10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

                                 (Mark One)

(X)	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2011.
(  )	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:     1-12619

Ralcorp Holdings, Inc.

(Exact name of registrant as specified in its charter)

Missouri	43-1766315
(State of Incorporation)	(I.R.S. Employer
	Identification No.)
800 Market Street, Suite 2900
St. Louis, MO	63101
(Address of principal	(Zip Code)
Executive offices)

(314) 877-7000

(Registrant's telephone number, including area code)

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 (X)   No (   )

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).  Yes (X)   No (  )

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer (X) Accelerated filer (  ) Non-accelerated filer (  ) Smaller reporting company (  )

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

Number of shares of Common Stock, $.01 par value, outstanding as of August 5, 2011:  55,133,818

Explanatory Note

The purpose of this amendment on Form 10-Q/A to Ralcorp Holdings, Inc. Quarterly Report on Form 10-Q for the period ended June 30, 2011, filed with the Securities and Exchange Commission on August 9, 2011 (“Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q, as required by Rule 405 of Regulation S-T.  Exhibit 101 provides the financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

No other changes have been made to the Form 10-Q.  This Form 10-Q/A speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.

Item 6. Exhibits.

Number	Description
31.1*	Section 302 Certification of Kevin J. Hunt dated August 9, 2011
31.2*	Section 302 Certification of David P. Skarie dated August 9, 2011
31.3*	Section 302 Certification of Thomas G. Granneman dated August 9, 2011
32*	Section 1350 Certification of Kevin J. Hunt, David P. Skarie and Thomas G. Granneman dated August 9, 2011
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

*	Filed with the original Form 10-Q on August 9, 2011
**	Furnished with this Form 10-Q/A

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.
September 8, 2011	/s/ T. G. Granneman
	T. G. Granneman
	Corporate Vice President and
	Chief Accounting Officer

EXHIBIT INDEX

Number	Description
31.1*	Section 302 Certification of Kevin J. Hunt dated August 9, 2011
31.2*	Section 302 Certification of David P. Skarie dated August 9, 2011
31.3*	Section 302 Certification of Thomas G. Granneman dated August 9, 2011
32*	Section 1350 Certification of Kevin J. Hunt, David P. Skarie and Thomas G. Granneman dated August 9, 2011
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

*	Filed with the original Form 10-Q on August 9, 2011
**	Furnished with this Form 10-Q/A

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Property, Net (Details) (USD $) In Millions	Jun. 30, 2011	Sep. 30, 2010
Property at cost	$ 1,948.5	$ 1,858.5
Accumulated depreciation	(746.6)	(639.5)
Property, net	1,201.9	1,219.0
Parent Company [Member]
Property at cost	247.8	243.0
Accumulated depreciation	$ (174.8)	$ (165.7)

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Condensed Consolidated Statements Of Comprehensive Income (USD $) In Millions	3 Months Ended		9 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Condensed Consolidated Statements Of Comprehensive Income
Net Earnings	$ 28.3	$ 53.0	$ 182.9	$ 166.9
Other comprehensive (loss) income	(5.9)	(13.1)	28.2	1.3
Comprehensive Income	$ 22.4	$ 39.9	$ 211.1	$ 168.2

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Condensed Consolidated Balance Sheets (USD $) In Millions	Jun. 30, 2011	Sep. 30, 2010
Assets
Cash and cash equivalents	$ 47.2	$ 29.3
Marketable securities	10.7	10.0
Investment in Ralcorp Receivables Corporation		137.8
Receivables, net	344.7	233.4
Inventories	468.5	425.1
Deferred income taxes	10.7	10.6
Prepaid expenses and other current assets	19.2	30.8
Total Current Assets	901.0	877.0
Property, Net	1,201.9	1,219.0
Goodwill	2,952.0	2,945.7
Other Intangible Assets, Net	1,643.6	1,727.0
Other Assets	39.6	36.2
Total Assets	6,738.1	6,804.9
Liabilities and Shareholders' Equity
Accounts and notes payable	427.8	279.5
Other current liabilities	217.0	347.6
Total Current Liabilities	644.8	627.1
Long-term Debt	2,162.5	2,464.9
Deferred Income Taxes	636.4	685.1
Other Liabilities	235.5	198.6
Total Liabilities	3,679.2	3,975.7
Shareholders' Equity
Common stock	0.6	0.6
Additional paid-in capital	1,955.7	1,945.2
Common stock in treasury, at cost	(340.7)	(348.8)
Retained earnings	1,451.0	1,268.1
Accumulated other comprehensive loss	(7.7)	(35.9)
Total Shareholders' Equity	3,058.9	2,829.2
Total Liabilities and Shareholders' Equity	$ 6,738.1	$ 6,804.9

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Other Intangible Assets, Net (Components Of Intangible Assets) (Details) (USD $) In Millions	Jun. 30, 2011	Sep. 30, 2010
Computer software	$ 71.1	$ 66.0
Customer relationships	843.0	840.1
Trademarks/brands	126.5	126.5
Other	13.1	13.1
Finite-lived intangible assets, gross	1,053.7	1,045.7
Accumulated amortization	(241.1)	(181.8)
Finite-lived intangible assets, net	812.6	863.9
Trademarks/brands	831.0	863.1
Intangible assets, net (excluding goodwill), total	1,643.6	1,727.0
Parent Company [Member]
Accumulated amortization	$ (39.0)	$ (34.9)

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Subsequent Event

9 Months Ended

Jun. 30, 2011

Subsequent Events [Abstract]

Subsequent Events [Text Block]

NOTE 18 – SUBSEQUENT EVENTS

 On July 14, 2011, the Company announced that its Board of Directors agreed in principle to separate Ralcorp and Post Foods in a tax-free spin-off to Ralcorp shareholders.  The separation is expected to be completed in approximately four to six months, pending the receipt of an Internal Revenue Service tax ruling and opinion of legal counsel and resolution of other customary conditions.

 On August 9, 2011, the Company announced that it had entered into a definitive agreement to acquire the North American private-brand refrigerated dough business of Sara Lee Corp. for approximately $545.  Sara Lee's refrigerated dough business is a leading manufacturer and distributor of a full range of private-brand refrigerated dough products in the United States and recorded net sales in excess of $300 for its fiscal year ended July 2010.  The transaction is expected to be completed in approximately 60 to 90 days, subject to customary closing conditions and regulatory approvals, after which the business will be reported as part of Ralcorp's Frozen Bakery Products segment.  Ralcorp intends to fund the transaction through short-term debt that will be repaid with the proceeds from the Post Foods separation.

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Document And Entity Information	9 Months Ended
	Jun. 30, 2011	Aug. 05, 2011
Document And Entity Information
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q3
Entity Registrant Name	RALCORP HOLDINGS INC /MO
Entity Central Index Key	0001029506
Current Fiscal Year End Date	--09-30
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		55,133,818

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Fair Value Measurements (Assets And Liabilities Measured At Fair Value On Recurring Basis) (Details) (USD $) In Millions	Jun. 30, 2011	Sep. 30, 2010
Total derivative assets	$ 39.7	$ 48.9
Deferred compensation investment	26.1	22.2
Total derivative liabilities	46.8	33.8
Deferred compensation liabilities	40.6	31.2
Derivative Assets [Member]
Total derivative assets	2.9	16.7
Derivative Assets [Member] | Fair Value, Inputs, Level 2 [Member]
Total derivative assets	2.9	16.7
Fair Value, Inputs, Level 1 [Member]
Total derivative assets	36.8	32.2
Deferred compensation investment	26.1	22.2
Fair Value, Inputs, Level 1 [Member] | Marketable securities [Member]
Total derivative assets	10.7	10.0
Fair Value, Inputs, Level 2 [Member]
Total derivative assets	2.9	16.7
Total derivative liabilities	46.8	33.8
Deferred compensation liabilities	40.6	31.2
Fair Value, Inputs, Level 2 [Member] | Derivative Liabilities [Member]
Total derivative liabilities	16.6	2.6
Marketable securities [Member]
Total derivative assets	10.7	10.0
Derivative Liabilities [Member]
Total derivative liabilities	$ 16.6	$ 2.6

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Earnings Per Share (Tables)

9 Months Ended

Jun. 30, 2011

Earnings Per Share

Weighted-Average Shares

	Three Months Ended				Nine Months Ended
	June 30,				June 30,
	2011		2010		2011		2010
Weighted Average Shares
for Basic Earnings per Share		54,851		54,624		54,774		55,030
Dilutive effect of:
Stock options		250		290		253		323
Stock appreciation rights		550		393		339		325
Restricted stock awards		267		203		249		178
Weighted Average Shares
for Diluted Earnings per Share		55,918		55,510		55,615		55,856

Stock Appreciation Rights

	Nine Months Ended						Nine Months Ended
	June 30, 2011						June 30, 2010
	First		Second		Third		First		Second		Third
	Quarter		Quarter		Quarter		Quarter		Quarter		Quarter
SARs at $56.56 per share		-		-		-		405		-		-
SARs at $66.07 per share		504		497		-		504		504		504
SARs at $65.45 per share		-		-		-		25		-		-
SARs at $58.79 per share		8		-		-		8		8		8
SARs at $56.27 per share		372		-		-		390		-		-
SARs at $57.14 per share		13		13		-		13		-		-
SARs at $57.45 per share		536		536		-		-		-		-
SARs at $61.98 per share		6		6		-		-		-		-
SARs at $62.03 per share		-		3		-		-		-		-
SARs at $61.95 per share		-		6		-		-		-		-

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Fair Value Measurements (Narrative) (Details) (USD $) In Millions	Jun. 30, 2011	Sep. 30, 2010
Fair Value Measurements
Fixed rate debt, carrying amount	$ 1,951.6	$ 1,991.4
Fixed rate debt, estimated fair value	$ 2,140.2	$ 2,399.5

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Fair Value Measurements

9 Months Ended

Jun. 30, 2011

Fair Value Measurements

Fair Value Measurements

NOTE 7 – FAIR VALUE MEASUREMENTS

The following table 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:

	June 30, 2011						September 30, 2010
	Total		Level 1		Level 2		Total		Level 1		Level 2
Assets
Marketable securities	$	10.7	$	10.7	$	-	$	10.0	$	10.0	$	-
Derivative assets		2.9		-		2.9		16.7		-		16.7
Deferred compensation investment		26.1		26.1		-		22.2		22.2		-
	$	39.7	$	36.8	$	2.9	$	48.9	$	32.2	$	16.7
Liabilities
Derivative liabilities	$	16.6	$	-	$	16.6	$	2.6	$	-	$	2.6
Deferred compensation liabilities		40.6		-		40.6		31.2		-		31.2
	$	46.8	$	-	$	46.8	$	33.8	$	-	$	33.8

The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable.  Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity's pricing based upon their own market assumptions.  The fair value hierarchy consists of three levels:

Level 1 – Inputs are quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs are quoted prices of similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data.

Level 3 – Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.

The Company's marketable securities consist of U.S. Treasury Bills.  Fair value for marketable securities is measured using the market approach based on quoted prices.  The Company utilizes the income approach to measure fair value for its derivative assets and liabilities (which include commodity options and swaps, interest rate swaps, and foreign currency forward contracts).  The income approach uses pricing models that rely on market observable inputs such as yield curves, currency exchange rates, and forward prices.  The deferred compensation investment is invested primarily in mutual funds and its fair value is measured using the market approach.  This investment is in the same funds and purchased in substantially the same amounts as the participants' selected investment options (excluding Ralcorp 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 Ralcorp common stock equivalents to be distributed in shares) using the market approach.

The carrying amounts reported on the consolidated balance sheets for cash and cash equivalents, receivables, and accounts and notes payable approximate fair value because of the short maturities of these financial instruments.  The carrying amount of the Company's variable rate long-term debt (see Note 14) approximates fair value because the interest rates are adjusted to market frequently.  Based on the discounted amount of future cash flows, using Ralcorp's incremental rate of borrowing for similar debt, the Company's fixed rate debt (which had a carrying amount of $1,951.6 as of June 30, 2011 and $1,991.4 as of September 30, 2010) had an estimated fair value of $2,140.2 as of June 30, 2011 and $2,399.5 as of September 30, 2010.

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Derivative Financial Instruments And Hedging (Tables)

9 Months Ended

Jun. 30, 2011

Derivative Financial Instruments And Hedging

Notional Amounts Of Derivative Instruments Held

	June 30,		Mar. 31,		Dec. 31,		Sept. 30,
	2011		2011		2010		2010
Raw materials (thousands of pounds)		956,084		656,779		714,529		679,393
Natural gas (thousands of MMBTUs)		4,620		5,130		2,075		3,200
Other fuel (thousands of gallons)		3,937		6,445		5,668		8,001
Currency (thousands of dollars)		14,100		22,900		43,700		69,450
Debt (thousands of dollars)		577,500		-		-		-

Fair Value And Balance Sheet Location Of Derivative Instruments

		Fair Value
		June 30,	Sept. 30,
		2011		2010	Balance Sheet Location
Asset Derivatives
Foreign exchange					Prepaid expenses and other current
contracts	$	.5	$	.9 assets
					Prepaid expenses and other current
Commodity contracts		2.4		15.8 assets
	$	2.9	$	16.7
Liability Derivatives
Commodity contracts	$	6.2	$	2.6 Other current liabilities
Interest rate contracts		10.4		- Other liabilities
	$	16.6	$	2.6

Effect Of Derivative Instruments On Statements Of Earnings And Other Comprehensive Income)

													Gain (Loss)
							Gain (Loss)						Recognized in
	Amount of Gain						Reclassified from						Earnings [Ineffective
	(Loss) Recognized						Accumulated OCI						Portion and Amount
Derivatives in	in OCI						into Earnings						Excluded from
ASC Topic 815 Cash Flow	[Effective Portion]						[Effective Portion]						Effectiveness Testing]
Hedging Relationships	2011			2010			2011			2010			2011		2010			Location in Earnings
Commodity contracts	$	(2.0	)	$	(.1	)	$	16.0		$	(3.3	)	$	1.6	$	(.1	)	Cost of goods sold
Foreign exchange contracts		.2			(1.2	)		1.4			1.9			-		-		SG&A expenses
Interest rate contracts		-			(5.2	)		(.3	)		(.1	)		-		-		Interest expense, net
	$	(1.8	)	$	(6.5	)	$	17.1		$	(1.5	)	$	1.6	$	(.1	)

Derivatives Not Designated	Amount of Gain (Loss)
as Hedging Instruments	Recognized in Earnings					Location of Gain (Loss)
Under ASC Topic 815	2011			2010		Recognized in Earnings
Commodity contracts	$	(21.2	)	$	-	Cost of goods sold

The following tables illustrate the effect of the Company's derivative instruments on the statements of earnings and other comprehensive income (OCI) for the nine months ended June 30, 2011 and 2010.

												Gain (Loss)
						Gain (Loss)						Recognized in
	Amount of Gain					Reclassified from						Earnings [Ineffective
	(Loss) Recognized					Accumulated OCI						Portion and Amount
Derivatives in	in OCI					into Earnings						Excluded from
ASC Topic 815 Cash Flow	[Effective Portion]					[Effective Portion]						Effectiveness Testing]
Hedging Relationships	2011		2010			2011			2010			2011		2010			Location in Earnings
Commodity contracts	$	25.6	$	.3		$	25.1		$	(11.5	)	$	1.7	$	(.3	)	Cost of goods sold
Foreign exchange contracts		2.7		(.2	)		3.5			5.9			-		-		SG&A expenses
Interest rate contracts		-		(5.2	)		(1.1	)		(1.1	)		-		-		Interest expense, net
	$	28.3	$	(5.1	)	$	27.5		$	(6.7	)	$	1.7	$	(.3	)

Derivatives in	Amount of Gain (Loss)
ASC Topic 815 Fair Value	Recognized in Earnings					Location of Gain (Loss)
Hedging Relationships	2011			2010		Recognized in Earnings
Commodity contracts	$	(.1	)	$	-	Cost of goods sold

Derivatives Not Designated	Amount of Gain (Loss)
as Hedging Instruments	Recognized in Earnings					Location of Gain (Loss)
Under ASC Topic 815	2011			2010		Recognized in Earnings
Commodity contracts	$	(10.4	)	$	-	Cost of goods sold

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Derivative Financial Instruments And Hedging (Narrative) (Details) (USD $) In Millions	9 Months Ended
	Jun. 30, 2011	Sep. 30, 2010
Cash flow hedge gain (loss) to be reclassified within twelve months	$ 14.9
Derivative instruments, liability position	6.2	2.6
Derivative instruments, related collateral	10.6	10.0
Interest Rate Contracts [Member]
Derivative financial instruments, term	ten
Foreign Exchange Contracts [Member]
Derivative financial instruments, term	two
Commodity Contracts [Member]
Derivative financial instruments, term	eighteen
Derivative instruments not designated as hedging instruments, liability	$ 9.3

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Business Combinations (Provisional Purchase Price Allocation And Adjustment During The Period) (Details) (USD $) In Millions	9 Months Ended				9 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Sep. 30, 2010 Acquisition Date Amounts [Member]		Jun. 30, 2011 Adjustments During Period [Member]		Jun. 30, 2011 Acquisition Date Amounts As Adjusted [Member]		Jun. 30, 2011 Sepps Gourmet Foods Ltd [Member]	Jun. 30, 2011 American Italian Pasta Company [Member]
Cash			$ 41.1	[1]			$ 41.1
Cash	17.9	(167.5)
Receivables			53.7	[1],[2]			54.4	[2]
Receivables					0.7	[2]
Inventories			55.6	[1],[3]			55.4	[3]
Inventories					(0.2)	[3]
Other current assets			22.2	[1],[2]			22.0	[2]
Other current assets					(0.2)	[2]
Property			306.1	[1],[4]			307.7	[4]	0.1	1.5
Property					1.6	[4]
Goodwill			577.4	[1]			577.1
Goodwill					(0.3)
Other intangible assets			612.9	[1],[3]			610.9	[3]
Other intangible assets					(2.0)	[3]
Other assets			0.6	[1],[2]			1.1	[2]
Other assets					0.5	[2]
Total assets acquired			1,669.6	[1]			1,669.7
Total assets acquired					0.1
Accounts payable			(35.6)	[1]			(35.6)
Other current liabilities			(31.1)	[1],[2]			(31.2)	[2]
Other current liabilities					(0.1)	[2]
Deferred income taxes			(243.1)	[1]			(243.1)
Deferred income taxes
Other liabilities			(6.2)	[1]			(6.2)
Total liabilities assumed			(316.0)	[1]			(316.1)
Total liabilities assumed					(0.1)
Net assets acquired			1,353.6	[1]			1,353.6
Net assets acquired

[1] As previously reported in Ralcorp's 2010 Annual Report on Form 10-K.

