Table of Contents Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☐ Emerging growth company ☒ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________ FORM 10-Q __________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition p ...

[PART I. FINANCIAL INFORMATION.](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION.) This part presents the unaudited condensed consolidated financial statements and management's discussion and analysis, along with market risk disclosures and controls [Item 1. Financial Statements (Unaudited).](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited).) This section provides unaudited condensed consolidated financial statements and detailed notes on accounting policies and financial instruments [Condensed Consolidated Statements of Operations (Unaudited).](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20(Unaudited).) This statement presents the company's revenues, expenses, and net earnings for the specified period Condensed Consolidated Statements of Operations (Three Months Ended December 31) | Metric | 2020 (in millions) | 2019 (in millions) | Change ($ in millions) | Change (%) | | :------------------------------------ | :----------------- | :----------------- | :--------- | :--------- | | Net Sales | $282.4 | $244.0 | $38.4 | 16% | | Gross Profit | $91.9 | $91.3 | $0.6 | 1% | | Operating Profit | $47.8 | $49.3 | $(1.5) | (3)% | | Interest expense, net | $12.8 | $11.6 | $(1.2) | (10)% | | Income tax expense | $2.1 | $5.9 | $3.8 | 64% | | Net Earnings Available to Class A Common Stockholders | $7.8 | $6.0 | $1.8 | 30% | | Basic EPS | $0.20 | $0.15 | $0.05 | 33% | | Diluted EPS | $0.20 | $0.15 | $0.05 | 33% | [Condensed Consolidated Statements of Comprehensive Income (Unaudited).](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20(Unaudited).) This statement details the company's total comprehensive income, including net earnings and other comprehensive income components Condensed Consolidated Statements of Comprehensive Income (Three Months Ended December 31) | Metric | 2020 (in millions) | 2019 (in millions) | | :---------------------------------------------------- | :----------------- | :----------------- | | Net Earnings Including Redeemable Noncontrolling Interest | $32.9 | $31.8 | | Total Other Comprehensive Income Including Redeemable Noncontrolling Interest | $1.4 | $1.1 | | Total Comprehensive Income Available to Class A Common Stockholders | $8.2 | $6.6 | [Condensed Consolidated Balance Sheets (Unaudited).](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20(Unaudited).) This statement provides a snapshot of the company's assets, liabilities, and equity at specific points in time Condensed Consolidated Balance Sheets (as of) | Metric | December 31, 2020 (in millions) | September 30, 2020 (in millions) | | :------------------------------------ | :------------------------------ | :------------------------------- | | Total Current Assets | **$324.6** | $290.2 | | Total Assets | **$680.8** | $653.5 | | Total Current Liabilities | **$138.3** | $153.1 | | Total Liabilities | **$810.9** | $814.5 | | Redeemable noncontrolling interest | **$2,369.6** | $2,021.6 | | Total Stockholders' Equity | **$(2,499.7)** | $(2,182.6) | [Condensed Consolidated Statements of Cash Flows (Unaudited).](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20(Unaudited).) This statement summarizes the cash inflows and outflows from operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows (Three Months Ended December 31) | Activity | 2020 (in millions) | 2019 (in millions) | | :------------------------------------ | :----------------- | :----------------- | | Net Cash Provided by (Used in) Operating Activities | **$23.3** | $(24.9) | | Net Cash Used in Investing Activities | **$0.0** | $(0.7) | | Net Cash (Used in) Provided by Financing Activities | **$(22.0)** | $49.9 | | Net Increase in Cash and Cash Equivalents | **$2.1** | $24.4 | | Cash and Cash Equivalents, End of Period | **$50.8** | $29.9 | [Condensed Consolidated Statements of Stockholders' Equity (Unaudited).](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity%20(Unaudited).) This statement outlines changes in the company's stockholders' equity over the reporting period Condensed Consolidated Statements of Stockholders' Equity (as of and for the Three Months Ended December 31) | Metric | December 31, 2020 (in millions) | December 31, 2019 (in millions) | | :------------------------------------ | :------------------------------ | :------------------------------- | | Common Stock (End of period) | **$0.4** | $0.4 | | Accumulated Deficit (End of period) | **$(2,496.5)** | $(2,276.9) | | Total Stockholders' Equity (End of period) | **$(2,499.7)** | $(2,278.2) | [Notes to Condensed Consolidated Financial Statements (Unaudited).](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited).) These notes provide essential context and detailed explanations for the condensed consolidated financial statements [Note 1 - Background and Basis of Presentation](index=9&type=section&id=Note%201%20-%20Background%20and%20Basis%20of%20Presentation) This note describes the company's business, corporate structure, and the basis for financial statement presentation - BellRing Brands, Inc. is a consumer products holding company in the global convenient nutrition category, primarily offering RTD protein shakes, other RTD beverages, powders, nutrition bars, and nutritional supplements under brands like Premier Protein and Dymatize[28](index=28&type=chunk)[78](index=78&type=chunk) - The company completed its IPO on October 21, 2019, contributing net proceeds to BellRing Brands, LLC in exchange for membership units; BellRing Inc. controls BellRing LLC, while Post Holdings, Inc. controls BellRing Inc. through Class B common stock[28](index=28&type=chunk)[80](index=80&type=chunk) - As of December 31, 2020, Post held **71.2%** of the economic interest in BellRing LLC, and BellRing Inc. indirectly held **28.8%** of the economic interest in BellRing LLC[28](index=28&type=chunk)[80](index=80&type=chunk) [Note 2 - Recently Issued and Adopted Accounting Standards](index=10&type=section&id=Note%202%20-%20Recently%20Issued%20and%20Adopted%20Accounting%20Standards) This note discusses the impact and evaluation of recently issued and adopted accounting standards on the company's financials - The company is evaluating the impact of ASU 2020-04 (Reference Rate Reform) on its debt and hedging relationships[33](index=33&type=chunk) - The adoption of ASU 2016-13 (Credit Losses) on October 1, 2020, did not have a material impact on the company's consolidated financial statements[34](index=34&type=chunk) [Note 3 - Revenue](index=10&type=section&id=Note%203%20-%20Revenue) This note provides a detailed breakdown of the company's net sales by product category Net Sales by Product (Three Months Ended December 31) | Product Category | 2020 (in millions) | 2019 (in millions) | | :----------------------- | :----------------- | :----------------- | | Shakes and other beverages | **$234.2** | $199.8 | | Powders | **$35.4** | $29.0 | | Nutrition bars | **$11.6** | $13.9 | | Other | **$1.2** | $1.3 | | **Total Net Sales** | **$282.4** | **$244.0** | [Note 4 - Restructuring](index=10&type=section&id=Note%204%20-%20Restructuring) This note outlines the company's restructuring plan, associated charges, and liabilities - In October 2020, the company announced a plan to strategically realign its business, involving the closing of its Dallas, Texas office and downsizing of its Munich, Germany location, expected to be completed by the end of fiscal 2021[36](index=36&type=chunk)[82](index=82&type=chunk) Restructuring Charges and Liabilities (as of December 31, 2020) | Metric | Amount (in millions) | | :------------------------------------ | :------------------- | | Balance, September 30, 2020 | **$0.0** | | Charge to expense | **$4.5** | | Cash payments | **$(0.4)** | | Balance, December 31, 2020 | **$4.1** | | Total expected restructuring charges | **$4.7** | | Cumulative restructuring charges incurred to date | **$4.5** | | Remaining expected restructuring charges | **$0.2** | [Note 5 - Related Party Transactions](index=11&type=section&id=Note%205%20-%20Related%20Party%20Transactions) This note details transactions and agreements between the company and Post Holdings, Inc - The company utilizes various functions and services from Post Holdings, Inc. under a master services agreement (MSA), incurring **$0.6 million** in MSA fees and **$0.8 million** in stock-based compensation expense for the three months ended December 31, 2020[41](index=41&type=chunk) - BellRing LLC paid **$3.2 million** to Post for quarterly tax distributions and **$0.4 million** for state corporate tax withholdings during the three months ended December 31, 2020[41](index=41&type=chunk) - The company has a tax receivable agreement with Post, requiring payment of **85%** of certain cash tax savings; amounts payable related to this agreement were **$10.9 million** at December 31, 2020[41](index=41&type=chunk) [Note 6 - Redeemable Noncontrolling Interest](index=12&type=section&id=Note%206%20-%20Redeemable%20Noncontrolling%20Interest) This note explains the nature and changes in the redeemable noncontrolling interest held by Post Holdings - Post Holdings held **97.5 million** BellRing LLC units, representing **71.2%** economic interest, classified as redeemable noncontrolling interest (NCI) due to Post's option to redeem units for Class A Common Stock or cash[43](index=43&type=chunk) - The carrying amount of NCI was recorded at its redemption value of **$2,369.6 million** as of December 31, 2020, up from **$2,021.6 million** at September 30, 2020[43](index=43&type=chunk) Changes to Redeemable Noncontrolling Interest (Three Months Ended December 31) | Metric | 2020 (in millions) | 2019 (in millions) | | :------------------------------------ | :----------------- | :----------------- | | Beginning of period | **$2,021.6** | $0.0 | | Net earnings attributable to NCI after IPO | **$25.1** | $20.3 | | Redemption value adjustment to NCI | **$321.9** | $689.8 | | End of period | **$2,369.6** | $2,075.2 | [Note 7 - Income Taxes](index=12&type=section&id=Note%207%20-%20Income%20Taxes) This note provides details on the company's effective income tax rate and its contributing factors Effective Income Tax Rate (Three Months Ended December 31) | Period | Effective Income Tax Rate | | :------------------------------------ | :------------------------ | | December 31, 2020 | **6.0%** | | December 31, 2019 | **15.6%** | - The decrease in the effective income tax rate was primarily due to the company taking into account its **28.8%** distributive share of BellRing LLC's income, gain, loss, and deduction items post-IPO, compared to reporting **100%** prior to the IPO[48](index=48&type=chunk) [Note 8 - Earnings Per Share](index=13&type=section&id=Note%208%20-%20Earnings%20Per%20Share) This note presents the calculation of basic and diluted earnings per share for Class A Common Stock Basic and Diluted Earnings Per Share (Three Months Ended December 31) | Metric | 2020 | 2019 | | :---------------------------------------------------- | :----- | :----- | | Net earnings available to Class A Common Stockholders for basic earnings per share (in millions) | **$7.8** | $6.0 | | Weighted average shares for basic earnings per share (in millions) | **39.5** | 39.4 | | Basic earnings per share of Class A Common Stock | **$0.20** | $0.15 | | Diluted earnings per share of Class A Common Stock | **$0.20** | $0.15 | [Note 9 - Inventories](index=13&type=section&id=Note%209%20-%20Inventories) This note provides a breakdown of the company's inventory components, including raw materials and finished products Inventories (as of) | Category | December 31, 2020 (in millions) | September 30, 2020 (in millions) | | :----------------------- | :------------------------------ | :------------------------------- | | Raw materials and supplies | **$26.2** | $33.7 | | Work in process | **$0.1** | $0.1 | | Finished products | **$110.1** | $116.7 | | **Total Inventories** | **$136.4** | **$150.5** | [Note 10 - Property, Net](index=13&type=section&id=Note%2010%20-%20Property,%20Net) This note details the company's property, plant, and equipment, net of accumulated depreciation Property, Net (as of) | Category | December 31, 2020 (in millions) | September 30, 2020 (in millions) | | :----------------------- | :------------------------------ | :------------------------------- | | Property, at cost | **$21.7** | $22.6 | | Accumulated depreciation | **$(12.0)** | $(12.4) | | **Property, net** | **$9.7** | **$10.2** | [Note 11 - Goodwill](index=14&type=section&id=Note%2011%20-%20Goodwill) This