Good morning, ladies and gentlemen, and welcome to Perrigo Q3 2025 Financial Results Conference Call. This call is being recorded on Wednesday, November 5, 2025. I would now like to turn the conference over to Bradley Joseph, Vice President, Global Investor Relations. Please go ahead, sir.

Good morning and good afternoon, everyone. Welcome to Perrigo's Third Quarter 2025 Earnings Conference Call. I hope you all had a chance to review our two press releases issued today. A copy of both releases and presentation for today's discussion are available within the Investors section of the perrigo.com website. Joining today's call are President and CEO, Patrick Lockwood-Taylor; and CFO, Eduardo Bezerra. I'd like to remind everyone that during this presentation, participants will make certain forward-looking statements. Please refer to the slides for information regarding these statements, which are subject to important risks and uncertainties. We will reference adjusted financial measures that are non-GAAP in nature. See the appendix to the earnings presentation for additional details and reconciliations of all non-GAAP to GAAP financial measures presented. A few items before we start. First, unless stated, all financial results discussed and presented are on a continuing operations basis. Second, organic growth excludes acquisitions, divestitures, exited products, and foreign currency fluctuations in both comparable periods. Third, regarding the strategy reviews discussed today, we will not provide further updates unless and until the company determines further disclosure is appropriate or required. And finally, Patrick's discussion will focus solely on non-GAAP results, except as otherwise noted. And with that, I'm pleased to turn the call to Patrick.

