Annual General Meeting July 20, 2017filecache.investorroom.com/mr5ir_perrigo/486/download/Perrigo...

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Annual General Meeting July 20, 2017

Transcript of Annual General Meeting July 20, 2017filecache.investorroom.com/mr5ir_perrigo/486/download/Perrigo...

Page 1: Annual General Meeting July 20, 2017filecache.investorroom.com/mr5ir_perrigo/486/download/Perrigo AGM_… · Fast Moving Consumer Goods A leading manufacturer and developer of high

Annual General Meeting

July 20, 2017

Page 2: Annual General Meeting July 20, 2017filecache.investorroom.com/mr5ir_perrigo/486/download/Perrigo AGM_… · Fast Moving Consumer Goods A leading manufacturer and developer of high

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Certain statements in this presentation are "forward-looking statements." These statements relate to future events or the Company's future financial

performance and involve known and unknown risks, uncertainties and other factors that may cause the actual results, levels of activity, performance or

achievements of the Company or its industry to be materially different from those expressed or implied by any forward-looking statements. In some cases,

forward-looking statements can be identified by terminology such as "may," "will," "could," "would," "should," "expect," "plan," "anticipate," "intend," "believe,"

"estimate," "predict," "potential" or the negative of those terms or other comparable terminology. The Company has based these forward-looking statements

on its current expectations, assumptions, estimates and projections. While the Company believes these expectations, assumptions, estimates and

projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which

are beyond the Company's control, including: the timing, amount and cost of any share repurchases; future impairment charges; the success of

management transition; customer acceptance of new products; competition from other industry participants, some of whom have greater marketing

resources or larger market shares in certain product categories than the Company does; pricing pressures from customers and consumers; potential third-

party claims and litigation, including litigation relating to the Company’s restatement of previously-filed financial information; potential impacts of ongoing or

future government investigations and regulatory initiatives; general economic conditions; fluctuations in currency exchange rates and interest rates; the

consummation of announced acquisitions or dispositions, and the Company’s ability to realize the desired benefits thereof; the Company’s ability to achieve

its guidance; and the Company’s ability to execute and achieve the desired benefits of announced cost-reduction efforts and other initiatives. In addition,

the Company may identify and be unable to remediate one or more material weaknesses in its internal control over financial reporting. Furthermore, the

Company and/or its subsidiaries may incur additional tax liabilities in respect of 2016 and prior years as a result of any restatement or may be found to have

breached certain provisions of Irish company legislation in respect of prior financial statements and if so may incur additional expenses and penalties.

These and other important factors, including those discussed under "Risk Factors" in the Company's Form 10-K for the year ended December 31, 2016, as

well as the Company's subsequent filings with the United States Securities and Exchange Commission, may cause actual results, performance or

achievements to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements in this presentation

are made only as of the date hereof, and unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to

update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Non-GAAP Measures

This presentation contains non-GAAP measures. The reconciliation of those measures to the most comparable GAAP measures is included at the end of

this presentation. A copy of this presentation, including the reconciliations, is available on the Company’s website at www.perrigo.com.

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Forward – Looking Statements

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About Perrigo

Built on a 130-year legacy of operational excellence

✓ Founded in 1887 by Luther Perrigo in Allegan, Michigan

✓ Based in Dublin, Ireland, since 2013

Develops Quality Affordable Healthcare Products® to

improve the lives of consumers around the world

✓ World's largest manufacturer of OTC healthcare products and

supplier of infant formulas for the store brand market

✓ World class supply chain and manufacturing capabilities

Trusted by partners and families to provide safe and

effective products that meet their expanding and evolving

healthcare needs

✓ Products provided across a wide variety of geographies primarily

in North America and Europe as well as other key markets

including Israel and China

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The Perrigo Advantage

VISION

QUALITY AFFORDABLE HEALTHCARE LEADERSHIP

Every Second of Every Day

use a Perrigo productPEOPLE

~2.2K

IMPACTIMPACTIMPACT

Consumers Save

>$7B per year

That’s ~$19 Million of Saving Per Day

4

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Unique Business Model Enables Vision Quality Affordable Healthcare Products®

