SecProbe.io

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 March 10, 2025

Matthew Mainer
Chief Financial Officer
Post Holdings, Inc.
2503 S. Hanley Road
St. Louis, Missouri 63144

 Re: Post Holdings, Inc.
 Form 10-K for the Fiscal Year Ended September 30, 2024
 Filed November 15, 2024
 File No. 001-35305
Dear Matthew Mainer:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
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February 28, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attention: Dale Welcome

 Kevin Stertzel

 Re: Post Holdings, Inc.

  Form 10-K for the Fiscal Year Ended September 30, 2024

  Filed November 15, 2024

  Form 8-K filed February 6, 2025

  File No. 001-35305

Ladies and Gentlemen:

Post Holdings, Inc. (“we”, “our”, “Post” or the “Company”) is responding to the comments of the staff (the “Staff”) of the Securities and Exchange Commission in its letter dated February 20, 2025, regarding the above-referenced Form 10-K and Form 8-K.

For your convenience, each of the Staff’s comments is restated below in bold, with the Company’s response immediately following.

Form 10-K for the Fiscal Year Ended September 30, 2024

Note 20 - Stock-based Compensation

Stock Options, page 100

1.Your disclosure states that the company “used the simplified method for estimating a stock option term as it did not have sufficient historical stock option exercise experience upon which to estimate an expected term.” Since it appears that you may have historical stock option exercise data since the fiscal year ended September 30, 2015, please tell us why you believe it is appropriate to apply the simplified approach to determine the expected term of stock options. Refer to Question 6 of SAB Topic 14.D.2.

Response:

Since its inception in 2012 through the fiscal year ended September 30, 2020, Post from time to time awarded stock options as a form of stock-based employee compensation under its long-term incentive plans. During this period, the Company considered both Accounting Standards Codification (“ASC”) Topic 718 and Staff Accounting Bulletin (“SAB”) Topic 14.D.2 to determine whether it had sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term for its stock options.

Since its inception in 2012 and prior to its most recent stock option grant in November 2019, the Company had approximately 3.9 million stock option award exercises. Of these stock option award exercises, 3.15

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million, or 82%, related to its former Chief Executive Officer (“CEO”), who has since the Company’s inception served as its Chairman of the Board of Directors. The compensation strategy for the Company’s former CEO was comprised solely of several stock option grants that were issued under agreements with terms, including exercise restrictions, that varied significantly from those of the Company’s standard form stock option agreement. As such, the Company concluded that the exercise patterns of the former CEO were not indicative of the exercise patterns of other stock option holders.

Of the remaining 0.75 million stock option award exercises, 0.7 million related to two former employees, both of whom were terminated from the Company and for which their stock option award agreements were modified to accelerate vesting, which modified the awards’ exercisable term. The remaining 0.05 million stock option award exercises related to two employees whose employment relationship with the Company was also modified. As such, the Company concluded that these exercise patterns were not indicative of the exercise patterns of other stock option holders. Therefore, the Company determined it did not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term and utilized the simplified method to estimate the expected term for its stock option awards.

Subsequent to the fiscal year ended September 30, 2020, the Company discontinued the use of stock options as a form of stock-based employee compensation. The Company believes it has since experienced a more normalized pattern of employee stock option award exercises. Should the Company resume issuing stock options as a form of stock-based employee compensation in the future, it would evaluate this period of historical exercise data in accordance with ASC Topic 718 and SAB Topic 14.D.2 when estimating the expected term for any such stock option awards.

Form 8-K filed February 6, 2025

Exhibit 99.1

Reconciliation of Segment Profit to Adjusted EBITDA, page 15

2.Please revise future filings to remove the total column of your reconciliation since consolidated segment profit would not be considered the most directly comparable GAAP financial measure to consolidated Adjusted EBITDA. Refer to Item 10(e)(1)(i)(B) of Regulation S-K.

Response:

The Company respectfully acknowledges the Staff’s comment and confirms that, when presented in future filings, it will revise the reconciliation accordingly.

***

We appreciate your consideration of our responses provided herein.  If you have any questions or require additional information, please contact me at (314) 644-7618 or Diedre J. Gray, Executive Vice President, General Counsel and Chief Administrative Officer, Secretary at (314) 644-7622.

Sincerely,

/s/ Matthew J. Mainer

Matthew J. Mainer

Executive Vice President, Chief Financial Officer and Treasurer

February 20, 2025
Matthew Mainer
Chief Financial Officer
Post Holdings, Inc.
2503 S. Hanley Road
St. Louis, Missouri 63144
Re:Post Holdings, Inc.
Form 10-K for the Fiscal Year Ended September 30, 2024
Filed November 15, 2024
Form 8-K filed February 6, 2025
File No. 001-35305
Dear Matthew Mainer:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended September 30, 2024
Note 20 - Stock-based Compensation
Stock Options, page 100
1.Your disclosure states that the company “used the simplified method for estimating a
stock option term as it did not have sufficient historical stock option exercise
experience upon which to estimate an expected term.” Since it appears that you may
have historical stock option exercise data since the fiscal year ended September 30,
2015, please tell us why you believe it is appropriate to apply the simplified approach
to determine the expected term of stock options. Refer to Question 6 of SAB Topic
14.D.2.

February 20, 2025
Page 2
Form 8-K filed February 6, 2025
Exhibit 99.1
Reconciliation of Segment Profit to Adjusted EBITDA, page 15
2.Please revise future filings to remove the total column of your reconciliation since
consolidated segment profit would not be considered the most directly comparable
GAAP financial measure to consolidated Adjusted EBITDA. Refer to Item
10(e)(1)(i)(B) of Regulation S-K.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Dale Welcome at 202-551-3865 or Kevin Stertzel at 202-551-3723
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
September 21, 2022
Jeff A. Zadoks
Chief Financial Officer
Post Holdings, Inc.
2503 S. Hanley Road
St. Louis, Missouri 63144
Re:Post Holdings, Inc.
Form 10-K for Fiscal Year Ended September 30, 2021
Filed November 19, 2021
File No. 001-35305
Dear Mr. Zadoks:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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August 23, 2022

VIA EDGAR

U.S. Securities and Exchange Commission
Division of Corporation Finance

Office of Manufacturing
100 F Street, N.E.
Washington, D.C. 20549

Attention:     Patrick Fullem
        Sergio Chinos

Re:      Post Holdings, Inc.

Form 10-K for Fiscal Year Ended September 30, 2021

Filed November 19, 2021

File No. 001-35305

Dear Mr. Fullem and Mr. Chinos:

This letter sets forth the responses of Post Holdings, Inc. (“we”, “our”, “Post” or the “Company”) to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) in the Staff’s letter dated August 12, 2022 regarding the Company’s Form 10-K for the fiscal year ended September 30, 2021 (the “2021 Form 10-K”), following our initial response letter dated July 15, 2022 (the “Prior Response Letter”) to the Staff's letter dated July 1, 2022 (the “Initial Comment Letter”).

For your convenience, each of the Staff’s comments from its August 12, 2022 letter is restated below in bold, with the Company’s response immediately following. Please note that references to prior comments refer to the Staff’s comments in the Initial Comment Letter.

Response Dated July 15, 2022

Risk Factors, page 15

1.We note your response to prior comment 2 regarding the transition risks related to climate change. As it relates to market trends, you note disclosure that refers to environmental concerns regarding packaging, but it is not clear how you considered providing disclosure regarding the processes through which your products are manufactured. Tell us how you considered providing disclosure regarding this transition risk and its effects on your business, financial condition, and results of operations. In this regard, it appears that you are implementing projects to improve efficiency, such as the projects in bran and rice manufacturing that seek to increase production capacity without any increase in energy usage, as discussed in your ESG Report. Also, as your response appears to state that climate change transition considerations are a source of technological risk, tell us how your disclosure addresses climate change in this context.

Response:

As previously discussed in our response to prior comment 1 in the Prior Response Letter, the disclosures we provide in our SEC filings are primarily to satisfy our obligations under the securities laws and provide information that is “material” to our shareholders and the investing public. Our annual Form 10-K preparation process includes a robust review of applicable disclosure standards, as well as a process by which we consider, evaluate and incorporate

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information from each of our businesses. We also have an internal cross-functional disclosure committee that reviews and provides feedback on our disclosures.

We respectfully refer the Staff to our response to prior comment 4 in the Prior Response Letter, wherein we stated that capital expenditures for climate-related projects mandated by regulatory requirements and voluntary climate-related capital expenditures during the periods covered by the 2021 Form 10-K were not material and represented less than 1% of our annual capital expenditures for such periods. In addition, we stated that, as part of our annual capital planning process, we evaluate any pending or potential climate-related regulations related to the industry and geographies in which we operate, and we do not believe these investments will significantly differ from, nor will they be materially incremental to, investments we make in the normal course of our business. On this basis, we do not believe that further disclosure regarding transition risks for the processes through which our products are manufactured is warranted. However, we do acknowledge that this is a dynamic and evolving area, and we will continue to monitor these risks and will evaluate updating our future SEC filings as appropriate if circumstances change.

Similarly, with regard to the projects in bran and rice manufacturing referenced in our 2021 Environmental, Social and Governance Report (the “2021 ESG Report”), while these projects have a benefit from an environmental perspective, such projects were not undertaken for such purpose. As stated in the 2021 ESG Report, these bran and rice manufacturing projects were implemented to increase production capacity and reduce system bottlenecks. As a result, we do not believe that these projects, or other similar projects, pertain to climate change transition risk during the periods covered by the 2021 Form 10-K.

With regard to technological risks, we referenced two risk factors from the 2021 Form 10-K in our response to prior comment 2 in the Prior Response Letter, which discuss in detail the technological risks that we face. We respectfully advise the Staff that our technological risks are affected by a multitude of factors. While there may be transition risks related to climate change in the area of technology, we have not determined such risks to be separate and distinct from the overall risks related to technology for which disclosure has been made in the 2021 Form 10-K. As we recognize that this is a dynamic and evolving topic, we will continue to monitor the potential effects of transition risks related to climate change in the area of technology, and if such risks are considered likely to have a material effect on our business, financial condition or results of operations and are determined to be separate and distinct from other technological risks we face in our business, we will evaluate updating our disclosures in future SEC filings as appropriate if circumstances change.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 39

2.Your response to 5 acknowledges the potential for costs to increase as you continue to explore, identify, and implement alternative energy sources and cites disclosure in your Form 10-K. However, it does not appear that disclosure addresses the potential for your input costs to increase from alternative energy sourcing. Please clarify where this disclosure is provided in your Form 10-K or revise to include language similar to that in your response.

Response:

As previously mentioned in our response to prior comment 5 in the Prior Response Letter under “Alternative Energy Source Demand,” we acknowledge the potential for our costs to increase due to alternative energy sourcing. In the risk factor “Increased input costs, including costs for freight, raw materials, energy and other supplies, or limited availability of such inputs could negatively impact our businesses, financial condition, results of operations and cash flows” on page 17 of the 2021 Form 10-K, we discuss the potential for our energy costs to increase due to factors beyond our control, naming some of the more significant factors that could cause such costs to increase.

We respectively advise the Staff that our input costs may increase due to a multitude of factors. As further discussed in our response to prior comment 5 in the Prior Response Letter under “Alternative Energy Source Demand,” we currently do not expect the alternative energy projects that we are currently pursuing to result in incremental capital or operating costs to us. In addition, we further explained in our response to prior comment 4 in the Prior Response Letter that, as part of our annual capital planning process, we evaluate any pending or potential climate-related

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regulations related to the industry and geographies in which we operate, which would include the need for alternative energy sourcing, and we do not believe these investments in alternative energy projects will significantly differ from, nor will they be materially incremental to, investments we make in the normal course of our business. As a result, the Company does not believe that the risk for input costs to rise due to alternative energy sources is individually material, such that it would need to be separately identified, or materially different from the overall risks related to our input costs for which disclosure has been made, in the 2021 Form 10-K.

Because we acknowledge that this is a dynamic and evolving area, we will continue to monitor the availability and costs of alternative energy sources and will evaluate updating our future SEC filings to specifically name actual or potential increases in energy costs from converting to alternative energy sourcing as appropriate if circumstances change.

3.In response to prior comment 5, you refer to disclosure in your Form 10-K which states that the "perception of a failure to act responsibly with respect to the environment can lead to adverse publicity, which could damage our reputation." However, it does not appear that this disclosure adequately describes the consequences of this risk (i.e., the manner in which your businesses could be adversely affected if you are unable to effectively address increased concerns from stakeholders on climate change). Please revise your disclosure to provide this type of information.

Response:

We respectfully advise the Staff that, as explained at the beginning of our Risk Factors section on page 15 of the 2021 Form 10-K, many of the risks discussed in the Risk Factors section are interrelated. In the risk factor “Climate change, or legal or market measures to address climate change, may negatively affect our businesses, reputation and operations” on page 23 of the 2021 Form 10-K, we explain that “our businesses could be adversely affected if we are unable to effectively address increased concerns from the media, shareholders and other stakeholders on climate change.” In the risk factor “We must identify changing consumer and customer preferences and behaviors and develop and offer products to meet these preferences and behaviors” on page 18 of the 2021 Form 10-K, we discuss the need to identify and meet changing consumer and customer preferences, including certain preferences on environmental, social and governance (“ESG”) topics, and explain that any significant changes in consumer or customer preferences and behaviors and our inability to anticipate or react to such changes could result in reduced demand for our products, which could negatively impact our businesses, financial condition, results of operations and cash flows. However, as we explained in our response to prior comment 5 in the Prior Response Letter under “Consumer Demand for Goods . . . ,” while we believe ESG considerations sometimes impact consumer buying decisions, to date, we have not identified demand trends related to such considerations. In addition, in our risk factor “Our results may be adversely impacted if consumers do not maintain favorable perceptions of our brands” on page 19 of the 2021 Form 10-K, we discuss the potential for an adverse impact to our businesses if consumers do not maintain favorable perceptions of our brands, including as a result of the perception that we have acted irresponsibly. As a result, we respectfully believe that our risk factors in the 2021 Form 10-K adequately address the reputational risks related to climate change. Nevertheless, if circumstances change, in future SEC filings, we will consider adding detail under our specific climate change risk factor as to how our businesses could be adversely impacted if we are unable to address climate change concerns from stakeholders.

***

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We appreciate your consideration of our responses provided herein.  If you have any questions or require additional information, please contact me at (314) 644-7612 or Diedre J. Gray, Executive Vice President, General Counsel and Chief Administrative Officer, Secretary at (314) 644-7622.