Thank you, Brad. Good morning, good afternoon, and thank you for joining today's call. I'd like to begin by addressing recent category consumption trends across consumer health, which remain soft, reflecting broad short-term market pressures. Against this backdrop, Perrigo has delivered sustained share gains and advanced key initiatives under our Three-S plan to Stabilize, Streamline, and to Strengthen. These efforts are enabling us to navigate the challenging landscape while making steady progress on our strategic priorities and reinforcing our long-term value proposition. With that context, let's turn to how these trends influenced our year-to-date performance and our outlook going forward. Let's start with U.S. OTC, where Perrigo continued to outperform despite a challenging market. While total OTC volume consumption has recently declined versus the prior year, Perrigo store brand has delivered six consecutive months of share gains. These gains were driven by strong execution, consumer trade across from national brands, new distribution, and business wins against key store brand competitors. Diving in a bit deeper, you can see on the right-hand side of the slide that over the last 13 weeks, Perrigo gained volume share of 90 basis points across nearly every OTC category we compete in, most notably smoking cessation, allergy, and women's health. Sustained volume share gains in this environment underscore our winning OTC strategy and validate the strength of our value proposition to retailers and consumers. In the EU, total OTC euro consumption has also recently declined. Despite this, Perrigo's key brands have gained dollar share for five consecutive months, driven by our strong brands with unique value propositions, our highly focused A&P investments in innovation and targeted activation strategies. These durable gains highlight the strength of our category-led approach and the resilience of our key brands, including ellaOne, Jungle Formula, and our cough/cold products, Physiomer and Coldrex. Though our remaining brands in the EU have been impacted by similar trends to the broader market, our key brands illustrate the strength of our portfolio where we have concentrated our resources. In total, Perrigo's share gains across the U.S. and Europe, particularly in the current challenging environment, underscore the strength of our execution and the relevance of our unique multi-price point OTC portfolio. Building on our share gains in both the U.S. and Europe, let's turn to the progress we've made against our Three-S plan: Stabilizing, Streamlining, and Strengthening, which continues to guide our actions and priorities. We have stabilized our U.S. OTC store brand business and are outperforming the market in the categories we compete in. As I just mentioned, we have gained volume share for six consecutive months. This success in consistently growing share in a challenging market results directly from disciplined execution and is clear evidence that this business is winning in the market. In infant formula, store brand has also gained share. Operationally, we are consistently delivering safe, affordable formula to parents and caregivers. We also continue to streamline our organization, delivering as One Perrigo. Initiated in 2022, our supply chain reinvention remains on track to deliver between $150 million and $200 million in benefits by the end of this year. Project Energize has generated $163 million in gross annual savings, exceeding the midpoint of our $140 million to $170 million range. Also, as part of our streamlining, we have been positioning our portfolio to become a more strategically scalable, TSR-attractive portfolio. These efforts are leading Perrigo back to our core strength, which is consumer health. The sale of our Dermacosmetics business remains on track to close in the first quarter of 2026. As announced this morning, we are now actively reviewing the infant formula business, and I'll provide more details in a moment. We also continue to strategically review our Oral Care business, which we announced at our February Investor Day. We have made meaningful strides to strengthen the organization. Our new leadership team is in place. We are scaling new brand-building capabilities, and we have an improved and highly focused innovation process. Implementation of our commercial growth model is expected to unlock the full potential of our portfolio, enabling teams to scale more molecules more efficiently to more consumers across more markets. Finally, we are leveraging consumer insights and deepening our retail partnerships in ways that differentiate Perrigo versus competition. This is a new way of operating, and the team is energized about the possibilities ahead. Now to our quarter 3 and year-to-date results, where our diversified portfolio continued to demonstrate resiliency in a challenging environment. For the third quarter, organic net sales declined 4.4%, impacted by 1.6% from our global OTC business due primarily to soft OTC category consumption and 2.8% from businesses under review, both Oral Care and Infant Formula. Gross profit and margin were down year-over-year, reflecting net sales performance. Operating profit and margin were partially offset by prudent cost management. As projected, the Infant Formula scrap expense experienced in quarter 2 did not repeat, which drove meaningful sequential gross and operating margin expansion of 180 and 380 basis points, respectively. Collectively, these factors led to a third quarter EPS of $0.80, up $0.01 versus the prior year. Year-to-date, organic net sales declined 1.7%, primarily driven by 0.8% from the businesses under review that I just mentioned, in addition to 0.5% from the absence of last year's Opill launch stocking benefits. Our remaining OTC business accounted for the balance. Despite marketplace challenges, year-to-date gross and operating margins expanded and organic operating income grew 13%, driven by continued execution of our accretive initiatives, recovery in Infant Formula, and prudent cost management. Year-to-date EPS grew 21% or 27% organically to $1.97. Year-to-date consumption across consumer health has been dynamic and unpredictable. Quarter 1 saw year-over-year growth. Quarter 2 moved from growth to decline in June, and this decline significantly accelerated in the third quarter. The drivers appear transitory and do not look structural in nature. Combined with updated assumptions for our Infant Formula business, these factors have led us to revise our 2025 outlook. This is the right decision for the long-term stewardship of Perrigo and our shareholders. In U.S. store brand OTC, Perrigo increased dollar unit and volume share in five of the seven categories where we compete. In Europe, our key brands, including ellaOne, Jungle Formula, Compeed, and our cough and cold franchise also outperformed expectations. To capitalize on this momentum, we reallocated additional A&P investments in both regions, generating approximately $30 million in sales over and above our initial forecast and delivering a solid return on investment. At the same time, market consumption trends have been softer than anticipated. Over the latest 13-week period, U.S. OTC volume as a total category declined 3.2%, while Europe grew just 0.6%, falling short of our original assumption by roughly 700 and 500 basis points, respectively. This represents an estimated $150 million to $170 million impact to our 2025 net sales outlook. Lastly, while Infant Formula has stabilized operationally, store brand share recovery will take longer than expected, which, in addition to lost Good Start brand distribution, is contributing an additional $100 million impact. Continuing with Infant Formula. Today, we announced a strategic review of this business as we assess its long-term role within the Perrigo portfolio. While we have stabilized this business, the external environment has quickly shifted, which will require sustained investment and disproportionate management focus, making its long-term fit alongside our faster-growing, higher cash-yielding consumer health OTC portfolio less strategic. As a result, the team will consider a full range of options in addition to pausing our previously announced investment of $240 million. No matter the outcome of this review, our corporate priorities are unchanged: reduce leverage, sustain our dividend, deliver for customers and shareholders, and focus on our high potential OTC portfolio to expand consumer access and household penetration. During this review, the business will continue to operate as normal, ensuring consistent and reliable supply of high-quality formula to customers and consumers. In summary, we are executing our Three-S plan with discipline, growing share in U.S. store brands and gaining share in our key European brands. These results show the resilience of our unique business model and validate our value proposition even in a soft consumption environment. At the same time, we are delivering benefits from the supply chain reinvention and from Project Energize. We are also sharpening our focus on consumer health with the announced sale of Dermacosmetics and are actively reviewing both Infant Formula and Oral Care. While soft OTC consumption and Infant Formula are prompting a revision to our 2025 outlook, the momentum from our Three-S plan and our share gains reinforce our confidence in Perrigo's ability to capture the durable demand for trusted consumer health solutions.

