Good day, and welcome to the Perrigo Fourth Quarter and Fiscal Year 2020 Financial Results Conference Call. All participants will be in a listen-only mode. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Bradley Joseph, Vice President of Global Investor Relations. Please go ahead.

Thanks, Andrew and good morning, everyone and welcome to Perrigo’s Fourth Quarter and Fiscal 2020 Earnings Conference Call. We hope that you and your families are remaining healthy and safe. I hope that you all had a chance to review the press releases we issued today. A copy of the releases, the earnings releases, the divestiture of Rx release and the presentation for today’s discussion are available within the Investors section of the perrigo.com website. Joining today’s call are President and CEO, Murray Kessler and CFO, Ray Silcock. I’d like to remind everyone that during this call, participants will make certain forward-looking statements. Please refer to the important information for shareholders and investors, and Safe Harbor language regarding these statements in our press release was issued earlier this morning. A few items to highlight before we get started. When discussing the business, Murray will reference only non-GAAP adjusted numbers for the quarter, fiscal year and 2021 expectations unless otherwise noted. As a reminder, all comparisons of operating results against the prior fiscal year period include the previously disclosed third quarter 2019 net sales adjustments for the market withdrawal of ranitidine as well as operating results attributable to the then held-for-sale animal health business in our Consumer Self-Care Americas segment. Also of note, organic growth excludes acquisitions, divestitures and currency in both comparable periods. In the appendix for today’s call, we have provided reconciliations for all non-GAAP financial measures presented. And with that, I’m pleased to turn the call over to Murray.

Thank you, Brad and good morning, everyone. 2020 was a year of tremendous change for Perrigo. At our May 2019 Investor Conference, I shared with you a new vision to make lives better by bringing quality affordable self-care products that consumers trust everywhere they’re sold. In two short years, we have come a very long way to making that vision a reality, which has required keeping all our major transformation initiatives on track through the COVID-19 pandemic and all of the uncertainty that came with it. So first foremost, I’d like to thank all of my Perrigo teammates around the world for their dedication and a job well done. They have kept all our facilities running without missing a single shift anywhere in the world. They have kept our transformation initiatives moving while working from home and they have made sure our essential products got to the consumers and patients who needed them. Let’s take a look at the progress made on our transformation. With six acquisitions and four business divestitures, including this morning’s announcement of the sale of Rx to Altaris, we have completed our portfolio reconfiguration. Once the Rx deal closes, Perrigo will be a pure-play consumer self-care company. We have consistently delivered on our operating plans, have rebuilt a robust new products pipeline, built a robust e-commerce platform, launched business intelligence capabilities, changed 50% plus of the top leaders in the company through both internal promotions and external recruiting. We are delivering on our $100 million project momentum cost savings plan have made significant investments and are investing more than $300 million in further capacity in IT upgrades. And most importantly, we have energized the culture and re-instilled the sense of pride that respects diversity and inclusion, and the positive role our company plays in society. When…

Thank you, Murray and good morning everyone. As Murray has already pointed out in 2020, we made significant strides in improving sales and stabilizing earnings versus prior year, despite all the headwinds we faced especially from COVID-19. On a consolidated basis, the company reported a GAAP net loss of $162.6 million for 2020, a loss of a $1.19 per diluted share for the year. On an adjusted basis, consolidated net income for the year was $552 million and adjusted diluted EPS was $4.02 per share, essentially flat as compared to 2019, despite $0.35 of headwind in 2020, as a result of COVID-related costs divested businesses and the weak cough/cold season. Non-GAAP adjustments were primarily a $347 million Rx impairment charge, $295 million of amortization, which we always add back, and a $95 million decrease in the valuation of the Tysabri milestone opportunity. Biogen’s sales of Tysabri did not meet the required threshold for us to receive that payment. Full details of these and other smaller adjustments can be found in the non-GAAP reconciliation table attached to this morning’s press release. Our non-GAAP adjusted tax rate for the year was 17.7%, driven by a variety of factors, including jurisdictional mix of earnings $16 million of CARES Act benefits, the release of $51 million of the valuation allowance and removal of the non-recurring base erosion tax due to the adoption of final and proposed regulations relating to 163(j) interest expense limitations. From this point forward, all dollar numbers basis points of margin percentages will be on an adjusted basis. Consolidated gross profit in 2020 was flat to prior year at $2 billion as strong demand from OTC in CSCI, and VMS in CSCI as well as the addition of the oral care acquisitions were partially offset by the usual pricing pressure impacts in Rx and lower demand in some CSC International categories, in particular for cough/cold products. We also had lower demand within the Rx-based business as a result of consumer behavior changes resulting from COVID-19. In addition, we had an impact from divested businesses at $36 million and discontinued products $34 million. consolidated gross margin for 2020 was 39.3%, 170 basis points lower than the prior year. This was due primarily to pricing pressure, operational inefficiencies, and infant nutrition, and the impacts from the oral care acquisitions of Ranir and Dr. Fresh, both of these oral care businesses have a relatively lower gross margin compared to our overall portfolio.