Pharmaceutical

Supply Chain

FMCG

Pharmaceutical

Supply

Chain

Fast Moving

Consumer

Goods

A leading manufacturer and

developer of high quality

pharmaceutical products in

hundreds of dosage forms

Vast, highly complex,

integrated supply chain which

allows for custom packaging,

promotion and inventory

management

Products are marketed

for ease of consumer

self selection, providing

retailers a full ‘turn key’

offering

Quality Affordable Healthcare

Products®

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In Sales Employees SKUs Formulations

>$5B >10K >26K >11K

Markets

>80

Operating

Locations

>30

6

Presence

Operations

Global HQ – Dublin

N.A. Base of

Operations - Allegan

Global Presence in 2016Positioned to Capture Expanding Global Healthcare Needs

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77

Well Diversified Global Business

CHCA

Rx

CHCI

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21.1%22.1%

21.0%

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

$0

$1,000

$2,000

$3,000

$4,000

$5,000

$6,000

CY14 CY15 CY16

in m

illio

ns (

$)

Rx + Other Consumer-Facing Businesses Adjusted Net Sales Consolidated Adjusted Operating Margin

73%

77%

78%

Consumer-Facing Business(1)

Durable Business ModelApproximately 80% of Perrigo is Consumer-Facing

Key Competitive Advantages

Consumer Focused Assets

Global Operating Platform

Efficient Supply Chain

130-Year Legacy as a Trusted

Partner

Leader in Innovation

(1) See attached Appendix for reconciliation of Adjusted (Non-GAAP) to Reported (GAAP) amounts

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Consumer Healthcare Americas (CHCA)

• Primarily focused on the sale of

OTC store brand products

• More than 400 store brand

products, >7,300 SKUs and

>130 customers

• CHCA products are comparable

in quality and effectiveness to

national brands

CHC

Americas

Generic

Rx

CHC

International

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Consumer Healthcare International (CHCI)

• Develops, manufactures, markets,

and distributes well-known OTC

brands, primarily in Europe

• Distributes products through an

extensive network of pharmacies

in 30 countries

• Many products are top sellers in

the markets in which they

compete

CHC

Americas

Generic

Rx

CHC

International

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Prescription Pharmaceuticals (Rx)

• Portfolio of generic and specialty

pharmaceutical prescription drugs

• Predominantly "extended topical"

and "specialty" products

• Includes select controlled

substances, injectables,

hormones, oral solid dosage

forms, and oral liquid

formulations

CHC

Americas

Generic

Rx

CHC

International

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Expected 2017 New Products

✓ Expect >$200M in new products

✓ Expect to launch over 100 new products

or ~2 per week

✓ New launches include store brand

Nexium® and further launches of store

brand versions of the Mucinex® family

New Products to Drive Growth

Executing Against Consumer & Rx StrategiesNew Products as Disclosed on 5/23/17

Committed to R&D Investments for

Long-term Growth

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Pain

(Rx-to-OTC Potential)

$900M

Overactive Bladder

(All Strengths / Forms)

$2.5B

Erectile Dysfunction

(Oral Dosage Form)

$3.5B

Acne

(< 5% strength)

$2.5B

Migraine

(Triptan Category)

$1.2B

Nasals

$900M

Ophthalmic

(Drops/Liquid Dosage Forms)

$3.7B

Asthma

(Inhalants Only)

$4.0B

MORE THAN $19B RX-TO-OTC MARKET OPPORTUNITY

47%

GRx Diclofenac

28%

15%

All Others 10%

17%

15%

6%

11%

8%

43%45%

12%

29%

14%

53%41%

6%

31%

GRx Rizatriptan

6%GRx Sumatriptan

35%

All Others28%

48%

9%

All Others43%

64%

GRx Mometasone

22%

All Others14%

39%

31%

21%

All Others

9%

GRx Tretinoin

GRx Tolterodine

All Other

All Other

All

Other

GRx

Clindomycin

Uniquely Positioned to Capitalize on Future Rx-to-OTC Switches

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Transforming Balance Sheet (B/S) into an Asset

14

Balance Sheet

✓ Committed to maintaining investment

grade rating

✓ Make-whole call on our $600M 2.300%

notes due 2018 completed on May 8,

2017; fully repaid ~$200M of outstanding

notes issued by Omega subsidiary on May

23, 2017

✓ May 31, 2017, cash tender of $1.4B

✓ Mid-year debt pay-down assumption yields

$40M lower second half interest than first

half

Total Cash on B/S

as of 4/1/2017$3.1B

($0.6B)

