Great. Thanks everyone for joining. For those who don't know me, Sean Palmer from Barclays, subbing in for Rishi today. To my left, I have Tom Vadaketh, CFO of Bausch Health, and Will Woodfield, Treasurer of Bausch Health. Thanks everyone for joining in the room today. Thanks, Tom and Will for joining, really appreciate it. Maybe to start, give you a few minutes to give your background for those who don't know you yet, as well as any perspectives on obviously the last few weeks of activity. Yeah. Thank you, Sean. Maybe I'll just kick off with just thanking Barclays, you yourself, Sean, Rishi, who's somewhere in the audience. Barclays have been a huge supporter of the company the last few years, and we all appreciate it. I've been in the company since January. The Bausch + Lomb part of the business was IPO'd on the 10 May, and I took over officially as the CFO for Bausch Health at that point, from the 10 May, going about a couple of weeks. I've been here longer, as I said. I started working for Bausch Health on 1 January. Maybe I'll just take a couple of minutes to sort of sum up a little bit about the transaction and then allow you to get into it. As I said, on 10 May, we completed the IPO of Bausch + Lomb. That was about a 10% IPO. I wouldn't say a culmination of a process, but certainly a significant step in a process that had started back in 2020. We're very pleased to kind of reach that milestone. Just speaking, you know, from a capital structure point of view, what was the net impact of the transaction? We raised about $600 million or so from the IPO itself. BNL, Bausch + Lomb, concurrently raised $2.5 billion, actually a little north of $2.5 billion, in debt. We ourselves, Bausch Health, had raised about $1 billion in bonds back in January. Anyway, the sum total of all these transactions resulted in a couple of things. One, we reduced our total debt from $23 and a half billion or so to $20 billion as of the 10 May. We also extended the maturity profile of our debt. Prior to 10 May, we had about $9 billion or so in debt maturing in 2025. We now have $3 billion, so we reduced that profile by about $6 billion or so, either in the combination of paying some of those off and then also pushing those out. We're very pleased, you know, with the outcome. It was the end of a lot of very significant amount of work from the team. Now we're poised to go. Maybe just a very quick summary on the business. What does that leave us with, the RemainCo? RemainCo consists of a pure-play pharma business and the Solta business. If you remember the Solta business, our plan is to IPO that at some point. We believe it's of significant value and a very valuable asset for the company, and that remains as an objective for us. The remaining company comprising of these two businesses is, think of it as about a $4.5 billion revenue company, with EBITDA margins in the mid-50s% or so and very high cash conversion, so unlevered free cash flow in the 80% zone. Very strong. As an incoming CFO, a very strong company to take the reins on. I took over as the CFO on 10 May. Tom Appio has taken over as the CEO on 10 May as well. In terms of our priorities, Tom Appio, if you listened to the earnings call, Tom Appio, shared the priorities. I'll just hit the top lines. You know, I made a list here. The first and foremost is to drive growth. When I talk about that, I'm talking about short to medium term growth. We have some wonderful assets and brands in the company. We have a Branded Generics Europe, international business, both based in Europe, Canada and Latin America, that's about $1 billion, kind of flown under the radar screen, when we were part of the bigger Bausch Health empire. Now as a pure play, this is a significant part of our business. We had great growth, about 8% organic growth in Q1. This is a business that has no risk of loss of exclusivity, so it just trucks along and will keep growing. It's profitable as well. That business, the U.S. business of course is the largest portion. Even with our largest product, Xifaxan, we believe that there is a short to medium term opportunity to accelerate growth, and that's what Tom and I are focused on. The second one is, you know, thinking a little bit longer term, and our R&D pipeline. We're gonna intensify the rigor around the pipeline, make sure that we are gonna hit the timelines that we wanna hit, create really just more operating rigor around the whole thing. We wanna put in a high-performance organization, an organization that has a sense of urgency, a sense of doing things now. Then finally, we do have our strategic alternatives pathway that the company embarked on since August 2020, and we want to see the completion of that. That involves flexibility to monetize the remaining 10% of B&L, for example, the monetization of Solta, which we believe is a valuable asset. Then when those two happen, to leave behind three strong companies that can then go off in the future. Just one final thing, maybe just that is pertinent to this audience from a capital allocation perspective, our priorities really remain, and the approach remains the same effectively as we've seen in the company in the past. The debt pay down, we're obviously a highly levered company, and debt pay down remains a top priority. The company has paid down about $10 billion in debt over the last five-six years, and we will continue that approach