Excuse me. This is the conference operator. I’m sorry to interrupt you, Mr. Silcock; we are getting some noise on your line or the phone. Could I ask – I’ll pick up your line and see if I can call you back? just one moment, please. Thank you. Excuse me. I’ve reconnected the speaker location. Please go ahead.

Consolidated operating income for the year was $796 million, slightly lower than prior year as gross profit flow-through was offset by increases in employee compensation and insurance expenses. Consolidated operating margin was 15.7%, 110 basis points lower than the prior year as these increases were partially offset by Project Momentum cost savings. Consolidated gross profit for the fourth quarter alone was $514 million; $16 million lower than the prior year, while consolidated gross margin was 39.9%, down 20 basis points as compared to prior year. The drivers of the lower gross margin performance included the absence of the higher margin Rosemont business, which we divested earlier in the year. Pricing pressure and lower manufacturing efficiencies in infant formula, all mostly offset by favorable product mix. Consolidated operating income for the quarter was $186 million; $28 million lower than the prior year due to gross profit flow through as well as higher employee compensation costs, increases in insurance premiums and higher operating expenses in international to maintain our market position. Adjusted operating margin was 14.4%, 180 basis points lower than prior year due primarily to increased operating expenses. Worldwide consumer gross profit in 2020 increased $35 million to $1.6 billion with strong sales in U.S. OTC and the oral self-care acquisitions being partially offset by COVID-19 related expenditures, manufacturing inefficiencies, and the impact from the divestment of Rosemont. worldwide consumer operating income was $540 million; $5 million lower than prior year and operating margin was 90 basis points lower at 13.2%, primarily as a result of higher operating expenses. Worldwide Consumer fourth quarter gross profit was $408 million, 2.7% lower than the prior year as favorable currency movement and the addition of the Dr. fresh oral care portfolio were offset by less favorable product mix, lower operational efficiencies and the impact…

Thanks, Ray. Now, let me give you a brief overview of this morning’s announcement to sell our generic Rx division to Altaris, the final major portfolio reconfiguration move in our consumer self-care transformation. Total consideration for Rx is $1.55 billion, $1.5 billion in cash, and more than $50 million in other considerations. Perrigo will continue to retain all cash generated by the business until the deal closes and Rx will be reported in discontinued operations, starting with Q1 2021 in accordance with the U.S. GAAP. We believe Perrigo Rx and its unique portfolio will thrive under the care and focus of Altaris. They are the ideal owner, as far as we’re concerned. Following closure of the deal, Perrigo Consumer will be solely focused on driving significant long-term shareholder value through our consumer self-care offerings. Consumer self-care has been Perrigo’s focus since its founding in 1887. The Rx offering was only added within the past 15 years. with this transaction, Perrigo is returning to what it has always been with a renewed energy, purpose and a strong desire to win. in fiscal 2020, Worldwide Consumer delivered $4.1 billion in sales with $540 million in operating income. Our product mix is two-third store and value brands, one-third branded self-care products with two thirds of net sales coming from the U.S. importantly, Perrigo consumer will be a global leader in the growing self-care market with an unmatched product portfolio and digital footprint in the U.S. private label space. The company is projected to have over $2 billion in cash on the balance sheet after the transaction closes. the new Perrigo Consumer Self-Care company is projected to deliver a 3% organic revenue growth, 5% operating income growth, and 7% EPS growth algorithm on a comparable basis going forward. for 2021, that means our plus…

[Operator Instructions] The first question comes from Chris Schott of JPMorgan. Please go ahead.

Hey, guys.

Good morning, Chris.