note presents the company's goodwill balance, including accumulated impairment losses Goodwill (as of December 31, 2020 and September 30, 2020) | Category | Amount (in millions) | | :-------------------------- | :------------------- | | Goodwill, gross | **$180.7** | | Accumulated impairment losses | **$(114.8)** | | **Goodwill** | **$65.9** | [Note 12 - Intangible Assets, Net](index=14&type=section&id=Note%2012%20-%20Intangible%20Assets,%20Net) This note provides a breakdown of the company's intangible assets, net of amortization Intangible Assets, Net (as of) | Category | December 31, 2020 (Net Amount, in millions) | September 30, 2020 (Net Amount, in millions) | | :-------------------------- | :---------------------------------------- | :----------------------------------------- | | Customer relationships | **$129.4** | $132.5 | | Trademarks and brands | **$139.0** | $141.8 | | Other intangible assets | **$0.0** | $0.0 | | **Intangible assets, net** | **$268.4** | **$274.3** | - The company finalized its plan to discontinue the Supreme Protein brand, updating the useful lives of associated customer relationships (**$18.7 million**) and trademarks (**$11.8 million**) to be fully amortized by June 1, 2021[56](index=56&type=chunk) [Note 13 - Leases](index=14&type=section&id=Note%2013%20-%20Leases) This note details the company's operating lease liabilities and right-of-use assets Operating Lease Liabilities (as of) | Category | December 31, 2020 (in millions) | September 30, 2020 (in millions) | | :-------------------------- | :------------------------------ | :------------------------------- | | ROU assets (Other assets) | **$11.3** | $11.9 | | Total lease liabilities | **$12.5** | $13.2 | - Operating lease expense was **$1.0 million** for the three months ended December 31, 2020, with a weighted average remaining lease term of approximately **5 years**[61](index=61&type=chunk) [Note 14 - Derivative Financial Instruments](index=15&type=section&id=Note%2014%20-%20Derivative%20Financial%20Instruments) This note describes the company's use of derivative instruments for hedging and their fair value - The company uses pay-fixed, receive-variable interest rate swaps with a notional amount of **$350.0 million** to hedge forecasted interest payments on variable rate debt, maturing in December 2022[62](index=62&type=chunk) - On April 1, 2020, the interest rate swaps' designation changed from cash flow hedges to non-designated hedging instruments due to ineffectiveness, leading to reclassification of losses from accumulated OCI to "Interest expense, net"[62](index=62&type=chunk) Derivative Liabilities (Fair Value as of) | Category | December 31, 2020 (in millions) | September 30, 2020 (in millions) | | :-------------------------- | :------------------------------ | :------------------------------- | | Total derivative liabilities | **$9.2** | $10.4 | [Note 15 - Fair Value Measurements](index=16&type=section&id=Note%2015%20-%20Fair%20Value%20Measurements) This note provides fair value measurements for various financial instruments and liabilities Fair Value Measurements (as of) | Category | December 31, 2020 (Total, in millions) | September 30, 2020 (Total, in millions) | | :-------------------------- | :------------------------------------- | :-------------------------------------- | | Derivative liabilities | **$9.2** | $10.4 | | NCI | **$2,369.6** | $2,021.6 | | Term B Facility (Fair Value) | **$638.5** | $674.0 | [Note 16 - Long-Term Debt](index=16&type=section&id=Note%2016%20-%20Long-Term%20Debt) This note details the components of the company's long-term debt, including facilities and repayment activities Long-Term Debt Components (as of) | Category | December 31, 2020 (in millions) | September 30, 2020 (in millions) | | :-------------------------- | :------------------------------ | :------------------------------- | | Term B Facility | **$636.2** | $673.7 | | Revolving Credit Facility | **$50.0** | $30.0 | | Total principal amount of debt | **$686.2** | **$703.7** | | Long-term debt (net) | **$635.1** | $622.6 | - The company repaid **$37.5 million** on the Term B Facility during the three months ended December 31, 2020, including a **$28.8 million** mandatory prepayment from excess cash flow[71](index=71&type=chunk) - Borrowings under the Term B Facility and Revolving Credit Facility bear variable interest rates (**6.00%** and **5.25%** respectively as of December 31, 2020)[71](index=71&type=chunk) [Note 17 - Commitments and Contingencies](index=17&type=section&id=Note%2017%20-%20Commitments%20and%20Contingencies) This note outlines the company's legal commitments and contingencies, including ongoing litigation - The company is vigorously defending multiple class action lawsuits related to its Joint Juice line of products, with an accrued liability of **$8.5 million** at December 31, 2020[74](index=74&type=chunk)[75](index=75&type=chunk) - Management believes the ultimate liability from pending legal proceedings and compliance matters will not have a material adverse effect on the company's financial condition, results of operations, or cash flows[75](index=75&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.](index=18&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Management discusses financial performance, liquidity, and capital resources, including COVID-19 impacts and restructuring efforts [Overview](index=18&type=section&id=OVERVIEW) This section provides a high-level introduction to the company's business, structure, and key financial allocations - BellRing Brands, Inc. is a consumer products holding company in the global convenient nutrition category, with primary brands Premier Protein and Dymatize[78](index=78&type=chunk) - The company completed its IPO on October 21, 2019, and BellRing Inc. controls BellRing LLC, while Post Holdings, Inc. controls BellRing Inc.