Good morning. And welcome to the Bausch Health Third Quarter 2020 Earnings Call. All participants will be in listen-only mode. [Operator Instructions]. After today’s presentation, there will be an opportunity to ask questions. [Operator Instructions]. Please note this event is being recorded. I would now like to turn the conference over to Art Shannon. Please go ahead.

Thank you, Sara. Good morning, everyone, and welcome to our third quarter 2020 financial results conference call. Participating on today's call are Chairman and Chief Executive Officer, Mr. Joe Papa, and Chief Financial Officer, Mr. Paul Herendeen. In addition to this live webcast, a copy of today's slide presentation and a replay of this conference call will be available on our website under the Investor Relations section. Before we begin, we would like to remind you that our presentation today contains certain forward-looking information. We would ask that you take a moment to read the forward-looking statement legend at the beginning of our presentation as it contains important information. This presentation contains non-GAAP financial measures. For more information about these measures, please refer to Slide 2 of the presentation. Non-GAAP reconciliations can be found in the appendix to the presentation posted on our website. Finally, the financial guidance in this presentation is effective as of today only. It is our policy to generally not update guidance until the following quarter and not to update or affirm guidance other than through broadly disseminated public disclosure. With that, it's my pleasure to turn the call over to Joe.

Thank you, Art. And thank you everyone for joining us today. We want to spend the bulk of today's call focused on the business fundamentals. So I'll start with our current perspective on COVID-19 and briefly cover some of the third quarter highlights before turning the call over to Paul Herendeen, our CFO, to review the financial results in detail and discuss our 2020 guidance. We'll finish with updates on how our businesses are recovering and on the previously announced plan to spinoff Bausch + Lomb before opening the line for questions. Beginning with Slide 5. Although COVID has impacted the market over the past seven months, we have been able to adapt to the challenges of current market conditions by following the strategy we outlined on our last call by specifically focusing on our key promoted grants, managing our operational expenses and investing in innovation and new growth technologies like e-commerce. For example, we are continuing to innovate. We launched INFUSE, our SiHy Daily lens in the USA. We are conducting clinical trials on our NOV03 product for dry eye disease, and rifaximin received FDA Orphan Designation for sickle cell disease, a very exciting development. And we are also conducting COVID focused research that may help advance science. Ribavirin is being studied as a possible COVID-related therapeutic in Italy and Canada. And our Ivermectin product is being studied as a COVID therapeutic in Latin America. Our Global Solta business is well-positioned to capitalize on emerging trends such as the new Zoom culture, which we believe is driving the demand for our aesthetics, which is a key driver for Solta as seen in third quarter revenue growth compared to the third quarter 2019. Finally, our efforts to accelerate and strengthen our e-commerce capabilities resulted in more than a 100% increase in the e-commerce sales of our U.S. consumer business products year-to-date compared to the same period in the prior year. Moving to Slide 6, the impact of the global pandemic is still present. But our third quarter results demonstrated that the Bausch Healthcare operational recovery is in progress. Our team worked hard throughout the third quarter to make sure we had ample supply of our products for patients and customers and to manage our operating expenses. Our total company organic and reported revenue declined by 3%, compared to the third quarter of 2019, Bausch + Lomb had an outstanding quarter relative the second quarter of 2020. In our therapeutic businesses, Salix, dermatology, international and neurology, all demonstrated 20% to 30% sequential growth relative to the second quarter of 2020. Thanks to a great team effort and the continued engagement of over 21,000 employees of Bausch Health Companies, we were able to preserve cash while supporting each of our businesses, including investments in R&D to build and advance our new product pipeline. With that, I'll turn the call over to Paul to cover the financial results in more detail.