with that being the main approach. I already talked about the highly cash generative nature of the business, and a lot of that cash will be focused on debt pay down. Priority number two, and I wouldn't say it's second, but equally is of course, long-term strategic growth. Business development and investment in that growth will be the second priority that we will go after. With that, I've used up already a lot of your time, Sean, but I'll hand it back to you for some questions. No, it's a very helpful start and appreciate it. I think wanna hit three themes in the time we've got remaining. One, some questions on the business with some updates. Two, a lot of questions on capital structure, capital allocation here on a few of those points, and then, some questions on the litigation side. Maybe starting on the business side, and you hit on Xifaxan a minute ago. Can you walk us through the recent trends in Xifaxan? What's happening with doc visits? How should we think about the cadence of growth for the rest of the year? Yeah, sure. Yeah. In the first quarter of this year, we had growth as Xifaxan scripts grew about 1% or so, but slower than we would have expected ideally, and certainly slower than we expect when we plan for the year. That was the result of the Omicron, the COVID-19 Omicron, explosion really in Q1. If you remember, the number of cases this year in Q1 were about four times as large as they were same point last year. We saw an impact in primarily primary care physicians, where much of those offices sort of swivel to treating these patients as opposed to us. We expect to see a recovery from that as we go through the year. It's, you know, you're all probably receiving script data. You see, you know, the same term as I do. Recovery is slower than I would like, but we expect to see a recovery towards the end of the year. What was the other part of your question? Yeah. What's happening with doc visits and I mean, I just talked about it. Yeah. That is the main issue that we saw in Q1. We expect to see, you know, come out of that as we get into the back half of the year. Yeah. We'll come back to the Norwich trial in a minute. Given that litigation, are you managing the business any differently right now? No. I mean, I'll save my words for when you know we are confident in our intellectual property, and we're confident in the outcome of that trial. We are running this business as we have before. There is no change in emphasis. As I said, I believe, and we believe that there is a short to medium term opportunity for growth. There are some unmet needs out in the market that we think we can go after. Then we are also continuing to manage our R&D pipeline because we have some great products coming through that will take us past when Xifaxan patent does expire in 2028. Yeah. Great. Maybe that's a good transition to how should we think about the R&D portfolio. Can you talk a little bit about what you're investing in? Yeah. We have, you know, just back to Xifaxan, we have four novel rifaximin products in the pipeline. I don't wanna go through all of them. You know, we've disclosed them before, but perhaps, you know, I'll hone in on one that we're particularly excited about, which is RED-C. You know, take that as an example. The RED-C, we started phase III clinical trials in 2021, and currently going through patient recruitment. We expect, we hope to see a successful outcome there. What this is is sort of treating HE. If we think about HE, this is a condition where patients with cirrhosis of the liver get HE. It's a disease that affects the mind, but emanates from issues in your gut, essentially. What we are trying to do with RED-C is prevent. Currently our drug, Xifaxan, is approved by the FDA to prevent recurrence of HE once the patient has had HE. What we're trying to do with RED-C is treat that population of patients that have cirrhosis but haven't yet encountered HE. The patient population size is something like 3-4x as large. We believe, I mean, that it's a condition and it's a very important medical issue in the country that needs to be treated, and we think we have the right product for it. We've had good results so far from our trials. Then of course from the company's point of view, commercially and economically, we think there's a great opportunity. We're investing in that. That one is going to get into phase three, as I said, as we go through the next few months. We have a few other products. I'll just rattle them off on rifaximin. We've got something that addresses SIBO or small intestinal bacterial overgrowth. There's one that addresses sickle cell patients. We have a number of those which we're excited about on the rifaximin side. In dermatology, we have a product called IDP-126 that has just come through and completed phase three. We've got good results there, and are expecting to file an NDA later this year. Assuming and hoping that that gets approved, we expect to launch next year. We have some exciting drugs coming through the pipeline that we expect to basically extend the growth and revenue trajectory of our, you know, key products and key businesses. From a timing perspective, certain key milestones you're watching for each one? Obviously on, you know, I don't wanna put out milestones here that specifically, but obviously, completion of recruitment for RED-C and then starting to see that initial data from