[80](index=80&type=chunk) - For the three months ended December 31, 2020, **$25.1 million** of consolidated net earnings were allocated to the redeemable noncontrolling interest (NCI), reflecting Post's **71.2%** economic interest in BellRing LLC post-IPO[80](index=80&type=chunk) [COVID-19 Impact](index=19&type=section&id=COVID-19) This section discusses the economic disruptions and operational responses related to the COVID-19 pandemic - The COVID-19 pandemic has caused economic disruption and uncertainty, leading the company to implement safety measures, maintain supply chain continuity, and preserve financial liquidity[81](index=81&type=chunk) - As of December 31, 2020, liquid and powders sub-categories returned to pre-COVID-19 growth rates, but the bar sub-category continued to experience declines[81](index=81&type=chunk) [Restructuring Charges](index=19&type=section&id=Restructuring%20Charges) This section details the strategic realignment plan and associated restructuring charges initiated by the company - In October 2020, the company initiated a strategic realignment plan, including closing its Dallas office and downsizing its Munich location, with completion expected by the end of fiscal 2021[82](index=82&type=chunk) [Results of Operations](index=20&type=section&id=RESULTS%20OF%20OPERATIONS) This section analyzes the key drivers and changes in the company's financial performance metrics Key Financial Results (Three Months Ended December 31) | Metric | 2020 (in millions) | 2019 (in millions) | Change ($ in millions) | Change (%) | | :------------------------------------ | :----------------- | :----------------- | :--------- | :--------- | | Net Sales | **$282.4** | $244.0 | $38.4 | 16% | | Operating Profit | **$47.8** | $49.3 | $(1.5) | (3)% | | Interest expense, net | **$12.8** | $11.6 | $(1.2) | (10)% | | Income tax expense | **$2.1** | $5.9 | $3.8 | 64% | | Net Earnings Available to Class A Common Stockholders | **$7.8** | $6.0 | $1.8 | 30% | [Net Sales](index=20&type=section&id=Net%20Sales) This section analyzes the factors contributing to changes in the company's net sales - Net sales increased by **$38.4 million (16%)** to **$282.4 million**, driven by Premier Protein products (up **17%** with **22%** volume increase) and Dymatize products (up **16%** with **10%** volume increase)[85](index=85&type=chunk) - Premier Protein's volume growth was due to distribution gains, new product introductions, and increased promotional activity, while Dymatize's growth came from higher club, eCommerce, and mass channel volumes[85](index=85&type=chunk) [Operating Profit](index=20&type=section&id=Operating%20Profit) This section examines the drivers behind the changes in the company's operating profit - Operating profit decreased by **$1.5 million (3%)** to **$47.8 million**, primarily due to higher net product costs (**$6.0 million** from unfavorable raw materials and freight) and restructuring costs (**$4.7 million**)[86](index=86&type=chunk) - The decrease was partially offset by higher net sales and lower costs related to the separation from Post (**$1.5 million**)[86](index=86&type=chunk) [Interest Expense, Net](index=20&type=section&id=Interest%20Expense,%20Net) This section discusses the factors influencing the company's net interest expense - Interest expense, net, increased to **$12.8 million** from **$11.6 million**, primarily due to debt issuance in fiscal 2020 and incremental net hedging losses of **$0.5 million** on interest rate swaps[87](index=87&type=chunk) [Income Taxes](index=20&type=section&id=Income%20Taxes) This section explains the changes in the company's effective income tax rate - The effective income tax rate decreased to **6.0%** from **15.6%**, mainly because the company now accounts for its **28.8%** distributive share of BellRing LLC's income post-IPO, compared to **100%** prior to the IPO[88](index=88&type=chunk) [Liquidity and Capital Resources](index=20&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) This section assesses the company's ability to generate and manage cash flows for its operational and financial needs - The company expects positive cash flows from operations and believes current cash, operating cash flows, and future credit facilities will be sufficient for working capital, R&D, and other financing needs[90](index=90&type=chunk) - Capital expenditures are modest, averaging less than **1%** of net sales over the last three fiscal years, with no significant capital expenditures planned for the remainder of fiscal 2021[90](index=90&type=chunk) Select Cash Flow Data (Three Months Ended December 31) | Activity | 2020 (in millions) | 2019 (in millions) | | :------------------------------------ | :----------------- | :----------------- | | Operating activities | **$23.3** | $(24.9) | | Investing activities | **$0.0** | $(0.7) | | Financing activities | **$(22.0)** | $49.9 | | Net increase in cash and cash equivalents | **$2.1** | $24.4 | [Operating Activities](index=21&type=section&id=Operating%20Activities) This section analyzes the cash flows generated from the company's primary business operations - Cash provided by operating activities increased to **$23.3 million** in 2020 from cash used of **$24.9 million** in 2019, primarily due to favorable working capital changes of **$46.2 million**[94](index=94&type=chunk) [Investing Activities](index=21&type=section&id=Investing%20Activities) This section details the cash flows related to the acquisition and disposal of long-term assets - Cash used in investing activities decreased by **$0.7 million** in 2020 compared to 2019, due to a decrease in capital expenditures[95](index=95&type=chunk) [Financing Activities](index=21&type=section&id=Financing%20Activities) This section outlines the cash flows from debt, equity, and dividend transactions - In Q1 FY2021, cash used in financing activities was **$22.0 million**, including **$20.0 million** drawn from the Revolving Credit Facility, **$37.5 million** repaid on the Term B Facility, and **$3.6 million** in net cash transfers to Post[96](index=96&type=chunk) - In Q1 FY2020, cash provided by financing activities was **$49.9 million**, including **$686.0 million** from Term B Facility, **$120.0 million** drawn from Revolving Credit Facility, **$524.4 million** from IPO, and repayments of **$1,225.0 million** bridge loan and **$40.0 million** on Revolving Credit Facility[97](index=97&type=chunk) [Debt Covenants](index=21&type=section&id=Debt%20Covenants) This section discusses the company's compliance with its debt agreement covenants - BellRing LLC is required to maintain a total net leverage ratio not exceeding **6.00 to 1.00** and was in compliance as of December 31, 2020[98](index=98&type=chunk) [Critical Accounting Policies and Estimates](index=22&type=section&id=CRITICAL%20ACCOUNTING%20POLICIES%20AND%20ESTIMATES) This