Sincerely,

/s/ Jeff A. Zadoks

Jeff A. Zadoks

Executive Vice President and Chief Financial Officer

United States securities and exchange commission logo
August 12, 2022
Jeff A. Zadoks
Chief Financial Officer
Post Holdings, Inc.
2503 S. Hanley Road
St. Louis, Missouri 63144
Re:Post Holdings, Inc.
Form 10-K for Fiscal Year Ended September 30, 2021
Response Dated July 15, 2022
File No. 001-35305
Dear Mr. Zadoks:
            We have reviewed your July 15, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
July 1, 2022 letter.
Response Dated July 15, 2022
Risk Factors, page 15
1.We note your response to prior comment 2 regarding the transition risks related to climate
change.  As it relates to market trends, you note disclosure that refers to environmental
concerns regarding packaging, but it is not clear how you considered providing disclosure
regarding the processes through which your products are manufactured.  Tell us how you
considered providing disclosure regarding this transition risk and its effects on your
business, financial condition, and results of operations.  In this regard, it appears that you
are implementing projects to improve efficiency, such as the projects in bran and rice
manufacturing that seek to increase production capacity without any increase in energy
usage, as discussed in your ESG Report.  Also, as your response appears to state that
climate change transition considerations are a source of technological risk, tell us how

 FirstName LastNameJeff A. Zadoks
 Comapany NamePost Holdings, Inc.
 August 12, 2022 Page 2
 FirstName LastName
Jeff A. Zadoks
Post Holdings, Inc.
August 12, 2022
Page 2
your disclosure addresses climate change in this context.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
39
2.Your response to 5 acknowledges the potential for costs to increase as you continue to
explore, identify, and implement alternative energy sources and cites disclosure in your
Form 10-K.  However, it does not appear that disclosure addresses the potential for your
input costs to increase from alternative energy sourcing.  Please clarify where this
disclosure is provided in your Form 10-K or revise to include language similar to that in
your response.
3.In response to prior comment 5, you refer to disclosure in your Form 10-K which states
that the "perception of a failure to act responsibly with respect to the environment can lead
to adverse publicity, which could damage our reputation."  However, it does not appear
that this disclosure adequately describes the consequences of this risk (i.e., the manner in
which your businesses could be adversely affected if you are unable to effectively address
increased concerns from stakeholders on climate change).  Please revise your disclosure to
provide this type of information.
            Please contact Patrick Fullem at (202) 551-8337 or Sergio Chinos at (202) 551-7844 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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July 15, 2022

VIA EDGAR

U.S. Securities and Exchange Commission
Division of Corporation Finance

Office of Manufacturing
100 F Street, N.E.
Washington, D.C. 20549

Attention:     Patrick Fullem
Sergio Chinos

Re:      Post Holdings, Inc.

Form 10-K for Fiscal Year Ended September 30, 2021

Filed November 19, 2021

File No. 001-35305

Dear Mr. Fullem and Mr. Chinos:

Post Holdings, Inc. (“we”, “our”, “Post” or the “Company”) is responding to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) in its letter dated July 1, 2022, regarding our Form 10-K for the fiscal year ended September 30, 2021 (the “2021 Form 10-K”).

For your convenience, each of the Staff’s comments is restated below in bold, with the Company’s response immediately following.

Form 10-K for Fiscal Year Ended September 30, 2021

General

1.We note that you provided more expansive disclosure in your 2021 Environmental Social Governance Report and on your website than you provided in your SEC filings. Please advise us what consideration you gave to providing the same type of climate-related disclosure in your SEC filings as you provided in your ESG Report and on your website.

Response:

As a consumer packaged goods holding company with businesses operating in the center-of-the-store, refrigerated, foodservice and food ingredient categories, we have stakeholders interested in a wide variety of matters related to our businesses. Such stakeholders include, among others, our employees, customers, consumers, suppliers, capital providers and investors.

The disclosures we provide in our SEC filings are primarily to satisfy our obligations under the securities laws and provide information that is “material” to our shareholders and the investing public. In evaluating such disclosures, we assess applicable disclosure requirements under the United States (the “U.S”) securities laws and regulations and interpretations thereof, as well as additional factors such as the nature of the information, the context of the communication and the information that is available at the time of the

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communication. For example, while not included in our 2021 Form 10-K, our definitive proxy statement for our 2022 annual shareholders’ meeting filed on December 6, 2021 provided disclosure regarding our environmental sustainability goals and initiatives, since we believe this information may be useful to some of our shareholders in their assessment of management’s and the Board of Directors’ leadership of our Company.

We provide information on our website and in various other public disclosures, including in our 2021 Environmental, Social and Governance Report (the “ESG Report”), that may be useful or of interest to our different stakeholders for a variety of reasons even when such information may not have a material effect on our business or operating results. When we identify information included on our website or in the ESG Report that meets the standards of materiality under the securities laws, we include the material information in our SEC filings. For example, while our specific ESG goals and initiatives may not be material for SEC reporting purposes, we recognize that climate change could have an adverse impact on our business as disclosed in our risk factors disclosure in our 2021 Form 10-K on page 23 under the risk factor “Climate change, or legal or market measures to address climate change, may negatively affect our businesses, reputation and operations.”

Even though we determined that the information in our ESG Report, including our ESG initiatives and goals, was not material for purposes of our 2021 Form 10-K, we acknowledge the general effects of climate change as well as the public interest in the topic, which is one of the reasons that we disclose information about climate change and other related topics on our website, in the ESG Report and in other public disclosures.

We acknowledge our obligation to continuously review these matters as part of our ongoing disclosure controls and procedures and to disclose climate change related matters in our SEC filings to the extent we determine that such disclosure is required.

Risk Factors, page 15

2.Disclose the material effects of transition risks related to climate change that may affect your business, financial condition, and results of operations, such as policy and regulatory changes that could impose operational and compliance burdens, market trends that may alter business opportunities, credit risks, or technological changes.

Response:

Post maintains a global risk and opportunity assessment process based upon the recommendations of the Task Force on Climate-Related Financial Disclosures. Through this process, Post evaluates and monitors transition risks related to climate change, which may include policy and regulatory changes that could impose operational and compliance burdens, market trends that may alter business opportunities, credit risks and technological changes.

With regard to policy and regulatory changes, the risks most directly relevant to our business, carbon pricing and greenhouse gas (“GHG”) emissions reporting obligations, have not had a material impact on our operations for the periods covered by our 2021 Form 10-K. Specifically, our manufacturing operations in the United Kingdom (the “UK”) participate in the UK Emissions Trading Scheme, and for the periods covered by our 2021 Form 10-K, the financial impact of our participation in this program was not material (approximately $1.4 million, $0.8 million and $0.8 million in fiscal years 2021, 2020 and 2019, respectively). While we continue to monitor for new or changing carbon pricing programs that may impact our business, we do not currently expect the impacts of carbon pricing programs to be material to us in the future. However, we acknowledge that as additional carbon pricing programs become applicable to us, such risks could become more significant to our business. For this reason, we include disclosure in our risk factors regarding the potential for climate change to increase our input costs in our risk factor “Increased input costs, including

3

costs for freight, raw materials, energy and other supplies, or limited availability of such inputs could negatively impact our businesses, financial condition, results of operations and cash flows” on page 17 of our 2021 Form 10-K and in our risk factor “Climate change, or legal or market measures to address climate change, may negatively affect our businesses, reputation and operations” on page 23 of our 2021 Form 10-K.  Similarly, while Post is required to track and report GHG emissions as part of state and/or federal requirements, we do not track these costs separately as we consider them to be routine, non-incremental costs of doing business.

With regard to market trends, Post acknowledges the potential for these factors to have an impact on its businesses. Specifically, under our risk factor “We must identify changing consumer and customer preferences and behaviors and develop and offer products to meet these preferences and behaviors” on page 18 of our 2021 Form 10-K, we discuss the need to identify changing consumer preferences and behaviors, including certain preferences regarding environmental, social and governance (“ESG”) matters.

With regard to credit risks, we acknowledge that financial markets are increasingly considering and trying to price the climate change exposure of listed companies, which could potentially adversely impact the creditworthiness of a company. Post engages with capital providers directly on ESG topics to understand and manage any potential credit risks, and to date, we have not identified climate change as having an impact on our ability to access credit markets.

With regard to technological risks, Post evaluates the availability, viability and return on investment of technological improvements and innovations. We acknowledge the potential for such technological investments to increase our input costs and refer to our risk factor “Increased input costs, including costs for freight, raw materials, energy and other supplies, or limited availability of such inputs could negatively impact our businesses, financial condition, results of operations and cash flows” on page 17 of our 2021 Form 10-K for a discussion of the potential impacts of increasing costs on us. We also acknowledge the risks related to technology failures under the risk factor “Technology failures, cybersecurity incidents or breaches of our data privacy protections could disrupt our operations and negatively impact our businesses” on page 31 of our 2021 Form 10-K. We respectfully believe that climate change transition considerations are not the only source of these types of risk and our risk factors disclosure adequately describes the risks presented by each of these factors.

As we recognize that this is a dynamic and evolving topic, we will continue to monitor the potential effects of transition risks related to climate change and, if such risks are considered likely to have a material effect on our business, financial condition or results of operations, will evaluate updating our disclosures in future SEC filings as appropriate if circumstances change.

3.Disclose any material litigation risks related to climate change and explain the potential impact to the company.

Response:

We regularly review, including in consultation with our internal cross-functional disclosure committee, litigation matters in connection with our reporting process for our SEC filings to identify any material pending or threatened litigation matters. With regard to material pending litigation matters, we include disclosure in our Forms 10-K and Forms 10-Q as is required by Item 103 of Regulation S-K. As part of our review process, we have not identified any climate change related litigation pending as of our most recent Form 10-Q filed on May 6, 2022.

While we have no indication that our industry is susceptible to significant litigation related to climate change, we acknowledge the potential for climate change litigation to have an adverse impact on our business and refer the Staff to our risk factors disclosure on page 33 of our 2021 Form 10-K under the risk factor “We are

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subject to environmental laws and regulations that can impose significant costs and expose us to potential financial liabilities” and page 31 of our 2021 Form 10-K under the risk factor “Pending and future litigation may impair our reputation or cause us to incur significant costs.” We respectfully believe these risk factors set forth the risks related to climate change litigation to our Company.

We will continue to monitor for climate change related litigation risks and will evaluate revising our disclosures in future SEC filings as appropriate if circumstances change.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 39

4.Revise your disclosure to identify any material past and/or future capital expenditures for climate-related projects. Please include quantitative information for the periods covered by your Form 10-K and for future periods as part of your response.

Response:

We advise the Staff that, to date, we have not incurred material capital expenditures for climate-related projects. Our annual Form 10-K preparation process includes a robust review of applicable disclosure standards, and through that process, we concluded that our capital investments in climate-related projects for the periods covered by our 2021 Form 10-K have not materially impacted and are not expected to materially impact our results of operations or financial condition. We assess materiality of investments in climate-related projects for purposes of disclosure within our Forms 10-K relative to our overall annual capital expenditures.

To determine whether our investments in climate-related projects have had or are expected to have a material impact on our results of operations or financial condition, we consider required capital expenditures necessary to meet current or upcoming climate-related regulations or that are required in response to damage from climate-related events as well as voluntary capital expenditures which continuously modernize our facilities and may reduce the climate-related impacts of our operations. Capital expenditures for climate-related projects mandated by regulatory requirements and voluntary climate-related capital expenditures during the periods covered by our 2021 Form 10-K were not material and represented less than 1% of our annual capital expenditures for such periods.

As part of our annual capital planning process, we evaluate any pending or potential climate-related regulations related to the industry and geographies in which we operate. We do not believe these investments will significantly differ from, nor will they be materially incremental to, investments we make in the normal course of our business.

We acknowledge that this is a dynamic and evolving area and will continue to monitor our climate-related capital investments. In the future, if climate-related capital investments, either mandated by regulatory requirements or made voluntarily, become material, we will evaluate the proper disclosure of such investments in our SEC filings.

5.To the extent material, discuss the indirect consequences of climate-related regulation or business trends, such as the following:

•decreased demand for goods that produce significant greenhouse gas emissions or are related to carbon-based energy sources;

•increased demand for goods that result in lower emissions than competing products;

•increased competition to develop innovative new products that result in lower emissions;

•increased demand for generation and transmission of energy from alternative energy sources; and

•any anticipated reputational risks resulting from operations or products that produce material greenhouse gas emissions.

5

Response:

Consumer Demand for Goods (Decreased Demand for Goods that Produce Significant GHG Emissions or are Related to Carbon-Based Energy Sources; and Increased Demand for Goods that Result in Lower Emissions than Competing Products) and Increased Competition to Develop Innovative New Products that Result in Lower Emissions – As a consumer packaged goods company, we recognize the importance of understanding, and offering products to meet, consumer preferences. In our risk factors disclosure on page 18 of our 2021 Form 10-K under the risk factor “We must identify changing consumer and customer preferences and behaviors and develop and offer products to meet these preferences and behaviors,” we discuss this risk in detail and identify the various factors that may impact consumer buying decisions, including consumer awareness and attention to certain ESG topics. However, while we believe that ESG considerations sometimes impact consumer buying decisions, to date, we have not identified demand trends related to such considerations. In addition, in our risk factors disclosure on page 18 of our 2021 Form 10-K under the risk factor “We operate in categories with strong competition,” we identify competition in the categories in which we operate as being based on, among other factors, our ability to identify and satisfy dynamic, emerging consumer preferences. We closely monitor our direct peers and their product portfolios and, to date, have not identified competitive pressures resulting from lower emission goods. We are working to develop products and brands that have a reduced impact on climate change. To date, sales of these products have been minimal. Because we acknowledge that this is a dynamic and evolving area, we will continue to monitor consumer demand trends and competition from lower emission goods and will evaluate updating our future SEC filings as appropriate if circumstances change.