Good morning, and thanks for the questions. Can you just – I guess, my first question, just elaborate a little bit more on your priorities for capital deployment. You obviously have a lot of cash in the balance sheet post the divestiture. I guess, specifically, should we anticipate a bulk of your capital deployment is going to be focused on the strategic transactions or will debt pay down and share repo be an important consideration as we think about that capital deployment? And I just had a follow-up or two after that.

Yes. I mean, Chris, they’re all tools in our toolbox, but my goal is to put this money to work and rebuild back the operating income through strategic M&A. I mean, that would be my first priority. But that – and there are opportunities out there and we’ll evaluate them. But I will also tell you, we will continue, just as we have in the past, to be extremely disciplined in our purchases. I’m not just going to run out and buy anything. But my ideal is to continue to build scale in the company, find targets that accelerate growth and make for a bright and strong future going forward. So, will the others play a role? I mean, obviously, our net debt number is – will come way down in the beginning and we’ll balance it out. So, I mean, it’s a little difficult to answer at the moment, but we will share those with you, but you know my priority.

Absolutely. And then just on that same topic. Is there – I guess there targets that you’ve looked at in the past that I have the capital structure or just the setup of the company didn’t make sense that would make more sense now, i.e., was your balance sheet a limiting factor in some transactions that will be less of a factor going forward or was that not so much a rate limiter?

I mean – I guess, the answer is yes. So I mean, for sure. There was a certain limiting factor. I have to agree with that, yes.

Okay. And just a final one just for me just going back to the core business, the 357 target for consumer in 2021, just help us – just bigger picture, is there going to be any major differences to think about CSC Americas versus International driving that growth either top-line or margin expansion or should we think about fairly balanced growth between the two divisions? Thanks so much.

We’ve got a little bit of acquisitions in there. The 3% number, just to remind everybody, is the organic number. The 5% and the 7% wherever acquisitions count towards that number, although I’m not talking about the $2 billion on sort of the smaller things we’ve done in the past. But bottom line is that I’ve given every single unit in this company and every single unit in this company is being paid on 357 or for them, they are not the 7, they’re the 3, 5.

Okay. Very good. So, it sounds like in terms of the divisions, it’s not going to be a kind of one division versus the other driving the growth as we think about 2021?

No, we’re expecting – for different reasons, we’re expecting similar performance. It’s not exact, but it…

Sure, sure.

The goals are 3, 5 for everybody.

Okay, perfect. Thanks so much. Appreciate it.

The next question comes from Gregg Gilbert with Truist. Please go ahead.

Good morning.

Good morning, Gregg.

Good morning, Murray. I have a few. First, I’m going to start with just the sale. There was a time when you sounded confident that you’d get well over $2 billion for the business. So, I was hoping you could highlight what has changed in the environment? What’s changed in your sense of urgency to get out of that business at any cost et cetera? I’ll start there.

Okay. Well, I don’t feel like we got out of that at any cost. Basically, we’re talking about roughly; the same amount of money is just short of two years ago when I was looking at the situation with a lower earnings base on Rx. So in fact, then it was a five times deal, today it’s a seven times deal. Add that, plus we made around $400 million in cash during that period of time. So, from selling it today versus selling it then, you’re closer to $2 billion versus the $1.5 billion back then. And the seven multiple on it with the – you’re starting at a little bit of a lower stock price. So, all the sort of stars are lined up to get this done, give Perrigo the clean fresh consumer start and give us a bunch of dry powder. So, there is a number of factors. but I said, I’d interest – operate in the best interest of shareholders, and we have. And again, I think it’s as simple as the – back then, the operating income for the division was like a third higher.

Right, okay. In terms of capabilities, going forward will Perrigo be in a position to file ANDAs on products that go OTC or could go from Rx to OTC? And are there development projects underway now that will be transferred from the Rx business to the consumer business? And then I have one last one.

They won’t be transferred, but we have – there are a number of mutual long-term relationship components to this contract, including manufacturing, the relationship on OX, RX to OTC, switches. So, I believe we will have a very long partnership with this division and we need it to be successful, because like I said, we make things for them, they make things for us.

Okay, great. And lastly, for now, to the extent, consumer folks are not already looking at the story, presumably, they are bit for new folks or existing folks. Do you want folks to view Perrigo as primarily a private label player, a branded player or some sort of hybrid? And obviously, speak to that valuation discrepancy you talked about even without Rx, folks are willing to – to the extent, they’re willing to look at private label versus leverageable global brands could have implications for that multiple that you’re seeking?