the trials, of course. Then on IDP-126, just, you know, for example, just getting through the application process. Okay. Talk a little bit about investment in derm. Can you talk to us about the existing derm business? Obviously very cash flow generative, but under some pressure. You know, can you walk us through trends, expectations going forward? Yeah. I mean, it's a very different derm business than the company had a few years ago. It's much smaller now. We are running it for profit, notwithstanding what I just said about IDP-126 that we're pretty excited about. There have been payer challenges in this business in the past. We have resized it, our spending and our operating expenses, et cetera, so that it is profitable and now positioned to grow. JUBLIA, for example, is a product that we launched a few years ago, and it's seeing great growth, and we'll, you know, continue that. Essentially that. We have included now dermatology as part of our Diversified Products segment. Similar to other businesses in that segment, we are running it for profit and for cash. Maybe switching over to TRULANCE. Obviously, Q1 was up about 14%. What were the drivers of that growth? Was it improvement in doc visits, price, share gains? The growth did come through share gains. We grew 14%. Our estimate is that the market grew about 6%, so we think it's share gains. Where it's coming from, I think it's just, it's a strategy ever since we had made the acquisition. We've managed to pull that business into our existing portfolio. We already had a very successful and scaled GI platform behind Xifaxan. Both on the market access and payer front, where we were able to bring that product in and immediately improve market access, and those improvements have continued year by year, and that's what we're seeing. Also with our sales force, we have the platform to grow. It's all of the above, you know, frankly, and it is a great example of the type of acquisition and business development that we'd like to continue to pursue. Absolutely. Switching a little bit, inventories at the customer level still elevated relative to last year. How do you think that's gonna impact the rest of this year? You know, I view wholesale inventory levels that you're talking about. I think they were at about the right level. We put that data out in our earnings deck, and they've been at that, around that one month kind of level for the last few quarters. Coming from 2020 into 2021, there was an uptick for sure, but I think that was in anticipation of COVID recovery. It's essentially the wholesalers trying to anticipate future demand and signs of recovery that they're seeing from the retailers. We are not expecting any major shifts in inventory levels as we go through the year, and that's not, you know, certainly something that we haven't factored into our planning for the year and the guidance that we've given for the year. Great. Maybe if I can switch over to the litigation side, start with favorite topic, Norwich case coming up. Without too much of a preamble, I think if you think about the potential outcome being complete win, complete loss or partial win-loss, how do you think about managing across those three different scenarios, but also like your perspectives on the upcoming trial outcome towards the end of the summer? Yeah. Just for the benefit of the audience, the trial occurred in March. It was a four-day trial. We expect a decision or a judgment from the judge in early August. From our perspective, we think it went very well. Going into the trial, I spoke to our lawyers, you know, they felt very confident. They usually express their confidence level in terms of percentages, and we went in feeling like we had a greater chance of winning than not winning. Coming out of the trial, both our internal counsel and external counsel believe that, you know, we're in an even stronger position. We think our evidence went in well, and based on what we heard, we think, you know, the arguments are in our favor. We don't think we're gonna lose, and we don't think you know there'll be a sort of midway result. We think we're gonna win. I don't wanna you know kinda game out here in front of this live audience what could happen under different scenarios, but you know I'll just say, I think we have a very strong case, and we expect to win. Great. Switching over to the Granite Trust, can you give a little bit of background for everyone, just kind of a reminder of what the issue is? Have you started discussions with the IRS where that stands? Yeah. This is a tax-related issue. The company executed or implemented an internal reorganization back in 2017, a legal entity reorganization, that resulted in a capital loss. And this structure or this transaction is known as the Granite Trust. It's a mechanism or something that is underpinned by both IRS guidance as well as 70 years of case law. We feel very comfortable. We felt comfortable at the time that we executed this back in 2017 because we had engaged with a whole bunch of advisors and felt very strong in our case for doing it. In any case, for those of you who don't know, the IRS, who are currently auditing our 2017 tax returns, issued what is known as a Notice of Proposed Adjustment, basically indicating that they didn't agree with the position we've taken. The next step is, again, in the hands of the IRS. We expect a formal communication to