United States securities and exchange commission logo
July 1, 2022
Jeff A. Zadoks
Chief Financial Officer
Post Holdings, Inc.
2503 S. Hanley Road
St. Louis, Missouri 63144
Re:Post Holdings, Inc.
Form 10-K for Fiscal Year Ended September 30, 2021
Filed November 19, 2021
File No. 001-35305
Dear Mr. Zadoks:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended September 30, 2021
General
1.We note that you provided more expansive disclosure in your 2021 Environmental Social
Governance Report and on your website than you provided in your SEC filings.  Please
advise us what consideration you gave to providing the same type of climate-related
disclosure in your SEC filings as you provided in your ESG Report and on your website.
Risk Factors, page 15
2.Disclose the material effects of transition risks related to climate change that may affect
your business, financial condition, and results of operations, such as policy and regulatory
changes that could impose operational and compliance burdens, market trends that may
alter business opportunities, credit risks, or technological changes.
3.Disclose any material litigation risks related to climate change and explain the potential

 FirstName LastNameJeff A. Zadoks
 Comapany NamePost Holdings, Inc.
 July 1, 2022 Page 2
 FirstName LastNameJeff A. Zadoks
Post Holdings, Inc.
July 1, 2022
Page 2
impact to the company.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
39
4.Revise your disclosure to identify any material past and/or future capital expenditures for
climate-related projects.  Please include quantitative information for the periods covered
by your Form 10-K and for future periods as part of your response.
5.To the extent material, discuss the indirect consequences of climate-related regulation or
business trends, such as the following:
•decreased demand for goods that produce significant greenhouse gas emissions or are
related to carbon-based energy sources;
•increased demand for goods that result in lower emissions than competing products;
•increased competition to develop innovative new products that result in lower
emissions;
•increased demand for generation and transmission of energy from alternative energy
sources; and
•any anticipated reputational risks resulting from operations or products that produce
material greenhouse gas emissions.
6.If material, discuss the physical effects of climate change on your operations and results.
This disclosure may include the following:
•quantification of material weather-related damages to your property or operations;
•potential for indirect weather-related impacts that have affected or may affect your
major customers; and
•any weather-related impacts on the cost or availability of insurance.
Include quantitative information for each of your last three fiscal years as part of your
response and tell us whether changes are expected in future periods.
7.We note your disclosure on page 33 of your Form 10-K stating that you may be required
to incur additional costs to comply with more stringent environmental laws and
regulations.  Tell us about and quantify any compliance costs related to climate change for
the last three fiscal years and explain whether increased amounts are expected to be
incurred in future periods.
8.If material, provide disclosure about your purchase or sale of carbon credits or offsets and
any material effects on your business, financial condition, and results of operations.
Provide us with quantitative information regarding your purchase or sale of carbon credits
or offsets during the last three fiscal years and amounts budgeted for future periods.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Patrick Fullem at (202) 551-8337 or Sergio Chinos at (202) 551-7844 with

 FirstName LastNameJeff A. Zadoks
 Comapany NamePost Holdings, Inc.
 July 1, 2022 Page 3
 FirstName LastName
Jeff A. Zadoks
Post Holdings, Inc.
July 1, 2022
Page 3
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

Mailstop 4628
        March 17 , 201 7

Via E -mail
Mr. Jeff A. Zadoks
Chief Financial Officer
Post Holdings, Inc.
2503 S. Hanley Road
St. Louis, Missouri  63144

 Re: Post Holdings, Inc.
  Form 10 -K for the Fiscal Year e nded September 30, 2016
Filed November 18, 2016
File No. 1 -35305

Dear Mr. Zadoks:

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

        Sincerely,

        /s/ Karl Hiller

Karl Hiller
Branch Chief
Office  of Natural Resources

CORRESP
1
filename1.htm

		Document

 Jeff A. Zadoks

Senior Vice President

Chief Financial Officer

(314) 644-7612

jeff.zadoks@postholdings.com

March 08, 2017

VIA EDGAR

CONFIDENTIAL

U.S. Securities and Exchange Commission

100 F. Street, NE

Washington, D.C.  20549-4628

Attention:

 Karl Hiller,

Branch Chief, Office of Natural Resources

Re:

 Post Holdings, Inc.

Form 10-K for the Fiscal Year ended September 30, 2016

Filed November 18, 2016

Form 8-K, Filed November 17, 2016

Response Letter dated February 21, 2017

File No. 001-35305

Dear Mr. Hiller:

I am writing this letter on behalf of Post Holdings, Inc. (the “Company”) in response to the comment letter of the Staff of the Commission dated March 2, 2017 regarding the above-referenced Form 10-K, Form 8-K and Reponse Letter filed by the Company.

This letter sets forth each comment of the Staff in the comment letter (numbered in accordance with the comment letter) and, following each comment, sets forth the Company’s response.

Form 8-K, Filed November 17, 2016

Exhibit 99.1 - Fourth Quarter and Full Year Earnings Press Release

1.

 We note your response to prior comment 2, proposing to add disclosure clarifying that variations of EBITDA, as described on page 11, are used only in your financing documents and covenants, and do not affect the Adjusted EBITDA and segment Adjusted EBITDA non GAAP measures presented in the earnings release. You explain that this variation of EBITDA disclosure is to inform investors that you use an alternate form of EBITDA in your financing documents and covenants. You state that you have provided investors in debt offerings with alternate measures of Adjusted EBITDA. If this is the case, you should revise your disclosures to utilize different labels that clearly distinguish each measure from the others. If you have referenced the alternate measures because they are material, also explain why you have not disclosed the other measures, along with the covenants and an analysis, so that readers may understand the extent to which you have either complied or not complied with your covenants and the implications. If you do not consider the alternate measures and covenants to be material, revise your disclosure to focus more clearly on the non GAAP measures that are being disclosed.

POST HOLDINGS, INC.

2503 S. HANLEY ROAD, ST. LOUIS, MO 63144-2503

314 644 7600     314 646 3367     WWW.POSTHOLDINGS.COM

U.S. Securities and Exchange Commission

March 8, 2017

Page 2

The disclosure you provide to address Item 10(e)(1)(i)(D) of Regulation S-K should reflect any additional purposes for which the non GAAP measure that you disclose are utilized, rather than other measures which are not presented.

Response:

We acknowledge the Staff’s comment concerning the Company’s disclosure of Adjusted EBITDA as a non-GAAP measure. In our Form 8-K filing on November 17, 2016, we referenced alternative measures of EBITDA based on our interpretation of the disclosure requirements of Item 10(e) of Regulation S-K not because we believe the alternative measures were material to the disclosures made in the Form 8-K. In future filings, we will revise our disclosures to utilize a different label to distinguish between alternate forms of EBITDA. Additionally, in future filings we will revise our non-GAAP disclosures to describe only the non-GAAP measures being disclosed in the particular filing.

2.

 We note your response to prior comment 2, explaining that you only present sales and volume data on a “comparable basis” as defined in the earnings release, to provide investors with a historical reference giving effect to completed acquisitions or divestitures as if owned or not owned for the entire period referenced. You further acknowledge that the information presented on a “comparable basis” is essentially hypothetical or pro forma and is not a non-GAAP financial measure. Please revise your presentation to label it as pro forma rather than comparable, and to include a table showing adjustments for all acquisitions and divestitures, on a disaggregated basis, that affect the pro forma sales and volumes for each period presented.

Response:

We acknowledge the Staff’s comment concerning the Company’s use of the term “comparable basis.”  In future earnings releases we will discontinue using the term “comparable basis” and label this metric as “pro forma.”  Additionally, we will provide a table showing adjustments for all acquisitions and divestitures, on a disaggregated basis, that affect the pro forma sales and volumes for each period presented.  Further, we will disclose the fact that the pro forma sales and volumes have not been prepared in accordance with the requirements of Article 11 of Regulation S-X.

3.

 We have read the additional disclosure that you have proposed in response to prior comment 3, including a reconciliation between your GAAP diluted loss per share and non-GAAP adjusted net earnings per share. Please further revise footnote (1) to describe your approach in calculating the first adjustment, indicating whether it represents the effect of the change in shares relative to the GAAP measure, before considering other adjustments, or the residual non-GAAP measure, after considering other adjustments; and similarly indicate whether the other adjustments are based on the shares utilized for GAAP purposes or the shares utilized for your non-GAAP measure when the number of shares differ, as when the two measures are not both positive or both negative.

Response:

We respectfully acknowledge the staff’s comment concerning the Company’s reconciliation between GAAP diluted loss per share and non-GAAP adjusted net earnings per share. We will further revise footnote (1) to describe that the first adjustment represents the effect of the change in shares after consideration of the other adjustments. Additionally, we will indicate that the other adjustments are based on the shares utilized for the non-GAAP measure when the number of shares differ.

I appreciate your prompt review and look forward to hearing from you with respect to the foregoing responses. If you have any questions or if you require any additional information with respect to these matters, please contact me

U.S. Securities and Exchange Commission

March 8, 2017

Page 3

at 314-644-7612 (jeff.zadoks@postholdings.com) or Diedre J. Gray, General Counsel, at 314-644-7622 (diedre.gray@postholdings.com).

Sincerely,

Jeff A. Zadoks

SVP and Chief Financial Officer

Mailstop 4628
        March 2, 201 7

Via E -mail
Mr. Jeff A. Zadoks
Chief  Financial Officer
Post Holdings, Inc.
2503 S. Hanley Road
St. Louis, Missouri  63144

 Re: Post Holdings, Inc.
  Form  10-K for the Fiscal Year e nded September 30, 2016
Filed November 18, 2016
Form 8 -K Filed November 17, 2016
Response Letter d ated February 21, 2017
File No. 1 -35305

Dear Mr. Zadoks :

We have reviewed your response letter  and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure s.

Please respond to these comments within ten business days by providing the requested
information or adv ise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.
Unless we  note otherwise, our references to prior comments are to comments in our February 9,
2017  letter.

Form 8 -K Filed November 17, 2016

Exhibit 99.1 - Fourth Quarter and Full Year Earnings Press Release

1. We note your response to prior comment 2, proposing to add disclosure clarifying that
variations of EBITDA, as described on page 11, are used only in your financing
documents and covenants, and do not affect the Adjusted EBITDA and segment Adjusted
EBITDA no n GAAP measures presented in the earnings release.  You explain that this
variation of EBITDA disclosure is to inform investors that you use an alternate  form of
EBITDA in your financing documents and covenants .  You state that you have provided

Mr. Jeff A. Zadoks
Post Holdings, Inc.
March 2, 2017

 investors in debt offerings with alternate measures of Adjusted EBITDA .  If this is the
case, you should revise your disclosure s to utilize different labels that clearly distinguish
each measure  from the other s.  If you have referenced the alternate measures because
they are material, also explain why you have not disclosed the  other  measures, along with
the covenant s and an analysis, so that readers may understand the extent to which you
have either complied or not complied with your covenants and the implications.  If you
do not consider the alternate measures and covenants to be material, revise your
disclosure to focus more clearly on the non GAAP measures  that are being disclosed .

The disclosure you provide to address Item 10(e)(1)(i)(D) of Regulation S -K shou ld
reflect any additional purposes for which the non GAAP measure that you disclose  are
utilized, rather than other measures which are not presented .

2. We note your response to prior comment 2, explaining that you only present sales and
volume data on a “co mparable basis” as defined in the earnings release, to provide
investors with a historical reference giving effect to completed acquisitions or
divestitures as if owned or not owned for the entire period referenced.  You further
acknowledge that the inform ation presented on a “comparable basis ” is essentially
hypothetical or pro forma and is not a non -GAAP financial measure. Please revise your
presentation to label it as pro forma  rather than comparable , and to include a table
showing adjustments for all ac quisitions and divestitures, on a disaggregated basis, that
affect the pro forma sales and volumes for each period presented.

3. We have read the additional disclosure that you have proposed in response to prior
comment 3, including a reconciliation  between your GAAP diluted loss per share and
non-GAAP adjusted net earnings per share.   Please further revise footnote (1) to describe
your approach in calculating the first adjustment, indicating whether it represents the
effect of the change in shares r elative to the GAAP measure, before considering other
adjustments, or the residual non -GAAP measure, after considering other adjustments; and
similarly indicate whether the other adjustments are based on the shares utilized for
GAAP purposes or the shares utilized for your non -GAAP measure when the number of
shares differ, as when the two measures are not both positive or both negative.

Mr. Jeff A. Zadoks
Post Holdings, Inc.
March 2, 2017

 You may contact Lily Dang  at (202) 551 -3867  or John Cannarella  at (202) 551 -3337 if
you have questions regarding co mments on the financial statements and related matters. Please
contact me at (202) 551 -3686 with any other questions.

        Sincerely,

/s/ Karl Hiller

Karl Hiller
Branch Chief
Office  of Natural Resources

CORRESP
1
filename1.htm

		Document

 Jeff A. Zadoks

Senior Vice President

Chief Financial Officer

(314) 644-7612

jeff.zadoks@postholdings.com

February 21, 2017

VIA EDGAR

CONFIDENTIAL

U.S. Securities and Exchange Commission

100 F. Street, NE

Washington, D.C.  20549-4628

Attention:

 Karl Hiller,

Branch Chief, Office of Natural Resources

Re:

 Post Holdings, Inc.

Form 10-K for the Fiscal Year ended September 30, 2016

Filed November 18, 2016

Form 8-K, Filed November 17, 2016

File No. 001-35305

Dear Mr. Hiller:

I am writing this letter on behalf of Post Holdings, Inc. (the “Company”) in response to the comment letter of the Staff of the Commission dated February 9, 2017 regarding the above-referenced Form 10-K and Form 8-K filed by the Company.

This letter sets forth each comment of the Staff in the comment letter (numbered in accordance with the comment letter) and, following each comment, sets forth the Company’s response.

Form 10-K for the Fiscal Year Ended September 30, 2016

Financial Statements

Note 20 – Segments, page 79

1.

 Based on your discussions in MD&A, it appears that you have several product groups within each of your reportable segments that may not be similar to each other. Please expand your disclosure to report net sales for each group of similar products within your reportable segments to comply with FASB ASC paragraph 280-10-50-40.

POST HOLDINGS, INC.

2503 S. HANLEY ROAD, ST. LOUIS, MO 63144-2503

314 644 7600     314 646 3367     WWW.POSTHOLDINGS.COM

U.S. Securities and Exchange Commission

February 21, 2017

Page 2

Response:

We respectfully acknowledge to the Staff that we have considered the requirements in ASC 280-10-50-40 when determining the appropriate entity-wide disclosures related to groupings of similar products. As a result, we will prospectively provide expanded disclosure of revenues from similar groups of products within our “Segments” footnote. We will provide the expanded disclosure beginning with our Form 10-K for the year ended September 30, 2017.

The enhanced disclosure would have been as follows if presented for the year ended September 30, 2016.

Supplemental product information is presented in the following table:

Cereal and granola

 $

 1,838.5

Egg and egg products

 1,417.0

Cheese and dairy

 320.9

Refrigerated potato

 179.5

Pasta

 270.6

Protein based products and supplements

 574.7

Nut butters and bulk nut and fruit

 429.1

Eliminations

 (3.5

 )

Total Net Sales

 $

 5,026.8

Form 8-K, Filed November 17, 2016

Exhibit 99.1 - Fourth Quarter and Full Year Earnings Press Release

2.

 We note your presentation of non GAAP measures Adjusted EBITDA and Segment Adjusted EBITDA, and your disclosure on page 11 stating “variations of EBITDA may include, but are not limited to, further adjustments to the Company’s reported Adjusted EBITDA to give effect to the Company’s completed acquisitions as if all completed acquisitions were owned for the entire calculation period.” Similarly, under the heading Supplemental Segment Information on page 9, we note your disclosure stating “comparable basis, as referred to within the text of this release, is defined as a comparison of the three-month period ended September 30, 2016 to the same three-month period in fiscal 2015, including results for the periods of time Post owned each of the acquired businesses and the respective periods of time Post did not own the businesses and excluding results for divestitures for both periods.”

Tell us the extent to which the adjustments described above impacted both the consolidated and segment measures, and individual line items in the reconciliations for each period. Submit a schedule listing the acquisitions for which adjustments have been included, along with the activity disaggregated and for each period, and clarify the extent to which your approach has been comprehensive. Please identify any acquisitions during the last three fiscal years and subsequent interim periods for which adjustments have not been made in any similar earnings release during those periods; and provide comparable details for all dispositions, while clarifying any differences in your approach.

If you have included in these measures activity of businesses acquired that pertains to periods prior to your ownership, explain why the resulting figures would not be more appropriately identified as hypothetical or pro-forma, rather than presented as non-GAAP historical measures of performance, which are generally derived from historical measures of performance under GAAP, consistent with Item 10(e)(2) of Regulation S-K.

U.S. Securities and Exchange Commission

February 21, 2017

Page 3

Response:

Non-GAAP Measures

The Company’s presentation of the non-GAAP measures Adjusted EBITDA and Adjusted Segment EBITDA in the Company’s fourth quarter and full year earnings press release (the “Release”) did not contain adjustments to the Company’s reported Adjusted EBITDA to give effect to the Company’s completed acquisitions as if all completed acquisitions were owned for the entire calculation period.