Thanks, Joe. We had a nice bounce back quarter as all of our businesses recovered to varying degrees from the depths of the COVID impact that we saw in Q2. Overall, revenue was down 3% organically from Q3 of 2019 and up 28% sequentially from the second quarter. Considering the many ongoing challenges, that's an encouraging indicator that our businesses are on the road to regain pre-pandemic levels of revenue and profitability. We're a very diverse company by types of revenue and by geographic footprint. While our businesses are rebounding, the pace has been more rapid for some and more muted for others. The differences are based on the types of revenue, for example, surgical versus consumer products; and geography, with parts of the U.S. B+L business recovering more quickly than those same businesses outside the U.S. Adjusted EBITDA of $948 million in the quarter was quite strong and in fact was up 4% on a constant currency basis compared with Q3 of 2019, important safety tip though. The operating margin you see in Q3, that's adjusted EBITDA divided by revenue is not sustainable. As we continue to recover, we will allocate more resources to promotional activities to drive the return to sustainable revenue and profit growth above pre-COVID levels. For the avoidance of doubt, we expected our fourth quarter operating expenses will be considerably higher than what you see on the board in Q3. We're very proud of how quickly we're able to reduce operating expenses to preserve cash, and to protect as best we could near term profits. With recovery from COVID underway, it's time for us to ratchet up our promotional support for our many growth opportunities and to renew our investments in R&D. We will obviously have to monitor this given the dynamic situation, but that's…

Thank you, Paul. I will now give an update on the Bausch Health recovery in progress on slide number 17. The highlight here is U.S. Vision Care, where reported revenue grew by 20% compared to the third quarter of 2019, driven by the Bausch + Lomb ULTRA lenses. The chart on the top right shows the change in field consumption in the U.S. year-over-year, which started to recover in June after significant declines in April and May. While the recovery in Europe and Asia is proceeding more slowly, International Vision Care is also returning to pre-COVID-19 levels. I want to spend a minute on INFUSE. Our SiHy Daily lens, which launched in the U.S. in August, launching a product during the pandemic requires innovative thinking and the ability to adapt. Joe Gordon and his team deserve credit for a great launch at a challenging time. The INFUSE lens is doing exceptionally well with patients who experience contact lens dryness. Approximately 77% of new fits are from existing lens wearers and who are switching from another lens, and roughly 23% are from new contact lens wearers. Of the patients with contact lens dryness, 73% agreed INFUSE helped minimize the symptom of contact lens dryness. We plan to launch daily SiHy lenses in Australia, Hong Kong and Canada in the fourth quarter. Turning now to Global Consumer on Slide 18. The chart on the left shows the percent change in U.S. Bausch + Lomb consumption year-to-date on a year-over-year basis before COVID, during the stay at home orders, and now we see a recovery in progress. Turning to LUMIFY on the other side of the page, we also see a recovery in progress. We also received FDA approval for Alaway Preservative-Free antihistamine eye drop at the end of September, the first and…

[Operator Instructions]. Our first question comes from Chris Schott with JPMorgan.

Just a couple on eye care and a quick one on the separation. On eye care, one of your competitors talked about some of their third quarter lens recovery driven by an inventory rebuild. Did you see anything like that in your results? Or is this more just like a true organic kind of recovery in the business? And then second, can you talk about the dynamics in the eye care business as we look out to 4Q and beyond? I guess should we expect a continued B+L recovery in 4Q? Or could some of that take a pause with the second wave of COVID that we're seeing currently? And just my quick one on the separation, I think you mentioned the internal organizational processes completed by 3Q of '21. Could the company conceptually separate out B+L at that point, assuming your capital structure needs were addressed? Or is there a gap we should think about between when those internal processes are completed and when you could actually separate the business due to SEC requirements or other reporting requirements, et cetera?

Thanks, Chris, for the question. First, on the eye care question, on the inventory rebuild. I think, as Paul stated, I think what happens with any business, as you show growth, when a customer orders that product for a patient, they're going to expense that. But then as their revenue goes up, they're going to naturally need to buy more inventory. So while the overall inventory position has not increased, it's just natural as the volume goes up to expect to see more demand -- as more demand goes up, you're going to see more purchases. So we don't feel that there was any overall build in inventory during the quarter in terms of -- but obviously, they had to order not only for dispensing, but obviously to replace those items as they dispense more. On the second question, the dynamic of eye care businesses in the fourth quarter and beyond, I don't think we're going to give any specific comments right now other than to say we see a recovery in progress. We're excited about what that means for the continued growth of the B+L business. We are seeing a very strong recovery in progress in total. And I think the way I would phrase it across all of our businesses is that we're going to be -- continue to monitor the COVID-19 to be clear, but we are seeing that recovery in progress across all of our business. And then maybe, I think the final question, whether or not we are ready to split the company out in terms of spinning out in the third quarter of 2021, we will be ready. So safe to say if our capital structure is in place by the end of '21, we could -- it can be feasible, but we'd have to make sure we work through all the major questions out there. As we've said publicly, the best way for us to reduce the overall leverage and what we're focused on is continuing to grow our EBITDA, grow our business. And as we do that as well as actively pursuing all available options to improve our leverage, we're going to try to do this as expeditiously as possible. Paul, you probably want to add something as well.