come back from them, which we can't wait for, frankly. Because since this arose, we have once again re-engaged with both advisors, our internal experts, as well as both legal counsel and accountants, accounting firms, and feel even more strong with our position. We need to receive this next step from the IRS, at which point we'll respond, and then the clock will start. The ball's in their court. We really can't do a lot to control timing, and you know, I'll just leave it at that. I mean, we are waiting to hear back formally from the IRS. You know, for the benefit of everyone here, shortly after this occurred in the fall, I think it was the Q3 earnings call of 2021 when we disclosed it, and this notification had just been received a couple of days before. We attended the Credit Suisse conference, and if you look up the earnings deck for that conference, it's somewhere around November 2021, I think. There's a couple of pages in there that has all this case law as well as the IRS guidance that I would encourage those of you who haven't done so to look up. That just sort of, you know, provides more information and supports, we believe, the strength of our position. It's a matter of time, Sean. We would like to see it as soon as possible, and if it was next week, it would be great. Just to confirm, you have not taken a reserve and you're still comfortable with that position? Correct. Yeah. On the stock drop case, I guess the opt-out from that, can you update us on the trial? Is there a date set? Kind of what's the ask that's out there from the opt-outs? Well, there was a sizable number of opt-outs, you know, after we settled the class suit first, and we have settled with a number of those already. A significant portion of those opt-outs have already settled with us. We hope, you know, that the rest of them will do the same. We think the terms of our class settlement were fair, and we have reserved for what we think is a reasonable position with the settlement. You know, it has to run its course and, if they wanna talk about settlements, we're ready to talk. Any guess on when it gets resolved? I would not dare to. Have you disclosed the reserve? No. No, we have not. Any litigations we haven't talked about that's worth touching on briefly? I think that's enough for the day. Fun questions. Switching to the capital structure side, we'll get Will involved a little bit here. Obviously, there's a lot of numbers out there, the 7.6, the 2.0, the 6.5, the 6.7. Maybe starting with the two immediates, the 7.6 and the 2.0s, can you talk us through, you know, when you're thinking it can achieve the fixed charge coverage ratio test? Where are you today? What are the tools you can utilize in order to get there? Sure. We put out those, I would call them two incurrence tests or affirmative covenants, to unrestrict Bausch + Lomb, which is the first step towards actually spinning off the shares of Bausch + Lomb to the shareholders of BHC. Well, actually, one of them was already there in all of our indentures. That's the two-to-one fixed charge coverage ratio. As part of our new credit agreement that went live two weeks ago in May, we put in another affirmative covenant for achieving 7.6x on a pro forma basis. The definitions of both those ratios can be found in the docs, so I'd encourage you to read them. We haven't put out timeline on when we can reach them. You can do a pretty good job, I think, modeling them based on the information you have out there, both for the whole company, and you have B&L out there now with some financials that were just put out last week, so you can solve for what the remaining company looks like and get a sense of how long it could take to get there. We're not gonna put out timelines. I will say we do have this 10% remaining stake in B&L, which when we monetize that obviously helps with the timeline for everything we're trying to achieve there, as well as anything going on with Solta. That's one of the tools. Update us on other tools to be thinking about as we do our calculations to figure out what the math is based on what you provided thus far? Sure. Again, we have that 10% B&L stake. I would say, you know, we've gotten some questions, when could we exercise that? I would say the answer is as soon as the lockup expires on the existing IPO that we have, and that we've said is 125 days. It could be shorter if the share price outperforms. That would be the earliest we could exercise that remaining approximately 10%. Obviously, we'll use our judgment to do it whenever it makes the most sense for the company. There's Solta, which Tom already talked about. Our base case would be to IPO that, monetize it at a time that makes sense as well. Other than that, it's a lot of good old-fashioned cash flow generation, paying down debt, growing the business, EBITDA, things of that nature. I'm not sure if I left out anything, Tom. No, I think that's it. I think it's, you know, I like the term old-fashioned. I think we just need to operate this business. That's what I've come in here to do, is to operate this business and run it as efficiently as possible. I looked in from the outside and think there's a ton of opportunity with the RemainCo, and that's what we really got to do. Yeah. The unrestricting is step one, the spin is step two. You know, something particularly on the second step, the 6.5-6.7 is a commitment that you're kind of