Edgar Filing: RALCORP HOLDINGS INC /MO

form10q033109.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

(X)	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2009.

( )	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO ____________.

Commission file number: 1-12619

Ralcorp Holdings, Inc.

(Exact name of registrant as specified in its charter)

Missouri		43-1766315
(State of Incorporation)		(I.R.S. Employer
		Identification No.)

800 Market Street, Suite 2900
St. Louis, MO		63101
(Address of principal		(Zip Code)
Executive offices)

(314) 877-7000

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (X) No ( )

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes ( ) No ( )

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer (X)

Accelerated filer ( )

Non-accelerated filer ( )

Smaller reporting company ( )

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ( ) No (X)

Number of shares of Common Stock, $.01 par value, outstanding as of May 6, 2009: 56,569,859

RALCORP HOLDINGS, INC.

INDEX

		PAGE
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Condensed Consolidated Statements of Earnings	1

	Condensed Consolidated Statements of Comprehensive Income	1

	Condensed Consolidated Balance Sheets	2

	Condensed Consolidated Statements of Cash Flows	3

	Notes to Condensed Consolidated Financial Statements	4

Item 2.	Management’s Discussion and Analysis of Financial
	Condition and Results of Operations	14

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21

Item 4.	Controls and Procedures	22

PART II.	OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23

Item 4.	Submission of Matters to a Vote of Security Holders	23

Item 6.	Exhibits	24

SIGNATURES		24

(i)

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

RALCORP HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)

(Dollars in millions except per share data)

	Three Months Ended						Six Months Ended
	March 31,						March 31,
	2009			2008			2009			2008

Net Sales	$	946.5		$	641.6		$	1,914.7		$	1,292.3
Cost of products sold		(687.1	)		(539.0	)		(1,409.0	)		(1,076.3	)
Gross Profit		259.4			102.6			505.7			216.0
Selling, general and administrative expenses		(156.7	)		(66.2	)		(304.1	)		(135.5	)
Interest expense, net		(23.6	)		(11.0	)		(49.9	)		(22.5	)
Gain on forward sale contracts		19.6			24.5			42.1			62.3
Gain on sale of securities		-			-			15.8			-
Restructuring charges		(.2	)		(.7	)		(.3	)		(1.4	)
Earnings before Income Taxes
and Equity Earnings		98.5			49.2			209.3			118.9
Income taxes		(35.3	)		(17.4	)		(76.5	)		(41.9	)
Earnings before Equity Earnings		63.2			31.8			132.8			77.0
Equity in earnings of Vail Resorts, Inc.,
net of related deferred income taxes		7.0			6.7			2.9			3.9
Net Earnings	$	70.2		$	38.5		$	135.7		$	80.9

Earnings per Share
Basic	$	1.25		$	1.51		$	2.41		$	3.16
Diluted	$	1.23		$	1.46		$	2.38		$	3.08

See accompanying Notes to Condensed Consolidated Financial Statements.

RALCORP HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(Dollars in millions)

	Three Months Ended					Six Months Ended
	March 31,					March 31,
	2009		2008			2009			2008

Net Earnings	$	70.2	$	38.5		$	135.7		$	80.9
Other comprehensive income (loss)		3.6		(16.1	)		(41.3	)		(11.7	)
Comprehensive Income	$	73.8	$	22.4		$	94.4		$	69.2

See accompanying Notes to Condensed Consolidated Financial Statements.

RALCORP HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(Dollars in millions)

	March 31,			Sept. 30,
	2009			2008

Assets
Current Assets
Cash and cash equivalents	$	27.9		$	14.1
Marketable securities		3.1			9.2
Investment in Ralcorp Receivables Corporation		56.1			56.5
Receivables, net		138.4			160.1
Due from Kraft Foods Inc.		81.8			49.0
Inventories		360.8			337.0
Deferred income taxes		22.6			16.5
Prepaid expenses and other current assets		11.3			5.4
Total Current Assets		702.0			647.8
Investment in Vail Resorts, Inc.		115.5			126.0
Property, Net		873.8			903.1
Goodwill		2,459.9			2,454.3
Other Intangible Assets, Net		1,186.0			1,189.5
Other Assets		19.5			23.2
Total Assets	$	5,356.7		$	5,343.9

