10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended September 30, 2011

or

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

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, St. Louis, Missouri	63101
(Address of principal executive offices)	(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, $.01 par value	New York Stock Exchange, Inc.
Rights to Purchase Series E Junior Participating Cumulative Preferred Stock	New York Stock Exchange, Inc.

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    x  Yes    ¨  No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    ¨  Yes    x  No

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, and (2) has been subject to such filing requirements for the past 90 days.    x  Yes    ¨  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.)    x  Yes    ¨  No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of these terms in Rule 12b-2 of the Exchange Act.

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 in Rule 12b-2 of the Act).    ¨  Yes    x  No

On March 31, 2011, the aggregate market value of the Common Stock held by non-affiliates of registrant was $3,688,198,124. This figure excludes the Common Stock held by registrant’s Directors and Corporate Officers, who are the only persons known to registrant who may be considered to be its “affiliates” as defined under Rule 12b-2.

Number of shares of Common Stock, $.01 par value, outstanding as of December 6, 2011: 55,179,259.

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the registrant’s definitive proxy statement for its annual meeting of shareholders, to be filed with the Securities and Exchange Commission within 120 days after September 30, 2011, are incorporated by reference into Part III of this report.

TABLE OF CONTENTS

Cautionary Statement on Forward-Looking Statements		1
PART I
Item 1.	Business	2
Item 1A.	Risk Factors	10
Item 1B.	Unresolved Staff Comments	17
Item 2.	Properties	17
Item 3.	Legal Proceedings	19
Item 4.	(Removed and Reserved)	19
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	20
Item 6.	Selected Financial Data	22
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 8.	Financial Statements and Supplementary Data	42
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	83
Item 9A.	Controls and Procedures	83
Item 9B.	Other Information	83
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	83
Item 11.	Executive Compensation	83
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	83
Item 13.	Certain Relationships and Related Transactions, and Director Independence	84
Item 14.	Principal Accountant Fees and Services	84
PART IV
Item 15.	Exhibits and Financial Statement Schedules	84
Signatures		85
Exhibit Index		86

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

Forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, are made throughout this report. These forward-looking statements are sometimes identified by the use of terms and phrases such as “believe,” “should,” “expect,” “project,” “estimate,” “anticipate,” “intend,” “plan,” “will,” “can,” “may,” or similar expressions elsewhere in this report. Our results of operations and financial condition may differ materially from those in the forward-looking statements. Such statements are based on management’s current views and assumptions, and involve risks and uncertainties that could affect expected results. Those risks and uncertainties include but are not limited to the following:

• our ability to effectively manage the growth from acquisitions or continue to make acquisitions at the rate at which we have been acquiring in the past;

• significant increases in the costs of certain commodities, packaging or energy used to manufacture our products;

• our ability to continue to compete in our business segments and our ability to retain our market position;

• our ability to maintain competitive pricing, successfully introduce new products or successfully manage costs across all parts of the Company;

• significant competition within the private-brand business;

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

• the loss or bankruptcy of a significant customer;

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

• our ability to anticipate changes in consumer preferences and trends;

• our ability to service our outstanding debt or obtain additional financing;

• disruptions in the U.S. and global capital and credit markets;

• fluctuations in foreign currency exchange rates;

• the termination or expiration of current co-manufacturing agreements;

• consolidations among the retail grocery and foodservice industries;

• loss of key employees;

• change in estimates in critical accounting judgments and changes to or new laws and regulations affecting our business;

• termination of existing anti-dumping measures imposed against certain foreign imports of dry pasta;

• labor strikes or work stoppages by our employees;

• losses or increased funding and expenses related to our qualified pension plan;

• impairment in the carrying value of goodwill or other intangibles;

• technology failure;

• our inability to protect our intellectual property rights;

• changes in weather conditions, natural disasters and other events beyond our control;

• the possibility that the combined post-separation value of Ralcorp and Post shares may not equal or exceed the pre-separation value of our common stock;

• potential liabilities that may arise due to fraudulent transfer considerations surrounding the separation of the Post cereals business;

• significant tax liabilities that could arise as a result of the separation of the Post cereals business; and

• tax restrictions that may prevent us from engaging in certain corporate transactions or from raising equity capital beyond certain thresholds for a period of time after the separation of the Post cereals business.

These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements included in this document. These risks and uncertainties, as well as other risks of which we are not aware or which we currently do not believe to be material, may cause our actual future results to be materially different than those expressed in our forward-looking statements. We do not undertake to update our forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

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PART I

ITEM 1. BUSINESS

INTRODUCTION

Ralcorp Holdings, Inc. is a Missouri corporation incorporated on October 23, 1996. Our principal executive offices are located at 800 Market Street, Suite 2600, St. Louis, Missouri 63101. The terms “we,” “our,” “us,” “Company,” “Ralcorp,” and “Registrant” as used herein refer to Ralcorp Holdings, Inc. and its consolidated subsidiaries.

We are primarily engaged in manufacturing, distributing and marketing private-brand food products, Post^® brand ready-to-eat cereal products and other regional and value-brand food products in the grocery, mass merchandise, drugstore, and foodservice channels. Our products include: ready-to-eat and hot cereals; nutritional and cereal bars; snack mixes, corn-based chips and extruded corn snack products; crackers and cookies; snack nuts; chocolate candy; salad dressings; mayonnaise; peanut butter; jams and jellies; syrups; sauces; frozen griddle products, including pancakes, waffles and French toast; frozen biscuits and other frozen pre-baked products such as breads and rolls; frozen and refrigerated doughs; and dry pasta. Over 90% of our products are sold to customers within the United States.

Our strategy is to grow our businesses, primarily through the acquisition of other companies. In addition, we seek to increase sales of existing and new products and expand distribution to new customers and new geographic areas. In addition to our 2008 acquisition of the Post branded cereal business, since 1997, we have acquired more than 25 companies that manufacture private-brand, regional-brand or value-brand food products.

The following sections of this report contain financial and other information concerning our business developments and operations and are incorporated into this Item 1:

• “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under Item 7; and

• “Business Combinations,” “Supplemental Earnings and Cash Flow Information,” “Goodwill” and “Segment Information” in the Notes to the Consolidated Financial Statements filed as part of this document under Item 8.

You can find additional information about us, including our Forms 10-K, 10-Q, 8-K, other securities filings (and amendments thereto), press releases and other important announcements, by visiting our website at ralcorp.com or the SEC’s website at sec.gov for securities filings only, from which they can be printed free of charge as soon as reasonably practicable after their electronic filing with the SEC. Our Corporate Governance Guidelines, Standards of Business Conduct for Officers and Employees, Director Code of Ethics, and the charters of the Audit and Corporate Governance and Compensation Committees of our board of directors are also available on our website, from which they can be printed free of charge. All of these documents are also available to shareholders at no charge upon request sent to our corporate secretary (P.O. Box 618, St. Louis, Missouri 63188-0618, Telephone: 314-877-7046). The information on our website is not part of this report.

RECENT BUSINESS DEVELOPMENTS

• On July 14, 2011, we announced that our board of directors had agreed in principle to separate Post Holdings, Inc., an entity that will own the Post cereals business, from our other businesses in a tax-free spin-off to our shareholders. At the same time, we announced that upon completion of the separation, William P. Stiritz, our chairman, will become chairman of the new Post entity and J. Patrick Mulcahy, who was appointed our vice chairman, will become chairman of our board of directors. In addition, we announced that David P. Skarie, our co-chief executive officer and president, will retire from the Company effective December 31, 2011, at which time Kevin J. Hunt, our co-chief executive officer and president, will become chief executive officer and president.

• On August 12, 2011, we announced that our board of directors had rejected an unsolicited proposal by ConAgra Foods, Inc. to acquire our company for $94.00 per share in cash, a decision that we reiterated on September 19, 2011, after careful consideration and with the assistance of our financial and legal advisors. ConAgra Foods withdrew its proposal on September 19, 2011.

• On September 26, 2011, we filed a Form 10 with the SEC related to the anticipated separation of the Post cereals business.

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• On September 26, 2011, we announced that William P. Stiritz will also serve as Chief Executive Officer of Post Holdings. We also announced that James L. Holbrook joined Post Holdings as Executive Vice President, Marketing, effective October 3, 2011.

• On September 27, 2011, we announced that Thomas G. Granneman, our chief accounting officer, will retire effective December 31, 2011, at which time Scott Monette, our treasurer and chief development officer, will become chief financial officer.

• On October 3, 2011, we acquired the North American private brand refrigerated dough business of Sara Lee Corp., a leading manufacturer and distributor of a full range of private brand refrigerated dough products in the U.S., with operations in Carrollton, Texas and Forest Park, Georgia. At the same time, we entered into a short-term financing arrangement that we expect to repay with a portion of the proceeds generated by financing to be incurred in connection with the separation of the Post cereals business.

• On October 13, 2011, we announced the appointment of Robert Vitale as Chief Financial Officer of Post Holdings, effective November 1, 2011.

• On November 11, 2011, we announced the appointment of Terence E. Block as President and Chief Operating Officer of Post Holdings, Inc, effective January 1, 2012.

• On November 18, 2011, we announced the appointment of Barry Beracha and Patrick Moore to our Board of Directors, effective upon the separation of the Post cereals business.

OTHER INFORMATION PERTAINING TO THE BUSINESS OF THE COMPANY

Businesses

Our businesses are comprised of five reportable business segments: Branded Cereal Products; Other Cereal Products; Snacks, Sauces & Spreads, Frozen Bakery Products; and Pasta.

• The Branded Cereal Products segment is our Post^® brand ready-to-eat cereals business, which includes Honey Bunches of Oats^®, the third-largest brand of ready-to-eat cereal in the United States, by revenue.

• The Other Cereal Products segment is comprised of private-brand ready-to-eat cereals and hot cereals, nutritional bars, snack mixes, and natural and organic specialty cookies, crackers and cereals.

• Our Snacks, Sauces & Spreads segment is comprised of private-brand and value-brand corn-based chips and extruded corn snack products, crackers and cookies, snack nuts, chocolate candy, salad dressings, mayonnaise, peanut butter, jams and jellies, syrups and sauces.

• The Frozen Bakery Products segment includes private-brand and value-brand frozen griddle products, including pancakes, waffles and French toast, frozen biscuits and other frozen pre-baked products such as breads and rolls, and frozen doughs, as well as refrigerated doughs since the acquisition of the North American private brand refrigerated dough business of Sara Lee Corp. on October 3, 2011.

• Our Pasta segment consists entirely of American Italian Pasta Company.

We develop, manufacture, and market emulations of various types of branded food products that retailers, mass merchandisers and drug stores sell under their own “store” brands or under value-brands. We attempt to manufacture products that are at least equal in quality to the corresponding branded products. In the event branded producers modify their existing products or successfully introduce new products, we may attempt to emulate the modified or new products. In conjunction with our customers, we develop packaging and graphics that rival the national brands. Our goal is that the only difference consumers perceive when purchasing our private-brand products is a notable cost savings when compared to branded counterparts.

We also develop and manufacture branded ready-to-eat cereals under our Post^® brand. Post Foods is the third-largest manufacturer of ready-to-eat cereals in the United States.

Our Frozen Bakery Products business develops, manufactures and markets frozen bakery products for the foodservice, in-store bakery, retail and mass merchandising channels. Unlike our private-brand products, our frozen products typically are not emulations of branded products. Instead, they are designed to have unique tastes or characteristics that customers desire. To a much lesser extent, we also offer unique, custom products in our other businesses.

In Item 2, we have listed the principal plants operated by the Company, as well as the types of products produced at each plant.

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Branded Cereal Products

Our Branded Cereals segment includes the Post brand ready-to-eat cereal business. Post Foods is engaged in the production, marketing and sale of ready-to-eat cereals under its own various brand names, including Honey Bunches of Oats^®, Pebbles^®, Post Selects^®, Great Grains^®, Spoon Size^® Shredded Wheat, Post^® Raisin Bran, Grape-Nuts^®, and Honeycomb^®. Post’s products are manufactured in the United States and Canada primarily in four manufacturing facilities, utilizing a variety of production processes, including shredding, extruding, gun-puffing, batch cooking and continuous cooking.

U.S. sales in the grocery, mass merchandise, drugstore and foodservice channels are managed through an internal sales staff and an independent sales agency. The business also utilizes broker distribution or similar arrangements for sales of products outside the United States. Post products are distributed throughout the U.S. from four distribution centers.

Other Cereal Products

Our Other Cereal Products segment includes our private-brand and value-brand ready-to-eat cereals and hot cereals, and the Bloomfield Bakers products which include nutritional bars and natural and organic specialty cookies, crackers, and cereals. Private-brand ready-to-eat cereals are currently produced at three manufacturing facilities and presently include 47 different cereal varieties utilizing flaking, extrusion and shredding technologies. Private-brand and value-brand hot cereals are produced at one facility and include old-fashioned oatmeal, quick oatmeal, regular instant oatmeal, flavored instant oatmeal, farina, instant Ralston^® (a branded hot wheat cereal) and 3 Minute Brand^® hot cereals. As expected, we sell far more hot cereals in cooler months. We believe we are one of the largest private-brand cereal manufacturers (by volume) in the U.S. when combining both private-brand ready-to-eat and hot cereals. The Bloomfield Bakers products are produced at two manufacturing facilities that also produce some ready-to-eat cereals. A majority of the Bloomfield Bakers products are produced under co-manufacturing arrangements, with a smaller portion produced under more traditional private-brand arrangements. In fiscal 2011, approximately 56%, 7% and 37% of this segment’s net sales were in ready-to-eat cereal based products, hot cereals and the Bloomfield Bakers products, respectively.

We produce cereal products based on our estimates of customer orders and consequently maintain, on average, four to six weeks’ inventory of finished products. Our ready-to-eat and hot cereals are warehoused in and primarily distributed through four independent distribution facilities and one of our cereal plants, and are shipped to customers principally via independent truck lines. As the majority of the Bloomfield Bakers products are produced under contract manufacturing arrangements, the related production schedule is based largely on near-term forecasts provided by our customers. The Bloomfield Bakers products are then shipped via independent truck lines to specific customer distribution points. Our ready-to-eat cereals and hot cereals are sold through internal sales staff and independent food brokers.

Snacks, Sauces & Spreads

Our Snacks, Sauces & Spreads segment includes our cracker and cookie business, our snack nuts, candy and chips business and our sauces and spreads business.

Cracker and Cookie Business

We believe our cracker and cookie business is one of the largest manufacturers (by volume) of private-brand crackers and cookies for sale in North America. The business produces cookies under the Rippin’ Good^® brand and crackers under the Ry Krisp^® and Champagne^® brands. Management positions the cracker and cookie business as a low cost, premier quality producer of a wide variety of private-brand crackers and cookies. In fiscal 2011, approximately 30% of the Snacks, Sauces & Spreads segment’s net sales was attributable to crackers and cookies. Our cracker and cookie business operates nine plants in the United States and Canada where products are largely produced to order. In the fall and winter as consumption of crackers increases, we have the ability to produce to estimated volumes, thereby building product inventories ranging from four to six weeks. Private-brand crackers and cookies are sold through a broker network and internal sales staff. Branded Ry Krisp^® crackers and branded cookies, including Rippin’ Good^® cookies, are sold through direct store distributor networks. Our cookies and crackers are primarily distributed from our own warehouses and delivered to customers through independent truck lines and customer supplied trucks.

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Snack Nuts, Candy and Chips Business

Our snack nuts, candy and chips business operates three plants that produce a variety of jarred, canned and bagged snack nuts, one plant that produces chocolate candy and one plant that produces chips (corn-based snacks). The business produces private-brand products as well as value-branded products under the Nutcracker^®, Flavor House^®, Hoody’s^®, Linette^® and Medallion^® brands. In fiscal 2011, approximately 36% of the Snack, Sauces & Spreads segment’s net sales was attributable to snack nuts, candy, and chips. Our snack nut and candy products are largely produced to order and shipped directly to customers; however, we maintain warehouse space where finished snack nut products are stored during peak times of demand. Snack nuts and candy are shipped to customers through independent truck lines and customer supplied trucks. We sell those products through an internal sales staff and a broker network. Profits from the sale of snack nuts are impacted significantly by the cost of raw materials (peanuts and tree nuts). Our chocolate candy products are positioned as premium chocolate products and not as an emulation of a branded product. Consequently, our chocolate candy products are sold to customers who maintain premium private-brand product lines. We also produce chocolate candy for customers who use the candy as ingredients for ice cream and other products. Our corn-based snack products are produced based on customer orders and are shipped directly to customers through independent truck lines and customer supplied trucks.

Sauces & Spreads

Our sauces & spreads business operates four plants and produces a variety of private-brand shelf-stable dressings, syrups, peanut butter, jellies, salad dressings, salsas and sauces, and non-alcoholic drink mixes under the Major Peters’^® and JERO^® brands. The business’ products are largely produced to order and are shipped directly to customers using independent truck lines. However, we maintain warehouses at our plants to hold several weeks’ supply of key products. The products are sold through an internal sales staff and a broker network. In fiscal 2011, this business provided approximately 34% of the Snacks, Sauces & Spreads net sales. Approximately 85% of its net sales was to retail customers and the remaining 15% was to foodservice, contract and other customers. Due to the varied nature of branded counterparts and customer preferences, this business produces far more variations of each type of product compared to our other businesses.

Frozen Bakery Products

Our Frozen Bakery Products business operates thirteen facilities in the United States and Canada. We produce frozen griddle products such as pancakes, waffles and French toast; frozen bread products such as breads, rolls and biscuits; dessert products such as frozen cookies and frozen cookie dough, muffins, and Danishes; and dry mixes for bakery foods. The recently acquired refrigerated dough business expands our portfolio to include a wide variety of private brand refrigerated dough products including biscuits, cookies, croissants and pie crusts.

The business uses a combination of both make to order and make to inventory production scheduling processes. Items with predictable volumes tend to be produced to inventory, while items with inconsistent demand are typically produced to order. The majority of the products are shipped frozen with most high volume customers serviced direct from the manufacturing site, while smaller volume items are distributed through a network of third party warehouses.

The Frozen Bakery Products business sells products through a broker network and an internal sales staff. Products are sold to foodservice customers such as large restaurant chains and distributors of foodservice products, retail grocery chains, and mass merchandisers. We utilize the trademark Krusteaz^® for frozen griddle products sold to retail grocery chains and mass merchandisers. Also, we produce in-store bakery cookies under the Lofthouse^® and Parco^® brands and in-store bakery bread under the Panne Provincio^® brand. Sales of cookies increase significantly in anticipation of holidays.

We sell a significant amount of products to a large international chain of restaurants. The loss of that customer would have a material adverse effect on the Frozen Bakery Products business.

In fiscal 2011, approximately 39% of the business’s gross sales was griddle products, 25% was breads, rolls, muffins, and biscuits, 27% was dessert products and 9% represented frozen dough, oatmeal, and other dry mixes. Approximately 36% of its net sales was in the foodservice channel, 38% was to in-store bakeries and 26% was retail.

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Pasta

Our American Italian Pasta Company (AIPC) division is one of the largest producers (by volume) of dry pasta in North America. The pasta business product line is comprised of approximately 3,100 stock-keeping units, or SKUs, of pasta. We produce approximately 300 different shapes and sizes of pasta products in multiple package configurations, including bulk packages for institutional customers and individually-wrapped packages for retail consumers. The varied shapes and sizes include long goods such as spaghetti, linguine, fettuccine, angel hair and lasagna, and short goods such as elbow macaroni, mostaccioli, rigatoni, rotini, ziti, and egg noodles. These products are manufactured at our four plants for a variety of customers including those who purchase our products as branded offerings under names such as Pennsylvania Dutch^®, Heartland^®, Golden Grain^®, Anthony’s^®, Pasta Lensi^®, Ronco^® or Mueller’s^® from retailers, as well as for retailers who sell products we manufacture as private brands. In many instances, we produce pasta to our customers' unique specifications.

The pasta industry consists of two primary customer markets: the retail market which includes grocery, mass merchandise, and drugstore channels that sell branded and private-brand pasta to consumers; and the institutional market, which includes both foodservice customers that supply restaurants, hotels, schools and hospitals, and other food processors that use pasta as a food ingredient.

We actively sell and market our domestic products through our sales employees and with the use of food brokers and distributors throughout the United States and Canada. Our primary distribution centers in North America are strategically located at our production facilities in Missouri, South Carolina and Arizona to serve the national market. Our Italian plant enables us to offer authentic Italian pasta products. This facility serves European, North American, and other international markets with proprietary branded, customer branded, ingredient and food service products. In fiscal 2011, all of this segment’s net sales was in pasta. Approximately 80% was in the retail channel and 20% was institutional.

Trademarks

We own (or use under a license) a number of trademarks that are important to our businesses, including Post^®, Honey Bunches of Oats^®, Pebbles^®, Post Selects^®, Great Grains^®, Spoon Size^®, Grape-Nuts^®, Honeycomb^®, 3 Minute Brand^®, Ralston^®, Parco^®, Lofthouse^®, Krusteaz^®, Panne Provincio^®, Major Peters’^®, Medallion^®, Ry Krisp^®, Champagne^®, Monet^®, Rippin’ Good^®, Hoody’s^®, Linette^®, JERO^®, Flavor House^®, Nutcracker^®, Pennsylvania Dutch^®, Heartland^®, Golden Grain^®, Anthony’s^®, Pasta Lensi^®, Ronco^® and Mueller’s^®.

Competition

Our businesses face intense competition from large branded manufacturers and highly competitive private-brand and foodservice manufacturers in each of their product lines. Further, in some instances, large branded companies presently manufacture, or in the past have manufactured, private-brand products. Top cereal competitors include Kellogg, General Mills, Quaker Oats (owned by PepsiCo), and Malt-O-Meal. Large branded competitors of the Snacks, Sauces & Spreads business include Nabisco (owned by Kraft) and Keebler (owned by Kellogg), which possess large portions of the branded cracker and cookie categories. The Snacks, Sauces & Spreads business also faces competition from Kraft Foods, Bestfoods (owned by Unilever), Smucker’s and Heinz as well as significant competition in the snack nut category from Planters (owned by Kraft), Emerald (owned by Diamond Foods) and Blue Diamond. Branded competitors in the snack mix and corn-based snack categories include General Mills and Frito Lay (owned by PepsiCo). The Frozen Bakery Products business faces intense competition from numerous producers of griddle, bread and cookie products, including Kellogg. The Pasta segment faces competition from Barilla, New World Pasta Company (owned by Ebro Puleva - a Spanish company), Dakota Growers Pasta Company (owned by Viterra, Inc.), Philadelphia Macaroni Co. Inc., A. Zerega's Sons, Inc., and other foreign companies. For sales in Europe and other international markets, our Italian plant competes with Barilla and numerous European pasta producers.

The industries in which we compete are highly sensitive to pricing and both the frequency and depth of promotion. Competition is based upon product quality, price, effective promotional activities, and the ability to identify and satisfy emerging consumer preferences. These industries are expected to remain highly competitive in the foreseeable future. Our customers do not typically commit to buy predetermined amounts of products. Moreover, many food retailers utilize bidding procedures to select vendors. Consequently, during the course of a year, up to 50% of any segment’s business can be subject to a bidding process conducted by our customers.

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Customers

In fiscal 2011, Wal-Mart Stores, Inc. accounted for approximately 18% of our aggregate net sales. Each of our reporting segments sells products to Wal-Mart. No other customer accounted for 10% or more of our consolidated net sales. Additionally, we sell our products to retail chains, mass merchandisers, grocery wholesalers, warehouse club stores, drugstores, restaurant chains and foodservice distributors across the country as well as in Canada, Europe and Southeast Asia. We closely monitor the credit risk associated with our customers and to date have not experienced material losses.

Seasonality

Certain aspects of our operations, especially in the Snacks, Sauces & Spreads segment, hot cereal portion of the Other Cereal Products segment, in-store bakery portion of the Frozen Bakery Products segment and the higher margin noodles and lasagna portion of the Pasta segment, are somewhat seasonal, with a slightly higher percentage of sales and operating profits expected to be recorded in the first and fourth fiscal quarters. See Note 21 in Item 8 for historical quarterly data.

Employees

As of September 30, 2011, we had approximately 11,000 employees, of whom approximately 9,290 were located in the United States, approximately 1,650 were located in Canada and approximately 60 were located in Europe. We have entered into numerous collective bargaining agreements that we believe contain terms that are typical for the industries in which we operate. In fiscal 2012, collective bargaining agreements at the following plants will expire: Fridley, Minnesota; Niagara Falls, Ontario; Streator, Illinois; Poteau, Oklahoma; Lancaster, Ohio; Carrollton, Texas; Brantford, Ontario and Ripon, Wisconsin. As these agreements expire, we believe that the agreements can be renegotiated on terms satisfactory to us. We believe our relations with our employees, including union employees, are good.

Raw Materials, Freight, and Energy

Our raw materials consist of ingredients and packaging materials. Our principal ingredients are wheat (including durum wheat), nuts (including peanuts and cashews), sugar, edible oils, corn, oats, cocoa, eggs and rice. Our principal packaging materials are linerboard cartons, corrugated boxes, plastic bottles, plastic containers and composite cans. We purchase raw materials from local, regional, national and international suppliers. The cost of raw materials used in our products may fluctuate widely due to weather conditions, labor disputes, government regulations, industry consolidation, economic climate, energy shortages, transportation delays, or other unforeseen circumstances. The supply of raw materials can be negatively impacted by the same factors that can impact their cost. From time to time, we will enter into supply contracts for periods of up to three years to secure favorable pricing for ingredients and up to five years for packaging materials. For most of our sales, we pay freight costs to deliver our products to the customer via common carriers or our own trucks. Freight costs are affected by both fuel prices and the availability of common carriers in the area. We also purchase natural gas, electricity, and steam for use in our processing facilities. Where possible and when advantageous, we enter into purchase or other hedging contracts of up to 18 months to reduce the price volatility of these items and the cost impact upon our operations. In fiscal 2011, ingredients, packaging, freight, and energy represented approximately 48%, 18%, 7%, and 2%, respectively, of our total cost of goods sold.

Governmental Regulation and Environmental Matters

We are subject to regulation by federal, state, local and foreign governmental entities and agencies. As a producer of goods for human consumption, our operations must comply with stringent production, food safety and labeling standards administered by the Food and Drug Administration in the United States as well as similar regulatory agencies in Canada and Europe. From time to time, changes in regulations can lead to costly label format modifications and product formulation changes. In the event such changes cause use of different ingredients, the cost of goods sold may also increase. In many instances, we may not be able to offset the increased cost through pricing actions.

Our facilities, like those of similar businesses, are subject to certain safety regulations including regulations issued pursuant to the U.S. Occupational Safety and Health Act in the United States and similar regulatory agencies in Canada and Italy. These regulations require us to comply with certain manufacturing safety standards to protect our employees from accidents. We believe that we are in compliance in all material respects with all employee safety regulations.

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Our operations are also subject to various federal, state and local laws and regulations with respect to environmental matters, including air quality, waste water pretreatment, storm water, waste handling and disposal, and other regulations intended to protect public health and the environment. The Environmental Protection Agency and related environmental governmental agencies notified us that we may be liable for improper air emissions at three of our California plants. We anticipate we will be indemnified for a significant portion of any remediation and penalties by the previous owners of the facilities. We believe that we have adequate reserves to cover any remaining unindemnified liability that may result from these investigations.

We are in the process of upgrading and adding to our pollution control capabilities - both wastewater treatment and air pollution control. We anticipate investing up to $14 million at a number of our manufacturing facilities on these efforts over the next several years. While it is difficult to quantify with certainty the potential financial impact of actions regarding expenditures for environmental matters and future capital expenditures for environmental control equipment, in the opinion of management, based upon the information currently available, the ultimate liability arising from such environmental matters, taking into account established accruals for estimated liabilities and any indemnified costs, is not reasonably likely to have a material effect on our consolidated results of operations, financial position, capital expenditures or other cash flows.

All imported pasta is subject to U.S. import regulations. Duties are assessed in accordance with the Harmonized Tariff Schedule of the United States and are subject to regular review.

Contract Manufacturing

From time to time, our segments may produce products on behalf of other companies. Typically, such products are new branded products for which branded companies lack capacity or products of branded companies that do not have their own manufacturing facilities. In both cases, the branded companies retain ownership of the formulas and trademarks related to products we produce for them. Contract manufacturing for branded companies tends to be inconsistent in volume. Often, initial orders can be significant and favorably impact a fiscal period (with respect to sales and profits) but later volume will level off or the branded company will ultimately produce the product internally and cease purchasing product from us. Net sales under these “co-manufacturing” agreements were approximately 5% to 8% of our annual net sales for the past three years and were approximately $345 million in fiscal 2011. We expect our arrangement with one of these customers, which accounted for approximately 4% of our total net sales in fiscal 2011, may end during fiscal 2012.

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EXECUTIVE OFFICERS

Kevin J. Hunt	60	Co-Chief Executive Officer and President of the Company since September 2003. He will become Chief Executive Officer effective January 1, 2012.
David P. Skarie	65	Co-Chief Executive Officer and President of the Company since September 2003. He is retiring from the Company effective December 31, 2011.
Gregory A. Billhartz	39	Corporate Vice President, General Counsel and Secretary since October 2009. Prior to joining the Company he was Assistant General Counsel and Assistant Secretary at Arch Coal, Inc. from November 2005 to October 2009.
Walter N. George	55	Corporate Vice President and President, American Italian Pasta Company. Prior to joining the Company in July 2010, he was Chief Operating Officer at American Italian Pasta Company from December 2008 to July 2010 and Executive Vice President-Operations and Supply Chain from February 2003 to December 2008.
Thomas G. Granneman	62	Corporate Vice President and Chief Accounting Officer since February 2010. Mr. Granneman served as Corporate Vice President and Controller of the Company from January 1999 to February 2010. He is retiring effective December 31, 2011.
Charles G. Huber, Jr.	47	Corporate Vice President, and President Ralcorp Frozen Bakery Products, Inc. since October 2009. He served as Corporate Vice President, General Counsel and Secretary of the Company from October 2003 to October 2009.
Richard R. Koulouris	55	Corporate Vice President, and President, Ralcorp Snacks, Sauces & Spreads since October 2009. He has also served as President of Bremner Food Group, Inc. and Nutcracker Brands, Inc. since November 2003 (except from December 2006 to March 2008) and President of The Carriage House Companies, Inc. since December 2006.
Scott Monette	50	Corporate Vice President, Treasurer and Corporate Development Officer since February 2010. He served as Corporate Vice President and Treasurer from September 2001 to February 2010 and will become Chief Financial Officer effective January 1, 2012.
Ronald D. Wilkinson	61	Corporate Vice President, and President, Ralcorp Cereal Products since July 2010. He served as Corporate Vice President and President of Ralston Foods from March 2008 to July 2010. He also served as President of Bremner Food Group, Inc. and Nutcracker Brands, Inc. from December 2006 to March 2008 and served as Director of Product Supply of Ralston Foods from October 1996 to November 2006 and of The Carriage House Companies, Inc. from January 2003 to November 2006.

(Ages are as of December 31, 2011.)

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ITEM 1A. RISK FACTORS

In addition to the factors discussed elsewhere in this report, the following risks and uncertainties could have a material adverse effect on our business, financial condition and results of operations. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operation, financial condition or results.

Risks Related to Our Business

We may not be able to effectively manage the growth from acquisitions or continue to make acquisitions at the rate at which we have been acquiring in the past.

We have experienced significant growth in sales and operating profits through the acquisition of other companies. However, acquisition opportunities may not always present themselves. In such cases, our sales and operating profit may not continue to grow from period to period at the same rate as it has in the past.

The success of our acquisitions will depend on many factors, such as our ability to identify potential acquisition candidates, negotiate satisfactory purchase terms, obtain loans at satisfactory rates to fund acquisitions, and successfully integrate and manage the growth from acquisitions. Integrating the operations, financial reporting, disparate technologies and personnel of newly acquired companies involve risks. We cannot guarantee that we will be successful or cost-effective in integrating any new businesses into our existing businesses. In fact, the process of integrating newly acquired businesses may cause interruption or slow down the operations of our existing businesses. As a result, we may not be able to realize expected synergies or other anticipated benefits of acquisitions.

Commodity price volatility and higher energy costs could negatively impact profits.

The primary commodities used by our businesses include wheat (including durum wheat), nuts (including peanuts and cashews), sugar, edible oils, corn, oats, cocoa, eggs, and rice, and our primary packaging includes linerboard cartons, corrugated boxes, plastic containers and composite cans. In addition, many of our manufacturing operations use large quantities of natural gas and electricity. The costs of such commodities may fluctuate widely and we may experience shortages in commodity items as a result of commodity market fluctuations, availability, increased demand, weather conditions, and natural disasters as well as other factors outside of our control. Higher prices for natural gas, electricity and fuel may also increase our production and delivery costs. Changes in the prices charged for our products may lag behind changes in our energy and commodity costs. Accordingly, changes in commodity or energy costs may limit our ability to maintain existing margins and have a material adverse effect on our operating profits.

We generally use commodity futures and options to reduce the price volatility associated with anticipated raw material purchases. Additionally, we have a hedging program for diesel fuel prices (using market traded heating oil as an effective proxy), natural gas, and corrugated paper products. The extent of our hedges at any given time depends upon our assessment of the markets for these commodities, including our assumptions for future prices. For example, if we believe that market prices for the commodities we use are unusually high, we may choose to hedge less, or possibly not hedge any, of our future requirements. If we fail to hedge and prices subsequently increase, or if we institute a hedge and prices subsequently decrease, our costs may be greater than anticipated or greater than our competitors’ costs and our financial results could be adversely affected.

We compete in mature categories with strong competition.

We compete in mature segments with competitors that have a large percentage of segment sales. Our private-brand and branded products both face strong competition from branded competitors for shelf space and sales. Competitive pressures could cause us to lose market share, which may require us to lower prices, increase marketing expenditures or increase the use of discounting or promotional programs, each of which would adversely affect our margins and could result in a decrease in our operating results and profitability.

Some of our competitors have substantial financial, marketing and other resources, and competition with them in our various markets and product lines could cause us to reduce prices, increase marketing, or lose category share, any of which would have a material adverse effect on our business and financial results. This high level of competition by branded competitors could result in a decrease in our sales volumes. In addition, increased trade spending or advertising or reduced prices on our competitors’ products may require us to do the same for our products which could impact our margins and volumes. If we did not do the same, our revenue, profitability and market share could be adversely affected.

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Our inability to successfully manage the price gap between our private-brand products and those of our branded competitors may adversely affect our results of operation.

Competitors’ branded products have an advantage over our private-brand products primarily due to advertising and name recognition. When branded competitors focus on price and promotion, the environment for private-brand products becomes more challenging because the price gaps between private-brand and branded products can become less meaningful.

At the retail level, private-brand products sell at a discount to those of branded competitors. If branded competitors continue to reduce the price of their products, the price of branded products offered to consumers may approximate or be lower than the prices of our private-brand products. Further, promotional activities by branded competitors such as temporary price rollbacks, buy-one-get-one-free offerings and coupons have the effect of price decreases. Price decreases taken by competitors could result in a decline in our sales volumes.

Significant private-brand competitive activity can lead to price declines.

Some customer buying decisions are based on a periodic bidding process in which the successful bidder is assured the selling of its selected product to the food retailer, super center or mass merchandiser until the next bidding process. Our sales volume may decrease significantly if our offer is too high and we lose the ability to sell products through these channels, even temporarily. Alternatively, we risk reducing our margins if our offer is successful but below our desired price points. Either of these outcomes may adversely affect our results of operations.

Unsuccessful implementation of business strategies to reduce costs may adversely affect our results of operations.

Many of our costs, such as raw materials, energy and freight are outside our control. Therefore, we must seek to reduce costs in other areas, such as operating efficiency. If we are not able to complete projects which are designed to reduce costs and increase operating efficiency on time or within budget, our operating profits may be adversely impacted. In addition, if the cost saving initiatives we have implemented or any future cost savings initiatives do not generate the expected cost savings and synergies, our results of operations may be adversely affected.

Our inability to raise prices may adversely affect our results of operations.

Our ability to raise prices for our products may be adversely affected by a number of factors, including but not limited to industry supply, market demand, and promotional activity by competitors. If we are unable to increase prices for our products as may be necessary to cover cost increases, our results of operations could be adversely affected. In addition, price increases typically generate lower volumes as customers then purchase fewer units. If these losses are greater than expected or if we lose distribution as a result of a price increase, our results of operations could be adversely affected.

Loss or bankruptcy or insolvency of a significant customer may adversely affect our results of operations.

A limited number of customer accounts represent a large percentage of our consolidated net sales. The success of our business depends, in part, on our ability to maintain our level of sales and product distribution through high volume food retailers, super centers and mass merchandisers. The competition to supply products to these high volume stores is intense. Currently, we do not have long-term supply agreements with a substantial number of our customers. These high volume stores and mass merchandisers frequently re-evaluate the products they carry. If a major customer elected to stop carrying one of our products, our sales may be adversely affected.

If our food products become adulterated, misbranded, or mislabeled, we might need to recall those items and may experience product liability claims if consumers are injured.

Selling food products involves a number of legal and other risks, including product contamination, spoilage, product tampering, allergens, or other adulteration. We may need to recall some or all of our products if they become adulterated, mislabeled or misbranded. This could result in destruction of product inventory, negative publicity, temporary plant closings, and substantial costs of compliance or remediation. Should consumption of any product cause injury, we may be liable for monetary damages as a result of a judgment against us. In addition, adverse publicity including claims, whether or not valid, that our products or ingredients are unsafe or of poor quality, may discourage consumers from buying our products or cause production and delivery disruptions. Any of these events, including a significant product liability judgment against us, could result in a loss of consumer confidence in our food products. This could have an adverse affect on our financial condition, results of operations or cash flows.

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Disruption of our supply chain could have an adverse effect on our business, financial condition and results of operations.

Our ability, including manufacturing or distribution capabilities, and that of our suppliers, business partners and contract manufacturers, to make, move and sell products is critical to our success. Damage or disruption to our or their manufacturing or distribution capabilities due to weather, including any potential effects of climate change, natural disaster, fire or explosion, terrorism, pandemics, strikes, repairs or enhancements at our facilities, or other reasons, could impair our ability to manufacture or sell our products. Failure to take adequate steps to mitigate the likelihood or potential impact of such events, or to effectively manage such events if they occur, could adversely affect our business, financial condition and results of operations, as well as require additional resources to restore our supply chain.

We may be unable to anticipate changes in consumer preferences and trends, which could result in decreased demand for our products.

Our success depends in part on our ability to anticipate the tastes and eating habits of consumers and to offer products that appeal to their preferences. Consumer preferences change from time to time and can be affected by a number of different and unexpected trends. Our failure to anticipate, identify or react quickly to these changes and trends, and to introduce new and improved products on a timely basis, could result in reduced demand for our products, which would in turn cause our revenues and profitability to suffer. Similarly, demand for our products could be affected by consumer concerns regarding the health effects of nutrients or ingredients such as trans fats, sugar, processed wheat or other product attributes.

We have a substantial amount of indebtedness which could limit financing and other options.

As of September 30, 2011, we had long-term debt (including current maturities) of approximately $2,203.2 million. The agreements under which we have issued indebtedness do not prevent us from incurring additional unsecured indebtedness in the future but our ability to comply with the financial covenants and restrictions may be affected by events beyond our control, including prevailing economic, financial and industry conditions. Our level of indebtedness may limit:

• our ability to obtain additional financing for working capital, capital expenditures, to fund growth or general corporate purposes, particularly if the ratings assigned to our debt securities by rating organizations were revised downward; and

• our flexibility to adjust to changing business and market conditions and may make us more vulnerable to a downward turn in general economic conditions.

Our ability to meet expenses and debt service obligations will depend on the factors described above, as well as our future performance, which will be affected by financial, business, economic and other factors, including potential changes in consumer preferences, the success of product and marketing innovation and pressure from competitors. If we do not generate enough cash to pay our debt service obligations, we may be required to refinance all or part of our existing debt, sell our assets, borrow more money or raise equity. An event of default under our debt agreements would permit some of our lenders to declare all amounts borrowed from them to be due and payable, together with accrued and unpaid interest and may also impair our ability to obtain additional or alternative financing. There is no assurance that we will be able to, at any given time, refinance our debt, sell our assets, borrow more money or raise equity on terms acceptable to us or at all.

Global capital and credit market issues could negatively affect our liquidity, increase our costs of borrowing, and disrupt the operations of our suppliers and customers.

U.S. and global credit markets have from time to time experienced significant dislocations and liquidity disruptions which caused the spreads on prospective debt financings to widen considerably. These circumstances materially impacted liquidity in the debt markets, making financing terms for borrowers less attractive, and in certain cases resulted in the unavailability of certain types of debt financing. Events affecting the credit markets have also had an adverse effect on other financial markets in the U.S., which may make it more difficult or costly for us to raise capital through the issuance of common stock or other equity securities or refinance our existing debt, sell our assets or borrow more money if necessary. Our business could also be negatively impacted if our suppliers or customers experience disruptions resulting from tighter capital and credit markets or a slowdown in the general economy. Any of these risks could impair our ability to fund our operations or limit our ability to expand our business or increase our interest expense, which could have a material adverse effect on our financial results.

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Changing currency exchange rates may adversely affect earnings and financial position.

We have operations and assets in Canada and Europe. Our consolidated financial statements are presented in U.S. dollars; therefore, we must translate our foreign assets, liabilities, revenue and expenses into U.S. dollars at applicable exchange rates. Consequently, fluctuations in the value of the Canadian dollar or the Euro may negatively affect the value of these items in our consolidated financial statements. To the extent we fail to manage our foreign currency exposure adequately, we may suffer losses in value of our net foreign currency investment and our consolidated results of operations and financial position may be negatively affected.

The termination or expiration of current co-manufacturing arrangements could reduce our sales volume and adversely affect our results of operations.

Our businesses periodically enter into co-manufacturing arrangements with manufacturers of branded products. Terms of these agreements vary but are generally for relatively short periods of time (less than two years). Volumes produced under each of these agreements can fluctuate significantly based upon the product’s life cycle, product promotions, alternative production capacity and other factors, none of which are under our direct control. Our future ability to enter into co-manufacturing arrangements is not guaranteed, and a decrease in current co-manufacturing levels could have a significant negative impact on sales volume.

Consolidation among the retail grocery and foodservice industries may hurt profit margins.

Over the past several years, the retail grocery and foodservice industries have undergone significant consolidations and mass merchandisers are gaining market share. As this trend continues and such customers grow larger, they may seek to use their position to improve their profitability through improved efficiency, lower pricing or increased promotional programs. If we are unable to use our scale, marketing expertise, product innovation and category leadership positions to respond to these demands, our profitability or volume growth could be negatively impacted. Additionally, if the surviving entity is not a customer, we may lose significant business once held with the acquired retailer.

Violations of laws or regulations, as well as new laws or regulations or changes into existing laws or regulations, could adversely affect our business.

The food production and marketing industry is subject to a variety of federal, state, local and foreign laws and regulations, including those related to food safety, food labeling, food safety requirements related to the ingredients, manufacture, processing, storage, marketing, advertising, labeling, and distribution of our products as well as those related to worker health and workplace safety and environmental matters. Our activities, both in and outside of the United States, are subject to extensive regulation. In the U.S. we are regulated by, among other federal and state authorities, the U.S. Food and Drug Administration, U.S. Federal Trade Commission, the U.S. Departments of Agriculture, Commerce and Labor as well as by similar authorities abroad. Governmental regulations also affect taxes and levies, healthcare costs, energy usage, immigration and other labor issues, all of which may have a direct or indirect effect on our business or those of our customers or suppliers. In addition, we market and advertise our products and could be the target of claims relating to alleged false or deceptive advertising under federal, state, and foreign laws and regulations and may be subject to initiatives to limit or prohibit the marketing and advertising of our products to children. Changes in these laws or regulations or the introduction of new laws or regulations could increase the costs of doing business for us or our customers or suppliers or restrict our actions, causing our results of operations to be adversely affected. Further, if we are found to be out of compliance with applicable laws and regulations in these areas, we could be subject to civil remedies, including fines, injunctions, or recalls, as well as potential criminal sanctions, any of which could have a material adverse effect on our business.

As a publicly traded company, we are further subject to changing rules and regulations of federal and state governments as well as the stock exchange on which our common stock is listed. These entities, including the Public Company Accounting Oversight Board, the SEC and the New York Stock Exchange, have issued a significant number of new and increasingly complex requirements and regulations over the course of the last several years and continue to develop additional regulations and requirements in response to laws enacted by Congress. Our efforts to comply with these requirements have resulted in, and are likely to continue to result in, an increase in expenses and a diversion of management’s time from other business activities.

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We may not be able to operate successfully if we lose key personnel, are unable to hire qualified additional personnel, or experience turnover of our management team.

We are highly dependent on our ability to attract and retain qualified personnel to operate and expand our business. If we lose one or more members of our senior management team, our business and financial position, results of operations or cash flows could be harmed. Our compensation programs are intended to attract and retain the employees required for it to be successful, but ultimately, we may not be able to attract new employees or retain the services of all of our key employees or a sufficient number to execute on our plans.

If existing anti-dumping measures imposed against certain foreign imports of dry pasta terminate, we will face increased competition from foreign companies and the profit margins or market share of our pasta segment could be adversely affected.

Anti-dumping and countervailing duties on certain Italian and Turkish imports imposed by the United States Department of Commerce in 1996 enable us and our domestic competitors to compete more favorably against Italian and Turkish producers in the U.S. pasta market. In September 2007, the U.S. International Trade Commission extended the anti-dumping and countervailing duty orders for an additional five years, through 2012. If the anti-dumping and countervailing duty orders are repealed or foreign producers sell competing products in the United States at prices lower than ours or enter the U.S. market by establishing production facilities in the United States, the result would further increase competition in the U.S. pasta market and could have a material adverse effect on our business, financial condition or results of operations.

Labor strikes or work stoppages by our employees could harm our business.

Currently, a significant number of our full-time distribution, production and maintenance employees are covered by collective bargaining agreements. A dispute with a union or employees represented by a union could result in production interruptions caused by work stoppages. If a strike or work stoppage were to occur, our results of operations could be adversely affected.

We may experience losses or be subject to increased funding and expenses to our qualified pension plan, which could negatively impact profits.

We maintain a qualified defined benefit plan and we remain obligated to ensure that the plan is funded in accordance with applicable regulations. The fair value of pension plan assets (determined pursuant to ASC Topic 715 guidelines) was approximately $36.2 million below the total benefit obligation of the plan as of September 30, 2011 despite a $20 million contribution to the plan in fiscal 2011. In the event the stock market deteriorates, the funds in which we have invested do not perform according to expectations, or the valuation of the projected benefit obligation increases due to changes in interest rates or other factors, we may be required to make significant cash contributions to the pension plan and incur increased expense.

Impairment in the carrying value of goodwill or other intangibles could negatively impact our net worth.

The net carrying value of goodwill represents the fair value of acquired businesses in excess of identifiable assets and liabilities as of the acquisition date (or subsequent impairment date, if applicable). The net carrying value of other intangibles represents the fair value of trademarks, customer relationships, and other acquired intangibles as of the acquisition date (or subsequent impairment date, if applicable), net of accumulated amortization. Goodwill and other acquired intangibles expected to contribute indefinitely to our cash flows are not amortized, but must be evaluated by management at least annually for impairment. Amortized intangible assets are evaluated for impairment whenever events or changes in circumstance indicate that the carrying amounts of these assets may not be recoverable. Impairments to goodwill and other intangible assets may be caused by factors outside our control, such as the inability to quickly replace lost co-manufacturing business, increasing competitive pricing pressures, lower than expected revenue and profit growth rates, changes in industry EBITDA multiples, changes in discount rates based on changes in cost of capital (interest rates, etc.), or the bankruptcy of a significant customer and could negatively impact our net worth. For additional information on impairment of intangible assets, including recent impairment losses, refer to “Impairment of Intangible Assets” and “Critical Accounting Policies and Estimates” in Item 7 and Note 4 in Item 8.

Technology failures could disrupt our operations and negatively impact our business.

We increasingly rely on information technology systems to process, transmit, and store electronic information. For example, our production and distribution facilities and inventory management utilize information technology to increase efficiencies and limit costs. Furthermore, a significant portion of the communications between our personnel, customers, and suppliers depends on information technology. Like other companies, our information technology systems may be vulnerable to a variety of interruptions due to events beyond our control, including, but

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not limited to, natural disasters, terrorist attacks, telecommunications failures, computer viruses, hackers, and other security issues. We have technology security initiatives and disaster recovery plans in place or in process to mitigate our risk to these vulnerabilities, but these measures may not be adequate.

Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products and brands.

We consider our intellectual property rights, particularly our trademarks, but also our patents, trade secrets, copyrights and licenses, to be a significant and valuable aspect of our business. We attempt to protect our intellectual property rights through a combination of patent, trademark, copyright and trade secret laws, as well as licensing agreements, third party nondisclosure and assignment agreements and the policing of third party misuses of our intellectual property. Our failure to obtain or maintain adequate protection of our intellectual property rights, or any change in law or other changes that serve to lessen or remove the current legal protections for intellectual property, may diminish our competitiveness and could materially harm our business.

We also face the risk of claims that we have infringed third parties’ intellectual property rights. Any claims of intellectual property infringement, even those without merit, could be expensive and time consuming to defend; cause us to cease making, licensing or using products that incorporate the challenged intellectual property; require us to redesign or rebrand our products or packaging, if feasible; divert management’s attention and resources; or require us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property. Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. Additionally, a successful claim of infringement against us could result in our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products, any of which could have a negative impact on our operating profits and harm our future prospects.

We are subject to environmental laws and regulations that can impose significant costs and expose us to potential financial liabilities.

We are subject to extensive and frequently changing federal, state, local and foreign laws and regulations relating to the protection of human health and the environment, including those limiting the discharge and release of pollutants into the environment and those regulating the transport, storage, use, treatment, disposal and remediation of, and exposure to, solid and hazardous wastes and materials. Certain environmental laws and regulations can impose joint and several liability without regard to fault on responsible parties, including past and present owners and operators of sites, related to cleaning up sites at which hazardous wastes or materials were disposed or released. Failure to comply with environmental laws and regulations could result in severe fines and penalties by governments or courts of law. In addition, various current and likely future federal, state, local and foreign laws and regulations could regulate the emission of greenhouse gases, particularly carbon dioxide and methane. We cannot predict the impact that such regulation may have, or that climate change may otherwise have, on our business.

While we believe that the future cost of compliance with environmental laws and regulations and liabilities associated with our operations will not have a material adverse effect on our business, we cannot assure you that future events, such as new or more stringent environmental laws and regulations, any related damage claims, the discovery of currently unknown environmental conditions requiring response action, or more vigorous enforcement or a new interpretation of existing environmental laws and regulations, would not require us to incur additional costs that could have a material adverse effect on our financial results.

Changes in weather conditions, natural disasters and other events beyond our control can adversely affect our results of operations.

Changes in weather conditions and natural disasters such as floods, droughts, frosts, earthquakes, hurricane, fires or pestilence, may affect the cost and supply of commodities and raw materials, including tree nuts, corn syrup, sugar and wheat. Additionally, these events can result in reduced supplies of raw materials and longer recoveries of usable raw materials. Competing manufacturers can be affected differently by weather conditions and natural disasters depending on the location of their suppliers and operations. Damage or disruption to our manufacturing or distribution capabilities due to weather, natural disaster, fire, terrorism, pandemic, strikes or other reasons could impair our ability to manufacture or sell our products. Failure to take adequate steps to reduce the likelihood or mitigate the potential impact of such events, or to effectively manage such events if they occur, particularly when a product is sourced from a single location, could adversely affect our business and results of operations, as well as require additional resources to restore our supply chain.

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Risks Related to the Separation of the Post Cereals Business and Related Financing Transactions

The combined post-separation value of Ralcorp and Post Holdings shares may not equal or exceed the pre-separation value of Ralcorp shares.

After the separation of the Post cereals business, our common stock will continue to be listed and traded on the New York Stock Exchange under the symbol “RAH.” Post Holdings intends to apply to have its common stock authorized for listing on the New York Stock Exchange under the symbol “POST.” The combined trading prices of Ralcorp common stock and Post common stock after the separation, as adjusted for any changes in the combined capitalization of these companies, may not be equal to or greater than the trading price of Ralcorp common stock prior to the separation. Until the market has fully evaluated the business of Ralcorp without the Post cereals business, the price at which Ralcorp common stock trade may fluctuate significantly.

Potential liabilities may arise due to fraudulent transfer considerations, which would adversely affect our financial condition and our results of operations.

In connection with the separation, we intend to undertake financing transactions which, along with the separation and the financing transactions involving the separation, may be subject to federal and state fraudulent conveyance and transfer laws. If a court were to determine under these laws that, at the time of the separation, any entity involved in these transactions or the separation:

• was insolvent,

• was rendered insolvent by reason of the separation,

• had remaining assets constituting unreasonably small capital, or

• intended to incur, or believed it would incur, debts beyond its ability to pay these debts as they matured,

the court could void the separation, in whole or in part, as a fraudulent conveyance or transfer. The court could then require the new Post Holdings shareholders to return to Ralcorp some or all of the shares of the Post Holdings common stock issued pursuant to the separation, or require us or Post, as the case may be, to fund liabilities of the other company for the benefit of creditors. The measure of insolvency will vary depending upon the jurisdiction whose law is being applied. Generally, however, an entity would be considered insolvent if the fair value of its assets were less than the amount of its liabilities or if it incurred debt beyond its ability to repay the debt as it matures.

The separation could result in significant tax liability.

We expect to receive a private letter ruling from the IRS to the effect that, among other things, the separation and certain related transactions will qualify for tax-free treatment under the Internal Revenue Code of 1986, as amended, or the “Code.” In addition, we expect to obtain an opinion from our legal counsel substantially to the effect that, among other things, the separation and certain related transactions will qualify for tax-free treatment under the Code, and that accordingly, for U.S. federal income tax purposes, no gain or loss will be recognized by, and no amount will be included in the income of, a holder of Ralcorp common stock upon the receipt of shares of our common stock pursuant to the separation, except to the extent such holder receives cash in lieu of fractional shares of our common stock.

Although a private letter ruling from the IRS generally is binding on the IRS, if the factual representations or assumptions made in the letter ruling request are untrue or incomplete in any material respect, we will not be able to rely on the ruling. Furthermore, the IRS will not rule on whether a distribution satisfies certain requirements necessary to obtain tax-free treatment under the Code. Rather, the ruling will be based upon representations by us that these conditions have been satisfied, and any inaccuracy in such representations could invalidate the ruling. The opinion referred to above will address all of the requirements necessary for the separation and certain related transactions to obtain tax-free treatment under the Code and will be based on, among other things, certain assumptions and representations made by Post and us, which if incorrect or inaccurate in any material respect would jeopardize the conclusions reached by counsel in such opinion. The opinion will not be binding on the IRS or the courts.

If the separation does not qualify for tax-free treatment for U.S. federal income tax purposes, then, in general, we would be subject to tax as if we had sold the Post common stock and our senior notes in a taxable sale for its fair market value. Our shareholders would be subject to tax as if they had received a distribution equal to the fair market value of our common stock that was distributed to them, which generally would be treated first as a taxable dividend to the extent of our earnings and profits, then as a non-taxable return of capital to the extent of each shareholder’s

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tax basis in our stock, and thereafter as capital gain with respect to the remaining value. It is expected that the amount of any such taxes to us and our shareholders would be substantial. In addition, even if the separation otherwise qualifies for tax-free treatment for U.S. federal income tax purposes, we could be subject to corporate income tax if the retained shares, senior notes or cash received from Post are not disposed of in a qualifying manner.

The tax rules applicable to the separation may restrict us from engaging in certain corporate transactions or from raising equity capital beyond certain thresholds for a period of time after the separation.

Current U.S. federal income tax law creates a presumption that the distribution of Post would be taxable to us, but not our shareholders, if such distribution is part of a “plan or series of related transactions” pursuant to which one or more persons acquire directly or indirectly stock representing a 50% or greater interest (by vote or value) in Ralcorp or Post. Acquisitions that occur during the four-year period that begins two years before the date of the distribution are presumed to occur pursuant to a plan or series of related transactions, unless it is established that the acquisition is not pursuant to a plan or series of transactions that includes the distribution. U.S. Treasury regulations currently in effect generally provide that whether an acquisition and a distribution are part of a plan is determined based on all of the facts and circumstances, including, but not limited to, specific factors described in the U.S. Treasury regulations. In addition, the U.S. Treasury regulations provide several “safe harbors” for acquisitions that are not considered to be part of a plan.

These rules will limit our ability during the two-year period following the distribution to enter into certain transactions that may be advantageous to us and our shareholders, particularly issuing equity securities to satisfy financing needs, repurchasing equity securities, disposing of certain assets, engaging in mergers and acquisitions, and, under certain circumstances, acquiring businesses or assets with equity securities or agreeing to be acquired.

To preserve the tax-free treatment of the separation to Ralcorp and its shareholders, under the Tax Allocation Agreement with Post Holdings, we will be prohibited from taking or failing to take any action that prevents the distribution and certain related transactions from being tax-free, and for the two-year period following the separation, we will be subject to restrictions with respect to:

• entering into certain transactions pursuant to which all or a portion of our equity securities or assets would be acquired, whether by merger or otherwise, unless certain conditions are met;

• issuing equity securities beyond certain thresholds;

• certain repurchases of our common shares;

• ceasing to actively conduct our business;

• amendments to our organizational documents or taking any other action affecting the relative voting rights of our stock; or

• merging or consolidating with any other person or liquidating or partially liquidating.

These restrictions may limit our ability during such period to pursue strategic transactions of a certain magnitude that involve the issuance or acquisition of our stock or engage in new businesses or other transactions that might increase the value of our business. These restrictions may also limit our ability to raise significant amounts of cash through the issuance of stock, especially if our stock price were to suffer substantial declines, or through the sale of certain of our assets.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

Our principal properties are our manufacturing locations, both owned and leased, shown in the following table. Some properties include on-site warehouse space. We also lease our principal executive offices in St. Louis, MO, and we own research and development facilities in Sauget, IL. Our leases are generally long-term. Certain of our owned real property are subject to mortgages or other applicable security interests. Management believes its facilities are suitable and adequate for the purposes for which they are used and are adequately maintained. Generally, we believe each segment’s combination of facilities provides adequate capacity for current and anticipated future customer demand.

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	Size
Plant Locations	(Sq. Ft.)		Products
Branded Cereal Products
Battle Creek, MI		1,920,000	Ready-to-eat cereal
Modesto, CA		282,000	Ready-to-eat cereal
Niagra Falls, ON, Canada		250,000	Ready-to-eat cereal
Jonesboro, AR		320,000	Ready-to-eat cereal
Other Cereal Products
Azusa, CA		285,000	Nutritional bars, cookies and cereals
Battle Creek, MI		477,000	Ready-to-eat cereal
Cedar Rapids, IA		175,000	Hot cereal
Lancaster, OH		479,000	Ready-to-eat cereal
Los Alamitos, CA		96,000	Nutritional bars
Sparks, NV		243,000	Ready-to-eat cereal
Snacks, Sauces & Spreads
Newport, AR		252,000	Corn-based snacks
Princeton, KY		700,000	Crackers, cookies and ready-to-eat cereal
Dothan, AL		135,000	Snack nuts
Womelsdorf, PA		100,000	Chocolate candy
Poteau, OK		250,000	Crackers and cookies
Minneapolis, MN		40,000	Crackers
Tonawanda, NY		95,000	Cookies
Ripon, WI (two plants)		350,000	Cookies
South Beloit, IL		83,500	Cookies
El Paso, TX (two plants)		170,000	Snack nuts and in-shell peanuts
Kitchener, ON, Canada		160,000	Crackers and dry instant soup
Georgetown, ON, Canada		135,000	Crackers
Buckner, KY		269,250	Syrups, jellies, salsas and sauces
Dunkirk, NY		306,000	Dressings, syrups, sauces and drink mixes
Fredonia, NY		367,000	Dressings, syrups, jellies, sauces, salsas, peanut butter and drink mixes
Streator, IL		165,000	Peanut butter
Frozen Bakery Products
Chicago, IL		72,000	Muffins, pound cakes and petit fours
Fridley, MN		147,000	Bread, rolls and frozen cookie dough
Grand Rapids, MI		75,000	Breads and rolls
Kent, WA		82,000	Pancakes, waffles, French toast and custom griddle items
Lodi, CA		345,000	Breads, frozen dough, cakes and cookies
Louisville, KY (two plants)		335,000	Biscuits, pancakes, dry mixes and custom sweet good items
Ogden, UT		325,000	Cookies
Brantford, ON, Canada		140,000	Pancakes, waffles and French toast
Delta, BC, Canada (two plants)		87,275	Pancakes and waffles
Richmond Hill, ON, Canada		25,432	Pancakes and waffles (closed in 2011)
Carrollton, TX		200,000	Refrigerated dough
Forest Park, GA		212,000	Refrigerated dough
Pasta
Columbia, SC		463,000	Pasta
Excelsior Springs, MO		536,000	Pasta
Tolleson, AZ		268,000	Pasta
Verolanuova, Italy		80,000	Pasta

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ITEM 3. LEGAL PROCEEDINGS

We are a party to a number of legal proceedings in various federal, state and foreign jurisdictions. These proceedings are in varying stages and many may proceed for protracted periods of time. Some proceedings involve complex questions of fact and law.

In May 2009, a customer notified us 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 us with peanut paste and other ingredients. In accordance with our contractual arrangements with the customer, the parties submitted these claims to mediation. In January 2011, we resolved all pending contractual and other claims, resulting in a payment by us of $5.0 million and an obligation to pay an additional $5.0 million, subject to the customer’s completion of certain contractual obligations through February 2013. We accrued $7.5 million in the fiscal year ended September 30, 2010 based on early estimates of the settlement amount, and accrued an additional $2.5 million in the quarter ended December 31, 2010.

Two of our subsidiaries 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. Our liability relating to these lawsuits cannot be reasonably estimated at this time; however, we do not expect that our ultimate liability, if any, will exceed $10.0 million.

From time to time, we are a party to various other legal proceedings. 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 individually and in the aggregate to our consolidated financial position, results of operations or cash flows. In addition, while it is difficult to estimate the potential financial impact of actions regarding expenditures for compliance with regulatory matters, in the opinion of management, based upon the information currently available, the ultimate liability arising from such compliance matters are not expected to be material to our consolidated financial position, results of operations or cash flows.

For a description of certain federal, state and local proceedings involving environmental matters which were pending at September 30, 2011, see “Governmental Regulation and Environmental Matters” on page 7.

ITEM 4. (REMOVED AND RESERVED)

19

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Common Stock Market Prices and Dividends

Our common stock is traded on the New York Stock Exchange under the symbol “RAH”. There were 8,364 shareholders of record on December 6, 2011. We have no plans to pay cash dividends in the foreseeable future. The range of high and low sale prices of our common stock as reported by the NYSE is set forth in the table below.

	Year Ended September 30,
	2011				2010
	High		Low		High		Low
First Quarter	$	65.61	$	58.05	$	60.81	$	52.66
Second Quarter		68.52		59.23		69.86		59.15
Third Quarter		91.35		67.28		68.24		54.71
Fourth Quarter		89.43		68.84		61.39		53.90

Issuer Purchases of Equity Securities

					(c)		(d)
	(a)		(b)		Total Number of Shares		Maximum Number
	Total Number		Average		Purchased as Part of		of Shares that May Yet
	of Shares		Price Paid		Publicly Announced		Be Purchased Under the
Period	Purchased*		per Share		Plans or Programs		Plans or Programs**
July 1 - July 31, 2011		0	$	0		0		See total
August 1 - August 31, 2011		3,486		75.50		0		See total
September 1 - September 30, 2011		8,762		74.11		0		See total
Total		12,248	$	74.51		0		5,000,000

* On August 4, 2011 and September 23, 2011, 3,486 and 8,762 shares, respectively, were forfeited back to the Company in satisfaction of required taxes to be withheld by federal, state and local governments in connection with the vesting of employee restricted stock awards.

** On November 10, 2009, the Board of Directors authorized the repurchase up to 7,000,000 shares of common stock at prevailing market prices. The authorization has no expiration date. From time to time, we may repurchase common stock through plans established under Rule 10b5-1. Typically, these plans direct a broker to purchase a variable amount of shares each day (usually between 0 and 50,000) depending on the previous day's closing share price.

20

Performance Graph

The following performance graph compares the changes, for the period indicated, in the cumulative total value of $100 hypothetically invested in each of (a) Ralcorp common stock, (b) the Russell 1000 index and (c) a peer group composed of 15 U.S.-based public companies in the food and consumer packaged goods industries. The companies are: Brown-Forman Corp.; Campbell Soup Co.; Church & Dwight Co. Inc.; The Clorox Co.; Constellation Brands, Inc.; Corn Products Intl Inc.; Energizer Holdings, Inc.; Flowers Foods, Inc.; The Hershey Co.; Hormel Foods Corp; The J.M. Smucker Company; McCormick & Co.; Newell Rubbermaid Inc.; Snyder’s-Lance, Inc.; and TreeHouse Foods Inc. Compared to last year, the peer group no longer includes Del Monte Foods Co., which is no longer a public company, and Seaboard Corp. and Spectrum Brands, Inc. were replaced by Snyder’s-Lance, Inc., which is now deemed to be a more comparable peer company. These changes did not have a significant effect on the 5-year cumulative total return of the peer group.

Performance Graph Data

			Russell 1000		Peer Group
	Ralcorp ($)		Index ($)		($)
9/30/2006		100.00		100.00		100.00
9/30/2007		115.74		116.94		103.64
9/30/2008		139.77		91.01		99.39
9/30/2009		121.23		85.53		89.44
9/30/2010		121.25		94.74		106.73
9/30/2011		159.05		95.62		119.81

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ITEM 6. SELECTED FINANCIAL DATA

FIVE YEAR FINANCIAL SUMMARY

(In millions except per share data)

	Year Ended September 30,
	2011			2010			2009			2008			2007
Statement of Operations Data
Net sales (a)	$	4,741.0		$	4,048.5		$	3,891.9		$	2,824.4		$	2,233.4
Cost of goods sold		(3,498.2	)		(2,971.6	)		(2,834.1	)		(2,318.1	)		(1,819.2	)
Gross profit		1,242.8			1,076.9			1,057.8			506.3			414.2
Selling, general and administrative expenses		(618.4	)		(528.1	)		(564.3	)		(297.8	)		(227.8	)
Amortization of intangible assets		(78.2	)		(49.3	)		(42.3	)		(29.2	)		(23.7	)
Impairment of intangible assets (b)		(503.5	)		(39.9	)		—			—			—
Other operating expenses, net (c)		(12.9	)		(37.7	)		(2.9	)		(3.1	)		(2.2	)
Operating Profit		29.8			421.9			448.3			176.2			160.5
Interest expense, net		(134.0	)		(107.8	)		(99.0	)		(54.6	)		(42.3	)
Gain (loss) on forward sale contracts (d)		—			—			17.6			111.8			(87.7	)
Gain on sale of securities (e)		—			—			70.6			7.1			—
(Loss) earnings before income taxes and equity earnings		(104.2	)		314.1			437.5			240.5			30.5
Income taxes		(83.0	)		(105.3	)		(156.9	)		(86.7	)		(7.5	)
Equity in earnings of Vail Resorts, Inc., net of related deferred income taxes (e)		—			—			9.8			14.0			8.9
Net (loss) earnings	$	(187.2	)	$	208.8		$	290.4		$	167.8		$	31.9
(Loss) earnings per share:
Basic	$	(3.41	)	$	3.79		$	5.16		$	5.51		$	1.20
Diluted	$	(3.41	)	$	3.74		$	5.09		$	5.38		$	1.17
Weighted average shares outstanding:
Basic		54.8			54.9			56.2			30.3			26.4
Diluted		54.8			55.6			57.0			31.1			27.1
Balance Sheet Data
Cash and cash equivalents	$	50.0		$	29.3		$	282.8		$	14.1		$	9.9
Working capital (excl. cash and cash equivalents)		272.8			220.6			192.4			241.8			165.3
Total assets		6,333.2			6,804.9			5,452.2			5,343.9			1,853.1
Long-term debt		2,172.5			2,464.9			1,611.4			1,668.8			763.6
Other long-term liabilities		869.6			883.7			656.2			871.7			382.6
Shareholders’ equity		2,619.2			2,829.2			2,705.6			2,411.5			483.4
Other Data
Cash provided (used) by:
Operating activities	$	507.3		$	301.9		$	326.7		$	132.8		$	217.6
Investing activities		(138.8	)		(1,438.4	)		(90.2	)		(71.0	)		(387.5	)
Financing activities		(346.1	)		881.5			29.9			(56.8	)		160.0
Depreciation and amortization		226.5			166.8			144.7			99.5			82.4

(a) In 2010, Ralcorp acquired J.T. Bakeries, North American Baking, Sepp’s Gourmet Foods, and American Italian Pasta Company. In 2009, Ralcorp acquired Harvest Manor Farms, Inc. In 2008, Ralcorp acquired Post Foods. In 2007, Ralcorp acquired Cottage Bakery Inc., Bloomfield Bakers, and Pastries Plus of Utah, Inc. For more information about the 2010 and 2009 acquisitions, see Note 3 to the financial statements in Item 8.

(b) For information about the impairment of intangible assets see Note 1 and Note 4 to the financial statements in Item 8 and “Critical Accounting Policies and Estimates” in Item 7.

(c) In fiscal 2011, Ralcorp incurred $4.1 of costs related to plant closures, accrued $2.5 related to the settlement of legal claims, and incurred merger and integration costs of $1.9. In fiscal 2010, Ralcorp incurred professional services fees and severace costs related to fiscal 2010 acquisitions of $21.5. In addition, Ralcorp accrued $7.5 related to the potential settlement of legal claims. For more information on acquisition-related costs and provision for legal settlement, see Note 3 and Note 16 to the financial statements in Item 8.

(d) For information about the gain/loss on forward sale contracts, see Note 7 to the financial statements in Item 8.

(e) During fiscal 2009, Ralcorp sold 7,085,706 of its shares of Vail Resorts for a total of $211.9. The shares had a carrying value of $141.3, resulting in a $70.6 gain. During August and September 2008, Ralcorp sold 368,700 of Vail shares for a total of $13.7. The shares had a carrying value of $6.6, resulting in a $7.1 gain.

22

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity, and capital resources of Ralcorp Holdings, Inc. This discussion should be read in conjunction with the financial statements under Item 8, especially the segment information in Note 20, and the “Cautionary Statement on Forward-Looking Statements” on page 1. The terms “we,” “our,” “Company,” and “Ralcorp” as used herein refer to Ralcorp Holdings, Inc. and its consolidated subsidiaries. Sales information for the “base business,” as reported herein, has been adjusted to exclude estimated current year sales attributable to recently acquired businesses for the period corresponding to the pre-acquisition period of the comparative period of the prior year. For each acquired business, the excluded period starts at the beginning of the respective quarter or year-to-date period and ends one year after the acquisition date. We have included financial measures for our base businesses (such as sales growth) because they provide useful and comparable trend information regarding the results of our businesses without the effects of the timing of acquisitions.

RECENTLY ISSUED ACCOUNTING STANDARDS

See Note 2 in Item 8 for a discussion regarding recently issued accounting standards.

RESULTS OF OPERATIONS

As discussed in more detail below, trends in our results for the past three years were significantly affected by acquisitions, particularly American Italian Pasta Company (AIPC) in 2010 but also other businesses in 2010 and 2009, as well as impairments (including $503.5 million of impairment charges in 2011) and items related to our former investment in Vail Resorts, Inc. (in 2009). The following table summarizes key data that we believe are important for you to consider as you read the consolidated results analysis discussions below. In addition, please refer to Note 20 in Item 8 for data regarding net sales and profit contribution by segment.

	Year Ended September 30,
	2011			% Change			2010			% Change			2009
(dollars in millions, except per share data)
Net Sales	$	4,741.0			17	%	$	4,048.5			4	%	$	3,891.9
Operating Profit		29.8			-93	%		421.9			-6	%		448.3
Net (Loss) Earnings		(187.2	)		-190	%		208.8			-28	%		290.4
Diluted (Loss) Earnings per Share	$	(3.41	)		-191	%	$	3.74			-27	%	$	5.09
Adjusted Diluted Earnings per Share (1)	$	5.22			12	%	$	4.68			9	%	$	4.29
(1)      Reconciliation to Diluted (Loss) Earnings per Share:
Adjusted Diluted Earnings per Share	$	5.22					$	4.68					$	4.29
Adjustments for economic hedges		(.33	)					—						—
Post separation costs		(.03	)					—						—
Merger and integration costs		(.02	)					(.37	)					(.35	)
Accelerated amortization of intangible assets		(.06	)					—						—
Impairment of intangible assets		(8.05	)					(.45	)					—
Provision for legal settlement		(.03	)					(.09	)					—
Amounts related to plant closures		(.05	)					(.03	)					(.01	)
Gain on forward sale contracts and sale of securities		—						—						.99
Equity in earnings of Vail Resorts, Inc.		—						—						.17
Effect of excluding potentially dilutive securities which were antidilutive for GAAP purposes due to net loss		(.06	)					—						—
Diluted (Loss) Earnings per Share	$	(3.41	)				$	3.74					$	5.09

Summary of 2011 Compared to 2010

Financial results in fiscal 2011 benefitted from volume and sales gains when compared to fiscal 2010, fueled by acquisitions (primarily AIPC, acquired in July 2010) and base-business sales growth. Despite the top line revenue growth, the Company incurred an overall net loss of $187.2 million ($3.41 per diluted share) compared to net earnings of $208.8 million in fiscal 2010, as several items negatively impacted operating results relative to 2010.

23

These adjustments include the impairment of goodwill and brand trademarks ($503.5 million), adjustments for economic hedges, accelerated amortization of intangible assets, amounts related to plant closures, Post separation costs, provision for legal settlement, and merger and integration costs. Excluding these items, adjusted diluted earnings per share increased 12% to $5.22 as the Company benefited from acquisitions and higher overall base-business sales. Partially offsetting these gains were significantly higher raw material costs and higher intangible asset amortization expense associated with acquisitions.

Summary of 2010 Compared to 2009

Net earnings of $208.8 million ($3.74 per diluted share) were down $81.6 million, as several items negatively impacted operating results when compared to 2009. These items include the absence of Vail-related gains (included in fiscal 2009 results), the impairment of goodwill and brand trademarks, merger and integration costs, a provision for legal settlement and amounts related to plant closures. Excluding these items, adjusted diluted earnings per share increased 9% to $4.68 as the Company benefited from acquisitions, higher overall base-business volumes, lower raw material costs, fewer outstanding shares as a result of share repurchases, and a lower effective tax rate. Partially offsetting these gains were lower net selling prices and higher interest and intangible asset amortization expense associated with acquisitions.

Net Sales

2011 Compared to 2010

	Year Ended September 30,
	2011		2010		% Change
(dollars in millions)
Base-business Net Sales	$	4,185.5	$	4,048.5		3	%
Net sales from recent acquisitions excluded from base-business net sales:
AIPC (July 27, 2010)		463.3		—		11	%
Other fiscal 2010 acquisitions		92.2		—		2	%
Net Sales	$	4,741.0	$	4,048.5		17	%

Net sales increased $692.5 million or 17% compared to fiscal 2010 primarily as a result of recent acquisitions, which added $555.5 million of sales in fiscal 2011. Excluding acquisitions, base-business net sales increased 3% as higher net selling prices more than offset a 2% decline in overall volumes. Net pricing in many of our product categories increased as commodity costs rose significantly during the year. We further describe these and other factors affecting net sales in the segment discussions below.

2010 Compared to 2009

	Year Ended September 30,
	2010		2009		% Change
(dollars in millions)
Base-business Net Sales	$	3,804.4	$	3,891.9		-2	%
Net sales from recent acquisitions excluded from base-business net sales:
Harvest Manor Farms (March 20, 2009)		96.1		—		2	%
AIPC (July 27, 2010)		101.4		—		3	%
Other fiscal 2010 acquisitions		46.6		—		1	%
Net Sales	$	4,048.5	$	3,891.9		4	%

Net sales increased $156.6 million or 4% compared to fiscal 2009 primarily as a result of recent acquisitions, which added $244.1 million of sales in fiscal 2010. Excluding acquisitions, base-business net sales declined 2% as lower net selling prices and higher trade promotion spending on our branded cereal products more than offset a 1% increase in overall volumes. Sales prices in many of our product categories declined as commodity costs fell during the first half of the fiscal year. We further describe these and other factors affecting net sales in the segment discussions below.

24

Margins

	Year Ended September 30,
	2011			2010			2009
(% of net sales)
Gross Profit		26.2	%		26.6	%		27.2	%
Selling, general and administrative expenses		-13.0	%		-13.1	%		-14.5	%
Amortization of intangible assets		-1.7	%		-1.2	%		-1.1	%
Impairment of intangible assets		-10.6	%		-1.0	%		—	%
Other operating expenses, net		-.3	%		-.9	%		-.1	%
Operating Profit		.6	%		10.4	%		11.5	%
Adjusted Gross Profit		26.8	%		26.7	%		27.3	%
Adjustments for economic hedges		-.6	%		—	%		—	%
Merger and integration costs		—	%		-.1	%		-.1	%
Gross Profit		26.2	%		26.6	%		27.2	%
Adjusted Selling, General and Administrative Expenses		-12.8	%		-12.9	%		-13.8	%
Merger and integration costs		-.1	%		-.2	%		-.7	%
Post separation costs		-.1	%		—	%		—	%
Selling, General & Administrative Expenses		-13.0	%		-13.1	%		-14.5	%
Adjusted Operating Profit		12.3	%		12.5	%		12.3	%
Adjustments for economic hedges		-.6	%		—	%		—	%
Post separation costs		-.1	%		—	%		—	%
Merger and integration costs		-.1	%		-.8	%		-.8	%
Accelerated amortization of intangible assets		-.1	%		—	%		—	%
Impairment of intangible assets		-10.6	%		-1.0	%		—	%
Provision for legal settlement		-.1	%		-.2	%		—	%
Amounts related to plant closures		-.1	%		-.1	%		—	%
Operating Profit		.6	%		10.4	%		11.5	%

2011 Compared to 2010

Gross profit margins were 26.2% in 2011, down from 26.6% recorded in 2010. Gross profit margins were adversely impacted by $28.9 million of net adjustments for economic hedges and, in fiscal 2010, a $3.9 million purchase accounting inventory adjustment related to AIPC. Excluding the effect of these items, adjusted gross profit margin increased from 26.7% in 2010 to 26.8% in 2011. This overall increase is primarily due to higher gross profit margins for the Branded Cereal Products segment, driven by lower trade promotion spending, and the Frozen Bakery Products segment, where net selling price increases outpaced rising commodity costs in the current year in response to anticipated additional raw material cost increases in fiscal 2012. The Company also benefited from an additional ten months of results from the higher-margin pasta business. These increases were partially offset by decreased gross profit margins in the Other Cereal Products and Snacks, Sauces & Spreads segments, where the effect of higher commodity costs exceeded the benefit of higher net selling prices.

Selling, general and administrative expenses (SG&A) as a percentage of net sales declined from 13.1% in 2010 to 13.0% in 2011. The SG&A percentage was negatively impacted by merger and integration costs in both periods (especially 2010) and Post separation costs in 2011. Excluding the effects of these items, the adjusted SG&A percentage decreased from 12.9% in 2010 to 12.8% in 2011. SG&A was positively impacted by an additional ten months of AIPC results (which has a lower SG&A cost structure) and lower information systems project related costs. Partially offsetting these favorable impacts were increased advertising expense in the Branded Cereal Products segment, higher incentive compensation expense (including cash-based incentive compensation, stock-based compensation, and mark-to-market adjustments for stock-based deferred compensation), unfavorable foreign exchange rates in Canada, and increased insurance reserves at our wholly owned insurance subsidiary associated with a supplier quality issue.

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Total amortization expense for the current year was $78.2 million ($.90 per adjusted diluted share) compared to $49.3 million ($.56 per share) last year. The increase is primarily due to ten additional months of amortization of AIPC intangible assets and the accelerated amortization of a customer relationship intangible asset due to a shortened estimate of the remaining life of the relationship.

Overall operating profit margins decreased from 10.4% in fiscal 2010 to .6% in fiscal 2011. The operating profit margin was affected in both years by impairments of intangible assets, merger and integration costs (particularly in the 2010), provision for legal settlement, and costs related to plant closures, and in 2011 by adjustments for economic hedges, Post separation costs, and accelerated amortization of intangible assets. See additional discussions of many of these items below. Excluding the effects of these items, adjusted operating profit margins declined from 12.5% to 12.2%.