[2] The adjustments to "Receivables", "Other current assets", "Other assets", and "Other current liabilities" reflect the identification and adjustment of unrecorded AIPC and Sepp's Gourmet Foods assets or liabilities at the acquisition date.

[3] The adjustments to "Inventories" and "Other intangible assets" reflects changes in the estimated fair value of AIPC's inventories and customer relationships based on the valuation analyses finalized late in the first quarter of fiscal 2011

[4] The adjustments to "Property" reflect changes in the estimated fair values for AIPC (increase of $1.5) and Sepp's Gourmet Foods (increase of $.1) based on the analyses finalized late in the first quarter of fiscal 2011.

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Pension And Other Postretirement Benefits (Tables)

9 Months Ended

Jun. 30, 2011

Pension And Other Postretirement Benefits

Components Of Net Periodic Benefit Cost

	Three Months Ended						Nine Months Ended
	June 30,						June 30,
	2011			2010			2011			2010
Pension Benefits
Service cost	$	1.4		$	1.7		$	4.1		$	5.0
Interest cost		3.1			3.2			9.2			9.8
Expected return on plan assets		(4.7	)		(4.0	)		(14.0	)		(12.0	)
Amortization of prior service cost		.1			.1			.3			.3
Amortization of net loss		1.2			1.0			3.6			2.9
Net periodic benefit cost	$	1.1		$	2.0		$	3.2		$	6.0
Other Postretirement Benefits
Service cost	$	.6		$	.7		$	1.8		$	2.2
Interest cost		1.2			1.3			3.8			3.9
Amortization of prior service cost		(.2	)		(.3	)		(.8	)		(1.0	)
Amortization of net loss		-			-			.1			-
Net periodic benefit cost	$	1.6		$	1.7		$	4.9		$	5.1

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Contingencies

9 Months Ended

Jun. 30, 2011

Contingencies

Contingencies

NOTE 12 – CONTINGENCIES

In May 2009, a customer notified the Company that it was seeking to recover out-of-pocket costs and damages associated with the customer's recall of certain peanut butter-based products.  The customer recalled those products in January 2009 because they allegedly included ingredients that had the potential to be contaminated with salmonella.  The customer's recall stemmed from the U.S. Food and Drug Administration and other authorities' investigation of Peanut Corporation of America, which supplied the Company with peanut paste and other ingredients.  In accordance with the Company's contractual arrangements with the customer, the parties submitted these claims to mediation.  In January 2011, the Company resolved all pending contractual and other claims, resulting in a payment by the Company of $5.0 and an obligation to pay an additional $5.0, subject to the customer's completion of certain contractual obligations through February 2013.  The Company accrued $7.5 in the fiscal year ended September 30, 2010 based on early estimates of the settlement amount, and accrued an additional $2.5 in the quarter ended December 31, 2010.

Two subsidiaries of the Company are subject to three pending lawsuits brought by former employees currently pending in separate California state courts alleging, among other things, that employees did not receive sufficient meal breaks resulting in incorrect wage statements, unpaid overtime and untimely payments to terminated employees.  Each of these suits was filed as a class action and seeks to include in the class certain current and former employees of the respective subsidiary involved.  In each case, the plaintiffs are seeking unpaid wages, interest, attorneys' fees, compensatory and other monetary damages and injunctive relief.  No determination has been made by either court regarding class certification and there can be no assurance as to whether a class will be certified or, if a class is certified, as to the scope of such class.  The Company's liability, if any, relating to these lawsuits cannot be reasonably estimated at this time, yet is not likely to be material to its consolidated financial position, results of operations or cash flows.

From time to time, the Company is a party to various other legal proceedings.  The Company's liability, if any, from pending legal proceedings cannot be determined with certainty; however, in the opinion of management, based upon the information presently known, the ultimate liability, if any, arising from the 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 to the Company's consolidated financial position, results of operations or cash flows.  In addition, while it is difficult to quantify with certainty 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 should not be material to the Company's consolidated financial position, results of operations or cash flows.

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Business Combinations

9 Months Ended

Jun. 30, 2011

Business Combinations

Business Combinations

NOTE 3 – BUSINESS COMBINATIONS

On May 31, 2010, the Company acquired J.T. Bakeries Inc., a leading manufacturer of high-quality private-brand and co-branded gourmet crackers in North America, and North American Baking Ltd., a leading manufacturer of premium private-brand specialty crackers in North America.  These businesses operate plants in Kitchener and Georgetown, Ontario and are included in Ralcorp's Snacks, Sauces & Spreads segment.  On June 25, 2010, the Company acquired Sepp's Gourmet Foods Ltd., a leading manufacturer of foodservice and private-brand frozen griddle products.  Sepp's has operations in Delta, British Columbia and is included in Ralcorp's Frozen Bakery Products segment.  Net sales and operating profit included in the statement of earnings related to these three acquisitions were $20.4 and $.3, respectively, for the three months ended June 30, 2011, and $92.2 and $3.0, respectively, for the nine months ended June 30, 2011.  Operating profit, which is net of approximately $1.0 of amortization expense per quarter, has been negatively impacted by declines in the value of the U.S. Dollar relative to the Canadian Dollar because, while nearly all the costs of these businesses are denominated in Canadian Dollars, the majority of their sales are conducted in U.S. Dollars and pricing has not yet been adjusted to compensate.

On July 27, 2010, the Company completed the purchase of American Italian Pasta Company (AIPC), which is reported as Ralcorp's Pasta segment.  Ralcorp acquired all of the outstanding shares of AIPC common stock for $53.00 per share in cash.  AIPC is based in Kansas City, Missouri and has four plants that are located in Columbia, South Carolina; Excelsior Springs, Missouri; Tolleson, Arizona; and Verolanuova, Italy.  Acquired identifiable intangible assets consist of $372.2 of customer relationships with a weighted-average life of 16 years and $193.0 of trademarks of which $180.8 have indefinite lives and $12.2 have a weighted-average life of 15 years.  Finished goods inventory acquired in the acquisition was valued essentially as if Ralcorp were a distributor purchasing the inventory.  This resulted in a one-time allocation of purchase price to acquired inventory which was $3.9 higher than the historical manufacturing cost of the inventory.  All of the $3.9 inventory valuation adjustment was recognized in cost of products sold during fiscal 2010.

Each of the acquisitions was accounted for using the purchase method of accounting, whereby the results of operations of each of the following acquisitions are included in the statements of earnings from the date of acquisition.  The purchase price was allocated to acquired assets and liabilities based on their estimated fair values at the date of acquisition, and any excess was allocated to goodwill.  The following table summarizes the provisional amounts recognized as of September 30, 2010, as well as adjustments made in the nine months ended June 30, 2011.  The adjustments did not have a significant impact on the consolidated statements of income, balance sheets or cash flows in any period; therefore, the financial statements have not been retrospectively adjusted.  Certain estimated values are not yet finalized (primarily deferred tax assets and liabilities) and are subject to change once additional information is obtained (but no later than one year from the applicable acquisition date).

 

	Acquisition			Adjustments			Acquisition
	Date Amounts			During the			Date Amounts
	Recognized as of			Nine Months Ended			Recognized
	September 30, 2010 (a)			June 30, 2011			(as Adjusted)
Cash	$	41.1		$	-		$	41.1
Receivables (b)		53.7			.7			54.4
Inventories (c)		55.6			(.2	)		55.4
Other current assets (b)		22.2			(.2	)		22.0
Property (d)		306.1			1.6			307.7
Goodwill		577.4			(.3	)		577.1
Other intangible assets (c)		612.9			(2.0	)		610.9
Other assets (b)		.6			.5			1.1
Total assets acquired		1,669.6			.1			1,669.7
Accounts payable		(35.6	)		-			(35.6	)
Other current liabilities (b)		(31.1	)		(.1	)		(31.2	)
Deferred income taxes		(243.1	)		-			(243.1	)
Other liabilities		(6.2	)		-			(6.2	)
Total liabilities assumed		(316.0	)		(.1	)		(316.1	)
Net assets acquired	$	1,353.6		$	-		$	1,353.6

(a)	As previously reported in Ralcorp's 2010 Annual Report on Form 10-K.
(b)	The adjustments to "Receivables", "Other current assets", "Other assets", and "Other current liabilities" reflect the identification and adjustment of unrecorded AIPC and Sepp's Gourmet Foods assets or liabilities at the acquisition date.
(c)	The adjustments to "Inventories" and "Other intangible assets" reflects changes in the estimated fair value of AIPC's inventories and customer relationships based on the valuation analyses finalized late in the first quarter of fiscal 2011
(d)	The adjustments to "Property" reflect changes in the estimated fair values for AIPC (increase of $1.5) and Sepp's Gourmet Foods (increase of $.1) based on the analyses finalized late in the first quarter of fiscal 2011.

Supplemental Pro Forma Information

The following unaudited pro forma information shows Ralcorp's results of operations as if the fiscal 2010 business combinations had all been completed on October 1, 2009.  The acquirees' pre-acquisition results have been added to Ralcorp's historical results, and the totals have been adjusted for the pro forma effects of amortization of intangible assets recognized as part of the business combination, inventory valuation adjustments, interest expense related to the financing of the business combinations, and related income taxes.  These pro forma results may not necessarily reflect the actual results of operations that would have been achieved, nor are they necessarily indicative of future results of operations.

	Three Months Ended				Nine Months Ended
	June 30,				June 30,
	2011		2010		2011		2010
Net sales	$	1,171.9	$	1,148.6	$	3,517.8	$	3,365.2
Net earnings		28.5		43.0		183.3		221.1
Basic earnings per share		.52		.79		3.34		4.01
Diluted earnings per share		.51		.77		3.29		3.95

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Condensed Financial Statements Of Guarantors (Tables)

3 Months Ended

9 Months Ended

Jun. 30, 2011

Jun. 30, 2010

Jun. 30, 2011

Jun. 30, 2010

Condensed Financial Statements Of Guarantors Note

Condensed Consolidating Statements Of Earnings

	Three Months Ended June 30, 2011
	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net Sales	$	129.9		$	993.2		$	85.2		$	(36.7	)	$	1,171.9
Other intercompany revenues		.4			2.6			10.7			(13.7	)		-
Cost of goods sold		(117.1	)		(728.0	)		(73.5	)		36.7			(882.2	)
Gross Profit		13.2			267.8			22.4			(13.7	)		289.7
Selling, general and administrative expenses		(34.6	)		(121.9	)		(14.6	)		13.7			(157.4	)
Amortization of intangible assets		(1.4	)		(16.6	)		(1.6	)		-			(19.6	)
Impairment of intangible assets		-			(32.1	)		-			-			(32.1	)
Other operating expenses, net		(1.0	)		(1.5	)		(2.5	)		-			(5.0	)
Operating Profit		(23.8	)		95.7			3.7			-			75.6
Interest (expense) income, net		(33.7	)		1.3			(.6	)		-			(33.0	)
Earnings before Income Taxes and Equity Earnings		(57.5	)		97.0			3.1			-			42.6
Income taxes		20.7			(33.9	)		(1.1	)		-			(14.3	)
Earnings before Equity Earnings		(36.8	)		63.1			2.0			-			28.3
Equity in earnings of subsidiaries		65.1			(1.1	)		-			(64.0	)		-
Net Earnings	$	28.3		$	62.0		$	2.0		$	(64.0	)	$	28.3

	Three Months Ended June 30, 2010
	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net Sales	$	119.0		$	824.7		$	48.3		$	(29.6	)	$	962.4
Other intercompany revenues		.4			1.4			10.8			(12.6	)		-
Cost of goods sold		(91.9	)		(609.6	)		(45.2	)		29.6			(717.1	)
Gross Profit		27.5			216.5			13.9			(12.6	)		245.3
Selling, general and administrative expenses		(30.1	)		(93.7	)		(5.1	)		12.6			(116.3	)
Amortization of intangible assets		(1.3	)		(8.9	)		(.8	)		-			(11.0	)
Other operating expenses, net		(8.8	)		(5.1	)		-			-			(13.9	)
Operating Profit		(12.7	)		108.8			8.0			-			104.1
Interest (expense) income, net		(25.5	)		.3			.5			-			(24.7	)
Earnings before Income Taxes and Equity Earnings		(38.2	)		109.1			8.5			-			79.4
Income taxes		14.1			(37.2	)		(3.3	)		-			(26.4	)
Earnings before Equity Earnings		(24.1	)		71.9			5.2			-			53.0
Equity in earnings of subsidiaries		77.1			1.2			-			(78.3	)		-
Net Earnings	$	53.0		$	73.1		$	5.2		$	(78.3	)	$	53.0

	Nine Months Ended June 30, 2011
	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net Sales	$	388.3		$	2,961.3		$	264.9		$	(97.0	)	$	3,517.8
Other intercompany revenues		1.3			8.2			35.2			(44.7	)		-
Cost of goods sold		(296.8	)		(2,142.3	)		(228.0	)		97.0			(2,570.1	)
Gross Profit		92.8			827.5			72.1			(44.7	)		947.7
Selling, general and administrative expenses		(96.7	)		(358.1	)		(50.6	)		44.7			(460.7	)
Amortization of intangible assets		(4.1	)		(49.8	)		(4.6	)		-			(58.5	)
Impairment of intangible assets		-			(32.1	)		-			-			(32.1	)
Other operating expenses, net		(1.7	)		(5.4	)		(2.5	)		-			(9.6	)
Operating Profit		(9.7	)		382.1			14.4			-			386.8
Interest (expense) income, net		(104.0	)		.6			.9			-			(102.5	)
Earnings before Income Taxes and Equity Earnings		(113.7	)		382.7			15.3			-			284.3
Income taxes		40.9			(136.8	)		(5.5	)		-			(101.4	)
Earnings before Equity Earnings		(72.8	)		245.9			9.8			-			182.9
Equity in earnings of subsidiaries		255.7			(.5	)		-			(255.2	)		-
Net Earnings	$	182.9		$	245.4		$	9.8		$	(255.2	)	$	182.9

	Nine Months Ended June 30, 2010
	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net Sales	$	382.4		$	2,491.0		$	139.9		$	(94.0	)	$	2,919.3
Other intercompany revenues		1.3			4.4			50.3			(56.0	)		-
Cost of goods sold		(282.2	)		(1,818.9	)		(127.7	)		94.0			(2,134.8	)
Gross Profit		101.5			676.5			62.5			(56.0	)		784.5
Selling, general and administrative expenses		(96.9	)		(303.2	)		(34.6	)		56.0			(378.7	)
Amortization of intangible assets		(5.0	)		(26.9	)		(1.7	)		-			(33.6	)
Impairment of intangible assets		-			(20.5	)		-			-			(20.5	)
Other operating expenses, net		(14.1	)		(3.7	)		-			-			(17.8	)
Operating Profit		(14.5	)		322.2			26.2			-			333.9
Interest (expense) income, net		(76.9	)		.3			1.5			-			(75.1	)
Earnings before Income Taxes and Equity Earnings		(91.4	)		322.5			27.7			-			258.8
Income taxes		33.8			(115.3	)		(10.4	)		-			(91.9	)
Earnings before Equity Earnings		(57.6	)		207.2			17.3			-			166.9
Equity in earnings of subsidiaries		224.5			5.3			-			(229.8	)		-
Net Earnings	$	166.9		$	212.5		$	17.3		$	(229.8	)	$	166.9