section highlights the accounting policies and estimates that require significant management judgment - There have been no significant changes to the company's critical accounting policies and estimates since September 30, 2020[101](index=101&type=chunk) [Recently Issued Accounting Standards](index=22&type=section&id=RECENTLY%20ISSUED%20ACCOUNTING%20STANDARDS) This section refers to detailed discussions on recently issued accounting standards and their potential impact - Refer to Note 2 within "Notes to Condensed Consolidated Financial Statements" for a discussion regarding recently issued accounting standards[103](index=103&type=chunk) [Cautionary Statement on Forward-Looking Statements](index=22&type=section&id=CAUTIONARY%20STATEMENT%20ON%20FORWARD-LOOKING%20STATEMENTS) This section warns readers about the inherent risks and uncertainties associated with forward-looking statements in the report - The report contains forward-looking statements subject to risks and uncertainties, including the impact of the COVID-19 pandemic, dependence on RTD protein shakes, competition, reliance on third-party manufacturers and suppliers, and supply chain disruptions[105](index=105&type=chunk) - Other risks include changes in consumer preferences, legal and regulatory factors, acquisition challenges, seasonality, international business risks, customer concentration, litigation, economic downturns, market volatility, intellectual property protection, cybersecurity, goodwill impairment, high leverage, and risks related to the ongoing relationship with Post Holdings[105](index=105&type=chunk)[107](index=107&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk.](index=24&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) This section details the company's exposure to various market risks, including commodity price, foreign currency, and interest rate risks, and assesses the impact of the COVID-19 pandemic on these exposures [Commodity Price Risk](index=24&type=section&id=Commodity%20Price%20Risk) This section describes the company's exposure to fluctuations in raw material prices and its mitigation strategies - The company is exposed to commodity price risks from raw material purchases and manages these by locking in prices through purchase commitments and attempting to offset cost increases by raising prices to customers[109](index=109&type=chunk) [Foreign Currency Risk](index=24&type=section&id=Foreign%20Currency%20Risk) This section outlines the company's exposure to risks arising from foreign currency exchange rate fluctuations - The company is exposed to foreign currency exchange rate fluctuations through Active Nutrition International GmbH, whose functional currency is the Euro[110](index=110&type=chunk) [Interest Rate Risk](index=25&type=section&id=Interest%20Rate%20Risk) This section details the company's exposure to variable interest rates on its debt and hedging strategies - The company's Term B Facility (**$636.2 million** outstanding) and Revolving Credit Facility (**$50.0 million** outstanding) bear variable interest rates[112](index=112&type=chunk) - A hypothetical **10%** increase in interest rates would have an immaterial impact on interest expense and interest paid, considering the impact of interest rate swaps with a notional value of **$350.0 million**[112](index=112&type=chunk)[113](index=113&type=chunk) [Item 4. Controls and Procedures.](index=25&type=section&id=Item%204.%20Controls%20and%20Procedures.) This section reports on management's evaluation of the effectiveness of the company's disclosure controls and procedures and confirms no significant changes in internal control over financial reporting during the quarter [Evaluation of Disclosure Controls and Procedures](index=25&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section reports on management's assessment of the effectiveness of the company's disclosure controls - Management, including the Executive Chairman, CEO, and CFO, concluded that the company's disclosure controls and procedures were effective as of December 31, 2020[114](index=114&type=chunk) [Changes in Internal Control Over Financial Reporting](index=25&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) This section confirms the absence of significant changes in the company's internal control over financial reporting - There were no significant changes in the company's internal control over financial reporting during the quarter ended December 31, 2020, that materially affected or are reasonably likely to materially affect it[114](index=114&type=chunk) [PART II. OTHER INFORMATION.](index=25&type=section&id=PART%20II.%20OTHER%20INFORMATION.) This part covers legal proceedings, risk factors, and a list of exhibits filed with the Form 10-Q [Item 1. Legal Proceedings.](index=25&type=section&id=Item%201.%20Legal%20Proceedings.) This section refers to Note 17 for detailed information on legal proceedings, including the ongoing Joint Juice litigation, and states the company's disclosure threshold for environmental proceedings - Information on legal proceedings is incorporated by reference from Note 17 of the financial statements[115](index=115&type=chunk) - The company discloses environmental proceedings with governmental entities if monetary sanctions are reasonably believed to be **$1.0 million** or more[115](index=115&type=chunk) [Item 1A. Risk Factors.](index=25&type=section&id=Item%201A.%20Risk%20Factors.) This section directs readers to the Annual Report on Form 10-K for a comprehensive list of risk factors, noting that COVID-19 impacts may heighten existing risks - Readers should consider risk factors from the Annual Report on Form 10-K, as these risks could materially and adversely affect the business[116](index=116&type=chunk) - The enumerated risks have been or may be heightened, or in some cases manifested, by the impacts of the COVID-19 pandemic[116](index=116&type=chunk) [Item 6. Exhibits.](index=26&type=section&id=Item%206.%20Exhibits.) This section lists the exhibits filed with the Form 10-Q, including corporate documents, certifications, and interactive data files Exhibits Filed with Form 10-Q | Exhibit No. | Description | | :---------- | :---------- | | 3.1 | Amended and Restated Certificate of Incorporation | | 3.2 | Amended and Restated Bylaws | | 4.1 | Form of Class A Common Stock Certificate | | 31.1 | Certification of Robert V. Vitale pursuant to Rule 13a-14(a) | | 31.2 | Certification of Darcy H. Davenport pursuant to Rule 13a-14(a) | | 31.3 | Certification of Paul A. Rode pursuant to Rule 13a-14(a) | | 32.1 | Certification of Robert V. Vitale, Darcy H. Davenport and Paul A. Rode, pursuant to 18 U.S.C. Section 1350 | | 101 | Interactive Data File (Form 10-Q in iXBRL) | | 104 | Cover page from Form 10-Q formatted in iXBRL | [SIGNATURES](index=27&type=section&id=SIGNATURES) This section provides the official signatures for the Form 10-Q filing - The report was signed by Darcy H. Davenport, President and Chief Executive Officer, on February 5, 2021[122](index=122&type=chunk)