2010 Compared to 2009

Gross profit margins were 26.6% in 2010, down from 27.2% registered in 2009. Gross profit margins were adversely impacted by a negative sales mix (lower sales of higher-margin Branded Cereal Products), higher trade promotion spending for Branded Cereal Products, lower net selling prices and a $3.9 million purchase accounting inventory adjustment related to the AIPC acquisition. Overall raw material costs were lower than fiscal 2009, as costs for key commodities including grain, oils, and peanuts declined during the first half of 2010.

SG&A as a percentage of net sales decreased from 14.5% in 2009 to 13.0% in 2010. Key drivers of the reduction include a favorable sales mix (shifting primarily from the Branded Cereals segment to Snacks, Sauces and Spreads and Pasta), lower advertising expense for our cereal businesses (down $33.3 million), significantly lower Post integration costs compared to prior year and favorable foreign exchange rates in Canada. Fiscal 2009 included $29.5 million of Post transition and integration costs compared to $6.4 million in 2010.

Despite the modest decline in gross profit margin and the improvement in the SG&A percentage, operating profit margins declined from 11.5% in fiscal 2009 to 10.4% in 2010. Fiscal 2010 operating profit was negatively impacted by the impairment of intangible assets (both brand trademarks and goodwill), merger and integration costs, a provision for legal settlement, and plant closure costs. See additional discussions of many of these items below. Excluding these items, adjusted operating profit margins improved from 12.3% to 12.5%.

Adjustments for Economic Hedges

Certain derivative contracts do not qualify for cash flow hedge accounting but are used as economic hedges of our exposure to changes in commodity costs. Realized and unrealized gains and losses on such contracts are recognized at a corporate level in earnings but not allocated to affect segment profit until the hedged exposure affects earnings. In fiscal 2011, net mark-to-market losses on such derivatives totaled $33.1 million, and $4.2 million was reclassified to segment profit, resulting in a net adjustment for economic hedges of $28.9 million. This net adjustment was recognized in cost of goods sold on the statement of earnings but excluded from segment profit and our non-GAAP measures of Adjusted EBITDA and Adjusted Diluted Earnings per Share. There were no such derivative contracts during fiscal 2010.

Post Separation Costs

In fiscal 2011, we incurred $2.8 million of costs (primarily professional service fees) related to the planned separation of the Post cereals business from the other Ralcorp businesses. Post separation costs are included in “Selling, general & administrative expenses.”

Merger and Integration Costs

During the years ended September 30, 2011 and 2010, Ralcorp recorded approximately $2.5 million and $33.1 million, respectively of expenses related to acquisition activity. During 2011, those costs relate primarily to the acquisition of Sara Lee’s North American refrigerated dough business, completed on October 3, 2011. In 2010, those expenses included professional services fees and a one-time finished goods inventory revaluation adjustment related to the AIPC transaction, as well as Post Foods transition and integration costs, and severance costs related to all four fiscal 2010 acquisitions.

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We also incurred significant costs in fiscal 2009 related to the integration of Post Foods following the August 2008 acquisition. The costs included transitioning Post Foods into Ralcorp operations, including decoupling the cereal assets of Post Foods from those of other operations of Kraft Foods Inc. (the former owner), developing stand-alone Post Foods information systems, developing independent sales, logistics and purchasing functions for Post Foods, and other significant integration undertakings. While a portion of those costs were capitalized, the expense portion totaled $32.0 million in 2009.

These merger and integration costs were included in the statements of operations as follows:

	2011		2010		2009
Cost of goods sold	$	—	$	5.2	$	2.5
Selling, general and administrative expenses		.6		6.4		29.5
Other operating expenses, net		1.9		21.5		—
	$	2.5	$	33.1	$	32.0

Impairment of Intangible Assets

We perform an assessment of indefinite life assets (including goodwill and brand trademarks) during the fourth quarter in conjunction with the annual forecasting process. In addition, intangible assets are reassessed as needed when information becomes available that is believed to negatively impact the fair market value of an asset.

In the third quarter of 2011, a non-cash trademark impairment charge of $32.1 million 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.

In the fourth quarter we recorded additional non-cash impairment charges totaling $471.4 million related to intangible assets in the Branded Cereal Products segment. These charges consisted of a goodwill impairment of $364.8 million and trademark impairment charges of $106.6 million (primarily related to the Honey Bunches of Oats, Post Selects, and Post trademarks). Based upon a preliminary review of the Post cereal business conducted by the newly appointed Post management team in October 2011, sales declines in the fourth quarter and continuing into October, and weakness in the branded ready-to-eat cereal category and the broader economy, we determined that additional strategic steps were needed to stabilize the business and the competitive position of its brands. The impact of these steps is the reduction of expected net sales growth rates and profitability of certain brands in the near term, thereby resulting in the goodwill and trademark impairments.

During fiscal 2010, we recorded non-cash impairment charges totaling $39.9 million related to intangible assets. In the second quarter, a goodwill impairment charge of $20.5 million was recognized in the Snacks, Sauces & Spreads segment related to the Linette chocolate reporting unit. The impairment resulted from reduced sales to a major customer, the inability to quickly replace the lost volume (including a decision by a major retailer to delay potential new product offerings), and changes in anticipated ingredient cost trends, leading to shortfalls in earnings before interest, income taxes, depreciation and amortization relative to forecasts. In the fourth quarter, a trademark impairment loss of $19.4 million was recognized in the Branded Cereal Products segment related to the Post Shredded Wheat and Grape-Nuts trademarks. The trademark impairment was due to a reallocation of advertising and promotion expenditures to higher-return brands and reductions in anticipated sales-growth rates based on the annual forecasting process completed in the fourth quarter.

See further discussion of impairments under “Critical Accounting Policies and Estimates” below.

Provision for Legal Settlement

We recorded a charge of $2.5 million and $7.5 million during fiscal 2011 and 2010, respectively in connection with the settlement of certain contractual claims by a customer in the Other Cereal Products segment, included in “Other operating expenses, net” on the statement of operations. Those claims arose primarily as a result of the customer’s recall of certain peanut-butter-based products in January 2009 stemming from the U.S. Food and Drug Administration and other authorities’ investigation of Peanut Corporation of America, which supplied us with peanut paste and other ingredients. In January 2011, Ralcorp resolved all pending contractual and other claims, resulting in a payment by the Company of $5.0 million and an obligation to pay an additional $5.0 million, subject to the customer’s completion of certain contractual obligations through February 2013. For more information on the provision for legal settlement refer to Note 16 in Item 8.

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Interest Expense, Net

Net interest expense increased $26.2 million or 24% to $134.0 million in 2011. The increase is due to a $677.2 million increase in our weighted-average outstanding borrowings compared to the year ended September 30, 2010. The weighted-average interest rate on all of the Company’s outstanding debt was 5.5% at the end of fiscal 2011.

Net interest expense increased $8.8 million or 8.9% to $107.8 million in 2010. The increase is due to a $981.1 million increase in outstanding debt since September 30, 2009. To help finance the AIPC acquisition, we incurred approximately $1.1 billion of debt in July 2010 with a weighted-average interest rate of approximately 3.8%. The weighted-average interest rate on all of the Company’s outstanding debt was 6.2% at the end of fiscal 2010.

Items Related to Former Investment in Vail Resorts, Inc.

Net earnings in fiscal 2009 were affected by non-cash gains on forward sale contracts related to some of our shares of Vail Resorts, Inc. All contracts were settled during fiscal 2009. The contracts included a collar on the Vail stock price and the prepayment of proceeds at a discount (whereby we received a total of $140.0 million). Because we accounted for our investment in Vail Resorts using the equity method, these contracts, which were intended to hedge the future sale of those shares, were not eligible for hedge accounting. Therefore, gains or losses on the contracts were immediately recognized in earnings. For more information on these contracts, see Note 7 in Item 8.

During fiscal 2009, we sold our remaining 7,085,706 shares of Vail Resorts, Inc. common stock for a total of $211.9 million. The shares had a carrying value of $141.3 million, resulting in a $70.6 million gain.

Income Taxes

Income taxes for fiscal 2011 decreased $22.3 million or 21% from 2010, driven primarily by lower earnings. Our effective tax rate for fiscal 2011 was adversely impacted by a $364.8 million goodwill impairment charge, which is not deductible for tax return purposes (i.e., a permanent difference item) that does not impact income tax expense. Excluding the impact of this item, our blended effective tax rate for fiscal 2011 was 31.8% compared to 33.5% for fiscal 2010. The rate for both years was reduced by the effects of adjustments to current and deferred income tax assets and liabilities to revise the estimates previously recorded to the actual amounts per subsequent tax return filings for the prior year, including the effects of lower than anticipated effective state rates. In addition, for fiscal 2011, the federal “Domestic Production Activities Deduction” established by the American Jobs Creation Act of 2004 increased from 6% to 9% of qualifying taxable income. The effect of that increase was a reduction in our federal effective rate of approximately 1 percentage point. We currently expect our fiscal 2012 overall effective tax rate to be approximately 35.5%.

For 2010, income taxes declined $51.6 million or 32.9% from 2009, driven primarily by the absence of Vail-related gains (as described above). Our blended effective tax rate for fiscal 2010 was 33.5% compared to 35.9% for fiscal 2009. The 2010 rate was reduced by the effects of adjustments to current and deferred income tax assets and liabilities to revise the estimates previously recorded to the actual amounts per subsequent tax return filings for fiscal 2009, including the effects of lower than anticipated effective state rates and the final tax effects of the sale of Vail shares (described in Note 6).

Non-GAAP Measures

The non-GAAP financial measures presented herein and discussed below do not comply with accounting principles generally accepted in the United States, or GAAP, because they are adjusted to exclude (include) certain cash and non-cash income and expenses that would otherwise be included in (excluded from) the most directly comparable GAAP measure in the statement of operations. These non-GAAP financial measures, which are not necessarily comparable to similarly titled captions of other companies due to potential inconsistencies in the methods of calculation, should not be considered an alternative to, or more meaningful than, related measures determined in accordance with GAAP. As further discussed below, these non-GAAP measures supplement other metrics used by management and investors to evaluate the businesses and facilitate comparison of operations over time.

• Base-business net sales, as reported herein, has been adjusted to exclude estimated current year sales attributable to recently acquired businesses for the period corresponding to the pre-acquisition period of the comparative period of the prior year. For each acquired business, the excluded period starts at the beginning of the most recent fiscal year being compared and ends one year after the acquisition date. The Company has included financial measures for the base business (such as sales growth) because they provide useful and comparable trend information regarding the results of our businesses without the effect of the timing of acquisitions.

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

• Adjusted EBITDA, as presented herein (and reconciled to Net (Loss) Earnings below), is defined as earnings before interest, income taxes, depreciation, and amortization, excluding impairment of intangible assets (if any), adjustments for economic hedges, provision for legal settlement, merger and integration costs, Post separation costs, amounts related to plant closures, and other gains and losses related to the Company’s former investment in Vail Resorts, Inc. Ralcorp’s board of directors, management, and investors use Adjusted EBITDA to assess the Company’s performance because it allows them to compare operating performance on a consistent basis across periods by removing the effects of capital structure (such as varying levels of interest expense), items largely outside the control of the management team (such as income taxes), asset base (such as depreciation, amortization, and impairments), derivatives accounting that is not representative of the economic effect of hedges, amounts related to significant legal settlements, items related to the Company’s former investment in Vail Resorts, Inc., and items related to acquisition and disposal activity (such as merger and integration costs, Post separation costs, and amounts related to plant closures).

• Adjusted diluted earnings per share is an additional measure to help investors compare the earnings generated by operations between periods, without the effects of intangible asset impairments and accelerated amortization (if any), adjustments for economic hedges, provision for legal settlement, merger and integration costs, Post separation costs, amounts related to plant closures, and items related to the Company’s former investment in Vail Resorts, Inc.

• Adjusted gross profit (as a percentage of net sales) is an additional measure to help investors compare gross margins between periods, without the effects of adjustments for economic hedges, merger and integration costs, and acquired inventory valuation adjustments (if any).

• Adjusted selling, general & administrative expenses (as a percentage of net sales) is an additional measure to help investors compare these expenses between periods, without the effects of merger and integration costs and Post separation costs.

• Adjusted operating profit (as a percentage of net sales) is an additional measure to help investors compare operating margins between periods, without the effects of intangible asset impairments and accelerated amortization, adjustments for economic hedges, provision for legal settlement, merger and integration costs, Post separation costs, amounts related to plant closures, and items related to the Company’s former investment in Vail Resorts, Inc.

	Year Ended September 30,
	2011			2010			2009
(dollars in millions)
Adjusted EBITDA	$	800.2		$	671.7		$	625.5
Interest expense, net		(134.0	)		(107.8	)		(99.0	)
Income taxes		(83.0	)		(105.3	)		(156.9	)
Depreciation and amortization		(226.5	)		(166.8	)		(144.7	)
Adjustments for economic hedges		(28.9	)		—			—
Post separation costs		(2.8	)		—			—
Merger and integration costs		(2.5	)		(33.1	)		(32.0	)
Impairment of intangible assets		(503.5	)		(39.9	)		—
Provision for legal settlement		(2.5	)		(7.5	)		—
Amounts related to plant closures (excluding depreciation)		(3.7	)		(2.5	)		(.5	)
Gain on forward sale contracts and sale of securities		—			—			88.2
Equity in earnings of Vail Resorts, Inc., net of related deferred income taxes		—			—			9.8
Net (Loss) Earnings	$	(187.2	)	$	208.8		$	290.4

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Segment Results

	Year Ended September 30,
	2011			% Change			2010			% Change			2009
(pounds in millions)
Sales Volume
Branded Cereal Products		441.7			-10	%		492.8			-2	%		503.0
Other Cereal Products		529.0			0	%		527.3			-3	%		544.5
Snacks, Sauces & Spreads		1,329.5			1	%		1,315.2			8	%		1,217.4
Frozen Bakery Products		678.2			4	%		652.4			3	%		636.1
Pasta		848.1			430	%		160.1			n/a			—
Total Sales Volume		3,826.5			22	%		3,147.8			9	%		2,901.0
(dollars in millions)
Net Sales
Branded Cereal Products	$	953.8			-3	%	$	987.5			-8	%	$	1,070.6
Other Cereal Products		838.5			5	%		799.7			0	%		803.3
Snacks, Sauces & Spreads		1,602.7			10	%		1,461.6			10	%		1,323.2
Frozen Bakery Products		768.6			10	%		698.3			1	%		694.8
Pasta		577.4			469	%		101.4			n/a			—
Total Net Sales	$	4,741.0			17	%	$	4,048.5			4	%	$	3,891.9
Segment Profit
Branded Cereal Products	$	206.0			-7	%	$	220.6			-12	%	$	250.6
Other Cereal Products		86.3			-4	%		90.3			-2	%		92.0
Snacks, Sauces & Spreads		135.5			-11	%		152.6			30	%		117.6
Frozen Bakery Products		88.0			9	%		80.8			17	%		69.1
Pasta		126.1			484	%		21.6			n/a			—
Total Segment Profit	$	641.9			13	%	$	565.9			7	%	$	529.3
Segment Profit Margin
Branded Cereal Products		22	%					22	%					23	%
Other Cereal Products		10	%					11	%					11	%
Snacks, Sauces & Spreads		8	%					10	%					9	%
Frozen Bakery Products		11	%					12	%					10	%
Pasta		22	%					21	%					n/a
Total Segment Profit Margin		14	%					14	%					14	%

Branded Cereal Products

Volume changes were as follows:

	Sales Volume Change
	from Prior Year
	2011			2010
Honey Bunches of Oats		-6	%		7	%
Pebbles		-2	%		-6	%
Other		-17	%		-9	%
Total		-10	%		-2	%

2011 Compared to 2010

Net sales in the Branded Cereals Segment decreased $33.7 million or 3% in fiscal 2011. The decline in sales was primarily due to lower volumes (down 10%) across most of the Post brand portfolio with the exception of Great Grains, which grew 14% driven by the increased advertising support. Partially offsetting these declines were improved net selling prices resulting from reduced trade spending levels compared to the aggressive levels a year ago in response to competitive promotional activity in the ready-to-eat cereal category. The reduced trade spending levels are part of a continuing focus on more efficient trade program investments.

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Segment profit in fiscal 2011 declined $14.6 million to $206.0 million. The overall decline in operating profit was driven by reduced volumes, increased advertising and consumer spending, higher raw material costs (driven by nuts, sugar, wheat, corn and packaging), and unfavorable manufacturing expense (due to the negative impact of lower production volumes on plant utilization and fixed cost absorption). These unfavorable variances were partially offset by favorable net pricing.

2010 Compared to 2009

Net sales in the Branded Cereals Segment decreased $83.1 million or 8% in fiscal 2010. The decline in sales was due to lower volumes (down 2%) and lower net selling prices as a result of increased trade promotion spending when compared to fiscal 2009. Partially offsetting these declines were sales from new product extensions within the Honey Bunches of Oats and Pebbles brands as well as a 7% volume gain for Honey Bunches of Oats. The ready-to-eat cereal category, which includes Post brand cereals, declined in the low single digits during the fiscal year, as all branded competitors aggressively used trade promotions to compete on pricing and protect market share.

Segment profit in fiscal 2010 declined $30.0 million to $220.6 million. The overall decline in operating profit was driven by reduced volumes and lower net selling prices due to increased trade promotion spending. These declines were partially offset by favorable raw material costs (notably grains) and reduced operating expenses. Operating expenses declined $29.1 million from fiscal 2009 levels primarily driven by reduced advertising. Despite the difficult competitive environment within the ready-to-eat cereal category, the Branded Cereals segment profit margin decreased only slightly in fiscal 2010, as lower advertising and raw material costs mostly offset lower volumes and net selling prices.

Other Cereal Products

Volume changes were as follows:

	Sales Volume Change from Prior Year
	2011			2010
Private-brand ready-to-eat cereal		-2	%		-5	%
Nutritional bars		12	%		21	%
Hot cereal		-1	%		-7	%
Other minor categories		-2	%		-10	%
Total		0	%		-3	%

2011 Compared to 2010

Net sales in the Other Cereal Product segment were $838.5 million in fiscal 2011, up $38.8 million from the prior year, driven by strong volume growth in nutritional bars (up 12%) and improved selling prices across the segment portfolio in response to rising commodity costs. Overall ready-to-eat cereal volumes declined 2% compared to the prior year, as lower volumes in the first half of fiscal 2011 were partially offset by 2% volume growth in the second half of the year, driven by strong retail promotional activity and improved overall trends for private-brand products.

Segment profit for fiscal 2011 was $86.3 million, down $4.0 million or 4% from fiscal 2010 as increased sales did not completely offset higher raw material costs (driven by wheat, oats, fruit, and nuts), increased production costs (primarily nutritional bars), and a slightly unfavorable product mix resulting from a shift to lower-margin nutritional bars.

2010 Compared to 2009

Net sales in the Other Cereal Product segment were $799.7 million in fiscal 2010, down $3.6 million from the prior year, as lower volumes (down 3%) offset higher net selling prices and a favorable product mix (shift from ready-to-eat cereals to nutritional bars). The lower overall volumes are mainly attributable to single-digit declines in private-brand ready-to-eat (RTE) cereals, as increased promotional spending by branded competitors negatively impacted private-brand volumes, as well as declining RTE co-manufacturing volumes (included in “Other minor categories”). Partially offsetting these declines were strong volume gains in nutritional bars, which grew 21% in fiscal 2010, though at a slightly lower net selling price than prior year due to decreasing commodity prices.

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The segment’s profit contribution for fiscal 2010 was $90.3 million, down $1.7 million or 2% from fiscal 2009. However, the segment’s operating profit margin of 11% was unchanged from fiscal 2009 as lower volumes and higher input costs were offset by higher selling prices and lower operating expenses (notably advertising and distribution costs).

Snacks, Sauces & Spreads

Base-business volume changes were as follows:

	Sales Volume Change from Prior Year
	2011			2010
Nuts		2	%		7	%
Crackers		0	%		-2	%
Cookies		-6	%		-6	%
Peanut butter		1	%		14	%
Preserves & jellies		-5	%		4	%
Syrups		-9	%		3	%
Chips		3	%		-1	%
Dressings		9	%		5	%
Other minor categories		-2	%		9	%
Total		-2	%		4	%

2011 Compared to 2010

Net sales for the Snacks, Sauces and Spreads segment increased $141.1 million, or 10%, to $1,602.7 million in fiscal 2011. The overall increase when compared to fiscal 2010 is primarily due to increased selling prices resulting from higher raw material costs, a favorable sales mix, as well the acquisitions of J.T. Bakeries and North American Baking in May 2010, which accounted for $67.2 million of the year over year increase. Excluding acquisitions, net sales increased $73.9 million, as a 2% decline in volume was offset by higher net selling prices.

Segment operating profit decreased $17.1 million, or 11%, from $152.6 million in fiscal 2010 to $135.5 million in fiscal 2011. The decrease in operating profit was driven by significantly higher commodity costs (primarily cashews, peanuts, and tree nuts, but also including oils, wheat, and packaging) as well as unfavorable freight costs. These negative impacts were partially offset by improved net pricing, a favorable product mix, lower manufacturing and selling, general, and administrative costs, as well as the results from fiscal 2010 acquisitions. The favorable mix was driven by increased volumes for (higher-margin) spoonable dressings, Mexican sauces, and specialty crackers and cookies and decreased volume for (lower-margin) cashews.

2010 Compared to 2009

Net sales for the Snacks, Sauces and Spreads segment increased $138.4 million, or 10%, to $1,461.6 million in fiscal 2010. The overall increase when compared to fiscal 2009 is primarily due to the acquisitions of Harvest Manor in March 2009 and J.T. Bakeries and North American Baking in May 2010, which accounted for $131.9 million of the year over year increase. Excluding acquisitions, net sales increased $6.5 million, as a 4% improvement in volume was offset by lower net selling prices. Volumetric trends were positive for most of the segment’s major product categories, with notable increases for peanut butter and snack nuts. Partially offsetting these gains were lower overall volumes for crackers and cookies, mainly attributable to lower sales to a significant retail customer.

Segment operating profit increased $35.0 million, or 30%, from $117.6 million in fiscal 2009 to $152.6 million in fiscal 2010. The increase in operating profit was driven by acquisitions, increased overall volumes, lower raw material costs (including oils, peanuts, wheat and packaging) and freight, partially offset by lower net selling prices, a shift in sales from higher-margin crackers and cookies to lower-margin snack nuts, and higher operating expenses (up 4% excluding acquisitions). As a result of these and other factors, the segment’s profit margin increased from 9% in fiscal 2009 to 10% in fiscal 2010.

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Frozen Bakery Products

Base-business volume changes were as follows:

	Sales Volume Change from Prior Year
	2011			2010
In-store bakery (ISB)		-6	%		0	%
Foodservice		6	%		-3	%
Retail		6	%		17	%
Total		2	%		1	%

2011 Compared to 2010

Net sales of the Frozen Bakery Products segment increased $70.3 million, or 10%, when compared to fiscal 2010. The overall increase is attributable to volume gains in foodservice, retail griddle products, and in-store bakery cakes, as well as higher pricing to cover commodity cost increases and incremental sales from the June 2010 acquisition of Sepp’s Gourmet Foods Ltd., which added $25.0 million in sales. These gains were partially offset by the effects of volume declines in the in-store bakery channel, frozen dough, and bread. Strong sales growth in the retail channel was fueled by new griddle products distributed through two major retailers. Foodservice sales benefited from a new product for a major restaurant chain and volume growth at food distributers.

Segment operating profit increased $7.2 million, or 9%, to $88.0 million in fiscal 2011 as a result of new business volume, increased net selling prices, incremental results from the 2010 acquisition of Sepp’s Gourmet Foods Ltd. (which accounted for $2.3 million of the increase), and lower supply chain and general and administrative costs. These favorable impacts were offset by higher raw material (primarily flour, oil, dairy and sweeteners), freight, and warehousing costs as well as an $8.1 million unfavorable effect of foreign exchange rate changes.

2010 Compared to 2009

Net sales of the Frozen Bakery Products segment increased $3.5 million, or 1%, when compared to fiscal 2009. The overall increase is largely due to the June 2010 acquisition of Sepp’s Gourmet Foods Ltd., which added $10.8 million in sales, partially offset by lower net selling prices due to falling commodity prices. Excluding the Sepp’s acquisition, overall volumes increased 1%, driven by a 17% increase in the retail channel, as strong sales of griddle products offset a 3% volume decline in foodservice. Despite flat volumes, net sales declined 5% for the in-store bakery channel driven by lower net selling prices, as strong cookie volumes offset lower volumes for bread and frozen dough.

Segment operating profit increased $11.7 million, or 17%, to $80.8 million in fiscal 2010, boosting segment profit margins from 10% in fiscal 2009 to 12% in fiscal 2010. The profit improvement was fueled by lower raw material costs (notably grains and oils), increased retail volume (partially due to the Sepp’s acquisition), and favorable Canadian foreign exchange rates. These positive effects were partially offset by higher production costs as a result of overtime incurred to meet the increased demand for griddle products, and lower net selling prices.

Pasta

The Pasta segment consists of American Italian Pasta Company (AIPC), which Ralcorp acquired on July 27, 2010. Net sales in fiscal 2011 were up $476.0 million from last year primarily as a result of ten additional months of results in the current year. Comparing only the corresponding two-month periods of each year, base-business net sales increased 13% due to higher net selling prices (in response to rising raw material costs) which more than offset a 4% base-business volume decline. Retail sales volume was down 3% due to declines in domestic and international private-brand products as well as branded products. Last year, AIPC exited certain geographic markets where the brands were underperforming the market and shifted focus to private-brand products. Institutional volumes declined 8%, primarily as a result of lower ingredient sales (which have a significantly lower margin than other sales categories). For the full year ended September 30, 2011 compared to the full year ended September 30, 2010 (including the pre-acquisition period), net sales were up 2% despite 3% lower volumes due to improved net selling prices.

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Segment profit was up $104.5 million, primarily due to the additional ten months of results in the current year compared to the prior year. For the comparable two-month periods of each year, base-business segment profit increased 20% driven by improved net selling prices (compensating for increased raw material costs), lower freight costs, and lower manufacturing costs, partially offset by significantly higher raw material costs (primarily durum and semolina wheat).

LIQUIDITY AND CAPITAL RESOURCES

Historically, we have funded operating needs by generating positive cash flows through operations. We expect to continue generating operating cash flows through our mix of businesses and expect that short-term and long-term liquidity requirements will be met through a combination of operating cash flows and strategic use of borrowings under committed and uncommitted credit arrangements. To help ensure sufficient liquidity, we continue to monitor market events and the financial institutions associated with our credit facilities, including monitoring credit ratings and outlooks, capital raising and merger activity. The following tables show recent cash flow and capitalization data, which is discussed below.

	Year Ended September 30,
	2011			2010			2009
(dollars in millions)
Cash provided by operating activities	$	505.7		$	301.9		$	326.7
Cash used by investing activities		(138.8	)		(1,438.4	)		(90.2	)
Cash (used) provided by financing activities		(344.5	)		881.5			29.9
Effect of exchange rate changes on cash		(1.7	)		1.5			2.3
Net increase (decrease) in cash and cash equivalents	$	20.7		$	(253.5	)	$	268.7
	September 30,
	2011			2010			2009
(dollars in millions)
Cash and cash equivalents	$	50.0		$	29.3		$	282.8
Current portion of long-term debt		30.7			173.2			45.6
Working capital excluding cash and current debt		303.5			393.8			238.0
Long-term debt excluding current portion		2,172.5			2,464.9			1,611.4
Total shareholders’ equity		2,619.2			2,829.2			2,705.6

Capital resources remained strong at September 30, 2011, with a long-term debt to total capital (which is the total of long-term debt and total shareholders’ equity) ratio of 45%, compared to 47% for September 30, 2010. Cash on hand increased from the end of fiscal 2010, while the current portion of long-term debt decreased significantly as we repaid the majority of short-term borrowings made during the fourth quarter of 2010. Working capital excluding cash and cash equivalents and the current portion of long-term debt decreased from September 30, 2010 to September 30, 2011, primarily as a result of a $105.0 million increase in notes payable under our accounts receivable securitization program (see Note 11 in Item 8), a $50.5 million increase in hedging-related liabilities, and an $7.4 million decrease in our income taxes receivable, partially offset by an increase in inventories ($65.6 million) and the effects of the timing of payments and sales.

Operating Activities

2011 Compared to 2010

The increase in net cash provided by operating activities for the year ended September 30, 2011 is primarily attributable to higher segment operating profit before depreciation and amortization expense. Operating cash flows were also positively impacted by a reduction in merger and integration costs (approximately $30 million), an $18.6 million deferred gain on an interest rate swap settlement, a $29.1 million reduction in interest payments, $13.6 million payment in 2010 to Kraft, a $10 million decrease in pension contributions, and a favorable $38.6 million change in cash flows related to income taxes, partially offset by higher inventory levels (net of accounts payable). We made a $20.0 million contribution to our qualified pension plan in 2011 compared to $30.0 million in 2010. As a result of a $677.2 million increase in our weighted average outstanding borrowings, we paid $136.3 million of interest in 2011 compared to $107.2 million in 2010.

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2010 Compared to 2009

The decrease in net cash provided by operating activities for the year ended September 30, 2010 is primarily attributable to the increases in working capital excluding cash and current debt (excluding the effects of business acquisitions), the amount of pension contributions, and incremental interest payments, partially offset by an increase in total segment profit before depreciation and amortization expense. We made a $30.0 million contribution to our qualified pension plan in 2010 compared to $5.0 million in 2009. As a result of increased debt (discussed below), we paid $107.2 million of interest in 2010 compared to $98.7 million in 2009. The factors contributing to our improved total segment profit are discussed in “Segment Results” above.

Investing Activities

Net cash paid for business acquisitions totaled zero in fiscal 2011, $1.3 billion in fiscal 2010 (J.T. Bakeries, North American Baking, Sepp’s Gourmet Foods, and AIPC), and $55 million in fiscal 2009 (Harvest Manor). While the fiscal 2010 transactions were largely financed with debt (see “Financing Activities” below), more than $100 million was funded with cash on hand. See Note 3 in Item 8 for more information about these acquisitions.

Capital expenditures were $141.1 million, $128.9 million, and $115.0 million in fiscal years 2011, 2010, and 2009, respectively. Expenditures in these three years included information systems projects and special projects at the recently acquired businesses, as well as systems conversion costs for some of our other businesses. Capital expenditures for fiscal 2012 are expected to be $265-$275 million (including maintenance expenditures of approximately $45 million). As discussed below, we have adequate capacity under current borrowing arrangements, in addition to cash on hand, to meet these cash needs.

During 2009, we sold 2,692,443 shares of Vail common stock and received proceeds of $82.4 million. As of September 30, 2009, we no longer owned any shares of Vail common stock.

Financing Activities

On May 28, 2009, we issued Fixed Rate Senior Notes, Series 2009A and Series 2009B, totaling $100 million, with $50 million due in 2019 and $50 million due in 2021. On August 14, 2009, we issued Fixed Rate Senior Notes totaling $300 million due in 2039. On July 26, 2010, we issued Fixed Rate Senior Notes totaling $300 million due in 2020 and Fixed Rate Senior Notes totaling $150 million due in 2039. On July 27, 2010, we entered into a $500 million credit facility maturing in 2015 and drew the full amount. In December 2010, we entered into uncommitted credit arrangements with banks totaling $150 million and expiring in December 2011. Total remaining availability under our $300 million revolving credit agreement and our $150 million uncommitted credit arrangements was $430.1 million at September 30, 2011.

In December 2009, $29.0 million of Series B and $10.7 million of Series D were repaid as scheduled. In fiscal 2010, $29 million of Series B, $10.7 million of Series D, and the entire $5.6 million IRB were repaid as scheduled, and the remaining $50 million of Series G was repaid prior to its maturity date of February 2011. In fiscal 2011, we repaid the final $29 million of Series B, $10.7 million of Series D, and $10 million of the term loan component of the new $500 million credit facility. In fiscal 2012, we must repay another $10.7 million of Series D, and $20 million of the term loan component of the new $500 million credit facility.

The $450 million of Senior Notes maturing in 2039 and the $300 million of Senior Notes maturing in 2020 do not contain financial covenants. All of our other notes provide that, if we elect to pay additional interest, our ratio of total debt to pro forma adjusted EBITDA (as defined in the debt agreements) may exceed the 3.5 to 1 limit, but be no greater than 4 to 1, for a period not to exceed 12 consecutive months. Covenants in our 2010 revolving credit agreement require that this ratio not exceed 3.75 to 1. As of September 30, 2011, this leverage ratio was approximately 3.0 to 1, and we were also in compliance with all other covenants for all of our debt. Our long-term goal is a leverage ratio of between 2.5 and 3 times.

Supplementing our available borrowing capacity, under the agreement described under “Off-Balance Sheet Financing” below, we could choose to sell up to $135 million of ownership interests in accounts receivable, but we had sold only $105.0 million of such interests as of September 30, 2011. To date, we have not experienced a disruption in the market for our secured receivables-based financing. In the event of such disruption, we presently have sufficient borrowing capacity under our committed revolving credit agreement.

In fiscal 2010, we repurchased two million shares of Ralcorp stock for $115.5 million, and the Board of Directors has authorized us to repurchase up to five million additional shares. In fiscal 2011, 12,248 shares were forfeited back to the Company in satisfaction of required taxes to be withheld by federal, state, and local governments in connection with the vesting of employee restricted stock awards.

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In July 2011, the Company announced that its board of directors has agreed in principle to separate Post Holdings, Inc., an entity that will own Post branded ready-to-eat cereal products business, from other businesses in a tax-free spin-off to shareholders. The separation plan is subject to final approval by the board of directors, other customary approvals, and the receipt of an IRS tax ruling. At or prior to this spin-off in fiscal 2012, we expect Post to issue debt of approximately $950 million, with cash proceeds of approximately $900 million going to Ralcorp. We expect to use that cash for debt repayment and other general corporate purposes. Following the separation, the Company will own no more than 20% of Post’s common stock for a limited period of time and also provide administrative support to Post through a transition services agreement.

Off-Balance Sheet Financing

As an additional source of liquidity, on September 24, 2001, Ralcorp entered into an agreement to sell, on an ongoing basis, all of its trade accounts receivable to a wholly owned, bankruptcy-remote subsidiary called Ralcorp Receivables Corporation (RRC). RRC entered into a related arrangement giving it the ability to sell undivided percentage ownership interests in qualifying receivables to a bank commercial paper conduit (the Conduit). As of September 30, 2011, the accounts receivable of Medallion, Western Waffles, Bloomfield Bakers, Post Foods Canada, J.T. Bakeries, North American Baking, Sepp’s Gourmet Foods, and AIPC businesses had not been incorporated into the sale agreement and were not being sold to RRC. In November 2010, Post Foods (U.S.), Cottage Bakery, and Harvest Manor were added to the agreement and the maximum amount that RRC can sell to the Conduit was increased from $75 million to $135 million. Covenants in the agreement include requirements that “EBIT” be at least three times “Consolidated Interest Expense”, and that “Total Debt” not exceed 3.75 times “Adjusted EBITDA” (each term as defined in the agreement). RRC’s only business activities relate to acquiring and selling interests in Ralcorp’s receivables. Upon the agreement’s termination, the Conduit would be entitled to all cash collections on RRC’s accounts receivable until its purchased interest has been repaid. The agreement is renegotiated and extended periodically (generally on an annual basis) and will terminate in May 2012, unless again extended.

Through September 30, 2010, the trade receivables sale arrangement with RRC represented “off-balance sheet financing” since the sale resulted in assets being removed from our balance sheet rather than resulting in a liability to the Conduit. The organizational documents of RRC and the terms of the agreements governing the receivables sale transactions made RRC a “qualifying special purpose entity.” As such, it was not to be consolidated in Ralcorp’s financial statements under generally accepted accounting principles. Furthermore, the “true sale” nature of the arrangement required Ralcorp to account for RRC’s transactions with the Conduit as a sale of accounts receivable instead of reflecting the Conduit’s net investment as debt with a pledge of accounts receivable as collateral. As a result of ASUs 2009-16 and 2009-17, which were effective for Ralcorp as of October 1, 2010, the financial statement presentation of the receivables sale arrangement has changed such that it no longer represents “off-balance sheet financing.” Beginning in fiscal 2011, the outstanding balance of receivables remained on Ralcorp’s balance sheet, proceeds received from the Conduit ($105 million and zero as of September 30, 2011 and 2010, respectively) were shown as short-term debt, and there was no investment in RRC. See further discussion in Note 2 and Note 11 in Item 8.

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Contractual Obligations

In the normal course of business, we enter into contracts and commitments which obligate us to make payments in the future. The table below sets forth our significant future obligations by time period as of September 30, 2011.

	Total		Less Than 1 Year		1-3 Years		3-5 Years		More Than 5 Years
(dollars in million)
Long-term debt obligations (a)	$	3,699.5	$	159.7	$	441.8	$	496.3	$	2,601.7
Operating lease obligations (b)		86.7		15.9		22.9		18.7		29.2
Purchase obligations (c)		781.2		696.9		81.6		1.6		1.1
Deferred compensation obligations (d)		40.4		13.5		12.4		4.8		9.7
Benefit obligations (e)		404.1		13.7		29.5		34.9		326.0
Unrecognized tax benefits (f)		5.6		.9		4.7		—		—
Total	$	5,017.5	$	900.6	$	592.9	$	556.3	$	2,967.7

(a) Long-term debt obligations include principal payments and interest payments based on interest rates at September 30, 2011. See Note 15 in Item 8 for details.

(b) Operating lease obligations consist of minimum rental payments under noncancelable operating leases, as shown in Note 16 in Item 8.

(c) Purchase obligations are legally binding agreements to purchase goods or services that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction.

(d) Deferred compensation obligations have been allocated to time periods based on existing payment plans for terminated employees and the estimated timing of distributions to current employees based on age.

(e) Benefit obligations consist of future payments related to pension and other postretirement benefits as estimated by an actuarial valuation.

(f) Unrecognized tax benefits for uncertain tax positions and related accrued interest have been allocated to time periods based on the estimated timing of resolution with the taxing authority.

INFLATION

While we recognize that inflationary pressures have had an adverse effect on the Company through higher raw material and fuel costs, as discussed above, it is our view that inflation has not had a material adverse impact on operations in the three years ended September 30, 2011, but could have a material impact in the future if inflation rates were to significantly exceed our ability to achieve price increases.

CURRENCY

Certain sales and costs of our Canadian and Italian operations are denominated in Canadian dollars and Euros, respectively. Consequently, profits from these businesses have been, and can continue to be, impacted by fluctuations in the value of these currencies relative to U.S. dollars. When practical, we use various types of currency hedges to reduce the economic impact of currency fluctuations.

OUTLOOK

Our strategy is to continue to grow by capitalizing on opportunities in the food business including private-brand food products and other regional and value-brand food products in the grocery, mass merchandise, drugstore and foodservice channels. In the past few years, we have taken substantial steps to reshape our business and achieve sufficient scale in the categories in which we operate. We expect to continue to improve through volume and profit growth of existing businesses, as well as through acquisitions or strategic alliances. We will continue to explore those acquisition opportunities that strategically fit with our intention to be a leading provider of high value private brand foods, such as the October 3, 2011 acquisition of the North American private brand refrigerated dough business of Sara Lee Corp. The following paragraphs discuss significant trends that we believe will impact future results.

On July 14, 2011, we announced that our Board of Directors agreed in principle to separate Ralcorp and Post Foods (the Branded Cereal Products segment) in a tax-free spin-off to Ralcorp shareholders. We expect to complete the separation in the first half of fiscal 2012, pending the receipt of an Internal Revenue Service tax ruling and opinion of legal counsel and satisfaction of other customary conditions. Though we will receive cash in the transaction, the Company will no longer benefit from the cash flows of Post’s operations thereafter.

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As previously mentioned, in October 2011, we completed the acquisition of the North American private brand refrigerated dough business from Sara Lee Corp. Results for this business will be included within our Frozen Bakery Products segment from the date of acquisition. We currently expect that the refrigerated dough business will add approximately $340 in net sales to our consolidated fiscal 2012 results and will increase diluted earnings per share for fiscal 2012 by approximately $.30, including synergies but before one-time transition costs.

We purchase significant quantities of certain ingredients (e.g., wheat flour, durum wheat for pasta, soybean oil, corn syrup and sweeteners, peanuts and various tree nuts, other grain products, cocoa, fruits), packaging materials (e.g., resin, glass, paper products), energy (e.g., natural gas), and transportation services (which include surcharges based on the price of diesel fuel). The costs of some of these items, notably wheat, durum wheat, corn products, cashews, peanuts, sugar, and packaging materials have increased significantly compared to values realized in fiscal 2010. For fiscal 2012, we currently expect the net year-over-year increase in unit costs for ingredients and packaging will result in a 10-12% increase in cost of goods sold. Excluding durum wheat and snack nuts, we expect this increase will be 5-6% after the effects of hedging and forward purchase contracts. To offset the impact of these significant cost increases, we expect to take additional actions, including aggressively reducing costs through ongoing continuous improvement and other initiatives and increasing prices when justified. The timing of these pricing actions and acceptance by our customers is expected to lag our cost increases, particularly in the first quarter of fiscal 2012.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The following discussion is presented pursuant to the United States Securities and Exchange Commission’s Financial Reporting Release No. 60, “Cautionary Advice Regarding Disclosure About Critical Accounting Policies.” The policies below are both important to the representation of the Company’s financial condition and results and require management’s most difficult, subjective or complex judgments.

Under generally accepted accounting principles in the United States, we make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues, and expenses as well as the disclosure of contingent liabilities. We base estimates on past experience and on various other assumptions that are believed to be reasonable under the circumstances. Those estimates form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Revenue is recognized when title of goods is transferred to the customer, as specified by the shipping terms. Net sales reflect gross sales, including amounts billed to customers for shipping and handling, less sales discounts and allowances (including promotional price buy downs and new item promotional funding). Products are generally sold with no right of return except in the case of goods which do not meet product specifications or are damaged. If additional rights of return are granted, revenue recognition is deferred. We record estimated reductions to revenue for customer incentive offerings based upon specific program offerings and each customer’s redemption history. If specific program volumes exceed planned amounts or a greater proportion of customers redeem incentives than estimated, additional reductions to revenue may be required.

Inventories are generally valued at the lower of average cost (determined on a first-in, first-out basis) or market value and have been reduced by an allowance for obsolete product and packaging materials. The estimated allowance is based on a review of inventories on hand compared to estimated future usage and sales. If market conditions and actual demands are less favorable than projected, additional inventory write-downs may be required.

We review long-lived assets, including leasehold improvements, property and equipment, and amortized intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Long-lived assets to be disposed of are reported at the lower of the carrying amount or fair value less the cost to sell.

Trademarks with indefinite lives are reviewed for impairment during the fourth quarter of each fiscal year following the annual forecasting process, or more frequently if facts and circumstances indicate the trademark may be impaired. The trademark impairment tests require us to estimate the fair value of the trademark and compare it to its carrying value. The estimated fair value is determined using an income-based approach (the relief-from-royalty method), which requires significant assumptions for each brand, including estimates regarding future revenue growth, discount rates, and appropriate royalty rates. In our recent tests, we assumed discount rates ranging from 9% to 10% and royalty rates ranging from 0% to 8% based on consideration of several factors for each brand, including profit levels, research of external royalty rates by third party experts, and the relative importance of each brand to the Company. Revenue growth assumptions are based on historical trends and management’s expectations for future growth by brand. The discount rate is based on industry market data of similar companies, and includes factors such as the weighted average cost of capital, internal rate of return, and weighted average return on assets. The failure in the future to achieve revenue growth rates, an increase in the discount rate, or a significant change in the trademark profitability and corresponding royalty rate assumed would likely result in the recognition of a trademark impairment loss.

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In June 2011, a trademark impairment loss of $32.1 million was recognized related to the Post Shredded Wheat and Grape-Nuts trademarks based on reassessments triggered by the announced separation of Post from Ralcorp. The trademark impairment was due to reductions in anticipated future sales as a result of competition, lack of consumer response to advertising and promotions for these brands, and further reallocations of advertising and promotion expenditures to higher-return brands. These factors, particularly the lower than expected revenues during 2011 and further declines in market share, led us to lower royalty rates for both the Shredded Wheat and Grape-Nuts brands as well as further reduce future sales growth rates, resulting in a partial impairment of both brands.

Based upon a preliminary review of the Post business conducted by the newly appointed Post management team in October, sales declines in the fourth quarter and continuing into October, and weakness in the branded ready-to-eat cereal category and the broader economy, management determined that additional strategic steps were needed to stabilize the business and the competitive position of its brands. The impact of these steps was a reduction of expected net sales growth rates and profitability of certain brands in the near term. Consequently, an additional trademark impairment loss of $106.6 million was recognized in the quarter ended September 30, 2011, primarily related to the Honey Bunches of Oats, Post Selects, and Post trademarks. Holding all other assumptions constant, if the discount rate had been one-quarter percentage point higher, if the sales growth rates for each period had been one-quarter percentage point lower, or if the royalty rates had been one-quarter percentage point lower, the impairment of all indefinite-lived trademarks at September 30, 2011 would have been $22 million to $53 million higher. Excluding the five brands with related impairment charges in September 2011, each of our other material indefinite-lived trademarks had estimated fair values which exceeded their carrying values by at least 10% with the exception of the Grape-Nuts trademark which had an estimated fair value approximately equal to its carrying value.

As noted above, assessing the fair value of indefinite lived trademarks for our Branded Cereal Products segment includes, among other things, making key assumptions for estimating revenue growth rates and profitability (and corresponding royalty rates) by brand. These assumptions are subject to a high degree of judgment and complexity. We make every effort to estimate revenue growth rates and profitability by brand as accurately as possible with the information available at the time the forecast is developed. However, changes in the assumptions and estimates may affect the estimated fair value of the individual trademark, and could result in additional impairment charges in future periods. Factors that have the potential to create variances in the estimated fair value of each trademark include but are not limited to (i) fluctuations in forecasted sales volumes, which can be driven by multiple external factors affecting demand, including macroeconomic factors, competitive dynamics in the ready-to-eat cereal category, changes in consumer preferences, and consumer responsiveness to our promotional and advertising activities; (ii) product costs, particularly commodities such as wheat, corn, rice, sugar, nuts, oats, corrugated packaging and diesel, and other production costs which could negatively impact profitability and corresponding royalty rate; and (iii) interest rate fluctuations and the overall impact of these changes on the appropriate discount rate.

Goodwill represents the excess of the cost of acquired businesses over the fair market value of their identifiable net assets. In the fourth quarter of fiscal 2011, we early adopted ASU No. 2011-8 “Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment.” We conduct a goodwill impairment qualitative assessment during the fourth quarter of each fiscal year following the annual forecasting process, or more frequently if facts and circumstances indicate that goodwill may be impaired. The goodwill impairment qualitative assessment requires us to perform an assessment for each reporting unit to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The qualitative assessment considers various factors for each reporting unit, including the macroeconomic environment, industry and market specific conditions, financial performance, cost impacts, and issues or events specific to the reporting unit. If adverse qualitative trends are identified that could negatively impact the fair value of the business, we perform a “step one” goodwill impairment test. The “step one” goodwill impairment test requires us to estimate the fair value of our businesses and certain assets and liabilities. The estimated fair value was determined using a combined income and market approach with a greater weighting on the income approach (75% of the calculation). The income approach is based on discounted future cash flows and requires significant assumptions, including estimates regarding future revenue, profitability, and capital requirements. The market approach (25% of the calculation) is based on a market multiple (EBITDA and revenue or just EBITDA, which stands for earnings before interest, income taxes, depreciation, and amortization) and requires an estimate of appropriate multiples for each reporting unit based on market data.

As a result of the announcement on July 14, 2011 that the board of directors had approved an agreement in principal to separate Post Foods and Ralcorp in a tax-free spin-off to Ralcorp shareholders, we initiated and completed impairment tests on Post intangible assets earlier than our normal (fourth quarter) annual testing process would require and prior to filing our third quarter Form 10-Q. While two Post trademarks were impaired as a result of a reduction in revenue growth rates for those brands as described above, goodwill of our Post Foods reporting unit was not impaired because its estimated fair value exceeded its carrying value by approximately 5%.

In late September and October 2011, a new management team was named at Post (including William Stiritz as Chief Executive Officer, Robert Vitale as Chief Financial Officer, and James Holbrook as Executive Vice President of Marketing) in advance of the anticipated spin-off of the business from Ralcorp. The new management team conducted an extensive business review of Post during this time.

The revised business outlook of the new Post management team (as described in the discussion of the trademark impairment loss for the quarter ended September 30, 2011, above) triggered an additional “step one” goodwill impairment analysis. Because Post’s carrying value was determined to be in excess of its fair value in our step one analysis, we were required to perform “step two” of the impairment analysis to determine the amount of goodwill impairment to be recorded. The amount of the impairment is calculated by comparing the implied fair value of the goodwill to its carrying amount, which requires us to allocate the fair value determined in the step one analysis to the individual assets and liabilities of the reporting unit. Any remaining fair value would represent the implied fair value of goodwill on the testing date. Based on the step two analysis, we recorded a pre-tax, non-cash impairment charge of $364.8 million to reduce the carrying value of goodwill.

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As of September 30, 2011, the fair value of all reporting units except Post Foods (the Branded Cereal Products segment) exceeded their carrying value by a significant amount based on the most recent step one impairment analysis completed. The Branded Cereal Products segment had a revised goodwill balance of $1,429.2 million. For the calculation of fair value of the Post Foods reporting unit, we assumed future revenue growth rates ranging from 0.6% to 3.3% with a long-term (terminal) growth rate of 3% and applied a discount rate of 8.5% to cash flows. Revenue growth assumptions (along with profitability and cash flow assumptions) were based on historical trends for the reporting unit and management’s expectations for future growth. The discount rate was based on industry market data of similar companies, and included factors such as the weighted average cost of capital, internal rate of return, and weighted average return on assets. For the market approach, we used a weighted average multiple of 10.0 and 8.5 times projected fiscal 2012 and 2013 EBITDA, respectively, and a multiple of 2.4 and 2.0 times projected fiscal 2012 and 2013 revenue, respectively, based on industry market data. An unfavorable change in forecasted operating results and cash flows, an increase in discount rates based on changes in cost of capital (interest rates, etc.), or a decline in industry market EBITDA and revenue multiples may reduce the estimated fair value below the new carrying value and would likely result in the recognition of an additional goodwill impairment loss. Holding all other assumptions constant, if the net sales growth rate for all future years had been one-quarter percentage point lower or the discount rate had been one-quarter percentage point higher, the goodwill impairment charge at September 30, 2011 would have been $76 million to $122 million higher, or if the EBITDA multiple for 2012 and 2013 had been 0.5 times lower or if the revenue multiple for 2012 and 2013 had been 0.2 times lower, the impairment would have been $15 million to $24 million higher.

As noted above, assessing the fair value of goodwill for our Post Foods reporting unit includes, among other things, making key assumptions for estimating future cash flows and appropriate industry market multiples (both EBITDA and revenue). These assumptions are subject to a high degree of judgment and complexity. We make every effort to estimate future cash flows as accurately as possible with the information available at the time the forecast is developed. However, changes in the assumptions and estimates may affect the estimated fair value of goodwill, and could result in additional impairment charges in future periods. Factors that have the potential to create variances in the estimated fair value of goodwill include but are not limited to (i) fluctuations in forecasted sales volumes, which can be driven by multiple external factors affecting demand, including macroeconomic factors, competitive dynamics in the ready-to-eat cereal category, and changes in consumer preferences, (ii) consumer responsiveness to our promotional and advertising activities; (iii) product costs, particularly commodities such as wheat, corn, rice, sugar, nuts, oats, corrugated packaging and diesel, and other production costs which could negatively impact profitability; (iv) interest rate fluctuations and the overall impact of these changes on the appropriate discount rate; and (v) changes in industry and market multiples of EBITDA and revenue.

Pension assets and liabilities are determined on an actuarial basis and are affected by the estimated market-related value of plan assets; estimates of the expected return on plan assets, discount rates, and future salary increases; and other assumptions inherent in these valuations. We annually review the assumptions underlying the actuarial calculations and make changes to these assumptions, based on current market conditions and historical trends, as necessary. Actual changes in the fair market value of plan assets and differences between the actual return on plan assets and the expected return on plan assets will affect the amount of pension expense or income ultimately recognized. The other postretirement benefits liability is also determined on an actuarial basis and is affected by assumptions including the discount rate and expected trends in healthcare costs. Changes in the discount rate and differences between actual and expected healthcare costs will affect the recorded amount of other postretirement benefits expense. For both pensions and postretirement benefit calculations, the assumed discount rate is determined by projecting the plans’ expected future benefit payments as defined for the projected benefit obligation or accumulated postretirement benefit obligation, discounting those expected payments using a theoretical zero-coupon spot yield curve derived from a universe of high-quality (rated Aa or better by Moody’s Investor Service) corporate bonds as of the measurement date, and solving for the single equivalent discount rate that results in the same present value. A 1% decrease in the assumed discount rate (from 5.4% to 4.4%) would have increased the recorded benefit obligations at September 30, 2011 by approximately $41 million for pensions and approximately $24 million for other postretirement benefits. The expected return on plan assets was determined based on historical and expected future returns of the various asset classes, using the target allocations of the plans. A 1% decrease in the assumed return on plan assets (from 8.75% to 7.75%) would have increased the net periodic benefit cost for the pension plans by approximately $4 million. See Note 17 in Item 8 for more information about pension and other postretirement benefit assumptions.

Stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the vesting period for awards expected to vest. Determining the fair value of share-based awards at the grant date requires judgment, including estimating the expected term, expected stock price volatility, risk-free interest rate, and expected dividends. In addition, judgment is required in estimating the amount of share-based awards that are expected to be forfeited before vesting. For equity awards, the original estimate of the grant date fair value is not subsequently revised unless the awards are modified, but the estimate of expected forfeitures is revised throughout the vesting period and the cumulative stock-based compensation cost recognized is adjusted accordingly. For liability awards, the fair value is remeasured at the end of each reporting period. See Note 19 in Item 8 for more information about stock-based compensation and our related estimates.

Until June 2009, we accounted for our investment in Vail Resorts, Inc using the equity method of accounting because Ralcorp had significant influence. When the forward sale contracts related to shares of Vail common stock were settled in June 2009, we no longer had significant influence and accounted for our investment as available for sale securities until September 2009, when all shares had been sold. Until the forward sale contracts were settled, they were marked to fair value based on the Black-Scholes valuation model and any gains or losses on the contracts were immediately recognized in earnings. Key assumptions used in the valuation included the Vail stock price, expected stock price volatility, and the risk-free interest rate. See Note 6 and Note 7 in Item 8 for more information about the investment in Vail and Vail forward sale contracts.

We estimate income tax expense based on taxes in each jurisdiction. We estimate current tax exposures together with temporary differences resulting from differing treatment of items for tax and financial reporting purposes. These temporary differences result in deferred tax assets and liabilities. We believe that sufficient income

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will be generated in the future to realize the benefit of most of our deferred tax assets. Where there is not sufficient evidence that such income is likely to be generated, we establish a valuation allowance against the related deferred tax assets. We are subject to periodic audits by governmental tax authorities of our income tax returns. These audits generally include questions regarding our tax filing positions, including the amount and timing of deductions and the allocation of income among various tax jurisdictions. We evaluate our exposures associated with our tax filing positions, including state and local taxes, and record reserves for estimated exposures. As of the end of fiscal 2011, four years (2008, 2009, 2010, and 2011, which is not yet filed) were subject to audit by the Internal Revenue Service, two to six years were subject to audit by various state and local taxing authorities, and six years (2006, 2007, 2008, 2009, 2010, and 2011, which is not yet filed) were subject to audit by the Canadian Revenue Agency and certain other foreign taxing authorities. See Note 5 for more information about estimates affecting income taxes.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Commodity Price Risk

In the ordinary course of business, the Company is exposed to commodity price risks relating to the acquisition of raw materials and fuels. Ralcorp utilizes derivative financial instruments, including futures contracts, options and swaps, to manage certain of these exposures when it is practical to do so. As of September 30, 2011, a hypothetical 10% adverse change in the market price of the Company’s principal hedged commodities, including natural gas, linerboard, heating oil, soybean oil, corn and wheat, would have decreased the fair value of the Company’s commodity-related derivatives portfolio by approximately $14.0 million. As of September 30, 2010, a hypothetical 10% adverse change in the market price of the Company’s principal hedged commodities, including natural gas, linerboard, heating oil, soybean oil, corn and wheat, would have decreased the fair value of the Company’s commodity-related derivatives portfolio by approximately $5.5 million. This volatility analysis ignores changes in the exposures inherent in the underlying hedged transactions. Because the Company does not hold or trade derivatives for speculation or profit, all changes in derivative values are effectively offset by corresponding changes in the underlying exposures. For more information, see Note 1 and Note 13 to the financial statements included in Item 8.

Interest Rate Risk

The Company has interest rate risk related to its debt. Changes in interest rates impact fixed and variable rate debt differently. For fixed rate debt, a change in interest rates will only impact the fair value of the debt, whereas a change in the interest rates on variable rate debt will impact interest expense and cash flows. At September 30, 2011, Ralcorp’s financing arrangements included $1,970.2 million of fixed rate debt and $229.9 million of variable rate debt.

As of September 30, 2011 and 2010, the fair value of the Company’s fixed rate debt was approximately $2070.1 million and $2,399.5 million, respectively, based on the discounted amount of future cash flows using Ralcorp’s incremental rate of borrowing for similar debt. A hypothetical 10% decrease in interest rates would have increased the fair value of the fixed rate debt by approximately $92.2 million and $89.3 million at September 30, 2011 and 2010, respectively. With respect to variable rate debt, a hypothetical 10% change in interest rates would not have had a material impact on the Company’s reported net earnings or cash flows in fiscal 2011 or 2010.

For more information, see Note 1, Note 13, and Note 15 to the financial statements included in Item 8.

Foreign Currency Risk

The Company has foreign currency exchange rate risk related to its foreign subsidiaries, whose functional currencies are the Canadian dollar or the Euro. The Company uses foreign exchange forward contracts to hedge the risk of fluctuations in future cash flows and earnings related to fluctuations in the exchange rate between the Canadian dollar and U.S. dollar. A hedging offset is accomplished because the gain or loss on the forward contracts occurs on or near the date of the anticipated hedged transactions. As of September 30, 2011, the Company held foreign exchange forward contracts with a total notional amount of $83.3 million and a fair value of negative $4.2 million. A hypothetical 10% increase in the expected CAD-USD exchange rates would have reduced that fair value by $7.1 million. As of September 30, 2010, the Company held foreign exchange forward contracts with a total notional amount of $69.5 million and a fair value of $1.4 million. A hypothetical 10% increase in the expected CAD-USD exchange rates would have reduced that fair value by $6.6 million. For more information, see Note 1 and Note 13 to the financial statements included in Item 8.

41

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF MANAGEMENT RESPONSIBILITIES

Management of Ralcorp Holdings, Inc. is responsible for the fairness and accuracy of the consolidated financial statements. The statements have been prepared in accordance with accounting principles generally accepted in the United States, and in the opinion of management, the financial statements present fairly the Company’s financial position, results of operations and cash flows.

Management has established and maintains accounting and internal control systems that it believes are adequate to provide reasonable assurance that assets are safeguarded against loss from unauthorized use or disposition and that the financial records are reliable for preparing financial statements. The selection and training of qualified personnel, the establishment and communication of accounting and administrative policies and procedures and our Standards of Business Conduct for Officers and Employees are important elements of these control systems. We maintain a strong internal audit program that independently evaluates the adequacy and effectiveness of internal controls. Appropriate actions are taken by management to correct any control weaknesses identified in the audit process.

The Board of Directors, through its Audit Committee consisting solely of independent directors, meets periodically with management and the independent registered public accounting firm to discuss internal control, auditing and financial reporting matters. To ensure independence, PricewaterhouseCoopers LLP has direct access to the Audit Committee.

The Audit Committee reviewed and approved the Company’s annual financial statements and recommended to the full Board of Directors that they be included in the Annual Report.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of Ralcorp Holdings, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934. Under the supervision and with the participation of management, including the Co-Chief Executive Officers and Chief Accounting Officer, we conducted an evaluation of the effectiveness of our internal controls over financial reporting based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the evaluation under this framework, management concluded that our internal control over financial reporting was effective as of September 30, 2011 at the reasonable assurance level. The effectiveness of our internal control over financial reporting as of September 30, 2011 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report (on the following page).

/s/ KEVIN J. HUNT	/s/ DAVID P. SKARIE	/s/ THOMAS G. GRANNEMAN
Kevin J. Hunt	David P. Skarie	Thomas G. Granneman
Co-Chief Executive Officer	Co-Chief Executive Officer	Chief Accounting Officer

December 14, 2011

42

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Ralcorp Holdings, Inc.:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of cash flows, and of shareholders’ equity present fairly, in all material respects, the financial position of Ralcorp Holdings, Inc. and its subsidiaries at September 30, 2011 and 2010, and the results of their operations and their cash flows for each of the three years in the period ended September 30, 2011 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2011, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for the sale of its accounts receivable in 2011.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PRICEWATERHOUSECOOPERS LLP

St. Louis, MO

December 14, 2011

43

RALCORP HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

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

	Year Ended September 30,
	2011			2010			2009
Net Sales	$	4,741.0		$	4,048.5		$	3,891.9
Cost of goods sold		(3,498.2	)		(2,971.6	)		(2,834.1	)
Gross Profit		1,242.8			1,076.9			1,057.8
Selling, general and administrative expenses		(618.4	)		(528.1	)		(564.3	)
Amortization of intangible assets		(78.2	)		(49.3	)		(42.3	)
Impairment of intangible assets		(503.5	)		(39.9	)		—
Other operating expenses, net		(12.9	)		(37.7	)		(2.9	)
Operating Profit		29.8			421.9			448.3
Interest expense, net		(134.0	)		(107.8	)		(99.0	)
Gain on forward sale contracts		—			—			17.6
Gain on sale of securities		—			—			70.6
(Loss) Earnings before Income Taxes and Equity Earnings		(104.2	)		314.1			437.5
Income taxes		(83.0	)		(105.3	)		(156.9	)
(Loss) Earnings before Equity Earnings		(187.2	)		208.8			280.6
Equity in earnings of Vail Resorts, Inc., net of related income taxes		—			—			9.8
Net (Loss) Earnings	$	(187.2	)	$	208.8		$	290.4
Basic (Loss) Earnings per Share	$	(3.41	)	$	3.79		$	5.16
Diluted (Loss) Earnings per Share	$	(3.41	)	$	3.74		$	5.09
Weighted Average Shares for Basic Earnings per Share		54,812			54,933			56,166
Dilutive effect of:
Stock options		—			308			437
Restricted stock awards		—			192			207
Stock appreciation rights		—			189			151
Weighted Average Shares for Diluted Earnings per Share		54,812			55,622			56,961

See accompanying Notes to Consolidated Financial Statements.

44

RALCORP HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(In millions except share and per share data)

	September 30,
	2011			2010
Assets
Current Assets
Cash and cash equivalents	$	50.0		$	29.3
Marketable securities		8.2			10.0
Investment in Ralcorp Receivables Corporation		—			137.8
Receivables, net		410.4			233.4
Inventories		490.7			425.1
Deferred income taxes		19.6			10.6
Prepaid expenses and other current assets		15.8			30.8
Total Current Assets		994.7			877.0
Property, Net		1,195.3			1,219.0
Goodwill		2,590.1			2,945.7
Other Intangible Assets, Net		1,516.5			1,727.0
Other Assets		36.6			36.2
Total Assets	$	6,333.2		$	6,804.9
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts and notes payable	$	418.2		$	279.5
Other current liabilities		253.7			347.6
Total Current Liabilities		671.9			627.1
Long-term Debt		2,172.5			2,464.9
Deferred Income Taxes		635.6			685.1
Other Liabilities		234.0			198.6
Total Liabilities		3,714.0			3,975.7
Commitments and Contingencies
Shareholders’ Equity
Common stock, par value $.01 per share
Authorized: 300,000,000 shares
Issued: 63,476,635 shares		.6			.6
Additional paid-in capital		1,957.3			1,945.2
Common stock in treasury, at cost (8,291,667 and 8,547,923 shares, respectively)		(338.9	)		(348.8	)
Retained earnings		1,080.9			1,268.1
Accumulated other comprehensive loss		(80.7	)		(35.9	)
Total Shareholders’ Equity		2,619.2			2,829.2
Total Liabilities and Shareholders’ Equity	$	6,333.2		$	6,804.9

See accompanying Notes to Consolidated Financial Statements.

45

RALCORP HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

	Year Ended September 30,
	2011			2010			2009
Cash Flows from Operating Activities
Net (loss) earnings	$	(187.2	)	$	208.8		$	290.4
Adjustments to reconcile net (loss) earnings to net cash flow provided by operating activities:
Depreciation and amortization		226.5			166.8			144.7
Impairment of intangible assets		503.5			39.9			—
Stock-based compensation expense		16.4			17.9			13.4
Gain on forward sale contracts		—			—			(17.6	)
Gain on sale of securities		—			—			(70.6	)
Equity in earnings of Vail Resorts, Inc.		—			—			(15.4	)
Deferred income taxes		(48.9	)		(2.1	)		(40.3	)
Sale of receivables, net		—			—			(50.0	)
Contributions to qualified pension plan		(20.0	)		(30.0	)		(5.0	)
Other changes in current assets and liabilities, net of effects of business acquisitions:
(Increase) decrease in receivables		(34.6	)		(47.7	)		9.2
Change in due to/from Kraft Foods Inc.		—			(13.6	)		62.6
Increase in inventories		(66.6	)		(2.8	)		(9.8	)
(Increase) decrease in prepaid expenses and other current assets		11.9			(1.1	)		(2.2	)
Increase (decrease) in accounts payable and other current liabilities		96.1			(38.4	)		(19.6	)
Other, net		8.6			4.2			36.9
Net Cash Provided by Operating Activities		505.7			301.9			326.7
Cash Flows from Investing Activities
Business acquisitions, net of cash acquired		—			(1,312.0	)		(55.0	)
Additions to property and intangible assets		(141.1	)		(128.9	)		(115.0	)
Proceeds from sale of property		.5			.5			.1
Purchases of securities		(21.6	)		(22.8	)		(16.2	)
Proceeds from sale or maturity of securities		23.4			24.8			95.9
Net Cash Used by Investing Activities		(138.8	)		(1,438.4	)		(90.2	)
Cash Flows from Financing Activities
Proceeds from issuance of long-term debt		—			653.2			400.0
Repayments of long-term debt		(49.7	)		(95.3	)		(389.7	)
Net (repayments) borrowings under credit arrangements		(298.5	)		423.4			(22.1	)
Purchases of treasury stock		(1.5	)		(115.5	)		—
Proceeds and tax benefits from exercise of stock awards		13.5			9.4			15.2
Changes in book cash overdrafts		(8.2	)		6.5			27.8
Other, net		(.1	)		(.2	)		(1.3	)
Net Cash (Used) Provided by Financing Activities		(344.5	)		881.5			29.9
Effect of Exchange Rate Changes on Cash		(1.7	)		1.5			2.3
Net Increase (Decrease) in Cash and Cash Equivalents		20.7			(253.5	)		268.7
Cash and Cash Equivalents, Beginning of Year		29.3			282.8			14.1
Cash and Cash Equivalents, End of Year	$	50.0		$	29.3		$	282.8

See accompanying Notes to Consolidated Financial Statements.

46

RALCORP HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Dollars in millions, shares in thousands)

	Common Stock		Additional Paid-In Capital			Common Stock in Treasury			Retained Earnings			Accum.  Other Comprehensive Loss			Total
Balance, September 30, 2008	$	.6	$	1,919.6		$	(257.3	)	$	768.9		$	(20.3	)	$	2,411.5
Net earnings										290.4						290.4
Benefit plan adjustment, net of $14.5 tax benefit													(20.7	)		(20.7	)
Cash flow hedging adjustments, net of $.3 tax expense													3.2			3.2
Foreign currency translation adjustment													(3.1	)		(3.1	)
Comprehensive income																269.8
Activity under stock and deferred compensation plans (452 shares)				(.4	)		12.5									12.1
Stock-based compensation expense				12.2												12.2
Balance, September 30, 2009	$	.6	$	1,931.4		$	(244.8	)	$	1,059.3		$	(40.9	)	$	2,705.6
Net earnings										208.8						208.8
Benefit plan adjustment, net of $7.4 tax benefit													(12.0	)		(12.0	)
Cash flow hedging adjustments, net of $4.2 tax expense													4.6			4.6
Foreign currency translation adjustment													12.4			12.4
Comprehensive income																213.8
Purchases of treasury stock (2,000 shares)							(115.5	)								(115.5	)
Activity under stock and deferred compensation plans (291 shares)				(4.7	)		11.5									6.8
Stock-based compensation expense				18.5												18.5
Balance, September 30, 2010	$	.6	$	1,945.2		$	(348.8	)	$	1,268.1		$	(35.9	)	$	2,829.2
Net loss										(187.2	)					(187.2	)
Benefit plan adjustment, net of $13.4 tax benefit													(22.3	)		(22.3	)
Cash flow hedging adjustments, net of $10.9 tax benefit													(18.7	)		(18.7	)
Foreign currency translation adjustment													(3.8	)		(3.8	)
Comprehensive loss																(232.0	)
Purchases of treasury stock (15 shares)							(1.5	)								(1.5	)
Activity under stock and deferred compensation plans (272 shares)				(1.5	)		11.4									9.9
Stock-based compensation expense				13.6												13.6
Balance, September 30, 2011	$	.6	$	1,957.3		$	(338.9	)	$	1,080.9		$	(80.7	)	$	2,619.2

See accompanying Notes to Consolidated Financial Statements.

47

RALCORP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions except per share data)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation – The financial statements are presented on a consolidated basis and include the accounts of Ralcorp and its majority-owned subsidiaries, except Ralcorp Receivables Corporation prior to fiscal 2011 (see Note 11). All significant intercompany transactions have been eliminated. The Company’s investment in Vail Resorts, Inc. was presented on the equity basis through June 2009 (see Note 6).

Estimates – The financial statements have been prepared in conformity with generally accepted accounting principles, which require management to make estimates and assumptions that affect reported amounts and disclosures. Actual results could differ from those estimates and assumptions.

Cash Equivalents include all highly liquid investments with original maturities of less than three months.

Receivables are reported at net realizable value. This value includes appropriate allowances for doubtful accounts, cash discounts, and other amounts which the Company does not ultimately expect to collect. The Company calculates the allowance for doubtful accounts based on historical losses and the economic status of, and its relationship with, its customers, especially those identified as “at risk.” A receivable is considered past due if payments have not been received within the agreed upon invoice terms. Receivables are written off against the allowance when the customer files for bankruptcy protection or is otherwise deemed to be uncollectible based upon the Company’s evaluation of the customer’s solvency. The Company’s primary concentration of credit risk is related to certain trade accounts receivable due from several highly leveraged or “at risk” customers. At September 30, 2011 and 2010, the amount of such receivables was immaterial. Consideration was given to the economic status of these customers when determining the appropriate allowance for doubtful accounts (see Note 12) and the fair value of the Company’s subordinated retained interest in accounts receivable (see Note 11).

Inventories are generally valued at the lower of average cost (determined on a first-in, first-out basis) or market. Reported amounts have been reduced by an allowance for obsolete product and packaging materials based on a review of inventories on hand compared to estimated future usage and sales.

Derivative Financial Instruments and Hedging – The Company enters into derivative contracts as hedges. Earnings impacts for all hedges are reported in the statement of operations within the same line item as the gain or loss on the item or transaction being hedged. Since the hedging activities relate to operations, related cash flows are included in the statement of cash flows in cash flows from operating activities. Hedge accounting is only applied when the qualifying criteria are met, including the requirement that the derivative is deemed to be highly effective at offsetting changes in fair values or anticipated cash flows of the hedged item or transaction and other. For a fair value hedge of a recognized asset or liability or unrecognized firm commitment, the entire change in fair value of the derivative is recorded in earnings as incurred, along with a corresponding change in fair value of the hedged item. For a cash flow hedge of an anticipated transaction, the ineffective portion of the change in fair value of the derivative is recorded in earnings as incurred, whereas the effective portion is deferred in accumulated other comprehensive income (loss) in the balance sheet until the transaction is realized, at which time any deferred hedging gains or losses are recorded in earnings. Certain derivative contracts do not meet the criteria for cash flow hedge accounting or simply are not designated as hedging instruments; nonetheless, they are used as economic hedges of exposures to changes in commodity costs. Realized and unrealized gains and losses on such contracts are recognized in earnings at a corporate level but not allocated to affect segment profit until the hedged exposure affects earnings. For more information about the Company’s hedging activities, see Note 13.

48

Property is recorded at cost, and depreciation expense is provided on a straight-line basis over the estimated useful lives of the properties. With a few minor exceptions, estimated useful lives are up to 15 years for machinery and equipment and up to 30 years for buildings and leasehold improvements. Leasehold improvements are depreciated over the remaining original lease term. Total depreciation expense was $148.3, $117.5, and $102.4 in fiscal 2011, 2010, and 2009, respectively. Repair and maintenance costs incurred in connection with planned major maintenance activities are accounted for under the direct expensing method. At September 30, property consisted of:

	2011			2010
Land	$	42.1		$	42.7
Buildings and leasehold improvements		381.0			372.7
Machinery and equipment		1,455.9			1,368.5
Construction in progress		90.4			74.6
		1,969.4			1,858.5
Accumulated depreciation		(774.1	)		(639.5	)
	$	1,195.3		$	1,219.0

Other Intangible Assets consist of computer software purchased or developed for internal use and customer relationships, trademarks, computer software, and miscellaneous intangibles acquired in business combinations (see Note 3). Amortization expense related to intangible assets is provided on a straight-line basis over the estimated useful lives of the assets. For the intangible assets recorded as of September 30, 2011, amortization expense of $79.3, $70.9, $66.1, $61.3, and $56.2 is scheduled for fiscal 2012, 2013, 2014, 2015, and 2016, respectively. Other intangible assets consisted of:

	September 30, 2011							September 30, 2010
	Carrying Amount		Accum. Amort.			Net Amount		Carrying Amount		Accum. Amort.			Net Amount
Subject to amortization:
Computer software	$	75.3	$	(46.2	)	$	29.1	$	66.0	$	(38.4	)	$	27.6
Customer relationships		836.9		(176.8	)		660.1		840.1		(115.9	)		724.2
Trademarks/brands		126.5		(26.6	)		99.9		126.5		(19.3	)		107.2
Other		13.1		(10.1	)		3.0		13.1		(8.2	)		4.9
		1,051.8		(259.7	)		792.1		1,045.7		(181.8	)		863.9
Not subject to amortization:
Trademarks/brands		724.4		—			724.4		863.1		—			863.1
	$	1,776.2	$	(259.7	)	$	1,516.5	$	1,908.8	$	(181.8	)	$	1,727.0

Recoverability of Assets – The Company continually evaluates whether events or circumstances have occurred which might impair the recoverability of the carrying value of its assets, including property, identifiable intangibles, and goodwill. An assessment of indefinite life assets (including goodwill and brand trademarks) is performed during the fourth quarter in conjunction with the annual forecasting process. In addition, intangible assets are reassessed as needed when information becomes available that is believed to negatively impact the fair market value of an asset. In general, an asset is deemed impaired and written down to its fair value if estimated related future cash flows are less than its carrying amount. The Company estimates the fair value of its trademarks (intangible asset) using an income-based approach (the relief-from-royalty method).

In September 2011, a trademark impairment loss of $106.6 was recognized primarily related to the Post Honey Bunches of Oats, Post Selects, and Post trademarks in the Branded Cereal Products segment. Based upon a preliminary review of the Post business conducted by the newly appointed Post management team in October, sales declines in the fourth quarter and continuing into October, and weakness in the branded ready-to-eat cereal category and the broader economy, management determined that additional strategic steps were needed to stabilize the business and the competitive position of its brands. The impact of these steps is the reduction of expected net sales growth rates and profitability of certain brands in the near term, thereby resulting in the trademark impairment. In June 2011, a trademark impairment loss of $32.1 million was recognized related to the Post Shredded Wheat and Grape-Nuts trademarks based on reassessments triggered by the announced separation of Post from Ralcorp. The trademark impairment was due to reductions in anticipated future sales as a result of competition, lack of consumer response to advertising and promotions for these brands, and further reallocations of advertising and promotion expenditures to higher-return brands. These factors, particularly the lower than expected revenues during 2011 and further declines in market share, led us to lower royalty rates for both the Shredded Wheat and Grape-Nuts brands as well as further reduce future sales growth rates, resulting in a partial impairment of both brands.

49

These fair value measurements fell within Level 3 of the fair value hierarchy as described in Note 14. The trademark impairment loss is reported in “Impairment of intangible assets” and, for 2011, is combined with a goodwill impairment loss. See Note 4 for information about goodwill impairments.

Investments – The Company funds a portion of its deferred compensation liability by investing in certain mutual funds in the same amounts as selected by the participating employees. Because management’s intent is to invest in a manner that matches the deferral options chosen by the participants and those participants can elect to transfer amounts in or out of each of the designated deferral options at any time, these investments have been classified as trading assets and are stated at fair value in “Other Assets.” Both realized and unrealized gains and losses on these assets are included in “Selling, general and administrative expenses” and offset the related change in the deferred compensation liability.

Revenue is recognized when title of goods is transferred to the customer, as specified by the shipping terms. Net sales reflect gross sales, including amounts billed to customers for shipping and handling, less sales discounts and allowances (including promotional price buy downs, and new item promotional funding). Customer trade allowances are generally computed as a percentage of gross sales. Products are generally sold with no right of return except in the case of goods which do not meet product specifications or are damaged, and related reserves are maintained based on return history. If additional rights of return are granted, revenue recognition is deferred. Estimated reductions to revenue for customer incentive offerings are based upon customers’ redemption history.

Cost of Products Sold includes, among other things, inbound and outbound freight costs and depreciation expense related to assets used in production, while storage and other warehousing costs are included in “Selling, general, and administrative expenses.” Storage and other warehousing costs totaled $144.7, $127.6, and $111.6 in fiscal 2011, 2010, and 2009, respectively.

Advertising costs are expensed as incurred except for costs of producing media advertising such as television commercials or magazine advertisements, which are deferred until the first time the advertising takes place. The amount reported as assets on the balance sheet was insignificant as of September 30, 2011 and 2010.

Stock-based Compensation – The Company recognizes the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of those awards (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award – the requisite service period (usually the vesting period). The Company followed the nominal vesting period approach prior to October 1, 2005 (for pro forma disclosure purposes) and must continue following that approach for awards outstanding as of that date, but applies the non-substantive vesting period approach to new grants that have retirement eligibility provisions. See Note 19 for disclosures related to stock-based compensation.

Income Tax Expense is estimated based on taxes in each jurisdiction and includes the effects of both current tax exposures and the temporary differences resulting from differing treatment of items for tax and financial reporting purposes. These temporary differences result in deferred tax assets and liabilities. A valuation allowance is established against the related deferred tax assets to the extent that it is not more likely than not that the future benefits will be realized. Reserves are recorded for estimated exposures associated with the Company’s tax filing positions, which are subject to periodic audits by governmental taxing authorities. Interest due to an underpayment of income taxes is classified as income taxes. The Company considers the undistributed earnings of its foreign subsidiaries to be permanently invested, so no U.S. taxes have been provided for those earnings. See Note 5 for disclosures related to income taxes.

Reclassifications – Certain prior years’ amounts have been reclassified to conform to the current year’s presentation.

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NOTE 2 – RECENTLY ISSUED ACCOUNTING STANDARDS

In December 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (FAS) 141(R), “Business Combinations,” now included in Accounting Standards Codification (ASC) Topic 805, “Business Combinations,” which replaces FAS 141. This Statement establishes principles and requirements for how an acquirer in a business combination recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any controlling interest; recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of business combinations. This Statement is effective for acquisitions completed after the beginning of Ralcorp’s 2010 fiscal year. The most significant change for Ralcorp was that costs incurred to effect the business combination are now expensed immediately rather than included as part of the purchase price and goodwill. Related disclosures are included in Note 3.

In April 2008, the FASB issued FASB Staff Position (FSP) FAS 142-3, “Determination of the Useful Life of Intangible Assets,” now included in ASC Topic 350, “Intangibles–Goodwill and Other,” which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FAS 142, “Goodwill and Other Intangible Assets.” This FSP was effective for financial statements issued for Ralcorp’s 2010 fiscal year. The FSP’s guidance for determining the useful life of a recognized intangible asset must be applied prospectively to intangible assets acquired after the effective date (October 1, 2009 for Ralcorp). The FSP’s disclosure requirements must be applied prospectively to all intangible assets recognized as of, and subsequent to, the effective date.