Liabilities and Shareholders' Equity
Current Liabilities
Accounts and notes payable	$	180.5		$	204.7
Other current liabilities		277.9			187.2
Total Current Liabilities		458.4			391.9
Long-term Debt		1,576.2			1,668.8
Deferred Income Taxes		592.2			601.6
Other Liabilities		207.6			270.1
Total Liabilities		2,834.4			2,932.4
Shareholders' Equity
Common stock		.6			.6
Additional paid-in capital		1,925.1			1,919.6
Common stock in treasury, at cost		(246.4	)		(257.3	)
Retained earnings		904.6			768.9
Accumulated other comprehensive income		(61.6	)		(20.3	)
Total Shareholders' Equity		2,522.3			2,411.5
Total Liabilities and Shareholders' Equity	$	5,356.7		$	5,343.9

See accompanying Notes to Condensed Consolidated Financial Statements.

RALCORP HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Dollars in millions)

	Six Months Ended
	March 31,
	2009			2008

Cash Flows from Operating Activities
Net earnings	$	135.7		$	80.9
Adjustments to reconcile net earnings to net
cash flow provided by operating activities:
Depreciation and amortization		74.1			44.9
Stock-based compensation expense		7.0			6.0
Gain on forward sale contracts		(42.1	)		(62.3	)
Gain on sale of securities		(15.8	)		-
Equity in loss of Vail Resorts, Inc.		(4.5	)		(6.0	)
Deferred income taxes		.5			20.4
Sale of receivables, net		25.0			5.0
Other, net		(22.8	)		(25.6	)
Net Cash Provided by Operating Activities		157.1			63.3

Cash Flows from Investing Activities
Business acquisitions, net of cash acquired		(54.7	)		(4.6	)
Additions to property and intangible assets		(46.6	)		(23.7	)
Purchases of securities		(3.8	)		(10.8	)
Proceeds from sale or maturity of securities		10.0			6.8
Net Cash Used by Investing Activities		(95.1	)		(32.3	)

Cash Flows from Financing Activities
Repayments of long-term debt		(144.7	)		(39.7	)
Net borrowings under credit arrangements		107.5			26.4
Purchases of treasury stock		(1.0	)		(5.6	)
Proceeds and tax benefits from exercise of stock awards		11.6			1.3
Changes in book cash overdrafts		(20.4	)		(7.4	)
Other, net		(.1	)		.1
Net Cash Used by Financing Activities		(47.1	)		(24.9	)

Effect of Exchange Rate Changes on Cash		(1.1	)		(.3	)

Net Increase in Cash and Cash Equivalents		13.8			5.8
Cash and Cash Equivalents, Beginning of Period		14.1			9.9
Cash and Cash Equivalents, End of Period	$	27.9		$	15.7

See accompanying Notes to Condensed Consolidated Financial Statements.

RALCORP HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Dollars in millions except per share data)

NOTE 1 – PRESENTATION OF CONDENSED FINANCIAL STATEMENTS

The accompanying unaudited historical financial statements of Ralcorp Holdings, Inc. (“Ralcorp” or the “Company”) have been prepared in accordance with the instructions for Form 10-Q and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. These interim financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the periods presented. All such adjustments are of a normal recurring nature. Certain amounts for prior periods have been reclassified to conform to the current period’s presentation, including segment information. Operating results for the periods presented are not necessarily indicative of the results for the full year. These statements should be read in conjunction with the financial statements and notes included in the Company's Amendment No. 1 to its Annual Report on Form 10-K for the year ended September 30, 2008, filed on December 11, 2008. The significant accounting policies for the accompanying financial statements are the same as disclosed in that Annual Report, except that the Company adopted Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities,” (FAS 161) as of January 1, 2009 and Statement of Financial Accounting Standards No. 157, “Fair Value Measurements,” (FAS 157) as of October 1, 2008 to the extent required (see Notes 2 and 3). The financial statements are presented on a consolidated basis and include the accounts of Ralcorp and its majority-owned subsidiaries, except Ralcorp Receivables Corporation (see Note 8).