Total Debt on B/S

as of 4/1/2017$5.8B

May 8, 2017; Make-

whole

May 23, 2017; Omega

subsidiary notes

May 31, 2017;Tender

(~$0.2B)

($1.4B)

Total Debt

After Pay-downs$3.6B

Page 15: Annual General Meeting July 20, 2017filecache.investorroom.com/mr5ir_perrigo/486/download/Perrigo AGM_… · Fast Moving Consumer Goods A leading manufacturer and developer of high

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Calendar Year 2017 Calendar Year

2017Guidance

Net Sales $4.6B – $4.8B Adjusted DSG&A as % of Net Sales(2) ~20%

R&D as % of Net Sales(2) ~4%

Adjusted Operating Income $930M – $990M

Interest Expense ~$175M

Adjusted Effective Tax Rate ~19.5%

Adjusted EPS $4.15 – $4.50

Diluted Shares Outstanding ~144M

Operating Cash Flow >$575M

(1) See attached appendix for reconciliation of adjusted (non-GAAP) to reported (GAAP) amounts

(2) Percentages are +/- 75 basis points

CHC

Americas~$2.4B

CHC

International ~$1.4B

Rx Pharma ~$925M

Expect first half adjusted EPS results weighted towards first quarter; Full-year adjusted

EPS results weighted towards second half

Adjusted

Operating

MarginNet Sales

Guidance

Low

20%

Low to

Mid Teens

High

30%

Calendar Year 2017 Guidance(1) As Disclosed on 5/23/17

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Foundation for GrowthFocused Execution Against 2017 Plan

Key Actions to Create Value

✓ Moved efficiently to drive portfolio

strategies

✓ Improved corporate governance

✓ Implemented cost initiatives across the

organization

✓ New leadership team focused on driving

growth

✓ Debt pay-down strategy to enhance

financial flexibility

✓ Execute against 2017 plan

Pharmaceutical

Supply

Chain

Fast Moving

Consumer

Goods

Pharmaceutical

Supply Chain

FMCG

Quality Affordable

Healthcare Products®

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Contact & Appendix

Bradley Joseph

Vice President,

Global Investor Relations and Corporate Communications

(269) 686-3373

[email protected]

Page 18: Annual General Meeting July 20, 2017filecache.investorroom.com/mr5ir_perrigo/486/download/Perrigo AGM_… · Fast Moving Consumer Goods A leading manufacturer and developer of high

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Calendar YTD Consumer-Facing Net Sales excluding held-for-sale businesses Calendar 2014 Calendar 2015 Calendar 2016

Reported CHCA net sales $ 2,503.6 $ 2,554.2 $ 2,507.1

Reported CHCI net sales 348.7 1,360.6 1,652.2

Operating results attributable to held-for-sale businesses* (176.5) (162.6) (112.8)

Adjusted consumer-facing net sales $ 2,675.8 $ 3,752.2 $ 4,046.5

Consolidated net sales $ 3,853.8 $ 5,014.7 $ 5,280.6

Operating results attributable to held-for-sale businesses* (176.5) (162.6) (112.8)

Adjusted consolidated net sales $ 3,677.3 $ 4,852.1 $ 5,167.8

As a % of total adjusted net sales 73% 77% 78%

*Held-for-sale businesses include the U.S. VMS business and a European sports brand. The adjustments to 2014 and 2015 are for comparison purposes only and do not change any other prior year financial information or metrics since these businesses were not held-for-sale in 2014 or 2015.

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Full Year

2017 EPS Guidance

Reported $1.82 - $2.17

Amortization expense related primarily to acquired intangible assets 2.45

Restructuring charges 0.32

Loss on early debt extinguishment 0.12

Impairments 0.08

Operating results attributable to held-for-sale business* 0.01

Acquisition and integration-related expense (income) (0.09)

Tysabri® royalty stream (0.12)

Gain on divestitures (0.15)

Tax effect of non-GAAP adjustments (1) (0.29)

Adjusted $4.15 - $4.50

(1) Includes tax effect of pretax non-GAAP adjustments calculated based upon the specific rate of the applicable jurisdiction of the pretax item and certain adjustments for discrete tax items in the first nine months of the year.

