EX 99.1 Updated Q3 2012 Financial Statements



	Nine Months Ended June 30,
	2012			2011

Net Sales	$	711.7		$	730.4
Cost of goods sold	392.9			381.6
Gross Profit	318.8			348.8
Selling, general and administrative expenses	202.8			180.3
Amortization of intangible assets	9.4			9.4
Impairment of intangible assets	—			32.1
Other operating expenses, net	0.6			1.1
Operating Profit	106.0			125.9
Interest expense, net	44.2			38.6
Other (income) expense, net	(1.6		)	5.8
Earnings before Income Taxes	63.4			81.5
Income tax expense	24.3			26.2
Net Earnings	$	39.1		$	55.3

Earnings per share:
Basic	$	1.14		$	1.61
Diluted	$	1.13		$	1.61

Weighted-Average Common Shares Outstanding:
Basic	34.3			34.3
Diluted	34.5			34.4



	June 30, 2012			September 30, 2011
Assets				(as restated)
Current Assets
Cash and cash equivalents	$	83.5		$	1.7
Accounts receivable, net	58.2			10.1
Receivable from Ralcorp	4.5			41.3
Inventories	77.7			66.6
Deferred income taxes	3.1			3.8
Prepaid expenses and other current assets	6.6			4.0
Intercompany notes receivable with Ralcorp	—			7.8
Total Current Assets	233.6			135.3
Property, net	409.4			412.1
Goodwill	1,366.4			1,366.2
Other intangible assets, net	739.2			748.6
Investment in partnership	—			60.2
Other assets	14.9			0.8
Total Assets	$	2,763.5		$	2,723.2

Liabilities and Stockholders' Equity
Current Liabilities
Current portion of long-term debt	$	13.1		$	—
Current portion of long-term debt with Ralcorp	—			68.0
Accounts payable	34.7			28.8
Other current liabilities	63.3			37.5
Total Current Liabilities	111.1			134.3
Long-term debt	934.7			—
Long-term debt with Ralcorp	—			716.5
Deferred income taxes	328.5			332.8
Other liabilities	105.2			104.9
Total Liabilities	1,479.5			1,288.5

Stockholders' Equity
Common stock, $0.01 par value, 300.0 million authorized, 34.4 million shares issued and outstanding as of June 30, 2012	0.3			—
Additional paid-in capital	1,271.3			—
Net investment of Ralcorp	—			1,438.3
Retained earnings	25.8			—
Accumulated other comprehensive loss	(13.4		)	(3.6		)
Total Stockholders' Equity	1,284.0			1,434.7
Total Liabilities and Stockholders' Equity	$	2,763.5		$	2,723.2



	Nine Months Ended June 30,
	2012			2011
Cash Flows from Operating Activities:
Net earnings	$	39.1		$	55.3
Reconciliation of net earnings to net cash provided by operating activities:
Depreciation and amortization	46.9			43.8
Impairment of intangible assets	—			32.1
Stock based compensation	2.2			1.0
Deferred income taxes	(8.6		)	(24.6		)
Other, net	1.4			7.0
Net changes in operating assets and liabilities:
Accounts receivable, net	(47.8		)	59.0
Receivable from Ralcorp	36.8			(40.5		)
Inventories	(11.1		)	(18.3		)
Prepaid expenses and other current and non-current assets	—			0.6
Accounts payable and other current and non-current liabilities	36.4			2.7
Net cash provided by operating activities	95.3			118.1

Cash Flows from Investing Activities:
Payments for capital expenditures	(22.3		)	(9.8		)
Net cash used in investing activities	(22.3		)	(9.8		)

Cash Flows from Financing Activities:
Proceeds from issuance of Senior Notes	775.0			—
Proceeds from issuance of term loan	175.0			—
Payment to Ralcorp	(900.0		)	—
Repayments of long-term debt	(2.2		)	—
Change in net investment of Ralcorp	(29.4		)	(106.6		)
Payments of debt issuance costs	(17.7		)	—
Proceeds from repayment of notes receivable from Ralcorp	7.8			—
Net cash provided by (used in) financing activities	8.5			(106.6		)
Effect of exchange rate changes on cash and cash equivalents	0.3			0.5
Net increase in cash and cash equivalents	81.8			2.2
Cash and cash equivalents, beginning of period	1.7			4.8
Cash and cash equivalents, end of period	$	83.5		$	7.0



												Accumulated Other Comprehensive Loss
	Shares	Common Stock		Additional Paid-in Capital			Net Investment			Retained Earnings		Retirement Benefit Adjustments, net of tax			Foreign Currency Translation Adjustments			Total Stockholders' Equity
Balance as of September 30, 2011 (as restated)	—	$	—	$	—		$	1,438.3		$	—	$	(4.6	)	$	1.0		$	1,434.7
Net earnings	—	—		—			13.3			25.8		—			—			39.1
Separation related adjustments	—	—		—			(181.8		)	—		(7.2		)	(1.0		)	(190.0		)
Reclassification of Net Investment to Additional Paid-in Capital	—	—		1,269.8			(1,269.8		)	—		—			—			—
Issuance of Common Stock at Spin-Off	34.4	0.3		(0.3		)	—			—		—			—			—
Stock-based compensation expense	—	—		1.8			—			—		—			—			1.8
Net change in Retirement Benefits	—	—		—			—			—		0.2			—			0.2
Foreign Currency Translation adjustments	—	—		—			—			—		—			(1.8		)	(1.8		)
Balance as of June 30, 2012	34.4	$	0.3	$	1,271.3		$	—		$	25.8	$	(11.6	)	$	(1.8	)	$	1,284.0

