8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

______________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 2, 2016

Post Holdings, Inc.
(Exact name of registrant as specified in its charter)

Missouri	1-35305	45-3355106
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

2503 S. Hanley Road
St. Louis, Missouri 63144
(Address, including Zip Code, of Principal Executive Offices)

Registrant’s telephone number, including area code: (314) 644-7600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Item 2.02.    Results of Operation and Financial Condition.

In a press release dated May 5, 2016, a copy of which is attached hereto as Exhibit 99.1, and the text of which is incorporated by reference herein, Post Holdings, Inc. (“Post” or the “Company”) announced results for its second quarter ended March 31, 2016.

In the press release, the Company makes reference to certain non-GAAP financial measures, including Adjusted EBITDA and Adjusted net earnings available to common shareholders. Management believes the use of such non-GAAP financial measures provides increased transparency and assists investors in understanding the underlying operating performance of the Company and its segments and in the analysis of ongoing operating trends.  These measures may not be comparable to similarly-titled measures of other companies. For additional information, see the non-GAAP reconciliation tables furnished with this Form 8-K in Exhibit 99.1. Any non-GAAP measures should not be considered as a substitute for, and should only be read in conjunction with, measures of financial performance prepared in accordance with GAAP.

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)    Material Compensatory Plan, Contract or Arrangement

On May 2, 2016, the Corporate Governance and Compensation Committee of the Board of Directors of the Company approved an amendment (the “Amendment”) to the Post Holdings, Inc. Executive Severance Plan (the “Plan”). The Plan provides benefits to the Company’s senior executive officers in the event of an involuntary termination by the Company without “cause” or a termination of employment by the executive for “good reason.”

The Amendment addresses how equity awards made under the Post Holdings, Inc. 2012 Long-Term Incentive Plan and the Post Holdings, Inc. 2016 Long-Term Incentive Plan (together, the “Equity Plans”) will vest for executives covered under the Plan who are involuntarily terminated. In the event that an executive covered under the Plan has an equity award made under the Equity Plans with a time-based vesting schedule on other than a ratable basis, or that is ratable in whole or in part but where the vesting schedule does not provide for any vesting of the equity award on or before the first anniversary of the date of grant of the equity award, and that executive’s employment is involuntarily terminated before the equity award is fully vested and is otherwise eligible for benefits under the Plan, then the equity award will be vested as if there were a three-year ratable vesting schedule where vesting occurs on the first, second and third anniversaries of the date of grant of the equity award, but only to the extent that the equity award had not already vested at a greater percentage, or under the terms of the applicable Equity Plan would not vest at a greater percentage upon the executive’s involuntary termination.

The foregoing description of the Plan is qualified in its entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 to the Company’s Form 8-K filed on August 5, 2015 and incorporated herein by reference. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

See Exhibit Index.

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SIGNATURES

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

Date: May 5, 2016	Post Holdings, Inc.
	(Registrant)
	By:	/s/ Jeff A. Zadoks
	Name:	Jeff A. Zadoks
	Title:	SVP & Chief Financial Officer

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EXHIBIT INDEX

ExhibitsNumber	Description
10.1	First Amendment to the Post Holdings, Inc. Executive Severance Plan
99.1	Second Quarter Earnings Press Release dated May 5, 2016

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EX-10.1

Exhibit 10.1

FIRST AMENDMENT

TO THE

POST HOLDINGS, INC. EXECUTIVE SEVERANCE PLAN

WHEREAS, Post Holdings, Inc. (“Company”) previously adopted the Post Holdings, Inc. Executive Severance Plan (“Plan”);

WHEREAS, the Company reserved the right to amend the Plan pursuant to Article IVF thereof;

WHEREAS, from time to time, equity awards made under the Post Holdings, Inc. 2012 Long-Term Incentive Plan and the Post Holdings, Inc. 2016 Long-Term Incentive Plan (collectively, the “Equity Plans”) may provide for a time-based vesting schedule on other than a ratable basis, or that is ratable in whole or part but where such vesting schedule does not provide for any vesting of such award on or before the first anniversary of the date of grant of the equity award (either, a “Delayed Vested” equity award);

WHEREAS, the Committee (as defined in the Plan) has determined that, in the event that an executive covered under this Plan has a Delayed Vested equity award under the Equity Plans and that executive experiences an involuntary termination of employment while such equity award is not fully vested and is otherwise eligible for benefits under the Plan, it would be equitable to vest the award as if there were a three-year ratable vesting schedule where vesting occurs on the first, second and third anniversaries of the date of grant of the equity award, to the extent that the award would not be vested at a greater percentage under the terms of the applicable equity award agreement; and

WHEREAS, the Company desires to amend the Plan, effective upon the date this amendment is executed as recorded below:

NOW, THEREFORE, effective upon execution of this amendment, a new Article IIA5 is added to the Plan to read as follows:

5.    Committee to Vest Certain Equity Awards

(a) This Article IIA5 applies if you have been granted an award of restricted stock units, stock appreciation rights, and/or options under the Post Holdings, Inc. 2012 Long-Term Incentive Plan and/or the Post Holdings, Inc. 2016 Long-Term Incentive Plan (collectively, the “Equity Plans”), wherein the vesting schedule for any such outstanding award is based upon the passage of time on other than a ratable basis, or is ratable in whole or part but where such vesting schedule does not provide for any vesting of such award on or before the first anniversary of the date of grant of the equity award.