I actually wanted to add something on the eye care piece because I think, Chris, your question was twofold, was inventory build but also pull-through important. It was both. As Joe articulated, it's the rebalancing of channel inventories as demand picks up. But importantly, end demand in the U.S. was up in a strong way. And outside the U.S., it was up in a more modest way. So we saw great improvement from Q2 to Q3 in the Global Vision Care business at different paces. I specifically called out the inventory with respect to the U.S. part of the business, because I think if a lot of folks have looked and said, gee, this is going to be something that's going to come back to us and say, well, by and large, most of our channel inventories have rebalanced to reflect the increased demand from Q2 to Q3.

Our next question comes from Terence Flynn with Goldman Sachs.

I was just wondering, you obviously talked a lot about the puts and takes going into fourth quarter. Just as we look into 2021, can you maybe expand on those as we think about that, particularly on the OpEx side? Is any of the potential savings likely to be more permanent? And then just had one quick one on the SiHy launch there. In terms of the share capture, is that mainly coming from competitors? Or is any of that people switching from any of the B+L brands?

Paul, I'll let you take the first one on the '21 puts and takes in OpEx. I think you made some comments on that. But -- and then I'll take the SiHy Daily where the share is coming from.

Sure. Yes. Thanks for the question, Terence. It's a great question. I'd say that through the COVID experience, it kind of forced experiment on many companies about how effective dollars that you deploy the various activities can be. And you see what occurs when you take them away. We would think that our OpEx intensity going forward ought to be something more akin to what you saw in 2019 versus what you're seeing certainly in Q3. I made it a point to say the level of OpEx spending in Q3 produced a nice EBITDA number but not one that would be sustainable over the long-term if you wanted to grow at the top line and wanted to grow profitability over an extended period of time. So I would think that as we look ahead to 2021, you're going to see OpEx intensity more similar to 2019 than what it will end up being either year-to-date 2020 or your estimate of what you expect it to be 2020. The rationale for that, by the way, is driven in large part by the large number of products that we have in launch phase. You asked a question about INFUSE. I mentioned it in my remarks. INFUSE is really exciting for us, and it takes promotional resources in dollars to establish that franchise and then to drive over a long period of time. And it's not just INFUSE. It's ULTRA ONE DAY outside the United States where we're launching it currently in a couple of other markets like Canada, Australia and more markets to come with INFUSE. So that's one example. But we have a large number of products that require a greater level of promotional support that certainly than what you saw in Q3 to be more consistent with what you saw perhaps in 2019.

And then on the second part of that question, the INFUSE where the share is coming from, I have the U.S. data in front of me. First and foremost, it's coming from an expansion of the overall market for -- and what's happening there. The SiHy market is the fastest-growing part of the market in terms of what's happening with that product in the United States and around the world for that matter. Number 2 of the actual percentages, as I mentioned, about 75% of them are from patient switches, 25% from approximately new patient starts. So that's the first place to start. Of the switches, it's -- we're getting about 20% of it is coming from our own Biotrue ONEday, but the remaining part of it, the 40-plus percent that's coming from competitor lenses, some of the best-in-class lenses of like an OASYS or DAILIES TOTAL. So we're very pleased with what we're seeing so far. I will also comment that we're also seeing very strong support for this product. In Japan, we're having continued record sales months in Japan. So that's also moving forward with it. So we do feel we've got a great product, and it's really helping patients, as I mentioned on the call, that 73% of the patients who use INFUSE believe it's helping minimize the symptoms of contact lens eye dryness, which is obviously an issue, and we're pleased to see this kind of results. It's very early but very pleased with what we think the opportunity is for the future in order to continue to build what we hope will be a best-in-class product for the contact lens wearers for the SiHy Daily.

Our next question comes from Umer Raffat with Evercore.