Condensed Consolidating Balance Sheets

	June 30, 2011
	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Assets
Current Assets
Cash and cash equivalents	$	1.0		$	-		$	47.4		$	(1.2	)	$	47.2
Marketable securities		10.7			-			-			-			10.7
Receivables, net		48.3			47.0			250.8			(1.4	)		344.7
Inventories		61.6			376.0			30.9			-			468.5
Deferred income taxes		-			20.2			-			(9.5	)		10.7
Prepaid expenses and other current assets		7.9			8.9			2.4			-			19.2
Total Current Assets		129.5			452.1			331.5			(12.1	)		901.0
Intercompany Notes and Interest		-			20.8			152.4			(173.2	)		-
Investment in Subsidiaries		5,528.5			382.8			-			(5,911.3	)		-
Deferred Income Taxes		5.5			-			2.4			(7.9	)		-
Property		247.8			1,457.8			242.9			-			1,948.5
Accumulated Depreciation		(174.8	)		(517.1	)		(54.7	)		-			(746.6	)
Goodwill		-			2,844.3			107.7			-			2,952.0
Other Intangible Assets		62.4			1,745.6			76.7			-			1,884.7
Accumulated Amortization		(39.0	)		(186.4	)		(15.7	)		-			(241.1	)
Other Assets		12.1			27.3			.2			-			39.6
Total Assets	$	5,772.0		$	6,227.2		$	843.4		$	(6,104.5	)	$	6,738.1
Liabilities and Shareholders' Equity
Current Liabilities
Accounts and notes payable	$	103.8		$	165.0		$	161.6		$	(2.6	)	$	427.8
Deferred Income Taxes		8.9			-			.6			(9.5	)		-
Other current liabilities		111.2			82.8			23.0			-			217.0
Total Current Liabilities		223.9			247.8			185.2			(12.1	)		644.8
Intercompany Notes and Interest		137.3			15.1			20.8			(173.2	)		-
Long-term Debt		2,162.4			.1			-			-			2,162.5
Deferred Income Taxes		-			644.3			-			(7.9	)		636.4
Other Liabilities		189.5			10.7			35.3			-			235.5
Total Liabilities		2,713.1			918.0			241.3			(193.2	)		3,679.2
Shareholders' Equity
Common stock		.6			-			-			-			.6
Other shareholders' equity		3,058.3			5,309.3			602.1			(5,911.3	)		3,058.3
Total Shareholders' Equity		3,058.9			5,309.3			602.1			(5,911.3	)		3,058.9
Total Liabilities and Shareholders' Equity	$	5,772.0		$	6,227.3		$	843.4		$	(6,104.5	)	$	6,738.1

	September 30, 2010
	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Assets
Current Assets
Cash and cash equivalents	$	.6		$	.3		$	28.4		$	-		$	29.3
Marketable securities		10.0			-			-			-			10.0
Investment in Ralcorp Receivables Corporation		180.0			-			-			(42.2	)		137.8
Receivables, net		18.2			182.0			173.8			(140.6	)		233.4
Inventories		67.6			329.3			28.2			-			425.1
Deferred income taxes		2.1			9.1			(.6	)		-			10.6
Prepaid expenses and other current assets		17.4			10.0			3.4			-			30.8
Total Current Assets		295.9			530.7			233.2			(182.8	)		877.0
Intercompany Notes and Interest		-			20.8			98.1			(118.9	)		-
Investment in Subsidiaries		5,339.1			347.2			-			(5,686.3	)		-
Deferred Income Taxes		81.0			-			-			(81.0	)		-
Property		243.0			1,389.3			226.2			-			1,858.5
Accumulated Depreciation		(165.7	)		(436.8	)		(37.0	)		-			(639.5	)
Goodwill		-			2,844.7			101.0			-			2,945.7
Other Intangible Assets		57.5			1,779.3			72.0			-			1,908.8
Accumulated Amortization		(34.9	)		(136.6	)		(10.3	)		-			(181.8	)
Other Assets		35.1			1.0			.1			-			36.2
Total Assets	$	5,851.0		$	6,339.6		$	683.3		$	(6,069.0	)	$	6,804.9
Liabilities and Shareholders' Equity
Current Liabilities
Accounts and notes payable	$	64.3		$	178.6		$	39.4		$	(2.8	)	$	279.5
Other current liabilities		248.9			84.5			14.2			-			347.6
Total Current Liabilities		313.2			263.1			53.6			(2.8	)		627.1
Intercompany Notes and Interest		83.0			15.1			20.8			(118.9	)		-
Long-term Debt		2,464.9			-			-			-			2,464.9
Deferred Income Taxes		-			753.2			12.9			(81.0	)		685.1
Other Liabilities		160.7			7.8			30.1			-			198.6
Total Liabilities		3,021.8			1,039.2			117.4			(202.7	)		3,975.7
Shareholders' Equity
Common stock		.6			-			-			-			.6
Other shareholders' equity		2,828.6			5,300.4			565.9			(5,866.3	)		2,828.6
Total Shareholders' Equity		2,829.2			5,300.4			565.9			(5,866.3	)		2,829.2
Total Liabilities and Shareholders' Equity	$	5,851.0		$	6,339.6		$	683.3		$	(6,069.0	)	$	6,804.9

Condensed Consolidating Statements Of Cash Flows

	Nine Months Ended June 30, 2011
	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net Cash Provided (Used) by Operating Activities	$	303.1		$	73.9		$	(8.0	)	$	(1.2	)	$	367.8
Cash Flows from Investing Activities
Additions to property and intangible assets		(10.8	)		(74.9	)		(3.2	)		-			(88.9	)
Proceeds from sale of property		-			.5			-			-			.5
Purchases of securities		(20.6	)		-			-			-			(20.6	)
Proceeds from sale or maturity of securities		19.9			-			-			-			19.9
Intercompany investments and advances		88.6			17.6			(106.2	)		-			-
Net Cash (Used) Provided by Investing Activities		77.1			(56.8	)		(109.4	)		-			(89.1	)
Cash Flows from Financing Activities
Repayments of long-term debt		(47.2	)		-			-			-			(47.2	)
Net (repayments) borrowings under credit arrangements		(339.7	)		-			135.0			-			(204.7	)
Purchase of treasury stock		(.6	)		-			-			-			(.6	)
Proceeds and tax benefits from exercise of stock awards		9.8			-			-			-			9.8
Changes in book cash overdrafts		(2.1	)		(17.3	)		-			-			(19.4	)
Other, net		-			(.1	)		-			-			(.1	)
Net Cash (Used) Provided by Financing Activities		(379.8	)		(17.4	)		135.0			-			(262.2	)
Effect of Exchange Rate Changes on Cash		-			-			1.4			-			1.4
Net (Decrease) Increase in Cash and Cash Equivalents		.4			.3			19.0			(1.2	)		17.9
Cash and Cash Equivalents, Beginning of Period		.6			.3			28.4			-			29.3
Cash and Cash Equivalents, End of Period	$	1.0		$	-		$	47.4		$	(1.2	)	$	47.2

	Nine Months Ended June 30, 2010
	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Consolidated
Net Cash (Used) Provided by Operating Activities	$	(6.2	)	$	278.6		$	14.9		$	287.3
Cash Flows from Investing Activities
Business acquisitions, net of cash acquired		(142.8	)		-			2.2			(140.6	)
Additions to property and intangible assets		(16.2	)		(63.3	)		(6.9	)		(86.4	)
Proceeds from sale of property		-			.4			.1			.5
Purchases of securities		(12.8	)		-			-			(12.8	)
Proceeds from sale or maturity of securities		14.8			-			-			14.8
Intercompany investments and advances		212.6			(200.3	)		(12.3	)		-
Net Cash Provided (Used) by Investing Activities		55.6			(263.2	)		(16.9	)		(224.5	)
Cash Flows from Financing Activities
Repayments of long-term debt		(95.3	)		-			-			(95.3	)
Purchase of treasury stock		(115.5	)		-			-			(115.5	)
Proceeds and tax benefits from exercise of stock awards		8.2			-			-			8.2
Changes in book cash overdrafts		(12.9	)		(15.4	)		-			(28.3	)
Other, net		-			(.2	)		-			(.2	)
Net Cash Used by Financing Activities		(215.5	)		(15.6	)		-			(231.1	)
Effect of Exchange Rate Changes on Cash		-			-			.8			.8
Net Decrease in Cash and Cash Equivalents		(166.1	)		(.2	)		(1.2	)		(167.5	)
Cash and Cash Equivalents, Beginning of Period		263.5			.2			19.1			282.8
Cash and Cash Equivalents, End of Period	$	97.4		$	-		$	17.9		$	115.3

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Property, Net

9 Months Ended

Jun. 30, 2011

Property, Net

Property, Net

NOTE 9 – PROPERTY, NET

The reported value of property, net, consisted of:

	June 30,			Sept. 30,
	2011			2010
Property at cost	$	1,948.5		$	1,858.5
Accumulated depreciation		(746.6	)		(639.5	)
	$	1,201.9		$	1,219.0

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Long-Term Debt

9 Months Ended

Jun. 30, 2011

Long-Term Debt

Long-Term Debt

NOTE 14 – LONG-TERM DEBT

The reported value of long-term debt consisted of:

	June 30, 2011					September 30, 2010
	Balance			Rate		Balance			Rate
Fixed Rate Senior Notes, Series B	$	-			n/a	$	29.0			4.24%
Fixed Rate Senior Notes, Series C		50.0			5.43%		50.0			5.43%
Fixed Rate Senior Notes, Series D		32.1			4.76%		42.9			4.76%
Fixed Rate Senior Notes, Series E		100.0			5.57%		100.0			5.57%
Fixed Rate Senior Notes, Series F		75.0			5.43%		75.0			5.43%
Fixed Rate Senior Notes, Series I-1		75.0			5.56%		75.0			5.56%
Fixed Rate Senior Notes, Series I-2		25.0			5.58%		25.0			5.58%
Fixed Rate Senior Notes, Series J		100.0			5.93%		100.0			5.93%
Fixed Rate Senior Notes maturing 2018		567.1			7.29%		577.5			7.29%
Floating Rate Senior Notes maturing 2018		20.0			2.80%		20.0			2.98%
Fixed Rate Senior Notes maturing 2020		67.0			7.39%		67.0			7.39%
4.95% Senior Notes maturing 2020		300.0			4.95%		300.0			4.95%
Fixed Rate Senior Notes maturing 2039		450.0			6.63%		450.0			6.63%
Fixed Rate Senior Notes, Series 2009A		50.0			7.45%		50.0			7.45%
Fixed Rate Senior Notes, Series 2009B		50.0			7.60%		50.0			7.60%
2008 Revolving Credit Agreement		-			n/a		123.4			1.30%
2010 Revolving Credit Agreement		33.8			2.62%		300.0			2.81%
2010 Term Loan		192.5			2.69%		200.0			2.81%
Other		.1			n/a		.1		Various
		2,187.6					2,634.9
Plus:  Unamortized premium (discount), net		3.1					3.2
Less: Current portion		(28.2	)				(173.2	)
	$	2,162.5				$	2,464.9

As discussed in Note 6, the carrying value of the Fixed Rate Senior Notes maturing 2018 includes adjustments due to a fair value hedging relationship with an interest rate swap contract.

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Goodwill

9 Months Ended

Jun. 30, 2011

Goodwill

Goodwill

NOTE 10 – GOODWILL

The changes in the carrying amount of goodwill by reportable segment (see Note 16) were as follows:

	Branded		Other		Snacks,			Frozen
	Cereal		Cereal		Sauces &			Bakery
	Products		Products		Spreads			Products		Pasta			Total
Balance, September 30, 2010
Goodwill (gross)	$	1,794.1	$	47.2	$	293.5		$	367.7	$	522.7		$	3,025.2
Accumulated impairment losses		-		-		(79.5	)		-		-			(79.5	)
Goodwill (net)	$	1,794.1	$	47.2	$	214.0		$	367.7	$	522.7		$	2,945.7
Purchase price allocation adjust.		-		-		-			.1		(.4	)		(.3	)
Currency translation adjustment		.4		-		2.8			3.4		-			6.6
Balance, June 30, 2011
Goodwill (gross)	$	1,794.5	$	47.2	$	296.3		$	371.2	$	522.3		$	3,031.5
Accumulated impairment losses		-		-		(79.5	)		-		-			(79.5	)
Goodwill (net)	$	1,794.5	$	47.2	$	216.8		$	371.2	$	522.3		$	2,952.0

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Other Intangible Assets, Net (Tables)

9 Months Ended

Jun. 30, 2011

Other Intangible Assets, Net

Components Of Intangible Assets

	June 30,			Sept. 30,
	2011			2010
Subject to amortization:
Computer software	$	71.1		$	66.0
Customer relationships		843.0			840.1
Trademarks/brands		126.5			126.5
Other		13.1			13.1
		1,053.7			1,045.7
Accumulated amortization		(241.1	)		(181.8	)
	$	812.6		$	863.9
Not subject to amortization:
Trademarks/brands		831.0			863.1
	$	1,643.6		$	1,727.0

Amortization Expense Related To Intangible Assets

	Three Months Ended				Nine Months Ended
	June 30,				June 30,
	2011		2010		2011		2010
Computer software	$	1.9	$	1.5	$	5.5	$	5.5
Customer relationships		15.4		7.4		46.1		21.7
Trademarks/brands		1.9		1.6		5.5		4.9
Other		.4		.5		1.4		1.5
	$	19.6	$	11.0	$	58.5	$	33.6

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Inventories

9 Months Ended

Jun. 30, 2011

Inventories

Inventories

NOTE 8 – INVENTORIES

The reported value of inventories consisted of:

	June 30,		Sept. 30,
	2011		2010
Raw materials and supplies	$	184.9	$	172.4
Finished products		283.6		252.7
	$	468.5	$	425.1

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Other Intangible Assets, Net (Narrative) (Details) (USD $) In Millions	9 Months Ended
	Jun. 30, 2011
Future Amortization Expense, Year One	$ 79.0
Amortization Expense, Year 2012	77.8
Amortization Expense, Year 2013	68.5
Amortization Expense, Year 2014	63.2
Amortization Expense, Year 2015	59.2
Branded Cereal Products [Member]
Trademark impairment loss	$ 32.1

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Presentation Of Condensed Financial Statements

9 Months Ended

Jun. 30, 2011

Presentation Of Condensed Financial Statements

Presentation Of Condensed Financial Statements

NOTE 1 – PRESENTATION OF CONDENSED FINANCIAL STATEMENTS

The accompanying unaudited historical financial statements of Ralcorp Holdings, Inc. ("Ralcorp" or the "Company") have been prepared in accordance with the instructions for Form 10-Q and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  These interim financial statements reflect all adjustments which are, in the opinion of management, necessary to fairly state the results for the periods presented.  All such adjustments are of a normal recurring nature.  Certain amounts for prior periods have been reclassified to conform to the current period's presentation.  Operating results for the periods presented are not necessarily indicative of the results for the full year.  These statements should be read in conjunction with the financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended September 30, 2010, filed on November 29, 2010.  The significant accounting policies for the accompanying financial statements are the same as disclosed in Note 1 in that Annual Report, except that Ralcorp Receivables Corporation is now presented on a consolidated basis (see Note 2 and Note 13).

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Pension And Other Postretirement Benefits

9 Months Ended

Jun. 30, 2011

Pension And Other Postretirement Benefits

Pension And Other Postretirement Benefits

NOTE 4 – PENSION AND OTHER POSTRETIREMENT BENEFITS

The Company sponsors qualified and supplemental noncontributory defined benefit pension plans and other postretirement benefit plans for certain of its employees.  The following table provides the components of net periodic benefit cost for the plans.

