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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Missouri
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45-3355106
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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2503 S. Hanley Road
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St. Louis
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Missouri
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63144
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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POST
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New York Stock Exchange
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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PART I
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PART II
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PART III
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PART IV
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•
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our high leverage, our ability to obtain additional financing (including both secured and unsecured debt) and our ability to service our outstanding debt (including covenants that restrict the operation of our business);
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•
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our ability to continue to compete in our product categories and our ability to retain our market position and favorable perceptions of our brands;
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•
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our ability to anticipate and respond to changes in consumer and customer preferences and trends and introduce new products;
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•
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our ability to identify, complete and integrate acquisitions and manage our growth;
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•
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our ability to promptly and effectively realize the strategic and financial benefits expected as a result of the initial public offering of a minority interest in our BellRing Brands business, which consists of our historical Active Nutrition business, and certain other transactions completed in connection with the initial public offering;
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•
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our ability to promptly and effectively realize the expected synergies of our acquisition of Bob Evans Farms, Inc. (“Bob Evans”) within the expected timeframe or at all;
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•
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our ability and timing to close the proposed acquisition of the private label ready-to-eat cereal business of TreeHouse Foods, Inc.;
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•
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higher freight costs, significant volatility in the costs or availability of certain commodities (including raw materials and packaging used to manufacture our products) or higher energy costs;
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•
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impairment in the carrying value of goodwill or other intangibles;
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•
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our ability to successfully implement business strategies to reduce costs;
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•
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allegations that our products cause injury or illness, product recalls and withdrawals and product liability claims and other litigation;
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•
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legal and regulatory factors, such as compliance with existing laws and regulations and changes to, and new, laws and regulations affecting our business, including current and future laws and regulations regarding food safety, advertising and labeling and animal feeding and housing operations;
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•
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the loss of, a significant reduction of purchases by or the bankruptcy of a major customer;
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•
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consolidations in the retail and foodservice distribution channels;
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•
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the ultimate impact litigation or other regulatory matters may have on us;
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•
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disruptions or inefficiencies in the supply chain, including as a result of our reliance on third party suppliers or manufacturers for the manufacturing of many of our products, changes in weather conditions, natural disasters, agricultural diseases and pests and other events beyond our control;
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•
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our ability to successfully collaborate with the private equity firm Thomas H. Lee Partners, L.P., whose affiliates invested with us in 8th Avenue Food & Provisions, Inc. (“8th Avenue”);
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•
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costs associated with Bob Evans’s obligations in connection with the sale and separation of its restaurants business in April 2017, which occurred prior to our acquisition of Bob Evans, including certain indemnification obligations under the restaurants sale agreement and Bob Evans’s payment and performance obligations as a guarantor for certain leases;
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•
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the ability of our and our customers’ private brand products to compete with nationally branded products;
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•
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risks associated with our international business;
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•
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changes in economic conditions, disruptions in the United States and global capital and credit markets, changes in interest rates and fluctuations in foreign currency exchange rates;
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•
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the impact of the United Kingdom’s exit from the European Union (commonly known as “Brexit”) on us and our operations;
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•
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costs, business disruptions and reputational damage associated with information technology failures, cybersecurity incidents or information security breaches;
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•
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changes in estimates in critical accounting judgments;
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•
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our ability to protect our intellectual property and other assets;
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•
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loss of key employees, labor strikes, work stoppages or unionization efforts;
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•
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losses or increased funding and expenses related to our qualified pension or other postretirement plans;
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•
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significant differences in our, 8th Avenue’s and BellRing Brands, Inc.’s actual operating results from our guidance regarding our and 8th Avenue’s future performance and BellRing Brands, Inc.’s guidance regarding its future performance;
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•
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our ability to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002; and
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•
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other risks and uncertainties included under “Risk Factors” in Item 1A of this report.
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•
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Post Consumer Brands: Includes branded and private label ready-to-eat (“RTE”) cereal operations of Post Foods, LLC, MOM Brands Company (“MOM Brands”), which Post acquired in May 2015, and Weetabix North America (“Weetabix NA”), which Post acquired as part of its acquisition of Latimer Newco 2 Limited, a company registered in England and Wales (“Latimer”), and all of Latimer’s direct and indirect subsidiaries at the time of acquisition, including Weetabix Limited (collectively, the “Weetabix Group”), in July 2017;
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•
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Weetabix: Includes the businesses of Weetabix Limited and its direct subsidiaries, which produce and distribute branded and private label RTE cereal, hot cereals and other cereal-based food products, breakfast drinks and muesli primarily outside of North America, which Post acquired as part of its acquisition of the Weetabix Group in July 2017;
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•
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Foodservice: Includes primarily egg and potato products in the foodservice and food ingredient channels from the businesses of MFI Holding Corporation (“Michael Foods”), which Post acquired in June 2014, Willamette Egg Farms (“Willamette”), which Post acquired in October 2015, National Pasteurized Eggs, Inc. (“NPE”), which Post acquired in October 2016, and Bob Evans Farms, Inc. (“Bob Evans”), which Post acquired in January 2018;
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•
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Refrigerated Retail: Includes refrigerated retail products, inclusive of side dishes, eggs and egg, cheese and sausage products, from the businesses of Michael Foods, Willamette, NPE and Bob Evans; and
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•
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BellRing Brands (historically referred to as Active Nutrition): Provides products in the convenient nutrition category, including ready-to-drink (“RTD”) protein shakes, other RTD beverages, powders, nutrition bars and supplements, from the businesses of Premier Nutrition Company, LLC (formerly Premier Nutrition Corporation), which Post acquired in September 2013, Dymatize Enterprises, LLC (“Dymatize”), which Post acquired in February 2014, and the PowerBar brand, which Post acquired in October 2014, and includes Active Nutrition International GmbH, which manufactures and sells convenient nutrition products in certain international markets.
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•
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employees may voluntarily or involuntarily separate employment from us or the acquired businesses because of the acquisitions;
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•
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our management may have its attention diverted while trying to integrate the acquired businesses;
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•
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we may encounter obstacles when incorporating the acquired businesses into our operations and management, including integrating or separating personnel, financial systems, operating procedures, regulatory compliance programs, technology, networks and other assets in a seamless manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies;
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•
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differences in business backgrounds, corporate cultures and management philosophies;
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•
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integration may be more costly, more time-consuming and more complex or less effective than anticipated;
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•
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inability to maintain uniform standards, controls and procedures; and
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•
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we may discover previously undetected operational or other issues, such as fraud.
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•
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restrictions on the transfer of funds to and from foreign countries, including potentially negative tax consequences;
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•
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unfavorable changes in tariffs, quotas, trade barriers or other export or import restrictions;
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•
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unfavorable foreign exchange controls and currency exchange rates;
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•
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increased exposure to general market and economic conditions outside of the United States;
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•
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political and economic uncertainty and volatility;
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•
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the potential for substantial penalties and litigation related to violations of a wide variety of laws, treaties and regulations, including anti-corruption regulations (including the United States Foreign Corrupt Practices Act and the U.K. Bribery Act) and privacy laws and regulations (including the E.U.’s General Data Protection Regulation, which applies to certain of our businesses);
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•
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the difficulty and costs of designing and implementing an effective control environment across diverse regions and employee bases;
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•
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the difficulty and costs of maintaining effective data security; and
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•
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unfavorable and/or changing foreign tax treaties and policies.
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•
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limit our ability to obtain additional financing in the future for working capital, for capital expenditures, for acquisitions, to fund growth or for general corporate purposes, even when necessary to maintain adequate liquidity, particularly if any ratings assigned to our debt securities by rating organizations were revised downward;
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•
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make it more difficult for us to satisfy our obligations under the terms of our financing arrangements;
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•
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trigger limitations on our ability to deduct interest paid on such indebtedness;
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•
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limit our ability to refinance our indebtedness on terms acceptable to us or at all;
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•
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limit our flexibility to plan for and to adjust to changing business and market conditions in the industries in which we operate and increase our vulnerability to general adverse economic and industry conditions;
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•
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require us to dedicate a substantial portion of our cash flow from operations to make interest and principal payments on our debt, thereby limiting the availability of our cash flow to fund future investments, capital expenditures, working capital, business activities and other general corporate requirements;
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•
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increase our vulnerability to adverse economic or industry conditions; and
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•
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subject us to higher levels of indebtedness than our competitors, which may cause a competitive disadvantage and may reduce our flexibility in responding to increased competition.
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•
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borrow money or guarantee debt;
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•
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create liens;
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•
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pay dividends on or redeem or repurchase stock or other securities;
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•
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make investments and acquisitions;
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•
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enter into or permit to exist contractual limits on the ability of our subsidiaries to pay dividends to us;
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•
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enter into new lines of business;
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•
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enter into transactions with affiliates; and
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•
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sell assets or merge with other companies.
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•
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sales of assets;
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•
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sales of equity;
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•
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reduction or delay of capital expenditures, strategic acquisitions, investments and alliances; or
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•
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negotiations with our lenders to restructure the applicable debt.
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•
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the Board of Directors is divided into three classes with staggered terms;
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•
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the Board of Directors fixes the number of members on the Board;
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•
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elimination of the rights of our shareholders to act by written consent (except when such consent is unanimous) and to call shareholder meetings;
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•
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rules regarding how shareholders may present proposals or nominate directors for election at shareholder meetings;
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•
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the right of our Board of Directors to issue preferred stock without shareholder approval;
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•
|
supermajority vote requirements for certain amendments to our articles of incorporation and bylaws;
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•
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anti-takeover provisions of Missouri law which may prevent us from engaging in a business combination with an interested shareholder, or which may deter third parties from acquiring amounts of our common stock above certain thresholds; and
|
•
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limitations on the right of shareholders to remove directors.
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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Period
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Total Number of Shares Purchased
|
Average Price Paid per Share (a)
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b)
|
Approximate Dollar Value of Shares that may yet be Purchased Under the Plans or Programs (a) (b)
|
||
July 1, 2019 - July 31, 2019
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21,023
|
|
$104.81
|
21,023
|
|
$217,188,057
|
August 1, 2019 - August 31, 2019
|
1,721,679
|
|
$97.49
|
1,721,679
|
|
$49,348,287
|
September 1, 2019 - September 30, 2019
|
684,867
|
|
$105.27
|
684,867
|
|
$338,514,852
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Total
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2,427,569
|
|
$99.75
|
2,427,569
|
|
$338,514,852
|
(a)
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Does not include broker’s commissions.
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(b)
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On May 2, 2018, our Board of Directors authorized the Company to repurchase up to $350,000,000 of shares of our common stock. The authorization had an expiration date of May 7, 2020. However, on September 4, 2019, our Board of Directors terminated the authorization effective September 4, 2019 and approved a new authorization to repurchase up to $400,000,000 of shares of our common stock to begin on September 4, 2019. As of September 4, 2019, the approximate dollar value of shares that could yet be repurchased under the prior authorization was $38,736,776. The table discloses the approximate dollar value of shares that may yet be repurchased under the new authorization as of September 30, 2019.
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|
Post ($)
|
|
Russell 1000 Index ($)
|
|
Peer
Group ($)
|
|||
9/30/2014
|
100.00
|
|
|
100.00
|
|
|
100.00
|
|
9/30/2015
|
178.12
|
|
|
97.45
|
|
|
107.90
|
|
9/30/2016
|
232.58
|
|
|
109.65
|
|
|
107.11
|
|
9/29/2017
|
266.03
|
|
|
127.40
|
|
|
121.54
|
|
9/28/2018
|
295.48
|
|
|
147.25
|
|
|
116.43
|
|
9/30/2019
|
318.99
|
|
|
149.96
|
|
|
136.43
|
|
|
|
Year Ended September 30,
|
||||||||||||||||||
(dollars in millions, except per share data)
|
|
2019 (a)
|
|
2018 (a)
|
|
2017 (a)
|
|
2016 (a)
|
|
2015 (a)
|
||||||||||
Statements of Operations Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales (b)
|
|
$
|
5,681.1
|
|
|
$
|
6,257.2
|
|
|
$
|
5,225.8
|
|
|
$
|
5,026.8
|
|
|
$
|
4,648.2
|
|
Cost of goods sold (c)
|
|
3,889.0
|
|
|
4,403.2
|
|
|
3,655.0
|
|
|
3,476.3
|
|
|
3,468.2
|
|
|||||
Gross profit
|
|
1,792.1
|
|
|
1,854.0
|
|
|
1,570.8
|
|
|
1,550.5
|
|
|
1,180.0
|
|
|||||
Selling, general and administrative expenses (b)(c)
|
|
911.6
|
|
|
976.4
|
|
|
867.7
|
|
|
839.7
|
|
|
734.1
|
|
|||||
Amortization of intangible assets
|
|
161.3
|
|
|
177.4
|
|
|
159.1
|
|
|
152.6
|
|
|
141.7
|
|
|||||
Gain on sale of business (d)
|
|
(126.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Impairment of goodwill and other intangible assets (e)
|
|
63.3
|
|
|
124.9
|
|
|
26.5
|
|
|
—
|
|
|
60.8
|
|
|||||
Other operating expenses, net
|
|
1.5
|
|
|
1.8
|
|
|
0.8
|
|
|
9.4
|
|
|
25.1
|
|
|||||
Operating profit
|
|
781.0
|
|
|
573.5
|
|
|
516.7
|
|
|
548.8
|
|
|
218.3
|
|
|||||
Interest expense, net
|
|
322.4
|
|
|
387.3
|
|
|
314.8
|
|
|
306.5
|
|
|
257.5
|
|
|||||
Loss on extinguishment of debt, net (f)
|
|
6.1
|
|
|
31.1
|
|
|
222.9
|
|
|
86.4
|
|
|
30.0
|
|
|||||
Expense (income) on swaps, net (g)
|
|
306.6
|
|
|
(95.6
|
)
|
|
(91.8
|
)
|
|
182.9
|
|
|
92.5
|
|
|||||
Other (income) expense, net (c)
|
|
(13.2
|
)
|
|
(14.0
|
)
|
|
(3.6
|
)
|
|
3.1
|
|
|
5.6
|
|
|||||
Earnings (loss) before income taxes and equity method loss
|
|
159.1
|
|
|
264.7
|
|
|
74.4
|
|
|
(30.1
|
)
|
|
(167.3
|
)
|
|||||
Income tax (benefit) expense (h)
|
|
(3.9
|
)
|
|
(204.0
|
)
|
|
26.1
|
|
|
(26.8
|
)
|
|
(52.0
|
)
|
|||||
Equity method loss, net of tax (i)
|
|
37.0
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net earnings (loss) including noncontrolling interest
|
|
126.0
|
|
|
468.4
|
|
|
48.3
|
|
|
(3.3
|
)
|
|
(115.3
|
)
|
|||||
Less: Net earnings attributable to noncontrolling interest (i)
|
|
1.3
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net earnings (loss)
|
|
124.7
|
|
|
467.3
|
|
|
48.3
|
|
|
(3.3
|
)
|
|
(115.3
|
)
|
|||||
Less: Preferred stock dividends
|
|
3.0
|
|
|
10.0
|
|
|
13.5
|
|
|
25.1
|
|
|
17.0
|
|
|||||
Net earnings (loss) available to common shareholders
|
|
$
|
121.7
|
|
|
$
|
457.3
|
|
|
$
|
34.8
|
|
|
$
|
(28.4
|
)
|
|
$
|
(132.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (Loss) Per Share
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Basic
|
|
$
|
1.72
|
|
|
$
|
6.87
|
|
|
$
|
0.51
|
|
|
$
|
(0.41
|
)
|
|
$
|
(2.33
|
)
|
Diluted
|
|
$
|
1.66
|
|
|
$
|
6.16
|
|
|
$
|
0.50
|
|
|
$
|
(0.41
|
)
|
|
$
|
(2.33
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Statements of Cash Flows Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
|
$
|
379.6
|
|
|
$
|
398.4
|
|
|
$
|
323.1
|
|
|
$
|
302.8
|
|
|
$
|
272.8
|
|
Cash provided (used) by:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities (j)
|
|
$
|
688.0
|
|
|
$
|
718.6
|
|
|
$
|
386.7
|
|
|
$
|
502.4
|
|
|
$
|
457.7
|
|
Investing activities (j)
|
|
26.7
|
|
|
(1,675.6
|
)
|
|
(2,095.0
|
)
|
|
(206.5
|
)
|
|
(1,320.8
|
)
|
|||||
Financing activities
|
|
(652.4
|
)
|
|
423.4
|
|
|
2,053.1
|
|
|
(4.5
|
)
|
|
1,372.4
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
1,050.7
|
|
|
$
|
989.7
|
|
|
$
|
1,525.9
|
|
|
$
|
1,143.6
|
|
|
$
|
841.4
|
|
Working capital (excluding cash, cash equivalents, restricted cash and current portion of long-term debt)
|
|
282.4
|
|
|
435.8
|
|
|
403.5
|
|
|
303.2
|
|
|
317.6
|
|
|||||
Total assets
|
|
11,951.6
|
|
|
13,057.5
|
|
|
11,876.8
|
|
|
9,360.6
|
|
|
9,163.9
|
|
|||||
Debt, including short-term portion and amounts held for sale
|
|
7,079.5
|
|
|
7,868.8
|
|
|
7,171.2
|
|
|
4,563.5
|
|
|
4,470.9
|
|
|||||
Other liabilities
|
|
456.9
|
|
|
499.3
|
|
|
327.8
|
|
|
440.3
|
|
|
290.2
|
|
|||||
Total shareholders’ equity
|
|
2,937.3
|
|
|
3,060.5
|
|
|
2,789.7
|
|
|
3,008.6
|
|
|
2,976.0
|
|
(a)
|
The data in these columns include results from acquisitions from the respective date of acquisition through September 30, 2019, as well as results from divestitures through the date of sale or deconsolidation. For more information on our fiscal 2018 and 2017 acquisitions and our fiscal 2019 divestiture, see Notes 5 and 7, respectively, within “Notes to Consolidated Financial Statements.” In fiscal 2016, the Company acquired Willamette and sold certain assets of its Michael Foods Canadian egg business. In fiscal 2015, the Company acquired the PowerBar and Musashi brands, American Blanching Company and MOM Brands, and sold the PowerBar Australia assets and the Musashi trademark.
|
(b)
|
On October 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606),” using the modified retrospective method of adoption. Therefore, “Net sales” for the year ended September 30, 2019 are presented under Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers,” and “Net sales” for the years ended September 30, 2018, 2017, 2016 and 2015 are presented under ASC Topic 605, “Revenue Recognition.” For additional information about the adoption of ASU 2014-09, see Notes 3 and 4 within “Notes to Consolidated Financial Statements.”
|
(c)
|
For information about the impact of the retrospective adoption of ASU 2017-07, “Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” on fiscal 2018 and 2017 results,
|
(d)
|
For information about “Gain on sale of business” for fiscal 2019, see Note 7 within “Notes to Consolidated Financial Statements.”
|
(e)
|
For information about “Impairment of goodwill and other intangible assets” for fiscal 2019, 2018 and 2017, see “Critical Accounting Estimates” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of this report and Notes 2 and 8 within “Notes to Consolidated Financial Statements.” In the year ended September 30, 2015, the Company recorded a goodwill impairment charge of $57.0 million related to its Active Nutrition segment, as well as impairment losses of $3.7 million and $0.1 million related to the Grape-Nuts brand and the 100% Bran brand, respectively.