Yes. And I understand exactly, what you’re saying. I mean, the reality is we are a much more branded player and we’re primarily branded player internationally and we’re primarily private label. We will always be a company in the U.S. that the core of it will be customizable solutions for our customers to increase their overall baskets that they sell and store. What I think is different than most branded people traditionally, think of this, the world is changing a lot and brands in the store brand in our categories, generally speaking, outsell the national brands. That’s very unusual in most private label categories. And our margins are comparable, generally speaking, on the operating income line to the bigger branded players. So, it’s a different model here. And I’ll I have to continue to educate people as they take a closer look, but if you take like the biggest store brand in the country, it’s five or six times bigger than any other national brand out there. It’s staggering and you’re going to see those customers, especially with e-commerce, especially with direct-to-consumer, all the announcements you’ve been hearing, instant delivery, et cetera, those retailers will have a competitive advantage over the national brands, in my opinion, and we’re there to partner with them and help them take advantage of it. So yes, I’d stack our portfolio up against any branded products and the breadth that we have to be able to handle things like cough/cold and flu. I don’t decide the multiple or the market decides the multiple, but I think if you look at the performance of the company, if you strip away Rx over the past few years and you look at the guidance we’re giving going forward and the projections going forward, will compare very favorably to the peer group.

Thank you.

The next question comes from David Risinger of Morgan Stanley. Please go ahead.

Good morning, David.

Hi, David.

Good morning, Murray and Ray. So, thanks very much for all the details. I have two questions and then a follow-up. So, my first question is, could you discuss the pace and magnitude of new consumer launches in 2021 and 2022, and just give us a feel for that, that will help us understand the momentum of the business and a little bit more in terms of quarterly modeling? And then with respect to pricing pressure, Ray, you had touched on that, could you discuss pricing pressure in 2020 in more detail and pricing prospects for 2021? And then I have a follow-up on potential liabilities.

Okay. So, I mean we don’t give specific timing on launches, but I’ve said – pretty much everything I’ve said we would do, I think almost everything, if not, everything we said we would do, we have done back in May 2019. So, back in May 2019, I told you that this year, we would be launching a natural line of products into the United States, that will happen. I believe we’ve already announced this on fine saying that we launched and are now going to compete in the probiotics market with the launch of Probify throughout a number of markets in Europe and that launch has already commenced. There are new products throughout the year that are built into the projections. The quarterly numbers are going to be more affected. Like, when you think of the net sales for Perrigo this year, I think you got to go back to like a 2019, not 2020 in terms of the percentage splits. We were very front-loaded last year, because of the inventory and pipeline builds and when COVID hit in March and April. So – and listen, we expect the cold/cough season to still be challenging in the first quarter. So, it will be a little bit of a reverse of next year. I think you’ll have – it will start out a little slower and then it will just build when you get to the opposite. When you had all de-loading happening and certainly, next fourth quarter when you get to this non-existent cold/cough season, anything is a pretty good increase versus year ago. Ray?

Yes. I mean, I think as we look forward into 2021 on pricing, we see it probably being in line with historical trends, although I think we’ve seen some lessening of the downward pressure in the U.S. and we do see positive price in our international division, which we’ve seen for a while now. So that’s – the downward pricing pressure has not really been as much of a problem there. But I think it’s unlikely – it’s a less than a lot I think in the U.S., but I think we are seeing some reduction, especially as we – our pipeline of new products continues to grow and becomes more significant. We’ve always said that one of the reasons we faced so much pricing pressure is because we have this – we don’t have anything else to talk about except for price, and we’re changing that.

Yes. That dialog is changing dramatically now that we’re coming back to the table with innovation. Pricing in 2020, it was still down, but it was actually a favorability to our plan. So it was less than we would normally model. And the dialog is changing and we’re having great conversations going forward about how our power – basically what I just said before, which is our ability to customize, develop in surgeon brands, custom brands and the ability to be able to handle all that in our manufacturing gives us a competitive edge we believe versus the national brands when you look at where the customers are strategically going. Meaningless – hopefully less price discussion and more innovation, share growth and building baskets.