	Three Months Ended						Nine Months Ended
	June 30,						June 30,
	2011			2010			2011			2010
Pension Benefits
Service cost	$	1.4		$	1.7		$	4.1		$	5.0
Interest cost		3.1			3.2			9.2			9.8
Expected return on plan assets		(4.7	)		(4.0	)		(14.0	)		(12.0	)
Amortization of prior service cost		.1			.1			.3			.3
Amortization of net loss		1.2			1.0			3.6			2.9
Net periodic benefit cost	$	1.1		$	2.0		$	3.2		$	6.0
Other Postretirement Benefits
Service cost	$	.6		$	.7		$	1.8		$	2.2
Interest cost		1.2			1.3			3.8			3.9
Amortization of prior service cost		(.2	)		(.3	)		(.8	)		(1.0	)
Amortization of net loss		-			-			.1			-
Net periodic benefit cost	$	1.6		$	1.7		$	4.9		$	5.1

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Pension And Other Postretirement Benefits (Details) (USD $) In Millions	3 Months Ended		9 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Pension Benefits [Member]
Service cost	$ 1.4	$ 1.7	$ 4.1	$ 5.0
Interest cost	3.1	3.2	9.2	9.8
Expected return on plan assets	(4.7)	(4.0)	(14.0)	(12.0)
Amortization of prior service cost	0.1	0.1	0.3	0.3
Amortization of net loss	1.2	1.0	3.6	2.9
Net periodic benefit cost	1.1	2.0	3.2	6.0
Other Postretirement Benefits [Member]
Service cost	0.6	0.7	1.8	2.2
Interest cost	1.2	1.3	3.8	3.9
Amortization of prior service cost	(0.2)	(0.3)	(0.8)	(1.0)
Amortization of net loss			0.1
Net periodic benefit cost	$ 1.6	$ 1.7	$ 4.9	$ 5.1

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Goodwill (Tables)

9 Months Ended

Jun. 30, 2011

Goodwill

Changes In Carrying Amount Of Goodwill

	Branded		Other		Snacks,			Frozen
	Cereal		Cereal		Sauces &			Bakery
	Products		Products		Spreads			Products		Pasta			Total
Balance, September 30, 2010
Goodwill (gross)	$	1,794.1	$	47.2	$	293.5		$	367.7	$	522.7		$	3,025.2
Accumulated impairment losses		-		-		(79.5	)		-		-			(79.5	)
Goodwill (net)	$	1,794.1	$	47.2	$	214.0		$	367.7	$	522.7		$	2,945.7
Purchase price allocation adjust.		-		-		-			.1		(.4	)		(.3	)
Currency translation adjustment		.4		-		2.8			3.4		-			6.6
Balance, June 30, 2011
Goodwill (gross)	$	1,794.5	$	47.2	$	296.3		$	371.2	$	522.3		$	3,031.5
Accumulated impairment losses		-		-		(79.5	)		-		-			(79.5	)
Goodwill (net)	$	1,794.5	$	47.2	$	216.8		$	371.2	$	522.3		$	2,952.0

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Shareholders' Equity (Details) (USD $) In Millions, except Share data	3 Months Ended		9 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Sep. 30, 2010
Repurchase of common stock (shares)			9,000	2,000,000
Payments for repurchases of common stock			$ 0.6	$ 115.5
Number of treasury shares	8,343,926		8,343,926		8,547,923
Common stock shares outstanding	55,132,709		55,132,709		54,928,712
Decrease in accumulated other comprehensive loss	(5.9)	(13.1)	28.2	1.3
Gain from cash flow hedging activities			0.8
Increase in foreign currency translation adjustment	27.7		27.7
Other Comprehensive Income (Loss), Tax			0.3
Parent Company [Member]
Payments for repurchases of common stock			$ 0.6	$ 115.5

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Condensed Financial Statements Of Guarantors (Narrative) (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Jun. 30, 2011
Condensed Financial Statements Of Guarantors Note
Senior notes	$ 750.0
Percentage of collateralized securities	65.00%

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Goodwill (Changes In Carrying Amount Of Goodwill) (Details) (USD $) In Millions	9 Months Ended
	Jun. 30, 2011	Sep. 30, 2010
Goodwill (gross)	$ 3,031.5	$ 3,025.2
Accumulated impairment losses	(79.5)	(79.5)
Goodwill (net)	2,952.0	2,945.7
Purchase price allocation adjust.	(0.3)
Currency translation adjustment	6.6
Branded Cereal Products [Member]
Goodwill (gross)	1,794.5	1,794.1
Goodwill (net)	1,794.5	1,794.1
Currency translation adjustment	0.4
Other Cereal Products [Member]
Goodwill (gross)	47.2	47.2
Goodwill (net)	47.2	47.2
Snacks, Sauces & Spreads [Member]
Goodwill (gross)	296.3	293.5
Accumulated impairment losses	(79.5)	(79.5)
Goodwill (net)	216.8	214.0
Currency translation adjustment	2.8
Frozen Bakery Products [Member]
Goodwill (gross)	371.2	367.7
Goodwill (net)	371.2	367.7
Purchase price allocation adjust.	0.1
Currency translation adjustment	3.4
Pasta [Member]
Goodwill (gross)	522.3	522.7
Goodwill (net)	522.3	522.7
Purchase price allocation adjust.	$ (0.4)

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Subsequent Events (Details) (Sara Lee Corp Refrigerated Dough Business [Member], USD $) In Millions	9 Months Ended	12 Months Ended
	Jun. 30, 2011	Jul. 31, 2010
Sara Lee Corp Refrigerated Dough Business [Member]
Business purchase	$ 545
Revenues		$ 300

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Earnings Per Share

9 Months Ended

Jun. 30, 2011

Earnings Per Share

Earnings Per Share

NOTE 5 – EARNINGS PER SHARE

The weighted-average shares outstanding for basic and diluted earnings per share were as follows (in thousands):

	Three Months Ended				Nine Months Ended
	June 30,				June 30,
	2011		2010		2011		2010
Weighted Average Shares
for Basic Earnings per Share		54,851		54,624		54,774		55,030
Dilutive effect of:
Stock options		250		290		253		323
Stock appreciation rights		550		393		339		325
Restricted stock awards		267		203		249		178
Weighted Average Shares
for Diluted Earnings per Share		55,918		55,510		55,615		55,856

The following schedule shows stock appreciation rights (SARs) which were outstanding and could potentially dilute basic earnings per share in the future but which were not included in the computation of diluted earnings per share for the periods indicated because to do so would have been antidilutive (in thousands).

	Nine Months Ended						Nine Months Ended
	June 30, 2011						June 30, 2010
	First		Second		Third		First		Second		Third
	Quarter		Quarter		Quarter		Quarter		Quarter		Quarter
SARs at $56.56 per share		-		-		-		405		-		-
SARs at $66.07 per share		504		497		-		504		504		504
SARs at $65.45 per share		-		-		-		25		-		-
SARs at $58.79 per share		8		-		-		8		8		8
SARs at $56.27 per share		372		-		-		390		-		-
SARs at $57.14 per share		13		13		-		13		-		-
SARs at $57.45 per share		536		536		-		-		-		-
SARs at $61.98 per share		6		6		-		-		-		-
SARs at $62.03 per share		-		3		-		-		-		-
SARs at $61.95 per share		-		6		-		-		-		-

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Earnings Per Share (Stock Appreciation Rights) (Details) (USD $) In Thousands, except Per Share data	3 Months Ended					9 Months Ended
	Mar. 31, 2011	Dec. 31, 2010	Jun. 30, 2010	Mar. 31, 2010	Dec. 31, 2009	Jun. 30, 2011
SARs At $56.56 Per Share [Member]
Stock appreciation rights not included in computation of diluted EPS					405
Grant date price per share of stock appreciation rights						$ 56.56
SARs At $66.07 Per Share [Member]
Stock appreciation rights not included in computation of diluted EPS	497	504	504	504	504
Grant date price per share of stock appreciation rights						$ 66.07
SARs At $65.45 Per Share [Member]
Stock appreciation rights not included in computation of diluted EPS					25
Grant date price per share of stock appreciation rights						$ 65.45
SARs At $58.79 Per Share [Member]
Stock appreciation rights not included in computation of diluted EPS		8	8	8	8
Grant date price per share of stock appreciation rights						$ 58.79
SARs At $56.27 Per Share [Member]
Stock appreciation rights not included in computation of diluted EPS		372			390
Grant date price per share of stock appreciation rights						$ 56.27
SARs At $57.14 Per Share [Member]
Stock appreciation rights not included in computation of diluted EPS	13	13			13
Grant date price per share of stock appreciation rights						$ 57.14
SARs At $57.45 Per Share [Member]
Stock appreciation rights not included in computation of diluted EPS	536	536
Grant date price per share of stock appreciation rights						$ 57.45
SARs At $61.98 Per Share [Member]
Stock appreciation rights not included in computation of diluted EPS	6	6
Grant date price per share of stock appreciation rights						$ 61.98
SARs At $62.03 Per Share [Member]
Stock appreciation rights not included in computation of diluted EPS	3
Grant date price per share of stock appreciation rights						$ 62.03
SARs At $61.95 per share [Member]
Stock appreciation rights not included in computation of diluted EPS	6
Grant date price per share of stock appreciation rights						$ 61.95

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Fair Value Measurements (Tables)

9 Months Ended

Jun. 30, 2011

Fair Value Measurements

Assets And Liabilities Measured At Fair Value On Recurring Basis

	June 30, 2011						September 30, 2010
	Total		Level 1		Level 2		Total		Level 1		Level 2
Assets
Marketable securities	$	10.7	$	10.7	$	-	$	10.0	$	10.0	$	-
Derivative assets		2.9		-		2.9		16.7		-		16.7
Deferred compensation investment		26.1		26.1		-		22.2		22.2		-
	$	39.7	$	36.8	$	2.9	$	48.9	$	32.2	$	16.7
Liabilities
Derivative liabilities	$	16.6	$	-	$	16.6	$	2.6	$	-	$	2.6
Deferred compensation liabilities		40.6		-		40.6		31.2		-		31.2
	$	46.8	$	-	$	46.8	$	33.8	$	-	$	33.8

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Condensed Financial Statements Of Guarantors (Condensed Consolidating Balance Sheets) (Details) (USD $) In Millions	Jun. 30, 2011	Sep. 30, 2010	Jun. 30, 2010	Sep. 30, 2009
Assets
Cash and cash equivalents	$ 47.2	$ 29.3	$ 115.3	$ 282.8
Marketable securities	10.7	10.0
Investment in Ralcorp Receivables Corporation		137.8
Receivables, net	344.7	233.4
Inventories	468.5	425.1
Deferred income taxes	10.7	10.6
Prepaid expenses and other current assets	19.2	30.8
Total Current Assets	901.0	877.0
Property	1,948.5	1,858.5
Accumulated depreciation	(746.6)	(639.5)
Goodwill	2,952.0	2,945.7
Other Intangible Assets	1,884.7	1,908.8
Accumulated amortization	(241.1)	(181.8)
Other Assets	39.6	36.2
Total Assets	6,738.1	6,804.9
Liabilities and Shareholders' Equity
Accounts and notes payable	427.8	279.5
Other current liabilities	217.0	347.6
Total Current Liabilities	644.8	627.1
Long-term Debt	2,162.5	2,464.9
Deferred Income Taxes	636.4	685.1
Other Liabilities	235.5	198.6
Total Liabilities	3,679.2	3,975.7
Shareholders' Equity
Common stock	0.6	0.6
Other shareholders' equity	3,058.3	2,828.6
Total Shareholders' Equity	3,058.9	2,829.2
Total Liabilities and Shareholders' Equity	6,738.1	6,804.9
Parent Company [Member]
Assets
Cash and cash equivalents	1.0	0.6	97.4	263.5
Marketable securities	10.7	10.0
Investment in Ralcorp Receivables Corporation		180.0
Receivables, net	48.3	18.2
Inventories	61.6	67.6
Deferred income taxes		2.1
Prepaid expenses and other current assets	7.9	17.4
Total Current Assets	129.5	295.9
Investment in Subsidiaries	5,528.5	5,339.1
Deferred Income Taxes	5.5	81.0
Property	247.8	243.0
Accumulated depreciation	(174.8)	(165.7)
Other Intangible Assets	62.4	57.5
Accumulated amortization	(39.0)	(34.9)
Other Assets	12.1	35.1
Total Assets	5,772.0	5,851.0
Liabilities and Shareholders' Equity
Accounts and notes payable	103.8	64.3
Deferred Income Taxes	8.9
Other current liabilities	111.2	248.9
Total Current Liabilities	223.9	313.2
Intercompany Notes and Interest	137.3	83.0
Long-term Debt	2,162.4	2,464.9
Other Liabilities	189.5	160.7
Total Liabilities	2,713.1	3,021.8
Shareholders' Equity
Common stock	0.6	0.6
Other shareholders' equity	3,058.3	2,828.6
Total Shareholders' Equity	3,058.9	2,829.2
Total Liabilities and Shareholders' Equity	5,772.0	5,851.0
Guarantor Subsidiaries [Member]
Assets
Cash and cash equivalents		0.3		0.2
Receivables, net	47.0	182.0
Inventories	376.0	329.3
Deferred income taxes	20.2	9.1
Prepaid expenses and other current assets	8.9	10.0
Total Current Assets	452.1	530.7
Intercompany Notes and Interest	20.8	20.8
Investment in Subsidiaries	382.8	347.2
Property	1,457.8	1,389.3
Accumulated depreciation	(517.1)	(436.8)
Goodwill	2,844.3	2,844.7
Other Intangible Assets	1,745.6	1,779.3
Accumulated amortization	(186.4)	(136.6)
Other Assets	27.3	1.0
Total Assets	6,227.2	6,339.6
Liabilities and Shareholders' Equity
Accounts and notes payable	165.0	178.6
Other current liabilities	82.8	84.5
Total Current Liabilities	247.8	263.1
Intercompany Notes and Interest	15.1	15.1
Long-term Debt	0.1
Deferred Income Taxes	644.3	753.2
Other Liabilities	10.7	7.8
Total Liabilities	918.0	1,039.2
Shareholders' Equity
Other shareholders' equity	5,309.3	5,300.4
Total Shareholders' Equity	5,309.3	5,300.4
Total Liabilities and Shareholders' Equity	6,227.3	6,339.6
Non-Guarantor Subsidiaries [Member]
Assets
Cash and cash equivalents	47.4	28.4	17.9	19.1
Receivables, net	250.8	173.8
Inventories	30.9	28.2
Deferred income taxes		(0.6)
Prepaid expenses and other current assets	2.4	3.4
Total Current Assets	331.5	233.2
Intercompany Notes and Interest	152.4	98.1
Deferred Income Taxes	2.4
Property	242.9	226.2
Accumulated depreciation	(54.7)	(37.0)
Goodwill	107.7	101.0
Other Intangible Assets	76.7	72.0
Accumulated amortization	(15.7)	(10.3)
Other Assets	0.2	0.1
Total Assets	843.4	683.3
Liabilities and Shareholders' Equity
Accounts and notes payable	161.6	39.4
Deferred Income Taxes	0.6
Other current liabilities	23.0	14.2
Total Current Liabilities	185.2	53.6
Intercompany Notes and Interest	20.8	20.8
Deferred Income Taxes		12.9
Other Liabilities	35.3	30.1
Total Liabilities	241.3	117.4
Shareholders' Equity
Other shareholders' equity	602.1	565.9
Total Shareholders' Equity	602.1	565.9
Total Liabilities and Shareholders' Equity	843.4	683.3
Eliminations [Member]
Assets
Cash and cash equivalents	(1.2)
Investment in Ralcorp Receivables Corporation		(42.2)
Receivables, net	(1.4)	(140.6)
Deferred income taxes	(9.5)
Total Current Assets	(12.1)	(182.8)
Intercompany Notes and Interest	(173.2)	(118.9)
Investment in Subsidiaries	(5,911.3)	(5,686.3)
Deferred Income Taxes	(7.9)	(81.0)
Total Assets	(6,104.5)	(6,069.0)
Liabilities and Shareholders' Equity
Accounts and notes payable	(2.6)	(2.8)
Deferred Income Taxes	(9.5)
Total Current Liabilities	(12.1)	(2.8)
Intercompany Notes and Interest	(173.2)	(118.9)
Deferred Income Taxes	(7.9)	(81.0)
Total Liabilities	(193.2)	(202.7)
Shareholders' Equity
Other shareholders' equity	(5,911.3)	(5,866.3)
Total Shareholders' Equity	(5,911.3)	(5,866.3)
Total Liabilities and Shareholders' Equity	$ (6,104.5)	$ (6,069.0)

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Long-Term Debt (Tables)