|
(f)
|
For information about “Losses on extinguishment of debt, net” for fiscal 2019, 2018 and 2017, see Note 17 within “Notes to Consolidated Financial Statements.” In the year ended September 30, 2016, the Company expensed $86.4 million, which included premium and debt extinguishment costs paid and write-offs of debt issuance costs, partially offset by the write-off of unamortized debt premium. This net loss related to the early repayment of a portion of its 7.375% senior notes and the repayment of a portion of its prior term loan. In the year ended September 30, 2015, the Company expensed $30.0 million of debt issuance costs and unamortized debt discount related to the repayment of a portion its prior term loan.
|
(g)
|
For information about “Expense (income) on swaps, net” for fiscal 2019, 2018 and 2017, see Note 15 within “Notes to Consolidated Financial Statements.” In the year ended September 30, 2016, the Company recorded expense of $182.9 million related to non-cash mark-to-market adjustments and cash settlements on its interest rate swaps. In the year ended September 30, 2015, the Company recorded expense of $92.5 million related to non-cash mark-to-market adjustments on its interest rate swaps.
|
(h)
|
In fiscal 2018, the effective tax rate was impacted by the Tax Act, which was enacted on December 22, 2017. For information about “Income tax (benefit) expense,” see Note 10 within “Notes to Consolidated Financial Statements.”
|
(i)
|
For information about equity interests, see Note 9 within “Notes to Consolidated Financial Statements.”
|
(j)
|
For information about the impact of the retrospective adoption of ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash” on fiscal 2018 and 2017, see Note 3 within “Notes to Consolidated Financial Statements.” In connection with the adoption of ASU 2016-18, net cash used in investing activities increased $10.4 million and $72.1 million for the years ended September 30, 2016 and 2015, respectively. Net cash provided by operating activities for the year ended September 30, 2015 was impacted by the adoption of this ASU as a result of the reclassification of restricted cash to current assets held for sale and foreign exchange losses on restricted cash balances.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Post Consumer Brands: the North American ready-to-eat (“RTE”) cereal business;
|
•
|
Weetabix: the international (primarily the United Kingdom (the “U.K.”)) RTE cereal and muesli business;
|
•
|
Foodservice: primarily egg and potato products;
|
•
|
Refrigerated Retail: refrigerated retail products, inclusive of side dishes and egg, cheese and sausage products; and
|
•
|
Active Nutrition: ready-to-drink (“RTD”) protein shakes, other RTD beverages, powders and nutrition bars.
|
•
|
Bob Evans Farms, Inc. (“Bob Evans”), acquired January 12, 2018 and reported in our Foodservice and Refrigerated Retail segments.
|
•
|
National Pasteurized Eggs, Inc. (“NPE”), acquired October 3, 2016 and reported in our Foodservice and Refrigerated Retail segments; and
|
•
|
Latimer Newco 2 Limited (“Latimer”), and all of Latimer’s direct and indirect subsidiaries at the time of acquisition, including Weetabix Limited (collectively the “Weetabix Group”), acquired July 3, 2017. The results of the Weetabix Group’s operations outside of North America (“Weetabix”) are reported as our Weetabix segment and the Weetabix Group’s North American operations (“Weetabix NA”) are reported in our Post Consumer Brands segment.
|
dollars in millions
|
Year Ended
September 30, 2019 |
||
Post Consumer Brands
|
$
|
(7.6
|
)
|
Weetabix
|
—
|
|
|
Foodservice
|
(5.2
|
)
|
|
Refrigerated Retail
|
(3.3
|
)
|
|
Active Nutrition
|
(8.8
|
)
|
|
|
$
|
(24.9
|
)
|
|
Fiscal 2019 compared to 2018
|
|
Fiscal 2018 compared to 2017
|
||||||||||||||||||||||||||
|
|
|
|
|
favorable/(unfavorable)
|
|
|
|
|
|
favorable/(unfavorable)
|
||||||||||||||||||
dollars in millions
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
||||||||||||||
Net Sales
|
$
|
5,681.1
|
|
|
$
|
6,257.2
|
|
|
$
|
(576.1
|
)
|
|
(9
|
)%
|
|
$
|
6,257.2
|
|
|
$
|
5,225.8
|
|
|
$
|
1,031.4
|
|
|
20
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating Profit
|
$
|
781.0
|
|
|
$
|
573.5
|
|
|
$
|
207.5
|
|
|
36
|
%
|
|
$
|
573.5
|
|
|
$
|
516.7
|
|
|
$
|
56.8
|
|
|
11
|
%
|
Interest expense, net
|
322.4
|
|
|
387.3
|
|
|
64.9
|
|
|
17
|
%
|
|
387.3
|
|
|
314.8
|
|
|
(72.5
|
)
|
|
(23
|
)%
|
||||||
Loss on extinguishment of debt, net
|
6.1
|
|
|
31.1
|
|
|
25.0
|
|
|
80
|
%
|
|
31.1
|
|
|
222.9
|
|
|
191.8
|
|
|
86
|
%
|
||||||
Expense (income) on swaps, net
|
306.6
|
|
|
(95.6
|
)
|
|
(402.2
|
)
|
|
(421
|
)%
|
|
(95.6
|
)
|
|
(91.8
|
)
|
|
3.8
|
|
|
4
|
%
|
||||||
Other income, net
|
(13.2
|
)
|
|
(14.0
|
)
|
|
(0.8
|
)
|
|
(6
|
)%
|
|
(14.0
|
)
|
|
(3.6
|
)
|
|
10.4
|
|
|
289
|
%
|
||||||
Income tax (benefit) expense
|
(3.9
|
)
|
|
(204.0
|
)
|
|
(200.1
|
)
|
|
(98
|
)%
|
|
(204.0
|
)
|
|
26.1
|
|
|
230.1
|
|
|
882
|
%
|
||||||
Equity method loss, net of tax
|
37.0
|
|
|
0.3
|
|
|
(36.7
|
)
|
|
(12,233
|
)%
|
|
0.3
|
|
|
—
|
|
|
(0.3
|
)
|
|
n/a
|
|
||||||
Less: Net earnings attributable to noncontrolling interest
|
1.3
|
|
|
1.1
|
|
|
(0.2
|
)
|
|
(18
|
)%
|
|
1.1
|
|
|
—
|
|
|
(1.1
|
)
|
|
n/a
|
|
||||||
Net Earnings
|
$
|
124.7
|
|
|
$
|
467.3
|
|
|
$
|
(342.6
|
)
|
|
(73
|
)%
|
|
$
|
467.3
|
|
|
$
|
48.3
|
|
|
$
|
419.0
|
|
|
867
|
%
|
|
Year Ended September 30,
|
||||||||||
(dollars in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Computed tax (a)
|
$
|
33.4
|
|
|
$
|
64.9
|
|
|
$
|
26.1
|
|
Enacted tax law and changes, including the Tax Act (a)
|
(4.8
|
)
|
|
(270.9
|
)
|
|
—
|
|
|||
Non-deductible goodwill impairment loss
|
6.9
|
|
|
—
|
|
|
7.2
|
|
|||
Non-deductible compensation
|
2.7
|
|
|
1.2
|
|
|
1.8
|
|
|||
Non-deductible transaction costs
|
2.2
|
|
|
1.5
|
|
|
2.9
|
|
|||
Domestic production activities deduction
|
—
|
|
|
(5.9
|
)
|
|
—
|
|
|||
State income taxes, net of effect on federal tax
|
(0.7
|
)
|
|
5.6
|
|
|
0.8
|
|
|||
Non-taxable interest income
|
—
|
|
|
(2.4
|
)
|
|
(3.4
|
)
|
|||
Valuation allowances
|
6.6
|
|
|
4.1
|
|
|
4.8
|
|
|||
Change in deferred tax rates
|
(4.6
|
)
|
|
0.3
|
|
|
—
|
|
|||
Uncertain tax positions
|
(7.9
|
)
|
|
0.3
|
|
|
(0.5
|
)
|
|||
Net losses and basis difference attributable to equity method investment
|
4.4
|
|
|
—
|
|
|
—
|
|
|||
Income tax credits
|
(3.0
|
)
|
|
(2.3
|
)
|
|
(1.4
|
)
|
|||
Rate differential on foreign income
|
(7.7
|
)
|
|
(5.3
|
)
|
|
(6.8
|
)
|
|||
Excess tax benefits for share-based payments
|
(33.4
|
)
|
|
(1.8
|
)
|
|
(6.2
|
)
|
|||
Other, net (none in excess of 5% of statutory tax)
|
2.0
|
|
|
6.7
|
|
|
0.8
|
|
|||
Income tax (benefit) expense
|
$
|
(3.9
|
)
|
|
$
|
(204.0
|
)
|
|
$
|
26.1
|
|
(a)
|
Fiscal 2019 and 2017 federal corporate income tax was computed at the federal statutory rate of 21% and 35%, respectively. Fiscal 2018 federal corporate income tax was computed using a blended United States (“U.S.”) federal corporate income tax rate of 24.5%, as discussed below.
|
|
Fiscal 2019 compared to 2018
|
|
Fiscal 2018 compared to 2017
|
||||||||||||||||||||||||||
|
|
|
|
|
favorable/(unfavorable)
|
|
|
|
|
|
favorable/(unfavorable)
|
||||||||||||||||||
dollars in millions
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
||||||||||||||
Net Sales
|
$
|
1,875.9
|
|
|
$
|
1,831.7
|
|
|
$
|
44.2
|
|
|
2
|
%
|
|
$
|
1,831.7
|
|
|
$
|
1,742.5
|
|
|
$
|
89.2
|
|
|
5
|
%
|
Segment Profit
|
$
|
337.1
|
|
|
$
|
329.2
|
|
|
$
|
7.9
|
|
|
2
|
%
|
|
$
|
329.2
|
|
|
$
|
354.9
|
|
|
$
|
(25.7
|
)
|
|
(7
|
)%
|
Segment Profit Margin
|
18
|
%
|
|
18
|
%
|
|
|
|
|
|
18
|
%
|
|
20
|
%
|
|
|
|
|
|
Fiscal 2019 compared to 2018
|
|
Fiscal 2018 compared to 2017
|
||||||||||||||||||||||||||
|
|
|
|
|
favorable/(unfavorable)
|
|
|
|
|
|
favorable/(unfavorable)
|
||||||||||||||||||
dollars in millions
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
||||||||||||||
Net Sales
|
$
|
418.2
|
|
|
$
|
423.4
|
|
|
$
|
(5.2
|
)
|
|
(1
|
)%
|
|
$
|
423.4
|
|
|
$
|
112.4
|
|
|
$
|
311.0
|
|
|
277
|
%
|
Segment Profit
|
$
|
94.8
|
|
|
$
|
87.2
|
|
|
$
|
7.6
|
|
|
9
|
%
|
|
$
|
87.2
|
|
|
$
|
14.5
|
|
|
$
|
72.7
|
|
|
501
|
%
|
Segment Profit Margin
|
23
|
%
|
|
21
|
%
|
|
|
|
|
|
21
|
%
|
|
13
|
%
|
|
|
|
|
|
Fiscal 2019 compared to 2018
|
|
Fiscal 2018 compared to 2017
|
||||||||||||||||||||||||||
|
|
|
|
|
favorable/(unfavorable)
|
|
|
|
|
|
favorable/(unfavorable)
|
||||||||||||||||||
dollars in millions
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
||||||||||||||
Net Sales
|
$
|
1,627.4
|
|
|
$
|
1,548.2
|
|
|
$
|
79.2
|
|
|
5
|
%
|
|
$
|
1,548.2
|
|
|
$
|
1,340.6
|
|
|
$
|
207.6
|
|
|
15
|
%
|
Segment Profit
|
$
|
198.4
|
|
|
$
|
157.6
|
|
|
$
|
40.8
|
|
|
26
|
%
|
|
$
|
157.6
|
|
|
$
|
26.9
|
|
|
$
|
130.7
|
|
|
486
|
%
|
Segment Profit Margin
|
12
|
%
|
|
10
|
%
|
|
|
|
|
|
10
|
%
|
|
2
|
%
|
|
|
|
|
|
Fiscal 2019 compared to 2018
|
|
Fiscal 2018 compared to 2017
|
||||||||||||||||||||||||||
|
|
|
|
|
favorable/(unfavorable)
|
|
|
|
|
|
favorable/(unfavorable)
|
||||||||||||||||||
dollars in millions
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
||||||||||||||
Net Sales
|
$
|
907.3
|
|
|
$
|
790.9
|
|
|
$
|
116.4
|
|
|
15
|
%
|
|
$
|
790.9
|
|
|
$
|
530.2
|
|
|
$
|
260.7
|
|
|
49
|
%
|
Segment Profit
|
$
|
95.1
|
|
|
$
|
90.0
|
|
|
$
|
5.1
|
|
|
6
|
%
|
|
$
|
90.0
|
|
|
$
|
83.7
|
|
|
$
|
6.3
|
|
|
8
|
%
|
Segment Profit Margin
|
10
|
%
|
|
11
|
%
|
|
|
|
|
|
11
|
%
|
|
16
|
%
|
|
|
|
|
|
Fiscal 2019 compared to 2018
|
|
Fiscal 2018 compared to 2017
|
||||||||||||||||||||||||||
|
|
|
|
|
favorable/(unfavorable)
|
|
|
|
|
|
favorable/(unfavorable)
|
||||||||||||||||||
dollars in millions
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
||||||||||||||
Net Sales
|
$
|
854.4
|
|
|
$
|
827.5
|
|
|
$
|
26.9
|
|
|
3
|
%
|
|
$
|
827.5
|
|
|
$
|
713.2
|
|
|
$
|
114.3
|
|
|
16
|
%
|
Segment Profit
|
$
|
175.1
|
|
|
$
|
124.4
|
|
|
$
|
50.7
|
|
|
41
|
%
|
|
$
|
124.4
|
|
|
$
|
96.4
|
|
|
$
|
28.0
|
|
|
29
|
%
|
Segment Profit Margin
|
20
|
%
|
|
15
|
%
|
|
|
|
|
|
15
|
%
|
|
14
|
%
|
|
|
|
|
|
Fiscal 2018 compared to 2017
|
|||||||||||||
|
|
|
|
|
favorable/(unfavorable)
|
|||||||||
dollars in millions
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Net Sales
|
$
|
848.9
|
|
|
$
|
791.2
|
|
|
$
|
57.7
|
|
|
7
|
%
|
Segment Profit
|
$
|
60.8
|
|
|
$
|
58.1
|
|
|
$
|
2.7
|
|
|
5
|
%
|
Segment Profit Margin
|
7
|
%
|
|
7
|
%
|
|
|
|
|
|
Fiscal 2019 compared to 2018
|
|
Fiscal 2018 compared to 2017
|
||||||||||||||||||||||||||
|
|
|
|
|
favorable/(unfavorable)
|
|
|
|
|
|
favorable/(unfavorable)
|
||||||||||||||||||
dollars in millions
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
||||||||||||||
General corporate expenses and other
|
$
|
169.6
|
|
|
$
|
136.8
|
|
|
$
|
(32.8
|
)
|
|
(24
|
)%
|
|
$
|
136.8
|
|
|
$
|
87.7
|
|
|
$
|
(49.1
|
)
|
|
(56
|
)%
|
|
Fiscal 2019 compared to 2018
|
|
Fiscal 2018 compared to 2017
|
||||||||||||||||||||
|
|
|
|
|
favorable/(unfavorable)
|
|
|
|
|
|
favorable/(unfavorable)
|
||||||||||||
dollars in millions
|
2019
|
|
2018
|
|
$ Change
|
|
2018
|
|
2017
|
|
$ Change
|
||||||||||||
Post Consumer Brands
|
$
|
13.4
|
|
|
$
|
6.4
|
|
|
$
|
(7.0
|
)
|
|
$
|
6.4
|
|
|
$
|
—
|
|
|
$
|
(6.4
|
)
|
Weetabix
|
7.1
|
|
|
1.4
|
|
|
(5.7
|
)
|
|
1.4
|
|
|
—
|
|
|
(1.4
|
)
|
||||||
Active Nutrition
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
||||||
|
$
|
20.5
|
|
|
$
|
7.8
|
|
|
$
|
(12.7
|
)
|
|
$
|
7.8
|
|
|
$
|
0.2
|
|
|
$
|
(7.6
|
)
|
|
Fiscal 2019 compared to 2018
|
|
Fiscal 2018 compared to 2017
|
||||||||||||||||||||
|
|
|
|
|
favorable/(unfavorable)
|
|
|
|
|
|
favorable/(unfavorable)
|
||||||||||||
dollars in millions
|
2019
|
|
2018
|
|
$ Change
|
|
2018
|
|
2017
|
|
$ Change
|
||||||||||||
Post Consumer Brands
|
$
|
(0.6
|
)
|
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Active Nutrition
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
||||||
|
$
|
(0.6
|
)
|
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
(0.2
|
)
|
|
$
|
(0.2
|
)
|
|
Fiscal 2019 compared to 2018
|
|
Fiscal 2018 compared to 2017
|
||||||||||||||||||||
|
|
|
favorable/(unfavorable)
|
|
|
|
favorable/(unfavorable)
|
||||||||||||||||
dollars in millions
|
2019
|
|
2018
|
|
$ Change
|
|
2018
|
|
2017
|
|
$ Change
|
||||||||||||
Impairment of goodwill and other intangible assets
|
$
|
63.3
|
|
|
$
|
124.9
|
|
|
$
|
61.6
|
|
|
$
|
124.9
|
|
|
$
|
26.5
|
|
|
$
|
(98.4
|
)
|
•
|
$625.0 million principal value 2018 Bridge Loan assumed by 8th Avenue in connection with the 8th Avenue Transactions, releasing us from any material obligations thereunder while we retained the proceeds from the 2018 Bridge Loan;
|
•
|
$250.0 million received from THL as part of the 8th Avenue Transactions;
|
•
|
$863.0 million principal value paid on our existing term loan using the $875.0 million of proceeds received from the 8th Avenue Transactions, net of debt issuance costs paid related to the 2018 Bridge Loan and other transaction costs;
|
•
|
$60.0 million outstanding principal value repurchased and retired of our 5.625% senior notes due in January 2028, 5.75% senior notes due in March 2027 and 5.00% senior notes due in August 2026;
|
•
|
$330.8 million paid (including payments made subsequent to fiscal 2019) for the repurchase of 3.3 million shares of the Company’s common stock;
|
•
|
$750.0 million principal value of 5.50% senior notes due in December 2029 issued;
|
•
|
$257.4 million of payments, excluding interest, made in December 2018 and October 2019 (subsequent to the end of fiscal 2019) to former holders of shares of Bob Evans common stock who had demanded appraisal of their shares under Delaware law and had not yet been paid for their shares; and
|
•
|
our amended and restated credit agreement (as further amended, our “Credit Agreement”) currently has outstanding letters of credit of $19.5 million which reduced the available borrowing capacity under our Credit Agreement to $780.5 million at September 30, 2019.
|
•
|
$1,000.0 million principal value of 5.625% senior notes due in January 2028 issued;
|
•
|
$218.7 million paid for the repurchase of 2.8 million shares of the Company’s common stock;
|
•
|
$630.0 million principal payment and $30.8 million premium payment made on the extinguishment of the 6.00% senior notes due in December 2022;
|
•
|
$252.5 million principal payment made at a discount of $7.7 million to repurchase and retire portions of the principal balances of the 5.625% senior notes due in January 2028, 5.75% senior notes due in March 2027 and 5.00% senior notes due in August 2026;
|
•
|
$15.3 million principal payment and $2.0 million premium payment made to repurchase and retire portions of the 8.00% senior notes due in July 2025;
|
•
|
amended our Credit Agreement and certain joinders thereto to reduce by 25 basis points the interest rate margin for the term loan under our Credit Agreement, such that a term loan that is a Eurodollar Rate Loan accrues interest at the
|
•
|
amended our Credit Agreement to, among other things, permit us to designate each of 8th Avenue and its subsidiaries as an unrestricted subsidiary, permit the disposition of (and release of liens on) assets of and equity interests in the Company’s unrestricted subsidiaries and release such unrestricted subsidiaries as guarantors; and
|
•
|
$625.0 million principal value 2018 Bridge Loan obtained on September 24, 2018.