Issued in December 2009, Accounting Standards Update (ASU) No. 2009-16 amends ASC Topic 860 for the issuance of FAS 166, “Accounting for Transfers of Financial Assets – 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 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 will also be 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 ASC Topic 810, “Consolidations,” 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 were effective for Ralcorp’s 2011 fiscal year and affected the Company’s reporting related to its sale of accounts receivable (see Note 11). Beginning in fiscal 2011, the outstanding balance of receivables sold ($247.1 and $137.8 at September 30, 2011 and 2010, respectively) remains on Ralcorp’s consolidated balance sheet, proceeds received from the conduits ($105.0 and zero as of September 30, 2011 and 2010, respectively) is shown as short-term debt, and there is no investment in Ralcorp Receivables Corporation. In addition, any proceeds received from or repaid to the conduits is now shown as cash flows from financing activities rather than from operating activities.

In May 2011, the 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 IFRS.” 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 (i.e., Ralcorp’s financial statements for the quarter ending March 31, 2012). 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

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statement of comprehensive income or in two separate but consecutive statements. The amendments in this update are effective for fiscal years, and interim periods within those years beginning after December 15, 2011 (i.e., Ralcorp’s financial statements for the quarter ending December 31, 2012). 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 September 2011, the FASB issued ASU No. 2011-8, “Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment,” which is intended to simplify how an entity tests goodwill for impairment. The amendments in this ASU will allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. An entity no longer will be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The guidance also includes examples of the types of factors to consider in conducting the qualitative assessment. Prior to this ASU, entities were required to test goodwill for impairment, on at least an annual basis, by first comparing the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit is less than its carrying amount, then the second step of the test is to be performed to measure the amount of impairment loss, if any. The amendments must be adopted for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011; however, the Company chose to adopt this ASU as of September 30, 2011, as permitted by the standard. See Note 4 for information about goodwill impairments.

In September 2011, the FASB issued ASU No. 2011-9, “Compensation – Retirement Benefits – Multiemployer Plans (Subtopic 715-80): Disclosures about an Employer’s Participation in a Multiemployer Plan,” which provides new requirements for the disclosures that an employer should provide related to its participation in multiemployer pension plans. Plans of this type are commonly used by employers to provide benefits to union employees that may work for multiple employers during their working life and thereby accrue benefits in one plan for their retirement. The revised disclosures will provide users of financial statements with additional information about the plans in which an employer participates, the level of an employer’s participation in the plans, and financial health of significant plans. The amendments in this update are effective for Ralcorp’s annual financial statements for the year ending September 30, 2012.

NOTE 3 – BUSINESS COMBINATIONS

Each of the following 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 consolidated statements of operations from the date of acquisition. The purchase price, including acquisition costs for acquisitions before 2010, 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, as shown in the following table. For each acquisition, the goodwill is attributable to the assembled workforce of the acquired business and the significant synergies and opportunities expected from the combination of the acquired business with existing Ralcorp businesses.

	Fiscal 2010						Fiscal 2009
	AIPC			Other			Harvest Manor
Cash	$	39.4		$	1.7		$	—
Receivables		42.9			11.5			14.2
Inventories		48.1			7.3			20.3
Other current assets		21.0			1.0			.2
Property		252.2			55.5			8.1
Goodwill		534.1			54.8			14.8
Other intangible assets		568.2			42.7			16.7
Other assets		1.1			—			—
Total assets acquired		1,507.0			174.5			74.3
Accounts payable		(24.1	)		(11.5	)		(10.4	)
Other current liabilities		(29.9	)		(1.3	)		(4.6	)
Deferred income taxes		(238.3	)		(16.6	)		—
Other liabilities		(4.9	)		(1.3	)		(.1	)
Total liabilities assumed		(297.2	)		(30.7	)		(15.1	)
Net assets acquired	$	1,209.8		$	143.8		$	59.2

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The following table summarizes the provisional amounts recognized related to fiscal 2010 acquisitions as of September 30, 2010, as well as adjustments made in the year ended September 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.

	Acquisition Date Amounts Recognized as of September 30, 2010  (a)			Adjustments During the Year Ended September 30, 2011			Acquisition Date Amounts Recognized (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			11.5			588.9
Other intangible assets (c)		612.9			(2.0	)		610.9
Other assets (b)		.6			.5			1.1
Total assets acquired		1,669.6			11.9			1,681.5
Accounts payable		(35.6	)		—			(35.6	)
Other current liabilities (b)		(31.1	)		(.1	)		(31.2	)
Deferred income taxes (e)		(243.1	)		(11.8	)		(254.9	)
Other liabilities		(6.2	)		—			(6.2	)
Total liabilities assumed		(316.0	)		(11.9	)		(327.9	)
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” reflect 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.

(e) The adjustment to “Deferred income taxes” was the result of revised estimates of the estimated AIPC blended state tax rate and the amount of certain temporary income tax differences as of the acquisition date.

Fiscal 2010

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 operations related to these three acquisitions were $138.0 and $6.6, respectively, for the year ended September 30, 2011 and $46.6 and $2.0, respectively, for the year ended September 30, 2010. Operating profit is net of amortization expense totaling $4.1 in 2011 and $1.2 in 2010. The related goodwill is not deductible for tax purposes.

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. The related goodwill is not deductible for tax purposes. 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.

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Fiscal 2009

In a cash transaction on March 20, 2009, the Company acquired Harvest Manor Farms, LLC, a leading manufacturer of high-quality private-brand and Hoody’s branded snack nuts with operations in El Paso, TX. The approximate amounts of net sales and operating profit included in Ralcorp’s results (within its Snacks, Sauces & Spreads segment) were $246.8 and $17.5, respectively, for fiscal 2011, $210.8 and $13.2, respectively, for fiscal 2010 and $90.5 and $5.5, respectively, for fiscal 2009. The assigned goodwill is deductible for tax purposes. Other intangible assets included customer relationships and trademarks subject to amortization over a weighted average amortization period of approximately 13 years.

Merger and Integration Costs

During the years ended September 30, 2011, 2010, and 2009, the Company recorded $2.5, $33.1, and $32.0, respectively, of expenses related to recent or potential acquisitions. In fiscal 2011, those expenses included primarily service fees related to the acquisition of Sara Lee’s North American refrigerated dough business, completed on October 3, 2011. In fiscal 2010, those expenses included professional services fees and a finished goods inventory revaluation adjustment related to the AIPC transaction, Post Foods transition and integration costs, and severance costs related to all four fiscal 2010 acquisitions. In fiscal 2009, those expenses included Post Foods transition and integration costs, as well as finished goods inventory revaluation adjustments related to the acquisitions in those years. These merger and integration costs were included in the statements of operations as follows:

	2011		2010		2009
Cost of goods sold	$	—	$	5.2	$	2.5
Selling, general and administrative expenses		.6		6.4		29.5
Other operating expenses, net		1.9		21.5		—
	$	2.5	$	33.1	$	32.0

Pro Forma Information

The following unaudited pro forma information shows Ralcorp’s results of operations as if the fiscal 2010 and 2009 business combinations had all been completed as of the beginning of each period presented. 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, 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.

	2011			2010		2009
Net sales	$	4,741.0		$	4,594.4	$	4,714.9
Net earnings		(186.2	)		242.2		335.6
Basic earnings per share		(3.39	)		4.40		5.96
Diluted earnings per share		(3.39	)		4.34		5.88

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NOTE 4 – GOODWILL

The changes in the carrying amount of goodwill by reportable segment (see Note 20) were as follows:

	Branded Cereal Products			Other Cereal Products		Snacks, Sauces & Spreads			Frozen Bakery Products			Pasta		Total
Balance, September 30, 2009
Goodwill (gross)	$	1,794.5		$	47.2	$	252.0		$	351.9		$	—	$	2,445.6
Accumulated impairment losses		—			—		(59.0	)		—			—		(59.0	)
Goodwill (net)	$	1,794.5		$	47.2	$	193.0		$	351.9		$	—	$	2,386.6
Goodwill acquired		—			—		40.6			14.1			522.7		577.4
Impairment loss		—			—		(20.5	)		—			—		(20.5	)
Purchase price allocation adjust.		(.6	)		—		—			—			—		(.6	)
Currency translation adjustment		.2			—		.9			1.7			—		2.8
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
Impairment loss		(364.8	)		—		—			—			—		(364.8	)
Purchase price allocation adjust.		—			—		—			.1			11.4		11.5
Income tax adjustments		—			—		—			(.4	)		—		(.4	)
Currency translation adjustment		(.1	)		—		(.7	)		(1.1	)		—		(1.9	)
Balance, September 30, 2011
Goodwill (gross)	$	1,794.0		$	47.2	$	292.8		$	366.3		$	534.1	$	3,034.4
Accumulated impairment losses		(364.8	)		—		(79.5	)		—			—		(444.3	)
Goodwill (net)	$	1,429.2		$	47.2	$	213.3		$	366.3		$	534.1	$	2,590.1

Goodwill represents the excess of the cost of acquired businesses over the fair market value of their identifiable net assets. In the fourth quarter of fiscal 2011, Ralcorp early adopted ASU No. 2011-8 “Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment.” The Company conducts a goodwill impairment qualitative assessment during the fourth quarter of each fiscal year following the annual forecasting process, or more frequently if facts and circumstances indicate that goodwill may be impaired. The goodwill impairment qualitative assessment requires an assessment of each reporting unit to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If adverse qualitative trends are identified that could negatively impact the fair value of the business, a “step one” goodwill impairment test is performed. The “step one” goodwill impairment test requires an estimate of the fair value of the reporting unit and certain assets and liabilities. The estimated fair value was determined using a combined income and market approach with a greater weighting on the income approach (75% of the calculation). The income approach is based on discounted future cash flows and requires significant assumptions, including estimates regarding future revenue, profitability, and capital requirements. The market approach (25% of the calculation) is based on a market multiple (EBITDA and revenue or just EBITDA, which stands for earnings before interest, income taxes, depreciation, and amortization) and requires an estimate of appropriate multiples for each reporting unit based on market data.

During the fourth fiscal quarter of 2011, the Company conducted an impairment test on Branded Cereal Products goodwill acquired in fiscal 2008 as part of the Post Foods acquisition. In late September and October 2011, a new management team was named at Post (including William Stiritz as Chief Executive Officer, Robert Vitale as Chief Financial Officer, and James Holbrook as Executive Vice President of Marketing) in advance of the anticipated spin-off of the business from Ralcorp. The new management team conducted an extensive business review during this time. Based upon the review of the Post cereal business conducted by the newly appointed Post management team in October 2011, sales declines in the fourth quarter and continuing into October, and weakness in the branded ready-to-eat cereal category and the broader economy, management determined that additional strategic steps were needed to stabilize the business and the competitive position of its brands. As a result of the revised business outlook of the new Post management team, a “step one” goodwill impairment analysis was performed. Because Post’s carrying value was determined to be in excess of its fair value in the step one analysis, the Company was required to perform “step two” of the impairment analysis to determine the amount of goodwill impairment to be recorded. The amount of the impairment is calculated by comparing the implied fair value of the goodwill to its carrying amount, which requires the allocation of the fair value determined in the step one analysis to

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the individual assets and liabilities of the reporting unit. Any remaining fair value represents the implied fair value of goodwill on the testing date. Based on the step two analysis, Ralcorp recorded a pre-tax, non-cash impairment charge of $364.8 million ($6.53 per share) to reduce the carrying value of goodwill to its estimated fair value. Estimated fair values of the reporting unit and its identifiable net assets were determined based on the results of a combination of valuation techniques including EBITDA and revenue multiples and expected present value of future cash flows using revised forecasts based on the additional strategic steps that new Post management determined were necessary for the business.

During fiscal 2010, a goodwill impairment loss of $20.5 ($12.9 after taxes, or $.23 per diluted share) was recognized in the Snacks, Sauces & Spreads segment related to the Linette chocolate reporting unit, resulting in an adjusted goodwill balance of zero for this reporting unit. Factors culminating in the impairment included lower sales to a major customer, the inability to quickly replace the lost volume (including a decision by a major retailer to delay potential new product offerings), and changes in anticipated ingredient cost trends, leading to shortfalls in EBITDA relative to forecasts. Estimated fair values of the reporting unit and its identifiable net assets were determined based on the results of a combination of valuation techniques including EBITDA multiples and expected present value of future cash flows using revised forecasts.

These fair value measurements fell within Level 3 of the fair value hierarchy as described in Note 14. The goodwill impairment losses are aggregated with trademark impairment losses in “Impairment of intangible assets.”

NOTE 5 – INCOME TAXES

The provision for income taxes consisted of the following:

	2011			2010			2009
Current:
Federal	$	111.2		$	105.8		$	178.1
State		19.6			.6			24.9
Foreign		1.1			1.0			(.2	)
		131.9			107.4			202.8
Deferred:
Federal		(34.2	)		.6			(38.3	)
State		(15.1	)		(3.4	)		(2.6	)
Foreign		.4			.7			(5.0	)
		(48.9	)		(2.1	)		(45.9	)
Income taxes		83.0			105.3			156.9
Deferred income taxes on equity earnings		—			—			5.6
Total provision for income taxes	$	83.0		$	105.3		$	162.5

The foreign deferred income taxes shown above include benefits of operating loss carryforwards of $.2, $7.7, and $10.5 in 2011, 2010, and 2009, respectively.

A reconciliation of income taxes with amounts computed at the statutory federal rate follows:

	2011			2010			2009
Computed tax at federal statutory rate (35%)	$	(36.5	)	$	109.9		$	158.5
State income taxes, net of federal tax benefit		1.7			2.9			17.7
Non-deductible goodwill impairment		127.7			—			—
Domestic production activities deduction		(11.9	)		(9.3	)		(7.2	)
Adjustments to reserve for uncertain tax positions		.7			.2			.4
Other, net (none in excess of 5% of computed tax)		1.3			1.6			(6.9	)
	$	83.0		$	105.3		$	162.5

The effective tax rate was 79.7% (negative), 33.5%, and 35.9% for fiscal 2011, 2010, and 2009, respectively. The effective tax rate for fiscal 2011 was significantly affected by the non-deductible goodwill impairment loss, as shown above. For both fiscal 2011 and 2010, the effective rate was reduced by the effects of increases in the Domestic Production Activities Deduction and adjustments to current and deferred income tax assets and liabilities to revise the estimates previously recorded to the actual amounts per subsequent tax return filings for prior years, including the effects of lower than anticipated effective state rates (and for fiscal 2010, the final tax effects of the sale of Vail shares, described in Note 6).

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Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets (liabilities) were as follows:

	September 30, 2011									September 30, 2010
	Assets			Liabilities			Net			Assets			Liabilities			Net
Current:
Accrued liabilities	$	15.4					$	15.4		$	17.6					$	17.6
Inventories		2.1						2.1			2.0						2.0
Other items		2.1						2.1			—		$	(9.0	)		(9.0	)
		19.6			—			19.6			19.6			(9.0	)		10.6
Noncurrent:
Property				$	(237.9	)		(237.9	)					(231.9	)		(231.9	)
Intangible assets					(529.4	)		(529.4	)					(584.9	)		(584.9	)
Pension and other postretirement benefits		61.5						61.5			52.2						52.2
Deferred and stock-based compensation		36.5						36.5			32.1						32.1
Insurance reserves		3.8						3.8			3.1						3.1
NOL and tax credit carryforwards		25.3						25.3			41.9						41.9
Other items		8.3						8.3			6.9						6.9
		135.4			(767.3	)		(631.9	)		136.2			(816.8	)		(680.6	)
Total deferred taxes		155.0			(767.3	)		(612.3	)		155.8			(825.8	)		(670.0	)
Valuation allowance (noncurrent)		(3.7	)					(3.7	)		(4.5	)					(4.5	)
Net deferred taxes	$	151.3		$	(767.3	)	$	(616.0	)	$	151.3		$	(825.8	)	$	(674.5	)

As of September 30, 2011, the Company had state operating loss carryforwards totaling approximately $50.0, of which approximately $4.5, $13.9, and $31.6 have expiration dates in 2012-2016, 2017-2021, and 2022-2031, respectively. As of September 30, 2011, the Company had state tax credit carryforwards totaling approximately $7.0, of which approximately $3.0 have no expiration date and $4.0 have expiration dates in 2012-2025. Due to the uncertainty of the realization of certain tax carryforwards (specifically due to a lack of evidence that sufficient taxable income would be generated in certain states), the Company carried a valuation allowance against these carryforward benefits in the amount of $1.8 as of September 30, 2008, which was management’s estimate of the amount of related deferred tax assets that were not more likely than not to be realized. Based on significant increases in taxable income generated in the related states in fiscal 2009 and after, the Company reduced this portion of its valuation allowance to zero as of September 30, 2009.

As of September 30, 2011, the Company had foreign operating loss carryforwards totaling approximately $56.7, of which approximately $1.0 have no expiration date, $2.7 have expiration dates in 2012-2016 and approximately $52.9 have expiration dates in 2027-2031. Due to the uncertainty of the realization of certain tax carryforwards (specifically due to a lack of evidence that sufficient taxable income would be generated in certain jurisdictions before expiration), the Company carried a valuation allowance against these carryforward benefits in the amount of approximately $.7 and $1.3 as of September 30, 2011 and 2010, respectively, which were management’s estimates of the amounts of related deferred tax assets that were not more likely than not to be realized.

For each of fiscal years 2011, 2010, and 2009, total foreign income before income taxes was less than $5.0. As of September 30, 2011, no provision for income taxes was made for approximately $20.2 of the cumulative undistributed earnings of one of the Company’s Canadian subsidiaries (other than approximately $1.7 of Canadian withholding taxes paid), because those earnings are not taxable in Canada (except for the withholding tax required by treaty) and would become taxable in the U.S. only to the extent that they are repatriated in the future. Since the Company considers the undistributed earnings to be permanently invested in Canada, the related deferred tax liability (which is estimated to be approximately $7.1 as of September 30, 2011) has not been recorded, and a valuation allowance was recorded against the foreign tax credit for Canadian taxes paid of $3.0, $3.2, and $2.3 as of September 30, 2011, 2010, and 2009, respectively.

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Unrecognized tax benefits for uncertain tax positions and related accrued interest totaled approximately $1.6 at September 30, 2008. Minor adjustments increased the total amount to approximately $2.0 at September 30, 2009. Along with minor adjustments in fiscal 2010, the Company recorded $2.7 for acquired businesses, resulting in a total reserve of $4.9 at September 30, 2010. Minor adjustments increased the total amount to approximately $5.6 as of September 30, 2011, all of which would affect the effective tax rate if recognized. Federal returns for tax years after September 30, 2007 remain subject to examination, along with various state returns for the past two to six years and various foreign returns for the past six years. One state uncertainty is currently being addressed with the state taxing authority and is expected to be resolved within the next 12 months, so related unrecognized tax benefits totaling $.8 were classified as “Other current liabilities” on the balance sheet as of September 30, 2011, while approximately $4.7 of unrecognized tax benefits were classified in “Other Liabilities.”

NOTE 6 – EQUITY INVESTMENT IN VAIL RESORTS, INC.

On January 3, 1997, the Company sold its ski resorts holdings (Resort Operations) to Vail Resorts, Inc. (Vail) in exchange for 7,554,406 shares of Vail common stock (NYSE:MTN). In March 2006, the Company sold 100,000 of its shares of Vail, and in August and September 2008, the Company sold an additional 368,700 shares. During 2009, the Company sold its remaining 7,085,706 shares (including those subject to forward sale contracts, as discussed in Note 7) for a total of $211.9. The shares sold in 2009 had a carrying value of $141.3, so the transactions resulted in a $70.6 gain. The Company held no shares of Vail Resorts at September 30, 2009, 2010, or 2011.

Vail’s fiscal year ends July 31, so the Company reported equity earnings on a two-month time lag. Until June 2009, the equity method of accounting was appropriate because we had significant influence over Vail due to our ownership percentage and the fact that two of the Company’s directors served as directors of Vail.

Vail’s applicable summarized financial information follows:

	Year Ended
	July 31, 2009
Net revenues	$	977.0
Total operating expenses		870.9
Income from operations	$	106.1
Net income	$	49.0

NOTE 7 – FORWARD SALE CONTRACTS

During fiscal 2006 and 2007, Ralcorp entered into forward sale contracts relating to 4.95 million shares of its Vail common stock with maturity dates ranging from November 21, 2008 to November 15, 2013. Ralcorp received a total of $140.0 under the discounted advance payment feature of the contracts. Amortization of the $44.1 discounts was included in “Interest expense, net” on the statement of operations and totaled $5.1 in 2009. In fiscal 2009, all contracts were settled and Ralcorp delivered 3,503,263 shares.

The forward sale agreements had a dual nature and purpose. The advance proceeds component acted as a financing arrangement collateralized by the underlying Vail shares. The derivative component, which was based on a price collar on Vail shares, acted as a hedge of the future sale of the underlying shares. Because Ralcorp accounted for its investment in Vail Resorts using the equity method, these contracts were not eligible for hedge accounting. Therefore, any gains or losses on the contracts, whether realized or unrealized, were immediately recognized in earnings.

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NOTE 8 – (LOSS) EARNINGS PER SHARE

For fiscal 2011, no potential common shares were included in the computation of the diluted per-share amount because all would have been antidilutive to the net loss. See Note 19 for more information about those potential shares (i.e., outstanding stock-based compensation awards settled in stock, including stock-settled stock appreciation rights, options, and restricted stock awards). For fiscal 2010 and 2009, the following schedule shows the number of 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.

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Fiscal 2010
SARs at $56.56 per share		405,000		—		—		—
SARs at $66.07 per share		503,500		503,500		503,500		503,500
SARs at $65.45 per share		25,000		—		—		—
SARs at $58.79 per share		8,000		8,000		8,000		8,000
SARs at $56.27 per share		390,400		390,400		390,400		387,400
SARs at $57.14 per share		12,500		12,500		12,500		12,500
SARs at $57.45 per share		—		—		—		573,400
Fiscal 2009
SARs at $56.56 per share		435,000		435,000		405,000		—
SARs at $66.07 per share		538,000		538,000		508,000		503,500
SARs at $65.45 per share		25,000		25,000		25,000		25,000
SARs at $58.79 per share		—		—		8,000		8,000

NOTE 9 – SUPPLEMENTAL EARNINGS AND CASH FLOW INFORMATION

	2011		2010		2009
Repair and maintenance expenses	$	122.8	$	114.7	$	104.1
Advertising and promotion expenses		134.1		102.0		133.4
Research and development expenses		23.6		21.1		19.2
Interest paid		136.3		107.2		98.7
Income taxes paid, net of refunds		114.9		153.5		192.6
Cash received from the exercise of stock options		7.6		5.6		8.4
Tax benefits realized from exercised stock options and similar awards		4.3		3.8		6.8

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NOTE 10 – SUPPLEMENTAL BALANCE SHEET INFORMATION

	September 30,
	2011			2010
Receivables, net
Trade	$	343.3		$	163.3
Other		69.2			71.2
		412.5			234.5
Allowance for doubtful accounts		(2.1	)		(1.1	)
	$	410.4		$	233.4
Inventories
Raw materials and supplies	$	201.9		$	172.4
Finished products		288.8			252.7
	$	490.7		$	425.1
Accounts and Notes Payable
Trade	$	222.8		$	174.2
Payable to banks		105.0			—
Book cash overdrafts		63.7			71.9
Other items		26.7			33.4
	$	418.2		$	279.5
Other Current Liabilities
Advertising and promotion	$	34.6		$	33.9
Compensation		50.7			53.5
Current portion of long-term debt		30.7			173.2
Derivative liabilities		53.1			2.6
Other items		84.6			84.4
	$	253.7		$	347.6

NOTE 11 – 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 September 30, 2011, the accounts receivable of 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, which 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 $1.5 in the year ended September 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 September 30, 2011, funding from the receivables securitization was $105.0 at a weighted-average interest rate of 1.22%, and borrowings under the uncommitted credit arrangements were zero. 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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NOTE 12 – ALLOWANCE FOR DOUBTFUL ACCOUNTS

	2011			2010			2009
Balance, beginning of year	$	1.1		$	2.0		$	.4
Provision charged to expense		—			(.9	)		2.1
Write-offs, less recoveries		(.1	)		(.3	)		.1
Transfers to/from Ralcorp Receivables Corporation		1.1			.3			(.6	)
Balance, end of year	$	2.1		$	1.1		$	2.0

NOTE 13 – 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.

As of September 30, 2011, the Company’s derivative instruments consisted of commodity contracts (options, futures, and swaps) used as cash flow hedges on purchases of raw materials (ingredients and packaging) and energy (fuel) 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.

	Sept. 30, 2011		Sept. 30, 2010
Raw materials (thousands of pounds)		1,395,470		679,393
Natural gas (thousands of MMBTUs)		3,885		3,200
Other fuel (thousands of gallons)		12,966		8,001
Currency (thousands of dollars)		83,250		69,450

The following table shows the fair value and balance sheet location of the Company’s derivative instruments as of September 30, 2011 and 2010, all of which were designated as hedging instruments under ASC Topic 815 except $34.3 of commodity contracts in a net liability position as of September 30, 2011.

	Fair Value
	2011		2010		Balance Sheet Location
Liability Derivatives:
Commodity contracts	$	49.0	$	2.6	Other current liabilities
Foreign exchange contracts		4.1		—	Other current liabilities
	$	53.1	$	2.6
Asset Derivatives:
Commodity contracts	$	.3	$	15.8	Prepaid expenses and other current assets
Foreign exchange contracts		—		.9	Prepaid expenses and other current assets
	$	.3	$	16.7

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The following tables illustrate the effects of the Company’s derivative instruments on the statement of operations (Earnings) and other comprehensive income (OCI) for the years ended September 30, 2011 and 2010.

Derivatives in ASC Topic 815 Cash Flow	Amount of Gain (Loss) Recognized in OCI [Effective Portion]						Gain (Loss) Reclassified from Accumulated OCI into Earnings [Effective Portion]						Gain (Loss) Recognized in Earnings [Ineffective Portion and Amount Excluded from Effectiveness Testing]
Hedging Relationships	2011			2010			2011			2010			2011		2010			Location in Earnings
Commodity contracts	$	9.4		$	15.7		$	33.3		$	(13.5	)	$	2.5	$	(.3	)	Cost of goods sold
Foreign exchange contracts		(1.2	)		1.2			3.5			8.5			—		—		SG&A
Interest rate contracts		—			(14.4	)		(1.5	)		(1.3	)		—		—		Interest expense, net
	$	8.2		$	2.5		$	35.3		$	(6.3	)	$	2.5	$	(.3	)

Derivatives in ASC Topic 815 Fair Value	Amount of Gain (Loss) Recognized in Earnings					Location of Gain (Loss)
Hedging Relationships	2011			2010		Recognized in Earnings
Commodity contracts	$	(.1	)	$	.2	Cost of goods sold
Interest rate contracts		.2			—	Interest expense, net
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	$	(28.9	)	$	—	Cost of goods sold

Approximately $15.9 of the net cash flow hedge losses reported in accumulated OCI at September 30, 2011 is 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 September 30, 2011 and 2010 was $3.9 and $2.6, respectively, and the related collateral posted was $8.2 and $10.0, respectively.

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NOTE 14 – FAIR VALUE MEASUREMENTS

The following table represents 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:

	September 30, 2011						September 30, 2010
	Total		Level 1		Level 2		Total		Level 1		Level 2
Assets
Marketable securities	$	8.2	$	8.2	$	—	$	10.0	$	10.0	$	—
Derivative assets		.3		—		.3		16.7		—		16.7
Deferred compensation investment		23.7		23.7		—		22.2		22.2		—
	$	32.2	$	31.9	$	.3	$	48.9	$	32.2	$	16.7
Liabilities
Derivative liabilities	$	53.1	$	—	$	53.1	$	2.6	$	—	$	2.6
Deferred compensation liabilities		37.3		—		37.3		31.2		—		31.2
	$	90.4	$	—	$	90.4	$	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 fair value of the deferred compensation investment is invested primarily in mutual funds and 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 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 (Note 15) 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 (Level 2), the Company’s fixed rate debt (which had a carrying amount of $1,951.6 as of September 30, 2011 and $1,991.4 as of September 30, 2010) had an estimated fair value of $2,070.1 as of September 30, 2011 and $2,399.5 as of September 30, 2010.

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NOTE 15 – LONG-TERM DEBT

Long-term debt consisted of the following at September 30:

	2011						2010
	Balance Outstanding			Interest Rate			Balance Outstanding			Interest 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		577.5			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		19.9			2.62	%		300.0			2.81	%
2010 Term Loan		190.0			2.75	%		200.0			2.81	%
Other		—			n/a			.1			Various
	$	2,181.5					$	2,634.9
Plus: Unamortized premium (discount), net		3.1						3.2
Plus: Unamortized adjustment related to interest rate fair value hedge		18.6						—
Less: Current portion		(30.7	)					(173.2	)
	$	2,172.5					$	2,464.9

On December 22, 2003, the Company issued Fixed Rate Senior Notes, Series B, Series C, and Series D. Series B comprises $145.0 of 4.24% notes due December 2010 with annual amortization of principal beginning December 2006. Series C comprises $50.0 of 5.43% notes with bullet maturity in December 2013. Series D comprises $75.0 of 4.76% notes due December 2013 with annual amortization of principal beginning in December 2007.

On December 21, 2005, the Company issued Fixed Rate Senior Notes, Series E and Series F, totaling $175.0. Series E comprises $100.0 of 5.57% notes due in 2015. Series F consists of $75.0 of 5.43% notes with maturity in 2012.

On January 18, 2007, the Company issued Fixed Rate Senior Notes, Series I, totaling $100.0 in two tranches: $75.0 at 5.56% and $25.0 at 5.58%. One third of each tranche must be repaid on January 18, 2015, 2017, and 2019. On May 11, 2007, the Company issued Fixed Rate Senior Notes, Series J, comprised of $100.0 of 5.93% notes due in 2022.

On August 4, 2008, the Company assumed ownership of the Fixed Rate Notes maturing 2018, the Floating Rate Notes maturing 2018, and the Fixed Rate Notes maturing 2020, totaling $964.5 in conjunction with the acquisition of Post Foods. The 2018 Fixed Rate Notes comprises $577.5 of 7.29% notes due August 15, 2018. In fiscal 2011, an $18.8 gain on an interest rate swap designated as a fair value hedge of the 2018 Fixed Rate Notes was recorded as an increase in the carrying value of the debt and is being amortized to reduce interest expense over the remaining term. The 2018 Floating Rate Notes total $20.0 and incur interest at a rate of 3-month LIBOR plus 2.54%, adjusted quarterly, and mature on August 15, 2018. The 2020 Fixed Rate Notes comprises $67.0 of 7.39% notes due August 15, 2020.

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On May 28, 2009, the Company issued Fixed Rate Senior Notes, Series 2009A and Series 2009B, totaling $100.0. Series 2009A comprises $50.0 of 7.45% notes due in May 2019. Series 2009B comprises $50.0 of 7.60% notes due in May 2021.

The above note agreements are unsecured but contain certain representations, warranties, covenants, and conditions customary to agreements of this nature. The covenants include requirements that “Total Debt” not exceed 3.5 times “Adjusted EBITDA” and that “Consolidated Adjusted Net Worth” remain above a certain minimum amount (each term as defined in the note agreements). However, if the Company elects to pay additional interest, its ratio of “Total Debt” to “Adjusted EBITDA” may exceed the 3.5 to 1 limit, but be no greater than 4 to 1, for a period not to exceed 12 consecutive months. If these covenants are violated and cannot be remedied within the 30 days allowed, the noteholders may choose to declare any outstanding notes to be immediately due and payable.

On July 18, 2008, the Company entered into a three-year $400 revolving credit agreement. Borrowings under the agreement incurred interest at the Company’s choice of either (1) LIBOR plus the applicable margin rate (currently 1.50%) or (2) the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate, and (c) the “Base CD Rate” plus 1%. Such borrowings are unsecured and mature on July 18, 2011. The credit agreement called for a commitment fee calculated as a percentage (currently 0.25%) of the unused portion. The agreement terminated as scheduled on July 18, 2011.

On July 27, 2010, the Company entered into a credit agreement consisting of a $300 revolving credit facility and a $200 term loan. Borrowings under the agreement incur interest at the Company’s choice of either (1) LIBOR plus the applicable margin rate (currently 2.50%) or (2) the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate, (c) the “Adjusted LIBOR Rate” plus 1%. Such borrowings are unsecured and mature on July 27, 2015. The credit agreement calls for a commitment fee calculated as a percentage (currently 0.35%) of the unused portion, and contains certain representations, warranties, covenants, and conditions customary to credit facilities of this nature. The covenants include requirements that “EBIT” be at least three times “Consolidated Interest Expense”, and that “Total Debt”, not exceed 3.75 times “Adjusted EBITDA” (each term as defined in the agreement).

On August 14, 2009, the Company issued $300.0 aggregate principal amount of its 6.625% Senior Notes maturing 2039. The notes were priced at 99.702% of par value (before initial purchasers' discount). The net proceeds from the offering were used to refinance certain indebtedness and for general corporate purposes. In connection with the sale of the notes, on May 5, 2010 Ralcorp completed its offer to exchange the notes issued in the offering for publicly tradable notes having substantially identical terms except that provisions relating to transfer restrictions, registration rights, and additional interest do not apply to the publicly tradable notes.

On July 26, 2010, the Company reopened its 6.625% Senior Notes maturing 2039 and issued an additional $150.0 of the notes, raising the aggregate principal amount of the notes outstanding to $450.0. The new notes were priced at 102.439% of par value (before initial purchaser’s discount) plus accrued interest from February 15, 2010, resulting in an imputed interest rate of 6.47%. The net proceeds from this public offering were used to fund, in part, the acquisition of American Italian Pasta Company.

On July 26, 2010, the Company issued $300.0 aggregate principal amount of its 4.95% Senior Notes maturing 2020. The notes were priced at 99.84% of par value (before initial purchaser’s discount), resulting in an imputed interest rate of 4.96%. The net proceeds from this public offering were used to fund, in part, the acquisition of American Italian Pasta Company.

As of September 30, 2011 and 2010, the Company had $24.6 and $23.8, respectively, in letters of credit and surety bonds outstanding with various financial institutions, principally related to self-insurance requirements.

As of September 30, 2011, aggregate maturities of long-term debt are as follows: $30.7 in fiscal 2012, $105.7 in fiscal 2013, $90.7 in fiscal 2014, $173.2 in fiscal 2015, $100.0 in fiscal 2016, and $1,681.2 thereafter. As of September 30, 2011, management expects to reduce debt as scheduled over the next 12 months, so the current portion has been classified in “Other current liabilities” on the consolidated balance sheet.

The Company believes it is in compliance with all debt covenants.

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NOTE 16 – COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company is a party to a number of legal proceedings in various federal, state and foreign jurisdictions. These proceedings are in varying stages and many may proceed for protracted periods of time. Some proceedings involve complex questions of fact and law. Additionally, the operations of the Company, like those of similar businesses, are subject to various federal, state local and foreign laws and regulations intended to protect public health and the environment, including air and water quality and waste handling and disposal.

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 relating to these lawsuits cannot be reasonably estimated at this time; however, the Company does not expect that its ultimate liability, if any, will exceed $10.0.

From time to time, the Company is a party to various other legal proceedings. 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 individually and in the aggregate to the Company’s consolidated financial position, results of operations or cash flows. In addition, while it is difficult to estimate the potential financial impact of actions regarding expenditures for compliance with regulatory matters, in the opinion of management, based upon the information currently available, the ultimate liability arising from such compliance matters is not expected to be material to the Company’s consolidated financial position, results of operations or cash flows.

Lease Commitments

Future minimum rental payments under noncancelable operating leases in effect as of September 30, 2011 were $15.9, $11.8, $11.1, $9.6, $9.1, and $29.2 for fiscal 2012, 2013, 2014, 2015, 2016, and thereafter, respectively.

Rent expense for all operating leases was $23.2, $21.9, and $18.9 in fiscal 2011, 2010, and 2009, respectively, net of sublease income of zero, $.1, and $.1 in fiscal 2011, 2010, and 2009, respectively.

Container Supply Agreement

During fiscal 2002, the Company entered into a ten-year agreement to purchase certain containers from a single supplier (and added additional containers through amendments in fiscal 2003 and 2004). It is believed that the agreement was related to the supplier’s financing arrangements regarding the container facility. The Company’s total purchases under the agreement were $32.5 in fiscal 2011, $22.6 in fiscal 2010, and $26.3 in fiscal 2009. Cumulatively, the Company has purchased approximately 1,072 million containers as of September 30, 2011. Generally, to avoid a shortfall payment requirement, the Company must purchase approximately 348 million additional containers by the end of the ten-year term. The minimum future payment obligation is currently estimated at $1.5.

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NOTE 17 – 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 Company uses its fiscal year end as the measurement date for the plans.

The following table provides a reconciliation of the changes in the plans’ benefit obligations and fair value of assets over the two-year period ended September 30, 2011, and a statement of the funded status and amounts recognized in the consolidated balance sheets as of September 30 of both years.

	Pension Benefits						Other Benefits
	2011			2010			2011			2010
Change in benefit obligation
Benefit obligation at beginning of year	$	251.2		$	221.9		$	100.4		$	88.3
Service cost		6.1			6.7			2.6			2.9
Interest cost		13.0			13.1			5.4			5.2
Plan participants’ contributions		.8			.8			—			—
Actuarial loss		24.8			18.3			19.9			5.7
Benefits paid		(11.4	)		(9.9	)		(1.7	)		(2.9	)
Medicare reimbursements		—			—			.2			.2
Amendments		—			.2			—			.9
Curtailments		(7.0	)		—			—			—
Currency translation		(.1	)		.1			(.1	)		.1
Benefit obligation at end of year	$	277.4		$	251.2		$	126.7		$	100.4
Change in fair value of plan assets
Fair value of plan assets at beginning of year	$	212.9		$	172.4		$	—		$	—
Actual return on plan assets		17.3			18.0			—			—
Employer contributions		21.7			31.6			1.5			2.7
Plan participants’ contributions		.8			.8			—			—
Medicare reimbursements		—			—			.2			.2
Benefits paid		(11.4	)		(9.9	)		(1.7	)		(2.9	)
Currency translation		(.1	)		—			—			—
Fair value of plan assets at end of year	$	241.2		$	212.9		$	—		$	—
Funded status	$	(36.2	)	$	(38.3	)	$	(126.7	)	$	(100.4	)
Amounts recognized in assets or liabilities
Other current liabilities	$	(.6	)	$	(.6	)	$	(2.8	)	$	(2.5	)
Other liabilities		(35.6	)		(37.7	)		(123.9	)		(97.9	)
Net amount recognized	$	(36.2	)	$	(38.3	)	$	(126.7	)	$	(100.4	)
Amounts recognized in accumulated other comprehensive loss
Net actuarial loss	$	93.5		$	79.1		$	32.0		$	12.3
Prior service cost (credit)		2.1			2.5			(3.8	)		(4.9	)
Total	$	95.6		$	81.6		$	28.2		$	7.4
Weighted-average assumptions used to determine benefit obligation
Discount rate		4.80	%		5.40	%		5.03	%		5.40	%
Rate of compensation increase		3.00	%		3.25	%		3.00	%		3.25	%

The accumulated benefit obligation exceeded the fair value of plan assets for each pension plan, and the aggregate accumulated benefit obligation for pension plans was $268.2 at September 30, 2011 and $231.9 at September 30, 2010.

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The following tables provide the components of net periodic benefit cost for the plans and amounts recognized in other comprehensive income. The estimated net actuarial loss and prior service cost expected to be reclassified from accumulated other comprehensive loss into net periodic benefit cost during 2012 related to pension is $6.9 and $.4, respectively. The corresponding amounts related to other benefits are $1.6 and a credit of $1.1, respectively.

	Pension Benefits									Other Benefits
	2011			2010			2009			2011			2010			2009
Components of net periodic benefit cost
Service cost	$	6.1		$	6.7		$	5.1		$	2.6		$	2.9		$	3.2
Interest cost		13.0			13.1			12.6			5.4			5.2			6.0
Expected return on plan assets		(18.8	)		(16.0	)		(15.2	)		—			—			—
Recognized net actuarial loss		5.0			3.8			.3			.2			—			—
Recognized prior service cost (credit)		.4			.3			.3			(1.1	)		(1.3	)		—
Net periodic benefit cost	$	5.7		$	7.9		$	3.1		$	7.1		$	6.8		$	9.2
Weighted-average assumptions used to determine net benefit cost
Discount rate		5.40	%		6.00	%		7.30	%		5.40	%		6.00	%		7.30	%
Rate of compensation increase		3.25	%		3.25	%		3.25	%		3.25	%		3.25	%		3.25	%
Expected return on plan assets		8.75	%		8.75	%		8.75	%		n/a			n/a			n/a
Changes in plan assets and benefit obligation recognized in other comprehensive income
Net loss	$	19.3		$	16.3		$	32.8		$	19.9		$	5.7		$	7.1
Recognized loss		(5.0	)		(3.8	)		(.3	)		(.2	)		—			—
Prior service cost (credit)		—			.2			3.0			—			.9			(7.1	)
Recognized prior service (cost) credit		(.4	)		(.3	)		(.3	)		1.1			1.3			—
Total recognized in other comprehensive income (before tax effects)	$	13.9		$	12.4		$	35.2		$	20.8		$	7.9		$	—

The expected return on pension plan assets was determined based on historical and expected future returns of the various asset classes, using the target allocation. The broad target allocations are 50% equity securities (comprised of 27.5% U.S. equities and 22.5% foreign equities), 40% fixed income securities, and 10% real assets. At September 30, 2011, equity securities were 49%, fixed income securities were 42%, real assets were 7%, and other was 2% of the fair value of total plan assets, approximately 78% of which was invested in passive index funds. At September 30, 2010, equity securities were 71% and fixed income securities were 27%, and other was 2% of the fair value of total plan assets, approximately 90% of which was invested in passive index funds. The allocation guidelines were established based on the Company’s determination of the appropriate risk posture and long-term objectives.

The following table represents the pension plan’s assets measured at fair value on a recurring basis and the basis for that measurement (for more information on the fair value framework in ASC Topic 820, refer to Note 14):

	September 30, 2011								September 30, 2010
	Total		Level 1		Level 2		Level 3		Total		Level 2		Level 3
Mutual funds:
Equities	$	117.5	$	—	$	117.5	$	—	$	151.0	$	151.0	$	—
Fixed income		100.6		—		100.6		—		57.3		57.3		—
Real assets		17.1		—		17.1		—		—		—		—
		235.2		—		235.2		—		208.3		208.3		—
Cash & cash equivalents		.6		.6		—		—		—		—		—
Partnership/joint venture interests		5.4		—		—		5.4		4.6		—		4.6
	$	241.2	$	.6	$	235.2	$	5.4	$	212.9	$	208.3	$	4.6

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The fair value of mutual funds is based on net asset values of the shares held by the plan at year-end.

Partnership/joint venture interests have unobservable inputs and trade infrequently or not at all. Because observable prices are not available, a market approach is used in valuing investments. The inputs used in estimating the value of investments include company operating performance, recent transactions in the same or similar instruments, completed or pending third-party transactions in the underlying investment or comparable issues, subsequent rounds of financing, recapitalizations and other transactions across the capital structure, and other factors which are typically considered by market participants when trading private, middle market companies. Investments may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the general partner (who serves as the partnership’s investment manager) in the absence of market information. Assumptions used by the general partner due to the lack of observable inputs may significantly impact the resulting fair value and therefore the partnership’s results of operations. For all securities held, the general partner calculates a hypothetical equity value of the investment. For each investment, the general partner (i) determines the current operating results (either Adjusted EBITDA or Net Revenue), (ii) applies a market valuation multiple, which is based on publicly-traded valuation multiples of, and/or valuation multiples from transactions involving, companies with similar attributes (with such multiples discounted as appropriate); then (iii) subtracts the structural debt on the portfolio company’s balance sheet (seasonally adjusted when necessary), to derive a current hypothetical value for the equity. The general partner may also consider any other factors it deems relevant in establishing a fair value at which the investment could be realized. Such factors are documented in detail to establish the reasonableness of their intent. The following table provides further detail of the changes in fair value of partnership/joint venture interests.

	September 30,
	2011			2010
Balance, beginning of year	$	4.6		$	3.5
Total gains or losses (realized/unrealized)		1.1			.7
Purchases, sales, issuances, and settlements, net		(.3	)		.4
Balance, end of year	$	5.4		$	4.6

The preceding methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

For September 30, 2011 measurement purposes, the assumed annual rate of increase in the future per capita cost of covered health care benefits related to domestic plans for 2012 was 10% and 7% for participants under the age of 65 and over the age of 65, respectively, declining gradually to an ultimate rate of 5% for 2022 and beyond. For September 30, 2011 measurement purposes, the assumed annual rate of increase in the future per capita cost of covered health care benefits related to Canadian plans for 2012 was 7.5%, declining gradually to an ultimate rate of 5% for 2022 and beyond. For September 30, 2010 measurement purposes, the assumed annual rate of increase in the future per capita cost of covered health care benefits was 8% for 2011, declining gradually to an ultimate rate of 5% for 2017 and beyond. A 1% change in assumed health care cost trend rates would result in the following changes in the accumulated postretirement benefit obligation and in the total service and interest cost components for fiscal 2011.

	Increase		Decrease
Effect on postretirement benefit obligation	$	23.1	$	(18.6	)
Effect on total service and interest cost		1.6		(1.3	)

As of September 30, 2011, expected future benefit payments and related federal subsidy receipts (Medicare Part D) in the next ten fiscal years were as follows:

	2012		2013		2014		2015		2016		2017- 2021
Pension benefits	$	10.7	$	11.1	$	11.9	$	13.0	$	13.9	$	82.3
Other benefits		3.0		3.1		3.4		3.8		4.2		37.5
Subsidy receipts		.2		.2		.2		.2		.2		2.0

Other than those made as benefit payments in unfunded plans and participant contributions, no significant contributions are currently expected to be paid to the plans during fiscal 2012.

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In addition to the defined benefit plans described above, Ralcorp sponsors defined contribution [401(k)] plans under which it makes matching and profit sharing contributions. The costs of these plans were $11.8, $11.2, and $9.4 for the years ended September 30, 2011, 2010, and 2009, respectively. The Company also contributed $1.1, $1.1, and $1.4 to multiemployer pension plans in each of these years, respectively.

NOTE 18 – SHAREHOLDERS’ EQUITY

In fiscal 2011, 12,248 shares were forfeited back to the Company in satisfaction of required taxes to be withheld by federal, state, and local governments in connection with the vesting of employee restricted stock awards. During fiscal 2010, the Company repurchased 2,000,000 shares of its common stock at a total cost of $115.5.

The Company has not issued any shares of preferred stock. The terms of any series of preferred stock (including but not limited to the dividend rate, voting rights, convertibility into other Company securities, and redemption) may be set by the Company’s Board of Directors.

At September 30, 2011, accumulated other comprehensive loss included a $21.3 net loss on cash flow hedging instruments after taxes and $75.9 in net postretirement benefit liability adjustments after taxes (see Note 17), partially offset by an $16.5 foreign currency translation adjustment. At September 30, 2010, accumulated other comprehensive loss included a $2.6 net loss on cash flow hedging instruments after taxes and $53.7 in net postretirement benefit liability adjustments after taxes, partially offset by a $20.4 foreign currency translation adjustment.

On May 4, 2011, the Company’s Board of Directors declared a dividend distribution of one preferred stock purchase right (Right) for each outstanding share of the Company’s common stock. Each Right entitles a shareholder to purchase from the Company one one-ten thousandth of a share of Series E Junior Participating Cumulative Preferred Stock, par value $0.01 per share, at an exercise price of $200 per share subject to antidilution adjustments. The Rights, however, become exercisable only at the time a person or group acquires, or commences a public tender offer for, 10% or more of the Company’s common stock. If an acquiring person or group acquires 10% or more of the Company’s common stock, each Right would entitle the holder to acquire such number of shares of the Company’s common stock as shall equal the result obtained by multiplying the then current purchase price by the number of one one-ten thousandths of a share of preferred stock for which a Right is then exercisable and dividing that product by 50% of the then current per share market price of the Company’s common stock. In the event that the Company merges with, or transfers 50% or more of its assets or earning power to, any person or group after the Rights become exercisable, each Right would entitle the holders to receive such number of shares of the acquiring company’s common stock as shall be equal to the result obtained by multiplying the then current purchase price by the number of one one-ten thousandths of a share of preferred stock for which a Right is then exercisable and dividing that product by 50% of the then current market price per share of the common stock of the acquiring company on the date of such merger or other business combination transaction. The Rights can be redeemed by the Board of Directors at $.001 per Right. The redemption of the Rights may be made effective at such time, on such basis, in such form, and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of the Rights will be to receive the redemption price. The Rights expire on May 4, 2014.

NOTE 19 – STOCK-BASED COMPENSATION PLANS

On February 8, 2007, the Company’s shareholders adopted the 2007 Incentive Stock Plan. Effective October 1, 2008, it was amended and restated to reflect requirements of Section 409A. The 2007 Incentive Stock Plan became the Amended and Restated 2007 Incentive Stock Plan (Plan), which reserves shares to be used for various stock-based compensation awards and replaces the 2002 Incentive Stock Plan. The Plan provides that eligible employees may receive stock option awards, stock appreciation rights and other stock awards payable in whole or part by the issuance of stock. At September 30, 2011, 2,457,679 shares were available for future awards under the Plan, excluding the potential reduction due to future exercises of stock appreciation rights, grants of restricted stock units, or future distributions from deferred compensation plans (discussed herein). The Company uses treasury shares for restricted stock grants and to settle stock-settled stock appreciation rights and stock options exercised. The Company paid $1.0, $1.6, and zero for stock-based liabilities in the years ended September 30, 2011, 2010, and 2009, respectively.

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Total compensation cost for stock-based compensation awards recognized in the years ended September 30, 2011, 2010, and 2009 was $16.4, $17.9, and $13.4, respectively, and the related recognized deferred tax benefit for each of those years was $5.9, $7.0, and $5.3, respectively. As of September 30, 2011, the total compensation cost related to nonvested awards not yet recognized was $19.4, which is expected to be recognized over a weighted average period of 2.3 years.

Stock Appreciation Rights

Information about the Company’s stock-settled stock appreciation rights (SARs) is summarized in the following table. Upon exercise of each right, the holder of stock-settled SARs will receive the number of shares of Ralcorp common stock equal in value to the difference between the exercise price and the fair market value at the date of exercise, less all applicable taxes. The total intrinsic value of SARs exercised was $3.0, $.3, and $.2 in fiscal 2011, 2010, and 2009, respectively.

	Stock-Settled Stock Appreciation Rights			Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at September 30, 2010		2,737,553		$	55.58
Granted		35,000			62.41
Exercised		(128,206	)		51.85
Forfeited		(53,001	)		59.85
Outstanding at September 30, 2011		2,591,346			55.77		7.0 years	$	54.3
Vested and expected to vest as of September 30, 2011		2,559,441			55.72		7.0 years		53.7
Exercisable at September 30, 2011		1,172,833			51.81		5.5 years		29.2

In September 2010, the Company granted cash-settled SARs for the first time. Upon exercise of each right, the holder of cash-settled SARs will receive cash equal in value to the difference between the exercise price and the fair market value at the date of exercise, less all applicable taxes. Information about the Company’s cash-settled SARs is summarized in the following table.

	Cash-Settled Stock Appreciation Rights			Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at September 30, 2010		51,000		$	57.45
Granted		—			—
Exercised		(1,500	)		57.45
Forfeited		(2,000	)		57.45
Outstanding at September 30, 2011		47,500			57.45		8.6 years	$	914.9
Vested and expected to vest as of September 30, 2011		44,965			57.45		8.6 years		866.0
Exercisable at September 30, 2011		2,000			57.45		0.2 years		38.5

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The fair value of each SAR was estimated on the date of grant using the Black-Scholes valuation model, which uses assumptions of expected option life (term), expected stock price volatility, risk-free interest rate, and expected dividends. The expected option life, or expected term, is estimated based on the award’s vesting period and contractual term, along with historical exercise behavior on similar awards. Expected volatilities are based on historical volatility trends and other factors. The risk-free rate is the interpolated grant date U.S. Treasury rate for a term equal to the expected option life. Cash-settled SARs are liability-classified awards that must be remeasured at fair value at the end of each reporting period, and cumulative compensation cost recognized to date must be trued up each reporting period for changes in fair value prorated for the portion of the requisite service period rendered. The corresponding weighted average assumptions and fair values were as follows:

	Stock-Settled SARs Granted [Fair Value at Grant Date]									Cash-Settled SARs Outstanding [Fair Value at Year End]
	2011			2010			2009			2011			2010			2009
Expected term		6.0 years			6.1 years			7.0 years			5.0 years			6.0 years			n/a
Expected stock price volatility		30.0	%		30.4	%		30.5	%		30.0	%		30.0	%		n/a
Risk-free interest rate		1.74	%		2.07	%		2.70	%		0.96	%		1.58	%		n/a
Expected dividends		0	%		0	%		0	%		0	%		0	%		n/a
Fair value (per right)	$	20.26		$	19.19		$	22.68		$	30.27		$	19.16			n/a

Stock Options

Changes in nonqualified stock options outstanding are summarized in the following table. Most of the options were exercisable beginning from three to six years after date of grant and have a maximum term of ten years. All of the outstanding options were vested and exercisable as of September 30, 2011.

	Shares Under Option			Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at September 30, 2010		743,526		$	29.62
Granted		—			—
Exercised		(268,902	)		28.52
Forfeited		—			—
Outstanding at September 30, 2011		474,624			30.24		2.0 years	$	22.1

The fair value of each option was estimated on the date of grant using the Black-Scholes valuation model, as described under the heading “Stock Appreciation Rights” above. The total intrinsic value of stock options exercised was $12.9, $9.9, and $17.0, in fiscal 2011, 2010, and 2009, respectively.

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Restricted Stock Awards

Information about the Company’s restricted stock awards (nonvested shares and stock units) is summarized in the following table. Of the awards nonvested at September 30, 2011, 100,000 are restricted stock units which entitle awardees to receive the same number of shares upon vesting. The rest of the restricted stock awards are nonvested shares of stock. Approximately 114,755, 41,255, 156,833, 13,833, and 13,834 shares/units are scheduled to vest in fiscal 2012, 2013, 2014, 2015, and 2016, respectively, but would vest immediately in the event of a qualifying retirement or involuntary termination (other than for cause). The grant date fair value of each award is initially recorded as a reduction of shareholders’ equity and amortized on a straight-line basis over the expected vesting period. The total vest date fair value of restricted stock awards that vested during fiscal 2011, 2010, and 2009 was $5.8, $.4, and $.9, respectively.

	Number			Weighted Average Grant Date Fair Value Per Share
Nonvested at September 30, 2010		436,765		$	53.25
Granted		766			65.23
Vested		(84,521	)		49.88
Forfeited		(12,500	)		56.27
Nonvested at September 30, 2011		340,510			54.00

Other Stock-Based Compensation Awards

On August 4, 2008, the Company granted a restricted incentive award to certain Post Foods employees. The award, which was paid in cash on August 4, 2011, was equal to the value of 10,800 shares of the Company’s stock at the payment date. In the fourth quarter of fiscal 2010, the Company granted similar awards to certain AIPC and Post Foods employees, which will be paid in cash in the fourth quarter of fiscal 2013 (based on 40,553 shares for awards outstanding as of September 30, 2011). On September 21, 2011, the Company granted similar awards based on a total of 12,500 shares to a corporate officer, which will be paid in cash in the third quarter of fiscal 2012. For each grant, the estimated fair value of the payout is accrued on a straight-line basis over the period from the grant date to the payout date. Related expense recorded for fiscal 2011, 2010, and 2009 was $2.3, $.2, and $.3, respectively.

On September 25, 2008, the Board of Directors approved a long-term cash incentive award for the corporate officers, which was tied to stock price improvements. The estimated fair value of the payout (based upon the Company’s periodic assessments of the likelihood of the achievement of stock price targets) was being accrued on a straight-line basis over the period from September 25, 2008 to December 30, 2010. The stock price targets were not achieved, so all previously recorded accruals were ultimately reversed. Related expense recorded for fiscal 2011, 2010, and 2009 was zero, $(1.0), and $1.0, respectively.

Deferred Compensation

The Plan provides for deferred compensation plans for non-management directors and key employees, as well as an Executive Savings Investment Plan.

Under the Deferred Compensation Plan for Non-Management Directors, any non-management director may elect to defer, within certain limitations, his retainer and fees until retirement or other termination of his directorship. Deferrals may be made in Ralcorp common stock equivalents (Equity Option) or in cash under a number of funds operated by The Vanguard Group Inc. with a variety of investment strategies and objectives (Vanguard Funds). Deferrals in the Equity Option receive a 33 1/3% Company matching contribution that is fully vested. All distributions under this plan are paid in cash.

Under the Deferred Compensation Plan for Key Employees, eligible employees may elect to defer payment of all or a portion of their bonus until some later date. Deferrals may be made in the Equity Option or in the Vanguard Funds. Under this plan, deferrals into the Equity Option are distributed in Ralcorp stock, while deferrals into the Vanguard Funds are distributed in cash.

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The Executive Savings Investment Plan generally allows eligible employees to defer up to 44% of their cash compensation. However, once they have reached the legislated maximum annual pre-tax contribution to the Company’s Savings Investment Plan [401(k)] or their compensation exceeds the legislated maximum compensation that can be recognized under that plan, they are eligible to defer an additional 2% to 6% of their cash compensation, a portion of which receives a Company matching contribution that vests at a rate of 25% for each year of Company service. Deferrals may be made in the Equity Option or in the Vanguard Funds. Under this plan, deferrals into the Equity Option are distributed in Ralcorp stock, while deferrals into the Vanguard Funds are distributed in cash.

Matching contributions related to these deferred compensation plans resulted in additional compensation expense of approximately $.5 annually for fiscal 2011, 2010, and 2009. Market adjustments to the liability and investment related to these plans resulted in pretax expense of $2.7 for fiscal 2011, a pretax gain of $.1 for fiscal 2010, and a pretax gain of $1.3 for fiscal 2009.

NOTE 20 – 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 accounting policies of the segments are the same as those described in Note 1. The Company’s revenues were primarily generated by sales within the United States (U.S.); foreign (primarily Canadian) sales were approximately 7% of total net sales. Sales are characterized as U.S. or foreign based on the address to which the product is shipped. As of September 30, 2011, all of the Company’s long-lived assets were located in the U.S. except for property located in Canada and Italy with a net carrying value of approximately $118.7. There were no material intersegment revenues (approximately 1% of total net sales). In fiscal 2011, 2010, and 2009, one customer accounted for $855.2, $724.8, and $738.7, respectively, or approximately 17-19%, of total net sales. Each of the segments sells products to this major customer.

The following tables present information about the Company’s operating segments, which are also its reportable segments. Note that “Additions to property and intangibles” excludes additions through business acquisitions (see Note 3).

74

	2011			2010			2009
Net sales
Branded Cereal Products	$	953.8		$	987.5		$	1,070.6
Other Cereal Products		838.5			799.7			803.3
Snacks, Sauces & Spreads		1,602.7			1,461.6			1,323.2
Frozen Bakery Products		768.6			698.3			694.8
Pasta		577.4			101.4			—
Total	$	4,741.0		$	4,048.5		$	3,891.9
Segment operating profit
Branded Cereal Products	$	206.0		$	220.6		$	250.6
Other Cereal Products		86.3			90.3			92.0
Snacks, Sauces & Spreads		135.5			152.6			117.6
Frozen Bakery Products		88.0			80.8			69.1
Pasta		126.1			21.6			—
Total segment operating profit		641.9			565.9			529.3
Interest expense, net		(134.0	)		(107.8	)		(99.0	)
Adjustments for economic hedges		(28.9	)		—			—
Post separation costs		(2.8	)		—			—
Merger and integration costs		(2.5	)		(33.1	)		(32.0	)
Accelerated amortization of intangible assets		(5.0	)		—			—
Impairment of intangible assets		(503.5	)		(39.9	)		—
Provision for legal settlement		(2.5	)		(7.5	)		—
Amounts related to plant closures		(4.1	)		(2.5	)		(.5	)
Gain on forward sale contracts		—			—			17.6
Gain on sale of securities		—			—			70.6
Stock-based compensation expense		(16.4	)		(17.9	)		(13.4	)
Systems upgrade and conversion costs		(7.7	)		(9.6	)		(.5	)
Other unallocated corporate expenses		(38.7	)		(33.5	)		(34.6	)
(Loss) earnings before income taxes and equity earnings	$	(104.2	)	$	314.1		$	437.5
Additions to property and intangibles
Branded Cereal Products	$	14.7		$	24.3		$	36.8
Other Cereal Products		14.5			15.6			13.8
Snacks, Sauces & Spreads		58.7			50.9			29.6
Frozen Bakery Products		21.3			23.7			12.3
Pasta		20.9			2.8			—
Corporate		11.0			11.6			22.5
Total	$	141.1		$	128.9		$	115.0
Depreciation and amortization
Branded Cereal Products	$	58.7		$	55.4		$	50.6
Other Cereal Products		21.2			21.3			20.7
Snacks, Sauces & Spreads		41.0			36.2			31.1
Frozen Bakery Products		39.4			36.7			35.4
Pasta		52.2			8.7			—
Corporate		14.0			8.5			6.9
Total	$	226.5		$	166.8		$	144.7
Assets, end of year
Branded Cereal Products	$	2,670.6		$	3,271.3		$	3,351.7
Other Cereal Products		263.4			268.7			269.5
Snacks, Sauces & Spreads		799.0			760.0			604.0
Frozen Bakery Products		712.9			743.4			723.9
Pasta		1,463.0			1,456.6			—
Total segment assets		5,908.9			6,500.0			4,949.1
Cash & Cash Equivalents		50.0			29.3			282.8
Investment in Ralcorp Receivables Corporation		—			137.8			134.4
Other unallocated corporate assets		374.3			137.8			85.9
Total	$	6,333.2		$	6,804.9		$	5,452.2

75

NOTE 21 – QUARTERLY FINANCIAL DATA (UNAUDITED)

The results for any single quarter are not necessarily indicative of the Company’s results for any other quarter or the full year. Selected quarterly financial data is shown below. The impairment of intangible assets, merger and integration costs, provision for legal settlement, and gain on forward sale contracts and sale of securities are described in Note 4, Note 3, Note 16, Note 6, and Note 7, respectively, and (along with amounts related to plant closures) are unusual or infrequently occurring items.

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Total Year
Fiscal 2011
Net sales	$	1,173.3		$	1,172.6		$	1,171.9		$	1,223.2		$	4,741.0
Gross profit		318.0			340.0			289.7			295.1			1,242.8
Adjustments for economic hedges		4.8			6.0			(21.2	)		(18.5	)		(28.9	)
Post separation costs		—			—			—			(2.8	)		(2.8	)
Merger and integration costs		(.2	)		(.1	)		(1.2	)		(1.0	)		(2.5	)
Impairment of intangible assets		—			—			(32.1	)		(471.4	)		(503.5	)
Provision for legal settlement		(2.5	)		—			—			—			(2.5	)
Amounts related to plant closures		(.2	)		(.2	)		(2.4	)		(1.3	)		(4.1	)
Net earnings (loss)		71.3			83.3			28.3			(370.1	)		(187.2	)
Diluted earnings (loss) per share		1.28			1.50			.50			(6.72	)		(3.41	)
Fiscal 2010
Net sales	$	991.9		$	965.0		$	962.4		$	1,129.2		$	4,048.5
Gross profit		272.8			266.4			245.3			292.4			1,076.9
Merger and integration costs		(.6	)		(4.5	)		(13.5	)		(14.5	)		(33.1	)
Impairment of intangible assets		—			(20.5	)		—			(19.4	)		(39.9	)
Provision for legal settlement		—			—			—			(7.5	)		(7.5	)
Amounts related to plant closures		(.7	)		(.1	)		(.2	)		(1.5	)		(2.5	)
Net earnings		67.2			46.7			53.0			41.9			208.8
Diluted earnings per share		1.19			.84			.95			.76			3.74

76

NOTE 22 – CONDENSED FINANCIAL STATEMENTS OF GUARANTORS

As described in Note 15, 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). The guarantees are subject to release in limited circumstances (only upon the occurrence of certain customary conditions). In addition, such securities are collateralized by 65% of the stock of Ralcorp’s indirectly wholly owned foreign 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 Operations

	Year Ended September 30, 2011
	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net Sales	$	529.3		$	4,000.9		$	361.9		$	(151.1	)	$	4,741.0
Other intercompany revenues		1.8			11.0			65.7			(78.5	)		—
Cost of goods sold		(420.4	)		(2,917.3	)		(311.6	)		151.1			(3,498.2	)
Gross Profit		110.7			1,094.6			116.0			(78.5	)		1,242.8
Selling, general and administrative expenses		(134.4	)		(495.0	)		(67.5	)		78.5			(618.4	)
Amortization of intangible assets		(10.7	)		(61.4	)		(6.1	)		—			(78.2	)
Impairment of intangible assets		—			(503.5	)		—			—			(503.5	)
Other operating expenses, net		(3.6	)		(6.4	)		(2.9	)		—			(12.9	)
Operating (Loss) Profit		(38.0	)		28.3			39.5			—			29.8
Interest (expense) income, net		(136.8	)		.6			2.2			—			(134.0	)
(Loss) Earnings before Income Taxes and Equity Earnings		(174.8	)		28.9			41.7			—			(104.2	)
Income taxes		83.1			(149.6	)		(16.5	)		—			(83.0	)
(Loss) Earnings before Equity Earnings		(91.7	)		(120.7	)		25.2			—			(187.2	)
Equity in (loss) earnings of subsidiaries		(95.5	)		1.5			—			94.0			—
Net (Loss) Earnings	$	(187.2	)	$	(119.2	)	$	25.2		$	94.0		$	(187.2	)
	Year Ended September 30, 2010
	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net Sales	$	516.3		$	3,432.3		$	217.1		$	(117.2	)	$	4,048.5
Other intercompany revenues		1.8			5.9			60.8			(68.5	)		—
Cost of goods sold		(386.6	)		(2,502.2	)		(200.0	)		117.2			(2,971.6	)
Gross Profit		131.5			936.0			77.9			(68.5	)		1,076.9
Selling, general and administrative expenses		(139.2	)		(391.7	)		(65.7	)		68.5			(528.1	)
Amortization of intangible assets		(6.3	)		(38.9	)		(4.1	)		—			(49.3	)
Impairment of intangible assets		—			(39.9	)		—			—			(39.9	)
Other operating expenses, net		(23.7	)		(13.6	)		(.4	)		—			(37.7	)
Operating Profit		(37.7	)		451.9			7.7			—			421.9
Interest (expense) income, net		(110.4	)		.2			2.4			—			(107.8	)
Earnings before Income Taxes and Equity Earnings		(148.1	)		452.1			10.1			—			314.1
Income taxes		32.7			(133.7	)		(4.3	)		—			(105.3	)
Earnings before Equity Earnings		(115.4	)		318.4			5.8			—			208.8
Equity in earnings of subsidiaries		324.2			(10.2	)		—			(314.0	)		—
Net Earnings	$	208.8		$	308.2		$	5.8		$	(314.0	)	$	208.8

77

	Year Ended September 30, 2009
	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net Sales	$	544.5		$	3,275.2		$	181.4		$	(109.2	)	$	3,891.9
Other intercompany revenues		1.9			6.0			32.9			(40.8	)		—
Cost of goods sold		(409.5	)		(2,384.1	)		(149.7	)		109.2			(2,834.1	)
Gross Profit		136.9			897.1			64.6			(40.8	)		1,057.8
Selling, general and administrative expenses		(152.6	)		(408.3	)		(44.2	)		40.8			(564.3	)
Amortization of intangible assets		(5.6	)		(35.1	)		(1.6	)		—			(42.3	)
Other operating expenses, net		(.6	)		(2.0	)		(.3	)		—			(2.9	)
Operating Profit		(21.9	)		451.7			18.5			—			448.3
Interest (expense) income, net		(101.7	)		(1.2	)		3.9			—			(99.0	)
Gain on forward sale contracts		—			17.6			—			—			17.6
Gain on sale of securities		—			70.6			—			—			70.6
Earnings before Income Taxes and Equity Earnings		(123.6	)		538.7			22.4			—			437.5
Income taxes		15.3			(167.8	)		(4.4	)		—			(156.9	)
Earnings before Equity Earnings		(108.3	)		370.9			18.0			—			280.6
Equity in earnings of subsidiaries		398.7			2.6			—			(401.3	)		—
Equity in earnings of Vail Resorts, Inc., net of related deferred income taxes		—			9.8			—			—			9.8
Net Earnings	$	290.4		$	383.3		$	18.0		$	(401.3	)	$	290.4

78

Condensed Consolidating Balance Sheets

	September 30, 2011
	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Assets
Current Assets
Cash and cash equivalents	$	2.5		$	—		$	50.8		$	(3.3	)	$	50.0
Marketable securities		8.2			—			—			—			8.2
Receivables, net		57.5			70.0			284.7			(1.8	)		410.4
Inventories		65.2			395.3			30.2			—			490.7
Deferred income taxes		14.4			4.8			.4			—			19.6
Prepaid expenses and other current assets		3.4			10.3			2.1			—			15.8
Total Current Assets		151.2			480.4			368.2			(5.1	)		994.7
Intercompany Notes and Interest		—			88.8			130.7			(219.5	)		—
Investment in Subsidiaries		4,921.9			267.7			—			(5,189.6	)		—
Property		252.5			1,488.8			228.1			—			1,969.4
Accumulated Depreciation		(177.1	)		(541.9	)		(55.1	)		—			(774.1	)
Goodwill		—			2,491.0			99.1			—			2,590.1
Other Intangible Assets		66.3			1,639.2			70.7			—			1,776.2
Accumulated Amortization		(40.8	)		(203.2	)		(15.7	)		—			(259.7	)
Other Assets		11.5			24.9			.2			—			36.6
Total Assets	$	5,185.5		$	5,735.7		$	826.2		$	(5,414.2	)	$	6,333.2
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts and notes payable	$	74.7		$	201.8		$	146.8		$	(5.1	)	$	418.2
Other current liabilities		150.9			84.5			18.3			—			253.7
Total Current Liabilities		225.6			286.3			165.1			(5.1	)		671.9
Intercompany Notes and Interest		115.6			15.1			88.8			(219.5	)		—
Long-term Debt		2,172.5			—			—			—			2,172.5
Deferred Income Taxes		(141.0	)		765.5			11.1			—			635.6
Other Liabilities		193.6			3.2			37.2			—			234.0
Total Liabilities		2,566.3			1,070.1			302.2			(224.6	)		3,714.0
Shareholders’ Equity
Common stock		.6			—			—			—			.6
Other shareholders’ equity		2,618.6			4,665.6			524.0			(5,189.6	)		2,618.6
Total Shareholders’ Equity		2,619.2			4,665.6			524.0			(5,189.6	)		2,619.2
Total Liabilities and Shareholders’ Equity	$	5,185.5		$	5,735.7		$	826.2		$	(5,414.2	)	$	6,333.2

79

	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		5,342.7			347.2			—			(5,689.9	)		—
Property		239.4			1,392.9			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	$	5,770.0		$	6,343.2		$	683.3		$	(5,991.6	)	$	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		(81.0	)		753.2			12.9			—			685.1
Other Liabilities		160.7			7.8			30.1			—			198.6
Total Liabilities		2,940.8			1,039.2			117.4			(121.7	)		3,975.7
Shareholders’ Equity
Common stock		.6			—			—			—			.6
Other shareholders’ equity		2,828.6			5,304.0			565.9			(5,869.9	)		2,828.6
Total Shareholders’ Equity		2,829.2			5,304.0			565.9			(5,869.9	)		2,829.2
Total Liabilities and Shareholders’ Equity	$	5,770.0		$	6,343.2		$	683.3		$	(5,991.6	)	$	6,804.9

80

Condensed Consolidating Statements of Cash Flows

	Year Ended September 30, 2011
	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net Cash Provided by Operating Activities	$	65.0		$	532.0		$	(88.0	)	$	(3.3	)	$	505.7
Cash Flows from Investing Activities
Business acquisitions, net of cash acquired		—			—			—			—			—
Additions to property and intangible assets		(19.9	)		(114.5	)		(6.7	)		—			(141.1	)
Proceeds from sale of property		—			.5			—			—			.5
Purchases of securities		(21.6	)		—			—			—			(21.6	)
Proceeds from sale or maturity of securities		23.4			—			—			—			23.4
Intercompany investments and advances		401.5			(415.3	)		13.8			—			—
Net Cash Provided (Used) by Investing Activities		383.4			(529.3	)		7.1			—			(138.8	)
Cash Flows from Financing Activities
Proceeds from issuance of long-term debt		—			—			—			—			—
Repayments of long-term debt		(49.7	)		—			—			—			(49.7	)
Net borrowings under credit arrangements		(403.5	)		—			105.0			—			(298.5	)
Purchase of treasury stock		(1.5	)		—			—			—			(1.5	)
Proceeds and tax benefits from exercise of stock awards		13.5			—			—			—			13.5
Changes in book cash overdrafts		(5.3	)		(2.9	)		—			—			(8.2	)
Other, net		—			(.1	)		—			—			(.1	)
Net Cash (Used) Provided by Financing Activities		(446.5	)		(3.0	)		105.0			—			(344.5	)
Effect of Exchange Rate Changes on Cash		—			—			(1.7	)		—			(1.7	)
Net Increase (Decrease) in Cash and Cash Equivalents		1.9			(.3	)		22.4			(3.3	)		20.7
Cash and Cash Equivalents, Beginning of Period		.6			.3			28.4			—			29.3
Cash and Cash Equivalents, End of Period	$	2.5		$	—		$	50.8		$	(3.3	)	$	50.0

	Year Ended September 30, 2010
	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Consolidated
Net Cash Provided by Operating Activities	$	200.4		$	78.0		$	23.5		$	301.9
Cash Flows from Investing Activities
Business acquisitions, net of cash acquired		(178.4	)		(1,140.7	)		7.1			(1,312.0	)
Additions to property and intangible assets		(23.8	)		(91.1	)		(14.0	)		(128.9	)
Proceeds from sale of property		—			.4			.1			.5
Purchases of securities		(22.8	)		—			—			(22.8	)
Proceeds from sale or maturity of securities		24.8			—			—			24.8
Intercompany investments and advances		(1,129.9	)		1,138.8			(8.9	)		—
Net Cash Used by Investing Activities		(1,330.1	)		(92.6	)		(15.7	)		(1,438.4	)
Cash Flows from Financing Activities
Proceeds from issuance of long-term debt		653.2			—			—			653.2
Repayments of long-term debt		(95.3	)		—			—			(95.3	)
Net borrowings under credit arrangements		423.4			—			—			423.4
Purchase of treasury stock		(115.5	)		—			—			(115.5	)
Proceeds and tax benefits from exercise of stock awards		9.4			—			—			9.4
Changes in book cash overdrafts		(8.4	)		14.9			—			6.5
Other, net		—			(.2	)		—			(.2	)
Net Cash Provided by Financing Activities		866.8			14.7			—			881.5
Effect of exchange rate changes on cash		—			—			1.5			1.5
Net (Decrease) Increase in Cash and Cash Equivalents		(262.9	)		.1			9.3			(253.5	)
Cash and Cash Equivalents, Beginning of Period		263.5			.2			19.1			282.8
Cash and Cash Equivalents, End of Period	$	.6		$	.3		$	28.4		$	29.3

81

	Year Ended September 30, 2009
	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Consolidated
Net Cash (Used) Provided by Operating Activities	$	(148.3	)	$	458.7		$	16.3		$	326.7
Cash Flows from Investing Activities
Business acquisitions, net of cash acquired		4.2			(59.2	)		—			(55.0	)
Additions to property and intangible assets		(33.2	)		(71.5	)		(10.3	)		(115.0	)
Proceeds from sale of property		—			.1			—			.1
Purchase of securities		(16.2	)		—			—			(16.2	)
Proceeds from sale or maturity of securities		13.5			82.4			—			95.9
Intercompany investments and advances		411.7			(416.2	)		4.5			—
Net Cash Provided (Used) by Investing Activities		380.0			(464.4	)		(5.8	)		(90.2	)
Cash Flows from Financing Activities
Proceeds from issuance of long-term debt		400.0			—			—			400.0
Repayment of long-term debt		(389.7	)		—			—			(389.7	)
Net repayments under credit arrangements		(22.1	)		—			—			(22.1	)
Proceeds and tax benefits from exercise of stock awards		15.2			—			—			15.2
Change in book cash overdrafts		23.4			5.3			(.9	)		27.8
Other, net		(1.0	)		(.3	)		—			(1.3	)
Net Cash Provided (Used) by Financing Activities		25.8			5.0			(.9	)		29.9
Effect of exchange rate changes on cash		—			—			2.3			2.3
Net Increase (Decrease) in Cash and Cash Equivalents		257.5			(.7	)		11.9			268.7
Cash and Cash Equivalents, Beginning of Year		6.0			.9			7.2			14.1
Cash and Cash Equivalents, End of Year	$	263.5		$	.2		$	19.1		$	282.8

NOTE 23 – SUBSEQUENT AND PENDING EVENTS

On October 3, 2011, Ralcorp completed the acquisition of the North American private brand refrigerated dough business of Sara Lee Corp. The refrigerated dough business is a leading manufacturer and distributor of a full range of private brand refrigerated dough products in the U.S. To fund the $545 transaction, Ralcorp entered into a short-term financing arrangement that is expected to be repaid with a portion of the proceeds generated by financing to be incurred in connection with the separation of its Post cereals business (discussed in the following paragraph). The refrigerated dough business, which will operate as part of the Frozen Bakery Products segment, employs approximately 700 people and has manufacturing and distribution facilities in Carrollton, Texas and Forest Park, Georgia. Because the initial accounting for this business combination is incomplete, the Company cannot currently provide all of the disclosures required for a business combination. The identification and valuation of acquired intangible assets, the appraisal of acquired property, and other significant accounting analyses have not been completed. Therefore, the Company cannot currently determine and disclose the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. Similarly, the Company cannot currently determine and disclose revenue and earnings of Ralcorp as though this business combination had occurred as of the beginning of each of the periods presented (supplemental pro forma information). Among other pro forma adjustments, the calculation of this supplemental pro forma information requires adjustments for amortization of intangible assets, which will be based upon the fair value and estimated useful lives of acquired intangible assets. While goodwill associated with the acquisition is expected to be attributable to the assembled workforce of the acquired business and the significant synergies and opportunities expected from the combination of the acquired business with existing Ralcorp businesses (especially the businesses in the Frozen Bakery Products segment), the amount of that goodwill has not yet been determined. Similarly, while goodwill is expected to be deductible for tax purposes, the amount of that goodwill for tax purposes has not yet been determined.

On July 14, 2011, Ralcorp announced that its board of directors agreed in principle to separate Ralcorp and Post (the Branded Cereal Products segment) in a tax-free spin-off to Ralcorp shareholders. At or prior to this transaction, Post is expected to issue debt, with a portion of the proceeds going to Ralcorp. This transaction remains subject to receipt of an Internal Revenue Service ruling, final approval by Ralcorp’s board of directors and other customary conditions, but is expected to be completed in the first half of fiscal 2012.

82

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES

The Company’s management, with the participation of the Company’s Co-Chief Executive Officers and its Chief Accounting Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of September 30, 2011. Based upon that evaluation, the Co-Chief Executive Officers and the Chief Accounting Officer have concluded that, as of September 30, 2011, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information that is required to be disclosed by the Company in the reports that it files or submits under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and (ii) is accumulated and communicated to the Company’s management, including its Co-Chief Executive Officers and its Chief Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting during our fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

A Report of Management Responsibilities as well as Management’s Report on Internal Control over Financial Reporting, together with the attestation report thereon of PricewaterhouseCoopers LLP, is provided in Item 8 of this report and is incorporated herein by reference.

ITEM 9B. OTHER INFORMATION

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information regarding directors under the headings “Corporate Governance – Director Biographies,” “Board Meetings and Committees,” and “Security Ownership of Certain Shareholders – Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s 2012 Notice of Annual Meeting and Proxy Statement is hereby incorporated by reference. Information regarding Executive Officers of the Company is included under Item 1 of Part I.

The registrant has adopted a code of ethics, our “Standards of Business Conduct,” applicable to all corporate officers and employees, which sets forth the Company’s expectations for the conduct of business by officers and employees. The directors have adopted, and are required to abide by, the Directors Code of Ethics. Both documents are available on the Company’s website at www.ralcorp.com/corporategovernance.htm. In the event the Company modifies either document or waivers of compliance are granted to officers or directors, the Company will post such modifications or waivers on its website or in a report on Form 8-K.