9 Months Ended

Jun. 30, 2011

Long-Term Debt

Long-Term Debt

	June 30, 2011					September 30, 2010
	Balance			Rate		Balance			Rate
Fixed Rate Senior Notes, Series B	$	-			n/a	$	29.0			4.24%
Fixed Rate Senior Notes, Series C		50.0			5.43%		50.0			5.43%
Fixed Rate Senior Notes, Series D		32.1			4.76%		42.9			4.76%
Fixed Rate Senior Notes, Series E		100.0			5.57%		100.0			5.57%
Fixed Rate Senior Notes, Series F		75.0			5.43%		75.0			5.43%
Fixed Rate Senior Notes, Series I-1		75.0			5.56%		75.0			5.56%
Fixed Rate Senior Notes, Series I-2		25.0			5.58%		25.0			5.58%
Fixed Rate Senior Notes, Series J		100.0			5.93%		100.0			5.93%
Fixed Rate Senior Notes maturing 2018		567.1			7.29%		577.5			7.29%
Floating Rate Senior Notes maturing 2018		20.0			2.80%		20.0			2.98%
Fixed Rate Senior Notes maturing 2020		67.0			7.39%		67.0			7.39%
4.95% Senior Notes maturing 2020		300.0			4.95%		300.0			4.95%
Fixed Rate Senior Notes maturing 2039		450.0			6.63%		450.0			6.63%
Fixed Rate Senior Notes, Series 2009A		50.0			7.45%		50.0			7.45%
Fixed Rate Senior Notes, Series 2009B		50.0			7.60%		50.0			7.60%
2008 Revolving Credit Agreement		-			n/a		123.4			1.30%
2010 Revolving Credit Agreement		33.8			2.62%		300.0			2.81%
2010 Term Loan		192.5			2.69%		200.0			2.81%
Other		.1			n/a		.1		Various
		2,187.6					2,634.9
Plus:  Unamortized premium (discount), net		3.1					3.2
Less: Current portion		(28.2	)				(173.2	)
	$	2,162.5				$	2,464.9

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Earnings Per Share (Weighted-Average Shares) (Details) In Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Earnings Per Share
Weighted Average Shares for Basic Earnings per Share	54,851	54,624	54,774	55,030
Dilutive effect of stock options	250	290	253	323
Dilutive effect of stock appreciation rights	550	393	339	325
Dilutive effect of restricted stock awards	267	203	249	178
Weighted Average Shares for Diluted Earnings per Share	55,918	55,510	55,615	55,856

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Property, Net (Tables)

9 Months Ended

Jun. 30, 2011

Property, Net

Summary Of Net Property

	June 30,			Sept. 30,
	2011			2010
Property at cost	$	1,948.5		$	1,858.5
Accumulated depreciation		(746.6	)		(639.5	)
	$	1,201.9		$	1,219.0

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Short-Term Financing Arrangements

9 Months Ended

Jun. 30, 2011

Short-Term Financing Arrangements

Short-Term Financing Arrangements

NOTE 13 – SHORT-TERM FINANCING ARRANGEMENTS

The Company has an agreement to sell, on an ongoing basis, all of the trade accounts receivable of certain of its subsidiaries to a wholly owned, bankruptcy-remote subsidiary named Ralcorp Receivables Corporation (RRC).  As of June 30, 2011, the accounts receivable of the AIPC, J.T. Bakeries, North American Baking, Sepp's Gourmet Foods, Post Foods Canada, Bloomfield Bakers, Western Waffles, and Medallion Foods businesses had not been incorporated into the agreement and were not being sold to RRC.  RRC can in turn sell up to $135.0 of ownership interests in qualifying receivables to bank commercial paper conduits.  Ralcorp continues to service the receivables (with no significant servicing assets or liabilities) and remits collections to RRC, who remits the appropriate portion to the conduits as part of a monthly net settlement including the sale of an additional month of receivables.  Interest incurred on the funding received from the conduits totaled $.4 and $1.1 in the three and nine months ended June 30, 2011.  Accounting for this agreement changed as of the beginning of fiscal 2011, as described in Note 2.

In December 2010, the Company entered into uncommitted credit arrangements with banks totaling $150.0.  The arrangements expire in December 2011.

As of June 30, 2011, funding from the receivables securitization was $135.0 at a weighted-average interest rate of 1.19%, and borrowings under the uncommitted credit arrangements (which had an initial term maturing July 6, 2011) were $50.0 at a weighted-average interest rate of 1.66%.  These amounts are reflected on the Company's consolidated balance sheet in "Accounts and notes payable."  There were no corresponding amounts as of September 30, 2010.

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Short-Term Financing Arrangements (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		3 Months Ended	9 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011 Parent Company [Member]	Jun. 30, 2010 Parent Company [Member]	Jun. 30, 2011 Parent Company [Member]	Jun. 30, 2010 Parent Company [Member]	Dec. 31, 2010 Uncommitted Credit Arrangements [Member]	Jun. 30, 2011 Uncommitted Credit Arrangements [Member]	Jun. 30, 2011 Receivable Securitization [Member]	Jun. 30, 2011 Receivable Securitization [Member]
Maximum sale of ownership interest in receivable securitization			$ 135.0
Interest on funding received from conduits	33.0	24.7	102.5	75.1	33.7	25.5	104.0	76.9			0.4	1.1
Maximum capacity of uncommitted credit arrangements										150.0
Credit arrangements										50.0
Transfer from receivables securitization	$ 135.0		$ 135.0
Credit arrangement expiration date									December 2011
Weighted-average interest rate										1.66%	1.19%	1.19%

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Condensed Financial Statements Of Guarantors (Condensed Consolidating Statements Of Earnings) (Details) (USD $) In Millions	3 Months Ended		9 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Net Sales	$ 1,171.9	$ 962.4	$ 3,517.8	$ 2,919.3
Cost of goods sold	(882.2)	(717.1)	(2,570.1)	(2,134.8)
Gross Profit	289.7	245.3	947.7	784.5
Selling, general and administrative expenses	(157.4)	(116.3)	(460.7)	(378.7)
Amortization of intangible assets	(19.6)	(11.0)	(58.5)	(33.6)
Impairment of intangible assets	(32.1)		(32.1)	(20.5)
Other operating expenses, net	(5.0)	(13.9)	(9.6)	(17.8)
Operating Profit	75.6	104.1	386.8	333.9
Interest (expense) income, net	(33.0)	(24.7)	(102.5)	(75.1)
Earnings before Income Taxes and Equity Earnings	42.6	79.4	284.3	258.8
Income taxes	(14.3)	(26.4)	(101.4)	(91.9)
Earnings before Equity Earnings	28.3	53.0	182.9	166.9
Net Earnings	28.3	53.0	182.9	166.9
Parent Company [Member]
Net Sales	129.9	119.0	388.3	382.4
Other intercompany revenues	0.4	0.4	1.3	1.3
Cost of goods sold	(117.1)	(91.9)	(296.8)	(282.2)
Gross Profit	13.2	27.5	92.8	101.5
Selling, general and administrative expenses	(34.6)	(30.1)	(96.7)	(96.9)
Amortization of intangible assets	(1.4)	(1.3)	(4.1)	(5.0)
Other operating expenses, net	(1.0)	(8.8)	(1.7)	(14.1)
Operating Profit	(23.8)	(12.7)	(9.7)	(14.5)
Interest (expense) income, net	(33.7)	(25.5)	(104.0)	(76.9)
Earnings before Income Taxes and Equity Earnings	(57.5)	(38.2)	(113.7)	(91.4)
Income taxes	20.7	14.1	40.9	33.8
Earnings before Equity Earnings	(36.8)	(24.1)	(72.8)	(57.6)
Equity in earnings of subsidiaries	65.1	77.1	255.7	224.5
Net Earnings	28.3	53.0	182.9	166.9
Guarantor Subsidiaries [Member]
Net Sales	993.2	824.7	2,961.3	2,491.0
Other intercompany revenues	2.6	1.4	8.2	4.4
Cost of goods sold	(728.0)	(609.6)	(2,142.3)	(1,818.9)
Gross Profit	267.8	216.5	827.5	676.5
Selling, general and administrative expenses	(121.9)	(93.7)	(358.1)	(303.2)
Amortization of intangible assets	(16.6)	(8.9)	(49.8)	(26.9)
Impairment of intangible assets				(20.5)
Other operating expenses, net	(1.5)	(5.1)	(5.4)	(3.7)
Operating Profit	95.7	108.8	382.1	322.2
Interest (expense) income, net	1.3	0.3	0.6	0.3
Earnings before Income Taxes and Equity Earnings	97.0	109.1	382.7	322.5
Income taxes	(33.9)	(37.2)	(136.8)	(115.3)
Earnings before Equity Earnings	63.1	71.9	245.9	207.2
Equity in earnings of subsidiaries	(1.1)	1.2	(0.5)	5.3
Net Earnings	62.0	73.1	245.4	212.5
Non-Guarantor Subsidiaries [Member]
Net Sales	85.2	48.3	264.9	139.9
Other intercompany revenues	10.7	10.8	35.2	50.3
Cost of goods sold	(73.5)	(45.2)	(228.0)	(127.7)
Gross Profit	22.4	13.9	72.1	62.5
Selling, general and administrative expenses	(14.6)	(5.1)	(50.6)	(34.6)
Amortization of intangible assets	(1.6)	(0.8)	(4.6)	(1.7)
Other operating expenses, net	(2.5)		(2.5)
Operating Profit	3.7	8.0	14.4	26.2
Interest (expense) income, net	(0.6)	0.5	0.9	1.5
Earnings before Income Taxes and Equity Earnings	3.1	8.5	15.3	27.7
Income taxes	(1.1)	(3.3)	(5.5)	(10.4)
Earnings before Equity Earnings	2.0	5.2	9.8	17.3
Net Earnings	2.0	5.2	9.8	17.3
Eliminations [Member]
Net Sales	(36.7)	(29.6)	(97.0)	(94.0)
Other intercompany revenues	(13.7)	(12.6)	(44.7)	(56.0)
Cost of goods sold	36.7	29.6	97.0	94.0
Gross Profit	(13.7)	(12.6)	(44.7)	(56.0)
Selling, general and administrative expenses	13.7	12.6	44.7	56.0
Equity in earnings of subsidiaries	(64.0)	(78.3)	(255.2)	(229.8)
Net Earnings	$ (64.0)	$ (78.3)	$ (255.2)	$ (229.8)

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Derivative Financial Instruments And Hedging

9 Months Ended

Jun. 30, 2011

Derivative Financial Instruments And Hedging

Derivative Financial Instruments And Hedging

NOTE 6 – DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING

In the ordinary course of business, the Company is exposed to commodity price risks relating to the acquisition of raw materials and supplies, interest rate risks relating to debt, and foreign currency exchange rate risks relating to its foreign subsidiaries.  Authorized individuals within the Company may utilize 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 terms of these instruments generally do not exceed eighteen months for commodities, ten years for interest rates, and two years for foreign currency.  The Company is not permitted to engage in speculative or leveraged transactions and will not hold or issue financial instruments for trading purposes.

For the nine months ended June 30, 2011, the Company's derivative instruments consisted of commodity contracts (options, futures, and swaps) used as cash flow or fair value hedges on purchases of raw materials (ingredients and packaging) and energy (fuel), an interest rate swap contract used as a cash flow hedge on interest payments related to fixed-rate debt, and foreign currency forward contracts used as cash flow hedges on receipts of foreign currency-denominated accounts receivable. Certain commodity-related derivatives do not meet the criteria for cash flow hedge accounting or simply are not designated as hedging instruments; nonetheless, they are used to manage the future cost of raw materials. The following table shows the notional amounts of derivative instruments held.

	June 30,		Mar. 31,		Dec. 31,		Sept. 30,
	2011		2011		2010		2010
Raw materials (thousands of pounds)		956,084		656,779		714,529		679,393
Natural gas (thousands of MMBTUs)		4,620		5,130		2,075		3,200
Other fuel (thousands of gallons)		3,937		6,445		5,668		8,001
Currency (thousands of dollars)		14,100		22,900		43,700		69,450
Debt (thousands of dollars)		577,500		-		-		-

The Company has a fixed-to-floating interest rate swap with a notional value of $577.5 outstanding as of June 30, 2011, with maturity and fixed rate matching its Fixed Rate Senior Notes maturing 2018. This swap is designated as a fair value hedge of those notes. The change in fair value of the swap not related to accrued interest is offset by a corresponding adjustment to the carrying value of the notes.

The following table shows the fair value and balance sheet location of the Company's derivative instruments as of June 30, 2011 and September 30, 2010, all of which were designated as hedging instruments under ASC Topic 815 except $9.3 of commodity contracts in a net liability position as of June 30, 2011.

		Fair Value
		June 30,	Sept. 30,
		2011		2010	Balance Sheet Location
Asset Derivatives
Foreign exchange					Prepaid expenses and other current
contracts	$	.5	$	.9 assets
					Prepaid expenses and other current
Commodity contracts		2.4		15.8 assets
	$	2.9	$	16.7
Liability Derivatives
Commodity contracts	$	6.2	$	2.6 Other current liabilities
Interest rate contracts		10.4		- Other liabilities
	$	16.6	$	2.6

The following tables illustrate the effect of the Company's derivative instruments on the statements of earnings and other comprehensive income (OCI) for the three months ended June 30, 2011 and 2010.

													Gain (Loss)
							Gain (Loss)						Recognized in
	Amount of Gain						Reclassified from						Earnings [Ineffective
	(Loss) Recognized						Accumulated OCI						Portion and Amount
Derivatives in	in OCI						into Earnings						Excluded from
ASC Topic 815 Cash Flow	[Effective Portion]						[Effective Portion]						Effectiveness Testing]
Hedging Relationships	2011			2010			2011			2010			2011		2010			Location in Earnings
Commodity contracts	$	(2.0	)	$	(.1	)	$	16.0		$	(3.3	)	$	1.6	$	(.1	)	Cost of goods sold
Foreign exchange contracts		.2			(1.2	)		1.4			1.9			-		-		SG&A expenses
Interest rate contracts		-			(5.2	)		(.3	)		(.1	)		-		-		Interest expense, net
	$	(1.8	)	$	(6.5	)	$	17.1		$	(1.5	)	$	1.6	$	(.1	)

Derivatives Not Designated	Amount of Gain (Loss)
as Hedging Instruments	Recognized in Earnings					Location of Gain (Loss)
Under ASC Topic 815	2011			2010		Recognized in Earnings
Commodity contracts	$	(21.2	)	$	-	Cost of goods sold

The following tables illustrate the effect of the Company's derivative instruments on the statements of earnings and other comprehensive income (OCI) for the nine months ended June 30, 2011 and 2010.

												Gain (Loss)
						Gain (Loss)						Recognized in
	Amount of Gain					Reclassified from						Earnings [Ineffective
	(Loss) Recognized					Accumulated OCI						Portion and Amount
Derivatives in	in OCI					into Earnings						Excluded from
ASC Topic 815 Cash Flow	[Effective Portion]					[Effective Portion]						Effectiveness Testing]
Hedging Relationships	2011		2010			2011			2010			2011		2010			Location in Earnings
Commodity contracts	$	25.6	$	.3		$	25.1		$	(11.5	)	$	1.7	$	(.3	)	Cost of goods sold
Foreign exchange contracts		2.7		(.2	)		3.5			5.9			-		-		SG&A expenses
Interest rate contracts		-		(5.2	)		(1.1	)		(1.1	)		-		-		Interest expense, net
	$	28.3	$	(5.1	)	$	27.5		$	(6.7	)	$	1.7	$	(.3	)

Derivatives in	Amount of Gain (Loss)
ASC Topic 815 Fair Value	Recognized in Earnings					Location of Gain (Loss)
Hedging Relationships	2011			2010		Recognized in Earnings
Commodity contracts	$	(.1	)	$	-	Cost of goods sold

Derivatives Not Designated	Amount of Gain (Loss)
as Hedging Instruments	Recognized in Earnings					Location of Gain (Loss)
Under ASC Topic 815	2011			2010		Recognized in Earnings
Commodity contracts	$	(10.4	)	$	-	Cost of goods sold

Approximately $14.9 of the net cash flow hedge gains reported in accumulated OCI at June 30, 2011 are expected to be reclassified into earnings within the next twelve months.  For gains or losses associated with commodity contracts, the reclassification will occur when the products produced with hedged materials are sold.  For gains or losses associated with foreign exchange contracts, the reclassification will occur as hedged foreign currency-denominated accounts receivable are received.  For gains or losses associated with interest rate swaps, the reclassification occurs on a straight-line basis over the term of the related debt.

Certain of the Company's derivative instruments contain provisions that require the Company to post collateral when the derivatives in liability positions exceed a specified threshold, and others require collateral even when the derivatives are in asset positions.  The aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a liability position on June 30, 2011 and September 30, 2010 was $6.2 and $2.6, respectively, and the related collateral required was $10.6 and $10.0 at June 30, 2011 and September 30, 2010, respectively.

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Segment Information

9 Months Ended

Jun. 30, 2011

Segment Information

Segment Information

NOTE 16 – SEGMENT INFORMATION

Management evaluates each segment's performance based on its segment profit, which is its operating profit before impairments of intangible assets, costs related to plant closures, and other unallocated corporate income and expenses.  The following tables present information about the Company's operating segments, which are also its reportable segments, including corresponding amounts for the prior year.

