RESTRUCTURING ACTIVITIES

Supply Chain and Administrative Efficiency Plan

We previously announced a plan for the integration and restructuring of the operations of 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 announced on June 30, 2015 our intent to exit the Private Brands business, a divestiture of our Private Brands operations may not occur in a timely manner or at all. We will continue to implement portions of the SCAE Plan, including work related to optimizing our supply chain network and pursue cost reductions through our selling, general and administrative functions and productivity improvements.

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 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 May 31, 2015, our Board of Directors has approved the incurrence of up to $394.0 million of expenses in connection with the SCAE Plan. We have incurred or expect to incur approximately $267.3 million of charges, which includes $177.3 million of cash charges and $90.0 million of non-cash charges.

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



	Consumer Foods		Corporate		Commercial Foods		Private Brands		Total
Multi-employer pension costs	$	1.5	$	11.4	$	—	$	—	$	12.9
Accelerated depreciation	31.2		—		—		26.0		57.2
Other cost of goods sold	6.3		—		—		4.1		10.4
Total cost of goods sold	39.0		11.4		—		30.1		80.5
Severance and related costs	25.3		45.2		8.0		13.3		91.8
Accelerated depreciation	—		2.9		—		—		2.9
Fixed asset impairment / Loss on disposal	2.6		0.4		—		21.1		24.1
Other selling, general and administrative expenses	17.9		33.8		—		16.3		68.0
Total selling, general and administrative expenses	45.8		82.3		8.0		50.7		186.8
Consolidated total	$	84.8	$	93.7	$	8.0	$	80.8	$	267.3

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



	Consumer Foods		Corporate		Commercial Foods		Private Brands		Total
Multi-employer pension costs	$	1.5	$	0.2	$	—	$	—	$	1.7
Accelerated depreciation	19.1		—		—		7.4		26.5
Other cost of goods sold	1.2		—		—		2.8		4.0
Total cost of goods sold	21.8		0.2		—		10.2		32.2
Severance and related costs	8.3		1.5		3.2		2.0		15.0
Accelerated depreciation	—		1.8		—		—		1.8
Fixed asset impairment / Loss on disposal	0.6		0.4		—		17.2		18.2
Other selling, general and administrative expenses	4.4		6.9		—		6.7		18.0
Total selling, general and administrative expenses	13.3		10.6		3.2		25.9		53.0
Consolidated total	$	35.1	$	10.8	$	3.2	$	36.1	$	85.2

Included in the above results are $38.4 million of charges that have resulted or will result in cash outflows and $46.8 million in non-cash charges.

We recognized the following cumulative (plan inception to May 31, 2015) pre-tax expenses related to the SCAE Plan in our Consolidated Statement of Operations:



	Consumer Foods		Corporate		Commercial Foods		Private Brands		Total
Multi-employer pension costs	$	1.5	$	11.4	$	—	$	—	$	12.9
Accelerated depreciation	21.5		—		—		22.5		44.0
Other cost of goods sold	2.0		—		—		3.4		5.4
Total cost of goods sold	25.0		11.4		—		25.9		62.3
Severance and related costs	21.0		44.1		8.0		10.9		84.0
Accelerated depreciation	—		2.4		—		—		2.4
Fixed asset impairment / Loss on disposal	0.9		0.4		—		21.1		22.4
Other selling, general and administrative expenses	4.4		10.1		—		11.7		26.2
Total selling, general and administrative expenses	26.3		57.0		8.0		43.7		135.0
Consolidated total	$	51.3	$	68.4	$	8.0	$	69.6	$	197.3

Included in the above results are $127.2 million of charges that have resulted or will result in cash outflows and $70.1 million in non-cash charges.

Liabilities recorded for the SCAE Plan and changes therein for 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 May 31, 2015
Multi-employer pension costs	$	11.2	$	1.5	$	(1.5	)	$	0.2		$	11.4
Severance and related costs	46.9		19.1		(45.5		)	(4.1		)	16.4
Other costs	6.0		24.6		(18.2		)	(2.9		)	9.5
Total	$	64.1	$	45.2	$	(65.2	)	$	(6.8	)	$	37.3

Related to our correction for reclassification of accelerated depreciation in fiscal 2015, we increased cost of goods sold and decreased selling, general and administrative expenses by $8.0 million, $8.5 million, and $3.9 million for the first quarter ended August 24, 2014, second quarter ended November 23, 2014, and third quarter ended February 22, 2015, respectively.

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 have incurred charges of $23.7 million, $15.8 million of which are charges that have resulted or will result in cash outflows and $7.9 million of which are non-cash charges. At the end of fiscal 2014, the acquisition-related restructuring costs were substantially complete.

During fiscal 2015 and 2014, we recognized $0.3 million and $9.4 million, respectively, of pre-tax expenses for acquisition-related restructuring costs, primarily representing impairment of equipment, all within our Consumer Foods segment.

We recognized the following cumulative (plan inception to May 31, 2015) pre-tax acquisition-related exit costs in our Consolidated Statement of Operations:



	Consumer Foods		Corporate		Total
Severance and related costs	$	9.0	$	—	$	9.0
Asset impairment	5.4		2.5		7.9
Other, net	6.8		—		6.8
Total selling, general and administrative expenses	21.2		2.5		23.7
Consolidated total	$	21.2	$	2.5	$	23.7

Other Restructuring Plans

In August 2011, we made a decision to reorganize our Consumer Foods segment sales function and certain other administrative functions within our Commercial Foods segment and general corporate expenses. 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. At the end of fiscal 2013, the Administrative Efficiency Plan was substantially complete.

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. We have recognized expenses associated with the Network Optimization Plan, including but not limited to, 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.

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. At the end of fiscal 2014, the Pre-acquisition Restructuring Plans costs were substantially complete.

In connection with the aforementioned plans, we recognized charges of $2.4 million and $7.6 million in fiscal 2014 and 2013, respectively.