ITEM 11. EXECUTIVE COMPENSATION

Information appearing under the headings “Compensation of Officers and Directors,” “Compensation Committee Interlocks and Insider Participation” and “Corporate Governance and Compensation Committee Report” in the Company’s 2012 Notice of Annual Meeting and Proxy Statement is hereby incorporated by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The discussion of the security ownership of certain beneficial owners and management appearing under the headings “Security Ownership of Certain Shareholders” and equity compensation plan information under the heading “Equity Compensation Plan Information” in the Company’s 2012 Notice of Annual Meeting and Proxy Statement is hereby incorporated by reference.

83

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information appearing under the heading “Certain Relationships and Related Transactions” and “Corporate Governance – Director Independence” of the Company’s 2012 Notice of Annual Meeting and Proxy Statement is hereby incorporated by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information under the heading “Ratification of Appointment of Independent Registered Public Accounting Firm” in the Company’s 2012 Notice of Annual Meeting and Proxy Statement is hereby incorporated by reference.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Documents filed as a part of this report:

1. Financial Statements. The following are filed as a part of this document under Item 8.

• Management’s Report on Internal Control over Financial Reporting

• Report of Independent Registered Public Accounting Firm

• Consolidated Statements of Operations for years ended September 30, 2011, 2010 and 2009

• Consolidated Balance Sheets at September 30, 2011 and 2010

• Consolidated Statements of Cash Flows for years ended September 30, 2011, 2010 and 2009

• Consolidated Statements of Shareholders’ Equity for the three years ended September 30, 2011

• Notes to Consolidated Financial Statements

2. Financial Statement Schedules. None. Schedules not included have been omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

3. Exhibits. See the Exhibit Index that appears at the end of this document and which is incorporated herein. Exhibits 10.13 through 10.68 are management compensation plans or arrangements.

84

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, Ralcorp Holdings, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

RALCORP HOLDINGS, INC.

By:	/s/ KEVIN J. HUNT	By:	/s/ DAVID P. SKARIE
	Kevin J. Hunt		David P. Skarie
	Co-Chief Executive Officer and President		Co-Chief Executive Officer and President

December 14, 2011

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints G. A. Billhartz and T. G. Granneman and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resolution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/    KEVIN J. HUNT         Kevin J. Hunt	Director and Co-Chief Executive Officer and President (Principal Executive Officer)	December 14, 2011
/s/    DAVID P. SKARIE         David P. Skarie	Director and Co-Chief Executive Officer and President (Principal Executive Officer)	December 14, 2011
/s/    THOMAS G. GRANNEMAN         Thomas G. Granneman	Corporate Vice President and Chief Accounting Officer (Principal Financial and Accounting Officer)	December 14, 2011
/s/    BENJAMIN OLA. AKANDE         Benjamin Ola. Akande	Director	December 14, 2011
/s/    BILL G. ARMSTRONG         Bill G. Armstrong	Director	December 14, 2011
/s/    DAVID R. BANKS         David R. Banks	Director	December 14, 2011
/s/    JONATHAN E. BAUM	Director	December 14, 2011
Jonathan E. Baum
/s/    JACK W. GOODALL         Jack W. Goodall	Director	December 14, 2011
/s/    DAVID W. KEMPER         David W. Kemper	Director	December 14, 2011
/s/    J. PATRICK MULCAHY          J. Patrick Mulcahy	Director	December 14, 2011
/s/    WILLIAM P. STIRITZ         William P. Stiritz	Director	December 14, 2011
/s/    DAVID R. WENZEL         David R. Wenzel	Director	December 14, 2011

85

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
*2.1	RMT Transaction Agreement dated 11/15/07, by and among Kraft Foods Inc., Cable Holdco Inc., Ralcorp Holdings, Inc. and Ralcorp Mailman LLC (Filed as Exhibit 2.1 to the Company’s Form 8-K filed November 20, 2007)
*2.2	Agreement and Plan of Merger dated as of June 20, 2010, by and among American Italian Pasta Company, a Delaware corporation, Ralcorp Holdings, Inc., a Missouri corporation, and Excelsior Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Ralcorp Holdings, Inc. (Filed as to Exhibit 2.1 to the Company’s Form 8-K filed June 21, 2010)
*2.3	Amendment to Agreement and Plan of Merger dated as of July 15, 2010, by and among American Italian Pasta Company, a Delaware corporation, Ralcorp Holdings, Inc., a Missouri corporation, and Excelsior Acquisition Co., a Delaware corporation and an indirect wholly owned subsidiary of Ralcorp Holdings, Inc. (Filed as Exhibit 2.1 to the Company’s Form 8-K filed July 16, 2010)
*2.4	Securities Purchase Agreement dated August 8, 2011 by and among Ralcorp Frozen Bakery Products, Inc., Ralcorp Holdings, Inc. and Sara Lee Corporation (Filed as Exhibit 2.1 to the Company’s Form 8- K filed August 12, 2011)
*3.1	Restated Articles of Incorporation of Ralcorp Holdings, Inc. (Filed as Exhibit 3.1 to the Company's Form 10-Q for the period ended December 31, 1996)
*3.2	Amended Bylaws of Ralcorp Holdings, Inc. (Filed as Exhibit 3.2 to the Company’s Form 8-K filed September 24, 2009)
*3.3	Certificate of Designations for Series E Junior Participating Cumulative Preferred Stock of Ralcorp Holdings, Inc. (Filed as Exhibit 3.2 to the Company’s Form 8-K filed May 4, 2011)
*4.1	Shareholder Protection Rights Agreement dated May 4, 2011, by and between Ralcorp Holdings, Inc. and Computershare Trust Company, N.A., as Rights Agent, which includes the Form of Right Certificate as Exhibit A and the Form of Certificate of Designations for Series E Junior Participating Cumulative Preferred Stock as Exhibit C. (Filed as Exhibit 4.1 to the Company’s Form 8-K filed May 4, 2011)
*4.2	Indenture, dated August 4, 2008, between Cable Holdco, Inc. and Deutsche Bank Trust Company Americas, as trustee (Filed as Exhibit 4.1 to the Company’s Form 8-K filed August 8, 2008)
*4.3	First Supplemental Indenture, dated August 4, 2008, by and between Ralcorp Mailman LLC and Deutsche Bank Trust Company Americas (Filed as Exhibit 4.2 to the Company’s form 8-K filed August 8, 2008)
*4.4	Second Supplemental Indenture, dated August 4, 2008, by and between Ralcorp Holdings, Inc. and Deutsche Bank Trust Company Americas (Filed as Exhibit 4.3 to the Company’s Form 8-K filed August 8, 2008)
*4.5	Indenture, dated as of August 14, 2009, by and among Ralcorp Holdings, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee (Filed as Exhibit 4.1 to the Company’s Form 8-K filed August 17, 2009)
*4.6	Supplemental Indenture, dated as of August 14, 2009, by and among Ralcorp Holdings, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee (Filed as Exhibit 4.2 to the Company’s Form 8-K filed August 17, 2009)
*4.7	Registration Rights Agreement, dated as of August 14, 2009 by and among Ralcorp Holdings, Inc., the guarantors named therein, and J.P. Morgan Securities Inc., and Banc of America Securities LLC, as representatives of the initial purchasers (Filed as Exhibit 4.3 to the Company’s Form 8-K filed August 17, 2009)
*4.8	Second Supplemental Indenture, dated as of July 26, 2010, by and among Ralcorp Holdings, Inc., the guarantors names therein and Deutsche Bank Trust Company Americas, as trustee (Filed as Exhibit 4.5 to the Company’s Form 8-K filed July 28, 2010)

86

Exhibit Number	Description of Exhibit
*10.1	Reorganization Agreement dated as of January 31, 1997 by and among Ralcorp Holdings, Inc., New Ralcorp Holdings, Inc., Ralston Foods, Inc., Chex, Inc. and General Mills, Inc. (Filed as Exhibit 10.2 to the Company’s Form 10-Q for the period ended December 31, 1996)
*10.2	Receivables Purchase Agreement dated as of September 25, 2001 among Ralcorp Receivables Corporation, Ralcorp Holdings, Inc., Falcon Asset Securitization Corporation and Bank One, N.A. (Filed as Exhibit 10.4 to the Company’s Form 10-K for the year ended September 30, 2001)
*10.3	Amendment No. 5 to Receivables Purchase Agreement dated as of September 25, 2001 among Ralcorp Receivables Corporation, Ralcorp Holdings, Inc., Falcon Asset Securitization Corporation and Bank One, N.A. dated October 20, 2005 (Filed as Exhibit 10.4 to the Company’s Form 10-K for the year ended September 30, 2005)
*10.4	Amendment No. 6 to Receivables Purchase Agreement dated October 19, 2006 among Ralcorp Holdings, Inc., Ralcorp Receivables Corporation, Falcon Asset Securitization Company LLC, formerly known as Falcon Asset Securitization Corporation and JPMorgan Chase Bank, N.A., successor by merger to Bank One, NA (Filed as Exhibit 10.1 to the Company’s Form 8-K filed October 25, 2006)
*10.5	Amendment No. 7 to Receivables Purchase Agreement dated October 18, 2007 among Ralcorp Holdings, Inc., Ralcorp Receivables Corporation, Falcon Asset Securitization Company LLC, formerly known as Falcon Asset Securitization Corporation and JPMorgan Chase Bank, N.A., successor by merger to Bank One, NA (Filed as Exhibit 10.6 to the Company’s Form 10-K dated November 29, 2007)
*10.6	Amendment No. 8 to Receivables Purchase Agreement dated October 18, 2007 among Ralcorp Holdings, Inc., Ralcorp Receivables Corporation, Falcon Asset Securitization Company LLC, formerly known as Falcon Asset Securitization Corporation and JPMorgan Chase Bank, N.A., successor by merger to Bank One, NA (Filed as Exhibit 10.1 to the Company’s Form 10-Q for the period ended March 31, 2008)
*10.7	Amendment No. 9 to Receivables Purchase Agreement dated October 16, 2008 (Filed as Exhibit 10.1 to the Company’s Form 8-K filed October 16, 2008)
*10.8	Amendment No. 10 to Receivables Purchase Agreement dated October 15, 2009 (Filed as Exhibit 10.8 to the Company’s Form 10-K for the year ended September 30, 2009)
*10.9	Amended and Restated Receivables Purchase Agreement, dated as of November 4, 2010, among Ralcorp Holdings, Inc., Ralcorp Receivables Corporation, the Commercial Paper Conduits party thereto, the Committed Purchasers party thereto, the Funding Agents party thereto, and JPMorgan Chase Bank, N.A., as agent (Filed as Exhibit 10.1 to the Company’s Form 8-K filed November 9, 2010)
*10.10	Amended and Restated Receivables Sale Agreement, dated as of November 4, 2010, among the Originators party thereto and Ralcorp Receivables Corporation (Filed as Exhibit 10.2 to the Company’s Form 8-K filed November 9, 2010)
*10.11	Agreement and Plan of Merger dated as of August 13, 1996 by and among Ralcorp Holdings, Inc., General Mills, Inc. and General Mills Missouri, Inc. (Filed as Exhibit 2.6 to the Company’s Form 10 dated December 27, 1996)
*10.12	Stock Purchase Agreement by and among Vail Resorts, Inc., Ralston Foods, Inc. and Ralston Resorts, Inc. dated July 22, 1996 (Filed as Exhibit 10.10 to the Company’s Registration Statement on Form 10, dated December 27, 1996)
*10.13	Amended and Restated Incentive Stock Plan Effective October 1, 2008 (Filed as Exhibit 10.10 to the Company’s Form 10-K for the year ended September 30, 2008)
*10.14	Form of Amended and Restated Management Continuity Agreement for Corporate Officers (Filed as Exhibit 10.2 to the Company’s Form 10-Q for the period ended March 31, 2006)
*10.15	Form of Management Continuity Agreement for Co-Chief Executive Officers (Filed as Exhibit 10.1 to the Company’s Form 10-Q for the period ended March 31, 2006)

87

Exhibit Number	Description of Exhibit
*10.16	Split Dollar Second to Die Life Insurance Arrangement (Filed as Exhibit 10.07 to the Company’s Registration Statement on Form 10 dated December 27, 1996)
*10.17	Amended and Restated Deferred Compensation Plan for Non-Management Directors Effective October 1, 2008. (Filed as Exhibit 10.17 to the Company’s Form 10-K for the year ended September 30, 2008)
*10.18	Amended and Restated Deferred Compensation Plan for Key Employees Effective October 1, 2008. (Filed as Exhibit 10.18 to the Company’s Form 10-K for the year ended September 30, 2008)
*10.19	Executive Health Plan Effective January 1, 2001 (Filed as Exhibit 10.20 to the Company’s Form 10-K for the year ended September 30, 2005)
*10.20	Amended and Restated Executive Long Term Disability Plan Effective October 1, 2005 (Filed as Exhibit 10.21 to the Company’s Form 10-K for the year ended September 30, 2005)
*10.21	Supplemental Retirement Plan (Filed as Exhibit 10.14 to the Company’s Registration Statement on Form 10 dated December 27, 1996)
*10.22	Amended and Restated Retired Executive Survivor Benefit Plan Effective October 1, 2005 (Filed as Exhibit 10.23 to the Company’s Form 10-K for the year ended September 30, 2005)
*10.23	Amended and Restated Executive Savings Investment Plan Effective October 1, 2008 (Filed as Exhibit 10.23 to the Company’s Form 10-K for the year ended September 30, 2008)
*10.24	Form of Indemnification Agreement for all Non-Management Directors of the Company (Filed as Exhibit 10.35 to the Company’s Form 10-K for the year ended September 30, 1999)
*10.25	Form of Indemnification Agreement for all Management Directors of the Company (Filed as Exhibit 10.36 to the Company’s Form 10-K for the year ended September 30, 1999)
*10.26	Form of Indemnification Agreement for all Corporate Officers who are not Directors of the Company (Filed as Exhibit 10.37 to the Company’s Form 10-K for the year ended September 30, 1999)
*10.27	Summary of Terms of 1999 Non-Qualified Stock Options (Filed as Exhibit 10.38 to the Company’s Form 10-K for the year ended September 30, 1999)
*10.28	Form of Non-Qualified Stock Option Agreement dated May 24, 2001 for each Non-Management Director (Filed as Exhibit 10.34 to the Company’s Form 10-K for the year ended September 30, 2001)
*10.29	Form of Non-Qualified Director Stock Option Agreement dated September 27, 2001 for each Non- Management Director (Filed as Exhibit 10.35 to the Company’s Form 10-K for the year ended September 30, 2001)
*10.30	Restricted Stock Award Agreement dated May 24, 2001 with William P. Stiritz (Filed as Exhibit 10.36 to the Company’s Form 10-K for the year ended September 30, 2001)
*10.31	Amended and Restated Ralcorp Holdings, Inc. 2002 Incentive Stock Plan Effective October 1, 2008 (Filed as Exhibit 10.32 to the Company’s Form 10-K for the year ended September 30, 2008)
*10.32	2002 Restricted Stock Award Agreement with William P. Stiritz granted January 2, 2002 (Filed as Exhibit 10.1 to the Company’s Form 10-Q for the period ended March 31, 2002)
*10.33	Form of 2002 Non-Qualified Stock Option Agreement (Filed as Exhibit 10.2 to the Company’s Form 10-Q for the period ended March 31, 2002)
*10.34	Form of 2002 Non-Qualified Stock Option Agreement for Non-Management Directors (Filed as Exhibit 10.41 to the Company’s Form 10-K for the year ended September 30, 2002)
*10.35	2003 Restricted Stock Award Agreement with William P. Stiritz (Filed as Exhibit 10.42 to the Company’s Form 10-K for the year ended September 30, 2003)
*10.36	Form of 2003 Non-Qualified Stock Option Agreement (Filed as Exhibit 10.43 to the Company’s Form 10-K for the year ended September 30, 2003)

88

Exhibit Number	Description of Exhibit
*10.37	Form of 2003 Non-Qualified Stock Option Agreement for Non-Management Directors (Filed as Exhibit 10.44 to the Company’s Form 10-K for the year ended September 30, 2003)
*10.38	Restricted Stock Award Agreement dated January 2, 2004 with William P. Stiritz (Filed as Exhibit 10.42 to the Company’s Form 10-K for the year ended September 30, 2004)
*10.39	Form of Non-Qualified Stock Option Agreement dated February 5, 2004 (Filed as Exhibit 10.44 to the Company’s Form 10-K for the year ended September 30, 2004)
*10.40	Form of 2004 Long-Term Restricted Stock Award for Corporate Officers (Filed as Exhibit 99.1 to the Company’s Form 8-K dated as of September 29, 2004)
*10.41	Form of Director Non-Qualified Stock Option Agreement dated September 23, 2004 (Filed as Exhibit 99.1 to the Company’s Form 8-K dated September 29, 2004)
*10.42	Form of Non-Qualified Stock Option Agreement dated February 2, 2005 (Filed as Exhibit 10.2 to the Company’s Form 10-Q for the period ended March 31, 2005)
*10.43	Restricted Stock Award Agreement dated June 29, 2005 (Filed as Exhibit 10.1 to the Company’s Form 10-Q for the period ended June 30, 2005)
*10.44	Form of Director Non-Qualified Stock Option Agreement dated September 29, 2005 (Filed as Exhibit 99.1 to the Company’s Form 8-K dated October 5, 2005)
*10.45	Form of Stock Appreciation Rights Agreement dated September 29, 2005 (Filed as Exhibit 10.48 to the Company’s Form 10-K for the year ended September 30, 2005)
*10.46	Restricted Stock Award Agreement dated January 3, 2006 with William P. Stiritz (Filed as Exhibit 99.1 to the Company’s Form 8-K dated January 5, 2006)
*10.47	Form of 2006 Non-Qualified Stock Option Agreement dated September 28, 2006 (Filed as Exhibit 99.1 to the Company’s Form 8-K filed October 4, 2006)
*10.48	Form of Stock Appreciation Rights – Summary of Terms (Filed as Exhibit 99.1 to the Company’s Form 8-K filed October 4, 2006)
*10.49	Restricted Stock Award Agreement dated January 3, 2007 with William P. Stiritz (Filed as Exhibit 99.1 to the Company’s Form 8-K dated January 8, 2007)
*10.50	Amended and Restated Ralcorp Holdings, Inc. 2007 Incentive Stock Plan Effective October 1, 2008 (Filed as Exhibit 10.52 to the Company’s Form 10-K for the year ended September 30, 2008)
*10.51	Long-Term Restricted Stock Awards dated March 30, 2007 granted to the Company’s named executive officers described in the Company’s 2006 Proxy Statement (Filed as Exhibit 99.1 to the Company’s Form 8-K filed September 29, 2004)
*10.52	Form of Stock Appreciation Rights Agreement dated September 27, 2007 (Summary of terms filed in the Company’s 8-K filed October 2, 2007)
*10.53	Form of 2007 Non-Employee Director Stock Appreciation Rights dated September 27, 2007 (Filed as Exhibit 99.1 to the Company’s 8-K filed October 2, 2007)
*10.54	Form of 2007 Non-Employee Director Stock Appreciation Rights Agreement dated October 1, 2007 (Filed as Exhibit 99.1 to the Company’s 8-K filed October 2, 2007)
*10.55	Form of Long-Term Cash Incentive Award Agreement for Co-Chief Executive Officers (Filed as Exhibit 10.57 to the Company’s Form 10-K for the year ended September 30, 2008)
*10.56	Form of Long-Term Cash Incentive Award Agreement for Corporate Officers (Filed as Exhibit 10.578 to the Company’s Form 10-K for the year ended September 30, 2008)
*10.57	Form of Stock Appreciation Rights Agreement dated September 25, 2008 (Filed as Exhibit 10.1 to the Company’s Form 8-K dated September 25, 2008)
*10.58	Form of Non-Employee Director Stock Appreciation Rights Agreement dated September 25, 2008 (Filed as Exhibit 10.2 to the Company’s Form 8-K dated September 25, 2008)

89

Exhibit Number	Description of Exhibit
*10.59	Form of Amendment to Non-Qualified Stock Option Agreements and Stock Appreciation Rights Agreements for Non-Employee Directors, effective October 2, 2008 (Filed as Exhibit 10.2 to the Company’s Form 10-Q for the period ended December 31, 2008)
*10.60	Form of Amendment to the Management Continuity Agreements for Co-Chief Executive Officers and Corporate Officers, effective October 1, 2008 (Filed as Exhibit 10.3 to the Company’s Form 10-Q for the period ended December 31, 2008)
*10.61	Form of Amendment to Restricted Stock Award Agreements for Corporate Officers, effective October 1, 2008, (Filed as Exhibit 10.4 to the Company’s Form 10-Q for the period ended December 31, 2008)
*10.62	Form of Amendment to Non-Qualified Stock Option Agreements and Stock Appreciation Rights Agreements, effective October 1, 2008, (Filed as Exhibit 10.5 to the Company’s Form 10-Q for the period ended December 31, 2008)
*10.63	Restricted Stock Unit Agreement for Co-Chief Executive Officers dated October 9, 2009 (Filed as Exhibit 10.1 to the Company’s Form 8-K dated October 15, 2009)
*10.64	Restricted Stock Unit Agreement for Non-Chief Executive Officers dated October 9, 2009 (Filed as Exhibit 10.2 to the Company’s Form 8-K dated October 15, 2009)
*10.65	Restricted Stock Agreement for Non-Chief Executive Officers dated October 9, 2009 (Filed as Exhibit 10.3 to the Company’s Form 8-K dated October 15, 2009)
*10.66	Cash-settled restricted unit award agreement (Filed as Exhibit 10.1 to the Company’s Form 8-K filed September 27, 2011)
*10.67	Floating Rate Senior Notes, Series A, due May 22, 2010 Note Purchase Agreement (Filed as Exhibit 10.1 to the Company’s Form 10-Q for the period ended June 30, 2003)
*10.68	$145,000,000 4.24% Series B Senior Notes due December 22, 2010, First Supplement to Note Purchase Agreements dated as of December 22, 2003 (Filed as Exhibit 10.4 to the Company’s Form 10-Q for the period ended December 31, 2003)
*10.69	$50,000,000 5.43% Series C Senior Notes due December 22, 2013, Second Supplement to Note Purchase Agreements dated as of December 22, 2003 (Filed as Exhibit 10.5 to the Company’s Form 10-Q for the period ended December 31, 2003)
*10.70	$75,000,000 4.76% Series D Senior Notes due December 22, 2013, Third Supplement to Note Purchase Agreements dated as of December 22, 2003 (Filed as Exhibit 10.6 to the Company’s Form 10-Q for the period ended December 31, 2003)
*10.71	First Amendment dated as of December 22, 2005 to Note Purchase Agreements dated as of May 22, 2003 and Series A, B, C, D and E and F Senior Notes (Filed as Exhibit 10.1 to the Company’s Form 10-Q for the period ended December 31, 2005)
*10.72	$100,000,000 5.57% Senior Notes, Series E due December 21, 2015, Fourth Supplement to Note Purchase Agreement Senior Notes dated as of December 21, 2005 (Filed as Exhibit 10.2 to the Company’s Form 10-Q for the period ended December 31, 2005)
*10.73	$75,000,000 5.43% Senior Notes, Series F due December 21, 2012, Fifth Supplement to Note Purchase Agreement Senior Notes dated as of December 21, 2005 (Filed as Exhibit 10.3 to the Company’s Form 10-Q for the period ended December 31, 2005)
*10.74	$75,000,000 5.56% Senior Notes, Series I, Tranche A, and $25,000,000 5.58% Senior Notes, Series I, Tranche B due January 18, 2019, Eighth Supplement to Note Purchase Agreement dated January 18, 2007 (Filed as Exhibit 99.1 to the Company’s Form 8-K filed January 24, 2007)
*10.75	$100,000,000 5.93% Senior Notes, Series J due May 11, 2022, Ninth Supplement to Note Purchase Agreement, dated May 11, 2007 (Filed as Exhibit 99.1 to the Company’s Form 8-K filed May 15, 2007)

90

Exhibit Number	Description of Exhibit
*10.76	Second Amendment dated as of July 9, 2008 to Note Purchase Agreements dated as of May 22, 2003 and Series A, B, C, D, E, F, G, H, I and J Senior Notes (Filed as Exhibit 10.4 to the Company’s Form 8-K filed August 8, 2008)
*10.77	$400,000,000 Credit Agreement (revolving credit) dated as of July 18, 2008 among Ralcorp Holdings, Inc., the Lenders party thereto, and JPMorgan Chase Bank as Administrative Agent, Swingline Lender and Issuing Bank dated as of July 18, 2008 (Filed as Exhibit 10.1 to the Company’s Form 10-Q for the period ended June 30, 2008)
*10.78	Tax Allocation Agreement dated as of August 4, 2008 between Kraft Foods Inc., Cable Holdco, Inc. and Ralcorp Holdings, Inc. (Filed as Exhibit 10.3 to the Company’s Form 8-K filed August 8, 2008)
*10.79	Note Purchase Agreement dated May 28, 2009 for $50,000,000 7.45% Senior Notes, Series 2009A, due May 28, 2019 and $50,000,000 7.60% Senior Notes, Series 2009B, due May 28, 2021 (Filed as Exhibit 10.1 to the Company’s Form 8-K filed June 3, 2009)
*10.80	$500,000,000 Credit Agreement (revolving credit) dated as of July 27, 2010, among Ralcorp Holdings, Inc., the Lenders party thereto, and JPMorgan Chase Bank as Administrative Agent, Swingline Lender and Issuing Bank (Filed as Exhibit 10.1 to the Company’s Form 8-K filed July, 28, 2010)
10.81	Amendment No. 1 dated as of October 31, 2011 to the $500,000,000 Credit Agreement (revolving credit) dated as of July 27, 2010, among Ralcorp Holdings, Inc., the Lenders party thereto, and JPMorgan Chase Bank as Administrative Agent, Swingline Lender and Issuing Bank
10.82	$550,000,000 Credit Agreement (364-day facility) dated as of October 3, 2011 among Ralcorp Holdings, Inc., the Lenders party thereto, and JPMorgan Chase Bank as Administrative Agent, Swingline Lender and Issuing Bank
21	Subsidiaries of the Company
23	Consent of PricewaterhouseCoopers LLP
24	Power of Attorney (Included under Signatures)
31.1	Certification of Kevin J. Hunt pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated December 14, 2010
31.2	Certification of David P. Skarie pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated December 14, 2010
31.3	Certification of Thomas G. Granneman pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated December 14, 2010
32	Certification of Kevin J. Hunt, David P. Skarie and Thomas G. Granneman, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated December 14, 2010
**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

* Incorporated by reference

** Furnished with this Form 10-K

91

EX-10.81

Exhibit 10.81

EXECUTION VERSION

AMENDMENT NO. 1 TO CREDIT AGREEMENT

This Amendment No. 1 to Credit Agreement (this “Amendment”) is entered into as of October 3, 2011 by and among Ralcorp Holdings, Inc., a Missouri corporation (the “Borrower”), JPMorgan Chase Bank, N.A., individually and as administrative agent (the “Administrative Agent”), and the other financial institutions signatory hereto.

RECITALS

A. The Borrower, the Administrative Agent and the financial institutions party thereto (the “Lenders”) are party to that certain Credit Agreement dated as of July 27, 2010 (the “Credit Agreement”). Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them by the Credit Agreement, as amended hereby.

B. The Borrower, the Administrative Agent and the undersigned Lenders wish to amend the Credit Agreement on the terms and conditions set forth below.

Now, therefore, in consideration of the mutual execution hereof and other good and valuable consideration, the parties hereto agree as follows:

1. Amendments to Credit Agreement. Upon the “Effective Date” (as defined below), the Credit Agreement shall be amended as follows:

(a) Section 1.01 is amended to add the following definitions in proper alphabetical order to read as follows:

“2008 Indenture” means the “Indenture” as defined in the Pledge Agreement as such Indenture is in effect on the First Amendment Effective Date, or as is otherwise amended in a manner that is not materially adverse to the Lenders.

“2009 Indenture” means the Senior Secured Indenture, dated as of August 14, 2009, among the Borrower, its Subsidiaries parties thereto and Deutsche Bank Trust Company Americas, as trustee, as in effect on the First Amendment Effective Date, or as otherwise amended in a manner that is not materially adverse to the Lenders.

“Distribution Date” means the date on which shares of common stock of Post (other than Retained Shares and treasury stock) are distributed to the shareholders of the Borrower or, if applicable, Holdco pursuant to the Post Spin-Off.

“First Amendment” means that certain Amendment No. 1 to Credit Agreement dated as of October 3, 2011, by and among the Borrower, the Administrative Agent, and the other financial institutions signatory thereto as lenders.

“First Amendment Effective Date” means the “Effective Date” as defined in the First Amendment.

“Holdco” means any holding company that may be formed and become the parent of Borrower pursuant to a transaction permitted hereunder.

“July 2010 Senior Notes” means (i) the Borrower’s $300,000,000 aggregate principal amount of 4.950% Senior Notes due August 15, 2020, as in effect on the First Amendment Effective Date, or as otherwise amended in a manner that is not materially adverse to the Lenders and (ii) the Borrower’s $150,000,000 aggregate principal amount of 6.625% Senior Notes due August 15, 2039, as in effect on the First Amendment Effective Date, or as otherwise amended in a manner that is not materially adverse to the Lenders.

“May 2009 Note Purchase Agreement” means the note purchase agreement dated as of May 28, 2009 among the Borrower and the purchasers party thereto with respect to the May 2009 Senior Notes, as in effect on the Effective Date, or as otherwise amended in a manner that is not materially adverse to the Lenders.

“Post Business” means the manufacture, distribution and marketing of Post^® brand ready-to-eat cereal products and any other businesses or operations that comprise the Borrower’s branded cereal products reporting segment, including, if applicable, Post, Post US and their subsidiaries.

“Post” means a corporation to be formed under the laws of the State of Missouri.

“Post Obligations” means indemnification obligations of the Borrower and/or its Subsidiaries in favor of Post and/or its subsidiaries under the Post Spin-Off Documents.

“Post US” means Post, LLC, a Delaware limited liability company.

“Post Spin-Off” means a spin-off of the Post Business, including the distribution of shares of common stock of Post (other than Retained Shares and treasury stock) to the shareholders of the Borrower or, if applicable, Holdco and the transactions under the Post Spin-Off Documents related thereto.

“Post Spin-Off Documents” means (a) a separation and distribution agreement, tax sharing agreement, transition services agreement, employee matters agreement, and other agreements reasonably acceptable to the Administrative Agent relating to the Post Spin-Off, and (b) one or more merger agreements, purchase agreements, contribution agreements or other similar agreements reasonably acceptable to the Administrative Agent pursuant to which Post US may become a subsidiary of Post, the Borrower may become a subsidiary of Holdco, and/or certain other internal reorganization transactions occur for the purpose of isolating the Post Business prior to the Distribution Date.

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“Retained Shares” means any shares of common stock of Post received by the Borrower or Holdco in connection with the Post Spin-Off.

“Senior Note Agreements” means the “Senior Note Agreements” as defined in the Pledge Agreement as such “Senior Note Agreements” are in effect on the First Amendment Effective Date, or as are otherwise amended in a manner that is not materially adverse to the Lenders.

(b) The definition of “August 2009 Senior Notes” is amended in its entirety to read as follows:

“August 2009 Senior Notes” means the Borrower’s $300,000,000 aggregate principal amount of 6.625% Senior Notes, due August 15, 2039, as in effect on the First Amendment Effective Date, or as otherwise amended in a manner that is not materially adverse to the Lenders.

(c) The definition of “Asset Disposition” is amended in its entirety to read as follows:

“Asset Disposition” means any sale, transfer or other disposition of any asset of the Borrower or any Subsidiary in a single transaction or in a series of related transactions (other than the sale of notes receivable and accounts receivable permitted by Section 6.05, the sale of inventory in the ordinary course, the sale of obsolete or worn out Property in the ordinary course, the sale of Investments of the type described in Sections 6.06(a)-(g) and (m) in the ordinary course or sales, transfers and dispositions to the Borrower or any Subsidiary permitted by Section 6.04).

(d) The definition of “Change in Control” is amended in its entirety to read as follows:

“Change in Control” means (a) the acquisition by any Person, or two or more Persons acting in concert, including without limitation any acquisition effected by means of any transaction contemplated by Section 6.03 (other than transactions permitted by the last sentence of Section 6.03), of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of 20% or more of the outstanding shares of voting stock of Holdco or the Borrower, or (b) during any period of 25 consecutive calendar months, commencing on the date of this Agreement, the ceasing of those individuals (the “Continuing Directors”) who (i) were directors of Holdco or the Borrower on the first day of each such period or (ii) subsequently became directors of Holdco or the Borrower and whose initial election or initial nomination for election subsequent to that date was approved by a majority of the Continuing Directors then on the board of directors of Holdco or the Borrower, to constitute a majority of the board of directors of Holdco or the Borrower, as applicable. Notwithstanding the foregoing, none of the transactions in connection with the Post-Spin Off shall be deemed to result in a Change in Control.

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(e) The definition of “Change in Law” is amended in its entirety to read as follows:

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority, or (c) the making or issuance of any request, rules, guideline, requirement or directive (whether or not having the force of law) by any Governmental Authority; provided however, that notwithstanding anything herein to the contrary,(i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to a “Change in Law” regardless of the date enacted, adopted, issued or implemented.

(f) The definition of “Governmental Authority” is amended in its entirety to read as follows:

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including without limitation any board of insurance, insurance department or insurance commissioner, any taxing authority or political subdivision, any supra-national bodies such as the European Union or the European Central Bank and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing)).

(g) The definition of “May 2009 Senior Notes” is amended in its entirety to read as follows:

“May 2009 Senior Notes” means (a) the Borrower’s $50,000,000 aggregate principal amount of 7.45% Senior Notes, Series 2009A, due May 28, 2019, as in effect on the First Amendment Effective Date, or as otherwise amended in a manner that is not materially adverse to the Lenders and (b) the Borrower’s $50,000,000 aggregate principal amount of 7.60% Senior Notes, Series 2009B, due May 28, 2021, as in effect on the First Amendment Effective Date, or as otherwise amended in a manner that is not materially adverse to the Lenders.

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(h) The Definition of “Net Proceeds” is amended to replace sub-clause (b)(i) of such definition in its entirety with “(i) all amounts that are received in connection with the Post Spin-Off,”.

(i) The Definition of “Total Debt” is amended to replace clause (c) of such definition in its entirety with “(c) to the extent included in clause (b)(i) above, the Ralston Obligations and the Post Obligations.”

(j) The definition of “Splitco Notes” is amended in its entirety to read as follows:

“Splitco Notes” means the Borrower’s senior notes issued pursuant to the 2008 Indenture, as in effect on the First Amendment Effective Date, or as otherwise amended in a manner that is not materially adverse to the Lenders.

(k) Section 3.20 is amended in its entirety to read as follows:

SECTION 3.20. Material Agreements. Neither the Borrower nor any Subsidiary is a party to any agreement or instrument or subject to any charter or other corporate restriction (a) which could reasonably be expected to have a Material Adverse Effect or (b) which (other than (u) the Existing Credit Agreement as in effect on the date hereof, (v) the Senior Note Agreements, (w) the 2008 Indenture, (x) the May 2009 Note Purchase Agreement, (y) the 2009 Indenture, and (z) other agreements or instruments governing Indebtedness of the Borrower or any Subsidiaries permitted to be incurred pursuant to Section 6.02(g) so long as the restrictions contained therein are not materially less favorable to the Lenders, taken as a whole, than the restrictions contained in this Agreement), restricts or imposes conditions upon the ability of the Borrower or any Subsidiary to (i) pay dividends or make other distributions on its capital stock (ii) make loans or advances to the Borrower, (iii) repay loans or advances from Borrower or (iv) grant Liens to the Administrative Agent to secure the Obligations. Neither the Borrower nor any Subsidiary is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement to which it is a party, which default could reasonably be expected to have a Material Adverse Effect.

(l) Section 5.11 is amended in its entirety to read as follows: Indebtedness pursuant to the and the

SECTION 5.11 Material Subsidiaries. The Borrower shall cause each of its Subsidiaries which (a) becomes a Material Subsidiary on or after the date hereof or (b) becomes a guarantor of the Senior Notes, the Existing Credit Agreement, the Splitco Notes, the May 2009 Senior Notes, the August 2009 Senior Notes, the July 2010 Senior Notes or any other obligations of the Borrower and its Subsidiaries permitted to be incurred pursuant to Section 6.02(g) on or after the

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date hereof to join the Subsidiary Guaranty as a Guarantor pursuant to a joinder agreement in the form attached to the Subsidiary Guaranty within thirty (30) days of such Person becoming a Material Subsidiary or becoming such a guarantor, as applicable.

(m) Section 6.03 is amended in its entirety to read as follows:

SECTION 6.03. Merger; Fundamental Changes. The Borrower will not, nor will it permit any Subsidiary to, merge or consolidate with or into any other Person, or liquidate or dissolve, except that (i) a Wholly-Owned Subsidiary may merge into the Borrower or any Wholly-Owned Subsidiary of the Borrower, (ii) the Borrower or any Subsidiary may merge or consolidate with any other Person so long as the Borrower or such Subsidiary is the continuing or surviving corporation and, prior to and after giving effect to such merger or consolidation, no Default or Event of Default shall exist, and (iii) any Subsidiary may enter into a merger or consolidation or may liquidate or dissolve as a means of effecting a disposition permitted by Section 6.04. Holdco will not merge or consolidate with or into any other Person, or liquidate or dissolve, except that Holdco may merge or consolidate with the Borrower so long as the Borrower is the continuing or surviving corporation and, prior to and after giving effect to such merger or consolidation, no Default or Event of Default shall exist.

(n) Section 6.04 is amended in its entirety to read as follows:

SECTION 6.04. Sale of Assets. The Borrower will not, nor will it permit any Subsidiary to, lease, sell, transfer or otherwise dispose of its Property to any other Person except for (a) sales of inventory or unused or obsolete equipment in the ordinary course of business, (b) leases, sales, transfers or other dispositions of its Property that, together with all other Property of the Borrower and its Subsidiaries previously leased, sold, transferred or otherwise disposed of (other than inventory or unused or obsolete equipment sold in the ordinary course of business and accounts receivables transactions permitted by Section 6.05) as permitted by this Section 6.04 since the date hereof, do not constitute a Substantial Portion of the Property of Borrower and its Subsidiaries, (c) sales, transfers and dispositions to the Borrower or any Subsidiary, provided that any such sales, transfers or dispositions to a Subsidiary that is not a Guarantor or Pledged Subsidiary shall be made in compliance with Section 6.06(j), (d) any Subsidiary that is not a Guarantor or Pledged Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (e) sales, transfers or other dispositions of assets in connection with the Post Spin-Off.

(o) Section 6.06 is amended by deleting “and” at the end of clause (o), replacing the “.”at the end of clause (p) with “; and” and inserting a new clause (q) as follows: “(q) Investments in Post and its subsidiaries pursuant to the Post Spin-Off Documents.”

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(p) Section 6.07 is amended in its entirety to read as follows:

SECTION 6.07. Contingent Obligations. The Borrower will not, nor will it permit any Subsidiary to, make or suffer to exist any Contingent Obligation (including, without limitation, any Contingent Obligation with respect to the obligations of a Subsidiary), except (a) by endorsement of instruments for deposit or collection in the ordinary course of business, (b) the Subsidiary Guaranty, (c) the Ralston Obligations, (d) other Contingent Obligations not to exceed $35,000,000 in the aggregate at any time outstanding, (e) guarantees of the obligations of the Borrower or any Subsidiary under (i) the Existing Credit Agreement, (ii) the Senior Note Agreements, (iii) the 2008 Indenture, (iv) the 2009 Indenture, and (v) the May 2009 Note Purchase Agreement, (vi) other agreements governing the Indebtedness (including, but not limited to, any guarantees) of the Borrower or any Subsidiary permitted to be incurred pursuant to Section 6.02(g), (f) Contingent Obligations of Mattnick consisting of obligations to the Borrower and its Subsidiaries arising out of insurance policies or other contracts of insurance, and (g) the Post Obligations.

(q) Section 6.08 is amended by deleting “and” and inserting a “;” at the end of clause (k), replacing the “.” at the end of clause (l) with “; and” and inserting a new clause (m) as follows: “(m) Liens on the Property of Post and its subsidiaries that do not become effective before the Distribution Date and which secure Indebtedness of Post and its subsidiaries incurred in connection with the Post Spin-Off.”

(r) Section 6.09 is amended by deleting “and” and inserting a “,” at the end of clause (d), deleting the “.” at the end of clause (e) and inserting a new clause (f) as follows: “and (f) transactions under the Post Spin-Off Documents.”

(s) Section 6.11 is amended in its entirety to read as follows:

SECTION 6.11. Change in Corporate Structure; Fiscal Year. The Borrower shall not, nor shall it permit any Subsidiary to, (a) permit any amendment or modification to be made to its certificate or articles of incorporation or by-laws which is materially adverse to the interests of the Lenders (it being agreed that any such changes required under the Post Spin-Off Documents are not materially adverse to the interests of the Lenders) or (b) change its Fiscal Year to end on any date other than September 30 of each year.

(t) Section 6.12 is amended in its entirety to read as follows:

SECTION 6.12. Inconsistent Agreements. The Borrower shall not, nor shall it permit any Subsidiary to, enter into any indenture, agreement, instrument or other arrangement (other than (u) the Existing Credit Agreement as in effect on the date hereof, (v) the Senior Note Agreements, (w) the 2008 Indenture, (x) the May 2009 Note Purchase Agreement, (y) the 2009 Indenture and (z) other agreements governing the Indebtedness (including, but not limited to, any guarantees) of the

7

Borrower or any Subsidiary permitted to be incurred pursuant to Section 6.02(g) so long as the restrictions contained therein are not materially less favorable to the Lenders, taken as a whole, than the restrictions contained in this Agreement) which, (a) directly or indirectly prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence of the Obligations, the granting of Liens to secure the Obligations (other than agreements by the Borrower that it will grant Liens to secure any Swap Agreement to the same extent as, and pari passu with, any Liens granted to secure the Obligations), the provision of the Subsidiary Guaranty, the amending of the Loan Documents or the ability of any Subsidiary (other than a special purpose Subsidiary created for the purpose of entering into the Accounts Receivable Financing Program) to (i) pay dividends or make other distributions on its capital stock, (ii) make loans or advances to the Borrower or (iii) repay loans or advances from the Borrower or (b) contains any provision which would be violated or breached by the making of Loans or by the performance by the Borrower or any Subsidiary of any of its obligations under any Loan Document.

(u) Section 6.14 is amended in its entirety to read as follows:

SECTION 6.14. Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare, pay or make, or agree to declare, pay or make, directly or indirectly, any Restricted Payment, except (a) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock, (b) Subsidiaries may make Restricted Payments ratably with respect to their Equity Interests and (c) so long as no Default exists immediately prior to or immediately after giving effect to such Restricted Payment, the Borrower may make other Restricted Payments (including, without limitation, Restricted Payments required under the Post Spin-Off Documents).

(v) Section 6.18 is amended in its entirety to read as follows:

SECTION 6.18. Holding Company. From and after the date upon which Holdco becomes the parent of the Borrower, Holdco shall not engage in any business or activity other than (a) the ownership of all outstanding Equity Interests in the Borrower and the Retained Shares received by Holdco in connection with the Post Spin-Off, (b) maintaining its corporate existence (except as permitted by Section 6.03), (c) participating in tax, accounting and other administrative activities as the parent of the consolidated group of companies, and (d) activities incidental to the businesses or activities described in clauses (a) through (c) of this Section.

(w) Clause (c) of Article VII is amended in its entirety to read as follows:

(c) The breach by the Borrower of any of the terms or provisions of Section 5.02, Section 5.03(a), Section 5.10, Sections 6.01 through 6.12 and Sections 6.14 through Section 6.17, or the breach by Holdco of any of the terms or provisions of Section 6.18;

8

(x) Clause (f) of Article VII is amended in its entirety to read as follows:

(f) Holdco, the Borrower or any of its Subsidiaries shall (i) have an order for relief entered with respect to it under the federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this clause (f), (vi) fail to contest in good faith any appointment or proceeding described in clause (g) of this Article or (vii) become unable to pay, not pay, or admit in writing its inability to pay, its debts generally as they become due;

(y) Clause (g) of Article VII is amended in its entirety to read as follows:

(g) Without the application, approval or consent of Holdco, the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for Holdco, the Borrower or any of its Subsidiaries or any Substantial Portion of its Property, or a proceeding described in clause (f)(iv) of this Article shall be instituted against Holdco, the Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of thirty consecutive days;

(z) The last sentence of Article VII is amended in its entirety to read as follows:

For purposes hereof, an Event of Default described in subsection (e) above arising out of a breach by the Borrower of any financial covenant restricting any leverage ratio of the Borrower contained in the Senior Note Agreements, the 2008 Indenture, the May 2009 Note Purchase Agreement, the 2009 Indenture, any other agreement governing the Indebtedness of the Borrower or any Subsidiary permitted to be incurred pursuant to Section 6.02(g) or related documentation shall be deemed to be continuing hereunder notwithstanding its waiver, whether accomplished by waiver, amendment or otherwise (a “Waiver”), by the lenders under the Existing Credit Agreement and the holders of the Senior Notes, the Splitco Notes, the May 2009 Senior Notes, the August 2009 Senior Notes, the July 2010 Senior Notes or such other Indebtedness permitted to be incurred pursuant to Section 6.02(g), as applicable, unless (i) the holders of the applicable Indebtedness receive no monetary or other consideration for such Waiver (including any prepayment of such Indebtedness or agreement to prepay such Indebtedness) other than an amendment or waiver fee not exceeding .10% of

9

the aggregate principal amount of the applicable Indebtedness and (ii) the terms of the applicable Indebtedness are not modified in any manner favorable to the holders of the applicable Indebtedness in connection with such Waiver.

(aa) The last paragraph of Article VIII is amended in its entirety to read as follows:

Without limiting the foregoing, if any collateral under any Pledge Agreement or any Subsidiary is sold, transferred or otherwise disposed of in a transaction permitted hereunder (excluding sales to the Borrower or a Subsidiary thereof) then (a) as and to the extent provided in the Pledge Agreement, such collateral shall be sold free and clear of the Liens created by the Pledge Agreement and (b) in the case of such a sale of a Guarantor (including, without limitation, the sale, transfer or disposition of Post, LLC in connection with the Post Spin-Off), such Guarantor and its subsidiaries shall be released from the Subsidiary Guaranty and, in each case, the Administrative Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing, provided that with respect to any release of Post, LLC in connection with the Post Spin-Off, Post, LLC shall be substantially concurrently released (or the Administrative Agent shall have received satisfactory evidence of the making of arrangements for Post, LLC to be reasonably promptly released) from all other existing guarantees of senior Indebtedness of the Borrower.

(bb). Schedule 3.08 is hereby deleted and replaced with the Schedule 3.08 attached hereto.

2. Representations and Warranties of the Borrower. The Borrower represents and warrants that:

(a) The execution and delivery by the Borrower of this Amendment and the performance of its obligations hereunder have been duly authorized by proper corporate proceedings and this Amendment constitutes a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, except as the enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity;

(b) Each of the representations and warranties contained in the Credit Agreement (treating this Amendment as a Loan Document for purposes thereof) is true and correct in all material respects on and as of the date hereof as if made on the date hereof; and

(c) No Default has occurred and is continuing.

3. Effective Date. This Amendment shall become effective upon the execution and delivery hereof by the Borrower, the Administrative Agent and the Required Lenders (without respect to whether it has been executed and delivered by all the Lenders); provided that Section 1 hereof shall not become effective until the date (the “Effective Date”) when the following additional conditions have also been satisfied:

(a) Each of the Guarantors shall have executed and delivered to the Administrative Agent a Reaffirmation of Guaranty in the form of Exhibit A hereto.

10

(b) The Borrower shall have provided such other corporate and other certificates, opinions, documents, instruments and agreements as the Administrative Agent may reasonably request.

4. Reference to and Effect Upon the Credit Agreement.

(a) Except as specifically amended above, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

(b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under the Credit Agreement or any Loan Document, nor constitute a waiver of any provision of the Credit Agreement or any Loan Document, except as specifically set forth herein. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby.

5. Costs and Expenses. The Borrower hereby affirms its obligation under Section 9.03 of the Credit Agreement to reimburse the Administrative Agent for all reasonable out-of-pocket expenses incurred by the Administrative Agent and its affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the preparation and administration of this Amendment.

6. Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York.

7. Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

8. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed signature page of this Amendment by facsimile transmission or be electronic mail shall be effective as delivery of manually executed counterpart hereof.

[signature pages follow]

11

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written.

RALCORP HOLDINGS, INC.		JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent
By:		By:
Name:	Scott Monette	Name:
Title:	Corporate Vice President and Treasurer	Title:

BANK OF AMERICA, N.A.

By:

Name:

Title:

[Signature Page to Amendment No. 1]

SUNTRUST BANK

By:

Name:

Title:

[Signature Page to Amendment No. 1]

DEUTSCHE BANK AG

By:

Name:

Title:

[Signature Page to Amendment No. 1]

WELLS FARGO BANK, NATIONAL ASSOCIATION

By:

Name:

Title:

[Signature Page to Amendment No. 1]

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

By:

Name:

Title:

[Signature Page to Amendment No. 1]

AGFIRST FARM CREDIT BANK

By:

Name:

Title:

[Signature Page to Amendment No. 1]

COBANK

By:

Name:

Title:

[Signature Page to Amendment No. 1]

CREDIT SUISSE AG

By:

Name:

Title:

[Signature Page to Amendment No. 1]

PNC BANK, N.A.

By:

Name:

Title:

[Signature Page to Amendment No. 1]

BANK OF THE WEST

By:

Name:

Title:

[Signature Page to Amendment No. 1]

US BANK, N.A.

By:

Name:

Title:

[Signature Page to Amendment No. 1]

BMO BANK OF MONTREAL

By:

Name:

Title:

[Signature Page to Amendment No. 1]

FARM CREDIT BANK OF TEXAS

By:

Name:

Title:

[Signature Page to Amendment No. 1]

GREENSTONE FARM CREDIT SERVICES, ACA/FLCA

By:

Name:

Title:

[Signature Page to Amendment No. 1]

COMMERCE BANK

By:

Name:

Title:

[Signature Page to Amendment No. 1]

FCS FINANCIAL, PCA

By:

Name:

Title:

[Signature Page to Amendment No. 1]

REAFFIRMATION OF GUARANTY

Each of the undersigned (a) acknowledges receipt of a copy of Amendment No. 1 to Credit Agreement (the “Amendment”) dated as of the date hereof, (b) consents to such amendment and each of the transactions referenced therein and (c) hereby reaffirms its obligations under (i) the Subsidiary Guaranty dated as of July 27, 2010 in favor of JPMorgan Chase Bank, N.A., as Administrative Agent, the Collateral Agent and the Lenders (as defined in the Amendment), as supplemented and (ii) to the extent it is a party thereto, the Pledge Agreement dated as of July 18, 2008 in favor of JPMorgan Chase Bank, N.A. as Collateral Agent.

Dated as of                     , 2011

BREMNER FOOD GROUP, INC.
FLAVOR HOUSE PRODUCTS, INC.
LINETTE QUALITY CHOCOLATES, INC. (f/k/a NUTCRACKER BRANDS , INC.)
RH FINANCIAL CORPORATION
RIPON FOODS, INC.
SUGAR KAKE COOKIE, INC.
HERITAGE WAFERS, LLC
THE CARRIAGE HOUSE COMPANIES, INC.
RALCORP FROZEN BAKERY PRODUCTS, INC.
COMMUNITY SHOPS, INC.
THE BUN BASKET, INC.
LOFTHOUSE BAKERY PRODUCTS, INC.
MEDALLION FOODS, INC.
PARCO FOODS, L.L.C.
COTTAGE BAKERY, INC.
BLOOMFIELD BAKERS, A CALIFORNIA LIMITED PARTNERSHIP
LOVIN OVEN, LLC
HARVEST MANOR FARMS, LLC
POST FOODS, LLC
AMERICAN ITALIAN PASTA COMPANY
By:
Name:	Scott Monette
Title:	Treasurer of each of the above entities on behalf of each of the above entities

Schedule 3.08

[To be Provided by Ralcorp]

EX-10.82

Exhibit 10.82

EXECUTION VERSION

$550,000,000

CREDIT AGREEMENT

dated as of

October 3, 2011

among

RALCORP HOLDINGS, INC.,

as Borrower

THE LENDERS PARTY HERETO

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

and

SUNTRUST BANK and WELLS FARGO BANK, NATIONAL ASSOCIATION

as Co-Syndication Agents

J.P. MORGAN SECURITIES LLC,

SUNTRUST ROBINSON HUMPHREY, INC.,

and

WELLS FARGO SECURITIES, LLC

as Joint Bookrunners and Joint Lead Arrangers

TABLE OF CONTENTS

		Page
ARTICLE I Definitions			1
SECTION 1.01.	Defined Terms		1
SECTION 1.02.	Classification of Loans and Borrowings		19
SECTION 1.03.	Terms Generally		19
SECTION 1.04.	Accounting Terms		19
ARTICLE II The Credits			19
SECTION 2.01.	Commitments		19
SECTION 2.02.	Loans and Borrowings		19
SECTION 2.03.	Requests for Borrowings		20
SECTION 2.04.	[Intentionally Omitted]		20
SECTION 2.05.	[Intentionally Omitted]		21
SECTION 2.06.	[Intentionally Omitted]		21
SECTION 2.07.	Funding of Borrowings		21
SECTION 2.08.	Interest Elections		21
SECTION 2.09.	Termination of Commitments		22
SECTION 2.10.	Repayment of Loans; Evidence of Debt		22
SECTION 2.11.	[Intentionally Omitted]		23
SECTION 2.12.	Prepayment of Loans		23
SECTION 2.13.	Fees		24
SECTION 2.14.	Interest		24
SECTION 2.15.	Alternate Rate of Interest		25
SECTION 2.16.	Increased Costs		25
SECTION 2.17.	Break Funding Payments		26
SECTION 2.18.	Taxes		27
SECTION 2.19.	Payments Generally; Pro Rata Treatment; Sharing of Set-offs		30
SECTION 2.20.	Mitigation Obligations; Replacement of Lenders		32
ARTICLE III Representations and Warranties			33
SECTION 3.01.	Corporate Existence and Standing		33
SECTION 3.02.	Authorization and Validity		33
SECTION 3.03.	Compliance with Laws and Contracts		33
SECTION 3.04.	Governmental Consents		34
SECTION 3.05.	Financial Statements		34
SECTION 3.06.	Material Adverse Change		34
SECTION 3.07.	Taxes		34
SECTION 3.08.	Litigation and Contingent Obligations		34
SECTION 3.09.	Subsidiaries and Capitalization		35
SECTION 3.10.	ERISA		35
SECTION 3.11.	Defaults		36

i

Table of Contents

(continued)

		Page
SECTION 3.12.	Federal Reserve Regulations		36
SECTION 3.13.	Investment Company Act		36
SECTION 3.14.	Certain Fees		36
SECTION 3.15.	Solvency		36
SECTION 3.16.	Ownership of Properties		36
SECTION 3.17.	Indebtedness		37
SECTION 3.18.	Subordinated Indebtedness		37
SECTION 3.19.	Employee Controversies		37
SECTION 3.20.	Material Agreements		37
SECTION 3.21.	Environmental Laws		37
SECTION 3.22.	Insurance		38
SECTION 3.23.	Disclosure		38
SECTION 3.24.	Material Foreign Subsidiaries		38
SECTION 3.25.	OFAC		38
SECTION 3.26.	Patriot Act		38
ARTICLE IV Conditions			39
SECTION 4.01.	Effective Date		39
ARTICLE V Affirmative Covenants			41
SECTION 5.01.	Financial Reporting		41
SECTION 5.02.	Use of Proceeds		42
SECTION 5.03.	Notice of Default		42
SECTION 5.04.	Conduct of Business		42
SECTION 5.05.	Taxes		43
SECTION 5.06.	Insurance		43
SECTION 5.07.	Compliance with Laws and Material Contractual Obligations		43
SECTION 5.08.	Maintenance of Properties		43
SECTION 5.09.	Inspection		43
SECTION 5.10.	Environmental Matters		44
SECTION 5.11.	Material Subsidiaries		44
SECTION 5.12.	Material Foreign Subsidiaries		44
SECTION 5.13.	Payment of Obligations		44
ARTICLE VI Negative Covenants			45
SECTION 6.01.	Capital Stock and Dividends		45
SECTION 6.02.	Indebtedness		45
SECTION 6.03.	Merger; Fundamental Changes		45
SECTION 6.04.	Sale of Assets		46
SECTION 6.05.	Sale of Accounts		46
SECTION 6.06.	Investments and Purchases		46

ii

Table of Contents

(continued)

		Page
SECTION 6.07.	Contingent Obligations		48
SECTION 6.08.	Liens		48
SECTION 6.09.	Affiliates		49
SECTION 6.10.	Subordinated Indebtedness; Other Indebtedness		49
SECTION 6.11.	Change in Corporate Structure; Fiscal Year		50
SECTION 6.12.	Inconsistent Agreements		50
SECTION 6.13.	ERISA Compliance		50
SECTION 6.14.	Restricted Payments		51
SECTION 6.15.	Swap Agreements		51
SECTION 6.16.	Sale and Leaseback Transactions		51
SECTION 6.17.	Financial Covenants		51
SECTION 6.18.	Holding Company		51
ARTICLE VII Events of Default			51
ARTICLE VIII The Administrative Agent			54
ARTICLE IX Miscellaneous			57
SECTION 9.01.	Notices		57
SECTION 9.02.	Waivers; Amendments		57
SECTION 9.03.	Expenses; Indemnity; Damage Waiver		58
SECTION 9.04.	Successors and Assigns		59
SECTION 9.05.	Survival		63
SECTION 9.06.	Counterparts; Integration; Effectiveness		63
SECTION 9.07.	Severability		63
SECTION 9.08.	Right of Setoff		64
SECTION 9.09.	Governing Law; Jurisdiction; Consent to Service of Process		64
SECTION 9.10.	WAIVER OF JURY TRIAL		64
SECTION 9.11.	Headings		65
SECTION 9.12.	Confidentiality		65
SECTION 9.13.	Interest Rate Limitation		66
SECTION 9.14.	USA PATRIOT Act		66
SECTION 9.15.	Fiduciary Relationship		66

iii

SCHEDULES

Schedule 1.01 — Pricing Schedule

Schedule 2.01 — Commitments

Schedule 3.08 — Material Contingent Obligations

Schedule 3.09 — Subsidiaries and Capitalization

Schedule 3.14 — Brokers’ Fees

Schedule 3.16 — Properties

Schedule 3.17 — Indebtedness

Schedule 3.24 — Material Foreign Subsidiaries

Schedule 6.06 — Investments

Schedule 6.08 — Liens

EXHIBITS

Exhibit A — Form of Assignment and Assumption

Exhibit B — Compliance Certificate

Exhibit C — Form of U.S. Tax Certificates

i

CREDIT AGREEMENT dated as of October 3, 2011, among RALCORP HOLDINGS, INC., a Missouri corporation, the Lenders party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

The parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“2008 Indenture” means the “Indenture” as defined in the Pledge Agreement as such Indenture is in effect on the Effective Date, or as is otherwise amended in a manner that is not materially adverse to the Lenders.

“2009 Indenture” means the Senior Secured Indenture, dated as of August 14, 2009, among the Borrower, its Subsidiaries parties thereto and Deutsche Bank Trust Company Americas, as trustee, as in effect on the Effective Date, or as otherwise amended in a manner that is not materially adverse to the Lenders.

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“Accounts Receivable Financing Program” means a program of sales or securitization of, or transfers of interests in, accounts receivable and related contract rights by the Borrower or any Subsidiary on a limited recourse basis pursuant to which the aggregate amount of financing thereunder at any time outstanding shall not exceed an amount equal to 10% of (a) the amount of total consolidated assets of the Borrower and its Subsidiaries as of the most recent Fiscal Quarter end for which financial statements have been delivered by the Borrower pursuant to Section 5.01(a) or (b), as applicable, minus (b) the aggregate amount of goodwill and other intangible assets of the Borrower and its Subsidiaries as of such Fiscal Quarter end, in each case as reflected on such financial statements, provided that such sale or transfer qualifies as a sale under Agreement Accounting Principles.

“Acquisition” means the proposed acquisition by the Borrower and/or one or more of the Borrower’s subsidiaries of the limited liability company interests of SLRD and certain other assets from Sara Lee Corporation comprising its refrigerated dough business in North America for an aggregate purchase price of approximately $545,000,000 pursuant to the Acquisition Agreement.

“Acquisition Agreement” means that certain Securities Purchase Agreement dated as of August 8, 2011, among Ralcorp Frozen Bakery Products, Inc., Borrower and Sara Lee Corporation.

“Adjusted EBITDA” means, for any applicable computation period, the sum of (a) EBIT for such period plus (b) the Borrower’s and its Subsidiaries’ amortization and depreciation deducted in determining Net Income for such period; provided, however, that Adjusted EBITDA shall be calculated (i) giving pro forma effect to any Permitted Purchase during such period as though such Permitted Purchase occurred on the first day of such period and (ii) by subtracting (adding) all equity earnings (losses) attributable to the Borrower’s ownership interest in Vail Resorts, Inc. for such period.

“Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing (or, as applicable, for purposes of determining the Alternate Base Rate with respect to any ABR Borrowing) for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agreement” means this Credit Agreement, as amended, restated, amended and restated, modified or supplemented from time to time.

“Agreement Accounting Principles” means generally accepted accounting principles as in effect from time to time, applied in a manner consistent with those used in preparing the Financial Statements; provided, however, that for purposes of all computations required to be made with respect to compliance by the Borrower with Section 6.17, such term shall mean GAAP as in effect on the date hereof, applied in a manner consistent with those used in preparing the Financial Statements.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (c) the Adjusted LIBO Rate for deposits in Dollars for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any Business Day shall be based on the rate appearing on the Reuters Screen LIBOR01 Page 1 (or on any successor or substitute page of such page) at approximately 11:00 a.m. London time on such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.

2

“Applicable Rate” means, for any day, with respect to any Eurodollar Loan or ABR Loan, the applicable rate per annum set forth on Schedule 1.01 under the caption “Eurodollar Rate” or “ABR” as the case may be, based upon the Borrower’s Rating.

“Approved Fund” has the meaning assigned to such term in Section 9.04.

“Asset Disposition” means any sale, transfer or other disposition of any asset of the Borrower or any Subsidiary in a single transaction or in a series of related transactions (other than the sale of notes receivable and accounts receivable permitted by Section 6.05, the sale of inventory in the ordinary course, the sale of obsolete or worn out Property in the ordinary course, the sale of Investments of the type described in Sections 6.06(a)-(g) and (m) in the ordinary course or sales, transfers and dispositions to the Borrower or any Subsidiary permitted by Section 6.04).

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

“August 2009 Senior Notes” means the Borrower’s $300,000,000 aggregate principal amount of 6.625% Senior Notes, due August 15, 2039, as in effect on the Effective Date, or as otherwise amended in a manner that is not materially adverse to the Lenders.

“Authorized Officer” means (a) any of the president, chief financial officer, treasurer or controller of the Borrower, acting singly or (b) any other officer, employee or representative of the Borrower who is (i) expressly authorized in writing by the president, chief financial officer, treasurer or controller of the Borrower to act on behalf of the Borrower hereunder and (ii) acceptable to the Administrative Agent.

“Board” means the Board of Governors of the Federal Reserve System of the United States of America.

“Borrower” means Ralcorp Holdings, Inc., a Missouri corporation.

“Borrowing” means Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect

“Borrowing Request” means the request by the Borrower for a Borrowing in accordance with Section 2.03.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

3

“Capitalized Lease” of a Person means any lease of Property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles.

“Capitalized Lease Obligations” of a Person means the amount of the obligations of such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles.

“Change in Control” means (a) the acquisition by any Person, or two or more Persons acting in concert, including without limitation any acquisition effected by means of any transaction contemplated by Section 6.03 (other than transactions permitted by the last sentence of Section 6.03), of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of 20% or more of the outstanding shares of voting stock of Holdco or the Borrower, or (b) during any period of 25 consecutive calendar months, commencing on the date of this Agreement, the ceasing of those individuals (the “Continuing Directors”) who (i) were directors of Holdco or the Borrower on the first day of each such period or (ii) subsequently became directors of Holdco or the Borrower and whose initial election or initial nomination for election subsequent to that date was approved by a majority of the Continuing Directors then on the board of directors of Holdco or the Borrower, to constitute a majority of the board of directors of Holdco or the Borrower, as applicable. Notwithstanding the foregoing, none of the transactions in connection with the Post-Spin Off shall be deemed to result in a Change in Control so long as the Loans are prepaid in full on or prior to the Maturity Date.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority, or (c) the making or issuance of any request, rules, guideline, requirement or directive (whether or not having the force of law) by any Governmental Authority; provided however, that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to a “Change in Law” regardless of the date enacted, adopted, issued or implemented.

“Charges” has the meaning set forth in Section 9.13.

“Code” means the Internal Revenue Code of 1986, as amended or otherwise modified from time to time.

“Commitment” means with respect to each Lender, the commitment of such Lender to make a Loan hereunder, expressed as an amount representing the maximum aggregate principal amount of such Lender’s Loan. The amount of each Lender’s initial Commitment is set forth on Schedule 2.01. The aggregate amount of the Lenders’ Commitments is $550,000,000.

4

“Condemnation” has the meaning set forth in clause (h) of Article VII.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated” or “consolidated”, when used in connection with any calculation, means a calculation to be determined on a consolidated basis for the Borrower and its Subsidiaries in accordance with Agreement Accounting Principles.

“Consolidated Interest Expense” means, with respect to any period, the sum (without duplication) of (i) Consolidated interest expense of the Borrower and its Consolidated Subsidiaries for such period before the effect of interest income, as reflected on the Consolidated statements of income for the Borrower and its Consolidated Subsidiaries for such period, and (ii) Consolidated interest, yield or discount accrued during such period on the aggregate outstanding investment or claim held by purchasers, assignees or other transferees of (or of interests in) receivables of the Borrower and its Consolidated Subsidiaries in connection with a revolving Accounts Receivable Financing Program (regardless of the accounting treatment of such Accounts Receivable Financing Program).

“Contingent Obligation” of a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person, or otherwise assures any creditor of such other Person against loss, including, without limitation, any comfort letter, operating agreement or take-or-pay contract or application for a letter of credit.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Controlled Group” means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower or any of its Subsidiaries, are treated as a single employer under Section 414 of the Code.

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“dollars” or “$” refers to lawful money of the United States of America.

“Distribution Date” means the date on which shares of common stock of Post (other than Retained Shares and treasury stock) are distributed to the shareholders of the Borrower or, if applicable, Holdco pursuant to the Post Spin-Off.

5

“EBIT” means, for any applicable computation period, the Borrower’s and Subsidiaries’ Net Income on a consolidated basis, plus (a) consolidated federal, state, local and foreign income and franchise taxes paid or accrued during such period and (b) Consolidated Interest Expense for such period, minus (or plus) equity earnings (or losses) during such period attributable to equity investments by the Borrower and its Subsidiaries in the capital stock or other equity interests in any Person which is not a Subsidiary.

“EDGAR” means the electronic disclosure system for the receipt, storage, retrieval and dissemination of public documents filed with the Securities and Exchange Commission.

“Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

“Environmental Claims” means all claims, investigations, litigation, administrative proceedings, notices, requests for information, whether pending or threatened, or judgments or orders, however asserted, by any Governmental Authority or other Person alleging potential liability or responsibility for any violation of any Environmental Laws, or for any Release or injury to the environment.

“Environmental Laws” means all federal, state and local laws, statutes, common law duties, rules, regulations, ordinances and codes, together with all administrative orders, direct duties, requests, licenses, approvals, certificates, decrees, standards, permits and other authorizations of, and agreements with, any Governmental Authority, in each case relating to environmental, health, safety and land use matters, including without limitation, chemical substances, air emissions, effluent discharges and the storage, treatment, transport and disposal of Hazardous Materials.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“Event of Default” has the meaning set forth in Article VII.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are

6

Other Connection Taxes; (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.20) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.18 amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office; (c) Taxes attributable to such Recipient’s failure (other than as a result of a Change in Law) to comply with Section 2.18(f); and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Existing Credit Agreement” means the Credit Agreement dated as of July 27, 2010 among the Borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto as amended on the date hereof.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof.

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Financial Statements” has the meaning set forth in Section 3.05.

“Fiscal Quarter” means one of the four three-month accounting periods comprising a Fiscal Year.

“Fiscal Year” means the twelve-month accounting period ending September 30 of each year.

“Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.

“GAAP” means generally accepted accounting principles in the United States of America.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or

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pertaining to government (including without limitation any board of insurance, insurance department or insurance commissioner, any taxing authority or political subdivision, any supra-national bodies such as the European Union or the European Central Bank and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing)).

“Guarantor” means each Subsidiary of the Borrower which is a party to the Subsidiary Guaranty.

“Hazardous Materials” means any toxic or hazardous waste, substance or chemical or any pollutant, contaminant, chemical or other substance defined or regulated pursuant to any Environmental Laws, including, without limitation, asbestos, petroleum or crude oil.

“Holdco” means any holding company that may be formed and become the parent of Borrower pursuant to a transaction permitted hereunder.

“Indebtedness” of a Person means such Person’s (a) obligations for borrowed money, (b) obligations representing the deferred purchase price of Property or services (other than accounts payable arising in the ordinary course of such Person’s business payable on terms customary in the trade), (c) obligations, whether or not assumed, secured by Liens or payable out of the proceeds or production from Property now or hereafter owned or acquired by such Person, (d) obligations which are evidenced by notes, acceptances, or similar instruments, (e) Capitalized Lease Obligations, (f) Contingent Obligations, (g) the face amount of any letter of credit for which such Person is obligated, (h) obligations under so-called “synthetic leases” and (i) repurchase obligations or liabilities of such Person with respect to accounts or notes receivable sold by such Person.

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Initial Lender” means any Lender as of the date hereof.

“Interest Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.08.

“Interest Expense Coverage Ratio” means, at the end of any Fiscal Quarter of the Borrower, the ratio of (a) EBIT for the four Fiscal Quarters then ending to (b) the Borrower’s Consolidated Interest Expense for the four Fiscal Quarters then ending, all as determined in accordance with Agreement Accounting Principles.

“Interest Payment Date” means (a) with respect to any ABR Loan, the last day of each March, June, September and December and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period.

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“Interest Period” means with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is seven days or one, two, three or six months (or, if available, nine or twelve months) thereafter, as the Borrower may elect; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Investment” of a Person means any loan, advance (other than commission, travel and similar advances to officers and employees made in the ordinary course of business), extension of credit (other than accounts receivable arising in the ordinary course of business on terms customary in the trade), deposit account or contribution of capital by such Person to any other Person or any investment in, or purchase or other acquisition of, the stock, partnership interests, notes, debentures or other securities of any other Person made by such Person.

“IRS” means the United States Internal Revenue Service.

“July 2010 Senior Notes” means (i) the Borrower’s $300,000,000 aggregate principal amount of 4.950% Senior Notes due August 15, 2020, as in effect on the Effective Date, or as otherwise amended in a manner that is not materially adverse to the Lenders and (ii) the Borrower’s $150,000,000 aggregate principal amount of 6.625% Senior Notes due August 15, 2039, as in effect on the Effective Date, or as otherwise amended in a manner that is not materially adverse to the Lenders.

“Lead Arrangers” means, collectively, J.P. Morgan Securities LLC, SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC.

“Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

“Leverage Ratio” means, with respect to the Borrower on a consolidated basis with its Subsidiaries, at the end of any Fiscal Quarter, the ratio of (a) Total Debt at the end of such Fiscal Quarter to (b) Adjusted EBITDA for the four Fiscal Quarters then ending.

“LIBO Rate” means, with respect to any Eurodollar Borrowing (or, as applicable, for purposes of determining the Alternate Base Rate with respect to any ABR Borrowing) for any Interest Period, the rate appearing on the Reuters Screen LIBOR01 Page 1 (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing

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quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

“Lien” means any security interest, lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, the interest of a vendor or lessor under any conditional sale, Capitalized Lease or other title retention agreement).

“Loan Documents” means this Agreement, the Subsidiary Guaranty, the Pledge Agreement and the other documents and agreements contemplated hereby and executed by the Borrower and/or the Guarantors in favor of the Administrative Agent or any Lender.

“Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement.

“Margin Stock” has the meaning assigned to that term under Regulation U.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, Property, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries (including any Subsidiary formed or acquired in connection with the Acquisition) taken as a whole, (b) the ability of the Borrower and the Guarantors to perform their obligations under the Loan Documents, or (c) the validity or enforceability of any of the Loan Documents or the rights or remedies of the Administrative Agent or the Lenders thereunder.

“Material Foreign Subsidiary” means a Subsidiary of the Borrower organized under the laws of a jurisdiction located outside the United States and at any time having assets with a fair market value in excess of $10,000,000.

“Material Indebtedness” means Indebtedness (other than the Loans) or obligations in respect of one or more Swap Agreements, of any one or more of the Borrower and its Subsidiaries in an aggregate principal amount exceeding $35,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

“Material Subsidiary” means a Subsidiary of the Borrower organized under the laws of a jurisdiction located within the United States and at any time having assets with a fair market value in excess of $10,000,000; provided, however, that (i) any special purpose Subsidiary established for the purpose of entering into the Accounts Receivable Financing Program and (ii) Mattnick shall not be a Material Subsidiary.

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“Mattnick” means Mattnick Insurance Company, a Missouri corporation.

“Mattnick Mortgages” means mortgages and deeds of trust granting Liens on real property (and property affixed or attached to, installed on or proceeds of such real property, including but not limited to all buildings, improvements, and fixtures, hereditaments, easements, licenses, water rights and permits, appurtenances, rents, uses, issues and profits, reversion or reversions, remainder or remainders, rents and royalties under all oil, gas or mineral leases, proceeds of insurance paid or payable as a result of damage or destruction of the property and any awards which may be made with respect to the property as a result of the exercise of the right to eminent domain and any other damage or injury to or decrease in the value of the property described above, and all estate, right, title and interest in and to every part and parcel thereof) of the Borrower or any of its Subsidiaries in favor of Mattnick securing loans from Mattnick in an aggregate principal amount at no time exceeding $25,000,000.

“Maturity Date” means the earlier of (a) five (5) Business Days after the Distribution Date, and (b) October 2, 2012.

“Maximum Rate” has the meaning set forth in Section 9.13.

“May 2009 Note Purchase Agreement” means the note purchase agreement dated as of May 28, 2009 among the Borrower and the purchasers party thereto with respect to the May 2009 Senior Notes, as in effect on the Effective Date, or as otherwise amended in a manner that is not materially adverse to the Lenders.

“May 2009 Senior Notes” means (a) the Borrower’s $50,000,000 aggregate principal amount of 7.45% Senior Notes, Series 2009A, due May 28, 2019, as in effect on the Effective Date, or as otherwise amended in a manner that is not materially adverse to the Lenders and (b) the Borrower’s $50,000,000 aggregate principal amount of 7.60% Senior Notes, Series 2009B, due May 28, 2021, as in effect on the Effective Date, or as otherwise amended in a manner that is not materially adverse to the Lenders.

“Moody’s” means Moody’s Investors Service, Inc.

“Multiemployer Plan” means an employee pension benefit plan, as defined in Section 3(2) of ERISA, maintained pursuant to a collective bargaining agreement or any other arrangement to which the Borrower or any member of the Controlled Group is a party to which more than one employer outside of the Controlled Group is obligated to make contributions.

“Net Debt” means (a) Total Debt, minus (b) the amount of domestic cash held by the Borrower and the Guarantors in excess of $10,000,000.

“Net Income” means, for any computation period, with respect to the Borrower on a consolidated basis with its Subsidiaries (other than any Subsidiary which is restricted from declaring or paying dividends or otherwise advancing funds to its parent whether by contract or otherwise), cumulative net income earned during such period as determined in accordance with

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Agreement Accounting Principles, but (i) excluding any non-cash charges (except any non-cash charges that require accrual of a reserve for anticipated future cash payments) or non-cash gains (except any non-cash gains resulting in the Borrower’s accrual of a receivable which will result in a cash in-flow at a later date), which charges or gains are unusual, non-recurring or extraordinary, (ii) excluding any non-cash stock based incentive-related expenses, and (iii) including, to the extent not otherwise included in the determination of Net Income, all cash dividends and cash distributions received by the Borrower or any Subsidiary from any Person in which the Borrower or such Subsidiary has made an Investment pursuant to Section 6.06(j).

“Net Leverage Ratio” means, with respect to the Borrower on a consolidated basis with its Subsidiaries, at the end of any Fiscal Quarter, the ratio of (a) Net Debt at the end of such Fiscal Quarter to (b) Adjusted EBITDA for the four Fiscal Quarters then ending.

“Net Proceeds” means, with respect to any event, (a) the cash proceeds received in respect of such event including (i) any cash received in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but only as and when received, (ii) in the case of a casualty, insurance proceeds and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments, net of (b) the sum (without duplication) of (i) all reasonable fees and out-of-pocket expenses paid to third parties in connection with such event, (ii) in the case of a sale, transfer or other disposition of an asset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar proceeding), the amount of all payments required to be made as a result of such event to repay Indebtedness (other than Loans) secured by such asset or otherwise subject to mandatory prepayment as a result of such event and (iii) the amount of all taxes paid (or reasonably estimated to be payable) and the amount of any reserves established to fund contingent liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding year and that are directly attributable to such event (as determined reasonably and in good faith by an Authorized Officer).

“Obligations” means all unpaid principal of and accrued and unpaid interest on the Loans and all other liabilities (if any), whether actual or contingent, of the Borrower with respect to all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of the Borrower to the Lenders or to any Lender, the Administrative Agent or any indemnified party hereunder arising under any of the Loan Documents.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes or any other excise or property Taxes, charges, or similar levies that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest

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under, or otherwise with respect to, this Agreement or any other Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.20).

“Parent” means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.

“Participant” has the meaning set forth in Section 9.04(c).

“Participant Register” has the meaning set forth in Section 9.04(c).

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Permitted Purchase” means an acquisition permitted by Section 6.06(l).

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means an employee pension benefit plan, as defined in Section 3(2) of ERISA, as to which the Borrower or any member of the Controlled Group may have any liability.

“Pledge Agreement” means (a) the Pledge Agreement dated as of July 18, 2008 made by the Borrower and the other pledgors party thereto in favor of the Pledgee and (b) any other pledge or security agreement entered into by the Borrower or a Subsidiary in favor of the Administrative Agent for the benefit of the Lenders pursuant to Section 5.12, in each case as the same may be amended, restated, amended and restated, modified or supplemented from time to time.

“Pledged Subsidiary” means a Material Foreign Subsidiary of the Borrower, the Equity Interests of which have been pledged in favor of the Pledgee pursuant to the Pledge Agreement.

“Pledgee” means JPMorgan Chase Bank, N.A., as collateral agent for the benefit of the Administrative Agent and the other Secured Creditors and its successors and assigns in such capacity.

“Post Business” means the manufacture, distribution and marketing of Post® brand ready-to-eat cereal products and any other businesses or operations that comprise the Borrower’s branded cereal products reporting segment, including, if applicable, Post, Post US and their subsidiaries.

“Post” means a corporation to be formed under the laws of the State of Missouri.

“Post Obligations” means indemnification obligations of the Borrower and/or its Subsidiaries in favor of Post and/or its subsidiaries under the Post Spin-Off Documents.

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“Post US” means Post, LLC, a Delaware limited liability company.

“Post Spin-Off” means a spin-off of the Post Business, including the distribution of shares of common stock of Post (other than Retained Shares and treasury stock) to the shareholders of the Borrower or, if applicable, Holdco and the transactions under the Post Spin-Off Documents related thereto.

“Post Spin-Off Documents” means (a) a separation and distribution agreement, tax sharing agreement, transition services agreement, employee matters agreement, and other agreements reasonably acceptable to the Administrative Agent relating to the Post Spin-Off, and (b) one or more merger agreements, purchase agreements, contribution agreements or other similar agreements reasonably acceptable to the Administrative Agent pursuant to which Post US may become a subsidiary of Post, the Borrower may become a subsidiary of Holdco, and/or certain other internal reorganization transactions occur for the purpose of isolating the Post Business prior to the Distribution Date.

“Prime Rate” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its office located at 270 Park Avenue, New York, New York; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Property” of a Person means any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned, leased or operated by such Person.

“Purchase” means any transaction, or any series of related transactions, consummated on or after the date of this Agreement, by which the Borrower or any of its Subsidiaries (a) acquires any ongoing business or all or substantially all of the assets of any firm, corporation or division or line of business thereof, whether through purchase of assets, merger or otherwise, or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding partnership interests of a partnership.