|
•
|
$317.8 million paid for repurchase of 4.0 million shares of the Company’s common stock;
|
•
|
$1,500.0 million principal value of 5.75% senior notes due in March 2027 issued, $41.2 million premium received;
|
•
|
$1,000.0 million principal value of 5.50% senior notes due in March 2025 issued;
|
•
|
$2,200.0 million principal value term loan issued;
|
•
|
$2,070.5 million principal payment and $219.8 million premium payment made on extinguishment of the 6.75% senior notes due in December 2021, 7.375% senior notes due in February 2022 and 7.75% senior notes due in March 2024 and a portion of the 8.00% senior notes due in July 2025; and
|
•
|
amended and restated our Credit Agreement, which provides for a revolving credit facility in an aggregate available principal amount of $800.0 million.
|
|
Year ended September 30,
|
||||||||||
(dollars in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
688.0
|
|
|
$
|
718.6
|
|
|
$
|
386.7
|
|
Investing activities
|
26.7
|
|
|
(1,675.6
|
)
|
|
(2,095.0
|
)
|
|||
Financing activities
|
(652.4
|
)
|
|
423.4
|
|
|
2,053.1
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(2.3
|
)
|
|
(2.0
|
)
|
|
33.3
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
60.0
|
|
|
$
|
(535.6
|
)
|
|
$
|
378.1
|
|
(dollars in millions)
|
Total (g)
|
|
Less Than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than 5 Years
|
||||||||||
Debt(a)
|
$
|
7,119.3
|
|
|
$
|
13.5
|
|
|
$
|
26.8
|
|
|
$
|
1,269.3
|
|
|
$
|
5,809.7
|
|
Interest obligations(b)
|
2,665.7
|
|
|
388.7
|
|
|
745.5
|
|
|
725.6
|
|
|
805.9
|
|
|||||
Operating lease obligations(c)
|
207.3
|
|
|
28.3
|
|
|
57.1
|
|
|
44.6
|
|
|
77.3
|
|
|||||
Purchase obligations(d)
|
2,611.5
|
|
|
1,128.5
|
|
|
791.9
|
|
|
392.4
|
|
|
298.7
|
|
|||||
Deferred compensation obligations(e)
|
31.0
|
|
|
0.5
|
|
|
10.2
|
|
|
5.9
|
|
|
14.4
|
|
|||||
Net benefit obligations(f)
|
349.5
|
|
|
25.8
|
|
|
55.3
|
|
|
60.2
|
|
|
208.2
|
|
|||||
Total
|
$
|
12,984.3
|
|
|
$
|
1,585.3
|
|
|
$
|
1,686.8
|
|
|
$
|
2,498.0
|
|
|
$
|
7,214.2
|
|
(a)
|
Debt obligations exclude the following transactions completed subsequent to the end of fiscal 2019 in connection the IPO and the formation transactions:
|
•
|
$1,225.0 million principal value borrowed by Post under the 2020 Bridge Loan;
|
•
|
$1,225.0 million outstanding principal balance repayment of the 2020 Bridge Loan by BellRing Brands, LLC;
|
•
|
$700.0 million of borrowings by BellRing Brands, LLC under the Term B Facility;
|
•
|
$60.0 million of net borrowings by BellRing Brands, LLC under the BellRing Revolving Credit Facility; and
|
•
|
$1,225.0 million principal payment made on our term loan.
|
(b)
|
As of September 30, 2019, we had interest rate swaps with a notional value of $1,804.1 million consisting of:
|
•
|
$73.1 million which will result in cash payments that began in July 2016 and will continue through May 2021;
|
•
|
$1,531.0 million which will result in seven lump sum settlements with the first occurring in December 2019 and the last in July 2023; and
|
•
|
$200.0 million that obligates us to pay a fixed rate and receive one-month LIBOR, and requires monthly cash settlements that began in June 2017 and will end in May 2024.
|
(c)
|
Operating lease obligations consist of minimum rental payments under noncancelable operating leases, as shown in Note 18 within “Notes to Consolidated Financial Statements.”
|
(d)
|
Purchase obligations are legally binding agreements to purchase goods, services or equipment that specify all significant terms, including: fixed or minimum quantities to be purchased and/or penalties imposed for failing to meet contracted minimum purchase quantities; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Estimates of future open market egg prices and feed costs were used to derive the amounts reported for our egg contracts.
|
(e)
|
Deferred compensation obligations were allocated to time periods based on existing payment plans for terminated and severed employees. The estimated timing of distributions to current employees and directors is based on age and expected service term and participants’ payout elections. We fund a portion of our deferred compensation obligations by investing in certain mutual funds in the same amounts as selected by the participating employees. At September 30, 2019, we had an investment balance of $11.2 million partially offsetting these liabilities.
|
(f)
|
Benefit obligations consist of future payments related to pension and other postretirement benefits as estimated by an actuarial valuation and shown in Note 19 within “Notes to Consolidated Financial Statements.”
|
(g)
|
We have excluded from the table above:
|
•
|
$10.3 million, which includes interest, penalties and indemnification liabilities, under certain provisions of ASC Topic 740 “Income Taxes,” associated with liabilities for uncertain tax positions due to the uncertainty as to the amount and timing of payments, if any; and
|
•
|
payments for workers compensation, general liability and auto liability claim losses for which we had a liability recorded of $22.0 million at September 30, 2019, of which $9.8 million was classified as current, due to the uncertainty of the amount and timing of payments.
|
Audited Consolidated Financial Statements
|
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Statements of Operations for the Fiscal Years Ended September 30, 2019, 2018 and 2017
|
|
Consolidated Statements of Comprehensive Income for the Fiscal Years Ended September 30, 2019, 2018 and 2017
|
|
Consolidated Balance Sheets as of September 30, 2019 and 2018
|
|
Consolidated Statements of Cash Flows for the Fiscal Years Ended September 30, 2019, 2018 and 2017
|
|
Consolidated Statements of Shareholders’ Equity for the Fiscal Years Ended September 30, 2019, 2018 and 2017
|
|
Notes to Consolidated Financial Statements
|
|
Year Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net Sales
|
$
|
5,681.1
|
|
|
$
|
6,257.2
|
|
|
$
|
5,225.8
|
|
Cost of goods sold
|
3,889.0
|
|
|
4,403.2
|
|
|
3,655.0
|
|
|||
Gross Profit
|
1,792.1
|
|
|
1,854.0
|
|
|
1,570.8
|
|
|||
Selling, general and administrative expenses
|
911.6
|
|
|
976.4
|
|
|
867.7
|
|
|||
Amortization of intangible assets
|
161.3
|
|
|
177.4
|
|
|
159.1
|
|
|||
Gain on sale of business
|
(126.6
|
)
|
|
—
|
|
|
—
|
|
|||
Impairment of goodwill and other intangible assets
|
63.3
|
|
|
124.9
|
|
|
26.5
|
|
|||
Other operating expenses, net
|
1.5
|
|
|
1.8
|
|
|
0.8
|
|
|||
Operating Profit
|
781.0
|
|
|
573.5
|
|
|
516.7
|
|
|||
Interest expense, net
|
322.4
|
|
|
387.3
|
|
|
314.8
|
|
|||
Loss on extinguishment of debt, net
|
6.1
|
|
|
31.1
|
|
|
222.9
|
|
|||
Expense (income) on swaps, net
|
306.6
|
|
|
(95.6
|
)
|
|
(91.8
|
)
|
|||
Other income, net
|
(13.2
|
)
|
|
(14.0
|
)
|
|
(3.6
|
)
|
|||
Earnings before Income Taxes and Equity Method Loss
|
159.1
|
|
|
264.7
|
|
|
74.4
|
|
|||
Income tax (benefit) expense
|
(3.9
|
)
|
|
(204.0
|
)
|
|
26.1
|
|
|||
Equity method loss, net of tax
|
37.0
|
|
|
0.3
|
|
|
—
|
|
|||
Net Earnings Including Noncontrolling Interest
|
126.0
|
|
|
468.4
|
|
|
48.3
|
|
|||
Less: Net earnings attributable to noncontrolling interest
|
1.3
|
|
|
1.1
|
|
|
—
|
|
|||
Net Earnings
|
124.7
|
|
|
467.3
|
|
|
48.3
|
|
|||
Less: Preferred stock dividends
|
3.0
|
|
|
10.0
|
|
|
13.5
|
|
|||
Net Earnings Available to Common Shareholders
|
$
|
121.7
|
|
|
$
|
457.3
|
|
|
$
|
34.8
|
|
|
|
|
|
|
|
||||||
Earnings per Common Share:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.72
|
|
|
$
|
6.87
|
|
|
$
|
0.51
|
|
Diluted
|
$
|
1.66
|
|
|
$
|
6.16
|
|
|
$
|
0.50
|
|
|
|
|
|
|
|
||||||
Weighted-Average Common Shares Outstanding:
|
|
|
|
|
|
||||||
Basic
|
70.8
|
|
|
66.6
|
|
|
67.8
|
|
|||
Diluted
|
75.1
|
|
|
75.9
|
|
|
69.9
|
|
|
Year Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net Earnings Including Noncontrolling Interest
|
$
|
126.0
|
|
|
$
|
468.4
|
|
|
$
|
48.3
|
|
Pension and postretirement benefits adjustments:
|
|
|
|
|
|
||||||
Unrealized pension and postretirement benefit obligations
|
(12.5
|
)
|
|
5.0
|
|
|
47.8
|
|
|||
Reclassifications to net earnings
|
(3.1
|
)
|
|
(3.2
|
)
|
|
(2.3
|
)
|
|||
Hedging adjustments:
|
|
|
|
|
|
||||||
Unrealized net gain (loss) on derivatives
|
40.5
|
|
|
72.2
|
|
|
(18.8
|
)
|
|||
Reclassifications to net earnings
|
(31.0
|
)
|
|
(3.6
|
)
|
|
0.7
|
|
|||
Other reclassifications
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|||
Foreign currency translation adjustments:
|
|
|
|
|
|
||||||
Unrealized foreign currency translation adjustments
|
(95.3
|
)
|
|
(50.7
|
)
|
|
(5.7
|
)
|
|||
Reclassifications to net earnings (see Note 7)
|
42.1
|
|
|
—
|
|
|
—
|
|
|||
Tax benefit (expense) on other comprehensive income:
|
|
|
|
|
|
||||||
Pension and postretirement benefits
|
4.3
|
|
|
1.0
|
|
|
(8.3
|
)
|
|||
Hedging
|
(2.4
|
)
|
|
(19.6
|
)
|
|
7.0
|
|
|||
Total Other Comprehensive (Loss) Income
|
$
|
(57.4
|
)
|
|
$
|
0.6
|
|
|
$
|
20.4
|
|
Less: Comprehensive income attributable to noncontrolling interest
|
1.3
|
|
|
1.1
|
|
|
—
|
|
|||
Total Comprehensive Income
|
$
|
67.3
|
|
|
$
|
467.9
|
|
|
$
|
68.7
|
|
|
September 30,
|
||||||
|
2019
|
|
2018
|
||||
ASSETS
|
|||||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,050.7
|
|
|
$
|
989.7
|
|
Restricted cash
|
3.8
|
|
|
4.8
|
|
||
Receivables, net
|
445.1
|
|
|
462.3
|
|
||
Inventories
|
579.8
|
|
|
484.2
|
|
||
Current assets held for sale
|
9.9
|
|
|
195.0
|
|
||
Prepaid expenses and other current assets
|
37.0
|
|
|
64.3
|
|
||
Total Current Assets
|
2,126.3
|
|
|
2,200.3
|
|
||
Property, net
|
1,736.0
|
|
|
1,709.7
|
|
||
Goodwill
|
4,399.8
|
|
|
4,499.6
|
|
||
Other intangible assets, net
|
3,338.5
|
|
|
3,539.3
|
|
||
Equity method investments
|
145.5
|
|
|
5.2
|
|
||
Other assets held for sale
|
—
|
|
|
856.6
|
|
||
Other assets
|
205.5
|
|
|
246.8
|
|
||
Total Assets
|
$
|
11,951.6
|
|
|
$
|
13,057.5
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|||||||
Current Liabilities
|
|
|
|
||||
Current portion of long-term debt
|
$
|
13.5
|
|
|
$
|
22.1
|
|
Accounts payable
|
395.6
|
|
|
365.1
|
|
||
Current liabilities held for sale
|
—
|
|
|
65.6
|
|
||
Other current liabilities
|
393.8
|
|
|
339.3
|
|
||
Total Current Liabilities
|
802.9
|
|
|
792.1
|
|
||
Long-term debt
|
7,066.0
|
|
|
7,232.1
|
|
||
Deferred income taxes
|
688.5
|
|
|
778.4
|
|
||
Other liabilities held for sale
|
—
|
|
|
695.1
|
|
||
Other liabilities
|
456.9
|
|
|
499.3
|
|
||
Total Liabilities
|
9,014.3
|
|
|
9,997.0
|
|
||
|
|
|
|
||||
Commitments and Contingencies (See Note 18)
|
|
|
|
|
|
||
|
|
|
|
||||
Shareholders’ Equity
|
|
|
|
||||
Preferred stock, $0.01 par value, 50.0 shares authorized
|
|
|
|
||||
2.50% Series C, zero shares and 3.2 shares issued and outstanding, respectively
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 300.0 shares authorized, 72.1 and 66.7 shares outstanding, respectively
|
0.8
|
|
|
0.8
|
|
||
Additional paid-in capital
|
3,734.8
|
|
|
3,590.9
|
|
||
Retained earnings
|
207.8
|
|
|
88.0
|
|
||
Accumulated other comprehensive loss
|
(96.8
|
)
|
|
(39.4
|
)
|
||
Treasury stock, at cost, 11.9 and 8.6 shares, respectively
|
(920.7
|
)
|
|
(589.9
|
)
|
||
Total Shareholders’ Equity Excluding Noncontrolling Interest
|
2,925.9
|
|
|
3,050.4
|
|
||
Noncontrolling interest
|
11.4
|
|
|
10.1
|
|
||
Total Shareholders’ Equity
|
2,937.3
|
|
|
3,060.5
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
11,951.6
|
|
|
$
|
13,057.5
|
|
|
Year Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash Flows from Operating Activities
|
|
|
|
|
|
||||||
Net earnings including noncontrolling interest
|
$
|
126.0
|
|
|
$
|
468.4
|
|
|
$
|
48.3
|
|
Adjustments to reconcile net earnings including noncontrolling interest to net cash flow provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
379.6
|
|
|
398.4
|
|
|
323.1
|
|
|||
Gain on sale of business
|
(126.6
|
)
|
|
—
|
|
|
—
|
|
|||
Loss on extinguishment of debt, net
|
6.1
|
|
|
31.1
|
|
|
222.9
|
|
|||
(Gain) loss on foreign currency
|
(0.3
|
)
|
|
0.7
|
|
|
(30.8
|
)
|
|||
Impairment of goodwill and other intangible assets
|
63.3
|
|
|
124.9
|
|
|
26.5
|
|
|||
Unrealized loss (gain) on interest rate swaps and cross-currency swaps, net
|
293.1
|
|
|
(96.7
|
)
|
|
(93.6
|
)
|
|||
Non-cash stock-based compensation expense
|
38.9
|
|
|
30.9
|
|
|
23.6
|
|
|||
Equity method loss, net of tax
|
37.0
|
|
|
0.3
|
|
|
—
|
|
|||
Deferred income taxes
|
(80.3
|
)
|
|
(256.5
|
)
|
|
17.4
|
|
|||
Other, net
|
9.0
|
|
|
8.5
|
|
|
6.7
|
|
|||
Other changes in operating assets and liabilities, net of business acquisitions and held for sale assets and liabilities:
|
|
|
|
|
|
||||||
Decrease (increase) in receivables
|
19.3
|
|
|
(6.0
|
)
|
|
(45.9
|
)
|
|||
(Increase) decrease in inventories
|
(97.9
|
)
|
|
3.6
|
|
|
(2.5
|
)
|
|||
Decrease in prepaid expenses and other current assets
|
20.7
|
|
|
7.2
|
|
|
3.7
|
|
|||
Decrease (increase) in other assets
|
0.2
|
|
|
(24.0
|
)
|
|
(8.7
|
)
|
|||
Increase (decrease) in accounts payable and other current liabilities
|
4.4
|
|
|
29.4
|
|
|
(109.0
|
)
|
|||
(Decrease) increase in non-current liabilities
|
(4.5
|
)
|
|
(1.6
|
)
|
|
5.0
|
|
|||
Net Cash Provided by Operating Activities
|
688.0
|
|
|
718.6
|
|
|
386.7
|
|
|||
Cash Flows from Investing Activities
|
|
|
|
|
|
||||||
Business acquisitions, net of cash acquired
|
—
|
|
|
(1,454.4
|
)
|
|
(1,915.2
|
)
|
|||
Additions to property
|
(273.9
|
)
|
|
(225.0
|
)
|
|
(190.4
|
)
|
|||
Proceeds from sale of property and assets held for sale
|
2.1
|
|
|
0.2
|
|
|
10.6
|
|
|||
Proceeds from sale of businesses
|
266.8
|
|
|
—
|
|
|
—
|
|
|||
Cross-currency swap cash settlements
|
31.7
|
|
|
4.8
|
|
|
—
|
|
|||
Other, net
|
—
|
|
|
(1.2
|
)
|
|
—
|
|
|||
Net Cash Provided by (Used in) Investing Activities
|
26.7
|
|
|
(1,675.6
|
)
|
|
(2,095.0
|
)
|
|||
Cash Flows from Financing Activities
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt
|
750.0
|
|
|
1,625.0
|
|
|
4,700.0
|
|
|||
Repayments of long-term debt
|
(919.1
|
)
|
|
(912.1
|
)
|
|
(2,088.4
|
)
|
|||
Payments to appraisal rights holders
|
(253.6
|
)
|
|
—
|
|
|
—
|
|
|||
Purchases of treasury stock
|
(322.1
|
)
|
|
(218.7
|
)
|
|
(317.8
|
)
|
|||
Payments of preferred stock dividends
|
(4.0
|
)
|
|
(10.8
|
)
|
|
(13.5
|
)
|
|||
Premium from issuance of long-term debt
|
—
|
|
|
—
|
|
|
41.2
|
|
|||
Payments of debt issuance costs, financing fees and modification costs
|
(16.3
|
)
|
|
(24.9
|
)
|
|
(59.0
|
)
|
|||
Refund of debt issuance costs
|
7.8
|
|
|
—
|
|
|
—
|
|
|||
Payments of debt extinguishment costs
|
—
|
|
|
(33.7
|
)
|
|
(219.8
|
)
|
|||
Proceeds from exercise of stock awards
|
112.6
|
|
|
5.7
|
|
|
13.4
|
|
|||
Distribution to noncontrolling interest
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|||
Other, net
|
(7.7
|
)
|
|
(5.7
|
)
|
|
(3.0
|
)
|
|||
Net Cash (Used in) Provided by Financing Activities
|
(652.4
|
)
|
|
423.4
|
|
|
2,053.1
|
|
|||
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash
|
(2.3
|
)
|
|
(2.0
|
)
|
|
33.3
|
|
|||
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash
|
60.0
|
|
|
(535.6
|
)
|
|
378.1
|
|
|||
Cash, Cash Equivalents and Restricted Cash, Beginning of Year
|
994.5
|
|
|
1,530.1
|
|
|
1,152.0
|
|
|||
Cash, Cash Equivalents and Restricted Cash, End of Year
|
$
|
1,054.5
|
|
|
$
|
994.5
|
|
|
$
|
1,530.1
|
|
|
Post Holdings, Inc. Shareholders’
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||
|
Preferred Stock
|
|
Common Stock
|
|
|
|
|
|
Accumulated Other Comprehensive Loss
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Additional Paid-in Capital
|
|
Retained Earnings (Accumulated Deficit)
|
|
Retirement Benefit Adjustments, net of tax
|
|
Hedging Adjustments, net of tax
|