The phrase quoted in the first sentence of the Staff’s comment, which was taken from the first paragraph under the heading “Adjusted EBITDA and segment Adjusted EBITDA” in the Release, was intended to modify the last clause of the preceding sentence: “(iii) it is a financial indicator of a company’s ability to service its debt, as the Company is required to comply with certain covenants and limitations that are based on variations of EBITDA in the Company’s financing documents.”  This disclosure of our use of a variation of EBITDA is specifically to inform investors, consistent with Item 10(e) of Regulation S-K, that we use an alternate, but similar, form of EBITDA in covenant compliance documents per the terms of our credit agreement as well as financing documents provided to investors in debt offerings.

In future filings we will clarify that these variations of EBITDA are only prepared for use in our financing documents and not included in the earnings release or Form 8-K. We would expect that the disclosure would be substantially as follows:

Variations of EBITDA, as defined and utilized within our financing documents may include, but are not limited to, further adjustments to the Company’s reported Adjusted EBITDA to give effect to the Company’s completed acquisitions as if all completed acquisitions were owned for the entire calculation period. Adjusted EBITDA and segment Adjusted EBITDA as presented in this release do not contain further adjustments to give effect to completed acquisitions.

Comparable Basis

The Company provides only sales and volume data in the Release on a “comparable basis,” a term defined in the Release, to provide investors with a historical reference giving effect to completed acquisitions or divestitures as if owned or not owned for the entire period referenced. Within the Release, the relevant portion of the text that included comparable basis disclosure is as follows:

“On a comparable basis, net sales declined 16.1%, or $100.5 million, over the same period in fiscal 2015. Egg sales, on a comparable basis, declined 20.8% as a result of reduced grain-based pricing in the foodservice channel related to continued roll back of the temporary component of avian influenza pricing and reduced market-based pricing in the ingredient and retail shell egg channels. Egg volumes, on a comparable basis, increased 8.2% as fourth quarter 2015 egg inventory available for sale was reduced as a result of the impact of avian influenza.”

We acknowledge that the information presented on a comparable basis is, as suggested by Staff, essentially hypothetical or pro forma and is not a non-GAAP financial measure. The Company has used and defined the term “comparable basis” within the release so as not to assert that the information provided is compliant with Article 11 of Regulation S-X. The Company confirms that this methodology has been consistently and comprehensively applied in the last three fiscal years and subsequent interim periods.

U.S. Securities and Exchange Commission

February 21, 2017

Page 4

Form 8-K, Filed November 17, 2016

Exhibit 99.1 - Fourth Quarter and Full Year Earnings Press Release

3.

 We note you present non GAAP measure Adjusted Diluted Net Earnings per Common Share on page 12. Please note that non GAAP per share performance measures should be reconciled to GAAP earnings per share as indicated in our C&DI 102.05 issued on May 17, 2016. Please review this guidance when preparing your next earnings release.

Response:

We respectfully acknowledge the Staff’s comment and in future filings, we will include reconciliations similar to the following:

 Three Months Ended

 Year Ended

 2016

 2015

 2016

 2015

Diluted Loss per share, as reported

 $

 (0.58

 )

 $

 (1.21

 )

 $

 (0.41

 )

 $

 (2.33

 )

Adjustment to Weighted-Average Diluted Shares Outstanding 1

 0.08

 0.03

 0.05

 0.05

Adjustments affecting comparability:

 Non-cash mark-to-market adjustments and cash settlements on interest rate swaps

 0.16

 0.79

 2.30

 1.60

 Tender premium on debt extinguishment

 1.10

 —

 1.11

 —

 Impairment of goodwill and other intangible assets

 —

 0.93

 —

 1.05

 Provision for legal settlement

 0.30

 —

 0.43

 —

 Integration costs

 0.03

 0.10

 0.24

 0.27

 Transaction costs

 —

 0.01

 0.02

 0.22

 Restructuring and plant closure costs, including accelerated depreciation

 —

 0.17

 0.08

 0.48

 Assets held for sale

 —

 0.10

 0.12

 0.59

 Inventory valuation adjustments on acquired businesses

 —

 —

 0.01

 0.35

 Mark-to-market adjustments on commodity hedges

 0.06

 0.11

 (0.01

 )

 (0.07

 )

 Gain on sale of business

 —

 —

 (0.03

 )

 —

 Foreign currency loss (gain) on intercompany loans

 —

 0.05

 —

 0.12

 Purchase price adjustment on acquisition

 —

 (0.15

 )

 —

 (0.17

 )

 Gain on sale of plant

 —

 (0.10

 )

 —

 (0.12

 )

 Gain from insurance and indemnification proceeds

 —

 (0.08

 )

 —

 (0.11

 )

 Gain on change in fair value of acquisition earn-out

 —

 —

 —

 (0.01

 )

 Spin-Off costs/post Spin-Off costs

 —

 —

 —

 0.01

 Total Net Adjustments

 1.65

 1.93

 4.27

 4.21

Income tax effect on adjustment affecting comparability

 (0.58

 )

 (0.69

 )

 (1.49

 )

 (1.31

 )

Preferred stock dividends adjustment 2

 0.04

 —

 0.17

 —

Adjusted Net Earnings Available to Common Shareholders

 $

 0.61

 $

 0.06

 $

 2.59

 $

 0.62

(1) - Adjustment to reflect the incremental shares deemed anti-dilutive for GAAP diluted earnings per share

(2) - Adjustment to add-back preferred stock dividends considered anti-dilutive for GAAP earnings per share

In connection with the foregoing, the Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

U.S. Securities and Exchange Commission

February 21, 2017

Page 5

I appreciate your prompt review and look forward to hearing from you with respect to the foregoing responses. If you have any questions or if you require any additional information with respect to these matters, please contact me at 314-644-7612 (jeff.zadoks@postholdings.com) or Diedre J. Gray, General Counsel, at 314-644-7622 (diedre.gray@postholdings.com).

Sincerely,

Jeff A. Zadoks

SVP and Chief Financial Officer

Mailstop 4628
        February 9, 201 7

Via E -mail
Mr. Jeff A. Zadoks
Chief  Financial Officer
Post Holdings, Inc.
2503 S. Hanley Road
St. Louis, Missouri  63144

 Re: Post Holdings, Inc.
  Form  10-K for the Fiscal Year e nded September 30, 2016
Filed November 18, 2016
Form 8 -K, Filed November 17, 2016
File No. 1 -35305

Dear Mr. Zadoks :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure s.

Please respond to these comments within ten business days by providing the requested
information or adv ise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Form 10 -K for the Fiscal Year e nded September 30, 2016

Financial Statements

Note 20 - Segments, page 79

1. Based on your discussions in MD&A, it appears that you have several product groups
within each of your reportable segments that may not be similar to ea ch other.  Please
expand your disclosure to report net sales for each group of similar products within your
reportable segments to comply with FASB ASC paragraph 280 -10-50-40.

Mr. Jeff A. Zadoks
Post Holdings, Inc.
February 9, 2017

 Form 8 -K, Filed November 17, 2016

Exhibit 99.1 - Fourth Quart er and Full Year Earnings Press Release

2. We note your presentation of non GAAP measures Adjusted EBITDA and Segment
Adjusted EBITDA, and your disclosure on page 11 stating “variations of EBITDA may
include, but are not limited to, further adjustments to the Company’s reported Adjusted
EBITDA to give effect to the Company’s completed acquisitions as if all completed
acquisitions were owned for the entire calculation period.”  Similarly, under the heading
Supplemental Segment Information on page 9, we note your disclosure stating
“comparable basis, as referred to within the text of this release, is defined as a
comparison of the three -month period ended September 30, 2016 to the same three -
month period in fiscal 2015, including results for the periods of tim e Post owned each of
the acquired businesses and the respective periods of time Post did not own the
businesses and excluding results for divestitures for both periods.”

Tell us the extent to which the adjustments described above impacted both the
consoli dated and segment measures, and individual line items in the reconciliations for
each period.  Submit a schedule listing the acquisitions for which adjustments have been
included, along with the activity disaggregated and for each period, and clarify the ex tent
to which your approach has been comprehensive.  Please identify any acquisitions during
the last three fiscal years and subsequent interim periods for which adjustments have not
been made in any similar earnings release during those periods ; and provide comparable
details for all dispositions , while clarifying any  differences in your approach .

If you have include d in these measures activity of businesses acquired that pertain s to
periods prior to your ownership, expl ain why  the resulting figures would not be more
appropriately  identified as  hypothetical  or pro-forma , rather than presented as non-GAAP
historical measures of performance , which are generally derived from historical measures
of performance under GAAP, consistent with  Item 10(e)(2) of Regulation S -K.

3. We note you present non GAAP measure Adjusted Diluted Net Ear nings per Common
Share on page 12.  Please note that non GAAP per share performance measures should be
reconciled to GAAP earnings per share as indicated in our C&DI 102.05 issued on May
17, 2016.  Please review this guidance when preparing your next e arnings release.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.  You may contact Lily Dang  at (20 2) 551 -3867  or John Cannarella  at (202)

Mr. Jeff A. Zadoks
Post Holdings, Inc.
February 9, 2017

 551-3337 if you have questions regarding comments on the financial statements and related
matters. Please contact me at (202) 551 -3686 with any other questions.

        Sincerely,

/s/ Karl Hiller

Karl Hiller
Branch Chief
Office  of Natural Resources

February 25 , 2015

Via E -mail
Mr. Jeff A. Zadoks
Senior Vice President and Chief Financial Officer
Post Holdings, Inc.
2503 S. Hanley Road
St. Louis, Missouri  63144

Re: Post Holdings, Inc.
Form 10 -K for the Fiscal Y ear e nded September 30, 2014
Filed November 28 , 2014
File No . 001-35305

Dear Mr. Zadoks :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securi ties laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules requi re.

Sincerely,

        /s/ Karl Hiller

        Karl Hiller
        Branch Chief

CORRESP
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		SEC RespLtr2014Form10-K

 Jeff A. Zadoks
Senior Vice President and

Chief Financial Officer

(314) 644-7612
jeff.zadoks@postfoods.com

February 20, 2015

VIA EDGAR

CONFIDENTIAL

U.S. Securities and Exchange Commission

100 F. Street, NE

Washington, D.C.  20549-4628

Attention:     Karl Hiller,

Branch Chief, Division of Corporate Finance

Re:    Post Holdings, Inc.

Form 10-K for the Fiscal Year ended September 30, 2014

Filed November 28, 2014

File No. 001-35305

Dear Mr. Hiller:

I am writing this letter on behalf of Post Holdings, Inc. (the “Company”) in response to the comment letter of the Staff of the Commission dated February 13, 2015 regarding the above-referenced Form 10-K and Registration Statement filed by the Company.

This letter sets forth each comment of the Staff in the comment letter (numbered in accordance with the comment letter) and, following each comment, sets forth the Company’s response.

Form 10-K for the Fiscal Year Ended September 30, 2014

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 25

Liquidity and Capital Resources, page 33

Debt Covenants, page 34

1.

 We note on page 37 the impairment charges of the Post Foods brands were primarily the result of the acceleration of declines within the branded ready-to-eat cereal category, as well as the expectation that revenue and profit growth for Post Foods will be challenged in the medium to long-term. It is not clear, however, whether you believe these issues are reasonably likely to impact your compliance with the financial covenants of your Credit Agreement, as referenced under Note 14 – Long Term Debt. Please clarify for us whether you believe it is reasonably likely that you will not comply with any of your financial covenants, other than your consolidated leverage ratio. If non-compliance is reasonably likely, please disclose information about the covenant calculation and related details outlined in Section IV (C) of SEC Release 34-48960.

U.S. Securities and Exchange Commission

February 20, 2015

Page 2

Response:

In the Company’s Annual Report filed on Form 10-K, on page 34 under heading “Debt Covenants” and in Note 14, also under the heading “Debt Covenants,” we disclose that the Company is in compliance with the financial covenants of the Credit Agreement as of September 30, 2014.

Based on projections used for the goodwill impairment tests, management does not believe non-compliance with Credit Agreement financial covenants is reasonably likely in the foreseeable future. The Credit Agreement financial covenants are based on consolidated performance and not on the performance of any one reporting unit. The Company has significantly diversified its business in the past year, accordingly, less favorable trends in the Post Foods reporting unit do not necessarily result in unfavorable forecasted consolidated performance. Furthermore, under the terms of the Company’s Credit Agreement, non-cash impairment charges, such as the impairment charges referenced in your letter, are, subject to certain conditions, added back to consolidated net income for purposes of the financial maintenance covenants contained in the Credit Agreement. As such, the non-cash impairment charges totaling $295.6 million recorded for the year ended September 30, 2014 were added back to net income and thus did not affect the Company’s compliance with such covenants.

In future filings we will affirmatively state that management does not believe non-compliance is reasonably likely in the foreseeable future, or, if non-compliance becomes reasonably likely, we will make the appropriate disclosures as required by Section IV (C) of SEC Release 34-48960.

In connection with the foregoing, the Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

I appreciate your prompt review and look forward to hearing from you with respect to the foregoing responses. If you have any questions or if you require any additional information with respect to these matters, please contact me at 314-644-7612 (jeff.zadoks@postfoods.com) or Diedre J. Gray, General Counsel, at 314-644-7622 (diedre.gray@postfoods.com).

Sincerely,

Jeff A. Zadoks

SVP and Chief Financial Officer

February 13 , 2015

Via E -mail
Mr. Jeff A. Zadoks
Senior Vice President and Chief Financial Officer
Post Holdings, Inc.
2503 S. Hanley Road
St. Louis, Missouri  63144

Re: Post Holdings, Inc.
Form 10 -K for the Fiscal Y ear e nded September 30, 2014
Filed November 28 , 2014
File No . 001-35305

Dear Mr. Zadoks :

We have reviewed your filing  and have the following comment.   In our comment , we ask
you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not  believe our comment a pplies  to your facts and cir cumstances or do not
believe an amendment  is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to this comment , we may have  additional comments.

Form 10 -K for the Fisc al Year ended September 30, 2014

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
25

Liquidity and Capital Resources, page 33

Debt Covenants, page 34

1. We note on page 37 the i mpairment charges of the Post Foods brands were primarily the
result of the acceleration of declines within the branded ready -to-eat cereal category , as
well as the expectation that revenue and profit growth for Post Foods will be chal lenged
in the medium to long -term.   It is not clear, however, whether you believe these issues are
reasonably likely to impact your compliance with the financial covenants of your Credit
Agreement, as referenced under Note 14 – Long Term Debt.  Please clar ify for us
whether you believe it is reasonably likely that you will not comply with any of your

Mr. Jeff A. Zadoks
Post Holdings, Inc.
February 13 , 2015
Page 2

 financial covenants, other than your consolidated leverage ratio.  If non -compliance is
reasonably likely, please disclose information about the covenant calculation and  related
details  outlined in Section IV (C) of SEC Release 34 -48960.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing  include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require .  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures t hey have made.

 In responding to our comment, please provide  a written statement from the company
acknowledging that:
 the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 staff comments  or changes to disclosu re in re sponse to staff comments  do not foreclose
the Commission from taking any action with respect to the filing; and
 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Michael Fay, Staff Accountant, at (202) 551 -3812  or Kim Calder ,
Assistant Chief Accountant, at (202) 551 -3701  if you have questions regarding our comment  and
related  matters.  Please contact me at (202) 551 -3386  with any other questions.