Financial Data and Key Metrics Changes - The company reported net sales of $282 million, an increase of 16% year-over-year, with adjusted EBITDA of $61 million, slightly above internal estimates [6][19] - Adjusted EBITDA was $60.7 million, up 3.6%, with an EBITDA margin of 21.5% [19][21] - Gross profit increased to $91.9 million, but gross profit margin declined by 490 basis points to 32.5% due to higher input costs [21][22] Business Line Data and Key Metrics Changes - Premier Protein net sales increased by 17.4%, driven by ready-to-drink (RTD) shakes, with consumption growing by 28% across channels [19][9] - Dymatize net sales grew by 16.2%, with strong growth in eCommerce and distribution gains in club and mass channels [19][13] - International sales for Dymatize remained flat year-over-year, with growth in Canada offset by softness in other regions [14] Market Data and Key Metrics Changes - The overall convenient nutrition category remains stable, with growth in liquids and powders exceeding pre-COVID rates [8] - Premier Protein's household penetration reached 7%, a 19% increase year-over-year, indicating strong market presence [10] - eCommerce now represents 10% of the business, up from 6% in 2019, with expectations to grow further [94] Company Strategy and Development Direction - The company is focused on increasing household penetration and brand visibility through marketing campaigns and promotions [11][57] - A business realignment was executed to combine management of Premier Protein and Dymatize, creating a dedicated international team [15][16] - The company plans to continue investing in marketing and innovation to drive long-term growth, particularly in the cereal category [84][90] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the 2021 outlook, despite anticipated margin pressure due to rising freight and input costs [17][24] - The company expects gross margins to rebound in the second half of the year following a price increase in the RTD shake segment [29][24] - Management noted that consumer focus on health and nutrition is a long-term trend that will benefit the company [46] Other Important Information - The company generated $23 million from operations in the first quarter, with $50.8 million in cash on hand and $150 million available under its revolver [23] - The company anticipates fiscal 2021 net sales between $1.07 billion and $1.12 billion, with adjusted EBITDA of $207 million to $217 million [24] Q&A Session Summary Question: Concerns about gross margin decline - Management acknowledged the decline in gross margins due to increased freight and dairy costs, but expects margins to improve in the second half of the year [28][29] Question: Customer response to price increases - Management indicated that customers understand the need for price increases due to inflation and have responded rationally in the past [32] Question: Balancing promotional activity and margin pressure - Management emphasized the importance of household penetration and believes that promotional spending is necessary to drive long-term growth [35][36] Question: Impact of COVID on sales growth - Management noted that while the second quarter will face headwinds from last year's COVID pantry loading, they expect strong momentum to continue [42][43] Question: eCommerce growth and investments - Management highlighted eCommerce as a key growth area, with plans to increase marketing and pursue eCommerce-only innovations [94] Question: Future M&A opportunities - Management stated that while organic growth is the priority, M&A remains a potential growth strategy, allowing for selective opportunities [74]

Bellring Brands, Inc. (NYSE:BRBR) Q4 2020 Earnings Conference Call November 20, 2020 10:30 AM ET Company Participants Jennifer Meyer - Head, IR Darcy Davenport - President & CEO Paul Rode - CFO & Treasurer Conference Call Participants Ken Goldman - JPMorgan Chase & Co. Andrew Lazar - Barclays Bank John Baumgartner - Wells Fargo Securities Brian Holland - D.A. Davidson & Co. Christopher Growe - Stifel, Nicolaus & Company David Palmer - Evercore ISI William Chappell - Truist Securities Ken Zaslow - BMO Capita ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 1-39093 BellRing Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 83-4096323 (State or other jurisdiction of incorporation or organizat ...

BellRing Brands, Inc. (NYSE:BRBR) Q3 2020 Earnings Conference Call August 7, 2020 10:30 AM ET Company Participants Jennifer Meyer - Investor Relations Darcy Davenport - President and Chief Executive Officer Paul Rode - Chief Financial Officer Conference Call Participants Andrew Lazar - Barclays Ken Goldman - JP Morgan David Palmer - Evercore ISI Jason English - Goldman Sachs Rob Dickerson - Jefferies John Baumgartner - Wells Fargo Brian Holland - D.A. Davidson Bill Chappell - Truist Securities Ken Zaslow - ...

Table of Contents Non-accelerated filer ☒ Smaller reporting company ☐ Emerging growth company ☒ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________ FORM 10-Q __________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission File Numbe ...

BellRing Brands, Inc. (NYSE:BRBR) Q2 2020 Results Conference Call May 8, 2020 10:30 AM ET Company Participants Darcy Davenport - President and CEO Paul Rode - CFO Jennifer Meyer - IR Conference Call Participants Andrew Lazar - Barclays Chris Growe - Stifel Ken Goldman - JPMorgan Pamela Kaufman - Morgan Stanley Bill Chappell - SunTrust Rob Dickerson - Jefferies David Palmer - Evercore ISI Brian Holland - D.A. Davidson Ken Zaslow - Bank of Montreal John Baumgartner - Wells Fargo Jason English - Goldman Sachs ...