NOTE 2 – DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING

In the ordinary course of business, the Company is exposed to commodity price risks relating to the acquisition of raw materials and supplies, interest rate risks relating to debt, and foreign currency exchange rate risks relating to our Canadian subsidiaries. Authorized individuals within the Company may utilize derivative financial instruments, including (but not limited to) futures contracts, option contracts, forward contracts and swaps, to manage certain of these exposures by hedging when it is practical to do so. The terms of these instruments generally do not exceed eighteen months for commodities, five years for interest rates, and two years for foreign currency. The Company is not permitted to engage in speculative or leveraged transactions and will not hold or issue financial instruments for trading purposes.

As of March 31, 2008, the Company’s derivative instruments consisted of cash flow hedges on ingredient and fuel purchases (options, futures, and swaps); variable interest payments (interest rate swap); and receipts of foreign currency-denominated accounts receivable (foreign exchange forwards). The Company hedges approximately 65% to 90% of our annual needs related to oats, wheat, corn, soy oil, natural gas, and diesel fuel. Floating rate notes totaling $100.0 are swapped to fixed at 4.76% through December 2009. At March 31, 2009, the Company held foreign exchange forward contracts with a total notional amount of $72.0. The Company has also entered into forward sale agreements relating to 4.1 million of its shares of Vail Resorts, Inc. common stock which are not designated as hedging instruments (see Note 13).

The following table shows the fair value and Balance Sheet location of the Company’s derivative instruments as of March 31, 2009, segregated based on whether they were designated as hedging instruments under Statement 133.

		Fair
	Balance Sheet Location	Value
Derivatives Designated
Liability Derivatives:
Commodity contracts	Other current liabilities	$	14.7
Foreign exchange contracts	Other current liabilities		3.8
Interest rate contracts	Other current liabilities		2.1
			20.6
Asset Derivatives:
Commodity contracts	Prepaid expenses and other current assets		5.1
Total Derivatives Designated		$	25.7

Derivatives Not Designated
Liability Derivatives:
Equity contracts - current	Other current liabilities	$	19.7
Equity contracts - noncurrent	Other Liabilities		53.2
Total Derivatives Not Designated		$	72.9

The following tables illustrate the effect of the Company’s derivative instruments on the Statement of Earnings for the three and six months ended March 31, 2009.

Derivatives in Statement 133	Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)						Gain or (Loss) Reclassified from AOCI into Income (Effective Portion)							Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
Cash Flow Hedging	Three			Six				Three			Six				Three			Six
Relationships	Months			Months			Location	Months			Months			Location	Months			Months
Commodity contracts	$	(10.2	)	$	(37.3	)	Cost of products sold	$	(17.0	)	$	(20.3	)	Cost of products sold	$	(.2	)	$	(.9	)
Foreign exchange contracts		(2.0	)		(6.5	)	SG&A		(1.9	)		(3.9	)	SG&A		-			-
Interest rate contracts		-			(1.8	)	Interest expense, net		(.5	)		(.8	)	Interest expense, net		-			.1
	$	(12.2	)	$	(45.6	)		$	(19.4	)	$	(25.0	)		$	(.2	)	$	(.8	)

		Amount of Gain or (Loss) Recognized
		in Income on Derivative
Derivatives Not Designated	Location of Gain of (Loss)	Three Months		Six Months
as Hedging Instruments	Recognized in Income	Ended		Ended
Under Statement 133	on Derivative	March 31, 2009		March 31, 2009
Equity contracts	Gain on forward sale contracts	$	19.6	$	42.1

Certain of the Company’s derivative instruments contain provisions that require the Company to post collateral when the derivatives in liability positions exceed a specified threshold. In addition, the Company has pledged its shares of Vail common stock subject to forward sale contracts as collateral (see Note 13). The aggregate fair value of all derivative instruments with credit-risk-related contingent features that are in a liability position on March 31, 2009 is $14.7 for which the Company has posted collateral of $3.7.

NOTE 3 – FAIR VALUE MEASUREMENTS

The Company adopted FAS 157 on October 1, 2008, which among other things, requires enhanced disclosures about assets and liabilities measured at fair value. This adoption was limited to financial assets and liabilities.

FAS 157 includes a fair value hierarchy that is intended to increase consistency and comparability in fair value measurements and related disclosures. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market

participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon their own market assumptions.