|
Foreign Currency Translation Adjustments
|
|
Treasury Stock
|
|
Non-Controlling Interest
|
|
Total Shareholders’ Equity
|
||||||||||||||||||||||
Balance, September 30, 2016
|
4.7
|
|
|
$
|
—
|
|
|
64.9
|
|
|
$
|
0.7
|
|
|
$
|
3,546.0
|
|
|
$
|
(424.3
|
)
|
|
$
|
(2.1
|
)
|
|
$
|
—
|
|
|
$
|
(58.3
|
)
|
|
$
|
(53.4
|
)
|
|
$
|
—
|
|
|
$
|
3,008.6
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48.3
|
|
||||||||||
Preferred stock dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13.5
|
)
|
||||||||||
Activity under stock and deferred compensation plans
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
10.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.4
|
|
||||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23.6
|
|
||||||||||
Purchases of treasury stock
|
—
|
|
|
—
|
|
|
(4.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(317.8
|
)
|
|
—
|
|
|
(317.8
|
)
|
||||||||||
Non-controlling interest in acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.7
|
|
|
9.7
|
|
||||||||||
Tangible equity units conversion
|
—
|
|
|
—
|
|
|
4.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Net change in retirement benefits, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37.2
|
|
||||||||||
Net change in cash flow hedges, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.1
|
)
|
||||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.7
|
)
|
|
—
|
|
|
—
|
|
|
(5.7
|
)
|
||||||||||
Balance, September 30, 2017
|
4.7
|
|
|
$
|
—
|
|
|
66.1
|
|
|
$
|
0.7
|
|
|
$
|
3,566.5
|
|
|
$
|
(376.0
|
)
|
|
$
|
35.1
|
|
|
$
|
(11.1
|
)
|
|
$
|
(64.0
|
)
|
|
$
|
(371.2
|
)
|
|
$
|
9.7
|
|
|
$
|
2,789.7
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
467.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
467.3
|
|
||||||||||
Adoption of accounting standards updates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
||||||||||
Preferred stock dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.8
|
)
|
|
(4.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.8
|
)
|
||||||||||
Preferred stock conversion
|
(1.5
|
)
|
|
—
|
|
|
3.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||||||||
Activity under stock and deferred compensation plans
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
||||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30.9
|
|
||||||||||
Purchases of treasury stock
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(218.7
|
)
|
|
—
|
|
|
(218.7
|
)
|
||||||||||
Net earnings attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|
1.1
|
|
||||||||||
Distribution to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
(1.4
|
)
|
||||||||||
Net change in retirement benefits, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.8
|
|
Net change in hedges, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48.5
|
|
||||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50.7
|
)
|
|
—
|
|
|
—
|
|
|
(50.7
|
)
|
||||||||||
Balance, September 30, 2018
|
3.2
|
|
|
$
|
—
|
|
|
66.7
|
|
|
$
|
0.8
|
|
|
$
|
3,590.9
|
|
|
$
|
88.0
|
|
|
$
|
37.9
|
|
|
$
|
37.4
|
|
|
$
|
(114.7
|
)
|
|
$
|
(589.9
|
)
|
|
$
|
10.1
|
|
|
$
|
3,060.5
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
124.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
124.7
|
|
||||||||||
Adoption of accounting standards updates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
||||||||||
Preferred stock dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.0
|
)
|
||||||||||
Preferred stock conversion
|
(3.2
|
)
|
|
—
|
|
|
5.9
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
||||||||||
Activity under stock and deferred compensation plans
|
—
|
|
|
—
|
|
|
2.8
|
|
|
—
|
|
|
105.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
105.1
|
|
||||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38.9
|
|
||||||||||
Purchases of treasury stock
|
—
|
|
|
—
|
|
|
(3.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(330.8
|
)
|
|
—
|
|
|
(330.8
|
)
|
||||||||||
Net earnings attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|
1.3
|
|
||||||||||
Net change in retirement benefits, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.3
|
)
|
||||||||||
Net change in hedges, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.1
|
|
||||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(53.2
|
)
|
|
—
|
|
|
—
|
|
|
(53.2
|
)
|
||||||||||
Balance, September 30, 2019
|
—
|
|
|
$
|
—
|
|
|
72.1
|
|
|
$
|
0.8
|
|
|
$
|
3,734.8
|
|
|
$
|
207.8
|
|
|
$
|
26.6
|
|
|
$
|
44.5
|
|
|
$
|
(167.9
|
)
|
|
$
|
(920.7
|
)
|
|
$
|
11.4
|
|
|
$
|
2,937.3
|
|
|
September 30,
|
||||||
|
2019
|
|
2018
|
||||
Land and land improvements
|
$
|
91.1
|
|
|
$
|
88.2
|
|
Buildings and leasehold improvements
|
796.7
|
|
|
720.7
|
|
||
Machinery and equipment
|
1,595.8
|
|
|
1,507.4
|
|
||
Software
|
106.0
|
|
|
112.0
|
|
||
Construction in progress
|
147.3
|
|
|
114.7
|
|
||
|
2,736.9
|
|
|
2,543.0
|
|
||
Accumulated depreciation
|
(1,000.9
|
)
|
|
(833.3
|
)
|
||
|
$
|
1,736.0
|
|
|
$
|
1,709.7
|
|
|
September 30, 2019
|
|
September 30, 2018
|
||||||||||||||||||||
|
Carrying
Amount
|
|
Accum.
Amort.
|
|
Net
Amount
|
|
Carrying
Amount
|
|
Accum.
Amort.
|
|
Net
Amount
|
||||||||||||
Subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
$
|
2,297.2
|
|
|
$
|
(562.2
|
)
|
|
$
|
1,735.0
|
|
|
$
|
2,307.0
|
|
|
$
|
(444.4
|
)
|
|
$
|
1,862.6
|
|
Trademarks and brands
|
793.7
|
|
|
(225.2
|
)
|
|
568.5
|
|
|
768.5
|
|
|
(188.2
|
)
|
|
580.3
|
|
||||||
Other
|
3.1
|
|
|
(3.1
|
)
|
|
—
|
|
|
3.1
|
|
|
(3.1
|
)
|
|
—
|
|
||||||
|
3,094.0
|
|
|
(790.5
|
)
|
|
2,303.5
|
|
|
3,078.6
|
|
|
(635.7
|
)
|
|
2,442.9
|
|
||||||
Not subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks and brands
|
1,035.0
|
|
|
—
|
|
|
1,035.0
|
|
|
1,096.4
|
|
|
—
|
|
|
1,096.4
|
|
||||||
|
$
|
4,129.0
|
|
|
$
|
(790.5
|
)
|
|
$
|
3,338.5
|
|
|
$
|
4,175.0
|
|
|
$
|
(635.7
|
)
|
|
$
|
3,539.3
|
|
•
|
Significant financing component — The Company elected not to adjust the promised amount of consideration for the effects of a significant financing component as the Company expects, at contract inception, the period between the transfer of a promised good or service to a customer and when the customer pays for that good or service will be one year or less.
|
•
|
Shipping and handling costs — The Company elected to account for shipping and handling activities that occur before the customer has obtained control of a good as fulfillment activities (i.e., an expense), rather than as promised services.
|
•
|
Measurement of transaction price — The Company elected to exclude from the measurement of transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the Company from a customer for sales taxes.
|
|
Year Ended September 30, 2019
|
||||||||||
|
As Reported Under Topic 606
|
|
As Reported Under Prior Guidance
|
|
Impact of Adoption
|
||||||
Net Sales
|
$
|
5,681.1
|
|
|
$
|
5,706.0
|
|
|
$
|
(24.9
|
)
|
Cost of goods sold
|
3,889.0
|
|
|
3,889.0
|
|
|
—
|
|
|||
Gross Profit
|
1,792.1
|
|
|
1,817.0
|
|
|
(24.9
|
)
|
|||
Selling, general and administrative expenses
|
911.6
|
|
|
937.7
|
|
|
(26.1
|
)
|
|||
Amortization of intangible assets
|
161.3
|
|
|
161.3
|
|
|
—
|
|
|||
Gain on sale of business
|
(126.6
|
)
|
|
(126.6
|
)
|
|
—
|
|
|||
Impairment of goodwill and other intangible assets
|
63.3
|
|
|
63.3
|
|
|
—
|
|
|||
Other operating expenses, net
|
1.5
|
|
|
1.5
|
|
|
—
|
|
|||
Operating Profit
|
$
|
781.0
|
|
|
$
|
779.8
|
|
|
$
|
1.2
|
|
|
Acquisition Date Amounts Recognized as of September 30, 2018 (a)
|
|
Adjustments During Fiscal 2019
|
|
Acquisition Date Amounts Recognized (as Adjusted)
|
||||||
Cash and cash equivalents
|
$
|
15.6
|
|
|
$
|
—
|
|
|
$
|
15.6
|
|
Receivables
|
58.5
|
|
|
—
|
|
|
58.5
|
|
|||
Inventories
|
27.1
|
|
|
—
|
|
|
27.1
|
|
|||
Prepaid expenses and other current assets
|
34.3
|
|
|
—
|
|
|
34.3
|
|
|||
Property
|
184.3
|
|
|
—
|
|
|
184.3
|
|
|||
Goodwill
|
898.3
|
|
|
(0.7
|
)
|
|
897.6
|
|
|||
Other intangible assets
|
782.0
|
|
|
—
|
|
|
782.0
|
|
|||
Other assets
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|||
Accounts payable
|
(18.2
|
)
|
|
—
|
|
|
(18.2
|
)
|
|||
Other current liabilities
|
(58.5
|
)
|
|
—
|
|
|
(58.5
|
)
|
|||
Deferred tax liability - long-term
|
(194.9
|
)
|
|
0.7
|
|
|
(194.2
|
)
|
|||
Other liabilities
|
(5.3
|
)
|
|
—
|
|
|
(5.3
|
)
|
|||
Total acquisition cost (b)
|
$
|
1,723.6
|
|
|
$
|
—
|
|
|
$
|
1,723.6
|
|
(a)
|
As previously reported in Post’s Annual Report on Form 10-K for fiscal 2018 filed with the Securities and Exchange Commission (the “SEC”) on November 16, 2018.
|
(b)
|
Total acquisition cost is comprised of $1,381.2 paid at closing and additional payments of $342.4, which includes payments to former holders of shares of Bob Evans common stock who exercised appraisal rights, payments in connection with Bob Evans deferred compensation plans and payments to compensate Bob Evans employees due to the cancellation of their outstanding employee stock awards.
|
|
Weetabix Group
|
|
NPE
|
||||
Cash and cash equivalents
|
$
|
62.2
|
|
|
$
|
5.6
|
|
Receivables
|
37.8
|
|
|
8.5
|
|
||
Inventories
|
63.2
|
|
|
2.1
|
|
||
Prepaid expenses and other current assets
|
1.2
|
|
|
0.4
|
|
||
Property
|
280.9
|
|
|
10.4
|
|
||
Goodwill
|
980.8
|
|
|
46.3
|
|
||
Other intangible assets
|
601.0
|
|
|
51.4
|
|
||
Other assets
|
112.0
|
|
|
—
|
|
||
Current portion of long-term debt
|
—
|
|
|
(0.1
|
)
|
||
Accounts payable
|
(66.3
|
)
|
|
(6.3
|
)
|
||
Other current liabilities
|
(28.5
|
)
|
|
(2.9
|
)
|
||
Long-term debt
|
—
|
|
|
(0.2
|
)
|
||
Deferred tax liability - long-term
|
(136.5
|
)
|
|
(18.7
|
)
|
||
Other liabilities
|
(10.9
|
)
|
|
—
|
|
||
Noncontrolling interest
|
(9.7
|
)
|
|
—
|
|
||
Total acquisition cost
|
$
|
1,887.2
|
|
|
$
|
96.5
|
|
|
2018
|
|
2017
|
||||
Pro forma net sales
|
$
|
6,423.8
|
|
|
$
|
5,258.3
|
|
Pro forma net earnings available to common shareholders
|
$
|
486.4
|
|
|
$
|
23.6
|
|
Pro forma basic earnings per share
|
$
|
7.30
|
|
|
$
|
0.35
|
|
Pro forma diluted earnings per share
|
$
|
6.54
|
|
|
$
|
0.34
|
|
|
Employee-Related Costs
|
|
Accelerated Depreciation
|
|
Total
|
||||||
Balance, September 30, 2016
|
$
|
1.1
|
|
|
$
|
—
|
|
|
$
|
1.1
|
|
Cash payments
|
(1.1
|
)
|
|
—
|
|
|
(1.1
|
)
|
|||
Balance, September 30, 2017
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Charge to expense
|
2.7
|
|
|
2.5
|
|
|
5.2
|
|
|||
Non-cash charges
|
—
|
|
|
(2.5
|
)
|
|
(2.5
|
)
|
|||
Balance, September 30, 2018
|
$
|
2.7
|
|
|
$
|
—
|
|
|
$
|
2.7
|
|
Charge to expense
|
2.2
|
|
|
7.3
|
|
|
9.5
|
|
|||
Cash payments
|
(4.8
|
)
|
|
—
|
|
|
(4.8
|
)
|
|||
Non-cash charges
|
—
|
|
|
(7.3
|
)
|
|
(7.3
|
)
|
|||
Balance, September 30, 2019
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
|
|
|
|
|
||||||
Total expected restructuring charge
|
$
|
16.0
|
|
|
$
|
12.3
|
|
|
$
|
28.3
|
|
Cumulative incurred to date
|
16.0
|
|
|
12.3
|
|
|
28.3
|
|
|||
Remaining expected restructuring charge
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
September 30,
|
||||||
|
2019
|
|
2018
|
||||
Current assets held for sale
|
|
|
|
||||
Restricted cash
|
$
|
—
|
|
|
$
|
0.7
|
|
Receivables, net
|
—
|
|
|
79.8
|
|
||
Inventories
|
—
|
|
|
111.6
|
|
||
Prepaid expenses and other current assets
|
—
|
|
|
1.5
|
|
||
Property, net (a)
|
9.9
|
|
|
1.4
|
|
||
|
$
|
9.9
|
|
|
$
|
195.0
|
|
Other assets held for sale
|
|
|
|
||||
Property, net (a)
|
$
|
—
|
|
|
$
|
165.1
|
|
Goodwill
|
—
|
|
|
417.1
|
|
||
Other intangible assets, net
|
—
|
|
|
270.4
|
|
||
Other assets
|
—
|
|
|
4.0
|
|
||
|
$
|
—
|
|
|
$
|
856.6
|
|
Current liabilities held for sale
|
|
|
|
||||
Accounts payable
|
$
|
—
|
|
|
$
|
37.4
|
|
Other current liabilities
|
—
|
|
|
28.2
|
|
||
|
$
|
—
|
|
|
$
|
65.6
|
|
Other liabilities held for sale
|
|
|
|
||||
Long-term debt (b)
|
$
|
—
|
|
|
$
|
614.6
|
|
Deferred income taxes
|
—
|
|
|
79.9
|
|
||
Other liabilities
|
—
|
|
|
0.6
|
|
||
|
$
|
—
|
|
|
$
|
695.1
|
|
(a)
|
In accordance with ASC Topic 360, “Property, Plant, and Equipment,” the land and buildings classified as held for sale in Clinton, Massachusetts and Asheboro, North Carolina were classified as current and the 8th Avenue properties held for sale were classified as noncurrent on the Consolidated Balance Sheets.
|
(b)
|
In connection with the 8th Avenue Transactions, the Company classified its 2018 Bridge Loan and associated debt issuance costs as held for sale at September 30, 2018. See Note 17 for information about the 2018 Bridge Loan.
|
|
Post Consumer Brands
|
|
Weetabix
|
|
Foodservice
|
|
Refrigerated Retail
|
|
Active Nutrition
|
|
Private Brands
|
|
Total
|
||||||||||||||
Balance, September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Goodwill (gross)
|
$
|
1,999.6
|
|
|
$
|
926.9
|
|
|
$
|
1,231.6
|
|
|
$
|
—
|
|
|
$
|
180.7
|
|
|
$
|
417.1
|
|
|
$
|
4,755.9
|
|
Accumulated impairment losses
|
(609.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(114.8
|
)
|
|
—
|
|
|
(723.9
|
)
|
|||||||
Goodwill (net)
|
$
|
1,390.5
|
|
|
$
|
926.9
|
|
|
$
|
1,231.6
|
|
|
$
|
—
|
|
|
$
|
65.9
|
|
|
$
|
417.1
|
|
|
$
|
4,032.0
|
|
Goodwill acquired
|
—
|
|
|
—
|
|
|
898.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
898.3
|
|
|||||||
Transfer of goodwill
|
—
|
|
|
—
|
|
|
(793.8
|
)
|
|
793.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Acquisition related adjustment
|
12.6
|
|
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.5
|
|
|||||||
Held for sale assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(417.1
|
)
|
|
(417.1
|
)
|
|||||||
Currency translation adjustment
|
(0.2
|
)
|
|
(24.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25.1
|
)
|
|||||||
Balance, September 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Goodwill (gross)
|
$
|
2,012.0
|
|
|
$
|
900.9
|
|
|
$
|
1,336.1
|
|
|
$
|
793.8
|
|
|
$
|
180.7
|
|
|
$
|
—
|
|
|
$
|
5,223.5
|
|
Accumulated impairment losses
|
(609.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(114.8
|
)
|
|
—
|
|
|
(723.9
|
)
|
|||||||
Goodwill (net)
|
$
|
1,402.9
|
|
|
$
|
900.9
|
|
|
$
|
1,336.1
|
|
|
$
|
793.8
|
|
|
$
|
65.9
|
|
|
$
|
—
|
|
|
$
|
4,499.6
|
|
Impairment loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(48.7
|
)
|
|
—
|
|
|
—
|
|
|
(48.7
|
)
|
|||||||
Acquisition related adjustment
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|||||||
Currency translation adjustment
|
(0.2
|
)
|
|
(50.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50.4
|
)
|
|||||||
Balance, September 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Goodwill (gross)
|
$
|
2,011.8
|
|
|
$
|
850.7
|
|
|
$
|
1,335.6
|
|
|
$
|
793.6
|
|
|
$
|
180.7
|
|
|
$
|
—
|
|
|
$
|
5,172.4
|
|
Accumulated impairment losses
|
(609.1
|
)
|
|
—
|
|
|
—
|
|
|
(48.7
|
)
|
|
(114.8
|
)
|
|
—
|
|
|
(772.6
|
)
|
|||||||
Goodwill (net)
|
$
|
1,402.7
|
|
|
$
|
850.7
|
|
|
$
|
1,335.6
|
|
|
$
|
744.9
|
|
|
$
|
65.9
|
|
|
$
|
—
|
|
|
$
|
4,399.8
|
|
|
Year Ended
September 30, 2019 |
||
8th Avenue’s net loss available to 8th Avenue’s common shareholders
|
$
|
(46.7
|
)
|
|
60.5
|
%
|
|
Equity method loss available to Post
|
$
|
(28.3
|
)
|
Less: Amortization of basis difference, net of tax (a)
|
8.8
|
|
|
Equity method loss, net of tax
|
$
|
(37.1
|
)
|
(a)
|
The Company adjusted the historical basis of 8th Avenue’s assets and liabilities to fair value and recognized a total basis difference of $70.3. The basis difference related to inventory of $2.0, net of tax, was included in equity method loss in the year ended September 30, 2019. The basis difference related to property, plant and equipment and other intangible assets is being amortized over the weighted average useful lives of the assets. At September 30, 2019, the remaining basis difference to be amortized was $61.5.