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited).) This section presents the unaudited condensed consolidated financial statements for BellRing Brands, Inc. for the periods ended March 31, 2020, including statements of operations, comprehensive income, balance sheets, cash flows, and stockholders' equity, along with detailed notes on accounting policies and financial items following the company's IPO in October 2019 [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20(Unaudited).) For the three months ended March 31, 2020, net sales grew to $257.5 million from $216.5 million year-over-year, but operating profit decreased to $35.1 million from $40.8 million due to higher costs, while for the six-month period, net sales increased to $501.5 million from $402.3 million, and operating profit rose to $84.4 million from $73.7 million, with net earnings available to Class A stockholders of $4.2 million for the quarter and $10.2 million for the six-month period Consolidated Statements of Operations Highlights (in millions) | Metric | Three Months Ended Mar 31, 2020 | Three Months Ended Mar 31, 2019 | Six Months Ended Mar 31, 2020 | Six Months Ended Mar 31, 2019 | | :--- | :--- | :--- | :--- | :--- | | **Net Sales** | $257.5 | $216.5 | $501.5 | $402.3 | | **Gross Profit** | $88.2 | $79.0 | $179.5 | $144.6 | | **Operating Profit** | $35.1 | $40.8 | $84.4 | $73.7 | | **Net Earnings Available to Class A Stockholders** | $4.2 | $— | $10.2 | $— | Earnings Per Share of Class A Common Stock | Metric | Three Months Ended Mar 31, 2020 | Six Months Ended Mar 31, 2020 | | :--- | :--- | :--- | | **Basic EPS** | $0.11 | $0.26 | | **Diluted EPS** | $0.11 | $0.26 | [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20(Unaudited).) As of March 31, 2020, total assets increased to $725.6 million from $594.5 million at September 30, 2019, driven by a significant increase in cash and cash equivalents to $76.7 million, while total liabilities surged to $926.9 million from $108.1 million, primarily due to $791.4 million in long-term debt, resulting in a total stockholders' deficit of $1,863.2 million after recording a redeemable noncontrolling interest of $1,661.9 million Balance Sheet Comparison (in millions) | Account | March 31, 2020 | September 30, 2019 | | :--- | :--- | :--- | | **Total Current Assets** | $349.5 | $219.5 | | **Total Assets** | $725.6 | $594.5 | | **Total Current Liabilities** | $128.0 | $92.7 | | **Long-term debt** | $756.4 | $— | | **Total Liabilities** | $926.9 | $108.1 | | **Redeemable noncontrolling interest** | $1,661.9 | $— | | **Total Stockholders' Equity (Deficit)** | $(1,863.2) | $486.4 | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20(Unaudited).) For the six months ended March 31, 2020, the company experienced a net cash outflow from operating activities of $5.1 million, a reversal from a $1.6 million inflow in the prior year period, with stable net cash used in investing activities at $1.2 million, while financing activities provided a significant net cash inflow of $77.6 million, driven by IPO proceeds and debt issuance used to repay a bridge loan, resulting in a net increase in cash and cash equivalents of $71.2 million Cash Flow Summary for Six Months Ended March 31 (in millions) | Cash Flow Activity | 2020 | 2019 | | :--- | :--- | :--- | | **Net Cash (Used in) Provided by Operating Activities** | $(5.1) | $1.6 | | **Net Cash Used in Investing Activities** | $(1.2) | $(1.4) | | **Net Cash Provided by (Used in) Financing Activities** | $77.6 | $(8.0) | | **Net Increase (Decrease) in Cash** | $71.2 | $(8.0) | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited).) The notes detail the company's background, IPO, and formation transactions, establishing a new corporate structure where BellRing Inc. is a holding company for BellRing LLC, with Post Holdings retaining a **71.2%** economic interest, and include key details such as revenue breakdown by product, related-party transactions with Post, accounting for the new redeemable noncontrolling interest, incurrence of significant debt, and adoption of the new lease accounting standard (ASC 842) - On October 21, 2019, BellRing Inc. closed its IPO, receiving net proceeds of approximately **$524.4 million**. BellRing LLC became the holder of Post's active nutrition business. Post holds a **71.2%** economic interest in BellRing LLC, which is treated as a redeemable noncontrolling interest[27](index=27&type=chunk)[28](index=28&type=chunk)[30](index=30&type=chunk) Net Sales by Product for Six Months Ended March 31 (in millions) | Product | 2020 | 2019 | | :--- | :--- | :--- | | Shakes and other beverages | $411.2 | $302.3 | | Powders | $59.6 | $62.1 | | Nutrition bars | $26.9 | $32.8 | | Other | $3.8 | $5.1 | | **Total Net Sales** | **$501.5** | **$402.3** | - In connection with the IPO, BellRing LLC entered into a new Credit Agreement for a **$700.0 million** Term B loan facility and a **$200.0 million** Revolving Credit Facility. As of March 31, 2020, total long-term debt on the balance sheet was **$756.4 million**[79](index=79&type=chunk)[77](index=77&type=chunk) - The company is involved in ongoing litigation regarding advertising claims for its Joint Juice® products. As of March 31, 2020, the company had an accrued liability of **$8.5 million** related to this matter[82](index=82&type=chunk)[84](index=84&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Management discusses the company's performance, highlighting a 25% increase in net sales for the first six months of fiscal 2020, driven by strong volume growth in Premier Protein RTD shakes, partially offset by declines in Dymatize and PowerBar sales, with operating profit increasing despite higher advertising, employee-related, and public company costs, and addresses significant changes in liquidity and capital resources due to the IPO and new debt facilities, along with the initial impacts of the COVID-19 pandemic [Results of Operations](index=24&type=section&id=RESULTS%20OF%20OPERATIONS) For the six months ended March 31, 2020, net sales grew by $99.2 million (25%) year-over-year, primarily due to a 34% increase in Premier Protein sales from higher volumes, offsetting declines in Dymatize and PowerBar products, while operating profit rose by $10.7 million (15%), as higher sales outweighed increased costs, including **$11.7 million** more in advertising, higher raw material costs, and new public company expenses, with the effective tax rate decreasing significantly due to the new corporate structure post-IPO Six Months