(b) If at any point while you have an equity award described in Article IIA5(a) that is not fully vested, you become eligible pursuant to Article IIA1 of this Plan, the Committee agrees to ratably vest such equity award upon your separation from service, as though the award had a vesting schedule that provided for vesting in equal annual installments on each of the first, second and third anniversaries of the date of grant of such equity award), but only to the extent that such anniversaries have occurred through the date of termination of employment. This Article IIA5(b) shall not apply to the extent that, by its terms, the award is already vested at a greater percentage, or would vest at a greater percentage upon your separation from service. In no event shall any such vesting exceed one hundred percent vesting by application of this provision. For the sake of clarity, the vesting date under application of this Article IIA5(b) shall be the date of separation from service. Application of this Article IIA5(b) is illustrated in the following examples:

i. By way of example only, you have an equity award that by its terms has a five-year cliff vesting schedule (wherein the award would vest fully only after five years have passed), and you become eligible for benefits under this Plan after two full years since the date of grant have passed. Two-thirds (2/3) of the award shall be vested.

ii. By way of example only, under its terms, your equity award does not begin to vest until five years after the date of grant have passed, at which time the award vests 20% on each of the sixth through tenth anniversaries of the date of grant. You become eligible for benefits under this Plan after three full years since the date of grant have passed. One hundred percent (100%) of the award shall be vested.

(c) To the extent that any portion of a stock option or stock appreciation right award becomes vested in accordance with the foregoing, such portion of such award shall become exercisable at the time of such vesting and remain exercisable for such period as provided in the event of an involuntary termination of employment under the applicable award agreement (or if no such period is specified in the event of an involuntary termination of employment under the applicable award agreement or Equity Plan, such vested portion of such an award shall remain exercisable for six months following such separation from service, or until the expiration of the term of the award if sooner). Any portion of such stock option or stock appreciation right award that remains unvested and/or unexercised after application of the foregoing provisions shall be forfeited without further consideration or payment therefor and may not be exercised.

(d) To the extent that any portion of a restricted stock unit award becomes vested in accordance with the foregoing, such award shall be settled in the medium and manner set forth in the award on the date of such separation from service or within sixty days thereafter (or, to the extent required under Section 409A of the Internal Revenue Code, at such other time as may be provided under the terms of the award). Any portion of such restricted stock unit award that remains unvested after application of the foregoing provisions shall be forfeited without further consideration or payment therefor.

(e) If the Company determines, in its sole discretion, that application of Article IIA5would cause adverse tax consequences to the Company under Section 409A of the Internal Revenue Code, as it may be amended from time to time, application of Article IIA5 shall occur only at the Committee’s discretion.

IN WITNESS WHEREOF, Post Holdings, Inc. has executed this Plan on this 2nd day of May, 2016.

POST HOLDINGS, INC.
By:	/s/ Robert V. Vitale
	Robert V. Vitale
	President and Chief Executive Officer

EX-99.1

Exhibit 99.1

Post Holdings Reports Results for the Second Quarter of Fiscal Year 2016

St. Louis, Missouri - May 5, 2016 - Post Holdings, Inc. (NYSE:POST), a consumer packaged goods holding company, reported results today for the fiscal quarter ended March 31, 2016.

Highlights:

• Net sales of $1.3 billion and Adjusted EBITDA of $247.8 million

• Announced Adjusted EBITDA guidance for the second half of fiscal 2016 to be between $410 million and $430 million

• Announced an additional $25 million in synergies within the Post Consumer Brands segment

Second Quarter Consolidated Operating Results

Second quarter net sales were $1,271.1 million, an increase of $218.4 million, or 20.7%, compared to the prior year. The sales increase was driven by the fiscal 2015 acquisition of MOM Brands and the fiscal 2016 acquisition of Willamette Egg Farms, as well as organic sales growth. On a comparable basis, net sales increased 0.9% when compared to the same period in fiscal 2015 resulting from organic sales growth within the Post Consumer Brands, Active Nutrition and Private Brands segments, which was partially offset by an anticipated decline in sales within the Michael Foods Group segment.

Gross profit for the second quarter was $409.3 million or 32.2% of net sales, an increase of $133.8 million compared to the prior year gross profit of $275.5 million or 26.2% of net sales. Selling, general and administrative (SG&A) expenses for the second quarter were $205.6 million or 16.2% of net sales, an increase of $29.2 million compared to the prior year SG&A of $176.4 million or 16.8% of net sales.

Adjusted EBITDA was $247.8 million for the second quarter, up $98.6 million compared to the prior year. The increase was driven primarily by the acquisition of MOM Brands, synergy savings within the Post Consumer Brands segment and organic Adjusted EBITDA growth in the Michael Foods Group and Active Nutrition segments.

