RESTRUCTURING

Acquisition-related restructuring

We are incurring costs in connection with actions taken to attain synergies when integrating businesses acquired prior to the third quarter of fiscal 2013. These costs, collectively referred to as "acquisition-related exit costs", include severance and other costs associated with consolidating facilities and administrative functions. In connection with the acquisition-related exit costs, we expect to incur pre-tax cash and non-cash charges for severance, relocation, and other site closure costs of $13.2 million.

We anticipate that we will recognize the following acquisition-related exit costs in selling, general and administrative expenses during fiscal 2012 to 2014 (amounts include charges recognized in fiscal 2012 and the first three quarters of fiscal 2013):



	Consumer		Corporate		Total
Severance and related costs	$	8.6	$	—	$	8.6
Asset impairment	1.5		2.5		4.0
Other, net	0.6		—		0.6
Total selling, general and administrative expenses	10.7		2.5		13.2
Consolidated total	$	10.7	$	2.5	$	13.2

Included in the above estimates are $9.2 million of charges that have resulted or will result in cash outflows and $4.0 million of non-cash charges.

During the third quarter of fiscal 2013, we recognized the following pre-tax expenses associated with acquisition-related exit costs:



	Consumer		Corporate		Total
Severance and related costs	$	0.7	$	—	$	0.7
Asset impairment	1.2		2.5		3.7
Other, net	—		—		—
Total selling, general and administrative expenses	1.9		2.5		4.4
Consolidated total	$	1.9	$	2.5	$	4.4

During the first three quarters of fiscal 2013, we recognized the following pre-tax expenses for acquisition-related exit costs:



	Consumer			Corporate		Total
Accelerated depreciation of fixed assets	$	(0.2	)	$	—	$	(0.2	)
Total cost of goods sold	(0.2		)	—		(0.2		)
Severance and related costs	4.3			—		4.3
Asset impairment	1.5			2.5		4.0
Other, net	0.3			—		0.3
Total selling, general and administrative expenses	6.1			2.5		8.6
Consolidated total	$	5.9		$	2.5	$	8.4

We recognized the following cumulative (plan inception to February 24, 2013) pre-tax acquisition-related exit costs in our consolidated statement of earnings:



	Consumer		Corporate		Total
Severance and related costs	$	8.6	$	—	$	8.6
Asset impairment	1.5		2.5		4.0
Other, net	0.3		—		0.3
Total selling, general and administrative expenses	10.4		2.5		12.9
Consolidated total	$	10.4	$	2.5	$	12.9

Liabilities recorded for acquisition-related exit costs and changes therein for the first three quarters of fiscal 2013 were as follows:



	Balance at May 27, 2012		Costs Incurred and Charged to Expense		Costs Paid or Otherwise Settled			Changes in Estimates			Balance at Balance at February 24, 2013
Severance and related costs	$	4.3	$	4.6	$	(6.0	)	$	(1.0	)	$	1.9
Total	$	4.3	$	4.6	$	(6.0	)	$	(1.0	)	$	1.9

Administrative Efficiency Restructuring Plan

In August 2011, we made a decision to reorganize our Consumer Foods sales function and certain other administrative functions within our Commercial Foods and Corporate reporting segments. These actions, collectively referred to as the "Administrative Efficiency Plan", are intended to improve the efficiency and effectiveness of the affected sales and administrative functions. In connection with the Administrative Efficiency Plan, we expect to incur approximately $19.1 million of pre-tax cash and non-cash charges, primarily for severance and costs of employee relocation.

We anticipate that we will recognize the following pre-tax expenses associated with the Administrative Efficiency Plan in the fiscal 2012 to 2014 timeframe (amounts include charges recognized in fiscal 2012 and the first three quarters of fiscal 2013):



	Consumer Foods		Commercial Foods		Corporate		Total
Accelerated depreciation	$	—	$	—	$	1.5	$	1.5
Severance and related costs	7.3		—		2.3		9.6
Other, net	6.7		1.1		0.2		8.0
Total selling, general and administrative expenses	14.0		1.1		4.0		19.1
Consolidated total	$	14.0	$	1.1	$	4.0	$	19.1

Included in the above estimates are $17.2 million of charges that have resulted or will result in cash outflows and $1.9 million of non-cash charges.

