##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended September 30, 2009
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission file number 1-12619
 RALCORP HOLDINGS, INC.
  Missouri
    
    43-1766315(State of incorporation)
    
    (I.R.S. Employer Identification No.)800 Market Street, St. Louis, Missouri
    
    63101(Address of principal executive offices)
    
    (Zip Code)
 (314) 877-7000
  Title of each class
    
    Name of each exchange on which registeredCommon Stock, $.01 par value
    
    New York Stock Exchange, Inc.
   þ o
  o þ
  þ o
  o o
 o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




---



##### 



TABLE OF CONTENTS
 Cautionary Statement on Forward-Looking Statements
    
    
    2PART IItem 1.
    
    Business
    
    
    3Item 1A.
    
    Risk Factors
    
    
    9Item 1B.
    
    Unresolved Staff Comments
    
    
    13Item 2.
    
    Properties
    
    
    14Item 3.
    
    Legal Proceedings
    
    
    15Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    15PART IIItem 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
    
    
    15Item 6.
    
    Selected Financial Data
    
    
    17Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    18Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    28Item 8.
    
    Financial Statements and Supplementary Data
    
    
    29Item 9.
    
    Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
    
    
    60Item 9A.
    
    Controls and Procedures
    
    
    60Item 9B.
    
    Other Information
    
    
    60PART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    60Item 11.
    
    Executive Compensation
    
    
    60Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
    
    
    61Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    61Item 14.
    
    Principal Accountant Fees and Services
    
    
    61PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    
    61Signatures
    
    
    62Exhibit Index
    
    
    63EX-10.8EX-21EX-23EX-31.1EX-31.2EX-31.3EX-32




---



##### Table of Contents



CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS
  
    
    Our ability to effectively manage the growth from acquisitions or continue to make
acquisitions at the rate at which we have been acquiring in the past.
    
    Significant increases in the costs of certain commodities, packaging or energy used to
manufacture our products.
    
    Allegations that our products cause injury or illness, product recalls and product
liability claims and other litigation.
    
    Our ability to continue to compete in our business segments and our ability to retain our
market position.
    
    Our ability to maintain a meaningful price gap between our products and those of our
competitors, successfully introduce new products or successfully manage costs across all parts
of the Company.
    
    Our ability to successfully implement business strategies to reduce costs.
    
    The loss of a significant customer.
    
    Our ability to service our outstanding debt or obtain additional financing.
    
    Disruptions in the U.S. and global capital and credit markets.
    
    Fluctuations in the Canadian Dollar exchange rate.
    
    The termination or expiration of current co-manufacturing agreements.
    
    Consolidations among the retail grocery and foodservice industries.
    
    Change in estimates in critical accounting judgments and changes to or new laws and
regulations affecting our business.
    
    Labor strikes or work stoppages by our employees.
    
    Impairment in the carrying value of goodwill or other intangibles.
    
    Changes in weather conditions, natural disasters and other events beyond our control.
  2




---



##### Table of Contents



PART I
 
 ITEM 1.
    
    BUSINESS
 INTRODUCTION
  ®
  ® ®
  
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
under Item 7; and
    
    Acquisitions and Goodwill, Supplemental Earnings Statement and Cash Flow Information,
and Segment Information in the Notes to the Consolidated Financial Statements filed as part of
this document under Item 8.
  RECENT BUSINESS DEVELOPMENTS
 
    
    On March 20, 2009, Ralcorp acquired Harvest Manor Farms, Inc., a leading manufacturer of
high quality private label and Hoodys® branded snack nuts with manufacturing
facilities in El Paso, TX.
    
    On August 14, 2009, Ralcorp completed its offering of $300 million aggregate principal
amount of its 6.625% Senior Notes due 2039 in a private placement.
    
    On November 9, 2009, Mr. Stephen Van Tassel resigned as President of Post Foods.
    
    On November 10, 2009, Ralcorps Board of Directors authorized the repurchase of up to 7
million shares of the Companys common stock.
 3




---



##### Table of Contents



OTHER INFORMATION PERTAINING TO THE BUSINESS OF THE COMPANY
 Businesses
   ®
   Cereals
  Post Foods
 ® ® ® ® ® ® ®
  Ralston Foods
 ® ®
 4




---



##### Table of Contents



Frozen Bakery Products
  ® ® ® ®
   Snacks
  Cracker and Cookie Business
 ® ® ®
  5




---



##### Table of Contents



Snack Nuts, Candy and Chips Business
 ® ® ® ® ®
 Sauces & Spreads
 ® ®
  Ownership of Vail Resorts, Inc.
  Trademarks
 ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ®
 Competition
  6




---



##### Table of Contents



Customers
  Seasonality
  Employees
  Raw Materials, Freight, and Energy
  7




---



##### Table of Contents



Governmental Regulation and Environmental Matters
   
    
    The Environmental Protection Agency and related environmental governmental agencies have
notified us that we may be liable for improper air emissions at two of our California plants
and our Lancaster, OH plant. We anticipate we will be indemnified for a significant portion of
any remediation and penalties by the previous owners of the California facilities. We are
currently in discussions with the EPA to determine appropriate corrective actions at our
Lancaster, OH facility. We believe that we have adequate reserves to cover any remaining
unindemnified liability that may result from these investigations.
    
    Governmental authorities have notified us that our Ogden, UT facility may have wastewater
discharges beyond allowable limits. We are currently in discussions with governmental
authorities to determine appropriate corrective actions. We believe that we have adequate
reserves to cover the cost of any potential corrective actions and related penalties.
  Contract Manufacturing
    EXECUTIVE OFFICERS
 Kevin J. Hunt
    
    
    58
    
    
    Co-Chief Executive Officer and President of the Company since September 2003; Chief Executive
Officer of Bremner Food Group, Inc. since 1995, Nutcracker Brands, Inc. since November 2003,
Ralcorp Frozen Bakery Products, Inc. since June 2005 and The Carriage House Companies, Inc. since March
2008.
 8




---



##### Table of Contents



David P. Skarie
    
    
    63
    
    
    Co-Chief Executive Officer and President of the Company since September 2003; Chief Executive
Officer of Ralston Foods since September 2003; and Chief Executive Officer of Post Foods since
August 2008 and interim President of Post Foods since November 2009.Gregory A. Billhartz
    
    
    37
    
    
    Corporate Vice President, General Counsel and Secretary since October 2009. Prior to joining
Ralcorp, Mr. Billhartz was Assistant General Counsel and Assistant Secretary at Arch Coal, Inc.Thomas G. Granneman
    
    
    60
    
    
    Corporate Vice President and Controller since January 1999.Charles G. Huber, Jr.
    
    
    45
    
    
    Corporate Vice President, and President Ralcorp Frozen Bakery Products, Inc. He served as
General Counsel and Secretary of the Company from October 2003 to October 2009.Richard R. Koulouris
    
    
    53
    
    
    Corporate Vice President, and President, The Carriage House Companies, Inc. since December 1,
2006, Bremner Food Group, Inc. and Nutcracker Brands, Inc. since March 2008. He served as
Corporate Vice President, and President of Bremner Food Group, Inc. and Nutcracker Brands, Inc.
from November 2003 to November 2006.Scott Monette
    
    
    48
    
    
    Corporate Vice President and Treasurer since September 2001.Ronald D. Wilkinson
    
    
    59
    
    
    Corporate Vice President, and has been President Ralston Foods since March 2008. He served as
President of Bremner Food Group, Inc. and Nutcracker Brands, Inc. from December 2006 to March
2008. He also served as Director of Product Supply of Ralston Foods from October 1996 to
November 2006 and of The Carriage House Companies, Inc. from January 2003 to November 2006. He
has held the Corporate Vice President position since October 1996.
  
 ITEM 1A. RISK FACTORS
  We may not be able to effectively manage the growth from acquisitions or continue to make
acquisitions at the rate at which we have been acquiring in the past.
   9




---



##### Table of Contents



Commodity price volatility and higher energy costs could negatively impact profits.
   Product liability or recalls could result in significant and unexpected costs.
  The Company competes in mature categories with strong competition.
   Our inability to successfully manage the price gap between our private-label products and those of
our branded competitors may adversely affect our results of operation.
   10




---



##### Table of Contents



Significant private label competitive activity can lead to price declines.
  Unsuccessful implementation of business strategies to reduce costs may adversely affect our results
of operations.
   Loss of a significant customer may adversely affect our results of operations.
  We may be unable to anticipate changes in consumer preferences and trends, which could result in
decreased demand for our products.
  We have a substantial amount of indebtedness which could limit financing and other options.
  
    
    ability to obtain additional financing for working capital, capital expenditures, to fund
growth or general corporate purposes, particularly if the ratings assigned to our debt
securities by rating organizations were revised downward; and
    
    flexibility to adjust to changing business and market conditions and may make us more
vulnerable to a downward turn in general economic conditions.
 11




---



##### Table of Contents



Global capital and credit market issues could negatively affect our liquidity, increase our costs
of borrowing, and disrupt the operations of our suppliers and customers.
  Changing currency exchange rates may adversely affect earnings and financial position.
  The termination or expiration of current co-manufacturing arrangements could reduce our sales
volume and adversely affect our results of operations.
  Consolidation among the retail grocery and foodservice industries may hurt profit margins.
  New laws or regulations or changes in existing laws or regulations could adversely affect our
business.
  12




---



##### Table of Contents



Labor strikes or work stoppages by our employees could harm our business.
  The bankruptcy or insolvency of a significant customer could negatively impact profits.
  We may experience losses or be subject to increased funding and expenses to our qualified pension
plan, which could negatively impact profits.
  Impairment in the carrying value of goodwill or other intangibles could negatively impact our net
worth.
  Changes in weather conditions, natural disasters and other events beyond our control can adversely
affect our results of operations.
  
 ITEM 1B. UNRESOLVED STAFF COMMENTS
  13




---



##### Table of Contents



ITEM 2. PROPERTIES
  ProductionSize
    
    Owned/
    
    (Processing)Plant Locations
    
    (Sq. Ft.)
    
    Leased
    
    Lines
    
    ProductsCerealsAzusa, CA
    
    
    211,000
    
    
    Leased
    
    
    13
    
    
    Cereal bars, cookies and cerealsBattle Creek, MI (Ralston Foods)
    
    
    477,000
    
    
    Owned
    
    
    3
    
    
    Ready-to-eat cerealBattle Creek, MI (Post Foods)
    
    
    1,920,000
    
    
    Owned
    
    
    7
    
    
    Ready-to-eat cerealCedar Rapids, IA
    
    
    175,000
    
    
    Owned
    
    
    5
    
    
    Hot cerealLancaster, OH
    
    
    479,000
    
    
    Owned
    
    
    7
    
    
    Ready-to-eat cerealLos Alamitos, CA
    
    
    96,000
    
    
    Leased
    
    
    5
    
    
    Cereal barsSparks, NV
    
    
    243,000
    
    
    Owned
    
    
    3
    
    
    Ready-to-eat cerealModesto, CA
    
    
    282,000
    
    
    Owned
    
    
    3
    
    
    Ready-to-eat cerealNiagra Falls, ON, Canada
    
    
    250,000
    
    
    Owned
    
    
    3
    
    
    Ready-to-eat cerealJonesboro, AR
    
    
    320,000
    
    
    Owned
    
    
    2
    
    
    Ready-to-eat cerealFrozen Bakery ProductsChicago, IL
    
    
    72,000
    
    
    Owned
    
    
    1
    
    
    Muffins, pound cakes and petit foursFridley, MN
    
    
    147,000
    
    
    Owned
    
    
    5
    
    
    Bread, rolls and frozen cookie doughGrand Rapids, MI
    
    
    75,000
    
    
    Leased
    
    
    4
    
    
    Breads and rollsKent, WA
    
    
    82,000
    
    
    Owned
    
    
    8
    
    
    Pancakes, waffles, French toast and
custom griddle itemsLodi, CA
    
    
    345,000
    
    
    Owned
    
    
    13
    
    
    Breads, frozen dough, cakes and cookiesLouisville, KY
    
    
    205,000
    
    
    Owned
    
    
    5
    
    
    Biscuits, pancakes and custom sweet good
itemsLouisville, KY
    
    
    130,000
    
    
    Leased
    
    
    3
    
    
    Dry mixes and pancakesOgden, UT
    
    
    325,000
    
    
    Leased
    
    
    9
    
    
    CookiesBrantford, ON, Canada
    
    
    140,000
    
    
    Owned
    
    
    4
    
    
    Pancakes, waffles and French toastDelta, BC, Canada
    
    
    65,000
    
    
    Leased
    
    
    4
    
    
    Pancakes and wafflesSnacksNewport, AR
    
    
    252,000
    
    
    Owned
    
    
    9
    
    
    Corn-based snacksPrinceton, KY
    
    
    700,000
    
    
    Owned
    
    
    6
    
    
    Crackers, cookies and ready-to-eat cerealDothan, AL
    
    
    135,000
    
    
    Leased
    
    
    8
    
    
    Snack nutsWomelsdorf, PA
    
    
    100,000
    
    
    Owned
    
    
    5
    
    
    Chocolate candyPoteau, OK
    
    
    250,000
    
    
    Owned
    
    
    5
    
    
    Crackers and cookiesMinneapolis, MN
    
    
    40,000
    
    
    Owned
    
    
    3*
    
    
    CrackersTonawanda, NY
    
    
    95,000
    
    
    Owned
    
    
    3*
    
    
    CookiesRipon, WI (two plants)
    
    
    350,000
    
    
    Owned
    
    
    11
    
    
    CookiesSouth Beloit, IL
    
    
    83,500
    
    
    Owned
    
    
    3
    
    
    CookiesEl Paso, TX
    
    
    65,000
    
    
    Owned
    
    
    6
    
    
    Snack nutsEl Paso, TX
    
    
    105,000
    
    
    Leased
    
    
    2
    
    
    In-shell peanutsSauces & SpreadsBuckner, KY
    
    
    269,250
    
    
    Owned
    
    
    6
    
    
    Syrups, jellies, salsas and saucesDunkirk, NY
    
    
    306,000
    
    
    Owned
    
    
    7
    
    
    Dressings, syrups, sauces and drink mixesFredonia, NY
    
    
    367,000
    
    
    Owned
    
    
    9
    
    
    Dressings, syrups, jellies, sauces,
salsas, peanut butter and drink mixesStreator, IL
    
    
    165,000
    
    
    Owned
    
    
    1
    
    
    Peanut butter
 
 * One line at both Minneapolis and
Tonawanda is idle. 14




---



##### Table of Contents



ITEM 3. LEGAL PROCEEDINGS
    
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
 Common Stock Market Prices and Dividends
  Year Ended September 30,2009
    