Net earnings available to common shareholders were $1.5 million, or $0.02 per diluted common share, for the second quarter. Adjusted net earnings available to common shareholders were $69.0 million, or $0.87 per diluted common share.

Six Month Consolidated Operating Results

Net sales for the six months ended March 31, 2016 were $2,519.9 million, an increase of $393.3 million, or 18.5%, compared to the prior year. Gross profit increased $247.2 million to $771.8 million or 30.6% of net sales. SG&A expenses for the six month period were $392.6 million or 15.6% of net sales, an increase of $49.0 million compared to the prior year SG&A of $343.6 million or 16.2% of net sales.

Adjusted EBITDA was $483.4 million for the six month period, up $206.6 million compared to the prior year period.

For the six months ended March 31, 2016, net earnings available to common shareholders were $12.0 million, or $0.17 per diluted common share. Adjusted net earnings available to common shareholders were $110.3 million, or $1.40 per diluted common share.

Post Consumer Brands

Post Consumer Brands includes the ready-to-eat (“RTE”) cereal businesses.

Net sales were $440.1 million for the second quarter, up $196.2 million over the reported prior year second quarter. On a comparable basis, net sales increased 0.8%, or $3.6 million, over the same period in fiscal 2015 with volumes declining 1.9%. Net sales benefitted from growth in net sales and volume for Malt-O-Meal branded bags, Pebbles and co-manufacturing as well as higher average net selling prices, which was partially offset by anticipated reduced distribution for MOM branded boxes and declines in net sales and volume for Great Grains, Shredded Wheat and Grape-Nuts.

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Segment profit was $74.7 million and $50.8 million for second quarter 2016 and 2015, respectively. Second quarter 2016 segment profit was negatively impacted by integration expenses of $5.8 million. Segment Adjusted EBITDA was $106.3 million and $62.8 million for second quarter 2016 and 2015, respectively.

For the six months ended March 31, 2016, net sales were $851.7 million, up $390.3 million over the reported prior year period. Segment profit was $137.6 million, compared to $88.4 million in the prior year period. Segment profit for the six months ended March 31, 2016 was negatively impacted by integration expenses of $13.7 million. Segment Adjusted EBITDA was $203.5 million, compared to $112.6 million in the prior year period.

Michael Foods Group

Michael Foods Group includes the egg, potato, cheese and pasta businesses.

Net sales were $557.7 million for the second quarter, an increase of 1.3%, or $7.4 million, over the reported prior year second quarter. On a comparable basis, net sales declined 2.2%, or $12.2 million, over the same period in fiscal 2015. Egg sales declined 2.8%, on a comparable basis, with volume declining 15.9%, as a result of the impact of avian influenza which reduced Post’s egg supply available for sale. Refrigerated potato products sales declined 1.9%, with volume declining 6.2%. Cheese and other dairy case products sales declined 3.3%, with volume declining 5.2%. Pasta products sales increased 2.7%, with volume up 11.8%. Sales for cheese and other dairy case products and pasta were impacted by reduced pricing related to lower input costs.

Segment profit was $89.6 million and $39.8 million for second quarter 2016 and 2015, respectively. Segment profit for the second quarter of 2016 included $4.2 million from the acquisition of Willamette Egg Farms. Segment Adjusted EBITDA was $121.9 million and $77.7 million for second quarter 2016 and 2015, respectively, with egg, pasta and cheese products all achieving organic Adjusted EBITDA growth.

For the six months ended March 31, 2016, net sales were $1,144.1 million, a decline of 0.5%, or $5.5 million, over the reported prior year period. Segment profit was $170.4 million, compared to $81.9 million in the prior year period. Segment profit for the six months ended March 31, 2016 included $12.6 million from the acquisition of Willamette Egg Farms. Segment Adjusted EBITDA was $239.9 million, compared to $150.1 million in the prior year period.

Active Nutrition

Active Nutrition includes the protein shakes, bars and powders and nutritional supplement products of the PowerBar, Premier Protein and Dymatize brands.

Net sales were $143.8 million for the second quarter, an increase of 6.8%, or $9.2 million, over the reported prior year second quarter. On a comparable basis, net sales increased 11.6%, or $14.9 million, over the same period in fiscal 2015, with strong growth for Premier Protein shakes partially offset by anticipated declines at Dymatize. Segment profit (loss) was $13.8 million and ($4.5) million for second quarter 2016 and 2015, respectively. Segment Adjusted EBITDA was $20.0 million and $4.1 million for second quarter 2016 and 2015, respectively.

For the six months ended March 31, 2016, net sales were $259.6 million, a decline of 2.0%, or $5.4 million, over the reported prior year period. Segment profit (loss) was $24.3 million, compared to ($10.8) million in the prior year period. Segment Adjusted EBITDA was $36.7 million, compared to $8.8 million in the prior year period.

Private Brands

Private Brands primarily includes nut butters, dried fruit and nuts, and granola.