stepping into. Over the last number of months, seems like it's still this two-step process. Talk us through how you think about, you know, the 6.5-6.7, your comfort with that, and how you think about leverage long-term for the business. Yeah. It's so the steps to get there are essentially the same. You know, it's gonna be a matter of time, generate cash as efficiently as we can and use that to pay down the debt and also grow our EBITDA, of course. I, for me, 6.7's too high, you know, for our company, so we will get that down. I touched on capital allocation before, and so, you know, one of the priorities for the company is going to be to get our leverage down. We will continue to pay down debt unless there's an alternative use that makes economic sense. I don't wanna, you know, put out a target right now, but I'd like to get it a lot lower than 6.7x. Got it. Will, you touched on this, you know, the 10% that's been asked, are you guys thinking about that's definitely gonna be something that's monetized and utilized for debt pay down? Any chance it gets included as part of the spin if you, if you de-lever through other means? Could you repeat that, the last part of that? Yeah. If you delever through other means, whatever the triggers may be, is that 10% something you're committed to use to further delever the business versus included in the, you know, could it be included in the amount that's being spun out? No. We've been pretty clear that it's 80% that we'd spin out, and this 10% is truly for the benefit of RemainCo. Are there any implications from a timing perspective on when you would have to monetize that? Any tax implications on when you have to get the 10% monetized? I think once we spin off, that does start a clock ticking, but it's a fairly long clock, I think is probably the best way to characterize it. Got it. Tom, maybe a question for you, maybe an interesting question. If you were sitting back looking at this, you know, 12 months, 18 months ago, would you do anything different about sequencing, timing, structuring on the B+L part of the transaction? Look, I don't want to sort of Monday morning quarterback this. I think the company had a strategy. They've followed through with it. I think the IPO on 10 May was a significant milestone, and I think we just have to see it through. Like I said, my main focus, I've come in here, and Tom Appio has taken over as CEO, and we think there's a real special opportunity here with RemainCo, and in particular, the pharma company. We expect at some point to monetize Solta, and we have the flexibility to do that without any particular time pressure. The RemainCo pharma company, we're here to run it. We're here to grow it. We think there's a short to medium term opportunity with a bunch of unmet needs and a very nice portfolio, and then in the long term, as I've covered earlier. That's our focus. Sure. Will, maybe a question for you. You know, on the rating agency front, that's a you know, fairly active dialogue, probably on an ongoing basis. How much time do you think they're gonna give you to achieve the 6.5, 6.7, as they think about, you know, where you are now coming out of the last few sets of transactions that closed a few weeks ago relative to, you know, where things were at the beginning of the year? Sure. I mean, we do talk to the rating agencies all the time. We talk to them before we do any transaction, before earnings. For example, we talked to them before we issued our Q1 earnings the other week. We pretty much know where their head's at, we like to think, and they know what we're up to. It's all out there. It's a great resource to read those reports and hear, like for example, Moody's triggers, where they do say, you know, pro forma RemainCo after separating from Bausch + Lomb has to achieve a certain leverage ratio, you know, has to have leverage sustained below a certain level. The question is, like, how long is that sustained period? I think, you know, we have a pretty good track record in terms of addressing our debt, both paying it down and being proactive in managing maturities. That, I think, has helped us with the rating agencies to understand that is something that they'll give us some credit for, is my interpretation. On the debt repayment side, how do you think about balance of secured and unsecured mix that you've got in the capital structure, balance between maturities? On the near end, you've got some debt, as I'm sure you've seen, that are trading at deep discounts. Could be opportunities to do things there. Talk to us a little bit about how you think about cash in the near term. Are you thinking about the long-dated bonds that are trading, you know, in the 50s and 60s, and that balance of, as we talked about, secured and unsecured mix going forward? Look, as a CFO, my main lens that I look at is the company and what's best for the company in the long run. Our focus and the approach that we've had for the last six years has been to keep attacking the near term, and that's worked out very well. It's kept the business going without any issues, and I think it's been good for bondholders as well in the long run. That's my bias. Having said that, it's not lost on us that the longer-dated bonds are trading at where they are. We do have cash and we have capacity. We will consider, and we do wanna delever. We do wanna pay down our debt. We will consider all