Post Holdings, Inc. ("Post" or the "Company") is a manufacturer, marketer and distributor of branded ready-to-eat cereals in the United States and Canada. Post’s products are generally sold to supermarket chains, wholesalers, supercenters, club stores, mass merchandisers, distributors, convenience stores and the foodservice channel in North America. The Company's products are manufactured at four facilities located in Battle Creek, Michigan; Jonesboro, Arkansas; Modesto, California; and Niagara Falls, Ontario.

On February 3, 2012, Post completed its legal separation from Ralcorp Holdings, Inc. ("Ralcorp") via a tax free spin-off (the "Spin-Off"). In the Spin-Off, Ralcorp shareholders of record on January 30, 2012, the record date for the distribution, received one share of Post common stock for every two shares of Ralcorp common stock held; additionally Ralcorp retained approximately 6.8 million unregistered shares of Post common stock. At the time of distribution Ralcorp entered into a series of third party financing arrangements that effectively resulted in the contribution of its net investment in Post in exchange for the aforementioned 6.8 million shares of Post common stock and a $900.0 cash distribution which was funded through the incurrence of long-term debt by Post, see Note 10. Prior to Ralcorp's contribution of its net investment, the net investment balance decreased due to separation related adjustments in the net amount of $181.8 primarily due to differences between the $900.0 cash distribution to Ralcorp compared to the settlement of intercompany debt of $784.5 and equity investment in partnership of $60.2, see Note 15, that did not transfer to Post in connection with the Spin-Off.

These unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP"), under the rules and regulations of the United States Securities and Exchange Commission (the "SEC"), and on a basis substantially consistent with the audited combined financial statements of the Company as of and for the fiscal year ended September 30, 2011. These unaudited consolidated financial statements should be read in conjunction with such audited combined financial statements, which are included in the Company’s Current Report on Form 8-K/A filed with the SEC on September 14, 2012, and which includes restated audited financial statements of the Company as of and for the year ended September 30, 2011. The audited financial statements for the fiscal year ended September 30, 2011, were originally filed with the SEC on Form 10 on January 25, 2012 and present the historical combined results of operations, comprehensive income, financial position, cash flows and equity of the Branded Cereal Business of Ralcorp, which includes Post Foods, LLC and Post Foods Canada Corp., which now comprise the operations of the Company. All intercompany balances and transactions between Post entities have been eliminated. Transactions between Post and Ralcorp are included in these financial statements, see Notes 9, 13 and 15 for further information on transactions with Ralcorp.

The unaudited condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments and accruals) that management considers necessary for a fair statement of its financial position and results of operations for the interim periods presented. Interim results are not necessarily indicative of the results for any other interim period or for the entire fiscal year.

For periods prior to the Spin-Off, these unaudited condensed consolidated financial statements include allocations of certain Ralcorp corporate expenses. Management believes the assumptions and methodologies underlying the allocation of general corporate overhead expenses are reasonable. However, such expenses may not be indicative of the actual level of expense that would have been incurred by Post if it had operated as an independent, publicly-traded company or of the costs expected to be incurred in the future. These allocated expenses relate to various services that were provided to Post by Ralcorp, including, but not limited to, cash management and other treasury services, administrative services (such as tax, employee benefit administration, risk management, internal audit, accounting and human resources) and stock-based compensation plan administration. See Note 13 for further information on services that Ralcorp continues to provide to the Company.

The financial position and operating results of foreign operations are consolidated using the local currency as the functional currency. Local currency assets and liabilities are translated at the rates of exchange on the balance sheet date, and local currency revenues and expenses are translated at average rates of exchange during the period. Resulting translation gains or losses are included in the consolidated balance sheet as a component of accumulated other comprehensive loss.

The preparation of the financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and footnotes thereto. Actual results could differ from those estimates. Significant estimates inherent in the preparation of the consolidated financial statements include accounting for reserves established for doubtful accounts, stock-based compensation, impairment analyses, depreciation and amortization, income taxes, litigation matters and contingencies.

In December 2011, the FASB issued Accounting Standards Update ("ASU") 2011-11, "Disclosures about Offsetting Assets and Liabilities" which provides new requirements for disclosures about instruments and transactions eligible for offset in the statement of financial position, as well as instruments and transactions subject to an agreement similar to a master netting arrangement. In addition, the standard requires disclosure of collateral received and posted in connection with master netting agreements or similar arrangements. The amendments in this update are effective for annual reporting periods beginning on or after January 1, 2013 (i.e., Post's financial statements for the year ending September 30, 2014), and interim periods within those annual periods. The adoption of this update is not expected to have a material effect on Post's financial position, results of operations or cash flows.