Great. Okay. And then regarding potential liabilities, will the potential generic price fixing liability stay with Perrigo or transferred to the buyer? And then regarding potential tax liabilities, could you walk through the key procedures, events and timing to watch looking forward? Thank you.

Sure. We continue to feel very good about all of those cases that you just mentioned, whether it was the price fixing or the tax liabilities. Let me handle the first part. Perrigo retains the liabilities, but we share in the expense up to a cap. So the buyer is – Altaris is incented to address – to work with us to minimize that. So, they are sharing if there are any expenses there. And I’m still optimistic they would share in that. And as far as the tax ones, you – I think we have said that we are expecting the tax appeals commission to be the next step where we have very strong defenses and we’re looking for our days in court, and I believe that will happen later this year. The other one, the MAP. We already told you last call, the $800 million is kind of off the table that went into the – and based on it getting accepted by the MAP. It’s basically them. They agreed that it was a jurisdictional issue. So that’s a fight between Ireland and the U.S. And my lawyers tell me there is a very good chance that that just goes away. We have some other little ones that will happen this year. I think over the next 18 months, we’ll make real headway in putting some of those behind us, not the biggest ones behind us.

Thank you.

Thanks, David.

The next question comes from Elliot Wilbur with Raymond James. Please go ahead.

Hi, Elliot.

Hi, good morning. This is Lucas Lee on for Elliot. A few quick questions on Rx business. Could you give us some color on what the tax effect of the Rx sale is, and how much cash do you expect in that? Thank you.

I couldn’t hear the question. The tax leakage, you mean?

Yes.

Yes. We’re looking at tax leakage in the $100 million to $150 million range. So what we’ve already said that our cash expectation is $1.5 billion, approximately $55 million in other consideration, basically covering some other liabilities, which we may or may not pay in advance of closing. And as I said, that we’ll be somewhere toward the mid $100 million range of tax leakage.

Thank you.

[Indiscernible] You got over $600 million on the balance sheet right now plus, call it, net one or something like that.

And we have one question left. Your last question comes from David Steinberg with Jefferies. Please go ahead.

Thanks. I have two questions. First one is regarding gross margin in the consumer segment. For the past couple of quarters it’s been a continued contraction in the case of CSCA over the last couple of years. So just curious when do you expect gross margins in the consumer segments to stabilize or expand? And then second, Rx to OTC switches. You had Voltaren last year, I know you’re expecting Nasonex to hit in 2022. And more recently you’ve been talking about some other potential RX to OTC switches like Cialis, Tamiflu [indiscernible]. What sort of line of sight do you have on those or any other potential switches in the coming years? Thanks.

Yes. On the switches, there is a fair amount of activity, but they’re a few years out yet. But you are right pointing out Nasonex next year, right? That’s still on track for next year and that would be a big one, because we will be doing both – we’ll be leading the branded switch. And if you remember back to May 2019, I have zero switches built into the way we built out the strategic plan. We have a very, very robust new product pipeline with 0.5 billion of consumer products in our new product pipeline. Rx also has a robust pipeline, but that will go with Altaris, and switches I view as upside to the plan. So right now, I think you have the full year benefit of Voltaren. You can count on Nasonex next year and beyond that will keep you up to speed as it goes along. As far as gross margins, I’m very confident in answering the question that we expect gross margins to increase next year. In our consumer businesses, a numbers of actions have been taken, as I’ve talked about, the SKU rationalization project, the product prioritization, a number of meaningful changes have been done. And I’ve gone through some of those numbers in the past. But – so when should you look for it? You should look for it next year. We should – 2021 should show growth in gross margins on the consumer businesses.

Was there a follow-up, Mr. Steinberg?

No. All set. Thank you.

I think, I answered the second question first.

Okay. Then at this time, I’d like to turn the conference back to Murray Kessler for any closing remarks.

Thank you everybody. I hope you are learning that this management team, when it makes commitments that it delivers on them. And it’s been – it’s crazy to me that it’s already been two and a half years since I joined. I’m excited to be staying on for the three years to finish the job. I think Perrigo has a very, very bright future ahead of it. We have a world-class set of consumer products. We’ve installed world-class talent and promoted the world-class talent that we had. And that’s all in place we’ve put in place and are putting in place world-class infrastructure, and capacity and IT, and we will have $2 billion in dry powder. And I’m super excited about what the next few years will look like. And we appreciate your support.

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