|
|
Year Ended
September 30, 2019 |
||
Net sales
|
$
|
838.5
|
|
Gross profit
|
$
|
139.6
|
|
|
|
||
Net loss
|
$
|
(17.6
|
)
|
Less: Preferred stock dividend
|
29.1
|
|
|
Net Loss Available to 8th Avenue Common Shareholders
|
$
|
(46.7
|
)
|
|
|
||
|
September 30, 2019
|
||
Current assets
|
$
|
209.2
|
|
Other assets
|
826.2
|
|
|
Total Assets
|
$
|
1,035.4
|
|
|
|
||
Current portion of long-term debt
|
$
|
5.3
|
|
Accounts payable and other current liabilities
|
74.3
|
|
|
Long-term debt
|
644.9
|
|
|
Other liabilities
|
76.5
|
|
|
Total Liabilities
|
801.0
|
|
|
Preferred stock
|
29.1
|
|
|
Other shareholders’ equity
|
205.3
|
|
|
Shareholders’ Equity
|
234.4
|
|
|
Total Liabilities and Shareholders’ Equity
|
$
|
1,035.4
|
|
|
Year Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Domestic
|
$
|
80.4
|
|
|
$
|
289.0
|
|
|
$
|
49.7
|
|
Foreign
|
78.7
|
|
|
(24.3
|
)
|
|
24.7
|
|
|||
Earnings before Income Taxes and Equity Method Loss
|
$
|
159.1
|
|
|
$
|
264.7
|
|
|
$
|
74.4
|
|
|
|
|
|
|
|
||||||
Income tax (benefit) expense
|
$
|
(3.9
|
)
|
|
$
|
(204.0
|
)
|
|
$
|
26.1
|
|
Effective income tax rate
|
(2.5
|
)%
|
|
(77.1
|
)%
|
|
35.1
|
%
|
|
Year Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
61.5
|
|
|
$
|
27.3
|
|
|
$
|
(5.8
|
)
|
State
|
2.6
|
|
|
5.2
|
|
|
4.3
|
|
|||
Foreign
|
12.3
|
|
|
20.0
|
|
|
10.2
|
|
|||
|
76.4
|
|
|
52.5
|
|
|
8.7
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(61.8
|
)
|
|
(253.5
|
)
|
|
19.7
|
|
|||
State
|
(15.2
|
)
|
|
21.4
|
|
|
2.7
|
|
|||
Foreign
|
(3.3
|
)
|
|
(24.4
|
)
|
|
(5.0
|
)
|
|||
|
(80.3
|
)
|
|
(256.5
|
)
|
|
17.4
|
|
|||
Income tax (benefit) expense
|
$
|
(3.9
|
)
|
|
$
|
(204.0
|
)
|
|
$
|
26.1
|
|
|
Year Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Computed tax (a)
|
$
|
33.4
|
|
|
$
|
64.9
|
|
|
$
|
26.1
|
|
Enacted tax law and changes, including the Tax Act (a)
|
(4.8
|
)
|
|
(270.9
|
)
|
|
—
|
|
|||
Non-deductible goodwill impairment loss
|
6.9
|
|
|
—
|
|
|
7.2
|
|
|||
Non-deductible compensation
|
2.7
|
|
|
1.2
|
|
|
1.8
|
|
|||
Non-deductible transaction costs
|
2.2
|
|
|
1.5
|
|
|
2.9
|
|
|||
Domestic production activities deduction
|
—
|
|
|
(5.9
|
)
|
|
—
|
|
|||
State income tax (benefit) expense, net of effect on federal tax
|
(0.7
|
)
|
|
5.6
|
|
|
0.8
|
|
|||
Non-taxable interest income
|
—
|
|
|
(2.4
|
)
|
|
(3.4
|
)
|
|||
Valuation allowances
|
6.6
|
|
|
4.1
|
|
|
4.8
|
|
|||
Change in deferred tax rates
|
(4.6
|
)
|
|
0.3
|
|
|
—
|
|
|||
Uncertain tax positions
|
(7.9
|
)
|
|
0.3
|
|
|
(0.5
|
)
|
|||
Net losses and basis difference attributable to equity method investment
|
4.4
|
|
|
—
|
|
|
—
|
|
|||
Income tax credits
|
(3.0
|
)
|
|
(2.3
|
)
|
|
(1.4
|
)
|
|||
Rate differential on foreign income
|
(7.7
|
)
|
|
(5.3
|
)
|
|
(6.8
|
)
|
|||
Excess tax benefits for share-based payments
|
(33.4
|
)
|
|
(1.8
|
)
|
|
(6.2
|
)
|
|||
Other, net (none in excess of 5% of statutory tax)
|
2.0
|
|
|
6.7
|
|
|
0.8
|
|
|||
Income tax (benefit) expense
|
$
|
(3.9
|
)
|
|
$
|
(204.0
|
)
|
|
$
|
26.1
|
|
(a)
|
Fiscal 2019 and 2017 federal corporate income tax was computed at the federal statutory rate of 21% and 35%, respectively. Fiscal 2018 federal corporate income tax was computed using a blended U.S. federal corporate income tax rate of 24.5%, as discussed below.
|
|
September 30, 2019
|
|
September 30, 2018
|
||||||||||||||||||||
|
Assets
|
|
Liabilities
|
|
Net
|
|
Assets
|
|
Liabilities
|
|
Net
|
||||||||||||
Accrued vacation, incentive and severance
|
$
|
7.7
|
|
|
$
|
—
|
|
|
$
|
7.7
|
|
|
$
|
10.0
|
|
|
$
|
—
|
|
|
$
|
10.0
|
|
Inventory
|
6.2
|
|
|
—
|
|
|
6.2
|
|
|
4.0
|
|
|
—
|
|
|
4.0
|
|
||||||
Accrued liabilities
|
15.6
|
|
|
—
|
|
|
15.6
|
|
|
17.4
|
|
|
—
|
|
|
17.4
|
|
||||||
Property
|
—
|
|
|
(173.4
|
)
|
|
(173.4
|
)
|
|
—
|
|
|
(161.7
|
)
|
|
(161.7
|
)
|
||||||
Intangible assets
|
—
|
|
|
(652.4
|
)
|
|
(652.4
|
)
|
|
—
|
|
|
(688.3
|
)
|
|
(688.3
|
)
|
||||||
Pension and other postretirement benefits
|
—
|
|
|
(11.2
|
)
|
|
(11.2
|
)
|
|
—
|
|
|
(15.3
|
)
|
|
(15.3
|
)
|
||||||
Basis difference attributable to equity method investment
|
—
|
|
|
(30.0
|
)
|
|
(30.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based and deferred compensation
|
19.9
|
|
|
—
|
|
|
19.9
|
|
|
27.5
|
|
|
—
|
|
|
27.5
|
|
||||||
Derivative mark-to-market adjustments
|
98.5
|
|
|
—
|
|
|
98.5
|
|
|
18.1
|
|
|
—
|
|
|
18.1
|
|
||||||
Disallowed interest carryforwards
|
29.7
|
|
|
—
|
|
|
29.7
|
|
|
6.9
|
|
|
—
|
|
|
6.9
|
|
||||||
Net operating loss and credit carryforwards
|
30.8
|
|
|
—
|
|
|
30.8
|
|
|
27.2
|
|
|
—
|
|
|
27.2
|
|
||||||
Other items
|
4.5
|
|
|
(1.8
|
)
|
|
2.7
|
|
|
4.7
|
|
|
(3.2
|
)
|
|
1.5
|
|
||||||
Total gross deferred income taxes
|
212.9
|
|
|
(868.8
|
)
|
|
(655.9
|
)
|
|
115.8
|
|
|
(868.5
|
)
|
|
(752.7
|
)
|
||||||
Valuation allowance
|
(32.6
|
)
|
|
—
|
|
|
(32.6
|
)
|
|
(25.7
|
)
|
|
—
|
|
|
(25.7
|
)
|
||||||
Total deferred taxes
|
$
|
180.3
|
|
|
$
|
(868.8
|
)
|
|
$
|
(688.5
|
)
|
|
$
|
90.1
|
|
|
$
|
(868.5
|
)
|
|
$
|
(778.4
|
)
|
|
September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Balance, beginning of year
|
$
|
9.9
|
|
|
$
|
8.6
|
|
|
$
|
9.3
|
|
Additions for tax positions taken in current year and acquisitions
|
0.1
|
|
|
2.0
|
|
|
—
|
|
|||
Additions (reductions) for tax positions taken in prior years
|
5.7
|
|
|
(0.1
|
)
|
|
—
|
|
|||
Held for sale liabilities
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|||
Settlements with tax authorities/statute expirations
|
(7.1
|
)
|
|
—
|
|
|
(0.7
|
)
|
|||
Balance, end of year
|
$
|
8.6
|
|
|
$
|
9.9
|
|
|
$
|
8.6
|
|
|
Year ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net earnings for basic earnings per share
|
$
|
121.7
|
|
|
$
|
457.3
|
|
|
$
|
34.8
|
|
Dilutive preferred stock dividends
|
3.0
|
|
|
10.0
|
|
|
—
|
|
|||
Net earnings for diluted earnings per share
|
$
|
124.7
|
|
|
$
|
467.3
|
|
|
$
|
34.8
|
|
|
|
|
|
|
|
||||||
Weighted-average shares outstanding
|
70.8
|
|
|
66.6
|
|
|
65.2
|
|
|||
Effect of TEUs on weighted-average shares for basic earnings per share
|
—
|
|
|
—
|
|
|
2.6
|
|
|||
Weighted-average shares for basic earnings per share
|
70.8
|
|
|
66.6
|
|
|
67.8
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Stock options
|
1.6
|
|
|
1.8
|
|
|
1.8
|
|
|||
Stock appreciation rights
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|||
Restricted stock awards
|
0.5
|
|
|
0.4
|
|
|
0.3
|
|
|||
Preferred shares conversion to common
|
2.1
|
|
|
7.0
|
|
|
—
|
|
|||
Total dilutive securities
|
4.3
|
|
|
9.3
|
|
|
2.1
|
|
|||
Weighted-average shares for diluted earnings per share
|
75.1
|
|
|
75.9
|
|
|
69.9
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings per common share
|
$
|
1.72
|
|
|
$
|
6.87
|
|
|
$
|
0.51
|
|
Diluted earnings per common share
|
$
|
1.66
|
|
|
$
|
6.16
|
|
|
$
|
0.50
|
|
|
Year ended September 30,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Stock options
|
0.1
|
|
|
0.6
|
|
|
0.3
|
|
Restricted stock awards
|
—
|
|
|
0.1
|
|
|
—
|
|
Preferred shares conversion to common
|
—
|
|
|
—
|
|
|
9.1
|
|
|
Year Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Advertising and promotion expenses (a)
|
$
|
122.3
|
|
|
$
|
153.4
|
|
|
$
|
159.7
|
|
Repair and maintenance expenses
|
156.9
|
|
|
149.1
|
|
|
162.6
|
|
|||
Research and development expenses
|
25.0
|
|
|
25.1
|
|
|
18.6
|
|
|||
Rent expense
|
40.1
|
|
|
41.3
|
|
|
41.8
|
|
|||
Interest income
|
(7.9
|
)
|
|
(7.4
|
)
|
|
(6.8
|
)
|
|||
Interest paid
|
344.4
|
|
|
373.9
|
|
|
333.6
|
|
|||
Income taxes paid
|
65.0
|
|
|
23.0
|
|
|
29.6
|
|
|||
Accrued additions to property
|
24.7
|
|
|
30.4
|
|
|
21.0
|
|
(a)
|
As a result of the adoption of ASU 2014-09, certain payments to customers totaling $23.7 in the year ended September 30, 2019 previously classified as advertising and promotion expenses were classified as net sales. For additional information, see Note 3.
|
|
September 30,
|
||||||
|
2019
|
|
2018
|
||||
Receivables, net
|
|
|
|
||||
Trade
|
$
|
408.4
|
|
|
$
|
412.8
|
|
Income tax receivable
|
21.9
|
|
|
41.5
|
|
||
Other
|
16.8
|
|
|
10.3
|
|
||
|
447.1
|
|
|
464.6
|
|
||
Allowance for doubtful accounts
|
(2.0
|
)
|
|
(2.3
|
)
|
||
|
$
|
445.1
|
|
|
$
|
462.3
|
|
Inventories
|
|
|
|
||||
Raw materials and supplies
|
$
|
99.4
|
|
|
$
|
107.8
|
|
Work in process
|
19.4
|
|
|
17.8
|
|
||
Finished products
|
425.4
|
|
|
324.1
|
|
||
Flocks
|
35.6
|
|
|
34.5
|
|
||
|
$
|
579.8
|
|
|
$
|
484.2
|
|
Other Assets
|
|
|
|
||||
Pension asset
|
$
|
166.7
|
|
|
$
|
167.0
|
|
Hedging assets - non-current
|
19.3
|
|
|
52.0
|
|
||
Other
|
19.5
|
|
|
27.8
|
|
||
|
$
|
205.5
|
|
|
$
|
246.8
|
|
Accounts Payable
|
|
|
|
||||
Trade
|
$
|
349.6
|
|
|
$
|
329.3
|
|
Book cash overdrafts
|
35.1
|
|
|
26.7
|
|
||
Other
|
10.9
|
|
|
9.1
|
|
||
|
$
|
395.6
|
|
|
$
|
365.1
|
|
Other Current Liabilities
|
|
|
|
||||
Advertising and promotion
|
$
|
45.2
|
|
|
$
|
53.6
|
|
Accrued interest
|
46.0
|
|
|
38.5
|
|
||
Accrued compensation
|
85.3
|
|
|
114.2
|
|
||
Hedging liabilities
|
87.6
|
|
|
27.7
|
|
||
Accrued legal settlements
|
16.1
|
|
|
23.9
|
|
||
Accrued appraisal rights and related interest
|
19.1
|
|
|
—
|
|
||
Other
|
94.5
|
|
|
81.4
|
|
||
|
$
|
393.8
|
|
|
$
|
339.3
|
|
Other Liabilities
|
|
|
|
||||
Pension and other postretirement benefit obligations
|
$
|
66.0
|
|
|
$
|
53.3
|
|
Hedging liabilities - non-current
|
330.5
|
|
|
113.7
|
|
||
Accrued compensation - non-current
|
34.0
|
|
|
30.4
|
|
||
Accrued appraisal rights and related interest
|
—
|
|
|
267.0
|
|
||
Other
|
26.4
|
|
|
34.9
|
|
||
|
$
|
456.9
|
|
|
$
|
499.3
|
|
|
September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Balance, beginning of year
|
$
|
2.3
|
|
|
$
|
1.6
|
|
|
$
|
1.6
|
|
Provision charged to expense
|
0.1
|
|
|
0.1
|
|
|
0.3
|
|
|||
Write-offs, less recoveries
|
(0.4
|
)
|
|
(1.2
|
)
|
|
(0.3
|
)
|
|||
Held for sale assets
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|||
Other (a)
|
—
|
|
|
2.3
|
|
|
—
|
|
|||
Balance, end of year
|
$
|
2.0
|
|
|
$
|
2.3
|
|
|
$
|
1.6
|
|
(a)
|
Other items are primarily related to acquisitions.
|
•
|
Commodity and energy futures and option contracts which relate to inputs that generally will be utilized within the next year;
|
•
|
a pay-fixed, receive-variable interest rate swap maturing in May 2021 that requires monthly settlements and has the effect of hedging interest payments on debt expected to be issued but not yet priced; and
|
•
|
rate-lock interest rate swaps that require seven lump sum settlements with the first settlement occurring in December 2019 and the last in July 2023 and have the effect of hedging interest payments on debt expected to be issued but not yet priced.
|
•
|
Pay-fixed, receive-fixed cross-currency swaps with maturities in July 2022 that require quarterly cash settlements and are used as net investment hedges of the Company’s investment in the Weetabix Group, which is denominated in Pounds Sterling; and
|
•
|
a pay-fixed, receive-variable interest rate swap maturing in May 2024 that requires monthly settlements and is used as a cash flow hedge of forecasted interest payments on the Company’s variable rate term loan.