In July 2012, the FASB issued ASU 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment.” ASU 2012-02 allows an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform a quantitative impairment test. The amendment is effective for fiscal years beginning after September 15, 2012 (i.e., Post's financial statements for the year ending September 30, 2013). The adoption of this update is not expected to have a material effect on Post's financial position, results of operations or cash flows.

The computation of basic and diluted earnings per common share is calculated assuming the number of shares of Post common stock outstanding on February 3, 2012, following the distribution of one share of Post common stock for every two shares of Ralcorp common stock and the retention of approximately 6.8 million shares by Ralcorp, had been outstanding at the beginning of each period presented. In connection with the Spin-Off, Ralcorp stock settled stock appreciation right awards were converted to 0.3 million Post awards for certain employees and 0.1 million Post restricted shares were issued to holders of Ralcorp restricted shares using the distribution ratio of one Post restricted share for every two Ralcorp restricted shares. In addition, on February 28, 2012, the Company granted approximately 0.1 million new stock settled stock appreciation rights. On May 29, 2012, the Company granted 1.8 million non-qualified stock option awards and 0.4 million restricted stock units. For periods prior to the Spin-Off it is assumed that there are no dilutive equity instruments, other than the restricted shares previously discussed, as there were no equity awards in Post outstanding prior to the Spin-Off. See Note 1 for further discussion of the Spin-Off.



	Nine Months Ended June 30,
	2012		2011
Net earnings for basic and diluted earnings per share	$	39.1	$	55.3

Weighted-average shares for basic earnings per share	34.3		34.3
Effect of dilutive securities:
Stock appreciation rights	0.1		—
Restricted stock awards	0.1		0.1
Total dilutive securities	0.2		0.1
Weighted-average shares for diluted earnings per share	34.5		34.4

Basic earnings per share	$	1.14	$	1.61
Diluted earnings per share	$	1.13	$	1.61

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:

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 Post common stock equivalents), which represent the underlying liabilities to participants in Post's deferred compensation plans. Deferred compensation liabilities are recorded at amounts due to participants in cash, based on the fair value of participants' selected investment options (excluding certain Post common stock equivalents to be distributed in shares) using the market approach. In connection with, and as of the date of the Spin-Off, approximately $6.7 of deferred compensation liabilities were assumed by the the Company from Ralcorp related to certain members of the Company's management team and board of directors who were directors of Ralcorp prior to the Spin-Off.

Prior to the Spin-Off, Post participated in Ralcorp's derivative instrument program which consisted of the use of commodity contracts (options, futures and swaps) used as cash flow or economic hedges on raw material and fuel purchases. The fair value of the derivative instruments have not been reflected in Post's balance sheet because Post was not legally a party to the underlying derivative instruments and because there are no significant instruments that are allocable only to Post. The effects of Post's participation in Ralcorp's derivative instrument program on the statements of operations for the nine months ended June 30, 2012, was a loss of $2.0. For the nine months ended June 30, 2011, losses from participation in the Ralcorp derivative instrument program were $8.3. Derivative instrument gains and losses are included in "cost of goods sold" for all periods presented. As of September 30, 2011, the amount of Ralcorp's net derivative liability that was related to Post was $10.3. As of the Spin-Off date, Post no longer participated in the Ralcorp derivative instrument program. As of June 30, 2012, Post had no open derivative positions.

For the nine months ended June 30, 2012, our effective tax rate was 38.3%, compared to 32.1% in the nine months ended June 30, 2011. The increase in the effective tax rate for the nine months ended June 30, 2012 compared to the nine months ended June 30, 2011 was primarily due to $1.8 of incremental tax expense resulting from non-deductible outside services expenses, which were incurred prior to February 3, 2012, to effect the Spin-Off. In addition, for the nine months ended June 30, 2012, we recorded $2.1, of additional tax expense related to an uncertain tax position we expect to take on our 2012 short-period tax return.

The Company recognizes the tax benefit from uncertain tax positions only if it is "more likely than not" the tax position will be sustained on examination by the taxing authorities. The tax benefits recognized from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. To the extent the Company's assessment of such tax positions changes, the change in estimate will be recorded in the period in which the determination is made. Tax-related interest and penalties are classified as a component of income tax expense.



	June 30, 2012		September 30, 2011
Other Current Liabilities
Advertising and promotion	$	5.9	$	9.4
Accrued interest, including intercompany interest	23.5		6.6
Deferred income	6.7		7.7
Compensation	11.8		8.2
Miscellaneous accrued taxes	5.5		3.7
Income taxes payable	5.9		—
Other	4.0		1.9
	$	63.3	$	37.5

Other Liabilities
Pension and other postretirement benefit obligations	$	93.7	$	103.5
Deferred compensation	7.8		—
Other	3.7		1.4
	$	105.2	$	104.9

In conjunction with the acquisition of Post in 2008, Ralcorp assumed ownership of certain debt instruments, additionally Ralcorp issued certain intercompany debt instruments to other Ralcorp entities which are presented in the following table. Though Ralcorp is the legal entity obligated to repay all of the assumed debt, these debt instruments and related interest expense and interest payments have been reported in the financial statements of Post for periods prior to the Spin-Off. Post Foods, LLC, along with certain other subsidiaries of Ralcorp, was a guarantor of Ralcorp's debt and that debt was collateralized in part by a pledge of 65% of the stock of Post Foods Canada Corp. In connection with the Spin-Off, Post was released from any and all obligations related to the debt including any and all guarantees and collateral agreements and all accrued and unpaid interest. See Note 10 for further information on the Company's indebtedness after the Spin-Off.