“Ralston Obligations” means the indemnification obligations of the Borrower existing on the date hereof in favor of Ralston Purina Company with respect to its guaranty of the obligations of Ralston Resorts, Inc. under the Sports Facilities Refunding Revenue Bonds identified on Schedule 3.08.

“Recipient” means (a) the Administrative Agent; (b) any Lender; and (c) any other recipient of any payment to be made by or on behalf of the Borrower or any Guarantor in connection with a Loan or Loan Document.

“Register” has the meaning set forth in Section 9.04.

“Regulation T” means Regulation T of the Board of Governors of the Federal Reserve System as from time to time in effect and shall include any successor or other regulation

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or official interpretation of such Board of Governors relating to the extension of credit by securities brokers and dealers for the purpose of purchasing or carrying margin stocks applicable to such Persons.

“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation or official interpretation of said Board of Governors relating to the extension of credit by banks for the purpose of purchasing or carrying margin stocks applicable to such Persons.

“Regulation X” means Regulation X of the Board of Governors of the Federal Reserve System as from time to time in effect and shall include any successor or other regulation or official interpretation of said Board of Governors relating to the extension of credit by the specified lenders for the purpose of purchasing or carrying margin stocks applicable to such Persons.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Release” is defined in the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. 39601 et seq.

“Reportable Event” means a reportable event as defined in Section 4043 of ERISA and the regulations issued under such section, with respect to a Plan, excluding, however, such events as to which the PBGC has by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event; provided, that a failure to meet the minimum funding standard of Section 412 of the Code and of Section 302 of ERISA shall be a Reportable Event regardless of the issuance of any such waiver of the notice requirement in accordance with either Section 4043(a) of ERISA or Section 412(d) of the Code.

“Required Lenders” means, at any time, Lenders having outstanding Loans representing more than 50% of the sum of the total principal amount of outstanding Loans at such time.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other Property) with respect to any Equity Interests in the Borrower or any Subsidiary, or any payment (whether in cash, securities or other Property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Borrower or any Subsidiary or any option, warrant or other right to acquire any such Equity Interests in the Borrower or any Subsidiary.

“Retained Shares” means any shares of common stock of Post received by the Borrower or Holdco in connection with the Post Spin-Off.

“S&P” means Standard & Poor’s.

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“Sale and Leaseback Transaction” means any sale or other transfer of Property by any Person with the intent to lease such Property as lessee.

“Secured Creditors” has the meaning assigned to that term in the Pledge Agreement.

“Senior Notes” has the meaning assigned to that term in the Pledge Agreement.

“Senior Note Agreements” means the “Senior Note Agreements” as defined in the Pledge Agreement as such “Senior Note Agreements” are in effect on the Effective Date, or as are otherwise amended in a manner that is not materially adverse to the Lenders.

“Single Employer Plan” means a Plan subject to Title IV of ERISA maintained by the Borrower or any member of the Controlled Group for employees of the Borrower or any member of the Controlled Group, other than a Multiemployer Plan.

“SLRD” means Sara Lee Refrigerated Dough, LLC.

“Solvent” means, when used with respect to a Person, that (a) the fair saleable value of the assets of such Person is in excess of the total amount of the present value of its liabilities (including for purposes of this definition all liabilities (including loss reserves as determined by such Person), whether or not reflected on a balance sheet prepared in accordance with Agreement Accounting Principles and whether direct or indirect, fixed or contingent, secured or unsecured, disputed or undisputed), (b) such Person is able to pay its debts or obligations in the ordinary course as they mature and (c) such Person does not have unreasonably small capital to carry out its business as conducted and as proposed to be conducted. “Solvency” shall have a correlative meaning.

“Splitco Notes” means the Borrower’s senior notes issued pursuant to the 2008 Indenture, as in effect on the Effective Date, or as otherwise amended in a manner that is not materially adverse to the Lenders.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject, with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Subordinated Indebtedness” of a Person means any Indebtedness of such Person the payment of which is subordinated to payment of the Obligations to the written satisfaction of the Administrative Agent.

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“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Subsidiary” means any subsidiary of the Borrower.

“Subsidiary Guaranty” means that certain Subsidiary Guaranty, dated as of the date hereof, duly executed and delivered by the Guarantors in favor of the Administrative Agent, on behalf of the Lenders, as the same may be amended, supplemented or otherwise modified from time to time.

“Substantial Portion” means, with respect to the Property of the Borrower and its Subsidiaries, Property which (a) represents more than 15% of the consolidated tangible assets of the Borrower and its Subsidiaries, as would be shown in the consolidated financial statements of the Borrower and its Subsidiaries as at the end of the Fiscal Quarter next preceding the date on which such determination is made, or (b) is responsible for more than 10% of the consolidated Net Income from continuing operations of the Borrower and its Subsidiaries for the 12-month period ending as of the end of the Fiscal Quarter next preceding the date of determination.

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Swap Agreement.

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees, or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Termination Event” means, with respect to a Plan which is subject to Title IV of ERISA, (a) a Reportable Event, (b) the withdrawal of the Borrower or any other member of the Controlled Group from such Plan during a plan year in which the Borrower or any other member of the Controlled Group was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or was deemed such under Section 4068(f) of ERISA, (c) the termination of such Plan, the filing of a notice of intent to terminate such Plan or the treatment of an amendment of such Plan as a termination under Section 4041 of ERISA, (d) the institution by the PBGC of proceedings to terminate such Plan or (e) any event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or appointment of a trustee to administer, such Plan.

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“Thomson” means Thomson BankWatch Inc.

“Total Assets” means all assets and properties of the Borrower and its Subsidiaries, on a consolidated basis, reflected on a balance sheet prepared in accordance with Agreement Accounting Principles.

“Total Debt” means (a) all Indebtedness of the Borrower and its Subsidiaries, on a consolidated basis, reflected on a balance sheet prepared in accordance with Agreement Accounting Principles, plus, without duplication (b) the sum of (i) the face amount of all outstanding letters of credit in respect of which the Borrower or any Subsidiary has any reimbursement obligation and the principal amount of all Contingent Obligations of the Borrower and its Subsidiaries and (ii) the aggregate principal amount of all Indebtedness of any special purpose Subsidiary of the Borrower formed in connection with the sale of accounts receivable or other forms of off-balance sheet financing, minus (c) to the extent included in clause (b)(i) above, the Ralston Obligations and the Post Obligations.

“Transactions” means the execution, delivery and performance by the Borrower of this Agreement, the borrowing of Loans and the use of the proceeds thereof.

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

“Unfunded Liability” means the amount (if any) by which a Single Employer Plan’s actuarial accrued liability exceeds its actuarial asset value, as determined by the then most recent valuation for such plan used to determine the measures of funded status required to be reported to the Internal Revenue Service.

“U.S. Borrower” means any Borrower that is a U.S. Person.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 2.18(f).

“Wholly-Owned Subsidiary” of a Person means (a) any subsidiary all of the outstanding voting securities of which shall at the time be owned or controlled, directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such Person, or by such Person and one or more Wholly-Owned Subsidiaries of such Person, or (b) any partnership, limited liability company, association, joint venture or similar business organization 100% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled (other than in the case of foreign Subsidiaries, director’s qualifying shares and/or other nominal amounts of shares required to be held by Persons other than the Borrower and its Subsidiaries under applicable law).

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SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Type (e.g., a “Eurodollar Loan”). Borrowings also may be classified and referred to by Type (e.g., a “Eurodollar Borrowing”).

SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the word “asset” shall be construed to have the same meaning as “Property”.

SECTION 1.04. Accounting Terms. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with Agreement Accounting Principles.

ARTICLE II

The Credits

SECTION 2.01. Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make a Loan to the Borrower on the Effective Date in a principal amount that will not result in (a) such Lender’s Loan exceeding such Lender’s Commitment or (b) the sum of the Loans exceeding the total Commitments. No amount of the Loans which is repaid or prepaid by the Borrower may be reborrowed hereunder.

SECTION 2.02. Loans and Borrowings. (a) Each Loan shall be made as part of a Borrowing consisting of Loans of the same Type made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b) Subject to Section 2.15, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

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(c) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments. Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of eight Eurodollar Borrowings outstanding.

(d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

SECTION 2.03. Requests for Borrowings. To request the initial Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of the proposed Borrowing. Such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

(i) the aggregate amount of the requested Borrowing;

(ii) the date of such Borrowing, which shall be the Effective Date;

(iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

(iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and

(v) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07.

If no election as to the Type of such Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any such requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of the Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

SECTION 2.04. [Intentionally Omitted]

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SECTION 2.05. [Intentionally Omitted]

SECTION 2.06. [Intentionally Omitted]

SECTION 2.07. Funding of Borrowings. (a) Each Lender shall make the Loan to be made by it hereunder on the Effective Date by wire transfer of immediately available funds by 2:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent in New York City and designated by the Borrower in the Borrowing Request.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of the initial Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

SECTION 2.08. Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders, and the Loans comprising each such portion shall be considered a separate Borrowing.

(b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower.

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

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(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

(iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

SECTION 2.09. Termination of Commitments. Unless previously terminated, the initial Commitments shall terminate upon the making of the Loans on the Effective Date.

SECTION 2.10. Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each applicable Lender the unpaid amount of its Loan on the Maturity Date.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period

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applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

(e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

SECTION 2.11. [Intentionally Omitted]

SECTION 2.12. Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section.

(b) The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.14.

(c) In addition to the repayments of the Loans required by Section 2.10(a), the Borrower shall make mandatory prepayment of the Loans as follows:

(i) Within two (2) Business Days (or, with regard to any Asset Disposition in connection with the Post Spin-Off, then within five (5) Business Days of the Distribution Date) of the receipt by the Borrower or any Subsidiary of any Net Proceeds (in excess of $25,000,000 in the aggregate per calendar year) from (A) any Asset Disposition or (B) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Property or asset of the Borrower or any Subsidiary, the Borrower shall make a mandatory prepayment of the Loans in an amount equal to 100% of such Net Proceeds (or, if less, the aggregate outstanding principal amount of the Loans).

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(ii) Within two (2) Business Days of the receipt by the Borrower or any Subsidiary of any Net Proceeds from the incurrence of any Indebtedness that is not permitted by Section 6.02, the Borrower shall make a mandatory prepayment of the Loans in an amount equal to 100% of such Net Proceeds (or, if less, the aggregate outstanding principal amount of the Loans).

SECTION 2.13. Fees. (a) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent.

(b) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent. Fees paid shall not be refundable under any circumstances.

SECTION 2.14. Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate.

(b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.

(c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section.

(d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan prior to the Maturity Date), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

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(e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

SECTION 2.15. Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

(a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or

(b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.

SECTION 2.16. Increased Costs. (a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate);

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii) impose on any Lender or the London interbank market any other condition (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then, upon request of such Lender or such other Recipient the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or other Recipient for such additional costs incurred or reduction suffered.

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(b) If any Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by such Lender or such Recipient to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

SECTION 2.17. Break Funding Payments. In the event of (a) the payment or prepayment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.12(b) and is revoked in accordance therewith) or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.20, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar

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deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

SECTION 2.18. Taxes.

(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or the Guarantors under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or any Guarantor (as applicable) shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b) Payment of Other Taxes by the Borrower and the Guarantors. The Borrower and the Guarantors shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(c) Indemnification by the Borrower and Guarantors. The Borrower and the Guarantors shall jointly and severally indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes and Other Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes or Other Taxes attributable to such Lender (but only to the extent that the Borrower or any Guarantor has not already indemnified the Administrative Agent for such Indemnified Taxes or Other Taxes and without limiting the obligation of the Borrower and the Guarantors to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with

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respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (d).

(e) Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower or any Guarantor to a Governmental Authority pursuant to this Section 2.18, the Borrower or any such Guarantor shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(f) Status of Lenders.

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent (provided that the Administrative Agent shall be under no obligation to so request), at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.18(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing,

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender

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becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(i) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(ii) executed originals of IRS Form W-8ECI;

(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit K-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN; or

(iv) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit K-2 or Exhibit K-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit K-4 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

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(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(g) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.18 (including by the payment of additional amounts pursuant to this Section 2.18), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(h) Survival. Each party’s obligations under this Section 2.18 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

SECTION 2.19. Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) The Borrower shall make each payment required to be made by it hereunder (whether of

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principal, interest, fees or of amounts payable under Section 2.16, 2.17 or 2.18, or otherwise) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 270 Park Avenue, New York, New York. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars.

(b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

(c) If any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loan and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the

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amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(e) If any Lender shall fail to make any payment required to be made by it pursuant to 2.07(b), 2.19(d) or 9.03(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

SECTION 2.20. Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.16, or if the Borrower is required to pay any Indemnified Taxes or any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.18, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.16 or 2.18, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) If any Lender requests compensation under Section 2.16, or if the Borrower is required to pay any Indemnified Taxes or any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.18, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.16 and 2.18) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.16 or payments required to be made pursuant to Section 2.18, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

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ARTICLE III

Representations and Warranties

The Borrower represents and warrants to the Administrative Agent and the Lenders that:

SECTION 3.01. Corporate Existence and Standing. The Borrower, each Material Subsidiary and Mattnick each is a corporation duly incorporated, validly existing and in good standing under the laws of its respective jurisdiction of incorporation and is duly qualified and in good standing as a foreign corporation and is duly authorized to conduct its business in each jurisdiction in which its business is conducted or proposed to be conducted except where the failure to be so qualified or authorized could not reasonably be expected to have a Material Adverse Effect.

SECTION 3.02. Authorization and Validity. The Borrower and each Guarantor have all requisite power and authority (corporate and otherwise) and legal right to execute and deliver (or file, as the case may be) each of the Loan Documents to which it is a party and to perform its obligations thereunder. The execution and delivery (or filing, as the case may be) by the Borrower and each Guarantor of the Loan Documents to which it is a party and the performance of their respective obligations thereunder have been duly authorized by proper organizational proceedings and the Loan Documents constitute legal, valid and binding obligations of the Borrower or such Guarantor, as applicable, enforceable against the Borrower or such Guarantor, as applicable, in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.

SECTION 3.03. Compliance with Laws and Contracts. The Borrower and its Subsidiaries have complied with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective Properties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a party, the application of the proceeds of the Loans, the consummation of any transaction contemplated in the Loan Documents, nor compliance with the provisions of the Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulation T, Regulation U and Regulation X), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiary or the Borrower’s or any Subsidiary’s articles or certificate of incorporation or similar charter document, as the case may be, or by-laws or operating agreement, as the case may be, (b) violate the provisions of or require the approval or consent of any party to any material indenture, instrument or agreement to which the Borrower or any Subsidiary is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by the Loan Documents) in, of or on the Property of the

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Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (c) require any consent of the stockholders or members, as applicable, of any Person.

SECTION 3.04. Governmental Consents. No order, consent, approval, qualification, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of, any Governmental Authority, or any subdivision thereof, or any securities exchange is or at the relevant time was required to authorize, or is or at the relevant time was required in connection with the execution, delivery, consummation or performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents, the application of the proceeds of the Loans or any other transaction contemplated in the Loan Documents.

SECTION 3.05. Financial Statements. The Borrower has heretofore furnished to each of the Lenders the audited consolidated financial statements of the Borrower and its Subsidiaries as of and for the fiscal year ended September 30, 2010 and the unaudited consolidated financial statements of the Borrower and its Subsidiaries as of and for the fiscal quarters ended December 31, 2010, March 31, 2011 and June 30, 2011 (collectively, the “Financial Statements”). Each of the Financial Statements was prepared in accordance with Agreement Accounting Principles and fairly presents the consolidated financial condition and operations of the Borrower and its Subsidiaries at such dates and the consolidated results of their operations for the respective periods then ended (except, in the case of such unaudited statements, for normal year-end audit adjustments).

SECTION 3.06. Material Adverse Change. Since September 30, 2010, there has been no change from that reflected in the Financial Statements, in the business, Property, condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries taken as a whole which could reasonably be expected to have a Material Adverse Effect.

SECTION 3.07. Taxes. The Borrower and its Subsidiaries have filed or caused to be filed in correct form all United States federal and applicable foreign, state and local tax returns and all other material tax returns which are required to be filed and have paid all taxes due pursuant to said returns or pursuant to any assessment received by the Borrower or any Subsidiary, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided in accordance with Agreement Accounting Principles and as to which no Lien exists. No tax liens have been filed and no claims are being asserted with respect to any such taxes which could reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Borrower and its Subsidiaries in respect of any taxes or other governmental charges are in accordance with Agreement Accounting Principles.

SECTION 3.08. Litigation and Contingent Obligations. There is no litigation, arbitration, proceeding, inquiry or governmental investigation (including, without limitation, by the Federal Trade Commission) pending or, to the knowledge of any of their officers, threatened against or affecting the Borrower or any Subsidiary or any of their respective Properties which could reasonably be expected to have a Material Adverse Effect or to prevent, enjoin or unduly delay the making of the Loans under this Agreement. Neither the Borrower nor any Subsidiary has any material Contingent Obligations except as set forth on Schedule 3.08.

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SECTION 3.09. Subsidiaries and Capitalization. Schedule 3.09 hereto contains an accurate list of all of the existing Subsidiaries as of the date of this Agreement, setting forth their respective jurisdictions of incorporation and the percentage of their capital stock owned by the Borrower or other Subsidiaries. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable, and are free and clear of all Liens, other than the Liens created by the Loan Documents. No authorized but unissued or treasury shares of capital stock of the Borrower or any Subsidiary are subject to any option, warrant, right to call or commitment of any kind or character. Except as set forth on Schedule 3.09, neither the Borrower nor any Subsidiary has any outstanding stock or securities convertible into or exchangeable for any shares of its capital stock, or any right issued to any Person (either preemptive or other) to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to any of its capital stock or any stock or securities convertible into or exchangeable for any of its capital stock other than as expressly set forth in the certificate or articles of incorporation of the Borrower or such Subsidiary. Neither the Borrower nor any Subsidiary is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any convertible securities, rights or options of the type described in the preceding sentence except as otherwise set forth on Schedule 3.09. Except as set forth on Schedule 3.09, as of the date hereof the Borrower does not own or hold, directly or indirectly, any capital stock or equity security of, or any equity or partnership interest in any Person other than such Subsidiaries.

SECTION 3.10. ERISA. Each of the Borrower and each member of the Controlled Group has fulfilled its obligations under the minimum funding standards of ERISA and the Code with respect to each Plan. Neither the Borrower nor any other member of the Controlled Group has incurred, or is reasonably expected to incur, any withdrawal liability to any Multiemployer Plan which could reasonably be expected to have a Material Adverse Effect. Each Plan complies in all respects with all applicable requirements of law and regulations, except where the failure to so comply could not reasonably be expected to cause the relevant Plan to become disqualified under the Code. Neither the Borrower nor any member of the Controlled Group has, with respect to any Plan, failed to make any contribution or pay any amount required under Section 412 of the Code or Section 302 of ERISA or the terms of such Plan. There are no pending or, to the knowledge of the Borrower, threatened claims, actions, investigations or lawsuits against any Plan, any fiduciary thereof, or the Borrower or any member of the Controlled Group with respect to a Plan which could reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any member of the Controlled Group has engaged in any prohibited transaction (as defined in Section 4975 of the Code or Section 406 of ERISA) in connection with any Plan which would subject such Person to any material liability. Within the last five years neither the Borrower nor any member of the Controlled Group has engaged in a transaction which resulted in a Single Employer Plan with an Unfunded Liability being transferred out of the Controlled Group. No Termination Event has occurred or is reasonably expected to occur with respect to any Plan which is subject to Title IV of ERISA.

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SECTION 3.11. Defaults. No Default or Event of Default has occurred and is continuing.

SECTION 3.12. Federal Reserve Regulations. Neither the Borrower nor any Subsidiary is engaged, directly or indirectly, principally, or as one of its important activities, in the business of extending, or arranging for the extension of, credit for the purpose of purchasing or carrying Margin Stock. Neither the making of any Loan hereunder nor the use of the proceeds thereof will violate or be inconsistent with the provisions of Regulation T, Regulation U or Regulation X. Following the application of the proceeds of the Loans, less than 25% of the value (as determined by any reasonable method) of the assets of the Borrower and its Subsidiaries which are subject to any limitation on sale, pledge, or other restriction hereunder taken as a whole have been, and will continue to be, represented by Margin Stock.

SECTION 3.13. Investment Company Act. Neither the Borrower nor any Subsidiary is, or after giving effect to any Loan will be, an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

SECTION 3.14. Certain Fees. Other than as disclosed on Schedule 3.14, no broker’s or finder’s fee or commission was, is or will be payable by the Borrower or any Subsidiary with respect to the transactions contemplated by this Agreement. The Borrower hereby agrees to indemnify the Administrative Agent and the Lenders against and agrees that it will hold each of them harmless from any claim, demand or liability for broker’s or finder’s fees or commissions alleged to have been incurred by the Borrower in connection with any of the transactions contemplated by this Agreement and any expenses (including, without limitation, attorneys’ fees and time charges of attorneys for the Administrative Agent or any Lender, which attorneys may be employees of the Administrative Agent or any Lender) arising in connection with any such claim, demand or liability.

SECTION 3.15. Solvency. As of the date hereof, after giving effect to the consummation of the transactions contemplated by the Loan Documents and the payment of all fees, costs and expenses payable by the Borrower or its Subsidiaries with respect to the transactions contemplated by the Loan Documents, each of the Borrower and each Guarantor is Solvent.

SECTION 3.16. Ownership of Properties. (a) Except as set forth on Schedule 3.16 hereto, the Borrower and its Subsidiaries have a subsisting leasehold interest in, or good and marketable title, free of all Liens, other than those permitted by Section 6.08 or by any of the other Loan Documents, to all of the Properties and assets reflected in the Financial Statements as being owned by it, except for assets sold, transferred or otherwise disposed of in the ordinary course of business since the date thereof. There are no actual, threatened or alleged defaults with respect to any leases of real property under which the Borrower or any Subsidiary is lessee or lessor which could reasonably be expected to have a Material Adverse Effect. The Borrower and its Subsidiaries own or possess rights to use all material licenses, patents, patent applications, copyrights, service marks, trademarks and trade names necessary to continue to conduct their business as heretofore conducted, and no such license, patent or trademark has been declared invalid, been limited by order of any court or by agreement or is the subject of any infringement, interference or similar proceeding or challenge, except for proceedings and challenges which could not reasonably be expected to have a Material Adverse Effect.

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(b) Each of the Borrower and its Subsidiaries owns, is licensed or otherwise has the right to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and its Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.17. Indebtedness. Attached hereto as Schedule 3.17 is a complete and correct list of all Indebtedness of the Borrower and its Subsidiaries outstanding on the date of this Agreement (other than Indebtedness in a principal amount not exceeding $100,000 for a single item of Indebtedness and $500,000 in the aggregate for all such Indebtedness), showing the aggregate principal amount which was outstanding on such date.

SECTION 3.18. Subordinated Indebtedness. The principal of and interest on the Loans and all other Obligations will constitute “senior debt” as that or any similar term is or may be used in any other instrument evidencing or applicable to any Subordinated Indebtedness of the Borrower.

SECTION 3.19. Employee Controversies. There are no strikes, work stoppages or controversies pending or threatened between the Borrower or any Subsidiary and any of its employees, other than strikes, work stoppages or controversies arising in the ordinary course of business, which, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

SECTION 3.20. Material Agreements. Neither the Borrower nor any Subsidiary is a party to any agreement or instrument or subject to any charter or other corporate restriction (a) which could reasonably be expected to have a Material Adverse Effect or (b) which (other than (u) the Existing Credit Agreement as in effect on the date hereof, (v) the Senior Note Agreements, (w) the 2008 Indenture, (x) the May 2009 Note Purchase Agreement, (y) the 2009 Indenture, and (z) other agreements or instruments governing Indebtedness of the Borrower or any Subsidiaries permitted to be incurred pursuant to Section 6.02(g) so long as the restrictions contained therein are not materially less favorable to the Lenders, taken as a whole, than the restrictions contained in this Agreement), restricts or imposes conditions upon the ability of the Borrower or any Subsidiary to (i) pay dividends or make other distributions on its capital stock (ii) make loans or advances to the Borrower, (iii) repay loans or advances from Borrower or (iv) grant Liens to the Administrative Agent to secure the Obligations. Neither the Borrower nor any Subsidiary is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement to which it is a party, which default could reasonably be expected to have a Material Adverse Effect.

SECTION 3.21. Environmental Laws. The Borrower, each Material Subsidiary and Mattnick each conduct in the ordinary course of business a review of the effects of then existing Environmental Laws and then existing Environmental Claims on its business, condition (financial and other), results of operations and Property, and as a result thereof the Borrower,

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each Material Subsidiary and Mattnick have reasonably concluded that the application of such Environmental Laws and the existence of such Environmental Claims, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

SECTION 3.22. Insurance. The Borrower and its Subsidiaries maintain with financially sound and reputable insurance companies insurance on their Property in such amounts and covering such risks as is consistent with sound business practice.

SECTION 3.23. Disclosure. None of the (a) information, exhibits or reports furnished or to be furnished by the Borrower or any Subsidiary to the Administrative Agent or to any Lender in connection with the negotiation of the Loan Documents, or (b) representations or warranties of the Borrower or any Subsidiary contained in this Agreement, the other Loan Documents or any certificate or other written information furnished to the Administrative Agent or the Lenders by or on behalf of the Borrower or any Subsidiary pursuant to a request from the Administrative Agent or the Lenders permitted hereunder and for use in connection with the transactions contemplated by this Agreement, taken as a whole, contained, contains or will contain any untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances in which the same were made. The pro forma financial information contained in such materials is based upon good faith estimates and assumptions believed by the Borrower to be reasonable at the time made. There is no fact known to the Borrower (other than matters of a general economic nature) that has had or could reasonably be expected to have a Material Adverse Effect and that has not been disclosed herein or in such other documents, certificates and other written information furnished to the Lenders for use in connection with the transactions contemplated by this Agreement.

SECTION 3.24. Material Foreign Subsidiaries. Except as set forth on Schedule 3.24 hereto, as of the Effective Date, the Borrower has no Material Foreign Subsidiaries.

SECTION 3.25. OFAC. Neither the Borrower nor any Guarantor (i) is a person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such person in any manner violative of Section 2, or (iii) is a person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation or executive order.

SECTION 3.26. Patriot Act. The Borrower and each Guarantor is in compliance, in all material respects, with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) the Uniting And Strengthening America By Providing Appropriate Tools Required To Intercept And Obstruct Terrorism (USA Patriot Act of 2001). No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone

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else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

ARTICLE IV

Conditions

SECTION 4.01. Effective Date. The obligations of the Lenders to make Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

(a) The Administrative Agent (or its counsel) shall have received from each party hereto and to the other Loan Documents either (i) a counterpart of the Loan Documents signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of the Loan Documents.

(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of (i) Gregory A. Billhartz, General Counsel for the Borrower and the Guarantors and (ii) Bryan Cave LLP, special counsel for the Borrower and the Guarantors, covering such matters relating to the Borrower, the Guarantors, this Agreement, the other Loan Documents and the Transactions as the Administrative Agent shall reasonably request, such opinions to be in form and substance satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinions.

(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower and the Guarantors, the authorization of the Transactions and any other legal matters relating to the Borrower and the Guarantors, this Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.

(d) The Administrative Agent shall have received a copy of a letter, in form and substance acceptable to the Administrative Agent, from the Borrower to the Pledgee notifying the Pledgee that this Agreement and the Subsidiary Guaranty shall be “Permitted Debt Agreements” under the Pledge Agreement.

(e) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by an Authorized Officer of the Borrower, certifying that (i) the representations and warranties of the Borrower and the Guarantors set forth in the Loan Documents are true and correct in all material respects on and as of the Effective Date and (ii) no Default shall have occurred and be continuing at the time of and immediately after giving effect to the Borrowing on the Effective Date.

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(f) The Lenders, the Administrative Agent and the Lead Arrangers shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrower hereunder.

(g) All material governmental, shareholder and material third party consents and approvals necessary in connection with the Transactions shall have been obtained and all such consents and approvals shall be in force and effect.

(h) The Lenders shall have received (i) U.S. GAAP audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower for the 2010, 2009 and 2008 fiscal years, (ii) U.S. GAAP unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower for each subsequent fiscal quarter ended at least 45 days before the Effective Date and (iii) the unaudited balance sheet of SLRD as of July 2, 2011 and the unaudited statement of income of SLRD for the year ended July 2, 2011.

(i) The Lenders shall have received a pro forma consolidated balance sheet and related pro forma consolidated statements of income of the Borrower as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal-quarter period for which financial statements have been delivered pursuant to clause (h) above, prepared after giving effect to the Acquisition and the other transactions contemplated hereby as if such transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements).

(j) The Borrower shall have entered into an amendment to the Existing Credit Agreement in form and substance reasonably acceptable to the Lead Arrangers.

(k) The Acquisition shall have been consummated and the Effective Date shall occur simultaneously with the Borrowing in accordance with applicable law and on the terms described in this Agreement and in the Acquisition Agreement. No provision of the Acquisition Agreement shall have been amended, modified or waived in any respect materially adverse to the Lenders without the prior written consent of the Administrative Agent.

(l) The Administrative Agent shall be satisfied that the Borrower is in pro forma compliance with the financial covenants contained in Section 6.17 after giving effect to the Acquisition and the other transactions contemplated hereby. The Borrower shall have delivered to the Administrative Agent a certificate of an Authorized Officer of the Borrower certifying as to compliance with the financial covenants referenced in the preceding sentence and demonstrating (in reasonable detail) the calculations required by such covenants.

(m) The Administrative Agent shall have received such other documents as the Administrative Agent, any Lender or their counsel may have reasonably requested.

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The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on November 7, 2011 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

ARTICLE V

Affirmative Covenants

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full, the Borrower covenants and agrees with the Lenders that:

SECTION 5.01. Financial Reporting. The Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, consistently applied, and furnish to the Lenders:

(a) As soon as practicable and in any event within 95 days after the close of each of its Fiscal Years, an unqualified audit report certified by independent certified public accountants, reasonably acceptable to the Lenders, prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself and its Subsidiaries, including balance sheets as of the end of such period and related statements of income, retained earnings and cash flows accompanied by a certificate of said accountants that, in the course of the examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default, or if, in the opinion of such accountants, any Default shall exist, stating the nature and status thereof.

(b) As soon as practicable and in any event within 50 days after the close of the first three Fiscal Quarters of each of its Fiscal Years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income, retained earnings and cash flows for the period from the beginning of such Fiscal Year to the end of such quarter, all certified by an Authorized Officer.

(c) Together with the financial statements required by clauses (a) and (b) above, a compliance certificate in substantially the form of Exhibit B hereto signed by an Authorized Officer showing the calculations necessary to determine compliance with this Agreement and stating that no Default exists, or if any Default exists, stating the nature and status thereof.

(d) Within 270 days after the close of each Fiscal Year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA.

(e) As soon as possible and in any event within 10 days after the Borrower knows that any Termination Event has occurred with respect to any Plan, a statement, signed by an Authorized Officer of the Borrower, describing said Termination Event and the action which the Borrower proposes to take with respect thereto.

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(f) As soon as possible and in any event within 10 days after the Borrower learns thereof, notice of the assertion or commencement of any claims, action, suit or proceeding against or affecting the Borrower or any Subsidiary which could reasonably be expected to have a Material Adverse Effect.

(g) Promptly upon the furnishing thereof to the shareholders of the Borrower, copies of all financial statements, reports and proxy statements so furnished; provided, however, that such information shall be deemed to have been furnished to the Lenders if such information is readily available through EDGAR.

(h) Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Borrower or any of its Subsidiaries files with the Securities and Exchange Commission; provided, however, that such information shall be deemed to have been furnished to the Lenders if such information is readily available through EDGAR.

(i) Such other information (including non-financial information) as the Administrative Agent or any Lender may from time to time reasonably request.

SECTION 5.02. Use of Proceeds. The Borrower will use the proceeds of the Loans to finance, in part, the Acquisition, and to pay related fees and expenses. The Borrower will not, nor will it permit any Subsidiary to, use any of the proceeds of the Loans to purchase or carry any “margin stock” (as defined in Regulation U) or to finance the Purchase of any Person which has not been approved and recommended by the board of directors (or functional equivalent thereof) of such Person.

SECTION 5.03. Notice of Default. The Borrower will give prompt notice in writing to the Lenders of the occurrence of (a) any Default, (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect and (c) of any other event or development, financial or other, relating specifically to the Borrower or any of its Subsidiaries (and not of a general economic or political nature) which could reasonably be expected to have a Material Adverse Effect.

SECTION 5.04. Conduct of Business. The Borrower will, and will cause each Subsidiary (i) to (other than Mattnick) carry on and conduct its business in substantially the same manner as is presently conducted or in other consumer products markets and the manufacturing of ingredients therefor and (ii) to do all things necessary to remain duly incorporated or organized, as applicable, validly existing and in good standing as a domestic corporation or other entity in its jurisdiction of organization and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted, except where the failure to maintain such authority could not reasonably be expected to have a Material Adverse Effect. The Borrower will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect the rights, licenses, permits,

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privileges and franchises relating to the conduct of its business, except where the failure to maintain such rights, licenses, permits, privileges or franchises could not reasonably be expected to have a Material Adverse Effect. Mattnick shall engage exclusively in the business of acting as a captive insurance company insuring the risks of the Borrower and its Subsidiaries.

SECTION 5.05. Taxes. The Borrower will, and will cause each Subsidiary to, timely file complete and correct United States federal and applicable material foreign, state and local tax returns required by applicable law and pay when due all material taxes, assessments and governmental charges and levies upon it or its income, profits or Property, except those which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside.

SECTION 5.06. Insurance. The Borrower will, and will cause each Subsidiary to, maintain with financially sound and reputable insurance companies insurance on all their Property in such amounts and covering such risks as is consistent with sound business practice for similarly situated businesses in the industries in which the Borrower and its Subsidiaries operate, and the Borrower will furnish to the Administrative Agent and any Lender upon request full information as to the insurance carried.

SECTION 5.07. Compliance with Laws and Material Contractual Obligations. The Borrower will, and will cause each Subsidiary to comply with (a) all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, the failure to comply with which could reasonably be expected to have a Material Adverse Effect and (b) all of its material contractual obligations, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.08. Maintenance of Properties. The Borrower will, and will cause each Subsidiary to do all things necessary to maintain, preserve, protect and keep its Property in good repair, working order and condition, and make all necessary and proper repairs, renewals and replacements so that its business carried on in connection therewith may be properly conducted at all times, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

SECTION 5.09. Inspection. The Borrower will, and will cause each Subsidiary to, permit the Administrative Agent and the Lenders, by their respective representatives and agents, to inspect any of the Property, corporate books and financial records of the Borrower and each Subsidiary, to examine and make copies of the books of accounts and other financial records of the Borrower and each Subsidiary, and to discuss the affairs, finances and accounts of the Borrower and each Subsidiary with, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Lenders may designate; provided, however, that so long as no Event of Default has occurred, (i) the Administrative Agent or any Lender exercising any rights pursuant to this Section 5.09 shall give the Borrower or any applicable Subsidiary advance written notice of its intention to exercise such rights and (ii) the Borrower shall have no obligation to reimburse the Administrative Agent for the costs and/or expenses of more than one inspection or audit described in this Section 5.09 in any Fiscal Year. The Borrower will keep or cause to be kept, and cause each Subsidiary to keep or cause to be kept, appropriate records and books of account in which complete entries are to be made reflecting its and their business and financial transactions, such entries to be made in accordance with Agreement Accounting Principles consistently applied.

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SECTION 5.10. Environmental Matters. The Borrower shall and shall cause each of its Material Subsidiaries and Mattnick to conduct in the ordinary course of its business reviews of the effects of then existing Environmental Laws and then existing Environmental Claims on its business, condition (financial and other), results of operations and Property and to take all actions required by such Environmental Laws and in respect of such Environmental Claims, except where the failure to so act could not reasonably be expected to have a Material Adverse Effect.

SECTION 5.11. Material Subsidiaries. The Borrower shall cause each of its Subsidiaries which (a) becomes a Material Subsidiary on or after the date hereof or (b) becomes a guarantor of the Senior Notes, the Existing Credit Agreement, the Splitco Notes, the May 2009 Senior Notes, the August 2009 Senior Notes, the July 2010 Senior Notes or any other obligations of the Borrower and its Subsidiaries permitted to be incurred pursuant to Section 6.02(g) on or after the date hereof to join the Subsidiary Guaranty as a Guarantor pursuant to a joinder agreement in the form attached to the Subsidiary Guaranty within thirty (30) days of such Person becoming a Material Subsidiary or becoming such a guarantor, as applicable.

SECTION 5.12. Material Foreign Subsidiaries. Within thirty (30) days after any Person becomes a Material Foreign Subsidiary, the Borrower shall, or shall cause its applicable Subsidiary to, pledge to the Pledgee 65% (or, to the extent that such pledge can be accomplished without an adverse tax or other financial consequence to the Borrower or any of its Subsidiaries in any material respect, 100%) of the Equity Interests of such Person to secure the Obligations and shall deliver such documents as the Pledgee may reasonably require in connection therewith; provided, that the Administrative Agent shall be authorized to release the foregoing pledge so long as (a) no Default or Event of Default shall then exist (and the Administrative Agent shall have received a certificate signed by an Authorized Officer of the Borrower certifying to such upon request) and (b) the Administrative Agent shall have received satisfactory evidence that the Liens securing the other Indebtedness secured thereby are also substantially contemporaneously released (or that arrangements for such release satisfactory to the Administrative Agent shall have been made). Following any such release of all Liens under the Pledge agreement, the Borrower shall have no further obligations under this Section 5.12.

SECTION 5.13. Payment of Obligations. The Borrower will, and will cause each Subsidiary to, pay or discharge all Material Indebtedness and all other material liabilities and obligations, including Taxes, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

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ARTICLE VI

Negative Covenants

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full, the Borrower covenants and agrees with the Lenders that:

SECTION 6.01. Capital Stock and Dividends. The Borrower will not, nor will it permit any Subsidiary to issue or have outstanding any preferred stock, other than preferred stock not having mandatory redemption, retirement and other repurchase dates commencing less than 91 days after the Maturity Date.

SECTION 6.02. Indebtedness. The Borrower will not, nor will it permit any Subsidiary to, create, incur or suffer to exist any Indebtedness, except:

(a) the Loans;

(b) Indebtedness existing on the date hereof and described in Schedule 3.17;

(c) Contingent Obligations permitted by Section 3.08;

(d) Indebtedness arising in connection with the Accounts Receivable Financing Program;

(e) Indebtedness under the Existing Credit Agreement;

(f) Indebtedness pursuant to the Splitco Notes, the Senior Notes, the August 2009 Senior Notes, the July 2010 Senior Notes and the May 2009 Senior Notes;

(g) other Indebtedness so long as immediately after giving effect to the incurrence of such Indebtedness, the Borrower is in compliance with the financial covenants set forth in Section 6.17.

SECTION 6.03. Merger; Fundamental Changes. The Borrower will not, nor will it permit any Subsidiary to, merge or consolidate with or into any other Person, or liquidate or dissolve, except that (i) a Wholly-Owned Subsidiary may merge into the Borrower or any Wholly-Owned Subsidiary of the Borrower, (ii) the Borrower or any Subsidiary may merge or consolidate with any other Person so long as the Borrower or such Subsidiary is the continuing or surviving corporation and, prior to and after giving effect to such merger or consolidation, no Default or Event of Default shall exist, and (iii) any Subsidiary may enter into a merger or consolidation or may liquidate or dissolve as a means of effecting a disposition permitted by Section 6.04. Holdco will not merge or consolidate with or into any other Person, or liquidate or dissolve, except that Holdco may merge or consolidate with the Borrower so long as the Borrower is the continuing or surviving corporation and, prior to and after giving effect to such merger or consolidation, no Default or Event of Default shall exist.

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SECTION 6.04. Sale of Assets. The Borrower will not, nor will it permit any Subsidiary to, lease, sell, transfer or otherwise dispose of its Property to any other Person except for (a) sales of inventory or unused or obsolete equipment in the ordinary course of business, (b) leases, sales, transfers or other dispositions of its Property that, together with all other Property of the Borrower and its Subsidiaries previously leased, sold, transferred or otherwise disposed of (other than inventory or unused or obsolete equipment sold in the ordinary course of business and accounts receivables transactions permitted by Section 6.05) as permitted by this Section 6.04 since the date hereof, do not constitute a Substantial Portion of the Property of Borrower and its Subsidiaries, (c) sales, transfers and dispositions to the Borrower or any Subsidiary, provided that any such sales, transfers or dispositions involving a Subsidiary that is not a Guarantor or Pledged Subsidiary shall be made in compliance with Section 6.06(j), (d) any Subsidiary that is not a Guarantor or Pledged Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, and (e) sales, transfers or other dispositions of assets in connection with the Post Spin-Off.

SECTION 6.05. Sale of Accounts. The Borrower will not, nor will it permit any Subsidiary to, sell or otherwise dispose of any notes receivable or accounts receivable, with or without recourse, except that the Borrower or any Subsidiary may sell or otherwise grant an interest in its accounts receivable to other Persons, in each case pursuant to an Accounts Receivable Financing Program.

SECTION 6.06. Investments and Purchases. The Borrower will not, nor will it permit any Subsidiary to, make or suffer to exist any Investments (including, without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Purchases, except:

(a) Short-term obligations of, or fully guaranteed by, the United States of America and short-term obligations of United States government agencies;

(b) Commercial paper rated A-1 or better by S&P or P-1 or better by Moody’s;

(c) Demand deposit and money market bank accounts maintained in the ordinary course of business with Initial Lenders or with commercial banks which are members of the Federal Deposit Insurance Corporation;

(d) Bankers acceptances and certificates of deposit issued by and time deposits with Initial Lenders or with commercial banks (whether domestic or foreign) rated B or better by Thomson, A or better by S&P or A2 or better by Moody’s;

(e) Repurchase agreements with Initial Lenders or with commercial banks (whether domestic or foreign) rated B or better by Thomson, A or better by S&P or A2 or better by Moody’s, so long at least 102% of the principal amount of each repurchase agreement is collateralized by obligations of, or fully guaranteed by, the United States of America or by commercial paper rated A-1 or better by S&P or P-1 or better by Moody’s;

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(f) Loan participations and master notes with corporations rated A-1 or better by S&P or P-1 or better by Moody’s and with Initial Lenders or with commercial banks rated B or better by Thomson, A or better by S&P or A2 or better by Moody’s;

(g) Money market preferred stock accounts in corporations rated A or better by S&P or A2 or better by Moody’s or in other corporations so long as such Investments are secured by letters of credit issued by Initial Lenders or by commercial banks rated B or better by Thomson, A or better by S&P or A2 or better by Moody’s;

(h) Existing Investments in Subsidiaries and additional Investments in Guarantors and Pledged Subsidiaries;

(i) Other Investments in existence on the date hereof and described in Schedule 6.06 hereto;

(j) Other Investments in Persons or Subsidiaries which are not Guarantors or Pledged Subsidiaries (including, without limitation, (i) any Investment in a joint venture and (ii) the creation of and the Investment in any Subsidiary that is not a Guarantor) in an aggregate amount not in excess of 7.5% of Total Assets;

(k) Investments in, and the creation of, any special purpose Subsidiary created for the purpose of entering into the Accounts Receivable Financing Program;

(l) (i) Non-hostile Purchases in the same line of business or related or ancillary businesses as the Borrower (including but not limited to consumer packaged goods), not exceeding $100,000,000 in the case of any single Purchase or series of related Purchases, provided that (A) there shall exist no Default either immediately before or immediately after giving effect to any such Purchase and (B) the representations and warranties contained in Article III are true and correct both immediately before and immediately after giving effect to any such Purchases, or (ii) non-hostile Purchases in the same line of business or related or ancillary businesses as the Borrower (including but not limited to consumer packaged goods), in excess of $100,000,000 in the case of any single Purchase or series of related Purchases (including, for the avoidance of doubt, Borrower’s purchase of the Equity Interests of SLRD and certain related assets in connection with the Acquisition), provided that (A) there shall exist no Default either immediately before or immediately after giving effect to any such Purchases, (B) the representations and warranties contained in Article III are true and correct both immediately before and immediately after giving effect to any such Purchases, and (C) the Borrower submits pro forma financial statements for the most recent period of four consecutive Fiscal Quarters for which financial statements have been furnished or are due pursuant to Section 5.01 and a certificate executed by an Authorized Officer of the Borrower prior to closing any such transaction showing that the Borrower is in compliance with Section 6.17 (treating such Purchase as having occurred on the first day of such four-quarter period);

(m) United States mutual funds that invest solely in any of the Investments described in subsections (a) through (g) above;

(n) Investments by the Borrower in Mattnick in an aggregate amount not in excess of $20,000,000;

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(o) Investments by Mattnick in the Borrower or any Guarantor in the form of unsecured loans in an aggregate principal amount at no time exceeding $25,000,000 and having a maturity at least ninety-one (91) days after the Maturity Date;

(p) Investments by Mattnick in the Borrower or any Guarantor in the form of loans secured by the Mattnick Mortgages; and

(q) Investments in Post and its subsidiaries pursuant to the Post Spin-Off Documents.

SECTION 6.07. Contingent Obligations. The Borrower will not, nor will it permit any Subsidiary to, make or suffer to exist any Contingent Obligation (including, without limitation, any Contingent Obligation with respect to the obligations of a Subsidiary), except (a) by endorsement of instruments for deposit or collection in the ordinary course of business, (b) the Subsidiary Guaranty, (c) the Ralston Obligations, (d) other Contingent Obligations not to exceed $35,000,000 in the aggregate at any time outstanding, (e) guarantees of the obligations of the Borrower or any Subsidiary under (i) the Existing Credit Agreement as amended on the date hereof, (ii) the Senior Note Agreements, (iii) the 2008 Indenture, (iv) the 2009 Indenture, and (v) the May 2009 Note Purchase Agreement, (vi) other agreements governing the Indebtedness (including, but not limited to, any guarantees) of the Borrower or any Subsidiary permitted to be incurred pursuant to Section 6.02(g), (f) Contingent Obligations of Mattnick consisting of obligations to the Borrower and its Subsidiaries arising out of insurance policies or other contracts of insurance, and (g) the Post Obligations.

SECTION 6.08. Liens. The Borrower will not, nor will it permit any Subsidiary to, create, incur, or suffer to exist any Lien in, of or on the Property of the Borrower or any of its Subsidiaries, except:

(a) Liens for taxes, assessments or governmental charges or levies on its Property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with generally accepted principles of accounting shall have been set aside on its books;

(b) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ liens and other similar liens arising in the ordinary course of business which secure the payment of obligations not more than 60 days past due or which are being contested in good faith by appropriate proceedings and for which adequate reserves shall have been set aside on its books;

(c) Liens arising out of pledges or deposits under worker’s compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation;

(d) Liens arising out of good faith deposits in connection with or to secure performance of statutory obligations, surety and appeal bonds, government contracts, leases otherwise permitted hereunder, performance and return of money bonds and other similar obligations incurred in the ordinary course of business;

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(e) Easements, minor defects or irregularities in title, building restrictions and such other encumbrances or charges against real property, all of which as are of a nature generally existing with respect to Properties of a similar character and which do not in any material way affect (i) the marketability of the same or (ii) interfere with the use thereof in the business of the Borrower or the Subsidiaries;

(f) Liens existing on the date hereof and described in Schedule 6.08 hereto, including extensions, renewals and replacements thereof in whole or in part, so long as the principal amount of the Indebtedness secured thereby at the time of such extension, renewal or replacement is limited to all or any part of the Property (including improvements thereon) securing the Lien so extended, renewed or replaced;

(g) Liens on the Property of a Subsidiary of the Borrower and exclusively securing Indebtedness of such Subsidiary to the Borrower or any Guarantor;

(h) Liens of purchasers or providers of financing under an Accounts Receivable Financing Program in accordance with Section 6.05 herein;

(i) Liens on the capital stock of any Material Foreign Subsidiary and exclusively securing Indebtedness permitted by Section 6.02, so long as such Liens are pari passu or junior to the Liens granted pursuant to Section 5.12 or the Pledge Agreement;

(j) Other Liens securing aggregate principal Indebtedness at no time exceeding (i) $35,000,000 minus (ii) the aggregate amount of proceeds of any Sale and Leaseback Transactions permitted by Section 6.16 and consummated prior to such time;

(k) Liens pursuant to the Mattnick Mortgages securing loans from Mattnick in an aggregate principal amount at no time exceeding $25,000,000; and

(l) Liens on the Property of Post and its subsidiaries that do not become effective before the Distribution Date and which secure Indebtedness of Post and its subsidiaries incurred in connection with the Post Spin-Off.

SECTION 6.09. Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except (a) in the ordinary course of business and pursuant to the reasonable requirements of the Borrower’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction, (b) transactions among the Borrower and Guarantors, (c) in connection with the Accounts Receivable Financing Program, and (d) transactions under the Post Spin-Off Documents.

SECTION 6.10. Subordinated Indebtedness; Other Indebtedness. The Borrower will not, and will not permit any Subsidiary to, make any amendment or modification to the indenture, note or other agreement evidencing or governing any Subordinated Indebtedness, or directly or indirectly voluntarily prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire, any Subordinated Indebtedness.

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SECTION 6.11. Change in Corporate Structure; Fiscal Year. The Borrower shall not, nor shall it permit any Subsidiary to, (a) permit any amendment or modification to be made to its certificate or articles of incorporation (or similar charter document), as the case may be, or by-laws or operating agreement, as the case may be, which is materially adverse to the interests of the Lenders (it being agreed that any such changes required under the Post Spin-Off Documents are not materially adverse to the interests of the Lenders) or (b) change its Fiscal Year to end on any date other than September 30 of each year.

SECTION 6.12. Inconsistent Agreements. The Borrower shall not, nor shall it permit any Subsidiary to, enter into any indenture, agreement, instrument or other arrangement (other than (u) the Existing Credit Agreement as in effect on the date hereof, (v) the Senior Note Agreements, (w) the 2008 Indenture, (x) the May 2009 Note Purchase Agreement, (y) the 2009 Indenture and (z) other agreements governing the Indebtedness (including, but not limited to, any guarantees) of the Borrower or any Subsidiary permitted to be incurred pursuant to Section 6.02(g) so long as the restrictions contained therein are not materially less favorable to the Lenders, taken as a whole, than the restrictions contained in this Agreement) which, (a) directly or indirectly prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence of the Obligations, the granting of Liens to secure the Obligations (other than agreements by the Borrower that it will grant Liens to secure any Swap Agreement to the same extent as, and pari passu with, any Liens granted to secure the Obligations), the provision of the Subsidiary Guaranty, the amending of the Loan Documents or the ability of any Subsidiary (other than a special purpose Subsidiary created for the purpose of entering into the Accounts Receivable Financing Program) to (i) pay dividends or make other distributions on its capital stock, (ii) make loans or advances to the Borrower or (iii) repay loans or advances from the Borrower or (b) contains any provision which would be violated or breached by the making of Loans or by the performance by the Borrower or any Subsidiary of any of its obligations under any Loan Document.

SECTION 6.13. ERISA Compliance.

With respect to any Plan, neither the Borrower nor any Subsidiary shall:

(a) engage in any “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) for which a civil penalty pursuant to Section 502(i) of ERISA or a tax pursuant to Section 4975 of the Code in excess of $10,000,000 could be imposed;

(b) permit the occurrence of any Termination Event which could result in a liability to the Borrower or any other member of the Controlled Group in excess of $10,000,000; or

(c) permit the establishment or amendment of any Plan or fail to comply with the applicable provisions of ERISA and the Code with respect to any Plan which could result in liability to the Borrower or any other member of the Controlled Group which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

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SECTION 6.14. Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare, pay or make, or agree to declare, pay or make, directly or indirectly, any Restricted Payment, except (a) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock, (b) Subsidiaries may make Restricted Payments ratably with respect to their Equity Interests and (c) so long as no Default exists immediately prior to or immediately after giving effect to such Restricted Payment, the Borrower may make other Restricted Payments (including, without limitation, Restricted Payments required under the Post Spin-Off Documents).

SECTION 6.15. Swap Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any Swap Agreement, except (a) Swap Agreements entered into to hedge or mitigate risks to which the Borrower or any Subsidiary has actual exposure (other than those in respect of Equity Interests of the Borrower or any of its Subsidiaries), and (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Subsidiary.

SECTION 6.16. Sale and Leaseback Transactions. The Borrower will not, nor will it permit any Subsidiary to, enter into or suffer to exist any Sale and Leaseback Transaction other than Sale and Leaseback Transactions, the aggregate proceeds of which when added to the amount of Indebtedness secured by Liens permitted under Section 6.08(j), do not exceed $35,000,000.

SECTION 6.17. Financial Covenants. The Borrower on a consolidated basis with its Subsidiaries shall:

(a) Leverage Ratio. As of the end of each Fiscal Quarter, maintain a Leverage Ratio of not more than 3.75:1.00; and

(b) Interest Expense Coverage Ratio. As of the end of each Fiscal Quarter, maintain an Interest Expense Coverage Ratio of not less than 3.00:1.00.

SECTION 6.18. Holding Company. If Holdco becomes the parent of the Borrower, then from and after such date, Holdco shall not engage in any business or activity other than (a) the ownership of all outstanding Equity Interests in the Borrower and the Retained Shares received by Holdco in connection with the Post Spin-Off, (b) maintaining its corporate existence (except as permitted by Section 6.03), (c) participating in tax, accounting and other administrative activities as the parent of a consolidated group of companies, and (d) activities incidental to the businesses or activities described in clauses (a) through (c) of this Section.

ARTICLE VII

Events of Default

If any of the following events (“Events of Default”) shall occur:

(a) Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any other Loan Document, any Loan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be false in any material respect on the date as of which made or deemed made;

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(b) Nonpayment of (i) any principal of any Loan when due, or (ii) any interest upon any Loan or fee or other obligations under any of the Loan Documents within five days after the same becomes due;

(c) The breach by the Borrower of any of the terms or provisions of Section 5.02, Section 5.03(a), Section 5.10, Sections 6.01 through 6.12 and Sections 6.14 through Section 6.17, or the breach by Holdco of any of the terms or provisions of Section 6.18;

(d) The breach by the Borrower (other than a breach which constitutes a Default under clause (a), (b) or (c) of this Article) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice from the Administrative Agent or any Lender;

(e) Failure of the Borrower or any of its Subsidiaries to pay any Material Indebtedness when due; or the default by the Borrower or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement or agreements under which any such Indebtedness was created or is governed, or the occurrence of any other event or existence of any other condition, the effect of any of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the stated maturity thereof;

(f) Holdco, the Borrower or any of its Subsidiaries shall (i) have an order for relief entered with respect to it under the federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this clause (f), (vi) fail to contest in good faith any appointment or proceeding described in clause (g) of this Article or (vii) become unable to pay, not pay, or admit in writing its inability to pay, its debts generally as they become due;

(g) Without the application, approval or consent of Holdco, the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for Holdco, the Borrower or any of its Subsidiaries or any Substantial Portion of its

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Property, or a proceeding described in clause (f)(iv) of this Article shall be instituted against Holdco, the Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of thirty consecutive days;

(h) Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion;

(i) The Borrower or any of its Subsidiaries shall fail within thirty days to pay, bond or otherwise discharge any judgments or orders for the payment of an aggregate amount in excess of $35,000,000, which is not covered by undisputed insurance or stayed on appeal or otherwise being appropriately contested in good faith and as to which no enforcement actions have been commenced;

(j) Any Change in Control shall occur;

(k) Except as otherwise expressly permitted hereby, the Subsidiary Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Subsidiary Guaranty, or any Guarantor shall fail to comply with any of the terms or provisions of the Subsidiary Guaranty, or any Guarantor denies that it has any further liability under the Subsidiary Guaranty, or gives notice to such effect;

(l) Except as otherwise expressly permitted hereby, the Pledge Agreement shall cease to be in full force and effect, or shall cease to give the Pledgee for the benefit of the Secured Creditors, the Liens, rights, powers and privileges purported to be created thereby, or any pledgor shall deny or disaffirm such pledgor’s obligations under the Pledge Agreement or the Liens granted thereunder, or (ii) any pledgor shall default in the due performance or observance of any term, covenant or agreement on its part to be performed or observed pursuant to the Pledge Agreement and such default shall continue beyond the period of grace, if any, specifically applicable thereto pursuant to the terms of the Pledge Agreement;

(m) The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate an amount which could reasonably be expected to have a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan;

(n) The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $35,000,000; or

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(o) Mattnick shall (i) become subject to any conservation, rehabilitation or liquidation order, directive or mandate issued by any Governmental Authority or (ii) become subject to any other directive or mandate issued by any Governmental Authority which could reasonably be expected to have a Material Adverse Effect which, in either case, is not stayed within thirty (30) days.

then, and in every such event (other than an event with respect to the Borrower described in clause (f) or (g) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (f) or (g) of this Article, the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. For purposes hereof, an Event of Default described in subsection (e) above arising out of a breach by the Borrower of any financial covenant restricting any leverage ratio of the Borrower contained in the Senior Note Agreements, the 2008 Indenture, the May 2009 Note Purchase Agreement, the 2009 Indenture, any other agreement governing the Indebtedness of the Borrower or any Subsidiary permitted to be incurred pursuant to Section 6.02(g) or related documentation shall be deemed to be continuing hereunder notwithstanding its waiver, whether accomplished by waiver, amendment or otherwise (a “Waiver”), by the lenders under the Existing Credit Agreement and the holders of the Senior Notes, the Splitco Notes, the May 2009 Senior Notes, the August 2009 Senior Notes, the July 2010 Senior Notes or such other Indebtedness permitted to be incurred pursuant to Section 6.02(g), as applicable, unless (i) the holders of the applicable Indebtedness receive no monetary or other consideration for such Waiver (including any prepayment of such Indebtedness or agreement to prepay such Indebtedness) other than an amendment or waiver fee not exceeding .10% of the aggregate principal amount of the applicable Indebtedness and (ii) the terms of the applicable Indebtedness are not modified in any manner favorable to the holders of the applicable Indebtedness in connection with such Waiver.

ARTICLE VIII

The Administrative Agent

Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto.

The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as

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though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.

The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

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Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder.

The foregoing provisions of this Article VIII shall be applicable mutatis mutandis to the Pledgee.

Without limiting the foregoing, if any collateral under any Pledge Agreement or any Subsidiary is sold, transferred or otherwise disposed of in a transaction permitted hereunder (excluding sales to the Borrower or a Subsidiary thereof) then (a) as and to the extent provided in the Pledge Agreement, such collateral shall be sold free and clear of the Liens created by the Pledge Agreement and (b) in the case of such a sale, transfer or other disposition of a Guarantor (including, without limitation, the sale, transfer or other disposition of Post, LLC in connection with the Post Spin-Off), such Guarantor and its subsidiaries shall be released from the Subsidiary Guaranty and, in each case, the Administrative Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing, provided that with respect to any release of Post, LLC in connection with the Post Spin-Off, Post, LLC shall be substantially concurrently released (or the Administrative Agent shall have received satisfactory evidence of the making of arrangements for Post, LLC to be reasonably promptly released) from all other existing guarantees of senior Indebtedness of the Borrower.

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ARTICLE IX

Miscellaneous

SECTION 9.01. Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(i) if to the Borrower or any Guarantor, to it at Ralcorp Holdings, Inc., 800 Market Street, Suite 2900, St. Louis, Missouri 63101, Attention of Scott Monette, Corporate Vice President, Treasurer and Corporate Development Officer (Telecopy No. (314) 877-7729);

(ii) if to the Administrative Agent or to JPMorgan Chase Bank, N.A. individually, to JPMorgan Chase Bank, N.A., 10 South Dearborn, Floor 7, Chicago, Illinois 60603, Attention of Nida Mischke (Telecopy No. (312) 292-9533);

(iii) if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

SECTION 9.02. Waivers; Amendments. (a) No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender may have had notice or knowledge of such Default at the time.

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(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, without the written consent of each Lender affected thereby, (iv) change Section 2.19(b) or (c) or any other provision hereof in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender or (vi) release all or substantially all of the collateral under the Pledge Agreement(s) or release any Guarantor from its obligations under the Subsidiary Guaranty, except as expressly permitted in this Agreement, including, without limitation, in connection with the sale, transfer or other disposition of a Guarantor or its parent entity permitted under this Agreement, without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent.

SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower shall pay (i) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and all reasonable out of pocket expenses of the Lead Arrangers, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any actual or proposed amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

(b) The Borrower shall indemnify the Administrative Agent, the Pledgee, the Lead Arrangers and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the

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parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any Property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether such claim, litigation or proceeding is brought by the Borrower, any of its Subsidiaries, their equity holders or creditors, a third party or an Indemnitee, or whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

(c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Pledgee under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent such Lender’s ratable share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought by reference to the aggregate outstanding Loans) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such.

(d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof.

(e) All amounts due under this Section shall be payable promptly after written demand therefor.

SECTION 9.04. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) (i)Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:

(A) the Borrower, provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee, provided further that the Borrower shall be deemed to have consented to any assignment under this Section unless it shall object thereto by written notice to the Administrative Agent within fifteen (15) Business Days after having received notice thereof; and

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(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Loan to a Lender, an Affiliate of a Lender or an Approved Fund.

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, or an assignment of the entire Loan, the amount of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000, unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of its Loan;

(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500;

(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its affiliates, the Guarantors and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws;

(E) no such assignment shall be made to Holdings, the Borrower or any of their respective Affiliates or Subsidiaries; and

(F) no such assignment shall be made to a natural person.

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For the purposes of this Section 9.04(b), the term “Approved Fund” has the following meaning:

“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.16, 2.17, 2.18 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of (and stated interest on) the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.07(b), 2.19(d) or 9.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

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(c) (i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.16, 2.17 and 2.18 (subject to the requirements and limitations therein, including the requirements under Section 2.18 (it being understood that the documentation required under Section 2.18(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.19(c) as though it were a Lender.

Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(ii) A Participant shall not be entitled to receive any greater payment under Section 2.16 or 2.18 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless (A) the sale of the participation to such Participant is made with the Borrower’s prior written consent or (B) such entitlement to receive greater payment results from a Change in Law that occurs

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after the Participant acquires the applicable Participation. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.18 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.18(f) as though it were a Lender.

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

SECTION 9.05. Survival. All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid. The provisions of Sections 2.16, 2.17, 2.18 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans or the termination of this Agreement or any provision hereof.

SECTION 9.06. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 9.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

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SECTION 9.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b) The Borrower hereby irrevocably and unconditionally submits, for itself and its Property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower or its Properties in the courts of any jurisdiction.

(c) The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS

64

REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 9.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 9.12. Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent or any Lender on a non-confidential basis from a source other than the Borrower. For the purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent or any Lender on a non-confidential basis prior to disclosure by the Borrower; provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12(a) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

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ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER AND ITS AFFILIATES, AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES) AND ITS SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.

SECTION 9.13. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

SECTION 9.14. USA PATRIOT Act. Each Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”) hereby notifies the Borrower that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Act.

SECTION 9.15. Fiduciary Relationship. Each Lead Arranger, the Administrative Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower and the Guarantors, their stockholders and/or their affiliates. The Borrower and each Guarantor agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and the Borrower or any Guarantor, its stockholders or its affiliates, on the other. The Borrower and each Guarantor acknowledges and agrees that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Borrower and the Guarantors, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower or any Guarantor, its stockholders or its affiliates with respect to the transactions contemplated

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hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower or any Guarantor, its stockholders or its Affiliates on other matters) or any other obligation to the Borrower or any Guarantor except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower or any Guarantor, its management, stockholders, creditors or any other Person. The Borrower and each Guarantor acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower and each Guarantor agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Borrower or Guarantor, respectively, in connection with such transaction or the process leading thereto.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

RALCORP HOLDINGS, INC.

By

Name:

Title:

Signature Page to Credit Agreement

JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent

By

Name:

Title:

Signature Page to Credit Agreement

SUNTRUST BANK

By

Name:

Title:

Signature Page to Credit Agreement

WELLS FARGO BANK, NATIONAL ASSOCIATION

By

Name:

Title:

Signature Page to Credit Agreement

DEUTSCHE BANK AG NEW YORK BRANCH

By

Name:

Title:

Signature Page to Credit Agreement

FARM CREDIT BANK OF TEXAS

By

Name:

Title:

Signature Page to Credit Agreement

PNC BANK, NATIONAL ASSOCIATION

By

Name:

Title:

Signature Page to Credit Agreement

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

By

Name:

Title:

Signature Page to Credit Agreement

COBANK, ACB

By

Name:

Title:

Signature Page to Credit Agreement

AGFIRST FARM CREDIT BANK

By

Name:

Title:

Signature Page to Credit Agreement

U.S. BANK, NATIONAL ASSOCIATION

By

Name:

Title:

Signature Page to Credit Agreement

BANK OF THE WEST

By

Name:

Title:

Signature Page to Credit Agreement

BMO BANK OF MONTREAL

By

Name:

Title:

Signature Page to Credit Agreement

CREDIT SUISSE AG

By

Name:

Title:

Signature Page to Credit Agreement

COMMERCE BANK

By

Name:

Title:

Signature Page to Credit Agreement

GREENSTONE FARM CREDIT SERVICES, ACA/FLCA

By

Name:

Title:

Signature Page to Credit Agreement

Schedule 1.01

PRICING SCHEDULE

APPLICABLE RATE	LEVEL  I STATUS			LEVEL II STATUS			LEVEL III STATUS			LEVEL IV STATUS
Eurodollar Rate		1.25	%		1.50	%		1.75	%		2.00	%
ABR		0.25	%		0.50	%		0.75	%		1.00	%

For the purposes of this Schedule, the following terms have the following meanings, subject to the final paragraph of this Schedule:

“Fitch Rating” means, at any time, the rating issued by Fitch Ratings and then in effect with respect to the Borrower’s senior unsecured long-term debt securities without third-party credit enhancement.

“Level I Status” exists at any date if, on such date, at least two of the following three conditions shall be satisfied: (i) the Borrower’s Fitch Rating is BBB or better, and/or (ii) the Borrower’s Moody’s Rating is Baa2 or better, and/or (iii) the Borrower’s S&P Rating is BBB or better.

“Level II Status” exists at any date if, on such date, (a) the Borrower has not qualified for Level I Status and (b) at least two of the following three conditions shall be satisfied: (i) the Borrower’s Fitch Rating is BBB-, and/or (ii) the Borrower’s Moody’s Rating is Baa3, and/or (iii) the Borrower’s S&P Rating is BBB-.

“Level III Status” exists at any date if, on such date, (a) the Borrower has not qualified for Level I Status or Level II Status and (b) at least two of the following three conditions shall be satisfied: (i) the Borrower’s Fitch Rating is BB+, and/or (ii) the Borrower’s Moody’s Rating is Ba1, and/or (iii) the Borrower’s S&P Rating is BB+.

“Level IV Status” exists at any date if, on such date, the Borrower has not qualified for Level I Status, Level II Status or Level III Status.

“Moody’s Rating” means, at any time, the rating issued by Moody’s Investors Service, Inc. and then in effect with respect to the Borrower’s senior unsecured long-term debt securities without third-party credit enhancement.

“Rating” means a Fitch Rating, Moody’s Rating or S&P Rating.

“S&P Rating” means, at any time, the rating issued by Standard and Poor’s Rating Services and then in effect with respect to the Borrower’s senior unsecured long-term debt securities without third-party credit enhancement.

Schedule 1.01

“Status” means Level I Status, Level II Status, Level III Status or Level IV Status.

The Applicable Rate shall be determined in accordance with the foregoing table based on the Borrower’s Status as determined from its then-current Fitch Rating, Moody’s Rating and S&P Ratings. The Rating in effect on any date for the purposes of this Schedule is that in effect at the close of business on such date. If at any time the Borrower has no Fitch Rating, Moody’s Rating or no S&P Rating, Level IV Status shall exist unless the Required Lenders have approved a replacement rating agency to provide a rating in replacement of the Fitch Rating, Moody’s Rating or S&P Rating, as applicable.

Schedule 1.01

Schedule 2.01

COMMITMENTS

Lender	Total Commitment
JPMorgan Chase Bank, N.A.	$	70,000,000
SunTrust Bank	$	70,000,000
Wells Fargo Bank, N.A.	$	70,000,000
Deutsche Bank AG New York Branch	$	45,000,000
Farm Credit Bank of Texas	$	45,000,000
PNC Bank, National Association	$	35,000,000
The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$	35,000,000
CoBank, ACB	$	35,000,000
AgFirst Farm Credit Bank	$	35,000,000
U.S. Bank, National Association	$	22,500,000
Bank of the West	$	22,500,000
BMO Bank of Montreal	$	22,500,000
Credit Suisse AG	$	22,500,000
Commerce Bank	$	15,000,000
Greenstone Farm Credit Services, ACA/FLCA	$	5,000,000
Total	$	550,000,000

Schedule 2.01

EX-21

Exhibit 21

LIST OF RALCORP HOLDINGS, INC. SUBSIDIARIES

Aiko Acquisition Corporation	Ralcorp Frozen Bakery Products, Inc.
State of Incorporation: Nevada	State of Incorporation: Delaware
Bloomfield Bakers, A California	Ralcorp Receivables Corporation
Limited Partnership	State of Incorporation: Nevada
State of Incorporation: California
Bremner Food Group, Inc.	Ralston Food Sales, Inc.
State of Incorporation: Nevada	State of Incorporation: Nevada
Community Shops, Inc.	RH Financial Corporation
State of Incorporation: Illinois	State of Incorporation: Nevada
Cottage Bakery, Inc.	Ripon Foods, Inc.
State of Incorporation: California	State of Incorporation: Wisconsin
Flavor House Products, Inc.	Sugar Kake Cookie Inc.
State of Incorporation: Delaware	State of Incorporation: Delaware
Heritage Wafers, LLC	The Bun Basket, Inc.
State of Incorporation: Wisconsin	State of Incorporation: Michigan
LH Acquisition, LLC	The Carriage House Companies, Inc.
State of Incorporation: Utah	State of Incorporation: Delaware
Lofthouse Bakery Products, Inc.	Harvest Manor Farms, LLC
State of Incorporation: Nevada	State of Incorporation: Delaware
Lovin Oven, LLC	Western Waffles Corp.
State of Incorporation: California	Organized under the laws of British Columbia, Canada
Maggie Acquisition Corporation	Post Foods, LLC
State of Incorporation: Nevada	State of Incorporation: Delaware
Medallion Foods, Inc.	Post Foods Canada Corp.
State of Incorporation: Arkansas	Organized under the laws of British Columbia, Canada
National Oats Company	RAH Canada Limited Partnership
State of Incorporation: Nevada	Organized under the laws of the Province of Alberta, Canada
Linette Quality Chocolates, Inc.	Mattnick Insurance Company
State of Incorporation: Georgia	State of Incorporation: Missouri
Parco Foods, L.L.C.	BFG Canada Ltd
State of Incorporation: Delaware	Organized under the laws of the
	Province of Ontario, Canada
PL Financial Incorporated
State of Incorporation: Nevada

American Italian Pasta Company	Sara Lee Refrigerated Dough, LLC
State of Incorporation: Delaware	State of Incorporation: Delaware
IAPC Holding B.V. Organized under the laws of the Netherlands	Post Holdings, Inc. State of Incorporation: Missouri
Pasta Lensi, S.r.l.
Organized under the laws of Italy

EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (333-20879, 333-20881, 333-91328, and 333-141669) of Ralcorp Holdings, Inc. of our report dated December 14, 2011 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Saint Louis, Missouri

December 14, 2011

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kevin J. Hunt, certify that:

1. I have reviewed this annual report on Form 10-K of Ralcorp Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 14, 2011	/s/ KEVIN J. HUNT
	Kevin J. Hunt
	Co-Chief Executive Officer and President

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EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David P. Skarie, certify that:

1. I have reviewed this annual report on Form 10-K of Ralcorp Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 14, 2011	/s/ DAVID P. SKARIE
	David P. Skarie
	Co-Chief Executive Officer and President

93

EX-31.3

Exhibit 31.3

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas G. Granneman, certify that:

1. I have reviewed this annual report on Form 10-K of Ralcorp Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 14, 2011	/s/ THOMAS G. GRANNEMAN
	Thomas G. Granneman
	Chief Accounting Officer

94

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Ralcorp Holdings, Inc. (the “Company”) on Form 10-K for the period ending September 30, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Kevin J. Hunt and David P. Skarie, Co-Chief Executive Officers of the Company, and I, Thomas G. Granneman, Controller and Chief Accounting Officer, certify, to the best of our knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ KEVIN J. HUNT	/s/ DAVID P. SKARIE	/s/ THOMAS G. GRANNEMAN
Kevin J. Hunt	David P. Skarie	Thomas G. Granneman
Co-Chief Executive Officer	Co-Chief Executive Officer	Chief Accounting Officer
Ralcorp Holdings, Inc.	Ralcorp Holdings, Inc.	Ralcorp Holdings, Inc.