Sincerely,

        /s/ Karl Hiller

        Karl Hiller
        Branch Chief

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		2014s4accelerationrequest

June 20, 2014

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:

 Post Holdings, Inc.

Registration Statement on Form S-4, as amended

Filed January 2014; Amendment No. 1 filed June 18, 2014

Registration No. 333-193468

Ladies and Gentlemen:

On behalf of Post Holdings, Inc. (the “Company”) and each of the subsidiary guarantors listed as co-registrants (collectively with the Company, the “Registrants”) in the above-referenced Registration Statement (the “Registration Statement”), the undersigned respectfully requests acceleration of the effectiveness of the Registration Statement to 9:00 a.m. ET on June 24, 2014, or as soon thereafter as practicable.

In connection herewith, the Registrants hereby acknowledge the following:

1.    Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement.

2.    The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrants from full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement.

3.    The Registrants may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

Diedre J. Gray
SVP, General Counsel & Secretary

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		Exchange_Offer_2014_-_SEC_Exxon_Capital_Letter

June 20, 2014

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-4628

Attention: H. Roger Schwall, Assistant Director

Re:

 Post Holdings, Inc. and the Subsidiary Guarantors
identified on Schedule A

Registration Statement on Form S-4

Filed January 21, 2014; Amendment No. 1 filed June 18, 2014

File No. 333-193468

Dear Mr. Schwall:

In connection with the exchange offer being made by Post Holdings, Inc. and its subsidiary guarantors (collectively, the “Company”) pursuant to the prospectus contained in the above-referenced registration statement and related letter of transmittal, on behalf of itself and the subsidiary guarantors, the Company confirms the following:

1.The Company is registering the exchange offer in reliance upon the position of the Staff of the Commission enunciated in the no-action letter issued to Exxon Capital Holdings Corporation (available May 13, 1988).

2.The Company has not entered into any arrangement or understanding with any person to distribute the notes to be received in the exchange offer (the “Registered Notes”) in exchange for the Company’s outstanding notes (the “Private Notes”) and, to the best of the Company’s information and belief, each person participating in the exchange offer is acquiring the Registered Notes in the ordinary course of its business, is not participating in and has no arrangement or understanding with any person to participate in the distribution of the Registered Notes to be received in the exchange offer and is not an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).  In this regard, the Company will make each person participating in the exchange offer aware that if such person is participating in the exchange offer for the purpose of distributing the Registered Notes to be acquired in the exchange offer, such person (i) could not rely on the Staff position enunciated in Exxon Capital Holdings Corporation or interpretative letters to similar effect and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction, unless an exemption from registration is otherwise available.  The Company acknowledges that such a secondary resale transaction by such person participating in the exchange offer for the purpose of distributing the Registered Notes should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K.

U.S. Securities and Exchange Commission

June 20, 2014

Page 2

3.A broker-dealer may participate in the exchange offer with respect to Private Notes acquired for its own account as a result of market-making or other trading activities provided that the broker-dealer has not entered into any arrangement or understanding with the Company or an affiliate of the Company to distribute the Registered Notes and the Company (i) will make each person participating in the exchange offer aware (through the exchange offer prospectus) that any broker-dealer who holds Private Notes acquired for its own account as a result of market-making or other trading activities, and who receives Exchange Notes in exchange for such Private Notes pursuant to the exchange offer, may be deemed to be an  “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act as described in (2) above in connection with any resale of such Exchange Notes, and (ii) will include in the transmittal letter to be executed by an exchange offeree in order to participate in the exchange offer a provision providing that if the exchange offeree is a broker-dealer holding Private Notes acquired for its own account as a result of market-making or other trading activities, an acknowledgement that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the Registered Notes received in respect of such Private Notes pursuant to the exchange offer; however, by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The transmittal letter to be executed by the exchange offeree in order to participate in the exchange offer includes a representation to the effect that if the exchange offeree is not a broker-dealer that by accepting the exchange offer, the exchange offeree represents that it is not engaged in, and does not intend to engage in, a distribution of the Registered Notes.

Sincerely,

Diedre J. Gray

Senior Vice President, General Counsel

and Secretary

cc:    Mr. PJ Hamidi, U.S. Securities and Exchange Commission

March 13 , 2014

Via E -mail
Ms. Diedre J. Gray
Senior Vice President, General Counsel and Secretary
Post Holdings, Inc.
2503 S. Hanley Road
St. Louis, Missouri  63144

Re: Post Holdings,  Inc.
  Form 10 -K for Fisc al Year Ended September 30, 2013
Filed November 17, 2013
File No. 1 -35305

Dear Ms. Gray:

We have completed our review of your filing. We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the Unite d States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/H. Roger Schwall

 H. Roger Schwall
Assistant Director

cc: Tom W. Zook
 Lewis, Rice & Fingersh, L.C .

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		ResponseLettertoSEC22414S-4

 Diedre J. Gray
Senior Vice President, General Counsel
and Secretary
(314) 644-7622
Diedre.Gray@postfoods.com

February 24, 2014

VIA EDGAR

U.S. Securities and Exchange Commission

100 F. Street, NE

Washington, D.C.  20549-4628

Attention:    H. Roger Schwall,

Assistant Director Division of Corporate Finance

Re:

 Post Holdings, Inc.

Registration Statement on Form S-4

Filed January 21, 2014

File No. 333-193468

Form 10-K for Fiscal Year Ended September 30, 2013

Filed November 17, 2013

File No. 1-35305

Dear Mr. Schwall:

I am writing this letter on behalf of Post Holdings, Inc. (the “Company”) in response to the comment letter of the Staff of the Commission dated February 19, 2014 regarding the above-referenced Form 10-K and Registration Statement filed by the Company.

This letter sets forth each comment of the Staff in the comment letter (numbered in accordance with the comment letter) and, following each comment, sets forth the Company’s response.

Form 10-K for the Fiscal Year Ended September 30, 2013

Consolidated Statements of Cash Flows, page 39

1.

 We note you reported the premiums received from the issuance of long term debt as a cash inflow from operating activities. Per ASC 230-10-20, operating activities are generally the cash effects of transactions and events that enter into the determination of net income. Tell us why you included the entire debt premium as an adjustment to reconcile net income to net cash provided by operating activities, rather than only the premium amortization amount. Also tell us why you did not include the premium received as a cash inflow from financing activities within the line item “Proceeds from issuance of Senior Notes”.

U.S. Securities and Exchange Commission

February 24, 2014

Page 2

Response:  ASC 230-10-45-27 indicates that “each cash receipt or payment is to be classified according to its nature.” When debt is issued at a premium, the cash receipt is comprised of two distinct units of account; a debt instrument and the associated debt premium. ASC 835-30-35-2 indicates that the nature of a debt premium is that of interest expense. As noted in the staff’s comment, ASC 230-10-20 indicates that cash flows from operating activities are generally the cash effects of transactions that enter into the determination of net income; which includes interest expense. ASC 835-30 requires that the cash receipt of the debt premium be deferred and amortized consistent with the accounting model for deferred revenue, but does not alter the nature of the cash receipt. Further, ASC 230-10-45-16 and 45-17 indicate that cash flows for interest expense and interest income should be classified as operating activities. We also note that the “Other, net” line item within the Company’s indirect method statement of cash flows for the year ended September 30, 2013 includes $1.5 million of debt premium amortization.

Consistent with the reasoning above, the cash receipt related to a debt premium does not qualify as a financing inflow as described in ASC 230-10-45-14 because a debt premium is not debt principal. Instead, a debt premium is directly related to the fact that the debt’s stated interest rate is above the market rate when the debt was issued, and when the interest on the debt is paid, such payments will be classified as operating cash flows.  This explains why the Company recorded the premiums received from the issuance of long term debt as a component of operating cash flows rather than in financing activities where the principal proceeds were recorded.

In connection with the foregoing, the Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

I appreciate your prompt review and look forward to hearing from you with respect to the foregoing responses. If you have any questions or if you require any additional information with respect to these matters, please contact Tom Zook at Lewis, Rice & Fingersh (314-444-7671), or tzook@lewisrice.com, or me at 314-644-7622, or diedre.gray@postfoods.com.

Sincerely,

Diedre J. Gray

SVP, General Counsel and Secretary

cc:

 Lily Dang, United States Securities Exchange Commission

Mark Wojciechowski, United States Securities Exchange Commission

PJ Hamidi, United States Securities Exchange Commission

Tom W. Zook, Lewis, Rice & Fingersh, L.C.

February 19, 2014

Via E -mail
Ms. Diedre J. Gray
Senior Vice President, General Counsel and Secretary
Post Holdings, Inc.
2503 S. Hanley Road
St. Louis, Missouri  63144

Re: Post Holdings, Inc.
  Registration Statement on Form S-4
Filed  January 21, 2014
  File No.  333-193468
Form 10 -K for Fisc al Year Ended September 30, 2013
Filed November 17, 2013
File No. 1 -35305

Dear Ms. Gray:

We have limited our review of your  filings  to those issues w e have addressed in our
comment below .  We may ask you to provide us with information so we may better understand
your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested  information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to this comment , we may have  additional comments.

Form 10 -K for the Fiscal Year Ended September 30, 2013

Consolidated Statements of Cash Flows, page 39

1. We note you reported the premiums received from the issuance of long term debt as a
cash inflow from operating activities.   Per ASC 230 -10-20, operating activities are
generally the cash effects of transactions and events that enter into the determination of
net income.   Tell us why you included the entire debt premium as an adjustment to
reconcile net income to net cash provided by operating activities, rather than only the
premium amortization amount.   Also tell us why you did not include the premium

Diedre J. Gray
Post Holdings, Inc.
February 19, 2014
Page 2

 received as a cash inflow from financing activities within the line item “Proceeds from
issuance of Senior Notes”.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the se filing s to be certain that the filing s include  the information the Securities Act of 193 3,
the Securities Exchange Act of 1934,  and all applicable Securities  Act and Exchange Act rules
require.   Since the company and its management are in possession of all facts relating to a
company’s disclosure, they  are responsible for the accuracy and adequacy of the disclosures they
have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the  company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

You may contact Lily Dang  at (202) 551 -3867  or Mark Wojciechowski  at (202) 551 -
3759 if you have questions regarding comments on the financial statements and related matters.
Please contact PJ Hamidi  at (202) 551 -3421  or me, at (202)  551-3745, with any other questions.

Sincerely,

 /s/H. Roger Schwall

 H. Roger Schwall
Assistant Director

Diedre J. Gray
Post Holdings, Inc.
February 19, 2014
Page 3

cc: Tom W. Zook
 Lewis, Rice & Fingersh, L.C .

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corresp

January 26, 2012

VIA EDGAR

Norman von Holtzendorff

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4628

    Re:

    Post Holdings, Inc.

Amendment No. 4

Registration Statement on Form 10

Filed January 25, 2012

File No. 1-35305

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

          Post Holdings, Inc., a Missouri corporation (the “Company”), respectfully requests that the
effectiveness of the above-referenced registration statement (the “Registration Statement”) be
accelerated so that it may become effective on January 26, 2012 at 5
P.M. Eastern, or as soon thereafter
as practicable.

          In accordance with Rule 12d1-2 promulgated under the Securities Exchange Act of 1934, as
amended, the reasons for this request are as follows: on January 16, 2012, the board of directors
of Ralcorp Holdings, Inc., a Missouri corporation (“Ralcorp”), took several actions in connection
with the spin-off of the Company from Ralcorp, including establishing the distribution ratio for
the spin-off, and setting a record date of January 30, 2012 and a distribution date of February 3,
2012. The Company and Ralcorp wish to commence the process of printing and mailing the information
statement as soon as possible.

          The Company acknowledges that:

    •

    should the Securities and Exchange Commission (the “Commission”) or the staff,
acting pursuant to delegated authority, declare the Registration Statement effective, it
does not foreclose the Commission from taking any action with respect to the Registration
Statement;

    •

    the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the Registration Statement effective, does not relieve the Company
from its full responsibility for the adequacy and accuracy of the disclosure in the
Registration Statement; and

    •

    the Company may not assert staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

          It would be appreciated if, as soon as the Registration Statement is declared effective, you
would so inform the undersigned by telephone at (314) 877-7125, by facsimile at (314) 877-7748 or
by email at GABillha@ralcorp.com. Please contact the undersigned with any questions.

Sincerely,

/s/ Gregory A. Billhartz

Gregory A. Billhartz

Secretary

Post Holdings, Inc.

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corresp

January 25, 2012

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-4628

Attention: H. Roger Schwall

               Assistant Director, Division of Corporation Finance

    Re:

    Post Holdings, Inc.

    Amendment No. 3 to Registration Statement on Form 10-12B

    Filed January 19, 2012

    Letter Dated January 20, 2012

    File No. 1-35305

Dear Mr. Schwall:

     I am writing this letter on behalf of Post Holdings, Inc. (the “Company”) in response to the
comment letter of the Staff of the Commission dated January 24, 2012 regarding the above-referenced
registration statement filed by the Company. Pre-Effective Amendment No. 4 to Registration
Statement on Form 10 (the “Amendment”) is being filed today in response to your comments.

     This letter sets forth each comment of the Staff in the comment letter (numbered in accordance
with the comment letter) and, following each comment, sets forth the Company’s response.

Amendment No. 3 to Registration Statement on Form 10-12B

General

Material U.S. Federal Income Tax Consequences of the Distribution, Page 40

     1. We note that on January 20, 2012, Ralcorp announced that it received the referenced IRS
private letter ruling regarding the distribution and related transactions. Please update the Form
10 accordingly, eliminating in that regard any ambiguity regarding the potential receipt of the
letter and suggestions that the disclosure is “for general information purposes only.”

    Response: The Company acknowledges the Staff’s comment and has revised the disclosure in
the Amendment to clarify that Ralcorp has received a IRS private letter ruling regarding the
distribution and related transactions, and have eliminated the suggestion that the tax
disclosure is “for general information purposes only.”

Corporate Governance and Management — Our Directors and Executive Officers, page 90

     2. You have provided new biographical sketches. Please revise to eliminate gaps or ambiguities
with regard to time for each individual listed, clarifying the date of retirement or the month and
year when each position within the past five years began and ended.

    Response: The Company acknowledges the Staff’s comment and has revised the biographical
sketches as described.

Security Ownership of Certain Beneficial Owners and Management, page 103

     3. You added several new entities as holders. For each listed holder that is not a natural
person, please include tabular entries and corresponding footnotes to identify those natural
persons who beneficially hold the listed securities. See Exchange Act Rule 13d-3.

     Response: The Company acknowledges the Staff’s comment and has revised the disclosures
in the beneficial ownership table with respect to the entities who are expected to beneficially
hold the Company’s securities. Based on discussions with the Staff, the Company understands that no
further disclosure is required with respect to Ralcorp, as it is a widely-held, publicly traded
company.

Certain Relationships and Related Party Transactions, page 104

     4. Please enhance your disclosure about the conflict of interest policy to ensure that you
provide all the information that Item 404 of Regulation S-K, including 404(b)(1)(ii) and (b)(1)(iv)
requires. Also, if the use of D&O questionnaires and the Audit Committee’s role is defined or will
be defined in writing, please make that clear in your filing.