Thank you, Patrick, and hello, everyone. Looking at the third quarter financials, starting with the GAAP to non-GAAP summary. Primary adjustments to our non-GAAP financial results were: first, amortization expense of $56 million; second, restructuring charge of $21 million, primarily related to Project Energize and supply chain reinvention; and third, unusual litigation of $15 million. Full details can be found in the non-GAAP reconciliation tables attached to today's press release. From this point forward, all financial results discussed will be on an adjusted basis unless otherwise noted. As Patrick noted earlier, softer OTC category consumption in both the U.S. and Europe weighed meaningfully on top-line performance this quarter. Since he already provided detail on those drivers, I will begin my commentary with gross profit. Third quarter gross profit of $417 million declined $30 million year-over-year, primarily due to the impact from lower net sales and divestitures and exited products. These factors partially offset benefits from our supply chain reinvention and favorable currency translation. Gross margin for the quarter declined 110 basis points due to the same factors and included higher sales from relatively lower-margin store brands versus our branded product portfolio. Year-to-date, gross profit of $1.2 billion decreased $27 million year-over-year, including a $40 million impact from divestitures and exited products. Organic gross profit was flat to prior year, while organic gross margin was up 60 basis points, stemming from infant formula recovery and accretive initiatives. I will discuss operating profit and earnings per share in just a moment. Turning to net sales performance by segment, starting with CSCI. Third quarter organic net sales decreased 5.3%, impacted primarily by soft OTC category consumption trends, partially offset by share gains in key brands and new products. Year-to-date, CSCI organic net sales grew 0.7%, driven by restored product supply in the Pain and Sleep category in addition to growth in Healthy Lifestyle driven by key brands including Jungle Formula and NiQuitin. These drivers were partially offset by decelerating category consumption beginning in the second quarter. CSCA third quarter net sales declined 3.8% with U.S. OTC growth of 0.6%, driven by sustained share gains across five of seven store brand categories and growth in our contract business. Growth was led by Upper Respiratory, Skin Care, and Women's Health, which were partially offset by Digestive Health and Healthy Lifestyle. Third quarter growth in OTC was more than offset by a 4.4% decline from businesses undergoing strategic review, 3.8% from Infant Formula, and 0.6% from Oral Care. Year-to-date, CSCA net sales declined 3.1% due to an impact of 1.1% from businesses under strategic review and the absence of the prior year Opill launch stocking benefit of 0.8%. The remaining OTC business was down 1.2% as continued soft market consumption was partially offset by store brand share gains. Third quarter operating income of $173 million decreased $9 million. Operating income was down 4.9% due primarily to lower net sales flow-through and higher operating expenses in Infant Formula. This impact was partially offset by growth from the rest of the business, including benefits from Project Energize and prudent cost management. Divestitures and exited products were fully offset by favorable currency translation. Year-to-date, operating income of $455 million increased $41 million, driven by global OTC, benefits from accretive initiatives, Infant Formula, and favorable currency translation, partly offset by divestitures and exited products. Organic operating income grew 13.2% in the period. Despite clear marketplace challenges, third quarter 2025 EPS was $0.80 compared to $0.81 in the prior year. Year-to-date earnings per share of $1.97 was up almost 21% or 27% organically. Turning to balance sheet and cash flow. Third quarter operating cash flow was $52 million, bringing year-to-date operating cash flow to $63 million. Year-to-date, we invested $67 million in capital expenditures and returned $119 million to shareholders through dividends. Cash on the balance sheet at the end of the third quarter was $432 million. Given our updated outlook, which I will detail in a few minutes, we now expect year-end net debt to adjusted EBITDA of approximately 3.8x versus our prior target of 3.5x due primarily to our updated net sales expectations. We remain on track to close the Dermacosmetics divestiture in the first quarter of 2026 and expect to use the net proceeds to advance our deleveraging goal. As part of our announced strategic review of the Infant Formula business, we have paused the previously announced $240 million investment until we determine the best path forward for the business. As a quick update, our Oral Care business is still undergoing a strategic review. Taking all of these into account, as outlined by Patrick, we are updating our fiscal 2025 outlook from the low end of our previous organic net sales outlook range to minus 2% to minus 2.5% organic net sales growth due to softer-than-expected OTC category consumption in both the U.S. and Europe as well as lower-than-anticipated Infant Formula share growth. As a result of the top-line update, we now expect gross margin of approximately 39% for the year. We are, however, reaffirming operating margin for the year of approximately 15% as benefits from accretive initiatives and prudent cost management offset the gross margin adjustment. We also expect a slight improvement to our full-year tax rate to approximately 18.5%. These updates translate to a 2025 earnings per share range outlook of $2.70 to $2.80, equating to 5% to 9% growth versus 2024. A few comments on our year-over-year Q4 expectations before I close my remarks. On the top line, we expect organic growth in our global OTC business of approximately flat to 1%, while sales in our Nutrition category are expected to be down year-over-year due to lower contract volumes and the comparison against restocking activity in the prior year quarter. Q4 margins are expected to be below prior year levels due to the impact of lower volumes and tariff-related costs. Operating expenses for the total company are expected to be relatively flat year-over-year. Finally, we are lapping a prior year Q4 tax rate of 14.9% versus our expectation of approximately 18.5% on a full-year basis for 2025. In closing, this quarter reflected both the resilience and the pressures in our business. Softer OTC consumption and slower Infant Formula recovery weighed on sales, but we still delivered year-to-date earnings per share growth of more than 20% and double-digit organic operating income growth. Margins are holding through disciplined cost management and the benefits of our efficiency programs, and we remain committed to returning cash to shareholders while reducing leverage, supported by the pending Dermacosmetics divestiture. We adjusted our 2025 outlook to reflect current realities, but our actions to streamline the portfolio, manage costs and focus investments on high-performing brands give us confidence that Perrigo is positioned to navigate near-term challenges and deliver stronger, more durable performance over time.