Date: December 14, 2011

A signed original of this written statement required by Section 906 has been provided to Ralcorp Holdings, Inc. and will be retained by Ralcorp Holdings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

95

XML

Supplemental Balance Sheet Information (Tables)

12 Months Ended

Sep. 30, 2011

Supplemental Balance Sheet Information [Abstract]

Schedule Of Supplemental Balance Sheet Information

		September 30,
		2011			2010
Receivables, net
Trade	$	343.3		$	163.3
Other		69.2			71.2
		412.5			234.5
Allowance for doubtful accounts		(2.1	)		(1.1	)
	$	410.4		$	233.4
Inventories
Raw materials and supplies	$	201.9		$	172.4
Finished products		288.8			252.7
	$	490.7		$	425.1
Accounts and Notes Payable
Trade	$	222.8		$	174.2
Payable to banks		105.0			-
Book cash overdrafts		63.7			71.9
Other items		26.7			33.4
	$	418.2		$	279.5
Other Current Liabilities
Advertising and promotion	$	34.6		$	33.9
Compensation		50.7			53.5
Current portion of long-term debt		30.7			173.2
Derivative liabilities		53.1			2.6
Other items		84.6			84.4
	$	253.7		$	347.6

XML

Business Combinations (Schedule of Purchase Price Allocation) (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2011 American Italian Pasta Company [Member]	Sep. 30, 2010 American Italian Pasta Company [Member]	Sep. 30, 2010 Fiscal Year 2010 [Member]	Sep. 30, 2009 Harvest Manor [Member]
Business Acquisition [Line Items]
Cash		$ 39.4	$ 1.7
Receivables		42.9	11.5	14.2
Inventories		48.1	7.3	20.3
Other current assets		21.0	1.0	0.2
Property	1.5	252.2	55.5	8.1
Goodwill		534.1	54.8	14.8
Other intangible assets		568.2	42.7	16.7
Other assets		1.1
Total assets acquired		1,507.0	174.5	74.3
Accounts payable		(24.1)	(11.5)	(10.4)
Other current liabilities		(29.9)	(1.3)	(4.6)
Deferred income taxes		(238.3)	(16.6)
Other liabilities		(4.9)	(1.3)	(0.1)
Total liabilities assumed		(297.2)	(30.7)	(15.1)
Net assets acquired		$ 1,209.8	$ 143.8	$ 59.2

XML

Condensed Financial Statements Of Guarantors (Tables)

12 Months Ended

Sep. 30, 2011

Sep. 30, 2010

Sep. 30, 2009

Condensed Financial Statements Of Guarantors [Abstract]

Condensed Consolidating Statements Of Earnings

				Year Ended September 30, 2011
		Parent			Guarantor Non-Guarantor
		Company Subsidiaries						Subsidiaries Eliminations Consolidated
Net Sales	$	529.3			$	4,000.9		$	361.9		$	(151.1	)	$	4,741.0
Other intercompany revenues		1.8				11.0			65.7			(78.5	)		-
Cost of goods sold		(420.4	)			(2,917.3	)		(311.6	)		151.1			(3,498.2	)
Gross Profit		110.7				1,094.6			116.0			(78.5	)		1,242.8
Selling, general and administrative expenses		(134.4	)			(495.0	)		(67.5	)		78.5			(618.4	)
Amortization of intangible assets		(10.7	)			(61.4	)		(6.1	)		-			(78.2	)
Impairment of intangible assets		-				(503.5	)		-			-			(503.5	)
Other operating expenses, net		(3.6	)			(6.4	)		(2.9	)		-			(12.9	)
Operating (Loss) Profit		(38.0	)			28.3			39.5			-			29.8
Interest (expense) income, net		(136.8	)			.6			2.2			-			(134.0	)
(Loss) Earnings before Income Taxes andEquity Earnings		(174.8	)			28.9			41.7			-			(104.2	)
Income taxes		83.1				(149.6	)		(16.5	)		-			(83.0	)
(Loss) Earnings before Equity Earnings		(91.7	)			(120.7	)		25.2			-			(187.2	)
Equity in (loss) earnings of subsidiaries		(95.5	)			1.5			-			94.0			-
Net (Loss) Earnings	$	(187.2	)		$	(119.2	)	$	25.2		$	94.0		$	(187.2	)
						Year Ended September 30, 2010
		Parent			Guarantor Non-Guarantor
Company Subsidiaries								Subsidiaries			Eliminations			Consolidated
Net Sales	$	516.3		$	3,432.3			$	217.1		$	(117.2	)	$	4,048.5
Other intercompany revenues		1.8				5.9			60.8			(68.5	)		-
Cost of goods sold		(386.6	)		(2,502.2		)		(200.0	)		117.2			(2,971.6	)
Gross Profit		131.5				936.0			77.9			(68.5	)		1,076.9
Selling, general and administrative expenses		(139.2	)			(391.7	)		(65.7	)		68.5			(528.1	)
Amortization of intangible assets		(6.3	)			(38.9	)		(4.1	)		-			(49.3	)
Impairment of intangible assets		-				(39.9	)		-			-			(39.9	)
Other operating expenses, net		(23.7	)			(13.6	)		(.4	)		-			(37.7	)
Operating Profit		(37.7	)			451.9			7.7			-			421.9
Interest (expense) income, net		(110.4	)			.2			2.4			-			(107.8	)
Earnings before Income Taxes and Equity Earnings		(148.1	)			452.1			10.1			-			314.1
Income taxes		32.7				(133.7	)		(4.3	)		-			(105.3	)
Earnings before Equity Earnings		(115.4	)			318.4			5.8			-			208.8
Equity in earnings of subsidiaries		324.2				(10.2	)		-			(314.0	)		-
Net Earnings	$	208.8			$	308.2		$	5.8		$	(314.0	)	$	208.8

					Year Ended September 30, 2009
		Parent			Guarantor Non-Guarantor
		Company Subsidiaries					Subsidiaries			Eliminations				Consolidated
Net Sales	$	544.5		$	3,275.2		$	181.4		$	(109.2	)	$	3,891.9
Other intercompany revenues		1.9			6.0			32.9			(40.8	)		-
Cost of goods sold		(409.5	)		(2,384.1	)		(149.7	)		109.2			(2,834.1	)
Gross Profit		136.9			897.1			64.6			(40.8	)		1,057.8
Selling, general and administrative expenses		(152.6	)		(408.3	)		(44.2	)		40.8			(564.3	)
Amortization of intangible assets		(5.6	)		(35.1	)		(1.6	)		-			(42.3	)
Other operating expenses, net		(.6	)		(2.0	)		(.3	)		-			(2.9	)
Operating Profit		(21.9	)		451.7			18.5			-			448.3
Interest (expense) income, net		(101.7	)		(1.2	)		3.9			-			(99.0	)
Gain on forward sale contracts		-			17.6			-			-			17.6
Gain on sale of securities		-			70.6			-			-			70.6
Earnings before Income Taxes and Equity Earnings		(123.6	)		538.7			22.4			-			437.5
Income taxes		15.3			(167.8	)		(4.4	)		-			(156.9	)
Earnings before Equity Earnings		(108.3	)		370.9			18.0			-			280.6
Equity in earnings of subsidiaries		398.7			2.6			-			(401.3	)		-
Equity in earnings of Vail Resorts, Inc.,
net of related deferred income taxes		-			9.8			-			-			9.8
Net Earnings	$	290.4		$	383.3		$	18.0		$	(401.3	)	$	290.4

Condensed Consolidating Balance Sheets

							September 30, 2011
		Parent			Guarantor Non-Guarantor
		Company			Subsidiaries		Subsidiaries Eliminations Consolidated
Assets
Current Assets
Cash and cash equivalents	$	2.5		$	-		$	50.8		$	(3.3	)	$	50.0
Marketable securities		8.2			-			-			-			8.2
Receivables, net		57.5			70.0			284.7			(1.8	)		410.4
Inventories		65.2			395.3			30.2			-			490.7
Deferred income taxes		14.4			4.8			.4			-			19.6
Prepaid expenses and other current assets		3.4			10.3			2.1			-			15.8
Total Current Assets		151.2			480.4			368.2			(5.1	)		994.7
Intercompany Notes and Interest		-			88.8			130.7			(219.5	)		-
Investment in Subsidiaries		4,921.9			267.7			-			(5,189.6	)		-
Property		252.5			1,488.8			228.1			-			1,969.4
Accumulated Depreciation		(177.1	)		(541.9	)		(55.1	)		-			(774.1	)
Goodwill		-			2,491.0			99.1			-			2,590.1
Other Intangible Assets		66.3			1,639.2			70.7			-			1,776.2
Accumulated Amortization		(40.8	)		(203.2	)		(15.7	)		-			(259.7	)
Other Assets		11.5			24.9			.2			-			36.6
Total Assets	$	5,185.5		$	5,735.7		$	826.2		$	(5,414.2	)	$	6,333.2
Liabilities andShareholders' Equity
Current Liabilities
Accounts and notes payable	$	74.7		$	201.8		$	146.8		$	(5.1	)	$	418.2
Other current liabilities		150.9			84.5			18.3			-			253.7
Total Current Liabilities		225.6			286.3			165.1			(5.1	)		671.9
Intercompany Notes and Interest		115.6			15.1			88.8			(219.5	)		-
Long-termDebt		2,172.5			-			-			-			2,172.5
Deferred Income Taxes		(141.0	)		765.5			11.1			-			635.6
Other Liabilities		193.6			3.2			37.2			-			234.0
Total Liabilities		2,566.3			1,070.1			302.2			(224.6	)		3,714.0
Shareholders' Equity
Common stock		.6			-			-			-			.6
Other shareholders' equity		2,618.6			4,665.6			524.0			(5,189.6	)		2,618.6
Total Shareholders' Equity		2,619.2			4,665.6			524.0			(5,189.6	)		2,619.2
Total Liabilities and Shareholders' Equity	$	5,185.5		$	5,735.7		$	826.2		$	(5,414.2	)	$	6,333.2

							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		5,342.7			347.2			-			(5,689.9	)		-
Property		239.4			1,392.9			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	$	5,770.0		$	6,343.2		$	683.3		$	(5,991.6	)	$	6,804.9
Liabilities andShareholders' 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-termDebt		2,464.9			-			-			-			2,464.9
Deferred Income Taxes		(81.0	)		753.2			12.9			-			685.1
Other Liabilities		160.7			7.8			30.1			-			198.6
Total Liabilities		2,940.8			1,039.2			117.4			(121.7	)		3,975.7
Shareholders' Equity
Common stock		.6			-			-			-			.6
Other shareholders' equity		2,828.6			5,304.0			565.9			(5,869.9	)		2,828.6
Total Shareholders' Equity		2,829.2			5,304.0			565.9			(5,869.9	)		2,829.2
Total Liabilities and Shareholders' Equity	$	5,770.0		$	6,343.2		$	683.3		$	(5,991.6	)	$	6,804.9

Condensed Consolidating Statements Of Cash Flows

Condensed Consolidating Statements of Cash Flows
					Year Ended September 30, 2011
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net Cash Provided by Operating Activities	$	65.0		$	532.0		$	(88.0	)	$	(3.3	)	$	505.7
Cash Flows from Investing Activities
Business acquisitions, net of cash acquired		-			-			-			-			-
Additions to property and intangible assets		(19.9	)		(114.5	)		(6.7	)		-			(141.1	)
Proceeds from sale of property		-			.5			-			-			.5
Purchases of securities		(21.6	)		-			-			-			(21.6	)
Proceeds from sale or maturity of securities		23.4			-			-			-			23.4
Intercompany investments and advances		401.5			(415.3	)		13.8			-			-
Net Cash Provided (Used) by Investing Activities		383.4			(529.3	)		7.1			-			(138.8	)
Cash Flows from Financing Activities
Proceeds from issuance of long-term debt		-			-			-			-			-
Repayments of long-termdebt		(49.7	)		-			-			-			(49.7	)
Net borrowings under credit arrangements		(403.5	)		-			105.0			-			(298.5	)
Purchase of treasury stock		(1.5	)		-			-			-			(1.5	)
Proceeds and tax benefits from exercise of stock awards		13.5			-			-			-			13.5
Changes in book cash overdrafts		(5.3	)		(2.9	)		-			-			(8.2	)
Other, net		-			(.1	)		-			-			(.1	)
Net Cash (Used) Provided by Financing Activities		(446.5	)		(3.0	)		105.0			-			(344.5	)
Effect of Exchange Rate Changes on Cash		-			-			(1.7	)		-			(1.7	)
Net Increase (Decrease) in Cash and Cash Equivalents		1.9			(.3	)		22.4			(3.3	)		20.7
Cash and Cash Equivalents, Beginning of Period		.6			.3			28.4			-			29.3
Cash and Cash Equivalents, Endof Period	$	2.5		$	-		$	50.8		$	(3.3	)	$	50.0

					Year Ended September 30, 2010
		Parent			Guarantor Non-Guarantor
		Company			Subsidiaries Subsidiaries Consolidated
Net Cash Provided by Operating Activities	$	200.4		$	78.0		$	23.5		$	301.9
Cash Flows from Investing Activities
Business acquisitions, net of cash acquired		(178.4	)		(1,140.7	)		7.1			(1,312.0	)
Additions to property and intangible assets		(23.8	)		(91.1	)		(14.0	)		(128.9	)
Proceeds from sale of property		-			.4			.1			.5
Purchases of securities		(22.8	)		-			-			(22.8	)
Proceeds from sale or maturity of securities		24.8			-			-			24.8
Intercompany investments and advances		(1,129.9	)		1,138.8			(8.9	)		-
Net Cash Used by Investing Activities		(1,330.1	)		(92.6	)		(15.7	)		(1,438.4	)
Cash Flows from Financing Activities
Proceeds from issuance of long-term debt		653.2			-			-			653.2
Repayments of long-term debt		(95.3	)		-			-			(95.3	)
Net borrowings under credit arrangements		423.4			-			-			423.4
Purchase of treasury stock		(115.5	)		-			-			(115.5	)
Proceeds and taxbenefits from exercise of stock awards		9.4			-			-			9.4
Changes in book cash overdrafts		(8.4	)		14.9			-			6.5
Other, net		-			(.2	)		-			(.2	)
Net Cash Provided by Financing Activities		866.8			14.7			-			881.5
Effect of exchange rate changes on cash		-			-			1.5			1.5
Net (Decrease) Increase in Cash andCash Equivalents		(262.9	)		.1			9.3			(253.5	)
Cash and Cash Equivalents, Beginning of Period		263.5			.2			19.1			282.8
Cash and Cash Equivalents, Endof Period	$	.6		$	.3		$	28.4		$	29.3

				Year Ended September 30, 2009
		Parent		Guarantor Non-Guarantor
		Company Subsidiaries Subsidiaries Consolidated
Net Cash (Used) Provided by Operating Activities	$	(148.3	)	$	458.7		$	16.3		$	326.7
Cash Flows from Investing Activities
Business acquisitions, net of cash acquired		4.2			(59.2	)		-			(55.0	)
Additions to property and intangible assets		(33.2	)		(71.5	)		(10.3	)		(115.0	)
Proceeds from sale of property		-			.1			-			.1
Purchase of securities		(16.2	)		-			-			(16.2	)
Proceeds from sale or maturity of securities		13.5			82.4			-			95.9
Intercompany investments and advances		411.7			(416.2	)		4.5			-
Net Cash Provided (Used) by Investing Activities		380.0			(464.4	)		(5.8	)		(90.2	)
Cash Flows from Financing Activities
Proceeds from issuance of long-term debt		400.0			-			-			400.0
Repayment of long-term debt		(389.7	)		-			-			(389.7	)
Net repayments under credit arrangements		(22.1	)		-			-			(22.1	)
Proceeds and taxbenefits from exercise of stock awards		15.2			-			-			15.2
Change in book cash overdrafts		23.4			5.3			(.9	)		27.8
Other, net		(1.0	)		(.3	)		-			(1.3	)
Net Cash Provided (Used) by Financing Activities		25.8			5.0			(.9	)		29.9
Effect of exchange rate changes on cash		-			-			2.3			2.3
Net Increase (Decrease) in Cash and Cash Equivalents		257.5			(.7	)		11.9			268.7
Cash and Cash Equivalents, Beginning of Year		6.0			.9			7.2			14.1
Cash and Cash Equivalents, End of Year	$	263.5		$	.2		$	19.1		$	282.8

XML

Allowance For Doubtful Accounts (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2009
Allowance For Doubtful Accounts [Abstract]
Balance, beginning of year	$ 1.1	$ 2.0	$ 0.4
Provision charged to expense		(0.9)	2.1
Write-offs, less recoveries	(0.1)	(0.3)	0.1
Transfers to/from Ralcorp Receivables Corporation	1.1	0.3	(0.6)
Balance, end of year	$ 2.1	$ 1.1	$ 2.0

XML

Business Combinations (Provisional Purchase Price Allocation and Adjustments During The Period) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 30, 2011		Sep. 30, 2010		Sep. 30, 2009
Business Acquisition [Line Items]
Cash	$ 20.7		$ (253.5)		$ 268.7
Receivables	34.6		47.7		(9.2)
Inventories	66.6		2.8		9.8
Acquisition Date Amounts [Member]
Business Acquisition [Line Items]
Cash			41.1	[1]
Receivables			53.7	[1],[2]
Inventories			55.6	[1],[3]
Other current assets			22.2	[1],[2]
Property			306.1	[1],[4]
Goodwill			577.4	[1]
Other intangible assets			612.9	[1],[3]
Other assets			0.6	[1],[2]
Total assets acquired			1,669.6	[1]
Accounts payable			(35.6)	[1]
Other current liabilities			(31.1)	[1],[2]
Deferred income taxes			(243.1)	[1],[5]
Other liabilities			(6.2)	[1]
Total liabilities assumed			(316.0)	[1]
Net assets acquired			1,353.6	[1]
Adjustments During Period [Member]
Business Acquisition [Line Items]
Receivables	0.7	[2]
Inventories	(0.2)	[3]
Other current assets	(0.2)	[2]
Property	1.6	[4]
Goodwill	11.5
Other intangible assets	(2.0)	[3]
Other assets	0.5	[2]
Total assets acquired	11.9
Other current liabilities	(0.1)	[2]
Deferred income taxes	(11.8)	[5]
Total liabilities assumed	(11.9)
Acquisition Date Amounts As Adjusted [Member]
Business Acquisition [Line Items]
Cash	41.1
Receivables	54.4	[2]
Inventories	55.4	[3]
Other current assets	22.0	[2]
Property	307.7	[4]
Goodwill	588.9
Other intangible assets	610.9	[3]
Other assets	1.1	[2]
Total assets acquired	1,681.5
Accounts payable	(35.6)
Other current liabilities	(31.2)	[2]
Deferred income taxes	(254.9)	[5]
Other liabilities	(6.2)
Total liabilities assumed	(327.9)
Net assets acquired	1,353.6
American Italian Pasta Company [Member]
Business Acquisition [Line Items]
Cash			39.4
Receivables			42.9
Inventories			48.1
Other current assets			21.0
Property	1.5		252.2
Goodwill			534.1
Other intangible assets			568.2
Other assets			1.1
Total assets acquired			1,507.0
Accounts payable			(24.1)
Other current liabilities			(29.9)
Deferred income taxes			(238.3)
Other liabilities			(4.9)
Total liabilities assumed			(297.2)
Net assets acquired			1,209.8
Sepps Gourmet Foods Ltd [Member]
Business Acquisition [Line Items]
Property	$ 0.1

[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" reflect 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.

[5] The adjustment to "Deferred income taxes" was the result of revised estimates of the estimated AIPC blended state tax rate and the amount of certain temporary income tax differences as of the acquisition date.

XML

Long-Term Debt (Long-Term Debt) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended			0 Months Ended			0 Months Ended			0 Months Ended			0 Months Ended			0 Months Ended										0 Months Ended												0 Months Ended			0 Months Ended				3 Months Ended				3 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Aug. 12, 2011	Dec. 22, 2003 Fixed Rate Senior Notes, Series B [Member]	Sep. 30, 2011 Fixed Rate Senior Notes, Series B [Member]	Sep. 30, 2010 Fixed Rate Senior Notes, Series B [Member]	Dec. 22, 2003 Fixed Rate Senior Notes, Series C [Member]	Sep. 30, 2011 Fixed Rate Senior Notes, Series C [Member]	Sep. 30, 2010 Fixed Rate Senior Notes, Series C [Member]	Dec. 22, 2003 Fixed Rate Senior Notes, Series D [Member]	Sep. 30, 2011 Fixed Rate Senior Notes, Series D [Member]	Sep. 30, 2010 Fixed Rate Senior Notes, Series D [Member]	Dec. 21, 2005 Fixed Rate Senior Notes, Series E [Member]	Sep. 30, 2011 Fixed Rate Senior Notes, Series E [Member]	Sep. 30, 2010 Fixed Rate Senior Notes, Series E [Member]	Dec. 21, 2005 Fixed Rate Senior Notes, Series F [Member]	Sep. 30, 2011 Fixed Rate Senior Notes, Series F [Member]	Sep. 30, 2010 Fixed Rate Senior Notes, Series F [Member]	Sep. 30, 2011 Fixed Rate Senior Notes, Series I-1 [Member]	Jun. 30, 2011 Fixed Rate Senior Notes, Series I-1 [Member]	Sep. 30, 2010 Fixed Rate Senior Notes, Series I-1 [Member]	Jan. 18, 2007 Fixed Rate Senior Notes, Series I-1 [Member]	Sep. 30, 2011 Fixed Rate Senior Notes, Series I-2 [Member]	Sep. 30, 2010 Fixed Rate Senior Notes, Series I-2 [Member]	Jan. 18, 2007 Fixed Rate Senior Notes, Series I-2 [Member]	May 11, 2007 Fixed Rate Senior Notes, Series J [Member]	Sep. 30, 2011 Fixed Rate Senior Notes, Series J [Member]	Sep. 30, 2010 Fixed Rate Senior Notes, Series J [Member]	Sep. 30, 2011 Fixed Rate Senior Notes Maturing 2018 [Member]	Sep. 30, 2010 Fixed Rate Senior Notes Maturing 2018 [Member]	Apr. 04, 2008 Fixed Rate Senior Notes Maturing 2018 [Member]	Sep. 30, 2011 Floating Rate Senior Notes Maturing 2018 [Member]	Sep. 30, 2010 Floating Rate Senior Notes Maturing 2018 [Member]	Apr. 04, 2008 Floating Rate Senior Notes Maturing 2018 [Member]	Sep. 30, 2011 Fixed Rate Senior Notes Maturing 2020 [Member]	Sep. 30, 2010 Fixed Rate Senior Notes Maturing 2020 [Member]	Apr. 04, 2008 Fixed Rate Senior Notes Maturing 2020 [Member]	Jul. 26, 2010 4.95% Senior Notes Maturing 2020 [Member]	Sep. 30, 2011 4.95% Senior Notes Maturing 2020 [Member]	Sep. 30, 2010 4.95% Senior Notes Maturing 2020 [Member]	Jul. 26, 2010 Fixed Rate Senior Notes maturing 2039 [Member]	Aug. 14, 2009 Fixed Rate Senior Notes maturing 2039 [Member]	Sep. 30, 2011 Fixed Rate Senior Notes maturing 2039 [Member]	Sep. 30, 2010 Fixed Rate Senior Notes maturing 2039 [Member]	Dec. 31, 2010 Fixed Rate Senior Notes, Series 2009A [Member]	Sep. 30, 2011 Fixed Rate Senior Notes, Series 2009A [Member]	Sep. 30, 2010 Fixed Rate Senior Notes, Series 2009A [Member]	May 28, 2009 Fixed Rate Senior Notes, Series 2009A [Member]	Dec. 31, 2010 Fixed Rate Senior Notes, Series 2009B [Member]	Sep. 30, 2011 Fixed Rate Senior Notes, Series 2009B [Member]	Sep. 30, 2010 Fixed Rate Senior Notes, Series 2009B [Member]	May 28, 2009 Fixed Rate Senior Notes, Series 2009B [Member]	Sep. 30, 2011 2008 Revolving Credit Agreement [Member]	Sep. 30, 2010 2008 Revolving Credit Agreement [Member]	Sep. 30, 2011 2010 Revolving Credit Agreement [Member]	Sep. 30, 2010 2010 Revolving Credit Agreement [Member]	Jul. 27, 2010 2010 Revolving Credit Agreement [Member]	Sep. 30, 2011 2010 Term Loan [Member]	Sep. 30, 2010 2010 Term Loan [Member]	Sep. 30, 2010 Other [Member]
Debt Instrument [Line Items]
Senior Notes	$ 750.0			$ 145.0		$ 29.0	$ 50.0	$ 50.0	$ 50.0	$ 75.0	$ 32.1	$ 42.9	$ 100.0	$ 100.0	$ 100.0	$ 75.0	$ 75.0	$ 75.0	$ 75.0		$ 75.0	$ 75.0	$ 25.0	$ 25.0	$ 25.0	$ 100.0	$ 100.0	$ 100.0	$ 577.5	$ 577.5	$ 577.5	$ 20.0	$ 20.0	$ 20.0	$ 67.0	$ 67.0	$ 67.0	$ 300.0	$ 300.0	$ 300.0	$ 450.0	$ 300.0	$ 450.0	$ 450.0		$ 50.0	$ 50.0	$ 50.0		$ 50.0	$ 50.0	$ 50.0
Revolving Credit Agreement																																																						123.4	19.9	300.0
Term Loan																																																									200.0	190.0	200.0
Other																																																												0.1
Long-Term Debt, Total	2,181.5	2,634.9
Plus: Unamortized premium (discount), net	(3.1)	(3.2)
Plus: Unamortized adjustment related to interest rate fair value hedge	(18.6)		18.8
Less: Current Portion	(30.7)	(173.2)
Long-Term Debt, Noncurrent	$ 2,172.5	$ 2,464.9
Senior notes maturity date				December 2010			December 2013			December 2013			2015			2012										2022												2020			2039	2039			2009				2009
Debt instrument interest rate					0.00%	4.24%		5.43%	5.43%		4.76%	4.76%		5.57%	5.57%		5.43%	5.43%		5.56%	5.56%		5.58%	5.58%			5.93%	5.93%	7.29%	7.29%		2.80%	2.98%		7.39%	7.39%			4.95%	4.95%			6.63%	6.63%		7.45%	7.45%			7.60%	7.60%		0.00%	1.30%	2.62%	2.81%		2.75%	2.81%
Debt instrument rate varying	n/a	Various

XML

Segment Information (Tables)

12 Months Ended

Sep. 30, 2011

Segment Information [Abstract]

Operating Segments

		2011			2010			2009
Net sales
Branded Cereal Products	$	953.8		$	987.5		$	1,070.6
Other Cereal Products		838.5			799.7			803.3
Snacks, Sauces & Spreads		1,602.7			1,461.6			1,323.2
Frozen Bakery Products		768.6			698.3			694.8
Pasta		577.4			101.4			-
Total	$	4,741.0		$	4,048.5		$	3,891.9
Segment operating profit
Branded Cereal Products	$	206.0		$	220.6		$	250.6
Other Cereal Products		86.3			90.3			92.0
Snacks, Sauces & Spreads		135.5			152.6			117.6
Frozen Bakery Products		88.0			80.8			69.1
Pasta		126.1			21.6			-
Total segment operating profit		641.9			565.9			529.3
Interest expense, net		(134.0	)		(107.8	)		(99.0	)
Adjustments for economic hedges		(28.9	)		-			-
Post separation costs		(2.8	)		-			-
Merger and integration costs		(2.5	)		(33.1	)		(32.0	)
Accelerated amortization of intangible assets		(5.0	)		-			-
Impairment of intangible assets		(503.5	)		(39.9	)		-
Provision for legal settlement		(2.5	)		(7.5	)		-
Amounts related to plant closures		(4.1	)		(2.5	)		(.5	)
Gain on forward sale contracts		-			-			17.6
Gain on sale of securities		-			-			70.6
Stock-based compensation expense		(16.4	)		(17.9	)		(13.4	)
Systems upgrade and conversion costs		(7.7	)		(9.6	)		(.5	)
Other unallocated corporate expenses		(38.7	)		(33.5	)		(34.6	)
(Loss) earnings before income taxes and equity earnings	$	(104.2	)	$	314.1		$	437.5
Additions to property and intangibles
Branded Cereal Products	$	14.7		$	24.3		$	36.8
Other Cereal Products		14.5			15.6			13.8
Snacks, Sauces & Spreads		58.7			50.9			29.6
Frozen Bakery Products		21.3			23.7			12.3
Pasta		20.9			2.8			-
Corporate		11.0			11.6			22.5
Total	$	141.1		$	128.9		$	115.0
Depreciation and amortization
Branded Cereal Products	$	58.7		$	55.4		$	50.6
Other Cereal Products		21.2			21.3			20.7
Snacks, Sauces & Spreads		41.0			36.2			31.1
Frozen Bakery Products		39.4			36.7			35.4
Pasta		52.2			8.7			-
Corporate		14.0			8.5			6.9
Total	$	226.5		$	166.8		$	144.7
Assets, end of year
Branded Cereal Products	$	2,670.6		$	3,271.3		$	3,351.7
Other Cereal Products		263.4			268.7			269.5
Snacks, Sauces & Spreads		799.0			760.0			604.0
Frozen Bakery Products		712.9			743.4			723.9
Pasta		1,463.0			1,456.6			-
Total segment assets		5,908.9			6,500.0			4,949.1
Cash & Cash Equivalents		50.0			29.3			282.8
Investment in Ralcorp Receivables Corporation		-			137.8			134.4
Other unallocated corporate assets		374.3			137.8			85.9
Total	$	6,333.2		$	6,804.9		$	5,452.2

XML

Business Combinations (Tables)

12 Months Ended

Sep. 30, 2011

Business Combinations [Abstract]

Schedule of Purchase Price Allocation

		Fiscal 2010						Fiscal 2009
								Harvest
		AIPC			Other			Manor
Cash	$	39.4		$	1.7		$	-
Receivables		42.9			11.5			14.2
Inventories		48.1			7.3			20.3
Other current assets		21.0			1.0			.2
Property		252.2			55.5			8.1
Goodwill		534.1			54.8			14.8
Other intangible assets		568.2			42.7			16.7
Other assets		1.1			-			-
Total assets acquired		1,507.0			174.5			74.3
Accounts payable		(24.1	)		(11.5	)		(10.4	)
Other current liabilities		(29.9	)		(1.3	)		(4.6	)
Deferred income taxes		(238.3	)		(16.6	)		-
Other liabilities		(4.9	)		(1.3	)		(.1	)
Total liabilities assumed		(297.2	)		(30.7	)		(15.1	)
Net assets acquired	$	1,209.8		$	143.8		$	59.2

Provisional Purchase Price Allocation and Adjustments During The Period

		Acquisition			Adjustments			Acquisition
		Date Amounts			During the			Date Amounts
		Recognized as of			Year Ended			Recognized
		September 30, 2010 (a)			September 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			11.5			588.9
Other intangible assets (c)		612.9			(2.0	)		610.9
Other assets (b)		.6			.5			1.1
Total assets acquired		1,669.6			11.9			1,681.5
Accounts payable		(35.6	)		-			(35.6	)
Other current liabilities (b)		(31.1	)		(.1	)		(31.2	)
Deferred income taxes (e)		(243.1	)		(11.8	)		(254.9	)
Other liabilities		(6.2	)		-			(6.2	)
Total liabilities assumed		(316.0	)		(11.9	)		(327.9	)
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" reflect 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.
(e)	The adjustment to "Deferred income taxes" was the result of revised estimates of the estimated AIPC blended state tax rate and the amount of certain temporary income tax differences as of the acquisition date.

Merger And Integration Costs

		2011		2010		2009
Cost of goods sold	$	-	$	5.2	$	2.5
Selling, general and administrative expenses		.6		6.4		29.5
Other operating expenses, net		1.9		21.5		-
	$	2.5	$	33.1	$	32.0

Supplemental Pro Forma Information

		2011			2010		2009
Net sales	$	4,741.0		$	4,594.4	$	4,714.9
Net (loss) earnings		(186.2	)		242.2		335.6
Basic (loss) earnings per share		(3.39	)		4.40		5.96
Diluted (loss) earnings per share		(3.39	)		4.34		5.88

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Commitments And Contingencies (Details) (USD $)	1 Months Ended	3 Months Ended	12 Months Ended
	Jan. 31, 2011	Dec. 31, 2010	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2009
Commitments And Contingencies [Abstract]
Payments of contractual and other claims	$ 5,000,000
Early estimates of the settlement and obligation amount	5,000,000			7,500,000
Provision for potential settlements of claims		2,500,000
Expected liability relating to lawsuits			10,000,000
Future minimum rental payments under noncancelable operating leases, fiscal 2012			15,900,000
Future minimum rental payments under noncancelable operating leases, fiscal 2013			11,800,000
Future minimum rental payments under noncancelable operating leases, fiscal 2014			11,100,000
Future minimum rental payments under noncancelable operating leases, fiscal 2015			9,600,000
Future minimum rental payments under noncancelable operating leases, fiscal 2016			9,100,000
Future minimum rental payments under noncancelable operating leases, thereafter			29,200,000
Operating leases, rent expense			23,200,000	21,900,000	18,900,000
Sublease income			0	100,000	100,000
Purchase under container supply agreement			32,500,000	22,600,000	26,300,000
Cumulative number of containers purchased under container supply agreement			1,072,000,000
Remaining minimum additional containers required to be purchased			348,000,000
Minimum future payment under container obligation			$ 1,500,000

XML

Derivative Financial Instruments And Hedging (Balance Sheet Location Of Derivative Instruments In Fair Value) (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2011	Sep. 30, 2010
Derivatives, Fair Value [Line Items]
Liability derivatives, fair value total	$ 53.1	$ 2.6
Assets derivatives, fair value total	0.3	16.7
Prepaid Expenses And Other Current Assets [Member]
Derivatives, Fair Value [Line Items]
Foreign exchange contracts		0.9
Commodity contracts	0.3	15.8
Commodity Contracts [Member] | Other Current Liabilities [Member]
Derivatives, Fair Value [Line Items]
Liability derivatives, fair value	49.0	2.6
Foreign Exchange Contracts [Member] | Other Current Liabilities [Member]
Derivatives, Fair Value [Line Items]
Liability derivatives, fair value	$ 4.1

XML

Stock-Based Compensation Plans (Stock Appreciation Rights Activity) (Details) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Sep. 30, 2011 years
Stock-Settled Stock Appreciation Rights [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding at September 30, 2010	2,737,553
Weighted Average Exercise Price Per Share, Outstanding beginning balance	$ 55.58
Stock Appreciation Rights, Granted	35,000
Weighted Average Exercise Price Per Share, Granted	$ 62.41
Stock Appreciation Rights, Exercised	(128,206)
Weighted Average Exercise Price, Exercised	$ 51.85
Stock Appreciation Rights, Forfeited	(53,001)
Weighted Average Exercise Price Per Share, Forfeited	$ 59.85
Outstanding at September 30, 2011	2,591,346
Weighted Average Exercise Price Per Share, Outstanding ending balance	$ 55.77
Weighted Average Remaining Contractual Term, Outstanding, years	7.0
Aggregate Intrinsic Value, Outstanding	$ 54.3
Stock Appreciation Rights, Vested and expected to vest	2,559,441
Weighted Average Exercise Price Per Share, Vested and expected to vest	$ 55.72
Weighted Average Remaining Contractual Term, Vested and expected to vest, years	7.0
Aggregate Intrinsic Value, Vested and expected to vest	53.7
Shares Under Option, Exercisable	1,172,833
Weighted Average Exercise Price Per Share, Exercisable	$ 51.81
Weighted Average Remaining Contractual Term, Exercisable	5.5
Aggregate Intrinsic Value, Exercisable	29.2
Cash-Settled Stock Appreciation Rights [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding at September 30, 2010	51,000
Weighted Average Exercise Price Per Share, Outstanding beginning balance	$ 57.45
Stock Appreciation Rights, Exercised	(1,500)
Weighted Average Exercise Price, Exercised	$ 57.45
Stock Appreciation Rights, Forfeited	(2,000)
Weighted Average Exercise Price Per Share, Forfeited	$ 57.45
Outstanding at September 30, 2011	47,500
Weighted Average Exercise Price Per Share, Outstanding ending balance	$ 57.45
Weighted Average Remaining Contractual Term, Outstanding, years	8.6
Aggregate Intrinsic Value, Outstanding	914.9
Stock Appreciation Rights, Vested and expected to vest	44,965
Weighted Average Exercise Price Per Share, Vested and expected to vest	$ 57.45
Weighted Average Remaining Contractual Term, Vested and expected to vest, years	8.6
Aggregate Intrinsic Value, Vested and expected to vest	866.0
Shares Under Option, Exercisable	2,000
Weighted Average Exercise Price Per Share, Exercisable	$ 57.45
Weighted Average Remaining Contractual Term, Exercisable	0.2
Aggregate Intrinsic Value, Exercisable	$ 38.5

XML

Business Combinations (Supplemental Pro-Forma Information) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2009
Business Combinations [Abstract]
Net sales	$ 4,741.0	$ 4,594.4	$ 4,714.9
Net (loss) earnings	$ (186.2)	$ 242.2	$ 335.6
Basic (loss) earnings per share	$ (3.39)	$ 4.40	$ 5.96
Diluted (loss) earnings per share	$ (3.39)	$ 4.34	$ 5.88

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Fair Value Measurements (Assets And Liabilities Measured At Fair Value On Recurring Basis) (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2011	Sep. 30, 2010
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Marketable securities	$ 8.2	$ 10.0
Derivative assets	0.3	16.7
Deferred compensation investment	23.7	22.2
Total assets	32.2	48.9
Derivative liabilities	53.1	2.6
Deferred compensation liabilities	37.3	31.2
Total liabilities	90.4	33.8
Level 1 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Marketable securities	8.2	10.0
Deferred compensation investment	23.7	22.2
Total assets	31.9	32.2
Level 2 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative assets		16.7
Total assets		16.7
Derivative liabilities	53.1	2.6
Deferred compensation liabilities		31.2
Total liabilities	$ 90.4	$ 33.8

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Pension And Other Postretirement Benefits (Schedule Of Expected Future Benefit Payments) (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2011
Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
2012	$ 10.7
2013	11.1
2014	11.9
2015	13.0
2016	13.9
2017-2021	82.3
Other Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
2012	3.0
2013	3.1
2014	3.4
2015	3.8
2016	4.2
2017-2021	37.5
Subsidy Receipts [Member]
Defined Benefit Plan Disclosure [Line Items]
2012	0.2
2013	0.2
2014	0.2
2015	0.2
2016	0.2
2017-2021	$ 2.0

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Pension And Other Postretirement Benefits (Schedule Of Change In Benefit Obligation And Fair Value Of Plan Assets, Statement Of Funded Status, And Amounts Recognized In The Consolidated Balance Sheet)(Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2009
Change in fair value of plan assets
Fair value of plan assets at end of year	$ 241.2	$ 212.9
Pension Benefits [Member]
Change in benefit obligation
Benefit obligation at beginning of year	251.2	221.9
Service cost	6.1	6.7	5.1
Interest cost	13.0	13.1	12.6
Plan participants' contributions	0.8	0.8
Actuarial loss	24.8	18.3
Benefits paid	(11.4)	(9.9)
Amendments		0.2
Curtailments	(7.0)
Currency translation	(0.1)	0.1
Benefit obligation at end of year	277.4	251.2	221.9
Change in fair value of plan assets
Fair value of plan assets at beginning of year	212.9	172.4
Actual return on plan assets	17.3	18.0
Employer contributions	21.7	31.6
Plan participants' contributions	0.8	0.8
Benefits paid	(11.4)	(9.9)
Currency translation	(0.1)
Fair value of plan assets at end of year	241.2	212.9	172.4
Funded status	(36.2)	(38.3)
Amounts recognized in assets or liabilities
Other current liabilities	(0.6)	(0.6)
Other liabilities	(35.6)	(37.7)
Net amount recognized	(36.2)	(38.3)
Amounts recognized in accumulated other comprehensive loss
Net actuarial loss	93.5	79.1
Prior service cost (credit)	2.1	2.5
Total	95.6	81.6
Weighted-average assumptions used to determine benefit obligation
Discount rate	4.80%	5.40%
Rate of compensation increase	3.00%	3.25%
Other Benefits [Member]
Change in benefit obligation
Benefit obligation at beginning of year	100.4	88.3
Service cost	2.6	2.9
Interest cost	5.4	5.2
Actuarial loss	19.9	5.7
Benefits paid	(1.7)	(2.9)
Medicare reimbursements	0.2	0.2
Amendments		0.9
Currency translation	(0.1)	0.1
Benefit obligation at end of year	126.7	100.4
Change in fair value of plan assets
Employer contributions	1.5	2.7
Medicare reimbursements	0.2	0.2
Benefits paid	(1.7)	(2.9)
Funded status	(126.7)	(100.4)
Amounts recognized in assets or liabilities
Other current liabilities	(2.8)	(2.5)
Other liabilities	(123.9)	(97.9)
Net amount recognized	(126.7)	(100.4)
Amounts recognized in accumulated other comprehensive loss
Net actuarial loss	32.0	12.3
Prior service cost (credit)	(3.8)	(4.9)
Total	$ 28.2	$ 7.4
Weighted-average assumptions used to determine benefit obligation
Discount rate	5.03%	5.40%
Rate of compensation increase	3.00%	3.25%

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Shareholders' Equity (Details) (USD $)	0 Months Ended	12 Months Ended
	May 04, 2011	Sep. 30, 2011	Sep. 30, 2010
Number of shares forfeited		12,248
Repurchase of common stock, shares		15,000	2,000,000
Cost of common stock repurchased		$ 1,500,000	$ 115,500,000
Net loss from cash flow hedging instruments after tax included in accumulated other comprehensive loss		21,300,000	2,600,000
Net postretirement benefit liability adjustments after tax in accumulated other comprehensive loss		75,900,000	53,700,000
Foreign currency translation adjustment in accumulated other comprehensive loss		16,500,000	20,400,000
Exercise price	200
Dividend declared rights per outstanding common share	1
Percentage of current market price of common stock used to calculate number of share per right	50.00%
Rights expiration date	May 4, 2014
Board of directors right redemption price	$ 0.001
Minimum [Member]
Percentage of common stock ownership by a third party required to exercise rights	10.00%
Rights change in control percentage	50.00%
Series E Preferred Stock [Member]
Share entitled to shareholder	0.0001
Par value of cumulative preferred stock	$ 0.01

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Long-Term Debt (Narrative) (Details) (USD $) In Millions, unless otherwise specified				0 Months Ended			0 Months Ended			0 Months Ended				0 Months Ended			0 Months Ended											0 Months Ended				0 Months Ended			0 Months Ended			0 Months Ended			0 Months Ended			0 Months Ended					0 Months Ended	3 Months Ended			0 Months Ended	3 Months Ended			0 Months Ended	1 Months Ended			0 Months Ended												0 Months Ended
	Sep. 30, 2011	Aug. 12, 2011	Sep. 30, 2010	Dec. 22, 2003 Fixed Rate Senior Notes, Series B [Member]	Sep. 30, 2011 Fixed Rate Senior Notes, Series B [Member]	Sep. 30, 2010 Fixed Rate Senior Notes, Series B [Member]	Dec. 22, 2003 Fixed Rate Senior Notes, Series C [Member]	Sep. 30, 2011 Fixed Rate Senior Notes, Series C [Member]	Sep. 30, 2010 Fixed Rate Senior Notes, Series C [Member]	Dec. 22, 2003 Fixed Rate Senior Notes, Series D [Member]	Sep. 30, 2011 Fixed Rate Senior Notes, Series D [Member]	Sep. 30, 2010 Fixed Rate Senior Notes, Series D [Member]	Dec. 21, 2005 Fixed Rate Senior Notes, Series E And F [Member]	Dec. 21, 2005 Fixed Rate Senior Notes, Series E [Member]	Sep. 30, 2011 Fixed Rate Senior Notes, Series E [Member]	Sep. 30, 2010 Fixed Rate Senior Notes, Series E [Member]	Dec. 21, 2005 Fixed Rate Senior Notes, Series F [Member]	Sep. 30, 2011 Fixed Rate Senior Notes, Series F [Member]	Sep. 30, 2010 Fixed Rate Senior Notes, Series F [Member]	Jan. 18, 2007 Fixed Rate Senior Notes, Series I [Member]	Sep. 30, 2011 Fixed Rate Senior Notes, Series I-1 [Member]	Jun. 30, 2011 Fixed Rate Senior Notes, Series I-1 [Member]	Sep. 30, 2010 Fixed Rate Senior Notes, Series I-1 [Member]	Jan. 18, 2007 Fixed Rate Senior Notes, Series I-1 [Member]	Sep. 30, 2011 Fixed Rate Senior Notes, Series I-2 [Member]	Sep. 30, 2010 Fixed Rate Senior Notes, Series I-2 [Member]	Jan. 18, 2007 Fixed Rate Senior Notes, Series I-2 [Member]	May 11, 2007 Fixed Rate Senior Notes, Series J [Member]	Sep. 30, 2011 Fixed Rate Senior Notes, Series J [Member]	Sep. 30, 2010 Fixed Rate Senior Notes, Series J [Member]	Aug. 04, 2008 Fixed Rate Notes Maturing 2018 And 2020 And Floating Rate Notes Maturing 2018 [Member]	Apr. 04, 2008 Fixed Rate Senior Notes Maturing 2018 [Member]	Sep. 30, 2011 Fixed Rate Senior Notes Maturing 2018 [Member]	Sep. 30, 2010 Fixed Rate Senior Notes Maturing 2018 [Member]	Apr. 04, 2008 Floating Rate Senior Notes Maturing 2018 [Member]	Sep. 30, 2011 Floating Rate Senior Notes Maturing 2018 [Member]	Sep. 30, 2010 Floating Rate Senior Notes Maturing 2018 [Member]	Apr. 04, 2008 Fixed Rate Senior Notes Maturing 2020 [Member]	Sep. 30, 2011 Fixed Rate Senior Notes Maturing 2020 [Member]	Sep. 30, 2010 Fixed Rate Senior Notes Maturing 2020 [Member]	Jul. 26, 2010 4.95% Senior Notes Maturing 2020 [Member]	Sep. 30, 2011 4.95% Senior Notes Maturing 2020 [Member]	Sep. 30, 2010 4.95% Senior Notes Maturing 2020 [Member]	Jul. 26, 2010 Fixed Rate Senior Notes maturing 2039 [Member]	Aug. 14, 2009 Fixed Rate Senior Notes maturing 2039 [Member]	Sep. 30, 2011 Fixed Rate Senior Notes maturing 2039 [Member]	Sep. 30, 2010 Fixed Rate Senior Notes maturing 2039 [Member]	May 28, 2009 Fixed Rate Senior Notes, Series 2009 [Member]	May 28, 2009 Fixed Rate Senior Notes, Series 2009A [Member]	Dec. 31, 2010 Fixed Rate Senior Notes, Series 2009A [Member]	Sep. 30, 2011 Fixed Rate Senior Notes, Series 2009A [Member]	Sep. 30, 2010 Fixed Rate Senior Notes, Series 2009A [Member]	May 28, 2009 Fixed Rate Senior Notes, Series 2009B [Member]	Dec. 31, 2010 Fixed Rate Senior Notes, Series 2009B [Member]	Sep. 30, 2011 Fixed Rate Senior Notes, Series 2009B [Member]	Sep. 30, 2010 Fixed Rate Senior Notes, Series 2009B [Member]	Jul. 18, 2008 2008 Revolving Credit Agreement [Member]	Jul. 18, 2008 2008 Revolving Credit Agreement [Member]	Sep. 30, 2011 2008 Revolving Credit Agreement [Member]	Sep. 30, 2010 2008 Revolving Credit Agreement [Member]	Jul. 27, 2010 2010 Revolving Credit Agreement [Member]	Sep. 30, 2011 2010 Revolving Credit Agreement [Member]	Sep. 30, 2010 2010 Revolving Credit Agreement [Member]	Sep. 30, 2011 2010 Term Loan [Member]	Sep. 30, 2010 2010 Term Loan [Member]	Apr. 04, 2008 3 Month LIBOR [Member] Floating Rate Senior Notes Maturing 2018 [Member]	Jul. 18, 2008 LIBOR [Member] 2008 Revolving Credit Agreement [Member]	Jul. 27, 2010 LIBOR [Member] 2010 Revolving Credit Agreement [Member]	Jul. 18, 2008 Federal Fund Rate [Member] 2008 Revolving Credit Agreement [Member]	Jul. 27, 2010 Federal Fund Rate [Member] 2010 Revolving Credit Agreement [Member]	Jul. 18, 2008 Base CD Rate [Member] 2008 Revolving Credit Agreement [Member]	Jul. 27, 2010 Adjusted LIBOR Rate [Member] 2010 Revolving Credit Agreement [Member]	May 28, 2009 Maximum [Member] Fixed Rate Senior Notes, Series 2009 [Member]	Jul. 27, 2010 Maximum [Member] 2010 Revolving Credit Agreement [Member]	May 28, 2009 Additional Interest [Member] Maximum [Member] Fixed Rate Senior Notes, Series 2009 [Member]	May 28, 2009 Additional Interest [Member] Minimum [Member] Fixed Rate Senior Notes, Series 2009 [Member]
Debt Instrument [Line Items]
Senior notes	$ 750.0			$ 145.0		$ 29.0	$ 50.0	$ 50.0	$ 50.0	$ 75.0	$ 32.1	$ 42.9	$ 175.0	$ 100.0	$ 100.0	$ 100.0	$ 75.0	$ 75.0	$ 75.0	$ 100.0	$ 75.0		$ 75.0	$ 75.0	$ 25.0	$ 25.0	$ 25.0	$ 100.0	$ 100.0	$ 100.0	$ 964.5	$ 577.5	$ 577.5	$ 577.5	$ 20.0	$ 20.0	$ 20.0	$ 67.0	$ 67.0	$ 67.0	$ 300.0	$ 300.0	$ 300.0	$ 450.0	$ 300.0	$ 450.0	$ 450.0	$ 100.0	$ 50.0		$ 50.0	$ 50.0	$ 50.0		$ 50.0	$ 50.0
Debt instrument interest rate																																									4.96%			6.47%
Senior notes, Interest Rate					0.00%	4.24%		5.43%	5.43%		4.76%	4.76%			5.57%	5.57%		5.43%	5.43%			5.56%	5.56%		5.58%	5.58%			5.93%	5.93%			7.29%	7.29%		2.80%	2.98%		7.39%	7.39%		4.95%	4.95%			6.63%	6.63%				7.45%	7.45%			7.60%	7.60%			0.00%	1.30%		2.62%	2.81%	2.75%	2.81%
Stated interest rate				4.24%			5.43%			4.76%				5.57%			5.43%							5.56%			5.58%	5.93%				7.29%						7.39%			4.95%			6.625%	6.625%				7.45%				7.60%
Debt instrument basis rate																																																																		2.54%	1.50%	2.50%	0.50%	0.50%	1.00%	1.00%
Senior notes maturity date				December 2010			December 2013			December 2013				2015			2012											2022													2020			2039	2039					2009				2009
Maturity date of senior notes																																Aug. 15, 2018			Aug. 15, 2018			Aug. 15, 2020											May 01, 2019				May 01, 2021
Gain on interest rate swap designated as fair value hedge	(18.6)	18.8
Total debt ratio to adjusted EBITDA																																																																									3.5	3.75	4	3.5
Maximum capacity of revolving credit agreement																																																									400.0	400.0			300.0
Revolving credit facility maturity date																																																									July 18, 2011				July 27, 2015
Commitment fee percentage																																																										0.25%			0.35%
Term loan																																																													200.0			190.0	200.0
Additional notes issued																																												150.0
Percentage of notes priced on par value																																									99.84%			102.439%	99.702%
Letters of credit and surety bonds outstanding	24.6		23.8
Aggregate maturities of long term debt - 2012	30.7
Aggregate maturities of long term debt - 2013	105.7
Aggregate maturities of long term debt - 2014	90.7
Aggregate maturities of long term debt - 2015	173.2
Aggregate maturities of long term debt - 2016	100.0
Aggregate maturities of long term debt - thereafter	$ 1,681.2

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Derivative Financial Instruments And Hedging (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Derivative Instruments, Gain (Loss) [Line Items]
Derivative instruments not designated as hedging instruments, liability	$ 34.3
Cash flow hedge gain (loss) to be reclassified within twelve months	15.9
Derivative instruments, liability position	3.9	2.6
Derivative instruments, related collateral	$ 8.2	$ 10.0
Interest Rate Contracts [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative financial instruments, term	ten
Foreign Exchange Contracts [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative financial instruments, term	two
Commodity Contracts [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative financial instruments, term	eighteen

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Shareholders' Equity

12 Months Ended

Sep. 30, 2011

Shareholders' Equity [Abstract]

Shareholders' Equity

NOTE 18 – SHAREHOLDERS' EQUITY

     In fiscal 2011, 12,248 shares were forfeited back to the Company in satisfaction of required taxes to be withheld by federal, state, and local governments in connection with the vesting of employee restricted stock awards. During fiscal 2010, the Company repurchased 2,000,000 shares of its common stock at a total cost of $115.5.

     The Company has not issued any shares of preferred stock. The terms of any series of preferred stock (including but not limited to the dividend rate, voting rights, convertibility into other Company securities, and redemption) may be set by the Company's Board of Directors.

     At September 30, 2011, accumulated other comprehensive loss included a $21.3 net loss on cash flow hedging instruments after taxes and $75.9 in net postretirement benefit liability adjustments after taxes (see Note 17), partially offset by an $16.5 foreign currency translation adjustment. At September 30, 2010, accumulated other comprehensive loss included a $2.6 net loss on cash flow hedging instruments after taxes and $53.7 in net postretirement benefit liability adjustments after taxes, partially offset by a $20.4 foreign currency translation adjustment.

     On May 4, 2011, the Company's Board of Directors declared a dividend distribution of one preferred stock purchase right (Right) for each outstanding share of the Company's common stock. Each Right entitles a shareholder to purchase from the Company one one-ten thousandth of a share of Series E Junior Participating Cumulative Preferred Stock, par value $0.01 per share, at an exercise price of $200 per share subject to antidilution adjustments. The Rights, however, become exercisable only at the time a person or group acquires, or commences a public tender offer for, 10% or more of the Company's common stock. If an acquiring person or group acquires 10% or more of the Company's common stock, each Right would entitle the holder to acquire such number of shares of the Company's common stock as shall equal the result obtained by multiplying the then current purchase price by the number of one one-ten thousandths of a share of preferred stock for which a Right is then exercisable and dividing that product by 50% of the then current per share market price of the Company's common stock. In the event that the Company merges with, or transfers 50% or more of its assets or earning power to, any person or group after the Rights become exercisable, each Right would entitle the holders to receive such number of shares of the acquiring company's common stock as shall be equal to the result obtained by multiplying the then current purchase price by the number of one one-ten thousandths of a share of preferred stock for which a Right is then exercisable and dividing that product by 50% of the then current market price per share of the common stock of the acquiring company on the date of such merger or other business combination transaction. The Rights can be redeemed by the Board of Directors at $.001 per Right. The redemption of the Rights may be made effective at such time, on such basis, in such form, and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of the Rights will be to receive the redemption price. The Rights expire on May 4, 2014.

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Summary Of Significant Accounting Policies (Summary Of Property) (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2011	Sep. 30, 2010
Summary Of Significant Accounting Policies [Abstract]
Land	$ 42.1	$ 42.7
Buildings and leasehold improvements	381.0	372.7
Machinery and equipment	1,455.9	1,368.5
Construction in progress	90.4	74.6
Property, plant and equipment, gross	1,969.4	1,858.5
Accumulated depreciation	(774.1)	(639.5)
Property, net	$ 1,195.3	$ 1,219.0

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Fair Value Measurements (Tables)

12 Months Ended

Sep. 30, 2011

Fair Value Measurements [Abstract]

Assets And Liabilities Measured At Fair Value On Recurring Basis

				September 30, 2011							September 30, 2010
		Total		Level 1		Level 2			Total		Level 1		Level 2
Assets
Marketable securities	$	8.2	$	8.2		$	-	$	10.0	$	10.0	$	-
Derivative assets		.3		-			.3		16.7		-		16.7
Deferred compensation investment		23.7		23.7			-		22.2		22.2		-
	$	32.2	$	31.9		$	.3	$	48.9	$	32.2	$	16.7
Liabilities
Derivative liabilities	$	53.1	$	-	$	53.1		$	2.6	$	-	$	2.6
Deferred compensation liabilities		37.3		-			37.3		31.2		-		31.2
	$	90.4	$	-	$	90.4		$	33.8	$	-	$	33.8

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Fair Value Measurements (Narrative) (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2011	Sep. 30, 2010
Fair Value Measurements [Abstract]
Fixed rate debt, carrying amount	$ 1,951.6	$ 1,991.4
Fixed rate debt, estimated fair value	$ 2,070.1	$ 2,399.5

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Condensed Financial Statements Of Guarantors (Condensed Consolidating Statements Of Earnings) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended								12 Months Ended
	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2010	Dec. 31, 2009	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2009
Net sales	$ 1,223.2	$ 1,171.9	$ 1,172.6	$ 1,173.3	$ 1,129.2	$ 962.4	$ 965.0	$ 991.9	$ 4,741.0	$ 4,048.5	$ 3,891.9
Cost of goods sold									(3,498.2)	(2,971.6)	(2,834.1)
Gross Profit	295.1	289.7	340.0	318.0	292.4	245.3	266.4	272.8	1,242.8	1,076.9	1,057.8
Selling, general and administrative expenses									(618.4)	(528.1)	(564.3)
Amortization of intangible assets									(78.2)	(49.3)	(42.3)
Impairment of intangible assets	(471.4)	(32.1)			(19.4)		(20.5)		(503.5)	(39.9)
Other operating expenses, net									(12.9)	(37.7)	(2.9)
Operating Profit									29.8	421.9	448.3
Interest (expense) income, net									(134.0)	(107.8)	(99.0)
Gain on forward sale contracts											17.6
Gain on sale of securities											70.6
(Loss) earnings before income taxes and equity earnings									(104.2)	314.1	437.5
Income taxes									(83.0)	(105.3)	(156.9)
(Loss) Earnings before Equity Earnings									(187.2)	208.8	280.6
Equity in earnings of Vail Resorts, Inc., net of related deferred income taxes											9.8
Net (Loss) Earnings	(370.1)	28.3	83.3	71.3	41.9	53.0	46.7	67.2	(187.2)	208.8	290.4
Parent Company [Member]
Net sales									529.3	516.3	544.5
Other intercompany revenues									1.8	1.8	1.9
Cost of goods sold									(420.4)	(386.6)	(409.5)
Gross Profit									110.7	131.5	136.9
Selling, general and administrative expenses									(134.4)	(139.2)	(152.6)
Amortization of intangible assets									(10.7)	(6.3)	(5.6)
Other operating expenses, net									(3.6)	(23.7)	(0.6)
Operating Profit									(38.0)	(37.7)	(21.9)
Interest (expense) income, net									(136.8)	(110.4)	(101.7)
(Loss) earnings before income taxes and equity earnings									(174.8)	(148.1)	(123.6)
Income taxes									83.1	32.7	15.3
(Loss) Earnings before Equity Earnings									(91.7)	(115.4)	(108.3)
Equity in earnings of subsidiaries									(95.5)	324.2	398.7
Net (Loss) Earnings									(187.2)	208.8	290.4
Guarantor Subsidiaries [Member]
Net sales									4,000.9	3,432.3	3,275.2
Other intercompany revenues									11.0	5.9	6.0
Cost of goods sold									(2,917.3)	(2,502.2)	(2,384.1)
Gross Profit									1,094.6	936.0	897.1
Selling, general and administrative expenses									(495.0)	(391.7)	(408.3)
Amortization of intangible assets									(61.4)	(38.9)	(35.1)
Impairment of intangible assets									(503.5)	(39.9)
Other operating expenses, net									(6.4)	(13.6)	(2.0)
Operating Profit									28.3	451.9	451.7
Interest (expense) income, net									0.6	0.2	(1.2)
Gain on forward sale contracts											17.6
Gain on sale of securities											70.6
(Loss) earnings before income taxes and equity earnings									28.9	452.1	538.7
Income taxes									(149.6)	(133.7)	(167.8)
(Loss) Earnings before Equity Earnings									(120.7)	318.4	370.9
Equity in earnings of subsidiaries									1.5	(10.2)	2.6
Equity in earnings of Vail Resorts, Inc., net of related deferred income taxes											9.8
Net (Loss) Earnings									(119.2)	308.2	383.3
Non-Guarantor Subsidiaries [Member]
Net sales									361.9	217.1	181.4
Other intercompany revenues									65.7	60.8	32.9
Cost of goods sold									(311.6)	(200.0)	(149.7)
Gross Profit									116.0	77.9	64.6
Selling, general and administrative expenses									(67.5)	(65.7)	(44.2)
Amortization of intangible assets									(6.1)	(4.1)	(1.6)
Other operating expenses, net									(2.9)	(0.4)	(0.3)
Operating Profit									39.5	7.7	18.5
Interest (expense) income, net									2.2	2.4	3.9
(Loss) earnings before income taxes and equity earnings									41.7	10.1	22.4
Income taxes									(16.5)	(4.3)	(4.4)
(Loss) Earnings before Equity Earnings									25.2	5.8	18.0
Net (Loss) Earnings									25.2	5.8	18.0
Eliminations [Member]
Net sales									(151.1)	(117.2)	(109.2)
Other intercompany revenues									(78.5)	(68.5)	(40.8)
Cost of goods sold									151.1	117.2	109.2
Gross Profit									(78.5)	(68.5)	(40.8)
Selling, general and administrative expenses									78.5	68.5	40.8
Equity in earnings of subsidiaries									94.0	(314.0)	(401.3)
Net (Loss) Earnings									$ 94.0	$ (314.0)	$ (401.3)

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(Loss) Earnings Per Share (Tables)

12 Months Ended

Sep. 30, 2011

(Loss) Earnings Per Share [Abstract]

Stock Appreciation Rights

	First	Second	Third	Fourth
	Quarter	Quarter	Quarter	Quarter
Fiscal 2010
SARs at $56.56 per share	405,000	-	-	-
SARs at $66.07 per share	503,500	503,500	503,500	503,500
SARs at $65.45 per share	25,000	-	-	-
SARs at $58.79 per share	8,000	8,000	8,000	8,000
SARs at $56.27 per share	390,400	390,400	390,400	387,400
SARs at $57.14 per share	12,500	12,500	12,500	12,500
SARs at $57.45 per share	-	-	-	573,400
Fiscal 2009
SARs at $56.56 per share	435,000	435,000	405,000	-
SARs at $66.07 per share	538,000	538,000	508,000	503,500
SARs at $65.45 per share	25,000	25,000	25,000	25,000
SARs at $58.79 per share	-	-	8,000	8,000

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Recently Issued Accounting Standards (Details) (USD $)	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2009
Balance Sheet Classification [Line Items]
New accounting pronouncement or change in accounting principle effect of adoption quantification	$ 247,100,000	$ 137,800,000
Investment in Ralcorp Receivables Corporation	0	137,800,000	134,400,000
Short-Term Debt [Member]
Balance Sheet Classification [Line Items]
New accounting pronouncement or change in accounting principle effect of adoption quantification	$ 105,000,000	$ 0

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Supplemental Earnings And Cash Flow Information (Summary Of Supplemental Earnings Statement And Cash Flow Information) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2009
Supplemental Earnings And Cash Flow Information [Abstract]
Repair and maintenance expenses	$ 122.8	$ 114.7	$ 104.1
Advertising and promotion expenses	134.1	102.0	133.4
Research and development expenses	23.6	21.1	19.2
Interest paid	136.3	107.2	98.7
Income taxes paid, net of refunds	114.9	153.5	192.6
Cash received from the exercise of stock options	7.6	5.6	8.4
Tax benefits realized from exercised stock options and similar awards	$ 5.9	$ 3.8	$ 6.8

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Income Taxes (Reconciliation Of Income Taxes) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2009
Income Taxes [Abstract]
Computed tax at federal statutory rate	$ (36.5)	$ 109.9	$ 158.5
State income taxes, net of federal tax benefit	1.7	2.9	17.7
Non-deductible goodwill impairment	127.7
Domestic production activities deduction	(11.9)	(9.3)	(7.2)
Adjustments to reserve for uncertain tax positions	0.7	0.2	0.4
Other, net	1.3	1.6	(6.9)
Total provision for income taxes (including income taxes on equity earnings)	$ 83.0	$ 105.3	$ 162.5
Federal statutory rate	35.00%
Maximum percentage of computed tax for other adjustments	5.00%

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Quarterly Financial Data (Unaudited) (Tables)

12 Months Ended

Sep. 30, 2011

Quarterly Financial Data (Unaudited) [Abstract]

Quarterly Financial Data

		First			Second			Third			Fourth			Total
		Quarter			Quarter			Quarter			Quarter			Year
Fiscal 2011
Net sales	$	1,173.3		$	1,172.6		$	1,171.9		$	1,223.2		$	4,741.0
Gross profit		318.0			340.0			289.7			295.1			1,242.8
Adjustments for economic hedges		4.8			6.0			(21.2	)		(18.5	)		(28.9	)
Post separation costs		-			-			-			(2.8	)		(2.8	)
Merger and integration costs		(.2	)		(.1	)		(1.2	)		(1.0	)		(2.5	)
Impairment of intangible assets		-			-			(32.1	)		(471.4	)		(503.5	)
Provision for legal settlement		(2.5	)		-			-			-			(2.5	)
Amounts related to plant closures		(.2	)		(.2	)		(2.4	)		(1.3	)		(4.1	)
Net earnings (loss)		71.3			83.3			28.3			(370.1	)		(187.2	)
Diluted earnings (loss) per share		1.28			1.50			.50			(6.72	)		(3.41	)
Fiscal 2010
Net sales	$	991.9		$	965.0		$	962.4		$	1,129.2		$	4,048.5
Gross profit		272.8			266.4			245.3			292.4			1,076.9
Merger and integration costs		(.6	)		(4.5	)		(13.5	)		(14.5	)		(33.1	)
Impairment of intangible assets		-			(20.5	)		-			(19.4	)		(39.9	)
Provision for legal settlement		-			-			-			(7.5	)		(7.5	)
Amounts related to plant closures		(.7	)		(.1	)		(.2	)		(1.5	)		(2.5	)
Net earnings		67.2			46.7			53.0			41.9			208.8
Diluted earnings per share		1.19			.84			.95			.76			3.74

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Recently Issued Accounting Standards

12 Months Ended

Sep. 30, 2011

Recently Issued Accounting Standards [Abstract]

Recently Issued Accounting Standards

NOTE 2 – RECENTLY ISSUED ACCOUNTING STANDARDS

     In December 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (FAS) 141(R), "Business Combinations," now included in Accounting Standards Codification (ASC) Topic 805, "Business Combinations," which replaces FAS 141. This Statement establishes principles and requirements for how an acquirer in a business combination recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any controlling interest; recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of business combinations. This Statement is effective for acquisitions completed after the beginning of Ralcorp's 2010 fiscal year. The most significant change for Ralcorp was that costs incurred to effect the business combination are now expensed immediately rather than included as part of the purchase price and goodwill. Related disclosures are included in Note 3.

     In April 2008, the FASB issued FASB Staff Position (FSP) FAS 142-3, "Determination of the Useful Life of Intangible Assets," now included in ASC Topic 350, "Intangibles–Goodwill and Other," which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FAS 142, "Goodwill and Other Intangible Assets." This FSP was effective for financial statements issued for Ralcorp's 2010 fiscal year. The FSP's guidance for determining the useful life of a recognized intangible asset must be applied prospectively to intangible assets acquired after the effective date (October 1, 2009 for Ralcorp). The FSP's disclosure requirements must be applied prospectively to all intangible assets recognized as of, and subsequent to, the effective date.

     Issued in December 2009, Accounting Standards Update (ASU) No. 2009-16 amends ASC Topic 860 for the issuance of FAS 166, "Accounting for Transfers of Financial Assets – 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 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 will also be 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 ASC Topic 810, "Consolidations," 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 were effective for Ralcorp's 2011 fiscal year and affected the Company's reporting related to its sale of accounts receivable (see Note 11). Beginning in fiscal 2011, the outstanding balance of receivables sold ($247.1 and $137.8 at September 30, 2011 and 2010, respectively) remains on Ralcorp's consolidated balance sheet, proceeds received from the conduits ($105.0 and zero as of September 30, 2011 and 2010, respectively) is shown as short-term debt, and there is no investment in Ralcorp Receivables Corporation. In addition, any proceeds received from or repaid to the conduits is now shown as cash flows from financing activities rather than from operating activities.

     In May 2011, the 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 IFRS." 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 (i.e., Ralcorp's financial statements for the quarter ending March 31, 2012). 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 for fiscal years, and interim periods within those years, beginning after December 15, 2011 (i.e., Ralcorp's financial statements for the quarter ending December 31, 2012). 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 September 2011, the FASB issued ASU No. 2011-8, "Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment," which is intended to simplify how an entity tests goodwill for impairment. The amendments in this ASU will allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. An entity no longer will be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The guidance also includes examples of the types of factors to consider in conducting the qualitative assessment. Prior to this ASU, entities were required to test goodwill for impairment, on at least an annual basis, by first comparing the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit is less than its carrying amount, then the second step of the test is to be performed to measure the amount of impairment loss, if any. The amendments must be adopted for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011; however, the Company chose to adopt this ASU as of September 30, 2011, as permitted by the standard. See Note 4 for information about goodwill impairments.

     In September 2011, the FASB issued ASU No. 2011-9, "Compensation – Retirement Benefits –Multiemployer Plans (Subtopic 715-80): Disclosures about an Employer's Participation in a Multiemployer Plan," which provides new requirements for the disclosures that an employer should provide related to its participation in multiemployer pension plans. Plans of this type are commonly used by employers to provide benefits to union employees that may work for multiple employers during their working life and thereby accrue benefits in one plan for their retirement. The revised disclosures will provide users of financial statements with additional information about the plans in which an employer participates, the level of an employer's participation in the plans, and financial health of significant plans. The amendments in this update are effective for Ralcorp's annual financial statements for the year ending September 30, 2012.

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Income Taxes (Deferred Tax Assets And Liabilities) (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2011	Sep. 30, 2010
Income Taxes [Abstract]
Deferred Tax Assets, Current	$ 19.6	$ 19.6
Deferred Tax Liabilities, Current		(9.0)
Deferred Tax Assets, Other	2.1
Deferred Tax Liabilities, Other		(9.0)
Deferred Tax Assets (Liabilities), Current	19.6	10.6
Deferred Tax Assets, Noncurrent	135.4	136.2
Deferred Tax Assets Tax Deferred Expense Compensation And Benefits Deferred And Stock Based Compensation	36.5	32.1
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Self Insurance	3.8	3.1
Deferred Tax Assets, Operating Loss And Tax Credit Carryforwards	25.3	41.9
Deferred Tax Assets, Other	8.3	6.9
Deferred Tax Liabilities, Noncurrent	767.3	(816.8)
Deferred Tax Liabilities, Property, Plant and Equipment	(237.9)	(231.9)
Deferred Tax Liabilities, Goodwill and Intangible Assets	(529.4)	(584.9)
Deferred Tax Assets (Liabilities), Noncurrent	(631.9)	(680.6)
Deferred Tax Assets, Gross	155.0	155.8
Deferred Tax Assets Tax Deferred Expense Compensation And Benefits Pensions And Postretirement Benefits	61.5	52.2
Deferred Tax Assets, Inventory	2.1	2.0
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Accrued Liabilities	15.4	17.6
Deferred Tax Assets (Liabilities), Gross	(612.3)	(670.0)
Deferred Tax Assets, Valuation Allowance, Noncurrent	(3.7)	(4.5)
Deferred Tax Assets, Net	151.3	151.3
Deferred Tax Liabilities	(767.3)	(825.8)
Net Deferred Tax Assets (Liabilities)	$ (616.0)	$ (674.5)

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Long-Term Debt (Tables)

12 Months Ended

Sep. 30, 2011

Long-Term Debt [Abstract]

Long-Term Debt

		2011					2010
		Balance		Interest			Balance		Interest
		Outstanding		Rate			Outstanding		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		577.5		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		19.9		2.62	%		300.0		2.81	%
2010 Term Loan		190.0		2.75	%		200.0		2.81	%
Other		-		n/a			.1		Various
	$	2,181.5				$	2,634.9
Plus: Unamortized premium (discount), net		3.1					3.2
Plus: Unamortized adjustment related
to interest rate fair value hedge		18.6					-
Less: Current portion		(30.7	)				(173.2	)
	$	2,172.5				$	2,464.9

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Condensed Financial Statements Of Guarantors

12 Months Ended

Sep. 30, 2011

Condensed Financial Statements Of Guarantors [Abstract]

Condensed Financial Statements Of Guarantors

NOTE 22 – CONDENSED FINANCIAL STATEMENTS OF GUARANTORS

     As described in Note 15, 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). The guarantees are subject to release in limited circumstances (only upon the occurrence of certain customary conditions). In addition, such securities are collateralized by 65% of the stock of Ralcorp's indirectly wholly owned foreign 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 Operations

						Year Ended September 30, 2011
		Parent			Guarantor Non-Guarantor
		Company Subsidiaries						Subsidiaries Eliminations Consolidated
Net Sales	$	529.3			$	4,000.9		$	361.9		$	(151.1	)	$	4,741.0
Other intercompany revenues		1.8				11.0			65.7			(78.5	)		-
Cost of goods sold		(420.4	)			(2,917.3	)		(311.6	)		151.1			(3,498.2	)
Gross Profit		110.7				1,094.6			116.0			(78.5	)		1,242.8
Selling, general and administrative expenses		(134.4	)			(495.0	)		(67.5	)		78.5			(618.4	)
Amortization of intangible assets		(10.7	)			(61.4	)		(6.1	)		-			(78.2	)
Impairment of intangible assets		-				(503.5	)		-			-			(503.5	)
Other operating expenses, net		(3.6	)			(6.4	)		(2.9	)		-			(12.9	)
Operating (Loss) Profit		(38.0	)			28.3			39.5			-			29.8
Interest (expense) income, net		(136.8	)			.6			2.2			-			(134.0	)
(Loss) Earnings before Income Taxes andEquity Earnings		(174.8	)			28.9			41.7			-			(104.2	)
Income taxes		83.1				(149.6	)		(16.5	)		-			(83.0	)
(Loss) Earnings before Equity Earnings		(91.7	)			(120.7	)		25.2			-			(187.2	)
Equity in (loss) earnings of subsidiaries		(95.5	)			1.5			-			94.0			-
Net (Loss) Earnings	$	(187.2	)		$	(119.2	)	$	25.2		$	94.0		$	(187.2	)
						Year Ended September 30, 2010
		Parent			Guarantor Non-Guarantor
Company Subsidiaries								Subsidiaries			Eliminations			Consolidated
Net Sales	$	516.3		$	3,432.3			$	217.1		$	(117.2	)	$	4,048.5
Other intercompany revenues		1.8				5.9			60.8			(68.5	)		-
Cost of goods sold		(386.6	)		(2,502.2		)		(200.0	)		117.2			(2,971.6	)
Gross Profit		131.5				936.0			77.9			(68.5	)		1,076.9
Selling, general and administrative expenses		(139.2	)			(391.7	)		(65.7	)		68.5			(528.1	)
Amortization of intangible assets		(6.3	)			(38.9	)		(4.1	)		-			(49.3	)
Impairment of intangible assets		-				(39.9	)		-			-			(39.9	)
Other operating expenses, net		(23.7	)			(13.6	)		(.4	)		-			(37.7	)
Operating Profit		(37.7	)			451.9			7.7			-			421.9
Interest (expense) income, net		(110.4	)			.2			2.4			-			(107.8	)
Earnings before Income Taxes and Equity Earnings		(148.1	)			452.1			10.1			-			314.1
Income taxes		32.7				(133.7	)		(4.3	)		-			(105.3	)
Earnings before Equity Earnings		(115.4	)			318.4			5.8			-			208.8
Equity in earnings of subsidiaries		324.2				(10.2	)		-			(314.0	)		-
Net Earnings	$	208.8			$	308.2		$	5.8		$	(314.0	)	$	208.8

					Year Ended September 30, 2009
		Parent			Guarantor Non-Guarantor
		Company Subsidiaries					Subsidiaries			Eliminations				Consolidated
Net Sales	$	544.5		$	3,275.2		$	181.4		$	(109.2	)	$	3,891.9
Other intercompany revenues		1.9			6.0			32.9			(40.8	)		-
Cost of goods sold		(409.5	)		(2,384.1	)		(149.7	)		109.2			(2,834.1	)
Gross Profit		136.9			897.1			64.6			(40.8	)		1,057.8
Selling, general and administrative expenses		(152.6	)		(408.3	)		(44.2	)		40.8			(564.3	)
Amortization of intangible assets		(5.6	)		(35.1	)		(1.6	)		-			(42.3	)
Other operating expenses, net		(.6	)		(2.0	)		(.3	)		-			(2.9	)
Operating Profit		(21.9	)		451.7			18.5			-			448.3
Interest (expense) income, net		(101.7	)		(1.2	)		3.9			-			(99.0	)
Gain on forward sale contracts		-			17.6			-			-			17.6
Gain on sale of securities		-			70.6			-			-			70.6
Earnings before Income Taxes and Equity Earnings		(123.6	)		538.7			22.4			-			437.5
Income taxes		15.3			(167.8	)		(4.4	)		-			(156.9	)
Earnings before Equity Earnings		(108.3	)		370.9			18.0			-			280.6
Equity in earnings of subsidiaries		398.7			2.6			-			(401.3	)		-
Equity in earnings of Vail Resorts, Inc.,
net of related deferred income taxes		-			9.8			-			-			9.8
Net Earnings	$	290.4		$	383.3		$	18.0		$	(401.3	)	$	290.4

Condensed Consolidating Balance Sheets

							September 30, 2011
		Parent			Guarantor Non-Guarantor
		Company			Subsidiaries		Subsidiaries Eliminations Consolidated
Assets
Current Assets
Cash and cash equivalents	$	2.5		$	-		$	50.8		$	(3.3	)	$	50.0
Marketable securities		8.2			-			-			-			8.2
Receivables, net		57.5			70.0			284.7			(1.8	)		410.4
Inventories		65.2			395.3			30.2			-			490.7
Deferred income taxes		14.4			4.8			.4			-			19.6
Prepaid expenses and other current assets		3.4			10.3			2.1			-			15.8
Total Current Assets		151.2			480.4			368.2			(5.1	)		994.7
Intercompany Notes and Interest		-			88.8			130.7			(219.5	)		-
Investment in Subsidiaries		4,921.9			267.7			-			(5,189.6	)		-
Property		252.5			1,488.8			228.1			-			1,969.4
Accumulated Depreciation		(177.1	)		(541.9	)		(55.1	)		-			(774.1	)
Goodwill		-			2,491.0			99.1			-			2,590.1
Other Intangible Assets		66.3			1,639.2			70.7			-			1,776.2
Accumulated Amortization		(40.8	)		(203.2	)		(15.7	)		-			(259.7	)
Other Assets		11.5			24.9			.2			-			36.6
Total Assets	$	5,185.5		$	5,735.7		$	826.2		$	(5,414.2	)	$	6,333.2
Liabilities andShareholders' Equity
Current Liabilities
Accounts and notes payable	$	74.7		$	201.8		$	146.8		$	(5.1	)	$	418.2
Other current liabilities		150.9			84.5			18.3			-			253.7
Total Current Liabilities		225.6			286.3			165.1			(5.1	)		671.9
Intercompany Notes and Interest		115.6			15.1			88.8			(219.5	)		-
Long-termDebt		2,172.5			-			-			-			2,172.5
Deferred Income Taxes		(141.0	)		765.5			11.1			-			635.6
Other Liabilities		193.6			3.2			37.2			-			234.0
Total Liabilities		2,566.3			1,070.1			302.2			(224.6	)		3,714.0
Shareholders' Equity
Common stock		.6			-			-			-			.6
Other shareholders' equity		2,618.6			4,665.6			524.0			(5,189.6	)		2,618.6
Total Shareholders' Equity		2,619.2			4,665.6			524.0			(5,189.6	)		2,619.2
Total Liabilities and Shareholders' Equity	$	5,185.5		$	5,735.7		$	826.2		$	(5,414.2	)	$	6,333.2

							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		5,342.7			347.2			-			(5,689.9	)		-
Property		239.4			1,392.9			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	$	5,770.0		$	6,343.2		$	683.3		$	(5,991.6	)	$	6,804.9
Liabilities andShareholders' 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-termDebt		2,464.9			-			-			-			2,464.9
Deferred Income Taxes		(81.0	)		753.2			12.9			-			685.1
Other Liabilities		160.7			7.8			30.1			-			198.6
Total Liabilities		2,940.8			1,039.2			117.4			(121.7	)		3,975.7
Shareholders' Equity
Common stock		.6			-			-			-			.6
Other shareholders' equity		2,828.6			5,304.0			565.9			(5,869.9	)		2,828.6
Total Shareholders' Equity		2,829.2			5,304.0			565.9			(5,869.9	)		2,829.2
Total Liabilities and Shareholders' Equity	$	5,770.0		$	6,343.2		$	683.3		$	(5,991.6	)	$	6,804.9

Condensed Consolidating Statements of Cash Flows
					Year Ended September 30, 2011
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net Cash Provided by Operating Activities	$	65.0		$	532.0		$	(88.0	)	$	(3.3	)	$	505.7
Cash Flows from Investing Activities
Business acquisitions, net of cash acquired		-			-			-			-			-
Additions to property and intangible assets		(19.9	)		(114.5	)		(6.7	)		-			(141.1	)
Proceeds from sale of property		-			.5			-			-			.5
Purchases of securities		(21.6	)		-			-			-			(21.6	)
Proceeds from sale or maturity of securities		23.4			-			-			-			23.4
Intercompany investments and advances		401.5			(415.3	)		13.8			-			-
Net Cash Provided (Used) by Investing Activities		383.4			(529.3	)		7.1			-			(138.8	)
Cash Flows from Financing Activities
Proceeds from issuance of long-term debt		-			-			-			-			-
Repayments of long-termdebt		(49.7	)		-			-			-			(49.7	)
Net borrowings under credit arrangements		(403.5	)		-			105.0			-			(298.5	)
Purchase of treasury stock		(1.5	)		-			-			-			(1.5	)
Proceeds and tax benefits from exercise of stock awards		13.5			-			-			-			13.5
Changes in book cash overdrafts		(5.3	)		(2.9	)		-			-			(8.2	)
Other, net		-			(.1	)		-			-			(.1	)
Net Cash (Used) Provided by Financing Activities		(446.5	)		(3.0	)		105.0			-			(344.5	)
Effect of Exchange Rate Changes on Cash		-			-			(1.7	)		-			(1.7	)
Net Increase (Decrease) in Cash and Cash Equivalents		1.9			(.3	)		22.4			(3.3	)		20.7
Cash and Cash Equivalents, Beginning of Period		.6			.3			28.4			-			29.3
Cash and Cash Equivalents, Endof Period	$	2.5		$	-		$	50.8		$	(3.3	)	$	50.0

					Year Ended September 30, 2010
		Parent			Guarantor Non-Guarantor
		Company			Subsidiaries Subsidiaries Consolidated
Net Cash Provided by Operating Activities	$	200.4		$	78.0		$	23.5		$	301.9
Cash Flows from Investing Activities
Business acquisitions, net of cash acquired		(178.4	)		(1,140.7	)		7.1			(1,312.0	)
Additions to property and intangible assets		(23.8	)		(91.1	)		(14.0	)		(128.9	)
Proceeds from sale of property		-			.4			.1			.5
Purchases of securities		(22.8	)		-			-			(22.8	)
Proceeds from sale or maturity of securities		24.8			-			-			24.8
Intercompany investments and advances		(1,129.9	)		1,138.8			(8.9	)		-
Net Cash Used by Investing Activities		(1,330.1	)		(92.6	)		(15.7	)		(1,438.4	)
Cash Flows from Financing Activities
Proceeds from issuance of long-term debt		653.2			-			-			653.2
Repayments of long-term debt		(95.3	)		-			-			(95.3	)
Net borrowings under credit arrangements		423.4			-			-			423.4
Purchase of treasury stock		(115.5	)		-			-			(115.5	)
Proceeds and taxbenefits from exercise of stock awards		9.4			-			-			9.4
Changes in book cash overdrafts		(8.4	)		14.9			-			6.5
Other, net		-			(.2	)		-			(.2	)
Net Cash Provided by Financing Activities		866.8			14.7			-			881.5
Effect of exchange rate changes on cash		-			-			1.5			1.5
Net (Decrease) Increase in Cash andCash Equivalents		(262.9	)		.1			9.3			(253.5	)
Cash and Cash Equivalents, Beginning of Period		263.5			.2			19.1			282.8
Cash and Cash Equivalents, Endof Period	$	.6		$	.3		$	28.4		$	29.3

				Year Ended September 30, 2009
		Parent		Guarantor Non-Guarantor
		Company Subsidiaries Subsidiaries Consolidated
Net Cash (Used) Provided by Operating Activities	$	(148.3	)	$	458.7		$	16.3		$	326.7
Cash Flows from Investing Activities
Business acquisitions, net of cash acquired		4.2			(59.2	)		-			(55.0	)
Additions to property and intangible assets		(33.2	)		(71.5	)		(10.3	)		(115.0	)
Proceeds from sale of property		-			.1			-			.1
Purchase of securities		(16.2	)		-			-			(16.2	)
Proceeds from sale or maturity of securities		13.5			82.4			-			95.9
Intercompany investments and advances		411.7			(416.2	)		4.5			-
Net Cash Provided (Used) by Investing Activities		380.0			(464.4	)		(5.8	)		(90.2	)
Cash Flows from Financing Activities
Proceeds from issuance of long-term debt		400.0			-			-			400.0
Repayment of long-term debt		(389.7	)		-			-			(389.7	)
Net repayments under credit arrangements		(22.1	)		-			-			(22.1	)
Proceeds and taxbenefits from exercise of stock awards		15.2			-			-			15.2
Change in book cash overdrafts		23.4			5.3			(.9	)		27.8
Other, net		(1.0	)		(.3	)		-			(1.3	)
Net Cash Provided (Used) by Financing Activities		25.8			5.0			(.9	)		29.9
Effect of exchange rate changes on cash		-			-			2.3			2.3
Net Increase (Decrease) in Cash and Cash Equivalents		257.5			(.7	)		11.9			268.7
Cash and Cash Equivalents, Beginning of Year		6.0			.9			7.2			14.1
Cash and Cash Equivalents, End of Year	$	263.5		$	.2		$	19.1		$	282.8

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Quarterly Financial Data (Unaudited)

12 Months Ended

Sep. 30, 2011

Quarterly Financial Data (Unaudited) [Abstract]

Quarterly Financial Data (Unaudited)

NOTE 21 – QUARTERLY FINANCIAL DATA (UNAUDITED)

     The results for any single quarter are not necessarily indicative of the Company's results for any other quarter or the full year. Selected quarterly financial data is shown below. The impairment of intangible assets, merger and integration costs, provision for legal settlement, and gain on forward sale contracts and sale of securities are described in Note 4, Note 3, Note 16, Note 6, and Note 7, respectively, and (along with amounts related to plant closures) are unusual or infrequently occurring items.