     Response: The Company acknowledges the Staff’s comment and has revised the disclosure
about the conflict of interest policy, use of D&O questionnaires, and the Audit Committee’s role in
the Amendment.

     In connection with the foregoing, the Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in the
filing;

    •

    Staff comments or changes to disclosure in response to Staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

    •

    the Company may not assert Staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

     I appreciate your prompt review and look forward to hearing from you with respect to the
foregoing responses. If you have any questions or if you require any additional information with
respect to these matters, please contact me via telephone at (314) 877-7125 or via facsimile at
(314) 877-7748.

    Sincerely,

    /s/ Gregory A. Billhartz

    Gregory A. Billhartz

    Secretary

    cc:

    Mark Wojciechowski

    John Cannarella

    Norman von Holtzendorff

    Timothy S. Levenberg

                   U.S. Securities and Exchange Commission

January 24, 2012
 Mr. William P. Stiritz Chairman of the Board and Chief Executive Officer Post Holdings, Inc. 800 Market Street, Suite 2900 St. Louis, MO  63101
Re: Post Holdings, Inc.
 Amendment No. 3 to Registrati on Statement on Form 10-12B
Filed January 19, 2012 Letter Dated January 20, 2012 File No. 1-35305

Dear Mr. Stiritz:
 We have reviewed your filing and letter and have the following comments.  In some of
our comments, we may ask you to provide us wi th information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Amendment No. 3 to Registration Statement on Form 10-12B

 General

 Material U.S. Federal Income Tax Cons equences of the Distribution, page 40

 1. We note that on January 20, 2012, Ralcorp announ ced that it received the referenced IRS
private letter ruling regarding the distribution and related tran sactions.  Please update the
Form 10 accordingly, eliminating in that rega rd any ambiguity regarding the potential
receipt of the letter and suggestions that the disclosu re is “for general information
purposes only.”

Mr. William P Stiritz Post Holdings, Inc. January 24, 2012 Page 2

 Corporate Governance and Management – Our Directors and Executive Officers, page 90

2. You have provided new biographical sketches .  Please revise to eliminate gaps or
ambiguities with regard to time for each indivi dual listed, clarifying the date of retirement
or the month and year when each position within the past five years began and ended.
 Security Ownership of Certain Benefi cial Owners and Management, page 103

 3. You added several new entities as holders.  Fo r each listed holder that is not a natural
person, please include tabular entries and corresponding footnotes  to identify those
natural persons who beneficially hold the li sted securities.  See Exchange Act Rule
13d-3.
Certain Relationships and Relate d Party Transactions, page 104

4. Please enhance your disclosure about the confli ct of interest policy to ensure that you
provide all the information that Item 404 of  Regulation S-K, incl uding 404(b)(1)(ii) and
(b)(1)(iv) requires. Also, if the use of D&O questionnaires and the Audit Committee’s
role is defined or will be defined in writing, please make  that clear in your filing.

Closing Comments
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Mr. William P Stiritz Post Holdings, Inc. January 24, 2012 Page 3

 Please contact Norman von Holtzendorff at (202) 551-3237 or, in his absence, Timothy
S. Levenberg, Special Counsel, at (202) 551-3707 with any questions.

Sincerely,
   /s/H. Roger Schwall   H. Roger Schwall
Assistant Director

CORRESP
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corresp

[Bryan Cave letterhead]

January 20, 2012

VIA EDGAR

Norman von Holtzendorff

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4628

    Re:

    Post Holdings, Inc.

    Registration Statement on Form 10

    Amendment No. 3 Filed January 19, 2012

    File No. 1-35305

Ladies and Gentlemen:

     Thank you for taking the time to discuss the proposed disclosure and plans of Post Holdings,
Inc. in connection with the above-referenced Registration Statement on Form 10 (“Form 10”). Per
our discussion, please find attached hereto as Annex A the draft additional disclosure proposed to
be included in the Form 10.

     If you have any questions or if you require any additional information with respect to these
matters, please contact the undersigned via telephone at (314) 259-2149 or via facsimile at (314)
552-8149.

    Best regards,

    /s/ R. Randall Wang

    R. Randall Wang

    Bryan Cave LLP

    cc:

    Gregory A. Billhartz (Post Holdings, Inc.)

    Diedre J. Gray (Post Holdings, Inc.)

    Jeffrey A. Zadoks (Post Holdings, Inc.)

Annex A

Recent Developments

Preliminary Unaudited Selected Financial and Other Data for the First Quarter of Fiscal 2012

     The preliminary financial data discussed below has been prepared by, and is the responsibility
of, Post’s management. PricewaterhouseCoopers LLP has not audited, reviewed, compiled or performed
any procedures with respect to the accompanying preliminary financial data. Accordingly,
PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect
thereto. The preliminary estimates discussed below are subject to the completion of our financial
closing procedures, final adjustments and other developments that may arise between now and the
time the financial results for the first quarter are finalized. Therefore, our actual results may
differ materially from these estimates.

     The following are preliminary estimates for the quarter ended December 31, 2011:

    •

    net sales of between $215 million and $225 million;

    •

    operating profit of between $29 million and $33 million; and

    •

    based on data available from A. C. Nielsen, Post’s monthly market share was 10.7%
for October, 11.5% for November and 11.1% for December, after holding at 10.4% for both
August and September.

     We have provided a range for our preliminary unaudited estimates of net sales and operating
profit because our financial closing procedures for the first quarter of 2012 are not yet complete.
It is possible that our final reported results may not be within the ranges we currently estimate,
and the difference may be material.

     During the first quarter, Post’s new management team undertook a brand-by-brand business
review. This review resulted in the general conclusion that additional strategic steps were needed
to stabilize the business and the competitive position of the Post brands. In part, this
determination resulted in the goodwill and other intangible asset impairment charges incurred in
the fourth quarter of fiscal 2011 (see further discussion in “Management’s Discussion and Analysis
of Financial Conditions and Results of Operations — Critical Accounting Policies and Estimates”
and Notes 2 and 4 of “Notes to Combined Financial Statements”).

     We believe our operating results for the first quarter of fiscal 2012 were negatively impacted
by average retail pricing and trade spend. In management’s opinion, Post’s portfolio of brands
requires additional investment in the form of more sophisticated trade spending and consumer
support to stabilize and grow market share, which management considers its top priority.
Management undertook actions in the first quarter of fiscal 2012 that resulted in increased trade
spending and consumer promotion consistent with its focus on growing market share and stabilizing
the brands. We believe the benefits of these actions will not be realized until later in fiscal
2012; however, they had the effect of reducing operating profit margins during the quarter ended
December 31, 2011.

     Our preliminary unaudited financial data discussed above constitute forward-looking
statements, as referred to in “Forward-Looking Statements.” These forward-looking statements are
subject to a number of risks, uncertainties and assumptions, including those described in “Risk
Factors.” We

undertake no obligation to update publicly any forward-looking statements for any reason after
the date of this document to conform these statements to actual results or to changes in our
expectations.

New Risk Factor under “Risks Related to Our Business” on page 19

     Our actual operating results may differ significantly from our preliminary estimated results.

     In this document under the caption “—Preliminary Unaudited Selected Financial and Other Data
for the First Quarter of 2012,” we present certain preliminary unaudited financial data for the
fiscal quarter ended December 31, 2011. This preliminary financial data consists of estimates
derived from our internal books and records and has been prepared solely by our management.
PricewaterhouseCoopers LLP has not audited, reviewed, compiled or performed any procedures with
respect to this preliminary financial data, nor has PricewaterhouseCoopers LLP expressed any
opinion or any other form of assurance with respect thereto. Our preliminary results are subject
to change during the completion of our financial closing procedures, final adjustments and other
developments that may arise between now and the time the financial results for the first quarter
are finalized. Therefore, our actual results may differ materially from these estimates. Because
our financial closing procedures for the first quarter of 2012 are not yet complete, we have
provided a range for certain of the preliminary financial data included in this document. However,
it is possible that our final reported results may not be within the ranges we currently estimate,
and the difference may be material. In addition, our preliminary results for the first quarter are
not necessarily indicative of our operating results for any future quarter or our results for the
full fiscal year.

Additional Language in “Forward-Looking Statements “on page 33 (new language is underlined)

Forward-looking statements are made throughout this information statement. These forward-looking
statements are sometimes identified by the use of terms and phrases such as “believe,” “should,”
“expect,” “project,” “estimate,” “anticipate,” “intend,” “plan,” “will,” “can,” “may,” or similar
expressions elsewhere in this report. Our results of operations and financial condition may differ
materially from those in the forward-looking statements. Such statements are based on management’s
current views and assumptions, and involve risks and uncertainties that could affect expected
results. Those risks and uncertainties include but are not limited to the following:

    *  *   *

    •

    changes in weather conditions, natural disasters and other events beyond our control; and

    •

    business disruptions caused by information technology failures; and

    •

    other risks and uncertainties included under “Risk Factors” in this document.

You should not rely upon forward-looking statements as predictions of future events. Although
we believe that the expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee that the future results, levels of activity, performance or events and
circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, we
undertake no obligation to update publicly any forward-looking statements for any reason after the
date of this document to conform these statements to actual results or to changes in our
expectations.

CORRESP
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Correspondence Letter

 December 16, 2011

 VIA EDGAR

 U.S. Securities and Exchange Commission

100 F Street, NE

 Washington, D.C. 20549-4628

 Attention: H. Roger Schwall

     Assistant Director, Division of Corporation Finance

Re:
Post Holdings, Inc.

 Registration Statement on Form 10

 Filed September 26, 2011

 File No. 1-35305

 Dear Mr. Schwall:

 I am writing this letter on behalf of Post Holdings, Inc.
(the “Company”) in response to the comment letter of the Staff of the Commission dated December 8, 2011 regarding the above-referenced registration statement filed by the Company. We plan to file Pre-Effective Amendment No. 1 to
Registration Statement on Form 10 (the “Amendment”) in the coming weeks. As discussed with members of the Staff, we are providing this letter to address the Staff’s comments as promptly as possible and describe how we intend to revise
our disclosure in response thereto.

 This letter sets forth each comment of the Staff in the comment letter (numbered in
accordance with the comment letter) and, following each comment, sets forth the Company’s response.

 Registration Statement on Form
10-12B

 General

 1. We remind you of the need to provide missing information in the filing and to file all omitted exhibits, as we noted in prior comments 3 and 4 from our letter to you dated October 24, 2011. Ensure
that you allow sufficient time for the staff to review the materials once they are filed.

 Response: The Company
acknowledges the Staff’s comment and undertakes to file all exhibits, including any material contracts required to be filed pursuant to Item 601(b)(10) of Regulation S-K, once available.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 48

Critical Accounting Policies and Estimates, page 56

 Mr. H. Roger Schwall

 December 16, 2011

 Page 2

2. We note you intend to disclose in the amendment to your Form 10, the goodwill and indefinite lived intangible asset impairment
resulting from the impairment analysis performed as of September 30, 2011. Along with these disclosures, please also provide the following:

•

 Description of the methods and key assumptions used and how the key assumptions were determined;

•

 Discussion of the degree of uncertainty associated with the key assumptions. The discussion regarding uncertainty should provide specifics to the
extent possible; and

•

 Description of potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions.

 Response: The Company will revise its disclosures to address the Staff’s comment in
substantially the form attached as Exhibit A-2.

 Note 2 Summary of Significant Accounting Policies, page F-7

Cost of Sales, page F-10

3. We note your response to prior comment 14 which indicates that you make payments to customers for the costs of store circulars. Please
clarify how you analyzed such transactions under ASC 605-50-45-2 through 45-5. Also, refer to Example 3 in ASC 605-50-55-13 through 55-15.

 Response: The Company makes payments to certain customers (resellers) to promote our products in their stores through temporary price reductions (buydowns) and displaying our products in their
in-store circulars or advertisements along with other products. The customer generally receives the combination of a discount on the promoted product (on a per item basis) and a lump sum payment for including our product in their in-store circulars
and advertisements. The Company’s current policy is to record these transactions as a reduction in revenue. Based on 605-50-45-4, we believe that the discount portion of the transaction is properly recorded as a reduction in revenue, as the
discount represents a “buydown” to lower prices to our customer with the intent of lowering the price to the end consumer. However, the lump sum payment for advertising, which is less than $2 million annually (approximately .5% of our
total fiscal 2011 trade allowances), should be recorded as an expense per ASC 605-50-45-2, as the amount is separable and provides the Company with an identifiable benefit for which the fair value is reasonably estimable. We will adjust our policy
regarding lump sum payments for in store circulars and advertisements on a prospective basis to record the lump sum portion of the allowance as an expense.

 Note 10 Derivative Financial Instruments and Hedging, page F-15

 4. We note
from your response to prior comment 15 that you have not recognized derivative instruments in your statement of financial position as you were not legally party to any derivative instruments. However, we understand that you have recognized the
effects of settling the derivative instruments; and that you will continue to do so until the spin-off occurs. In other words, your accounting indicates that you are subject to the economic exposure or benefit of these instruments. If this is
correct, please tell us how this arrangement is being reflected in your statement of financial position. For derivative instruments entered into and held by Ralcorp on your behalf, it appears you would need to disclose the values of the derivative
assets and liabilities as of each balance sheet date.

 Mr. H. Roger Schwall

 December 16, 2011

 Page 3

Response: Ralcorp manages commodity price risks on an entity-wide basis through a centralized procurement function. Commodity
contracts (options, futures and swaps) are entered into by Ralcorp to hedge commodity usage across all of its business units, including Post. Ralcorp’s centralized procurement function assesses needs and risks across all of its businesses,
enters into derivative contracts with the intent to hedge the risk of future commodity fluctuations, and applies hedge accounting where appropriate. Each derivative contract generally covers multiple business units (and multiple reporting segments)
for a single commodity. For example, Ralcorp may enter into a single corn derivative contract that covers usage for its Branded Cereal Products segment, the Other Cereal Products segment, and possibly other segments, as Ralcorp typically has common
commodity needs across many of its plant locations.

 Because each commodity contract typically covers multiple plant (and
segment) locations and the legal owner of the contracts is Ralcorp, the derivative assets and liabilities are not recorded on the balance sheets of the individual business units. Accordingly, these derivative assets and liabilities have not been
allocated to Post’s carved out balance sheet. However, the income statement effects of Ralcorp’s derivative contracts are allocated from Ralcorp to the individual business units (including Post) via intercompany accounts (included in net
investment of Ralcorp in the separate financial statements for Post) when the commodity is received by the plant.

 Based on
the fact that Ralcorp’s commodity contracts are for the benefit of multiple plant locations (including non-Post related facilities) and that Ralcorp is the legal owner of the contracts, we believe it is most appropriate to exclude the
derivatives from Post’s stand alone balance sheet. However, we will revise our disclosure as outlined in Exhibit B-4 to provide the estimated fair value of derivative contracts which are held by Ralcorp for the benefit of Post (which was
approximately $10 million as of September 30, 2011). Also, please see our response to comment 5 below, which describes how we plan to address Post’s open derivative positions at separation.