Ended March 31, 2020 vs 2019 (in millions) | Metric | 2020 | 2019 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | **Net Sales** | $501.5 | $402.3 | $99.2 | 25% | | **Operating Profit** | $84.4 | $73.7 | $10.7 | 15% | - Premier Protein sales grew **$107.4 million (34%)** in the six-month period, driven by a **32%** volume increase in RTD shakes due to distribution gains, lapping prior year capacity constraints, and COVID-19 pantry loading[98](index=98&type=chunk) - Operating profit growth was tempered by higher net product costs (**$6.5M**), increased advertising (**$11.7M**), higher employee expenses (**$5.0M**), and incremental public company costs (**$4.8M**)[99](index=99&type=chunk) [Liquidity and Capital Resources](index=26&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) The company's liquidity profile was transformed by its October 2019 IPO, which generated **$524.4M** in net proceeds, and the establishment of a new credit agreement with a **$700M** term loan and a **$200M** revolver, with these funds used to repay a **$1,225.0M** bridge loan assumed from Post, while cash used in operations was $5.1 million for the six-month period, a decrease from the prior year, mainly due to higher interest payments on the new debt, and the company increased its cash position by drawing an additional **$65.0 million** from its revolving credit facility to enhance financial flexibility amid COVID-19 uncertainty - The company executed its IPO for **$524.4M** in net proceeds and entered a new Credit Agreement (**$700M** Term B Facility, **$200M** Revolver) to repay a **$1,225.0M** Bridge Loan[104](index=104&type=chunk) - Cash from financing activities was a net inflow of **$77.6 million** for the six months ended March 31, 2020, compared to an **$8.0 million** outflow in the prior year, reflecting the major recapitalization[110](index=110&type=chunk) - In response to COVID-19, the company drew an additional **$65.0 million** from its revolving credit facility during the quarter to enhance liquidity[93](index=93&type=chunk)[106](index=106&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) The company is exposed to market risks from **commodity price risk** for raw materials, **foreign currency risk (euro)**, and **interest rate risk** on its variable-rate debt, and to manage interest rate risk on its new debt facilities, the company entered into interest rate swaps with a notional value of **$350.0 million**, with the report noting that the COVID-19 pandemic has created significant volatility and uncertainty, potentially heightening these risks - The company is exposed to **commodity price risk** for raw materials, **foreign currency risk (euro)**, and **interest rate risk** on its variable-rate debt[122](index=122&type=chunk)[124](index=124&type=chunk)[125](index=125&type=chunk) - As of March 31, 2020, the company had **$811.3 million** in outstanding variable-rate debt (**$691.3M** Term B Facility and **$120.0M** Revolver)[125](index=125&type=chunk) - To mitigate interest rate risk, the company held interest rate swaps with a notional value of **$350.0 million** as of March 31, 2020[126](index=126&type=chunk) [Controls and Procedures](index=30&type=section&id=Item%204.%20Controls%20and%20Procedures.) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were **effective** as of March 31, 2020, with no significant changes in the company's internal control over financial reporting during the quarter - Management concluded that the company's disclosure controls and procedures were **effective** as of the end of the period covered by the report[127](index=127&type=chunk) - No significant changes were made to the company's internal control over financial reporting during the quarter ended March 31, 2020[127](index=127&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings.) The company provides an update on the ongoing 'Joint Juice Litigation,' which involves multiple class-action complaints alleging false advertising for its glucosamine and chondroitin dietary supplements, with one case dismissed and on appeal, while ten other state-based class actions remain pending, and the company continues to defend these cases vigorously and does not believe their resolution will have a **material adverse effect** on its financials - The company is defending multiple class-action lawsuits related to advertising claims for its Joint Juice® products[128](index=128&type=chunk) - The company does not expect the resolution of these cases to have a **material adverse effect** on its financial condition, results of operations, or cash flows[130](index=130&type=chunk) [Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors.) This section highlights that the COVID-19 pandemic is identified as a **significant risk factor**, expected to negatively impact the global economy, capital markets, and the company's financial and operational performance, with specific pandemic-related risks including interruptions in the supply chain and manufacturing, closures of customer retail locations, and potential labor shortages, and the pandemic is noted to have heightened many of the other risks previously disclosed in the company's Form 10-K - The COVID-19 pandemic is identified as a **significant risk factor**, expected to negatively impact the global economy, capital markets, and the company's financial and operational performance[131](index=131&type=chunk) - Specific pandemic-related risks include interruptions in the supply chain and manufacturing, closures of customer retail locations, and potential labor shortages[131](index=131&type=chunk) [Exhibits](index=32&type=section&id=Item%206.%20Exhibits.) This section lists the exhibits filed with the Form 10-Q, including corporate governance documents, a credit agreement amendment, and certifications by the company's officers as required by the Sarbanes-Oxley Act - Lists exhibits filed with the Form 10-Q, including the First Amendment to the Credit Agreement and various officer certifications[134](index=134&type=chunk)

BellRing Brands, Inc. (NYSE:BRBR) Q1 2020 Earnings Conference Call February 7, 2020 10:30 AM ET Corporate Participants Matt Mainer - Investor Relations Darcy Davenport - President and Chief Executive Officer Paul Rode - Chief Financial Officer Conference Call participants Ken Goldman - JPMorgan Andrew Lazar - Barclays Chris Growe - Stifel John Baumgartner - Wells Fargo Ken Zaslow - Bank of Montreal Bryan Spillane - Bank of America David Palmer - Evercore ISI Jason English - Goldman Sachs Robert Dickerson - ...