Net sales were $129.7 million for the second quarter, an increase of 3.8%, or $4.8 million, over the reported prior year second quarter. Nut butters and dried fruit and nut sales increased 4.5%, with volume up 9.7%. Granola and cereal sales increased 1.6%, with volume declining 5.3%. Segment profit was $7.7 million and $10.4 million for second quarter 2016 and 2015, respectively. Segment Adjusted EBITDA was $13.9 million and $16.9 million for second quarter 2016 and 2015, respectively.

For the six months ended March 31, 2016, net sales were $265.3 million, an increase of 5.0%, or $12.6 million, over the reported prior year period. Segment profit was $20.6 million, compared to $17.3 million in the prior year period. Segment Adjusted EBITDA was $33.0 million, compared to $31.2 million in the prior year period.

Interest, Other Expense and Income Tax

Interest expense, net was $77.2 million for the second quarter compared to $59.8 million for the prior year quarter. For the six months ended March 31, 2016, interest expense, net was $155.0 million, compared to $119.9 million for the six months ended

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March 31, 2015. The increase for both the quarter and the six month period was driven by a rise in Post’s debt principal balance outstanding primarily resulting from the May 2015 term loan issuance in connection with financing the MOM Brands acquisition.

Other expense relates to non-cash mark-to-market adjustments on interest rate swaps and was $90.9 million for the second quarter of fiscal 2016, compared to $28.8 million for the second quarter of fiscal 2015, and $106.8 million for the six month period in fiscal 2016, compared to $83.4 million for the six month period in fiscal 2015.

Income tax benefit was $10.5 million, or an effective income tax rate of 187.5%, in the second quarter of fiscal 2016. For the six months ended March 31, 2016, income tax expense was $3.2 million, or an effective income tax rate of 9.5%. The effective income tax rate for both periods in fiscal 2016 was favorably impacted by discrete items that occurred in the second quarter of fiscal 2016 which primarily related to Post’s decision to divest its Michael Foods Group Canadian business.

Outlook

Post management has raised its fiscal 2016 Adjusted EBITDA guidance range to be between $893 million and $913 million, from between $810 million and $840 million. Post management expects Adjusted EBITDA for the second half of fiscal 2016 to be between $410 million and $430 million.

Post management continues to expect capital expenditures for fiscal 2016 to be between $145 million and $155 million, including approximately $20 million related to growth activities and approximately $20 million related to integration activities. Maintenance capital expenditures for fiscal 2016 are expected to be between $105 million and $115 million.

Post management continues to expect to achieve $50 million in run-rate annualized cost synergies within the Post Consumer Brands segment by the end of fiscal year 2016 and also announced an additional $25 million in run-rate annualized cost synergies, which are expected to be achieved by the end of fiscal year 2018.

Use of Non-GAAP Measures

Certain financial measures in this release are non-GAAP measures, including Adjusted EBITDA and Adjusted net earnings available to common shareholders. Management believes the use of such non-GAAP measures provides increased transparency and assists investors in understanding the underlying operating performance of the Company and its segments and in the analysis of ongoing operating trends. These measures may not be comparable to similarly-titled measures of other companies. See the tables provided in this release for reconciliations to the most directly comparable GAAP financial measures.

Conference Call to Discuss Earnings Results and Outlook

The Company will host a conference call on Friday, May 6, 2016 at 9:00 a.m. Eastern Time to discuss financial results for the second quarter of fiscal year 2016 and fiscal year 2016 outlook and to respond to questions. Robert V. Vitale, President and Chief Executive Officer, and Jeff A. Zadoks, Senior Vice President and Chief Financial Officer, will participate in the call.

Interested parties may join the conference call by dialing (877) 540-0891 in the United States and (678) 408-4007 from outside of the United States. The conference identification number is 88653759. Interested parties are invited to listen to the webcast of the conference call, which can be accessed by visiting the Investor Relations section of the Company’s website at www.postholdings.com.

A replay of the conference call will be available through Friday, May 13, 2016 by dialing (800) 585-8367 in the United States and (404) 537-3406 from outside of the United States and using the conference identification number 88653759. A webcast replay will also be available for a limited period on the Company’s website in the Investor Relations section.

Forward-Looking Statements

Certain matters discussed in this release and on the conference call are forward-looking statements, including our expectations regarding the timing of realizing the run-rate annualized cost synergies for the Post Consumer Brands segment; our Adjusted EBITDA outlook for fiscal 2016 and for the second half of fiscal 2016 and our capital expenditures expectations, including expectations for growth and integration activities and maintenance. Such statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Potential risks and uncertainties include our ability to realize the synergies contemplated by the acquisition of MOM Brands; our ability to promptly and effectively integrate the MOM Brands and Post Foods businesses; our high leverage and substantial debt, including covenants that restrict the operation of our business; our ability to service outstanding debt or obtain additional financing, including secured and unsecured debt; our ability to continue to compete in our product markets and our ability to retain market position; our ability to identify and complete acquisitions, manage growth and integrate acquisitions; changes in our cost structure,