|
|
|
September 30,
2019 |
|
September 30,
2018 |
||||
Not designated as hedging instruments under ASC Topic 815:
|
|
|
|
|
||||
Commodity contracts
|
|
$
|
47.1
|
|
|
$
|
64.3
|
|
Energy contracts
|
|
39.8
|
|
|
20.8
|
|
||
Foreign exchange contracts - Forward contracts
|
|
—
|
|
|
9.3
|
|
||
Interest rate swap
|
|
73.1
|
|
|
74.6
|
|
||
Interest rate swaps - Rate-lock swaps
|
|
1,531.0
|
|
|
1,649.3
|
|
||
Designated as hedging instruments under ASC Topic 815:
|
|
|
|
|
||||
Foreign exchange contracts - Cross-currency swaps
|
|
448.7
|
|
|
662.9
|
|
||
Interest rate swap
|
|
200.0
|
|
|
1,000.0
|
|
|
|
|
|
Fair Value
|
|
Portion Designated as Hedging Instruments
|
||||||||||||
|
|
Balance Sheet Location
|
|
September 30,
2019 |
|
September 30,
2018 |
|
September 30,
2019 |
|
September 30,
2018 |
||||||||
Asset Derivatives:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
|
Prepaid expenses and other current assets
|
|
$
|
1.9
|
|
|
$
|
1.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Energy contracts
|
|
Prepaid expenses and other current assets
|
|
0.7
|
|
|
4.9
|
|
|
—
|
|
|
—
|
|
||||
Commodity contracts
|
|
Other assets
|
|
0.1
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
||||
Energy contracts
|
|
Other assets
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||
Foreign exchange contracts
|
|
Prepaid expenses and other current assets
|
|
1.3
|
|
|
1.2
|
|
|
1.3
|
|
|
1.1
|
|
||||
Foreign exchange contracts
|
|
Other assets
|
|
19.2
|
|
|
17.6
|
|
|
19.2
|
|
|
17.6
|
|
||||
Interest rate swaps
|
|
Prepaid expenses and other current assets
|
|
—
|
|
|
6.4
|
|
|
—
|
|
|
6.4
|
|
||||
Interest rate swaps
|
|
Other assets
|
|
—
|
|
|
33.9
|
|
|
—
|
|
|
30.6
|
|
||||
|
|
|
|
$
|
23.2
|
|
|
$
|
66.4
|
|
|
$
|
20.5
|
|
|
$
|
55.7
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liability Derivatives:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
|
Other current liabilities
|
|
$
|
1.0
|
|
|
$
|
2.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Energy contracts
|
|
Other current liabilities
|
|
1.5
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
||||
Energy contracts
|
|
Other liabilities
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Foreign exchange contracts
|
|
Other current liabilities
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
1.4
|
|
||||
Foreign exchange contracts
|
|
Other liabilities
|
|
—
|
|
|
19.4
|
|
|
—
|
|
|
19.4
|
|
||||
Interest rate swaps
|
|
Other current liabilities
|
|
85.1
|
|
|
23.6
|
|
|
1.6
|
|
|
—
|
|
||||
Interest rate swaps
|
|
Other liabilities
|
|
330.4
|
|
|
94.3
|
|
|
6.2
|
|
|
—
|
|
||||
|
|
|
|
$
|
418.1
|
|
|
$
|
141.4
|
|
|
$
|
7.8
|
|
|
$
|
20.8
|
|
Derivatives Not Designated as Hedging Instruments
|
|
Statement of Operations Location
|
|
Loss (Gain) Recognized in Statement of Operations
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||||
Commodity contracts
|
|
Cost of goods sold
|
|
$
|
2.8
|
|
|
$
|
4.0
|
|
|
$
|
(0.4
|
)
|
Energy contracts
|
|
Cost of goods sold
|
|
5.0
|
|
|
(6.4
|
)
|
|
(1.3
|
)
|
|||
Foreign exchange contracts
|
|
Selling, general and administrative expenses
|
|
—
|
|
|
1.5
|
|
|
0.8
|
|
|||
Foreign exchange contracts
|
|
Expense (income) on swaps, net
|
|
—
|
|
|
—
|
|
|
10.3
|
|
|||
Interest rate swaps
|
|
Expense (income) on swaps, net
|
|
306.6
|
|
|
(95.6
|
)
|
|
(102.1
|
)
|
Derivatives Designated as Hedging Instruments
|
|
Loss (Gain) Recognized in OCI
|
|
(Gain) Loss Reclassified from Accumulated OCI into Earnings
|
|
Statement of Operations Location
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
|
||||||||||||||
Foreign exchange contracts
|
|
$
|
—
|
|
|
$
|
(0.2
|
)
|
|
$
|
(1.6
|
)
|
|
$
|
—
|
|
|
$
|
(1.3
|
)
|
|
$
|
—
|
|
|
Selling, general and administrative expenses
|
Interest rate swaps
|
|
13.8
|
|
|
(44.2
|
)
|
|
5.6
|
|
|
(31.0
|
)
|
|
(2.3
|
)
|
|
0.7
|
|
|
Interest expense, net
|
||||||
Cross-currency swaps
|
|
(54.3
|
)
|
|
(27.8
|
)
|
|
14.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Expense (income) on swaps, net
|
|
September 30, 2019
|
|
September 30, 2018
|
||||||||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Total
|
|
Level 1
|
|
Level 2
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deferred compensation investment
|
$
|
11.2
|
|
|
$
|
11.2
|
|
|
$
|
—
|
|
|
$
|
43.6
|
|
|
$
|
43.6
|
|
|
$
|
—
|
|
Derivative assets
|
23.2
|
|
|
—
|
|
|
23.2
|
|
|
66.4
|
|
|
—
|
|
|
66.4
|
|
||||||
|
$
|
34.4
|
|
|
$
|
11.2
|
|
|
$
|
23.2
|
|
|
$
|
110.0
|
|
|
$
|
43.6
|
|
|
$
|
66.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deferred compensation liabilities
|
$
|
31.0
|
|
|
$
|
—
|
|
|
$
|
31.0
|
|
|
$
|
52.2
|
|
|
$
|
—
|
|
|
$
|
52.2
|
|
Derivative liabilities
|
418.1
|
|
|
—
|
|
|
418.1
|
|
|
141.4
|
|
|
—
|
|
|
141.4
|
|
||||||
|
$
|
449.1
|
|
|
$
|
—
|
|
|
$
|
449.1
|
|
|
$
|
193.6
|
|
|
$
|
—
|
|
|
$
|
193.6
|
|
Balance, September 30, 2017
|
$
|
—
|
|
Transfers of assets into held for sale
|
1,051.6
|
|
|
Transfers of liabilities into held for sale
|
(760.7
|
)
|
|
Balance, September 30, 2018
|
$
|
290.9
|
|
Gains related to assets and liabilities held for sale
|
124.6
|
|
|
Proceeds from the sale of assets and liabilities held for sale
|
(276.6
|
)
|
|
Investment in 8th Avenue, working capital and other adjustments
|
(138.9
|
)
|
|
Transfer of assets into held for sale
|
9.9
|
|
|
Balance, September 30, 2019
|
$
|
9.9
|
|
|
September 30,
|
||||||
|
2019
|
|
2018
|
||||
5.50% Senior Notes maturing December 2029
|
$
|
750.0
|
|
|
$
|
—
|
|
5.625% Senior Notes maturing January 2028
|
940.9
|
|
|
960.9
|
|
||
5.50% Senior Notes maturing March 2025
|
1,000.0
|
|
|
1,000.0
|
|
||
5.75% Senior Notes maturing March 2027
|
1,299.3
|
|
|
1,326.3
|
|
||
5.00% Senior Notes maturing August 2026
|
1,697.3
|
|
|
1,710.3
|
|
||
8.00% Senior Notes maturing July 2025
|
122.2
|
|
|
122.2
|
|
||
Term Loan
|
1,309.5
|
|
|
2,172.5
|
|
||
2018 Bridge Loan (a)
|
—
|
|
|
—
|
|
||
Capital leases
|
0.1
|
|
|
0.2
|
|
||
|
7,119.3
|
|
|
7,292.4
|
|
||
Less: Current Portion
|
(13.5
|
)
|
|
(22.1
|
)
|
||
Debt issuance costs, net (a)
|
(69.0
|
)
|
|
(71.2
|
)
|
||
Plus: Unamortized premium
|
29.2
|
|
|
33.0
|
|
||
Total long-term debt
|
$
|
7,066.0
|
|
|
$
|
7,232.1
|
|
|
|
Repayments of Long-Term Debt
|
|
Loss on Extinguishment of Debt, net
|
||||||||||||||||||
Year Ended
September 30, |
|
Issuance
|
|
Principal Amount Repaid
|
|
Debt Repurchased at a Discount
|
|
Premium and Debt Extinguishment Costs Paid
|
|
Write-off of Debt Issuance Costs
|
|
Write-off of Unamortized Premium
|
||||||||||
|
|
Term Loan
|
|
$
|
863.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7.6
|
|
|
$
|
—
|
|
|
|
5.75% Senior Notes
|
|
27.0
|
|
|
(1.5
|
)
|
|
—
|
|
|
0.3
|
|
|
(0.7
|
)
|
|||||
|
|
5.625% Senior Notes
|
|
20.0
|
|
|
(1.3
|
)
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|||||
|
|
5.00% Senior Notes
|
|
13.0
|
|
|
(1.2
|
)
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|||||
|
|
Capital lease
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
2018 Bridge Loan (a)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.6
|
|
|
—
|
|
|||||
2019
|
|
Total
|
|
$
|
923.1
|
|
|
$
|
(4.0
|
)
|
|
$
|
—
|
|
|
$
|
10.8
|
|
|
$
|
(0.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
6.00% Senior Notes
|
|
$
|
630.0
|
|
|
$
|
—
|
|
|
$
|
30.8
|
|
|
$
|
6.5
|
|
|
$
|
—
|
|
|
|
5.625% Senior Notes
|
|
39.1
|
|
|
(2.1
|
)
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|||||
|
|
5.75% Senior Notes
|
|
173.7
|
|
|
(3.1
|
)
|
|
—
|
|
|
1.9
|
|
|
(4.6
|
)
|
|||||
|
|
5.00% Senior Notes
|
|
39.7
|
|
|
(2.5
|
)
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|||||
|
|
8.00% Senior Notes
|
|
15.3
|
|
|
—
|
|
|
2.0
|
|
|
0.1
|
|
|
—
|
|
|||||
|
|
Term Loan (b)
|
|
22.0
|
|
|
—
|
|
|
0.9
|
|
|
0.4
|
|
|
—
|
|
|||||
2018
|
|
Total
|
|
$
|
919.8
|
|
|
$
|
(7.7
|
)
|
|
$
|
33.7
|
|
|
$
|
9.7
|
|
|
$
|
(4.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
6.75% Senior Notes
|
|
$
|
875.0
|
|
|
$
|
—
|
|
|
$
|
63.0
|
|
|
$
|
8.9
|
|
|
$
|
(13.4
|
)
|
|
|
7.375% Senior Notes
|
|
133.0
|
|
|
—
|
|
|
4.9
|
|
|
1.2
|
|
|
(2.1
|
)
|
|||||
|
|
7.75% Senior Notes
|
|
800.0
|
|
|
—
|
|
|
108.6
|
|
|
6.3
|
|
|
—
|
|
|||||
|
|
8.00% Senior Notes
|
|
262.5
|
|
|
—
|
|
|
43.3
|
|
|
2.2
|
|
|
—
|
|
|||||
|
|
Term Loan
|
|
5.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
TEUs
|
|
11.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
4.57% 2012 Series Bond
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
Capital lease
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
2017
|
|
Total
|
|
$
|
2,088.4
|
|
|
$
|
—
|
|
|
$
|
219.8
|
|
|
$
|
18.6
|
|
|
$
|
(15.5
|
)
|
(a)
|
In connection with the assumption of the 2018 Bridge Loan by 8th Avenue discussed above, the Company recorded a write-off of debt issuance costs during the year ended September 30, 2019 for costs that were not refunded upon the closing of the 8th Avenue Transactions.
|
(b)
|
In connection with an amendment to the Credit Agreement entered into on March 8, 2018, the Company paid debt extinguishment costs and recorded a write-off of debt issuance costs.
|
|
North America
|
|
Other International
|
||||||||||||
|
Year Ended
September 30, |
|
Year Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of period
|
$
|
100.9
|
|
|
$
|
100.6
|
|
|
$
|
691.2
|
|
|
$
|
723.6
|
|
Service cost
|
3.7
|
|
|
4.2
|
|
|
5.6
|
|
|
6.7
|
|
||||
Interest cost
|
4.1
|
|
|
3.6
|
|
|
18.9
|
|
|
19.6
|
|
||||
Plan participants’ contributions
|
0.5
|
|
|
0.6
|
|
|
2.2
|
|
|
2.4
|
|
||||
Prior service cost (a)
|
—
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
||||
Actuarial loss (gain)
|
17.3
|
|
|
(4.3
|
)
|
|
126.6
|
|
|
(14.0
|
)
|
||||
Benefits paid
|
(4.6
|
)
|
|
(3.4
|
)
|
|
(26.2
|
)
|
|
(27.6
|
)
|
||||
Currency translation
|
(0.4
|
)
|
|
(0.4
|
)
|
|
(39.3
|
)
|
|
(19.5
|
)
|
||||
Benefit obligation at end of period
|
$
|
121.5
|
|
|
$
|
100.9
|
|
|
$
|
780.5
|
|
|
$
|
691.2
|
|
|
|
|
|
|
|
|
|
||||||||
Change in fair value of plan assets
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of period
|
$
|
114.1
|
|
|
$
|
80.9
|
|
|
$
|
844.5
|
|
|
$
|
876.7
|
|
Actual return on plan assets
|
9.8
|
|
|
3.9
|
|
|
169.9
|
|
|
9.6
|
|
||||
Employer contributions
|
0.3
|
|
|
32.6
|
|
|
4.8
|
|
|
7.2
|
|
||||
Plan participants’ contributions
|
0.5
|
|
|
0.6
|
|
|
2.2
|
|
|
2.4
|
|
||||
Benefits paid
|
(4.6
|
)
|
|
(3.4
|
)
|
|
(26.2
|
)
|
|
(27.6
|
)
|
||||
Currency translation
|
(0.4
|
)
|
|
(0.5
|
)
|
|
(48.3
|
)
|
|
(23.8
|
)
|
||||
Fair value of plan assets at end of period
|
119.7
|
|
|
114.1
|
|
|
946.9
|
|
|
844.5
|
|
||||
Funded status
|
$
|
(1.8
|
)
|
|
$
|
13.2
|
|
|
$
|
166.4
|
|
|
$
|
153.3
|
|
|
|
|
|
|
|
|
|
||||||||
Amounts recognized in assets or liabilities
|
|
|
|
|
|
|
|
||||||||
Other assets
|
$
|
0.3
|
|
|
$
|
13.7
|
|
|
$
|
166.4
|
|
|
$
|
153.3
|
|
Other liabilities
|
(2.1
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
||||
Net amount recognized
|
$
|
(1.8
|
)
|
|
$
|
13.2
|
|
|
$
|
166.4
|
|
|
$
|
153.3
|
|
|
|
|
|
|
|
|
|
||||||||
Amounts recognized in accumulated other comprehensive loss
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss (gain)
|
$
|
23.4
|
|
|
$
|
9.5
|
|
|
$
|
(46.5
|
)
|
|
$
|
(32.0
|
)
|
Prior service cost
|
0.4
|
|
|
0.5
|
|
|
0.1
|
|
|
—
|
|
||||
Total
|
$
|
23.8
|
|
|
$
|
10.0
|
|
|
$
|
(46.4
|
)
|
|
$
|
(32.0
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average assumptions used to determine benefit obligation
|
|
|
|
|
|
|
|
||||||||
Discount rate — U.S. plans
|
3.32
|
%
|
|
4.30
|
%
|
|
n/a
|
|
|
n/a
|
|
||||
Discount rate — Canadian plans
|
2.84
|
%
|
|
3.53
|
%
|
|
n/a
|
|
|
n/a
|
|
||||
Discount rate — Other international plans
|
n/a
|
|
|
n/a
|
|
|
1.84
|
%
|
|
2.81
|
%
|
||||
Rate of compensation increase — U.S. plans
|
3.00
|
%
|
|
3.00
|
%
|
|
n/a
|
|
|
n/a
|
|
||||
Rate of compensation increase — Canadian plans
|
2.75
|
%
|
|
2.75
|
%
|
|
n/a
|
|
|
n/a
|
|
||||
Rate of compensation increase — Other international plans
|
n/a
|
|
|
n/a
|
|
|
2.55
|
%
|
|
2.75
|
%
|
(a)
|
During the year ended September 30, 2019, the Company recognized prior service costs as a result of U.K. high court rulings made in connection with the Guaranteed Minimum Pension (the “GMP”).
|
|
North America
|
||||||||||
|
Year Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Components of net periodic benefit cost
|
|
|
|
|
|
||||||
Service cost
|
$
|
3.7
|
|
|
$
|
4.2
|
|
|
$
|
4.1
|
|
Interest cost
|
4.1
|
|
|
3.6
|
|
|
2.5
|
|
|||
Expected return on plan assets
|
(6.4
|
)
|
|
(4.4
|
)
|
|
(3.2
|
)
|
|||
Recognized net actuarial loss
|
—
|
|
|
1.1
|
|
|
1.6
|
|
|||
Recognized prior service cost
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
|||
Net periodic benefit cost
|
$
|
1.5
|
|
|
$
|
4.6
|
|
|
$
|
5.2
|
|
|
|
|
|
|
|
||||||
Weighted-average assumptions used to determine net benefit cost
|
|
|
|
|
|
||||||
Discount rate — U.S. plans
|
4.30
|
%
|
|
3.86
|
%
|
|
3.66
|
%
|
|||
Discount rate — Canadian plans
|
3.53
|
%
|
|
3.63
|
%
|
|
3.18
|
%
|
|||
Rate of compensation increase — U.S. plans
|
3.00
|
%
|
|
3.00
|
%
|
|
2.99
|
%
|
|||
Rate of compensation increase — Canadian plans
|
2.75
|
%
|
|
2.69
|
%
|
|
2.50
|
%
|
|||
Expected return on plan assets — U.S. plans
|
5.74
|
%
|
|
5.46
|
%
|
|
5.33
|
%
|
|||
Expected return on plan assets — Canadian plans
|
5.75
|
%
|
|
6.00
|
%
|
|
6.00
|
%
|
|||
|
|
|
|
|
|
||||||
Changes in benefit obligation recognized in Total Comprehensive Income
|
|
|
|
|
|
||||||
Net loss (gain)
|
$
|
13.9
|
|
|
$
|
(3.7
|
)
|
|
$
|
(3.1
|
)
|
Recognized loss
|
—
|
|
|
(1.1
|
)
|
|
(1.6
|
)
|
|||
Recognized prior service cost
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|||
Currency translation
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||
Total recognized in other comprehensive income (before tax effects)
|
$
|
13.8
|
|
|
$
|
(4.9
|
)
|
|
$
|
(5.0
|
)
|
|
Other International
|
||||||||||
|
Year Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Components of net periodic benefit cost
|
|
|
|
|
|
||||||
Service cost
|
$
|
5.6
|
|
|
$
|
6.7
|
|
|
$
|
1.7
|
|
Interest cost
|
18.9
|
|
|
19.6
|
|
|
4.9
|
|
|||
Expected return on plan assets
|
(28.8
|
)
|
|
(31.7
|
)
|
|
(7.5
|
)
|
|||
Recognized curtailment (a)
|
1.5
|
|
|
—
|
|
|
—
|
|
|||
Net periodic benefit income
|
$
|
(2.8
|
)
|
|
$
|
(5.4
|
)
|
|
$
|
(0.9
|
)
|
|
|
|
|
|
|
||||||
Weighted-average assumptions used to determine net benefit cost
|
|
|
|
|
|
||||||
Discount rate
|
2.81
|
%
|
|
2.72
|
%
|
|
2.61
|
%
|
|||
Rate of compensation increase
|
2.75
|
%
|
|
2.70
|
%
|
|
2.75
|
%
|
|||
Expected return on plan assets
|
3.51
|
%
|
|
3.56
|
%
|
|
3.52
|
%
|
|||
|
|
|
|
|
|
||||||
Changes in plan assets and benefit obligation recognized in Total Comprehensive Income
|
|
|
|
|
|
||||||
Net (gain) loss
|
$
|
(14.4
|
)
|
|
$
|
8.2
|
|
|
$
|
(39.3
|
)
|
Prior service cost (b)
|
1.5
|
|
|
—
|
|
|
—
|
|
|||
Recognized curtailment (a)
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|||
Currency translation
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|||
Total recognized in other comprehensive income (before tax effects)
|
$
|
(14.4
|
)
|
|
$
|
8.2
|
|
|
$
|
(40.2
|
)
|
(a)
|
In September 2019, the Company signed an amendment to the pension deed to close the defined benefit plan for Weetabix employees in the U.K. participating in the group scheme. Eligibility is frozen to new entrants, and the benefit accrual is frozen with respect to current participants. Due to the closure of the group scheme plan, the prior service cost recognized in accumulated OCI in connection with the GMP high court rulings was reclassified to earnings during the year ended September 30, 2019.
|
(b)
|
During the year ended September 30, 2019, the Company recognized prior service cost as a result of U.K. high court rulings made in connection with the GMP.
