RESTRUCTURING ACTIVITIES

Supply Chain and Administrative Efficiency Plan

We continue to execute a plan for the integration and restructuring of the operations of Ralcorp Holdings, Inc. ("Ralcorp"), optimization of the entire Company's supply chain network, manufacturing assets, and dry distribution and mixing centers, and improvement of selling, general and administrative effectiveness and efficiencies, which we refer to as the Supply Chain and Administrative Efficiency Plan (the "SCAE Plan").

Although we remain unable to make good faith estimates relating to the entire SCAE Plan, we are reporting on actions initiated through the end of the second quarter of fiscal 2015, including the estimated amounts or range of amounts for each major type of costs expected to be incurred, and the charges that have resulted or will result in cash outflows. As of the date of this report, our Board of Directors has approved the incurrence of up to $325.0 million of expenses in connection with the SCAE Plan. We have incurred or expect to incur approximately $217.6 million of charges ($157.1 million of cash charges and $60.5 million of non-cash charges) for actions identified to date under the SCAE plan. In the second quarter and first half of fiscal 2015, we recognized charges of $17.4 million and $38.5 million, respectively, in relation to the SCAE Plan. In the second quarter and first half of fiscal 2014, we recognized charges of $7.3 million and $14.6 million, respectively, in relation to the SCAE Plan. We expect to incur costs related to the SCAE Plan over a multi-year period.

We anticipate that we will recognize the following pre-tax expenses in association with the SCAE Plan (amounts include charges recognized in fiscal 2013, 2014, and the first half of fiscal 2015):



	Consumer Foods		Commercial Foods		Private Brands		Corporate		Total
Multi-employer pension costs	$	—	$	—	$	—	$	11.4	$	11.4
Other cost of goods sold	3.3		—		2.4		—		5.7
Total cost of goods sold	3.3		—		2.4		11.4		17.1
Severance and related costs (recoveries)	14.4		8.6		9.4		44.0		76.4
Fixed asset impairment / Loss on disposal	0.3		—		5.8		0.4		6.5
Accelerated depreciation	25.5		—		22.3		3.1		50.9
Other selling, general and administrative expenses	8.2		—		26.3		32.2		66.7
Total selling, general and administrative expenses	48.4		8.6		63.8		79.7		200.5
Consolidated total	$	51.7	$	8.6	$	66.2	$	91.1	$	217.6

During the second quarter of fiscal 2015, we recognized the following pre-tax expenses for the SCAE Plan:



	Consumer Foods		Commercial Foods			Private Brands			Corporate			Total
Severance and related costs (recoveries)	$	—	$	(0.5	)	$	(0.2	)	$	(0.1	)	$	(0.8	)
Asset impairment	—		—			—			0.4			0.4
Accelerated depreciation	6.4		—			2.1			0.6			9.1
Other selling, general and administrative expenses	1.4		—			2.8			4.5			8.7
Total selling, general and administrative expenses	7.8		(0.5		)	4.7			5.4			17.4
Consolidated total	$	7.8	$	(0.5	)	$	4.7		$	5.4		$	17.4

Included in the above results are $7.5 million of charges that have resulted or will result in cash outflows and $9.9 million in non-cash charges.

During the first half of fiscal 2015, we recognized the following pre-tax expenses for the SCAE Plan:



	Consumer Foods		Commercial Foods		Private Brands		Corporate		Total
Multi-employer pension costs	$	—	$	—	$	—	$	0.2	$	0.2
Other cost of goods sold	—		—		0.6		—		0.6
Total cost of goods sold	—		—		0.6		0.2		0.8
Severance and related costs	1.4		3.8		0.5		—		5.7
Asset impairment	—		—		1.9		0.4		2.3
Accelerated depreciation	13.9		—		2.6		1.3		17.8
Other selling, general and administrative expenses	1.7		—		5.1		5.1		11.9
Total selling, general and administrative expenses	17.0		3.8		10.1		6.8		37.7
Consolidated total	$	17.0	$	3.8	$	10.7	$	7.0	$	38.5

Included in the above results are $17.4 million of charges that have resulted or will result in cash outflows and $21.1 million in non-cash charges.

We recognized the following cumulative (plan inception to November 23, 2014) pre-tax expenses related to the SCAE Plan in our Condensed Consolidated Statement of Earnings:



	Consumer Foods		Commercial Foods		Private Brands		Corporate		Total
Multi-employer pension costs	$	—	$	—	$	—	$	11.4	$	11.4
Other cost of goods sold	0.8		—		1.2		—		2.0
Total cost of goods sold	0.8		—		1.2		11.4		13.4
Severance and related costs	14.1		8.6		9.4		42.6		74.7
Asset impairment	0.3		—		5.8		0.4		6.5
Accelerated depreciation	16.3		—		17.7		1.9		35.9
Other selling, general and administrative expenses	1.7		—		10.1		8.3		20.1
Total selling, general and administrative expenses	32.4		8.6		43.0		53.2		137.2
Consolidated total	$	33.2	$	8.6	$	44.2	$	64.6	$	150.6

Included in the above results are $106.5 million of charges that have resulted or will result in cash outflows and $44.1 million in non-cash charges.

Liabilities recorded for the SCAE Plan and changes therein for the second quarter of fiscal 2015 were as follows:



	Balance at May 25, 2014		Costs Incurred and Charged to Expense		Costs Paid or Otherwise Settled			Changes in Estimates			Balance at November 23, 2014
Severance	$	46.9	$	8.7	$	(33.6	)	$	(3.0	)	$	19.0
Multi-employer pension costs	11.2		—		—			0.2			11.4
Other costs	6.0		13.0		(11.0		)	(1.5		)	6.5
Total	$	64.1	$	21.7	$	(44.6	)	$	(4.3	)	$	36.9

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 $23.7 million ($21.2 million in the Consumer Foods segment and $2.5 million in Corporate expenses) cumulatively since inception. In the second quarter and first half of fiscal 2015, we incurred $0.1 million and $0.3 million, respectively, in the Consumer Foods segment. In the second quarter and first half of fiscal 2014, we incurred $2.4 million and $3.3 million, respectively, in the Consumer Foods segment. The acquisition-related restructuring costs are 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 consisted of projects that involved, among other things, the exit of certain manufacturing facilities. In connection with the Ralcorp Pre-acquisition Restructuring Plans, we have incurred $3.7 million ($3.5 million in the Private Brands segment and $0.2 million in Corporate expenses) that have resulted or will result in cash outflows of $1.9 million and non-cash charges of $1.8 million. In the second quarter and first half of fiscal 2014, we recognized charges of $1.3 million and $2.6 million, respectively. At the end of fiscal 2014, the Ralcorp Pre-acquisition Restructuring Plans were substantially complete.