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management, financing and business operations; significant volatility in the costs of certain raw materials, commodities, packaging or energy used to manufacture our products; our ability to maintain competitive pricing, introduce new products or successfully manage costs; our ability to successfully implement business strategies to reduce costs; impairment in the carrying value of goodwill or other intangibles; 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 and respond to changes in consumer preferences and trends; changes in economic conditions and consumer demand for our products; disruptions in the U.S. and global capital and credit markets; labor strikes, work stoppages or unionization efforts; legal and regulatory factors, including advertising and labeling laws, changes in food safety and laws and regulations governing animal feeding operations; our ability to comply with increased regulatory scrutiny related to certain of our products and/or international sales; the ultimate impact litigation may have on us, including the lawsuit (to which Michael Foods is a party) alleging violations of federal and state antitrust laws in the egg industry; our reliance on third party manufacturers for certain of our products; disruptions or inefficiencies in supply chain; our ability to recognize the expected benefits of the closing of the Farmers Branch, Texas manufacturing facility as well as our Parsippany, New Jersey office; our ability to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, including with respect to acquired businesses; business disruptions caused by information technology failures and/or technology hacking; fluctuations in foreign currency exchange rates; consolidations in the retail grocery and foodservice industries; change in estimates in critical accounting judgments and changes to or new laws and regulations affecting our business; losses or increased funding and expenses related to qualified pension and other post-retirement plans; loss of key employees; our ability to protect our intellectual property; changes in weather conditions, natural disasters, disease outbreaks and other events beyond our control; our ability to successfully operate international operations in compliance with applicable laws and regulations; and other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. These forward-looking statements represent the Company’s judgment as of the date of this release. The Company disclaims, however, any intent or obligation to update these forward-looking statements.

About Post Holdings, Inc.

Post Holdings, Inc., headquartered in St. Louis, Missouri, is a consumer packaged goods holding company operating in the center-of-the-store, foodservice, food ingredient, private label, refrigerated and active nutrition food categories. Through its Post Consumer Brands business, Post is a leader in the ready-to-eat cereal category and offers a broad portfolio that includes recognized brands such as Honey Bunches of Oats®, Pebbles™, Great Grains®, Grape-Nuts®, Honeycomb®, Frosted Mini Spooners®, Golden Puffs®, Cinnamon Toasters®, Fruity Dyno-Bites®, Cocoa Dyno-Bites®, Berry Colossal Crunch® and Malt-O-Meal® hot wheat cereal. Post’s Michael Foods Group supplies value-added egg products, refrigerated potato products, cheese and other dairy case products and dry pasta products to the foodservice, food ingredient and private label retail channels and markets retail brands including All Whites®, Better’n Eggs®, Simply Potatoes® and Crystal Farms®. Post’s active nutrition platform aids consumers in adopting healthier lifestyles through brands such as PowerBar®, Premier Protein® and Dymatize®. Post’s Private Brands Group manufactures private label peanut butter and other nut butters, dried fruits, baking and snacking nuts, cereal and granola. For more information, visit www.postholdings.com.

Contact:

Investor Relations

Brad Harper

brad.harper@postholdings.com

(314) 644-7626

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in millions, except per share data)

	Quarter Ended March 31,						Six Months Ended March 31,
	2016			2015			2016			2015
Net Sales	$	1,271.1		$	1,052.7		$	2,519.9		$	2,126.6
Cost of goods sold	861.8			777.2			1,748.1			1,602.0
Gross Profit	409.3			275.5			771.8			524.6
Selling, general and administrative expenses	205.6			176.4			392.6			343.6
Amortization of intangible assets	38.1			33.7			76.2			67.2
Other operating expenses, net	3.1			15.7			7.6			23.2
Operating Profit	162.5			49.7			295.4			90.6
Interest expense, net	77.2			59.8			155.0			119.9
Other expense	90.9			28.8			106.8			83.4
(Loss) Earnings before Income Taxes	(5.6		)	(38.9		)	33.6			(112.7		)
Income tax (benefit) provision	(10.5		)	(69.4		)	3.2			(45.9		)
Net Earnings (Loss)	4.9			30.5			30.4			(66.8		)
Preferred stock dividends	(3.4		)	(4.2		)	(18.4		)	(8.5		)
Net Earnings (Loss) Available to Common Shareholders	$	1.5		$	26.3		$	12.0		$	(75.3	)
Net Earnings (Loss) per Common Share:
Basic	$	0.02		$	0.48		$	0.18		$	(1.45	)
Diluted	$	0.02		$	0.45		$	0.17		$	(1.45	)
Weighted-Average Common Shares Outstanding:
Basic	69.1			54.5			68.3			52.1
Diluted	70.5			67.6			69.7			52.1

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CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions)