*Held-for-sale business includes the India API business.

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2020

Full Year

2017 Guidance

Consolidated DSG&A as a % of Net Sales

Reported Approx. 22.5%

Amortization expense related primarily to acquired intangible assets (2.5)%

Adjusted Approx. 20%

Consolidated Operating Income

Reported Approx. $556 - $616 million

Amortization expense related primarily to acquired intangible assets 350

Impairment charges 12

Gain on divestitures (22)

Restructuring charges, acquisition-related items, and operating results attributable to held-for-sale businesses 34

Adjusted Approx. $930 - $990 million

Effective Tax Rate Tax expense Pre-tax income Effective Tax Rate

Reported $ 113 $ 435 Approx. 26%

Non-GAAP adjustments 42 365

Adjusted $ 155 $ 800 Approx. 19.5%

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2121

Remainder of 2017 Full year 2017

Gross margin Operating margin

CHCA

Reported Approx. 32 - 33% Approx. 16 - 20%

Amortization expense related to acquired intangible assets 2% 3%

Integration and restructuring-related charges 1%

Adjusted Approx. 34 -35% Approx. 20 - 24%

CHCI

Reported Approx. (4) - 0%

Amortization expense related primarily to acquired intangible assets 14%

Adjusted Approx. 10 - 14%

RX

Reported Approx. 27 - 31%

Amortization expense related to acquired intangible assets 10%

Restructuring charges and acquisition-related items (1)%

Gain on divestitures (2)%

Impairment charges 1%

Adjusted Approx. 35 - 39%

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2222

Twelve Months Ended December 31, 2016

Consolidated Net SalesGross Profit

R&D Expense

DSG&A Expense

Restructuring and Impairment

Charges

Operating Income (Loss)

Interest, Other, and Change in Fair Value of

Tysabri® Royalty Stream

Pretax Income (Loss)

Income tax

expense (benefit)

Net Income (Loss)

Diluted Earnings (Loss) per Share

Reported $ 5,280.6 $ 2,051.8 $ 184.0 $ 1,205.5 $ 2,662.0 $ (1,999.7) $ 2,848.6 $(4,848.

3) $ (835.5) $ (4,012.8) $ (28.01)

Adjustments:

Impairment charges $ — $ — $ — $ — $ (2,631.0) $ 2,631.0 $ (22.4) $ 2,653.4 $ — $ 2,653.4 $ 18.48

Tysabri® royalty stream - change in fair value — — — — — — (2,608.2) 2,608.2 — 2,608.2 18.16

Amortization expense related primarily to acquired intangible assets — 226.7 (0.9) (136.3) — 363.9 — 363.9 — 363.9 2.59

Restructuring charges — — — — (31.0) 31.0 — 31.0 — 31.0 0.22

Acquisition and integration-related charges — 4.7 — (19.6) — 24.3 (1.1) 25.4 — 25.4 0.18

Unusual litigation — — — (18.4) — 18.4 — 18.4 — 18.4 0.13

Operating results attributable to held-for-sale businesses* (112.8) (11.4) (1.2) (25.5) — 15.3 — 15.3 — 15.3 0.11

Losses on equity method investments — — — — — — (4.2) 4.2 — 4.2 0.03

Gain on divestitures — — — — — — 7.7 (7.7) — (7.7) (0.05)

Non-GAAP tax adjustments*** — — — — — — — — 971.3 (971.3) (6.77)

Adjusted $ 5,167.8 $ 2,271.8 $ 181.9 $ 1,005.7 $ — $ 1,084.2 $ 220.4 $ 863.8 $ 135.8 $ 728.0 $ 5.07

As a % of sales 44.0% 21.0%

*Held-for-sale businesses include the U.S. VMS business, European sports brand, and India API business Diluted weighted average shares outstanding

**In the period of a net loss, diluted shares outstanding equal basic shares outstanding. Reported 143.3

***The non-GAAP tax adjustment includes the following: (1) $(802.5) million of tax effects of pretax non-GAAP adjustments that are calculated based upon the specific rate of the applicable jurisdiction of the pretax item; and (2) Discrete income tax adjustments of: $(49.3) million related to jurisdictional tax rate changes in Italy, UK, Germany & France, $102.6 million net impact of valuation allowances on deferred tax assets commensurate with non-GAAP pre-tax measures, and $(222.1) million valuation allowance release due to the sale of Tysabri. The GAAP tax benefit recorded in the current quarter related to these items has been excluded from non-GAAP net income.