    
    2008High
    
    
    Low
    
    
    High
    
    
    LowFirst Quarter
    
    $
    71.45
    
    
    $
    50.81
    
    
    $
    64.80
    
    
    $
    53.13Second Quarter
    
    
    64.90
    
    
    
    52.25
    
    
    
    61.72
    
    
    
    51.26Third Quarter
    
    
    63.50
    
    
    
    52.01
    
    
    
    63.15
    
    
    
    48.91Fourth Quarter
    
    
    64.87
    
    
    
    57.54
    
    
    
    74.07
    
    
    
    48.08
 15




---



##### Table of Contents



Issuer Purchases of Equity Securities
 (c)
    
    
    (d)(a)
    
    
    (b)
    
    
    Total Number of Shares
    
    
    Maximum NumberTotal Number
    
    
    Average
    
    
    Purchased as Part of
    
    
    of Shares that May Yetof Shares
    
    
    Price Paid
    
    
    Publicly Announced
    
    
    Be Purchased UnderPeriod
    
    Purchased
    
    
    per Share
    
    
    Plans or Programs
    
    
    the Plans or Programs*July 1 - July 31, 2009
    
    
    0
    
    
    $
    0
    
    
    
    0
    
    
    See totalAugust 1 - August 31, 2009
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    See totalSeptember 1 - September
30, 2009
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    See totalTotal
    
    
    0
    
    
    $
    0
    
    
    
    0
    
    
    
    517,500
 
 *
    
    On November 10, 2009, the Board of Directors terminated the Companys existing
share repurchase authorization and approved a new authorization to repurchase up to
7,000,000 shares of common stock at prevailing market prices. The new authorization
has no expiration date. From time to time, the Company may repurchase its common
stock through plans established under Rule 10b5-1. Typically, these plans direct a
broker to purchase a variable amount of shares each day (usually between 0 and
50,000) depending on the previous days closing share price. Performance Graph
  
 Performance Graph Data
 Ralcorp
    
    Russell 2000
    
    Russell 2000 Consumer($)
    
    Index ($)
    
    Staples Index ($)9/30/2004
    
    
    100.00
    
    
    
    100.00
    
    
    
    100.009/30/2005
    
    
    118.89
    
    
    
    118.07
    
    
    
    122.349/30/2006
    
    
    136.79
    
    
    
    129.86
    
    
    
    136.629/30/2007
    
    
    158.31
    
    
    
    145.91
    
    
    
    172.819/30/2008
    
    
    191.19
    
    
    
    124.78
    
    
    
    161.289/30/2009
    
    
    165.83
    
    
    
    112.83
    
    
    
    157.93
 16




---



##### Table of Contents



ITEM 6. SELECTED FINANCIAL DATA
 FIVE YEAR FINANCIAL SUMMARY
(In millions except per share data)
 Year Ended September 30,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Statement of Earnings DataNet sales (a)
    
    $
    3,891.9
    
    
    $
    2,824.4
    
    
    $
    2,233.4
    
    
    $
    1,850.2
    
    
    $
    1,675.1Cost of products sold
    
    
    (2,834.1
    )
    
    
    (2,318.1
    )
    
    
    (1,819.2
    )
    
    
    (1,497.2
    )
    
    
    (1,339.1
    )Gross profit
    
    
    1,057.8
    
    
    
    506.3
    
    
    
    414.2
    
    
    
    353.0
    
    
    
    336.0Selling, general and administrative expenses
    
    
    (609.0
    )
    
    
    (328.4
    )
    
    
    (252.8
    )
    
    
    (226.4
    )
    
    
    (215.1
    )Interest expense, net
    
    
    (99.0
    )
    
    
    (54.6
    )
    
    
    (42.3
    )
    
    
    (28.1
    )
    
    
    (16.5
    )Gain (loss) on forward sale contracts (b)
    
    
    17.6
    
    
    
    111.8
    
    
    
    (87.7
    )
    
    
    (9.8
    )
    
    
    Gain on sale of securities (c)
    
    
    70.6
    
    
    
    7.1
    
    
    
    
    
    
    
    2.6
    
    
    
    Restructuring charges (d)
    
    
    (.5
    )
    
    
    (1.7
    )
    
    
    (.9
    )
    
    
    (.1
    )
    
    
    (2.7
    )Litigation settlement income (e)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.8Earnings before income taxes and equity earnings
    
    
    437.5
    
    
    
    240.5
    
    
    
    30.5
    
    
    
    91.2
    
    
    
    103.5Income taxes
    
    
    (156.9
    )
    
    
    (86.7
    )
    
    
    (7.5
    )
    
    
    (29.9
    )
    
    
    (36.6
    )Equity in earnings of Vail Resorts, Inc.,
net of related deferred income taxes
    
    
    9.8
    
    
    
    14.0
    
    
    
    8.9
    
    
    
    7.0
    
    
    
    4.5Net earnings
    
    $
    290.4
    
    
    $
    167.8
    
    
    $
    31.9
    
    
    $
    68.3
    
    
    $
    71.4Earnings per share:Basic
    
    $
    5.16
    
    
    $
    5.51
    
    
    $
    1.20
    
    
    $
    2.46
    
    
    $
    2.41Diluted
    
    $
    5.09
    
    
    $
    5.38
    
    
    $
    1.17
    
    
    $
    2.41
    
    
    $
    2.34Weighted average shares outstanding:Basic
    
    
    56.2
    
    
    
    30.3
    
    
    
    26.4
    
    
    
    27.7
    
    
    
    29.6Diluted
    
    
    57.0
    
    
    
    31.1
    
    
    
    27.1
    
    
    
    28.2
    
    
    
    30.4Balance Sheet DataCash and cash equivalents
    
    $
    282.8
    
    
    $
    14.1
    
    
    $
    9.9
    
    
    $
    19.1
    
    
    $
    6.2Working capital (excl. cash and cash equivalents)
    
    
    192.4
    
    
    
    241.8
    
    
    
    165.3
    
    
    
    170.3
    
    
    
    92.4Total assets
    
    
    5,452.2
    
    
    
    5,343.9
    
    
    
    1,853.1
    
    
    
    1,507.5
    
    
    
    1,269.5Long-term debt
    
    
    1,611.4
    
    
    
    1,668.8
    
    
    
    763.6
    
    
    
    552.6
    
    
    
    422.0Other long-term liabilities
    
    
    656.2
    
    
    
    871.7
    
    
    
    382.6
    
    
    
    281.5
    
    
    
    157.8Shareholders equity
    
    
    2,705.6
    
    
    
    2,411.5
    
    
    
    483.4
    
    
    
    476.4
    
    
    
    518.3Other DataCash provided (used) by:Operating activities
    
    $
    326.7
    
    
    $
    132.8
    
    
    $
    217.6
    
    
    $
    55.2
    
    
    $
    161.0Investing activities
    
    
    (90.2
    )
    
    
    (71.0
    )
    
    
    (387.5
    )
    
    
    (164.6
    )
    
    
    (156.3
    )Financing activities
    
    
    29.9
    
    
    
    (56.8
    )
    
    
    160.0
    
    
    
    122.3
    
    
    
    (22.2
    )Depreciation and amortization
    
    
    144.7
    
    
    
    99.5
    
    
    
    82.4
    
    
    
    66.8
    
    
    
    55.8
 
 (a)
    
    In 2009, Ralcorp acquired Harvest Manor Farms, Inc. In 2008, Ralcorp acquired Post Foods. In
2007, Ralcorp acquired Cottage Bakery Inc., Bloomfield Bakers, and Pastries Plus of Utah, Inc. In
2006, Ralcorp acquired Western Waffles Ltd. and Parco Foods L.L.C. In 2005, Ralcorp acquired
Medallion Foods, Inc. For more information about the 2009, 2008, and 2007 acquisitions, see Note 2
to the financial statements in Item 8.(b)
    
    For information about the gain/loss on forward sale contracts, see Note 6 to the financial
statements in Item 8.(c)
    
    During fiscal 2009, Ralcorp sold 7,085,706 of its shares of Vail Resorts for a total of
$211.9. The shares had a carrying value of $141.3, resulting in a $70.6 gain. During August and
September 2008, Ralcorp sold 368,700 of Vail shares for a total of $13.7. The shares had a
carrying value of $6.6, resulting in a $7.1 gain. In March 2006, Ralcorp sold 100,000 of its Vail
shares for a total of $3.8. The shares had a carrying value of $1.2, resulting in a $2.6 gain.(d)
    
    For information about the 2009, 2008, and 2007 restructuring charges, see Note 3 to the
financial statements in Item 8. In 2005, charges were due to the closing of the City of Industry
and Kansas City, KS plants, and the relocation of in-store bakery products.(e)
    
    Ralcorp received payments in settlement of legal claims, primarily related to antitrust
litigation, which are shown net of related expenses. 17




---



##### Table of Contents



ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  RECENTLY ISSUED ACCOUNTING STANDARDS
 (
 RESULTS OF OPERATIONS
 Consolidated
  2009
    
    
    2008
    
    
    2007Net earnings
    
    
    290.4
    
    
    
    167.8
    
    
    
    31.9Net sales
    
    
    3,891.9
    
    
    
    2,824.4
    
    
    
    2,233.4Cost of products sold as a percentage of net sales
    
    
    72.8
    %
    
    
    82.1
    %
    
    
    81.5
    %SG&A as a percentage of net sales
    
    
    15.6
    %
    
    
    11.6
    %
    
    
    11.3
    %Interest expense
    
    
    99.0
    
    
    
    54.6
    
    
    
    42.3Gain (loss) on forward sale contracts
    
    
    17.6
    
    
    
    111.8
    
    
    
    (87.7
    )Gain on sale of securities
    
    
    70.6
    
    
    
    7.1
    
    
    
    Post Foods transition and integration costs
    
    
    31.6
    
    
    
    7.9
    
    
    
    Post Foods inventory valuation adjustment
    
    
    
    
    
    
    23.4
    
    
    
    Restructuring charges
    
    
    .5
    
    
    
    1.7
    
    
    
    .9Effective income tax rate
    
    
    35.9
    %
    
    
    36.0
    %
    
    
    24.6
    %Equity in earnings of Vail Resorts, Inc.
    
    
    15.4
    
    
    
    21.7
    
    
    
    13.6
 Net Earnings
 18




---



##### Table of Contents



Net Sales
 Business Acquired
    
    Reporting Segment
    
    Acquisition Date
    
    2009
    
    
    2008
    
    
    2007Harvest Manor
    
    Snacks
    
    March 20, 2009
    
    $
    91
    
    
    $
    
    
    
    $
    Post Foods
    
    Cereals
    
    August 4, 2008
    
    
    1,071
    
    
    
    181
    
    
    
    Bloomfield Bakers
    
    Cereals
    
    March 17, 2007
    
    
    259
    
    
    
    270
    
    
    
    130Cottage Bakery
    
    Frozen Bakery Products
    
    November 10, 2006
    
    
    130
    
    
    
    133
    
    
    
    108
  Operating Expenses
 Unfavorable/(Favorable)2009 vs 2008
    
    
    2008 vs 2007Raw
    
    
    Outbound
    
    
    Raw
    
    
    OutboundMaterials
    
    
    Freight
    
    
    Materials
    
    
    FreightCereals
    
    $
    20.2
    
    
    $
    (0.4
    )
    
    $
    21.9
    
    
    $
    1.8Frozen Bakery Products
    
    
    9.1
    
    
    
    (3.3
    )
    
    
    40.0
    
    
    
    4.7Snacks
    
    
    15.9
    
    
    
    (2.1
    )
    
    
    48.9
    
    
    
    1.7Sauces & Spreads
    
    
    24.2
    
    
    
    (3.5
    )
    
    
    43.1
    
    
    
    1.7$
    69.4
    
    
    $
    (9.3
    )
    
    $
    153.9
    
    
    $
    9.9
    19




---



##### Table of Contents



Interest Expense, Net
 Gain/Loss on Forward Sale Contracts
 Gain on Sale of Securities
 Post Foods Transition and Integration Costs
 Restructuring Charges
   Income Taxes
 Equity in Earnings of Vail Resorts, Inc .
 20




---



##### Table of Contents



Cereals
  Sales Volume Changefrom Prior Year2009
    
    2008Ready-to-eat (RTE) cereal
    
    
    12
    %
    
    
    9
    %Hot cereal
    
    
    -1
    %
    
    
    3
    %Nutritional bars
    
    
    -3
    %
    
    
    n/aCo-manufacturing
    
    
    -14
    %
    
    
    67
    %Other minor categories
    
    
    -2
    %
    
    
    -4
    %Total
    
    
    4
    %
    
    
    11
    %
   Frozen Bakery Products
  Sales Volume Changefrom Prior Year2009
    
    2008Foodservice
    
    
    -16
    %
    
    
    2
    %In-store bakery (ISB)
    
    
    -8
    %
    
    
    2
    %Retail
    
    
    -5
    %
    
    
    10
    %Total
    
    
    -11
    %
    
    
    3
    %
 21




---



##### Table of Contents



Snacks
  Sales Volume Changefrom Prior Year2009
    
    2008Crackers
    
    
    -4
    %
    
    
    -5
    %Cookies
    
    
    -6
    %
    
    
    1
    %Nuts
    
    
    -10
    %
    
    
    1
    %Chips
    
    
    -4
    %
    
    
    5
    %Co-manufacturing
    
    
    -28
    %
    
    
    -34
    %Candy and other minor categories
    
    
    -13
    %
    
    
    -1
    %Total
    
    
    -7
    %
    
    
    -2
    %
  Sauces & Spreads
  Sales Volume Changefrom Prior Year2009
    
    2008Peanut butter
    
    
    -2
    %
    
    
    2
    %Preserves & jellies
    
    
    1
    %
    
    
    6
    %Table syrup
    
    
    0
    %
    
    
    7
    %Spoonable & pourable salad dressings
    
    
    -14
    %
    
    
    -1
    %Mexican sauces
    
    
    2
    %
    
    
    -6
    %Barbeque sauce
    
    
    -1
    %
    
    
    9
    %Co-manufacturing
    
    
    -4
    %
    
    
    29
    %Other minor categories
    
    
    6
    %
    
    
    0
    %Total
    
    
    -1
    %
    
    
    4
    %
 22




---



##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
   Operating Activities
  Investing Activities
    Financing Activities
  23




