RESTRUCTURING ACTIVITIES

Ralcorp Related Restructuring Plan

We are incurring costs in connection with actions taken due to the ongoing integration and restructuring of the operations of Ralcorp (the "Ralcorp Related Restructuring Plan"). The plan is expected to include steps to, among other things, improve operational effectiveness and reduce costs, integrate headquarter functions across the organization, and optimize manufacturing assets and distribution networks, as a result of which we expect to incur material charges for exit and disposal activities. At the time of the acquisition of Ralcorp, we anticipated that we would need to take restructuring actions in integrating Ralcorp and since that time have been evaluating, and continue to evaluate, such actions. We are currently unable, in good faith, to make a determination of an estimate of the total amount or range of amounts for each major type of cost expected to be incurred in connection with the Ralcorp Related Restructuring Plan, an estimate of the total amount or range of amounts expected to be incurred in connection with the Ralcorp Related Restructuring Plan, or an estimate of the amount or range of amounts of the charges that will result in future cash expenditures. We are also currently unable to determine the duration of the Ralcorp Related Restructuring Plan, but expect that the Ralcorp Related Restructuring Plan will be implemented over a multi-year period.

During the first quarter of fiscal 2014, we recognized the following pre-tax expenses for the Ralcorp Related Restructuring Plan:



	Consumer Foods		Corporate		Total
Cost of goods sold	$	0.3	$	—	$	0.3
Severance and related costs	$	—	$	7.0	$	7.0
Total selling, general and administrative expenses	$	—	$	7.0	$	7.0
Consolidated total	$	0.3	$	7.0	$	7.3

All of these charges have resulted or will result in cash outflows.

We recognized the following cumulative (plan inception to August 25, 2013) pre-tax expenses related to the Ralcorp Related Restructuring Plan in our condensed consolidated statement of earnings:



	Consumer Foods		Corporate		Total
Multi-employer pension costs	$	—	$	11.2	$	11.2
Other cost of goods sold	0.3		—		0.3
Total cost of goods sold	$	0.3	$	11.2	$	11.5
Severance and related costs	$	—	$	24.2	$	24.2
Total selling, general and administrative expenses	$	—	$	24.2	$	24.2
Consolidated total	$	0.3	$	35.4	$	35.7

All of these charges have resulted or will result in cash outflows.

Liabilities recorded for the Ralcorp Related Restructuring Plan and changes therein for the first quarter of fiscal 2014 were as follows:



	Balance at May 26, 2013		Costs Incurred and Charged to Expense		Costs Paid or Otherwise Settled			Balance at August 25, 2013
Severance	$	17.2	$	7.0	$	(3.1	)	$	21.1
Multi-employer pension and related costs	11.2		0.3		(0.3		)	11.2
Total	$	28.4	$	7.3	$	(3.4	)	$	32.3

Acquisition-related Restructuring Costs

During fiscal 2012, we started incurring costs in connection with actions taken to attain synergies when integrating businesses acquired prior to the third quarter of fiscal 2013. These costs, collectively referred to as "acquisition-related restructuring costs", include severance and other costs associated with consolidating facilities and administrative functions. In connection with the acquisition-related restructuring costs, we incurred pre-tax cash and non-cash charges of $14.9 million ($12.4 million in the Consumer Foods segment and $2.5 million in Corporate expenses) cumulatively since inception. By the end of fiscal 2013, the acquisition-related restructuring costs were substantially complete. In the first quarter of fiscal 2014, we incurred $0.9 million in the Consumer Foods segment.

Administrative Efficiency Plan

In August 2011, we made a decision to reorganize our Consumer Foods sales function and certain other administrative functions within our Commercial Foods and Corporate reporting segments. These actions, collectively referred to as the "Administrative Efficiency Plan", were intended to improve the efficiency and effectiveness of the affected sales and administrative functions. In connection with the Administrative Efficiency Plan, we have incurred pre-tax cash and non-cash charges of $18.7 million ($13.8 million in the Consumer Foods segment, $1.0 million in the Commercial Foods segment, and $3.9 million in Corporate expenses), primarily for severance and costs of employee relocation. At the end of fiscal 2013, the Administrative Efficiency Plan was substantially complete.

Network Optimization Plan

During the third quarter of fiscal 2011, our Board of Directors approved a plan designed to optimize our manufacturing and distribution networks. We refer to this plan as the "Network Optimization Plan". The Network Optimization Plan consists of projects that involve, among other things, the exit of certain manufacturing facilities, the disposal of underutilized manufacturing assets, and actions designed to optimize our distribution network. In connection with the Network Optimization Plan, we have incurred pre-tax cash and non-cash charges of $76.7 million ($59.9 million in the Consumer Foods segment, $16.0 million in the Commercial Foods segment, and $0.8 million in Corporate expenses), primarily for impairments of property, plant and equipment, accelerated depreciation, severance and related costs, and plan implementation costs (e.g., consulting and employee relocation). At the end of fiscal 2013, the Network Optimization Plan was substantially complete.

Ralcorp Pre-acquisition Restructuring Plans

At the time of its acquisition, Ralcorp had certain initiatives underway designed to optimize its manufacturing and distribution networks. We refer to these actions and the related costs as "Ralcorp Pre-acquisition Restructuring Plans". These plans consist of projects that involve, among other things, the exit of certain manufacturing facilities, the disposal of underutilized manufacturing assets, and actions designed to optimize its distribution network. We expect to incur $3.7 million of charges that have resulted or will result in cash outflows associated with the Ralcorp Pre-acquisition Restructure Plans. We have recognized cumulative (plan inception to August 25, 2013) pre-tax expenses of $2.6 million related to the Ralcorp Pre-acquisition Restructuring Plans. In the first quarter of fiscal 2014, we recognized charges of $1.3 million.