Effect of dilution as reported amount was a loss, while adjusted amount was income** 0.3

Adjusted 143.6

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2323

Twelve Months Ended December 31, 2015

Consolidated Net SalesGross Profit

R&D Expense

DSG&A Expense

Restructuring and Impairment

ChargesOperating Income

Interest and Other Expense

Pretax income

Income Tax

Expense

Net Income (Loss)

Diluted Earnings (Loss) per

Share

Reported $ 5,014.7 $ 2,049.4 $ 186.3 $ 1,162.5 $ 250.2 $ 450.4 $ 391.2 $ 59.2 $ 61.1 $ (1.9) $ (0.01)

Adjustments:

Losses on acquisition-related foreign currency hedges $ — $ — $ — $ — $ — $ (268.5) $ 268.5 $ — $ 268.5 $ 1.87

Amortization expense related primarily to acquired intangible assets 156.1 (0.4) (95.1) — 251.7 — 251.7 — 251.7 1.76

Impairment charges — — (0.4) (222.4) 222.8 (12.5) 235.3 — 235.3 1.64

Legal and consulting fees related to Mylan defense — — (100.3) — 100.3 — 100.3 — 100.3 0.70

Acquisition and integration-related charges — — (35.2) — 35.2 (0.5) 35.7 — 35.7 0.25

Restructuring charges 0.4 — — (27.8) 28.2 — 28.2 — 28.2 0.20

Loss on debt extinguishment — — — — — (20.5) 20.5 — 20.5 0.14

Initial payment made in connection with an R&D arrangement — (18.0) — — 18.0 — 18.0 — 18.0 0.13

Losses on equity method investments — — — — — (10.7) 10.7 — 10.7 0.07

Unusual litigation — (0.3) — 0.3 — 0.3 — 0.3 —

Tysabri® royalty stream - change in fair value — — — — — 88.8 (88.8) — (88.8) (0.62)

Non-GAAP tax adjustments*** — — — — — — — 79.6 (79.6) (0.56)

Adjusted $ 2,205.9 $ 167.9 $ 931.2 $ — $ 1,106.9 $ 167.3 $ 939.6 $ 140.7 $ 798.9 $ 5.57

As a % of sales 44.0% 22.1%

2015 YTD Net Sales excluding the U.S. VMS business and the European sports brand Diluted weighted average shares outstanding

Reported $ 5,014.7 Reported 144.6

Operating results attributable to held-for-sale businesses* (162.6)

Weighted average effect of 6.8 million shares issued on November 26, 2014 to finance the Omega acquisition, which closed on March 30, 2015. In addition, effect of dilution as reported amount was a loss, while adjusted amount was income**. (1.2)

Adjusted $ 4,852.1 Adjusted 143.4

*Held-for-sale businesses include the U.S. VMS business and the European sports brand.

**In the period of a net loss, diluted shares outstanding equal basic shares outstanding.

*** The non-GAAP tax adjustment includes the following: (1) $(135.5) million of tax effects of pretax non-GAAP adjustments that are calculated based upon the specific rate of the applicable jurisdiction of the pretax item; (2) a $2.5 million effect on non-GAAP income taxes related to the interim tax accounting requirements within ASC 740, Income Taxes; and (3) $53.4 million of discrete income tax adjustments related to debt restructuring for the acquisition of Omega. The GAAP tax benefit recorded in the current quarter related to these items has been excluded from non-GAAP net income.

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2424

Twelve Months Ended

December 27, 2014

ConsolidatedNet

Sales Operating Income

Reported $ 3,853.8 $ 593.6

As a % of sales 15.4%

Adjustments:

Amortization expense related primarily to acquired intangible assets $ 132.2

Acquisition and integration-related charges 22.7

Restructuring charges 35.0

Initial payment made in connection with an R&D arrangement 10.0

Unusual litigation 17.8

Adjusted $ 811.3

As a % of sales 21.1%