Thank you, Patrick. Operator, can we please open the call for questions?

Our first question comes from Susan Anderson with Canaccord Genuity.

I guess maybe just a follow-up on the Infant Formula. There seems to be a pretty wide spread between the sell-out data and your sell-in. Just curious, was that mainly destocking by retailers in the quarter? And I think you did say that your share was up in the quarter. And then I was curious how the new SKUs that you introduced were doing? And then just in general, what kind of drove the miss versus your original expectations?

Susan, Eduardo here. So a couple of comments here. So first of all, yes, we're seeing a pickup in our store brand share. It's been at a slower pace than we originally anticipated, right? So remember, we were expecting to be at the low 20s at the end of the year. Given the competitive environment, we still continue to see significant imported formulas coming to the marketplace. We're seeing growth in our store brand share. So in Q3, we implemented several actions in terms of rollbacks and promotions to make sure that we meet the consumers where they need. And so that has evolved, and we're seeing significant improvement in our share, but below our original expectations. And then to that point, because of that, we are revisiting our net sales guidance. Remember, we said in Q2, we were expecting about 25% growth in the second half of the year. Because of that competitive pressure, and also we're seeing a slower market development, we're seeing a reduction on that side in terms of the overall market that's impacting our share. Another important component, as you may remember, Q4 last year, we had a significant contract volume sales, and as originally expected, those are not materializing as well because of the new imports that are reaching the marketplace today.

Susan, you also asked about SKU velocity. You actually hit the nail on the head. The distribution buildup of our new SKUs has been per plan. The velocity we're seeing on those SKUs is below expectation. The reasons are clear and being fixed: its position on the shelf and its amount of shelf space given to Infant Formula store brand is below what it historically was. That's impacting business for retailers and of course, for us and is being addressed.

Okay. Great. I guess maybe just a follow-up on the CSCI business on a couple of the segments. I think in Women's Health, you talked about some supply constraints. I guess just curious what drove that there, and I think it's been resolved now. And then also in VMS there, I think you mentioned deprioritization of nutraceuticals. So curious kind of what's driving that. And then I think you also said consumption was a little weaker in VMS in international. Just curious if the consumer is kind of pulling back on that category.