	June 30, 2012		September 30, 2011
7.29% Fixed Rate Senior Notes maturing 2018	$	—	$	577.5
2.83% Floating Rate Senior Notes maturing 2018	—		20.0
7.39% Fixed Rate Senior Notes maturing 2020	—		67.0
7.50% Note Payable to RAH Canada L.P.	—		52.0
1.00% Note Payable to RH Financial Corporation	—		68.0
	$	—	$	784.5
Less: Current Portion	—		(68.0		)
Total long-term intercompany debt	$	—	$	716.5

On February 3, 2012, the Company issued the Notes in an aggregate principal amount of $775.0 to Ralcorp pursuant to a contribution agreement in connection with the internal reorganization. The Notes were issued pursuant to an indenture dated as of February 3, 2012 among the Company, Post Foods, LLC, as guarantor, and Wells Fargo Bank, National Association, as trustee. Interest payments on the Notes are due semi-annually each February 15 and August 15, with the first interest payment due on August 15, 2012. The maturity date of the Notes is February 15, 2022.

The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of our existing and future domestic subsidiaries (other than immaterial subsidiaries or receivables finance subsidiaries). As of June 30, 2012, our only domestic subsidiary (and therefore the only subsidiary guarantor) was Post Foods, LLC. Our foreign subsidiaries will not guarantee the notes. These guarantees are subject to release in limited circumstances (only upon the occurrence of certain customary conditions).

The Notes are subject to a registration rights agreement under which the Company and its subsidiary guarantors have agreed to file an exchange offer registration statement registering exchange notes with the SEC that have substantially identical terms as the notes on or prior to November 19, 2012, and to use commercially reasonable efforts to have the registration statement declared effective on or prior to January 28, 2013. The Company and its subsidiary guarantors also agreed to file and to use commercially reasonable efforts to cause to become effective a shelf registration statement relating to the resale of the notes under certain circumstances.

Borrowings under the Credit Facility bear interest at LIBOR or a base rate (as defined in the Credit Facility) plus an applicable margin ranging from 1.50% to 2.00% for LIBOR-based loans and from 0.50% to 1.00% for Base Rate-based loans, depending upon the Company's consolidated leverage ratio. At June 30, 2012, the weighted average interest rate on the term loan borrowings under the Credit Facility was 2.25%. In addition, the Credit Facility requires amortization repayments of the term loan facility as follows: quarterly payments from June 30, 2012 through December 31, 2012 each in the amount of $2.2, quarterly payments from March 31, 2013 through December 31, 2013 each in the amount of $4.4, quarterly payments from March 31, 2014 through December 31, 2014 each in the amount of $6.6 and quarterly payments from March 31, 2015 through December 31, 2016 each in the amount of $8.8. Any remaining principal balance under the Credit Facility would be payable at the maturity date.

The Credit Facility contains customary affirmative and negative covenants for agreements of this type. The Credit Facility also contains customary financial covenants including (i) a maximum consolidated leverage ratio initially set at 5.50 to 1.00 and stepping down to 5.25 to 1.00 on October 1, 2012, 5.00 to 1.00 on October 1, 2013, 4.75 to 1.00 on October 1, 2014 and 4.50 to 1.00 on October 1, 2015, and (ii) a minimum interest expense coverage ratio initially set at 2.50 to 1.00 and then increasing to 2.75 to 1.00 on October 1, 2014.

The Credit Facility provides for customary events of default, including material breach of representations and warranties, failure to make required payments, failure to comply with certain agreements or covenants, failure to pay, or default under, certain other material indebtedness, certain events of bankruptcy and insolvency, the occurrence of certain judgments or attachments in excess of $25.0, change in control and certain ERISA events. Upon the occurrence of an event of default, and at the request of lenders holding more than 50% in principal amount of lender commitments and outstanding loans under the Credit Facility will cause the maturity of the loans to be accelerated.

As a result of the restatement of the Company's 2011 annual combined financial statements for the fiscal year ended September 30, 2011 and the restatement and revision of the interim combined financial information for the fiscal quarterly period ended December 31, 2011, on May 14, 2012, the Company entered into a First Amendment and Waiver to Credit Agreement (the “First Waiver”) and on June 13, 2012, the Company entered into a Second Amendment and Waiver to Credit Agreement (the "Second Waiver" and together with the First Waiver, the "Waivers"), with respect to the Credit Facility, by and among the Company, Barclays Bank PLC, in its capacity as administrative agent (in such capacity, the “Administrative Agent”), the several banks and other institutions from time to time parties thereto (the “Lenders”), and Post Foods, LLC, as guarantor (the “Credit Agreement”). Pursuant to the Waivers, the Lenders have agreed to waive any default or event of default arising from any representation or warranty made by the Company relating to the originally delivered financial statements for the Company's fiscal year ended September 30, 2011 and fiscal quarter ended December 31, 2011 (solely to the extent that such default may have arisen or may arise as a result of the errors in the financial statements required to be delivered for such periods) or arising from failure to deliver any notice of a default; provided that the Waivers shall cease to apply if restated financial statements are not delivered to the Administrative Agent on or prior to September 15, 2012, provided that the Company agreed to provide the Lenders preliminary unaudited financial information for the second quarter of fiscal 2012 as a condition of receiving the Second Waiver and to provide preliminary unaudited financial information for the third quarter of fiscal 2012 within 45 days after the end of the period.