|
|
North America
|
||||||||||||||||||||||
|
September 30, 2019
|
|
September 30, 2018
|
||||||||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Total
|
|
Level 1
|
|
Level 2
|
||||||||||||
Equities
|
$
|
9.9
|
|
|
$
|
—
|
|
|
$
|
9.9
|
|
|
$
|
9.5
|
|
|
$
|
—
|
|
|
$
|
9.5
|
|
Bonds
|
12.4
|
|
|
—
|
|
|
12.4
|
|
|
10.1
|
|
|
0.1
|
|
|
10.0
|
|
||||||
Fixed income
|
5.1
|
|
|
—
|
|
|
5.1
|
|
|
14.7
|
|
|
—
|
|
|
14.7
|
|
||||||
Cash
|
1.2
|
|
|
1.2
|
|
|
—
|
|
|
1.1
|
|
|
1.1
|
|
|
—
|
|
||||||
Fair value of plan assets in the fair value hierarchy
|
28.6
|
|
|
1.2
|
|
|
27.4
|
|
|
35.4
|
|
|
1.2
|
|
|
34.2
|
|
||||||
Equities
|
45.6
|
|
|
—
|
|
|
—
|
|
|
51.7
|
|
|
—
|
|
|
—
|
|
||||||
Fixed income
|
39.1
|
|
|
—
|
|
|
—
|
|
|
23.2
|
|
|
—
|
|
|
—
|
|
||||||
Real assets
|
6.4
|
|
|
—
|
|
|
—
|
|
|
3.8
|
|
|
—
|
|
|
—
|
|
||||||
Investments measured at net asset value (a)
|
91.1
|
|
|
—
|
|
|
—
|
|
|
78.7
|
|
|
—
|
|
|
—
|
|
||||||
Total plan assets
|
$
|
119.7
|
|
|
$
|
1.2
|
|
|
$
|
27.4
|
|
|
$
|
114.1
|
|
|
$
|
1.2
|
|
|
$
|
34.2
|
|
|
Other International
|
||||||||||||||||||||||
|
September 30, 2019
|
|
September 30, 2018
|
||||||||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Total
|
|
Level 1
|
|
Level 2
|
||||||||||||
Bonds
|
$
|
444.7
|
|
|
$
|
444.7
|
|
|
$
|
—
|
|
|
$
|
439.5
|
|
|
$
|
416.6
|
|
|
$
|
22.9
|
|
Liability driven instruments
|
333.5
|
|
|
333.5
|
|
|
—
|
|
|
201.4
|
|
|
201.4
|
|
|
—
|
|
||||||
Fixed income
|
82.2
|
|
|
82.2
|
|
|
—
|
|
|
61.5
|
|
|
61.5
|
|
|
—
|
|
||||||
Cash
|
2.4
|
|
|
2.4
|
|
|
—
|
|
|
1.6
|
|
|
1.6
|
|
|
—
|
|
||||||
Fair value of plan assets in the fair value hierarchy
|
862.8
|
|
|
862.8
|
|
|
—
|
|
|
704.0
|
|
|
681.1
|
|
|
22.9
|
|
||||||
Bonds
|
27.6
|
|
|
—
|
|
|
—
|
|
|
44.4
|
|
|
—
|
|
|
—
|
|
||||||
Fixed income
|
37.3
|
|
|
—
|
|
|
—
|
|
|
94.2
|
|
|
—
|
|
|
—
|
|
||||||
Real assets
|
16.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
2.7
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
—
|
|
||||||
Investments measured at net asset value (a)
|
84.1
|
|
|
—
|
|
|
—
|
|
|
140.5
|
|
|
—
|
|
|
—
|
|
||||||
Total plan assets
|
$
|
946.9
|
|
|
$
|
862.8
|
|
|
$
|
—
|
|
|
$
|
844.5
|
|
|
$
|
681.1
|
|
|
$
|
22.9
|
|
(a)
|
In accordance with ASC Topic 820-10, certain investments were measured at net asset value per share (“NAV”). In cases where the fair value was measured at NAV using the practical expedient provided for in ASC Topic 820-10, the investments have not been classified in the fair value hierarchy. The fair value amounts presented in these tables are intended to permit reconciliation of the fair value hierarchy to the tables above.
|
|
Year Ended
September 30, |
||||||
|
2019
|
|
2018
|
||||
Change in benefit obligation
|
|
|
|
||||
Benefit obligation at beginning of period
|
$
|
55.2
|
|
|
$
|
65.0
|
|
Service cost
|
0.4
|
|
|
0.5
|
|
||
Interest cost
|
2.1
|
|
|
2.1
|
|
||
Actuarial loss (gain)
|
11.5
|
|
|
(9.9
|
)
|
||
Benefits paid
|
(2.6
|
)
|
|
(2.3
|
)
|
||
Currency translation
|
(0.2
|
)
|
|
(0.2
|
)
|
||
Benefit obligation at end of period
|
$
|
66.4
|
|
|
$
|
55.2
|
|
|
|
|
|
||||
Change in fair value of plan assets
|
|
|
|
||||
Employer contributions
|
2.6
|
|
|
2.3
|
|
||
Benefits paid
|
(2.6
|
)
|
|
(2.3
|
)
|
||
Fair value of plan assets at end of period
|
—
|
|
|
—
|
|
||
Funded status
|
$
|
(66.4
|
)
|
|
$
|
(55.2
|
)
|
|
|
|
|
||||
Amounts recognized in assets or liabilities
|
|
|
|
||||
Other current liabilities
|
(2.5
|
)
|
|
(2.4
|
)
|
||
Other liabilities
|
(63.9
|
)
|
|
(52.8
|
)
|
||
Net amount recognized
|
$
|
(66.4
|
)
|
|
$
|
(55.2
|
)
|
|
|
|
|
||||
Amounts recognized in accumulated other comprehensive loss
|
|
|
|
||||
Net actuarial loss (gain)
|
$
|
10.3
|
|
|
$
|
(1.2
|
)
|
Prior service credit
|
(19.4
|
)
|
|
(24.1
|
)
|
||
Total
|
$
|
(9.1
|
)
|
|
$
|
(25.3
|
)
|
|
|
|
|
||||
Weighted-average assumptions used to determine benefit obligation
|
|
|
|
||||
Discount rate — U.S. plans
|
3.20
|
%
|
|
4.27
|
%
|
||
Discount rate — Canadian plans
|
2.86
|
%
|
|
3.54
|
%
|
||
Rate of compensation increase — Canadian plans
|
2.75
|
%
|
|
2.75
|
%
|
|
Year Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Components of net periodic benefit cost
|
|
|
|
|
|
||||||
Service cost
|
$
|
0.4
|
|
|
$
|
0.5
|
|
|
$
|
0.6
|
|
Interest cost
|
2.1
|
|
|
2.1
|
|
|
2.0
|
|
|||
Recognized net actuarial loss
|
—
|
|
|
0.3
|
|
|
0.7
|
|
|||
Recognized prior service credit
|
(4.7
|
)
|
|
(4.7
|
)
|
|
(4.8
|
)
|
|||
Net periodic benefit cost
|
$
|
(2.2
|
)
|
|
$
|
(1.8
|
)
|
|
$
|
(1.5
|
)
|
|
|
|
|
|
|
||||||
Weighted-average assumptions used to determine net benefit cost
|
|
|
|
|
|
||||||
Discount rate — U.S. plans
|
4.27
|
%
|
|
3.77
|
%
|
|
3.54
|
%
|
|||
Discount rate — Canadian plans
|
3.54
|
%
|
|
3.69
|
%
|
|
3.23
|
%
|
|||
Rate of compensation increase — Canadian plans
|
2.75
|
%
|
|
2.75
|
%
|
|
2.75
|
%
|
|||
|
|
|
|
|
|
||||||
Changes in plan assets and benefit obligation recognized in Total Comprehensive Income
|
|
|
|
|
|
||||||
Net loss (gain)
|
$
|
11.5
|
|
|
$
|
(9.9
|
)
|
|
$
|
(4.4
|
)
|
Recognized net actuarial loss
|
—
|
|
|
(0.3
|
)
|
|
(0.7
|
)
|
|||
Plan amendment
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||
Recognized prior service credit
|
4.7
|
|
|
4.7
|
|
|
4.8
|
|
|||
Currency translation
|
—
|
|
|
0.4
|
|
|
0.1
|
|
|||
Total recognized in other comprehensive income (before tax effects)
|
$
|
16.2
|
|
|
$
|
(5.1
|
)
|
|
$
|
(0.3
|
)
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
2025- 2029
|
||||||||||||
Pension benefits
|
$
|
23.2
|
|
|
$
|
24.2
|
|
|
$
|
25.2
|
|
|
$
|
26.3
|
|
|
$
|
27.4
|
|
|
$
|
156.8
|
|
Other benefits
|
2.6
|
|
|
2.9
|
|
|
3.2
|
|
|
3.3
|
|
|
3.5
|
|
|
18.4
|
|
||||||
Subsidy receipts
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
|
1.1
|
|
|
Stock-Settled
Stock
Appreciation Rights
|
|
Weighted-
Average
Exercise
Price Per Share
|
|
Weighted-
Average
Remaining
Contractual
Term in Years
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at September 30, 2018
|
136,031
|
|
|
$
|
41.94
|
|
|
|
|
|
||
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
—
|
|
|
—
|
|
|
|
|
|
|||
Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
|||
Expired
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding at September 30, 2019
|
136,031
|
|
|
41.94
|
|
|
3.73
|
|
$
|
8.7
|
|
|
Vested and expected to vest as of September 30, 2019
|
136,031
|
|
|
41.94
|
|
|
3.73
|
|
8.7
|
|
||
Exercisable at September 30, 2019
|
136,031
|
|
|
41.94
|
|
|
3.73
|
|
8.7
|
|
|
Cash-Settled
Stock
Appreciation Rights
|
|
Weighted-
Average
Exercise
Price Per Share
|
|
Weighted-
Average
Remaining
Contractual
Term in Years
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at September 30, 2018
|
2,500
|
|
|
$
|
18.10
|
|
|
|
|
|
||
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
—
|
|
|
—
|
|
|
|
|
|
|||
Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
|||
Expired
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding at September 30, 2019
|
2,500
|
|
|
18.10
|
|
|
0.98
|
|
$
|
0.2
|
|
|
Vested and expected to vest as of September 30, 2019
|
2,500
|
|
|
18.10
|
|
|
0.98
|
|
0.2
|
|
||
Exercisable at September 30, 2019
|
2,500
|
|
|
18.10
|
|
|
0.98
|
|
0.2
|
|
|
Stock Options
|
|
Weighted-
Average
Exercise
Price Per Share
|
|
Weighted-
Average
Remaining
Contractual
Term in Years
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at September 30, 2018
|
4,311,040
|
|
|
$
|
47.32
|
|
|
|
|
|
||
Granted
|
115,186
|
|
|
92.08
|
|
|
|
|
|
|||
Exercised
|
(2,668,200
|
)
|
|
42.20
|
|
|
|
|
|
|||
Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
|||
Expired
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding at September 30, 2019
|
1,758,026
|
|
|
58.03
|
|
|
6.06
|
|
$
|
84.1
|
|
|
Vested and expected to vest as of September 30, 2019
|
1,758,026
|
|
|
58.03
|
|
|
6.06
|
|
84.1
|
|
||
Exercisable at September 30, 2019
|
1,266,365
|
|
|
52.80
|
|
|
5.65
|
|
67.2
|
|
|
Restricted Stock Units
|
|
Weighted-
Average
Grant Date Fair Value Per Share
|
|||
Nonvested at September 30, 2018
|
941,868
|
|
|
$
|
71.94
|
|
Granted
|
379,647
|
|
|
98.03
|
|
|
Vested
|
(261,497
|
)
|
|
71.67
|
|
|
Forfeited
|
(46,079
|
)
|
|
83.13
|
|
|
Nonvested at September 30, 2019
|
1,013,939
|
|
|
81.27
|
|
|
Cash-Settled
Restricted Stock Units
|
|
Weighted-
Average
Grant Date Fair Value Per Share
|
|||
Nonvested at September 30, 2018
|
60,252
|
|
|
$
|
53.13
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested
|
(11,252
|
)
|
|
60.51
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Nonvested at September 30, 2019
|
49,000
|
|
|
51.43
|
|
|
Performance-Based Restricted Stock Units
|
|
Weighted-
Average
Grant Date Fair Value Per Share
|
|||
Nonvested at September 30, 2018
|
32,307
|
|
|
$
|
97.74
|
|
Granted
|
50,564
|
|
|
122.34
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Nonvested at September 30, 2019
|
82,871
|
|
|
112.75
|
|
|
2019
|
|
2018
|
Expected term (in years)
|
3.0
|
|
3.0
|
Expected stock price volatility
|
24.2%
|
|
31.8%
|
Risk-free interest rate
|
2.9%
|
|
1.8%
|
Fair value (per PRSU)
|
$122.34
|
|
$97.74
|
|
Equity Component
|
|
Debt Component
|
|
TEUs Total
|
||||||
Price per TEU
|
$
|
85.48
|
|
|
$
|
14.52
|
|
|
$
|
100.00
|
|
Gross proceeds
|
$
|
245.7
|
|
|
$
|
41.8
|
|
|
$
|
287.5
|
|
Issuance costs
|
(7.6
|
)
|
|
(1.3
|
)
|
|
(8.9
|
)
|
|||
Net proceeds
|
$
|
238.1
|
|
|
$
|
40.5
|
|
|
$
|
278.6
|
|
|
|
|
|
|
|
||||||
Balance sheet impact (at issuance)
|
|
|
|
|
|
||||||
Long-term debt (deferred financing fees)
|
$
|
—
|
|
|
$
|
1.3
|
|
|
$
|
1.3
|
|
Current portion of long-term debt
|
—
|
|
|
13.3
|
|
|
13.3
|
|
|||
Long-term debt
|
—
|
|
|
28.5
|
|
|
28.5
|
|
|||
Additional paid-in capital
|
238.1
|
|
|
—
|
|
|
238.1
|
|
•
|
Post Consumer Brands: North American RTE cereal business;
|
•
|
Weetabix: the international (primarily U.K.) RTE cereal and muesli business;
|
•
|
Foodservice: primarily egg and potato products;
|
•
|
Refrigerated Retail: refrigerated retail products, inclusive of side dishes and egg, cheese and sausage products; and
|
•
|
Active Nutrition: RTD protein shakes, other RTD beverages, powders and nutrition bars.
|
|
|
|
Year Ended September 30,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|||||||
Net Sales
|
|
|
|
|
|
||||||||
|
Post Consumer Brands
|
$
|
1,875.9
|
|
|
$
|
1,831.7
|
|
|
$
|
1,742.5
|
|
|
|
Weetabix
|
418.2
|
|
|
423.4
|
|
|
112.4
|
|
||||
|
Foodservice
|
1,627.4
|
|
|
1,548.2
|
|
|
1,340.6
|
|
||||
|
Refrigerated Retail
|
907.3
|
|
|
790.9
|
|
|
530.2
|
|
||||
|
Active Nutrition
|
854.4
|
|
|
827.5
|
|
|
713.2
|
|
||||
|
Private Brands
|
—
|
|
|
848.9
|
|
|
791.2
|
|
||||
|
Eliminations
|
(2.1
|
)
|
|
(13.4
|
)
|
|
(4.3
|
)
|
||||
|
Total
|
$
|
5,681.1
|
|
|
$
|
6,257.2
|
|
|
$
|
5,225.8
|
|
|
Segment Profit
|
|
|
|
|
|
||||||||
|
Post Consumer Brands
|
$
|
337.1
|
|
|
$
|
329.2
|
|
|
$
|
354.9
|
|
|
|
Weetabix
|
94.8
|
|
|
87.2
|
|
|
14.5
|
|
||||
|
Foodservice
|
198.4
|
|
|
157.6
|
|
|
26.9
|
|
||||
|
Refrigerated Retail
|
95.1
|
|
|
90.0
|
|
|
83.7
|
|
||||
|
Active Nutrition
|
175.1
|
|
|
124.4
|
|
|
96.4
|
|
||||
|
Private Brands
|
—
|
|
|
60.8
|
|
|
58.1
|
|
||||
|
Total segment profit
|
900.5
|
|
|
849.2
|
|
|
634.5
|
|
||||
General corporate expenses and other
|
169.6
|
|
|
136.8
|
|
|
87.7
|
|
|||||
Gain on sale of business
|
(126.6
|
)
|
|
—
|
|
|
—
|
|
|||||
Impairment of goodwill and other intangibles
|
63.3
|
|
|
124.9
|
|
|
26.5
|
|
|||||
Interest expense, net
|
322.4
|
|
|
387.3
|
|
|
314.8
|
|
|||||
Loss on extinguishment of debt, net
|
6.1
|
|
|
31.1
|
|
|
222.9
|
|
|||||
Expense (income) on swaps, net
|
306.6
|
|
|
(95.6
|
)
|
|
(91.8
|
)
|
|||||
Earnings before income taxes and equity method loss
|
$
|
159.1
|
|
|
$
|
264.7
|
|
|
$
|
74.4
|
|
||
Net sales by product
|
|
|
|
|
|
||||||||
|
Cereal and granola
|
$
|
2,293.3
|
|
|
$
|
2,351.2
|
|
|
$
|
1,963.9
|
|
|
|
Eggs and egg products
|
1,578.4
|
|
|
1,542.8
|
|
|
1,419.1
|
|
||||
|
Side dishes
|
519.6
|
|
|
398.2
|
|
|
192.3
|
|
||||
|
Cheese and dairy
|
234.6
|
|
|
248.6
|
|
|
259.4
|
|
||||
|
Sausage
|
149.6
|
|
|
96.0
|
|
|
—
|
|
||||
|
Protein-based products and supplements
|
854.7
|
|
|
827.5
|
|
|
713.2
|
|
||||
|
Nut butters and dried fruit and nut
|
—
|
|
|
487.5
|
|
|
432.5
|
|
||||
|
Pasta
|
—
|
|
|
258.4
|
|
|
249.4
|
|
||||
|
Other
|
52.5
|
|
|
53.0
|
|
|
—
|
|
||||
|
Eliminations
|
(1.6
|
)
|
|
(6.0
|
)
|
|
(4.0
|
)
|
||||
|
Total
|
$
|
5,681.1
|
|
|
$
|
6,257.2
|
|
|
$
|
5,225.8
|
|
|
Additions to property and intangibles
|
|
|
|
|
|
||||||||
|
Post Consumer Brands
|
$
|
62.1
|
|
|
$
|
51.5
|
|
|
$
|
57.8
|
|
|
|
Weetabix
|
37.7
|
|
|
26.3
|
|
|
13.6
|
|
|
Foodservice and Refrigerated Retail
|
162.3
|
|
|
114.6
|
|
|
66.0
|
|
||||
|
Active Nutrition
|
3.2
|
|
|
5.0
|
|
|
3.9
|
|
||||
|
Private Brands
|
—
|
|
|
26.6
|
|
|
29.1
|
|
||||
|
Corporate
|
8.6
|
|
|
1.0
|
|
|
20.0
|
|
||||
|
Total
|
$
|
273.9
|
|
|
$
|
225.0
|
|
|
$
|
190.4
|
|
|
Depreciation and amortization
|
|
|
|
|
|
||||||||
|
Post Consumer Brands
|
$
|
117.4
|
|
|
$
|
122.0
|
|
|
$
|
112.4
|
|
|
|
Weetabix
|
35.0
|
|
|
38.1
|
|
|
7.7
|
|
||||
|
Foodservice
|
111.8
|
|
|
105.4
|
|
|
98.6
|
|
||||
|
Refrigerated Retail
|
74.1
|
|
|
57.9
|
|
|
26.8
|
|
||||
|
Active Nutrition
|
25.3
|
|
|
25.9
|
|
|
25.3
|
|
||||
|
Private Brands
|
—
|
|
|
40.9
|
|
|
48.6
|
|
||||
|
|
Total segment depreciation and amortization
|
363.6
|
|
|
390.2
|
|
|
319.4
|
|
|||
|
Corporate and accelerated depreciation
|
16.0
|
|
|
8.2
|
|
|
3.7
|
|
||||
|
Total
|
$
|
379.6
|
|
|
$
|
398.4
|
|
|
$
|
323.1
|
|
|
|
|
|
|
|
|
||||||||
|
September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||||
Assets, end of year
|
|
|
|
|
|
||||||||
|
Post Consumer Brands
|
$
|
3,296.3
|
|
|
$
|
3,391.7
|
|
|
$
|
3,440.5
|
|
|
|
Weetabix
|
1,779.1
|
|
|
1,853.3
|
|
|
2,048.9
|
|
||||
|
Foodservice and Refrigerated Retail
|
5,033.8
|
|
|
5,132.4
|
|
|
3,176.0
|
|
||||
|
Active Nutrition
|
594.0
|
|
|
559.3
|
|
|
581.3
|
|
||||
|
Private Brands
|
—
|
|
|
1,055.3
|
|
|
1,054.9
|
|
||||
|
Corporate
|
1,248.4
|
|
|
1,065.5
|
|
|
1,575.2
|
|
||||
|
Total
|
$
|
11,951.6
|
|
|
$
|
13,057.5
|
|
|
$
|
11,876.8
|
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
||||||||
Fiscal 2019
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
1,411.3
|
|
|
$
|
1,387.8
|
|
|
$
|
1,439.2
|
|
|
$
|
1,442.8
|
|
Gross profit
|
426.5
|
|
|
451.3
|
|
|
462.1
|
|
|
452.2
|
|
||||
(Gain) loss on sale of business
|
(124.7
|
)
|
|
(2.6
|
)
|
|
—
|
|
|
0.7
|
|
||||
Impairment of goodwill and other intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
63.3
|
|
||||
Net earnings (loss)
|
125.6
|
|
|
44.0
|
|
|
16.2
|
|
|
(61.1
|
)
|
||||
Net earnings (loss) available to common shareholders
|
123.6
|
|
|
43.0
|
|
|
16.2
|
|
|
(61.1
|
)
|
||||
Basic earnings (loss) per share
|
$
|
1.85
|
|
|
$
|
0.61
|
|
|
$
|
0.22
|
|
|
$
|
(0.84
|
)
|
Diluted earnings (loss) per share
|
$
|
1.67
|
|
|
$
|
0.58
|
|
|
$
|
0.21
|
|
|
$
|
(0.84
|
)
|
|
|
|
|
|
|
|
|
||||||||
Fiscal 2018
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
1,433.1
|
|
|
$
|
1,586.1
|
|
|
$
|
1,608.1
|
|
|
$
|
1,629.9
|
|
Gross profit
|
448.5
|
|
|
472.4
|
|
|
458.2
|
|
|
474.9
|
|
||||
Impairment of goodwill and other intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
124.9
|
|
||||
Net earnings (loss)
|
294.9
|
|
|
91.5
|
|
|
96.5
|
|
|
(15.6
|
)
|
||||
Net earnings (loss) available to common shareholders
|
291.5
|
|
|
88.9
|
|
|
94.5
|
|
|
(17.6
|
)
|
||||
Basic earnings (loss) per share
|
$
|
4.42
|
|
|
$
|
1.33
|
|
|
$
|
1.41
|
|
|
$
|
(0.26
|
)
|
Diluted earnings (loss) per share
|
$
|
3.82
|
|
|
$
|
1.20
|
|
|
$
|
1.29
|
|
|
$
|
(0.26
|
)
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
|
1.