	March 31, 2016			September 30, 2015
ASSETS
Current Assets
Cash and cash equivalents	$	868.2		$	841.4
Restricted cash	8.4			18.8
Receivables, net	386.8			366.2
Inventories	491.5			465.3
Deferred income taxes	—			47.7
Prepaid expenses and other current assets	55.0			42.3
Total Current Assets	1,809.9			1,781.7
Property, net	1,341.9			1,333.2
Goodwill	3,081.4			3,072.8
Other intangible assets, net	2,911.3			2,969.3
Other assets	60.0			63.4
Total Assets	$	9,204.5		$	9,220.4
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Current portion of long-term debt	$	15.7		$	16.0
Accounts payable	224.3			265.2
Other current liabilities	316.6			329.8
Total Current Liabilities	556.6			611.0
Long-term debt	4,498.2			4,511.4
Deferred income taxes	774.4			831.8
Other liabilities	368.6			290.2
Total Liabilities	6,197.8			6,244.4
Shareholders’ Equity
Preferred stock	—			0.1
Common stock	0.7			0.6
Additional paid-in capital	3,506.9			3,538.8
Accumulated deficit	(390.6		)	(421.0		)
Accumulated other comprehensive loss	(56.9		)	(89.1		)
Treasury stock, at cost	(53.4		)	(53.4		)
Total Shareholders’ Equity	3,006.7			2,976.0
Total Liabilities and Shareholders’ Equity	$	9,204.5		$	9,220.4

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SELECTED CONDENSED CONSOLIDATED CASH FLOW INFORMATION (Unaudited)

(in millions)

	Six Months Ended March 31,
	2016			2015
Cash provided by (used in):
Operating activities	$	196.4		$	158.4
Investing activities, including capital expenditures of $44.8 and $45.6	(122.0		)	(160.6		)
Financing activities	(48.5		)	314.3
Effect of exchange rate changes on cash and cash equivalents	0.9			(1.5		)
Net increase in cash and cash equivalents	$	26.8		$	310.6

SEGMENT INFORMATION (Unaudited)

(in millions)

			Quarter Ended March 31,						Six Months Ended March 31,
			2016			2015			2016			2015
Net Sales
	Post Consumer Brands		$	440.1		$	243.9		$	851.7		$	461.4
	Michael Foods Group		557.7			550.3			1,144.1			1,149.6
	Active Nutrition		143.8			134.6			259.6			265.0
	Private Brands		129.7			124.9			265.3			252.7
	Eliminations		(0.2		)	(1.0		)	(0.8		)	(2.1		)
		Total	$	1,271.1		$	1,052.7		$	2,519.9		$	2,126.6
Segment Profit (Loss)
	Post Consumer Brands		$	74.7		$	50.8		$	137.6		$	88.4
	Michael Foods Group		89.6			39.8			170.4			81.9
	Active Nutrition		13.8			(4.5		)	24.3			(10.8		)
	Private Brands		7.7			10.4			20.6			17.3
		Total segment profit	185.8			96.5			352.9			176.8
	General corporate expenses and other		23.3			46.8			57.5			86.2
	Interest expense		77.2			59.8			155.0			119.9
	Other expense, net		90.9			28.8			106.8			83.4
		(Loss) Earnings before Income Taxes	$	(5.6	)	$	(38.9	)	$	33.6		$	(112.7	)

SUPPLEMENTAL SEGMENT INFORMATION

Results include one acquisition completed in fiscal 2016 and three acquisitions completed in fiscal 2015. Each acquired business is included in results as of its respective closing date as listed below. Results also include one divestiture completed in fiscal 2016 and one divestiture completed in fiscal 2015. Each divested business is no longer included in results as of its respective sale date as listed below.

Comparable basis, as referred to within the text of this release, is defined as a comparison of the three-month period ended March 31, 2016 to the same three-month period in fiscal 2015, including results for the periods of time Post owned each of the acquired businesses and the respective periods of time Post did not own the businesses and excluding results for divestitures for both periods.

Business	Type	Segment	Effective Date
PowerBar and related assets	Acquisition	Active Nutrition	October 1, 2014
American Blanching Company	Acquisition	Private Brands	November 1, 2014
MOM Brands Company	Acquisition	Post Consumer Brands	May 4, 2015
Australian business and Musashi trademark	Divestiture	Active Nutrition	July 1, 2015
Willamette Egg Farms	Acquisition	Michael Foods Group	October 3, 2015
MFI Food Canada Ltd.	Divestiture	Michael Foods Group	March 1, 2016

7

RECONCILIATION OF NET EARNINGS (LOSS) TO ADJUSTED EBITDA (Unaudited)

(in millions)

	Quarter Ended March 31,						Six Months Ended March 31,
	2016			2015			2016			2015
Net Earnings (Loss)	$	4.9		$	30.5		$	30.4		$	(66.8	)
Income tax (benefit) provision	(10.5		)	(69.4		)	3.2			(45.9		)
Interest expense, net	77.2			59.8			155.0			119.9
Non-cash mark-to-market adjustments on interest rate swaps	90.9			28.8			106.8			83.4
Depreciation and amortization, including accelerated depreciation	76.4			63.2			151.2			126.3
Non-cash stock-based compensation	4.9			10.4			8.4			16.7
Transaction costs	0.1			1.7			1.1			6.7
Integration costs	5.8			2.8			13.7			4.9
Restructuring and plant closure costs	0.8			3.8			5.3			4.6
Loss on assets held for sale	4.4			15.4			8.4			22.5
Inventory valuation adjustments on acquired businesses	—			—			1.1			3.2
Mark-to-market adjustments on commodity hedges	(4.2		)	0.6			1.0			(1.4		)
Gain on sale of business	(2.0		)	—			(2.0		)	—
Foreign currency (gain) loss on intercompany loans	(0.9		)	2.7			(0.2		)	4.1
Gain from insurance proceeds	—			(1.0		)	—			(1.0		)
Gain on change in fair value of acquisition earn-out	—			—			—			(0.7		)
Purchase price adjustment on acquisition	—			(0.2		)	—			(0.2		)
Spin-Off costs/post Spin-Off costs	—			0.1			—			0.5
Adjusted EBITDA	$	247.8		$	149.2		$	483.4		$	276.8
Adjusted EBITDA as a percentage of Net Sales	19.5		%	14.2		%	19.2		%	13.0		%