5. Upon completion of the separation agreement with Ralcorp, please tell us and disclose how the derivative instruments entered into on
your behalf will be disposed. If the amounts will be conveyed to you, we expect these would need to be apparent in your historic financial statements or shown as an adjustment in your pro forma financial statements if you have a viable argument for
non-recognition in advance. If the instruments will be financially settled between you and Ralcorp, tell us the expected amount to be paid.

 Response: Ralcorp plans to settle all open commodity contract positions applicable to Post prior to completion of the spin-off from Ralcorp, and has no plan to convey derivative contracts to Post.
For derivative contracts closed but not yet distributed (i.e., awaiting commodity delivery to the plant), we intend to settle these gain/loss positions with Ralcorp at or after separation. Although we cannot currently determine the amount to be
paid, we estimate the amount of net loss applicable to Post was approximately $5.6 million as of September 30, 2011. We have not included a pro forma adjustment related to this amount because the effect would be insignificant.

In connection with the foregoing, the Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 Mr. H. Roger Schwall

 December 16, 2011

 Page 4

I appreciate your prompt review and look forward to hearing from you with respect to the foregoing responses. If you have any questions or
if you require any additional information with respect to these matters, please contact Tom Granneman via telephone at (314) 877-7730 or me via telephone at (314) 877-7125 or either of us via facsimile at (314) 877-7748.

Sincerely,

 /s/ Gregory A. Billhartz

 Gregory A. Billhartz

 Secretary

cc:
Mark Wojciechowski

 John
Cannarella

 Norman von Holtzendorff

 Timothy S. Levenberg

         U.S.
Securities and Exchange Commission

 Thomas G. Granneman

 Exhibit A-2

 CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 We review long-lived assets,
including leasehold improvements, property and equipment, and amortized intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Long-lived
assets to be disposed of are reported at the lower of the carrying amount or fair value less the cost to sell.

 Trademarks
with indefinite lives are reviewed for impairment during the fourth quarter of each fiscal year following the annual forecasting process, or more frequently if facts and circumstances indicate the trademark may be impaired. The trademark impairment
tests require us to estimate the fair value of the trademark and compare it to its carrying value. The estimated fair value is determined using an income-based approach (the relief-from-royalty method), which requires significant assumptions for
each brand, including estimates regarding future revenue growth, discount rates, and appropriate royalty rates. In our recent tests, we assumed discount rates of 9% and royalty rates ranging from 0% to 8% based on consideration of several factors
for each brand, including profit levels, research of external royalty rates by third party experts, and the relative importance of each brand to the Company. Revenue growth assumptions are based on historical trends and management’s
expectations for future growth by brand. The discount rate is based on industry market data of similar companies, and includes factors such as the weighted average cost of capital, internal rate of return, and weighted average return on assets. The
failure in the future to achieve revenue growth rates, an increase in the discount rate, or a significant change in the trademark profitability and corresponding royalty rate assumed would likely result in the recognition of a trademark impairment
loss.

 In June 2011, a trademark impairment loss of $32.1 million was recognized related to the Post Shredded Wheat and
Grape-Nuts trademarks based on reassessments triggered by the announced separation of Post from Ralcorp. The trademark impairment was due to reductions in anticipated future sales as a result of competition, lack of consumer response to advertising
and promotions for these brands, and further reallocations of advertising and promotion expenditures to higher-return brands. These factors, particularly the lower than expected revenues during 2011 and further declines in market share, led us to
lower royalty rates for both the Shredded Wheat and Grape-Nuts brands as well as further reduce future sales growth rates, resulting in a partial impairment of both brands.

 Based upon a preliminary review of the Post business conducted by the newly appointed Post management team in October, sales declines in the fourth quarter and continuing into October, and weakness in the
branded ready-to-eat cereal category and the broader economy, management determined that additional strategic steps were needed to stabilize the business and the competitive position of its brands. The impact of these steps was a reduction of
expected net sales growth rates and profitability of certain brands in the near term. Consequently, an additional trademark impairment loss of $106.6 million was recognized in the quarter ended September 30, 2011, primarily related to the Honey
Bunches of Oats, Post Selects, and Post trademarks. Holding all other assumptions constant, if the discount rate had been one-quarter percentage point higher, if the sales growth rates for each period had been one-quarter percentage point lower, or
if the royalty rates had been one-quarter percentage point lower, the impairment of all indefinite-lived trademarks at September 30, 2011 would have been $22 million to $53 million higher. Excluding the five brands with related impairment
charges in September 2011, each of our other material indefinite-lived trademarks had estimated fair values which exceeded their carrying values by at least 10% with the exception of the Grape-Nuts trademark which had an estimated fair value
approximately equal to its carrying value.

 As noted above, assessing the fair value of our indefinite lived trademarks includes, among
other things, making key assumptions for estimating revenue growth rates and profitability (and corresponding royalty rates) by brand. These assumptions are subject to a high degree of judgment and complexity. We make every effort to estimate
revenue growth rates and profitability by brand as accurately as possible with the information available at the time the forecast is developed. However, changes in the assumptions and estimates may affect the estimated fair value of the individual
trademark, and could result in additional impairment charges in future periods. Factors that have the potential to create variances in the estimated fair value of each trademark include but are not limited to (i) fluctuations in forecasted
sales volumes, which can be driven by multiple external factors affecting demand, including macroeconomic factors, competitive dynamics in the ready-to-eat cereal category, changes in consumer preferences, and consumer responsiveness to our
promotional and advertising activities; (ii) product costs, particularly commodities such as wheat, corn, rice, sugar, nuts, oats, corrugated packaging and diesel, and other production costs which could negatively impact profitability and
corresponding royalty rate; and (iii) interest rate fluctuations and the overall impact of these changes on the appropriate discount rate.

 Goodwill represents the excess of the cost of acquired businesses over the fair market value of their identifiable net assets. In the fourth quarter of fiscal 2011, we early adopted ASU No. 2011-8
“Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment.” We conduct a goodwill impairment qualitative assessment during the fourth quarter of each fiscal year following the annual forecasting process, or more
frequent

December 8, 2011
 Mr. William P. Stiritz Chairman of the Board and Chief Executive Officer Post Holdings, Inc. 800 Market Street, Suite 2900 St. Louis, MO  63101
Re: Post Holdings, Inc.
 Registration Statement on Form 10-12B
Filed September 26, 2011 Response Letter Dated November 22, 2011 File No. 1-35305

Dear Mr. Stiritz:
 We have reviewed your response letter and have  the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Registration Statement on Form 10-12B

 General

 1. We remind you of the need to provide missing information in the f iling and to file all
omitted exhibits, as we noted in prior comments 3 and 4 from our letter to you dated October 24, 2011.  Ensure that you allow suffi cient time for the staff to review the
materials once they are filed.

Mr. William P Stiritz Post Holdings, Inc. December 8, 2011 Page 2

 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
48
 Critical Accounting Policies and Estimates, page 56

 2. We note you intend to disclose in the amendment to your Form 10, the goodwill and
indefinite lived intangible asset impairment resulting from the impairment analysis performed as of September 30, 2011.  Along with  these disclosures, please also provide
the following:
• Description of the methods and key assump tions used and how the key assumptions
were determined;
• Discussion of the degree of uncertainty associated with the key assumptions. The
discussion regarding uncertainty  should provide specifics to  the extent possible; and
• Description of potential events and/or cha nges in circumstances that could reasonably
be expected to negatively affect the key assumptions.
 Note 2 Summary of Significant Accounting Policies, page F-7

 Cost of Sales, page F-10

 3. We note your response to prior comment 14 wh ich indicates that you make payments to
customers for the costs of store circular s.  Please clarify how you analyzed such
transactions under ASC 605-50-45-2 through 45- 5.  Also, refer to Example 3 in ASC
605-50-55-13 through 55-15.

Note 10 Derivative Financial In struments and Hedging, page F-15

4. We note from your response to prior comment  15 that you have not recognized derivative
instruments in your statement of financial po sition as you were not legally party to any
derivative instruments.  However, we understa nd that you have recognized the effects of
settling the derivative instrume nts; and that you will continue to do so until the spin-off
occurs.  In other words, your accounting indi cates that you are subj ect to the economic
exposure or benefit of these instruments.  If this is correct, please tell us how this
arrangement is being reflected  in your statement of financ ial position.  For derivative
instruments entered into and held by Ralcor p on your behalf, it appe ars you would need
to disclose the values of the derivative assets  and liabilities as of each balance sheet date.

Mr. William P Stiritz Post Holdings, Inc. December 8, 2011 Page 3

 5. Upon completion of the separation agreement w ith Ralcorp, please tell us and disclose
how the derivative instru ments entered into on your behalf  will be disposed.   If the
amounts will be conveyed to you, we expect th ese would need to be apparent in your
historic financial statements or shown as an adjustment in your pro forma financial
statements if you have a viable argument for non-recognition in advance.  If the
instruments will be financially settled between you and Ralcorp, tell us the expected amount to be paid.
 Closing Comments

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Mark Wojciechowski at (202) 551-3759 or John Ca nnarella at (202)
551-3337 if you have questions regarding comments  on the financial statements and related
matters.  Please contact Norman von Holtzendorff at (202) 551-3237 or, in his absence, Timothy
S. Levenberg, Special Counsel, at (2 02) 551-3707 with any other questions.

Sincerely,
   /s/H. Roger Schwall   H. Roger Schwall
Assistant Director

CORRESP
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corresp

November 22, 2011

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-4628

    Attention:

    H. Roger Schwall

Assistant Director, Division of Corporation Finance

    Re:

     Post Holdings, Inc.
Registration Statement on Form 10
Filed September 26, 2011
File No. 1-35305

Dear Mr. Schwall:

     I am writing this letter on behalf of Post Holdings, Inc. (the “Company”) in response to the
comment letter of the Staff of the Commission dated October 24, 2011 regarding the above-referenced
registration statement filed by the Company. We plan to file Pre-Effective Amendment No. 1 to
Registration Statement on Form 10 (the “Amendment”) in the coming weeks. As discussed with the
members of Staff, we are providing this letter to address the Staff’s comments as promptly as
possible and describe how we intend to revise our disclosure in response thereto. Note that,
although some of our responses refer to financial results for the period ended, and as of, June
30, 2011, financial statements for the fiscal year ended September 30, 2011 are expected to be
available at the time the Amendment will be filed, and the financial
information included in the registration statement would be updated accordingly.

     This letter sets forth each comment of the Staff in the comment letter (numbered in accordance
with the comment letter) and, following each comment, sets forth the Company’s response.

Registration Statement on Form 10-12B

General

     1. References in this letter to your document or filing include the Form 10 or the information
statement filed as exhibit 99.1, as appropriate. Page references and captions are to the
information statement, unless the context requires otherwise.

     Response: The Company acknowledges the Staff’s comment.

     2. You will expedite the review process if you address each portion of every numbered comment
that appears in this letter. Provide complete responses and, where disclosure has changed,
indicate precisely where in the marked version of the amendment we will find your responsive
changes. Similarly, to minimize the likelihood that we will reissue comments, please make
corresponding changes where applicable throughout your document. For example, we might comment on
one section or example in the document, but our silence on similar or related disclosure elsewhere
does not relieve you of the need to make similar revisions elsewhere as appropriate. If parallel

Mr. H. Roger Schwall

November 22, 2011

Page 2

information appears at more than one place in the document, provide in your response letter
page references to all responsive disclosure.

     Response: The Company acknowledges the Staff’s comment.

     3. Please file all omitted exhibits and provide other omitted disclosure. Once you file all
the omitted items, including any material contracts required to be filed pursuant to Item
601(b)(10) of Regulation S-K, we may have additional comments. Ensure that you allow sufficient
time for your response to our review in each case.

     Response: The Company acknowledges the Staff’s comment and undertakes to file all
exhibits, including any material contracts required to be filed pursuant to Item 601(b)(10) of
Regulation S-K, once available.

     4. We may have additional comments once you provide updated disclosure. Please update
generally, and in particular, provide current information regarding the following items once known
or available:

    •

    The omitted phone numbers for the Investor Relations units listed on page ix;

    •

    The receipt and contents of the requested IRS letter ruling;

    •

    The particular terms, conditions, and covenants set forth in the new credit
facilities and indenture (see page 3);

    •

    The identities and pertinent biographical information of those who will serve as
your directors or executive officers post-separation (page 68); and

    •

    A summary of the conflict of interest policy you adopt (page 80).

     Response: The Company acknowledges the Staff’s comment and undertakes to provide the
necessary disclosure once known or available.

     5. Please provide us with supplemental, highlighted copies of the third party sources or
reports upon which you refer for your statistical assertions which appear throughout the document.
Advise us whether these statistics are publicly available or were only available for a fee. In
that regard, please revise the disclosure under “Industry and Market Data” at page iv to eliminate
any suggestion that the disclosure which appears in your filings is unreliable or may be
inaccurate, and revise to clarify that you are responsible for the accuracy of all such disclosure.

     Response: The Company is separately transmitting, pursuant to Rule 418(b) of the
Securities Act of 1933, highlighted paper copies of the third party sources used to support certain
statistical assertions contained in the above-referenced registration statement. Such supplemental
information is not to be filed with or deemed a part of the registration statement, and the Company
is requesting that the supplemental information be returned to the undersigned promptly following
completion of the Staff’s review of the supplemental information. The supplemental information is
available from Nielsen for a nominal subscription fee, and was not prepared
exclusively for the Company. The Company will revise its disclosure under “Industry and
Market Data” in substantially the form attached as Exhibit A-5.

Risk Factors, page 10

Mr. H. Roger Schwall

November 22, 2011

Page 3

     6. Please revise to eliminate text which mitigates the risks you present, such as some clauses
which precede or follow “Although,” “While,” or “However.” Also revise to state the risks plainly
and directly, rather than indicating that there can be “no assurance” of a particular outcome.

     Response: The Company will revise its disclosure to address the Staff’s comment in
substantially the form attached as Exhibit B-6.

Commodity price volatility and high energy costs could negatively, page 11

     7. Please confirm to us that you intended to refer to your hedging program for heating oil
relating to diesel fuel prices, and revise as necessary to explain briefly the reference.

     Response: The Company has determined that heating oil
 serves as an effective
hedging vehicle for diesel fuel prices. The commodity price volatility and higher energy cost
risk factor disclosure will be revised in substantially the form attached as Exhibit C-7.

Following the separation, we will have substantial debt and high leverage, which could
adversely affect our business, page 14

     8. We note your statement that “we will significantly increase the amount of leverage in our
business.” If possible, please provide quantitative disclosure to clarify how much your leverage
is anticipated to increase.

  Response: As will be described in the Amendment under “Description of Financing
Transactions and Material Indebtedness,” in connection with the separation, the Company now expects
to incur approximately $900 million of new indebtedness for which it will not receive any cash
proceeds. The Company will clarify its disclosure in the risk factors section in response to the
Staff’s comment in substantially the form attached as
Exhibit D-8. The Company will also make adjustments to the
remainder of the document to reflect this change from the
Company’s original assumptions.

The Separation, page 23

     9. Please revise your disclosure to explain briefly how the financial terms of the separation
were determined, including but not limited to the financing arrangements.