Yes. So a couple of things there. As we compare to last year, right? So last year, we had a stronger Q3. There were also some early signs of cough and cold last year, different than what we're seeing this year. So we expect a shift between Q3 and Q4 in CSCI. Specifically to your question regarding Women's Health, there were some supply issues on our L1, which is the key brand that we have there in Europe, but those have been resolved, and we expect that to pick up back in Q4. Also in VMS, yes, the nutraceuticals portfolio is something that we have been deprioritizing overall versus some of our brands that we have, both in the Netherlands and Germany that are performing relatively well. The last piece on the soft OTC consumption, that's something that we're seeing more broadly. But as we look into Q4, when we highlight our expectation to be flat to 1%, we expect a significant pickup in CSCI as compared to what we saw in Q3. So again, last year, we saw a stronger Q3 versus Q4. This year, we expect a shift because of seasonality as well as increased activity in Q4 versus what we saw in Q3 this year. That's why we're expecting an important growth sequence in CSCI that's about 5% to 6% of net sales.

And your next question comes from the line of Keith Devas with Jefferies.

I'm curious if you guys can just provide maybe a little bit more color on what changed intra-quarter on both OTC and Infant Formula versus the original plans. You guys have given a lot already, but I guess the volatile consumption we're seeing across a lot of categories in staples, and it doesn't feel normal. So I'm curious what you think is driving it, whether it's added consumer pressure or maybe mitigating to lower pack sizes, and maybe how your conversations with retailers have also evolved over the years.

Yes. Keith, on OTC consumption, we're back reviewing this data yesterday. In quarter 1, we saw consumption growth actually ahead of expectation between 3 and 3.5 points. In quarter 2, we started to see a slowdown then moving into slight decline with actually June appearing to be flat to a year ago and sort of past 3 average. That then continued and actually accelerated from August onwards and October consumption was weak as well, okay. So this has been dynamic and highly unpredictable and obviously softer than we and many others had anticipated. On Infant Formula, and I just talked to this with Susan, the velocities that we've seen have been below expectations. That's affected revenue and share build, but we believe this is addressable. To your question on drivers, there are a multitude of tactical drivers, be it future levels, display levels, changes in distribution, and pricing effects. We've seen over the last 2 to 3 years, very strong price inflation in this category, which was building category value. That seemed to come to an end in quarter 1. You have seen trade across into store brand. You're aware that store brand OTC is growing share, and we're growing our share within that as well. This doesn't appear to be structural. There is no real change in incidence levels across these treatment categories, changes in consumption habits across different generations. There is some effect of that, but I don't think that is material. I've heard speculation that consumers are burning through pantry stock to a greater extent than they historically have done. I haven't seen data confirming that, but I have heard that hypothesis. The cough/cold season is definitely down on a year ago through now, but we are still projecting an average season for cough/cold. So again, a multitude of tactical factors, without evidence that this is a structural change, and we would expect, therefore, normalization of the market, as I think you've heard some of our competitors say.

And also, Keith, just to complement what Patrick said, right? Unlike what I mentioned about CSCI, we expect Q4 is stronger than Q3, right? So as compared to what happened last year, we expect to see some trends continue in U.S. OTC. We expect a normal season in cough and cold. But as compared to last year, we expect Q4 to be down. So the net effect of being 0 to 1%, it's positive on the CSCA side of about 5% to 6% and negative on the U.S. despite all the share gains and distribution that we're seeing on that end in the U.S. Additionally, the important thing is the reduction that we're seeing in Infant Formula that helps contribute significantly with that due to, as I mentioned, lower contract volumes and also a slower pace of regaining our store brand share in the Infant Formula business.

Got it. That's very helpful. If I could squeeze in a follow-up, but I'm curious how you guys are also just thinking about reinvestment plans. Just given the pullback in consumption on OTC and now pausing the Infant Formula investment. Are there any areas where you're looking to increase spending? There's obviously some green shoots with new business wins and obviously, international. So interested in how you're thinking about potentially reallocating spend going forward.