|
Financial Statements. The following are filed as a part of this document under Item 8.
|
•
|
Report of Independent Registered Public Accounting Firm
|
•
|
Consolidated Statements of Operations for the years ended September 30, 2019, 2018 and 2017
|
•
|
Consolidated Statements of Comprehensive Income for the years ended September 30, 2019, 2018 and 2017
|
•
|
Consolidated Balance Sheets at September 30, 2019 and 2018
|
•
|
Consolidated Statements of Cash Flows for the years ended September 30, 2019, 2018 and 2017
|
•
|
Consolidated Statements of Shareholders’ Equity for the years ended September 30, 2019, 2018 and 2017
|
•
|
Notes to Consolidated Financial Statements
|
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.
|
Exhibit No.
|
|
Description
|
2.1
|
|
|
3.1
|
|
|
3.2
|
|
|
3.3
|
|
|
4.1
|
|
|
4.2
|
|
|
4.3
|
|
|
4.4
|
|
|
4.5
|
|
|
4.6
|
|
|
4.7
|
|
|
4.8
|
|
|
4.9
|
|
|
†10.1
|
|
|
†10.2
|
|
|
†10.3
|
|
|
†10.4
|
|
|
†10.5
|
|
|
†10.6
|
|
|
†10.7
|
|
|
†10.8
|
|
Exhibit No.
|
|
Description
|
†10.9
|
|
|
†10.10
|
|
|
†10.11
|
|
|
†10.12
|
|
|
†10.13
|
|
|
†10.14
|
|
|
†10.15
|
|
|
†10.16
|
|
|
†10.17
|
|
|
†10.18
|
|
|
†10.19
|
|
|
†10.20
|
|
|
†10.21
|
|
|
10.22
|
|
|
10.23
|
|
|
10.24
|
|
|
10.25
|
|
|
†10.26
|
|
|
†10.27
|
|
|
†10.28
|
|
|
†10.29
|
|
Exhibit No.
|
|
Description
|
†10.30
|
|
|
†10.31
|
|
|
10.32
|
|
|
†10.33
|
|
|
†10.34
|
|
|
†10.35
|
|
|
10.36
|
|
|
10.37
|
|
|
10.38
|
|
|
10.39
|
|
|
10.40
|
|
|
†10.41
|
|
|
†10.42
|
|
|
†10.43
|
|
|
†10.44
|
|
|
†10.45
|
|
Exhibit No.
|
|
Description
|
†10.46
|
|
|
†10.47
|
|
|
†10.48
|
|
|
†10.49
|
|
|
†10.50
|
|
|
†10.51
|
|
|
10.52
|
|
|
†10.53
|
|
|
†10.54
|
|
|
21.1
|
|
|
23.1
|
|
|
24.1
|
|
|
31.1
|
|
|
31.2
|
|
|
32.1
|
|
|
101.INS
|
|
The instance document does not appear in the interactive data file because its XBRL (eXtensible Business Reporting Language) tags are embedded within the Inline XBRL document
|
101.SCH
|
|
iXBRL (Inline XBRL) Taxonomy Extension Schema Document
|
101.CAL
|
|
iXBRL (Inline XBRL) Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
iXBRL (Inline XBRL) Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
iXBRL (Inline XBRL) Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
iXBRL (Inline XBRL) Taxonomy Extension Presentation Linkbase Document
|
104
|
|
The cover page from the Company’s Form 10-K for the year ended September 30, 2019, formatted in iXBRL (Inline XBRL) and contained in Exhibit 101
|
†
|
These exhibits constitute management contracts, compensatory plans and arrangements.
|
|
|
|
POST HOLDINGS, INC.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Robert V. Vitale
|
|
|
|
|
Robert V. Vitale
|
|
|
|
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Robert V. Vitale
|
|
Director, President and Chief Executive Officer
(principal executive officer)
|
|
November 22, 2019
|
Robert V. Vitale
|
|
|
|
|
|
|
|
|
|
/s/ Jeff A. Zadoks
|
|
Executive Vice President and Chief Financial Officer
(principal financial officer) |
|
November 22, 2019
|
Jeff A. Zadoks
|
|
|
|
|
|
|
|
|
|
/s/ Bradly A. Harper
|
|
Senior Vice President, Chief Accounting Officer (principal accounting officer)
|
|
November 22, 2019
|
Bradly A. Harper
|
|
|
|
|
|
|
|
|
|
/s/ William P. Stiritz
|
|
Chairman of the Board
|
|
November 22, 2019
|
William P. Stiritz
|
|
|
|
|
|
|
|
|
|
/s/ Jay W. Brown
|
|
Director
|
|
November 22, 2019
|
Jay W. Brown
|
|
|
|
|
|
|
|
|
|
/s/ Edwin H. Callison
|
|
Director
|
|
November 22, 2019
|
Edwin H. Callison
|
|
|
|
|
|
|
|
|
|
/s/ Gregory L. Curl
|
|
Director
|
|
November 22, 2019
|
Gregory L. Curl
|
|
|
|
|
|
|
|
|
|
/s/ Robert E. Grote
|
|
Director
|
|
November 22, 2019
|
Robert E. Grote
|
|
|
|
|
|
|
|
|
|
/s/ Ellen F. Harshman
|
|
Director
|
|
November 22, 2019
|
Ellen F. Harshman
|
|
|
|
|
|
|
|
|
|
/s/ David W. Kemper
|
|
Director
|
|
November 22, 2019
|
David W. Kemper
|
|
|
|
|
|
|
|
|
|
/s/ David P. Skarie
|
|
Director
|
|
November 22, 2019
|
David P. Skarie
|
|
|
|
|
•
|
the number of shares constituting such series of preferred stock and the designations thereof;
|
•
|
the rate and times at which, and the conditions, if any, under which, dividends will be payable on shares of that series, the status of those dividends as cumulative or non-cumulative and the priority of payments;
|
•
|
the voting rights pertaining to shares of the series;
|
•
|
whether or not the shares of the series are convertible into or exchangeable for other securities, including common stock, and the price and other terms and conditions of conversion or exchange;
|
•
|
the price or prices and times at which, and the terms and conditions upon which, the shares of the series may be redeemed, if any;
|
•
|
the terms of a sinking fund, if any, to be provided for such shares;
|
•
|
the rights which the holders of shares of the series have in the event of our voluntary or involuntary liquidation, dissolution or winding up;
|
•
|
whether to include, from time to time, any additional shares of preferred stock in the series; and
|
•
|
any other relative powers, preferences and rights, and any qualifications, limitations or restrictions thereof.
|
•
|
two-thirds of all of the outstanding shares of capital stock then entitled to vote generally in the election of directors, voting together as a single class, is required to amend, alter, change or repeal, or adopt any provision inconsistent with, the provisions of Article Five of the articles of incorporation, which relates to directors, and
|
•
|
85% of all of the outstanding shares of capital stock then entitled to vote generally in the election of directors voting together as a single class is required to amend, alter, change or repeal, or adopt any provision inconsistent with, the provisions relating to indemnification of directors, officers and certain other persons, or, unless approved by a majority of the Board of Directors as described in the articles of incorporation, any provision relating to Article Nine of the articles of incorporation, which relates to certain business combinations.
|
•
|
delaying, deferring or preventing a change in control of us;
|
•
|
delaying, deferring or preventing the removal of our existing management or directors;
|
•
|
deterring potential acquirors from making an offer to our shareholders; and
|
•
|
limiting our shareholders’ opportunity to realize premiums over prevailing market prices of our common stock in connection with offers by potential acquirors.
|
•
|
has been approved by a majority of our continuing directors, which generally include our directors who were members of our Board of Directors prior to the time that any interested shareholder became an interested shareholder and any successors of such members who are designated as continuing directors by a majority of our then continuing directors; or
|
•
|
the consideration paid in the business combination is in cash or in the same form as the interested shareholder previously paid for a majority of the shares owned by the interested shareholder, and the value of consideration received is not less than the higher of (i) the highest per share price paid by the interested shareholder for any shares in the two years immediately preceding the announcement of the business combination or (ii) the market value of the shares on the date the business combination is approved by our Board of Directors.
|
•
|
the holders of a majority of the outstanding voting stock, other than the stock owned by the interested shareholder, or any affiliate or associate of such interested shareholder, approve the business combination; or
|
•
|
the business combination satisfies certain detailed fairness and procedural requirements.
|
•
|
good faith gifts;
|
•
|
transfers in accordance with wills or the laws of descent and distribution;
|
•
|
purchases made in connection with an issuance of shares by us;
|
•
|
purchases by any compensation or benefit plan;
|
•
|
the conversion of debt securities;
|
•
|
acquisitions pursuant to a binding contract whereby the holders of shares representing at least two-thirds of our voting power agree to sell their shares to the acquiror, provided that such holders act simultaneously and the transaction is not pursuant to or in connection with a tender offer;
|
•
|
acquisitions pursuant to the satisfaction of some pledges or other security interests created in good faith;
|
•
|
mergers involving us which satisfy other specified requirements of the GBCL;
|
•
|
transactions with a person who owned a majority of our voting power within the prior year; or
|
•
|
purchases from a person who previously satisfied the requirements of the control share statute, so long as the acquiring person does not have voting power after the ownership in a different ownership range than the selling shareholder prior to the sale.
|
Grantee:
|
|
Number of Restricted Stock Units:
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Date of Grant:
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Vesting Schedule:
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Post Holdings, Inc.
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Grantee
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By:_______________________________
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___________________________________
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Name:_____________________________
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Title:______________________________
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1.
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Section 2.1 is deleted and restated in its entirety as follows:
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2.
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The second sentence of Section 2.8 is amended to read as follows:
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3.
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Section 2.10 is amended to add the following sentence to the end thereof:
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4.
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Section 3.2 is amended to add the following sentences to the end thereof:
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5.
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Section 3.3 is amended to add the following sentence to the end thereof:
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6.
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Section 4.1 is deleted and restated in its entirety as follows:
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7.
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Section 4.2 is deleted and restated in its entirety as follows:
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8.
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Section 4.3 is deleted and restated in its entirety as follows:
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9.
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Section 4.4 is amended to add the following sentence to the end thereof:
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10.
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Section 4.5 is amended to add the following sentence to the end thereof:
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11.
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Section 7.4 is deleted and restated in its entirety as follows:
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Name
|
|
Jurisdiction of Incorporation/Formation
|
8th Avenue Food & Provisions, Inc.*
|
|
Missouri
|
Active Nutrition International GmbH*
|
|
Germany
|
Agricore United Holdings Inc.*
|
|
Delaware
|
Alpen Food Company South Africa (Pty) Ltd.*
|
|
South Africa
|
American Blanching Company*
|
|
Georgia
|
Attune Foods, LLC*
|
|
Delaware
|
B.L. Agriculture Limited*
|
|
United Kingdom
|
B.L. Marketing Limited
|
|
United Kingdom
|
BE Partner LLC
|
|
Ohio
|
BEF Foods, Inc.
|
|
Ohio
|
BEF Management, Inc.
|
|
Ohio
|
BEF Restaurant Services LLC
|
|
Ohio
|
BellRing Brands, Inc.*
|
|
Delaware
|
BellRing Brands, LLC*
|
|
Delaware
|
Bob Evans Core, LLC*
|
|
Delaware
|
Bob Evans Express, LLC
|
|
Ohio
|
Bob Evans Farms, Inc.
|
|
Delaware
|
Bob Evans Farms, LLC
|
|
Ohio
|
Bob Evans Holding, Inc.
|
|
Ohio
|
Bob Evans Transportation Company, LLC
|
|
Ohio
|
Casa Trucking, Inc.
|
|
Minnesota
|
Comet Processing, Inc.
|
|
Delaware
|
Crystal Farms Dairy Company
|
|
Minnesota
|
Dakota Growers Pasta Company, Inc.*
|
|
North Dakota
|
DNA Dreamfields Company, LLC*
|
|
Ohio
|
Dymatize Enterprises, LLC*
|
|
Delaware
|
GB Acquisition USA, Inc.*
|
|
Washington
|
Golden Acquisition Sub, LLC*
|
|
Delaware
|
Golden Boy Foods Ltd.*
|
|
British Columbia
|
Golden Boy Nut Corporation*
|
|
Delaware
|
Golden Nut Company (USA) Inc.*
|
|
Washington
|
Impact Real Properties, LLC
|
|
Delaware
|
Kettle Creations, LLC
|
|
Ohio
|
M.G. Waldbaum Company
|
|
Nebraska
|
MCafe Holding, LLC
|
|
Delaware
|
Melck Street Management Proprietary Limited
|
|
South Africa
|
MFI Holding Corporation
|
|
Delaware
|
MFI International, Inc.
|
|
Minnesota
|
Michael Foods Group, Inc.
|
|
Delaware
|
Michael Foods of Delaware, Inc.
|
|
Delaware
|
Michael Foods, Inc.
|
|
Delaware
|
Millbrook Haulage and Storage Co. Limited
|
|
United Kingdom
|
MOM Brands Company, LLC
|
|
Minnesota
|
MOM Brands Sales, LLC
|
|
Minnesota
|
National Pasteurized Eggs, Inc.
|
|
Delaware
|
Name
|
|
Jurisdiction of Incorporation/Formation
|
National Pasteurized Eggs, LLC
|
|
Illinois
|
Northern Star Co.
|
|
Minnesota
|
Nuts Distributor of America Inc.*
|
|
Washington
|
Papetti’s Hygrade Egg Products, Inc.
|
|
Minnesota
|
PCB Battle Creek, LLC
|
|
Delaware
|
PHI Acquisition GP ULC*
|
|
British Columbia
|
PHI Acquisition Limited Partnership*
|
|
British Columbia
|
PHI Acquisition LP ULC*
|
|
British Columbia
|
PHI Canada Holding Corp.
|
|
Delaware
|
Pineland Farms Potato Company, Inc.
|
|
Maine
|
Post Consumer Brands Canada, Inc.
|
|
British Columbia
|
Post Consumer Brands, LLC
|
|
Delaware
|
Post Foods Canada Inc.
|
|
British Columbia
|
Post Foods, LLC
|
|
Delaware
|
Post (Hong Kong) Food Limited
|
|
Hong Kong
|
Premier Nutrition Company, LLC*
|
|
Delaware
|
Primo Piatto, Inc.*
|
|
Minnesota
|
Ryecroft Foods Limited
|
|
United Kingdom
|
Supreme Protein, LLC*
|
|
Delaware
|
TA/DEI-A Acquisition Corp.*
|
|
Delaware
|
Vibixa Limited
|
|
United Kingdom
|
Weetabix Company, LLC
|
|
Delaware
|
Weetabix East Africa Limited*
|
|
Kenya
|
Weetabix Food Trading (Shanghai) Co., Ltd.
|
|
China
|
Weetabix Foods Limited*
|
|
United Kingdom
|
Weetabix GmbH
|
|
Germany
|
Weetabix Iberica SL
|
|
Spain
|
Weetabix Ireland Limited
|
|
Republic of Ireland
|
Weetabix Limited
|
|
United Kingdom
|
Weetabix MEA FZE
|
|
United Arab Emirates
|
Weetabix Mexico SA de CV
|
|
Mexico
|
Weetabix Trustee Limited
|
|
United Kingdom
|
Westminster Acquisition Limited
|
|
United Kingdom
|
Westminster (Cayman) Company Limited
|
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Cayman Islands
|
Westminster (Cayman) Finance Company Limited
|
|
Cayman Islands
|
Westminster (Cayman) Holding Company Limited
|
|
Cayman Islands
|
Westminster (Cayman) Sub Limited
|
|
Cayman Islands
|
Westminster (LUX) Partnership
|
|
Luxembourg
|
Westminster Newco Limited
|
|
United Kingdom
|
1.
|
I have reviewed this annual report on Form 10-K of Post Holdings, Inc.;
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2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
|
November 22, 2019
|
|
By:
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/s/ Robert V. Vitale
|
|
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|
Robert V. Vitale
|
|
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Post Holdings, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
|
November 22, 2019
|
|
By:
|
/s/ Jeff A. Zadoks
|
|
|
|
|
|
Jeff A. Zadoks
|
|
|
|
|
|
EVP and Chief Financial Officer
|
(a)
|
the annual report on Form 10-K for the period ended September 30, 2019, filed on the date hereof with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(b)
|
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
|
November 22, 2019
|
|
By:
|
/s/ Robert V. Vitale
|
|
|
|
|
|
Robert V. Vitale
|
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
(a)
|
the annual report on Form 10-K for the period ended September 30, 2019, filed on the date hereof with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(b)
|
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
|
November 22, 2019
|
|
By:
|
/s/ Jeff A. Zadoks
|
|
|
|
|
|
Jeff A. Zadoks
|
|
|
|
|
|
EVP and Chief Financial Officer
|