The fair value hierarchy consists of the following three levels:

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.

The following table represents the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2009 and the basis for that measurement:

	Total		Level 1		Level 2		Level 3
Assets
Marketable securities	$	3.1	$	3.1	$	-	$	-
Derivative assets		5.1		-		5.1		-
Deferred compensation investment		15.6		-		15.6		-
	$	23.8	$	3.1	$	20.7	$	-
Liabilities
Derivative liabilities	$	93.5	$	-	$	20.6	$	72.9
Deferred compensation liabilities		23.7		-		23.7		-
	$	117.2	$	-	$	44.3	$	72.9

The Company’s marketable securities consist of U.S. Treasury Bills, and fair value is measured using the market approach based on quoted prices. The Company utilizes the income approach to measure fair value for its derivative assets and liabilities (which include commodity options and swaps, an interest rate swap, foreign currency forward contracts, and forward sale contracts). The income approach uses pricing models that rely on market observable inputs such as yield curves, currency exchange rates, and forward prices. For the forward sale contracts related to Ralcorp’s shares of Vail Resorts, Inc. (see Note 13), the Black-Scholes option valuation model is used, which includes an unobservable assumption of estimated future stock price volatility. The gains or losses on the forward sale contracts are shown separately on the statement of earnings. The fair value of the deferred compensation investment is invested primarily in mutual funds and is measured using the market approach. This investment is in the same funds and purchased in substantially the same amounts as the participants’ selected investment options (excluding Ralcorp common stock equivalents), which represent the underlying liabilities to participants in the Company’s deferred compensation plans. Deferred compensation liabilities are recorded at amounts due to participants in cash, based on the fair value of participants’ selected investment options (excluding certain Ralcorp common stock equivalents to be distributed in shares) using the market approach.

NOTE 4 – ACQUISITIONS

On March 20, 2009, the Company acquired Harvest Manor Farms, LLC, a leading manufacturer of high quality private label and Hoody's branded snack nuts with annual net sales of approximately $180 million. Harvest Manor Farms operates facilities in El Paso, TX and is now part of Ralcorp’s Snacks segment. Based on a preliminary allocation of the total acquisition cost to assets acquired and liabilities assumed, including an estimate of intangible assets totaling $16.0 with an estimated weighted average life of 8 years, the Company recorded $16.1 of goodwill as of March 31, 2009. The allocation is subject to change pending the completion of analyses necessary to determine the fair values of certain assets and liabilities (including property, intangible assets, and deferred tax items).

On August 4, 2008, the Company acquired Post Foods from Kraft Foods Inc. Post Foods, which is included in the Cereals segment, is the third-largest branded ready-to-eat cereal manufacturer in the U.S.

Ralcorp’s consolidated financial statements include the results of operations for these acquisitions since their respective acquisition dates. The following pro forma information discloses Ralcorp’s results of operations as

though these business combinations had been completed as of October 1, 2007, and as though all purchase price adjustments had been finalized on that date. These pro forma results do not necessarily reflect the actual results of operations that would have been achieved, nor are they necessarily indicative of future results of operations.

	Three Months Ended				Six Months Ended
	March 31,				March 31,
	2009		2008		2009		2008
Net sales	$	978.7	$	946.3	$	2,001.4	$	1,896.8
Net earnings		70.9		59.4		139.1		122.8
Basic earnings per share		1.26		1.06		2.47		2.18
Diluted earnings per share		1.24		1.04		2.44		2.16

NOTE 5 – RESTRUCTURING CHARGES

In October 2007, the Company announced plans to close its plant in Billerica, MA, and transfer the production to other facilities within the Snack Nuts & Candy segment. The closure was substantially completed during fiscal 2008. For the quarter and six months ended March 31, 2008, restructuring charges for this project consisted of $.4 and $.9, respectively, which included employee termination benefits for approximately 90 employees and a write-off of abandoned property.

Restructuring charges for the three months ended March 31, 2009 and 2008, also included residual costs totaling $.2 and $.3, respectively ($.3 and $.5 for the corresponding six month periods), related to the closure of the Frozen Bakery Products plant in Blue Island, IL, which was substantially completed in fiscal 2007.