options. Our bias on the long-term basis in the interest of the company would be to keep doing what we've done before. Can you just refresh us on what your covenants are on the secured side as far as incurrence, maintenance covenants, et cetera, and how we should think about where you wanna be positioned relative to those going forward? Sure. I'll take that one. On the indenture side, which is what we're living with and hard to modify, we have a 3.5x incurrence test for raising secured debt across our indentures. We also have a credit facility basket that is unused, and that's $2.5 billion right there. That gives you a sense of the, I would say, pretty sizable secured capacity. On the credit agreement side, obviously, that's something we have more flexibility about. We do have a maintenance covenant currently there, even under our new credit agreement. That's a 4x first lien net leverage ratio, and that's residing with the revolver side of house. We'd have to talk to our revolver banks about modifying that. Maybe a question I didn't ask around various sources of capital that you could raise. Do you have the ability to raise more debt at BLCO that you could take back up? Are there restrictions in place that prevent that? I don't really wanna talk to B&L. They're a separate company. They have a separate board, separate CEO, separate CFO. Probably it's mean for me to, you know, kind of venture into that. Fair. Absolutely fair. Maybe a few last questions in the last few minutes, just to kind of clean up questions, you know, around the management side. How is the incentive plan structured for RemainCo management? Is it improvement in EBITDA? Are there certain targets and metrics? Does any part of that incentive plan include payments in SPINCO equity? Generally speaking, the structure has remained about the same. You know, take me for example, I've just joined the company. The majority of my comp in the long run will come from equity, and 100% of that equity is BHC equity and not B&L equity. Now for those people who have been with BHC a while, they may have parts of the equity, particularly stock, for instance, a restricted stock, that will behave very much like an existing stockholder. They will get a portion of B&L equity. I don't know if I'd characterize that as, you know, part of the incentive. It's just a reality and an outcome, a result of basically the spin and ultimately. Going forward, 100% of new awards would be on BHC, as the structure. Very helpful. Will, maybe one or two more questions for you as we think about kind of building out our pro forma models. What's the pro forma cash balance at Bausch? How do we think about min cash going forward, and how do you think about liquidity going forward between your revolver and your balance sheet cash? Sure. When we launched our re-financings back in January, which ended up closing, you know, in a few weeks ago, as well as some bonds we did that closed in February, we did say we need about $300 million at B&L and $400 million at RemainCo. That's the pharma business plus Solta. I'd say that's fairly accurate. That's kinda where we're gonna be targeting going forward around $400 million of cash for that business. Then our revolver, we have a $975 million revolver that just came online two weeks ago, maturity in 2027. We did do a revolver draw of $315 million as part of the transactions that closed a couple weeks ago. You can read about that in our disclosure. We have some letters of credit there, but we feel we have some pretty substantial liquidity there. Thomas already talked about the cash flow generation of the company. When you put those all together, we think we're in pretty good shape from that perspective. Great. Looking back over the last year, obviously a lot of one-time costs, not only, you know, spin litigation things, et cetera. Can you give us some guidance or quantify what that quantum over the last year is and how you think about it going forward? I don't think we've given projections. I think there's still some one-time type costs to do because the work of separating the two companies is still ongoing. You know, take my function, for instance, in finance, you know, at the leadership level, we're pretty much done now. We've got both companies have got their teams in place, but there's still hiring to do and et cetera. Take IT, for instance. We've got to prize apart the systems and many systems are commingled. There's gonna be some spending that's gonna continue. We'll call that out. We expect that to tail off significantly towards the end of the year. Going into next year, there should be hopefully little. You know, we wanna be done with the physical separation as fast as we can. Great. I would just point out that those of you who are students of our earnings decks, you can see in the back pages where we've adjusted cash for some of those separation-related costs. I think in the interest of time, I think we're gonna wrap there and make sure everyone stays on time. I know you've got a full day this afternoon. Thank you know, on behalf of the Barclays team and everyone here in the room. Thank you guys both for your time this afternoon, for coming out to the conference here when you're out. We really appreciate it, and I look forward to support you guys long term. Thank you very much. Thank you, Sean. Thank you, Sean. Thank you, Sean. Thank you, everyone. Thank you.