I think perhaps the first one is the obvious one from the print, which is the numbers look really good, but the cash flows are really weak, perhaps even when adjusting them for the one-time SEC provisions. So any color on that beyond? And then secondly, also, Paul, when I run the math on your leverage ratios by the time of the spin and you guys are mentioning 4 times for the Bausch and 5.5 on the RemainCo. By my math, you'd have to generate perhaps $2 billion plus via equity issuance by the time of spin. Is that consistent with the way you're thinking about it in your expectations?

Paul, why don't you take both the parts of the question, the cash flow question and the B+L leverage?

$: Point out that as adjusted EBITDA drops, you got interest which does not drop in proportion to adjusted EBITDA. I'll actually -- it's maybe productive for me to go through the math, how you get to the circa $1 billion, so you can see the pieces and then it will highlight why it's going to be in the low 30s this year versus what had been low 40s of conversion last year. Take the midpoint of our adjusted EBITDA guidance range, $3.225 billion. Interest is $1.53 billion per our guidance slide; restructuring is $75 million per our guidance slide; milestones $100 million per our guidance slide; taxes using the 8% is about $115 million or $116 million and then the piece that you can't see yet and we'll see is working capital this year so far is a use. It's a pretty substantial use. Year-to-date, it's circa $385 million. And that gets you t $1.18 billion or something like. That's just above $1 billion, which would be that 32% conversion to cash. The working capital is a challenge. Like if you're looking at this quarter, one of the biggest uses of working capital in this quarter is the increase in receivables from Q2 to Q3 if you're looking at the quarter in isolation. So that's a big number when your revenue goes up sequentially, help me, I lose track of focus, at 28% sequentially, you're going to see a big use in receivables. And as you'll see later on, you see our full balance sheet that the working capital is a big deal here. If you're looking at the quarter in isolation and why is it not a stronger cash flow quarter, it's accounts receivable. If you look at it relative to last year, I'd say it's inventory, is…

Our next question comes from Akash Tewari with Wolfe Research.

So just could you break it down kind of clearly what was the contribution on -- for revenues from inventory stocking? It looks like Derm Neuro and Optho all were sequentially up. So how did that affect rev? And then can you walk through how the inventory effect negatively contributed towards cash flow from operations? And I think just going forward, you're going to have $1 billion in cash flow from operations this year. Debt pay down looks like $500 million to $600 million. As we think about 2021 and beyond, as your businesses rebound, what is the steady true free cash flow run rate for Bausch? And where do you think debt pay down will kind of average out to organically? Do you think it's going to be more in the $1.5 billion range? Or is this more kind of chronically up a $1 billion range?

Akash, it's Paul. I'm going to take the first one on contribution on inventory stocking in kind of how did that effect revenue in the quarter. How does it affect cash flow? Well, we're talking about inventory stocking in the channel. And again, this is not expansion of pipeline inventories. This is the amount of inventory that our channel partners hold in order to be able to provide a high service rate to their customers, meaning someone calls up and they want product, that they have -- they are able to deliver some 100% of the time or 98% -- at 98% of the time. So in order to do that, as demand rises, they continue to expand their inventory to provide that service level. But it generally is the same number of months or weeks on hand that they have. And so trying to quantify what was that impact in the quarter, it was certainly -- in Q3, it was certainly a tailwind in the quarter, broadly equal to what the headwind was to us in Q2 when people stopped buying inventory as demand fell. It's not an item I’d call out and say, oh, it's easily quantifiable by business, and it's this number. It's just the natural ebb and flow of channel inventories with a change in demand. The second question, I believe, was how does inventory affect cash flow from operation? I think again, we're not talking about here channel inventories. I think you're talking about our level of inventories. We've had our challenges with managing our inventories this year, 2020. If you think about where we were entering 2020, we were in great shape. Man, we had a great fourth quarter. We had a great start to the year. We had a manufacturing plan that was…

I think the only thing I'd add, Akash, is that on Page 36 of our presentation in the appendix, you'll also see those months on-hand data, and you can see months on hand versus a year ago, just to do year-over-year, both our GI business, our derm business are down. Ophtho and neuro up slightly, but for the most part, there's really no material change. They're all at about 1 month approximately. So just to be clear on that inventory question.

Our next question comes from David Risinger with Morgan Stanley.