The Company's obligations under the Credit Facility are unconditionally guaranteed by each of its existing and subsequently acquired or organized domestic subsidiaries. As of this date, the only domestic subsidiary (and therefore the only subsidiary guarantor) is Post Foods, LLC. The Credit Facility is secured by security interests and liens on substantially all of the assets of the Company and Post Foods, LLC.

Post is a party to a number of legal proceedings in various federal, state and foreign jurisdictions. These proceedings are in varying stages and may proceed for protracted periods of time. Some proceedings involve complex questions of fact and law. Additionally, the operations of Post, 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 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 or in the aggregate, to Post'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

Certain of Post's employees are eligible to participate in Ralcorp's U.S. qualified and supplemental noncontributory defined benefit pension plans and other postretirement benefit plans (partially subsidized retiree health and life insurance) or separate plans for Post Foods Canada Inc. The following disclosures reflect amounts related to Post employees based on separate actuarial valuations, projections and (for the U.S. plans for periods prior to the Spin-Off) certain allocations. In separating amounts in the U.S. plans between Post and Ralcorp, liabilities were calculated directly based on the participants of each group, and plan assets were allocated in accordance with the requirements of Internal Revenue Code Section 414(l) and ERISA Section 4044. The separation of the Post pension and other postretirement benefit plans from Ralcorp's pension and other postretirement benefit plans resulted in a one-time separation adjustment of $11.5 ($7.2, net of tax) recognized in Accumulated Other Comprehensive Income as a component of Stockholders' Equity. Amounts for the Canadian plans are included in these disclosures and are not disclosed separately because they do not constitute a significant portion of the combined amounts.

Prior to the Spin-Off, Post operated under Ralcorp's centralized cash management system, Post's cash requirements were provided directly by Ralcorp, and cash generated by Post was generally remitted directly to Ralcorp. Transaction systems (e.g. payroll, employee benefits and accounts payable) used to record and account for cash disbursements were generally provided by Ralcorp. Ralcorp also provided centralized demand planning, order management, billing, credit and collection services to Post. Transaction systems (e.g. revenues, accounts receivable and cash application) used to record and account for cash receipts were generally provided by centralized Ralcorp organizations. These Ralcorp systems were generally designed to track assets/liabilities and receipts/payments on a business specific basis. After the Spin-Off, Ralcorp continued to provide many of these services to Post under a transition services agreement ("TSA") between the companies.

At the time of the Spin-Off, Ralcorp contributed its net investment in Post in exchange for approximately 6.8 million shares of Post common stock and a $900.0 cash distribution which was funded through the incurrence of long-term debt by Post, see Note 10. Prior to Ralcorp's contribution of its net investment, the net investment balance decreased due to separation related adjustments in the net amount of $181.8 primarily due to differences between the $900.0 cash distribution to Ralcorp compared to the settlement of intercompany debt of $784.5 and equity investment in partnership of $60.2 (see Note 15) that did not transfer to Post in connection with the Spin-Off.

Net revenues in the accompanying consolidated statements of operations represent net sales directly attributable to Post. Costs and expenses in the accompanying consolidated statements of operations represent direct and allocated costs and expenses related to Post. For periods prior to the Spin-Off, costs for certain functions and services performed by centralized Ralcorp organizations have been allocated to Post based upon reasonable activity bases (generally volume, revenues, net assets or a combination as compared to the total of Ralcorp and Post amounts) or other reasonable methods. The consolidated statements of operations include expense allocations for certain manufacturing, shipping, distribution and administration costs including information systems, procurement, accounting shared services, legal, tax, human resources, payroll, credit and accounts receivable, customer service and cash management. Total allocated costs were $4.6 for the nine months ended June 30, 2012, and $16.6 for the nine months ended June 30, 2011, which are reported in "selling, general and administrative expenses." After the Spin-Off, costs for services provided by Ralcorp are based on agreed upon fees contained in the TSA. TSA charges from February 4, 2012 to June 30, 2012 were $5.4 and were reported in "selling, general and administrative expenses."

Post produces certain products for sale to Ralcorp. For periods prior to the Spin-Off, the amounts related to these transactions have been included in the accompanying financial statements based upon transfer prices in effect at the time of the individual transactions which were consistent with prices of similar arm's-length transactions. For periods subsequent to the Spin-Off, these transactions were based upon pricing governed by the TSA with Ralcorp. Net sales related to those transactions was $12.7 for the nine months ended June 30, 2012, and $9.5 for the nine months ended June 30, 2011.

Prior to the Spin-Off, Ralcorp maintained all debt obligations on a consolidated basis to fund and manage its operations. During the periods presented in these financial statements prior to the Spin-Off date, Post had no direct debt obligations; however, Ralcorp followed the policy of applying debt and related interest expense to the operations of Post based upon net debt assumed in the acquisition of Post from Kraft in August 2008 (see Note 9).