NOTE 6 – PENSION AND OTHER POSTRETIREMENT BENEFITS

The Company sponsors qualified and supplemental noncontributory defined benefit pension plans and other postretirement benefit plans for certain of its employees. The following table provides the components of net periodic benefit cost for the plans.

	Three Months Ended						Six Months Ended
	March 31,						March 31,
	2009			2008			2009			2008
Pension Benefits
Service cost	$	1.2		$	.5		$	2.4		$	1.1
Interest cost		3.1			2.8			6.2			5.6
Expected return on plan assets		(3.8	)		(3.8	)		(7.6	)		(7.5	)
Amortization of net loss		.1			-			.1			-
Amortization of unrecognized prior service cost		.1			.7			.2			1.3
Net periodic benefit cost	$	.7		$	.2		$	1.3		$	.5

Other Benefits
Service cost	$	.8		$	-		$	1.5		$	-
Interest cost		1.4			.4			2.9			.7
Amortization of unrecognized net loss		-			-			-			.1
Net periodic benefit cost	$	2.2		$	.4		$	4.4		$	.8

NOTE 7 – EARNINGS PER SHARE

The weighted-average shares outstanding for basic and diluted earnings per share were as follows (in thousands):

	Three Months Ended				Six Months Ended
	March 31,				March 31,
	2009		2008		2009		2008

Weighted Average Shares
for Basic Earnings per Share		56,108		25,466		56,078		25,468
Dilutive effect of:
Stock options		416		551		479		560
Stock appreciation rights		134		70		145		70
Restricted stock awards		266		90		206		87
Weighted Average Shares
for Diluted Earnings per Share		56,924		26,177		56,908		26,185

During the three and six months ended March 31, 2009, 435,000 stock appreciation rights at $56.56 per share, 538,000 stock appreciation rights at $66.07 per share, and 25,000 stock appreciation rights at $65.45 per share were outstanding and could potentially dilute basic earnings per share in the future, but were not included in the computation of diluted earnings per share for the period because they were antidilutive.

NOTE 8 – SALE OF RECEIVABLES

The Company has an agreement to sell, on an ongoing basis, all of the trade accounts receivable of certain of its subsidiaries to a wholly owned, bankruptcy-remote subsidiary named Ralcorp Receivables Corporation (RRC). The accounts receivable of the Post Foods, Western Waffles, Cottage Bakery, Medallion and Bloomfield businesses have not been incorporated into the agreement and are not currently being sold to RRC. RRC can in turn sell up to $75.0 of ownership interests in qualifying receivables to a bank commercial paper conduit. RRC is a qualifying special purpose entity under FAS 140, and the sale of Ralcorp receivables to RRC is considered a true sale for accounting, tax and legal purposes. As of March 31, 2009 and September 30, 2008, the outstanding balance of receivables sold to RRC (net of an allowance for doubtful accounts based on historical losses and the economic status of customers) was $131.1 and $106.5, respectively, and proceeds received from the conduit were $75.0 and $50.0, respectively, resulting in a subordinated retained interest of $56.1 and $56.5, respectively, reflected on the Company’s consolidated balance sheet as an “Investment in Ralcorp Receivables Corporation.” The Company continues to service the receivables (with no significant servicing assets or liabilities) and remits collections to RRC, who remits the appropriate portion to the conduit, as part of a monthly net settlement including the sale of an additional month of receivables. Cash received from or paid to the conduit is included in net cash flows from operating activities. RRC maintains the risk of credit losses up to the amount of its subordinated retained interest. The investment in RRC is stated at carrying value, which approximates fair value. Discounts related to the sale of receivables (based on contractual rates) totaled $.1 and $.5 in the three months ended March 31, 2009 and 2008, respectively ($.5 and $1.2 for the corresponding six month periods), and are included on the statement of earnings in selling, general and administrative expenses.