During the third quarter of fiscal 2013, we recognized the following pre-tax expenses associated with the Administrative Efficiency Plan:



	Consumer Foods		Corporate		Total
Accelerated depreciation	$	—	$	0.1	$	0.1
Severance and related costs	0.2		—		0.2
Other, net	—		—		—
Total selling, general and administrative expenses	0.2		0.1		0.3
Consolidated total	$	0.2	$	0.1	$	0.3

During the first three quarters of fiscal 2013, we recognized the following pre-tax expenses associated with the Administrative Efficiency Plan:



	Consumer Foods		Corporate		Total
Accelerated depreciation	$	—	$	0.3	$	0.3
Severance and related costs	1.1		—		1.1
Other, net	0.4		—		0.4
Total selling, general and administrative expenses	1.5		0.3		1.8
Consolidated total	$	1.5	$	0.3	$	1.8

We recognized the following cumulative (plan inception to February 24, 2013) pre-tax charges related to the Administrative Efficiency Plan in our consolidated statement of earnings:



	Consumer Foods		Commercial Foods		Corporate		Total
Accelerated depreciation	$	—	$	—	$	1.4	$	1.4
Severance and related costs	7.3		—		2.2		9.5
Other, net	6.3		1.0		0.3		7.6
Total selling, general and administrative expenses	13.6		1.0		3.9		18.5
Consolidated total	$	13.6	$	1.0	$	3.9	$	18.5

Liabilities recorded for the various initiatives and changes therein for the first three quarters of fiscal 2013 under the Administrative Efficiency Plan were as follows:



	Balance at May 27, 2012		Costs Incurred and Charged to Expense		Costs Paid or Otherwise Settled			Changes in Estimates			Balance at February 24, 2013
Severance and related costs	$	2.1	$	1.2	$	(2.5	)	$	(0.2	)	$	0.6
Plan implementation costs	0.3		0.2		(0.5		)	—			—
Total	$	2.4	$	1.4	$	(3.0	)	$	(0.2	)	$	0.6

Network Optimization Plan

During the third quarter of fiscal 2011, our Board of Directors approved a plan designed to optimize our manufacturing and distribution networks. We refer to this plan as the "Network Optimization Plan". The Network Optimization Plan consists of projects that involve, among other things, the exit of certain manufacturing facilities, the disposal of underutilized manufacturing assets, and actions designed to optimize our distribution network. At the time of our acquisition, Ralcorp had certain initiatives underway with the same intent. Expenses incurred in connection with these Ralcorp restructuring activities are now included in the Network Optimization Plan. The Network Optimization Plan is expected to be implemented by the end of fiscal 2014 and is intended to improve the efficiency of our manufacturing operations and reduce costs.

In connection with the Network Optimization Plan, we expect to incur pre-tax cash and non-cash charges of $79.9 million. We have recognized, and/or expect to recognize, expenses associated with the Network Optimization Plan, including but not limited to, impairments of property, plant and equipment, accelerated depreciation, severance and related costs, and plan implementation costs (e.g., consulting and employee relocation). We anticipate that we will recognize the following pre-tax expenses associated with the Network Optimization Plan in the fiscal 2011 to fiscal 2014 timeframe (amounts include charges recognized in fiscal 2011, 2012, and the first three quarters of fiscal 2013):



	Consumer Foods			Commercial Foods		Corporate		Ralcorp Food Group		Ralcorp Frozen Bakery Products			Total
Accelerated depreciation	$	22.5		$	—	$	—	$	—	$	—		$	22.5
Inventory write-offs and related costs	7.9			0.4		—		—		—			8.3
Total cost of goods sold	30.4			0.4		—		—		—			30.8
Asset impairment	14.7			14.0		—		—		—			28.7
Gain on sale of property, plant and equipment	(1.0		)	—		—		—		—			(1.0		)
Severance and related costs	7.6			0.1		0.2		2.5		(0.2		)	10.2
Other, net	8.5			1.5		0.8		0.1		0.3			11.2
Total selling, general and administrative expenses	29.8			15.6		1.0		2.6		0.1			49.1
Consolidated total	$	60.2		$	16.0	$	1.0	$	2.6	$	0.1		$	79.9

Included in the above estimates are $21.5 million of charges that have resulted or will result in cash outflows and $58.4 million of non-cash charges.