8

RECONCILIATION OF SEGMENT PROFIT TO ADJUSTED EBITDA (Unaudited)

QUARTER ENDED MARCH 31, 2016

(in millions)

	Post Consumer Brands			Michael Foods Group			Active Nutrition			Private Brands			Corporate/ Other			Total
Segment Profit	$	74.7		$	89.6		$	13.8		$	7.7		$	—		$	185.8
General corporate expenses and other	—			—			—			—			(23.3		)	(23.3		)
Operating Profit (Loss)	74.7			89.6			13.8			7.7			(23.3		)	162.5
Depreciation and amortization, including accelerated depreciation	26.2			36.1			6.2			6.2			1.7			76.4
Non-cash stock-based compensation	—			—			—			—			4.9			4.9
Transaction costs	—			—			—			—			0.1			0.1
Integration costs	5.8			—			—			—			—			5.8
Restructuring and plant closure costs	—			—			—			—			0.8			0.8
Loss on assets held for sale	—			—			—			—			4.4			4.4
Mark-to-market adjustments on commodity hedges	(0.4		)	(0.9		)	—			—			(2.9		)	(4.2		)
Gain on sale of business	—			(2.0		)	—			—			—			(2.0		)
Foreign currency gain on intercompany loans	—			(0.9		)	—			—			—			(0.9		)
Adjusted EBITDA	$	106.3		$	121.9		$	20.0		$	13.9		$	(14.3	)	$	247.8
Adjusted EBITDA as a percentage of Net Sales	24.2		%	21.9		%	13.9		%	10.7		%	—			19.5		%

RECONCILIATION OF SEGMENT PROFIT (LOSS) TO ADJUSTED EBITDA (Unaudited)

QUARTER ENDED MARCH 31, 2015

(in millions)

	Post Consumer Brands			Michael Foods Group			Active Nutrition			Private Brands			Corporate/ Other			Total
Segment Profit (Loss)	$	50.8		$	39.8		$	(4.5	)	$	10.4		$	—		$	96.5
General corporate expenses and other	—			—			—			—			(46.8		)	(46.8		)
Operating Profit (Loss)	50.8			39.8			(4.5		)	10.4			(46.8		)	49.7
Depreciation and amortization	12.0			36.5			6.9			6.5			1.3			63.2
Non-cash stock-based compensation	—			—			—			—			10.4			10.4
Transaction costs	—			—			—			—			1.7			1.7
Integration costs	—			—			1.5			—			1.3			2.8
Restructuring and plant closure costs	—			—			—			—			3.8			3.8
Loss on assets held for sale	—			—			—			—			15.4			15.4
Mark-to-market adjustments on commodity hedges	—			1.0			—			—			(0.4		)	0.6
Foreign currency loss on intercompany loans	—			1.4			0.2			—			1.1			2.7
Gain from insurance proceeds	—			(1.0		)	—			—			—			(1.0		)
Purchase price adjustment on acquisition	—			—			—			—			(0.2		)	(0.2		)
Spin-Off costs/post Spin-Off costs	—			—			—			—			0.1			0.1
Adjusted EBITDA	$	62.8		$	77.7		$	4.1		$	16.9		$	(12.3	)	$	149.2
Adjusted EBITDA as a percentage of Net Sales	25.7		%	14.1		%	3.0		%	13.5		%	—			14.2		%

9

RECONCILIATION OF SEGMENT PROFIT TO ADJUSTED EBITDA (Unaudited)

SIX MONTHS ENDED MARCH 31, 2016

(in millions)

	Post Consumer Brands			Michael Foods Group			Active Nutrition			Private Brands			Corporate/ Other			Total
Segment Profit	$	137.6		$	170.4		$	24.3		$	20.6		$	—		$	352.9
General corporate expenses and other	—			—			—			—			(57.5		)	(57.5		)
Operating Profit (Loss)	137.6			170.4			24.3			20.6			(57.5		)	295.4
Depreciation and amortization, including accelerated depreciation	52.5			70.5			12.4			12.4			3.4			151.2
Non-cash stock-based compensation	—			—			—			—			8.4			8.4
Transaction costs	—			—			—			—			1.1			1.1
Integration costs	13.7			—			—			—			—			13.7
Restructuring and plant closure costs	—			—			—			—			5.3			5.3
Loss on assets held for sale	—			—			—			—			8.4			8.4
Inventory valuation adjustments on acquired businesses	—			1.1			—			—			—			1.1
Mark-to-market adjustments on commodity hedges	(0.3		)	0.4			—			—			0.9			1.0
Gain on sale of business	—			(2.0		)	—			—			—			(2.0		)
Foreign currency (gain) loss on intercompany loans	—			(0.5		)	—			—			0.3			(0.2		)
Adjusted EBITDA	$	203.5		$	239.9		$	36.7		$	33.0		$	(29.7	)	$	483.4
Adjusted EBITDA as a percentage of Net Sales	23.9		%	21.0		%	14.1		%	12.4		%	—			19.2		%