Yes. I'll comment first, Keith, and then Eduardo. As you heard me say in my comments, our priorities remain the same: deleverage, maintain our dividend. But we will revisit investment in organic growth, okay? We see increasing evidence of performing businesses, U.S. store brand. You're right to mention the acceleration of share growth we're seeing in our key international branded business and our brands in the U.S. There is opportunity probably to accelerate the revenue on those, okay? But we need to look across all business cases and all our priorities and determine what's best, obviously, for the asset long-term, but also for shareholders. So yes, we will be undertaking another look at capital allocation given that decision we've made on Infant Formula. But the priorities won't change; we just may increase the level of some of those allocations. Eduardo?

Nothing else to add here, Keith.

And the next question comes from the line of Chris Schott with JPMorgan.

This is Ethan on for Chris Schott. Just to start off, maybe following up on some of the previous questions. I was just wondering where Infant Formula share now sits. And then as we look ahead to 2026, maybe how you're thinking about the business' ability to recapture share and just priorities for that.

Yes, thanks for the question. We currently have about a 16% market share. We have solid strategies in place to continue increasing that in 2025 and into 2026. I would expect that within the next 12 months, with these strategies, we could reach an 18% to 20% market share.

And again, it's important to mention that as we announced this morning on our infant formula strategic review, right? So we're looking at multiple options on how we want to manage that business to ensure optimization both in the near term and long term and to achieve the best results also for shareholders.

Perfect. And then just one more question for me. Just overall looking to 2026, I appreciate that it's still early, but I was just hoping you can provide how you're thinking about the different pushes and pulls in the business as well as maybe the ability to grow EBITDA looking ahead to next year.

Yes. So a couple of comments here. So we're still in the early stages of the planning process, right? So it's too soon to provide details, but there are some headwinds and tailwinds that we're looking at right now. So again, as Patrick highlighted, we do not believe the OTC market has been impaired structurally. We're seeing it's basically a short-term consumption impact. So we believe there is stabilization expected for 2026. We're expecting to flat to a small percentage growth. With that said, we continue to expect our share gains to exceed the market growth. On the Infant Formula side, foreign manufacturers have grown U.S. share. And so we're looking at that to make sure we continue our plans to recover our share, but at the same time acknowledging there will be more idle domestic capacity in the U.S. impacting absorption for domestic players. We're also addressing the stranded cost impact of our Dermacosmetics divestiture. We expect to close that by the end of Q1. We expect about 9 months of inorganic headwind of approximately $100 million on our top line. Depending on the timing of the close, that will have some net EPS impact on our bottom line.

The other is a tailwind. We have a strengthening innovation pipeline versus this year fairly significantly. We also have improving brand programs in terms of new advertising, packaging, and rollouts to more markets. What has been driving that share growth for us, we see accelerating across more categories, brands, and geographies with even more innovation.

And that is all the questions that we have at this time. I would like to turn it back to Patrick Lockwood-Taylor for closing remarks.

Thank you very much, and thank you for those questions and again for joining us today. So just a few closing remarks from me. Obviously, first of all, this is a very difficult market condition with much softer consumption than anyone could have reasonably predicted. We've had to pivot within that. Within that context, though, we're starting to win. This is the first time in many years that we're growing share, and we're growing it at a rate that's ahead of our expectation. But our financial performance in the context of soft market conditions and our Infant Formula position and performance is frankly not where we want it to be. We will continue to make adjustments to address that and set up a successful 2026. We've launched and announced today a strategic review of our Infant Formula business. This is to sharpen focus on our scalable OTC platform. Of course, any impact on our 2027 outlook given that strategic review will be shared once the review concludes. As I've mentioned, we remain committed to deleveraging, targeting below 3.5x with the Dermacosmetics proceeds going to debt reduction. We have a significant growth opportunity ahead of us by expanding our unparalleled molecule asset base across more price points, brands, and markets. We are further deepening our strategic retail partnerships to drive mutual demand, and our investments in brand building, innovation, digital and analytics are fueling our increasingly winning formula. Our aim is to continue to grow share through superior consumer propositions and brand experiences and disciplined execution, focused on driving cash flow and total shareholder return. Again, many thanks for joining us today.

Thank you. And ladies and gentlemen, this concludes today's conference call. Thank you all for joining. You may now disconnect.