 Market Street, Suite 2900    Saint Louis, MO	63101
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 314-877-7000

___________________________________________________________________________________________________________

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Only the items indicated below are covered by this report.

Item 2.02 Results of Operations and Financial Condition.

In a press release dated February 5, 2008, a copy of which is attached hereto as Exhibit 99.1, and the text of which is incorporated by reference herein, the Registrant announced results from its first quarter ended December 31, 2007.

The information contained in Item 2.02 and the Exhibit attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 Press Release dated February 5, 2008.

SIGNATURES

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

RALCORP HOLDINGS, INC.

(Registrant)

Date:	February 6, 2008	By:         /s/T. G. Granneman
		T. G. Granneman
		Duly Authorized Signatory and
		Chief Accounting Officer

EXHIBIT INDEX

Exhibit

Number	Description
Exhibit 99.1	Press Release dated February 5, 2008

EX-99.1

Exhibit 99.1

   PRESS RELEASE

For Release:	Immediate
Contact:	Scott Monette
	314/877-7113

RALCORP HOLDINGS ANNOUNCES RESULTS

FOR THE FIRST QUARTER OF FISCAL 2008

St. Louis, MO, February 5, 2008… Ralcorp Holdings, Inc. (NYSE:RAH) today filed its Quarterly Report on Form 10-Q for the period ended December 31, 2007.  Reported diluted earnings per share were $1.61 including the impact of a non-cash gain on forward sale contracts related to Ralcorp’s investment in Vail Resorts, Inc., or $.68 per share excluding that impact.  In last year’s first quarter, reported diluted earnings per share were $.28 including the impact of a non-cash loss on those contracts, or $.70 excluding that impact.  Other reported results for the quarter include:

·   Net sales for the quarter increased 24% as a result of business acquisitions, other volume gains, and higher pricing in response to rising input costs.

·   Total segment profit contribution was up 2% as a result of acquisitions and higher volumes and selling prices, partially offset by higher ingredient costs and amortization expense.

·   Food EBITDA was $66.2 million compared to $62.2 million last year.

·   Earnings before income taxes and equity loss were $69.7 million (compared to $17.9 million last year) after a $37.8 million ($.93 per share) non-cash gain on Ralcorp’s Vail forward sale contracts.  Last year’s amount included a $17.9 million ($.42 per share) non-cash loss on those contracts.

·   Equity in loss of Vail Resorts, Inc. (after tax) was $2.8 million ($.10 per share) compared to $4.2 million ($.15 per share) a year ago.

·   Net earnings were $42.4 million, which is $34.8 million higher than a year ago (including the non-cash after-tax effects of gains or losses on the Vail forward sale contracts).

Segment results and other key components of earnings before income taxes and equity earnings are summarized in the following tables (in millions):

	Three Months Ended
	December 31,
	2007			2006
Net Sales
Ralston Foods	$	194.8		$	120.3
Bremner		82.5			78.8
Cereals, Crackers & Cookies		277.3			199.1
Frozen Bakery Products		182.5			148.5
Dressings, Syrups, Jellies & Sauces		109.8			100.7
Snack Nuts & Candy		81.1			74.4
Total	$	650.7		$	522.7
Profit Contribution
Cereals, Crackers & Cookies	$	27.4		$	19.9
Frozen Bakery Products		17.7			19.7
Dressings, Syrups, Jellies & Sauces		1.7			4.5
Snack Nuts & Candy		6.4			8.2
Total segment profit contribution		53.2			52.3
Interest expense, net		(11.5	)		(8.8	)
Gain (loss) on forward sale contracts		37.8			(17.9	)
Restructuring charges		(.7	)		-
Stock-based compensation expense		(3.2	)		(1.8	)
Other unallocated corporate expenses		(5.9	)		(5.9	)
Earnings before Income Taxes
and Equity Loss	$	69.7		$	17.9
Reconciliation of Food EBITDA to Net Earnings
Food EBITDA	$	66.2		$	62.2
Depreciation and amortization		(22.8	)		(17.6	)
Interest expense, net		(11.5	)		(8.8	)
Gain (loss) on forward sale contracts		37.8			(17.9	)
Income taxes		(24.5	)		(6.1	)
Equity in loss of Vail Resorts, Inc,
net of related deferred income taxes		(2.8	)		(4.2	)
Net Earnings	$	42.4		$	7.6

The first quarter sales growth was $128.0 million, of which approximately 60% is attributable to the timing of recent acquisitions. Those acquisitions include Bloomfield Bakers (March 16, 2007) in the Cereals, Crackers & Cookies segment and Cottage Bakery (November 10, 2006) in the Frozen Bakery Products segment.  The remaining growth (more than 9% over the prior year) was due to volume gains in all segments and price increases in response to rapidly rising costs.