		First			Second			Third			Fourth			Total
		Quarter			Quarter			Quarter			Quarter			Year
Fiscal 2011
Net sales	$	1,173.3		$	1,172.6		$	1,171.9		$	1,223.2		$	4,741.0
Gross profit		318.0			340.0			289.7			295.1			1,242.8
Adjustments for economic hedges		4.8			6.0			(21.2	)		(18.5	)		(28.9	)
Post separation costs		-			-			-			(2.8	)		(2.8	)
Merger and integration costs		(.2	)		(.1	)		(1.2	)		(1.0	)		(2.5	)
Impairment of intangible assets		-			-			(32.1	)		(471.4	)		(503.5	)
Provision for legal settlement		(2.5	)		-			-			-			(2.5	)
Amounts related to plant closures		(.2	)		(.2	)		(2.4	)		(1.3	)		(4.1	)
Net earnings (loss)		71.3			83.3			28.3			(370.1	)		(187.2	)
Diluted earnings (loss) per share		1.28			1.50			.50			(6.72	)		(3.41	)
Fiscal 2010
Net sales	$	991.9		$	965.0		$	962.4		$	1,129.2		$	4,048.5
Gross profit		272.8			266.4			245.3			292.4			1,076.9
Merger and integration costs		(.6	)		(4.5	)		(13.5	)		(14.5	)		(33.1	)
Impairment of intangible assets		-			(20.5	)		-			(19.4	)		(39.9	)
Provision for legal settlement		-			-			-			(7.5	)		(7.5	)
Amounts related to plant closures		(.7	)		(.1	)		(.2	)		(1.5	)		(2.5	)
Net earnings		67.2			46.7			53.0			41.9			208.8
Diluted earnings per share		1.19			.84			.95			.76			3.74

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Subsequent Event (Details) (Sara Lee Corp Refrigerated Dough Business [Member], USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 30, 2011
Sara Lee Corp Refrigerated Dough Business [Member]
Subsequent Event [Line Items]
Business purchase	$ 545
Number of employee recruited	700

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Business Combinations (Merger And Integration Costs) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2009
Merger And Integration Costs [Line Items]
Merger and integration costs	$ 2.5	$ 33.1	$ 32.0
Cost Of Goods Sold [Member]
Merger And Integration Costs [Line Items]
Merger and integration costs		5.2	2.5
Selling, General, And Administrative Expense [Member]
Merger And Integration Costs [Line Items]
Merger and integration costs	0.6	6.4	29.5
Other Operating Expense, Net [Member]
Merger And Integration Costs [Line Items]
Merger and integration costs	$ 1.9	$ 21.5

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Pension And Other Postretirement Benefits (Tables)

12 Months Ended

Sep. 30, 2011

Pension And Other Postretirement Benefits [Abstract]

Schedule Of Change In Benefit Obligation And Fair Value Of Plan Assets, Statement Of Funded Status, And Amounts Recognized In The Consolidated Balance Sheet

		Pension Benefits							Other Benefits
		2011				2010			2011				2010
Change in benefit obligation
Benefit obligation at beginning of year	$	251.2		$	221.9			$	100.4			$	88.3
Service cost		6.1				6.7			2.6				2.9
Interest cost		13.0				13.1			5.4				5.2
Plan participants' contributions		.8				.8			-				-
Actuarial loss		24.8				18.3			19.9				5.7
Benefits paid		(11.4	)			(9.9	)		(1.7	)			(2.9	)
Medicare reimbursements		-				-			.2				.2
Amendments		-				.2			-				.9
Curtailments		(7.0	)			-			-				-
Currency translation		(.1	)			.1			(.1	)			.1
Benefit obligation at end of year	$	277.4		$	251.2			$	126.7		$	100.4
Change in fair value of plan assets
Fair value of plan assets at beginning of year	$	212.9		$	172.4			$	-			$	-
Actual return on plan assets		17.3				18.0			-				-
Employer contributions		21.7				31.6			1.5				2.7
Plan participants' contributions		.8				.8			-				-
Medicare reimbursements		-				-			.2				.2
Benefits paid		(11.4	)			(9.9	)		(1.7	)			(2.9	)
Currency translation		(.1	)			-			-				-
Fair value of plan assets at end of year	$	241.2		$	212.9			$	-			$	-
Funded status	$	(36.2	)		$	(38.3	)	$	(126.7	)	$	(100.4		)
Amounts recognized in assets or liabilities
Other current liabilities	$	(.6	)		$	(.6	)	$	(2.8	)		$	(2.5	)
Other liabilities		(35.6	)			(37.7	)		(123.9	)			(97.9	)
Net amount recognized	$	(36.2	)		$	(38.3	)	$	(126.7	)	$	(100.4		)
Amounts recognized in accumulated other
comprehensive loss
Net actuarial loss	$	93.5			$	79.1		$	32.0			$	12.3
Prior service cost (credit)		2.1				2.5			(3.8	)			(4.9	)
Total	$	95.6			$	81.6		$	28.2			$	7.4
Weighted-average assumptions used
to determine benefit obligation
Discount rate		4.80	%			5.40	%		5.03	%			5.40	%
Rate of compensation increase		3.00	%			3.25	%		3.00	%			3.25	%

Components Of Net Periodic Benefit Cost

					Pension Benefits									Other Benefits
		2011			2010			2009			2011			2010			2009
Components of net periodic benefit cost
Service cost	$	6.1		$	6.7		$	5.1		$	2.6		$	2.9		$	3.2
Interest cost		13.0			13.1			12.6			5.4			5.2			6.0
Expected return on plan assets		(18.8	)		(16.0	)		(15.2	)		-			-			-
Recognized net actuarial loss		5.0			3.8			.3			.2			-			-
Recognized prior service cost (credit)		.4			.3			.3			(1.1	)		(1.3	)		-
Net periodic benefit cost	$	5.7		$	7.9		$	3.1		$	7.1		$	6.8		$	9.2
Weighted-average assumptions used
to determine net benefit cost
Discount rate		5.40	%		6.00	%		7.30	%		5.40	%		6.00	%		7.30	%
Rate of compensation increase		3.25	%		3.25	%		3.25	%		3.25	%		3.25	%		3.25	%
Expected return on plan assets		8.75	%		8.75	%		8.75	%		n/a			n/a			n/a
Changes in plan assets and benefit
obligation recognized in other
comprehensive income
Net loss	$	19.3		$	16.3		$	32.8		$	19.9		$	5.7		$	7.1
Recognized loss		(5.0	)		(3.8	)		(.3	)		(.2	)		-			-
Prior service cost (credit)		-			.2			3.0			-			.9			(7.1	)
Recognized prior service (cost) credit		(.4	)		(.3	)		(.3	)		1.1			1.3			-
Total recognized in other comprehensive
income (before tax effects)	$	13.9		$	12.4		$	35.2		$	20.8		$	7.9		$	-

Pension Plan Assets Measured At Fair Value On A Recurring Basis

				September 30, 2011						September 30, 2010
		Total		Level 1		Level 2		Level 3		Total		Level 2	Level 3
Mutual funds:
Equities	$	117.5	$	-	$	117.5	$	-	$	151.0	$	151.0	$	-
Fixed income		100.6		-		100.6		-		57.3		57.3		-
Real assets		17.1		-		17.1		-		-		-		-
		235.2		-		235.2		-		208.3		208.3		-
Cash & cash equivalents		.6		.6		-		-		-		-		-
Partnership/joint
venture interests		5.4		-		-		5.4		4.6		-		4.6
	$	241.2	$	.6	$	235.2	$	5.4	$	212.9	$	208.3	$	4.6

Changes In Fair Value Of Partnership/Joint Venture Interests

		September 30,
		2011			2010
Balance, beginning of year	$	4.6		$	3.5
Total gains or losses (realized/unrealized)		1.1			.7
Purchases, sales, issuances, and settlements, net		(.3	)		.4
Balance, end of year	$	5.4		$	4.6

Schedule Of Changes In Accumulated Postretirement Benefit Obligation

		Increase		Decrease
Effect on postretirement benefit obligation	$	23.1	$	(18.6	)
Effect on total service and interest cost		1.6		(1.3	)

Schedule Of Expected Future Benefit Payments

		2012		2013		2014		2015		2016		2017-2021
Pension benefits	$	10.7	$	11.1	$	11.9	$	13.0	$	13.9	$	82.3
Other benefits		3.0		3.1		3.4		3.8		4.2		37.5
Subsidy receipts		.2		.2		.2		.2		.2		2.0

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Subsequent Event

12 Months Ended

Sep. 30, 2011

Subsequent Event [Abstract]

Subsequent Event

NOTE 23 – SUBSEQUENT AND PENDING EVENTS

     On October 3, 2011, Ralcorp completed the acquisition of the North American private brand refrigerated dough business of Sara Lee Corp. The refrigerated dough business is a leading manufacturer and distributor of a full range of private brand refrigerated dough products in the U.S. To fund the $545 transaction, Ralcorp entered into a short-term financing arrangement that is expected to be repaid with a portion of the proceeds generated by financing to be incurred in connection with the separation of its Post cereals business (discussed in the following paragraph). The refrigerated dough business, which will operate as part of the Frozen Bakery Products segment, employs approximately 700 people and has manufacturing and distribution facilities in Carrollton, Texas and Forest Park, Georgia. Because the initial accounting for this business combination is incomplete, the Company cannot currently provide all of the disclosures required for a business combination. The identification and valuation of acquired intangible assets, the appraisal of acquired property, and other significant accounting analyses have not been completed. Therefore, the Company cannot currently determine and disclose the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. Similarly, the Company cannot currently determine and disclose revenue and earnings of Ralcorp as though this business combination had occurred as of the beginning of each of the periods presented (supplemental pro forma information). Among other pro forma adjustments, the calculation of this supplemental pro forma information requires adjustments for amortization of intangible assets, which will be based upon the fair value and estimated useful lives of acquired intangible assets. While goodwill associated with the acquisition is expected to be attributable to the assembled workforce of the acquired business and the significant synergies and opportunities expected from the combination of the acquired business with existing Ralcorp businesses (especially the businesses in the Frozen Bakery Products segment), the amount of that goodwill has not yet been determined. Similarly, while goodwill is expected to be deductible for tax purposes, the amount of that goodwill for tax purposes has not yet been determined.

     On July 14, 2011, Ralcorp announced that its board of directors agreed in principle to separate Ralcorp and Post (the Branded Cereal Products segment) in a tax-free spin-off to Ralcorp shareholders. At or prior to this transaction, Post is expected to issue debt, with a portion of the proceeds going to Ralcorp. This transaction remains subject to receipt of an Internal Revenue Service ruling, final approval by Ralcorp's board of directors and other customary conditions, but is expected to be completed in the first half of fiscal 2012.

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Summary Of Significant Accounting Policies (Policy)

12 Months Ended

Sep. 30, 2011

Summary Of Significant Accounting Policies [Abstract]

Basis Of Consolidation

     Basis of Consolidation The financial statements are presented on a consolidated basis and include the accounts of Ralcorp and its majority-owned subsidiaries, except Ralcorp Receivables Corporation prior to fiscal 2011 (see Note 11). All significant intercompany transactions have been eliminated. The Company's investment in Vail Resorts, Inc. was presented on the equity basis through June 2009 (see Note 6).

Estimates

     Estimates – The financial statements have been prepared in conformity with generally accepted accounting principles, which require management to make estimates and assumptions that affect reported amounts and disclosures. Actual results could differ from those estimates and assumptions.

Cash Equivalents

     Cash Equivalents include all highly liquid investments with original maturities of less than three months.

Receivables

     Receivables are reported at net realizable value. This value includes appropriate allowances for doubtful accounts, cash discounts, and other amounts which the Company does not ultimately expect to collect. The Company calculates the allowance for doubtful accounts based on historical losses and the economic status of, and its relationship with, its customers, especially those identified as "at risk." A receivable is considered past due if payments have not been received within the agreed upon invoice terms. Receivables are written off against the allowance when the customer files for bankruptcy protection or is otherwise deemed to be uncollectible based upon the Company's evaluation of the customer's solvency. The Company's primary concentration of credit risk is related to certain trade accounts receivable due from several highly leveraged or "at risk" customers. At September 30, 2011 and 2010, the amount of such receivables was immaterial. Consideration was given to the economic status of these customers when determining the appropriate allowance for doubtful accounts (see Note 12) and the fair value of the Company's subordinated retained interest in accounts receivable (see Note 11).

Inventories

     Inventories are generally valued at the lower of average cost (determined on a first-in, first-out basis) or market. Reported amounts have been reduced by an allowance for obsolete product and packaging materials based on a review of inventories on hand compared to estimated future usage and sales.

Derivative Financial Instruments And Hedging

     Derivative Financial Instruments and Hedging – The Company enters into derivative contracts as hedges. Earnings impacts for all hedges are reported in the statement of operations within the same line item as the gain or loss on the item or transaction being hedged. Since the hedging activities relate to operations, related cash flows are included in the statement of cash flows in cash flows from operating activities. Hedge accounting is only applied when the qualifying criteria are met, including the requirement that the derivative is deemed to be highly effective at offsetting changes in fair values or anticipated cash flows of the hedged item or transaction and other. For a fair value hedge of a recognized asset or liability or unrecognized firm commitment, the entire change in fair value of the derivative is recorded in earnings as incurred, along with a corresponding change in fair value of the hedged item. For a cash flow hedge of an anticipated transaction, the ineffective portion of the change in fair value of the derivative is recorded in earnings as incurred, whereas the effective portion is deferred in accumulated other comprehensive income (loss) in the balance sheet until the transaction is realized, at which time any deferred hedging gains or losses are recorded in earnings. Certain derivative contracts do not meet the criteria for cash flow hedge accounting or simply are not designated as hedging instruments; nonetheless, they are used as economic hedges of exposures to changes in commodity costs. Realized and unrealized gains and losses on such contracts are recognized in earnings at a corporate level but not allocated to affect segment profit until the hedged exposure affects earnings. For more information about the Company's hedging activities, see Note 13.

Property

     Property is recorded at cost, and depreciation expense is provided on a straight-line basis over the estimated useful lives of the properties. With a few minor exceptions, estimated useful lives are up to 15 years for machinery and equipment and up to 30 years for buildings and leasehold improvements. Leasehold improvements are depreciated over the remaining original lease term. Total depreciation expense was $148.3, $117.5, and $102.4 in fiscal 2011, 2010, and 2009, respectively. Repair and maintenance costs incurred in connection with planned major maintenance activities are accounted for under the direct expensing method. At September 30, property consisted of:

		2011			2010
Land	$	42.1		$	42.7
Buildings and leasehold improvements		381.0			372.7
Machinery and equipment		1,455.9			1,368.5
Construction in progress		90.4			74.6
		1,969.4			1,858.5
Accumulated depreciation		(774.1	)		(639.5	)
	$	1,195.3		$	1,219.0

Other Intangible Assets

     Other Intangible Assets consist of computer software purchased or developed for internal use and customer relationships, trademarks, computer software, and miscellaneous intangibles acquired in business combinations (see Note 3). Amortization expense related to intangible assets is provided on a straight-line basis over the estimated useful lives of the assets. For the intangible assets recorded as of September 30, 2011, amortization expense of $79.3, $70.9, $66.1, $61.3, and $56.2 is scheduled for fiscal 2012, 2013, 2014, 2015, and 2016, respectively. Other intangible assets consisted of:

	September 30, 2011							September 30, 2010
		Carrying		Accum.			Net		Carrying		Accum.			Net
		Amount		Amort.			Amount		Amount		Amort.			Amount
Subject to amortization:
Computer software	$	75.3	$	(46.2	)	$	29.1	$	66.0	$	(38.4	)	$	27.6
Customer relationships		836.9		(176.8	)		660.1		840.1		(115.9	)		724.2
Trademarks/brands		126.5		(26.6	)		99.9		126.5		(19.3	)		107.2
Other		13.1		(10.1	)		3.0		13.1		(8.2	)		4.9
		1,051.8		(259.7	)		792.1		1,045.7		(181.8	)		863.9
Not subject to amortization:
Trademarks/brands		724.4		-			724.4		863.1		-			863.1
	$	1,776.2	$	(259.7	)	$	1,516.5	$	1,908.8	$	(181.8	)	$	1,727.0

Recoverability Of Assets

     Recoverability of Assets – The Company continually evaluates whether events or circumstances have occurred which might impair the recoverability of the carrying value of its assets, including property, identifiable intangibles, and goodwill. An assessment of indefinite life assets (including goodwill and brand trademarks) is performed during the fourth quarter in conjunction with the annual forecasting process. In addition, intangible assets are reassessed as needed when information becomes available that is believed to negatively impact the fair market value of an asset. In general, an asset is deemed impaired and written down to its fair value if estimated related future cash flows are less than its carrying amount. The Company estimates the fair value of its trademarks (intangible asset) using an income-based approach (the relief-from-royalty method).

     In September 2011, a trademark impairment loss of $106.6 was recognized primarily related to the Post Honey Bunches of Oats, Post Selects, and Post trademarks in the Branded Cereal Products segment. Based upon a preliminary review of the Post business conducted by the newly appointed Post management team in October, sales declines in the fourth quarter and continuing into October, and weakness in the branded ready-to-eat cereal category and the broader economy, management determined that additional strategic steps were needed to stabilize the business and the competitive position of its brands. The impact of these steps is the reduction of expected net sales growth rates and profitability of certain brands in the near term, thereby resulting in the trademark impairment. In June 2011, a trademark impairment loss of $32.1 million was recognized related to the Post Shredded Wheat and Grape-Nuts trademarks based on reassessments triggered by the announced separation of Post from Ralcorp. The trademark impairment was due to reductions in anticipated future sales as a result of competition, lack of consumer response to advertising and promotions for these brands, and further reallocations of advertising and promotion expenditures to higher-return brands. These factors, particularly the lower than expected revenues during 2011 and further declines in market share, led us to lower royalty rates for both the Shredded Wheat and Grape-Nuts brands as well as further reduce future sales growth rates, resulting in a partial impairment of both brands.

     These fair value measurements fell within Level 3 of the fair value hierarchy as described in Note 14. The trademark impairment loss is reported in "Impairment of intangible assets" and, for 2011, is combined with a goodwill impairment loss. See Note 4 for information about goodwill impairments.

Investments

Investments – The Company funds a portion of its deferred compensation liability by investing in certain mutual funds in the same amounts as selected by the participating employees. Because management's intent is to invest in a manner that matches the deferral options chosen by the participants and those participants can elect to transfer amounts in or out of each of the designated deferral options at any time, these investments have been classified as trading assets and are stated at fair value in "Other Assets." Both realized and unrealized gains and losses on these assets are included in "Selling, general and administrative expenses" and offset the related change in the deferred compensation liability.

Revenue

     Revenue is recognized when title of goods is transferred to the customer, as specified by the shipping terms. Net sales reflect gross sales, including amounts billed to customers for shipping and handling, less sales discounts and allowances (including promotional price buy downs, and new item promotional funding). Customer trade allowances are generally computed as a percentage of gross sales. Products are generally sold with no right of return except in the case of goods which do not meet product specifications or are damaged, and related reserves are maintained based on return history. If additional rights of return are granted, revenue recognition is deferred. Estimated reductions to revenue for customer incentive offerings are based upon customers' redemption history.

Cost Of Products Sold

     Cost of Products Sold includes, among other things, inbound and outbound freight costs and depreciation expense related to assets used in production, while storage and other warehousing costs are included in "Selling, general, and administrative expenses." Storage and other warehousing costs totaled $144.7, $127.6, and $111.6 in fiscal 2011, 2010, and 2009, respectively.

Advertising

     Advertising costs are expensed as incurred except for costs of producing media advertising such as television commercials or magazine advertisements, which are deferred until the first time the advertising takes place. The amount reported as assets on the balance sheet was insignificant as of September 30, 2011 and 2010.

Stock-Based Compensation

     Stock-based Compensation – The Company recognizes the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of those awards (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award – the requisite service period (usually the vesting period). The Company followed the nominal vesting period approach prior to October 1, 2005 (for pro forma disclosure purposes) and must continue following that approach for awards outstanding as of that date, but applies the non-substantive vesting period approach to new grants that have retirement eligibility provisions. See Note 19 for disclosures related to stock-based compensation.

Income Tax Expense

     Income Tax Expense is estimated based on taxes in each jurisdiction and includes the effects of both current tax exposures and the temporary differences resulting from differing treatment of items for tax and financial reporting purposes. These temporary differences result in deferred tax assets and liabilities. A valuation allowance is established against the related deferred tax assets to the extent that it is not more likely than not that the future benefits will be realized. Reserves are recorded for estimated exposures associated with the Company's tax filing positions, which are subject to periodic audits by governmental taxing authorities. Interest due to an underpayment of income taxes is classified as income taxes. The Company considers the undistributed earnings of its foreign subsidiaries to be permanently invested, so no U.S. taxes have been provided for those earnings. See Note 5 for disclosures related to income taxes.

Reclassifications

     Reclassifications – Certain prior years' amounts have been reclassified to conform to the current year's presentation.

XML

Summary Of Significant Accounting Policies

12 Months Ended

Sep. 30, 2011

Summary Of Significant Accounting Policies [Abstract]

Summary Of Significant Accounting Policies

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Consolidation The financial statements are presented on a consolidated basis and include the accounts of Ralcorp and its majority-owned subsidiaries, except Ralcorp Receivables Corporation prior to fiscal 2011 (see Note 11). All significant intercompany transactions have been eliminated. The Company's investment in Vail Resorts, Inc. was presented on the equity basis through June 2009 (see Note 6).

     Estimates – The financial statements have been prepared in conformity with generally accepted accounting principles, which require management to make estimates and assumptions that affect reported amounts and disclosures. Actual results could differ from those estimates and assumptions.

     Cash Equivalents include all highly liquid investments with original maturities of less than three months.

     Receivables are reported at net realizable value. This value includes appropriate allowances for doubtful accounts, cash discounts, and other amounts which the Company does not ultimately expect to collect. The Company calculates the allowance for doubtful accounts based on historical losses and the economic status of, and its relationship with, its customers, especially those identified as "at risk." A receivable is considered past due if payments have not been received within the agreed upon invoice terms. Receivables are written off against the allowance when the customer files for bankruptcy protection or is otherwise deemed to be uncollectible based upon the Company's evaluation of the customer's solvency. The Company's primary concentration of credit risk is related to certain trade accounts receivable due from several highly leveraged or "at risk" customers. At September 30, 2011 and 2010, the amount of such receivables was immaterial. Consideration was given to the economic status of these customers when determining the appropriate allowance for doubtful accounts (see Note 12) and the fair value of the Company's subordinated retained interest in accounts receivable (see Note 11).

     Inventories are generally valued at the lower of average cost (determined on a first-in, first-out basis) or market. Reported amounts have been reduced by an allowance for obsolete product and packaging materials based on a review of inventories on hand compared to estimated future usage and sales.

     Derivative Financial Instruments and Hedging – The Company enters into derivative contracts as hedges. Earnings impacts for all hedges are reported in the statement of operations within the same line item as the gain or loss on the item or transaction being hedged. Since the hedging activities relate to operations, related cash flows are included in the statement of cash flows in cash flows from operating activities. Hedge accounting is only applied when the qualifying criteria are met, including the requirement that the derivative is deemed to be highly effective at offsetting changes in fair values or anticipated cash flows of the hedged item or transaction and other. For a fair value hedge of a recognized asset or liability or unrecognized firm commitment, the entire change in fair value of the derivative is recorded in earnings as incurred, along with a corresponding change in fair value of the hedged item. For a cash flow hedge of an anticipated transaction, the ineffective portion of the change in fair value of the derivative is recorded in earnings as incurred, whereas the effective portion is deferred in accumulated other comprehensive income (loss) in the balance sheet until the transaction is realized, at which time any deferred hedging gains or losses are recorded in earnings. Certain derivative contracts do not meet the criteria for cash flow hedge accounting or simply are not designated as hedging instruments; nonetheless, they are used as economic hedges of exposures to changes in commodity costs. Realized and unrealized gains and losses on such contracts are recognized in earnings at a corporate level but not allocated to affect segment profit until the hedged exposure affects earnings. For more information about the Company's hedging activities, see Note 13.

     Property is recorded at cost, and depreciation expense is provided on a straight-line basis over the estimated useful lives of the properties. With a few minor exceptions, estimated useful lives are up to 15 years for machinery and equipment and up to 30 years for buildings and leasehold improvements. Leasehold improvements are depreciated over the remaining original lease term. Total depreciation expense was $148.3, $117.5, and $102.4 in fiscal 2011, 2010, and 2009, respectively. Repair and maintenance costs incurred in connection with planned major maintenance activities are accounted for under the direct expensing method. At September 30, property consisted of:

		2011			2010
Land	$	42.1		$	42.7
Buildings and leasehold improvements		381.0			372.7
Machinery and equipment		1,455.9			1,368.5
Construction in progress		90.4			74.6
		1,969.4			1,858.5
Accumulated depreciation		(774.1	)		(639.5	)
	$	1,195.3		$	1,219.0

     Other Intangible Assets consist of computer software purchased or developed for internal use and customer relationships, trademarks, computer software, and miscellaneous intangibles acquired in business combinations (see Note 3). Amortization expense related to intangible assets is provided on a straight-line basis over the estimated useful lives of the assets. For the intangible assets recorded as of September 30, 2011, amortization expense of $79.3, $70.9, $66.1, $61.3, and $56.2 is scheduled for fiscal 2012, 2013, 2014, 2015, and 2016, respectively. Other intangible assets consisted of:

	September 30, 2011							September 30, 2010
		Carrying		Accum.			Net		Carrying		Accum.			Net
		Amount		Amort.			Amount		Amount		Amort.			Amount
Subject to amortization:
Computer software	$	75.3	$	(46.2	)	$	29.1	$	66.0	$	(38.4	)	$	27.6
Customer relationships		836.9		(176.8	)		660.1		840.1		(115.9	)		724.2
Trademarks/brands		126.5		(26.6	)		99.9		126.5		(19.3	)		107.2
Other		13.1		(10.1	)		3.0		13.1		(8.2	)		4.9
		1,051.8		(259.7	)		792.1		1,045.7		(181.8	)		863.9
Not subject to amortization:
Trademarks/brands		724.4		-			724.4		863.1		-			863.1
	$	1,776.2	$	(259.7	)	$	1,516.5	$	1,908.8	$	(181.8	)	$	1,727.0

     Recoverability of Assets – The Company continually evaluates whether events or circumstances have occurred which might impair the recoverability of the carrying value of its assets, including property, identifiable intangibles, and goodwill. An assessment of indefinite life assets (including goodwill and brand trademarks) is performed during the fourth quarter in conjunction with the annual forecasting process. In addition, intangible assets are reassessed as needed when information becomes available that is believed to negatively impact the fair market value of an asset. In general, an asset is deemed impaired and written down to its fair value if estimated related future cash flows are less than its carrying amount. The Company estimates the fair value of its trademarks (intangible asset) using an income-based approach (the relief-from-royalty method).

     In September 2011, a trademark impairment loss of $106.6 was recognized primarily related to the Post Honey Bunches of Oats, Post Selects, and Post trademarks in the Branded Cereal Products segment. Based upon a preliminary review of the Post business conducted by the newly appointed Post management team in October, sales declines in the fourth quarter and continuing into October, and weakness in the branded ready-to-eat cereal category and the broader economy, management determined that additional strategic steps were needed to stabilize the business and the competitive position of its brands. The impact of these steps is the reduction of expected net sales growth rates and profitability of certain brands in the near term, thereby resulting in the trademark impairment. In June 2011, a trademark impairment loss of $32.1 million was recognized related to the Post Shredded Wheat and Grape-Nuts trademarks based on reassessments triggered by the announced separation of Post from Ralcorp. The trademark impairment was due to reductions in anticipated future sales as a result of competition, lack of consumer response to advertising and promotions for these brands, and further reallocations of advertising and promotion expenditures to higher-return brands. These factors, particularly the lower than expected revenues during 2011 and further declines in market share, led us to lower royalty rates for both the Shredded Wheat and Grape-Nuts brands as well as further reduce future sales growth rates, resulting in a partial impairment of both brands.

     These fair value measurements fell within Level 3 of the fair value hierarchy as described in Note 14. The trademark impairment loss is reported in "Impairment of intangible assets" and, for 2011, is combined with a goodwill impairment loss. See Note 4 for information about goodwill impairments.

Investments – The Company funds a portion of its deferred compensation liability by investing in certain mutual funds in the same amounts as selected by the participating employees. Because management's intent is to invest in a manner that matches the deferral options chosen by the participants and those participants can elect to transfer amounts in or out of each of the designated deferral options at any time, these investments have been classified as trading assets and are stated at fair value in "Other Assets." Both realized and unrealized gains and losses on these assets are included in "Selling, general and administrative expenses" and offset the related change in the deferred compensation liability.

     Revenue is recognized when title of goods is transferred to the customer, as specified by the shipping terms. Net sales reflect gross sales, including amounts billed to customers for shipping and handling, less sales discounts and allowances (including promotional price buy downs, and new item promotional funding). Customer trade allowances are generally computed as a percentage of gross sales. Products are generally sold with no right of return except in the case of goods which do not meet product specifications or are damaged, and related reserves are maintained based on return history. If additional rights of return are granted, revenue recognition is deferred. Estimated reductions to revenue for customer incentive offerings are based upon customers' redemption history.

     Cost of Products Sold includes, among other things, inbound and outbound freight costs and depreciation expense related to assets used in production, while storage and other warehousing costs are included in "Selling, general, and administrative expenses." Storage and other warehousing costs totaled $144.7, $127.6, and $111.6 in fiscal 2011, 2010, and 2009, respectively.

     Advertising costs are expensed as incurred except for costs of producing media advertising such as television commercials or magazine advertisements, which are deferred until the first time the advertising takes place. The amount reported as assets on the balance sheet was insignificant as of September 30, 2011 and 2010.

     Stock-based Compensation – The Company recognizes the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of those awards (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award – the requisite service period (usually the vesting period). The Company followed the nominal vesting period approach prior to October 1, 2005 (for pro forma disclosure purposes) and must continue following that approach for awards outstanding as of that date, but applies the non-substantive vesting period approach to new grants that have retirement eligibility provisions. See Note 19 for disclosures related to stock-based compensation.

     Income Tax Expense is estimated based on taxes in each jurisdiction and includes the effects of both current tax exposures and the temporary differences resulting from differing treatment of items for tax and financial reporting purposes. These temporary differences result in deferred tax assets and liabilities. A valuation allowance is established against the related deferred tax assets to the extent that it is not more likely than not that the future benefits will be realized. Reserves are recorded for estimated exposures associated with the Company's tax filing positions, which are subject to periodic audits by governmental taxing authorities. Interest due to an underpayment of income taxes is classified as income taxes. The Company considers the undistributed earnings of its foreign subsidiaries to be permanently invested, so no U.S. taxes have been provided for those earnings. See Note 5 for disclosures related to income taxes.

     Reclassifications – Certain prior years' amounts have been reclassified to conform to the current year's presentation.

XML

Summary Of Significant Accounting Policies (Tables)

12 Months Ended

Sep. 30, 2011

Summary Of Significant Accounting Policies [Abstract]

Summary Of Property

		2011			2010
Land	$	42.1		$	42.7
Buildings and leasehold improvements		381.0			372.7
Machinery and equipment		1,455.9			1,368.5
Construction in progress		90.4			74.6
		1,969.4			1,858.5
Accumulated depreciation		(774.1	)		(639.5	)
	$	1,195.3		$	1,219.0

Other Intangible Assets

	September 30, 2011							September 30, 2010
		Carrying		Accum.			Net		Carrying		Accum.			Net
		Amount		Amort.			Amount		Amount		Amort.			Amount
Subject to amortization:
Computer software	$	75.3	$	(46.2	)	$	29.1	$	66.0	$	(38.4	)	$	27.6
Customer relationships		836.9		(176.8	)		660.1		840.1		(115.9	)		724.2
Trademarks/brands		126.5		(26.6	)		99.9		126.5		(19.3	)		107.2
Other		13.1		(10.1	)		3.0		13.1		(8.2	)		4.9
		1,051.8		(259.7	)		792.1		1,045.7		(181.8	)		863.9
Not subject to amortization:
Trademarks/brands		724.4		-			724.4		863.1		-			863.1
	$	1,776.2	$	(259.7	)	$	1,516.5	$	1,908.8	$	(181.8	)	$	1,727.0

XML

Pension And Other Postretirement Benefits (Pension Plan Assets Measured At Fair Value On A Recurring Basis) (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2009
Defined Benefit Plan Disclosure [Line Items]
Pension plan assets measured at fair value on a recurring basis	$ 241.2	$ 212.9
Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Pension plan assets measured at fair value on a recurring basis	0.6
Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Pension plan assets measured at fair value on a recurring basis	235.2	208.3
Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Pension plan assets measured at fair value on a recurring basis	5.4
Partnership/Joint Venture Interests [Member]
Defined Benefit Plan Disclosure [Line Items]
Pension plan assets measured at fair value on a recurring basis	5.4	4.6	3.5
Partnership/Joint Venture Interests [Member] | Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Pension plan assets measured at fair value on a recurring basis	5.4
Cash & Cash Equivalents [Member]
Defined Benefit Plan Disclosure [Line Items]
Pension plan assets measured at fair value on a recurring basis	0.6
Cash & Cash Equivalents [Member] | Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Pension plan assets measured at fair value on a recurring basis	0.6
Real Assets [Member]
Defined Benefit Plan Disclosure [Line Items]
Pension plan assets measured at fair value on a recurring basis	17.1
Real Assets [Member] | Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Pension plan assets measured at fair value on a recurring basis	17.1
Equities [Member]
Defined Benefit Plan Disclosure [Line Items]
Pension plan assets measured at fair value on a recurring basis	117.5	151.0
Equities [Member] | Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Pension plan assets measured at fair value on a recurring basis	117.5	151.0
Mutual Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Pension plan assets measured at fair value on a recurring basis	235.2	208.3
Mutual Funds [Member] | Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Pension plan assets measured at fair value on a recurring basis	235.2	208.3
Mutual Funds [Member] | Fixed Income [Member]
Defined Benefit Plan Disclosure [Line Items]
Pension plan assets measured at fair value on a recurring basis	100.6	57.3
Mutual Funds [Member] | Fixed Income [Member] | Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Pension plan assets measured at fair value on a recurring basis	$ 100.6	$ 57.3

XML

Allowance For Doubtful Accounts (Tables)

12 Months Ended

Sep. 30, 2011

Allowance For Doubtful Accounts [Abstract]

Allowance For Doubtful Accounts

		2011			2010			2009
Balance, beginning of year	$	1.1		$	2.0		$	.4
Provision charged to expense		-			(.9	)		2.1
Write-offs, less recoveries		(.1	)		(.3	)		.1
Transfers to/from Ralcorp Receivables Corporation		1.1			.3			(.6	)
Balance, end of year	$	2.1		$	1.1		$	2.0

XML

Business Combinations (Narrative) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended			0 Months Ended			0 Months Ended		12 Months Ended						0 Months Ended		12 Months Ended
	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2010	Dec. 31, 2009	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2009	Jun. 25, 2010 Sepps Gourmet Foods Ltd [Member]	Jul. 27, 2010 American Italian Pasta Company [Member]	Sep. 30, 2010 American Italian Pasta Company [Member]	May 31, 2010 J.T. Bakeries Inc. And North American Banking Ltd. [Member]	Mar. 20, 2009 Harvest Manor Farms, LLC [Member] years	Sep. 30, 2011 Harvest Manor Farms, LLC [Member]	Sep. 30, 2010 Harvest Manor Farms, LLC [Member]	Sep. 30, 2009 Harvest Manor Farms, LLC [Member]	Sep. 30, 2011 Parent Company [Member]	Sep. 30, 2010 Parent Company [Member]	Sep. 30, 2009 Parent Company [Member]	Jul. 27, 2010 Customer Relationships [Member] American Italian Pasta Company [Member] years	Jul. 27, 2010 Trademarks/Brands [Member] American Italian Pasta Company [Member] years	Sep. 30, 2011 Fiscal Year 2010 [Member]	Sep. 30, 2010 Fiscal Year 2010 [Member]
Business Acquisition [Line Items]
Date of acquisition												June 25, 2010	July 27, 2010		May 31, 2010	March 20, 2009
Number of businesses acquired																										3
Net sales from acquisition included in statement of earnings																	$ 246.8	$ 210.8	$ 90.5						$ 138.0	$ 46.6
Operating profit, net of amortization expense									78.2	49.3	42.3									10.7	6.3	5.6			4.1	1.2
Operating profit from acquisition included in statement of earnings																	17.5	13.2	5.5						6.6	2.0
Merger and integration costs	1.0	1.2	0.1	0.2	14.5	13.5	4.5	0.6	2.5	33.1	32.0
Cash paid per common stock													$ 53.00
Acquired finite-lived intangible assets																							372.2	12.2
Other intangible assets														568.2										193.0
Weighted average useful life (years)																13							16	15
Acquired indefinite-lived intangible assets																								180.8
Inventory valuation adjustment													$ 3.9

XML

Derivative Financial Instruments And Hedging (Notional Amounts Of Derivative Instruments Held) (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2007	Sep. 30, 2011 Raw Materials [Member]	Sep. 30, 2010 Raw Materials [Member]	Sep. 30, 2011 Natural Gas [Member]	Sep. 30, 2010 Natural Gas [Member]	Sep. 30, 2011 Other Fuel [Member]	Sep. 30, 2010 Other Fuel [Member]	Sep. 30, 2011 Currency [Member]	Sep. 30, 2010 Currency [Member]
Derivative [Line Items]
Notional amount of derivatives, non-currency	4,950,000	1,395,470,000	679,393,000	3,885,000	3,200,000	12,966,000	8,001,000
Notional amount of derivatives, currency								$ 83,250	$ 69,450

XML

Consolidated Statements Of Operations (USD $) In Millions, except Share data in Thousands, unless otherwise specified	12 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2009
Consolidated Statements Of Earnings [Abstract]
Net Sales	$ 4,741.0	$ 4,048.5	$ 3,891.9
Cost of goods sold	(3,498.2)	(2,971.6)	(2,834.1)
Gross Profit	1,242.8	1,076.9	1,057.8
Selling, general and administrative expenses	(618.4)	(528.1)	(564.3)
Amortization of intangible assets	(78.2)	(49.3)	(42.3)
Impairment of intangible assets	(503.5)	(39.9)
Other operating expenses, net	(12.9)	(37.7)	(2.9)
Operating Profit	29.8	421.9	448.3
Interest expense, net	(134.0)	(107.8)	(99.0)
Gain on forward sale contracts			17.6
Gain on sale of securities			70.6
(Loss) earnings before income taxes and equity earnings	(104.2)	314.1	437.5
Income taxes	(83.0)	(105.3)	(156.9)
(Loss) Earnings before Equity Earnings	(187.2)	208.8	280.6
Equity in earnings of Vail Resorts, Inc., net of related deferred income taxes			9.8
Net (Loss) Earnings	$ (187.2)	$ 208.8	$ 290.4
Basic (Loss) Earnings per Share	$ (3.41)	$ 3.79	$ 5.16
Diluted (Loss) Earnings per Share	$ (3.41)	$ 3.74	$ 5.09
Weighted Average Shares for Basic Earnings per Share	54,812	54,933	56,166
Dilutive effect of:
Stock options		308	437
Restricted stock awards		192	207
Stock appreciation rights		189	151
Weighted Average Shares for Diluted Earnings per Share	54,812	55,622	56,961

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Stock-Based Compensation Plans (Tables)

12 Months Ended

Sep. 30, 2011

Fair Value Assumptions

		Stock-Settled SARs Granted									Cash-Settled SARs Outstanding
		[Fair Value at Grant Date]									[Fair Value at Year End]
		2011			2010			2009			2011			2010		2009
Expected term		6.0 years			6.1 years			7.0 years			5.0 years			6.0 years		n/a
Expected stock price volatility		30.0	%		30.4	%		30.5	%		30.0	%		30.0	%	n/a
Risk-free interest rate		1.74	%		2.07	%		2.70	%		0.96	%		1.58	%	n/a
Expected dividends		0	%		0	%		0	%		0	%		0	%	n/a
Fair value (per right)	$	20.26		$	19.19		$	22.68		$	30.27		$	19.16		n/a

Stock Option Activity

				Weighted	Weighted
				Average	Average
	Shares			Exercise	Remaining		Aggregate
	Under			Price	Contractual		Intrinsic
	Option			Per Share	Term		Value
Outstanding at September 30, 2010	743,526		$	29.62
Granted	-			-
Exercised	(268,902	)		28.52
Forfeited	-			-
Outstanding at September 30, 2011	474,624			30.24	2.0 years	$	22.1

Summary Of Restricted Stock Awards Activity

				Weighted
				Average
				Grant Date
				Fair Value
	Number			Per Share
Nonvested at September 30, 2010	436,765		$	53.25
Granted	766			65.23
Vested	(84,521	)		49.88
Forfeited	(12,500	)		56.27
Nonvested at September 30, 2011	340,510			54.00

Stock-Settled Stock Appreciation Rights [Member]

Stock Appreciation Rights Activity

				Weighted	Weighted
	Stock-Settled			Average	Average
	Stock			Exercise	Remaining		Aggregate
	Appreciation			Price	Contractual		Intrinsic
	Rights			Per Share	Term		Value
Outstanding at September 30, 2010	2,737,553		$	55.58
Granted	35,000			62.41
Exercised	(128,206	)		51.85
Forfeited	(53,001	)		59.85
Outstanding at September 30, 2011	2,591,346			55.77	7.0 years	$	54.3
Vested and expected to vest
as of September 30, 2011	2,559,441			55.72	7.0 years		53.7
Exercisable at September 30, 2011	1,172,833			51.81	5.5 years		29.2

Cash-Settled Stock Appreciation Rights [Member]

Stock Appreciation Rights Activity

				Weighted	Weighted
	Cash-Settled			Average	Average
	Stock			Exercise	Remaining		Aggregate
	Appreciation			Price	Contractual		Intrinsic
	Rights			Per Share	Term		Value
Outstanding at September 30, 2010	51,000		$	57.45
Granted	-			-
Exercised	(1,500	)		57.45
Forfeited	(2,000	)		57.45
Outstanding at September 30, 2011	47,500			57.45	8.6 years	$	914.9
Vested and expected to vest
as of September 30, 2011	44,965			57.45	8.6 years		866.0
Exercisable at September 30, 2011	2,000			57.45	0.2 years		38.5

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Condensed Financial Statements Of Guarantors (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 30, 2011
Condensed Financial Statements Of Guarantors [Abstract]
Senior Notes	$ 750.0
Percentage of collateralized securities	65.00%

XML

Consolidated Statements Of Shareholders' Equity (USD $) In Millions	Common Stock [Member]	Additional Paid-In Capital [Member]	Common Stock In Treasury [Member]	Retained Earnings [Member]	Accum. Other Comprehensive Income (Loss) [Member]	Total
Balance at Sep. 30, 2008	$ 0.6	$ 1,919.6	$ (257.3)	$ 768.9	$ (20.3)	$ 2,411.5
Net earnings (loss)				290.4		290.4
Benefit plan adjustment, net					(20.7)	(20.7)
Cash flow hedging adjustments, net					3.2	3.2
Foreign currency translation adjustment					(3.1)	(3.1)
Comprehensive income (loss)						269.8
Activity under stock and deferred compensation plans		(0.4)	12.5			12.1
Stock-based compensation expense		12.2				12.2
Balance at Sep. 30, 2009	0.6	1,931.4	(244.8)	1,059.3	(40.9)	2,705.6
Net earnings (loss)				208.8		208.8
Benefit plan adjustment, net					(12.0)	(12.0)
Cash flow hedging adjustments, net					4.6	4.6
Foreign currency translation adjustment					12.4	12.4
Comprehensive income (loss)						213.8
Purchases of treasury stock			(115.5)			(115.5)
Activity under stock and deferred compensation plans		(4.7)	11.5			6.8
Stock-based compensation expense		18.5				18.5
Balance at Sep. 30, 2010	0.6	1,945.2	(348.8)	1,268.1	(35.9)	2,829.2
Net earnings (loss)				(187.2)		(187.2)
Benefit plan adjustment, net					(22.3)	(22.3)
Cash flow hedging adjustments, net					(18.7)	(18.7)
Foreign currency translation adjustment					(3.8)	(3.8)
Comprehensive income (loss)						(232.0)
Purchases of treasury stock			(1.5)			(1.5)
Activity under stock and deferred compensation plans		(1.5)	11.4			9.9
Stock-based compensation expense		13.6				13.6
Balance at Sep. 30, 2011	$ 0.6	$ 1,957.3	$ (338.9)	$ 1,080.9	$ (80.7)	$ 2,619.2

XML

Segment Information (Operating Segments) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended								12 Months Ended
	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2010	Dec. 31, 2009	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2009	Sep. 30, 2008
Segment Reporting Information [Line Items]
Net sales	$ 1,223.2	$ 1,171.9	$ 1,172.6	$ 1,173.3	$ 1,129.2	$ 962.4	$ 965.0	$ 991.9	$ 4,741.0	$ 4,048.5	$ 3,891.9
Segment operating profit									29.8	421.9	448.3
Interest expense, net									(134.0)	(107.8)	(99.0)
Adjustments for economic hedges	(18.5)	(21.2)	6.0	4.8					(28.9)
Merger and integration costs	(1.0)	(1.2)	(0.1)	(0.2)	(14.5)	(13.5)	(4.5)	(0.6)	(2.5)	(33.1)	(32.0)
Post separation costs	(2.8)								(2.8)
Impairment of intangible assets	(471.4)	(32.1)			(19.4)		(20.5)		(503.5)	(39.9)
Provision for legal settlement				(2.5)	(7.5)				(2.5)	(7.5)
Amounts related to plant closures	(1.3)	(2.4)	(0.2)	(0.2)	(1.5)	(0.2)	(0.1)	(0.7)	(4.1)	(2.5)	(0.5)
Amortization of intangible assets									78.2	49.3	42.3
Gain on forward sale contracts											17.6
Gain on sale of securities											70.6
Stock-based compensation expense									(16.4)	(17.9)	(13.4)
Systems upgrade and conversion costs									(7.7)	(9.6)	(0.5)
Other unallocated corporate expenses									(38.7)	(33.5)	(34.6)
(Loss) earnings before income taxes and equity earnings									(104.2)	314.1	437.5
Additions to property and intangibles									141.1	128.9	115.0
Depreciation and amortization									226.5	166.8	144.7
Cash and Cash Equivalents	50.0				29.3				50.0	29.3	282.8	14.1
Investment in Ralcorp Receivables Corporation	0				137.8				0	137.8	134.4
Other unallocated corporate assets	374.3				137.8				374.3	137.8	85.9
Assets	6,333.2				6,804.9				6,333.2	6,804.9	5,452.2
Branded Cereal Products [Member]
Segment Reporting Information [Line Items]
Net sales									953.8	987.5	1,070.6
Segment operating profit									206.0	220.6	250.6
Additions to property and intangibles									14.7	24.3	36.8
Depreciation and amortization									58.7	55.4	50.6
Assets	2,670.6				3,271.3				2,670.6	3,271.3	3,351.7
Other Cereal Products [Member]
Segment Reporting Information [Line Items]
Net sales									838.5	799.7	803.3
Segment operating profit									86.3	90.3	92.0
Additions to property and intangibles									14.5	15.6	13.8
Depreciation and amortization									21.2	21.3	20.7
Assets	263.4				268.7				263.4	268.7	269.5
Snacks, Sauces & Spreads [Member]
Segment Reporting Information [Line Items]
Net sales									1,602.7	1,461.6	1,323.2
Segment operating profit									135.5	152.6	117.6
Additions to property and intangibles									58.7	50.9	29.6
Depreciation and amortization									41.0	36.2	31.1
Assets	799.0				760.0				799.0	760.0	604.0
Frozen Bakery Products [Member]
Segment Reporting Information [Line Items]
Net sales									768.6	698.3	694.8
Segment operating profit									88.0	80.8	69.1
Additions to property and intangibles									21.3	23.7	12.3
Depreciation and amortization									39.4	36.7	35.4
Assets	712.9				743.4				712.9	743.4	723.9
Pasta [Member]
Segment Reporting Information [Line Items]
Net sales									577.4	101.4
Segment operating profit									126.1	21.6
Additions to property and intangibles									20.9	2.8
Depreciation and amortization									52.2	8.7
Assets	1,463.0				1,456.6				1,463.0	1,456.6
Corporate [Member]
Segment Reporting Information [Line Items]
Additions to property and intangibles									11.0	11.6	22.5
Depreciation and amortization									14.0	8.5	6.9
Segment Total [Member]
Segment Reporting Information [Line Items]
Segment operating profit									641.9	565.9	529.3
Assets	5,908.9				6,500.0				5,908.9	6,500.0	4,949.1
Accelerated Amortization [Member]
Segment Reporting Information [Line Items]
Amortization of intangible assets									$ (5.0)

XML

Income Taxes (Narrative) (Details) (USD $)	12 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2009	Sep. 30, 2008
Income Taxes [Line Items]
Effective tax rate	(79.70%)	33.50%	35.90%
Earnings or loss before income taxes, foreign	$ 5,000,000	$ 5,000,000	$ 5,000,000
Income tax provision	83,000,000	105,300,000	156,900,000
Cumulative undistributed earnings	20,200,000
Deferred tax liability undistributed earning	7,100,000
Unrecognized tax benefit	5,600,000	4,900,000	2,000,000	1,600,000
Unrecognized tax reserve that would affect income tax rate	5,600,000
Business acquisition, purchase price allocation, preacquisition income tax contingency accrual		2,700,000
Parent Company [Member]
Income Taxes [Line Items]
Income tax provision	(83,100,000)	(32,700,000)	(15,300,000)
Foreign [Member]
Income Taxes [Line Items]
Operating loss carryforwards	56,700,000
Benefits of operating loss carryforwards	200,000	7,700,000	10,500,000
Operating loss carryforward, valuation allowance	700,000	1,300,000
Tax years that remain open to examination	six
State [Member]
Income Taxes [Line Items]
Operating loss carryforwards	50,000,000
Tax credit carryforward, amount	7,000,000
Canada [Member]
Income Taxes [Line Items]
Withholding tax paid	1,700,000
Internal Revenue Service (IRS) [Member]
Income Taxes [Line Items]
Tax credit carryforward, valuation allowance	3,000,000	3,200,000	2,300,000
Tax years that remain open to examination	September 30, 2007
Maximum [Member] | State [Member]
Income Taxes [Line Items]
Tax years that remain open to examination	six
Minimum [Member] | State [Member]
Income Taxes [Line Items]
Tax years that remain open to examination	two
2012-2016 [Member] | Foreign [Member]
Income Taxes [Line Items]
Operating loss carryforwards	2,700,000
2012-2016 [Member] | State [Member]
Income Taxes [Line Items]
Operating loss carryforwards	4,500,000
2017-2021 [Member] | State [Member]
Income Taxes [Line Items]
Operating loss carryforwards	13,900,000
2022-2031 [Member] | State [Member]
Income Taxes [Line Items]
Operating loss carryforwards	31,600,000
Tax Credit Carryforward No Expiration Date [Member] | State [Member]
Income Taxes [Line Items]
Tax credit carryforward, amount	3,000,000
2012-2025 [Member] | State [Member]
Income Taxes [Line Items]
Tax credit carryforward, amount	4,000,000
2028-2031 [Member] | Foreign [Member]
Income Taxes [Line Items]
Operating loss carryforwards	52,900,000
Other Liabilities [Member]
Income Taxes [Line Items]
Unrecognized tax benefit	4,700,000
Other Current Liabilities [Member] | State [Member]
Income Taxes [Line Items]
Unrecognized tax benefit	800,000
Operating Loss And Tax Credit Carryforwards [Member]
Income Taxes [Line Items]
Valuation allowance, amount			0
Operating Loss And Tax Credit Carryforwards [Member] | State [Member]
Income Taxes [Line Items]
Valuation allowance, amount				1,800,000
2012-2016 [Member] | Maximum [Member] | Foreign [Member]
Income Taxes [Line Items]
Operating loss carryforwards, expiration year	2016
2012-2016 [Member] | Maximum [Member] | State [Member]
Income Taxes [Line Items]
Operating loss carryforwards, expiration year	2016
2012-2016 [Member] | Minimum [Member] | Foreign [Member]
Income Taxes [Line Items]
Operating loss carryforwards, expiration year	2012
2012-2016 [Member] | Minimum [Member] | State [Member]
Income Taxes [Line Items]
Operating loss carryforwards, expiration year	2012
2017-2021 [Member] | Maximum [Member] | State [Member]
Income Taxes [Line Items]
Operating loss carryforwards, expiration year	2021
2017-2021 [Member] | Minimum [Member] | State [Member]
Income Taxes [Line Items]
Operating loss carryforwards, expiration year	2017
2022-2031 [Member] | Maximum [Member] | State [Member]
Income Taxes [Line Items]
Operating loss carryforwards, expiration year	2031
2022-2031 [Member] | Minimum [Member] | State [Member]
Income Taxes [Line Items]
Operating loss carryforwards, expiration year	2022
2012-2025 [Member] | Maximum [Member] | State [Member]
Income Taxes [Line Items]
Tax credit carryforward, expiration year	2025
2012-2025 [Member] | Minimum [Member] | State [Member]
Income Taxes [Line Items]
Tax credit carryforward, expiration year	2012
2027-2031 [Member] | Maximum [Member] | Foreign [Member]
Income Taxes [Line Items]
Operating loss carryforwards, expiration year	2031
2027-2031 [Member] | Minimum [Member] | Foreign [Member]
Income Taxes [Line Items]
Operating loss carryforwards, expiration year	2027
Carry Forwards Expiration Dates None [Member] | Foreign [Member]
Income Taxes [Line Items]
Operating loss carryforwards	$ 1,000,000

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Condensed Financial Statements Of Guarantors (Condensed Consolidating Statements Of Cash Flows) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2009
Net Cash Provided (Used) by Operating Activities	$ 505.7	$ 301.9	$ 326.7
Business acquisitions, net of cash acquired		(1,312.0)	(55.0)
Additions to property and intangible assets	(141.1)	(128.9)	(115.0)
Proceeds from sale of property	0.5	0.5	0.1
Purchases of securities	(21.6)	(22.8)	(16.2)
Proceeds from sale or maturity of securities	23.4	24.8	95.9
Net Cash Used by Investing Activities	(138.8)	(1,438.4)	(90.2)
Proceeds from issuance of long-term debt		653.2	400.0
Repayments of long-term debt	(49.7)	(95.3)	(389.7)
Net (repayments) borrowings under credit arrangements	(298.5)	423.4	(22.1)
Purchase of treasury stock	(1.5)	(115.5)
Proceeds and tax benefits from exercise of stock awards	13.5	9.4	15.2
Changes in book cash overdrafts	(8.2)	6.5	27.8
Other, net	(0.1)	(0.2)	(1.3)
Net Cash (Used) Provided by Financing Activities	(344.5)	881.5	29.9
Effect of Exchange Rate Changes on Cash	(1.7)	1.5	2.3
Net Increase (Decrease) in Cash and Cash Equivalents	20.7	(253.5)	268.7
Cash and Cash Equivalents, Beginning of Year	29.3	282.8	14.1
Cash and Cash Equivalents, End of Year	50.0	29.3	282.8
Parent Company [Member]
Net Cash Provided (Used) by Operating Activities	65.0	200.4	(148.3)
Business acquisitions, net of cash acquired		(178.4)	4.2
Additions to property and intangible assets	(19.9)	(23.8)	(33.2)
Purchases of securities	(21.6)	(22.8)	(16.2)
Proceeds from sale or maturity of securities	23.4	24.8	13.5
Intercompany investments and advances	401.5	(1,129.9)	411.7
Net Cash Used by Investing Activities	383.4	(1,330.1)	380.0
Proceeds from issuance of long-term debt		653.2	400.0
Repayments of long-term debt	(49.7)	(95.3)	(389.7)
Net (repayments) borrowings under credit arrangements	(403.5)	423.4	(22.1)
Purchase of treasury stock	(1.5)	(115.5)
Proceeds and tax benefits from exercise of stock awards	13.5	9.4	15.2
Changes in book cash overdrafts	(5.3)	(8.4)	23.4
Other, net			(1.0)
Net Cash (Used) Provided by Financing Activities	(446.5)	866.8	25.8
Net Increase (Decrease) in Cash and Cash Equivalents	1.9	(262.9)	257.5
Cash and Cash Equivalents, Beginning of Year	0.6	263.5	6.0
Cash and Cash Equivalents, End of Year	2.5	0.6	263.5
Guarantor Subsidiaries [Member]
Net Cash Provided (Used) by Operating Activities	532.0	78.0	458.7
Business acquisitions, net of cash acquired		(1,140.7)	(59.2)
Additions to property and intangible assets	(114.5)	(91.1)	(71.5)
Proceeds from sale of property	0.5	0.4	0.1
Proceeds from sale or maturity of securities			82.4
Intercompany investments and advances	(415.3)	1,138.8	(416.2)
Net Cash Used by Investing Activities	(529.3)	(92.6)	(464.4)
Changes in book cash overdrafts	(2.9)	14.9	5.3
Other, net	(0.1)	(0.2)	(0.3)
Net Cash (Used) Provided by Financing Activities	(3.0)	14.7	5.0
Net Increase (Decrease) in Cash and Cash Equivalents	(0.3)	0.1	(0.7)
Cash and Cash Equivalents, Beginning of Year	0.3	0.2	0.9
Cash and Cash Equivalents, End of Year		0.3	0.2
Non-Guarantor Subsidiaries [Member]
Net Cash Provided (Used) by Operating Activities	(88.0)	23.5	16.3
Business acquisitions, net of cash acquired		7.1
Additions to property and intangible assets	(6.7)	(14.0)	(10.3)
Proceeds from sale of property		0.1
Intercompany investments and advances	13.8	(8.9)	4.5
Net Cash Used by Investing Activities	7.1	(15.7)	(5.8)
Net (repayments) borrowings under credit arrangements	105.0
Changes in book cash overdrafts			(0.9)
Net Cash (Used) Provided by Financing Activities	105.0		(0.9)
Effect of Exchange Rate Changes on Cash	(1.7)	1.5	2.3
Net Increase (Decrease) in Cash and Cash Equivalents	22.4	9.3	11.9
Cash and Cash Equivalents, Beginning of Year	28.4	19.1	7.2
Cash and Cash Equivalents, End of Year	50.8	28.4	19.1
Eliminations [Member]
Net Cash Provided (Used) by Operating Activities	(3.3)
Net Increase (Decrease) in Cash and Cash Equivalents	(3.3)
Cash and Cash Equivalents, End of Year	$ (3.3)

XML

Income Taxes (Tables)

12 Months Ended

Sep. 30, 2011

Income Taxes [Abstract]

Components Of Income Taxes

		2011			2010			2009
Current:
Federal	$	111.2		$	105.8		$	178.1
State		19.6			.6			24.9
Foreign		1.1			1.0			(.2	)
		131.9			107.4			202.8
Deferred:
Federal		(34.2	)		.6			(38.3	)
State		(15.1	)		(3.4	)		(2.6	)
Foreign		.4			.7			(5.0	)
		(48.9	)		(2.1	)		(45.9	)
Income taxes		83.0			105.3			156.9
Deferred income taxes on equity earnings		-			-			5.6
Total provision for income taxes	$	83.0		$	105.3		$	162.5

Reconciliation Of Income Taxes

		2011			2010			2009
Computed tax at federal statutory rate (35%)	$	(36.5	)	$	109.9		$	158.5
State income taxes, net of federal tax benefit		1.7			2.9			17.7
Non-deductible goodwill impairment		127.7			-			-
Domestic production activities deduction		(11.9	)		(9.3	)		(7.2	)
Adjustments to reserve for uncertain tax positions		.7			.2			.4
Other, net (none in excess of 5% of computed tax)		1.3			1.6			(6.9	)
	$	83.0		$	105.3		$	162.5

Deferred Tax Assets And Liabilities

		September 30, 2011									September 30, 2010
		Assets			Liabilities			Net			Assets			Liabilities			Net
Current:
Accrued liabilities	$	15.4					$	15.4		$	17.6					$	17.6
Inventories		2.1						2.1			2.0						2.0
Other items		2.1						2.1			-		$	(9.0	)		(9.0	)
		19.6			-			19.6			19.6			(9.0	)		10.6
Noncurrent:
Property				$	(237.9	)		(237.9	)					(231.9	)		(231.9	)
Intangible assets					(529.4	)		(529.4	)					(584.9	)		(584.9	)
Pension and other postretirement benefits		61.5						61.5			52.2						52.2
Deferred and stock-based compensation		36.5						36.5			32.1						32.1
Insurance reserves		3.8						3.8			3.1						3.1
NOL and tax credit carryforwards		25.3						25.3			41.9						41.9
Other items		8.3						8.3			6.9						6.9
		135.4			(767.3	)		(631.9	)		136.2			(816.8	)		(680.6	)
Total deferred taxes		155.0			(767.3	)		(612.3	)		155.8			(825.8	)		(670.0	)
Valuation allowance (noncurrent)		(3.7	)					(3.7	)		(4.5	)					(4.5	)
Net deferred taxes	$	151.3		$	(767.3	)	$	(616.0	)	$	151.3		$	(825.8	)	$	(674.5	)

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Forward Sale Contracts (Details) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Sep. 30, 2011	Sep. 30, 2009	Sep. 30, 2007
Number of shares under forward sale contract			4,950,000
Discounted advance payment received, financing activities	$ 140.0
Discount on advance payment		44.1
Amortization of discount on advance payments for forward sale contract		$ 5.1
Number of shares delivered on settlement		3,503,263
Maximum [Member]
Forward sale contract maturity date		Nov. 15, 2013
Minimum [Member]
Forward sale contract maturity date		Nov. 21, 2008

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Long-Term Debt

12 Months Ended

Sep. 30, 2011

Long-Term Debt [Abstract]

Long-Term Debt

NOTE 15 – LONG-TERM DEBT

Long-term debt consisted of the following at September 30:

		2011					2010
		Balance		Interest			Balance		Interest
		Outstanding		Rate			Outstanding		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		577.5		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		19.9		2.62	%		300.0		2.81	%
2010 Term Loan		190.0		2.75	%		200.0		2.81	%
Other		-		n/a			.1		Various
	$	2,181.5				$	2,634.9
Plus: Unamortized premium (discount), net		3.1					3.2
Plus: Unamortized adjustment related
to interest rate fair value hedge		18.6					-
Less: Current portion		(30.7	)				(173.2	)
	$	2,172.5				$	2,464.9

     On December 22, 2003, the Company issued Fixed Rate Senior Notes, Series B, Series C, and Series D. Series B comprises $145.0 of 4.24% notes due December 2010 with annual amortization of principal beginning December 2006. Series C comprises $50.0 of 5.43% notes with bullet maturity in December 2013. Series D comprises $75.0 of 4.76% notes due December 2013 with annual amortization of principal beginning in December 2007.

     On December 21, 2005, the Company issued Fixed Rate Senior Notes, Series E and Series F, totaling $175.0. Series E comprises $100.0 of 5.57% notes due in 2015. Series F consists of $75.0 of 5.43% notes with maturity in 2012.

     On January 18, 2007, the Company issued Fixed Rate Senior Notes, Series I, totaling $100.0 in two tranches: $75.0 at 5.56% and $25.0 at 5.58%. One third of each tranche must be repaid on January 18, 2015, 2017, and 2019. On May 11, 2007, the Company issued Fixed Rate Senior Notes, Series J, comprised of $100.0 of 5.93% notes due in 2022.

     On August 4, 2008, the Company assumed ownership of the Fixed Rate Notes maturing 2018, the Floating Rate Notes maturing 2018, and the Fixed Rate Notes maturing 2020, totaling $964.5 in conjunction with the acquisition of Post Foods. The 2018 Fixed Rate Notes comprises $577.5 of 7.29% notes due August 15, 2018. In fiscal 2011, an $18.8 gain on an interest rate swap designated as a fair value hedge of the 2018 Fixed Rate Notes

was recorded as an increase in the carrying value of the debt and is being amortized to reduce interest expense over the remaining term. The 2018 Floating Rate Notes total $20.0 and incur interest at a rate of 3-month LIBOR plus 2.54%, adjusted quarterly, and mature on August 15, 2018. The 2020 Fixed Rate Notes comprises $67.0 of 7.39% notes due August 15, 2020.

     On May 28, 2009, the Company issued Fixed Rate Senior Notes, Series 2009A and Series 2009B, totaling $100.0. Series 2009A comprises $50.0 of 7.45% notes due in May 2019. Series 2009B comprises $50.0 of 7.60% notes due in May 2021.

     The above note agreements are unsecured but contain certain representations, warranties, covenants, and conditions customary to agreements of this nature. The covenants include requirements that "Total Debt" not exceed 3.5 times "Adjusted EBITDA" and that "Consolidated Adjusted Net Worth" remain above a certain minimum amount (each term as defined in the note agreements). However, if the Company elects to pay additional interest, its ratio of "Total Debt" to "Adjusted EBITDA" may exceed the 3.5 to 1 limit, but be no greater than 4 to 1, for a period not to exceed 12 consecutive months. If these covenants are violated and cannot be remedied within the 30 days allowed, the noteholders may choose to declare any outstanding notes to be immediately due and payable.   

     On July 18, 2008, the Company entered into a three-year $400 revolving credit agreement. Borrowings under the agreement incurred interest at the Company's choice of either (1) LIBOR plus the applicable margin rate (currently 1.50%) or (2) the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate, and (c) the "Base CD Rate" plus 1%. Such borrowings are unsecured and mature on July 18, 2011. The credit agreement called for a commitment fee calculated as a percentage (currently 0.25%) of the unused portion. The agreement terminated as scheduled on July 18, 2011.

     On July 27, 2010, the Company entered into a credit agreement consisting of a $300 revolving credit facility and a $200 term loan. Borrowings under the agreement incur interest at the Company's choice of either (1) LIBOR plus the applicable margin rate (currently 2.50%) or (2) the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate, (c) the "Adjusted LIBOR Rate" plus 1%. Such borrowings are unsecured and mature on July 27, 2015. The credit agreement calls for a commitment fee calculated as a percentage (currently 0.35%) of the unused portion, and contains certain representations, warranties, covenants, and conditions customary to credit facilities of this nature. The covenants include requirements that "EBIT" be at least three times "Consolidated Interest Expense", and that "Total Debt", not exceed 3.75 times "Adjusted EBITDA" (each term as defined in the agreement).

     On August 14, 2009, the Company issued $300.0 aggregate principal amount of its 6.625% Senior Notes maturing 2039. The notes were priced at 99.702% of par value (before initial purchasers' discount). The net proceeds from the offering were used to refinance certain indebtedness and for general corporate purposes. In connection with the sale of the notes, on May 5, 2010 Ralcorp completed its offer to exchange the notes issued in the offering for publicly tradable notes having substantially identical terms except that provisions relating to transfer restrictions, registration rights, and additional interest do not apply to the publicly tradable notes.

     On July 26, 2010, the Company reopened its 6.625% Senior Notes maturing 2039 and issued an additional $150.0 of the notes, raising the aggregate principal amount of the notes outstanding to $450.0. The new notes were priced at 102.439% of par value (before initial purchaser's discount) plus accrued interest from February 15, 2010, resulting in an imputed interest rate of 6.47%. The net proceeds from this public offering were used to fund, in part, the acquisition of American Italian Pasta Company.

     On July 26, 2010, the Company issued $300.0 aggregate principal amount of its 4.95% Senior Notes maturing 2020. The notes were priced at 99.84% of par value (before initial purchaser's discount), resulting in an imputed interest rate of 4.96%. The net proceeds from this public offering were used to fund, in part, the acquisition of American Italian Pasta Company.

     As of September 30, 2011 and 2010, the Company had $24.6 and $23.8, respectively, in letters of credit and surety bonds outstanding with various financial institutions, principally related to self-insurance requirements.

     As of September 30, 2011, aggregate maturities of long-term debt are as follows: $30.7 in fiscal 2012, $105.7 in fiscal 2013, $90.7 in fiscal 2014, $173.2 in fiscal 2015, $100.0 in fiscal 2016, and $1,681.2 thereafter. As of September 30, 2011, management expects to reduce debt as scheduled over the next 12 months, so the current portion has been classified in "Other current liabilities" on the consolidated balance sheet.

The Company believes it is in compliance with all debt covenants.

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Equity Investment In Vail Resorts, Inc. (Tables)

12 Months Ended

Sep. 30, 2009

Equity Investment In Vail Resorts, Inc. [Abstract]

Summary Of Financial Information

		Year Ended
		July 31, 2009
Net revenues	$	977.0
Total operating expenses		870.9
Income from operations	$	106.1
Net income	$	49.0

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Condensed Financial Statements Of Guarantors (Condensed Consolidating Balance Sheets) (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2009	Sep. 30, 2008
Assets
Cash and cash equivalents	$ 50.0	$ 29.3	$ 282.8	$ 14.1
Marketable securities	8.2	10.0
Investment in Ralcorp Receivables Corporation	0	137.8	134.4
Receivables, net	410.4	233.4
Inventories	490.7	425.1
Deferred income taxes	19.6	10.6
Prepaid expenses and other current assets	15.8	30.8
Total Current Assets	994.7	877.0
Property	1,969.4	1,858.5
Accumulated Depreciation	(774.1)	(639.5)
Goodwill	2,590.1	2,945.7	2,386.6
Other Intangible Assets	1,776.2	1,908.8
Accumulated Amortization	(259.7)	(181.8)
Other Assets	36.6	36.2
Total Assets	6,333.2	6,804.9	5,452.2
Liabilities and Shareholders' Equity
Accounts and notes payable	418.2	279.5
Other current liabilities	253.7	347.6
Total Current Liabilities	671.9	627.1
Long-term Debt	2,172.5	2,464.9
Deferred Income Taxes	635.6	685.1
Other Liabilities	234.0	198.6
Total Liabilities	3,714.0	3,975.7
Shareholders' Equity
Common stock, par value $.01 per share	0.6	0.6
Other shareholders' equity	2,618.6	2,828.6
Total Shareholders' Equity	2,619.2	2,829.2	2,705.6	2,411.5
Total Liabilities and Shareholders' Equity	6,333.2	6,804.9
Parent Company [Member]
Assets
Cash and cash equivalents	2.5	0.6	263.5	6.0
Marketable securities	8.2	10.0
Investment in Ralcorp Receivables Corporation		180.0
Receivables, net	57.5	18.2
Inventories	65.2	67.6
Deferred income taxes	14.4	2.1
Prepaid expenses and other current assets	3.4	17.4
Total Current Assets	151.2	295.9
Investment in Subsidiaries	4,921.9	5,342.7
Property	252.5	239.4
Accumulated Depreciation	(177.1)	(165.7)
Other Intangible Assets	66.3	57.5
Accumulated Amortization	(40.8)	(34.9)
Other Assets	11.5	35.1
Total Assets	5,185.5	5,770.0
Liabilities and Shareholders' Equity
Accounts and notes payable	74.7	64.3
Other current liabilities	150.9	248.9
Total Current Liabilities	225.6	313.2
Intercompany Notes and Interest	115.6	83.0
Long-term Debt	2,172.5	2,464.9
Deferred Income Taxes	(141.0)	(81.0)
Other Liabilities	193.6	160.7
Total Liabilities	2,566.3	2,940.8
Shareholders' Equity
Common stock, par value $.01 per share	0.6	0.6
Other shareholders' equity	2,618.6	2,828.6
Total Shareholders' Equity	2,619.2	2,829.2
Total Liabilities and Shareholders' Equity	5,185.5	5,770.0
Guarantor Subsidiaries [Member]
Assets
Cash and cash equivalents		0.3	0.2	0.9
Receivables, net	70.0	182.0
Inventories	395.3	329.3
Deferred income taxes	4.8	9.1
Prepaid expenses and other current assets	10.3	10.0
Total Current Assets	480.4	530.7
Intercompany Notes and Interest	88.8	20.8
Investment in Subsidiaries	267.7	347.2
Property	1,488.8	1,392.9
Accumulated Depreciation	(541.9)	(436.8)
Goodwill	2,491.0	2,844.7
Other Intangible Assets	1,639.2	1,779.3
Accumulated Amortization	(203.2)	(136.6)
Other Assets	24.9	1.0
Total Assets	5,735.7	6,343.2
Liabilities and Shareholders' Equity
Accounts and notes payable	201.8	178.6
Other current liabilities	84.5	84.5
Total Current Liabilities	286.3	263.1
Intercompany Notes and Interest	15.1	15.1
Deferred Income Taxes	765.5	753.2
Other Liabilities	3.2	7.8
Total Liabilities	1,070.1	1,039.2
Shareholders' Equity
Other shareholders' equity	4,665.6	5,304.0
Total Shareholders' Equity	4,665.6	5,304.0
Total Liabilities and Shareholders' Equity	5,735.7	6,343.2
Non-Guarantor Subsidiaries [Member]
Assets
Cash and cash equivalents	50.8	28.4	19.1	7.2
Receivables, net	284.7	173.8
Inventories	30.2	28.2
Deferred income taxes	0.4	(0.6)
Prepaid expenses and other current assets	2.1	3.4
Total Current Assets	368.2	233.2
Intercompany Notes and Interest	130.7	98.1
Property	228.1	226.2
Accumulated Depreciation	(55.1)	(37.0)
Goodwill	99.1	101.0
Other Intangible Assets	70.7	72.0
Accumulated Amortization	(15.7)	(10.3)
Other Assets	0.2	0.1
Total Assets	826.2	683.3
Liabilities and Shareholders' Equity
Accounts and notes payable	146.8	39.4
Other current liabilities	18.3	14.2
Total Current Liabilities	165.1	53.6
Intercompany Notes and Interest	88.8	20.8
Deferred Income Taxes	11.1	12.9
Other Liabilities	37.2	30.1
Total Liabilities	302.2	117.4
Shareholders' Equity
Other shareholders' equity	524.0	565.9
Total Shareholders' Equity	524.0	565.9
Total Liabilities and Shareholders' Equity	826.2	683.3
Eliminations [Member]
Assets
Cash and cash equivalents	(3.3)
Investment in Ralcorp Receivables Corporation		(42.2)
Receivables, net	(1.8)	(140.6)
Total Current Assets	(5.1)	(182.8)
Intercompany Notes and Interest	(219.5)	(118.9)
Investment in Subsidiaries	(5,189.6)	(5,689.9)
Total Assets	(5,414.2)	(5,991.6)
Liabilities and Shareholders' Equity
Accounts and notes payable	(5.1)	(2.8)
Total Current Liabilities	(5.1)	(2.8)
Intercompany Notes and Interest	(219.5)	(118.9)
Total Liabilities	(224.6)	(121.7)
Shareholders' Equity
Other shareholders' equity	(5,189.6)	(5,869.9)
Total Shareholders' Equity	(5,189.6)	(5,869.9)
Total Liabilities and Shareholders' Equity	$ (5,414.2)	$ (5,991.6)

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Pension And Other Postretirement Benefits

12 Months Ended

Sep. 30, 2011

Pension And Other Postretirement Benefits [Abstract]

Pension And Other Postretirement Benefits

NOTE 17 – 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 Company uses its fiscal year end as the measurement date for the plans.

     The following table provides a reconciliation of the changes in the plans' benefit obligations and fair value of assets over the two-year period ended September 30, 2011, and a statement of the funded status and amounts recognized in the consolidated balance sheets as of September 30 of both years.

		Pension Benefits							Other Benefits
		2011				2010			2011				2010
Change in benefit obligation
Benefit obligation at beginning of year	$	251.2		$	221.9			$	100.4			$	88.3
Service cost		6.1				6.7			2.6				2.9
Interest cost		13.0				13.1			5.4				5.2
Plan participants' contributions		.8				.8			-				-
Actuarial loss		24.8				18.3			19.9				5.7
Benefits paid		(11.4	)			(9.9	)		(1.7	)			(2.9	)
Medicare reimbursements		-				-			.2				.2
Amendments		-				.2			-				.9
Curtailments		(7.0	)			-			-				-
Currency translation		(.1	)			.1			(.1	)			.1
Benefit obligation at end of year	$	277.4		$	251.2			$	126.7		$	100.4
Change in fair value of plan assets
Fair value of plan assets at beginning of year	$	212.9		$	172.4			$	-			$	-
Actual return on plan assets		17.3				18.0			-				-
Employer contributions		21.7				31.6			1.5				2.7
Plan participants' contributions		.8				.8			-				-
Medicare reimbursements		-				-			.2				.2
Benefits paid		(11.4	)			(9.9	)		(1.7	)			(2.9	)
Currency translation		(.1	)			-			-				-
Fair value of plan assets at end of year	$	241.2		$	212.9			$	-			$	-
Funded status	$	(36.2	)		$	(38.3	)	$	(126.7	)	$	(100.4		)
Amounts recognized in assets or liabilities
Other current liabilities	$	(.6	)		$	(.6	)	$	(2.8	)		$	(2.5	)
Other liabilities		(35.6	)			(37.7	)		(123.9	)			(97.9	)
Net amount recognized	$	(36.2	)		$	(38.3	)	$	(126.7	)	$	(100.4		)
Amounts recognized in accumulated other
comprehensive loss
Net actuarial loss	$	93.5			$	79.1		$	32.0			$	12.3
Prior service cost (credit)		2.1				2.5			(3.8	)			(4.9	)
Total	$	95.6			$	81.6		$	28.2			$	7.4
Weighted-average assumptions used
to determine benefit obligation
Discount rate		4.80	%			5.40	%		5.03	%			5.40	%
Rate of compensation increase		3.00	%			3.25	%		3.00	%			3.25	%

     The accumulated benefit obligation exceeded the fair value of plan assets for each pension plan, and the aggregate accumulated benefit obligation for pension plans was $268.2 at September 30, 2011 and $231.9 at September 30, 2010.

     The following tables provide the components of net periodic benefit cost for the plans and amounts recognized in other comprehensive income. The estimated net actuarial loss and prior service cost expected to be reclassified

from accumulated other comprehensive loss into net periodic benefit cost during 2012 related to pension is $6.9 and $.4, respectively. The corresponding amounts related to other benefits are $1.6 and a credit of $1.1, respectively.

					Pension Benefits									Other Benefits
		2011			2010			2009			2011			2010			2009
Components of net periodic benefit cost
Service cost	$	6.1		$	6.7		$	5.1		$	2.6		$	2.9		$	3.2
Interest cost		13.0			13.1			12.6			5.4			5.2			6.0
Expected return on plan assets		(18.8	)		(16.0	)		(15.2	)		-			-			-
Recognized net actuarial loss		5.0			3.8			.3			.2			-			-
Recognized prior service cost (credit)		.4			.3			.3			(1.1	)		(1.3	)		-
Net periodic benefit cost	$	5.7		$	7.9		$	3.1		$	7.1		$	6.8		$	9.2
Weighted-average assumptions used
to determine net benefit cost
Discount rate		5.40	%		6.00	%		7.30	%		5.40	%		6.00	%		7.30	%
Rate of compensation increase		3.25	%		3.25	%		3.25	%		3.25	%		3.25	%		3.25	%
Expected return on plan assets		8.75	%		8.75	%		8.75	%		n/a			n/a			n/a
Changes in plan assets and benefit
obligation recognized in other
comprehensive income
Net loss	$	19.3		$	16.3		$	32.8		$	19.9		$	5.7		$	7.1
Recognized loss		(5.0	)		(3.8	)		(.3	)		(.2	)		-			-
Prior service cost (credit)		-			.2			3.0			-			.9			(7.1	)
Recognized prior service (cost) credit		(.4	)		(.3	)		(.3	)		1.1			1.3			-
Total recognized in other comprehensive
income (before tax effects)	$	13.9		$	12.4		$	35.2		$	20.8		$	7.9		$	-

     The expected return on pension plan assets was determined based on historical and expected future returns of the various asset classes, using the target allocation. The broad target allocations are 50% equity securities (comprised of 27.5% U.S. equities and 22.5% foreign equities), 40% fixed income securities, and 10% real assets. At September 30, 2011, equity securities were 49%, fixed income securities were 42%, real assets were 7%, and other was 2% of the fair value of total plan assets, approximately 78% of which was invested in passive index funds. At September 30, 2010, equity securities were 71% and fixed income securities were 27%, and other was 2% of the fair value of total plan assets, approximately 90% of which was invested in passive index funds. The allocation guidelines were established based on the Company's determination of the appropriate risk posture and long-term objectives.

     The following table represents the pension plan's assets measured at fair value on a recurring basis and the basis for that measurement (for more information on the fair value framework in ASC Topic 820, refer to Note 14):

				September 30, 2011						September 30, 2010
		Total		Level 1		Level 2		Level 3		Total		Level 2	Level 3
Mutual funds:
Equities	$	117.5	$	-	$	117.5	$	-	$	151.0	$	151.0	$	-
Fixed income		100.6		-		100.6		-		57.3		57.3		-
Real assets		17.1		-		17.1		-		-		-		-
		235.2		-		235.2		-		208.3		208.3		-
Cash & cash equivalents		.6		.6		-		-		-		-		-
Partnership/joint
venture interests		5.4		-		-		5.4		4.6		-		4.6
	$	241.2	$	.6	$	235.2	$	5.4	$	212.9	$	208.3	$	4.6

The fair value of mutual funds is based on net asset values of the shares held by the plan at year-end.