NOTE 9 – INVENTORIES consisted of:

	March 31,			Sept. 30,
	2009			2008
Raw materials and supplies	$	152.6		$	135.2
Finished products		212.9			204.4
		365.5			339.6
Allowance for obsolete inventory		(4.7	)		(2.6	)
	$	360.8		$	337.0

NOTE 10 – PROPERTY, NET consisted of:

	March 31,			Sept. 30,
	2009			2008
Property at cost	$	1,371.6		$	1,350.3
Accumulated depreciation		(497.8	)		(447.2	)
	$	873.8		$	903.1

NOTE 11 – OTHER INTANGIBLE ASSETS, NET consisted of:

	March 31,			Sept. 30,
	2009			2008
Computer software	$	48.2		$	34.7
Customer relationships		419.8			422.2
Trademarks		812.9			808.4
Other		13.1			13.1
		1,294.0			1,278.4
Accumulated amortization		(108.0	)		(88.9	)
	$	1,186.0		$	1,189.5

Amortization expense related to intangible assets was:

	Three Months Ended				Six Months Ended
	March 31,				March 31,
	2009		2008		2009		2008
Computer software	$	1.1	$	1.0	$	2.2	$	2.0
Customer relationships		5.0		4.1		10.5		9.3
Trademarks		3.2		.4		6.3		.7
Other		.5		.5		.9		1.1
	$	9.8	$	6.0	$	19.9	$	13.1

For the intangible assets recorded as of March 31, 2009, total amortization expense of $40.5, $38.5, $36.1, $35.8, and $34.7 is scheduled for fiscal 2009, 2010, 2011, 2012, and 2013, respectively.

NOTE 12 – LONG-TERM DEBT consisted of:

	March 31, 2009					September 30, 2008
	Balance			Rate		Balance		Rate
Fixed 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			1.70%		50.0		3.26%
Floating Rate Senior Notes, Series H		50.0			1.70%		50.0		3.26%
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 Notes maturing 2018		577.5			7.29%		577.5		7.29%
Floating Rate Notes maturing 2018		20.0			3.77%		20.0		5.33%
Fixed Rate Notes maturing 2020		67.0			7.39%		67.0		7.39%
Term Loan A-1		-			N/A		100.0		4.19%
Term Loan A-2		195.0			1.81%		200.0		4.16%
Industrial Development Revenue Bond		5.6			0.95%		5.6		6.80%
$400 Revolving Credit Agreement		129.6			2.07%		7.0		4.50%
Uncommitted credit arrangements		-			N/A		15.0		8.25%
Other		.2		Various			.4	Various
		1,631.5					1,668.8
Less: Current portion		(55.3	)				-
	$	1,576.2				$	1,668.8

Approximately $164.7 of the debt outstanding at September 30, 2008 was required to be repaid in fiscal 2009 but was classified as long-term based upon management’s intent and ability to refinance it on a long-term basis. As of March 31, 2009, management expects to reduce debt as scheduled over the next twelve months, so the current portion has been classified in “Other current liabilities” on the consolidated balance sheet.

NOTE 13 – FORWARD SALE CONTRACTS

Between December 31, 2005 and December 31, 2006, Ralcorp entered into three forward sale contracts relating to 4.95 million shares of its Vail common stock. Under the contracts, at the maturity dates the Company can deliver a variable number of shares of Vail stock (or cash) to the counterparty. The calculation of the number of shares ultimately delivered will depend on the price of Vail shares at settlement and includes a price collar. Ralcorp received cash under the discounted advance payment feature of the contracts, and amortization of the discounts (which totaled $1.8 and $2.2 for the quarters ended March 31, 2009 and 2008, respectively, and $3.9 and $4.3 for the 6 months ended March 31, 2009 and 2008, respectively) is included in “Interest expense, net” on the statement of earnings. On November 21, 2008, the first tranche of the initial contract was settled and Ralcorp delivered 890,000 shares. At March 31, 2009, the fair value of the contracts was $72.9, of which $19.7 was included in “Other current liabilities” and $53.2 was included in “Other Liabilities” on the balance sheet. The components of the total liability are shown in the following table.

	Value of			Accumulated			Total
	Advance			Gain on			Contract
	Proceeds			Derivative			Liability
Advance proceeds received	$	140.0		$	-		$	140.0
Amortization of discount		20.7			-			20.7
Gain on derivative component		-			(15.7	)		(15.7	)
Balance at September 30, 2008	$	160.7		$	(15.7	)	$	145.0
Amortization of discount		3.9			-			3.9
Gain on derivative component		-			(45.2	)		(45.2	)
Contract settlement		(30.8	)		-			(30.8	)
Balance at March 31, 2009