During the third quarter of fiscal 2013, we recognized the following pre-tax expenses associated with the Network Optimization Plan:



	Consumer Foods			Corporate		Ralcorp Food Group		Ralcorp Frozen Bakery Products			Total
Accelerated depreciation	$	—		$	—	$	—	$	—		$	—
Inventory write-offs and related costs	0.5			—		—		—			0.5
Total cost of goods sold	0.5			—		—		—			0.5
Asset impairment	1.1			—		—		—			1.1
Gain on sale of property, plant and equipment	—			—		—		—			—
Severance and related costs	(2.1		)	0.1		0.6		(0.2		)	(1.6		)
Other, net	0.2			—		0.1		0.1			0.4
Total selling, general and administrative expenses	(0.8		)	0.1		0.7		(0.1		)	(0.1		)
Consolidated total	$	(0.3	)	$	0.1	$	0.7	$	(0.1	)	$	0.4

During the first three quarters of fiscal 2013, we recognized the following pre-tax expenses associated with the Network Optimization Plan:



	Consumer Foods			Corporate		Ralcorp Food Group		Ralcorp Frozen Bakery Products			Total
Accelerated depreciation	$	2.0		$	—	$	—	$	—		$	2.0
Inventory write-offs and related costs	0.6			—		—		—			0.6
Total cost of goods sold	2.6			—		—		—			2.6
Asset impairment	1.4			—		—		—			1.4
Gain on sale of property, plant and equipment	(1.0		)	—		—		—			(1.0		)
Severance and related costs	(1.9		)	0.1		0.6		(0.2		)	(1.4		)
Other, net	2.3			0.8		0.1		0.1			3.3
Total selling, general and administrative expenses	0.8			0.9		0.7		(0.1		)	2.3
Consolidated total	$	3.4		$	0.9	$	0.7	$	(0.1	)	$	4.9

We recognized the following cumulative (plan inception to February 24, 2013) pre-tax expenses related to the Network Optimization Plan:



	Consumer Foods			Commercial Foods		Corporate		Ralcorp Food Group		Ralcorp Frozen Bakery Products			Total
Accelerated depreciation	$	22.5		$	—	$	—	$	—	$	—		$	22.5
Inventory write-offs and related costs	7.5			0.4		—		—		—			7.9
Total cost of goods sold	30.0			0.4		—		—		—			30.4
Asset impairment	14.7			14.0		—		—		—			28.7
Gain on sale of property, plant and equipment	(1.0		)	—		—		—		—			(1.0		)
Severance and related costs	7.6			0.1		0.1		0.6		(0.2		)	8.2
Other, net	8.5			1.5		0.8		0.1		0.1			11.0
Total selling, general and administrative expenses	29.8			15.6		0.9		0.7		(0.1		)	46.9
Consolidated total	$	59.8		$	16.0	$	0.9	$	0.7	$	(0.1	)	$	77.3

Liabilities recorded for the various initiatives and changes therein for the first three quarters of fiscal 2013 under the Network Optimization Plan were as follows:



	Balance at May 27, 2012		Ralcorp Liability Assumed		Costs Incurred and Charged to Expense		Costs Paid or Otherwise Settled			Changes in Estimates			Balance at February 24, 2013
Severance and related costs	$	7.0	$	4.2	$	1.5	$	(4.2	)	$	(3.5	)	$	5.0
Plan implementation costs	0.8		1.4		2.7		(3.5		)	—			1.4
Total	$	7.8	$	5.6	$	4.2	$	(7.7	)	$	(3.5	)	$	6.4

2010 Restructuring Plan

During fiscal 2010, our Board of Directors approved a plan related to the long-term production of our meat snack products. The plan provided for the closure of our meat snacks production facility in Garner, North Carolina, and the movement of production to our existing facility in Troy, Ohio.

Also in fiscal 2010, we made a decision to consolidate certain administrative functions from Edina, Minnesota to Naperville, Illinois. We completed the transition of these functions in fiscal 2011. This plan, together with the plan to move production of our meat snacks from Garner, North Carolina to Troy, Ohio, is collectively referred to as the 2010 restructuring plan ("2010 plan").

In connection with the 2010 plan, we incurred pre-tax cash and non-cash charges of $67.3 million cumulatively since inception. By the end of fiscal 2012, the 2010 plan was complete.