So I have 2 questions. First, with respect to business divestiture priorities, is there anything if you could frame for us what some businesses might be that you would consider divesting just so we have a little bit better sense for how you would envision potentially the structures of each of the 2 new companies? And then second, with respect to separating the companies, Paul, if you could comment on the standup costs to achieve the separation, the magnitude and how you'll be reflecting those in the financials?

Sure. On the first question -- part of the question, David, on the business development priorities. I think I'm going to have to stand with what we said previously. What we will do is we will look to divest assets, and we have a history of looking at this from the point of view the last 4 years since -- while I have joined the company, we divested approximately $3.8 billion of proceeds that we received for asset divestitures. We received approximately -- I think it was about 11 times EBITDA multiple for those assets that we divested over those first 4 years, majority of coming early in our time period. So we're going to look at some assets. And if there are appropriate activities out there where we think we can get a fair price for those assets that will help us to move this along, we are going to, as I said, on the call, actively pursue all options to enhance or delever this company, so that we can get to the unlocking of the value of the B+L, and we'll do it as quickly as we can as evidenced by the previous question that we said. Yes, technically, we could be ready as early as one year from last -- third quarter of 2020, so about third quarter of 2021, we could be ready. But obviously, you've got to deal with the question of the leverage, and we'll deal with that as expeditiously as possible by pursuing all available options out there. Obviously, the first one being just growing our EBITDA ourselves, and that one obviously helped the delevering significantly. There are some additional things we'll look at from a working capital point of view to help also address the ability to generate cash. Paul, on the question of the separation and the standup cost? I mean we've identified the dissynergies already, but you want to take that call?

Yes. What this reflect is really duplicative cost and the cost of actually completing the separation. I think that's what you're getting at, David. And our intention is that we would add those back in arriving at adjusted EBITDA, and we would guide to those numbers included in the line that -- in the debt where you see in the back under the restructuring and other is that’s where it would appear. I can tell you that year-to-date and expected for 2020, it's minimal. It's not a lot of money yet. But in the future, as it becomes important, we will call it out for you.

Our next question will come from Greg Gilbert with Truist Securities.

First for Paul. Curious on your comments on your willingness to issue equity, the comments you've made in the past or your open-mindedness, let's say. Can you confirm that, that open-mindedness relates to the separation timing as opposed to materially sooner than that? And then secondly, a question about Solta. How does that business fit into your long-term vision of the company? It's been a great story for some time. But I'm not sure it moves the needle enough to matter a whole lot in the grand scheme of the company unless it helps other products or businesses. So can you speak to that as a possible sort of gem of a business that could either attract additional investment to build out that franchise or possibly the opposite?

Thank you, Greg. Paul, why don't you take the equity and I'll take the Solta comment.

Yes. It's a good question, Greg. Thanks for the question. I mean, yes, I've been focused on the equity raise as attributable to the separation. Sufficed to say that where we trade today, we're not all enthused about raising capital at the company level in order to advance the process. So yes, that relates mainly to the separation versus something -- yes, versus something else. I think it's a relatively straightforward answer. Joe?

Certainly. And then on that Solta question, Greg, we are very, very pleased with what we're seeing with Solta. As I mentioned, 74% improvement in the revenue versus a year ago is outstanding. And importantly, the EBITA is even stronger. So we are very pleased with what we're seeing with our Solta business. As the question of what's happening with that, we see significant growth drivers with Solta. Number one, we still are seeing this move to aesthetics. And as I referred to that Zoom culture or people sitting on their computers and seeing their face, and they want to aesthetically improve it. Number two, we still believe there's a significant upside opportunity for us in the European business with Solta as well. We have a strong U.S. business and an even stronger Asian business. We are continuing to develop our European business. Relative to the question of where this fits in the company, we're very pleased with our overall derm portfolio in terms of how it fits, but we always will look at opportunities to -- across all of our businesses, especially as we've said with the B+L spin. We realize we have to reduce leverage. And if there's ways to reduce leverage, we're going to actively pursue them across our business because we need to do this to unlock the value of B+L as we split up two we think very highly attractive companies with both of our -- B+L spin plus the remaining BHC business, we think it will be very exciting for all of our shareholders. Thank you very much for the question Greg.

Operator, that concludes what we wanted to do today. I thank everyone for joining us and look forward to talking to you in the future. Thank you, everyone. Go out and vote today. Have a great day.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.