---



##### Table of Contents



Off-Balance Sheet Financing
   24




---



##### Table of Contents



Contractual Obligations
  Less Than
    
    
    1-3
    
    
    3-5
    
    
    More ThanTotal
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    5 YearsLong-term debt obligations (a)
    
    $
    2,883.9
    
    
    $
    142.2
    
    
    $
    250.7
    
    
    $
    336.6
    
    
    $
    2,154.4Operating lease obligations (b)
    
    
    60.2
    
    
    
    12.7
    
    
    
    22.3
    
    
    
    13.0
    
    
    
    12.2Purchase obligations (c)
    
    
    489.0
    
    
    
    380.9
    
    
    
    78.6
    
    
    
    29.5
    
    
    
    Deferred compensation obligations (d)
    
    
    32.0
    
    
    
    2.3
    
    
    
    8.8
    
    
    
    10.9
    
    
    
    10.0Benefit obligations (e)
    
    
    310.2
    
    
    
    12.5
    
    
    
    25.7
    
    
    
    31.4
    
    
    
    240.6Total
    
    $
    3,775.3
    
    
    $
    550.6
    
    
    $
    386.1
    
    
    $
    421.4
    
    
    $
    2,417.2
 
 (a)
    
    Long-term debt obligations include principal payments, interest payments, and
interest rate swap settlements based on interest rates at September 30, 2009. See
Note 14 for details.(b)
    
    Operating lease obligations consist of minimum rental payments under
noncancelable operating leases, as shown in Note 15.(c)
    
    Purchase obligations are legally binding agreements to purchase goods or services
that specify all significant terms, including: fixed or minimum quantities to be
purchased; fixed, minimum or variable price provisions; and the approximate timing of
the transaction.(d)
    
    Deferred compensation obligations have been allocated to time periods based on
existing payment plans for terminated employees and the estimated timing of
distributions to current employees based on age.(e)
    
    Benefit obligations consist of future payments related to pension and other
postretirement benefits as estimated by an actuarial valuation. INFLATION
  CURRENCY
  OUTLOOK
   25




---



##### Table of Contents



CRITICAL ACCOUNTING POLICIES AND ESTIMATES
        26




---



##### Table of Contents



27




---



##### Table of Contents



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Commodity Price Risk
  Interest Rate Risk
      Foreign Currency Risk
  28




---



##### Table of Contents



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 REPORT OF MANAGEMENT RESPONSIBILITIES
     MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
 Internal Control  Integrated Framework
 /s/ Kevin J. Hunt
    
    /s/ David P. Skarie
    
    /s/ Thomas G. GrannemanKevin J. Hunt
Co-Chief Executive Officer
    
    David P. Skarie
Co-Chief Executive Officer
    
    Thomas G. Granneman
Controller and Chief Accounting Officer
  29




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      /s/ PricewaterhouseCoopers llpSt. Louis, MONovember 30, 2009 30




---



##### Table of Contents



RALCORP HOLDINGS, INC.
 CONSOLIDATED STATEMENTS OF EARNINGS
 (Dollars in millions except per share data, shares in thousands)
 Year Ended September 30,2009
    
    
    2008
    
    
    2007Net Sales
    
    $
    3,891.9
    
    
    $
    2,824.4
    
    
    $
    2,233.4Cost of products sold
    
    
    (2,834.1
    )
    
    
    (2,318.1
    )
    
    
    (1,819.2
    )Gross Profit
    
    
    1,057.8
    
    
    
    506.3
    
    
    
    414.2Selling, general and administrative expenses
    
    
    (609.0
    )
    
    
    (328.4
    )
    
    
    (252.8
    )Interest expense, net
    
    
    (99.0
    )
    
    
    (54.6
    )
    
    
    (42.3
    )Gain (loss) on forward sale contracts
    
    
    17.6
    
    
    
    111.8
    
    
    
    (87.7
    )Gain on sale of securities
    
    
    70.6
    
    
    
    7.1
    
    
    
    Restructuring charges
    
    
    (.5
    )
    
    
    (1.7
    )
    
    
    (.9
    )Earnings before Income Taxes and Equity Earnings
    
    
    437.5
    
    
    
    240.5
    
    
    
    30.5Income taxes
    
    
    (156.9
    )
    
    
    (86.7
    )
    
    
    (7.5
    )Earnings before Equity Earnings
    
    
    280.6
    
    
    
    153.8
    
    
    
    23.0Equity in earnings of Vail Resorts, Inc.,
net of related deferred income taxes
    
    
    9.8
    
    
    
    14.0
    
    
    
    8.9Net Earnings
    
    $
    290.4
    
    
    $
    167.8
    
    
    $
    31.9Basic Earnings per Share
    
    $
    5.16
    
    
    $
    5.51
    
    
    $
    1.20Diluted Earnings per Share
    
    $
    5.09
    
    
    $
    5.38
    
    
    $
    1.17Weighted Average Shares
for Basic Earnings per Share
    
    
    56,166
    
    
    
    30,321
    
    
    
    26,382Dilutive effect of:Stock options
    
    
    437
    
    
    
    560
    
    
    
    562Restricted stock awards
    
    
    207
    
    
    
    98
    
    
    
    39Stock appreciation rights
    
    
    151
    
    
    
    89
    
    
    
    67Weighted Average Shares
for Diluted Earnings per Share
    
    
    56,961
    
    
    
    31,068
    
    
    
    27,050
  31




---



##### Table of Contents



RALCORP HOLDINGS, INC.
 CONSOLIDATED BALANCE SHEETS
 (In millions except share and per share data)
 September 30,2009
    
    
    2008AssetsCurrent AssetsCash and cash equivalents
    
    $
    282.8
    
    
    $
    14.1Marketable securities
    
    
    12.0
    
    
    
    9.2Investment in Ralcorp Receivables Corporation
    
    
    134.4
    
    
    
    56.5Receivables, net
    
    
    135.9
    
    
    
    160.1Due from Kraft Foods Inc.
    
    
    
    
    
    
    49.0Inventories
    
    
    365.9
    
    
    
    337.0Deferred income taxes
    
    
    10.6
    
    
    
    16.5Prepaid expenses and other current assets
    
    
    12.6
    
    
    
    5.4Total Current Assets
    
    
    954.2
    
    
    
    647.8Investment in Vail Resorts, Inc.
    
    
    
    
    
    
    126.0Property, Net
    
    
    913.1
    
    
    
    903.1Goodwill
    
    
    2,386.6
    
    
    
    2,454.3Other Intangible Assets, Net
    
    
    1,172.2
    
    
    
    1,189.5Other Assets
    
    
    26.1
    
    
    
    23.2Total Assets
    
    $
    5,452.2
    
    
    $
    5,343.9Liabilities and Shareholders EquityCurrent LiabilitiesAccounts and notes payable
    
    $
    240.4
    
    
    $
    204.7Due to Kraft Foods Inc.
    
    
    13.6
    
    
    
    Other current liabilities
    
    
    225.0
    
    
    
    187.2Total Current Liabilities
    
    
    479.0
    
    
    
    391.9Long-term Debt
    
    
    1,611.4
    
    
    
    1,668.8Deferred Income Taxes
    
    
    464.6
    
    
    
    601.6Other Liabilities
    
    
    191.6
    
    
    
    270.1Total Liabilities
    
    
    2,746.6
    
    
    
    2,932.4Commitments and ContingenciesShareholders EquityCommon stock, par value $.01 per shareAuthorized: 300,000,000 sharesIssued: 63,476,635 shares
    
    
    .6
    
    
    
    .6Additional paid-in capital
    
    
    1,931.4
    
    
    
    1,919.6Common stock in treasury, at cost (6,840,231
and 7,195,555 shares, respectively)
    
    
    (244.8
    )
    
    
    (257.3
    )Retained earnings
    
    
    1,059.3
    
    
    
    768.9Accumulated other comprehensive loss
    
    
    (40.9
    )
    
    
    (20.3
    )Total Shareholders Equity
    
    
    2,705.6
    
    
    
    2,411.5Total Liabilities and Shareholders
Equity
    
    $
    5,452.2
    
    
    $
    5,343.9
  32




---



##### Table of Contents



RALCORP HOLDINGS, INC.
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In millions)
 Year Ended September 30,2009
    
    
    2008
    
    
    2007Cash Flows from Operating ActivitiesNet earnings
    
    $
    290.4
    
    
    $
    167.8
    
    
    $
    31.9Adjustments to reconcile net earnings to net
cash flow provided by operating activities:Depreciation and amortization
    
    
    144.7
    
    
    
    99.5
    
    
    
    82.4Sale of receivables, net
    
    
    (50.0
    )
    
    
    4.2
    
    
    
    45.8Equity in earnings of Vail Resorts, Inc.
    
    
    (15.4
    )
    
    
    (21.7
    )
    
    
    (13.7
    )(Gain) loss on forward sale contracts
    
    
    (17.6
    )
    
    
    (111.8
    )
    
    
    87.7Deferred income taxes
    
    
    (40.3
    )
    
    
    13.1
    
    
    
    (33.0
    )Stock-based compensation expense
    
    
    13.4
    
    
    
    11.5
    
    
    
    8.2Gain on sale of securities
    
    
    (70.6
    )
    
    
    (7.1
    )
    
    
    Other changes in current assets and liabilities, net
of effects of business acquisitions:Decrease (increase) in receivables
    
    
    9.2
    
    
    
    (86.4
    )
    
    
    15.5Change in due to/from Kraft Foods Inc.
    
    
    62.6
    
    
    
    (49.0
    )
    
    
    Increase in inventories
    
    
    (9.8
    )
    
    
    (6.6
    )
    
    
    (14.7
    )(Increase) decrease in prepaid expenses and other current assets
    
    
    (2.2
    )
    
    
    (1.1
    )
    
    
    5.7(Decrease) increase in accounts payable and other current liabilities
    
    
    (19.6
    )
    
    
    121.2
    
    
    
    (4.7
    )Other, net
    
    
    31.9
    
    
    
    (.8
    )
    
    
    6.5Net Cash Provided by Operating Activities
    
    
    326.7
    
    
    
    132.8
    
    
    
    217.6Cash Flows from Investing ActivitiesBusiness acquisitions, net of cash acquired
    
    
    (55.0
    )
    
    
    (20.3
    )
    
    
    (331.9
    )Additions to property and intangible assets
    
    
    (115.0
    )
    
    
    (62.5
    )
    
    
    (51.7
    )Proceeds from sale of property
    
    
    .1
    
    
    
    .2
    
    
    
    .2Purchases of securities
    
    
    (16.2
    )
    
    
    (38.8
    )
    
    
    (8.9
    )Proceeds from sale or maturity of securities
    
    
    95.9
    
    
    
    50.4
    
    
    
    4.8Net Cash Used by Investing Activities
    
    
    (90.2
    )
    
    
    (71.0
    )
    
    
    (387.5
    )Cash Flows from Financing ActivitiesProceeds from issuance of long-term debt
    
    
    400.0
    
    
    
    
    
    
    
    200.0Repayment of long-term debt
    
    
    (389.7
    )
    
    
    (39.7
    )
    
    
    (29.0
    )Net (repayments) borrowings under credit arrangements
    
    
    (22.1
    )
    
    
    (20.0
    )
    
    
    40.0Advance proceeds from forward sale of securities
    
    
    
    
    
    
    
    
    
    
    29.5Purchase of treasury stock
    
    
    
    
    
    
    (5.6
    )
    
    
    (78.8
    )Proceeds and tax benefits from exercise of stock awards
    
    
    15.2
    
    
    
    3.9
    
    
    
    5.5Change in book cash overdrafts
    
    
    27.8
    
    
    
    4.5
    
    
    
    (7.2
    )Other, net
    
    
    (1.3
    )
    
    
    .1
    
    
    
    Net Cash Provided (Used) by Financing Activities
    
    
    29.9
    
    
    
    (56.8
    )
    
    
    160.0Effect of Exchange Rate Changes on Cash
    
    
    2.3
    
    
    
    (.8
    )
    
    
    .7Net Increase (Decrease) in Cash and Cash Equivalents
    
    
    268.7
    
    
    
    4.2
    
    
    
    (9.2
    )Cash and Cash Equivalents, Beginning of Year
    
    
    14.1
    
    
    
    9.9
    
    
    
    19.1Cash and Cash Equivalents, End of Year
    
    $
    282.8
    
    
    $
    14.1
    
    
    $
    9.9
  33




---



##### Table of Contents



RALCORP
HOLDINGS, INC.
 CONSOLIDATED
STATEMENTS OF SHAREHOLDERS EQUITY
 (Dollars in millions except per share data, shares in thousands)
 Accum. OtherAdditional
    
    
    Common
    
    
    
    
    
    
    ComprehensiveCommon
    
    
    Paid-In
    
    
    Stock in
    
    
    Retained
    
    
    IncomeStock
    
    
    Capital
    
    
    Treasury
    
    
    Earnings
    
    
    (Loss)
    
    
    TotalBalance, September 30, 2006
    
    $
    .3
    
    
    $
    118.3
    
    
    $
    (187.7
    )
    
    $
    569.2
    
    
    $
    (23.7
    )
    
    $
    476.4Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31.9
    
    
    
    
    
    
    
    31.9Minimum pension liability
adjustment, net of $16.7 tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28.9
    
    
    
    28.9Cash flow hedging adjustments,
net of $10.5 tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17.7
    
    
    
    17.7Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14.6
    
    
    
    14.6Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    93.1Adjustment to initially apply
FAS 158, net of $12.1 tax benefit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20.2
    )
    
    
    (20.2
    )Stock purchased (1,382 shares)
    
    
    
    
    
    
    
    
    
    
    (78.8
    )
    
    
    
    
    
    
    
    
    
    
    (78.8
    )Stock options & stock appreciation
rights exercised (154 shares)
    
    
    
    
    
    
    .2
    
    
    
    4.8
    
    
    
    
    
    
    
    
    
    
    
    5.0Restricted stock issued (142 shares)
    
    
    
    
    
    
    (4.4
    )
    
    
    4.4
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation expense
    
    
    
    
    
    
    8.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8.2Activity under deferred
compensation plans (15 shares)
    
    
    
    
    
    
    (.7
    )
    
    
    .4
    
    
    
    
    
    
    
    
    
    
    
    (.3
    )Balance, September 30, 2007
    
    $
    .3
    
    
    $
    121.6
    
    
    $
    (256.9
    )
    
    $
    601.1
    
    
    $
    17.3
    
    
    $
    483.4Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    167.8
    
    
    
    
    
    
    
    167.8Benefit plan adjustment,
net of $.9 tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.3
    
    
    