On November 4, 2010, Post entered into an agreement to sell, on an ongoing basis, all of the trade accounts receivable of Post Foods, LLC to a wholly owned, bankruptcy-remote subsidiary of Ralcorp named Ralcorp Receivables Corporation ("RRC"). The accounts receivable of Post Foods Canada Corp. were not incorporated into the agreement and were not sold to RRC. The purchase price of the receivables sold was calculated with a discount factor of 1.18%. Post received a fee from RRC to service the receivables (with no significant servicing assets or liabilities). The discounts totaled $3.3 for the nine months ended June 30, 2012, and $8.7 for the nine months ended June 30, 2011, and were reported as a component of "Other (income) expense, net," Servicing fee income was $0.8 for the nine months ended June 30, 2012, and $2.8 for the nine months ended June 30, 2011, and was reported as a reduction to "Selling, general and administrative expenses." The net amount due from Ralcorp as of September 30, 2011, was $41.3. Post terminated its agreement with RRC in December 2011.

In connection with the Spin-Off, the Company entered into a series of agreements with Ralcorp which are intended to govern the relationship between the Company and Ralcorp and to facilitate an orderly separation of the Company from Ralcorp. These agreements include a Separation and Distribution Agreement, Tax Allocation Agreement and the TSA, among others. Additionally, the Company has agreed to indemnify Ralcorp for income taxes incurred if the Company violates certain provisions of the IRS private letter ruling obtained by Ralcorp. Under certain of these agreements, the Company will incur expenses payable to Ralcorp in connection with certain administrative services provided for varying lengths of time. The Company incurred separation related costs of $10.4 during the nine months ended June 30, 2012 which were primarily related to professional service fees to effect the Spin-Off and to a lesser extent duplicative costs incurred by Post to begin establishing stand-alone processes and systems for activities performed by Ralcorp under the TSA. These costs were reported as a component of "Selling, general and administrative expenses." See Note 1 for additional information on the Spin-Off. As of June

Post's external revenues were primarily generated by sales within the United States; sales to locations outside of the United States were approximately 15% of total net sales for the nine months ended June 30, 2012, and 13% of total net sales for the nine months ended June 30, 2011. Sales are attributed to individual countries based on the address to which the product is shipped.

On February 1, 2010, Post Foods Canada Corp. received a non-cash equity contribution from its parent in the form of ownership interest in RAH Canada Limited Partnership ("RAH Canada"). The investment was recorded at $58.6 and reflects a 48.15% ownership in the partnership. Another Ralcorp entity holds the remainder of the ownership interests. The earnings of the partnership were derived from interest on loans to the partners.

Post accounted for its investment in the partnership using the equity method. The amount of Post's net investment that represented undistributed earnings from the partnership was $0.2 for the nine months ended June 30, 2012, and $2.9 for the nine months ended June 30, 2011. The carrying value at September 30, 2011 approximated the market value of Post's investment. This equity investment in RAH Canada did not transfer to Post in the Spin-Off.

Set forth below are the condensed combining financial statements presenting the results of operations, financial position and cash flows of the Parent Company (Post Holdings, Inc.), the Guarantors on a combined basis, the Non-Guarantors on a combined basis and eliminations necessary to arrive at the information for the Company as reported, on a combined basis. Eliminations represent adjustments to eliminate investments in subsidiaries and intercompany balances and transactions between or among the Parent Company, the Guarantor and the Non-Guarantor subsidiaries. Post Foods LLC, currently the Company's sole domestic subsidiary, is a disregarded entity for U.S. income tax purposes, therefore income tax expense has

been presented on the Guarantors' Condensed Statements of Operations using the U.S. effective tax rate for the Company. Income tax payable and deferred tax items for the consolidated U.S. tax paying group reside solely on the Parent Company's Condensed Balance Sheet. For periods prior to February 3, 2012, the Parent Company had no operations and therefore no financial information is presented for those periods.



	Nine Months Ended June 30, 2012
	Parent					Non-
	Company			Guarantors		Guarantors			Eliminations			Total
	(In millions)

Net Sales	$	—		$	671.5	$	53.4		$	(13.2	)	$	711.7
Cost of goods sold	—			366.1		40.0			(13.2		)	392.9
Gross Profit	—			305.4		13.4			—			318.8

Selling, general and administrative expenses	2.1			187.6		13.1			—			202.8
Amortization of intangible assets	—			9.4		—			—			9.4
Other operating expenses, net	—			0.6		—			—			0.6
Operating (Loss) Profit	(2.1		)	107.8		0.3			—			106.0

Interest expense	26.5			16.2		1.5			—			44.2
Other expense (income), net	—			3.3		(4.9		)	—			(1.6		)
(Loss) Earnings before Income Taxes	(28.6		)	88.3		3.7			—			63.4
Income tax (benefit) expense	(10.8		)	34.1		1.0			—			24.3
Net (Loss) Earnings before Equity in Subsidiaries	(17.8		)	54.2		2.7			—			39.1
Equity earnings in subsidiaries	43.7			—		—			(43.7		)	—
Net Earnings	$	25.9		$	54.2	$	2.7		$	(43.7	)	$	39.1
Total Comprehensive Income (Loss)	$	24.3		$	47.2	$	(0.1	)	$	(42.1	)	$	29.3