	Three Months Ended						Nine Months Ended
	June 30,						June 30,
	2011			2010			2011			2010
Net Sales
Branded Cereal Products	$	244.1		$	242.7		$	721.0		$	749.2
Other Cereal Products		217.1			197.6			620.7			585.8
Snacks, Sauces & Spreads		383.0			359.9			1,182.6			1,067.4
Frozen Bakery Products		187.3			162.2			573.7			516.9
Pasta		140.4			-			419.8			-
Total	$	1,171.9		$	962.4		$	3,517.8		$	2,919.3
Segment Profit
Branded Cereal Products	$	54.0		$	54.1		$	160.6		$	158.2
Other Cereal Products		21.9			22.0			64.4			68.2
Snacks, Sauces & Spreads		26.0			35.9			96.7			123.9
Frozen Bakery Products		21.5			17.5			67.4			62.1
Pasta		27.1			-			91.9			-
Total segment profit		150.5			129.5			481.0			412.4
Interest expense, net		(33.0	)		(24.7	)		(102.5	)		(75.1	)
Provision for legal settlement		-			-			(2.5	)		-
Adjustments for economic hedges		(21.2	)		-			(10.4	)		-
Merger and integration costs		(1.2	)		(13.5	)		(1.5	)		(18.6	)
Amounts related to plant closures		(2.4	)		(.2	)		(2.8	)		(1.0	)
Impairment of intangible assets		(32.1	)		-			(32.1	)		(20.5	)
Stock-based compensation expense		(4.5	)		(2.4	)		(12.4	)		(11.9	)
Systems upgrade and conversion costs		(1.5	)		(1.2	)		(5.4	)		(3.8	)
Other unallocated corporate expenses		(12.0	)		(8.1	)		(27.1	)		(22.7	)
Earnings before income taxes	$	42.6		$	79.4		$	284.3		$	258.8
Depreciation and Amortization
Branded Cereal Products	$	14.7		$	14.2		$	43.8		$	41.6
Other Cereal Products		6.4			5.3			19.8			15.8
Snacks, Sauces & Spreads		10.0			9.0			30.5			25.9
Frozen Bakery Products		10.1			9.1			29.8			26.8
Pasta		13.1			-			39.4			-
Corporate		2.2			1.7			6.2			6.6
Total	$	56.5		$	39.3		$	169.5		$	116.7
	June 30,			Sept. 30,
	2011			2010
Assets
Branded Cereal Products	$	3,174.5		$	3,271.3
Other Cereal Products		268.3			268.7
Snacks, Sauces & Spreads		760.4			760.0
Frozen Bakery Products		721.5			743.4
Pasta		1,455.1			1,456.6
Total segment assets		6,379.8			6,500.0
Cash and cash equivalents		47.2			29.3
Investment in Ralcorp Receivables Corporation		-			137.8
Other unallocated corporate assets		311.1			137.8
Total	$	6,738.1		$	6,804.9

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Condensed Financial Statements Of Guarantors (Condensed Consolidating Statements Of Cash Flows) (Details) (USD $) In Millions	9 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Net Cash Provided (Used) by Operating Activities	$ 367.8	$ 287.3
Business acquisitions, net of cash acquired		(140.6)
Additions to property and intangible assets	(88.9)	(86.4)
Proceeds from sale of property	0.5	0.5
Purchases of securities	(20.6)	(12.8)
Proceeds from sale or maturity of securities	19.9	14.8
Net Cash (Used) provided by Investing Activities	(89.1)	(224.5)
Repayments of long-term debt	(47.2)	(95.3)
Net (repayments) borrowings under credit arrangements	(204.7)
Purchases of treasury stock	(0.6)	(115.5)
Proceeds and tax benefits from exercise of stock awards	9.8	8.2
Changes in book cash overdrafts	(19.4)	(28.3)
Other, net	(0.1)	(0.2)
Net Cash Provided by Financing Activities	(262.2)	(231.1)
Effect of Exchange Rate Changes on Cash	1.4	0.8
Net Decrease in Cash and Cash Equivalents	17.9	(167.5)
Cash and Cash Equivalents, Beginning of Period	29.3	282.8
Cash and Cash Equivalents, End of Period	47.2	115.3
Parent Company [Member]
Net Cash Provided (Used) by Operating Activities	303.1	(6.2)
Business acquisitions, net of cash acquired		(142.8)
Additions to property and intangible assets	(10.8)	(16.2)
Purchases of securities	(20.6)	(12.8)
Proceeds from sale or maturity of securities	19.9	14.8
Intercompany investments and advances	88.6	(212.6)
Net Cash (Used) provided by Investing Activities	77.1	55.6
Repayments of long-term debt	(47.2)	(95.3)
Net (repayments) borrowings under credit arrangements	(339.7)
Purchases of treasury stock	(0.6)	(115.5)
Proceeds and tax benefits from exercise of stock awards	9.8	8.2
Changes in book cash overdrafts	(2.1)	(12.9)
Net Cash Provided by Financing Activities	(379.8)	(215.5)
Net Decrease in Cash and Cash Equivalents	0.4	(166.1)
Cash and Cash Equivalents, Beginning of Period	0.6	263.5
Cash and Cash Equivalents, End of Period	1.0	97.4
Guarantor Subsidiaries [Member]
Net Cash Provided (Used) by Operating Activities	73.9	278.6
Additions to property and intangible assets	(74.9)	(63.3)
Proceeds from sale of property	0.5	0.4
Intercompany investments and advances	17.6	200.3
Net Cash (Used) provided by Investing Activities	(56.8)	(263.2)
Changes in book cash overdrafts	(17.3)	(15.4)
Other, net	(0.1)	(0.2)
Net Cash Provided by Financing Activities	(17.4)	(15.6)
Net Decrease in Cash and Cash Equivalents	0.3	(0.2)
Cash and Cash Equivalents, Beginning of Period	0.3	0.2
Non-Guarantor Subsidiaries [Member]
Net Cash Provided (Used) by Operating Activities	(8.0)	14.9
Business acquisitions, net of cash acquired		2.2
Additions to property and intangible assets	(3.2)	(6.9)
Proceeds from sale of property		0.1
Intercompany investments and advances	(106.2)	12.3
Net Cash (Used) provided by Investing Activities	(109.4)	(16.9)
Net (repayments) borrowings under credit arrangements	135.0
Net Cash Provided by Financing Activities	135.0
Effect of Exchange Rate Changes on Cash	1.4	0.8
Net Decrease in Cash and Cash Equivalents	19.0	(1.2)
Cash and Cash Equivalents, Beginning of Period	28.4	19.1
Cash and Cash Equivalents, End of Period	47.4	17.9
Eliminations [Member]
Net Cash Provided (Used) by Operating Activities	(1.2)
Net Decrease in Cash and Cash Equivalents	(1.2)
Cash and Cash Equivalents, End of Period	$ (1.2)

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Business Combinations (Supplemental Pro-Forma Information) (Details) (USD $) In Millions, except Per Share data	3 Months Ended		9 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Business Combinations
Net sales	$ 1,171.9	$ 1,148.6	$ 3,517.8	$ 3,365.2
Net earnings	$ 28.5	$ 43.0	$ 183.3	$ 221.1
Basic earnings per share	$ 0.52	$ 0.79	$ 3.34	$ 4.01
Diluted earnings per share	$ 0.51	$ 0.77	$ 3.29	$ 3.95

XML



Inventories (Tables)

9 Months Ended

Jun. 30, 2011

Inventories

Components Of Inventories

	June 30,		Sept. 30,
	2011		2010
Raw materials and supplies	$	184.9	$	172.4
Finished products		283.6		252.7
	$	468.5	$	425.1

XML



Condensed Consolidated Statements Of Cash Flows (USD $) In Millions	9 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Cash Flows from Operating Activities
Net earnings	$ 182.9	$ 166.9
Adjustments to reconcile net earnings to net cash flow provided by operating activities:
Depreciation and amortization	169.5	116.7
Impairment of intangible assets	32.1	20.5
Stock-based compensation expense	12.4	11.9
Deferred income taxes	(48.8)	(22.4)
Other, net	19.7	(6.3)
Net Cash Provided by Operating Activities	367.8	287.3
Cash Flows from Investing Activities
Business acquisitions, net of cash acquired		(140.6)
Additions to property and intangible assets	(88.9)	(86.4)
Proceeds from sale of property	0.5	0.5
Purchases of securities	(20.6)	(12.8)
Proceeds from sale or maturity of securities	19.9	14.8
Net Cash (Used) provided by Investing Activities	(89.1)	(224.5)
Cash Flows from Financing Activities
Repayments of long-term debt	(47.2)	(95.3)
Net repayments under credit arrangements	(204.7)
Purchases of treasury stock	(0.6)	(115.5)
Proceeds and tax benefits from exercise of stock awards	9.8	8.2
Changes in book cash overdrafts	(19.4)	(28.3)
Other, net	(0.1)	(0.2)
Net Cash Provided by Financing Activities	(262.2)	(231.1)
Effect of Exchange Rate Changes on Cash	1.4	0.8
Net Increase (Decrease) in Cash and Cash Equivalents	17.9	(167.5)
Cash and Cash Equivalents, Beginning of Period	29.3	282.8
Cash and Cash Equivalents, End of Period	$ 47.2	$ 115.3

XML



Condensed Financial Statements Of Guarantors

9 Months Ended

Jun. 30, 2011

Condensed Financial Statements Of Guarantors Note

Condensed Financial Statements Of Guarantors

NOTE 17 – CONDENSED FINANCIAL STATEMENTS OF GUARANTORS

In August 2009 and July 2010, the Company issued a total of $750.0 of Senior Notes which are publicly tradable.  The notes are fully and unconditionally guaranteed on a joint and several basis by most of Ralcorp's domestic subsidiaries (Guarantor Subsidiaries), each of which is wholly owned, directly or indirectly, by Ralcorp Holdings, Inc. (Parent Company).  In addition, such securities are collateralized by 65% of the stock of Ralcorp's indirectly wholly owned foreign operating subsidiaries.  The notes are not guaranteed by the foreign subsidiaries and a few of Ralcorp's wholly owned domestic subsidiaries (Non-Guarantor Subsidiaries).

Set forth below are condensed consolidating financial statements presenting the results of operations, financial position, and cash flows of the Parent Company, the Guarantor Subsidiaries on a combined basis, and the Non-Guarantor Subsidiaries on a combined basis, along with the eliminations necessary to arrive at the information for Ralcorp Holdings, Inc. on a consolidated basis.  Eliminations represent adjustments to eliminate investments in subsidiaries and intercompany balances and transactions between or among the Parent Company, the Guarantor Subsidiaries, and the Non-Guarantor Subsidiaries.  For this presentation, investments in subsidiaries are accounted for using the equity method of accounting.

Condensed Consolidating Statements of Earnings

	Three Months Ended June 30, 2011
	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net Sales	$	129.9		$	993.2		$	85.2		$	(36.7	)	$	1,171.9
Other intercompany revenues		.4			2.6			10.7			(13.7	)		-
Cost of goods sold		(117.1	)		(728.0	)		(73.5	)		36.7			(882.2	)
Gross Profit		13.2			267.8			22.4			(13.7	)		289.7
Selling, general and administrative expenses		(34.6	)		(121.9	)		(14.6	)		13.7			(157.4	)
Amortization of intangible assets		(1.4	)		(16.6	)		(1.6	)		-			(19.6	)
Impairment of intangible assets		-			(32.1	)		-			-			(32.1	)
Other operating expenses, net		(1.0	)		(1.5	)		(2.5	)		-			(5.0	)
Operating Profit		(23.8	)		95.7			3.7			-			75.6
Interest (expense) income, net		(33.7	)		1.3			(.6	)		-			(33.0	)
Earnings before Income Taxes and Equity Earnings		(57.5	)		97.0			3.1			-			42.6
Income taxes		20.7			(33.9	)		(1.1	)		-			(14.3	)
Earnings before Equity Earnings		(36.8	)		63.1			2.0			-			28.3
Equity in earnings of subsidiaries		65.1			(1.1	)		-			(64.0	)		-
Net Earnings	$	28.3		$	62.0		$	2.0		$	(64.0	)	$	28.3

	Three Months Ended June 30, 2010
	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net Sales	$	119.0		$	824.7		$	48.3		$	(29.6	)	$	962.4
Other intercompany revenues		.4			1.4			10.8			(12.6	)		-
Cost of goods sold		(91.9	)		(609.6	)		(45.2	)		29.6			(717.1	)
Gross Profit		27.5			216.5			13.9			(12.6	)		245.3
Selling, general and administrative expenses		(30.1	)		(93.7	)		(5.1	)		12.6			(116.3	)
Amortization of intangible assets		(1.3	)		(8.9	)		(.8	)		-			(11.0	)
Other operating expenses, net		(8.8	)		(5.1	)		-			-			(13.9	)
Operating Profit		(12.7	)		108.8			8.0			-			104.1
Interest (expense) income, net		(25.5	)		.3			.5			-			(24.7	)
Earnings before Income Taxes and Equity Earnings		(38.2	)		109.1			8.5			-			79.4
Income taxes		14.1			(37.2	)		(3.3	)		-			(26.4	)
Earnings before Equity Earnings		(24.1	)		71.9			5.2			-			53.0
Equity in earnings of subsidiaries		77.1			1.2			-			(78.3	)		-
Net Earnings	$	53.0		$	73.1		$	5.2		$	(78.3	)	$	53.0

	Nine Months Ended June 30, 2011
	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net Sales	$	388.3		$	2,961.3		$	264.9		$	(97.0	)	$	3,517.8
Other intercompany revenues		1.3			8.2			35.2			(44.7	)		-
Cost of goods sold		(296.8	)		(2,142.3	)		(228.0	)		97.0			(2,570.1	)
Gross Profit		92.8			827.5			72.1			(44.7	)		947.7
Selling, general and administrative expenses		(96.7	)		(358.1	)		(50.6	)		44.7			(460.7	)
Amortization of intangible assets		(4.1	)		(49.8	)		(4.6	)		-			(58.5	)
Impairment of intangible assets		-			(32.1	)		-			-			(32.1	)
Other operating expenses, net		(1.7	)		(5.4	)		(2.5	)		-			(9.6	)
Operating Profit		(9.7	)		382.1			14.4			-			386.8
Interest (expense) income, net		(104.0	)		.6			.9			-			(102.5	)
Earnings before Income Taxes and Equity Earnings		(113.7	)		382.7			15.3			-			284.3
Income taxes		40.9			(136.8	)		(5.5	)		-			(101.4	)
Earnings before Equity Earnings		(72.8	)		245.9			9.8			-			182.9
Equity in earnings of subsidiaries		255.7			(.5	)		-			(255.2	)		-
Net Earnings	$	182.9		$	245.4		$	9.8		$	(255.2	)	$	182.9

	Nine Months Ended June 30, 2010
	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net Sales	$	382.4		$	2,491.0		$	139.9		$	(94.0	)	$	2,919.3
Other intercompany revenues		1.3			4.4			50.3			(56.0	)		-
Cost of goods sold		(282.2	)		(1,818.9	)		(127.7	)		94.0			(2,134.8	)
Gross Profit		101.5			676.5			62.5			(56.0	)		784.5
Selling, general and administrative expenses		(96.9	)		(303.2	)		(34.6	)		56.0			(378.7	)
Amortization of intangible assets		(5.0	)		(26.9	)		(1.7	)		-			(33.6	)
Impairment of intangible assets		-			(20.5	)		-			-			(20.5	)
Other operating expenses, net		(14.1	)		(3.7	)		-			-			(17.8	)
Operating Profit		(14.5	)		322.2			26.2			-			333.9
Interest (expense) income, net		(76.9	)		.3			1.5			-			(75.1	)
Earnings before Income Taxes and Equity Earnings		(91.4	)		322.5			27.7			-			258.8
Income taxes		33.8			(115.3	)		(10.4	)		-			(91.9	)
Earnings before Equity Earnings		(57.6	)		207.2			17.3			-			166.9
Equity in earnings of subsidiaries		224.5			5.3			-			(229.8	)		-
Net Earnings	$	166.9		$	212.5		$	17.3		$	(229.8	)	$	166.9