    1.3Cash flow hedging adjustments,
net of $18.4 tax benefit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (31.5
    )
    
    
    (31.5
    )Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7.4
    )
    
    
    (7.4
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    130.2Common stock issued (30,466 shares)
    
    
    .3
    
    
    
    1,788.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,788.4Stock purchased (100 shares)
    
    
    
    
    
    
    
    
    
    
    (5.6
    )
    
    
    
    
    
    
    
    
    
    
    (5.6
    )Stock options & stock appreciation
rights exercised (100 shares)
    
    
    
    
    
    
    .4
    
    
    
    3.5
    
    
    
    
    
    
    
    
    
    
    
    3.9Restricted stock issued (30 shares)
    
    
    
    
    
    
    (1.1
    )
    
    
    1.1
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation expense
    
    
    
    
    
    
    11.4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11.4Activity under deferred
compensation plans (16 shares)
    
    
    
    
    
    
    (.8
    )
    
    
    .6
    
    
    
    
    
    
    
    
    
    
    
    (.2
    )Balance, September 30, 2008
    
    $
    .6
    
    
    $
    1,919.6
    
    
    $
    (257.3
    )
    
    $
    768.9
    
    
    $
    (20.3
    )
    
    $
    2,411.5Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    290.4
    
    
    
    
    
    
    
    290.4Benefit plan adjustment,
net of $14.5 tax benefit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20.7
    )
    
    
    (20.7
    )Cash flow hedging adjustments,
net of $.3 tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3.2
    
    
    
    3.2Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3.1
    )
    
    
    (3.1
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    269.8Stock options & stock appreciation
rights exercised (402 shares)
    
    
    
    
    
    
    (2.2
    )
    
    
    14.4
    
    
    
    
    
    
    
    
    
    
    
    12.2Restricted stock issued, net (48 shares)
    
    
    
    
    
    
    .9
    
    
    
    (1.9
    )
    
    
    
    
    
    
    
    
    
    
    (1.0
    )Stock-based compensation expense
    
    
    
    
    
    
    12.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12.2Activity under deferred
compensation plans (2 shares)
    
    
    
    
    
    
    .9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    .9Balance, September 30, 2009
    
    $
    .6
    
    
    $
    1,931.4
    
    
    $
    (244.8
    )
    
    $
    1,059.3
    
    
    $
    (40.9
    )
    
    $
    2,705.6
  34




---



##### Table of Contents



RALCORP HOLDINGS, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Dollars in millions except per share data)
 NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Basis of Consolidation 
 Estimates 
 Cash Equivalents
 Receivables
 Inventories
 Derivative Financial Instruments and Hedging 
 35




---



##### Table of Contents



Property
 2009
    
    
    2008Land
    
    $
    26.9
    
    
    $
    26.9Buildings and leasehold improvements
    
    
    279.4
    
    
    
    266.5Machinery and equipment
    
    
    1,076.3
    
    
    
    996.0Construction in progress
    
    
    76.2
    
    
    
    60.91,458.8
    
    
    
    1,350.3Accumulated depreciation
    
    
    (545.7
    )
    
    
    (447.2
    )$
    913.1
    
    
    $
    903.1
 Other Intangible Assets
 September 30, 2009
    
    
    September 30, 2008Carrying
    
    
    Accum.
    
    
    Net
    
    
    Carrying
    
    
    Accum.
    
    
    NetAmount
    
    
    Amort.
    
    
    Amount
    
    
    Amount
    
    
    Amort.
    
    
    AmountComputer software
    
    $
    52.8
    
    
    $
    (30.1
    )
    
    $
    22.7
    
    
    $
    34.7
    
    
    $
    (24.2
    )
    
    $
    10.5Customer relationships
    
    
    421.2
    
    
    
    (82.0
    )
    
    
    339.2
    
    
    
    422.2
    
    
    
    (54.4
    )
    
    
    367.8Trademarks/brands
    
    
    816.0
    
    
    
    (12.7
    )
    
    
    803.3
    
    
    
    808.4
    
    
    
    (6.3
    )
    
    
    802.1Other
    
    
    13.1
    
    
    
    (6.1
    )
    
    
    7.0
    
    
    
    13.1
    
    
    
    (4.0
    )
    
    
    9.1$
    1,303.1
    
    
    $
    (130.9
    )
    
    $
    1,172.2
    
    
    $
    1,278.4
    
    
    $
    (88.9
    )
    
    $
    1,189.5
 Recoverability of Assets 
 Investments 
 Revenue
 Cost of Products Sold
 Advertising, Repair, and Maintenance Costs
 36




---



##### Table of Contents



Stock-based Compensation 
 Income Tax Expense
 Recently Issued Accounting Standards 
      37




---



##### Table of Contents



Reclassifications 
 38




---



##### Table of Contents



NOTE 2  ACQUISITIONS AND GOODWILL
  Harvest
    
    
    Post
    
    
    Pastries
    
    
    Bloomfield
    
    
    CottageManor
    
    
    Foods
    
    
    Plus
    
    
    Bakers
    
    
    BakeryCash
    
    $
    
    
    
    $
    73.3
    
    
    $
    
    
    
    $
    1.5
    
    
    $
    .1Receivables
    
    
    14.2
    
    
    
    2.6
    
    
    
    
    
    
    
    12.8
    
    
    
    8.5Inventories
    
    
    20.3
    
    
    
    103.9
    
    
    
    .1
    
    
    
    10.2
    
    
    
    5.5Other current assets
    
    
    .2
    
    
    
    
    
    
    
    
    
    
    
    .5
    
    
    
    .4Property
    
    
    8.1
    
    
    
    469.8
    
    
    
    .8
    
    
    
    25.6
    
    
    
    39.1Goodwill
    
    
    14.8
    
    
    
    1,794.8
    
    
    
    10.6
    
    
    
    47.3
    
    
    
    57.6Other intangible assets
    
    
    16.7
    
    
    
    946.8
    
    
    
    
    
    
    
    55.4
    
    
    
    83.5Other assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    .2
    
    
    
    15.2Total assets acquired
    
    
    74.3
    
    
    
    3,391.2
    
    
    
    11.5
    
    
    
    153.5
    
    
    
    209.9Accounts payable
    
    
    (10.4
    )
    
    
    
    
    
    
    
    
    
    
    (13.7
    )
    
    
    (11.0
    )Other current liabilities
    
    
    (4.6
    )
    
    
    (17.0
    )
    
    
    (.7
    )
    
    
    (1.4
    )
    
    
    (3.2
    )Long-term debt
    
    
    
    
    
    
    (964.5
    )
    
    
    
    
    
    
    
    
    
    
    Deferred income taxes
    
    
    
    
    
    
    (448.0
    )
    
    
    
    
    
    
    
    
    
    
    5.0Other liabilities
    
    
    (.1
    )
    
    
    (74.0
    )
    
    
    (.4
    )
    
    
    (.8
    )
    
    
    (15.2
    )Total liabilities assumed
    
    
    (15.1
    )
    
    
    (1,503.5
    )
    
    
    (1.1
    )
    
    
    (15.9
    )
    
    
    (24.4
    )Net assets acquired
    
    $
    59.2
    
    
    $
    1,887.7
    
    
    $
    10.4
    
    
    $
    137.6
    
    
    $
    185.5
 Fiscal 2009
 Hoodys
 Fiscal 2008
  39




---



##### Table of Contents



Fiscal 2007
    Pro Forma Information
  2009
    
    2008Net sales
    
    $
    3,977.8
    
    
    $
    3,918.6Net earnings
    
    
    290.9
    
    
    
    253.4Basic earnings per share
    
    
    5.17
    
    
    
    4.44Diluted earnings per share
    
    
    5.09
    
    
    
    4.45
 Goodwill
  FrozenBakery
    
    
    
    
    
    
    SaucesCereals
    
    
    Products
    
    
    Snacks
    
    
    & Spreads
    
    
    TotalBalance, September 30, 2007
    
    $
    40.1
    
    
    $
    351.0
    
    
    $
    139.4
    
    
    $
    38.8
    
    
    $
    569.3Goodwill acquired
    
    
    1,875.7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,875.7Purchase price allocation adjustment
    
    
    7.1
    
    
    
    4.9
    
    
    
    
    
    
    
    
    
    
    
    12.0Currency translation adjustment
    
    
    
    
    
    
    (2.7
    )
    
    
    
    
    
    
    
    
    
    
    (2.7
    )Balance, September 30, 2008
    
    $
    1,922.9
    
    
    $
    353.2
    
    
    $
    139.4
    
    
    $
    38.8
    
    
    $
    2,454.3Goodwill acquired
    
    
    
    
    
    
    
    
    
    
    14.8
    
    
    
    
    
    
    
    14.8Purchase price allocation adjustment
    
    
    (80.9
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (80.9
    )Income tax adjustments
    
    
    
    
    
    
    (1.1
    )
    
    
    
    
    
    
    
    
    
    
    (1.1
    )Currency translation adjustment
    
    
    (.3
    )
    
    
    (.2
    )
    
    
    
    
    
    
    
    
    
    
    (.5
    )Balance, September 30, 2009
    
    $
    1,841.7
    
    
    $
    351.9
    
    
    $
    154.2
    
    
    $
    38.8
    
    
    $
    2,386.6
 40




---



##### Table of Contents



NOTE 3  RESTRUCTURING CHARGES
    2009
    
    
    2008
    
    
    2007
    
    
    CumulativeBillerica  Employee termination benefits
    
    $
    
    
    
    $
    1.1
    
    
    $
    
    
    
    $
    1.1Billerica  Write-off of abandoned property
    
    
    
    
    
    
    .3
    
    
    
    
    
    
    
    .3Blue Island  Employee termination benefits
    
    
    
    
    
    
    
    
    
    
    .7
    
    
    
    .7Blue Island  Other associated charges
    
    
    .5
    
    
    
    .3
    
    
    
    .2
    
    
    
    1.0$
    .5
    
    
    $
    1.7
    
    
    $
    .9
    
    
    $
    3.1
 NOTE 4  INCOME TAXES
 The provision for income taxes consisted of the following:
 2009
    
    
    2008
    
    
    2007Current:Federal
    
    $
    178.1
    
    
    $
    57.1
    
    
    $
    40.9State
    
    
    24.9
    
    
    
    7.1
    
    
    
    2.8Foreign
    
    
    (.2
    )
    
    
    .1
    
    
    
    1.6202.8
    
    
    
    64.3
    
    
    
    45.3Deferred:Federal
    
    
    (38.3
    )
    
    
    22.0
    
    
    
    (34.0
    )State
    
    
    (2.6
    )
    
    
    3.5
    
    
    
    (3.0
    )Foreign
    
    
    (5.0
    )
    
    
    (3.1
    )
    
    
    (.8
    )(45.9
    )
    
    
    22.4
    
    
    
    (37.8
    )Income taxes
    
    
    156.9
    
    
    
    86.7
    
    
    
    7.5Deferred income taxes on equity earnings
    
    
    5.6
    
    
    
    7.7
    
    
    
    4.8Total provision for income taxes
    
    $
    162.5
    
    
    $
    94.4
    
    
    $
    12.3
   2009
    
    
    2008
    
    
    2007Computed tax at federal statutory rate (35%)
    
    $
    158.5
    
    
    $
    91.7
    
    
    $
    15.7State income taxes, net of federal tax benefit
    
    
    17.7
    
    
    
    7.9
    
    
    
    .1Domestic production activities deduction
    
    
    (7.2
    )
    
    
    (2.8
    )
    
    
    (1.1
    )Adjustments to reserve for uncertain tax positions
    
    
    .4
    
    
    
    (.2
    )
    
    
    (1.9
    )Other, net (none in excess of 5% of computed tax)
    
    
    (6.9
    )
    
    
    (2.2
    )
    
    
    (.5
    )$
    162.5
    
    
    $
    94.4
    
    
    $
    12.3
 41




---



##### Table of Contents



September 30, 2009
    
    
    September 30, 2008Assets
    
    
    Liabilities
    
    
    Net
    
    
    Assets
    
    
    Liabilities
    
    
    NetCurrent:Accrued liabilities
    
    $
    9.2
    
    
    $
    
    
    
    $
    9.2
    
    
    $
    9.2
    
    
    $
    
    
    
    $
    9.2Inventories
    
    
    .1
    
    
    
    
    
    
    
    .1
    
    
    
    6.4
    
    
    
    
    
    
    
    6.4Other items
    
    
    1.3
    
    
    
    
    
    
    
    1.3
    
    
    
    .9
    
    
    
    
    
    
    
    .910.6
    
    
    
    
    
    
    
    10.6
    
    
    
    16.5
    
    
    
    
    
    
    
    16.5Noncurrent:Property
    
    
    
    
    
    
    (158.3
    )
    
    
    (158.3
    )
    
    
    
    
    
    
    (223.8
    )
    
    
    (223.8
    )Intangible assets
    
    
    
    
    
    
    (417.4
    )
    
    
    (417.4
    )
    
    
    
    
    
    
    (414.4
    )
    
    
    (414.4
    )Equity investment in Vail
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (39.0
    )
    
    
    (39.0
    )Forward sale contracts
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2.0
    
    
    
    
    
    
    
    2.0Pension
    
    
    18.9
    
    
    
    
    
    
    
    18.9
    
    
    
    6.4
    
    
    
    
    
    
    
    6.4Other postretirement benefits
    
    
    35.1
    
    
    
    
    
    
    
    35.1
    
    
    
    32.9
    
    
    
    
    
    
    
    32.9Deferred compensation
    
    
    13.0
    
    
    
    
    
    
    
    13.0
    
    
    
    10.4
    
    
    
    
    
    
    
    10.4Insurance reserves
    
    
    7.6
    
    
    
    
    
    
    
    7.6
    
    
    
    8.1
    
    
    
    
    
    
    
    8.1NOL and tax credit carryforwards
    
    
    17.5
    
    
    
    
    
    
    
    17.5
    
    
    
    8.4
    
    
    
    
    
    
    
    8.4Other items
    
    
    21.3
    
    
    
    
    
    
    
    21.3
    
    
    
    11.7
    
    
    
    (.6
    )
    
    
    11.1113.4
    
    
    
    (575.7
    )
    
    
    (462.3
    )
    
    
    79.9
    
    
    
    (677.8
    )
    
    
    (597.9
    )Total deferred taxes
    
    
    124.0
    
    
    
    (575.7
    )
    
    
    (451.7
    )
    
    
    96.4
    
    
    
    (677.8
    )
    
    
    (581.4
    )Valuation allowance (noncurrent)
    