     Partnership/joint venture interests have unobservable inputs and trade infrequently or not at all. Because observable prices are not available, a market approach is used in valuing investments. The inputs used in estimating the value of investments include company operating performance, recent transactions in the same or similar instruments, completed or pending third-party transactions in the underlying investment or comparable issues, subsequent rounds of financing, recapitalizations and other transactions across the capital structure, and other factors which are typically considered by market participants when trading private, middle market companies. Investments may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the general partner (who serves as the partnership's investment manager) in the absence of market information. Assumptions used by the general partner due to the lack of observable inputs may significantly impact the resulting fair value and therefore the partnership's results of operations. For all securities held, the general partner calculates a hypothetical equity value of the investment. For each investment, the general partner (i) determines the current operating results (either Adjusted EBITDA or Net Revenue), (ii) applies a market valuation multiple, which is based on publicly-traded valuation multiples of, and/or valuation multiples from transactions involving, companies with similar attributes (with such multiples discounted as appropriate); then (iii) subtracts the structural debt on the portfolio company's balance sheet (seasonally adjusted when necessary), to derive a current hypothetical value for the equity. The general partner may also consider any other factors it deems relevant in establishing a fair value at which the investment could be realized. Such factors are documented in detail to establish the reasonableness of their intent. The following table provides further detail of the changes in fair value of partnership/joint venture interests.

		September 30,
		2011			2010
Balance, beginning of year	$	4.6		$	3.5
Total gains or losses (realized/unrealized)		1.1			.7
Purchases, sales, issuances, and settlements, net		(.3	)		.4
Balance, end of year	$	5.4		$	4.6

     The preceding methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

     For September 30, 2011 measurement purposes, the assumed annual rate of increase in the future per capita cost of covered health care benefits related to domestic plans for 2012 was 10% and 7% for participants under the age of 65 and over the age of 65, respectively, declining gradually to an ultimate rate of 5% for 2022 and beyond. For September 30, 2011 measurement purposes, the assumed annual rate of increase in the future per capita cost of covered health care benefits related to Canadian plans for 2012 was 7.5%, declining gradually to an ultimate rate of 5% for 2022 and beyond. For September 30, 2010 measurement purposes, the assumed annual rate of increase in the future per capita cost of covered health care benefits was 8% for 2011, declining gradually to an ultimate rate of 5% for 2017 and beyond. A 1% change in assumed health care cost trend rates would result in the following changes in the accumulated postretirement benefit obligation and in the total service and interest cost components for fiscal 2011.

		Increase		Decrease
Effect on postretirement benefit obligation	$	23.1	$	(18.6	)
Effect on total service and interest cost		1.6		(1.3	)

     As of September 30, 2011, expected future benefit payments and related federal subsidy receipts (Medicare Part D) in the next ten fiscal years were as follows:

		2012		2013		2014		2015		2016		2017-2021
Pension benefits	$	10.7	$	11.1	$	11.9	$	13.0	$	13.9	$	82.3
Other benefits		3.0		3.1		3.4		3.8		4.2		37.5
Subsidy receipts		.2		.2		.2		.2		.2		2.0

     Other than those made as benefit payments in unfunded plans and participant contributions, no significant contributions are currently expected to be paid to the plans during fiscal 2012.

     In addition to the defined benefit plans described above, Ralcorp sponsors defined contribution [401(k)] plans under which it makes matching and profit sharing contributions. The costs of these plans were $11.8, $11.2, and

$9.4 for the years ended September 30, 2011, 2010, and 2009, respectively. The Company also contributed $1.1, $1.1, and $1.4 to multiemployer pension plans in each of these years, respectively.

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Supplemental Balance Sheet Information (Schedule Of Supplemental Balance Sheet Information) (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2011	Sep. 30, 2010
Supplemental Balance Sheet Information [Abstract]
Trade	$ 343.3	$ 163.3
Other	69.2	71.2
Accounts and other receivables, gross	412.5	234.5
Allowance for doubtful accounts	(2.1)	(1.1)
Receivables, net	410.4	233.4
Raw materials and supplies	201.9	172.4
Finished products	288.8	252.7
Inventory, net	490.7	425.1
Trade	222.8	174.2
Payable to banks	105.0
Book Overdrafts	63.7	71.9
Other items	26.7	33.4
Accounts and notes payable	418.2	279.5
Advertising and promotion	34.6	33.9
Compensation	50.7	53.5
Current portion of long-term debt	30.7	173.2
Derivative liabilities	53.1	2.6
Other items	84.6	84.4
Other current liabilities	$ 253.7	$ 347.6

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Consolidated Statements Of Shareholders' Equity (Parenthetical) (USD $) In Millions, except Share data in Thousands, unless otherwise specified	12 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2009
Consolidated Statements Of Shareholders' Equity [Abstract]
Benefit plan adjustment, tax benefit	$ 13.4	$ 7.4	$ 14.5
Cash flow hedging adjustments, tax benefit (expense)	$ 10.9	$ 4.2	$ 0.3
Stock purchased, shares	15	2,000
Activity under stock and deferred compensation plans, shares	272	452	291

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Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Sep. 30, 2011	Sep. 30, 2010
Assets
Cash and Cash Equivalents	$ 50.0	$ 29.3
Marketable securities	8.2	10.0
Investment in Ralcorp Receivables Corporation	0	137.8
Receivables, net	410.4	233.4
Inventories	490.7	425.1
Deferred income taxes	19.6	10.6
Prepaid expenses and other current assets	15.8	30.8
Total Current Assets	994.7	877.0
Property, Net	1,195.3	1,219.0
Goodwill	2,590.1	2,945.7
Other Intangible Assets, Net	1,516.5	1,727.0
Other Assets	36.6	36.2
Total Assets	6,333.2	6,804.9
Liabilities andShareholders' Equity
Accounts and notes payable	418.2	279.5
Other current liabilities	253.7	347.6
Total Current Liabilities	671.9	627.1
Long-term Debt	2,172.5	2,464.9
Deferred Income Taxes	635.6	685.1
Other Liabilities	234.0	198.6
Total Liabilities	3,714.0	3,975.7
Commitments and Contingencies
Shareholders' Equity
Common stock, par value $.01 per share	0.6	0.6
Additional paid-in capital	1,957.3	1,945.2
Common stock in treasury, at cost (8,291,667 and 8,547,923 shares, respectively)	(338.9)	(348.8)
Retained earnings	1,080.9	1,268.1
Accumulated other comprehensive loss	(80.7)	(35.9)
Total Shareholders' Equity	2,619.2	2,829.2
Total Liabilities and Shareholders' Equity	$ 6,333.2	$ 6,804.9

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Supplemental Balance Sheet Information

12 Months Ended

Sep. 30, 2011

Supplemental Balance Sheet Information [Abstract]

Supplemental Balance Sheet Information

NOTE 10 – SUPPLEMENTAL BALANCE SHEET INFORMATION

		September 30,
		2011			2010
Receivables, net
Trade	$	343.3		$	163.3
Other		69.2			71.2
		412.5			234.5
Allowance for doubtful accounts		(2.1	)		(1.1	)
	$	410.4		$	233.4
Inventories
Raw materials and supplies	$	201.9		$	172.4
Finished products		288.8			252.7
	$	490.7		$	425.1
Accounts and Notes Payable
Trade	$	222.8		$	174.2
Payable to banks		105.0			-
Book cash overdrafts		63.7			71.9
Other items		26.7			33.4
	$	418.2		$	279.5
Other Current Liabilities
Advertising and promotion	$	34.6		$	33.9
Compensation		50.7			53.5
Current portion of long-term debt		30.7			173.2
Derivative liabilities		53.1			2.6
Other items		84.6			84.4
	$	253.7		$	347.6

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Segment Information (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2009
Segment Information [Abstract]
Percentage of foreign sales on total net sales	7.00%
Net carrying value of long-lived assets in foreign countries	$ 118.7
Maximum percentage of total net sales, intersegment revenues	1.00%
Sales to a single customer	$ 855.2	$ 724.8	$ 738.7
Single customer's minimum percentage of net sales	17.00%
Single customer's maximum percentage of net sales	19.00%

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Stock-Based Compensation Plans (Stock Option Activity) (Details) (Stock Options [Member], USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Sep. 30, 2011 years
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding at September 30, 2010	743,526
Weighted Average Exercise Price Per Share, Outstanding beginning balance	$ 29.62
Shares Under Option, Exercised	(268,902)
Weighted Average Exercise Price, Exercised	$ 28.52
Outstanding at September 30, 2011	474,624
Weighted Average Exercise Price Per Share, Outstanding ending balance	$ 30.24
Weighted Average Remaining Contractual Term, Outstanding, years	2.0
Aggregate Intrinsic Value, Outstanding	$ 22.1

XML

Document And Entity Information (USD $)	12 Months Ended
	Sep. 30, 2011	Dec. 06, 2011	Mar. 31, 2011
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Sep. 30, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	FY
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 Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Well-known Seasoned Issuer	Yes
Entity Public Float			$ 3,688,198,124
Entity Common Stock, Shares Outstanding		55,179,259

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Short-Term Financing Arrangements

12 Months Ended

Sep. 30, 2011

Short-Term Financing Arrangements [Abstract]

Short-Term Financing Arrangements

NOTE 11 – 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 September 30, 2011, the accounts receivable of 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, which 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 $1.5 in the year ended September 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 September 30, 2011, funding from the receivables securitization was $105.0 at a weighted-average interest rate of 1.22%, and borrowings under the uncommitted credit arrangements were zero. 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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Pension And Other Postretirement Benefits (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2009
Defined Benefit Plan Disclosure [Line Items]
Accumulated benefit obligation	$ 268.2	$ 231.9
Target allocations on equity securities	50.00%
Target allocations, fixed income securities	40.00%
Target allocations, real assets	10.00%
Defined benefit plan, equity securities	49.00%	71.00%
Defined benefit plan, fixed income securities	42.00%	27.00%
Defined benefit plan, real assets	7.00%
Defined benefit plan, other securities	2.00%	2.00%
Assumed annual rate of increase		8.00%
Assumed annual rate of increase, ultimate rate		5.00%
Defined benefit plan costs	11.8	11.2	9.4
Amounts contributed to multiemployer pension plans	1.1	1.1	1.4
Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Estimated net actuarial loss to be reclassified from accumulated other comprehensive loss in 2012	6.9
Estimated prior service cost (credit) to be reclassified from accumulated other comprehensive loss in 2012	0.4
Other Postretirement Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Estimated net actuarial loss to be reclassified from accumulated other comprehensive loss in 2012	(1.6)
Estimated prior service cost (credit) to be reclassified from accumulated other comprehensive loss in 2012	$ (1.1)
U.S. Equity Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Target allocations on equity securities	27.50%
Foreign Equity Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Target allocations on equity securities	22.50%
U.S. Postretirement Benefit Plans Of US Entity, Defined Benefit [Member]
Defined Benefit Plan Disclosure [Line Items]
Assumed annual rate of increase, ultimate rate	5.00%
Foreign Postretirement Benefit Plans, Defined Benefit [Member]
Defined Benefit Plan Disclosure [Line Items]
Assumed annual rate of increase	7.50%
Assumed annual rate of increase, ultimate rate	5.00%
Passive Index Fund [Member]
Defined Benefit Plan Disclosure [Line Items]
Percentage of total plan assets invested in passive index funds	78.00%	90.00%
Under The Age Of 65 [Member] | U.S. Postretirement Benefit Plans Of US Entity, Defined Benefit [Member]
Defined Benefit Plan Disclosure [Line Items]
Assumed annual rate of increase	10.00%
Over The Age Of Sixty Five [Member] | U.S. Postretirement Benefit Plans Of US Entity, Defined Benefit [Member]
Defined Benefit Plan Disclosure [Line Items]
Assumed annual rate of increase	7.00%

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Stock-Based Compensation Plans (Fair Value Assumptions) (Details) (USD $)	12 Months Ended
	Sep. 30, 2011 years	Sep. 30, 2010 years	Sep. 30, 2009 years
Stock-Settled Stock Appreciation Rights [Member]
Expected term, years	6.0	6.1	7.0
Expected stock price volatility	30.00%	30.40%	30.50%
Risk-free interest rate	1.74%	2.07%	2.70%
Expected dividends	0.00%	0.00%	0.00%
Fair value (per right)	$ 20.26	$ 19.19	$ 22.68
Cash-Settled Stock Appreciation Rights [Member]
Expected term, years	5.0	6.0
Expected stock price volatility	30.00%	30.00%
Risk-free interest rate	0.96%	1.58%
Expected dividends	0.00%	0.00%
Fair value (per right)	$ 30.27	$ 19.16

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Consolidated Balance Sheets (Parenthetical) (USD $)	Sep. 30, 2011	Sep. 30, 2010
Consolidated Balance Sheets [Abstract]
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	63,476,635	63,476,635
Common stock in treasury, shares	8,291,667	8,547,923

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Income Taxes

12 Months Ended

Sep. 30, 2011

Income Taxes [Abstract]

Income Taxes

NOTE 5 – INCOME TAXES

The provision for income taxes consisted of the following:

		2011			2010			2009
Current:
Federal	$	111.2		$	105.8		$	178.1
State		19.6			.6			24.9
Foreign		1.1			1.0			(.2	)
		131.9			107.4			202.8
Deferred:
Federal		(34.2	)		.6			(38.3	)
State		(15.1	)		(3.4	)		(2.6	)
Foreign		.4			.7			(5.0	)
		(48.9	)		(2.1	)		(45.9	)
Income taxes		83.0			105.3			156.9
Deferred income taxes on equity earnings		-			-			5.6
Total provision for income taxes	$	83.0		$	105.3		$	162.5

     The foreign deferred income taxes shown above include benefits of operating loss carryforwards of $.2, $7.7, and $10.5 in 2011, 2010, and 2009, respectively.

A reconciliation of income taxes with amounts computed at the statutory federal rate follows:

		2011			2010			2009
Computed tax at federal statutory rate (35%)	$	(36.5	)	$	109.9		$	158.5
State income taxes, net of federal tax benefit		1.7			2.9			17.7
Non-deductible goodwill impairment		127.7			-			-
Domestic production activities deduction		(11.9	)		(9.3	)		(7.2	)
Adjustments to reserve for uncertain tax positions		.7			.2			.4
Other, net (none in excess of 5% of computed tax)		1.3			1.6			(6.9	)
	$	83.0		$	105.3		$	162.5

     The effective tax rate was 79.7% (negative), 33.5%, and 35.9% for fiscal 2011, 2010, and 2009, respectively. The effective tax rate for fiscal 2011 was significantly affected by the non-deductible goodwill impairment loss, as shown above. For both fiscal 2011 and 2010, the effective rate was reduced by the effects of increases in the Domestic Production Activities Deduction and adjustments to current and deferred income tax assets and liabilities to revise the estimates previously recorded to the actual amounts per subsequent tax return filings for prior years,

including the effects of lower than anticipated effective state rates (and for fiscal 2010, the final tax effects of the sale of Vail shares, described in Note 6).

     Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets (liabilities) were as follows:

		September 30, 2011									September 30, 2010
		Assets			Liabilities			Net			Assets			Liabilities			Net
Current:
Accrued liabilities	$	15.4					$	15.4		$	17.6					$	17.6
Inventories		2.1						2.1			2.0						2.0
Other items		2.1						2.1			-		$	(9.0	)		(9.0	)
		19.6			-			19.6			19.6			(9.0	)		10.6
Noncurrent:
Property				$	(237.9	)		(237.9	)					(231.9	)		(231.9	)
Intangible assets					(529.4	)		(529.4	)					(584.9	)		(584.9	)
Pension and other postretirement benefits		61.5						61.5			52.2						52.2
Deferred and stock-based compensation		36.5						36.5			32.1						32.1
Insurance reserves		3.8						3.8			3.1						3.1
NOL and tax credit carryforwards		25.3						25.3			41.9						41.9
Other items		8.3						8.3			6.9						6.9
		135.4			(767.3	)		(631.9	)		136.2			(816.8	)		(680.6	)
Total deferred taxes		155.0			(767.3	)		(612.3	)		155.8			(825.8	)		(670.0	)
Valuation allowance (noncurrent)		(3.7	)					(3.7	)		(4.5	)					(4.5	)
Net deferred taxes	$	151.3		$	(767.3	)	$	(616.0	)	$	151.3		$	(825.8	)	$	(674.5	)

     As of September 30, 2011, the Company had state operating loss carryforwards totaling approximately $50.0, of which approximately $4.5, $13.9, and $31.6 have expiration dates in 2012-2016, 2017-2021, and 2022-2031, respectively. As of September 30, 2011, the Company had state tax credit carryforwards totaling approximately $7.0, of which approximately $3.0 have no expiration date and $4.0 have expiration dates in 2012-2025. Due to the uncertainty of the realization of certain tax carryforwards (specifically due to a lack of evidence that sufficient taxable income would be generated in certain states), the Company carried a valuation allowance against these carryforward benefits in the amount of $1.8 as of September 30, 2008, which was management's estimate of the amount of related deferred tax assets that were not more likely than not to be realized. Based on significant increases in taxable income generated in the related states in fiscal 2009 and after, the Company reduced this portion of its valuation allowance to zero as of September 30, 2009.  

     As of September 30, 2011, the Company had foreign operating loss carryforwards totaling approximately $56.7, of which approximately $1.0 have no expiration date, $2.7 have expiration dates in 2012-2016 and approximately $52.9 have expiration dates in 2027-2031. Due to the uncertainty of the realization of certain tax carryforwards (specifically due to a lack of evidence that sufficient taxable income would be generated in certain jurisdictions before expiration), the Company carried a valuation allowance against these carryforward benefits in the amount of approximately $.7 and $1.3 as of September 30, 2011 and 2010, respectively, which were management's estimates of the amounts of related deferred tax assets that were not more likely than not to be realized.

     For each of fiscal years 2011, 2010, and 2009, total foreign income before income taxes was less than $5.0. As of September 30, 2011, no provision for income taxes was made for approximately $20.2 of the cumulative undistributed earnings of one of the Company's Canadian subsidiaries (other than approximately $1.7 of Canadian withholding taxes paid), because those earnings are not taxable in Canada (except for the withholding tax required by treaty) and would become taxable in the U.S. only to the extent that they are repatriated in the future. Since the Company considers the undistributed earnings to be permanently invested in Canada, the related deferred tax liability (which is estimated to be approximately $7.1 as of September 30, 2011) has not been recorded, and a valuation allowance was recorded against the foreign tax credit for Canadian taxes paid of $3.0, $3.2, and $2.3 as of September 30, 2011, 2010, and 2009, respectively.

     Unrecognized tax benefits for uncertain tax positions and related accrued interest totaled approximately $1.6 at September 30, 2008. Minor adjustments increased the total amount to approximately $2.0 at September 30, 2009. Along with minor adjustments in fiscal 2010, the Company recorded $2.7 for acquired businesses, resulting in a total reserve of $4.9 at September 30, 2010. Minor adjustments increased the total amount to approximately $5.6 as of September 30, 2011, all of which would affect the effective tax rate if recognized. Federal returns for tax years after September 30, 2007 remain subject to examination, along with various state returns for the past two to six years and various foreign returns for the past six years. One state uncertainty is currently being addressed with the state taxing authority and is expected to be resolved within the next 12 months, so related unrecognized tax benefits totaling $.8 were classified as "Other current liabilities" on the balance sheet as of September 30, 2011, while approximately $4.7 of unrecognized tax benefits were classified in "Other Liabilities."

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Goodwill

12 Months Ended

Sep. 30, 2011

Goodwill [Abstract]

Goodwill

NOTE 4 – GOODWILL

The changes in the carrying amount of goodwill by reportable segment (see Note 20) were as follows:

		Branded			Other		Snacks,			Frozen
		Cereal			Cereal		Sauces			Bakery
		Products			Products		& Spreads			Products			Pasta		Total
Balance, September 30, 2009
Goodwill (gross)	$	1,794.5		$	47.2	$	252.0		$	351.9		$	-	$	2,445.6
Accumulated impairment losses		-			-		(59.0	)		-			-		(59.0	)
Goodwill (net)	$	1,794.5		$	47.2	$	193.0		$	351.9		$	-	$	2,386.6
Goodwill acquired		-			-		40.6			14.1			522.7		577.4
Impairment loss		-			-		(20.5	)		-			-		(20.5	)
Purchase price allocation adjust.		(.6	)		-		-			-			-		(.6	)
Currency translation adjustment		.2			-		.9			1.7			-		2.8
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
Impairment loss		(364.8	)		-		-			-			-		(364.8	)
Purchase price allocation adjust.		-			-		-			.1			11.4		11.5
Income tax adjustments		-			-		-			(.4	)		-		(.4	)
Currency translation adjustment		(.1	)		-		(.7	)		(1.1	)		-		(1.9	)
Balance, September 30, 2011
Goodwill (gross)	$	1,794.0		$	47.2	$	292.8		$	366.3		$	534.1	$	3,034.4
Accumulated impairment losses		(364.8	)		-		(79.5	)		-			-		(444.3	)
Goodwill (net)	$	1,429.2		$	47.2	$	213.3		$	366.3		$	534.1	$	2,590.1

     Goodwill represents the excess of the cost of acquired businesses over the fair market value of their identifiable net assets. In the fourth quarter of fiscal 2011, Ralcorp early adopted ASU No. 2011-8 "Intangibles –Goodwill and Other (Topic 350): Testing Goodwill for Impairment." The Company conducts a goodwill impairment qualitative assessment during the fourth quarter of each fiscal year following the annual forecasting process, or more frequently if facts and circumstances indicate that goodwill may be impaired. The goodwill impairment qualitative assessment requires an assessment of each reporting unit to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If adverse qualitative trends are identified that could negatively impact the fair value of the business, a "step one" goodwill impairment test is performed. The "step one" goodwill impairment test requires an estimate of the fair value of the reporting unit and certain assets and liabilities. The estimated fair value was determined using a combined income and market approach with a greater weighting on the income approach (75% of the calculation). The income approach is based on discounted future cash flows and requires significant assumptions, including estimates regarding future revenue, profitability, and capital requirements. The market approach (25% of the calculation) is based on a market multiple (EBITDA and revenue or just EBITDA, which stands for earnings before interest, income taxes, depreciation, and amortization) and requires an estimate of appropriate multiples for each reporting unit based on market data.

     During the fourth fiscal quarter of 2011, the Company conducted an impairment test on Branded Cereal Products goodwill acquired in fiscal 2008 as part of the Post Foods acquisition. In late September and October 2011, a new management team was named at Post (including William Stiritz as Chief Executive Officer, Robert Vitale as Chief Financial Officer, and James Holbrook as Executive Vice President of Marketing) in advance of the anticipated spin-off of the business from Ralcorp. The new management team conducted an extensive business review during this time. Based upon the review of the Post cereal business conducted by the newly appointed Post management team in October 2011, sales declines in the fourth quarter and continuing into October, and weakness in the branded ready-to-eat cereal category and the broader economy, management determined that additional strategic steps were needed to stabilize the business and the competitive position of its brands. As a result of the revised business outlook of the new Post management team, a "step one" goodwill impairment analysis was performed. Because Post's carrying value was determined to be in excess of its fair value in the step one analysis, the Company was required to perform "step two" of the impairment analysis to determine the amount of goodwill impairment to be recorded. The amount of the impairment is calculated by comparing the implied fair value of the goodwill to its carrying amount, which requires the allocation of the fair value determined in the step one analysis to the individual assets and liabilities of the reporting unit. Any remaining fair value represents the implied fair value of goodwill on the testing date. Based on the step two analysis, Ralcorp recorded a pre-tax, non-cash impairment charge of $364.8 million ($6.53 per share) to reduce the carrying value of goodwill to its estimated fair value. Estimated fair values of the reporting unit and its identifiable net assets were determined based on the results of a combination of valuation techniques including EBITDA and revenue multiples and expected present value of future cash flows using revised forecasts based on the additional strategic steps that new Post management determined were necessary for the business.

     During fiscal 2010, a goodwill impairment loss of $20.5 ($12.9 after taxes, or $.23 per diluted share) was recognized in the Snacks, Sauces & Spreads segment related to the Linette chocolate reporting unit, resulting in an adjusted goodwill balance of zero for this reporting unit. Factors culminating in the impairment included lower sales to a major customer, the inability to quickly replace the lost volume (including a decision by a major retailer to delay potential new product offerings), and changes in anticipated ingredient cost trends, leading to shortfalls in EBITDA relative to forecasts. Estimated fair values of the reporting unit and its identifiable net assets were determined based on the results of a combination of valuation techniques including EBITDA multiples and expected present value of future cash flows using revised forecasts.

     These fair value measurements fell within Level 3 of the fair value hierarchy as described in Note 14. The goodwill impairment losses are aggregated with trademark impairment losses in "Impairment of intangible assets."

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Commitments And Contingencies

12 Months Ended

Sep. 30, 2011

Commitments And Contingencies [Abstract]

Commitments And Contingencies

NOTE 16 – COMMITMENTS AND CONTINGENCIES

Legal Proceedings

     The Company is a party to a number of legal proceedings in various federal, state and foreign jurisdictions. These proceedings are in varying stages and many may proceed for protracted periods of time. Some proceedings involve complex questions of fact and law. Additionally, the operations of the Company, like those of similar businesses, are subject to various federal, state local and foreign laws and regulations intended to protect public health and the environment, including air and water quality and waste handling and disposal.

     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 relating to these lawsuits cannot be reasonably estimated at this time; however, the Company does not expect that its ultimate liability, if any, will exceed $10.0.     

     From time to time, the Company is a party to various other legal proceedings. 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 individually and in the aggregate to the Company's consolidated financial position, results of operations or cash flows. In addition, while it is difficult to estimate the potential financial impact of actions regarding expenditures for compliance with regulatory matters, in the opinion of management, based upon the information currently available, the ultimate liability arising from such compliance matters is not expected to be material to the Company's consolidated financial position, results of operations or cash flows.

Lease Commitments

     Future minimum rental payments under noncancelable operating leases in effect as of September 30, 2011 were $15.9, $11.8, $11.1, $9.6, $9.1, and $29.2 for fiscal 2012, 2013, 2014, 2015, 2016, and thereafter, respectively.

     Rent expense for all operating leases was $23.2, $21.9, and $18.9 in fiscal 2011, 2010, and 2009, respectively, net of sublease income of zero, $.1, and $.1 in fiscal 2011, 2010, and 2009, respectively.

Container Supply Agreement

     During fiscal 2002, the Company entered into a ten-year agreement to purchase certain containers from a single supplier (and added additional containers through amendments in fiscal 2003 and 2004). It is believed that the agreement was related to the supplier's financing arrangements regarding the container facility. The Company's total purchases under the agreement were $32.5 in fiscal 2011, $22.6 in fiscal 2010, and $26.3 in fiscal 2009. Cumulatively, the Company has purchased approximately 1,072 million containers as of September 30, 2011. Generally, to avoid a shortfall payment requirement, the Company must purchase approximately 348 million additional containers by the end of the ten-year term. The minimum future payment obligation is currently estimated at $1.5.

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Allowance For Doubtful Accounts

12 Months Ended

Sep. 30, 2011

Allowance For Doubtful Accounts [Abstract]

Allowance For Doubtful Accounts

NOTE 12 – ALLOWANCE FOR DOUBTFUL ACCOUNTS

		2011			2010			2009
Balance, beginning of year	$	1.1		$	2.0		$	.4
Provision charged to expense		-			(.9	)		2.1
Write-offs, less recoveries		(.1	)		(.3	)		.1
Transfers to/from Ralcorp Receivables Corporation		1.1			.3			(.6	)
Balance, end of year	$	2.1		$	1.1		$	2.0

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Pension And Other Postretirement Benefits (Changes In Fair Value Of Partnership/Joint Venture Interests) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at end of year	$ 241.2	$ 212.9
Partnership/Joint Venture Interests [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at beginning of year	4.6	3.5
Total gains or losses (realized/unrealized)	1.1	0.7
Purchases, sales, issuances, and settlements, net	(0.3)	0.4
Fair value of plan assets at end of year	$ 5.4	$ 4.6

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(Loss) Earnings Per Share

12 Months Ended

Sep. 30, 2011

(Loss) Earnings Per Share [Abstract]

(Loss) Earnings Per Share

NOTE 8 – (LOSS) EARNINGS PER SHARE

     For fiscal 2011, no potential common shares were included in the computation of the diluted per-share amount because all would have been antidilutive to the net loss. See Note 19 for more information about those potential shares (i.e., outstanding stock-based compensation awards settled in stock, including stock-settled stock appreciation rights, options, and restricted stock awards). For fiscal 2010 and 2009, the following schedule shows the number of 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.

	First	Second	Third	Fourth
	Quarter	Quarter	Quarter	Quarter
Fiscal 2010
SARs at $56.56 per share	405,000	-	-	-
SARs at $66.07 per share	503,500	503,500	503,500	503,500
SARs at $65.45 per share	25,000	-	-	-
SARs at $58.79 per share	8,000	8,000	8,000	8,000
SARs at $56.27 per share	390,400	390,400	390,400	387,400
SARs at $57.14 per share	12,500	12,500	12,500	12,500
SARs at $57.45 per share	-	-	-	573,400
Fiscal 2009
SARs at $56.56 per share	435,000	435,000	405,000	-
SARs at $66.07 per share	538,000	538,000	508,000	503,500
SARs at $65.45 per share	25,000	25,000	25,000	25,000
SARs at $58.79 per share	-	-	8,000	8,000

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Income Taxes (Components Of Income Taxes) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2009
Current federal income taxes	$ 111.2	$ 105.8	$ 178.1
Current state income taxes	19.6	0.6	24.9
Current foreign income taxes	1.1	1.0	(0.2)
Total current income taxes	131.9	107.4	202.8
Deferred federal income taxes	(34.2)	0.6	(38.3)
Deferred state income taxes	(15.1)	(3.4)	(2.6)
Deferred foreign income taxes	0.4	0.7	(5.0)
Total deferred income taxes	(48.9)	(2.1)	(40.3)
Total provision for income taxes (excluding income taxes on equity earnings)	83.0	105.3	156.9
Deferred income taxes on equity earnings	(48.9)	(2.1)	(40.3)
Total provision for income taxes (including income taxes on equity earnings)	83.0	105.3	162.5
Amount Not Related To Equity-Method Earnings [Member]
Total deferred income taxes			(45.9)
Deferred income taxes on equity earnings			(45.9)
Amount Related To Equity-Method Earnings [Member]
Total deferred income taxes			5.6
Deferred income taxes on equity earnings			$ 5.6

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Equity Investment In Vail Resorts, Inc.

12 Months Ended

Sep. 30, 2011

Equity Investment In Vail Resorts, Inc. [Abstract]

Equity Investment In Vail Resorts, Inc.

NOTE 6 – EQUITY INVESTMENT IN VAIL RESORTS, INC.

     On January 3, 1997, the Company sold its ski resorts holdings (Resort Operations) to Vail Resorts, Inc. (Vail) in exchange for 7,554,406 shares of Vail common stock (NYSE:MTN). In March 2006, the Company sold 100,000 of its shares of Vail, and in August and September 2008, the Company sold an additional 368,700 shares. During 2009, the Company sold its remaining 7,085,706 shares (including those subject to forward sale contracts, as discussed in Note 7) for a total of $211.9. The shares sold in 2009 had a carrying value of $141.3, so the transactions resulted in a $70.6 gain. The Company held no shares of Vail Resorts at September 30, 2009, 2010, or 2011.

     Vail's fiscal year ends July 31, so the Company reported equity earnings on a two-month time lag. Until June 2009, the equity method of accounting was appropriate because we had significant influence over Vail due to our ownership percentage and the fact that two of the Company's directors served as directors of Vail.

Vail's applicable summarized financial information follows:

		Year Ended
		July 31, 2009
Net revenues	$	977.0
Total operating expenses		870.9
Income from operations	$	106.1
Net income	$	49.0

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Forward Sale Contracts

12 Months Ended

Sep. 30, 2011

Forward Sale Contracts [Abstract]

Forward Sale Contracts

NOTE 7 – FORWARD SALE CONTRACTS    

     During fiscal 2006 and 2007, Ralcorp entered into forward sale contracts relating to 4.95 million shares of its Vail common stock with maturity dates ranging from November 21, 2008 to November 15, 2013. Ralcorp received a total of $140.0 under the discounted advance payment feature of the contracts. Amortization of the $44.1 discounts was included in "Interest expense, net" on the statement of operations and totaled $5.1 in 2009. In fiscal 2009, all contracts were settled and Ralcorp delivered 3,503,263 shares.

     The forward sale agreements had a dual nature and purpose. The advance proceeds component acted as a financing arrangement collateralized by the underlying Vail shares. The derivative component, which was based on a price collar on Vail shares, acted as a hedge of the future sale of the underlying shares. Because Ralcorp accounted for its investment in Vail Resorts using the equity method, these contracts were not eligible for hedge accounting. Therefore, any gains or losses on the contracts, whether realized or unrealized, were immediately recognized in earnings.

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Supplemental Earnings And Cash Flow Information

12 Months Ended

Sep. 30, 2011

Supplemental Earnings And Cash Flow Information [Abstract]

Supplemental Earnings And Cash Flow Information

NOTE 9 – SUPPLEMENTAL EARNINGS AND CASH FLOW INFORMATION

		2011		2010		2009
Repair and maintenance expenses	$	122.8	$	114.7	$	104.1
Advertising and promotion expenses		134.1		102.0		133.4
Research and development expenses		23.6		21.1		19.2
Interest paid		136.3		107.2		98.7
Income taxes paid, net of refunds		114.9		153.5		192.6
Cash received from the exercise of stock options		7.6		5.6		8.4
Tax benefits realized from exercised
stock options and similar awards		5.9		3.8		6.8

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Equity Investment In Vail Resorts, Inc. (Summary Of Financial Information) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Jul. 31, 2009
Equity Investment In Vail Resorts, Inc. [Abstract]
Net revenues	$ 977.0
Total operating expenses	870.9
Income from operations	106.1
Net income	$ 49.0

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Pension And Other Postretirement Benefits (Schedule Of Changes In Accumulated Postretirement Benefit Obligation) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 30, 2011
Pension And Other Postretirement Benefits [Abstract]
Effect on postretirement benefit obligation, Increase	$ 23.1
Effect on total service and interest cost, Increase	1.6
Effect on postretirement benefit obligation, Decrease	(18.6)
Effect on total service and interest cost, Decrease	$ (1.3)

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(Loss) Earnings Per Share (Stock Appreciation Rights) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2010	Dec. 31, 2009	Sep. 30, 2009	Jun. 30, 2009	Mar. 31, 2009	Dec. 31, 2008	Sep. 30, 2010	Sep. 30, 2009
SARs At $56.56 Per Share [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock appreciation rights not included in computation of diluted EPS				405,000		405,000	435,000	435,000
Grant date price per share of stock appreciation rights									$ 56.56	$ 56.56
SARs At $66.07 Per Share [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock appreciation rights not included in computation of diluted EPS	503,500	503,500	503,500	503,500	503,500	508,000	538,000	538,000
Grant date price per share of stock appreciation rights									$ 66.07	$ 66.07
SARs At $65.45 Per Share [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock appreciation rights not included in computation of diluted EPS				25,000	25,000	25,000	25,000	25,000
Grant date price per share of stock appreciation rights									$ 65.45	$ 65.45
SARs At $58.79 Per Share [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock appreciation rights not included in computation of diluted EPS	8,000	8,000	8,000	8,000	8,000	8,000
Grant date price per share of stock appreciation rights									$ 58.79	$ 58.79
SARs At $56.27 Per Share [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock appreciation rights not included in computation of diluted EPS	387,400	390,400	390,400	390,400
Grant date price per share of stock appreciation rights									$ 56.27
SARs At $57.14 Per Share [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock appreciation rights not included in computation of diluted EPS	12,500	12,500	12,500	12,500
Grant date price per share of stock appreciation rights									$ 57.14
SARs At $57.45 Per Share [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock appreciation rights not included in computation of diluted EPS	573,400
Grant date price per share of stock appreciation rights									$ 57.45

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Equity Investment In Vail Resorts, Inc. (Narrative) (Details) (USD $) In Millions, except Share data, unless otherwise specified	0 Months Ended	1 Months Ended	12 Months Ended
	Jan. 03, 1997	Mar. 31, 2006	Sep. 30, 2011	Sep. 30, 2009	Sep. 30, 2010
Equity Investment In Vail Resorts, Inc. [Abstract]
Shares received from Vail Resorts in exchange for Resort Operations	7,554,406
Sale of Vail Resorts' shares		100,000	368,700	7,085,706
Sale of Vail Resorts' shares, value				$ 211.9
Investment in Vail Resorts, carrying value				141.3
Gain on sale of investment in Vail Resorts				$ 70.6
Number of Vail Resorts' shares held			0	0	0

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Stock-Based Compensation Plans (Summary Of Restricted Stock Awards Activity) (Details) (Restricted Stock Awards [Member], USD $)	12 Months Ended
	Sep. 30, 2011
Restricted Stock Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number Of Awards, Outstanding	436,765
Weighted Average Grant Date Fair Value, Outstanding	$ 53.25
Number Of Awards, Granted	766
Weighted Average Grant Date Fair Value, Granted	$ 65.23
Number Of Shares, Vested	(84,521)
Weighted Average Grant Date Fair Value, Vested	$ 49.88
Number Of Awards, Forfeited	(12,500)
Weighted Average Grant Date Fair Value, Forfeited	$ 56.27
Number Of Awards, Outstanding	340,510
Weighted Average Grant Date Fair Value, Outstanding	$ 54.00

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Goodwill (Tables)

12 Months Ended

Sep. 30, 2011

Goodwill [Abstract]

Changes In Carrying Amount Of Goodwill

		Branded			Other		Snacks,			Frozen
		Cereal			Cereal		Sauces			Bakery
		Products			Products		& Spreads			Products			Pasta		Total
Balance, September 30, 2009
Goodwill (gross)	$	1,794.5		$	47.2	$	252.0		$	351.9		$	-	$	2,445.6
Accumulated impairment losses		-			-		(59.0	)		-			-		(59.0	)
Goodwill (net)	$	1,794.5		$	47.2	$	193.0		$	351.9		$	-	$	2,386.6
Goodwill acquired		-			-		40.6			14.1			522.7		577.4
Impairment loss		-			-		(20.5	)		-			-		(20.5	)
Purchase price allocation adjust.		(.6	)		-		-			-			-		(.6	)
Currency translation adjustment		.2			-		.9			1.7			-		2.8
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
Impairment loss		(364.8	)		-		-			-			-		(364.8	)
Purchase price allocation adjust.		-			-		-			.1			11.4		11.5
Income tax adjustments		-			-		-			(.4	)		-		(.4	)
Currency translation adjustment		(.1	)		-		(.7	)		(1.1	)		-		(1.9	)
Balance, September 30, 2011
Goodwill (gross)	$	1,794.0		$	47.2	$	292.8		$	366.3		$	534.1	$	3,034.4
Accumulated impairment losses		(364.8	)		-		(79.5	)		-			-		(444.3	)
Goodwill (net)	$	1,429.2		$	47.2	$	213.3		$	366.3		$	534.1	$	2,590.1

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Summary Of Significant Accounting Policies (Other Intangible Assets) (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2011	Sep. 30, 2010
Finite-Lived Intangible Assets [Line Items]
Carrying Amount	$ 1,776.2	$ 1,908.8
Accumulated Amortization	(259.7)	(181.8)
Net Amount	1,516.5	1,727.0
Computer Software [Member]
Finite-Lived Intangible Assets [Line Items]
Carrying Amount	75.3	66.0
Accumulated Amortization	(46.2)	(38.4)
Net Amount	29.1	27.6
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Carrying Amount	836.9	840.1
Accumulated Amortization	(176.8)	(115.9)
Net Amount	660.1	724.2
Trademarks/Brands [Member]
Finite-Lived Intangible Assets [Line Items]
Carrying Amount	126.5	126.5
Accumulated Amortization	(26.6)	(19.3)
Net Amount	99.9	107.2
Other Intangible [Member]
Finite-Lived Intangible Assets [Line Items]
Carrying Amount	13.1	13.1
Accumulated Amortization	(10.1)	(8.2)
Net Amount	3.0	4.9
Subject To Amortization [Member]
Finite-Lived Intangible Assets [Line Items]
Carrying Amount	1,051.8	1,045.7
Accumulated Amortization	(259.7)	(181.8)
Net Amount	792.1	863.9
Trademarks/Brands [Member]
Finite-Lived Intangible Assets [Line Items]
Carrying Amount	724.4	863.1
Net Amount	$ 724.4	$ 863.1

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Fair Value Measurements

12 Months Ended

Sep. 30, 2011

Fair Value Measurements [Abstract]

Fair Value Measurements

NOTE 14 – FAIR VALUE MEASUREMENTS

     The following table represents 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:

				September 30, 2011							September 30, 2010
		Total		Level 1		Level 2			Total		Level 1		Level 2
Assets
Marketable securities	$	8.2	$	8.2		$	-	$	10.0	$	10.0	$	-
Derivative assets		.3		-			.3		16.7		-		16.7
Deferred compensation investment		23.7		23.7			-		22.2		22.2		-
	$	32.2	$	31.9		$	.3	$	48.9	$	32.2	$	16.7
Liabilities
Derivative liabilities	$	53.1	$	-	$	53.1		$	2.6	$	-	$	2.6
Deferred compensation liabilities		37.3		-			37.3		31.2		-		31.2
	$	90.4	$	-	$	90.4		$	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 – Level 2 –

Inputs are quoted prices in active markets for identical assets or liabilities. 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 fair value of the deferred compensation investment is invested primarily in mutual funds and 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 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 (Note 15) 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 (Level 2), the Company's fixed rate debt (which had a carrying amount of $1,951.6 as of September 30, 2011 and $1,991.4 as of September 30, 2010) had an estimated fair value of $2,070.1 as of September 30, 2011 and $2,399.5 as of September 30, 2010.

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Stock-Based Compensation Plans

12 Months Ended

Sep. 30, 2011

Stock-Based Compensation Plans [Abstract]

Stock-Based Compensation Plans

NOTE 19 – STOCK-BASED COMPENSATION PLANS

On February 8, 2007, the Company's shareholders adopted the 2007 Incentive Stock Plan. Effective October 1, 2008, it was amended and restated to reflect requirements of Section 409A. The 2007 Incentive Stock Plan became the Amended and Restated 2007 Incentive Stock Plan (Plan), which reserves shares to be used for various stock-based compensation awards and replaces the 2002 Incentive Stock Plan. The Plan provides that eligible employees may receive stock option awards, stock appreciation rights and other stock awards payable in whole or part by the issuance of stock. At September 30, 2011, 2,457,679 shares were available for future awards under the Plan, excluding the potential reduction due to future exercises of stock appreciation rights, grants of restricted stock units, or future distributions from deferred compensation plans (discussed herein). The Company uses treasury shares for restricted stock grants and to settle stock-settled stock appreciation rights and stock options exercised. The Company paid $1.0, $1.6, and zero for stock-based liabilities in the years ended September 30, 2011, 2010, and 2009, respectively.

     Total compensation cost for stock-based compensation awards recognized in the years ended September 30, 2011, 2010, and 2009 was $16.4, $17.9, and $13.4, respectively, and the related recognized deferred tax benefit for each of those years was $5.9, $7.0, and $5.3, respectively. As of September 30, 2011, the total compensation cost related to nonvested awards not yet recognized was $19.4, which is expected to be recognized over a weighted average period of 2.3 years.

Stock Appreciation Rights

     Information about the Company's stock-settled stock appreciation rights (SARs) is summarized in the following table. Upon exercise of each right, the holder of stock-settled SARs will receive the number of shares of Ralcorp common stock equal in value to the difference between the exercise price and the fair market value at the date of exercise, less all applicable taxes. The total intrinsic value of SARs exercised was $3.0, $.3, and $.2 in fiscal 2011, 2010, and 2009, respectively.

				Weighted	Weighted
	Stock-Settled			Average	Average
	Stock			Exercise	Remaining		Aggregate
	Appreciation			Price	Contractual		Intrinsic
	Rights			Per Share	Term		Value
Outstanding at September 30, 2010	2,737,553		$	55.58
Granted	35,000			62.41
Exercised	(128,206	)		51.85
Forfeited	(53,001	)		59.85
Outstanding at September 30, 2011	2,591,346			55.77	7.0 years	$	54.3
Vested and expected to vest
as of September 30, 2011	2,559,441			55.72	7.0 years		53.7
Exercisable at September 30, 2011	1,172,833			51.81	5.5 years		29.2

     In September 2010, the Company granted cash-settled SARs for the first time. Upon exercise of each right, the holder of cash-settled SARs will receive cash equal in value to the difference between the exercise price and the fair market value at the date of exercise, less all applicable taxes. Information about the Company's cash-settled SARs is summarized in the following table.

				Weighted	Weighted
	Cash-Settled			Average	Average
	Stock			Exercise	Remaining		Aggregate
	Appreciation			Price	Contractual		Intrinsic
	Rights			Per Share	Term		Value
Outstanding at September 30, 2010	51,000		$	57.45
Granted	-			-
Exercised	(1,500	)		57.45
Forfeited	(2,000	)		57.45
Outstanding at September 30, 2011	47,500			57.45	8.6 years	$	914.9
Vested and expected to vest
as of September 30, 2011	44,965			57.45	8.6 years		866.0
Exercisable at September 30, 2011	2,000			57.45	0.2 years		38.5

     The fair value of each SAR was estimated on the date of grant using the Black-Scholes valuation model, which uses assumptions of expected option life (term), expected stock price volatility, risk-free interest rate, and expected dividends. The expected option life, or expected term, is estimated based on the award's vesting period and contractual term, along with historical exercise behavior on similar awards. Expected volatilities are based on historical volatility trends and other factors. The risk-free rate is the interpolated grant date U.S. Treasury rate for a term equal to the expected option life. Cash-settled SARs are liability-classified awards that must be remeasured at fair value at the end of each reporting period, and cumulative compensation cost recognized to date must be trued up each reporting period for changes in fair value prorated for the portion of the requisite service period rendered. The corresponding weighted average assumptions and fair values were as follows:

		Stock-Settled SARs Granted									Cash-Settled SARs Outstanding
		[Fair Value at Grant Date]									[Fair Value at Year End]
		2011			2010			2009			2011			2010		2009
Expected term		6.0 years			6.1 years			7.0 years			5.0 years			6.0 years		n/a
Expected stock price volatility		30.0	%		30.4	%		30.5	%		30.0	%		30.0	%	n/a
Risk-free interest rate		1.74	%		2.07	%		2.70	%		0.96	%		1.58	%	n/a
Expected dividends		0	%		0	%		0	%		0	%		0	%	n/a
Fair value (per right)	$	20.26		$	19.19		$	22.68		$	30.27		$	19.16		n/a

Stock Options

     Changes in nonqualified stock options outstanding are summarized in the following table. Most of the options were exercisable beginning from three to six years after date of grant and have a maximum term of ten years. All of the outstanding options were vested and exercisable as of September 30, 2011.

				Weighted	Weighted
				Average	Average
	Shares			Exercise	Remaining		Aggregate
	Under			Price	Contractual		Intrinsic
	Option			Per Share	Term		Value
Outstanding at September 30, 2010	743,526		$	29.62
Granted	-			-
Exercised	(268,902	)		28.52
Forfeited	-			-
Outstanding at September 30, 2011	474,624			30.24	2.0 years	$	22.1

     The fair value of each option was estimated on the date of grant using the Black-Scholes valuation model, as described under the heading "Stock Appreciation Rights" above. The total intrinsic value of stock options exercised was $12.9, $9.9, and $17.0, in fiscal 2011, 2010, and 2009, respectively.

Restricted Stock Awards

     Information about the Company's restricted stock awards (nonvested shares and stock units) is summarized in the following table. Of the awards nonvested at September 30, 2011, 100,000 are restricted stock units which entitle awardees to receive the same number of shares upon vesting. The rest of the restricted stock awards are nonvested shares of stock. Approximately 114,755, 41,255, 156,833, 13,833, and 13,834 shares/units are scheduled to vest in fiscal 2012, 2013, 2014, 2015, and 2016, respectively, but would vest immediately in the event of a qualifying retirement or involuntary termination (other than for cause). The grant date fair value of each award is initially recorded as a reduction of shareholders' equity and amortized on a straight-line basis over the expected vesting period. The total vest date fair value of restricted stock awards that vested during fiscal 2011, 2010, and 2009 was $5.8, $.4, and $.9, respectively.

				Weighted
				Average
				Grant Date
				Fair Value
	Number			Per Share
Nonvested at September 30, 2010	436,765		$	53.25
Granted	766			65.23
Vested	(84,521	)		49.88
Forfeited	(12,500	)		56.27
Nonvested at September 30, 2011	340,510			54.00

Other Stock-Based Compensation Awards

     On August 4, 2008, the Company granted a restricted incentive award to certain Post Foods employees. The award, which was paid in cash on August 4, 2011, was equal to the value of 10,800 shares of the Company's stock at the payment date. In the fourth quarter of fiscal 2010, the Company granted similar awards to certain AIPC and Post Foods employees, which will be paid in cash in the fourth quarter of fiscal 2013 (based on 40,553 shares for awards outstanding as of September 30, 2011). On September 21, 2011, the Company granted similar awards based on a total of 12,500 shares to a corporate officer, which will be paid in cash in the third quarter of fiscal 2012. For each grant, the estimated fair value of the payout is accrued on a straight-line basis over the period from the grant date to the payout date. Related expense recorded for fiscal 2011, 2010, and 2009 was $2.3, $.2, and $.3, respectively.

     On September 25, 2008, the Board of Directors approved a long-term cash incentive award for the corporate officers, which was tied to stock price improvements. The estimated fair value of the payout (based upon the Company's periodic assessments of the likelihood of the achievement of stock price targets) was being accrued on a straight-line basis over the period from September 25, 2008 to December 30, 2010. The stock price targets were not achieved, so all previously recorded accruals were ultimately reversed. Related expense recorded for fiscal 2011, 2010, and 2009 was zero, $(1.0), and $1.0, respectively.

Deferred Compensation

     The Plan provides for deferred compensation plans for non-management directors and key employees, as well as an Executive Savings Investment Plan.

     Under the Deferred Compensation Plan for Non-Management Directors, any non-management director may elect to defer, within certain limitations, his retainer and fees until retirement or other termination of his directorship. Deferrals may be made in Ralcorp common stock equivalents (Equity Option) or in cash under a number of funds operated by The Vanguard Group Inc. with a variety of investment strategies and objectives (Vanguard Funds). Deferrals in the Equity Option receive a 33 1/3% Company matching contribution that is fully vested. All distributions under this plan are paid in cash.

     Under the Deferred Compensation Plan for Key Employees, eligible employees may elect to defer payment of all or a portion of their bonus until some later date. Deferrals may be made in the Equity Option or in the Vanguard Funds. Under this plan, deferrals into the Equity Option are distributed in Ralcorp stock, while deferrals into the Vanguard Funds are distributed in cash.

     The Executive Savings Investment Plan generally allows eligible employees to defer up to 44% of their cash compensation. However, once they have reached the legislated maximum annual pre-tax contribution to the Company's Savings Investment Plan [401(k)] or their compensation exceeds the legislated maximum compensation that can be recognized under that plan, they are eligible to defer an additional 2% to 6% of their cash compensation, a portion of which receives a Company matching contribution that vests at a rate of 25% for each year of Company service. Deferrals may be made in the Equity Option or in the Vanguard Funds. Under this plan, deferrals into the Equity Option are distributed in Ralcorp stock, while deferrals into the Vanguard Funds are distributed in cash.

     Matching contributions related to these deferred compensation plans resulted in additional compensation expense of approximately $.5 annually for fiscal 2011, 2010, and 2009. Market adjustments to the liability and investment related to these plans resulted in pretax expense of $2.7 for fiscal 2011, a pretax gain of $.1 for fiscal 2010, and a pretax gain of $1.3 for fiscal 2009.

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Quarterly Financial Data (Unaudited) (Quarterly Financial Data) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2010	Dec. 31, 2009	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2009
Quarterly Financial Data (Unaudited) [Abstract]
Net sales	$ 1,223.2	$ 1,171.9	$ 1,172.6	$ 1,173.3	$ 1,129.2	$ 962.4	$ 965.0	$ 991.9	$ 4,741.0	$ 4,048.5	$ 3,891.9
Gross profit	295.1	289.7	340.0	318.0	292.4	245.3	266.4	272.8	1,242.8	1,076.9	1,057.8
Adjustments for economic hedges	(18.5)	(21.2)	6.0	4.8					(28.9)
Post separation costs	(2.8)								(2.8)
Impairment of intangible assets	(471.4)	(32.1)			(19.4)		(20.5)		(503.5)	(39.9)
Merger and integration costs	(1.0)	(1.2)	(0.1)	(0.2)	(14.5)	(13.5)	(4.5)	(0.6)	(2.5)	(33.1)	(32.0)
Provision for legal settlement				(2.5)	(7.5)				(2.5)	(7.5)
Amounts related to plant closures	(1.3)	(2.4)	(0.2)	(0.2)	(1.5)	(0.2)	(0.1)	(0.7)	(4.1)	(2.5)	(0.5)
Net earnings (loss)	$ (370.1)	$ 28.3	$ 83.3	$ 71.3	$ 41.9	$ 53.0	$ 46.7	$ 67.2	$ (187.2)	$ 208.8	$ 290.4
Diluted earnings (loss) per share	$ (6.72)	$ 0.50	$ 1.50	$ 1.28	$ 0.76	$ 0.95	$ 0.84	$ 1.19	$ (3.41)	$ 3.74	$ 5.09

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Summary Of Significant Accounting Policies (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended					3 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2009	Sep. 30, 2011 Machinery And Equipment [Member]	Sep. 30, 2011 Building and Building Improvements [Member]	Sep. 30, 2011 Post Honey Bunches Of Oats Post Selects And Post Trademarks [Member]	Jun. 30, 2011 Post Shredded Wheat And Grape-Nuts Trademarks [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives range, maximum, years				15	30
Depreciation expense	$ 148.3	$ 117.5	$ 102.4
Amortization expense, fiscal year 2012	79.3
Amortization expense, fiscal year 2013	70.9
Amortization expense, fiscal year 2014	66.1
Amortization expense, fiscal year 2015	61.3
Amortization expense, fiscal year 2016	56.2
Impairment loss						106.6	32.1
Storage and other warehouse cost	$ 144.7	$ 127.6	$ 111.6

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Derivative Financial Instruments And Hedging (Tables)

12 Months Ended

Sep. 30, 2011

Derivative Financial Instruments And Hedging [Abstract]

Notional Amounts Of Derivative Instruments Held

	Sept. 30,	Sept. 30,
	2011	2010
Raw materials (thousands of pounds)	1,395,470	679,393
Natural gas (thousands of MMBTUs)	3,885	3,200
Other fuel (thousands of gallons)	12,966	8,001
Currency (thousands of dollars)	83,250	69,450

Fair Value And Balance Sheet Location Of Derivative Instruments

		Fair Value
		2011			2010	Balance Sheet Location
Liability Derivatives:
Commodity contracts	$	49.0		$	2.6	Other current liabilities
Foreign exchange contracts		4.1			-	Other current liabilities
	$	53.1		$	2.6
Asset Derivatives:
Commodity contracts	$	.3	$	15.8		Prepaid expenses and other current assets
Foreign exchange contracts		-			.9	Prepaid expenses and other current assets
	$	.3	$	16.7

Effects Of Derivative Instruments On Statement 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	$	9.4		$	15.7		$	33.3		$	(13.5	)	$	2.5	$	(.3	)	Cost of goods sold
Foreign exchange contracts		(1.2	)		1.2			3.5			8.5			-		-		SG&A
Interest rate contracts		-			(14.4	)		(1.5	)		(1.3	)		-		-		Interest expense, net
	$	8.2		$	2.5		$	35.3		$	(6.3	)	$	2.5	$	(.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	) $		.2			Cost of goods sold
Interest rate contracts								.2			-			Interest expense, net
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					$			(28.9	) $		-			Cost of goods sold

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Consolidated Statements Of Cash Flows (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2009
Cash Flows from Operating Activities
Net (loss) earnings	$ (187.2)	$ 208.8	$ 290.4
Adjustments to reconcile net (loss) earnings to net cash flow provided by operating activities:
Depreciation and amortization	226.5	166.8	144.7
Impairment of intangible assets	503.5	39.9
Stock-based compensation expense	16.4	17.9	13.4
Gain on forward sale contracts			(17.6)
Gain on sale of securities			(70.6)
Equity in earnings of Vail Resorts, Inc.			(15.4)
Deferred income taxes	(48.9)	(2.1)	(40.3)
Sale of receivables, net			(50.0)
Contributions to qualified pension plan	(20.0)	(30.0)	(5.0)
Other changes in current assets and liabilities, net of effects of business acquisitions:
(Increase) decrease in receivables	(34.6)	(47.7)	9.2
Change in due to/from Kraft Foods Inc.		(13.6)	62.6
Increase in inventories	(66.6)	(2.8)	(9.8)
Decrease (increase) in prepaid expenses and other current assets	11.9	(1.1)	(2.2)
Increase (decrease) in accounts payable and other current liabilities	96.1	(38.4)	(19.6)
Other, net	8.6	4.2	36.9
Net Cash Provided by Operating Activities	505.7	301.9	326.7
Cash Flows from Investing Activities
Business acquisitions, net of cash acquired		(1,312.0)	(55.0)
Additions to property and intangible assets	(141.1)	(128.9)	(115.0)
Proceeds from sale of property	0.5	0.5	0.1
Purchases of securities	(21.6)	(22.8)	(16.2)
Proceeds from sale or maturity of securities	23.4	24.8	95.9
Net Cash Used by Investing Activities	(138.8)	(1,438.4)	(90.2)
Cash Flows from Financing Activities
Proceeds from issuance of long-term debt		653.2	400.0
Repayments of long-term debt	(49.7)	(95.3)	(389.7)
Net (repayments) borrowings under credit arrangements	(298.5)	423.4	(22.1)
Purchases of treasury stock	(1.5)	(115.5)
Proceeds and tax benefits from exercise of stock awards	13.5	9.4	15.2
Changes in book cash overdrafts	(8.2)	6.5	27.8
Other, net	(0.1)	(0.2)	(1.3)
Net Cash (Used) Provided by Financing Activities	(344.5)	881.5	29.9
Effect of Exchange Rate Changes on Cash	(1.7)	1.5	2.3
Net Increase (Decrease) in Cash andCash Equivalents	20.7	(253.5)	268.7
Cash and Cash Equivalents, Beginning of Year	29.3	282.8	14.1
Cash and Cash Equivalents, End of Year	$ 50.0	$ 29.3	$ 282.8

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Stock-Based Compensation Plans (Narrative) (Details) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended																			12 Months Ended						12 Months Ended
	Sep. 30, 2011 years	Sep. 30, 2010	Sep. 30, 2009	Sep. 30, 2011 Stock Options [Member] years	Sep. 30, 2010 Stock Options [Member]	Sep. 30, 2009 Stock Options [Member]	Sep. 30, 2011 Stock Appreciation Rights (SARs) [Member]	Sep. 30, 2010 Stock Appreciation Rights (SARs) [Member]	Sep. 30, 2009 Stock Appreciation Rights (SARs) [Member]	Sep. 30, 2011 Restricted Stock Awards [Member]	Sep. 30, 2010 Restricted Stock Awards [Member]	Sep. 30, 2009 Restricted Stock Awards [Member]	Sep. 30, 2011 Other Stock-Based Compensation Awards [Member]	Sep. 30, 2010 Other Stock-Based Compensation Awards [Member]	Sep. 30, 2009 Other Stock-Based Compensation Awards [Member]	Sep. 30, 2011 Deferred Compensation [Member]	Sep. 30, 2010 Deferred Compensation [Member]	Sep. 30, 2009 Deferred Compensation [Member]	Sep. 30, 2011 Restricted Stock Units (RSUs) [Member]	Sep. 30, 2011 Minimum [Member] Stock Options [Member]	Sep. 30, 2011 Minimum [Member] Deferred Compensation [Member]	Sep. 30, 2011 Maximum [Member] Stock Options [Member]	Sep. 30, 2011 Maximum [Member] Deferred Compensation [Member]	Aug. 04, 2011 Post Foods Employees [Member]	Sep. 30, 2011 AIPC And Post Foods Employees [Member]	Sep. 30, 2011 Officer [Member]	Sep. 30, 2010 Officer [Member]	Sep. 30, 2009 Officer [Member]	Sep. 21, 2011 Officer [Member]	Sep. 30, 2011 Fiscal 2012 [Member] Restricted Stock Awards [Member]	Sep. 30, 2011 Fiscal 2013 [Member] Restricted Stock Awards [Member]	Sep. 30, 2011 Fiscal 2014 [Member] Restricted Stock Awards [Member]	Sep. 30, 2011 Fiscal 2015 [Member] Restricted Stock Awards [Member]	Sep. 30, 2011 Fiscal 2016 [Member] Restricted Stock Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for future awards	2,457,679
Stock-based liabilities paid	$ 1.0	$ 1.6	$ 0
Allocated share-based compensation expense	16.4	17.9	13.4
Stock-based compensation cost recognized													2.3	0.2	0.3											0	(1.0)	1.0
Deferred tax benefit	5.9	7.0	5.3
Compensation cost not yet recognized	19.4
Compensation cost not yet recognized, weighted average period of recognition, years	2.3
Award vesting period, years																				three		six
Maximum term for awards granted, years				10
Total intrinsic value of stock options exercised				12.9	9.9	17.0	3.0	0.3	0.2
Fair value of restricted stock awards vested										5.8	0.4	0.9
Number of shares cash paid will be equal to																								10,800	40,553				12,500
Awards outstanding										340,510	436,765								100,000											114,755	41,255	156,833	13,833	13,834
Employer maximum matching percentage on equity option																33.33%
Percentage of employee cash compensation eligible for deferral under executive savings investment plan																44.00%
Additional deferral of cash consideration percentage																					2.00%		6.00%
Executive savings investment plan, matching, vesting percentage per year of service	25.00%
Deferred compensation plan, compensation expenses																0.5	0.5	0.5
Pretax gain (loss) on market adjustment																$ (2.7)	$ 0.1	$ 1.3

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Business Combinations

12 Months Ended

Sep. 30, 2011

Business Combinations [Abstract]

Business Combinations

NOTE 3 – BUSINESS COMBINATIONS

     Each of the following 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 consolidated statements of operations from the date of acquisition. The purchase price, including acquisition costs for acquisitions before 2010, 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, as shown in the following table. For each acquisition, the goodwill is attributable to the assembled workforce of the acquired business and the significant synergies and opportunities expected from the combination of the acquired business with existing Ralcorp businesses.

		Fiscal 2010						Fiscal 2009
								Harvest
		AIPC			Other			Manor
Cash	$	39.4		$	1.7		$	-
Receivables		42.9			11.5			14.2
Inventories		48.1			7.3			20.3
Other current assets		21.0			1.0			.2
Property		252.2			55.5			8.1
Goodwill		534.1			54.8			14.8
Other intangible assets		568.2			42.7			16.7
Other assets		1.1			-			-
Total assets acquired		1,507.0			174.5			74.3
Accounts payable		(24.1	)		(11.5	)		(10.4	)
Other current liabilities		(29.9	)		(1.3	)		(4.6	)
Deferred income taxes		(238.3	)		(16.6	)		-
Other liabilities		(4.9	)		(1.3	)		(.1	)
Total liabilities assumed		(297.2	)		(30.7	)		(15.1	)
Net assets acquired	$	1,209.8		$	143.8		$	59.2

     The following table summarizes the provisional amounts recognized related to fiscal 2010 acquisitions as of September 30, 2010, as well as adjustments made in the year ended September 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.

		Acquisition			Adjustments			Acquisition
		Date Amounts			During the			Date Amounts
		Recognized as of			Year Ended			Recognized
		September 30, 2010 (a)			September 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			11.5			588.9
Other intangible assets (c)		612.9			(2.0	)		610.9
Other assets (b)		.6			.5			1.1
Total assets acquired		1,669.6			11.9			1,681.5
Accounts payable		(35.6	)		-			(35.6	)
Other current liabilities (b)		(31.1	)		(.1	)		(31.2	)
Deferred income taxes (e)		(243.1	)		(11.8	)		(254.9	)
Other liabilities		(6.2	)		-			(6.2	)
Total liabilities assumed		(316.0	)		(11.9	)		(327.9	)
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" reflect 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.
(e)	The adjustment to "Deferred income taxes" was the result of revised estimates of the estimated AIPC blended state tax rate and the amount of certain temporary income tax differences as of the acquisition date.

Fiscal 2010

     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 operations related to these three acquisitions were $138.0 and $6.6, respectively, for the year ended September 30, 2011 and $46.6 and $2.0, respectively, for the year ended September 30, 2010. Operating profit is net of amortization expense totaling $4.1 in 2011 and $1.2 in 2010. The related goodwill is not deductible for tax purposes.

     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. The related goodwill is not deductible for tax purposes. 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.

Fiscal 2009

     In a cash transaction on March 20, 2009, the Company acquired Harvest Manor Farms, LLC, a leading manufacturer of high-quality private-brand and Hoody's branded snack nuts with operations in El Paso, TX. The approximate amounts of net sales and operating profit included in Ralcorp's results (within its Snacks, Sauces & Spreads segment) were $246.8 and $17.5, respectively, for fiscal 2011, $210.8 and $13.2, respectively, for fiscal 2010 and $90.5 and $5.5, respectively, for fiscal 2009. The assigned goodwill is deductible for tax purposes. Other intangible assets included customer relationships and trademarks subject to amortization over a weighted average amortization period of approximately 13 years.

Merger and Integration Costs

     During the years ended September 30, 2011, 2010, and 2009, the Company recorded $2.5, $33.1, and $32.0, respectively, of expenses related to recent or potential acquisitions. In fiscal 2011, those expenses included primarily service fees related to the acquisition of Sara Lee's North American refrigerated dough business, completed on October 3, 2011. In fiscal 2010, those expenses included professional services fees and a finished goods inventory revaluation adjustment related to the AIPC transaction, Post Foods transition and integration costs, and severance costs related to all four fiscal 2010 acquisitions. In fiscal 2009, those expenses included Post Foods transition and integration costs, as well as finished goods inventory revaluation adjustments related to the acquisitions in those years. These merger and integration costs were included in the statements of operations as follows:

		2011		2010		2009
Cost of goods sold	$	-	$	5.2	$	2.5
Selling, general and administrative expenses		.6		6.4		29.5
Other operating expenses, net		1.9		21.5		-
	$	2.5	$	33.1	$	32.0

Pro Forma Information

     The following unaudited pro forma information shows Ralcorp's results of operations as if the fiscal 2010 and 2009 business combinations had all been completed as of the beginning of each period presented. 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, 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.

		2011			2010		2009
Net sales	$	4,741.0		$	4,594.4	$	4,714.9
Net (loss) earnings		(186.2	)		242.2		335.6
Basic (loss) earnings per share		(3.39	)		4.40		5.96
Diluted (loss) earnings per share		(3.39	)		4.34		5.88

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Goodwill (Changes In Carrying Amount Of Goodwill) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended	12 Months Ended
	Sep. 30, 2011	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2009
Goodwill [Line Items]
Goodwill (gross)	$ 3,034.4	$ 3,034.4	$ 3,025.2	$ 2,445.6
Accumulated impairment losses	(444.3)	(444.3)	(79.5)	(59.0)
Goodwill (net)	2,590.1	2,590.1	2,945.7	2,386.6
Goodwill acquired			577.4
Goodwill, Impairment Loss		(364.8)	(20.5)
Goodwill, Purchase price allocation adjust		11.5	(0.6)
Goodwill, Income tax adjustments		(0.4)
Currency translation adjustment		(1.9)	2.8
Percentage weight of income approach for estimated fair value calculation	75.00%
Percentage weight of market approach for estimated fair value calculation	25.00%
Non-cash charge to reduce carrying value of goodwill		(364.8)	(20.5)
Non-cash charge per share	$ 6.53
Branded Cereal Products [Member]
Goodwill [Line Items]
Goodwill (gross)	1,794.0	1,794.0	1,794.1	1,794.5
Accumulated impairment losses	(364.8)	(364.8)
Goodwill (net)	1,429.2	1,429.2	1,794.1	1,794.5
Goodwill, Impairment Loss	364.8	(364.8)
Goodwill, Purchase price allocation adjust			(0.6)
Currency translation adjustment		(0.1)	0.2
Non-cash charge to reduce carrying value of goodwill	364.8	(364.8)
Other Cereal Products [Member]
Goodwill [Line Items]
Goodwill (gross)	47.2	47.2	47.2	47.2
Goodwill (net)	47.2	47.2	47.2	47.2
Snacks, Sauces & Spreads [Member]
Goodwill [Line Items]
Goodwill (gross)	292.8	292.8	293.5	252.0
Accumulated impairment losses	(79.5)	(79.5)	(79.5)	(59.0)
Goodwill (net)	213.3	213.3	214.0	193.0
Goodwill acquired			40.6
Goodwill, Impairment Loss			(20.5)
Currency translation adjustment		(0.7)	0.9
Non-cash charge to reduce carrying value of goodwill			(20.5)
Frozen Bakery Products [Member]
Goodwill [Line Items]
Goodwill (gross)	366.3	366.3	367.7	351.9
Goodwill (net)	366.3	366.3	367.7	351.9
Goodwill acquired			14.1
Goodwill, Purchase price allocation adjust		0.1
Goodwill, Income tax adjustments		(0.4)
Currency translation adjustment		(1.1)	1.7
Pasta [Member]
Goodwill [Line Items]
Goodwill (gross)	534.1	534.1	522.7
Goodwill (net)	534.1	534.1	522.7
Goodwill acquired			522.7
Goodwill, Purchase price allocation adjust		11.4
Linette Chocolate [Member] | Snacks, Sauces & Spreads [Member]
Goodwill [Line Items]
Goodwill (net)			0
Goodwill, Impairment Loss			20.5
Goodwill impairment loss after tax			12.9
Goodwill impairment loss per diluted share			$ 0.23
Non-cash charge to reduce carrying value of goodwill			$ 20.5

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Pension And Other Postretirement Benefits (Components Of Net Periodic Benefit Cost) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2009
Pension Benefits [Member]
Components of net periodic benefit cost
Service cost	$ 6.1	$ 6.7	$ 5.1
Interest cost	13.0	13.1	12.6
Expected return on plan assets	(18.8)	(16.0)	(15.2)
Recognized net actuarial loss	5.0	3.8	0.3
Recognized prior service cost (credit)	0.4	0.3	0.3
Net periodic benefit cost	5.7	7.9	3.1
Weighted-average assumptions used to determine net benefit cost
Discount rate	5.40%	6.00%	7.30%
Rate of compensation increase	3.25%	3.25%	3.25%
Expected return on plan assets	8.75%	8.75%	8.75%
Changes in plan assets and benefit obligation recognized in other comprehensive income
Net loss (gain)	19.3	16.3	32.8
Recognized loss	(5.0)	(3.8)	(0.3)
Prior service cost (credit)		0.2	3.0
Recognized prior service (cost) credit	(0.4)	(0.3)	(0.3)
Total recognized in other comprehensive income (before tax effects)	13.9	12.4	35.2
Other Postretirement Benefits [Member]
Components of net periodic benefit cost
Service cost	2.6	2.9	3.2
Interest cost	5.4	5.2	6.0
Recognized net actuarial loss	0.2
Recognized prior service cost (credit)	(1.1)	(1.3)
Net periodic benefit cost	7.1	6.8	9.2
Weighted-average assumptions used to determine net benefit cost
Discount rate	5.40%	6.00%	7.30%
Rate of compensation increase	3.25%	3.25%	3.25%
Expected return on plan assets	0.00%
Changes in plan assets and benefit obligation recognized in other comprehensive income
Net loss (gain)	19.9	5.7	7.1
Recognized loss	(0.2)
Prior service cost (credit)		0.9	(7.1)
Recognized prior service (cost) credit	1.1	1.3
Total recognized in other comprehensive income (before tax effects)	$ 20.8	$ 7.9

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Short-Term Financing Arrangements (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2009	Sep. 30, 2011 Parent Company [Member]	Sep. 30, 2010 Parent Company [Member]	Sep. 30, 2009 Parent Company [Member]	Sep. 30, 2011 Receivables Securitization [Member]	Sep. 30, 2011 Uncommitted Credit Arrangements [Member]	Dec. 31, 2010 Maximum Capacity Of Uncommitted Credit Arrangements [Member]
Short-Term Financing Arrangements [Line Items]
Maximum sale of ownership interest in receivable securitization	$ 135.0
Interest on funding received from conduits	134.0	107.8	99.0	136.8	110.4	101.7	1.5
Uncommitted credit arrangements									150.0
Credit arrangement expiration date								December 2011
Transfer from receivables securitization							105.0
Weighted-average interest rate							1.22%
Credit arrangements								$ 0

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Segment Information

12 Months Ended

Sep. 30, 2011

Segment Information [Abstract]

Segment Information

NOTE 20 – 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 accounting policies of the segments are the same as those described in Note 1. The Company's revenues were primarily generated by sales within the United States (U.S.); foreign (primarily Canadian) sales were approximately 7% of total net sales. Sales are characterized as U.S. or foreign based on the address to which the product is shipped. As of September 30, 2011, all of the Company's long-lived assets were located in the U.S. except for property located in Canada and Italy with a net carrying value of approximately $118.7. There were no material intersegment revenues (approximately 1% of total net sales). In fiscal 2011, 2010, and 2009, one customer accounted for $855.2, $724.8, and $738.7, respectively, or approximately 17-19%, of total net sales. Each of the segments sells products to this major customer.     

     The following tables present information about the Company's operating segments, which are also its reportable segments. Note that "Additions to property and intangibles" excludes additions through business acquisitions (see Note 3).

		2011			2010			2009
Net sales
Branded Cereal Products	$	953.8		$	987.5		$	1,070.6
Other Cereal Products		838.5			799.7			803.3
Snacks, Sauces & Spreads		1,602.7			1,461.6			1,323.2
Frozen Bakery Products		768.6			698.3			694.8
Pasta		577.4			101.4			-
Total	$	4,741.0		$	4,048.5		$	3,891.9
Segment operating profit
Branded Cereal Products	$	206.0		$	220.6		$	250.6
Other Cereal Products		86.3			90.3			92.0
Snacks, Sauces & Spreads		135.5			152.6			117.6
Frozen Bakery Products		88.0			80.8			69.1
Pasta		126.1			21.6			-
Total segment operating profit		641.9			565.9			529.3
Interest expense, net		(134.0	)		(107.8	)		(99.0	)
Adjustments for economic hedges		(28.9	)		-			-
Post separation costs		(2.8	)		-			-
Merger and integration costs		(2.5	)		(33.1	)		(32.0	)
Accelerated amortization of intangible assets		(5.0	)		-			-
Impairment of intangible assets		(503.5	)		(39.9	)		-
Provision for legal settlement		(2.5	)		(7.5	)		-
Amounts related to plant closures		(4.1	)		(2.5	)		(.5	)
Gain on forward sale contracts		-			-			17.6
Gain on sale of securities		-			-			70.6
Stock-based compensation expense		(16.4	)		(17.9	)		(13.4	)
Systems upgrade and conversion costs		(7.7	)		(9.6	)		(.5	)
Other unallocated corporate expenses		(38.7	)		(33.5	)		(34.6	)
(Loss) earnings before income taxes and equity earnings	$	(104.2	)	$	314.1		$	437.5
Additions to property and intangibles
Branded Cereal Products	$	14.7		$	24.3		$	36.8
Other Cereal Products		14.5			15.6			13.8
Snacks, Sauces & Spreads		58.7			50.9			29.6
Frozen Bakery Products		21.3			23.7			12.3
Pasta		20.9			2.8			-
Corporate		11.0			11.6			22.5
Total	$	141.1		$	128.9		$	115.0
Depreciation and amortization
Branded Cereal Products	$	58.7		$	55.4		$	50.6
Other Cereal Products		21.2			21.3			20.7
Snacks, Sauces & Spreads		41.0			36.2			31.1
Frozen Bakery Products		39.4			36.7			35.4
Pasta		52.2			8.7			-
Corporate		14.0			8.5			6.9
Total	$	226.5		$	166.8		$	144.7
Assets, end of year
Branded Cereal Products	$	2,670.6		$	3,271.3		$	3,351.7
Other Cereal Products		263.4			268.7			269.5
Snacks, Sauces & Spreads		799.0			760.0			604.0
Frozen Bakery Products		712.9			743.4			723.9
Pasta		1,463.0			1,456.6			-
Total segment assets		5,908.9			6,500.0			4,949.1
Cash & Cash Equivalents		50.0			29.3			282.8
Investment in Ralcorp Receivables Corporation		-			137.8			134.4
Other unallocated corporate assets		374.3			137.8			85.9
Total	$	6,333.2		$	6,804.9		$	5,452.2

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Derivative Financial Instruments And Hedging (Effects Of Derivative Instruments On Statement Of Earnings And Other Comprehensive Income) (Details) (Cash Flow Hedging [Member], USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in OCI [Effective Portion]	$ 8.2	$ 2.5
Gain (Loss) Reclassified from Accumulated OCI into Earnings [Effective Portion]	35.3	(6.3)
Gain (Loss) Recognized in Earnings [Ineffective Portion and Amount Excluded from Effectiveness Testing]	2.5	(0.3)
Interest Rate Contracts [Member] | Interest Expense [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in OCI [Effective Portion]		(14.4)
Gain (Loss) Reclassified from Accumulated OCI into Earnings [Effective Portion]	(1.5)	(1.3)
Foreign Exchange Contracts [Member] | SG&A Expenses [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in OCI [Effective Portion]	(1.2)	1.2
Gain (Loss) Reclassified from Accumulated OCI into Earnings [Effective Portion]	3.5	8.5
Commodity Contracts [Member] | Cost Of Goods Sold [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in OCI [Effective Portion]	9.4	15.7
Gain (Loss) Reclassified from Accumulated OCI into Earnings [Effective Portion]	33.3	(13.5)
Gain (Loss) Recognized in Earnings [Ineffective Portion and Amount Excluded from Effectiveness Testing]	$ 2.5	$ (0.3)

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Supplemental Earnings And Cash Flow Information (Tables)

12 Months Ended

Sep. 30, 2011

Supplemental Earnings And Cash Flow Information [Abstract]

Summary Of Supplemental Earnings Statement And Cash Flow Information

		2011		2010		2009
Repair and maintenance expenses	$	122.8	$	114.7	$	104.1
Advertising and promotion expenses		134.1		102.0		133.4
Research and development expenses		23.6		21.1		19.2
Interest paid		136.3		107.2		98.7
Income taxes paid, net of refunds		114.9		153.5		192.6
Cash received from the exercise of stock options		7.6		5.6		8.4
Tax benefits realized from exercised
stock options and similar awards		5.9		3.8		6.8

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Derivative Financial Instruments And Hedging

12 Months Ended

Sep. 30, 2011

Derivative Financial Instruments And Hedging [Abstract]

Derivative Financial Instruments And Hedging

NOTE 13 – 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.

     As of September 30, 2011, the Company's derivative instruments consisted of commodity contracts (options, futures, and swaps) used as cash flow hedges on purchases of raw materials (ingredients and packaging) and energy (fuel) 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.

	Sept. 30,	Sept. 30,
	2011	2010
Raw materials (thousands of pounds)	1,395,470	679,393
Natural gas (thousands of MMBTUs)	3,885	3,200
Other fuel (thousands of gallons)	12,966	8,001
Currency (thousands of dollars)	83,250	69,450

     The following table shows the fair value and balance sheet location of the Company's derivative instruments as of September 30, 2011 and 2010, all of which were designated as hedging instruments under ASC Topic 815 except $34.3 of commodity contracts in a net liability position as of September 30, 2011.

		Fair Value
		2011			2010	Balance Sheet Location
Liability Derivatives:
Commodity contracts	$	49.0		$	2.6	Other current liabilities
Foreign exchange contracts		4.1			-	Other current liabilities
	$	53.1		$	2.6
Asset Derivatives:
Commodity contracts	$	.3	$	15.8		Prepaid expenses and other current assets
Foreign exchange contracts		-			.9	Prepaid expenses and other current assets
	$	.3	$	16.7

     The following tables illustrate the effects of the Company's derivative instruments on the statement of operations (Earnings) and other comprehensive income (OCI) for the years ended September 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	$	9.4		$	15.7		$	33.3		$	(13.5	)	$	2.5	$	(.3	)	Cost of goods sold
Foreign exchange contracts		(1.2	)		1.2			3.5			8.5			-		-		SG&A
Interest rate contracts		-			(14.4	)		(1.5	)		(1.3	)		-		-		Interest expense, net
	$	8.2		$	2.5		$	35.3		$	(6.3	)	$	2.5	$	(.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	) $		.2			Cost of goods sold
Interest rate contracts								.2			-			Interest expense, net
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					$			(28.9	) $		-			Cost of goods sold

     

     Approximately $15.9 of the net cash flow hedge losses reported in accumulated OCI at September 30, 2011 is 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 September 30, 2011 and 2010 was $3.9 and $2.6, respectively, and the related collateral posted was $8.2 and $10.0, respectively.