RECONCILIATION OF SEGMENT PROFIT (LOSS) TO ADJUSTED EBITDA (Unaudited)

SIX MONTHS ENDED MARCH 31, 2015

(in millions)

	Post Consumer Brands			Michael Foods Group			Active Nutrition			Private Brands			Corporate/ Other			Total
Segment Profit (Loss)	$	88.4		$	81.9		$	(10.8	)	$	17.3		$	—		$	176.8
General corporate expenses and other	—			—			—			—			(86.2		)	(86.2		)
Operating Profit (Loss)	88.4			81.9			(10.8		)	17.3			(86.2		)	90.6
Depreciation and amortization	24.2			73.1			13.8			12.5			2.7			126.3
Non-cash stock-based compensation	—			—			—			—			16.7			16.7
Transaction costs	—			—			—			—			6.7			6.7
Integration costs	—			—			3.5			—			1.4			4.9
Restructuring and plant closure costs	—			—			—			—			4.6			4.6
Loss on assets held for sale	—			—			—			—			22.5			22.5
Inventory valuation adjustments on acquired businesses	—			—			1.9			1.3			—			3.2
Mark-to-market adjustments on commodity hedges	—			(6.1		)	—			—			4.7			(1.4		)
Foreign currency loss on intercompany loans	—			2.2			0.4			0.1			1.4			4.1
Gain from insurance proceeds	—			(1.0		)	—			—			—			(1.0		)
Gain on change in fair value of acquisition earn-out	—			—			—			—			(0.7		)	(0.7		)
Purchase price adjustment on acquisition	—			—			—			—			(0.2		)	(0.2		)
Spin-Off costs/post Spin-Off costs	—			—			—			—			0.5			0.5
Adjusted EBITDA	$	112.6		$	150.1		$	8.8		$	31.2		$	(25.9	)	$	276.8
Adjusted EBITDA as a percentage of Net Sales	24.4		%	13.1		%	3.3		%	12.3		%	—			13.0		%

10

RECONCILIATION OF NET EARNINGS (LOSS) AVAILABLE TO COMMON SHAREHOLDERS

TO ADJUSTED NET EARNINGS (LOSS) AVAILABLE TO COMMON SHAREHOLDERS (Unaudited)

(in millions, except per share data)

		Quarter Ended March 31,						Six Months Ended March 31,
		2016			2015			2016			2015
Net Earnings (Loss) Available to Common Shareholders		$	1.5		$	26.3		$	12.0		$	(75.3	)
Adjustments:
	Non-cash mark-to-market adjustments on interest rate swaps	90.9			28.8			106.8			83.4
	Transaction costs	0.1			1.7			1.1			6.7
	Integration costs	5.8			2.8			13.7			4.9
	Restructuring and plant closure costs, including accelerated depreciation	0.9			3.8			5.7			4.6
	Loss on assets held for sale	4.4			15.4			8.4			22.5
	Inventory valuation adjustments on acquired businesses	—			—			1.1			3.2
	Mark-to-market adjustments on commodity hedges	(4.2		)	0.6			1.0			(1.4		)
	Gain on sale of business	(2.0		)	—			(2.0		)	—
	Foreign currency (gain) loss on intercompany loans	(0.9		)	2.7			(0.2		)	4.1
	Gain from insurance proceeds	—			(1.0		)	—			(1.0		)
	Gain on change in fair value of acquisition earn-out	—			—			—			(0.7		)
	Purchase price adjustment on acquisition	—			(0.2		)	—			(0.2		)
	Spin-Off costs/post Spin-Off costs	—			0.1			—			0.5
	Total Net Adjustments	95.0			54.7			135.6			126.6
Income tax effect on adjustments		(30.9		)	(22.3		)	(44.1		)	(51.5		)
Preferred stock dividends adjustment (1)		3.4			—			6.8			—
Adjusted Net Earnings (Loss) Available to Common Shareholders		$	69.0		$	58.7		$	110.3		$	(0.2	)
Weighted-Average Shares Outstanding - Diluted (1)		79.6			67.6			78.8			52.1
Adjusted Diluted Net Earnings (Loss) per Common Share		$	0.87		$	0.87		$	1.40		$0.00
(1) Adjusted Diluted Net Earnings per Common Share for the quarter ended March 31, 2016 and the six months ended March 31, 2016 both include 9.1 million incremental shares on the assumed conversion of remaining outstanding preferred stock and exclude $3.4 million and $6.8 million, respectively, of preferred stock dividends.

11