RESTRUCTURING ACTIVITIES

Supply Chain and Administrative Efficiency Plan

We previously announced a plan for the integration and restructuring of the operations of Ralcorp Holdings, Inc. ("Ralcorp"), optimization of the entire Company's supply chain network, manufacturing assets, and dry distribution and mixing centers, and improvement of selling, general and administrative effectiveness and efficiencies, which we refer to as the Supply Chain and Administrative Efficiency Plan (the "SCAE Plan"). Although the divestiture of the Private Brands business was completed in the third quarter of fiscal 2016, we will continue to implement portions of the SCAE Plan, including work related to optimizing our supply chain network and pursue cost reductions through our selling, general and administrative functions and productivity improvements. The SCAE Plan also includes plans announced in the second quarter of fiscal 2016 to realize efficiency benefits through a combination of reductions in selling, general and administrative expenses and enhancements to trade spend processes and tools.

Although we remain unable to make good faith estimates relating to the entire SCAE Plan, we are reporting on actions initiated through the end of fiscal 2016, including the estimated amounts or range of amounts for each major type of costs expected to be incurred, and the charges that have resulted or will result in cash outflows. As of May 29, 2016, our Board of Directors has approved the incurrence of up to $739.0 million of expenses in connection with the SCAE Plan, including expenses allocated for the Private Brands operations. We have incurred or expect to incur approximately $443.9 million of charges, which includes $315.5 million of cash charges and $128.4 million of non-cash charges, for actions identified to date under the SCAE Plan related to our continuing operations. We recognized charges of $281.8 million, $47.7 million, and $31.3 million in relation to the SCAE Plan related to our continuing operations in fiscal 2016, 2015, and 2014, respectively. We expect to incur costs related to the SCAE Plan over a multi-year period.

We anticipate that we will recognize the following pre-tax expenses associated with the SCAE Plan related to our continuing operations (amounts include charges recognized from plan inception to May 29, 2016):



	Consumer Foods		Corporate		Commercial Foods		Total
Multi-employer pension costs	$	31.3	$	—	$	—	$	31.3
Accelerated depreciation	50.9		1.2		—		52.1
Other cost of goods sold	7.8		—		—		7.8
Total cost of goods sold	90.0		1.2		—		91.2
Severance and related costs	35.4		99.7		8.1		143.2
Accelerated depreciation	0.1		1.5		—		1.6
Consulting/Professional fees	1.1		63.2		—		64.3
Fixed asset impairment /Net loss on disposal	10.8		0.8		—		11.6
Contract/Lease termination expenses	1.3		64.1		—		65.4
Other selling, general and administrative expenses	15.7		50.9		—		66.6
Total selling, general and administrative expenses	64.4		280.2		8.1		352.7
Consolidated total	$	154.4	$	281.4	$	8.1	$	443.9

During fiscal 2016, we recognized the following pre-tax expenses for the SCAE Plan related to our continuing operations:



	Consumer Foods			Corporate		Commercial Foods		Total
Multi-employer pension costs	$	29.8		$	—	$	—	$	29.8
Accelerated depreciation	17.3			0.2		—		17.5
Other cost of goods sold	1.7			—		—		1.7
Total cost of goods sold	48.8			0.2		—		49.0
Severance and related costs	11.8			88.6		0.1		100.5
Accelerated depreciation	—			0.5		—		0.5
Consulting/Professional fees	0.1			48.0		—		48.1
Fixed asset impairment /Net loss on disposal	9.7			0.8		—		10.5
Contract/Lease termination expenses (recoveries)	(0.1		)	61.4		—		61.3
Other selling, general and administrative expenses	3.8			8.1		—		11.9
Total selling, general and administrative expenses	25.3			207.4		0.1		232.8
Consolidated total	$	74.1		$	207.6	$	0.1	$	281.8

Included in the above results are $195.7 million of charges that have resulted or will result in cash outflows and $86.2 million in non-cash charges. Not included in the above amounts are $11.8 million of pre-tax expenses related to the Private Brands operations we sold in the third quarter of fiscal 2016.

During the second quarter of fiscal 2016, we entered into a series of related transactions in which we exchanged a warehouse we owned in Indiana for two buildings and parcels of land that we leased as part of our Omaha corporate offices. Concurrent with the asset exchange, leases on the two Omaha corporate buildings were canceled. We have recognized aggregate charges of $55.6 million for the early termination of these leases. We also entered into a lease for the warehouse in Indiana and we recorded a financing lease obligation of $74.2 million.

We recognized the following cumulative (plan inception to May 29, 2016) pre-tax expenses related to the SCAE Plan in our Consolidated Statement of Operations related to our continuing operations:



	Consumer Foods		Corporate		Commercial Foods		Total
Multi-employer pension costs	$	31.3	$	—	$	—	$	31.3
Accelerated depreciation	38.8		1.2		—		40.0
Other cost of goods sold	3.8		—		—		3.8
Total cost of goods sold	73.9		1.2		—		75.1
Severance and related costs	33.4		96.4		8.1		137.9
Accelerated depreciation	—		1.3		—		1.3
Consulting/Professional fees	1.1		50.8		—		51.9
Fixed asset impairment / Net loss on disposal	10.8		0.8		—		11.6
Contract/Lease termination expenses	1.3		61.7		—		63.0
Other selling, general and administrative expenses	7.0		13.0		—		20.0
Total selling, general and administrative expenses	53.6		224.0		8.1		285.7
Consolidated total	$	127.5	$	225.2	$	8.1	$	360.8

Included in the above results are $248.8 million of charges that have resulted or will result in cash outflows and $112.0 million in non-cash charges. Not included in the above table are $130.2 million of pre-tax expenses ($84.5 million of cash charges and $45.7 million of non-cash charges) related to the Private Brands operations which we sold in the third quarter of fiscal 2016.

Liabilities recorded for the SCAE Plan and changes therein for fiscal 2016 were as follows:



	Balance at May 31, 2015		Costs Incurred and Charged to Expense		Costs Paid or Otherwise Settled			Changes in Estimates			Balance at May 29, 2016
Multi-employer pension costs	$	11.4	$	30.0	$	(0.7	)	$	—		$	40.7
Severance and related costs	16.4		84.8		(46.5		)	(7.5		)	47.2
Consulting	0.2		48.2		(43.7		)	—			4.7
Contract termination	3.1		6.0		(2.5		)	(0.3		)	6.3
Other costs	1.2		10.5		(11.2		)	—			0.5
Total	$	32.3	$	179.5	$	(104.6	)	$	(7.8	)	$	99.4

Acquisition-related Restructuring Costs

During fiscal 2012, we started incurring costs in connection with actions taken to attain synergies when integrating businesses acquired prior to the third quarter of fiscal 2013. These costs, collectively referred to as "acquisition-related restructuring costs", include severance and other costs associated with consolidating facilities and administrative functions. In connection with the acquisition-related restructuring costs, we have incurred charges of $23.7 million, $15.8 million of which are charges that have resulted or will result in cash outflows and $7.9 million of which are non-cash charges. At the end of fiscal 2014, the acquisition-related restructuring costs were substantially complete.

During fiscal 2015 and 2014, we recognized $0.2 million and $9.4 million, respectively, of pre-tax expenses for acquisition-related restructuring costs, primarily representing impairment of equipment, all within our Consumer Foods segment.