	Nine Months Ended June 30, 2011
	Parent				Non-
	Company		Guarantors		Guarantors			Eliminations			Total
	(In millions)

Net Sales	$	—	$	695.5	$	51.6		$	(16.7	)	$	730.4
Cost of goods sold	—		357.7		40.6			(16.7		)	381.6
Gross Profit	—		337.8		11.0			—			348.8

Selling, general and administrative expenses	—		167.5		12.8			—			180.3
Amortization of intangible assets	—		9.4		—			—			9.4
Impairment of intangible assets	—		32.1		—			—			32.1
Other operating expenses, net	—		1.0		0.1			—			1.1
Operating Profit (Loss)	—		127.8		(1.9		)	—			125.9

Interest expense, net	—		35.6		3.0			—			38.6
Other expense (income), net	—		8.8		(3.0		)	—			5.8
Earnings (Loss) before Income Taxes	—		83.4		(1.9		)	—			81.5
Income tax expense (benefit)	—		26.7		(0.5		)	—			26.2
Net Earnings (Loss) before equity in subsidiaries	—		56.7		(1.4		)	—			55.3
Equity earnings in subsidiary	—		—		—			—			—
Net Earnings (Loss)	$	—	$	56.7	$	(1.4	)	$	—		$	55.3
Total Comprehensive Income	$	—	$	67.0	$	3.9		$	—		$	70.9



	June 30, 2012
	Parent				Non-
	Company		Guarantors		Guarantors		Eliminations			Total
	(In millions)
ASSETS
Current Assets
Cash and cash equivalents	$	70.8	$	8.7	$	4.0	$	—		$	83.5
Accounts receivable, net	—		52.9		9.7		(4.4		)	58.2
Receivable from Ralcorp	—		4.5		—		—			4.5
Inventories	—		73.3		4.4		—			77.7
Deferred income taxes	3.0		—		0.1		—			3.1
Prepaid expenses and other current assets	3.7		2.4		0.5		—			6.6
Total Current Assets	77.5		141.8		18.7		(4.4		)	233.6

Property, net	—		357.6		51.8		—			409.4
Goodwill	—		1,360.0		6.4		—			1,366.4
Other intangible assets, net	—		739.2		—		—			739.2
Intercompany receivable	365.9		—		—		(365.9		)	—
Investment in subsidiaries	2,144.1		—		—		(2,144.1		)	—
Other assets	14.1		0.8		2.2		(2.2		)	14.9
Total Assets	$	2,601.6	$	2,599.4	$	79.1	$	(2,516.6	)	$	2,763.5

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Current portion of long-term debt	$	13.1	$	—	$	—	$	—		$	13.1
Accounts payable	—		36.2		2.9		(4.4		)	34.7
Other current liabilities	30.5		27.7		5.1		—			63.3
Total Current Liabilities	43.6		63.9		8.0		(4.4		)	111.1

Long-term debt	934.7		—		—		—			934.7
Intercompany payable	—		365.9		—		(365.9		)	—
Deferred income taxes	330.7		—		—		(2.2		)	328.5
Other liabilities	8.6		88.0		8.6		—			105.2
Total Liabilities	1,317.6		517.8		16.6		(372.5		)	1,479.5

Total Stockholders' Equity	1,284.0		2,081.6		62.5		(2,144.1		)	1,284.0
Total Liabilities and Stockholders' Equity	$	2,601.6	$	2,599.4	$	79.1	$	(2,516.6	)	$	2,763.5



	September 30, 2011 (as restated)
	Parent				Non-
	Company		Guarantors		Guarantors		Eliminations			Total
	(In millions)
ASSETS
Current Assets
Cash and cash equivalents	$	—	$	—	$	1.7	$	—		$	1.7
Accounts Receivable, net	—		1.3		8.8		—			10.1
Receivable from Ralcorp	—		41.3		—		—			41.3
Inventories	—		60.4		6.2		—			66.6
Deferred income taxes	—		3.6		0.2		—			3.8
Prepaid expenses and other current assets	—		3.2		0.8		—			4.0
Intercompany notes receivable with Ralcorp	—		—		7.8		—			7.8
Total Current Assets	—		109.8		25.5		—			135.3

Property, net	—		357.9		54.2		—			412.1
Goodwill	—		1,359.9		6.3		—			1,366.2
Other intangible assets, net	—		748.6		—		—			748.6
Investment in partnership	—		—		60.2		—			60.2
Other assets	—		0.8		3.1		(3.1		)	0.8
Total Assets	$	—	$	2,577.0	$	149.3	$	(3.1	)	$	2,723.2

LIABILITIES AND RALCORP EQUITY
Current Liabilities
Current portion of long-term debt with Ralcorp	$	—	$	—	$	68.0	$	—		$	68.0
Accounts payable	—		24.8		4.0		—			28.8
Other current liabilities	—		31.1		6.4		—			37.5
Total Current Liabilities	—		55.9		78.4		—			134.3