    
    (2.3
    )
    
    
    
    
    
    
    (2.3
    )
    
    
    (3.7
    )
    
    
    
    
    
    
    (3.7
    )Net deferred taxes
    
    $
    121.7
    
    
    $
    (575.7
    )
    
    $
    (454.0
    )
    
    $
    92.7
    
    
    $
    (677.8
    )
    
    $
    (585.1
    )
   42




---



##### Table of Contents



NOTE 5  EQUITY INVESTMENT IN VAIL RESORTS, INC.
     Year Ended
    
    
    Year Ended
    
    
    Year EndedJuly 31, 2009
    
    
    July 31, 2008
    
    
    July 31, 2007Net revenues
    
    $
    977.0
    
    
    $
    1,152.2
    
    
    $
    940.5Total operating expenses
    
    
    870.9
    
    
    
    976.2
    
    
    
    812.3Income from operations
    
    $
    106.1
    
    
    $
    176.0
    
    
    $
    128.2Net income
    
    $
    49.0
    
    
    $
    102.9
    
    
    $
    61.4July 31, 2009
    
    
    July 31, 2008Current assets
    
    $
    229.0
    
    
    $
    358.9Noncurrent assets
    
    
    1,655.5
    
    
    
    1,567.1Total assets
    
    $
    1,884.5
    
    
    $
    1,926.0Current liabilities
    
    $
    251.4
    
    
    $
    367.0Noncurrent liabilities
    
    
    837.0
    
    
    
    800.3Minority interest
    
    
    30.8
    
    
    
    29.9Stockholders equity
    
    
    765.3
    
    
    
    728.8Total liabilities and stockholders equity
    
    $
    1,884.5
    
    
    $
    1,926.0
 43




---



##### Table of Contents



NOTE 6  FORWARD SALE CONTRACTS
  Value of
    
    
    Accumulated
    
    
    TotalAdvance
    
    
    (Gain) Loss
    
    
    ContractProceeds
    
    
    on Derivative
    
    
    LiabilityAdvance proceeds received
    
    $
    140.0
    
    
    $
    
    
    
    $
    140.0Amortization of discount
    
    
    20.7
    
    
    
    
    
    
    
    20.7Gain on derivative component
    
    
    
    
    
    
    (15.7
    )
    
    
    (15.7
    )Balance at September 30, 2008
    
    $
    160.7
    
    
    $
    (15.7
    )
    
    $
    145.0Amortization of discount
    
    
    5.1
    
    
    
    
    
    
    
    5.1Gain on derivative component
    
    
    
    
    
    
    (20.6
    )
    
    
    (20.6
    )Contract settlement
    
    
    (165.8
    )
    
    
    36.3
    
    
    
    (129.5
    )Balance at September 30, 2009
    
    $
    
    
    
    $
    
    
    
    $
    
  NOTE 7  EARNINGS PER SHARE
  First
    
    Second
    
    Third
    
    FourthQuarter
    
    Quarter
    
    Quarter
    
    QuarterFiscal 2009SARs at $56.56 per share
    
    
    435,000
    
    
    
    435,000
    
    
    
    405,000
    
    
    
    SARs at $66.07 per share
    
    
    538,000
    
    
    
    538,000
    
    
    
    508,000
    
    
    
    503,500SARs at $65.45 per share
    
    
    25,000
    
    
    
    25,000
    
    
    
    25,000
    
    
    
    25,000SARs at $58.79 per share
    
    
    
    
    
    
    
    
    
    
    8,000
    
    
    
    8,000Fiscal 2008SARs at $56.56 per share
    
    
    435,000
    
    
    
    435,000
    
    
    
    435,000
    
    
    
    435,000Fiscal 2007Stock options at $35.31 per share
    
    10,281
    
    
    
    
    
    
    
    
    
    
    Stock options at $45.25 per share
    
    152,000
    
    
    
    
    
    
    
    
    
    
    SARs at $48.99 per share
    
    
    435,000
    
    
    
    
    
    
    
    435,000
    
    
    
    SARs at $56.56 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    457,500
 44




---



##### Table of Contents



NOTE 8  SUPPLEMENTAL EARNINGS STATEMENT AND CASH FLOW INFORMATION
 2009
    
    2008
    
    2007Repair and maintenance expenses
    
    $
    104.1
    
    
    $
    71.0
    
    
    $
    68.3Advertising and promotion expenses
    
    
    133.4
    
    
    
    28.1
    
    
    
    12.8Research and development expenses
    
    
    19.2
    
    
    
    11.5
    
    
    
    10.2Interest paid
    
    
    98.7
    
    
    
    38.6
    
    
    
    31.7Income taxes paid, net of refunds
    
    
    192.6
    
    
    
    50.0
    
    
    
    43.1Cash
received from the exercise of stock options
    
    
    8.4
    
    
    
    2.8
    
    
    
    3.3Tax benefits realized from exercised
stock options and similar awards
    
    
    6.8
    
    
    
    1.1
    
    
    
    2.2
 NOTE 9  SUPPLEMENTAL BALANCE SHEET INFORMATION
 September 30,2009
    
    
    2008Receivables, netTrade
    
    $
    122.2
    
    
    $
    140.7Other
    
    
    15.7
    
    
    
    19.8137.9
    
    
    
    160.5Allowance for doubtful accounts
    
    
    (2.0
    )
    
    
    (.4
    )$
    135.9
    
    
    $
    160.1InventoriesRaw materials and supplies
    
    $
    152.4
    
    
    $
    135.2Finished products
    
    
    217.0
    
    
    
    204.4369.4
    
    
    
    339.6Allowance for obsolete inventory
    
    
    (3.5
    )
    
    
    (2.6
    )$
    365.9
    
    
    $
    337.0Accounts and Notes PayableTrade
    
    $
    147.6
    
    
    $
    134.6Book cash overdrafts
    
    
    65.4
    
    
    
    36.7Other items
    
    
    27.4
    
    
    
    33.4$
    240.4
    
    
    $
    204.7Other Current LiabilitiesAdvertising and promotion
    
    $
    52.0
    
    
    $
    50.8Compensation
    
    
    49.8
    
    
    
    34.5Current portion of forward sale contracts
    
    
    
    
    
    
    29.3Current portion of long-term debt
    
    
    45.6
    
    
    
    .3Other items
    
    
    77.6
    
    
    
    72.3$
    225.0
    
    
    $
    187.2Other LiabilitiesForward sale contracts
    
    $
    
    
    
    $
    115.7Other items
    
    
    191.6
    
    
    
    154.4$
    191.6
    
    
    $
    270.1
 45




---



##### Table of Contents



NOTE 10  SALE OF RECEIVABLES
  NOTE 11  ALLOWANCES FOR DOUBTFUL ACCOUNTS AND OBSOLETE INVENTORY
 2009
    
    
    2008
    
    
    2007Allowance for Doubtful AccountsBalance, beginning of year
    
    $
    .4
    
    
    $
    .6
    
    
    $
    .4Provision charged to expense
    
    
    2.1
    
    
    
    (.4
    )
    
    
    Write-offs, less recoveries
    
    
    
    
    
    
    (.1
    )
    
    
    (.2
    )Acquisitions
    
    
    .1
    
    
    
    
    
    
    
    .2Transfers to Ralcorp Receivables Corporation
    
    
    (.6
    )
    
    
    .3
    
    
    
    .2Balance, end of year
    
    $
    2.0
    
    
    $
    .4
    
    
    $
    .6Allowance for Obsolete InventoryBalance, beginning of year
    
    $
    2.6
    
    
    $
    2.2
    
    
    $
    3.1Provision charged to expense
    
    
    8.5
    
    
    
    8.1
    
    
    
    4.9Write-offs of inventory
    
    
    (8.1
    )
    
    
    (7.7
    )
    
    
    (6.2
    )Acquisitions
    
    
    .5
    
    
    
    
    
    
    
    .4Balance, end of year
    
    $
    3.5
    
    
    $
    2.6
    
    
    $
    2.2
 NOTE 12  DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING
  46




---



##### Table of Contents



FairBalance Sheet Location
    
    
    
    ValueLiability Derivatives:Commodity contracts
    
    Other current liabilities
    
    
    
    $
    7.8Interest rate contracts
    
    Other current liabilities
    
    
    
    
    .4$
    8.2Asset Derivatives:Foreign exchange contracts
    
    Prepaid expenses and other current assets
    
    
    
    $
    7.8Commodity contracts
    
    Prepaid expenses and other current assets
    
    
    .2$
    8.0
  Amount of
    
    
    
    
    
    
    
    
    
    
    Location and Amount ofGain (Loss)
    
    
    Location and Amount of
    
    
    Gain (Loss) Recognized inDerivatives in
    
    Recognized in
    
    
    Gain (Loss) Reclassified
    
    
    Earnings [Ineffective PortionASC Topic 815 Cash Flow
    
    OCI [Effective
    
    
    from Accumulated OCI into
    
    
    and Amount Excluded fromHedging Relationships
    
    Portion]
    
    
    Earnings [Effective Portion]
    
    
    Effectiveness Testing]Commodity contracts
    
    $
    (52.1
    )
    
    Cost of products sold
    
    $
    (51.0
    )
    
    Cost of products sold
    
    $
    .1Foreign exchange contracts
    
    
    4.0
    
    
    SG&A
    
    
    (4.7
    )
    
    SG&A
    
    
    Interest rate contracts
    
    
    (6.7
    )
    
    Interest expense, net
    
    
    (2.6
    )
    
    Interest expense, net
    
    
    (.1
    )$
    (54.8
    )
    
    
    
    
    
    $
    (58.3
    )
    
    
    
    
    
    $
    
 Derivatives inASC Topic 815 Fair Value
    
    Location of Gain (Loss)
    
    Amount of Gain (Loss)Hedging Relationships
    
    Recognized in Earnings
    
    Recognized in EarningsCommodity contracts
    
    Cost of products sold
    
    $
    (.1
    )Derivatives Not Designatedas Hedging Instruments
    
    Location of Gain (Loss)
    
    Amount of Gain (Loss)Under ASC Topic 815
    
    Recognized in Earnings
    
    Recognized in EarningsEquity contracts
    
    Gain on forward sale contracts
    
    $
    (17.6
    )
  47




---



##### Table of Contents



NOTE 13  FAIR VALUE MEASUREMENTS
   Level 1
    
    
    
    Inputs are quoted prices in active markets for identical assets or liabilities.Level 2
    
    
    
    Inputs are quoted prices of similar assets or liabilities in an active market, quoted prices
for identical or similar assets or liabilities in markets that are not active, inputs other
than quoted prices that are observable and market-corroborated inputs which are derived
principally from or corroborated by observable market data.Level 3
    
    
    
    Inputs are derived from valuation techniques in which one or more significant inputs or value
drivers are unobservable.
  Total
    
    
    Level 1
    
    
    Level 2AssetsMarketable securities
    
    $
    12.0
    
    
    $
    12.0
    
    
    $
    Derivative assets
    
    
    8.0
    
    
    
    
    
    
    
    8.0Deferred compensation investment
    
    
    19.9
    
    
    
    19.9
    
    
    
    $
    39.9
    
    
    $
    31.9
    
    
    $
    8.0LiabilitiesDerivative liabilities
    
    $
    8.2
    
    
    $
    
    
    
    $
    8.2Deferred compensation liabilities
    
    
    29.6
    
    
    
    
    
    
    
    29.6$
    37.8
    
    
    $
    
    
    
    $
    37.8
   48




---



##### Table of Contents



NOTE 14  LONG-TERM DEBT
  2009
    
    
    2008Balance
    
    
    Interest
    
    
    Balance
    
    
    InterestOutstanding
    
    
    Rate
    
    
    Outstanding
    
    
    RateFixed Rate Senior Notes, Series B
    
    $
    58.0
    
    
    
    4.24
    %
    
    $
    87.0
    
    
    
    4.24
    %Fixed Rate Senior Notes, Series C
    
    
    50.0
    
    
    
    5.43
    %
    
    
    50.0
    
    
    
    5.43
    %Fixed Rate Senior Notes, Series D
    
    
    53.6
    
    
    
    4.76
    %
    
    
    64.3
    
    
    
    4.76
    %Fixed Rate Senior Notes, Series E
    
    
    100.0
    
    
    
    5.57
    %
    
    
    100.0
    
    
    
    5.57
    %Fixed Rate Senior Notes, Series F
    
    
    75.0
    
    
    
    5.43
    %
    
    
    75.0
    
    
    
    5.43
    %Floating Rate Senior Notes, Series G
    
    
    50.0
    
    
    
    0.86
    %
    
    
    50.0
    
    
    
    4.36
    %Floating Rate Senior Notes, Series H
    
    
    
    
    
    
    n/a
    
    
    
    50.0
    
    
    
    4.36
    %Fixed Rate Senior Notes, Series I-1
    
    
    75.0
    
    
    
    5.56
    %
    
    
    75.0
    
    
    
    5.56
    %Fixed Rate Senior Notes, Series I-2
    
    
    25.0
    
    
    
    5.58
    %
    
    
    25.0
    
    
    
    5.58
    %Fixed Rate Senior Notes, Series J
    
    
    100.0
    
    
    
    5.93
    %
    
    
    100.0
    
    
    
    5.93
    %Fixed Rate Senior Notes maturing 2018
    
    
    577.5
    
    
    
    7.29
    %
    
    
    577.5
    
    
    
    7.29
    %Floating Rate Senior Notes maturing 2018
    
    
    20.0
    
    
    
    2.98
    %
    
    
    20.0
    
    
    
    5.33
    %Fixed Rate Senior Notes maturing 2020
    
    
    67.0
    
    
    
    7.39
    %
    
    
    67.0
    
    
    
    7.39
    %Fixed Rate Senior Notes maturing 2039
    
    
    300.0
    
    
    
    6.63
    %
    
    
    
    
    
    
    n/aFixed Rate Senior Notes, Series 2009A
    
    
    50.0
    
    
    
    7.45
    %
    
    
    
    
    
    
    n/aFixed Rate Senior Notes, Series 2009B
    
    
    50.0
    
    
    
    7.60
    %
    
    
    
    
    
    
    n/aTerm Loan A-1
    
    
    
    
    
    
    n/a
    
    
    
    100.0
    
    
    
    4.19
    %Term Loan A-2
    
    
    
    
    
    
    n/a
    
    
    
    200.0
    
    
    
    4.16
    %Industrial Development Revenue Bond
    
    
    5.6
    
    
    
    1.00
    %
    
    
    5.6
    
    
    
    6.80
    %$400 Revolving Credit Agreement
    
    
    