     Response: The Company will revise its disclosure to address the Staff’s comment in
substantially the form attached as Exhibit E-9.

Unaudited Pro Forma Condensed Combined Balance Sheet, page 45

     10. Generally, pro forma adjustments should be presented gross on the face of the pro forma
statement. Alternatively, components of the adjustments should be broken out in sufficient detail
in the notes to the pro forma statements. As such, please revise your presentation to reflect the
cash inflows from the issuances of debt and the cash outflows from the repayment of long-term
intercompany debt as well as the cash distribution to Ralcorp.

     Response: The Company will revise its disclosure to address the Staff’s comment in
substantially the form attached as Exhibit F-10.

Management’s Discussion and Analysis, page 48

Mr. H. Roger Schwall

November 22, 2011

Page 4

     11. Please revise to discuss in necessary detail any material known trends which are expected
to continue. Refer generally to Item 303(a)(1) through 303(a)(4) and Item 303(b) of Regulation
S-K.

     Response: The Company acknowledges the staff’s comments. Primary trends affecting
the Company are:

    1.

    The Company competes in a mature category with strong
competition. In recent years, sales volume in the
category has not grown, and in some periods has declined, which has intensified this
competition.

    2.

    The Company has been subject to inflationary pressures through higher raw material and fuel
costs.

     We will add the following
discussion under Net Sales: “The Company’s net sales have been
impacted by significant competition within the ready to eat cereal category. In recent years, the
category has not grown, and in some periods has declined, which has tended to intensify this
competition. We expect that this trend will continue in the future.”

     Regarding the inflation trend, it is our opinion that this is adequately disclosed under the
Inflation heading within Management’s Discussion and Analysis of Financial Condition and Results of
Operations.

Liquidity and Capital Resources, page 53

     12. Please expand your discussion of liquidity and capital resources to identify and discuss
factors relevant to providing an understanding of the company’s future liquidity and capital
resources, particularly in relation to your pending financing arrangements and cash distribution to
Ralcorp. Your discussion should include your expectations regarding your liquidity, debt levels
and servicing abilities, sources and uses of cash, future costs of capital, expected availability
of capital, and ability to generate cash and to meet existing and known or reasonably likely future
cash requirements. Please refer to FRC 501.03 and FRC 501.13.

     Response: The Company will revise its disclosure to address the Staff’s comment in
substantially the form attached as Exhibit G-12.

     Critical Accounting Policies and Estimates, page 56

     13. We note from the disclosure regarding your goodwill impairment analysis on page 57 that
you assumed future revenue growth rates ranging from two to three percent, with a long term growth
rate of three percent. We further note your statement that such assumptions were based on actual
trends observed in the first nine months of fiscal 2011. Please tell us why you believe your
assumptions regarding future revenue growth rates are appropriate given the recent net sales
declines from fiscal 2009 to 2010, and for the nine months ended June 30, 2010 compared to the nine
months ended June 30, 2011, discussed on page 49.

     Response: The Company acknowledges the Staff’s comment and will revise the disclosure
as further discussed below.

     Although the Staff comment that net sales declined from fiscal 2009 to fiscal 2010 and
for the nine months ended June 30, 2010 compared to the nine months ended June 30, 2011 is
accurate, the sales trend we were referring to was a sequential quarterly improvement in net sales.
First quarter fiscal 2011 net sales declined 10% compared to the same period in the prior year and
second quarter net sales declined 2% compared to the prior year second quarter. Third quarter net
sales for fiscal 2011 actually increased 1% compared to fiscal 2010. This is the trend to which we
were referring.

Mr. H. Roger Schwall

November 22, 2011

Page 5

     Regarding the appropriateness of our future sales assumptions, Ralcorp undertook a full
business review of the Post segment in May of 2011. The purpose of this review was to evaluate
potential strategic alternatives for Ralcorp’s ownership of Post including potential joint
ventures, obtaining equity partners, outright sale of the business or a spin off to Ralcorp
shareholders. Ralcorp was assisted in this review by its investment advisors. The business
assumptions developed by Post management were thoroughly reviewed by Ralcorp management and the
Board of Directors and culminated in a meeting on July 12, 2011 where the Board of Directors of
Ralcorp agreed in principle to separate Ralcorp and Post Foods in a tax-free spin-off to Ralcorp
shareholders. These future assumptions for Post were the primary basis for our goodwill impairment
test as of June 30, 2011. The fiscal 2012 budget and three year business plan of Post were
reviewed and approved by Ralcorp’s Board of Directors at its meeting on September 22, 2011. These
future assumptions for Post did not vary materially from the July 2011 assumptions discussed above
and were expected to form the basis for Post’s goodwill impairment test as of September 30, 2011
(see further discussion below).

     It is the opinion of Ralcorp management that the future revenue growth rate assumptions used
in the goodwill impairment analysis conducted as of June 30, 2011, were reasonable and appropriate.
Factors entering into this opinion include the aforementioned sequential improvement in net sales,
the early success of new products introduced during fiscal 2012 (particularly Honey Bunches of Oats
Raisin Medley and Pebbles Treats), the successful reintroduction of Great Grains brand in April
2011 and plans for Great Grains future line extensions, current pricing actions (pricing increase on the
largest brand was taken in June) as well as  pricing actions
planned for fiscal 2012 in response to significantly higher raw material costs which have impacted our industry on an overall basis.
In addition, Post had
developed a robust pipeline of innovative new products to be introduced in fiscal 2012 and
thereafter. These new products included traditional ready-to-eat line extensions using new flavor
and product technologies as well as planned introduction of Post branded products into adjacent
categories (i.e. hot cereals, breakfast and nutritional bars, licensed products with health
benefits, etc.).

     On September 26, 2011, Post filed its Form 10 and concurrently announced that W. P. Stiritz,
the Chairman of the Board of Ralcorp Holdings, Inc., was appointed as the Chief Executive Officer
of Post and James Holbrook was appointed as Executive Vice President, Marketing of Post, effective
October 3, 2011. On October 13, 2011, Ralcorp announced the appointment of Robert Vitale as Chief
Financial Officer of Post.
Both Mr. Holbrook and Mr. Vitale had no previous affiliations with Ralcorp or Post.
Shortly after its appointment, the new Post management team conducted a
preliminary review of the Post cereals business. The analysis undertaken during this review,
considered the unanticipated adverse trends in sales in October 2011 and general weakness in the
ready-to-eat cereal category,
neither of which were apparent at the time the June 30, 2011 goodwill impairment assessment was performed.
During late September and October, Ralcorp also made the decision to
replace several senior managers at Post (including the President, the Vice President of Marketing
and the Vice President of Innovation and R & D Strategy). Upon completion of the strategic review
on October 31, 2011, the new Post management team concluded that Post’s long-term strategy needed
to be revised and revenue growth assumptions should be lowered. The new business plan for Post
developed by the new Post management team was discussed with the Ralc

October 24, 2011
 Mr. William P. Stiritz Chairman of the Board and Chief Executive Officer Post Holdings, Inc. 800 Market Street, Suite 2900 St. Louis, MO  63101
Re: Post Holdings, Inc.
 Registration Statement on Form 10-12B
Filed September 26, 2011 File No. 1-35305

Dear Mr. Stiritz:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Registration Statement on Form 10-12B

 General

 1. References in this letter to your docum ent or filing include the Form 10 or the
information statement filed as exhibit 99.1, as appropriate. Page refe rences and captions
are to the information statement, unless the context requires otherwise.
2. You will expedite the review  process if you address each portion of every numbered
comment that appears in this letter.  Provide complete re sponses and, where disclosure
has changed, indicate precisely where in the marked version of the amendment we will find your responsive changes.  Similarly, to minimize the likelihood that we will reissue
comments, please make corresponding cha nges where applicable throughout your
document.  For example, we might comment on one section or example in the document,
but our silence on similar or re lated disclosure elsewhere doe s not relieve you of the need
to make similar revisions else where as appropriate.  If pa rallel information appears at

Mr. William P Stiritz Post Holdings, Inc. October 24, 2011 Page 2

 more than one place in the document, provide in your response letter page references to
all responsive disclosure.
 3. Please file all omitted exhibits and provide ot her omitted disclosure.  Once you file all the
omitted items, including any material contra cts required to be filed pursuant to Item
601(b)(10) of Regulation S-K, we may have additional comments.  Ensure that you allow
sufficient time for your response to  our review in each case.

4. We may have additional comments once you pr ovide updated disclosure.  Please update
generally, and in particular, provide current information regarding the following items
once known or available:
 The omitted phone numbers for the Investor  Relations units li sted on page ix;
 The receipt and conten ts of the requested IRS letter ruling;
 The particular terms, c onditions, and covenants set forth in the new credit
facilities and indenture (see page 3);
 The identities and pertinent biographical information of those who will serve as
your directors or executive officer s post-separatio n (page 68); and
 A summary of the conflict of in terest policy you adopt (page 80).

5. Please provide us with supplemental, highlight ed copies of the third party sources or
reports upon which you refer for your statisti cal assertions which appear throughout the
document.  Advise us whether these statis tics are publicly available or were only
available for a fee.  In that regard, pleas e revise the disclosure under “Industry and
Market Data” at page iv to eliminate any s uggestion that the disclosure which appears in
your filings is unreliable or may be inaccura te, and revise to clarify that you are
responsible for the accuracy of all such disclosure.
 Risk Factors, page 10

 6. Please revise to eliminate text which mitigates  the risks you present, such as some clauses
which precede or follow “Although,” “While,” or  “However.”  Also revise to state the
risks plainly and directly, rather than indi cating that there can be “no assurance” of a
particular outcome.
 Commodity price volatility and high en ergy costs could ne gatively, page 11

 7. Please confirm to us that you intended to re fer to your hedging program for heating oil
relating to diesel fuel prices, and revise as  necessary to explain briefly the reference.

Mr. William P Stiritz Post Holdings, Inc. October 24, 2011 Page 3

 Following the separation, we will have substantial debt and high leverage, which could adversely
affect our business, page 14
 8. We note your statement that “we will significantl y increase the amount of leverage in our
business.”  If possible, please provide quantitative disclosure  to clarify how much your
leverage is anticipated to increase.
 The Separation, page 23

 9. Please revise your disclosure to explain brie fly how the financial terms of the separation
were determined, including but not lim ited to the financing arrangements.
 Unaudited Pro Forma Condensed Combined Balance Sheet, page 45

10. Generally, pro forma adjustments should be pr esented gross on the f ace of the pro forma
statement. Alternatively, co mponents of the adjustments should be broken out in
sufficient detail in the notes to the pro fo rma statements.  As such, please revise your
presentation to reflect the cash inflows from the issuances of debt and the cash outflows
from the repayment of long-term intercompany debt as well as the cash distribution to
Ralcorp.
Management’s Discussion and Analysis, page 48
11. Please revise to discuss in necessary detail any material known trends which are expected
to continue.  Refer generally to Item 303(a)(1) through 303(a)(4) and Item 303(b) of
Regulation S-K.
Liquidity and Capital Resources, page 53

 12. Please expand your discussion of liquidity and capital resour ces to identify and discuss
factors relevant to providing an understandi ng of the company's future liquidity and
capital resources, particularly in relation to your pending financing arrangements and
cash distribution to Ralcorp. Your discussion should include your e xpectations regarding
your liquidity, debt levels and servicing abilities , sources and uses of cash, future costs of
capital, expected availability of capital, and ability to generate cash and to meet existing
and known or reasonably likely future cash requirements. Please refer to FRC 501.03 and
FRC 501.13.
Critical Accounting Policies and Estimates, page 56

13. We note from the disclosure regarding your goodwill impairment analysis on page 57
that you assumed future revenue growth rates ranging from two to three percent, with a
long term growth rate of three percent.  We further note your statement that such
assumptions were based on actual trends observe d in the first nine months of fiscal 2011.

Mr. William P Stiritz Post Holdings, Inc. October 24, 2011 Page 4

 Please tell us why you believe your assumptions regarding fu ture revenue growth rates
are appropriate given the recent net sales declines from fiscal 2009 to 2010, and for the nine months ended June 30, 2010 compared to the nine months ended June 30, 2011,
discussed on page 49.
 Note 2 Summary of Significant Accounting Policies, page F-7

Revenues, page F-10

Cost of Sales, page F-10

14. If you pay slotting fees, engage in coope rative advertising programs, have buydown
programs, or make other payments to rese llers, please disclose your accounting policy
separately for each of these types of arrang ements, including the statement of earnings
line item that each type of arrangement is incl uded in.  For each expense line item that
includes these types of arrangements, please di sclose the related amounts included in that
line item.  For each type of a rrangement treated as an expense rather than as a reduction
of revenues, please tell us how  this type of arrangement meets the requirements in ASC
605-50.  Please also discuss in MD&A any significant estimates resulting from these
arrangements and consider discussing thes e arrangements in your critical accounting
policies section of the filing as well.

Note 10 Derivative Financial In struments and Hedging, page F-15

15. We note your disclosure that the fair value of derivativ e instruments has not been
reflected in your balance sheet.  Please clar ify how this policy is consistent with ASC
815-10-25-1.  In addition, please provide the disclosures required by ASC 815-10-50.

Note 13 Commitments and Contingencies, page F-16
 Legal Proceedings, page F-16

16. We note from your disclosure that “Pos t’s liability, if any, from pending legal
proceedings cannot be determined with cer tainty…”  Please note that ASC 450 does not
require estimation with precision or certainty.  If there is at  least a reasonable possibility
that a loss exceeding amounts already recognize d may have been incurred, please either
disclose an estimate (or, if true, state that th e estimate is immaterial  in lieu of providing
quantified amounts) of the additional loss or rang e of loss, or state that such an estimate
cannot be made. Please refer to ASC 450-20-50.    If you conclude that you cannot estimate the reasonably possible addi tional loss or range
of loss, please supplementally: (1) expl ain to us the procedures you undertake on a
quarterly basis to attempt to develop a range  of reasonably possibl e loss for disclosure,
and (2) for each material matter, what specif ic factors are causing the inability to estimate

Mr. William P Stiritz Post Holdings, Inc. October 24, 2011 Page 5

 and when you expect those fact ors to be alleviated. We r ecognize that there are a number
of uncertainties and po tential outcomes associated with loss contingencies. Nonetheless,
an effort should be made to develop estim ates for purposes of disclosure, including
determining which of the potential outcom es are reasonably possible and what the
reasonably possible range of losse s would be for those outcomes.

Please include any proposed disc losures in your response.

Note 17 Information about Geographic Ar eas and Major Customers, page F-25

17. We note your disclosure on page 63 indicat ing three distinct types of products;
sweetened, balanced, and uns weetened.  Please disclose revenues from external
customers for each product as required by ASC 280-10-50-40.
 Closing Comments

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Mr. William P Stiritz Post Holdings, Inc. October 24, 2011 Page 6

 You may contact Mark Wojciechowski at (202) 551-3759 or John Ca nnarella at (202)
551-3337 if you have questions regarding comments  on the financial statements and related
matters.  Please contact Norman von Holtzendorff at (202) 551-3237 or, in his absence, Timothy
S. Levenberg, Special Counsel, at (2 02) 551-3707 with any other questions.

Sincerely,
   /s/ Brad Skinner for   H. Roger Schwall
Assistant Director