Long-term debt with Ralcorp	—		664.5		52.0		—			716.5
Deferred income taxes	—		335.9		—		(3.1		)	332.8
Other liabilities	—		96.8		8.1		—			104.9
Total Liabilities	—		1,153.1		138.5		(3.1		)	1,288.5

Total Stockholders' Equity	—		1,423.9		10.8		—			1,434.7
Total Liabilities and Stockholders' Equity	$	—	$	2,577.0	$	149.3	$	(3.1	)	$	2,723.2



	Nine Months Ended June 30, 2012
	Parent						Non-
	Company			Guarantors			Guarantors			Eliminations			Total
	(In millions)
Net cash provided by operating activities	$	27.8		$	105.3		$	5.2		$	(43.0	)	$	95.3

Cash Flows from Investing Activities
Payments for capital expenditures	—			(21.1		)	(1.2		)	—			(22.3		)
Payments for equity contributions	(6.0		)	—			—			6.0			—
Proceeds from equity distributions	18.9			—			—			(18.9		)	—
Net cash provided by (used in) investing activities	12.9			(21.1		)	(1.2		)	(12.9		)	(22.3		)

Cash Flows from Financing Activities
Proceeds from issuance of senior notes	775.0			—			—			—			775.0
Proceeds from issuance of term loan	175.0			—			—			—			175.0
Payment to Ralcorp	(900.0		)	—			—			—			(900.0		)
Repayments of long-term debt	(2.2		)	—			—			—			(2.2		)
Change in net investment of Ralcorp	—			(13.6		)	(15.8		)	—			(29.4		)
Payments of debt issuance costs	(17.7		)	—			—			—			(17.7		)
Proceeds from repayment of notes receivable from Ralcorp	—			—			7.8			—			7.8
Proceeds from equity contributions	—			—			6.0			(6.0		)	—
Payments for equity distributions	—			(61.9		)	—			61.9			—
Net cash provided by (used in) financing activities	30.1			(75.5		)	(2.0		)	55.9			8.5
Effect of exchange rate changes on cash and cash equivalents	—			—			0.3			—			0.3

Net increase in cash and cash equivalents	70.8			8.7			2.3			—			81.8
Cash and cash equivalents, beginning of period	—			—			1.7			—			1.7
Cash and cash equivalents, end of period	$	70.8		$	8.7		$	4.0		$	—		$	83.5



	Nine Months Ended June 30, 2011
	Parent					Non-
	Company		Guarantors			Guarantors			Eliminations		Total
	(In millions)
Net cash provided by operating activities	$	—	$	112.5		$	5.6		$	—	$	118.1

Cash Flows from Investing Activities:
Payments for capital expenditures	—		(8.0		)	(1.8		)	—		(9.8		)
Net cash used in investing activities	—		(8.0		)	(1.8		)	—		(9.8		)

Cash Flows from Financing Activities:
Change in net investment of Ralcorp	—		(104.5		)	(2.1		)	—		(106.6		)
Net cash used in financing activities	—		(104.5		)	(2.1		)	—		(106.6		)
Effect of exchange rate changes on cash and cash equivalents	—		—			0.5			—		0.5

Net increase in cash and cash equivalents	—		—			2.2			—		2.2
Cash and cash equivalents, beginning of period	—		—			4.8			—		4.8
Cash and cash equivalents, end of period	$	—	$	—		$	7.0		$	—	$	7.0



PART I.	FINANCIAL INFORMATION	Page

Item 1.	Financial Statements.	2

	Condensed Consolidated Statements of Operations for the nine months ended June 30, 2012 and 2011.	2

	Condensed Consolidated Statements of Comprehensive Income for the nine months ended June 30, 2012 and 2011.	3

	Condensed Consolidated Balance Sheets as June 30, 2012 and September 30, 2011 (as restated).	4

	Condensed Consolidated Statements of Cash Flows for the nine months ended June 30, 2012 and 2011.	5

	Condensed Consolidated Statement of Stockholders' Equity as of June 30, 2012.	6

	Notes to Condensed Consolidated Financial Statements.	7



	June 30, 2012			September 30, 2011
Inventories
Raw materials and supplies	$	17.6		$	17.2
Finished products	60.1			49.4
	$	77.7		$	66.6

Property, net
Land	$	12.9		$	12.2
Buildings and leasehold improvements	134.8			131.3
Machinery and equipment	407.8			395.3
Software	21.7			—
Construction	14.2			6.3
	591.4			545.1
Accumulated depreciation	(182.0		)	(133.0		)
	$	409.4		$	412.1



	Nine Months Ended June 30,
	2012		2011
Balanced	$	423.4	$	421.4
Sweetened	178.9		189.0
Unsweetened	109.4		120.0
	$	711.7	$	730.4



	June 30, 2012			September 30, 2011
7.375% Senior Notes maturing February 2022	$	775.0		$	—
Term Loan maturing 2017	172.8			—
Revolving Credit Facility (i)	—			—
	$	947.8		$	—
Less: Current Portion	(13.1		)	—
Total long-term debt	$	934.7		$	—


(i)	The revolving credit facility has an outstanding letter of credit of $0.5 which reduces available borrowing capacity to $174.5 as of June 30, 2012.