Condensed Consolidating Balance Sheets

	June 30, 2011
	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Assets
Current Assets
Cash and cash equivalents	$	1.0		$	-		$	47.4		$	(1.2	)	$	47.2
Marketable securities		10.7			-			-			-			10.7
Receivables, net		48.3			47.0			250.8			(1.4	)		344.7
Inventories		61.6			376.0			30.9			-			468.5
Deferred income taxes		-			20.2			-			(9.5	)		10.7
Prepaid expenses and other current assets		7.9			8.9			2.4			-			19.2
Total Current Assets		129.5			452.1			331.5			(12.1	)		901.0
Intercompany Notes and Interest		-			20.8			152.4			(173.2	)		-
Investment in Subsidiaries		5,528.5			382.8			-			(5,911.3	)		-
Deferred Income Taxes		5.5			-			2.4			(7.9	)		-
Property		247.8			1,457.8			242.9			-			1,948.5
Accumulated Depreciation		(174.8	)		(517.1	)		(54.7	)		-			(746.6	)
Goodwill		-			2,844.3			107.7			-			2,952.0
Other Intangible Assets		62.4			1,745.6			76.7			-			1,884.7
Accumulated Amortization		(39.0	)		(186.4	)		(15.7	)		-			(241.1	)
Other Assets		12.1			27.3			.2			-			39.6
Total Assets	$	5,772.0		$	6,227.2		$	843.4		$	(6,104.5	)	$	6,738.1
Liabilities and Shareholders' Equity
Current Liabilities
Accounts and notes payable	$	103.8		$	165.0		$	161.6		$	(2.6	)	$	427.8
Deferred Income Taxes		8.9			-			.6			(9.5	)		-
Other current liabilities		111.2			82.8			23.0			-			217.0
Total Current Liabilities		223.9			247.8			185.2			(12.1	)		644.8
Intercompany Notes and Interest		137.3			15.1			20.8			(173.2	)		-
Long-term Debt		2,162.4			.1			-			-			2,162.5
Deferred Income Taxes		-			644.3			-			(7.9	)		636.4
Other Liabilities		189.5			10.7			35.3			-			235.5
Total Liabilities		2,713.1			918.0			241.3			(193.2	)		3,679.2
Shareholders' Equity
Common stock		.6			-			-			-			.6
Other shareholders' equity		3,058.3			5,309.3			602.1			(5,911.3	)		3,058.3
Total Shareholders' Equity		3,058.9			5,309.3			602.1			(5,911.3	)		3,058.9
Total Liabilities and Shareholders' Equity	$	5,772.0		$	6,227.3		$	843.4		$	(6,104.5	)	$	6,738.1

	September 30, 2010
	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Assets
Current Assets
Cash and cash equivalents	$	.6		$	.3		$	28.4		$	-		$	29.3
Marketable securities		10.0			-			-			-			10.0
Investment in Ralcorp Receivables Corporation		180.0			-			-			(42.2	)		137.8
Receivables, net		18.2			182.0			173.8			(140.6	)		233.4
Inventories		67.6			329.3			28.2			-			425.1
Deferred income taxes		2.1			9.1			(.6	)		-			10.6
Prepaid expenses and other current assets		17.4			10.0			3.4			-			30.8
Total Current Assets		295.9			530.7			233.2			(182.8	)		877.0
Intercompany Notes and Interest		-			20.8			98.1			(118.9	)		-
Investment in Subsidiaries		5,339.1			347.2			-			(5,686.3	)		-
Deferred Income Taxes		81.0			-			-			(81.0	)		-
Property		243.0			1,389.3			226.2			-			1,858.5
Accumulated Depreciation		(165.7	)		(436.8	)		(37.0	)		-			(639.5	)
Goodwill		-			2,844.7			101.0			-			2,945.7
Other Intangible Assets		57.5			1,779.3			72.0			-			1,908.8
Accumulated Amortization		(34.9	)		(136.6	)		(10.3	)		-			(181.8	)
Other Assets		35.1			1.0			.1			-			36.2
Total Assets	$	5,851.0		$	6,339.6		$	683.3		$	(6,069.0	)	$	6,804.9
Liabilities and Shareholders' Equity
Current Liabilities
Accounts and notes payable	$	64.3		$	178.6		$	39.4		$	(2.8	)	$	279.5
Other current liabilities		248.9			84.5			14.2			-			347.6
Total Current Liabilities		313.2			263.1			53.6			(2.8	)		627.1
Intercompany Notes and Interest		83.0			15.1			20.8			(118.9	)		-
Long-term Debt		2,464.9			-			-			-			2,464.9
Deferred Income Taxes		-			753.2			12.9			(81.0	)		685.1
Other Liabilities		160.7			7.8			30.1			-			198.6
Total Liabilities		3,021.8			1,039.2			117.4			(202.7	)		3,975.7
Shareholders' Equity
Common stock		.6			-			-			-			.6
Other shareholders' equity		2,828.6			5,300.4			565.9			(5,866.3	)		2,828.6
Total Shareholders' Equity		2,829.2			5,300.4			565.9			(5,866.3	)		2,829.2
Total Liabilities and Shareholders' Equity	$	5,851.0		$	6,339.6		$	683.3		$	(6,069.0	)	$	6,804.9

Condensed Consolidating Statements of Cash Flows

	Nine Months Ended June 30, 2011
	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net Cash Provided (Used) by Operating Activities	$	303.1		$	73.9		$	(8.0	)	$	(1.2	)	$	367.8
Cash Flows from Investing Activities
Additions to property and intangible assets		(10.8	)		(74.9	)		(3.2	)		-			(88.9	)
Proceeds from sale of property		-			.5			-			-			.5
Purchases of securities		(20.6	)		-			-			-			(20.6	)
Proceeds from sale or maturity of securities		19.9			-			-			-			19.9
Intercompany investments and advances		88.6			17.6			(106.2	)		-			-
Net Cash (Used) Provided by Investing Activities		77.1			(56.8	)		(109.4	)		-			(89.1	)
Cash Flows from Financing Activities
Repayments of long-term debt		(47.2	)		-			-			-			(47.2	)
Net (repayments) borrowings under credit arrangements		(339.7	)		-			135.0			-			(204.7	)
Purchase of treasury stock		(.6	)		-			-			-			(.6	)
Proceeds and tax benefits from exercise of stock awards		9.8			-			-			-			9.8
Changes in book cash overdrafts		(2.1	)		(17.3	)		-			-			(19.4	)
Other, net		-			(.1	)		-			-			(.1	)
Net Cash (Used) Provided by Financing Activities		(379.8	)		(17.4	)		135.0			-			(262.2	)
Effect of Exchange Rate Changes on Cash		-			-			1.4			-			1.4
Net (Decrease) Increase in Cash and Cash Equivalents		.4			.3			19.0			(1.2	)		17.9
Cash and Cash Equivalents, Beginning of Period		.6			.3			28.4			-			29.3
Cash and Cash Equivalents, End of Period	$	1.0		$	-		$	47.4		$	(1.2	)	$	47.2

	Nine Months Ended June 30, 2010
	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Consolidated
Net Cash (Used) Provided by Operating Activities	$	(6.2	)	$	278.6		$	14.9		$	287.3
Cash Flows from Investing Activities
Business acquisitions, net of cash acquired		(142.8	)		-			2.2			(140.6	)
Additions to property and intangible assets		(16.2	)		(63.3	)		(6.9	)		(86.4	)
Proceeds from sale of property		-			.4			.1			.5
Purchases of securities		(12.8	)		-			-			(12.8	)
Proceeds from sale or maturity of securities		14.8			-			-			14.8
Intercompany investments and advances		212.6			(200.3	)		(12.3	)		-
Net Cash Provided (Used) by Investing Activities		55.6			(263.2	)		(16.9	)		(224.5	)
Cash Flows from Financing Activities
Repayments of long-term debt		(95.3	)		-			-			(95.3	)
Purchase of treasury stock		(115.5	)		-			-			(115.5	)
Proceeds and tax benefits from exercise of stock awards		8.2			-			-			8.2
Changes in book cash overdrafts		(12.9	)		(15.4	)		-			(28.3	)
Other, net		-			(.2	)		-			(.2	)
Net Cash Used by Financing Activities		(215.5	)		(15.6	)		-			(231.1	)
Effect of Exchange Rate Changes on Cash		-			-			.8			.8
Net Decrease in Cash and Cash Equivalents		(166.1	)		(.2	)		(1.2	)		(167.5	)
Cash and Cash Equivalents, Beginning of Period		263.5			.2			19.1			282.8
Cash and Cash Equivalents, End of Period	$	97.4		$	-		$	17.9		$	115.3

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Derivative Financial Instruments And Hedging (Notional Amounts Of Derivative Instruments Held) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2010	Mar. 31, 2011	Jun. 30, 2011	Sep. 30, 2010
Raw Materials (Thousands Of Pounds) [Member]
Notional amount of derivatives, non-currency	714,529,000	656,779,000	956,084,000	679,393,000
Natural Gas (Thousands Of MMBTUs) [Member]
Notional amount of derivatives, non-currency	2,075,000	5,130,000	4,620,000	3,200,000
Other Fuel (Thousands Of Gallons) [Member]
Notional amount of derivatives, non-currency	5,668,000	6,445,000	3,937,000	8,001,000
Currency (Thousands Of Dollars) [Member]
Notional amount of derivatives, currency	43,700	22,900	14,100	69,450
Debt (Thousands Of Dollars) [Member]
Notional amount of derivatives, currency			577,500

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Business Combinations (Tables)

9 Months Ended

Jun. 30, 2011

Business Combinations

Provisional Purchase Price Allocation And Adjustment During The Period

 

	Acquisition			Adjustments			Acquisition
	Date Amounts			During the			Date Amounts
	Recognized as of			Nine Months Ended			Recognized
	September 30, 2010 (a)			June 30, 2011			(as Adjusted)
Cash	$	41.1		$	-		$	41.1
Receivables (b)		53.7			.7			54.4
Inventories (c)		55.6			(.2	)		55.4
Other current assets (b)		22.2			(.2	)		22.0
Property (d)		306.1			1.6			307.7
Goodwill		577.4			(.3	)		577.1
Other intangible assets (c)		612.9			(2.0	)		610.9
Other assets (b)		.6			.5			1.1
Total assets acquired		1,669.6			.1			1,669.7
Accounts payable		(35.6	)		-			(35.6	)
Other current liabilities (b)		(31.1	)		(.1	)		(31.2	)
Deferred income taxes		(243.1	)		-			(243.1	)
Other liabilities		(6.2	)		-			(6.2	)
Total liabilities assumed		(316.0	)		(.1	)		(316.1	)
Net assets acquired	$	1,353.6		$	-		$	1,353.6

(a)	As previously reported in Ralcorp's 2010 Annual Report on Form 10-K.
(b)	The adjustments to "Receivables", "Other current assets", "Other assets", and "Other current liabilities" reflect the identification and adjustment of unrecorded AIPC and Sepp's Gourmet Foods assets or liabilities at the acquisition date.
(c)	The adjustments to "Inventories" and "Other intangible assets" reflects changes in the estimated fair value of AIPC's inventories and customer relationships based on the valuation analyses finalized late in the first quarter of fiscal 2011
(d)	The adjustments to "Property" reflect changes in the estimated fair values for AIPC (increase of $1.5) and Sepp's Gourmet Foods (increase of $.1) based on the analyses finalized late in the first quarter of fiscal 2011.

Supplemental Pro-Forma Information

	Three Months Ended				Nine Months Ended
	June 30,				June 30,
	2011		2010		2011		2010
Net sales	$	1,171.9	$	1,148.6	$	3,517.8	$	3,365.2
Net earnings		28.5		43.0		183.3		221.1
Basic earnings per share		.52		.79		3.34		4.01
Diluted earnings per share		.51		.77		3.29		3.95

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Recently Issued Accounting Standards

9 Months Ended

Jun. 30, 2011

Recently Issued Accounting Standards

Recently Issued Accounting Standards

NOTE 2 – RECENTLY ISSUED ACCOUNTING STANDARDS

Issued in December 2009, Accounting Standards Update (ASU) No. 2009-16 amends the ASC for the issuance of FAS 166, "Accounting for Transfers of Financial Assets (Topic 860) – an amendment of FASB Statement No. 140."  The amendments in this ASU improve financial reporting by eliminating the exceptions for qualifying special-purpose entities from the consolidation guidance (which had been applied to Ralcorp Receivables Corporation) and the exception that permitted sale accounting for certain mortgage securitizations when a transferor has not surrendered control over the transferred financial assets.  In addition, the amendments require enhanced disclosures about the risks that a transferor continues to be exposed to because of its continuing involvement in transferred financial assets.  Comparability and consistency in accounting for transferred financial assets were also improved through clarifications of the requirements for isolation and limitations on portions of financial assets that are eligible for sale accounting.  Also issued in December 2009, ASU 2009-17 amends the ASC for the issuance of FAS 167, "Amendments to FASB Interpretation No. 46(R)."  The amendments in this ASU replace the quantitative-based risks and rewards calculation for determining which reporting entity, if any, has a controlling financial interest in a variable interest entity with an approach focused on identifying which reporting entity has the power to direct the activities of a variable interest entity that most significantly impact the entity's economic performance and (1) the obligation to absorb losses of the entity or (2) the right to receive benefits from the entity.  An approach that is expected to be primarily qualitative will be more effective for identifying which reporting entity has a controlling financial interest in a variable interest entity.  The amendments in this ASU also require additional disclosures about a reporting entity's involvement in variable interest entities, which will enhance the information provided to users of financial statements.  These ASUs became effective for Ralcorp's 2011 fiscal year and affected the Company's reporting related to its sale of accounts receivable (see Note 13).  In fiscal 2011, the outstanding balance of receivables sold remain on Ralcorp's consolidated balance sheet ($217.9 at June 30, 2011), proceeds received from the conduits ($135.0 at June 30, 2011) are shown as notes payable in Ralcorp's consolidated balance sheet, and there is no investment in Ralcorp Receivables Corporation at June 30, 2011.  In addition, any proceeds received from or paid to the conduits are shown as cash flows from financing activities rather than from operating activities in Ralcorp's consolidated statement of cash flows.  Because these ASUs are required to be applied prospectively, prior period amounts have not been reclassified to conform.

In May 2011, the Financial Accounting Standards Board (FASB) issued ASU No. 2011-04, "Fair Value Measurement (Topic 820) – Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs."  This update establishes common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. generally accepted accounting principles (GAAP) and International Financial Reporting Standards (IFRS).  The amendments in this update are effective during interim and annual periods beginning after December 15, 2011.  The adoption of this update is not expected to have a material effect on the Company's financial position, results of operations or cash flows.

In June 2011, the FASB issued ASU No. 2011-05, "Comprehensive Income (Topic 220) – Presentation of Comprehensive Income."  The objective of this update is to improve the comparability, consistency, and transparency of financial reporting to increase the prominence of items reported in other comprehensive income.  This update requires that all nonowner changes in shareholders' equity be presented in either a single continuous statement of comprehensive income or in two separate but consecutive statements.  The amendments in this update are effective during interim and annual periods beginning after December 15, 2011.  The adoption of this update is not expected to have a material effect on the Company's financial position, results of operations or cash flows.

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Other Intangible Assets, Net

9 Months Ended

Jun. 30, 2011

Other Intangible Assets, Net

Other Intangible Assets, Net

NOTE 11 – OTHER INTANGIBLE ASSETS, NET

The reported value of other intangible assets, net, consisted of:

	June 30,			Sept. 30,
	2011			2010
Subject to amortization:
Computer software	$	71.1		$	66.0
Customer relationships		843.0			840.1
Trademarks/brands		126.5			126.5
Other		13.1			13.1
		1,053.7			1,045.7
Accumulated amortization		(241.1	)		(181.8	)
	$	812.6		$	863.9
Not subject to amortization:
Trademarks/brands		831.0			863.1
	$	1,643.6		$	1,727.0

Amortization expense related to intangible assets was:

	Three Months Ended				Nine Months Ended
	June 30,				June 30,
	2011		2010		2011		2010
Computer software	$	1.9	$	1.5	$	5.5	$	5.5
Customer relationships		15.4		7.4		46.1		21.7
Trademarks/brands		1.9		1.6		5.5		4.9
Other		.4		.5		1.4		1.5
	$	19.6	$	11.0	$	58.5	$	33.6

For the intangible assets recorded as of June 30, 2011, total amortization expense of $79.0, $77.8, $68.5, $63.2, and $59.2 is scheduled for fiscal 2011, 2012, 2013, 2014, and 2015, respectively.

In June 2011, a trademark impairment loss of $32.1 was recognized in the Branded Cereal Products segment related to the Post Shredded Wheat and Grape Nuts trademarks based on reassessments triggered by the announced separation of Post Foods from Ralcorp.  The trademark impairment was due to reductions in anticipated future sales as a result of competition and a reallocation of advertising and promotion expenditures to higher-return brands.  The trademark impairment loss is included in "Impairment of intangible assets" on the statement of earnings.

