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