    
    
    
    n/a
    
    
    
    7.0
    
    
    
    4.50
    %Uncommitted credit arrangements
    
    
    
    
    
    
    n/a
    
    
    
    15.0
    
    
    
    8.25
    %Other
    
    
    .3
    
    
    Various
    
    
    .4
    
    
    Various$
    1,657.0
    
    
    
    
    
    
    $
    1,668.8Less: Current Portion
    
    
    (45.6
    )
    
    
    
    
    
    
    $
    1,611.4
    
    
    
    
    
    
    $
    1,668.8
      49




---



##### Table of Contents



50




---



##### Table of Contents



NOTE 15  COMMITMENTS AND CONTINGENCIES
 Legal Proceedings
    Lease Commitments
   Container Supply Agreement
  Other Contingencies
  51




---



##### Table of Contents



NOTE 16  PENSION AND OTHER POSTRETIREMENT BENEFITS
   Pension Benefits
    
    
    Other Benefits2009
    
    
    2008
    
    
    2009
    
    
    2008Change in benefit obligationBenefit obligation at beginning of year
    
    $
    172.5
    
    
    $
    187.3
    
    
    $
    84.0
    
    
    $
    23.1Service cost
    
    
    5.1
    
    
    
    2.9
    
    
    
    3.2
    
    
    
    .6Interest cost
    
    
    12.6
    
    
    
    11.3
    
    
    
    6.0
    
    
    
    2.0Plan participants contributions
    
    
    .8
    
    
    
    .1
    
    
    
    
    
    
    
    Actuarial loss (gain)
    
    
    36.2
    
    
    
    (30.3
    )
    
    
    7.1
    
    
    
    (5.2
    )Benefits paid
    
    
    (8.7
    )
    
    
    (9.0
    )
    
    
    (1.9
    )
    
    
    (1.6
    )Medicare reimbursements
    
    
    
    
    
    
    
    
    
    
    .1
    
    
    
    .1Amendments
    
    
    2.9
    
    
    
    
    
    
    
    (7.1
    )
    
    
    Acquisitions
    
    
    .5
    
    
    
    10.2
    
    
    
    (3.0
    )
    
    
    65.0Currency translation
    
    
    
    
    
    
    
    
    
    
    (.1
    )
    
    
    Benefit obligation at end of year
    
    $
    221.9
    
    
    $
    172.5
    
    
    $
    88.3
    
    
    $
    84.0Change in fair value of plan assetsFair value of plan assets at beginning of year
    
    $
    155.6
    
    
    $
    184.9
    
    
    $
    
    
    
    $
    Actual return on plan assets
    
    
    18.6
    
    
    
    (21.0
    )
    
    
    
    
    
    
    Employer contributions
    
    
    6.1
    
    
    
    .6
    
    
    
    1.7
    
    
    
    1.6Plan participants contributions
    
    
    .8
    
    
    
    .1
    
    
    
    
    
    
    
    Medicare reimbursements
    
    
    
    
    
    
    
    
    
    
    .2
    
    
    
    Benefits paid
    
    
    (8.7
    )
    
    
    (9.0
    )
    
    
    (1.9
    )
    
    
    (1.6
    )Fair value of plan assets at end of year
    
    $
    172.4
    
    
    $
    155.6
    
    
    $
    
    
    
    $
    Funded status
    
    
    (49.5
    )
    
    
    (16.9
    )
    
    
    (88.3
    )
    
    
    (84.0
    )Amounts recognized in assets or liabilitiesOther current liabilities
    
    $
    (.6
    )
    
    $
    (.6
    )
    
    $
    (2.2
    )
    
    $
    (1.5
    )Other liabilities
    
    
    (48.9
    )
    
    
    (16.3
    )
    
    
    (86.1
    )
    
    
    (82.5
    )Net amount recognized
    
    $
    (49.5
    )
    
    $
    (16.9
    )
    
    $
    (88.3
    )
    
    $
    (84.0
    )Amounts recognized in accumulated other
comprehensive lossNet actuarial loss
    
    $
    66.7
    
    
    $
    34.1
    
    
    $
    6.6
    
    
    $
    (.4
    )Prior service cost
    
    
    2.6
    
    
    
    
    
    
    
    (7.1
    )
    
    
    (.1
    )Total
    
    $
    69.3
    
    
    $
    34.1
    
    
    $
    (.5
    )
    
    $
    (.5
    )Weighted-average assumptions used
to determine benefit obligationDiscount rate
    
    
    6.00
    %
    
    
    7.30
    %
    
    
    6.00
    %
    
    
    7.30
    %Rate of compensation increase
    
    
    3.25
    %
    
    
    3.25
    %
    
    
    3.25
    %
    
    
    3.25
    %
 52




---



##### Table of Contents



Pension Benefits
    
    
    Other Benefits2009
    
    
    2008
    
    
    2007
    
    
    2009
    
    
    2008
    
    
    2007Components of net periodic benefit costService cost
    
    $
    5.1
    
    
    $
    2.9
    
    
    $
    2.6
    
    
    $
    3.2
    
    
    $
    .6
    
    
    $
    .1Interest cost
    
    
    12.6
    
    
    
    11.3
    
    
    
    11.1
    
    
    
    6.0
    
    
    
    2.0
    
    
    
    1.3Expected return on plan assets
    
    
    (15.2
    )
    
    
    (14.9
    )
    
    
    (14.5
    )
    
    
    
    
    
    
    
    
    
    
    Recognized net actuarial loss
    
    
    .3
    
    
    
    2.6
    
    
    
    4.2
    
    
    
    
    
    
    
    .2
    
    
    
    .1Recognized prior service cost
    
    
    .3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net periodic benefit cost
    
    $
    3.1
    
    
    $
    1.9
    
    
    $
    3.4
    
    
    $
    9.2
    
    
    $
    2.8
    
    
    $
    1.5Weighted-average assumptions used
to determine net benefit costDiscount rate
    
    
    7.30
    %
    
    
    6.15
    %
    
    
    5.95
    %
    
    
    7.30
    %
    
    
    6.15
    %
    
    
    5.95
    %Rate of compensation increase
    
    
    3.25
    %
    
    
    3.25
    %
    
    
    3.50
    %
    
    
    3.25
    %
    
    
    3.25
    %
    
    
    3.50
    %Expected return on plan assets
    
    
    8.75
    %
    
    
    8.75
    %
    
    
    9.00
    %
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aChanges in plan assets and benefit
obligation recognized in other
comprehensive incomeNet loss (gain)
    
    $
    32.8
    
    
    $
    5.6
    
    
    $
    
    
    
    $
    7.1
    
    
    $
    (5.2
    )
    
    $
    Recognized loss
    
    
    (.3
    )
    
    
    (2.6
    )
    
    
    
    
    
    
    
    
    
    
    (.2
    )
    
    
    Prior service cost (credit)
    
    
    3.0
    
    
    
    
    
    
    
    
    
    
    
    (7.1
    )
    
    
    
    
    
    
    Recognized prior service cost
    
    
    (.3
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total recognized in other comprehensive
income (before tax effects)
    
    $
    35.2
    
    
    $
    3.0
    
    
    $
    
    
    
    $
    
    
    
    $
    (5.4
    )
    
    $
    
   Increase
    
    DecreaseEffect on postretirement benefit obligation
    
    $
    15.2
    
    
    $
    (12.4
    )Effect on total service and interest cost
    
    
    1.8
    
    
    
    (1.5
    )
 53




---



##### Table of Contents



2015-2010
    
    2011
    
    2012
    
    2013
    
    2014
    
    2019Pension benefits
    
    $
    10.1
    
    
    $
    9.5
    
    
    $
    10.8
    
    
    $
    11.7
    
    
    $
    12.7
    
    
    $
    80.5Other benefits
    
    
    2.4
    
    
    
    2.5
    
    
    
    2.8
    
    
    
    3.2
    
    
    
    3.7
    
    
    
    28.2Subsidy receipts
    
    
    (.2
    )
    
    
    (.2
    )
    
    
    (.2
    )
    
    
    (.3
    )
    
    
    (.3
    )
    
    
    (2.4
    )
   NOTE 17  SHAREHOLDERS EQUITY
     NOTE 18  STOCK-BASED COMPENSATION PLANS
   54




---



##### Table of Contents



Stock Options
  WeightedWeighted
    
    
    AverageShares
    
    
    Average
    
    
    Remaining
    
    
    AggregateUnder
    
    
    Exercise
    
    
    Contractual
    
    
    IntrinsicOption
    
    
    Price
    
    
    Term
    
    
    ValueOutstanding at September 30, 2008
    
    
    1,448,836
    
    
    $
    25.84Granted
    
    
    
    
    
    
    Exercised
    
    
    (434,808
    )
    
    
    19.26Forfeited
    
    
    (1,414
    )
    
    
    31.42Outstanding at September 30, 2009
    
    
    1,012,614
    
    
    
    28.66
    
    
    3.6 years
    
    $
    30.2Vested and expected to vest
as of September 30, 2009
    
    
    1,012,027
    
    
    
    28.66
    
    
    3.6 years
    
    $
    30.2Exercisable at September 30, 2009
    
    
    926,907
    
    
    
    28.41
    
    
    3.5 years
    
    
    27.9
   Stock Appreciation Rights
  WeightedWeighted
    
    
    AverageStock
    
    
    Average
    
    
    Remaining
    
    
    AggregateAppreciation
    
    
    Exercise
    
    
    Contractual
    
    
    IntrinsicRights
    
    
    Price
    
    
    Term
    
    
    ValueOutstanding at September 30, 2008
    
    
    1,862,500
    
    
    $
    54.74Granted
    
    
    67,000
    
    
    
    61.32Exercised
    
    
    (10,665
    )
    
    
    42.00Forfeited
    
    
    (100,500
    )
    
    
    57.06Outstanding at September 30, 2009
    
    
    1,818,335
    
    
    
    54.93
    
    
    7.9 years
    
    $
    10.7Vested and expected to vest
as of September 30, 2009
    
    
    1,767,405
    
    
    
    54.79
    
    
    7.9 years
    
    
    10.5Exercisable at September 30, 2009
    
    
    375,644
    
    
    
    44.56
    
    
    6.4 years
    
    
    5.2
  2009
    
    2008
    
    2007Expected term
    
    7.0 years
    
    6.4 years
    
    6.0 yearsExpected stock price volatility
    
    
    30.5
    %
    
    
    30.0
    %
    
    
    29.0
    %Risk-free interest rate
    
    
    2.70
    %
    
    
    3.31
    %
    
    
    4.30
    %Expected dividends
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %Fair value (per right)
    
    $
    22.68
    
    
    $
    24.20
    
    
    $
    21.22
  55




---



##### Table of Contents



Restricted Stock Awards
  WeightedAverageGrant DateNumber
    
    
    Fair ValueNonvested at September 30, 2008
    
    
    323,301
    
    
    $
    50.34Granted
    
    
    865
    
    
    
    57.79Vested
    
    
    (25,401
    )
    
    
    34.80Forfeited
    
    
    (35,000
    )
    
    
    55.20Nonvested at September 30, 2009
    
    
    263,765
    
    
    
    51.22
 Other Stock-Based Compensation Awards
   Deferred Compensation
    56




---



##### Table of Contents



NOTE 19  SEGMENT INFORMATION
   
    
    Cereals, Crackers & Cookies (including branded and store brand cereals, nutritional
bars, crackers, cookies, and chips);
    
    Frozen Bakery Products (including frozen griddle products, frozen bread products,
frozen dessert products, and frozen dough and dry mixes for bakery foods);
    
    Dressings, Syrups, Jellies & Sauces (including store brand shelf-stable dressings,
syrups, peanut butter, jellies, salsas and various sauces, and branded non-alcoholic drink
mixes); and
    
    Snack Nuts & Candy (including nuts and chocolate candy).
  
    
    the cracker, cookie and chip business has been aggregated with the nuts and candy
business in a segment renamed Snacks;
    
    the branded ready-to-eat cereal business and the store brand ready-to-eat and hot
cereal and nutritional bar business continue to be aggregated in a segment renamed
Cereals;
    
    the name of the Dressings, Syrups, Jellies & Sauces segment was changed to Sauces &
Spreads; and
    
    there was no change to Frozen Bakery Products.
   57




---



##### Table of Contents



2009
    
    
    2008
    
    
    2007Net salesCereals
    
    $
    1,873.9
    
    
    $
    936.5
    
    
    $
    554.9Frozen Bakery Products
    
    
    694.8
    
    
    
    711.8
    
    
    
    619.6Snacks
    
    
    793.7
    
    
    
    687.0
    
    
    
    634.5Sauces & Spreads
    
    
    529.5
    
    
    
    489.1
    
    
    
    424.4Total
    
    $
    3,891.9
    
    
    $
    2,824.4
    
    
    $
    2,233.4Profit contributionCereals
    
    $
    342.6
    
    
    $
    118.1
    
    
    $
    58.3Frozen Bakery Products
    
    
    69.1
    
    
    
    63.7
    
    
    
    70.4Snacks
    
    
    79.5
    
    
    
    47.1
    
    
    
    50.9Sauces & Spreads
    
    
    38.1
    
    
    
    15.7
    
    
    
    13.7Total segment profit contribution
    
    
    529.3
    
    
    
    244.6
    
    
    
    193.3Interest expense, net
    
    
    (99.0
    )
    
    
    (54.6
    )
    
    
    (42.3
    )Gain (loss) on forward sale contracts
    
    
    17.6
    
    
    
    111.8
    
    
    
    (87.7
    )Gain on sale of securities
    
    
    70.6
    
    
    
    7.1
    
    
    
    Restructuring charges
    
    
    (.5
    )
    
    
    (1.7
    )
    
    
    (.9
    )Acquired inventory valuation adjustment
    
    
    (.4
    )
    
    
    (23.4
    )
    
    
    Stock-based compensation expense
    
    
    (13.4
    )
    
    
    (11.5
    )
    
    
    (8.2
    )Post Foods transition and integration costs
    
    
    (31.6
    )
    
    
    (7.9
    )
    
    
    Other unallocated corporate expenses
    
    
    (35.1
    )
    
    
    (23.9
    )
    
    
    (23.7
    )Earnings before income taxes and equity earnings
    
    $
    437.5
    
    
    $
    240.5
    
    
    $
    30.5Additions to property and intangiblesCereals
    
    $
    50.6
    
    
    $
    18.1
    
    
    $
    8.8Frozen Bakery Products
    
    
    12.3
    
    
    
    14.6
    
    
    
    20.4Snacks
    
    
    23.1
    
    
    
    21.6
    
    
    
    15.8Sauces & Spreads
    
    
    6.5
    
    
    
    5.1
    
    
    
    3.8Corporate
    
    
    22.5
    
    
    
    3.7
    
    
    
    2.9Total
    
    $
    115.0
    
    
    $
    63.1
    
    
    $
    51.7Depreciation and amortizationCereals
    
    $
    71.3
    
    
    $
    29.5
    
    
    $
    14.4Frozen Bakery Products
    
    
    35.4
    
    
    
    36.3
    
    
    
    33.3Snacks
    
    
    22.4
    
    
    
    20.2
    
    
    
    21.8Sauces & Spreads
    
    
    8.7
    
    
    
    8.3
    
    
    
    8.2Corporate
    
    
    6.9
    
    
    
    5.2
    
    
    
    4.7Total
    
    $
    144.7
    
    
    $
    99.5
    
    
    $
    82.4Assets, end of yearCereals
    
    $
    3,621.2
    
    
    $
    3,762.1
    
    
    $
    265.9Frozen Bakery Products
    
    
    723.9
    
    
    
    788.7
    
    
    
    811.4Snacks
    
    
    451.5
    
    
    
    369.3
    
    
    
    372.2Sauces & Spreads
    
    
    152.5
    
    
    
    156.4
    
    
    
    140.5Total segment assets
    
    
    4,949.1
    
    
    
    5,076.5
    
    
    
    1,590.0Investment in Ralcorp Receivables Corporation
    
    
    134.4
    
    
    
    56.5
    
    
    
    55.3Investment in Vail Resorts, Inc.
    