For the quarter, the Company’s overall ingredient and packaging costs were unfavorable by a total of about $25.7 million.  Amortization of intangible assets related to acquisitions (primarily customer relationships and trademarks) increased with the addition of amounts for Bloomfield and Cottage.  Amortization of such intangibles was $5.5 million ($.13 per share) for the first quarter of fiscal 2008, but only $3.2 million ($.07 per share) for the first quarter of fiscal 2007.

The following measures, as reported herein, are non-GAAP financial measures which the Company’s management believes provide useful information to investors regarding the performance of Ralcorp’s operations:

·   Diluted earnings per share excluding the impact of the gains or losses on forward sale contracts related to Ralcorp’s investment in shares of Vail Resorts, Inc., gives investors a measure of the results of Ralcorp’s operations, which are unaffected by the existence of the forward sale contracts or unrealized changes in their fair value.

·   Food EBITDA (earnings before interest, income taxes, depreciation, and amortization, excluding equity method earnings and other gains or losses related to the Company’s investment in Vail Resorts, Inc.) provides information regarding the performance of Ralcorp’s food business operations, without the effects of the Company’s investment in Vail Resorts, Inc. and related transactions.

·   Total segment profit contribution is an accumulation of the GAAP measures of profit contribution for each reportable segment which are reported to the chief operating decision maker for purposes of making decisions about allocating resources to each segment and assessing its performance, which gives investors a combined measure of these key amounts.

For additional information regarding the Company’s results, refer to the comparative statements of earnings below, as well as the financial statements and management’s discussion and analysis included in its Quarterly Report on Form 10-Q for the period ended December 31, 2007, filed February 5, 2008.

Ralcorp produces a variety of value brand and store brand foods sold under the individual labels of various grocery, mass merchandise and drugstore retailers, and frozen bakery products sold to in-store bakeries, restaurants and other foodservice customers.  Ralcorp’s diversified product mix includes: ready-to-eat and hot cereals; snack mixes, corn-based chips and extruded corn snack products; crackers and cookies; snack nuts; chocolate candy; salad dressings; mayonnaise; peanut butter; jams and jellies; syrups; sauces; frozen griddle products including pancakes, waffles, and French toast; frozen biscuits and other frozen pre-baked products such as breads and muffins; and frozen dough for cookies, Danishes, bagels and doughnuts.  In addition, Ralcorp holds an interest of approximately 19 percent in Vail Resorts, Inc., the leading mountain resort operator in the United States.

NOTE:  Information in this press release that includes information other than historical data contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995.  These statements are sometimes identified by their use of terms and phrases such as “should,” “will,” “can,” “believes,” “could,” “likely,” “anticipates,” “intends,” “plans,” “expects,” “if,” “would,” or similar expressions.  Any such forward-looking statements are made based on information currently known and are subject to various risks and uncertainties and are therefore qualified by the Company's cautionary statements contained in its filings with the Securities and Exchange Commission.

RALCORP HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)

(Dollars in millions except per share data, shares in thousands)

	Three Months Ended
	December 31,
	2007			2006
Net Sales	$	650.7		$	522.7
Cost of products sold		(537.3	)		(416.9	)
Gross Profit		113.4			105.8
Selling, general and administrative expenses		(69.3	)		(61.2	)
Interest expense, net		(11.5	)		(8.8	)
Gain (loss) on forward sale contracts		37.8			(17.9	)
Restructuring charges		(.7	)		-
Earnings before Income Taxes
and Equity Loss		69.7			17.9
Income taxes		(24.5	)		(6.1	)
Earnings before Equity Loss		45.2			11.8
Equity in loss of Vail Resorts, Inc.,
net of related deferred income taxes		(2.8	)		(4.2	)
Net Earnings	$	42.4		$	7.6
Earnings per Share
Basic	$	1.66		$	.28
Diluted	$	1.61		$	.28
Weighted Average Shares
for Basic Earnings per Share		25,470			26,779
Dilutive effect of:
Stock options		568			520
Stock appreciation rights		71			26
Restricted stock awards		84			58
Weighted Average Shares
for Diluted Earnings per Share		26,193			27,383