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Contingencies (Details) (USD $) In Millions	1 Months Ended	3 Months Ended
	Jan. 31, 2011	Dec. 31, 2010	Mar. 31, 2011	Sep. 30, 2010
Contingencies
Payment of pending contractual and other customer claims	$ 5.0
Accrued customer claim			5.0	7.5
Additional estimated accrued customer claim		$ 2.5

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Segment Information (Operating Segments) (Details) (USD $) In Millions	3 Months Ended		9 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Sep. 30, 2010	Sep. 30, 2009
Net Sales	$ 1,171.9	$ 962.4	$ 3,517.8	$ 2,919.3
Total segment profit	75.6	104.1	386.8	333.9
Interest (expense) income, net	(33.0)	(24.7)	(102.5)	(75.1)
Provision for legal settlement			(2.5)
Adjustments for economic hedges	(21.2)		(10.4)
Merger and integration costs	(1.2)	(13.5)	(1.5)	(18.6)
Amounts related to plant closures	(2.4)	(0.2)	(2.8)	(1.0)
Impairment of intangible assets	(32.1)		(32.1)	(20.5)
Stock-based compensation expense	(4.5)	(2.4)	(12.4)	(11.9)
Systems upgrade and conversion costs	(1.5)	(1.2)	(5.4)	(3.8)
Earnings before income taxes	42.6	79.4	284.3	258.8
Depreciation and amortization			169.5	116.7
Cash and cash equivalents	47.2	115.3	47.2	115.3	29.3	282.8
Investment in Ralcorp Receivables Corporation					137.8
Total Assets	6,738.1		6,738.1		6,804.9
Parent Company [Member]
Net Sales	129.9	119.0	388.3	382.4
Total segment profit	(23.8)	(12.7)	(9.7)	(14.5)
Interest (expense) income, net	(33.7)	(25.5)	(104.0)	(76.9)
Earnings before income taxes	(57.5)	(38.2)	(113.7)	(91.4)
Cash and cash equivalents	1.0	97.4	1.0	97.4	0.6	263.5
Investment in Ralcorp Receivables Corporation					180.0
Total Assets	5,772.0		5,772.0		5,851.0
Branded Cereal Products [Member]
Net Sales	244.1	242.7	721.0	749.2
Total segment profit	54.0	54.1	160.6	158.2
Depreciation and amortization	14.7	14.2	43.8	41.6
Total Assets	3,174.5		3,174.5		3,271.3
Other Cereal Products [Member]
Net Sales	217.1	197.6	620.7	585.8
Total segment profit	21.9	22.0	64.4	68.2
Depreciation and amortization	6.4	5.3	19.8	15.8
Total Assets	268.3		268.3		268.7
Snacks, Sauces & Spreads [Member]
Net Sales	383.0	359.9	1,182.6	1,067.4
Total segment profit	26.0	35.9	96.7	123.9
Depreciation and amortization	10.0	9.0	30.5	25.9
Total Assets	760.4		760.4		760.0
Frozen Bakery Products [Member]
Net Sales	187.3	162.2	573.7	516.9
Total segment profit	21.5	17.5	67.4	62.1
Depreciation and amortization	10.1	9.1	29.8	26.8
Total Assets	721.5		721.5		743.4
Pasta [Member]
Net Sales	140.4		419.8
Total segment profit	27.1		91.9
Depreciation and amortization	13.1		39.4
Total Assets	1,455.1		1,455.1		1,456.6
Corporate [Member]
Other unallocated corporate expenses	(12.0)	(8.1)	(27.1)	(22.7)
Depreciation and amortization	2.2	1.7	6.2	6.6
Other unallocated corporate assets	311.1		311.1		137.8
Segment Total [Member]
Net Sales	1,171.9	962.4	3,517.8	2,919.3
Total segment profit	150.5	129.5	481.0	412.4
Depreciation and amortization	56.5	39.3	169.5	116.7
Total Assets	$ 6,379.8		$ 6,379.8		$ 6,500.0

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Segment Information (Tables)

9 Months Ended

Jun. 30, 2011

Segment Information

Operating Segments

	Three Months Ended						Nine Months Ended
	June 30,						June 30,
	2011			2010			2011			2010
Net Sales
Branded Cereal Products	$	244.1		$	242.7		$	721.0		$	749.2
Other Cereal Products		217.1			197.6			620.7			585.8
Snacks, Sauces & Spreads		383.0			359.9			1,182.6			1,067.4
Frozen Bakery Products		187.3			162.2			573.7			516.9
Pasta		140.4			-			419.8			-
Total	$	1,171.9		$	962.4		$	3,517.8		$	2,919.3
Segment Profit
Branded Cereal Products	$	54.0		$	54.1		$	160.6		$	158.2
Other Cereal Products		21.9			22.0			64.4			68.2
Snacks, Sauces & Spreads		26.0			35.9			96.7			123.9
Frozen Bakery Products		21.5			17.5			67.4			62.1
Pasta		27.1			-			91.9			-
Total segment profit		150.5			129.5			481.0			412.4
Interest expense, net		(33.0	)		(24.7	)		(102.5	)		(75.1	)
Provision for legal settlement		-			-			(2.5	)		-
Adjustments for economic hedges		(21.2	)		-			(10.4	)		-
Merger and integration costs		(1.2	)		(13.5	)		(1.5	)		(18.6	)
Amounts related to plant closures		(2.4	)		(.2	)		(2.8	)		(1.0	)
Impairment of intangible assets		(32.1	)		-			(32.1	)		(20.5	)
Stock-based compensation expense		(4.5	)		(2.4	)		(12.4	)		(11.9	)
Systems upgrade and conversion costs		(1.5	)		(1.2	)		(5.4	)		(3.8	)
Other unallocated corporate expenses		(12.0	)		(8.1	)		(27.1	)		(22.7	)
Earnings before income taxes	$	42.6		$	79.4		$	284.3		$	258.8
Depreciation and Amortization
Branded Cereal Products	$	14.7		$	14.2		$	43.8		$	41.6
Other Cereal Products		6.4			5.3			19.8			15.8
Snacks, Sauces & Spreads		10.0			9.0			30.5			25.9
Frozen Bakery Products		10.1			9.1			29.8			26.8
Pasta		13.1			-			39.4			-
Corporate		2.2			1.7			6.2			6.6
Total	$	56.5		$	39.3		$	169.5		$	116.7
	June 30,			Sept. 30,
	2011			2010
Assets
Branded Cereal Products	$	3,174.5		$	3,271.3
Other Cereal Products		268.3			268.7
Snacks, Sauces & Spreads		760.4			760.0
Frozen Bakery Products		721.5			743.4
Pasta		1,455.1			1,456.6
Total segment assets		6,379.8			6,500.0
Cash and cash equivalents		47.2			29.3
Investment in Ralcorp Receivables Corporation		-			137.8
Other unallocated corporate assets		311.1			137.8
Total	$	6,738.1		$	6,804.9

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Shareholders' Equity

9 Months Ended

Jun. 30, 2011

Shareholders' Equity

Shareholders' Equity

NOTE 15 – SHAREHOLDERS' EQUITY

During the nine months ended June 30, 2011 and 2010, the Company repurchased 9,000 and 2,000,000 shares, respectively, of its common stock at a total cost of $.6 and $115.5, respectively.  As of June 30, 2011, there were 8,343,926 shares in treasury and 55,132,709 shares outstanding.  As of September 30, 2010, there were 8,547,923 shares in treasury and 54,928,712 shares outstanding.

Accumulated other comprehensive loss decreased $28.2 during the nine months ended June 30, 2011 as a result of a $27.7 positive change in the foreign currency translation adjustment and a $.8 net gain from cash flow hedging activities, offset by $.3 of related income taxes.

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Condensed Consolidated Statements Of Earnings (USD $) In Millions, except Per Share data	3 Months Ended		9 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Condensed Consolidated Statements Of Earnings
Net Sales	$ 1,171.9	$ 962.4	$ 3,517.8	$ 2,919.3
Cost of goods sold	(882.2)	(717.1)	(2,570.1)	(2,134.8)
Gross Profit	289.7	245.3	947.7	784.5
Selling, general and administrative expenses	(157.4)	(116.3)	(460.7)	(378.7)
Amortization of intangible assets	(19.6)	(11.0)	(58.5)	(33.6)
Impairment of intangible assets	(32.1)		(32.1)	(20.5)
Other operating expenses, net	(5.0)	(13.9)	(9.6)	(17.8)
Operating Profit	75.6	104.1	386.8	333.9
Interest (expense) income, net	(33.0)	(24.7)	(102.5)	(75.1)
Earnings before income taxes	42.6	79.4	284.3	258.8
Income taxes	(14.3)	(26.4)	(101.4)	(91.9)
Net Earnings	$ 28.3	$ 53.0	$ 182.9	$ 166.9
Earnings per Share
Basic	$ 0.51	$ 0.97	$ 3.33	$ 3.02
Diluted	$ 0.50	$ 0.95	$ 3.28	$ 2.98

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Recently Issued Accounting Standards (Details) (USD $) In Millions	Sep. 30, 2010	Jun. 30, 2011 Accounts Receivable [Member]	Jun. 30, 2011 Notes Payable To Banks [Member]	Jun. 30, 2011 Short-Term Investments [Member]
Outstanding balance on receivables		$ 217.9	$ 135.0
Investment in Ralcorp Receivables Corporation	$ 137.8			$ 0

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Inventories (Details) (USD $) In Millions	Jun. 30, 2011	Sep. 30, 2010
Inventories
Raw materials and supplies	$ 184.9	$ 172.4
Finished products	283.6	252.7
Inventory, net, total	$ 468.5	$ 425.1

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Long-Term Debt (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Dec. 31, 2010	Jun. 30, 2011	Sep. 30, 2010
Senior notes		$ 750.0
Long-term Debt, Total		2,187.6	2,634.9
Plus: Unamortized premium (discount), net		3.1	3.2
Less: Current portion		(28.2)	(173.2)
Long-term debt, noncurrent		2,162.5	2,464.9
Debt instrument interest rate		0.00%
Fixed Rate Senior Notes, Series B [Member]
Senior notes			29.0
Debt instrument interest rate		0.00%	4.24%
Fixed Rate Senior Notes, Series C [Member]
Senior notes		50.0	50.0
Debt instrument interest rate		5.43%	5.43%
Fixed Rate Senior Notes, Series D [Member]
Senior notes		32.1	42.9
Debt instrument interest rate		4.76%	4.76%
Fixed Rate Senior Notes, Series E [Member]
Senior notes		100.0	100.0
Debt instrument interest rate		5.57%	5.57%
Fixed Rate Senior Notes, Series F [Member]
Senior notes		75.0	75.0
Debt instrument interest rate		5.43%	5.43%
Fixed Rate Senior Notes, Series I-1 [Member]
Senior notes		75.0	75.0
Debt instrument interest rate		5.56%	5.56%
Fixed Rate Senior Notes, Series I-2 [Member]
Senior notes		25.0	25.0
Debt instrument interest rate		5.58%	5.58%
Fixed Rate Senior Notes, Series J [Member]
Senior notes		100.0	100.0
Debt instrument interest rate		5.93%	5.93%
Fixed Rate Senior Notes Maturing 2018 [Member]
Senior notes		567.1	577.5
Debt instrument interest rate		7.29%	7.29%
Floating Rate Senior Notes Maturing 2018 [Member]
Senior notes		20.0	20.0
Debt instrument interest rate		2.80%	2.98%
Fixed Rate Senior Notes Maturing 2020 [Member]
Senior notes		67.0	67.0
Debt instrument interest rate		7.39%	7.39%
4.95% Senior Notes Maturing 2020 [Member]
Senior notes		300.0	300.0
Debt instrument interest rate		4.95%	4.95%
Fixed Rate Senior Notes maturing 2039
Senior notes		450.0	450.0
Debt instrument interest rate		6.63%	6.63%
Fixed Rate Senior Notes, Series 2009A [Member]
Senior notes		50.0	50.0
Senior notes maturity date	2009
Debt instrument interest rate		7.45%	7.45%
Fixed Rate Senior Notes, Series 2009B [Member]
Senior notes		50.0	50.0
Senior notes maturity date	2009
Debt instrument interest rate		7.60%	7.60%
2008 Revolving Credit Agreement
Revolving credit agreement			123.4
Debt instrument interest rate		0.00%	1.30%
2010 Revolving Credit Agreement
Revolving credit agreement		33.8	300.0
Debt instrument interest rate		2.62%	2.81%
2010 Term Loan
Term loan		192.5	200.0
Debt instrument interest rate		2.69%	2.81%
Other
Other		0.1	0.1
Parent Company [Member]
Long-term debt, noncurrent		$ 2,162.4	$ 2,464.9

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Derivative Financial Instruments And Hedging (Balance Sheet Location Of Derivative Instruments In Fair Value) (Details) (USD $) In Millions	Jun. 30, 2011	Sep. 30, 2010
Assets derivatives, fair value total	$ 2.9	$ 16.7
Liability derivatives, fair value total	16.6	2.6
Commodity Contracts [Member] | Other Current Liabilities [Member]
Liability derivatives, fair value	6.2	2.6
Interest Rate Contracts [Member] | Other Current Liabilities [Member]
Liability derivatives, fair value	10.4
Prepaid Expenses And Other Current Assets [Member]
Foreign exchange contracts	0.5	0.9
Commodity contracts	$ 2.4	$ 15.8

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Derivative Financial Instruments And Hedging (Effect Of Derivative Instruments On Statements Of Earnings And Other Comprehensive Income) (Details) (USD $) In Millions	3 Months Ended		9 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Amount of Gain (Loss) Recognized in Earnings	$ (21.2)		$ (10.4)
Interest Rate Contracts [Member] | Cash Flow Hedging [Member] | Interest Expense [Member]
Amount of Gain (Loss) Recognized in OCI [Effective Portion]		(5.2)		(5.2)
Gain (Loss) Reclassified from Accumulated OCI into Earnings [Effective Portion]	(0.3)	(0.1)	(1.1)	(1.1)
Foreign Exchange Contracts [Member] | Cash Flow Hedging [Member] | SG&A Expenses [Member]
Amount of Gain (Loss) Recognized in OCI [Effective Portion]	0.2	(1.2)	2.7	(0.2)
Gain (Loss) Reclassified from Accumulated OCI into Earnings [Effective Portion]	1.4	1.9	3.5	5.9
Commodity Contracts [Member] | Cash Flow Hedging [Member] | Cost Of Goods Sold [Member]
Amount of Gain (Loss) Recognized in OCI [Effective Portion]	(2.0)	(0.1)	25.6	0.3
Gain (Loss) Reclassified from Accumulated OCI into Earnings [Effective Portion]	16.0	(3.3)	25.1	(11.5)
Gain (Loss) Recognized in Earnings [Ineffective Portion and Amount Excluded from [Effectiveness Testing]	1.6	(0.1)	1.7	(0.3)
Commodity Contracts [Member] | Fair Value Hedging [Member] | Cost Of Goods Sold [Member]
Amount of Gain (Loss) Recognized in Earnings			(0.1)
Commodity Contracts [Member] | Nondesignated [Member] | Cost Of Goods Sold [Member]
Amount of Gain (Loss) Recognized in Earnings	(21.2)		(10.4)
Cash Flow Hedging [Member]
Amount of Gain (Loss) Recognized in OCI [Effective Portion]	(1.8)	(6.5)	28.3	(5.1)
Gain (Loss) Reclassified from Accumulated OCI into Earnings [Effective Portion]	17.1	(1.5)	27.5	(6.7)
Gain (Loss) Recognized in Earnings [Ineffective Portion and Amount Excluded from [Effectiveness Testing]	$ 1.6	$ (0.1)	$ 1.7	$ (0.3)

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Other Intangible Assets, Net (Amortization Expense Related To Intangible Assets) (Details) (USD $) In Millions	3 Months Ended		9 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Amortization of intangible assets	$ 19.6	$ 11.0	$ 58.5	$ 33.6
Computer Software [Member]
Amortization of intangible assets	1.9	1.5	5.5	5.5
Customer Relationships [Member]
Amortization of intangible assets	15.4	7.4	46.1	21.7
Trademarks/brands [Member]
Amortization of intangible assets	1.9	1.6	5.5	4.9
Other [Member]
Amortization of intangible assets	0.4	0.5	1.4	1.5
Parent Company [Member]
Amortization of intangible assets	$ 1.4	$ 1.3	$ 4.1	$ 5.0

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Business Combinations (Narrative) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended	0 Months Ended			9 Months Ended	0 Months Ended		9 Months Ended
	Jun. 30, 2010	Jun. 30, 2011 Fiscal Year 2010 Q3 Acquisitions [Member]	Jun. 30, 2011 Fiscal Year 2010 Q3 Acquisitions [Member]	Jul. 27, 2010 Customer Relationships [Member] American Italian Pasta Company [Member] years	Jul. 27, 2010 Trademarks/brands [Member] years	Jul. 27, 2010 Trademarks/brands [Member] American Italian Pasta Company [Member]	Jun. 30, 2011 Sepps Gourmet Foods Ltd [Member]	Jul. 27, 2010 American Italian Pasta Company [Member]	Sep. 30, 2010 American Italian Pasta Company [Member]	Jun. 30, 2011 J.T. Bakeries Inc. And North American Banking Ltd. [Member]
Date of acquisition							June 25, 2010	July 27, 2010		May 31, 2010
Number of businesses acquired	3
Net sales from acquisition included in statement of earnings		$ 20.4	$ 92.2
Operating profit from acquisition included in statement of earnings		0.3	3.0
Amortization expense		1.0
Cash paid per common stock								$ 53.00
Acquired finite-lived intangible assets				372.2		12.2
Other intangible assets					193.0
Weighted-average useful life (years)				16	15
Acquired indefinite-lived intangible assets						180.8
Inventory valuation adjustment								$ 3.9	$ 3.9