    
    
    
    
    
    126.0
    
    
    
    110.9Other unallocated corporate assets
    
    
    368.7
    
    
    
    84.9
    
    
    
    96.9Total
    
    $
    5,452.2
    
    
    $
    5,343.9
    
    
    $
    1,853.1
 58




---



##### Table of Contents



NOTE 20  QUARTERLY FINANCIAL DATA (UNAUDITED)
  First
    
    Second
    
    Third
    
    Fourth
    
    TotalQuarter
    
    Quarter
    
    Quarter
    
    Quarter
    
    YearFiscal 2009Net sales
    
    $
    968.2
    
    
    $
    946.5
    
    
    $
    994.0
    
    
    $
    983.2
    
    
    $
    3,891.9Gross profit
    
    
    246.3
    
    
    
    259.4
    
    
    
    273.8
    
    
    
    278.3
    
    
    
    1,057.8Gain (loss) on forward sale contracts
    
    
    22.5
    
    
    
    19.6
    
    
    
    (24.5
    )
    
    
    
    
    
    
    17.6Gain on sale of securities
    
    
    15.8
    
    
    
    
    
    
    
    28.0
    
    
    
    26.8
    
    
    
    70.6Post Foods transition and integration costs
    
    
    (7.1
    )
    
    
    (7.8
    )
    
    
    (13.2
    )
    
    
    (3.5
    )
    
    
    (31.6
    )Acquired inventory valuation adjustment
    
    
    
    
    
    
    
    
    
    
    (.4
    )
    
    
    
    
    
    
    (.4
    )Restructuring charges
    
    
    (.1
    )
    
    
    (.2
    )
    
    
    (.1
    )
    
    
    (.1
    )
    
    
    (.5
    )Net earnings
    
    
    65.5
    
    
    
    70.2
    
    
    
    74.8
    
    
    
    79.9
    
    
    
    290.4Diluted earnings per share
    
    
    1.15
    
    
    
    1.23
    
    
    
    1.31
    
    
    
    1.40
    
    
    
    5.09Fiscal 2008Net sales
    
    $
    650.7
    
    
    $
    641.6
    
    
    $
    658.6
    
    
    $
    873.5
    
    
    $
    2,824.4Gross profit
    
    
    113.4
    
    
    
    102.6
    
    
    
    114.9
    
    
    
    175.4
    
    
    
    506.3Gain on forward sale contracts
    
    
    37.8
    
    
    
    24.5
    
    
    
    21.7
    
    
    
    27.8
    
    
    
    111.8Gain on sale of securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7.1
    
    
    
    7.1Post Foods transition and integration costs
    
    
    
    
    
    
    
    
    
    
    (1.6
    )
    
    
    (6.3
    )
    
    
    (7.9
    )Acquired inventory valuation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (23.4
    )
    
    
    (23.4
    )Restructuring charges
    
    
    (.7
    )
    
    
    (.7
    )
    
    
    (.3
    )
    
    
    
    
    
    
    (1.7
    )Net earnings
    
    
    42.4
    
    
    
    38.5
    
    
    
    45.8
    
    
    
    41.1
    
    
    
    167.8Diluted earnings per share
    
    
    1.61
    
    
    
    1.46
    
    
    
    1.73
    
    
    
    .90
    
    
    
    5.38
 NOTE 21  SUBSEQUENT EVENTS
   59




---



##### Table of Contents



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A. CONTROLS AND PROCEDURES
    
 ITEM 9B. OTHER INFORMATION
  
 PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
   
 ITEM 11. EXECUTIVE COMPENSATION
  60




---



##### Table of Contents



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  
 PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
  1.
    
    Financial Statements. The following are filed as a part of this document under Item 8.
        2.
    
    Financial Statement Schedules. None. Schedules not included have been omitted because
they are not applicable or the required information is shown in the financial statements or
notes thereto.3.
    
    Exhibits. See the Exhibit Index that appears at the end of this document and which is
incorporated herein. Exhibits 10.11 through 10.68 are management compensation plans or
arrangements.
 61




---



##### Table of Contents



SIGNATURES
   By:
    
    /s/ Kevin J. Hunt
    
By:

    /s/ David P. SkarieKevin J. Hunt
    


    David
P. SkarieCo-Chief Executive Officer
and President
    


    Co-Chief Executive Officer
and President
    Signature
    
    Title
    
    Date/s/ Kevin J. Hunt
    
    Director and Co-Chief Executive Officer
    
    November 30, 2009Kevin J. Hunt
    
    and President (Principal
Executive Officer)/s/ David P. Skarie
    
    Director and Co-Chief Executive Officer
    
    November 30, 2009David P. Skarie
    
    and President (Principal
Executive Officer)/s/ Thomas G. Granneman
    
    Corporate Vice President and
    
    November 30, 2009Thomas G. Granneman
    
    Controller (Principal
Accounting Officer)/s/ Bill G. Armstrong
    
    Director
    
    November 30, 2009Bill G. Armstrong/s/ David R. Banks
    
    Director
    
    November 30, 2009David R. Banks/s/ Jack W. Goodall
    
    Director
    
    November 30, 2009Jack W. Goodall/s/ David W. Kemper
    
    Director
    
    November 30, 2009David W. Kemper/s/ Richard A. Liddy
    
    Director
    
    November 30, 2009Richard A. LiddyDirectorJoe R. Micheletto/s/ J. Patrick Mulcahy
    
    Director
    
    November 30, 2009J. Patrick Mulcahy/s/ William P. Stiritz
    
    Director
    
    November 30, 2009William P. Stiritz/s/ David R. Wenzel
    
    Director
    
    November 30, 2009David R. Wenzel
 62




---



##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description of Exhibit*2.1
    
    RMT Transaction Agreement dated 11/15/07, by and among Kraft Foods
Inc., Cable Holdco Inc., Ralcorp Holdings, Inc. and Ralcorp
Mailman LLC (Filed as Exhibit 2.1 to the Companys Form 8-K filed
11/20/07)*3.1
    
    Restated Articles of Incorporation of Ralcorp Holdings, Inc.
(Filed as Exhibit 3.1 to the Companys Form 10-Q for the period
ended December 31, 1996)*3.2
    
    Amended Bylaws of Ralcorp Holdings, Inc. (Filed as Exhibit 99.1 to
the Companys Form 8-K filed September 24, 2009)*4.1
    
    Indenture, dated August 4, 2008, between Cable Holdco, Inc. and
Deutsche Bank Trust Company Americas, as trustee (Filed as Exhibit
4.1 to the Companys form 8-K filed August 8, 2008)*4.2
    
    First Supplemental Indenture, dated August 4, 2008, by and between
Ralcorp Mailman LLC and Deutsche Bank Trust Company Americas
(Filed as Exhibit 4.2 to the Companys form 8-K filed August 8,
2008)*4.3
    
    Second Supplemental Indenture, dated August 4, 2008, by and
between Ralcorp Holdings, Inc. and Deutsche Bank Trust Company
Americas (Filed as Exhibit 4.3 to the Companys form 8-K filed
August 8, 2008)*4.4
    
    Indenture, dated as of August 14, 2009, by and among Ralcorp
Holdings, Inc., the guarantors named therein and Deutsche Bank
Trust Company Americas, as trustee (Filed as Exhibit 4.1 to the
Companys form 8-K filed August 17, 2009)*4.5
    
    Supplemental Indenture, dated as of August 14, 2009, by and among
Ralcorp Holdings, Inc., the guarantors named therein and Deutsche
Bank Trust Company Americas, as trustee (Filed as Exhibit 4.2 to
the Companys form 8-K filed August 17, 2009)*4.6
    
    Registration Rights Agreement, dated as of August 14, 2009 by and
among Ralcorp Holdings, Inc., the guarantors named therein, and
J.P. Morgan Securities Inc., and Banc of America Securities LLC,
as representatives of the initial purchasers (Filed as Exhibit 4.3
to the Companys form 8-K filed August 17, 2009)*10.1
    
    Reorganization Agreement dated as of January 31, 1997 by and among
Ralcorp Holdings, Inc., New Ralcorp Holdings, Inc., Ralston Foods,
Inc., Chex, Inc. and General Mills, Inc. (Filed as Exhibit 10.2 to
the Companys Form 10-Q for the period ended December 31, 1997)*10.2
    
    Receivables Purchase Agreement dated as of September 25, 2001
among Ralcorp Receivables Corporation, Ralcorp Holdings, Inc.,
Falcon Asset Securitization Corporation and Bank One, N.A. (Filed
as Exhibit 10.4 to the Companys Form 10-K for the year ended
September 30, 2001)*10.3
    
    Amendment No. 5 to Receivables Purchase Agreement dated as of
September 25, 2001 among Ralcorp Receivables Corporation, Ralcorp
Holdings, Inc., Falcon Asset Securitization Corporation and Bank
One, N.A. dated October 20, 2005 (Filed as Exhibit 10.4 to the
Companys Form 10-K for the year ended September 30, 2005)*10.4
    
    Amendment No. 6 to Receivables Purchase Agreement dated October
19, 2006 among Ralcorp Holdings, Inc., Ralcorp Receivables
Corporation, Falcon Asset Securitization Company LLC, formerly
known as Falcon Asset Securitization Corporation and JPMorgan
Chase Bank, N.A., successor by merger to Bank One, NA (Filed as
Exhibit 10.1 to the Companys Form 8-K filed on October 25, 2006)*10.5
    
    Amendment No. 7 to Receivables Purchase Agreement dated October
18, 2007 among Ralcorp Holdings, Inc., Ralcorp Receivables
Corporation, Falcon Asset Securitization Company LLC, formerly
known as Falcon Asset Securitization Corporation and
JPMorgan Chase Bank, N.A., successor by merger to Bank One, NA (Filed as Exhibit 10.6 to
the Companys Form 10-K dated November 29, 2007)
 63




---



##### Table of Contents



ExhibitNumber
    
    Description of Exhibit*10.6
    
    Amendment No. 8 to Receivables Purchase Agreement dated October 18, 2007 among Ralcorp Holdings, Inc., Ralcorp
Receivables Corporation, Falcon Asset Securitization Company LLC, formerly known as Falcon Asset Securitization
Corporation and JPMorgan Chase Bank, N.A., successor by merger to Bank One, NA (Filed as Exhibit 10.1 to the Companys
Form 10-Q for the period ended March 31, 2008)*10.7
    
    Amendment No. 9 to Receivables Purchase Agreement dated October 16, 2008 (Filed as Exhibit 10.1 to the Companys Form
8-K filed on October 16, 2008)10.8
    
    Amendment No. 10 to Receivables Purchase Agreement dated October 15, 2009*10.9
    
    Agreement and Plan of Merger dated as of August 13, 1996 by and among Ralcorp Holdings, Inc., General Mills, Inc. and
General Mills Missouri, Inc. (Filed as Exhibit 2.6 to the Companys Form 10-Q for the period ended December 31, 1996)*10.10
    
    Stock Purchase Agreement by and among Vail Resorts, Inc., Ralston Foods, Inc. and Ralston
Resorts, Inc. dated July 22, 1996 (Filed as Exhibit 10.10 to the Companys Registration
Statement on Form 10, dated December 27, 1996)*10.11
    
    Amended and Restated Incentive Stock Plan Effective October 1, 2008 (Filed as Exhibit 10.10
to the Companys Form 10-K for the year ended September 30, 2008)*10.12
    
    Form of 1997 Non-Qualified Stock Option Agreement (Filed as Exhibit
10.01 to the Companys Form 10-Q for the period ended June 30,
1997)*10.13
    
    Form of 1997 Non-Qualified Stock Option Agreement for
Non-Management Directors (Filed as Exhibit 10.01 to the Companys
Form 10-Q for the period ended June 30, 1997)*10.14
    
    Form of Amended and Restated Management Continuity Agreement for
Corporate Officers (Filed as Exhibit 10.2 to the Companys Form
10-Q for the period ended March 31, 2006)*10.15
    
    Form of Management Continuity Agreement for Co-Chief Executive
Officers (Filed as Exhibit 10.1 to the Companys Form 10-Q for the
period ended March 31, 2006)*10.16
    
    Summary of Terms for 1998 Non-Qualified Stock Options (Filed as
Exhibit 10.23 to the Companys Form 10-K for the year ended
September 30, 1998)*10.17
    
    Split Dollar Second to Die Life Insurance Arrangement (Filed as Exhibit 10.07 to the
Companys Registration Statement on Form 10 dated December 27, 1996)*10.18
    
    Amended and Restated Deferred Compensation Plan for Non-Management Directors Effective
October 1, 2008. (Filed as Exhibit 10.17 to the Companys Form 10-K for the year ended
September 30, 2008)*10.19
    
    Amended and Restated Deferred Compensation Plan for Key Employees
Effective October 1, 2008. (Filed as Exhibit 10.18 to the Companys
Form 10-K for the year ended September 30, 2008)*10.20
    
    Executive Health Plan Effective January 1, 2001 (Filed as Exhibit
10.20 to the Companys Form 10-K for the year ended September 30,
2005)*10.21
    
    Amended and Restated Executive Long Term Disability Plan Effective
October 1, 2005 (Filed as Exhibit 10.21 to the Companys Form 10-K
for the year ended September 30, 2005)*10.22
    
    Supplemental Retirement Plan (Filed as Exhibit 10.14 to the
Companys Registration Statement on Form 10 dated December 27,
1996)*10.23
    
    Amended and Restated Retired Executive Survivor Benefit Plan Effective October 1, 2005
(Filed as Exhibit 10.23 to the Companys Form 10-K for the year ended September 30, 2005)*10.24
    
    Amended and Restated Executive Savings Investment Plan Effective
October 1, 2008*10.25
    
    Form of Indemnification Agreement for all Non-Management Directors
of the Company (Filed as Exhibit 10.35 to the Companys Form 10-K
for the year ended September 30, 1999)
 64




---



##### Table of Contents



ExhibitNumber
    
    Description of Exhibit*10.26
    
    Form of Indemnification Agreement for all Management Directors of
the Company (Filed as Exhibit 10.36 to the Companys Form 10-K for
the year ended September 30, 1999)*10.27
    
    Form of Indemnification Agreement for all Corporate Officers who
are not Directors of the Company (Filed as Exhibit 10.37 to the
Companys Form 10-K for the year ended September 30, 1999)*10.28
    
    Summary of Terms of 1999 Non-Qualified Stock Options (Filed as
Exhibit 10.38 to the Companys Form 10-K for the year ended
September 30, 1999)*10.29
    
    Summary of Terms of 2001 Non-Qualified Stock Options (Filed as
Exhibit 10.33 to the Companys Form 10-K for the year ended
September 30, 2001)*10.30
    
    Form of Non-Qualified Stock Option Agreement dated May 24, 2001
for each Non-Management Director (Filed as Exhibit 10.34 to the
Companys Form 10-K for the year ended September 30, 2001)*10.31
    
    Form of Non-Qualified Director Stock Option Agreement dated
September 27, 2001 for each Non-Management Director (Filed as
Exhibit 10.35 to the Companys Form 10-K for the year ended
September 30, 2001)*10.32
    
    Restricted Stock Award Agreement dated May 24, 2001 with William
P. Stiritz (Filed as Exhibit 10.36 to the Companys Form 10-K for
the year ended September 30, 2001)*10.33
    
    Amended and Restated Ralcorp Holdings, Inc. 2002 Incentive Stock Plan Effective October 1,
2008 (Filed as Exhibit 10.32 to the Companys Form 10-K for the year ended September 30, 2008)*10.34
    
    2002 Restricted Stock Award Agreement with William P. Stiritz
granted January 2, 2002 (Filed as Exhibit 10.1 to the Companys
Form 10-Q for the period ended March 31, 2002)*10.35
    
    Form of 2002 Non-Qualified Stock Option Agreement (Filed as
Exhibit 10.2 to the Companys Form 10-Q for the period ended March
31, 2002)*10.36
    
    Form of 2002 Non-Qualified Stock Option Agreement for
Non-Management Directors (Filed as Exhibit 10.41 to the Companys
Form 10-K for the year ended September 30, 2002)*10.37
    
    2003 Restricted Stock Award Agreement with William P. Stiritz
(Filed as Exhibit 10.42 to the Companys Form 10-K for the year
ended September 30, 2003)*10.38
    
    Form of 2003 Non-Qualified Stock Option Agreement (Filed as
Exhibit 10.42 to the Companys Form 10-K for the year ended
September 30, 2003)*10.39
    
    Form of 2003 Non-Qualified Stock Option Agreement for
Non-Management Directors (Filed as Exhibit 10.42 to the Companys
Form 10-K for the year ended September 30, 2003)*10.40
    
    Restricted Stock Award Agreement dated January 2, 2004 with
William P. Stiritz (Filed as Exhibit 10.42 to the Companys Form
10-K for the year ended September 30, 2004)*10.41
    
    Form of Non-Qualified Stock Option Agreement dated February 5,
2004 (Filed as Exhibit 10.44 to the Companys Form 10-K for the
year ended September 30, 2004)*10.42
    
    Form of 2004 Long-Term Restricted Stock Award for Corporate
Officers (Filed as Exhibit 99.1 to the Companys Form 8-K dated as
of September 29, 2004)*10.43
    
    Form of Director Non-Qualified Stock Option Agreement dated
September 23, 2004 (Filed as Exhibit 99.1 to the Companys Form
8-K dated September 29, 2004)*10.44
    
    Form of Non-Qualified Stock Option Agreement dated February 2,
2005 (Filed as Exhibit 10.2 to the Companys Form 10-Q for the
period ended March 31, 2005)*10.45
    
    Restricted Stock Award Agreement dated June 29, 2005 (Filed as
Exhibit 10.1 to the Companys Form 10-Q for the period ended June
30, 2005)*10.46
    
    Form of Director Non-Qualified Stock Option Agreement dated
September 29, 2005 (Filed as Exhibit 99.1 to the Companys Form
8-K dated October 5, 2005)
 65




---



##### Table of Contents



ExhibitNumber
    
    Description of Exhibit*10.47
    
    Form of Stock Appreciation Rights Agreement dated September 29,
2005 (Filed as Exhibit 10.48 to the Companys Form 10-K for the
year ended September 30, 2005)*10.48
    
    Restricted Stock Award Agreement dated January 3, 2006 with
William P. Stiritz (Filed as Exhibit 99.1 to the Companys Form
8-K dated January 5, 2006)*10.49
    
    Form of 2006 Non-Qualified Stock Option Agreement dated September
28, 2006 (Filed as Exhibit 99.1 to the Companys Form 8-K filed on
October 4, 2006)*10.50
    
    Form of Stock Appreciation Rights  Summary of Terms (Filed as
Exhibit 99.1 to the Companys Form 8-K filed on October 4, 2006)*10.51
    
    Restricted Stock Award Agreement dated September 28, 2006 with
Richard G. Scalise (Filed as Exhibit 10.53 to the Companys Form
10-K filed on December 13, 2006)*10.52
    
    Restricted Stock Award Agreement dated January 3, 2007 with William P. Stiritz (Filed as
Exhibit 99.1 to the Companys Form 8-K dated January 8, 2007)*10.53
    
    Amended and Restated Ralcorp Holdings, Inc. 2007 Incentive Stock Plan Effective October 1,
2008 (Filed as Exhibit 10.52 to the Companys Form 10-K for the year ended September 30, 2008)*10.54
    
    Long-Term Restricted Stock Awards dated March 30, 2007 granted to
the Companys named executive officers described in the Companys
2006 Proxy Statement (Filed as Exhibit 99.1 to the Companys Form
8-K filed on September 29, 2004)*10.55
    
    Form of Stock Appreciation Rights Agreement dated September 27,
2007 (Summary of terms filed in the Companys 8-K on October 2,
2007)*10.56
    
    Form of 2007 Non-Employee Director Stock Appreciation Rights dated
September 27, 2007 (Filed as Exhibit 99.1 to the Companys 8-K
filed on October 2, 2007)*10.57
    
    Form of 2007 Non-Employee Director Stock Appreciation Rights Agreement dated October 1, 2007
(Filed as Exhibit 99.1 to the Companys 8-K filed on October 2, 2007)*10.58
    
    Form of Long-Term Cash Incentive Award Agreement for Co-Chief Executive Officers (Filed as
Exhibit 10.57 to the Companys Form 10-K for the year ended September 30, 2008)*10.59
    
    Form of Long-Term Cash Incentive Award Agreement for Corporate
Officers (Filed as Exhibit 10.578 to the Companys Form 10-K for
the year ended September 30, 2008)*10.60
    
    Form of Stock Appreciation Rights Agreement dated September 25,
2008 (Filed as Exhibit 10.1 to the Companys Form 8-K dated
September 25, 2008)*10.61
    
    Form of Non-Employee Director Stock Appreciation Rights Agreement
dated September 25, 2008 (Filed as Exhibit 10.2 to the Companys
Form 8-K dated September 25, 2008)*10.62
    
    Form of Amendment to Non-Qualified Stock Option Agreements and
Stock Appreciation Rights Agreements for Non-Employee Directors,
effective October 2, 2008 (Filed as Exhibit 10.2 to the Companys
Form 10-Q for the period ended December 31, 2008)*10.63
    
    Form of Amendment to the Management Continuity Agreements for
Co-Chief Executive Officers and Corporate Officers, effective
October 1, 2008 (Filed as Exhibit 10.3 to the Companys Form 10-Q
for the period ended December 31, 2008)*10.64
    
    Form of Amendment to Restricted Stock Award Agreements for
Corporate Officers, effective October 1, 2008, (Filed as Exhibit
10.4 to the Companys Form 10-Q for the period ended December 31,
2008)*10.65
    
    Form of Amendment to Non-Qualified Stock Option Agreements and
Stock Appreciation Rights Agreements, effective October 1, 2008,
(Filed as Exhibit 10.5 to the Companys Form 10-Q for the period
ended December 31, 2008)*10.66
    
    Restricted Stock Unit Agreement for Co-Chief Executive Officers dated October 9, 2009 (Filed
as Exhibit 10.1 to the Companys Form 8-K dated October 15, 2009)
 66




---



##### Table of Contents



ExhibitNumber
    
    Description of Exhibit*10.67
    
    Restricted Stock Unit Agreement for Non-Chief Executive Officers dated October 9, 2009
(Filed as Exhibit 10.2 to the Companys Form 8-K dated October 15, 2009)*10.68
    
    Restricted Stock Agreement for Non-Chief Executive Officers dated October 9, 2009 (Filed as
Exhibit 10.3 to the Companys Form 8-K dated October 15, 2009)*10.69
    
    Floating Rate Senior Notes, Series A, due May 22, 2010 Note
Purchase Agreement (Filed as Exhibit 10.1 to the Companys Form
10-Q for the period ended June 30, 2003)*10.70
    
    $145,000,000 4.24% Series B Senior Notes due December 22, 2010,
First Supplement to Note Purchase Agreements dated as of December
22, 2003 (Filed as Exhibit 10.4 to the Companys Form 10-Q for the
period ended December 31, 2003)*10.71
    
    $50,000,000 5.43% Series C Senior Notes due December 22, 2013,
Second Supplement to Note Purchase Agreements dated as of December
22, 2003 (Filed as Exhibit 10.5 to the Companys Form 10-Q for the
period ended December 31, 2003)*10.72
    
    $75,000,000 4.76% Series D Senior Notes due December 22, 2013,
Third Supplement to Note Purchase Agreements dated as of December
22, 2003 (Filed as Exhibit 10.6 to the Companys Form 10-Q for the
period ended December 31, 2003)*10.73
    
    First Amendment dated as of December 22, 2005 to Note Purchase
Agreements dated as of May 22, 2003 and Series A, B, C, D and E
and F Senior Notes (Filed as Exhibit 10.1 to the Companys Form
10-Q for the period ended December 31, 2005)*10.74
    
    $100,000,000 5.57% Senior Notes, Series E due December 21, 2015,
Fourth Supplement to Note Purchase Agreement Senior Notes dated as
of December 21, 2005 (Filed as Exhibit 10.2 to the Companys Form
10-Q for the period ended December 31, 2005)*10.75
    
    $75,000,000 5.43% Senior Notes, Series F due December 21, 2012,
Fifth Supplement to Note Purchase Agreement Senior Notes dated as
of December 21, 2005 (Filed as Exhibit 10.3 to the Companys Form
10-Q for the period ended December 31, 2005)*10.76
    
    $75,000,000 5.56% Senior Notes, Series I, Tranche A, and
$25,000,000 5.58% Senior Notes, Series I, Tranche B due January
18, 2019, Eighth Supplement to Note Purchase Agreement dated
January 18, 2007 (Filed as Exhibit 99.1 to the Companys Form 8-K
on January 24, 2007)*10.77
    
    $100,000,000 5.93% Senior Notes, Series J due May 11, 2022, Ninth
Supplement to Note Purchase Agreement, dated May 11, 2007 (Filed
as Exhibit 99.1 Companys Form 8-K on May 15, 2007)*10.78
    
    Second Amendment dated as of July 9, 2008 to Note Purchase
Agreements dated as of May 22, 2003 and Series A, B, C, D, E, F,
G, H, I and J Senior Notes (Filed as Exhibit 10.4 to the Companys
Form 8-K on August 8, 2008)*10.79
    
    $400,000,000 Credit Agreement (revolving credit) dated as of July
18, 2008 among Ralcorp Holdings, Inc., the Lenders party thereto,
and JPMorgan Chase Bank as Administrative Agent, Swingline Lender
and Issuing Bank dated as of July 18, 2008 (Filed as Exhibit 10.1
to the Companys Form 10-Q for the period ended June 30, 2008)*10.80
    
    Tax Allocation Agreement dated as of August 4, 2008 between Kraft
Foods Inc., Cable Holdco, Inc. and Ralcorp Holdings, Inc. (Filed
as Exhibit 10.3 to the Companys form 8-K filed August 8, 2008)*10.81
    
    Note Purchase Agreement dated May 28, 2009 for $50,000,000 7.45%
Senior Notes, Series 2009A, due May 28, 2019 and $50,000,000 7.60%
Senior Notes, Series 2009B, due May 28, 2021 (Filed as Exhibit
10.1 to the Companys Form 8-K filed June 3, 2009)*10.82
    
    Purchase Agreement, dated as of August 11, 2009, by and among
Ralcorp Holdings, Inc., the Guarantors named therein, and J.P.
Morgan Securities Inc. and Banc of America Securities LLC, as
representatives of the initial purchasers (Filed as Exhibit 10.1
to the Companys form 8-K filed August 17, 2009)21
    
    Subsidiaries of the Company23
    
    Consent of PricewaterhouseCoopers LLP
 67




---



##### Table of Contents



ExhibitNumber
    
    Description of Exhibit24
    
    Power of Attorney (Included under Signatures)31.1
    
    Certification of Kevin J. Hunt pursuant to Rule 13a-14(a), as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002, dated November 30, 200931.2
    
    Certification of David P. Skarie pursuant to Rule 13a-14(a), as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002, dated November, 200931.3
    
    Certification of Thomas G. Granneman pursuant to Rule 13a-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, dated November 30, 200932
    
    Certification of Kevin J. Hunt, David P. Skarie and Thomas G. Granneman, pursuant to 18
U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
dated November 30, 2009
 
 *
    
    Incorporated by reference 68